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There'll be nothing left in REVO for shareholders
It doesn't matter if REVO has the best patents in the world if those patents are sold in a buy-out.
And it's almost inevitable that such a 'buy-out' will be arranged to strip the patents out of REVO.
The first step was selling that 60% interest to Eyetalk365.
The next step will be to sell the remaining 40% to Eyetalk365, or to another private company associated with Ron Carter and Solomon Ali.
Sure, the proceeds from the buy-out of patents will be available for distribution to shareholders. But that will be AFTER they have been used to satisfy debts, interest and any other payments with priority over Ordinary shareholders.
There's no reason for REVO to remain public.
The status as a public company was required for so long as REVO generated no income from sales or royalties.
As the shares have been relegated to the Grey Market, and if income is to be generated from royalties, it is an unnecessary burden for Ron Carter and Solomon Ali to retain REVO as a fully reporting public company.
A buy-out leaves REVO as a worthless shell.
And it is very easy to predict a scenario in which that happens.
The obvious thing is for Eyetalk365 to agree, with Ron Carter and Solomon Ali, a buy-out of REVO's remaining 40% interest in the patents.
As Carter and Ali control a majority of REVO shares they can do that deal without prior approval of all REVO shareholders. They used that authority when they sold a 60% interest in the patents to Eyetalk365, for the full and fair value of $900k. They didn't issue shareholder proxies, because they didn't need to.
Ron Carter and Solomon Ali would be the ones to set the full and fair value in any buy-out of REVO's remaining 40% interest in the patents. They would also be the ones deciding what valuable "consideration" to accept for it.
When Carter and Ali sell the patents to Eyetalk365, REVO shareholders would be left holding a shell company with no assets.
Carter and Ali can do this 'asset stripping' without acting fraudulently.
It's been known to happen.
REVO owns the patents. Eyetalk365 is the licensee.
Those two, simple, facts make it nonsensical to say that the "consideration" paid by Eyetalk365 included a grant to REVO of a 40% equity stake in patent license.
The following statement betrays a complete lack of understanding:
Eyetalk365 didn't pay REVO a 40% equity stake in the License.
Why did Eyetalk365 not simply pay REVO $900k?
The entire transaction between REVO and Eyetalk365 was a sham.
An honest company undertaking an honest transaction would have received $900k in consideration from Eyetalk365. Clean and simple.
A less than honest company, like REVO, devises a transaction in which the $900k "consideration" is earmarked to "pay" only certain, specific, creditors linked to the directors. And tries to hide it behind an NDA.
The SEC has asked certain questions about the transaction. The suspension of the company's shares says that REVO has provided inadequate answers to those questions.
Poor research. Unimpressive.
You have an interesting, and illuminating, insight, ceobillionaire.
$900k from Eyetalk365 didn't prevent debt conversions, ceobillioaire.
Here's your claim:
REVO doesn't need shareholder meetings. Here's why.
Those controlling a majority of shares can decide to take decisions without the need for shareholder meetings or proxies.
It is because Ron Carter and Solomon Ali control a majority of REVO shares that they can decide things without the inconvenience of general shareholder meetings, and without taking any notice of other shareholders.
Their control of a majority of the shares is why there was nothing to stop Carter and Ali issuing Eyetalk365 with a license and 60% interest in the patents for $900k. It is also why there is nothing to stop them accepting a $1m or $10m buy-out, from Eyetalk365, for the remaining 40%.
Here’s an extract from a section 14 statement filed by REVO in October 2011:
REVO can estimate any patent valuation it wants.
REVO can, also, set any patent sale price it wants.
For example:
REVO preference shares have restrictive covenants attached.
Rainco uses those restrictive covenants to control what REVO can, or cannot, do without the matter ever being presented to Ordinary shareholders.
Ask yourself: when and where was the last meeting of Ordinary shareholders?
The fact is that Ron Carter and Solomon Ali passed a resolution some years ago which made it unnecessary to present matters to Ordinary shareholders.
Carter and Ali can run REVO without regard to the views of Ordinary shareholders. Shareholders need not be consulted on any decisions. That's why, DESPITE an announcement that proxies would be issued, holders of Ordinary shares had no say in the $900k partial 'sale' of patent rights to Eyetalk365.
It's also why holders of REVO Ordinary shares will have no say when Eyetalk365 is permitted to buy out the remaining 40% of those patents.
REVO 'negotiated' for a big buyout in 2014.
And did a deal with Eyetalk365.
Carter and Ali announced that they were in negotiations to sell the patents to a $5bn public company, based on the west coast. Then they did a licensing deal with Eyetalk365 LLC.
Relevant details of the deal were, initially, hidden behind an NDA.
The 'forward looking statement' defense was relied on to explain their failure to conclude a deal with the $5bn company.
Carter and Ali could strip the patents out of REVO, by repeating this sleight of hand, and there's nothing that holders of REVO Ordinary shares could do about it.
REVO could sell the patents for $900k more.
All Carter and Ali would need to include in the sale agreement is a statement that consideration of $900k represents a, "full and fair value" for the patents, at the present time.
Please bear in mind that $900k was considered "full and fair value" when issuing an exclusive license, for the duration of the patents, and a 60% royalty interest.
Who is to say that $900k would not be "full and fair value" for the remaining 40%?
When considering that possibility it's worth bearing in mind that only the holder of REVO preference shares has the authority to decide whether or not such a buy-out offer would be acceptable.
That preference shareholder is Rainco.
Rainco is controlled by Solomon Ali.
Holders of Ordinary shares have absolutely no say in the matter.
REVO shareholders will be left holding the bag when the patents are sold off to Eyetalk365.
Ron Carter and Solomon Ali engineered the first part of the buyout when they granted Eyetalk365 a controlling interest in the patents on "payment" of $900k.
There probably will be a REVO buy-out, pgaplayer.
After all, REVO is no longer of much use as a vehicle for Carter and Ali to trade shares or sell loan notes.
In those circumstances it makes perfect sense for Carter and Ali to shift all value out of REVO and into Eyetalk365 LLC. A buy-out of REVO, by Eyetalk365, achieves this.
Eyetalk365 can 'aquire' the REVO patents by making a lump sum payment of 'advance royalties'. That lump sum need not be high, because, in the absence of actual victories in the courts, the value of the patents is still ill-defined.
So expect a buy-out price that is just enough to clear the accumulated debt and interest payments that REVO owes to Rainco.
In this scenario, any cash generated by the patents goes to privately held companies (Rainco and Eyetalk365) which are not regulated by the SEC.
And REVO shareholders are left holding a worthless shell.
Just saying.
Don't confuse Ron Carter's opinions with facts, spyder.
It is unsafe to rely on the factual accuracy of a PR statement issued by REVO. You appear to have forgotten that REVO shares were suspended because it issues PR statements and files accounts of questionable accuracy.
My facts are based on court documents.
You are relying on opinions in a PR from a discredited source.
It is important to read statements from REVO very carefully. For example:
Solomon Ali and Ron Carter are not related, Sumdude.
Solomon Ali is also known as Richard Carter, but he and Ronald Carter are not biologically related...as far as I know.
Solomon once tried to hide his involvement in REVO, by hiding behind his Richard Carter alias. He did that when he, and that convicted shyster Claude McDougall, first began selling REVO securities.
Solomon Ali uses Rainco to control REVO, marketmover.
Rainco is a private company that Solomon Ali controls. It acquired a controlling interest in REVO when it 'sold' Greenwood Financial to REVO.
Greenwood Financial is a subsidiary of REVO that (supposedly) has a $10m line of credit from Rainco. Conditions attached to that line of credit give Rainco effective control over income of both Greenwood, and REVO.
The SEC has questioned the validity of arrangements between Rainco, Greenwood and REVO.
Rumor should not be presented as fact, Johnnie.
And facts shouldn't be misrepresented. For example:
Carter got the patents. Ali blew up REVO.
Ron Carter went and got the patents. There were a few SEC infringements along the way, but no SEC scam.
When he ran out of cash Ron Carter engaged Solomon Ali to raise money from new shareholders. Solomon has done that, using methods that the SEC disapproves of.
Both Ron Carter and Solomon Ali have arranged to transfer all value out of REVO, in case the patents actually generate some cash.
Eyetalk365 gets 60% of any income and REVO pays the rest to Rainco, in interest and loan repayments.
REVO shareholders will see little, if anything, from negotiated settlements.
It's likely the settlement is for peanuts, cruz.
I doubt that REVO will release the barest details of the settlement.
Just as was the case with Alarmforce.
The parties applied for an unnecessary Order, marketmover, and the Court denied it.
Have you heard from Ron Carter, lately, skeet?
Why has Ron Carter remained silent despite the devastating news of the REVO stock suspension?
REVO patents have little, if any, commercial value, Rocky.
It's a fact that REVO owns patents, Rocky.
It's an exaggeration to say that those patents are crucial to the security industry.
That exaggeration explains why, as a matter of fact, REVO has never produced a product, has never generated sales and has no trading income.
REVO sells shares. It does so off the back of fraudulent PRs. The SEC has seen enough evidence of this to conclude that REVO amounts to a scam.
All good scams rely on some truth, Lantern.
The truth in this case is that REVO has patents.
The commercial scam is to present these patents as technologies that could dominate the security industry.
The financial scam was to generate shares, for trading on the back of misleading 'news' from the company.
Ron Carter started out by generating money from private investors, on the back of a promise to patent his ideas. No scam there. But his private placement broke SEC regulations by selling to some who were not 'experienced investors'.
Carter then raised more money, from private investors, by promising to develop and market a product. The scam, then, was that he had no real intention of making or marketing that product. He used the money for other things. And his private placement broke SEC regulations, again.
Solomon Ali came along when Ron had run out of money. Solomon, immediately, increased the authorized share capital to 1 billion and began issuing promissory notes. Those notes were convertible into REVO shares, and provided the platform for a financial scam.
That financial scam required 'news' to generate interest in the shares. Those 'news' stories included misrepresentations which the SEC now points to as reasons for suspending the stock.
The idea that Ron Carter was an egg-head who got ambushed by Solomon Ali could not be further from the truth. Ron Carter already had a scam going. He engaged Solomon Ali to take it to the next level.
The financial scam is now toast, thanks to the SEC.
Attempts may be made to continue the commercial scam, but it's just a matter of time before that, too, is toast.
REVO has always been a share manipulation scam.
This is one of my earliest comments on REVO. It was posted in 2011:
CPI and Livewatch cases continue, Lantern.
Those cases have been linked, and both defendants have filed motions declaring that the REVO patents are invalid. That preliminary matter has yet to be resolved.
I see your point on the photo evidence!
The same answers to the same questions, Lantern.
Here's another relevant ticker, and interesting coincidence, janice.
Solomon RC Ali is also the leading light behind Universal Bionergy (UBRG).
In December 2009 UBRG engaged the services of Pamela J. Thompson CPA of Phoenix, Arizona, to prepare the company's financial reports for filing with the SEC.
That was the same Pamela J Thompson who, in 2005, had been engaged, by Richard Carter, as financial officer and consultant for Carter Care, Inc., and who assisted in the attempted reverse merger, with BCIT.
I accept Richard Carter and Pamela Thompson are common names. But this is an interesting coincidence.
Richard Carter's name appeared in a REVO 10-K.
Solomon Ali is commonly shown as Solomon R C Ali.
The RC in Solomon R C Ali stands for Richard Carter.
Richard Carter appears in the REVO 10-K for 2010
The SEC has watched Solomon Ali since 2005
The SEC doesn't dispute that REVO has patents.
Trading has been suspended because of other misrepresentations.
The SEC refers, specifically, to transactions involving Greenwood and Eyetalk365.
The entire Greenwood transaction has been a scam from start to date. Contrary to what REVO has issued in PR statements that company has no assets and no cash.
The notion that Eyetalk365 is a substantial company able to finance product development and law suits is a laughable fiction. It has been used as a front for Carter and Ali to create the fiction that there is commercial interest in the patents.
The SEC could rely on many other misrepresentations, but those two are sufficient, and very easy to prove.
REVO misrepresentations have generated many red flags, tdbowieknife
There is a long list of 'news' PR announcements on the REVO website. http://www.revolutionaryconceptsinc.com/news.html
Some of these 'forward looking statements' never came to pass, and all were misrepresentations to investors.
The SEC will have had no problem in showing that there is no realistic basis on which any reasonably competent director could genuinely have believed the truth of any of statements in PRs issued by REVO.
Here are a few to illustrate the point:
The sale of cameras in February 2011. Never happened.
That' sale' was to another company linked to Solomon Ali, and that company never had the slightest prospect of concluding a deal.
Development of health care products in 2011. Never happened.
The Health Care system, they were supposedly partnering with, pulled out because they couldn't do clinical tests when REVO failed to come up with a product for testing.
Commitment of $1m development capital by Rainco Industries. Never happened.
Rainco (a company controlled by Solomon Ali) generated cash by selling REVO promissory notes. The cash was used to pay operating expenses, and nothing was developed.
Design phase of a product. Never happened.
REVO has never had a product. And has never come close to having a product.
Acquisition of Greenwood in 2013. A misrepresentation.
Greenwood has never provided the assets or income it was supposed to have.
It later turned out that the company was formed, by Solomon Ali, 3 months before the acquisition, as a spin-off from Rainco industries. The accounts showed it had no assets, had never traded and had no actual income.
Purchase of sole licensing rights by a subsidiary of an established company. A misrepresentation.
The identity of the licensee was masked behind an NDA for months. Then it turned out that the company was formed by an associate of Solomon Ali. It has no evidence of any assets or income.
Payment of $900k in "consideration" by Eyetalk365 LLC.
The "consideration" turned out to be $900k in loan notes that Eyetalk supposedly paid on behalf of REVO. Those loan notes had been created by, and issued to, Solomon Ali and Ron Carter. No cash ever passed hands as part of this "consideration"
Line of credit agreement entered into by, REVO subsidiary, Greenwood.
It turns out that Greenwood, which was a Rainco spin-off in 2013, received a line of credit, from Rainco, in 2015. There is no third-party involved, and there is no evidence that Rainco could actually provide the credit.
Those are just a few red flags that will have attracted the SEC. It will be easy to show that REVO issued deliberately misleading PRs to investors. And it shouldn't be difficult to prove fraudulent intent.
My mistake, lucky.
There was a time when the company had failed to keep its Nevada registration active. I failed to note that they are now compliant. My mistake on that point.
Companies do survive grey market status, Lantern.
Companies survive grey market status. It's the share price that collapses.
At this time the survival of Revolutionary Concepts as a company is threatened more by it's absence of corporate registration in Nevada than by its grey market status.
With REVO, fact must be separated from fiction
One fiction is that the validity of REVO patents has been confirmed.
REVO shareholders can't lose if you're their advocate, Notimpressed.
Your abstract tenacity will save REVO and it's shareholders from life in the Grey market.
If only Ron Carter or Solomon Ali would return your calls.