small cap value plays,promotion plays and temporary market imbalances
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Thanks for sharing the update you received
ATTIS looks to be a little late on getting out there 10Q- I think it should be looked at closely once it comes out by Greenshift investors- ATTIS success and failure of the JV and there ability to provide resources to develop the JV- financially- strategically etc. is likely critical. A question I have for Kevin is how much money is needed to help fund the JV in its early stages-not looking for s specific number but rather general feedback? - It would be great if Kevin/Greenshift had a *company ran blog* to update shareholders with pictures and blog style updates from the company to help add some transparency and attract potential investors so some of the behind the scene efforts can be shown especially during this time without filings
looking at ATTIS
6/30/2018- Cash 278,993 that number may not last long-term
So two important areas- How much money is the company having to spend on expenses? like salary-filings-office expenses etc. etc. while also trying to roll out and fund multiple technologies while the issuance of stock at lower prices doesn't provide as much capital
5G Wireless
Attis Healthcare
Attis Medical Waste Disposal
Fighting Forest fires
Competing in the Ethanol industry.
If one of the technologies does well that could give them some lift and some more to work with- But I'm concerned that they could be spread to thin.
I hope to learn more- As I've stated Greenshift is a very interesting company and so is ATTIS *if* they can avoid dilution and possibly win infringement case that would make it very intriguing
I wish Greenshift and ATTIS shareholders success. love the attempted transparency a few weeks back by Greenshift but hopefully they can build upon increasing communications to shareholders and prospective shareholders alike.
20% stake of just the JV Company set up with ATTIS/Greenshift.
The main reasonS to follow ATTIS would be to see if they have any information/updates on the JV and or performance of it in future filings since GERS currently isn't providing filings- outside of that like you correctly said if ATTIS does good in other areas it many not necessarily help GERS. The other area would be to see/follow how ATTIS does financially- 10q should be out very soon-as I think it can impact GERS. I would think ATTIS is the more financially secure/larger company at this time and will be needed to help fund the JV and if there resources become limited due to lack of funding that could potentially make it challenging for the JV to be properly supported as they compete against large players in the ethanol market with better money resources.
From 8-k ( The seller is Greenshift )
WHEREAS, the foregoing circumstances have also caused Seller to rely on expensive secured debt financing that is difficult to refinance, thereby compounding Seller’s difficulties in using its existing capital structure to obtain financing, and causing Seller to seek alternatives which do not involve transfers of CleanTech’s assets, such as formation of a financeable joint venture company with a strategic partner on terms that attempt to preserve and maximize the competitive advantage and value of the CleanTech IP and CleanTech Business for Seller’s and CleanTech’s licensees, creditors, shareholders, and other stakeholders
ATTIS
GOING CONCERN, LIQUIDITY AND MANAGEMENT’S PLAN
The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. We have experienced recurring operating losses in recent years. Because of these losses, the Company had a working capital deficit of approximately $19,000,000 at June 30, 2018, excluding current assets and current liabilities held for sale. The conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company believes that the working capital deficit can be satisfied with additional capital raises, cash on hand at June 30, 2018, the sale of the waste services division, and the growth of our innovations and technology division. There is no assurance the Company will be successful in implementing its strategy.
I think ATTIS trimmed some of the debt on the balance sheet but I would pay close attention to the upcoming Q of ATTIS as Greenshift financial future depends largely on ATTIS financial future.
Unless a settlement or some other royalty windfall arrives.
Good luck to all.. looking forward to seeing Greenshifts next communication
I'm curious to see ATTIS-10-Q which should be out soon.
Specifically looking at there ability to fund the JV with Greenshift while they are also looking to fund various technologies
5G Wireless
Attis Healthcare
Attis Medical Waste Disposal
Fighting Forest fires
Competing in the Ethanol industry.
If one of the technologies does well that could give them some lift and some more to work with- But I'm concerned that they could be spread to thin.
6/30/2018- Cash 278,993
A few of the Assets they list
18,050,000 ( looks like Greenshift- asset )
10,000,000 Debenture ( Greenshift funding? )
Goodwill 5,279,207 ( Not a tangible asset )
My concern is 33,329,207 of the 44,653,407 assets are basically the JV-Debenture-Goodwill
Liabilities 29,038,518
Hopefully Attis can raise money or secure funding to strengthen this JV with Greenshift technology otherwise I speculate Greenshift potentially could face challenges having the resources necessary to compete with the big players.
I'm not sure what type of funding this JV will need to give it lift off- Its a fair question and one I asked Kevin in e-mail and on the board with no reply as of yet- maybe some general feedback is possible when it comes to this JV early stages.
I hope to learn more- As I've stated Greenshift is a very interesting company if they can avoid dilution and possibly win infringement case that would make it very intriguing
I wish Greenshift and its shareholders success but would love the attempted transparency a few weeks back to be the norm not the exception.
Greenshift/Kevin
Kevin, Greenshift is an interesting company- thank you for your recent explanations on the board a few weeks ago. A few quick questions that come to mind if you can provide feedback on any of them.
1.) Can you provide clarification on Bitzio & Greenshift present day relationship or lack thereof.
From one of the 10-Q Filings
The Company's parent, Bitzio, Inc. ("Bitzio"), paid $2.5 million to the Company which was drawn from a loan of $2.9 million made to Bitzio by TCA Global Credit Master Fund, LP ("TCA"). The loan was made on December 31, 2015
I've seen a few casual claims that Bitzio has been removed from the deal- one of the claims being done on a blog *not run by the company. There is also no mention of Bitzio in any transactions related to ATTIS-JV- However I haven't seen anything from Greenshift directly unless I may have missed it. Seems like significant information loosely discussed- If you look on this Board-Greenshift- most would likely post BTZO is not involved on BTZO board it looks like many think they still have an 80% interest
2.) Greenshift & ATIS have a JV and plan to work together- they fund Greenshift-but Greenshift also has plans to fund ATTIS/JV via a debenture (10 million) - Given ATTIS cash position last seen in filings June 30,
2018- $278,993 and a variety of technologies/services/industries they look to be pursuing- cash may be at a premium-Laboratory-5g Wireless- etc. is there concern over the short term funding needed to launch this JV as well as the long-term repayment of the JV? The ethanol industry is a crowded one with lots of big players- Attis looks newer to the ethanol industry- Given Greenshift struggles over time of fighting a war of attrition against companies much larger with superior resources-If I were to play devils advocate for a moment I wonder why none of the larger players targeted greenshift's patents to add to there Intellectual Property portfolio or why Greenshift didn't team up with a larger industry player to help provide those missing resources that it has been lacking financially. Attis may be the best opportunity but looking at this from an amateur standpoint it may appear as if the industry titans didn't have interest in the technology in 2018.
Thank you in advance!
It would be nice if Kevin can prove to the market with results- so far this looks to be the current scorecard of some of his public company involvement.
BTZ0 Suspended- heading to grey sheets Illiquid stock last traded at .0001
PVSP main 2 Assets are gone- 1 sold- 1 closed abruptly- company hasn't filed for approx. 2 years trading at .0001 with some occasional light volume
GERS multiple reverse splits- company hasn't filed for years- investors learn that 80% of the company was acquired by BTZO- Now on the grey sheets- (concerning) then claims that the deal previously announced which is material information was reversed? Shareholders then learn that 80% of the company was sold to ATTIS via ATTIS filings. trading between .04- .07 with light volume- share structure last announced shows a low float. When filings resume- conversions-debentures- expected to be resume.
Dilution is likely to accelerate full speed.
Small Company Offering and Sale of Securities Without Registration (d)
Total Offering Amount $ 10,619,500
Just rounding the numbers to simplify.. a few assumptions..
Raising 10 million dollars @ / .20 =
would mean fifty million new shares
Is this share offering for funding the planned acquisition of a 5g Cable company- if not that would be even more dilution given that deal is supposed to be funded by stock.. If this is the money raise for that deal then possibly the announcement was a little premature to present to the market.
Oddly it appears ATTIS may have listed on its balance sheet
Greenshift licensing 80% as 18 million valuation
Greenshift debenture 10 million
So in otherwords a Nasdaq listed company is taking over what appears to be a unsuccessful OTC Company that hasn't filed for almost 2 years and are expecting them to fund this JV.
IT appears they taken Greenshift and turned it into a approx. 28 million in assets to the balance sheet to help meet Nasdaq equity requirements? Idk looks a little odd to me
Nobody12378 I will say Most of that sounds fairly favorable but there are still some areas of concern. Was this communication before or after BTZO was suspended for not filing?
This is just a little excerpt of what looks to be a very confusing structure.
BTZO- Is heading to the grey sheets- a question I have is how does this affect Greenshift & Kevin Kreisler's ability to operate going forward? There are so many moving pieces with all the LLC'S and new ones being formed around every corner it seems. Its great to track the court case but this appears to be convoluted mess.
Some claim Bitzio is no longer involved in Greenshift-if that turns out to be the case as some claim how were those who claim that made aware of this material information?
Kevin Kreisler is the sole officer and sole member of the Company's Board of Director. All shares listed for Mr. Kreisler are owned of record by Viridis Capital, LLC. Viridis Capital, LLC is owned by Bitzio, Inc, of which Mr. Kreisler is the chief executive officer and a member of the board of directors. Mr. Kreisler is also the owner of Flux Carbon Corporation, which owns 80% of the equity in Bitzio, Inc
So Flux appears to have sold portions of assets away to ATTIS and some got stuck with Bitzio is the way I'm understanding it- And Flux is just a holding company? Flux is also involved with Pervasip-Planned additional transactions include the transfer of FCC’s stakes in Pervasip Corp. (OTCQB: PVSP), FLUX Carbon Technologies LLC, FLUX Photon Corporation, and Noveda Technologies, Inc., among others to GreenShift for no additional consideration, and the merger of Bitzio and GreenShift
The following table shows the debentures currently outstanding. In each case the creditor has the right to convert the principal amount of the debt into GreenShift common stock. In no case does GreenShift have a contractual or other right to redeem the debt with stock or to force the creditor to convert the debt into stock.
So not knowing exactly how all the equity is structured with ATTIS-Bitzio- Creditors- Unknown items over the last 2 years yet to be filed- court cases with unknown outcomes etc. so much can change
Now This is definitely old news- I'm sure the numbers have changed and maybe some creditors are taking possibly pieces of a potential settlement etc.- but who else may have joined this list. This hope of 25 million shares outstanding and everyone gets a piece of this big pie sound great but how quickly if they ever do receive a settlement could all of this be watered down.
Minority Interest Fund (II), LLC
Shares Issuable 14,802,693,400
EXO Opportunity Fund, LLC
Shares Issuable
45,000,000,000
Cantrell Winsness Technologies, LLC
Shares Issuable 3,250,000,000
Various
Shares Issuable 4,188,262,300
What else are shares issuable for? Kevin Kreisler and others salary- stock based compensation for the last few years?
Shares issued to ATTIS to fund the JV- btw Attis financial condition is looking a little shaky as they continue to fund using their fading stock.
BTZO- Grey Sheets Suspended Company They are involved with Greenshift- they aren't- who knows..
Greenshift- was on websites back in 2016 that track companies in financial trouble- a few years later we find out not by Greenshift but by another public company that Greenshift- Sold 80% of is primary technology away to ATTIS
Pervasip- Main asset Grow Big was presented as 5 million in revenues operating with 35k in losses- once filings came out the numbers where nothing close to that the business quickly fell apart and filings stopped
ATTIS- now ATTIS meets equity requirements for Nasdaq by listing 18 million of intellectual property ? and includes another 10 million owed to them by Greenshift- Hmmm.. I don't even know who is supposed to fund Greenshift? But ATTIS is now being funded by Greenshift for 10 million? and entering the space of 5G with an all stock transaction.
BTZO-GERS-PVSP all look to be in a very bad spot. History often times repeats itself. Transparency is almost non-existent-often times researching other companies you can find out more about the company you actually own. Had it not been for ATTIS- Nobody no pun intended would have known about the 80% deal with ATTIS
25 cents range now..
If they have an all stock deal on this future acquisition that will put even more pressure on the stock.
If they plan to expand on the JV with Greenshift that will require money also.
The stock is the piggy bank on this deal and the bank is starting have less and less in the account.
agreed
those would all move the stock higher- I agree
Is there something you have seen that would suggest we are close to a reinstatement or any of the others?
What do you think will be the catalyst to move the stock higher ?
Have you ever tried reaching out to Kevin?
If so- how did it go did he reply?
Wow penny land huh? I think A little bit of help from the company would likely be needed for that.
That would be almost a 50 million dollar market cap for a company that last released-
WHITE PLAINS, N.Y., Feb. 9, 2016 /PRNewswire/ -- Pervasip Corp. (usotc:PVSP) ("Pervasip" or the "Company") announced today its plans to relocate its retail operations to a new location in Denver, Colorado.
Hey.. don't get me wrong- I'd love to see a penny but breaking 0001- then on 0002.. then clear sailing to a penny ? boy idk-lol
I'm looking for some other comps- stop sign status for over 2 years- without visible operations presented to the market trading at a 50 million dollar market cap.
On a brighter note- this stock could still make a nice move- if the company had something compelling to bring the company back.
Kevin taking a few minutes to reply to a shareholder is good. I know communications haven't been a strong suit for him in the past. Sometimes those quick replies can go a long way to building some support and loyalty. Hopefully he can continue to build on that.
Thank you for sharing.
Are you sure about that ?
I'm sorry my reference to the ATM cutoff was referring to the convertible debentures/derivatives holders-they couldn't get new shares to sell into the market- sorry I should have posted that differently.
I wasn't referring to Greesnshift being cash flow positive.
Accumulated deficit
12/31/2015
146,387,595
versus
9/30/2016
151,514,946
There is usually more than one debt holder on deals like this- there may be 5 or 6+++ different ones- one gets paid a new comes on board- losses accumulate- they need more financing.. a debenture for 10 million gets issued to ATTIS and there is another 10 million..
The timing off the sale of essentially 80% of Greenshift's main revenue generator- makes me think the sale was almost forced to help keep debt holders satisfied because Greenshift didn't appear to be operating in a position of strength- they went dark on filins and they needed what looked like a bailout- maybe the JV will lead to very good market opportunities- but I would expect dilution to come back after some filings- and a letter to shareholders- and we are excited to take a new direction type stuff is presented.
I hope Kreisler can put together a more shareholder friendly direction together for Gers shareholders- if someone is relying entirely on the lawsuit that may or may not work out in the end..
They have some things with some promise but him focusing on making this deal a winner for shareholders is key.
I'm not sure I'm following you- what timeframe specifically are you referring to ?
Effective at close of business on April 4, 2017, GreenShift Corporation filed with the Secretary of State of the State of Delaware a certificate of amendment to the Company's certificate of incorporation to give effect to a 1-for-100 reverse stock split. The Company's common stock will begin trading on a post-reverse split basis on April 6, 2017
November 11, 2016, there were 1,413,490,221 shares of common stock outstanding- Post reverse split that would equal = 14,134,902 Shares after the split
The notification of late filing was filed March 2017- then they went dark after never submitting it so dilution/registering of new shares didn't take place.
A few things that will likely take place
Greenshift will eventually become current with filings
Greenshift will have debt- debentures-derivatives
Greenshift will have to service this debt with share issuances AKA dilution.
We already know that a 10 million dollar debenture issued to ATTIS is to be paid exclusively with Greenshift stock
( On a side note I think I think the JV with ATTIS is calling for Greenshift to provide funding/support- the 10 million debenture exclusively paid with GERS stock ensures that GERS becomes current and it also helps ATTIS list a 10 million dollar asset- and Greenshift will likely list 18 million maximizing the value listed on the balance sheet )
Thats debatable.
I cant imagine that much money went to Lawsuits- but I'm just taking a quick glance- we could probably look into the filings and get a better idea.
The wait for Greenshift to become current- shouldn't be too much longer- in order to fulfill this deal they would have to be current and be able to register shares before 11/22/2018.
Will a court settlement be reached before then ? That is the date I expect dilution faucet to be running.. Then like lots of companies its a race between growth & dilution and which will arrive faster.
On and subject to the terms and conditions of the SPA and related transaction documents, at the Closing, GreenShift issued to the Company a subordinate secured convertible debenture in the original principal amount of $10,000,000 (“Debenture”). Commencing November 22, 2018, the Debenture shall be convertible into GreenShift’s common stock at the sole and exclusive option of the holder in one or more installments up to 9.9% of the GreenShift’s issued and outstanding common stock at the time of conversion (when taken with any other shares of GreenShift common stock held by the holder at the time of conversion). The Debenture converts into GreenShift common stock at the greater of (i) $0.10 per share or (ii) 100% of the lowest closing market price per share for the GreenShift common stock for the thirty (30) Trading Days preceding conversion. The Debenture shall accrue interest at the lesser of 2% or the minimum allowable rate under applicable law, and shall be waived if the GreenShift Debenture is converted or otherwise fully paid on or before June 30, 2028. The Debenture shall be exclusively paid in the form of GreenShift common stock, provided, however, that the principal balance due under the Debenture shall be reduced on a dollar for dollar basis in an amount equal to any distributions paid as provided for in the SPA and JVCo Agreements.
On otc stocks filings can tell you what's really happening with a company- they are critical
If you are holding a stock mid to long-term with an OTC they are essential
they can tell you so much Who has preferred shares- who's holding what- what are the rights of preferred shareholders.
The only reason we know Greenshift parted ways with basically 80& of the company is because of ATTIS filings..
Maybe management took stock based compensation the last few years and will announce that and you will see it in the filings- maybe they handed over other stuff to debtors calling.. who knows.
Neil DeGrasse Tyson- is a brilliant guy- the better analogy would be like you are trying to research space just by looking up at the stars without a telescope- the telescope will take you to new galaxies you never thought possible. the Filings are the telescope for now you are seeing 1% of what's really going on without the filings
Nobody12378 I think you are generally very fair with your post and I enjoy your perspective/opinion since you have been around this deal.
a difference of opinion I think the Kevin factor- as you point out as the jockey not the horse is critical in my opinion- for starters I don't think he has provided any indication to shareholders that he is coming back ?
So as you put it.. the horse is the key not the jockey- btw I love a good analogy .
A few factors to consider is Kevin can do as he pleases- he seems to intertwine companies & assets, debt holders with little regard for that company- Canalytix- Flux- TCA- EXO- lots of pieces are interchangeable as he sees fit and one day there are with one company next thing you know they are moved somewhere else- communications to retail is of little concern.
So- I'll entertain the idea that Greenshift wins a big lawsuit against several players in the industry- that would be exciting but we can count the ways retail gets carved our of that deal
1.) What percentage goes to Greenshift after ATTIS deal ? 20 %
2.) Debenture & preferred shareholders can likely convert debt into common shares and quickly take the current percentage available to retail and dilute retails portion of the pie to crumbs.
I know most will say BTZO is carved out of this equation but its wording like this that can cut retail our of the fun and keep the money for the inner circle.
Look at the wording on this "past deal"- without going through every debenture wording and any new wording they may be drafting up now...
majority of the Company's outstanding shares of Series G Preferred Stock are owned by Bitzio, Inc. The majority shareholder of Bitzio, Inc., is FLUX Carbon Corporation ("FCC"), an entity owned by Kevin Kreisler, the chairman of the Company. If all the Series G shares held by Bitzio were converted and exceeded the number of authorized common shares, there would be no contingent factors or events that a third party could bring up that would prevent Mr. Kreisler from causing the Company to authorize the additional shares. There would be no need to go to anyone outside the Company for approval since Mr. Kreisler, through FCC, controls the Company's majority shareholder. As a result, the share settlement is controlled by the Company and with ASC 815. The Company assessed all other factors in ASC 815 to determine how the conversion feature would be classified. The only conditions under which the Company would be required to redeem its convertible preferred stock for cash would be in the event of a liquidation of the Company or in the event of a cash-out merger of the Company.
( btw Kevin & Exo I would guess are the recent sellers on ATTIS-given the common stock they just received )
Stockholders' Equity (Deficit):
Convertible preferred stock, $0.001 par value, 5,000,000 shares authorized:
Series B: 2,480,544 and 2,480,544 shares issued and outstanding, respectively
2,481
2,481
Series G: 800,000 and 800,000 shares issued and outstanding, respectively
I get that these are old numbers- but if the jockey wants to steer the fastest horse off the track I think they can..
All I want from Kevin is better transparency with retail- then adios.. and Good luck to all..
Its real simple- I think Kevin isn't very transparent with retail shareholders. So while you may have been around the block a few times on this deal I think its important for people to share opinions of what I believe are the intentions here. I think its possible he juggles deals while using retail as pawns..
While it may not affect your already formed opinion maybe someone else looking at this for the first time considers all the possibilities and considers the track record of management on delivering for retail shareholders.
I wish you well.. I hope this deal proves me wrong and is successful for retail shareholders and for management.
The better question would be have been- you have been around this deal for several years what is the interest in Greenshift at this stage of the storyline given all that they have done in the past ?
For some its the hopes of the court case..
Once management shows demonstrates a little bit of concern for shareholders I'll say goodbye..
Good luck to you.
I have a feeling Kevin will make himself and debt holders as whole as possible via the ATTIS deal.
Consider ATTIS- 8k kind of an indirect goodbye to Greenshift retail shareholders ?
ATTIS deal is just a payout drip over several years-designed to keep debt holders happy.
Has Kevin demonstrated concern for retail shareholders in the past ?
ATTIS -Greenshift 2.0 deal
I'm very bearish on ATTIS especially after this deal and the alignment with Greenshift.
Think about it the 5 million dollar market cap going concern ATTIS- is paying 18 million to Greenshift a company that basically abandoned its shareholders about 2 years ago..
It looks like the agreement calls for Greenshift to receive 18 million- Sounds pretty good right ? But the problem is Greenshift is a debt laiden company- 20 million in liabilities back in 2016 but they would usually burn though millions in losses each year and they haven't had any stock sales to support those loses so its likely those liabilities are much higher than previously announced in 2016- so with that Greenshift hasn't communicated anything publicly for about 2 years. Here's where I think it gets uglier- I believe Greenshift only real asset was this technology that they basically handed over 80% of it to ATTIS- they don't just get an 18 million dollar payout in cash they get paid in the form of a debenture over time- so there lifeline is by a company that is a going concern- ATTIS- ATTIS is supposed to help defend the patents etc. while struggling ? Greenshift is supposed to help support the JV when the CEO is king of multitasking multiple deals at once with limited funding ?
So I'm fairly confident that ATTIS is heading towards becoming Greenshift 2.0- they are losing money and as the OTC story goes they have a technology that can disrupt a 500+ million dollar market but the technology has been out for years- And a bigger company could have swallowed up this deal if they felt a little threatened by Greenshift's lawsuit or by their technology but instead the only partner is ATTIS- which will soon be delisted and the dilution will accelerate significantly with Kreisler/EXO/Debenture style agreements to Greenshift..
So Greenshift gets to pay back some of the secured debt- Kevin and his crew- preferred shareholders will get some money $$$$ but the retail shareholders on both of these companies- unless some unlikely victory in court are going to run retail over and all the companies will end up in Kevin's junkyard of forgotten retail shareholders BTZO-PVSP-GERS-then ATTIS.. Next deal up.
ATTIS gets a new revenue generator to keep their deal going and keep a new storyline and in the end salaries continue to get paid and convertible debt holders will get paid but retail will see massive dilution and reverse splits on ATTIS.. Like I said Greenshift 2.0
Nobody12378 you have bee around this deal for a long time- can I ask what is your opinion of Kevin and the way he goes about business Do you feel he is a good as captain of the ship ?
Has he provided any indication that he is working to bring filings back or trying to add transparency for retail shareholders- I know that has been a large part of the discussions as of late.
ATTIS will have to register shares as the buyer the question is what will GERS do ?
I think some feel that Kevin operates somewhat in secrecy and communication to shareholders is very limited- I wish he could explain and help the market understand some of his game plans.
I wonder if the long-term shareholders can explain him a little better ? or maybe just have a better understanding of his motives/vision on this deal.. any opinions on Kevin ?
Its like he is running a public company that doesn't want to be public with communications- From what I can tell I think long-term shareholders here are sometimes scratching their heads and I think Kevin could have a much better presence if looking to build trust amongst supporters and potential supporters.. always hidden doesn't help transparency.
But He runs the show here.. he has lots and lots of preferred shares- for some time... He ran the company- ran the funding..and lots of times some familiar friends join the party- Exo Opportunity- TCA etc.
I wonder if Greenshift litigation is substantial or has good merits behind it because I would think that someone bigger could swallow up Greenshift if they felt at all threatened by the patent/court case- and take over the technology- but instead ATTIS took it over and soon if not already ATTIS market cap will be under 5 million which to me makes me think that the big guys didn't see the value in squashing the threat of Greenshift and instead let ATTIS grab it.. a company that has been on the downside and is going concern.
yep That would make sense- there are a few names lurking around here with common stock.. any of them look familiar ?
(7) EXO Opportunity Fund LLC (“EXO”) beneficially owns 1,000,000 shares of common stock and is the holder of 37,250 shares of Series G Convertible Preferred Stock. All investment decisions for EXO are made by EXO's Manager, Mary Carroll. Acutus Capital LLC is the sole member of EXO, and James Sonageri is the sole member and manager of Acutus Capital LLC.
(8) GreenShift Corporation (“GreenShift”) beneficially owns 1,000,000 shares of common stock and is the holder of 130,000 shares of Series G Convertible Preferred Stock. All investment decisions for GreenShift are made by GreenShift’s Chief Executive Officer, Kevin Kreisler. Viridis Capital LLC is the owner of 80% of the capital stock of GreenShift, and Mr. Kreisler is the sole member and manager of Viridis Capital LLC.
I think many of the concerns are fair- its more than a few missed filings its disappearing for a few years. I haven't followed the court case closely enough but I would think that might be the most likely ...still unlikely saviors of the stock/company- just because most court cases in penny stocks don't have happy endings.
Greenshift Liabilities were growing and they have been operating with big losses for some time coming of another reverse split and before disappearance they were struggling to trade with even small amounts of shares in the float.. I understand most know that...
12/31/2015- 15,347,879 in Liabilities
9/30/2016- 20,342,880 in Liabilities was the last reported- where are they at now ?
So One of the unknowns is Did Kevin just cut the deal with ATTIS out of desperation to pay himself back ? or salvage what he can as he exits out of this deal entirely and pay off any secured debt or take some preferred shares for himself as compensation ?
And While ATTIS is Nasdaq listed It looks like they will likely be delisted in the next year and they are operating with significant losses and are listed as a going concern and may soon follow the path of Greenshift if they cant successfully implement their strategy- ATTIS may be limited in their resources- ATTIS was once a bigger company and they are almost like GERS was years ago- revenues dropping- share counts growing... I wouldn't be shocked to see Kevin lands a spot on their board in the future somehow and continue to distance himself more than he already has the common shareholders of GERS.
Remember that if GERS does happen to file.. convertible debt holders can register their shares and the faucet of dilution will be quick... or even worse Kevin scraps this company.. there are a few other ones that look like they haven't seen him for a while Also known as BTZ0-PVSP-My concern is these are just considered transactions.. it not about the common shareholder. I think 3-5 cents range will unfortunately be about as good as it gets.. I hope shareholders that have held are rewarded with something good but the ATTIS deal likely requires time to develop.... time to pay GERS... time to implement.. and with both companies struggling financially it will likely be hard to pull the resources necessary to help shareholders at this stage... maybe a few years from now... but I think current holders have a long road ahead of them unless some great court settlement comes their way..
Kevin could try making things a little more vanilla- afterall vanilla is the most popular ice cream flavor.
Its hard to keep track of all that he has publicly released LLCS-Funds- holding companies- the jockeying of assets between different public companies- more public affiliations than I could ever process. I cant help but think is Kevin missing the simplicity of building a company that adds shareholder value ?
Maybe a bad analogy- its like you have 2 Homebuilders that build homes. One homebuilder builds 2-3 nice quality custom homes under 1 name per year when you call he picks up the phone.
The other builds 100 homes- half of them have been abandoned- each home is built under a different LLC- some of the homes have multiple owners and investors .. sometimes one LLC moves part of the supplies from one house to another house in another LLC. sometimes a home is started and then construction just stops and I can go on it just becomes very tangled and none of the houses are built that well and the buyer in this case the retail shareholder who can support is left scratching their head...
Here's just a little taste of what some may consider just a little confusing by the time you try to connect all the dots the dots change again.. Building public companies without the public seems like a bad recipe.
]Minority Interest Fund (II), LLC ("MIF") is party to certain convertible debentures issued by the Company (see Note 7, Debt Obligations , above). The managing member of MIF is a relative of the Company's chairman. On December 31, 2015, MIF and Acutus Capital LLC ("AC") assigned their respective beneficial ownership interests in the Series D Shares to EXO Opportunity Fund LLC ("EXO") (see Note 9, Shareholders' Equity , above). EXO, in turn, assigned the corresponding beneficial interests to Bitzio in exchange for 200,000 shares of Bitzio Series E Preferred Stock. On the same date, FLUX Carbon Corporation ("FCC"), an entity owned by Kevin Kreisler, the Company's chairman, transferred its ownership interest in Viridis Capital LLC ("Viridis") to Bitzio. As a result of the foregoing transactions, on December 31, 2015, Bitzio was the beneficial owner of 862,500 Series D Shares, as well as AC's 2011 contractual right to receive an additional 124,875 Series D Shares, all of which was exchanged for 700,000 shares of the Company's Series G Preferred Stock. The Company filed a Certificate of Elimination for its Series D Preferred Stock after completing that transfer. On December 31, 2015, Bitzio entered into a $2.9 million loan transaction with TCA Global Credit Master Fund, LP ("TCA"), pursuant to which Bitzio drew $2.5 million for use in its acquisition of 100,000 shares of the Company's Series G Preferred Stock (see Note 9, Shareholders' Equity , above). FCC, the Company, and each of its subsidiaries, as well as each of the other subsidiaries of Bitzio, executed a Guaranty Agreement in favor of TCA on December 31, 2015, pursuant to which the Company and its subsidiaries guaranteed payment of all amounts due to TCA under the Credit Agreement (see Note 8, Guaranty Agreement , above). As a result of all of the foregoing transactions, since December 31, 2015, FCC has been the beneficial owner of 80% of Bitzio's equity, and Bitzio has been the beneficial owner of 80% of the Company's equity. Bitzio develops and commercializes clean technologies that facilitate the more efficient use of natural resources, and is focused on doing so primarily in three sectors: agriculture, energy and lifestyle. Kevin Kreisler, the Company's chairman and chief executive officer, was appointed to the posts of chairman and chief executive officer upon completion of the foregoing transactions.
During the year ended December 31, 2015, the Company issued a $400,000 convertible debt to Cantrell Winsness Technologies, LLC ("CWT" and the "CWT Debenture") in exchange for all amounts accrued under the TAA and CWT's interest in the Series F Preferred Stock. CWT shall have the right, but not the obligation, to convert any portion of the convertible debenture into the Company's common stock at $0.001 per share. The CWT Debenture matures December 31, 2018. CWT delivered a release in favor of the Company in respect of any and all amounts that may have been due under the Company's Amended and Restated Technology Acquisition Agreement with CWT. The balance of the CWT Debenture was $325,000 at September 30, 2016.
During the year ended December 31, 2015, and further to the Company's stated diversification plans, the Company invested in the development of technologies and businesses that are strategically-relevant to the Company's existing operations. The Company's wholly-owned subsidiary, GS CleanTech Corporation, is the owner of 100% of the issued and outstanding membership units of Genarex LLC ("GX"), an entity that in turn holds 36.75% of the issued and outstanding membership units of Genarex FD LLC ("LLC"). LLC was formed in 2015 for the purpose of continuing the development and commercialization of an intellectual property portfolio involving production of carbon-neutral alternatives for fossil fuel derived products ("Bioproducts Portfolio"), which had previously been developed by GX in concert with various third parties. Under the associated agreements, an unaffiliated member of LLC has agreed to provide LLC up to $3 million to fund the continuing development of the Bioproducts Portfolio. As of September 30, 2016, the Company extended and had about $143,000 in outstanding receivables due from GFD, which amount has since been paid.
18
As of the nine months ended September 30, 2016, the Company had loaned about $30,000 to Plaid Canary Corporation ("PCC"), for use in the development of agricultural technology; about $220,000 to FLUX Carbon Mitigation Fund LLC ("FCMF"), for use in the development of energy technology and businesses; and about $1.3 million to Bitzio, Inc. ("Bitzio"), for use in the development of lifestyle technology and businesses. The Company additionally paid about $456,000 in research and development costs during 2016 on behalf of PCC and agricultural technology. FLUX Carbon Corporation ("FCC") is the beneficial owner of an 80% equity interest in Bitzio, and of the majority of the stock of the companies which own PCC and FCMF. FCC is owned by Kevin Kreisler, our chairman and chief executive officer.
NOTE 12
INVESTMENT IN JOINT VENTURE UNDER THE EQUITY METHOD
The Company's wholly-owned subsidiary, GS CleanTech Corporation, is the owner of 100% of the issued and outstanding membership units of Genarex LLC ("GX"), an entity that in turn holds 36.75% of the issued and outstanding membership units of Genarex FD LLC ("LLC"). LLC was formed in 2015 for the purpose of continuing the development and commercialization of an intellectual property portfolio involving production of carbon-neutral alternatives for fossil fuel derived products ("Bioproducts Portfolio"), which had previously been developed by GX in concert with various third parties. ASC 810 requires the Company to evaluate non-consolidated entities periodically and as circumstances change to determine if an implied controlling interest exists. The Company has evaluated this equity investment and concluded that LLC is a variable interest entity and the Company is not the primary beneficiary. LLC's fiscal year end is December 31. Under the associated agreements, an unaffiliated member of LLC has agreed to provide LLC up to $3 million to fund the continuing development of the Bioproducts Portfolio. The members also assigned their respective interests in the Bioproducts Portfolio to LLC. GX's contribution was valued at $4 million, however, the relevant agreements provide for GX to receive a preferential distribution until it receives approximately $3 million, at which point GX's interest will decrease from 36.75% to 24.50%. The Company engaged two separate third party valuation firms, the first to complete a fairness opinion in respect of the foregoing, and the second to perform a valuation of GX's interest in LLC using the fair value method as defined by FASB ASC 805-10-20. Under this method, fair value is defined as "the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date." Using the income approach, the valuation company used the discounted cash flow method to develop low, mid and high cash projections for LLC's potential business model by estimating the expected cash flows derived from production of LLC's products on a commercial scale. As of September 30, 2016, the Company had funded $1,503,896 towards operations and research and development of LLC, of which $1,360,968 has been reimbursed under the relevant joint venture agreements. The following presents unaudited summary financial information for LLC. Such summary financial information has been provided herein based upon the individual significance of this unconsolidated equity investment to the consolidated financial information of the Company. The investment balance carried on the Company's balance sheet amounts to $2,887,324 as of September 30 2016. The Company's share of the net loss from LLC for the nine months ended September 30 2016 was $473,031.