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crazyjerry, honestly, what do you expect?
I sent in a set of sincere questions to Tom on June 15th, expecting him to at least reply and say that they appreciate the inputs and interest shown on my part, and that he and Peter would be answering what they are able in an upcoming webcast or posting responses on their website.
But, what response do I get? Not a word from Tom, but instead a rather zealous board poster saying that he already has most of the answers and that neither he nor Tom can be bothered with responding. Nope, instead of some answers the board gets a "fine, everything's just fine" line and a "hold on to your hat" line.
Surely you realize that by not providing answers for the general public consumption people might conclude, rightly or wrongly, that the company doesn't know what they are doing or that they may be hiding something? Is this what Tom would rather have going on? This seems a little strange on the surface, but I've seen worse.
Regardless, you just keep holding on to your hat. Funny, but I would think a statement like that would come from a typical board spammer, and not from someone as reasonable and level headed as yourself. lol
Dom, nice job. A+ on timeliness and creativity! Yes, it would be too funny if Tom actually replied to the e-mail and said "I take the 5th". I mean come on, it's not like any proprietary information or trade secrets are being solicited. lol
P.S. Looks like crazyjerry gets an incomplete. :( Maybe he'll press for some kind of extra credit when folks get to "let go of their hats". lol
Poopscooper, here is the consolidated list of questions sent to Tom Hands on 6-15-12.
Background: I've made an attempt to crisp up my previously posted board questions (on I-Hub and RB) from the late May and early June timeframe. I've also included other questions that were either directly taken from posts by other posters, or questions I derived from various other poster comments. For these other questions, I annotated who wrote them or who provided the spark for me to generate them. Note that I may have missed some posted questions so please don't take offense or think that I'm trying to intentionally hide anything. This was the best I could do for the limited time I've allocated for this effort.
1) When is the company planning on conducting its annual shareholder meeting, so as to enable completion and vote on
the Articles of Incorporation By-Laws update?
2) Missing documentation and independent financial data audit:
a) What is the latest status in obtaining the various missing supporting documentation understood to be in Mr.
Pillays possession(e.g., book value of equipment, equity investments and the unrealized loss for prior years) as was
identified on pages 5 & 24 of the 2011 Annual Report?
b) And, along these lines, who has been tasked to run this to important issue to closure?
c) Also important and related to this, when does the company expect to have an independent financial audit completed?
3) Has the company made any attempts, or is it and/or the Transfer Agent currently engaged in trying to help resolve
the stock buying halts recently initiated by TDAmeritrade, DISNAT, Zecco and possibly others?
4) When should investors expect to see the latest Mibella products and packaging info on the company website (the website
currently states "Mibella packaging options available shortly.)"?
5) Does the company intend to advertise their products in any magazines, journals, trade shows and/or conventions? If so,
when should investors expect to see such advertising campaign initiated?
6) As Women show to be VERY brand loyal to these types of personal products, can the company comment on its plans
and what specific marketing measures will be pursued to try and convince women to change from their current name
brands? (adanac)
7) Does Xinpro Manufacturing of China only produce film for their work share in product production, or are they also
responsible to produce the end product(s) and/or its packaging?
8) What is the basic quality control process being implemented by Xinpro Manufacturing, Paychest employees, and/or
any independent 3rd party assessor, that checks to ensure that products as produced and shipped are safe for consumer
use? (banana)
9) Where exactly is XINPRO Manufacturing of China located, as shareholders have been unable to verify the existence
of this business in the Shanghai area (as was previously identified in a company PR)? (Dom)
10) How does a potential retailer or distributor go about contacting the PYCT Worldwide Sales Force? (Dom)
11) Now that the company has registered the Mibella product name with the FDA, will it also be registering the
product? If so, when is this expected to be completed? (Trum)
12) For the David Shaw contract, how many end product items (e.g., number of pads and/or liners will be packaged and
shipped in each single container)?
13) For any regions or countries not within the Marketing Rights agreements, would the company consider selling
Mibella products via the company website and/or from Amazon, Ebay or other similar E-Store? (Dom)
14) Patent and Technology License:
a) Does the company intend to submit an application for an item, process, and/or product patent for the Mibella
product(s) now in production since last November?
b) Related to this, how long is the company planning to continue licensing the Flushaway name and technology?
c) Lastly, why is the note for the "Flushaway" technology agreement renewal, planned for next month (July), being
tied to common share conversions instead of just a higher royalty fee, so that shareholders don't realize more
massive share dilutions?
15) At what point would the company foresee the start of the research and development for follow-on products such
as diapers and wipes?
16) From Page 7 of the 2011 Annual Report, it states "The company has no full time employees." When does the company
plan to add some full time staff into the mix and what capacility will they serve (e.g., management, marketing,
sales and accounting, etc.)?
17) If a Webcast is conducted will it be posted on the Company website? (crazyjerry)
18) Referring to page 7 of the 2011 Annual Report is states "Product samples have been manufactured and distributed
and with ... ". Who were the recipents of the products (e.g., retailers, potential investors, existing registered
shareholders)? Would the company now be willing the to ship a product sample if requested by an individual (similar
to what Gillette did for their Mach 3 Razor promotion)?
19) Does the Transfer Agent require more funds (cash and/or stock) before they will process and retire the 100,000,000
shares bought in the open market by the company in February 2012? If this is not the cause of delay, what
specifically is the hold up and when is the stock retirement process expected to be completed?
20) Was the Hong Kong location for Rich Capital International Enterprise Ltd., as identified on Page 21 of the
2011 Annual Report, made in error, as investors have been unable to verify the existence of such a business at
that location? Also, do you know a John Banks from any of Paychest's business dealings to date?
21) Can the company comment on if it has knowledge or any documented proof of an alleged, currently existing, naked
short situation in the stock?
It sure looks like the attorney is taking a slow boat to China. As such, it's anyone's guess when the paperwork will get done to enable removal of the Pink Sheets "Yield" sign. Couldn't the company at least have sprung for a coach airfare ticket for the attorney to get this completed in a timely manner? Really hard to tell what the priorities are with this company.
Still no reply from Tom on whether Peter is intending on providing answers to my questions (via webcast or on the website). Guess he may not have appreciated some of the more pointed ones? :(
Looking forward to the next PR so it can be evaluated and verified to determine if the company is making relevant appreciable progress.
Have a good day all.
littlebrother1492, evidently there are many that either didn't read the posted PIPE Financing information in message #42776, or they didn't understand what they read.
1) Note it clearly states "In a PIPE transaction, investors typically purchase securities directly from a publicly traded company in a private placement." This means, as you've correctly indicated, that the public open market would NOT be used to locate and transact the PIPE private placement shares.
2) It goes on to state "Because the sale of the securities is not pre-registered with the SEC, the securities are “restricted,” and, therefore, cannot be immediately resold by the investors into the public markets." This means, that the shares wouldn't be trading in the public open market, as they would be restricted and therefore CANNOT be resold into the public until after they are registered with the SEC. Since no one has seen a registration statement over this last month, share sales into the public market from a PIPE scenario would NOT be occurring.
Bottom line, PIPEs may be done concurrently with a R/M, but it's securities purchases are done as private placements and the shares are restricted from selling to the public until after a SEC registration. This then disproves the theory that the recent high trading volumes are due to a PIPE. Heck, even the theory of an in-work PIPE being associated with the R/M is just an unfounded rumor at this point.
Since it's obviously not PIPE related, the large trading volumes recently being observed do look like appreciable share dilution. However, no one will be able to confirm this, or the extent, until release of the next financial statement.
Have a good one.
==============
tob999
Friday, July 06, 2012 5:13:41 AM
Re: None
Post #42776 of 43101
Some more interesting info on PIPE Financing which i think is occurring here on ASYI:
Quote:PIPE Financing
In a PIPE transaction, investors typically purchase securities directly from a publicly traded company in a private placement – an offering of securities made only to a small group of interested buyers. A reporting company that sells securities in a private placement does not pre-register the securities with the SEC. Instead, the company relies on an exemption from registration, typically Rule 506 promulgated under Regulation D of the Securities Act of 1933 (the “Securities Act”). Because the sale of the securities is not pre-registered with the SEC, the securities are “restricted,” and, therefore, cannot be immediately resold by the investors into the public markets. Consequently, the reporting company will usually agree to register the restricted securities with the SEC shortly after the closing of the PIPE transaction. PIPE investors typically require a discount from the market price of the company’s common stock because of this period of illiquidity between the closing of the transaction and the effectiveness of the registration statement.
poopscooper, I already tried that route in the first two weeks of June.
During that time, I and many others here posted numerous questions on this board, of which no one had the answers (or they elected to not post them). In fact, I also asked if any of the shareholders, those that already had a talking rapport with Tom, would volunteer to consolidate and submit a list of questions so they had the best chance of being answered. But, evidently, no one was interested enough to step up and do this activity. That's fine though, and that is everyone's right.
I'm just currently curious to find out a few more details about what is going on in the company, what are their priorities, and what they'll commit to by way of progress milestones. No biggie, really. However, it's most likely going to come down as adanac just mentioned this morning, that the company may provide answers, via NRs, eventually. And, eventually, they may get more interested investors to step in and buy all the available common shares. Who knows.
Lastly, to help put things into context, I noticed that crazyjerry announced to this board on June 4th that Tom said the company was intending to have a webcast "shortly". Well, it has now been almost a month to the day and yet not a word from the company about when it may actually even happen. Does this seem to fit into anyone's definition of shortly? Certainly not mine.
Once again, best of luck to the longs.
adanac, please read what I actually wrote. I asked Tom and/or Pete to answer the questions via the webcast (if they have one) or post them on the company website. I did not ask him to give me answers in a return e-mail. I only asked that he confirm he received the e-mailed questions and tell me if they were intending to provide any responses.
I just want to see some answers to better understand what the company is doing/plans to do in the immediate and near term, and where Peter is coming from. Some of my intent was to get them to commit to some dates/timeframes for getting some important activities/events accomplished. To press them for progress milestones.
You may be right in that "The company 'via NRs' will answer questions eventually." However, I then must ask, why have a webcast if they don't intend to answer investor questions? Will it instead just be put on as a staged event to provide little specifics and commitments on getting things done? Regardless, all this may not matter soon enough. I'll just wait and see if the next PR is significant and verifiable, and if it isn't, I'll then just be moving on.
Finally found post, yes it was yours ... glad I'm not losing my mind, at least not yet. lol
Trum
Thursday, June 21, 2012 10:34:04 PM
Re: Dominion Melchizedek post# 90436
Post #90440 of 90671
It is very clear now who the shills really are with this scam. And why you can't believe a thing they post. One motive only....to mislead and dump off shares. Dom... I finally got some feedback from an organization that shuts down investigates scams like this and they are aware....Tommy will be getting some correspondence if not already. Not sure what the level of interest is but at least they are on the radar. And the best part is that he HAS to respond..no hiding behind a phone message.
No, I haven't heard anything, no reply from Tom to any of my e-mails.
I was just saying that about 2 weeks ago someone posted on this board that some entity might be sending a request for information or something to such affect to the company. As such, I just added it to my list of why Tom might not be responding to my questions.
Do you recall who in this forum made the comment?
Status on questions submitted to Tom Hands ...
On 6-15-12, I e-mailed Mr. Hands, a consolidated list of questions derived from various shareholder/investor posts. There were over 20 in all (some with multiple sub-questions), some of which were based on comments and questions from adanac, banana, trum, and dom. I respectfully asked if these questions could be answered during the Webcast, if Mr. Coorey decided to have it. Otherwise, I requested if he would see that these questions still get answered in a timely fashion, and then be posted on the company website, maybe in a new Frequently Asked Questions (FAQ) section. I indicated that any and all response to the questions would be appreciated and thanked him for his time.
On 6-22-12, after not receiving a reply from Mr. Hands, I sent a follow-on e-mail asking if he had received the list, and if either he or Mr. Coorey were intending to provide answers to any of the questions in a webcast or on the website.
As of today, still no reply received.
I have a feeling that it would have improved the odds of getting a response if the questions had been submitted by someone that Tom already personally knew. Maybe Tom is too busy with the website development, or is now on vacation, or maybe he is preoccupied with answering other questions that an official entity/agency has solicited (referring to another poster's comment made a week or two ago - trum or ?). Regardless, I'd think Tom would be able to drop a quick note back and say he had the list and was working to develop a response.
Anyway, maybe some answers still will be addressed in the webcast if one occurs.
Good luck to the longs.
News coming this month on Technology license agreement?
From page 8 of 2011 Annual Report: "The Flushaway name and technology is licensed to the Company under a five (5) year Agreement that expires in July 2012. We have received confirmation from the licensor of their intent to renew the Agreement for a further five years and the Company is negotiating the deferral of the conversion of the note payable. Under the terms of the Agreement the Company is to pay a royalty of 5% of the product cost, and a note payable of $5,000,000. The Company has trademarked and owns “Mibellaâ€, a new brand name for the product."
COMMENT: So, the company is planning to issue a $5 million note this month. Should be interesting to see the result from "and the Company is negotiating the deferral of the conversion of the note payable." Looks like a very real potential for many more billions of shares to be added to the authorized limit and outstanding shares. Would be good if the company would clarify the status of this particular activity (maybe in the webcast if Peter decides to have it).
On a positive note, at least by renewing the technology agreement it lessens the likelihood of future contractual/legal issues.
Good luck to the longs.
Trum, thanks for this additional insight ...
Sorry, I thought I was just asking questions (you might want to reread my post again).
Now that you've uncovered the truth of the matter (e.g., that the company slipped in the "of Hong Kong" qualifier into the financial report) which does sound nefarious, what should the shareholders expect to see? Continued significant toxic financing? Exaggerated or false billings? Unscrupulous accounting of how the the funding proceeds are being spent by the company? All of the above? Sorry, I don't have the history you do to understand the specifics of what this all means. I'd like to better understand it though.
Thanks again.
Hi banana, as I posted in #89818 ...
"I knew there would be many questions for Peter once this ball started rolling. Will be interesting to see if all or even any are answered. If there isn't a webcast, a few prominent shareholders may want to request from Tom that a FAQ section be established on the company website where answers to various questions could be posted for all to see. Just a thought"
If no one volunteers to consolidate the questions, that would tell me much, including that no one here really cares about understanding what the company is doing or not doing, and that no one has a cordial relationship with Tom, which is Ok if that is the case. Then, as a fall back, I'd consolidate my questions and send them in only after the company confirmed when the webcast was to be held. If I don't see an announcement for a webcast by the end of next week, I'll then go ahead and send them all in and respectfully request that Tom implement my above suggestion. If after one week I don't receive a response to the questions, or confirmation that Tom is pursuing my recommendation, then I'll know the company has no respect or interest in the investing public. With this piece of information in hand, and if the company ends up issuing another PR containing a non-verifiable distributor(s) or list of retailers, I'll immediately proceed to move on and not look back. Of course. I'll say my goodbyes in this forum before I go. Pretty straight forward process, eh?
Have a good one.
Trum, you offer many points to ponder ...
a) "product is not needed or desired (if it were TomKit.net would be bought out" -
I visited that website a while ago and it looked reasonable and comparative to the products Paychest is striving to offer. It would be nice to know just how well their products are selling. Don't know about your assertion of product demand dictating a buyout. Playing the devils advocate for a minute, there may be some reasonable product demand, but maybe the producer is greedy and wants the world, or maybe is not interested in getting a lump sum versus a revenue stream (e.g., for illustrative purposes only using a $5M buyout versus a $400K per year earnings). My point is that there are few absolutes in this world.
b) "the Big Three don't feel there is profit there" -
You are probably right on with this point. The retailers may make a small profit for each product sold, but in the aggregate big picture, not enough money is made to justify the all their efforts (especially when comparing with their higher margin and higher turnover products). I wonder if anyone recalls what the Flushaway product was going for back when it was on the shelves at Walmart? My understanding is that retailers are essentially ruthless in getting products for almost nothing and they require a lot of time and money for producers to get their products on shelves.
For example, I could make a guess that the retailers make $2 for each product sold, but they may only sell 3,000 daily of the 20,000 stocked throughout their stores at any given time. The $6,000 a day may not be worth it for them to set up and maintain the contracts, conduct promotions, receive and stock product, handle product returns, track inventory and perform billing, etc.). Once again, I wonder if anyone happened to notice just how may Flushaway products were stocked on the Walmart shelves?
I seem to recall reading something from a previous post regarding the previous Walmart situation where there was an issue with something (billing cycle timeliness, or product cost margins, or cash flow or?). Don't remember the detail.
Regardless, it will be interesting to see what the company comes up with in the as yet to be provided list of retailers. Let's just say I'll be surprised if any are major retailers.
c) "pyct does not even have a patented item/process/product" -
Personally, I think the company should expend the time and money to get a patent instead of continuously paying for a technology license (see reference extracts below). If they have the product, getting a patent shouldn't be a big issue. However, in absence of having one, at least they're renewing the technology agreement so it lessens the likelihood of future contractual/legal issues.
From page 8 of 2011 Annual Report: "The Flushaway name and technology is licensed to the Company under a five (5) year Agreement that expires in July 2012."
From page 7 - "Paychest has an exclusive manufacturing license to patents, trademarks, and select marketing rights to Flushaway® that allows us to exclusively market in many countries. Flushaway® is a unique range of feminine hygiene products manufactured in a patented process that makes our products flushable, biodegradable and dispersible under the most stringent environmental standards. Flushaway® technology is used in our range of the trademark applied Mibella women's sanitary products."
I recall a couple weeks back that grantwellington posted on RB that a Paychest patent now exists, but he refused to post any details of it or even the patent number. Instead, he basically said for folks to believe him and buy the stock now before it's too late and the shares skyrocket once the patent news is put out in a PR. So typical for that character, and one of the reasons I came over to this site.
d) "folks are not paying premiums for throw-aways... consumer goods(fem-hy) have been and will always be price sensitive" -
You very well could be right. I don't have a clue to what extent (e.g., current % of market share) woman are buying the throw-aways. Once again, it would be nice to have an idea of how much business TOMKit.net is doing as a data point.
e) "might be a niche somewhere for them if they can make their own line but they need a patent and cash" -
Based on thoughts and comments expressed in item b above, I think the company should seriously consider marketing and selling products from the company website (yes, that is, if they have a product to sell). Then, if it later turns out to be reasonable seller, they might look to move products via some of the big retailers. Yes, everyone needs cash, but IMO this route may be the most affordable and achievable in the near term.
Making a market in PYCT ...
I noticed that there has been some discussion over the past few weeks regarding the Warning statement in pink sheets, and what it would take to remove the warning. To get it removed, and have a market in the stock, a Market Maker (MM) must first file a 15c2-11. For a MM to do such, and put their own money on the line, my understanding is they first must be convinced that adequate integrity exists in the company financial statements and with the independent auditors.
From Page 24 of 2011 Annual Report: "New management has concerns over the book value of equipment, equity investments and the unrealized loss for prior years. Supporting documentation for this has not been located at this time."
Because of this lack of supporting documentation it's unclear how the company generated financial data can be independently audited by a third party. The issue is that company management now has had two years to obtain the missing info and clear things up, but evidently hasn't been unsuccessful. Without a formal, independent financial audit, I believe it's quite unlikely a MM will take the monetary risk and come on board to make a market for the stock. I realize this is contrary to what a couple of the posters on the other board have been espousing. Evidently some believe a new MM will be showing up at any day. To each their own as they say, right banana? (BTW I like your demeanor, it's refreshing).
Obtaining this data should be a high priority so a formal financial audit can be performed and a market can be established for this stock. Note, once one MM is convinced and signs on to make a market many others typically then follow suit in short order. Has any shareholder on this board recently talked to Tom about the status of the missing data? If it's still an open issue, maybe this should be another question to ask Peter if a webcast transpires.
Question: What is the latest status in obtaining the various missing supporting documentation (e.g., book value of equipment, equity investments and the unrealized loss for prior years) as was identified in the 2011 Annual Report, and who has the tote to run this to closure?
Good day to all.
Trum, regarding John Banks and Rich Capital ...
No, I don't know of John Banks or his involvements. I have yet to do any research on him. I thought I read some posts here or on RB regarding him and Rich Capital and their involvement with CES (I don't know what CES was), which by the looks of it, was a questionable or failed business venture (I've yet to see posted what issues transpired, and I'd be interested in seeing them if you care to provide the info via a PM - especially if as noted below Peter indicates that it's the same person/company involved with Paychest).
I did try to verify if a Rich Capital International Enterprise Ltd of Hong Kong exists and is conducting any business, but I was unsuccessful in my attempt. You do bring up a very good point, did the company make a blatant mistake in their 2011 financial report or is there something more nefarious going on. Assuming a mistake was made, then I take it that Paychest may be in for some additional troubles based on past experiences with Rich Capital of UK. If no mistake was made, then once again, as with Xinpro Manufacturing of China, there is no verifiable information that these enterprises actually exist.
Based on your assertions, and since no one appears to be able to verify this matter, I'd think these could be posed as more good questions for Peter's webcast if he ends up having one.
Question: From Page 21 from the 2011 Annual Report it was stated "On February 1st, 2010 the Company issued a Convertible Note for $600,000 to Rich Capital International Enterprise Ltd of Hong Kong for services." Was the Hong Kong location identified in this statement in error as shareholders have been unable to verify the existence of such a business? Also, do you know a John Banks from any of Paychest's business dealings to date?
I knew there would be many questions for Peter once this ball started rolling. Will be interesting to see if all or even any are answered. If there isn't a webcast, a few prominent shareholders may want to request from Tom that a FAQ section be established on the company website where answers to various questions could be posted for all to see. Just a thought.
Anyway, have a good day.
Dominion, simply hilarious!
Too bad I spit up some coffee on my keyboard when I read it. :(
"It would be funny if they shot the video in shadow and mechanically disguised the voice like one of the undercover secret agents or someone in a witness protection program. That would be totally hilarious. Even funnier if in shadow one could spot a fake Fauxhawk haircut that comes to a point. Icing on the cake - Keith Olbermann would be guest interviewer - I hear hes out of work these days and could use some bucks. It would show up on all kinds of blogs spreading the word about this fine company. Seriously!"
Thanks for making my morning a little more humorous. Have a good day.
Banana, thanks for the recommendation.
I could send the questions directly to Tom, but I'd certainly expect no reply (maybe he would forward them to Peter, or maybe file them in the circular container, I don't know him).
My thought and previous comment was for some shareholder that already has an open dialogue with Tom to volunteer and pull the various question lists together and then submit one consolidated list at one time. I thought that approach would produce the best potential outcome as there would be no multiple lists being handled at different times, no duplicate/similar questions for management to try to sift through, etc.).
BTW, I very rarely talk to any IR folks, even in the companies I own, unless I'm looking for a small point of clarification. Some of these questions go beyond that criteria and they may take offense (question their productivity level, decision making capabilities and processes, etc.).
Anyway, part of the intent of my posting was to find out if any of you posters already were aware of an answer and to spark some additional critical thinking on what you've seen or not seen, what you've heard or not heard, what you understand or don't understand, etc.). All part of the due diligence and learning process. I'll bet if all the posters on this board sat back and thought about it, that a hundred questions could be identified. I only know of what has been happening the last 2+ months while many of you have been around for much longer and undoubtedly have lots to say.
I do have a question specifically for you though. Yes or no, did you have to sign a non-disclosure agreement when you visited Xinpro Manufacturing? That's it, as straight forward as I could make it.
Thanks again and try to stay out of trouble. lol
crazyjerry, some background and my position ...
Thanks for the comments.
Actually, I've got a relatively diverse background. Hold a few degrees in engineering and management, and have received some formal training in basic law and in securities (Series 7). I was a project manager for many years at a major Aerospace corporation and am now a product liability consultant (or "insultant" if you prefer).
Why am I visiting this fine establishment? As I mentioned in my first post, #89712, I'm not a shareholder, but am researching this company to see if I want to possibly make an investment.
It's funny now that I think about it, that when I previously mentioned my researching effort on the other board, I was duly chastised that penny stocks don't work that way. The poster said penny stocks aren't for critical evaluations and investing in, they are essentially for day trading or short term momentum plays. Well, all public companies started somewhere, and most people probably have heard stories about even some major stocks today starting in the pennies. Yes, they are very few and very far between. And yes, there have been tons of scams and tons of others that weren't scams that still ending up closing their doors. It's all a gamble, even with some of the big boys, such as Enron. Just makes the case that investors should always stay on their toes and do all they can to best understand what they're invest in.
I find your category labels for posters quite interesting. I guess at this moment you'd have to classify me as a member of the dark side, because I did dare to mention negatives and make criticisms about what I read in the 2011 Annual Report. Then, I guess if I were to become a shareholder who later openly discussed some negative things about the company or its operations I'd have to be relegated to being called a wolf in sheep's clothing or a basher shareholder? Wow, this could get complicated, so I'll have to settle with leaving my labeling up to you. lol
Oops, I'm starting to ramble, now back to evaluating the company. My research into this company is taking much longer than I would thought reasonable as there is evidently little verifiable information available and few posters that contribute much by the way of leads or reference documentation. There is some provided occasionally and I'm thankful for that. I also have seen tons of circumstantial and referential statements and points of matter. This board looks to provide a good mix of discussion material and I look forward to the members diving into the details to flush out any truths or lies, whatever the case. Who knows, maybe this company will prove to be a successful enterprise over this next year. Then again, maybe it won't and the doors to the Hong Kong condominium will be closed for business. Who can say with any certainty at this time?
Anyway, hang in there and have a good day.
adanac, regarding Rich Capital deal ...
I believe I understand what you're pointing out. However, I'd like to comment on the statement "On or after September 1, 2012 the recipient can convert payments due into common shares at 75% of the market price at that time.". That clause is in there to enable Rich Capital an alternative route to try and get their money back in case the company is not making sufficient revenues by that date.
Even if you were correct on assuming the company soon identifies $3M in revenue (David Shaw PO, plus TBD other PO contracts), it also looks like you're thinking they can claim PO contract face values as revenue credits towards the Rich Capital contract stipulation. That's an interesting perspective, as I would have thought in terms of actual revenue proceeds. You may be correct.
Moving on to share price potentials, if the company has booked $3M in revenue proceeds that will likely equate to something on the order of about $600,000 in earnings (based on a 20% profit margin on sales). With an assumed $600K of earnings, which would equates to an ~$0.000021 earnings per share, and applying a PE of 10, a share price of ~$0.00021 could be expected (or about two times today's price). However, you might dreaming if you think the share price will rise by 1000% based on an announcement of another one or two POs. This is especially true if no one can confirm the distributors existence or the specific retailers where the product is being sold.
Anyway, I really don't want to belabor the point. The very real fact is that significant conversion and share dilution is on the way in 3 months (whether it be 800 million, 2 billion or 5 billion shares). Any of these sizes will necessitate an increase in the authorized share limit and result in lots more shares being offered and sold in the market for $0.0001.
The bottom line is that company has got to do what it has to do to get the funds to operate and pay debts.
Take care.
Trum, I like your questions.
It will be interesting to see if Peter actually has a webcast, and especially if he offers to take open questions. Would give everyone a good understanding of where he's coming from and how he operates.
Regarding your second question, I've assumed they are issuing shares at under market value because they cannot obtain traditional or conventional funding sources (e.g., such as those that carry simple interest). Yep, shareholder dilution is very real and quite the challenge.
The company really needs a white knight or someone similar who will buy into the story potential, commit to funding it, and settle for repayment downstream (maybe in form of royalties as products are being sold). Of course, convincing someone that this truly is a viable business enterprise moving forward may be a tough sell indeed. I'd guess the company needs a minimum of $10 million to really make a go of the production requirements, and marketing and sales efforts for products such as this. Obviously more if they decide to research and pilot a diaper effort in parallel.
In that number above, I'm not talking acquisition costs for Xinpro, if it even really exists. If, however, as it's lately being discussed that Xinpro only has a film machine, then all discussion about any potential purchases should cease immediately and be muted this point forward. lol
Anyway, have a good one.
adanac, thanks for clarifying BC Black-eye
I thought it had something to do with directors.
Have a good one.
Any shareholder questions for the webcast?
Come on, don't be shy, start posting your lists. Remember, this is your company so treat it as such. Maybe a LONG shareholder will then compile an integrated list and submit it to Tom for forwarding to Peter in time so that he can provide some well thought out answers.
Other than the obvious questions about the David Shaw PO progress, retailer list development status, quantity of POs being negotiated or in-work, etc., here are a few potential other questions that could be asked.
1) When is the website planned to be updated to address the Mibella product and packaging info to start informing the public and getting the word out?
2) Since the company is evidently currently pushing to market the products in the US and Europe, is the company also considering near term advertising to try and sell the products in Asia, Africa, other via the company website? If not, why not?
3) When should the investment community expect to see Mibella product advertising in magazines, journals, trade shows and conventions?
4) Will the company ship a product sample if requested by individuals (similar to what Gillette did for their Fusion Razor promotion)? This would help with word of mouth advertising and might be an effective additional avenue.
5) When will the company conduct its annual shareholder meeting and complete the Articles of Incorporation By-Laws update as indicated in the 2011 Annual Report?
6) Why is the note for the "Flushaway" technology agreement renewal, evidently planned for next month, being tied to common share conversions instead of assigning a higher royalty fee so the company shareholders doesn't realize more massive share dilution?
7) Does the Transfer Agent require more funds (cash and/or stock) before they will process and retire the 100,000,000 shares bought back by the company in February 2012? If this is not reason, what specifically is the hold up?
8) Can the company comment on having proof of any alleged, currently existing, naked short situation in the stock?
Thanks for the welcome.
First, I'd like to make it clear that I'm currently not a shareholder, and am someone looking into this company to see if I want to possibly make a potential investment.
Yes, I've done some DD, mostly in my first week here, when I evaluated the pros and cons of the 2011 Annual Report. Also, more recently, I've run down a couple of things and even tried sending an e-mail to David Shaw which unfortunately went unopened with no response. So, although I'm still doing my DD on this stock I find it's challenging, given the fact that there is little to no verifiable information available. And, no matter how much I ask, I've yet to see some of the stock board touts provide anything of use to confirm the company is anything but a scam. But, I'm still looking.
Regarding the 2011 Annual Report, you might recall the post #86581, made in this forum by playingthegame, who copied my RB post which summarized my evaluation and comments (I've attached it below for reference). I've also got some additional inputs from the last week or so that I'll post at a later time. I will, however, make one more post in a couple of minutes concerning potential questions for the upcoming webcast.
Anyway, thanks again for the welcome.
====================
playingthegame
Friday, March 23, 2012 8:46:26 AM
Re: None
Post #86581 of 89710
By: mortalmyth
22 Mar 2012, 10:08 PM CDT
Rating: Rate this post: Msg. 81898 of 81938
Jump to msg. #
Below are some highlights from the 2011 Finanical Report. I've also included some comments and opinions (both Pro and Con) regarding the subject matter. This effort was done as part of my due diligence process. And yes, I know about having opinions ... everyone has one. lol
The PROs:
1) From Page 5 - "... The Company intends to spin off Paychest, (Oregon) Inc, a wholly owned subsidiary, in the future."
COMMENT: Good that they still intend to spin off Paychest (Oregon) Inc.. It might be best if the spin off yields a cash infusion into the company to pay more bills versus getting restricted shares from the another company.
2) From Page 9 - "A. Officers and Directors
Peter G. Coorey – President & Chief Executive Officer and Chairman of the Board of Directors
....
Peter Coorey is currently paid $2500 per month until revenues commence whereupon the Board will increase his monthly remuneration.
...
COMMENT: It's good to see the President isn't gouging the shareholders on his current salary. I'm sure he is also receiving some perks, but all executives do. Will be interesting to see what salary he commands if this venture becomes the great success being envisioned.
3) From Page 14 - " ... However, as sales grow, the Company may exercise an option to acquire Xinpro to increase oversight and repatriate
profit."
COMMENT: Very good that the company defined an option to acquire Xinpro if this venture succeeds as planned.
4) From Page 22 - "In December 2010 the Company agreed terms with Xinpro Manufacturing of China for the set-up and operation of an exclusive production facility for the production of Flushaway®. This Agreement became effective in March 2011 upon set up of the production facility and the completion of the first film production machine."
COMMENT: Looks like Xinpro Manufacturing is a significant partner in this venture. Didn't find any compensation/funding or share issuance made specifically to Xinpro which is promising. However, if Xinpro is a partner, they will be getting a TBD percentage of the revenue stream (this will no doubt be identified in follow-on financial reports).
5) From Page 26 - "In June 2011 the Company completed a stock certificate audit with the Depository Trust Company. The audit identified an increase in the number of shares to be reported and an adjustment increase was made of 124,014,285 common shares, although no new shares were issued."
COMMENT: Good that the audit was completed to DTC satisfaction, but not so good that an error in company accounting was uncovered that ended up increasing the share count. Live and learn as they say.
6) From Page 26 - "NOTE 5. FUTURE STOCK CONSIDERATIONS
The general shareholder consensus is to avoid a reverse stock split. Management concurs because it reduces shareholder value and confidence. Management will not use a reverse stock split to consolidate the issued shares. The consolidation will be achieved through further negotiation, share swap, buyback and other positive means. However, a reverse split will be necessary when PayChest is ready to advance to a higher trading exchange, such as the Nasdaq.
COMMENT: Good that the company acknowledges in writing that they will not pursue a stock reverse split to consolidate shares, and only unless it is to get onto a bigger exchange.
7) From Page 29 - "SECTION 1. Shareholder Meeting. ... If the election of Directors shall not be held on the day designated herein for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as convenient."
COMMENT: The sentence is weirdly worded, but it implies (at least to me) that a shareholder meeting should occur annually.
=================
The Cons:
1) From Page 2 - "ITEM 2. THE ADDRESS OF THE ISSUER’S PRINCIPAL EXECUTIVE OFFICES.
1B Glamour Court
1 Discovery Bay Road
Discovery Bay
Lantau
Hong Kong SAR
P.R. China
Tel: +1 714 274 7206
Email: info@paychest.com"
COMMENT: Not considered very professional having a Corporate Office address in one country (especially at a condominium complex) and having the phone number from a different country.
2) From Page 5 - "In October 2011, LIG the group of investors arranged or led by Liani Holdings Ltd. exchanged $300,000 of debt for convertible preferred shares of the Company, convertible at $0.0001 no earlier than 12 months from the date of issue. The preferred shares were issued at a discount of 25% to compensate the LIG investors for a) a non-cash payment and b) the absence of a coupon."
COMMENT: This potentially means having another 3 billion common shares issued as early as this October.
3) From Page 5 - "The Company has increased its outstanding Common Stock from 19,250,331,340 in December 2009 to 22,250,332,340 in December 2010 and 27,785,264,936 in December 2011. Class B Preferred shares increased from 600,000 on December 31, 2009 to 800,000 on December 31, 2010 and to 920,000 on December 31, 2011."
COMMENT: Looks like the company needs to issue between 3 and 5 billion shares each year to operate. Will be interesting to see if this number needs to increase appreciably this year due to the commercial production, marketing and sales efforts underway. I don't see any choice other than having to increase the authorized share limit to well above the current 28 billion.
4) From Page 5 - "The Company does not have pending, and does not anticipate any stock split, stock dividend, recapitalization, merger, or acquisition. The Company ... ."
COMMENT: No plans for a stock dividend, a merger or an acquisition (which is contrary to what is being repeatedly posted by some of the board spammers).
5) From Page 5 - "In August 2011, the British Columbia Securities Commission (the “BCSCâ€) issued a Cease Trade Order against Paychest, Inc. stock in British Columbia, Canada .... The Company refutes the allegations of the BCSC and their attempts at extraterritorial jurisdiction but immediately severed all ties with British Columbia. The Cease Trade Order expires one year after all ties are severed."
COMMENT: The company didn't identify the specific allegations, but only that they refute them. My cursory understanding is that the issue centered on having adequate number of directors on the company board, but please someone else in the know feel free to clarify for me. Regardless, this is a black eye and needs to be resolved, even if only by running out a clock.
6) From Page 6 - "Former management did not update the Articles of Incorporation and the Company will call a shareholders meeting in the near future to amend and update technical aspects of the Articles of Incorporation."
COMMENT: The company current management has had close to a 1-1/2 years to update the Articles of Incorporation. By now, this should have been done along with holding an annual shareholder meeting. This delinquency doesn't reflect well on the company management.
7) From Page 7 - "The Company has no full time employees."
COMMENT: I would think that this should be unacceptable to shareholders. It's unclear how the market and institutional groups could be expected to take the company seriously with only part-time management, marketing, sales, etc.
8) From Page 15 - "ITEM 20. PURCHASE OF EQUITY SECURITIES BY ISSUER AND AFFILIATED PURCHASERS
ISSUER PURCHASES OF EQUITY SECURITIES ...
Nov 15, 12 to
Nov 18, 12 ___ 100,000,000 ___ $0.1362 __ 100,000,000
Nov 22, 12 to
Dec 5, 12 ____ 100,000,000 ___ $0.10 ____ 100,000,000 ___ 100,000,000
Total ________ 200,000,000 ___ $0.1181 __ 200,000,000
The Share Buyback was announced November 14, 2012
* Subsequently in February 2012 the Company purchased a further 100,000,000 shares."
COMMENT: Many of the dates (e.g., those in the table and in the note below it, regarding the share buyback, are in error by indicating 2012 - should be 2011. Granted, these are minor errors, but should have been caught during the proof reading review. This is sloppy in an official document and may not speak well of the accuracy of the other various data within the document. They should amend the report and correct these errors as part of the impending attorney signed off version.
9) From Page 21 - "On February 1st, 2010 the Company issued a Convertible Note for $600,000 to Rich Capital International Enterprise Ltd of Hong Kong for services. The Note attracts 5% simple interest commencing September 1st 2010. Payments for interest and principal commence only when Company revenues reach $3,000,000. On or after September 1, 2012 the recipient can convert payments due into common shares at 75% of the market price at that time."
COMMENT: This market and sales effort needs to be successful soon, otherwise a stock conversion and issuance of an additional 6 billion common shares can be made as early as September. If realized, this would likely be a cause to drive the share price down into the four zeros range.
10) From Page 23 - "In December 2011 the Company paid Cardiff Bay Holdings Ltd $90,000 in Preferred Class B Shares as an advance payment to continue the licensing of the flushable products technology. The Agreement for this technology is reviewed in the first half of 2012."
COMMENT: Looks like more Preferred shares will need to be issued in the next few months to renew the licensing agreement. Too bad this couldn't be accommodated by a royalty percentage after sales have started.
11) From Page 24 - "New management has concerns over the book value of equipment, equity investments and the unrealized loss for prior years. Supporting documentation for this has not been located at this time."
COMMENT: Unclear how this financial report can be successfully audited by a third party without the needed supporting documentation. This should be a big issue and high priority to resolve.
12) From Page 26 - "During 2011 the Company paid $16,092 issued 160,919,311 common shares to reduce debt with part of the Lender Group. The Company also bought back and retired 200,000,000 common shares at prices ranging from $0.0001 to $0.0002."
COMMENT: Looks like close to a zero sum gain on new share issuance versus the publicized share buyback.
13) From Page 26 - "Under a 2011 agreement with LIG, the Company's lenders, and preferred shareholders converted 545,000 preferred shares at $0.0001 resulting in 5,450,000,000 common shares being issued. As part of this in September 2011 the Company increased its authorized common shares to 28,000,000,000. 565,000 new preferred shares were also issued, 400,000 of which were to various parties that collectively are referred to as LIG. The proceeds were used to bring down debt."
COMMENT: This looks like a vicious cycle where Preferred shares are issued, then they are converted to common shares (requiring boosting the Authorized limit), and then a reissuing the Preferred shares again for obtaining income to pay the bills. Seeing this it may very well be that LIG is the third party supplying the market daily with all the converted $0.0001 shares (and not from grant, sherriff, or the other posters pumping up the boards). This constant new supply, coupled with penny flippers churning the share count on high trading volume days, makes more sense than the unproven short share scenario.
(Voluntary Disclosure: Position- No Position)
Greetings all. I just registered for this site as it has much better dialogue and participation level than the other board, which has now degraded into a full blown mud slinging contest.
Anyway, have a good day.