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Agree. The DD and CEO statements don't match.
The new CEO plans to cleanup after Jason (old CEO) according to the news letter. Green (Little Bernie) is here to save the day....or at least make it appear so.....his boss (Rob Marino....money pockets) had to do something to keep the $.0001 conversions going..... he's financing the girls, Bently's and strip-joints in Miami's biggest scam with Jason, Adam and SAND.
What is a LAIR ?
According to Webster it is a wild animal's resting place.
So, you've decided that the CEO is a con-artist. Correct ?
They have good therapy and medications for this type of anxiety disorder. I've done some research for you and this looks like a good place to check yourself in.
http://www.drdavidleibovitz.com/
The DD tells all. The CEO, COO and Chairman have no history of misconduct or business abuses. The 8K's demonstrate massive changes that have a positive effect on us shareholders.
Unless you are employed here to post negative comments...lol
GRPR $.001....... SIMLATUS
I hope they don't do a share buy back! That would be a disaster. The money should go towards corporate growth, not lining the shareholders pockets for no reason. This isn't about GRPR's past history as it is about the future of Simlatus. Any business minded person can figure this out.
There was nothing ever mentioned about a share buy back.
The CEO should continue to take down the toxic notes remaining, have the annual shareholder meeting and reverse split the stock and get this show on to the OTCQB. This will push it where it belongs and get all of the bottom feeders off the gravy train.
You want this stock on the OTCQB, $.10-$.20, no toxic debt, and more institutional buyers.
I have emails from the both of them.
I sent an email to the email address provided on the OTC page, and they responded with their own email address. My guess is that neither you or Civic ever sent an email to the company?
You can also call any of their distributors from their website and they'll provide you with Mike or Bob's email.
It's not insider info as much as it is your inability to actually do any due diligence.
Simlatus is the real deal ! Real revenue, real company, real products....
GO SIMLATUS !!!!! $.001
I have no problem at all reaching out to the company. here this should help:
Gary Tilden, CEO: Gary.Tilden@rjmandassociates.com
Mike Schatz, COO: Mike.Schatz@rjmandassociates.com
Phone:(530) 205-3437
Fax: (530) 273-8482
Gary and Mike already retired $400K in debt. Wiped it right of the top! They are now converting our the small remaining debt.
You make poor assumptions. The due diligence is very easy with this company, and with the new CEO. Call him. Speak to him. he's very friendly.
GRPR is simply taking out the debt.
Let me understand your gripe here according to your posts;
1. All OTC penny companies who dilute the market with new issuances are scams?
2. All penny stock management are scam artists?
3. Reverse Splits are bad and part of a scam ?
4. Any/all business models of penny stock companies are scams?
5. All penny stock companies have no real office or business ?
I agree.
Can the new company get the note holders out of their positions before August? The 8K said that the R/S would not happen until after the annual shareholder meeting in mid June.
I've seen other similar pennies support the liquidity to take down the inherited debt of previous note holders. Other than Direct Capital, who has been locked up, the other remaining debt holders are;
Syndication Capital #1 5,000
Coventry Enterprises #2 20,000
LG Capital Funding 29,000
New Venture Attorneys 50,000
Blackbridge Capital 2,000
GW Holdings 46,500
ARC Capital Ltd 21,625
Tangiers Investment 45,157
GHS Investment 15,135
Southridge Partners 23,655
Asher and Santa Rosa have been cancelled.
Syndication, Blackbridge and GHS are out, provided they've converted their small amounts.
This looks manageable. If the average liquidity is $5K a day, or better, this can be decreased quickly.
You are comparing the wrong product.
The SyncPal is built to interface with commercial Broadcast TV stations. There is nothing out there capable to interface with their station systems. You are comparing a tricycle to a Maserati.
I'm not understanding the false information that is purposely being posted here!
Simlatus is not manufacturing online inexpensive mass consumer products that you can purchase at Google or in a mall. They specialize in manufacturing commercial systems for major TV broadcast companies requiring the electronics to manage their studios.
Pick me up off the floor man!
I am in tears with laughter. They have offices, in an office business complex. Looks like about 4,000 sq ft there if you do the DD. They are moving to 5,000 sq ft at the new Digital Media Center and sharing another 26,000,000 sq ft with 3 other businesses in augmented/virtual reality!!!! They have vendors and suppliers in Grass Valley, Auburn and Sacramento.
You can clearly see the 2 story office complex using Google earth. They have a large sign out front that say's "RJM and Assocaites"....
175 Joerschke Dr., Suite A
Grass Valley, CA 95945
I spoke with Mike Schatz, the COO. They are doing a video tour of their facility for the shareholders.
You need to stop with the false info here! It's bad form.
I'm still on the floor laughing!
Scamlatus. You are too funny.
Can you spell R.E.A.L.D.E.A.L. because this is a real company with real revenue, real products, real management. Something you may not be used to, unfortunately.
There are even real offices. The new website, Simlatus.com, will probably have photos of the facility. True, it may not be HUGE, but why should it be. Manufacturing today is sub-contracted to local circuit board suppliers, sheet metal companies and component suppliers. The DD on the website and disclosure mentions that RJM currently tests and assembles their products. You are living in the dark ages !
Keep up the false information and funny remarks. It really makes my day! Keep in mind that as long as you are negative, the stock will never lift and you are simply supporting the idea of a Reverse Split. You may be part of the reason why your penny stocks do reverse splits....you're only doing you job. I understand!
You're a comedian ! Sisters !!!
I give you credit for your wit. It's more like the Walton's.....more than sisters..... too funny!
This is no longer GRPR. This is SIMLATUS. The news is solid with experienced the management team, real revenues, products, and market support. The name change is disclosed with FINRA.... just waiting for new symbols and effective date.
I noticed on the State of Nevada, Secretary of State, the Reverse Split of 1 for 500 has been officially cancelled as of April 8, 2016.
https://nvsos.gov/SOSEntitySearch/corpActions.aspx?lx8nvq=ws%252bghGErip35gSs0HpObzA%253d%253d&CorpName=SIMLATUS+CORPORATION
The management must feel confident to drive the price up with real news.
I look forward to more of your jokes... makes it more fun for me.
GRPR can support the debt reduction.
The filings indicate balances on old notes. This may be why they held back on the reverse. It gives management a chance to reduce the old notes.
The Simlatus story and real revenues should hold up the liquidation on the old notes. For every share sold, there is a share purchased.
There seems to be only facts here and no rumor...
This is incorrect.
Any R/S can end up where your shares fall in value, lower than the value of $.0001 pre reverse. I'm not sure where you took math class.
In my opinion, there are only 23 share holders of record, and an unknown number of share holders in street name (CEDE & Co). An R/S could be painful, but so is a shot of penicilin.
For any of us to support and grow this company, we need to support the stock price now and try to lift it, and support an R/S so this company can move to the OTCQB. (I can't believe I'm saying this.) lol
This is a double edged sword. If it stays where it is it could go back to 'No-Bid'. If we work together (highly unlikely) this stock could move up the food chain pre-reverse so that at post reverse it gives it more room to recover.
I'm a newbee to this stock, and didn't experience that dilution in the previous rounds. But, with 35 years behind me, I can see a real deal simply through the due diligence. Simlatus management is determined to move this into a higher exchange, and they're not stage development. They've been transparent with everything and very informative to us shareholders. These casino odds are slightly in our favor.
Holding at $.0002....heading to $.0003
If it was being pumped, the $.0001's would be dumping. Right ?
The management keeping all of us on top of sales and transition to Simlatus Corporation. Welcome.
Grid Petroleum Announces Additional Revenue and New Website
Simlatus Corporation Building Launching Pad to Skyrocket in Growth
GRASS VALLEY, CA -- (Marketwired) -- 04/08/16 -- Grid Petroleum Corp. (OTC PINK: GRPR) -- Grid Petroleum Corp. has recently filed for its new name change to 'Simlatus Corporation' and announces today that the final documentation has been submitted to close new purchase orders for their distributor in Hong Kong and the U.S. distributor selling a large order to the US Navy.
The company has a current expanding revenue base in the broadcast industry with long-term national and international distribution. The current customers of our products include large broadcast giants such as CBS, NBC, ABC, FOX, ESPN and DIRECTV, plus the many smaller broadcast customers which include religious facilities, international broadcast facilities and colleges, as well as various radio stations. The new product designed in augmented/virtual reality markets allow the company to capitalize in this $120B growing industry.
Mike Schatz, COO, stated, "I have finalized the documentation for a quotation to MediaTech in Hong Kong for the purchase of our Innovation 16x16 Analog Video & Stereo Routers. Further, we have completed the final documentation for Fiber Group to submit the quotation for the US Navy, which includes 40 Innovation 16x1 Video/Relay Routers. The US Navy order may lead to even more orders in the near future."
Gary Tilden, CEO, stated, "These are very exciting times for the company. Although there may be some confusion with the various company names involved in this transition, let me clarify: Grid Petroleum is the current public vehicle used to purchase assets from RJM and Associates. With these assets and revenue stream, along with our new product designs, we have formed a new company, 'Simlatus Corporation,' which will replace Grid Petroleum Corp. The RJM website will remain, and a new Simlatus website will encompass all of the RJM products, new product developments, company information and an investor section that will be more state-of-the-art and mobile friendly. Our web engineering design team based in Oregon, Warm Media, Inc., anticipates the new website to be active by the end of April."
Safe Harbor for Forward-Looking Statements: This news release includes forward-looking statements. While these statements are made to convey to the public the company's progress, business opportunities and growth prospects, readers are cautioned that such forward-looking statements represent management's opinion. Whereas management believes such representations to be true and accurate based on information and data available to the company at this time, actual results may differ materially from those described. The Company's operations and business prospects are always subject to risk and uncertainties. Important factors that may cause actual results to differ are and will be set forth in the company's periodic filings with the U.S. Securities and Exchange Commission.
Investors:
Gary B. Tilden
CEO
Grid Petroleum Corp/Simlatus Corporation
(800) 390-8446
www.rjmandassociates.com
Source: Grid Petroleum Corp
This is ready to run!
Look at the charting. Pre reverse is only up and so will post reverse... provided new management and revenues stay on course.
In 35 years, I've had several home runs in this game field. This one is pointed in the right direction. Why rally it down ?
This is too funny. Keep it up!
Every thing smells with you. (No pun intended pooh).
So you're logic is that RJM, their management, distribution, product revenues, IP, and R&D team all jumped into GRPR to create a pump-n-dump scam to fool traders? Bwhahahahahaa
So a rumor of this sort would create dumping so maybe someone else could buy at $.0001 before it runs ? (Oh. I see the logic). cool.
Due Diligence is in the filings, websites and news. CALL THE COMPANY DIRECTLY AND SPEAK WITH MIKE SCHATZ OR GARY. (530) 205-3437 (Main Office)
FACT: GRPR is going to run. And, run well.
FACT: RJM and Associates has a strong and experienced management team, and the old GRPR business & management is OUT THE DOOR!
FACT: In the past 30 days, the new management had revenues, provided solid news, and retired $400,000 in toxic debt.
FACT: The new product line is going to bust this out into the $4-$5 PPS range.
FACT: The CEO postponed the R/S to properly conduct the Annual Shareholder Meeting and let the shareholders decide.
FACT: This is 'Simlatus Corporation' now; and any negative news is false and misleading.
This stock is heading to $.001.....
Maybe remove the 'pooh' from your name and you'll smell something better? Right now it ain't roses...... maybe change it to kennymint ?
You couldn't be further from the facts....... but I enjoy the humor here....keep up the jokes....too funny!
The company filed and disclosed the new name change to 'Simlatus Corporation'.... NONE OF THE OLD MANAGEMENT IS IN THIS ANYMORE!!!!
The old website....rjmandassociates.com... is being changed to a new website according to the news releases. I suppose it would be simlatus.com. I suppose the new website will include an investors section, new product development and a better layout. The old website was obviously designed just for their distribution partners so they can pick-off the product specs. This equipment is not for a consumer based online purchase item. Who would go online and spend $7K on an analog digital receiver for broadcast systems and pay by credit card...lol???
Productivity is measured in knowledge here, not negative energy.
Go watch the movie "Grumpy Old Men"....
At some point we need to combine due diligence with experience, which seems to be lacking here.
FACT: Grid Petroleum had no revenue and was deep in toxic debt. The management (Ed Aruda) did nothing. Shares were handed out like condoms at an orgy.
FACT: RJM and Associates sold their IP to GRPR and moved in and replaced all of the GRPR management. The factual disclosure of the recent 8K's demonstrate a reduction of $400K in convertible debt. Real revenues, and experienced management. The new name change is 'Simlatus Corporation', and the new CEO postponed the R/S pursuant an annual shareholder meeting. They've even shared information about existing revenues and future product revenues. The new management are transparent and focused on growing their revenues and building newer products.
FACT: If you know anything about the broadcast industry, the RJM equipment is exactly what is required to comply with FCC regulations as well as being able to be installed in the existing racks that house the equipment. All of the major networks (CBS, NBC, FOX, ABC, ESPN, CNN, DirecTV....etc...) use the same rack configuration as they did 30 years ago. It works and functions within their studios. It is not equipment from the 1980's (although I did have a good laugh and appreciate the humor on this board). The RJM systems are state of the art (analog/digital with high definition requirements for today's broadcast satalite.
R/S is 4 months away. Do the math.
Annual Shareholder Meeting set for June 15, 2016.
PRE14C prepared by lawyer along with the FINRA package and filed on June 20, 2016.
FINRA receives and reviews the PRE14C around June 30, 2016.
Providing that there are no comments to respond to, the DEF14C would be filed no earlier than July 10, 2016.
The effective date is 20 trading days out minimally. Looks like sometime in August if everything goes perfect.
I'm in support of the R/S...... this stock should stand its ground pre or post reverse.
Simlatus Corportion positioning...$.001 next
No fluff. I've done my due diligence. Real company...real revenues...real management.......... no lies here!
www.rjmandassociates.com
Great product line and full transparency........
they are cleaning the house!!!!
Chewing through another 28M.
Looks like were almost through the .0001's ! Then on to the .0002's
Agreed.
CIV is right about the old GRPR. The new GRPR will need to prove themselves.
My due diligence shows that the new GRP has turned this turd around !
http://nvsos.gov/SOSEntitySearch/corpsearch.aspx?st=c&ss=simlatus
we should measure the new managements accomplishments from March 10, 2016 through March 31, 2016...
1. They dismissed the old management via an 8K filing
2. They brought in new asset, new IP and real revenues
3. They retired $400K in convertible notes and debts to prevent more dilution
4. They want to restructure shares :( for OTCQB....
I suppose the 1:500 reverse hurts a bit for the 23 shareholders who have any stake in this company. Tell me if there is a non-painful way to get this on the OTCQB ? Maybe we can beg new management to keep this at no-bid.
GRPR is the real deal.
The due diligence on the new management and new company here speaks for itself.
Grid Petroleum Retires Over $400K in Debt and 60M Shares
Grid Petroleum Corp. (OTC PINK: GRPR): Announces Asset Purchase Agreement for Digital Media and Augmented-Virtual Reality Devices Technology
Grid Petroleum Completes Restructure With State of Nevada
Simlatus Corporation Provides $6.2M Asset and Revenue
The new company, Simlatus Corporation, has IP, Revenue and manufactures all of their product here in the USA.
What you gain in equity, and what you gain in the R/S is positive. You really want to be at no bid at $.0001 as a petroleum business doing nothing?
I would rather be on the OTCQB with liquidiy and equity.
Don't be a whiny baby !
Why would you call yourself a clown ?
I appreciate the time and effort you put into spellchecking all of the documents and posting your results. Your spellcheck skills are exceptional.
I also appreciate the DD you performed on the new business and how you related the Broadcast Digital Media industry to the gas and oil industry. Well done.
Your analysis on the trading correlations between the old business and the new business was astonishing. I can agree that many of the shareholders from the past that have hung-on to GRPR like a tick on a dead deer have lost their life savings. lol
This is no longer GRPR. The new company is 'Simlatus Corp.'. The newly acquired assets include existing and future revenues, and the IP is proprietary and manufactured at the same offices in Grass Valley, California. The management have a strong BIO. They have cleaned up some debts that saved 4B shares from diluting the market.
Don't be a whiny baby.
GRPR Retires $400K in Debt and 60M Shares
BUFFALO, WY -- (Marketwired) -- 03/22/16 -- Grid Petroleum Corp. (OTC PINK: GRPR) Grid Petroleum Corp. announces that it has initiated the first round of retiring debt and stock as a part of its restructuring. The company filed an 8-K/A today disclosing these initial transactions.
Last week on March 17, 2016 the company conducted a digital conference meeting with all of its shareholders and other public interests. In this meeting the CEO discussed its revenue growth in the major broadcast industry with clients such as DirecTV and FOX, and assured the shareholders that he would reduce the debts, shares and toxic transactions over the next several months. The company is designing high-end products for the upcoming $120 Billion augmented reality and virtual reality arena.
Gary B. Tilden, Chief Executive Officer stated, "We have initiated the first round of removing toxic debt to GRPR. This is in addition to restructuring our shares and amending our Articles of Incorporation to reduce the authorized shares to $2 Billion and a name change to 'Simlatus Corporation'. We plan to remove more debt and cancel more issuances that are unrelated to our new industry."
On March 9, 2016 the company acquired the intellectual property of RJM and Associates, LLC, and appointed Gary B. Tilden as the new CEO, Mike Schatz as the new COO and Robert Stillwaugh as the new Chairman. This $6.2M transaction brought immediate revenues and a new business to GRPR.
Listen to the Conference Call: https://fccdl.in/URMwef0kj
Read the 8-K/A Disclosure: http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=11272356
Read the Press Release: http://www.otcmarkets.com/stock/GRPR/news
You're wrong again ! So wrong.
Here is a link to a site that provides the corporate background for Tim DeHerrera. His name is spelled "DeHerrera".
http://people.equilar.com/bio/tim-deherrera-force-energy/salary/522004#.VvNZx3rjWpQ
Here is a link to the SEC filing through FORC and signed by Tim DeHerrera. It is spelled "DeHerrera"
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8795660
The problem with your posts are the inadequacies and false information you put out there. Unless you have another agenda to achieve, there is no reason to mislead readers.
GRPR has made a great turn around, and will continue to move up the food chain here on the OTC. There is no dispute of the new company, revenues, clients, new management and history with RJM and Associates as it will relate to GRPR, which will soon be named 'Simlatus Corporation'.
It's time to move on past the fact that the GRPR team has spelled words properly, and that your post was inaccurate.
This is terrible news !
The spelling of Tim's name is disappointing. It is actually spelled wrong at FORC and is actually spelled DeHererra. Sorry your wrong again. The GRPR crew has actually spelled it correctly.
I've done some more DD...... :)
You are correct. The Grass Valley Group is top notch.
Looks like Robert Stillwaugh worked for the Grass Valley Group for 24 years...designing all of their products. Impressive ! You can read his BIO on the 8K filed on March 10, 2016.
Grass Valley Group was acquired by a larger company called 'Belden, an
international investment firm specializing in the broadcast market, for $220 million.' Looks like Mr. Stillwaugh designed more systems under his new corporation, which is now owned by GRPR and they continue to sell to this large broadcast companies.
You're wrong again. Sorry.
On Page 23F of the 10-Q Ending 12/31/2015 you'll find the spelling of Tim DeHererra. This doesn't help your credibility much! If the auditor has mispelled it, please call them and let them know. I found a few semi-colons missing and a couple of comma's that were not where they should be. LOL
Further, the reduction of any debt reflects 10M shares of non-dilution for every $1000 of debt reduced. In this case they totally removed an Asher note and affiliate debt. This is reflective of a non-dilution transaction of 4B shares !!! Here, I'll do the math for you so that you don't make any mistakes: $400,000/$.0001=4B. 60,000,000 shares were retired, at no additional expense to the shareholders. Not a big deal in the scheme of things, but an indication that the new management is cleaning house.
Next, I've personally contact Bob Stillwaugh, the new chairman and Mike Schatz, the new COO: they are very proud to have CBS, FOX, NBC, ESPN, ABC and DirecTV using their broadcast switches and other equipment. They are also very proud that they built and designed these systems over the years. You can call their office at 530-205-3437. I asked them about their website in regards to both the online purchasing and some areas that are being revised.
In response to online purchasing: RJM is not a direct seller of these special instruments and they utilize their existing distribution network. This is not a mass consumer or POS distribution model. The website is not being developed for 'Simlatus Corporation', and the old website will be replaced and shut down. All their distribution are being notified of the changes.
I am now questioning your accuracy or the intentions you may have in what you post. Further, I am questioning if it is more naive to stay with what in your opinion is a POS company and simply moan and groan for weeks and months on end!
I'm here because I've done my due diligence with RJM and each of its officers. This is the real deal. If you can't get over the fact that a R/S is required to lift this stock on to the OTCQB, I can give you other symbols of penny stock that you may like that are at No Bid/$.0001 with no revenue and one guy running the show.
This is looking better!
For some reasons I couldn't find any spelling errors. I checked the spelling in the last 10-Q, unless the names were incorrectly spelled in that report.
Besides being the "spell check guru" I am impressed that reducing toxic debts, and retiring shares. This is always an A+ in my play book.
So besides the new company, new revenues, new management and IP, along with customers like CBS, FOX, NBC, DirecTV, and ESPN...... I'm going to hang around for awhile and be supportive. Unless they really screw this up ! lol
I also read the 8K for today.
Who was DeHererra ? The new management looks like they are now getting their arms around cleaning this mess up!
Some of the older posters here have clearly been abused with this company. Just stepping in this for the first time, I'm a believer in the new company, but agree that its hard to imagine why any of you stayed here so long with the old business ? I can see why you have nothing positive to post here. :(
Looks like its starting to move !
The website is informative. New management seem energized. This may run !
Website: http://www.holidayislandholdings.com
I'll wait and see the results
I have to agree with some of the other posts regarding the history of this stock. It's gone nowhere for years!
I also agree that this is no longer GRPR. It's Simlatus Corporation cleaning up the mess that they walked in to.
I've spoken with the COO, Mike Schatz. They have real revenue here, and real products IP. Management is experienced. They kept Ed on just to get through the transition, then he's gone.
I also see a few misunderstandings regarding RJM. This is not a merger where the consolidated financials are merged. Only the asset was sold. The same management with RJM replaced GRPR management. The name will change. So only new revenues will be reported. Right ?
There is much more to consider with GRPR.
I was able to call or use the link to listen to the shareholder conference. It works just fine and you should read the news that came out today on GRPR as follows;
http://www.otcmarkets.com/stock/GRPR/news
Shareholders can listen to the recorded shareholder conference by clicking the following link: https://fccdl.in/URMwef0kj
I can understand your sentiment and total disgust based upon your moderator loyalty to staying aboard with this company for so long. You are relying on past GRPR management decisions and their core oil & gas business; instead of doing your due diligence on RJM and Associates.
This is no longer GRPR. It is 'Simlatus Corporation'. Their core business is specializing in building systems for the worlds largest television broadcast networks. It is a new company that has forged deep relationships with these networks, and who are now entering the $120B augmented/virtual reality market.
This is all FACT and VERIFIABLE. www.rjmandassociates.com
It is a new management team with extensive experience, and a company with existing revenues.
If GRPR did not become RJM's Simlatus, would you be happier ?
Is the reverse split really your biggest concern here ? Seriously.
I disagree. GRPR has totally changed.
I would agree only if there were no changes here. Look at the 8K filing. Go to the OTC Company profile page. Look at the new company website at www.rjmandassociates.com
The DD says it all. The management even had a shareholder conference just yesterday.
Why would they want the PPS at .0001 ? The new management has just delivered something real. They are giving you access to everything here! There is no transparency with the new management. The website gives you access to their distribution network, products, etc.....
I would rather have this stock at 15 cents on the OTCQB with immediate revenues and forward progress, than sit here day after day moaning and groaning about it being a POS. Right ?
Just saying !
Interesting point of view.
I would doubt that the analytics are here to paint anything. There is a new asset, new management, real revenues, real IP, customers like CBS, FOX, DirecTV, NBS, ABC........
This looks like organic trading now, not paint. Read the FACTS.
you have to treat most OTC like a turd... I agree. There are a few exceptions. This one is going somewhere...... my guess is the OTCBB for sure, and up to the higher exchanges. Too much good due diligence here.
Grid Petroleum Corp. Announces Shareholder Conference Call
http://www.otcmarkets.com/stock/GRPR/news
Company Discusses $6M Asset Purchase and New Management
BUFFALO, WY -- (Marketwired) -- 03/16/16 -- Grid Petroleum Corp. (OTC PINK: GRPR): Grid Petroleum Corp. filed an 8-K on January 29th, 2016 announcing a conference call meeting for its shareholders and any other individuals interested to learn about the company.
The conference call is scheduled for March 17, 2016 at 4:30 PM EDT/1:30 PM PDT. The conference call will be a lecture style hosted by CEO Gary Tilden and the former CEO Edward Aruda. Shareholders that have questions can email them to info@gridpetro.com prior to the call.
Call in Number: 1-563-999-2090
Participant Code: 765418
There will also be a playback of the call starting about 6:30 PM EDT on March 17, 2016
Playback Number: 1-563-999-2099
Access code: 765418
Gary B. Tilden, Chief Executive Officer stated that "This is an important conference call and we encourage our shareholders to participate. We want to address the share structure change in order to provide a clear and precise pathway to the importance of lifting the company to the OTCQB and building a solid foundation for all of us. The company now has revenue and a larger asset of proprietary technology and is not a VAP (Value Added Reseller). This is our product that we manufacture in the United States. Further, we have solid relationships with our end-users that include DirecTV, CBS, FOX, ESPN and NBC. More important, we chose to take our private company public to introduce new products in the augmented and virtual reality markets. Our focus is to remove the old debt and toxic notes while using revenue to grow the business in order to strengthen shareholder equity. We can't please everyone who has been buying and selling this stock, but we can build safeguards in order to flush out toxic traders on this stock. Our good name, customers, management and IP will be the torch that we carry forward to grow this company for the good of our shareholders. We are asking for your support and encouragement to help grow this company."
This is a good question. GREAT NEWS.
I read the recent news and 8K filing. Just picked up some shares. I'm betting on the new management and company. I'm glad to see the old business making way for something better. Thank goodness.
www.rjmandassociates.com
Real company, real revenue, fully experienced management. I called and spoke to Mike Schatz. They have real offices and manufacturing facilities! Customers are CBS, FOX, NBC, ESPN...DirecTV.....the due diligence is easy. You can even call any of their distributors. Their broadcast products are high end.
I also like the part of the new product line!!!! Augmented/Virtual Reality....great market entry when you have existing customers like DirecTV or FOX.....
Obviously they are restructuring shares.......this makes sense. My guess is they need the OTCQB!!! I'm supportive for this.
I'm joining the shareholder conference call in 45 minutes.......
An actual statement from Jason that is true!
"Whereas management believes such representations to be true and accurate based on information and data available to the company at this time, actual results may differ materially from those described."
You'll find it as a disclaimer in each of the Wolf's press releases. :)
FBEC filing of note with 50% discount? Ouch!
NEITHER THIS NOTE NOR THE SECURITIES THAT MAY BE ISSUED BY THE BORROWER UPON CONVERSION HEREOF (COLLECTIVELY, THE “SECURITIES”) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED: (I) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT, OR APPLICABLE STATE SECURITIES LAWS; OR (II) IN THE ABSENCE OF AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE ISSUER, THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT OR; (III) UNLESS SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO RULE 144 UNDER THE 1933 ACT.
8% CONVERTIBLE NOTE
MATURITY DATE OF NOVEMBER 29, 2015
$25,000 ON MAY 29, 2015 *THE “ISSUANCE DATE”
FOR VALUE RECEIVED, FBEC Worldwide Inc, a Wyoming Corporation (the “Company”) doing business in California hereby promises to pay to the order of David Eckert, an accredited investor, or its assigns (the “Holder”) the principal amount of Twenty Five Thousand Dollars ($25,000.00), on demand of the Holder at any time on or after November 29, 2015 (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof at the rate of Eight Percent (8%) per annum (the “Interest Rate”) from the date hereof (the “Issuance Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise; provided, that any amount of principal or interest on this Note which is not paid when due shall bear interest at such rate on the unpaid principal balance hereof plus Default Interest from the due date thereof until the same is paid in full. Interest shall commence accruing on the Issuance Date, shall be computed on the basis of a 365-day year and the actual number of days elapsed and shall accrue daily and, after the Maturity Date, compound quarterly.
1. Payments of Principal and Interest.
a. Payment of Principal. On or before the Maturity Date, this note has a cash redemption premium of 135%. The Company has the right to prepay the redemption premium on or before the Maturity Date. This provision may be exercised without the consent of the Holder. The principal balance of this Note shall be paid to the Holder hereof on demand.
b. Default Interest. Any amount of principal on this Note which is not paid when due shall bear Eight Percent (8%) interest per annum from the date thereof until the same is paid (“Default Interest”) and the Holder, at the Holder’s sole discretion, may include any accrued but unpaid Default Interest in the Conversion Amount.
c. General Payment Provisions. This Note shall be made in lawful money of the United States of America by check to such account as the Holder may from time to time designate by written notice to the Company in accordance with the provisions of this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a Business Day (as defined below), the same shall instead be due on the next succeeding day which is a Business Day and, in the case of any interest payment date which is not the date on which this Note is paid in full, the extension of the due date thereof shall not be taken into account for purposes of determining the amount of interest due on such date. For purposes of this Note, “Business Day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the State of Texas are authorized or required by law or executive order to remain closed.
2. Conversion of Note. At any time prior to the Maturity Date, or after the Maturity Date, the Conversion Amount of this Note shall be convertible into shares of the Company’s common stock, share (the “Common Stock”), on the terms and conditions set forth in this Paragraph 2.
a. Certain Defined Terms. For purposes of this Note, the following terms shall have the following meanings:
i. “Conversion Amount” means the sum of (A) the principal amount of this Note to be converted with respect to which this determination is being made, (B) Interest; and (C) Default Interest, if any, on unpaid interest and principal, if so included at the Holder’s sole discretion.
ii. “Conversion Price” means the lower of: (i) $.01 per share, or (ii) a 50% discount to the lowest trading price during the previous twenty (20) trading days at time of conversion.
iii. “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.
iv. “Shares” means the Shares of the Company into which any balance on this Note may be converted upon submission of a Conversion Notice.
b. Holder’s Conversion Rights. At any time or times on or after the Issuance Date, the Holder shall be entitled to convert all of the outstanding and unpaid principal amount of this Note into fully paid and non-assessable shares of Common Stock in accordance with the stated Conversion Price.
c. Fractional Shares. The Company shall not issue any fraction of a share of Common Stock upon any conversion; if such issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole share.
d. Conversion Amount. The Conversion Amount shall be converted pursuant to Rule 144(b)(1)(ii) and Rule 144(d)(1)(ii) as promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended, into free trading shares at the Conversion Price.
e. Mechanics of Conversion. The conversion of this Note shall be conducted in the following manner:
i. Holder’s Conversion Requirements. To convert this Note into shares of Common Stock on any date set forth in the Conversion Notice by the Holder (the “Conversion Date”), the Holder hereof shall transmit by email, facsimile or otherwise deliver, for receipt on or prior to 11:59 p.m., Eastern Time on such date or on the next business day, a copy of a fully executed notice of conversion in the form attached hereto as Exhibit 1 (the “Conversion Date”) to the Company.
ii. Company’s Response. Upon receipt by the Company of a copy of a Conversion Notice, the Company shall as soon as practicable, but in no event later than one (1) Business Day after receipt of such Conversion Notice, send, via email, facsimile or overnight courier, a confirmation of receipt of such Conversion Notice to such Holder indicating that the Company will process such Conversion Notice in accordance with the terms herein. Within two (2) Business Days after the date of the Conversion Confirmation, the Company shall have issued and electronically transferred the shares to the Broker indicated in the Conversion Notice; should the Company be unable to transfer the shares electronically, it shall, within two (2) Business Days after the date of the Conversion Confirmation, have surrendered to FedEx for delivery the next day to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder, for the number of shares of Common Stock to which the Holder shall be entitled.
iii. Record Holder. The person or persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date.
iv. Timely Response by Company. Upon receipt by Company of a Conversion Notice, Company shall respond in a timely manner to Holder by provision within two business days of the Shares requested in the Conversion Notice.
v. Penalty for Delinquent Response. If Company fails to deliver for whatever reason (including any neglect or failure by, e.g., the Company, its counsel or the transfer agent) to Holder the Shares as requested in a Conversion Notice and within three business days of the receipt thereof, there shall accrue a penalty of Additional Shares due to Holder equal to 25% of the number stated in the Conversion Notice beginning on the Fourth business day after the date of the Notice. The Additional Shares shall be issued and the amount of the Note retired will not be reduced beyond that stated in the Conversion Notice. Each additional 5 business days beyond the Fourth business day after the date of this Notice shall accrue an additional 25% penalty for delinquency, without any corresponding reduction in the amount due under the Note, for so long as Company fails to provide the Shares so demanded.
vi. Conversion Right Unconditional. If the Holder shall provide a Notice of Conversion as provided herein, the Company’s obligations to deliver Common Stock shall be absolute and unconditional, irrespective of any claim of setoff, counterclaim, recoupment, or alleged breach by the Holder of any obligation to the Company.
vii. Transfer Agent Fees and Legal Fees. The issuance of the certificates shall be without charge or expense to the Company. The Holder shall pay any and all Transfer Agent fees, legal fees, and advisory fees required for execution of this Convertible Note and processing of any Notice of Conversion, including but not limited to the cost of obtaining a legal opinion with regard to the conversion.
3. Other Rights of Holders: Reorganization, Reclassification, Consolidation, Merger or Sale. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company’s assets to another Person or other transaction which is effected in such a way that holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock is referred to herein as “Organic Change.” Prior to the consummation of any (i) Organic Change or (ii) other Organic Change following which the Company is not a surviving entity, the Company will secure from the Person purchasing such assets or the successor resulting from such Organic Change (in each case, the “Acquiring Entity”) a written agreement (in form and substance reasonably satisfactory to the Holder) to deliver to Holder in exchange for this Note, a security of the Acquiring Entity evidenced by a written instrument substantially similar in form and substance to this Note, and reasonably satisfactory to the Holder. Prior to the consummation of any other Organic Change, the Company shall make appropriate provision (in form and substance reasonably satisfactory to the Holders of a majority of the Conversion Amount of the Notes then outstanding) to ensure that each of the Holders will thereafter have the right to acquire and receive in lieu of or in addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable upon the conversion of such Holder’s Note, such shares of stock, securities or assets that would have been issued or payable in such Organic Change with respect to or in exchange for the number of shares of Common Stock which would have been acquirable and receivable upon the conversion of such Holder’s Note as of the date of such Organic Change (without taking into account any limitations or restrictions on the convertibility of the Note). All provisions of this Note must be included to the satisfaction of Holder in any new Note created pursuant to this section.
4. Representations and Warranties of the Company. In connection with the transactions provided for herein, the Company hereby represents and warrants to the Holders the following.
a. Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.
b. Authorization. All corporate action has been taken on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement. The Company has taken all corporate action required to make all of the obligations of the Company reflected in the provisions of this Agreement, valid and enforceable obligations. The shares of capital stock issuable upon conversion of the Notes have been authorized or will be authorized prior to the issuance of such shares.
c. Fiduciary Obligations. The Company hereby represents that it intends to use the proceeds of the Notes primarily for the operations of its business and not for any personal, family, or household purpose. The Company hereby represents that its board of directors, in the exercise of its fiduciary duty, has approved the execution of this Agreement based upon a reasonable belief that the loan provided for herein is appropriate for the Company after reasonable inquiry concerning its financial objectives and financial situation.
5. Covenants of the Company. So long as the Company shall have any obligations under this Note, the Company shall not without the Holder’s written consent pay, declare or set apart for such payment any dividend or other distribution (whether in cash, property, or other securities) on share of capital stock solely in the form of additional shares of Common Stock.
a. So long as the Company shall have any obligations under this Note, the Company shall not without the Holder’s written consent redeem, repurchase, or otherwise acquire (whether for cash or in exchange for property or other securities) in any one transaction or series of transactions any shares of capital stock of the Company or any warrants, rights, or options to acquire any such shares.
b. So long as the Company shall have any obligations under this Note, the Company has the right, without the Holder’s written consent, to incur additional liability for borrowed money.
c. So long as the Company shall have any obligations under this Note, the Company shall not without the Holder’s written consent sell, lease, or otherwise dispose of a significant portion of its assets outside the ordinary course of business. Any consent to the disposition of any assets may be conditioned upon a specified use of the proceeds thereof.
6. Issuance of Common Stock Equivalents. If the Company, at any time after the Issuance Date, shall issue any securities convertible into or exchangeable for, directly or indirectly, Common Stock (“Convertible Securities”), other than the Note, or any rights or warrants or options to purchase any such Common Stock or Convertible Securities, shall be issued or sold (collectively, the “Common Stock Equivalents”) and the aggregate of the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent, plus the consideration received by the Company for issuance of such Common Stock Equivalent divided by the number of shares of Common Stock issuable pursuant to such Common Stock Equivalent (the “Aggregate Per Common Share Price”) shall be less than the applicable Conversion Price then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall make the Aggregate Per Share Common Price be less than the applicable Conversion Price in effect at the time of such amendment or adjustment, then the applicable Conversion Price upon each such issuance or amendment shall be adjusted on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Company shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent. No adjustment of the applicable Conversion Price shall be made under this subsection (vii) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made to the exercise price of such warrants then in effect upon the issuance of such warrants or other rights pursuant to this subsection (vii). No adjustment shall be made to the Conversion Price upon the issuance of Common Stock pursuant to the exercise, conversion or exchange of any Convertible Security or Common Stock Equivalent where an adjustment to the Conversion Price was made as a result of the issuance or purchase of any Convertible Security or Common Stock Equivalent.
7. Reservation of Shares. The Company shall at all times, so long as any principal amount of the Note is outstanding, reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Note, such number of shares of Common Stock as shall at all times be sufficient to effect the conversion of all of the principal amount of the Note then outstanding. The initial number of shares of Common Stock reserved for conversions of the Notes shall be calculated as four times the number of shares necessary to convert the entire value of the Note on the day it was executed, and each increase in the number of shares so reserved shall be allocated pro rata among the Holders of the Note based on the principal and interest amount of the Notes held by each Holder at the time of issuance of the Notes or increase in the number of reserved shares, as the case may be. In the event a Holder shall sell or otherwise transfer any of such Holder’s Note, each transferee shall be allocated a pro rata portion of the number of reserved shares of Common Stock reserved for such transferor. Any shares of Common Stock reserved and allocated to any Person which ceases to hold any Note shall be allocated to the remaining Holders, pro rata based on the principal amount of the Note then held by such Holders.
8. Voting Rights. Holders of this Note shall have no voting rights, except as required by law.
9. Reissuance of Note. In the event of a conversion or redemption pursuant to this Note of less than all of the Conversion Amount represented by this Note, the Company shall promptly cause to be issued and delivered to the Holder, upon tender by the Holder of the Note converted or redeemed, a new note of like tenor representing the remaining principal amount of this Note which has not been so converted or redeemed and which is in substantially the same form as this Note, as set forth above.
10. Default and Remedies.
a. Event of Default. An “Event of Default” is: (i) default for ten (10) days in payment of interest or Default Interest on this Note; (ii) default in payment of the principal amount of this Note when due; (iii) failure by the Company for thirty (30) days after notice to it to comply with any other material provision of this Note; (iv) breach of any covenants, warranties, or representations by the Company herein; (v) cessation of operations by the Company or a material subsidiary; (vi) if the Company pursuant to or within the meaning of any Bankruptcy Law; (A) commences a voluntary case; (B) consents to the entry of an order for relief against it in an involuntary case; (C) consents to the appointment of a Custodian of it or for all or substantially all of its property; (D) makes a general assignment for the benefit of its creditors; or (E) admits in writing that it is generally unable to pay its debts as the same become due; or (vi) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (I) is for relief against the Company in an involuntary case; (2) appoints a Custodian of the Company or for all or substantially all of its property; or (3) orders the liquidation of the Company or any subsidiary, and the order or decree remains unstayed and in effect for thirty (30) days. The Term “Bankruptcy Law” means Title 11, U.S. Code, or any similar Federal or State Law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.
b. Remedies. If an Event of Default occurs and is continuing, the Holder of this Note may declare all of this Note, including any interest and Default Interest and other amounts due, to be due and payable immediately.
11. Vote to Change the Terms of this Note. This Note and any provision hereof may only be amended by an instrument in writing signed by the Company and holders of a majority of the aggregate Conversion Amount of the Notes then outstanding.
12. Lost or Stolen Note. Upon receipt by the Company of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of an indemnification undertaking by the Holder to the Company in a form reasonably acceptable to the Company and, in the case of mutilation, upon surrender and cancellation of the Notes, the Company shall execute and deliver a new Note of like tenor and date and in substantially the same form as this Note; provided, however, the Company shall not be obligated to re-issue a Note if the Holder contemporaneously requests the Company to convert such remaining principal amount into Common Stock.
13. Payment of Collection, Enforcement and Other Costs. If: (i) this Note is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding; or (ii) an attorney is retained to represent the Holder of this Note in any bankruptcy, reorganization, receivership or other proceedings affecting creditors’ rights and involving a claim under this Note, then the Company shall pay to the Holder all reasonable attorneys’ fees, costs and expenses incurred in connection therewith, in addition to all other amounts due hereunder.
14. Cancellation. After all principal and accrued interest at any time owed on this Note has been paid in full, this Note shall automatically be deemed canceled, shall be surrendered to the Company for cancellation and shall not be reissued.
15. Waiver of Notice. To the extent permitted by law, the Company hereby waives demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note.
16. Governing Law. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the laws of the State of Texas, without giving effect to provisions thereof regarding conflict of laws. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in Texas for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by sending by certified mail or overnight courier a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
17. Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note, at law or in equity (including a decree of specific performance and/or other injunctive relief), and no remedy contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing herein shall limit a Holder’s right to pursue actual damages for any failure by the Company to comply with the terms of this Note. The Company covenants to each Holder of Notes that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the Holder thereof and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof).
18. Specific Shall Not Limit General; Construction. No specific provision contained in this Note shall limit or modify any more general provision contained herein. This Note shall be deemed to be jointly drafted by the Company and all Holders and shall not be construed against any person as the drafter hereof.
19. Failure or Indulgence Not Waiver. No failure or delay on the part of this Note in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.
20. Partial Payment. In the event of partial payment by the Holder, the principal sum due to the Holder shall be prorated based on the consideration actually paid by lender such that the company is only required to repay the amount funded and the company is not required to repay any unfunded portion of this note.
21. Entire Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subjects herein. None of the terms of this Agreement can be waived or modified, except by an express agreement signed by the Parties.
22. Representations and Warranties. The Company expressly acknowledges that the Holder, including but not limited to its officer, directors, employees, agents, and affiliates, have not made any representation or warranty to it outside the terms of this Agreement. The Company further acknowledges that there have been no representations or warranties about future financing or subsequent transactions between the parties.
23. Notices. All notices and other communications given or made to the Company pursuant hereto shall be in writing (including facsimile or similar electronic transmissions) and shall be deemed effectively given: (i) upon personal delivery, (ii) when sent by electronic mail or facsimile, as deemed received by the close of business on the date sent, (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid or (iv) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery. All communications shall be sent either by email, or fax, or to the address specified on the signature page. The physical address, email address, and phone number provided on the signature page shall be considered valid pursuant to the above stipulations; should the Company’s contact information change from that listed on the signature page, it is incumbent on the Company to inform the Holder.
24. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the rest of the Agreement shall be enforceable in accordance with its terms.
25. Usury. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that it will not seek to claim or take advantage of any law that would prohibit or forgive the Company from paying all or a portion of the principal or interest on this Note.
26. Successors and Assigns. This Agreement shall be binding upon successors and assigns.
— SIGNATURE PAGE TO FOLLOW —
IN WITNESS WHEREOF, the Company has caused this Note to be signed by its CEO, on and as of the Issuance Date.
COMPANY: FBEC Worldwide, Inc.
Signature:
By: Robert S. Sand
Title: CEO
HOLDER:
Signature:
David Eckert
5111 Berg Rd.
Buffalo, NY 14218
716-725-7020
Exhibit 1
Conversion Notice
Reference is made to the Convertible Note issued by FBEC Worldwide Inc. (the "Note"), dated May 29, 2015 in the principal amount of $25,000.00 with 8% interest. This note currently holds a principal balance of $25,000.00 and accrued interest in the amount of $_______. The features of conversion stipulate a Conversion Price the lower of (i) $.01 per share; or (ii) a 50% discount to the lowest trading price during the previous twenty (20) trading days at time of conversion.
In accordance with and pursuant to the Note, the undersigned hereby elects to convert $______ of the PRINCIPAL/INTEREST balance of the Note, indicated below into shares of Common Stock (the "Common Stock"), of the Company, by tendering the Note specified as of the date specified below.
Date of Conversion: __________
Please confirm the following information:
Conversion Amount: $ ____________________
Conversion Price: $ ____________________ ( ____ % discount from $ ____________________)
Number of Common Stock to be issued: _____________________________________________________________________
Current Issued/Outstanding: _______________________________________________________________________________
PLEASE ISSUE THE COMMON STOCK INTO WHICH THE NOTE IS BEING CONVERTED IN THE NAME OF THE HOLDER OF THE NOTE AND TRANSFER THE SHARES ELECTRONICALLY TO:
[BROKER INFORMATION]
HOLDER AUTHORIZATION:
DAVID ECKERT
5111 BERG RD.
BUFFALO, NY 14218
716-725-7020
[Continued on Next Page]
PLEASE BE ADVISED, pursuant to Section 2(e)(2) of the Note, “Upon receipt by the Company of a copy of the Conversion Notice, the Company shall as soon as practicable, but in no event later than one (1) Business Day after receipt of such Conversion Notice, SEND, VIA EMAIL, FACSIMILE OR OVERNIGHT COURIER, A CONFIRMATION OF RECEIPT OF SUCH CONVERSION NOTICE TO SUCH HOLDER INDICATING THAT THE COMPANY WILL PROCESS SUCH CONVERSION NOTICE in accordance with the terms herein. Within two (2) Business Days after the date of the Conversion Confirmation, the Company shall have issued and electronically transferred the shares to the Broker indicated in the Conversion Notice; should the Company be unable to transfer the shares electronically, they shall, within two (2) Business Days after the date of the Conversion Confirmation, have surrendered to FedEx for delivery the next day to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder, for the number of shares of Common Stock to which the Holder shall be entitled.”
Signature:
Robert S. Sand, CEO
FBEC Worldwide, Inc.