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Today PFSD became a private company when the SEC revoked its public status.
Contact terry@pacificsandsinc.com to receive current company financials and periodic updates on company developments.
The company wishes not to have that data published here since it is not public any longer.
The PR seemed to indicate there would be no communication until this legal matter is resolved. Seems that has been the reason why no return calls before this. Something the SEC calls selective disclosure. Of course what can they talk about anyway since nothing interesting or important after 12-31-15 can be disclosed except in an SEC filing?
Just wondering how a guy who built such a large position would not know, or have access to someone who would know, that a company is not valueless because it goes from public to private.
Yes, we all lose liquidity unless they are profitable enough to do a buyback or be acquired. But we all still own own our interest in the company and benefit from it's success.
Folks who claim fraud and self dealing might have an agenda that is not congruent with you, me, and the other folks who post here. Easy target when they can't defend themselves.
Just saying.
I am very interested in seeing the financials that have publicly been promised. You know--to see if my company has two sets of books and all of that.
Pacific Sands, Inc. News Release
KENOSHA, WI -- (Marketwired) -- 12/18/17 -- Pacific Sands, Inc. (the "Company") (OTCQB: PFSD) announced today that it has received a delisting notice from the Securities and Exchange Commission ("SEC"), advising the Company that, as a result of its failure to file any periodic reports since it filed a Form 10-Q for the period ending December 31, 2015, the registration of each class of its securities registered pursuant to Section 12 of the Exchange Act of 1934 would be revoked, absent an appeal.
As reported on the 10-Q for the period ending December 31, 2015, the Company had a shareholder equity deficit of $1.2 million and a working capital deficit of $1.3 million.
Because of the significant cost of servicing its debt, and the burdensome expense of preparing and filing periodic reports for the delinquent periods, and for any future periods thereafter, the Company does not expect to pursue an appeal.
The SEC ordered a temporary suspension in trading of the Company's securities, effective September 26, 2017, followed by a preliminary order by an SEC administrative law judge entered on October 27, 2017 that ordered the revocation of the Company's registration as a public company. At that time, a 21 day review period began that would allow interested parties to object to the order before it became final.
In late November, the Solicitor General of the United States submitted a brief in a case filed against the SEC, and unrelated to the Company, which challenges the method of appointment and authority of SEC administrative law judges. As a result of that case, pending matters for dozens of registrants, including the Company, have been remanded back to the judges that had handled them for further review and final disposition on or before February 16, 2018.
The Company expects that the outcome of this review will be to finalize the revocation of the Company's status as a public company.
Immediately thereafter, the Company will be operated as a private entity for the benefit of the existing shareholders. At that time, the Company intends to make a timely dissemination to shareholders of financial statements, compiled by a CPA, together with an overview of current operations. Until then, applicable restrictions relating to communications with shareholders remain in effect.
You say "Michie is a crook who intentionally defrauded shareholders. it was clearly his intention to get the stock revoked"
Mind reading was an elective course at the college I graduated from so I can't say if you are right or wrong on this. Facts will.
You say "run PFSD as a private company with no obligation to shareholders. That is fraud."
How does a private company have "no obligations" to shareholders???
This company is current with all required filings in Nevada. I own shares in a company that is still operating even if they get revoked. I may be a dreamer, but I see the day coming where a private company I hold shares in will produce financial reports for me to review. No more SEC rules on selective disclosure or out of period disclosures so I can call up and talk to the boys-maybe even tour that empty warehouse in the picture. Looking forward to a review of that much discussed second set of books too.
You say "Why the SEC rewards this type of anti-shareholder activity is beyond me." Not sure what behavior you speak of and what is this reward?
Finally you say "He and the company should be sued." They probably will be. But what would I get if I did sue? At 12-31-15 (last public filing date covered) the company had something like $1.2 million more in debt that assets to cover it. What do I get if I win? Intense personal satisfaction won't cover the losses if all the posts here are correct.
Hope springs eternal at my house.
"Corporate malfeasance"?? Being a bad businessman is now malfeasance?
Well let's go after Mick too then since he bought the cleaning business and ran it into the ground so badly the auditors made the company write the purchase price off the books.
Isn't this the BOD Mick put together anyway?
The first link you show at the bottom of your post is a picture of a loading dock. 2 windows to the outside and an overhead door.
How can this demonstrate shipments of Alive?
The company does not talk to anyone, yet someone got a tour of the facility and could take picures???
I think this could be anywhere, maybe even a small warehouse in northern virginia where Hillary stored all those emails.
I think once the company failed to file the first Q on time the legal team muted them. Any comments could be considered selective disclosure.
This company had 1.1 million in shareholder deficit at 12-31-15, the last peek behind the Teddy. It would take a decent effort to push that much debt around and still be operating.
Might we entertain another idea that does not involve claims of fraud and self dealing without financials to verify it?
What if some of the loss in 2015 was marketing and promotion as they stated in some of the Ks and Qs. Heck of a waste of money but... could some of it actually stuck?
My cat knows better than to use converts without a minimum excersie price so there is that piece of Trumpish management. But this company has products people like and continue to buy as attested to by investors who have posted here.
October 20 an admin judge reviews this case and likely revokes their registration.
Might not be the end of the world. We get a private company that can report and talk to us without all the SEC rules, regs, and restrictions.
I know there will be some tick flippers who lost liquidity and might not be able to pay mom for Oct rent for the bedroom in the basement, but a long term holder might begin to see periodic reporting. My goodness--what if the first quarter of 2016 was followed by a couple profitable quarters? Not enough to pay 1.1 million in debt and 100K per yr for Qs/Ks but enough to hold our interst maybe.
I am not predicting the future as you have done several times. I just see some hope here. What is the alternate. Sue someone who was legally insolvent at 12-31-15 and could not pay for any judgement you get?
Just some random thoughts. Now for the red wine. It is a medical emergency.
I have been a holder since 2007 and read every word of every filing, sometimes twice or 3 times.
I doubt the Alive business is carried off books or is new business. Go to the 2015 10k and you will see concetrations listed. top 2 customers were 27% and 20% of sales. These 2 had 53% of A/R and zero %. If I sold goods to the Russians I would get paid up front so no bad debt. Sounds like a big piece of business offshore to me.
Michie has not been a winner but being a bad manager is not criminal, especially in pennyland.
Afterall, Mick bought Natural Choices home cleaning products and appears to have managaed it so poorly the accounts made them write the goodwill from the purchase off the books. That was nearly the entire cost of the purchase.
What we saw was a 1.3 million dollar loss in calendar 2015 on 1.2 million in sales. That probably more than your fraud claim caused the company to stop spending on the Qs and Ks.
I see in that 2015 10K that they spent $55k for audit fees. Add legal, TA fees, Edgar fees and all the other stuff and the cost of being public is likely right at $100k per year.
They put out a PR in early 2016 that stated they would have been profitable in the 3-31-16 quarter if they had the working cap to ship all the open orders. This after losing 100k in each of the prior 6 months. What can we make of this?
Yes it does.
Question still remains.
Allegation of two sets of books is very specific. Who is CEOjust doesnotcare? Former insider, someone with a tinfoil hat, or ??
Lesser comments have been taken down. TOS violation here?
Not sure it is a nothin burger to double internet sales.
Look at EcoGeeks site now. It is not even selling PFSD products anymore so it looks like Mick couldn't make it work.
Internet sales provide cash up front which is the best working cap mgmt tool that I know of.
I have looked at info from Amazaon in the past and they say there is an average of 50% incresae in sales when sellers move to Prime certified.
The last period PFSD reported was the quarter ending 12-31-15. Way back then they had a $1.2 million working cap deficit so if the commpany wants to promo ecommerce I find it more interesting than a discusion of lizard biology.
Back in January, 2016 Terry Haggerty joined the PFSD BOD. Some interesting things happened before he resigned at the end of May that year.
One of them, as reported in a PR, was a doubling of ecommerce sales.
Does anyone know if he is back as a consultant to the company?
https://www.law.cornell.edu/uscode/text/26/382 Here is Title 26 USC for your review.
A buyer can not use NOL from a purchased company. Even substantial control change, not even a complete takeover prohibits the buyer from using them.
Why do you need a filing. You saw the o/s and the fact that there is at the very most a few million left on the a/s. Not 9 million, so this is not new issue stock.
My feeling is that all the $7 paints on, or above, the offer should have told us someone has lost patience with the wait and want to sell.
A broker once told me that there are no natural buyers, but there are natural sellers of stocks due to the 3Ds. Death, disability, or divorce.
This is so ill liquid it could be one broken heart somewhere.
http://www.oxyboost.com
They have a new tab on the website that links to a You Tube video that ain't to bad.
Restricted Shares are those that have a legend on the cert because they were issued in a private transaction. Things like payment of salary, wages or debt are most common. After holding these for the required 6 months they can be registered for sale. My assumption is these are held by officers and directors and have not been cleared because they have no current intention to sell.
Reserve shares are held for a specific purpose. I assume these were part of those held by the convert guys but that they can't sell now that the company is not current on Ks and Qs.
Nice distinction to help guess at the float.
Mick, you should hope Haggerty doesn't read your posts or doesn't have access to legal advice.
How do you know that he is the one fooling with the price??
At 12-31-15, the date of the last report, there was over $1 million in debt.
How is that a "clean shell"???
The history of this activity for this stock pre-dates Haggerty.
This now seems to be the standard for far too many pennies.
So your plan is to call the Directors??? That is your plan?
They have a legal obligation not to selectively disclose inside information.
I don't support this leadership team so we agree on that but...
By not filing the K and the Qs they must have saved $100k in the last year. For a very small company with negative working capital that is 'Uge.
Restricted shares are shares issued in a private placement. Simple and conspiracy free as that. This company has had them for the 9 years I have followed the company. A finer grain to TA reporting should not cause anyone to dash of to left field.
And the keyboard is closer than the tinfoil cap?
The CEO has made some unforgivable blunders. This stock trades very poorly because the float is small.
Why not run for the BOD?
How would something related to a FINRA broker generate restricted shares?
Based on my reading of the Qs and K I believe these are shares held for, and available for, the penny stock boys to convert their debt. Not a bad number @ 5.5 million left.
Better story is they can't convert while the company is not current in their filings.
What new share structure? Can't sell more shares and a rs accomplishes nothing.
What fresh ideas do you have and what vision to profitability do you see?
I think the only idea that makes sense is to sell your way out.
I can't speak to what Haggerty did or didn't do but...
When he was added to the BOD there was an immediate blizzard of PR. Not just puff pieces, but real substantive stuff that demonstrated progress toward a worthwhile goal.
He also appears to have added a restructuring effort that was named "Project Lazarus".
One of Christ's miracles in the New Testament was raising a man named Lazarus from the dead. I don't know if he felt that is what it would take-a miracle-or not, but it was the most well articulated business plan since the company came to SE Wisconsin. They seemed on there way to a profitable future despite all the debt, and massive damage to share prices from the tsunami of conversions.
Now they have missed 2 10Qs and a 10K so there is nothing they can say without those disclosures. It would take a very substantial cash outlay to get that done.
I have held my shares for quite a while and even thru a few hundred dollars more down the rabbit hole a while back. Hope in the face of reality I guess.