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On page 21 of the filing there is a proper version of what you just quoted. Please pay close attention to the the word RESTRICTED.
https://www.otcmarkets.com/otcapi/company/financial-report/300968/content
You are misinformed. Feldenkrais didn't give anything away. The conversion rate as I have already demonstrated was predetermined by the terms of the promissory notes that were issued in 2015. So please let's put that one to rest!
Thank you for the clarification. So the good news is that a lot can and is expected to happen within the year.
The Marquis Trading notes issued in 2015 all made reference to "conversion price which is no less than .005". Those were the terms of the convertible loan agreement contract. Every single one of these convertible notes would have included language such as in the event there is a R/S or an increase in the number of outstanding shares at the time of conversion there would need to be an adjustment that is proportionate to the increase...or for that matter a decrease in the event of a forward split! Plain and simple, the above language is included for the protection of the lender, or the issuer in the event of a forward split, and it's non-negotiable.
I like your optimism and there may be some merit to your reasoning. But it may also be wishful thinking.
https://www.otcmarkets.com/otcapi/company/financial-report/300968/content
At the bottom of page 21 you will find outlined 5 different notes whereby the company issued over 600 million common shares for conversions that took place just 1-2 months before Feldenkrais came on board. The grand total principal and interest of these notes was just under $28,000!!
Thank you. I mostly agree with the general tone of your post. But I question the following:
Referring to the January 7, 2021 agreement between the Company and Marquis Trading, LLC as a "new deal" may be a bit of a stretch at this point. Fact is the # of issued restricted shares to an escrow account is still the exact number dictated by the convertible promissory notes. Also why do you assume the restriction period is for 1 year? In the absence of the actual agreement we have no way of knowing neither the duration of the restricted period, nor other conditions that may have to be met before they can be transferred and sold.
I'm glad you're done. Thank you!!
What are you not getting here? Just read the section titled Marquis Trading, LLC on page 30 of the June 30, 2021 10-Q filing:
https://www.otcmarkets.com/otcapi/company/financial-report/300968/content.
Look at the dates when the 4 notes were issued beginning March 15, 2015 and ending August 28, 2015.
The quarterly report said that 2,148,820,062 common shares were put in escrow in case Marquis elects to convert their shares. Why did the CEO have to do this? Because he has no choice in the matter! But why do you keep on insisting that "MF "had to" pay off $110k in debt with $10.7m in shares". That is just an absurd statement. All you have to do is read what it says in the filing.
Are you suggesting that the CEO is being generous for agreeing to what he's obligated to do? How would you like it if that was your money that you lent in 2015? Would you like it if the company didn't honour the terms of the contract?
Obviously in the absence of the actual agreement we cannot assume anything. Perhaps there are terms within that loan agreement that give MF the right to pay off the loan, negotiate and/or come to some other terms. In the absence of fact all you can do is speculate. So let's just leave it at that.
Bad analogy. When somebody offers to give you your down payment to buy a house you just say: Thank you very much!! There is no need to ask any further questions. It's seldom advisable to look a gift horse in the mouth.
Wow what a revelation! Do you not think that 99.9% of the shareholders following this company already know that Ziv Turner left the company long before the $5 million DGF loan?
I say "left" because that is exactly what Turner did on April 2, 2017. It wasn't until after he did so that the company, with the advice of their lawyer produced a letter on April 6, 2017 outlining a number of allegations towards Turner, including his association and friendship with Jeffrey Low. This is a common move by employers to establish cause for dismissal. Especially so if they anticipate a lawsuit. Obviously the allegations proved to be baseless, otherwise Bignitz would not have agreed to the settlement 18 months later.
To summarize, Bignitz "orchestrated the entire scam (DGF)" when he entered into a loan agreement with DGF in April 2018. The loan agreement had nothing to do with Ziv Turner or Jeffrey Low, or with Ziv Turner's departure from the company more than a year earlier.
So let me repeat it, are you still refuting the above statement?
I beg to differ. It does indeed answer and relate to the question that you asked of Blue Skies.
The investors that voted no made, in my humble opinion, the wrong choice. I'm saying this because it was the only logical choice that had any potential of keeping the company alive and at the same time satisfying the court order and DGF's right to convert their preferred shares into common shares.
Investors that voted no are using the lack of financials as a red herring only as an attempt to justify their ill-advised decisions. Realistically what did anyone expect from the updated financials? Did they expect them to be any rosier than the previous ones? Of course not!
I know that there were investors that were calling for a "business plan" outlining the company's objectives moving forward. If they voted no because of this I'm prepared to give them some slack. However, if anyone recalls, Ziv Turner also made it clear that the "business plan" was directly related to the outcome of the vote.
Correction on the number of Series A preferred shares. It should be 366 not 386. At $10,000 each I must have made a mental note to add 20 more for the extra $200,000 loan that DGF gave to the company. Lol!!
Triggering events were not cumulative. The first one was all that was needed. The subsequent ones had no triggering impact, meaning they did not cause the conversion calculations to be any more punitive than they already were.
The triggering events did not cause the demise of the company, Bignitz did. If anything it speeded up the process. Either way, with no research going on, the company was doomed. Referring to the triggering events as a "gift" from Bignitz to DGF is absurd. The real gift would have been if the proceeds of the loan had been put to good use to advance the company. Instead all DGF is left with are 386 useless preferred shares.
Dr. Zeevi owns Kinarti not only with her son Roi Zeevi, but also with her daughter Hilla Kochavi-Zeevi. Prof. Amir Yacoby is I believe her brother.
Supposedly, up until November 2020 Hilla Kochavi was the Marketing Communication Consultant for OWC Pharma. Of course we don't have any proof of such a role or what the compensation was, if any. It may have just been a convenient way of padding her resume.
https://il.linkedin.com/in/hilla-kochavi-893b398b
Yes you are correct. Turner went after what he was owed and deserved. Further I already explained to you why the settlement was anything but a sweetheart deal.
If you do your research you will find that the Series B shares that he received are yet to be converted because there were no more common shares to issue. This is not my opinion, it's fact!
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=165682882
What you quoted is not news to anyone that had been following the company. I had telephone and email communications with Friedland in February 2017 when I expressed concern regarding some issues. He pretended not to know what was going on.
The amount to buyout and reorganize OWCP may be minimal but I don't see anybody lining up.
The "Research Partners" and "Distribution Partners" listed on their website are indeed impressive and have great value but none of these companies have ever had any connection to OWCP except perhaps in the minds of Bignitz & Hirsch and the shareholders they were attempting to deceive.
https://www.owcpharma.com/PARTNERS/
Just a clarification regarding Alon Sinai and Matricelf. As you probably know Mr. Sinai's involvement with OWC was always part time. He co-founded Matricelf with his friends Tal Dvir and Asaf Toker in early 2019, but had been working on the technology long before that.
One thing I didn't know is that their CFO is Yossi Dagan. One of the few from OWC that had any integrity. He resigned in late 2018.
Dr. Yacoby Zeevi was never much more than a rented name for OWC. Whether or not she ever did any actual work for OWC is debatable. If she did it would have been minimal. Kinarti is a company founded and run by her immediate family, she never left!
What does quoting comments made in the heat of the moment prove?
It may have not been obvious at the time, but when the poop hit the fan everybody knew without a doubt who was behind the pumping and the massive dump. I quoted from the SEC case against Friedland. The quotes were based on facts, not fiction or assumptions.
There were individuals that were either charged or went into hiding, hoping that they would not be tracked down. Did Turner or any of his friends or associates do that? Of course not because they had nothing to hide.
It is an insult to everyone here that lost money to suggest that one sees"no reason to separate the wheat from the chaff". REALLY? NO REASON? Somehow minimizing the damage that JF did by equating him to others and excusing him from the criminal activity that he committed?
Start separating the damn wheat from the chaff to reveal who the true criminals are. They are the ones that did the pumping and then ran for the hills. They are the ones that used money that the company raised to stock their personal ATM machines. Turner didn't do any of that!
It was obvious from my post that I was being sarcastic. If Turner was indeed the problem then the company should have thrived during the 3 years that he was not there. Instead what happened is that the SP took a nosedive from around $1.00 to below a penny, and when Pignitz realized the gravy train had been derailed, he turned the lights off.
Bullshit reasoning implying that the company would be thriving if it were not for Ziv Turner is ludicrous and without merit and it shows a lack of understanding as to what went on between March-April 2017 to March-April 2020. has no bounds. Taking a 4 day trading period and attributing the drop to Turner with no regard for the fact that someone, and by now everyone knows who that person was that was dumping their shares, is ill advised.
Conveniently forgetting that the company was finished by the time Turner came back in April of 2020 is also stupid. There is no need to keep shovelling more bullshit onto the pile of false assumptions and statements.
Re-read the lesson again. This time you can also read the SEC charges against Friedland. They support the statement that I made as to why there was a drop in the share price.
You can listen to the audio that I provided, but might be better off reading the SEC case against Friedland to learn and understand why there was a price drop.
http://docplayer.net/203022353-Case-1-18-cv-msk-meh-document-3-filed-03-05-18-usdc-colorado-page-1-of-30-in-the-united-states-district-court-for-the-district-of-colorado.html
Speaking of facts, here is a history lesson of how BS is spread regarding Ziv Turner:
Well as I said if it was indeed less than $.005 then I would like to find out.
I will do some more digging but the same way that you are taking the 2 billion shares at face value from the filing I'm taking the $.005 value at face value as well.
Look at page 5 next to the Marquis loans.
https://backend.otcmarkets.com/otcapi/company/financial-report/284777/content
I'm assuming you are referring to the 2013 $100,000 loan from Marquis Trading LLC.
I don't share your negative opinion of Turner.
Also to correct your statement, Turner did indeed address shareholders, and he is not the one that filed Form 15. It was filed by Zvi Riterband who was the CEO.
https://www.sec.gov/Archives/edgar/data/1431934/000149315220005462/form15-12g.htm
I agree with you 100%. Hard to believe I just wrote that. Indeed a few of us recognized right away that the loan was toxic and that it could prove to be problematic for shareholders.
Yes you got it! Just in case you forgot, and as I pointed out in my post there was another priority list that was more important to DGF and Shareholders and that was also part of the SDNY Court compliant order.
You are absolutely right that anyone looking at the company objectively should have asked where the $5 million from DGF went. Where did it go? It was used to stock the personal ATM machine of Bignitz. It was stolen!
Good! They should bury him with a mask on.
I don't agree with your bullshit conclusion that all Turner had to do with the 200K was file financials & pay patent fees.
Anyone that had the ability to look at the company objectively could see very easily that it did not have any money. All that one had to do to arrive at that conclusion was to look at the previous financials. After all why do you think Bignitz left? Never having generated any income, all one had to do was determine the $ burn rate to figure out the depth of the hole the company was in.
There was nothing for shareholders to assess! They could see the maxed AS, and DGF's appetite for more shares. The filings of financials would not have created more shares. DGF recognized this and that is why, with the court's approval, two shareholder votes to seek a mandate for a RS and/or AS increase were held. From DGF's perspective this was the only thing that really mattered to them. They already knew the depth of the hole that the company was in, after all they played a major role in digging it.
Even after the vote rejections by shareholders, Turner valiantly tried to negotiate and get DGF out of the way. That alone would have been enough to turn the page and change the fortunes of the company. Not the damn financials and payment of patent fees, which would have accomplished diddly squat. Of course Kirkland and Kugelman knew this. They had at least 6 months to file financials and take care of other administrative matters, but they chose to do nothing.
Wonderful I guess everyone should do their best to attend as many super spreader events as possible and hope to get the virus. And of course hope that they make it through.
Please enlighten us. What "games" did Kugelman play? As CEO for almost 6 months why didn't he exercise his duty to protect the assets of the company? The reason is because Kugelman knew shit about the company. All he cared about was to try and appease the madness that had inflicted his friend Kirkland
Waiting for the SDNY and Chancery Court Decisions before deciding to get out is foolish. Either way it will not make any difference. What's the best outcome, for DGF to get control of OWCP with a shareholder base and with no assets, and that they hold a boiler room meeting to devise a scheme to sucker in more investors? I think not!
That was not the focus of your post.
Let's get to the truth and bottom of this. Turner was at all times open and forthright. He made it known to everyone that he appreciated not only the support but also the input from shareholders. He also didn't mind being criticized, what he didn't like was apathy. He made it publicly clear to shareholders who logged in to the meetings that he welcomed both suggestions and help. It was also during these meetings that he made reference to a shareholder who had already offered his help. On this board that shareholder has been mockingly referred to as the "Personal IR Team".
Any shareholder who in good faith is doing their best to help, seek the truth, all for the advancement of the company should be embraced. What is wrong with that? Unfortunately that doesn't always appear to be the case. To let emotions get in the way I think is both unfortunate, counter-productive, and petty.
Let me tell you something about Ziv Turner. He was the only one that had any balls to stand up to DGF and tell them how it was going to be. He did this because he believed in OWC and its enormous potential. He also was smart enough to recognize right away that DGF was the elephant in the room that had to go. He wasn't about to go to bed with them and let them convert their shares at will. As he put it, he didn't come back to be beholden to Kirkland and watch them destroy the company.
Of course anyone that has been following the company since 2017 should have a good grasp of what went on since. If any of you recall, Ziv Turner was the only one that wanted to hurry up and bring the psoriasis cream to the over the counter market. He did not have an aversion to start generating money. Apparently others did, and that is the main reason why he left when he did.
In retrospect we now know what Pignitz had in mind. He wanted a big payday and it came in the form of DGF. I still cannot understand how anyone could have condoned what Bignitz and Hirsch did to the company and continued to do from the moment they got their hands on the $5 million up until it was all stolen. Why was he not vilified, why is he not in jail?
Everyone knows bloody well who was responsible for the demise of the company, it was not Turner. And yet he's the only one that is being held responsible. Think for a moment why that should be so. Is it because of his connection to Feldenkrais whom he has known for a decade or so?
Watch that middle finger. Anyone that has followed the company you are referring to and read the filings is aware that Ziv Turner did not file Form 15 on March 31, 2020.
The very same thing could be said about the antivaxxers in denial, they WILL LEARN THE HARD WAY!!! But who cares, in my view they are nothing but MORONS
I disagree with the first part of the statement. What kind of show are you suggesting Ziv Turner war running? If you are referring to his application to begin insolvency proceedings as a creditor, then I agree with you. I also do agree with you that Kugelman has no idea what hit him. That is because he has been nothing but a puppet appointed by Kirkland. That is the essence of a puppet.