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Fast-growing, huge payoff, hefty premium scenario…
I guess that’s where the action lies. IMHO, if SDCH was fast growing, they would have done more with the cash acquired from the reverse split (ie, what was donked by the CLOK mgmt) and should be increasing cash, not decreasing cash.
Don’t get me wrong, Haugli pretty much wins in every scenario. Paulson Investment wins every time. But viewing SDCH as an investment, as an “outsider”, the common shareholder doesn’t stand a chance. As you mentioned, it would take a 10x gain to allow most to break even. And applying the rule of 72 suggests that at 20% increase in sales for a professional services company, it would take almost 11 years for SDCH to be in a position to sell and provide a realistic gain to the current common shareholders.
I feel sorry for those who invested in NSCT, then CLOK and then let it ride with SDCH. The market returns over the last 10+ years are hard to ignore.
Message in reply to:
Tron - I understand your point, and based on what I’ve read, you’ve been pretty much spot on.
But, why take a fast-growing company public? Access to capital public markets, right? And, down the road, a huge payoff. Brian Haugli owns approximately 50% of the company. He must envision a scenario where Side Channel fetches a hefty premium from a well-heeled suitor, making him an extremely wealthy man.
And it’s not like he’s some charlatan peddling X one day, and something new the next. He’s a bona fide expert in the field.
Cash on the books has gone towards R&D and overhead (expansion). Perfectly reasonable capex for a nascent company, gaining a foothold in the space.
Will Side Channel succeed? Time will tell. There are certainly plenty of risks. The rewards, too, are significant
Look at Sales&Marketing and A/R.
Study financials quarter over quarter.
Now tell us where the money is going.
And far from profitable…wtf??
The financials answered the questions. Why do we need Haugli to apply lipstick to this piggie??
Do you see a pattern? Cash is disappearing!
March 31, 2023 $1.902 mil
December 31, 2022 $2.553 mil
September 30, 2022 $3,030 mil
Unless something drastically changes it seems to me that the company will be out of cash in 9 - 12 months. Yes? No??
Wilkinson replaced by Chairwoman, secretly made a Consultant?
Investor Relations/Marketing/Communications
Investor Brand Network (IBN)
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Lippes Mathias
Albany, NY 12207
Message in reply to:
What was updated? Looks like just the common shares outstanding. Still shows Tom listed and as chair, the IR team doesn't look right.
Intro page updated. Bid is still low.
It’s important to know where SDCH came from, to appreciate where it’s going.
Best of luck to everyone!
Does SDCH need $$ more than Sales??
.0411 bid. Only a few cents away from zero. If someone whom participated in the last pipe sold at the bid, he or she would be down about 80% from that pipe in 2021 and down 96% from the previous pipe by Paulson Investment in 2018. Once the announced reverse split happens, SDCH will fall another 40% as that's the average fall after a stock split. The bigger the split the bigger the fall. And for those poor souls that bought more shares, they are learning the hard lesson of averaging down: 'Don't throw good money after bad' as it lowers your cost basis but increases your losses.
Uhh, yes, agreed, matter o’ time…
SDCH is touching cotton….
Message in reply to:
It's only a matter of time imho.
My two cents, the good, bad, and unknown
For what it’s worth, here’s my quick analysis of SDCH:
SDCH is a professional services company. The stated margins are good, but not great. If their sales team continues to underperform, the extra overhead will hamper successes and eventually cannibalize what should be a relatively short-term cash positive business model.
SDCH must increase market share ASAP. Otherwise, the company is too small to ever be bought out by anyone. If SDCH cannot get to $25-40 million in gross revenues, this company will continue to be a useful mechanism for Haugli and those within his inner circle. Common shareholders will never see the light of day.
Uplisting appears to be the only move for common shareholders to ever have a CHANCE of coming close to breaking even and being able to cash out of SDCH.
The problem, imho, arises from the limited timeline to scale a vCISO professional services model. Time is not on their side.
Looking forward to counter arguments.
T to the C
SDCH hiring Sales Reps - No Experience Necessary!
https://www.linkedin.com/in/brandon-m-wise:
Experience
SideChannel
Sales Development Representative
SideChannel
Jan 2023 - Present 1 month
United States
As a Sales Development Representative for SideChannel, I get to help to help organizations with developing and managing the implementation of their information security program through our Virtual CISO service. Our vCISO's deliver the highest quality cybersecurity expertise for significantly less than the cost of a full-time hire.
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6 years 10 months
SDCH has a longggg way to go!!!
We all know that Paulson Investment Company brought many current investors to CLOK/SDCH. Here's a look at Paulson picks -- down 95% on average!
BTCY 0.43: Down 97% from all time high
CYDY 0.23: Down 97% from all time high
DMTK 1.84: Down 98% from all time high
ECOR 0.27: Down 98% from all time high
POWW 1.79 Down 82% from all time high
SDCH 0.1000: Down 99% from all time high
VKIN 0.3103 Down 97% from all time high
SDCH might be worth .03 cents a share
It is very obvious what SDCH is doing now. I pity the long shareholders.
#readwritingonwall
Haugli, SEC, CLOK to SDCH, Hnatiw, Chasteen
What a mess! Timeline Summary:
- Nov 2019 Chasteen joins SideChannel (SC)
- Feb 2020 Hnatiw joins SC
- Oct 2020 Chasteen joins CLOK
- Dec 2020 Hnatiw joins CLOK
- 2022 SC acquisition by CLOK discussed
- May 2022 acquisition publicly announced
Haugli has stated that he was not a part of CLOK and not privy to CLOK discussions.
Observations:
- Haugli signed an NDA with CLOK before entering negotiations
- An offer was made by CLOK to “acquire” SC
- At some point, the offer was modified to include 59,900,000 shares of the Company’s common stock (First Tranche Shares) and an additional 59,900,000 shares (Second Tranche Shares) for achieving at least $5.5 million in revenue (milestone). This is in addition to salary, cash bonus, stock bonus and additional benefits.
- As of July 1, 2022, Haugli owns 28.8% of the Company, per his 13D.
- If the “milestone” is reached, this would give Haugli majority ownership of the Company.
- If this happens, would this be deemed an actual fraudulent conveyance from CLOK to SDCH?
Message in reply to ‘Brian Haugli’:
I'll comment on what's appropriate. Keep in mind this acquisition isn't completed and have no ability to discuss what's happened inside Cipherloc that weren't part of this deal; ie, I don't have insight into the questions you're asking about David's role as CEO, because I'm not in CLOK and not privy to those discussions. I've been building SideChannel to be a successful and growing company focused on emerging and mid-market organizations.
Regarding ownership of SideChannel, shares allocated, etc, that information would be part of the filings we made with the SEC. I won't share those here and if they are to become public, would follow the correct course of communications. It especially seems improper given the deal isn't closed to discuss information that hasn't been made public via appropriate channels.
David joined SideChannel in Nov of 2019 and Nick joined in Feb 2020. I believe (based on what LinkedIn shows) that David started at Cipherloc in Oct 2020 and Nick in December 2020. We started discussing this acquisition only recently and have made the deal public on May 18th, 2022. I don't see their start dates as that close and the idea of this deal being recent creating your suspicion "that both Chasteen and Hnatiw were brought onto SideChannel as partners just a short time before they pushed for Cipherloc to buy SideChannel". That dog just don't hunt.
I will always provide transparency as a leader and professional…
Are current tech sales at least 1%?
CLOK sold out, changed ticker symbols to SDCH and picked up a professional services firm revenue stream in exchange for “going public”, having a chance at raising more money, giving up mega shares, cash and control.
Some investors think they have a chance at recouping their investment.
Again, can anyone please explain, with reasonable sales projections or assumptions, how this stock will ever be worth $0.50 or more.
Has anyone made sense of this "deal"??
Has anyone figured out how much net income is needed to absorb the "liquidation bonus" that will completely annihilate the naive long shareholder? I mean, at $6mil gross with estimated 20% net income of $1.2mil, your EPS is super micro after adjusting for new shares, estimated EPS of $0.004. At $10mil net income is $2mil, $0.006. at $100mil, net income is $20mil, $0.06/share.
Who can tell me why a current shareholder wouldn't be better off selling today for $0.10 a share than holding onto this stock until...???
Build-A-Bear, or SideChannel...hmm, I'll go with BBW!
Glad to read about SDCH beating the streets and looking for new investors. I wonder if EVERYTHING will be disclosed.
SMH...
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Organization Ticker
Build-A-Bear BBW
SideChannel, Inc. SDCH
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A week away - end to another dismal_year
Who invests in a shell company that acquires a professional services company? Who invests in a company that has advertised that its investors will be diluted when it hits its $5mil gross revenue goal?
From AMC to NSCT to Cloud-MD to CLOK to SDCH to SCS.
Only one thing makes sense…
Caveat emptor
Why did Side Channel partner with Cipherloc?
Was it to give Cipherloc a profit motive, so that Cipherloc wouldn’t look like a chronic shell company?
Or is Cipherloc trying to fraudulently convey assets to Side Channel?
Or is this an attempt to uplist to raise more money from naive investors??
Do the current shareholders realize that the probability to cash out of their position for a profit is next to impossible?
#justsayin’
Maybe Haugli and Chasteen don’t present well
As CEO, what did Chasteen do for Cipherloc (CLOK), aka Side Channel (SDCH)? From the disclosures, the answer seems to indicate that he did nothing of value. Seems odd that someone with all of his “accolades” couldn’t move the needle in a positive direction.
Haugli talks a lot but doesn’t seem to make his points well. I would bet that he really enjoys hearing himself talk. Do clients enjoy his ad nauseam rhetoric? YouTube videos don’t show that he has a following. Maybe a current or former SDCH client can share their experience(s).
Is it too early to know whether or not SDCH can “retain” customers?
These chaps are responsible for driving sales. Will they both continue to sell ciso services?
Message in reply to:
I know one thing….. David Chasteen is definitely NO DUMMY.
His accolades are amazing. He’s also one tough son of a bitch.
Brian ain’t no slouch either.
I would never say anything bad about Chasteen…. But that’s just me.
#simplyamazing
What to do? Buy/sell, put head in sand??
The new CEO seems comfortable talking to an empty room. What does that do for sales? Nothing.
New sales guy; what are his accomplishments?
If SDCH hits their revenue goal, what happens to the common shareholder? Slap in the face dilution.
SDCH should be able to hit their gross revenue number in a year, but is it sustainable? Probably not
What is SDCH’s EBITDA from service revenue? 10-15% is my guess
10% of $6mil is $600k and then they get 50% of common stock??
Yes, no, maybe so?
Nothing plus nothing means nothing...
I don't get it. What are shareholders waiting for? An accelerated dissolution??
Shareholders lose. When would shareholders win??
Knock Knock! Who's there? SideChannel. SideChannel who??
Side Channel, the company formerly known as Cipherloc, which blew through millions of investor dollars with $0 sales when it "acquired" Side Channel.
Who? Yeah, exactly.
Side Channel, a services firm that had $2.6 million in sales for FYE 09/30/2021, but for some reason, needed to be acquired by Cipherloc, an "encryption as a service, that's not offering encryption as a service or any service, for that matter" non-revenue generating company.
So shareholders are now holding stock who's value will be annihilated if Side Channel hits its very low revenue goal.
#thehotruthandnuttin'buttdatruth
Sell now, or forever hold your CLOK/SDCH shares!
The 10-Q for quarter ended June 30, 2022 is only hours away.
How much cash remains?
What interesting events took place after June 30th?
What items of shareholder interest were slow rolled until this evening to reveal?
#youvebeendupedtotallydupedandnothingbutduped
No biggie. Games are for kids. Cash remaining??
Sidechannel reported $2.6 million in revenues fye 9/30/21. They got acquired in exchange for shares, job security, and to be affiliated with this groups of hustlers. If they hit $5.5mil in gross revenues, they get 110million+ shares…is that right?
We all see the codependent opportunities between the two companies. I understand CLOK’s desperation; what is SideChannel’s? Fast track to being public and extracting more money from naive investors??
Yep, that’s got to be the plan.
Message in reply to ‘Clok-em-dead’:
The merger was completed in July, so the 10q won't show anything from SideChannel yet. It's the last quarter of CLOKs financial by themselves. We have a ways to go before we see what we really have on our hands. Until then....its sit and wait for news. Untruths are just that... UNTRUTHS. I am here to only speak the truth...the whole truth....and NOTHING BUT THE TRUTH.
How much cash is left in the bank??
I'm looking forward to reviewing the 10-q for the quarter ended June 30, 2022. This will tell us a lot; we should get to see what SideChannel is bringing, or not bringing, to the table.
Message in reply to:
Haugli/Haugli $1million+ COMMITMENT OF CASH
According to https://www.otcmarkets.com/filing/html?id=15935516&guid=xgk-ke3hux2mB3h (8-k public document, available for all to see):
Brian Haugli's current base salary is $300k
cash bonus of up to $150k = $450k
Kim Haugli's current estimated base salary is $100k+? probably more, right??
In the event Mr. Haugli’s employment is terminated for any reason (not including, however, a termination by the Company for Cause or a termination as a result of Mr. Haugli’s death or disability) (a “Change of Control Termination”) during the 12-month period following a Change of Control (as defined in the Employment Agreement) or in anticipation of a Change of Control, the Company shall pay Mr. Haugli a cash severance payment equal to 24 months of his then base salary, less applicable withholding.
CLOK - SideChannel would owe Brian Haugli another $600k
Total = $1.15million
*Not including the opportunity to get $400k in equity bonus and compensation
Chasteen gets $100k severance for stepping down
Didn't Borene get about $200k severance??
Message in reply to:
I’d love to see this month’s payroll!!
Check out sidechannel’s makeover of cipherloc.net and you will see a bunch of hands out looking to get paid. If Haugli (and his wife) stay a year, I believe that’s a $1million commitment of cash alone (see Haugli’s employment agreement).
“Yay!!…Our new CEO has 34 views on their YouTube videos! He replaced our previous CEO who saw no sales, spoke of no sales, and heard of no sales!”
Unbelievable.
In the event Mr. Haugli’s employment is terminated by Mr. Haugli for Good Reason or by the Company without Cause, (i) Mr. Haugli shall be entitled to continue to receive the salary at the rate in effect upon the termination date for 24 months following the termination date;
Message in reply to:
That's only if we fire him
Investor money raised by Paulson after their cut
We didn't get it from sales!! LMFAO
Message in reply to 'clok-em-dead':
Where did we get 20 million to lose?
Quote…
CLOK(now SideChannel) has lost $20million in 4 years!!
Haugli/Haugli $1million+ COMMITMENT OF CASH
According to https://www.otcmarkets.com/filing/html?id=15935516&guid=xgk-ke3hux2mB3h (8-k public document, available for all to see):
Brian Haugli's current base salary is $300k
cash bonus of up to $150k = $450k
Kim Haugli's current estimated base salary is $100k+? probably more, right??
In the event Mr. Haugli’s employment is terminated for any reason (not including, however, a termination by the Company for Cause or a termination as a result of Mr. Haugli’s death or disability) (a “Change of Control Termination”) during the 12-month period following a Change of Control (as defined in the Employment Agreement) or in anticipation of a Change of Control, the Company shall pay Mr. Haugli a cash severance payment equal to 24 months of his then base salary, less applicable withholding.
CLOK - SideChannel would owe Brian Haugli another $600k
Total = $1.15million
*Not including the opportunity to get $400k in equity bonus and compensation
Chasteen gets $100k severance for stepping down
Didn't Borene get about $200k severance??
Message in reply to:
I’d love to see this month’s payroll!!
Check out sidechannel’s makeover of cipherloc.net and you will see a bunch of hands out looking to get paid. If Haugli (and his wife) stay a year, I believe that’s a $1million commitment of cash alone (see Haugli’s employment agreement).
“Yay!!…Our new CEO has 34 views on their YouTube videos! He replaced our previous CEO who saw no sales, spoke of no sales, and heard of no sales!”
Unbelievable.
I’d love to see this month’s payroll!!
Check out sidechannel’s makeover of cipherloc.net and you will see a bunch of hands out looking to get paid. If Haugli (and his wife) stay a year, I believe that’s a $1million commitment of cash alone (see Haugli’s employment agreement).
“Yay!!…Our new CEO has 34 views on their YouTube videos! He replaced our previous CEO who saw no sales, spoke of no sales, and heard of no sales!”
Unbelievable.
CLOK(now SideChannel) has lost $20million in 4 years!!
Fiscal year ends 9/30 | Values in 000s USD
Net Income Cont. Operations
(3,104) 9/30/2021
(6,970) 9/30/2020
(6,834) 9/30/2019
(4,420) 9/30/2018
Same team, same Chairman of the Board (Tom Wilkinson), new cast of cronies
How much cash remains??
Did CLOK lose IP to Leblanc?
Losing full rights of IP would explain why CLOK is now a service company.
Everyone should be looking forward to the next 10-Q release.
Seems obvious that the investors who believed and defended de la Garza, Wilkinson, Borene, Hnatiw and Chasteen were all wrong and taken advantage of by these guys.
It speaks volumes that Sammy Davis resigned from the Board.
Good luck to anyone trying to get their money out of this quicksand trap!
Delusional thinking pt 2
Delusional investors blame everything and everyone EXCEPT the person at the helm. Why? Because they can’t admit to themselves that they made a poor decision and shouldn’t be doing their own investing. They also don’t like anyone who presents rational analysis and conclusions over make-believe / what-if / pie in the sky thinking.
I’d have respect for this SideChannel deal if the incentive was directly tied to making $5 mil in CLOK “encryption as a service” sales or some other legit non SideChannel income sale that actually validates a reason to give away half of the Company.
Delusional thinking attracts delusional investing. CLOK is doomed.
Do you really believe that everything that's happened up to this point has primed CLOK to be a viable company?
If SideChannel was a legit up and coming company, why would they need CLOK, and why would Chasteen and Hnatiw be working part-time for CLOK?
WTF has Tom Wilkinson been doing for the Company besides extracting cash and shares?
CLOK acquired a professional CISO services company that may be generating some gross revenues but has little to no net operating income.
Delusional thinking attracts delusional investing. CLOK is doomed.
Do you really believe that everything that's happened up to this point has primed CLOK to be a viable company?
If SideChannel was a legit up and coming company, why would they need CLOK, and why would Chasteen and Hnatiw be working part-time for CLOK?
WTF has Tom Wilkinson been doing for the Company besides extracting cash and shares?
CLOK acquired a professional CISO services company that may be generating some gross revenues but has little to no net operating income.
#youvebeenhad
Not everyone's a sophisticated investor...
This deal makes no sense for CLOK investors. CLOK investors will lose their remaining pennies (and are likely going delirious). The only question is how long will it take to dilute the remaining foolish investors??
Investors who bought at $2/share in 2015 are STILL trying to convince themselves that they made a good decision. Not a joke!!
FACT: CLOK "buys" a company with equity (not cash), a company that may not even be a break-even company, with 20+ employees/consultants, that shares many human resources between the two companies....I mean, seriously, the only thing(s) that make sense are the alterior motives. SMH
Dammed if you do Dammed if you don’t…….I can’t stop laughing……
Quote…..
Just reread Haugli’s employment agreement. CLOK is screwed!
If he hits sales goal, he wins. If he doesn’t, he still wins.
What does he have to lose??
Just reread Haugli’s employment agreement. CLOK is screwed!
If he hits sales goal, he wins. If he doesn’t, he still wins.
What does he have to lose??
I agree, let’s move on and buy sales!
Take a step back and you can see that this is nothing more than an expensive and poorly calculated way to achieve a performance goal that triggers a “mega pint” issuance of CLOK stock.
CLOK Stockholders voted for these shenanigans, so this should come as no surprise.
What else? Well, CLOK BOD and management continue to burn an estimated $350-400k a quarter. No sales in sight. Probably nothing real in the pipeline. Lots of burned bridges. And former CEO de la Garza is running an identical company targeting the same type of fish.
Who’s optimistic? The naive investor who has no other choice but to believe that his ship will come in.
Who benefits? CLOK BOD and Mgmt, and “the new guys” from “SideDeal”, I mean, SideChannel!
BREAKING News! CLOK investors realize they’ve been scammed!!
Yes, investors voted for all of this. CLOK BOD loves you for it!
LOL!
Message in reply to ‘Clok-em-dead’:
Voted on and approved by shareholders
#dumbanddumber
CLOK_BOD should be sooo grateful to "special" shareholders!
If there weren't buyers gobbling up CLOK as CLOK slides slides slides down to zero, this stock would have died a year or so ago! But instead, these buyers are ALLOWING CLOK BOD to methodically extract cash and control for the cookie jar.
Where did they get the cash? Investors!!
Who's allowing them time to get all the cash and cookie crumbs? Mislead Investors!!
Who loses?? All Investors!!!
Who gains?? CLOK BOD, Wilkinson, Hnatiw, Polk, Chasteen...
Who wins, who loses? Zero sum game
From NSCT to CLOUD to CLOK, the only real “winners” have been mgmt, BOD, employees, and shareholders who sold shares and made a profit. Of the shareholders who made a profit, most of those “winners” acquired the stock with a very low (or zero) cost basis.
The “losers” are all of the shareholders who acquired stock at a high price and either sold for a loss, forfeited their stock thru a reversal, and also those who continue to hold CLOK stock and have an opportunity cost to their money that is still tied up in CLOK stock. The latter tend to be blind to lost opportunities and don’t realize that there is a time value of money.
Who is most likely to gain (win) at this point? Advantage continues to be with BOD, mgmt, employees, and those shareholders with an extremely low cost basis.
Pretty soon, we’ll be down to 100 shareholders…
And then the real dookie show begins!
Caveat emptor!!
CLOK BOD gets $$ and Stock and more
$0 sales
60% reduction in shareholders
No news, no PR, no nothing
Bad economy
Terrible BOD Chairman
Conflicted and non-independent board members
Focus is on “acquiring gross sales” by giving away huge amounts of stock that will destroy most remaining long shareholders
The writing is on the wall. Big bold letters