Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Like I said:
"I trade stocks and don't marry them! How did you like that drop from $6 dollar range to $2 dollar range big smile," he says.
I marry stocks. I take it, it's a safe assumption that your crystal tech ball didn't tell you to load up in the 2's; is that right? As we go to over $6 today, I'm still not selling a single share. I do, however, have more shares now at an Avg. cost of $3.95. Over 3,000 shares long.
It doesn't take a financial genius to see a p/s of $15 on the low side here. If you didn't buy at $2, you should smash your tech ball and throw it in the trash can. It's junk science as I said. It is what astrology is to cosmology. I did not stutter.
The dang glitch is on my end. Allow's transmission doesn't come through on this laptop. It comes through on my other laptop. Some of them are hitting snags now, for some reason on my end somewhere...
She also posted this today. Which at least gives me something for the category APPS I wanted to make. None of the other "app" videos just did it for me. This one - eh. It's okay. Nothing jumps out as definitely YBCN on the app itself. But she links it to our brand through her video and makes it interesting, so I'll use it. Until a better one comes along some day. And plus, I like her music selection.
https://www.douyin.com/video/7107581783981477154?modeFrom=userPost&secUid=MS4wLjABAAAAfqPIZ8W2YmMxq6-ZW-a5hrdf4Eo9T8rtK9omB3M-X8U
In case it isn't obvious yet, I'm creating categories of interest that our spies are presenting. I think that pretty much covers all the categories. Just the best of the best in my opinion for each category. They should win awards if they make it to my category, and can be replaced if someone comes better. Employee of the month! Free roaming privileges and allowed to eat in the officer's cafeteria. As one suggestion. Until someone replaces them better. And if they win two categories, which at least one has if memory serves correct, he/she should get benefits times two!
We should have incentive problems with this company. Hence, morale is down. Mine included. If you want to incentivize me,. start giving all shareholders a 6 cent raise every month. And you will attract bees with the honey that way. These incentive programs, you'd think, would be obvious. So, if we could get this stock UP, that would be great! Let's get this show on the road! Emerge! And reveal Ailexi! And start doing. More videos! More stores. More money! And SHOW US THE MONEY!
Just the truth! And our main company website SUCKS. Truth. Work in progress and it pisses me off. So I'm not going to sugarcoat it if that's the face they want to present to the public. Our spies do a much better job presenting this company than the company itself. Jerks! I need to kick them one more time. Pisses me off!
I see us on this list Rado:
https://ldinv12.mysequire.com/
I don't see a replay option next to it like half of the others do that were taken on the 8th. You already registered. You aren't able to replay it yet on this link are you?
You have to hit the middle tab JUNE 8 to see it, and then we are on the far right column near the middle section.
If you can, I'll jump through the registration loops. Otherwise, I'll wait (hope) for it to appear at YouTube.
We should be in MACY'S too.
In this post I'm responding to of mine, I visited Target in Memorial City and took that photo. Target and Walmart must have lowered their merchandising standards. Because when I went through Macy's (owner of 1,000 shares), my store was clean and organized. Top shape! And that's the #1 Macy's store in all of Texas in terms of sales volume. That's a fact! We should be in Macy's toy dept. Or somewhere because they have service galore. They keep stuff stocked and looking good. And it smells great in there too with all the perfume! And, their prices are reasonable.
Last year or so, I went to Walmart, Target, and Macy's looking for a new bed comforter. Macy's had the best price on clearance. So I bought at Macy's. And I remember they were better stocked and had better selection, too! That's probably why Macy's is exceeding expectations on wall street and Target and Walmart and giving us bad news.
Anyway, we should be in Macy's *also*.
Nice big pop at end of day to over $4! We are very volatile. I wonder if yesterday was actually the exercising of re-priced warrants that Erickson was concerned about. I'm starting to suspect as of 6-3-22, no regular warrants were exercised as he suspects/claims. The numbers add up correctly in the OS> Doesn't mean they weren't exercised yesterday though. I guess all facts will surface in the next 10Q.
It's just suspicious to me that we go up on lower volume so dramatically, and wend down dramatically on much higher volume yesterday. There are only so many shares, and we've traded the entire OS I dont know how many times since the upgrade to Nasdaq.
That's nice! Allow also posted a video of that today. But I can't open it yet. They seem to have tech issues lately. Seems to be a lag time lately on many videos that get posted. And about 24 hours before they "settle" to become viewable. Like someone's settings are off, or a glitch on a server somewhere or something.
I look forward to seeing her transmission. Once that radio buoy cable is fixed.
Agent ZH5's Message Fragment
https://www.douyin.com/video/7107208839828737320?modeFrom=userPost&secUid=MS4wLjABAAAAxlBbxHa3CCxSKLPbQckeULMQQo-D5qv8BSFEAgJRr_o
The first national distributor tour of Yongbaichao Wine Industry in 2022 was successfully completed ?. After following the company for three years, time has come again without a word, but all the questions have been answered. The results don't lie. Keep up the good work and keep trying. Let's work together to make the club's mission stronger and bigger. Witness the bright future of Yongbai Dynasty together.
The future can be expected! Come on, all partners, see you at the summit![victory][victory][victory]
There was more to it than that. Either I cut it off mistakenly, or he added some words. I think that may be a photo of a big group hug. If we could change this music to the Rocky theme, that would be great.
I wonder what the summit is? Is that the top of a metaphorical mountain? Or is that a real place and a real meeting coming up soon? I need more intel. But I have an angry skipper that is trying to stand in my way, as you can see here:
Agent Chen ZH5 has broken protocol with your gag order and says it was more than just a dragon festival.
https://www.douyin.com/video/7107208839828737320?modeFrom=userPost&secUid=MS4wLjABAAAAxlBbxHa3CCxSKLPbQckeULMQQo-D5qv8BSFEAgJRr_o
The first national distributor tour of Yongbaichao Wine Industry in 2022 was successfully completed ?. After following the company for three years, time has come again without a word, but all the questions have been answered. The results don't lie. Keep up the good work and keep trying. Let's work together to make the club's mission stronger and bigger. Witness the bright future of Yongbai Dynasty together.
Which corroborates my concerns: Morale is down and they noticed promises such as deadlines not kept. Hence, "time has come again without a word." That's my interpretation. *Again* being the key word here. Do I need to remind you that Rule #1 in business ethics (and also coincidentally also in Mafia ethics) is to KEEP YOUR WORD. Trust is the cornerstone of all successful enterprises. In fact, trust is the cornerstone of our banking system. Without trust, everything fails.
So I think they were invited to somewhere to come see for themselves. Although, I wasn't invited. Discrimination! "All questions have been answered" he says. I bet my concerns were brought up because if I can see the company jacking around in bits in pieces, I'm sure they are feeling it ten-fold.since they are immersed in it.
So they got a "tour" of something. Didn't I just say on the written record that I'd like to tour a plant myself... Although, my mind is goign to be more scientific and skeptical than our agents, it's good to hear some feedback and know who isn't shooting straight around here. As in, they didn't just happen to be all group members staying in some hotel by sheer coincidence as a dragon festival was going on.
Allow, EndToEnd, and my favorite agents, follow ZH5's example (his undercover code name behind his code name) and don't follow bad orders. Report to central command by end of day.
Thank you and have a nice day!
Houston Target Isle
My Target has the same format as yours. This is what I found at the end of their electronic dept and right up against their toy dept. Which I think is a perfect place for the two to meet. Right in the middle.
Mine is dishevled just like yours and like our local Walmarts. We must have a new generation of slackers in America. We need comprehensive immigration reform ASAP. Fill these jobs with people that want to WORK!
Mine has the same spot for a machine on sale for $149. I think it was normally $169 or $159. Actually, $169. I can zoom in on my phone. That's high quality. I emailed it to myself in medium resolution. The other slot was for a $79 machine. My machine is a little different than yours it seems, so I must be out of the one you have and vice versa. And I can't tell if it's the right spot or not because my shelves are ransacked it seems. Toys in there that don't belong, etc. Empty slots. I have the same mics with cords. But I'm out of the cordless ones. Although, it has a mic with cord in its slot too in the wrong place.
And that's our PARTY MACHINE mic in the top middle. Three left whereas yours was missing . Same price. $29.99.
Good to know. Same conclusion: Product moves. And lazy staff that can't keep us tidy and/or supply issues.
Wow, that's a really nice format. I like the look of those presentations. I hope they do post it. I hope we don't have to wait a month. I'm working at the same time I'm on I-Hub, so I didn't have the time to attend it. I hope I can post it on the front page here in the near future. I look forward to seeing it!
Four times the traffic rate in electronics is indeed a good data point to know. I didn't know that...
Wow, thanks, Rado!!!! I didn't even think of checking Target. I'm goign to go to Memorial City Mall tonight and check out the Target there. Just to see if we are in that one. That's where my number one volume store of all Texas is at for MACY'S. And my little RMCF chocolate factory is in that mall. I get to have a mission tonight! Mystery shopper for all my investments. I hope they aren't slacking like at WalMart.
Trading got halted. Too much volume this morning? I wonder what happened. I hope it's just a circuit breaker. LUDP is the code -- volatility trading pause...
**More News**
Singing Machine Grows Partnership with iWorld Australia
Fort Lauderdale, FL, June 08, 2022 (GLOBE NEWSWIRE) -- The Singing Machine Company, Inc. (“Singing Machine” or the “Company”) (NASDAQ: MICS) – the worldwide leader in consumer karaoke products today announced that through its existing partnership with iWorld Australia, a leading consumer product and toy distributor, it is expanding the number of retail doors and e-commerce platforms that will be stocking Singing Machine products for holidays 2022.
iWorld Australia is a leading consumer products and toy distributor that distributes many iconic and beloved brands throughout Australia and New Zealand to retailers and e-tailers such as: Amazon.com.au, Catch-of-the-Day (catch.com.au), Costco, Harvey Norman, Target, and Toy World, the largest network of independent toy retailers in Australia.
Singing Machine is the market leader in home consumer karaoke products with a focus on innovation and expanding digital content services. Singing Machine’s product line includes karaoke machines, accessory microphones, stand-alone Bluetooth™ microphones, and the widely popular Carpool Karaoke™ microphone, designed for use in cars.
Gary Atkinson, CEO of the Company, commented, “As the current market leader in North America, when we look to expand our brand internationally, we always look for best-in-class distribution partners that understand our brand and can emulate our successful blueprint in the U.S. The Australian and New Zealand territories have historically been challenging, but now after four years working with iWorld, we are extremely satisfied with the growth of our business. We’ve worked hard with the iWorld team and I’m proud to say that we will be represented this year in the most major retailers we’ve ever been in in those regions. Having our brand represented well at Amazon, Target, Costco, Harvey Norman and others is extremely important for our growth. We are forecasting our best year yet in those countries.”
“We have been working with the team at Singing Machine team for 4 years now. The last couple of years during Covid have been tough for all but we have had excellent support and have successfully grown the Singing Machine (MICS) footprint in both Australia and New Zealand. This year 2022 we have opened more doors with the introduction of Singing Machine and expanding drop shipping for all majors and many online companies,” commented Aldrin DeClase, Director of iWorld Australia.
They take a lot of vacations and do a lot of Karaoke. I hope they are using the Singing Machine. New Ticker MICS. At least. Since they hardly work.
Are you actually seeing our machines in the toy dept? I went to the toy dept and didn't find them. I'm not sure if I'm supposed to be finding them in there.
I just posted an update photo myself. I got back from Walmart just now. I was happy to see that it looks like we've been ransacked and merchandise has vanished, and missing stuff has been stocked. But still bitter sweet in that our staff at Walmart can't keep our isle neat and tidy and in stock. Then again, the entire departments seems to be that way. So, at least we are singled out. We are just an equal recipient of negligent care.
Update to PF confusion to be fair to mgmt:
Erickson clarified his position and my confusion in a followup. But that means I'm now confused on the share count. Which to me should be higher than reported if the *regular* warrants were exercised. I"m not so sure he understands that the PF warrants were exercised as the filing 3 days ago suggests to me.
So just to be fair, he does not have those negative feelings towards the CFO as I did, so I go with his opinion on this. For whatever it's worth to everyone here, I'm long and a little confused, but I feel good about it. I feel like those of us here at the bottom are in a good position.
I'll try to clear up some of your confusions. First, Gary Atkinson, the CEO, is the decision-maker in all of this. Don't blame the CFO. And I don't believe Gary is in any way venal or self-dealing. He truly believes that the costs he imposed on the shareholders were worth the benefits he sees from up-listing to NASDAQ and bringing in extra cash. Though wrong, he is sincere. I'll continue to believe that right up until I see a major downward reset of senior management stock option exercise prices, or some idiotic empire-building acquisition become the use of MICS' money now sitting in the bank getting eaten up by inflation.
There is no effect upon the pre-funded warrants. I don't believe the company has to refund any of the money from pre-funding on those warrants. And I believe the company will still receive another penny per warrant payment when those warrants get exercised five years from now. If I'm wrong about that, then of course that would be yet another disastrously dilutive consequence of this deal. Only the warrants that were not pre-funded receive the lowered exercise price. The $2.40 new exercise price (down from $9.00) comes from the provision in the warrant agreement that calls for the exercise price to drop down to the lowest trading price of the stock that occurs on the date of the funding. On the day this deal was announced, the stock briefly traded down to a low of $2.40 before substantially recovering to about $3.00. Care to guess who did the selling to cause that sharp and brief price drop? First suspect is the owner(s) of those non-pre-funded warrants.
Forget about a class-action lawsuit. Bad idea on every conceivable level.
BTW, if the company is profitable during either the March or June quarters, then the stock is a steal. MICS is normally never profitable in those quarters.
WALMART ISLE UPDATE:
I just got back from Walmart, and I was happy to see this. Compare this photo with the one in the post I'm responding to. It's still disheveled, but looks like merchandise is moving. The three colored speakers that were out stock are now in stock. And some of the stuff that was in stock is out of stock!
This is the same exact Walmart two miles from my residence. There are 15 WalMarts within a 10 mile radius of me I'd say. And a lot more than that if I want to include the entire Houston metropolis. I'm surrounded by WalMarts. I've only visited about 3 of them so far. If I wanted to, I could get a good slice of the pie as a sample.
Taken today:
FROM ORIGINAL VISIT taken on May 23, 2022 (2 weeks ago):
I finally got to the end of that LONG SCATHING letter! That was a GREAT LETTER! That was better than the episode of Marty's driver's rage in the last season of Ozark! That had me on the edge of my seat from start to finish.
He has my all of my 50,025 votes! No questions asked! He had me at hello!
I like his final conclusion. Because I do like Pappas and Bandera:
...I am not going to sit around and wait until the music stops, as your decisions have brought IVFH to the brink of collapse more than once. Step down as Chairman and CEO and let the truly independent board members find someone better suited to run this business. Given your long-term track record, this is clearly in the best interest of all shareholders.
Mr. Pappas’ and Mr. Gramm’s backgrounds as Chairmen and members of other boards of directors and the success those companies have had make them both extremely attractive candidates to take over as Chairman of IVFH if they are willing. I wouldn’t know if they are willing, as you have prohibited me from speaking with the board. Either of them would be more than qualified to take over as Chairman and maybe IVFH shareholders might have something to look forward to for the first time in a very long time...
The best Scathing letter I've read in such a long time! I love this. My Calvary has arrived. It was released today after all my venting! I can read this, and all of the YBCN anger just flows throw my bones and into this letter. It's like an outlet! I feel peace!!!!! This is ACTIVISM. This is somebody FED UP. They don't leave. They don't walk away. They aren't a doormat. They jsut had enough! I need to post the letter to be a VENT for anyone that wants to release their anger through a channel:
NOTE: This is not related to YBCN. I just love this letter and I can feel his anger. He is feeling what I've been feeling all week long in regard to YBCN. Ventilation:
https://seekingalpha.com/filing/6501549
Mr. Klepfish:
As you are aware, I’ve been a shareholder in Innovative Food Holdings, Inc. for quite some time now. I originally made a filing declaring greater than 5% ownership of IVFH on behalf of a group of investors in late 2013. Over the years, I have met with members of IVFH management on multiple occasions in Florida, New York City, Chicago, and Detroit. I am regrettably coming up on nine years into my journey as a shareholder. I point this out to highlight the fact that I am a long-term investor, and I am not looking to turn a quick profit. Currently, I advise multiple entities on their investment allocations, and these entities have aggregate assets in excess of $100 million. These entities, along with a few related individuals and myself, collectively own beneficially approximately 7.2% of IVFH common stock. Per the exhibits to my amended Schedule 13D/A filing, all these entities and individuals have recently confirmed their intent to vote or give consent in whatever manner I advise, with respect to IVFH shares.
In the early years of my investment in IVFH, I supported your strategic initiatives with the company, even participating in a private placement. I did this to show support for you and the company. I always try to be supportive and helpful to management teams of companies I invest in when I am able. Unfortunately, as time has passed during my shareholding tenure, you have continued to make one ill-conceived and fiscally disastrous decision after another. You have made many egregious mistakes as CEO of IVFH under the supervision of certain long-tenured and supposedly independent board members (Joel Gold and Hank Cohn), and the Chairman (yourself) at the expense of IVFH shareholders. More problematic than your ability to repeatedly destroy shareholder value completely unchecked, is that yourself, Joel Gold, and Hank Cohn have taken indefensible compensation from the company throughout the years in what appear to have been awards for your undeniably deplorable financial performance. Numerous corporate governance deficiencies have been made very apparent. Based on the managerial, oversight and performance failures detailed in this letter, my perception of your capital allocation abilities, managerial prowess, and motivations at IVFH has deteriorated irreparably.
For shareholders to be best served going forward, the following things need to happen:
§ You should step down as Chairman and CEO of IVFH.
§ Joel Gold and Hank Cohn should step down from the board of directors and all committees.
§ IVFH should immediately cease making acquisitions.
§ IVFH should immediately cease all stock-based compensation to yourself, Joel Gold, and Hank Cohn.
1
Page 16 of 23
It should become clear to any rational decision-maker that any competent and independent board member would have attempted to end your value destruction years ago or stepped down from the board out of shame or fear of violating their fiduciary duty to the shareholders of IVFH. It is also very apparent that your dual roles as both CEO and Chairman of the Board have only exacerbated the aggregate amount of shareholder value that you have been able to destroy. Past actions indicate that neither you, Joel Gold, or Hank Cohn is concerned with your fiduciary duties to shareholders. If you truly are concerned with upholding your fiduciary duty to shareholders, then past actions have shown that you, Joel Gold, and Hank Cohn are unqualified to effectively do your jobs. All evidence of previous actions you have taken supports the fact that you are only looking out for yourselves. You are trying to ensure your positions at the company remain intact regardless of the damage you do to shareholders along the way.
I have made numerous requests to you to meet with the board of directors of IVFH over the past two years, and these requests have seemingly fallen on deaf ears. You have responded with excuse after excuse. You recently replied to me via email that, “Counsel has advised against board meetings with individual shareholders. As per counsel, such meetings are in general inappropriate and would also raise selective disclosure, MNPI, and fiduciary duty issues, among others.” Writing this letter in a public forum brings me no pleasure, but your refusal to provide me the opportunity to engage with the board directly has left me no choice. Accordingly, I am writing this letter as an open letter to you and the board by publicly filing it with the SEC as an exhibit to my Schedule 13D/A. I hope this letter is taken more seriously than my requests to meet with the board.
There are numerous widely used ways to measure CEO and Chairman performance that are fair for both investors and managers if considered after a long-term period. I have decided to evaluate your performance through several widely accepted metrics below to ensure I am not distorting any facts. I will begin with shareholder returns since the end of 2013, around the time when the group I represent initially became a 5% plus owner of IVFH shares.
Shareholder Returns Vs. Various Indices Since Year End 2013
Investment Return From 12-31-13 Thru 12-31-21
S&P 500 Index 190.85%
NASDAQ 100 Index 357.78%
Russell 2000 Index 114.98%
Russell Microcap Index 106.23%
S&P 1500 Food/Beverage/Tobacco Index 82.05%
IVFH Stock (-73.99%)
Observing long-term shareholder returns makes it very clear that everything you have done has destroyed significant shareholder value despite overall rising tides in general equity markets, food related equity classes, and across the board in different market cap categories. You can continue to mention creating long-term shareholder value all you want in press releases, but over the long-term, you have proven yourself incapable of creating shareholder value. The more time and freedom you have been given, the more shareholder value you have destroyed.
2
Page 17 of 23
Financial Performance Has Been Awful & Compensation Is Completely Unjustifiable
There are three things that have increased at the company over the time period depicted above that I would like to point out. These items are: 1. Your total shares owned (despite not purchasing any shares), 2. CEO base compensation per year, and 3. CEO total compensation per year. These three items have increased 304%, 112%, and 133%, respectively, from 2013 to 2021. These items increased despite your stock falling by 74% from year end 2013 through year end 2021.
Another thing we should look at relating to CEO and Chairman performance is profit. To stay consistent regarding measurement timelines, we will look at accumulated profitability from 2013 through 2021.
Line Item 2013 Through 2021
Accumulated Net Income (-$27,939,018)*
Total Sam Klepfish CEO Compensation $5,521,877**
Total Sam Klepfish Board Compensation $140,643**
Total Hank Cohn Compensation $675,143**
Total Joel Gold Compensation $663,143**
* per increase in Accumulated Deficit on Balance Sheet from 2012 10-K to the 2021 10-K
** per executive and director compensation tables on 10-K’s from 2013 through 2021
IVFH has accumulated around $28 million in losses from 2013 through the end of 2021. Yet, you have received compensation worth over $5.6 million, and your long-tenured “independent” board members have received compensation worth over $1.3 million combined through the end of 2021. The extent of your self-enrichment after considering shareholder losses is appalling. You, Joel Gold, and Hank Cohn have taken roughly half of the current market cap in compensation since 2013.
If you apply the amount of losses IVFH has accumulated from 2013 through the end of 2021 to the diluted shares outstanding at the end of 2013, you arrive at a loss of $4.56 per share. Under your reign as CEO/Chairman of IVFH since 2013, you have lost $4.56 per share based on the number of diluted shares outstanding at the end of 2013. IVFH stock traded near $0.33 at the end of 2021. The magnitude of these losses, given the current share price, is inexcusable.
It deeply troubles me how you have historically touted revenue growth right after making acquisitions of companies that have destroyed significant shareholder value. Even though almost all these acquisitions have lost tremendous amounts of money upon acquisition and afterwards, you tout the revenue growth. Since the end of 2013, total revenue has increased. This is an irrelevant fact, though, as revenue per share has not increased. This may be news to you since past actions would indicate you aren’t concerned with “per-share” numbers. You were clearly not fazed by increasing overall revenue through massive share issuances in the acquisition of The Fresh Diet since your compensation was previously tied to overall revenue growth (which disregarded revenue per share and shareholders generally). It is hard to imagine how this previous compensation practice with incentive components based on revenue growth was implemented with a fiduciary duty to shareholders in mind. This practice was only mindful of creating a compensation system that ensured large management bonuses after acquisitions with complete disregard to the impact on shareholders of the company. You literally took money out of shareholder pockets by issuing shares for this acquisition and then paid yourself a bonus since the company you acquired generated enough revenue to almost guarantee IVFH’s revenue would grow. Afterwards, the acquired company started hemorrhaging money: shareholders’ money.
3
Page 18 of 23
I have presented revenue and gross profit per share outstanding as provided in the company’s 10-K’s and their percentage increases or decreases since the end of 2013 through the end of 2021 below. It doesn’t take a financial analyst to determine that you are destroying massive amounts of shareholder value.
Line Item 2013 (Per 10-K) 2021 (Per 10-K) % Change
Revenue $23,502,740 $62,212,148 165%
Gross Profit $6,649,183 $16,950,747 155%
Shares Outstanding 7,117,743 46,041,751 547%
Revenue/Share $3.30 $1.35 (-59%)
Gross Profit/Share $0.93 $0.37 (-60%)
While I would love to display net income per share, operating income per share, or some other profitability metric per share, the fact that current trailing numbers are negative mathematically prohibits me from doing so. The above depiction is just one more example of the complete lack of oversight by the long-tenured board members, as well as another example of your inability to effectively do your job as CEO and Chairman in a way that benefits shareholders.
Given the horrible performance of IVFH shares over the long-term, the abysmal and deteriorating financial performance of IVFH over the long-term, your indefensible compensation, as well as Joel Gold and Hank Cohn’s indefensible compensations, it is not a surprise to me that your communication with current and potential shareholders is almost non-existent. IVFH hasn’t held an earnings call in ages, and it is no surprise. I wouldn’t want to have to explain the financial performance of IVFH or my compensation either if I were in your shoes. Despite your lack of shareholder communication, for some reason, you continue to make comments about increasing shareholder communication. On April 17, 2019, you stated that, “we plan on expanding our engagement with investors and I look forward to significantly increased investor interaction as the year progresses”. I can still hear the crickets.
You state that your executive compensation program is “designed to attract, reward and retain talented executives to lead our company in a highly competitive market while maximizing shareholder returns.” You also state that your approach, “helps make your management team a key driver in the company’s market leadership and financial performance”. I find these statements incredibly contradictory. IVFH lost over $7.6 million in 2020, but you were paid $686,113 in 2020 (up from $494,139 in 2019 despite IVFH swinging to a massive loss). Joel Gold and Hank Cohn each took board compensation worth $99,120 in 2020. It appears through your total compensation you are trying to enrich yourself at shareholders' expense (regardless of your talent) and that compensation is not tied to shareholder returns despite your claims about your compensation program. It is clear your increase in compensation from 2019 to 2020 was not a driver of IVFH’s financial performance. Joel Gold and Hank Cohn were the only independent board members to take more than $4,000 worth of compensation in 2020 which is confusing, as they have overseen more value destruction as independent board members than any of the other independent board members. This example of indefensible compensation in 2020 was far from an isolated occurrence. In 2014 after the nightmarish acquisition of The Fresh Diet which I will touch on later, you, Joel Gold, and Hank Cohn took advantage of shareholders in a manner that simply appears immoral. In 2013 net income was negative $1.48 million. In 2014 this annual loss expanded to negative $3.7 million due to expanding losses from The Fresh Diet acquisition. Despite these expanding losses and a worsening situation with The Fresh Diet that the board should have been intimately aware of at the time, Joel Gold and Hank Cohn EACH took board compensation worth $318,283 in 2014. In 2015 the acquisition was reclassified as discontinued operations and generated a loss of $26.8 million. The 2014 board compensation taken by Joel Gold and Hank Cohn is greater than the median director compensation at Sysco in 2014! Unlike IVFH which generated a worsening operating loss, Sysco generated $1.6 billion in operating profit and a net income of $932 million in 2014.
4
Page 19 of 23
The fiduciary duty of board members and corporate officers in Florida involves, amongst other things, a duty of loyalty to the corporation and its shareholders. This duty of loyalty can be violated if board members or officers receive personal benefits from transactions or business developments not received by shareholders generally. The day after The Fresh Diet Acquisition was announced on August 21, 2014, IVFH stock closed at $1.69. Two years later shares closed at $0.46. Shareholders certainly didn’t benefit from that. Net income losses expanded by approximately $2.2 million from 2013 to 2014. Shareholders didn’t benefit from that either. Despite these things, Joel Gold and Hank Cohn apparently thought they were remaining loyal to the corporation and its shareholders by taking $318,283 each in board compensation in 2014. I see no evidence to support the notion that they were carrying out their duty of loyalty to the corporation and its shareholders in taking that compensation.
Your compensation in 2014 and 2015 stands alone, however. As already stated above, IVFH lost $1.48 million in 2013, then $3.7 million in 2014, and in 2015 IVFH lost over $27 million. Over those three years, your total compensation went from $362,784, to $437,808, to a completely absurd figure of $1,047,544 in 2015 despite your annual loss increasing to over $27 million. This seemingly blatant violation of your fiduciary duty brings me to my next point. Your dual role as chairman and CEO has exacerbated the amount of shareholder value you have destroyed at IVFH.
Dear Chairman: You Haven’t Been Doing Your Job
James Madison was famously quoted saying, “No man should be allowed to be a judge in his own cause”. It is a simple concept. People cannot effectively and independently evaluate themselves. There is an inherent conflict of interest in doing so. While instances of dual Chairman and CEO roles have worked for select companies, that is clearly not the case with IVFH based on horrible long-term shareholder returns, horrible long-term financial performance, and your continuing habit of paying yourself outrageous amounts of money considering what has happened to IVFH shareholders. I don’t understand how you were fulfilling any individual component of your fiduciary duties of care, loyalty, or acting in good faith when you coupled a pay increase from around $400,000 to over $1,000,000 with annual losses increasing from $3.7 million to $27 million. In my opinion, your employment as CEO would have been terminated long ago if there was a competent and independent chairman at IVFH.
5
Page 20 of 23
Widespread Corporate Governance Issues
Corporate governance has been atrocious at IVFH. While all the examples above indicate this fact, I would like to highlight some additional examples that support this assertion. Per SEC filings, on November 29, 2017, the board of IVFH appointed Nathaniel Klein to the board. The company also simultaneously created Audit, Corporate Governance, Nominating, and Compensation committees. Mr. Klein was appointed to each of these. Less than 60 days later, the board amended its bylaws to gain the ability to remove a board member with or without cause by a majority vote of the board members. This newfound ability of the board completely bypassed a shareholder vote. The next day, Mr. Klein stepped down from the board. Shareholders should have made such a decision, but your last-ditch effort to remove someone you likely had a conflict with through an amateur bylaw amendment wrongfully removed shareholders from this decision. This shows that you will do anything in your power to ensure your position and reign over IVFH remains intact despite the increasing amount of damage you continue to cause to IVFH shareholders.
The most comical display of poor corporate governance relates to the simple fact that Joel Gold and Hank Cohn are a part of any of IVFH’s board committees. In IVFH’s 2010, 2011, 2012, 2013, and 2014 10-K’s it stated that it didn’t have audit, compensation, nominating, or governance committees and that, “We are currently having difficulties attracting additional qualified directors, specifically to act as the audit committee financial expert”. For those reading this letter that are unaware, Joel Gold and Hank Cohn were both board members for all these years. Then alas, in the release of the 2019 10-K, Joel Gold and Hank Cohn are members of the audit, compensation, nominating, and governance committees. Even more ludicrous is the fact that Mr. Cohn was named the audit committee financial expert in 2019. The company said it could not find a qualified audit committee financial expert while Mr. Cohn was on the board in 2010, 2011, 2012, 2013, and 2014. If Mr. Cohn wasn’t qualified from 2010 through 2014, logic would imply that he isn’t qualified now.
To ensure that I leave no stone unturned, and to be entirely fair, I would like to talk about COVID-19 and its effect on IVFH’s business. The virus clearly had a negative impact on businesses overall worldwide. Many food related businesses were hit hard given the burdensome restaurant and social distancing regulations imposed by differing levels of government. Even though COVID-19 negatively affected IVFH’s direct-to-chef business, it did just the opposite for IVFH’s “e-commerce” businesses that you seem to love to talk about. One couldn’t have dreamed of a better potential scenario for IVFH’s “e-commerce” businesses, or so it appeared initially. Your “e-commerce” revenue in 2020 increased by over 100% year over year from $10.7 million to $22.4 million. However, net income in 2020 was a loss of around $7.6 million compared to a positive net income of around $200k in 2019. In summary, you seemingly purchased a handful of unprofitable e-commerce businesses, they grew by over 100% in one year due to covid tailwinds, and you found a way to make them monumentally less profitable. In case you are wondering, shareholders aren’t impressed. 2021 has come and gone and it appears the e-commerce businesses are still unprofitable. This is just more of the same under your leadership as CEO and Chairman of the Board.
6
Page 21 of 23
Intrinsic Value Obscured By Disastrous Acquisitions & Poor Operating Decisions
One of the most ridiculous aspects of you, Joel Gold, and Hank Cohn’s compensation and the losses accumulated under your tenures is the fact that IVFH has a profitable and growing business segment. Over the years there have been various fleeting moments in time when your financial statements haven’t been polluted with noise from your failed acquisitions. The period I refer to basically encompasses the 2016 and 2017 fiscal years. In 2017 IVFH generated around $6 million in adjusted EBITDA on around $41 million in revenue. If sold to a strategic acquirer, that $6 million figure would have translated to a much higher number from a post-integration perspective. There have been these glimpses of a core business that consistently has above-average organic growth, requires minimal ongoing capital investment, and generates high returns on invested capital with impressive bottom-line margins. Despite this, you have managed to destroy inexcusable amounts of value and lose money greatly in excess of any money your direct-to-chef business has generated. Rather than highlighting the value of this business, your skimpy disclosure practices obscure the value of this business. In a world where median TEV/EBITDA acquisition multiples for food distribution companies are hovering near long-term highs, why on earth hasn’t the board explored a sale? You and the board should be harnessing IVFH’s assets to benefit shareholders, but you, Joel Gold, and Hank Cohn’s long-term track record displays that you are only harnessing IVFH’s assets to benefit yourselves.
In 2014, IVFH acquired The Fresh Diet for $14 million worth of stock. In this acquisition IVFH also assumed roughly $8 million in liabilities net of tangible assets from the purchase. It raised $1.6 million as part of this acquisition via the sale of stock. IVFH also later raised roughly $3 million in 2015 to buy out a Fresh Diet Shareholder. Based on IVFH’s 2015 10-K, The Fresh Diet likely burned at least $3.6 million in operating cash flow in 2015. After attempting and failing to spin-off The Fresh Diet, IVFH sold it in 2016 for the counterparty’s assumption of $4.6 million in net liabilities. Based on the numbers above, I estimate that in a one and a half year time period the acquisition and subsequent disposal of The Fresh Diet destroyed at least $25 million in shareholder value, conservatively. I am not even including potential cash hemorrhaged by the Fresh Diet in late 2014 or early 2016, or the value destroyed via the stock-based compensation related to the acquisition or other simple value destruction components. IVFH’s non-existent profitability-by-segment disclosure makes exact math difficult. Based on IVFH 2016 10-K filings, the Fresh Diet lost $26,802,488 in 2015, which would support my conservative calculation that it destroyed more than $25 million in shareholder value. Unfortunately, no apparent lessons were learned from this catastrophic acquisition that almost took down the entire business. According to the company in public commentary, the acquisition was supposed to be accretive to 2015 earnings. Imagine that. On March 1, 2016, you publicly commented on the disposal stating, “We now enter a new chapter for Innovative Food Holdings. We strongly believe in the strength of our core specialty food business which continues to set record sales and continues to drive bottom line growth.” That new chapter sure didn’t last very long.
In early 2018, you announced the acquisition of igourmet, and the shareholder value destruction commenced once again. A string of additional e-commerce acquisitions coupled with the head scratching purchase of a 200,000 sq foot warehouse for $4.5 million via debt financing brings us to where we are today. Because of your reckless strategic, operational, and capital allocation decisions IVFH’s equity is currently valued at approximately $13 million. This more recent string of acquisitions has seemingly caused operating income to fall from $4.7 million in 2017, to $2.0 million in 2018, all the way down to $0.2 million in 2019 just in time for the COVID-19 Pandemic to get going. There has been no oversight of your actions whatsoever by yourself as Chairman, nor has there ever been any oversight from Joel Gold or Hank Cohn. How can they provide independent oversight when you paid them (and they accepted) in excess of $300k each in a year when you took a $27 million loss one year later?
7
Page 22 of 23
Based on your previous actions, you would clearly rather deflect blame for the poor shareholder and financial performance of IVFH on other people or factors, rather than accept responsibility for what has happened on your watch as CEO and Chairman. Since you do possess both of those titles, you should accept responsibility for what has happened to the company and its shareholders while you have had both of those titles. I truly hope that you do not try to avoid taking responsibility for what you have done and continue to damage shareholders even further.
As stated earlier, Joel Gold and Hank Cohn should immediately step down from the board of directors and all board committees for all of the reasons outlined above. In the event of a vote, it is my intention to vote against your re-election, Mr. Gold’s re-election, and Mr. Cohn’s re-election.
Shareholders have suffered enough under your reign as Chairman and CEO. I am not going to sit around and wait until the music stops, as your decisions have brought IVFH to the brink of collapse more than once. Step down as Chairman and CEO and let the truly independent board members find someone better suited to run this business. Given your long-term track record, this is clearly in the best interest of all shareholders.
Mr. Pappas’ and Mr. Gramm’s backgrounds as Chairmen and members of other boards of directors and the success those companies have had make them both extremely attractive candidates to take over as Chairman of IVFH if they are willing. I wouldn’t know if they are willing, as you have prohibited me from speaking with the board. Either of them would be more than qualified to take over as Chairman and maybe IVFH shareholders might have something to look forward to for the first time in a very long time.
Sincerely,
/s/ Denver Smith
Denver Smith CFA, MBA
Co-Founder of Carlson Ridge Capital
WOW! I'm excited!!!!!
This is exactly the kind of angry drama we need! He doesn't ask Pappas or Bandara to step down (on a skim anyway) which I'm happy to see because I still have faith in those two! I"m not even sure who this is making the demands. I'm too busy right now.
Somebody explain it to me please and who is this fund?? All I know is they've been buying in the 30s and 20s per disclosure (again, on a skim only so far)
The Most Ridiculous Statement made this week by two people:
The company is not obligated to you or any individual here in anyway
I want to analyze this statement. This looks like it was written by a doormat or for a doormat. By the same token, I am not obligated to you or any company to be a quiet doormat! As a shareholder, and as participant of I-Hub, I can express my dissatisfaction. I can warn others of my concerns. I am not obligated to kiss anyone's royal ass, hoping they fulfill their promises.
I'm not obligated to sit back quietly and pretend I didn't see promises made about going Nasdaq. I could ignore it. But I'm not obligated to ignore it. I could get pissed in silence as NOTHING happens in May. Which was implied to be a big month to me. But I'm not obligated to be pissed in silence.
As long as we are all clear that those that can't go the extra mile, don't expect me to go the extra mile for you either. And don't expect me to be your doormat when you don't live up to your end of the bargain: The bargain is, I buy this stock. And you get it up! I'm not obligated to move on if I don't like it, or accept medicrity in silence.
I would love for Wang Fei to come wine and dine us as he appears to be doing with our "agents" overseas. He's not obligated to do that. Right? I hope he feels a moral duty to produce shareholder wealth here.
Perhaps tomorrow we can have a clear definitoin of boundaries, duties, obligations, expectations, and so forth. ORRR, I have a better idea even. How about we get to WORK and start getting this stock up.
I propose a staggered shareholder reward system: 6 cents a month! That would be a great carrot. And everybody can point to the share price and say, see, that's what investing in YBCN is all about! Riches and glory. I'd prefer us not be boring and have our roles to be complacent doormats. But that's just me. Y'all do what you want. Personally, I want this stock to go up. And personally, I feel like if you say you are going to go Nasdaq in May, you are OBLIGATED to explain yourself when you don't. Since we are talking about ogligations here.
God Damn!!!!
I also unpinned a message. Which was about the company making a false claim to go Nasdaq in May 2022. I think that's actually illegal to make that claim. Ignorance of the law is no excuse. I asked in that post, should it be reported to the SEC? These assume that article on WeChat was indeed written by the company. All things that would have to come out in discovery. That's what investigations are for, and why I posed the question for the SEC. I lvoe the SEC watching my back. I love regulations!
The rule of law! Err, the rule of GOOD laws that is, if Edward is still phantom reading us. Bad laws, of course, should never be followed. Like the law to not harbor Jews under German law in a certain time period. Or some of the things going on in a certain corrupt "jailhouse" with a corrupt "Warden" but that's becuase those watchdogs have no watchdogs watching over them!
My post is still there and can be pulled for review. I love the time-stamped record because everything I say can never be distorted. I'd love to be cross-examined by competent counsel. Please, make my day.
Nothing was changed on the Ibox. I just took it down. But I'll take that as you don't want me to put it back up. Have a a good day. And if you change your mind, let me know, and I'll put it back up just for you.
I never called the company a scam on the Ibox. I listed 7 concerns. One of which was about two false promises. Those facts haven't changed. I don't like people not keeping their word to me (us). Especially without moving the goal posts. They just act like there were no goal posts.
I am not you. What you do is not necessarily what I would do. Do you want me to put it back up? What I would do, since I know myself best, is I would buy MORE at .002. A million more, in fact. Which is what I stated on the record. I turned the lights down a bit for DD's change in attitude, but if you want me to turn the volume up, I can do that too. Just request it and your request shall be granted. I *still* don't believe our price reflects our worth ethic. Our work ethic here SUCKS.
Now, the company did indeed make false promises on WeChat, assuming they are official looking article was indeed written by the company. Lies don't necessarily mean scams. They just mean lies.
Now, in another post, I said I see some parallels with this stock in a Toga Chat stock, and the SEC did shut it down and used language like scam. I provided that link too. I said I *suspect* there could be some scamming going on overseas. I did not say I know this. Huge difference, and I said I would welcome an investigation. I still do. Because some of us around here speak truth 24/7 and have nothing to hide. Do you have anything to hide? There are usually several possible explanations to the same set of facts. Facts must be interpreted in the light of theory. An investigation can lead to discovery, and I'd love to have as much light as possible as I don't care much for trying to feel my way through darkness.
Ask me to put it back up, and I'll gladly put 7 points back up again. I do want the stock to go up. I'm glad that part you understood. I also want the stock at .0002. As I stated before, I'm done waiting patiently. Now I'm waiting IMPATIENTLY. Perhaps you would sell, but I don't. I'm going to watch this movie to its ending. A happy, sad, or bad ending. The good, the bad, or the ugly. How that story ends is comopletely up to this company and how it plays its card. And don't put me in a bad mood either. Right now, I'm in a good mood, but that could change. Consider me bipolar or whatever you want to think, because what you think doesn't matter to me.
Do we want to make money here, or do we want to fight? Because me wating patiently isn't an option. I'm an impatient waiter, officially as of 3 days ago.
As much as I hate to say it, I think I got an explanation from a credible source late last night on why we dropped. I really don't understand the answer, and he is a victim too. It comes from one of the last cc participatnts: Eric Nickerson – Third Century
Source: https://seekingalpha.com/news/3728827-singing-machine-receives-minority-investment-by-stingray#comment-92534271
I hate to be the bearer of bad news, but here it is. This most recent combination reverse split / $4 million capital raise is horrendously dilutive, far beyond what I would have expected. The day before the deal, the stock closes at $5.50. The deal sells 1 million shares at $4.00 per share - an unconscionably huge discount to market. That's bad enough. But the real damage to shareholders like us is the effect of the deal on the exercise price of the (formerly $.30) $9.00 warrants, about 550,000 of them. That exercise price is reduced from $9.00 down to $2.40, in accordance with obscure "anti-dilutive" provisions in the warrant agreement.
This dilution might be acceptable if MICS really needed the $4 million. It didn't. MICS already had $7 million in the bank, and a decent bank deal in place to finance this year's inventory and receivables for the holidays.
This dilution explains why the stock immediately traded down more than 50% the day the deal was done - to far below even the $4 deal price. I've never seen anything like this before, and hope I never do again. The stock may be a bargain at today's $3.50, but there's no doubt we legacy shareholders got ripped off.
I don't understand it, but I appreciate his honesty. He got blindsided too. I personally blame our CFO. He should have either known, or he deceived us. Either way, he should be replaced. But it's a good price here I think. And I see 2.8 million shares, which is a p/s of 1 at little over $15.00 which is a good return at these prices.
Now I wish we didn't go Nasdaq,but the deed was done. I don't blame the reverse split "curse." I blame his explanation, which I don't fully understand. They sucker punched us in the fine print somewhere apparently. I don't know how you can be pre-funded though and still exercise at a different price. The logic doesn't make sense to me and he hasn't elaborated, but he is a credible source to me.
Hopefully he brings it up in the next CC. I'd like to hear them tapdance around it. They have a shareholders presentation tomorrow I think? Asking people to trust them, but I don't think they can be trusted anymore. That being said, I'm long and I see the value. But just watch your back with this team.
I Spoke My Piece
I'm not trying to make them look like anything, DD. They are making themselves look this way. Fix the damn website and give us a presntable face to the public!
I want this stock to go UP. What is Wang Fei doing to get this stock UP???? Where are the PR firms. Where is Investors Relations? Where are the filings that show work? How about a PR that focuses on American shareholders? How about something for us to get excited about?
I'm sick of waiting. I'M SICK OF WAITING!!!!
Is there a big Function going on today?
Can anybody tell if that's Wang Fei singing Karaoke? I really can't tell. It looks like it might be him:
https://www.douyin.com/video/7106463640768761088?modeFrom=userPost&secUid=MS4wLjABAAAAeTIcs0IKWk3dN6rN2Uhh4Al4mWzpVyL4f-hju2VweHU
One thing for certain, many of our agents are posting the same bar scenes. They were posting the same looking hotels rooms too. The overwhelming evidence to me suggests they all took a trip to a particular hotel somewhere and are having a party.
That bodes well with me IFF there is a big conference going on. Something for new recruits perhaps which is WAY OVERDUE. I don't know what they are doing. I see no product. But it's definitely our "agents" at the same Karaoke type bar all staying at some nice hotel. Also posting pictures of what looks like the top of a cruise ship, but could also be the top of a posh hotel. It's hard to say. But they are all together for some function. That's all I can say with confidence. YBCN related? I sure hope so. They are all part of the group, so I'd place my bet it's somehow YBCN related.
I really, really hope they are having a big conference and can post interesting videos of interesing speakers talking about us. It's the only way we can get information over here, and WE DESERVE TO KNOW!!!! And, contrary to what DD thinks, WE DESERVE TO MAKE MONEY and we deserve to be RICH. FireMed deservest to be RICH. BRich desreves to be RICH.
Is everybody getting off their ass and ready to work yet? I'm sick of the lethargic bs around here. I really, really am. I'm ready for this company to start doing some WORK for the shareholders in this forum that have been WAITING AND WAITING AND WAITING for y'all to do something!
Do people get used to abuse?
Do CEO's of public companies always ignore their shareholders? Is this new common place? Who do they work for? Do they work for shareholders, or do we work for them?
What do you mean it's not your obligation to serve shareholders? Are you speaking on Wang Fei's behalf, DD? Are you his corporate representative? Can he come step off his pedestal and talk to us face to face? Maybe tell us what he's doing to get this shell company over 3 cents?
I personally want to make some money here. Do you think I invested here to watch paint dry?
Are you interested in making money, BRich? FireMed? Are y'all working for Chinese investors, or should they be working for us?
Can we go back to what investing is all about? What are your obligations to people that give you money, and why might they be giving you money in the first place? This is a retarded statement if you ask me:
You can't expect any rational thinking person to believe that you think that celebrities only endorse one product or that a shell company has any obligation to attract shareholders.
Then let's not attract any shareholders. I guess I'm here to patiently wait for paint to dry. At least, that's what some people believe that a "rational person" should believe I suppose...
I do indeed know that Wang Fei has controlling interest. But that doesn't mean he's ready to go public. From what I'm observing, he's not ready at all. What has done since he's had this shell? Are we public? Where is the IR dept? The only filings since he had this shell, and correct me if I'm wrong, show high turnover at the board level. Revolving doors of CFO's and board members. What else have we seen in SEC filings so far? Does that look ready to you?
There is nothing wrong with a celebrity endorsing more than one product. I'm just making it known is all. It makes it less special, sadly. It feels insincere is all.
A shell company does not have an obligation to attract shareholders. Agreed. As an investor in a shell company, I have a right to express my opinions of dissatisfaction on public boards whose purpose is to educate and discuss such matters with other investors. Agreed? Good! I think he could do more, and my patience is wearing thin, and I don't see that he was ready to go public. I see no evidence of preparedness, and I'd like to see him do something to create value here. Perhaps that's not his obligation, but it should be! It should be every CEO's obligation in my opinion.
I have not mislead about anything. Were these examples of misleading, because I just falsified every claim if so. What exactly am I saying that's misleading? Prove me wrong! Did we go Nasdaq last May and I'm somehow not seeing it?
What is my goal? State my goal on the record if it's so obvious.
What alleged favor am I supposed to call in from Edward?
As for NROM, that's a mutually exclusive to the events here. That has no bearing here. I'm also on the record at Seeking Alpha as buying more shares of NROM in the '20s. I've been frustrated with the nepotism at NROM for years. And I've been voicing them, as I'm doing here. I have different frustrations here.
I'm also on the record over there as saying I hope NROM goes to 10 cents so I can buy enough shares to fire the CEO and take majority control of the company. Just as I'm on the record here as saying I'd like to pay .002 for this company for its incompetence. ARe there any takers for my offer? Is it okay for me to make a public offering? Rather than just a limit GTC order, I can do both. Right?
OPEN HOUSE for OPEN LETTER
There is another option. Rather than wait patiently, I can wait impatiently. That is a valid option, right? I've been waiting a LOOONG TIME. So has BRich and FireMed. I'm sure they are ready to be paid. So am I. I've been looking at .03 for so long, that I'm starting see blurry. Is it too much to ask Mr. Wang to pick up the pace? I'd like to see a $3.00 stock. I'd settle for .30.
Why don't we put an OPEN LETTER TO YBCN together as we wait. We have months and months to work on it, edit, and so forth . We can work as we wait.. And you can get on the right team with team American shareholders. And help me put this letter together, DD. I'm going to brainstorm a few ideas here since there are no good videos to watch anymore (assuming a bad gag order in place) since we have nothing else to do but wait *IMPATIENTLY*.
We all agree we want the stock to shoot to the moon, right? GOOD! Consensus opinion. That's a start. Although, for the record, since I'm waiting impatiently, I'd prefer a stock price of .002 that more properly reflects my impatient wait and unknown discount value to infinite time horizons... Because a trip from .002 to .032, which is where are now, would be like a trip from .032 to $3. Right? I mean, aren't we priced high for a stock that talks but doesn't walk?
Nevertheless, how does this sound as a start:
DEAR WANG FEI,
We shareholders are sick and tired of waiting for you to do something. A few months ago, an article for YBCN said this company would be up-listing to Nasdaq in May 2022. At least, that's how the WeChat interpreted the Chinese language for us. In May, all we got were the sound of crickets. In fact, I have a recording of the month of May right here:
Although, maybe DD is a Chinese citizen that is used to squahing dissenting opinions. I dont know. That's a possible theory. Or, he doesn't understand libel laws at all. Or, he is very aware and just wants to intimidate. So many possibities.
I have a much better idea for his time. IFFF he has connections to Wang Fei, and I dont know if he does, that's why the big IFF: IFF he has connections, perhaps his energy could be better spent telling him to do something productive for shareholders here rather than trying to intimidate me for warning buyers of my valid concerns.
Does any buyer here resent my efforts of shooting straight with them? If so, could you explain why on the record? Can you alleviate some of my concernes with facts and logic? Any would-be buyers? Hello???
There is no crime to voice valid concerns. Everything there is documented for the SEC to look at it. I'm not the one making false promises to shareholders. Or false claims, like being listed when they aren't, or going Nasdaq in May of 2022 when they didn't.
I'm very well aware libel laws, which the SEC wouldn't be conccerned about, and which you seem to be uninformed on. And when it comes to public companies and public figures, the laws are always balanced with the public's right to know. And truth is always an absolute defense, and everything is presented as a belief that should be investigated. Don't try to intimidate in areas you either know nothing about or just want to bluff. I've been doing this far longer than you can imagine.
Shareholders have absolutely every right to be warned, and I have every right to warn them. If the company would like to alleviate some of my concerns, like fixing a website, releasing PR's, actually showing a work in progres, then I could start to dwindle those concerns down.
When an article that appears to be from the company on WECHAT about going Nasdaq, then skepticism is warranted. What are their motives for saying that? To lure investors in it seems. Chinese investors. You think the SEC is going to be looking at me or you? They are going to be looking at you! Don't get cocky with me. Turn your anger where it belongs, which is on this company that can't get anything done and isn't keeping its word. Or I should say comopany that's TRYING to come through this shell, yet claiming to already be listed. These are just FACTS.
Do you want to tell Wang Fei to get to work or do you want to keep foaming at the mouth?
These are irrefutable facts:
1. High turnover within first 5 months of the year as documented in the filings.
FACT. SEC's own filings.
2. Documented promises of going NASDAQ in May of 2022. The company is just a shell company and did not address the discrepancy. Also posted here for propserity.
FACT. Links to source. May of 2022 was last month.
3. Observable work from this vantage point has come to a halt.
FACT. From this vantage point, I see no work. Can you falsify this claim? Are you inside my head?
4. Proper steps are not being taken for the best interests of American investors from this author's position.
FACT: This is indeed my position. That's why it says "from this author's position."
5. Company website of the alleged company documented as attempting to come through per OTC filings has many broken links not being addressed. Investors' Relations section does not work. The ENTIRE company website seems to have been neglected for several months from this author's vantage point.
FACT: Do you see anything in the IR section? Has anything changed for several months? Can you point to where, if so?
6. Company spokesman is plastered on banners overseas as endorsing the company. Suspiciously absent from the narrative is that the same actor endorses MANY different brands.
FACT. I just presented 5 links which show him endorsing other companyes. Do you want me to post more? Was that not enough to establish fact?
7. Chinese citizens whom this author assumes are "investors" used to post here frequently. Suspiciously quiet lately as if a gag order was issued. Enthusiasm seems to have waned from this author's interpretation of their behavior or lack thereof.
FACT: This is my interpretation. Do you have proof that this is not my interpretation. Are you inside my head? Can a reasonablly prudent person look at these videos and declare that this can't be my interpretation?
So I clicked on LATEST NEWS on our Website to see what would happen. Kinda like Pavlov's dog experiment in reverse. Press button and nothing happens.
http://www.ybcjy.cn/en/col.jsp?id=109
Could we be anymore boring? This reminds me of that show that used to come on after midnight in the 70's. It was just a THIS IS A TEST screen. The only difference is that one came with an annoying sound.
I think white noise static is more interesting. One could imagine that it's a secret code from aliens. Gee, that's really a great message we are sending out for our retail ambitions. I wonder what Budweiser's Website looks like..
https://us.budweiser.com/
OH MY GOD! That was so professional, I fell out of my seat. Looking at Wang Fei's work makes you appreciate the finer things in life. Pardon me if I go persuse the Budweiser site for a bit and play around there to get some brain stimulation and ponder the thought: What if somebody like this came through? Don't we deserve better? I like how they have a buy NFT tab. In fact, I like how all their tabs actually work!
That's a beautiful bottle. Does Wang Fei know how to hire a beautiful PR firm, make beautiful commercials, and make beautiful brochures for American shareholders to peruse?
My theories seem to be getting confirmation:
1. No matter what I (we) say here, it has no affect on the stock whatsoever. Which ties into theory 2.
2. Only 4 people on this board. What we say doesn't matter.
But let the record reflect, everything I said is my true sentiment. I want a different company. The show is horrible. One day, a flux of new investors will come I think. And they'll be looking for informatin. And they will find this, and they will find my concerns.
I hope Wang Fei gets the message and gets his house in order before they come. OR, best option: Go the Shanghai Exchange and let us have a company come through that's ready to go public!
IN FACT, let's get a company that is ALREADY READY to go public. Instead of waiting for them to get ready. How about a company that's already ready? That's a great idea!!!!!
One that already has an IR dept, and one that already has a complete working website! I want to tour the plant too! We don't need YBCN. The deal isn't final. I say REJECT THEM. We can do better! I want to start over! Let's get somebody else!
How about we sell this shell to somebody that works?
I vote for a complete mgmt. and business change. Sell this shell, Wang Fei, to somebody that can produce.
How about a bank or an energy company? Somebody that can produce. In fact, a private and profitable company that is already producing with a visible energy plant. Like, something very exciting!!!! How about a Chinese electric car company? Anything!
Let's start over from scratch and fire this entire team. That's what I would do if I were in charge here. Start over with a clean slate. Hire an executive that can fix problems but doesn't fix blame.
Whatever you paid to get in, sell it to somebody for the same price and get yoru money back. There are plenty of people in this world that can create shareholder value. That's who I want working for me. I want a quality company with a quality work ethic. I'm very disappointed with what I got stuck with here.
That's all true. As I predicted, Fireman and BRicih do indeed have diamond hands. Commendable. I want to see them make profit. I also said the following in that email exchange, which is filtered out the way our spokesman's other ventures are filtered out:
There is no way they'll go Nasdaq in my eyes. They can dream as big as they want though. I'm sure they are talking about.
I'm very confident they are conflating the terminology. Just like TOGL did with their Nasdaq opening bell ceremony. I'm sure they are talking about this Nasdaq marquee:
www.youtube.com/watch?v=D1TxTJt8lbs
They'll make a big to-do about it. At that time, they will probably have official stock promoters. Not time for that. When they get listed on the OTC, they will be on this marquee. They'll make a bigger deal out of it than it really is. To literally be ont he Nasdaq, that would take years. Ir requires a lot more than just price. They probably will do a reverse split far down the lines in preparation to uplist to the real Nasdaq, but it's just all motions. They can dream as big as they like. I'll be gone before then. But best wishes tot hem if they can do.
Which coroborates what I just said. I don't believe they will go Nasdaq. They are welcome to prove me wrong. What they did, however, is dissappoint. They didn't even stand in front of a sign and do a dance, which I state on the record a few days ago. No PR, just empty promises. Basically, sitting on their ass...
So, I think I want to buy at .002, which I also stated on the record. I do want cheaper shares as I don't think this share price reflects our work ethic. It's too high. And there is a very real possibility the SEC will shut them down if my *theory* is correct. Especially as I notify them since Wang Fei can't get his act together.
I think investors should be warned of alternative viewpoints. And ask themselves to take a look at these 7 points, see full disclosure, and decide if the stock is worth .04 or would it be better priced at .0004? If they actually went Nasdaq, which I don't believe they would since evidence is lacking and they aren't acting like a polished operation, then the stock should be priced much higher.
Wang Fei has been a huge dissappointment, and I believe that's why the chatter has subsided considerably and our quality of work has gone into the crapper from what I believe are our "investors."
I'm always about truth, which is why I'm always consistent. I don't have any faith in this company's claims. I think it's all a farce. They are welcome to produce evidence to show me otherwise. Untilt hen, I remain a skeptic and assume the worst in people. I'm a cynic.
If they expected me to wait patiently for a return with such risks, they thought wrong. My patience has come to an end with this team. And I get the feeling it's wearing thin with our "agents" as refelcted in their lack of enthusiasm lately, from my perspective.
CHANGE MY PERSPECTIVE. Quit giving lip service and start this show! Get this show on the road!
Here is another message I request to be delivered to our fearless leader Wang Fei:
WHAT ARE YOU DOING? WHAT ARE YOU DOING?
WHAT ARE YOU DOING!!!!!! GET OFF YOUR ASSS AND WORK!!!!!!!!!!
The longer he jacks around, the more I lean towards my more cynic view as being the correct view. Prove me wrong!
.026 is better but .0026 is best. 1/10 the price would be reflective of the Wang Fei's incompetence this year.
I feel like your money, Brich and Fireman, deserve a lot better. I'm sorry these assholes can't shoot straight. I'd like to see .0002 and start over with someone that can work. I don't believe Chinese investors should be playing around on our stock exchange and think that we don't deserve compensation. They want to take, but they don't' want to give.
I assume they want us to empty our bank accounts for them for broken websites, Karaoke songs, no PRs, broken promises, and just general jacking around. I always come back to this video in my head:
This is Wang Fei. Sitting on his ass. Personally, I would have shot him. And called it a casualty of war. Not so friendly fire. But that's just me. I guess that wouldn't make a good story, but I don't like stories too much. I want results.
My PF Warrant Theory.
This is the simplest explanation I've been able to find on Prepaid or prefunded warrants:
https://thebusinessprofessor.com/en_US/investments-trading-financial-markets/prepaid-warrant-definition
So basically, I think I finally undestand the "penny warrant" part of the original legalese. And some finance major, please step in and tell where I go wrong, IFF I do.
1. The warrants were issued at .30ish which were more expensive than the common at the time prior to the reverse split.
2. The company got its money up front. Just like the capital raise we just experienced. Pre-funded works the same way. Basically buying shares up front. But it's done that way by large holders of stock to avoid legal threshold limits. Becacuse unexercised warrants are not voteable shares, can't receive dividends, if any, and can expire worthless like a real warrant.
3. The penny warrant attachment is how they exercise them. An additional penny. It's a mere formality. They already paid 99% of the money up front. The "penny warrant" part of the legalese isn't new warrants. It's their cost to exercise each share which they already already paid for each share. You could think of it as a transaction cost. Like holding a period to stay under legal threshold limits.
4. With MICS, their PF warrants share count went through the reverse split. The .30 price did not. That part I don't understand on the filings. That needs explanation to me.
5. Now it seems by the preponderance of the evidence that they were exercised. What changed? My theory, and I haven't done the math and don't know which parties exactly used this loophole -- but my theory is that the dilution of the secondary changed the math. So that they could now own the shares above their previious legal threshold lmit without incurring new legal responsibilities that would occur as a significant owner.
6. I suspect they didn't anticipate a falling price. I don't see how they gained financially. They still paid more out of pocket than the total shares acquired. Because the OS of their PF warrants did adjust for the reverse split. So, they pay a penny for each one. Or why not 30 cents? Wait, I think I just answered my own question. The PENNY WARRANT would be 30 cents in the reverse split. It cost them .30 cents to per share to exercise. Which I assume also into our cash coffer. Along with the other 99% of that cost we already received (prepaid)
7. LIGHT BULB MOMENT. I think I solved my enigma. They paid a net cost HIGHER than the pre-split amount, which is even higher than this post-split amount. They just know they are in for the long haul, and took their voting rights and this was their plan all along. And take all the confusion out. Because of the secondary (dilution) they can own the shares without the additional legal responsilities.
I answered my question I think. That doesn't necessarily explain why our share drops more shares than the entire OS being traded several times over -- obviously a float changing hands between traders. A game of ping pong it seems . But, I think get it.... It's kinda easy to understand, actually...
I think what was also throwing me off is that I kept seeing a .30 price that did not seem to reverse split with the share count. Yet, it was a 30 for 1 reverse split. So the "penny warrant" attached became a 30-cent warrant, which just by coincidence was the same price as the original prefunded warrant, to my memory. So it created the illusion of no change.
They are NOT shorting. It's just damn confusing is all. Because they already paid more. A lot more. This is additional capital. But not additional dilution. The PF warrants won't expire worthless now. So, yes, they should have been included i the fully dilluted count, which is now the offical OS.
All existing warrants at $10.50 remaining are all clearly anti-dilutive to me. Even these PF warrants were too, in reality. They just wren't being properly understood by me as common shares. In reality, they were common shares. Yes, in theory they could expire worthless, but that would be ompletely illogical to do.
PF Warrant Enigma
So in this post, I went with 2.7 million shares on the OS, but then corrected it to 2.2 million because of their own filling. I said on the record here:
That woudl be 2.7 on the high side. I'll fix that. I don't understand that, but I'll include it to err on the side. I wish a Finance major could explain those pre-funded warrants in very simple English and why they aren't already included in the OS. Why would they be eternally accounted for separately???
So now they are included but weren't last week? WTF do I not understand about these annoying PF warrants. Is there a finance major in the house?
So they got exercised apparently in the last week or so. The exact number of PF's now make up the difference in our current OS going by memory. But if they were pre-funded, the company could not have received cash for them. They already had the cash, right? I really don't get it... Then why weren't they exercised to begin with?