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From F-23 on the 10K
On November 16, 2020, Meso Numismatics Inc. and Lans Holdings Inc. confirmed that an option has been granted to Lans Holdings Inc. to increase the Series CC Convertible Preferred Stock from 1,000 to 8,000,000 shares.
From OTC Markets site:
Authorized Shares
900,000,000
12/20/2019
Outstanding Shares
562,529,420
12/20/2019
STOP!
Proceed with caution.
Follow the link:
https://www.otcmarkets.com/stock/OPTI/security
9/5/19
A/S 400,000,000
OS 14,718,712
12/13/19
A/S 900,000,000
O/S 500,174,744
Dear Shareholders,
It has come to management’s attention that there is a level of misunderstanding amongst some of its shareholders over the current status of the transaction that occurred with MSSV as it relates to its shareholders.
As well some shareholders have expressed concern that management elected to have Lans hold onto the preferred shares series CC rather than having shareholders receive them instead.
In light of this, management will be holding a shareholder’s vote on the matter.
Shareholders will be asked to vote on whether they desire to exchange their Lans Holdings shares for MSSV preferred shares series CC currently held by Lans or whether they prefer the status quo.
In the event that shareholders decide to exchange their shares for series CC preferred shares of MSSV, then MSSV has agreed to file a registration statement to register these shares. The shareholder vote date will be announced by early next week.
It has also come to management’s attention that certain individuals have been actively expressing concern in a less than constructive way.
Management is working in the best interest of shareholders on this matter and appreciates shareholders patience through this process. Shareholders can email the company at investors@lans.holdings with any questions.
December 12, 2019
777 Brickell Avenue, Suite 500 | Miami, Florida 33131 | United States of America
News from lans
Dear Shareholders,
It has come to management’s attention that there is a level of misunderstanding amongst some of its shareholders over the current status of the transaction that occurred with MSSV as it relates to its shareholders.
As well some shareholders have expressed concern that management elected to have Lans hold onto the preferred shares series CC rather than having shareholders receive them instead.
In light of this, management will be holding a shareholder’s vote on the matter.
Shareholders will be asked to vote on whether they desire to exchange their Lans Holdings shares for MSSV preferred shares series CC currently held by Lans or whether they prefer the status quo.
In the event that shareholders decide to exchange their shares for series CC preferred shares of MSSV, then MSSV has agreed to file a registration statement to register these shares. The shareholder vote date will be announced by early next week.
It has also come to management’s attention that certain individuals have been actively expressing concern in a less than constructive way.
Management is working in the best interest of shareholders on this matter and appreciates shareholders patience through this process. Shareholders can email the company at investors@lans.holdings with any questions.
December 12, 2019
777 Brickell Avenue, Suite 500 | Miami, Florida 33131 | United States of America
Sent as well...
Sent as well...
What you just posted is not true according to the clarification that is posted on the Lans website, the LAHO shareholders get nothing unless Lans management decides to give them something after they decide to convert the MSSV shares to common shares, see below:
Clarification of Transaction With Meso Numismatics Inc.
As part of the overall transaction between Lans Holdings Inc. (Lans) and Meso Numismatics Inc. (MSSV)
1. MSSV assumed Lans Debt
2. MSSV assumed the LOI with Global Stem Cells Group
3. Lans received 1,000 series CC redeemable preferred shares of MSSV whereby the 1,000
shares together are convertible into a number of common shares of MSSV equal to the total number of shares outstanding of MSSV at time of conversion multiplied by 0.8, see equation below:
CC: 1,000 MSSV series CC preferred shares
SO: Total common shares outstanding of MSSV at time of CC conversion CS: Number of common shares of MSSV issued from CC conversion
CS = SO x 0.8
Management’s intent is for Lans Holdings to retain the series CC preferred shares and not to immediately convert them into MSSV common shares at this point in time in order for Lans and therefore its shareholders to benefit from any potential future appreciation of MSSV. It is management’s opinion that MSSV, through the acquisition of Global Stem Cells Group, has the potential to create significant value for Lans and its shareholders via the series CC preferred shares stake of MSSV held by Lans. In the event that MSSV gains in value, then that value should be translated onto the preferred series CC shares held by Lans and therefore to Lans and its shareholders as well. At a future date for example, when management deems it appropriate to convert the series CC preferred shares into common shares of MSSV, management may sell these common shares for cash in order to fund Lans operations or distribute these common shares to Lans shareholders, again depending on what management believes would create the most value for Lans and its shareholders. In the event for example where management decided to sell the MSSV common shares to fund Lans operations, then management would seek to apply for a relisting of Lans shares. Management will base its decision on what would bring the most value to the company and therefore its shareholders. Management may redeem a portion of the series CC preferred shares at an earlier date for cash to be used by Lans for working capital as it works to create value for the company and its shareholders.
Management believes that this transaction with MSSV should prove to be beneficial for Lans and its shareholders over time and is confident in the potential value that Global Stem Cells Group (GSCG) could bring. Management believes that GSCG is very well positioned with its numerous offices all over the world to benefit from the significant growth of the worldwide Stem cell industry. In management’s opinion, GSCG has done a good job of aligning itself with reputable medical professionals around the world and has a unique approach to growth and expansion in the industry using its subsidiaries that provide education, certification, equipment, reagents and branding to clinics and medical offices all over the world who desire to enter into the vast and growing stem cell and regenerative medicine industry.
Please refer to this section of Lans website for any further communications that may be posted from time to time by the company.
777 Brickell Avenue, Suite 500 Miami, Florida 33131 | contact@lans.holdings
They also don't have posted the PR about the RM with MSSV, but still have the PR for the LAHO RM.
Someone just bought 100 shares at $0.04!
the fee was more than the cost of the shares...
I just reread the clarification on Lans Holdings website and now it makes sense to me.
Facts:
- Lans will get 1,000 series CC redeemable preferred shares.
- Those shares have nothing to do directly with your current LAHO shares, they are owned by Lans Holdings.
Possible outcomes for those shares at anytime in the future:
- Sell the common shares for cash in order to fund Lans operations
- Distribute these common shares to Lans shareholders (Probably based on the number of LAHO shares you own)
- There are other outcomes but these two are addressed in the clarification
When Lans management decides, for the benefit of the company and its shareholders, to convert those preferred shares into common shares here are two possible scenarios, using the conversion formula below:
Convert as soon as the deal is completed
SO: 6,945,655 (as of 12/06/19 per OTC Markets
6,945,655 x .8 = 5,556,524
That would equal about $344,504.49 based on Friday's close of 0.062
Convert some time in the future, maybe MSSV spikes to its 52 week high of .1485
Assuming SO remains at 6.9M
That would equal about $825,143.81.
Spike to $1
The would equal $5,556,524.
You could do the math from here...
What's in it for us, the LAHO stockholders?
In my opinion, I would prefer that Lans converts the preferred shares into MSSV common shares and distributes them to their shareholders as opposed to trying to take Lans public again is a bridge too far in my opinion - even if it managed to go public we'd be back to .0001 per share IMO.
Carrot on the stick statement:
It is management’s opinion that MSSV, through the acquisition of Global Stem Cells Group, has the potential to create significant value for Lans and its shareholders via the series CC preferred shares stake of MSSV held by Lans. In the event that MSSV gains in value, then that value should be translated onto the preferred series CC shares held by Lans and therefore to Lans and its shareholders as well.
WHAT TO TO?
I still haven't decided what I plan on doing, but as I see it trashing MSSV won't help us. Our shares are worthless right now and will remain that way unless Lans management decides to convert and distribute those shares to its shareholders and they probably won't do that if MSSV remains as is.
On the flip side, I would hate to take part in the potential MSSV pump and dump.
I wish I could trust Lans management, maybe if they came out with further clarification as to why they couldn't relist their shares and explained their rationale for going in this direction that would make it easier for us to make a decision.
---------------------------------------------------------------------------------
Clarification of Transaction With Meso Numismatics Inc.
As part of the overall transaction between Lans Holdings Inc. (Lans) and Meso Numismatics Inc. (MSSV)
1. MSSV assumed Lans Debt
2. MSSV assumed the LOI with Global Stem Cells Group
3. Lans received 1,000 series CC redeemable preferred shares of MSSV whereby the 1,000
shares together are convertible into a number of common shares of MSSV equal to the total number of shares outstanding of MSSV at time of conversion multiplied by 0.8, see equation below:
CC: 1,000 MSSV series CC preferred shares
SO: Total common shares outstanding of MSSV at time of CC conversion
CS: Number of common shares of MSSV issued from CC conversion
CS = SO x 0.8
Management’s intent is for Lans Holdings to retain the series CC preferred shares and not to immediately convert them into MSSV common shares at this point in time in order for Lans and therefore its shareholders to benefit from any potential future appreciation of MSSV. It is management’s opinion that MSSV, through the acquisition of Global Stem Cells Group, has the potential to create significant value for Lans and its shareholders via the series CC preferred shares stake of MSSV held by Lans. In the event that MSSV gains in value, then that value should be translated onto the preferred series CC shares held by Lans and therefore to Lans and its shareholders as well. At a future date for example, when management deems it appropriate to convert the series CC preferred shares into common shares of MSSV, management may sell these common shares for cash in order to fund Lans operations or distribute these common shares to Lans shareholders, again depending on what management believes would create the most value for Lans and its shareholders. In the event for example where management decided to sell the MSSV common shares to fund Lans operations, then management would seek to apply for a relisting of Lans shares. Management will base its decision on what would bring the most value to the company and therefore its shareholders. Management may redeem a portion of the series CC preferred shares at an earlier date for cash to be used by Lans for working capital as it works to create value for the company and its shareholders.
Management believes that this transaction with MSSV should prove to be beneficial for Lans and its shareholders over time and is confident in the potential value that Global Stem Cells Group (GSCG) could bring. Management believes that GSCG is very well positioned with its numerous offices all over the world to benefit from the significant growth of the worldwide Stem cell industry. In management’s opinion, GSCG has done a good job of aligning itself with reputable medical professionals around the world and has a unique approach to growth and expansion in the industry using its subsidiaries that provide education, certification, equipment, reagents and branding to clinics and medical offices all over the world who desire to enter into the vast and growing stem cell and regenerative medicine industry.
Please refer to this section of Lans website for any further communications that may be posted from time to time by the company.
To current and potential MSSV stockholders:
Disclosure: I hold almost 7,000,000 shares of LAHO and I wish I knew then what I know now about LAHO, I admit the the players warning you now warned me then but I just saw dollar signs now I have less money now than I had in August...
MSSV, in their Financial filing for the first half of 2019, posted and operating income of -$347,000 and net income of -$1,694,000 according to the OTCMarkets, link below.
In the MSSV 8k November 27, 2019 filing they agreed to assume the LAHO LOI with GSCG and in kind consideration they give Benito Novas 1,000,000 shares of Series AA, 8,974 of Series DD and pay him $225,000 cash.
They will also pay LAHO's debt, in annex C below, which totaled more than $900,000 and issue them 1,000 shares of Series CC Convertible Preferred Stock.
Other shares and monies were identified but the above is key here.
HOW DO YOU THINK MSSV WILL BE ABLE TO ACCOMPLISH THIS FINANCIAL FEAT? THEY NEED WELL OVER $1,000,000!!!
I KNOW HOW THEY CAN DO IT, THEY COULD DUMP THEIR BILLIONS OF SHARES AND RAISE THAT AND HAVE ENOUGH TO KEEP THE PARTY GOING - AFTER ALL, LAHO JUST DID IT!
Link: https://www.otcmarkets.com/stock/MSSV/financials
Note: numbers in Thousands
Filing Date: 6/30/2019
Revenues
Total Revenue 42
Cost of Revenue 11
Gross Profit 30
Operating Expenses
Research and Development -
Sales, General and Admin 153
Non-Recurring Items -
Other 224
Total Expenses 378
Operating Income (347)
Income from Continuing Operations
Additional Income / Expense Items (806)
Earnings Before Interest and Taxes (347)
Interest Expense (540)
Earnings Before Tax (1,694)
Income Tax -
Minority Interest -
Equity Earnings -
Net Income Cont. Operations (1,694)
Non-Recurring Events
Discontinued Operations -
Extraordinary Operations -
Effect of Accounting Changes -
Net Income (1,694)
Key Financial Ratios
Earnings Per Share -0.42
Price/Earnings -
Gross Margin 0.7236
Operating Margin -8.1658
THIS IF FOR GSCG
I. BN shall receive:
a. 1,000,000 (one million) shares of Series AA (as defined in Section 10 herein below); and
b. 8,974 (eight thousand nine hundred and seventy four) shares of Series DD (as defined in Section 10
herein below).
c. Pubco shall deliver the Payment Shares to BN upon execution of the Definitive Agreement or at such other date as shall be specified by the Parties;
d. In addition, Pubco shall pay an amount equal to $225,000 USD (two hundred and twenty-five thousand dollars US) (“Payment”) to GSCG which may be paid in multiple tranches with the total Payment amount being paid in full at the latest upon execution of the Definitive Agreement or at such other date as shall be specified by the Parties;
-------------------------------------------------------------------
THIS IS FOR LAHO
I. Assume, undertake and agree to hereafter pay, perform and discharge in accordance with their terms any and all of the liabilities, obligations and commitments pursuant to the New LOI;
II. Assume, and undertake and agree to hereafter pay, perform and discharge in accordance with their terms any and all of the liabilities, obligations and commitments of Assignor relating to certain debt appearing on Assignor’s books, the whole as enumerated and set forth in Annex C attached herein (the “Assigned Debt”); and
III. Issue to Assignor 1,000 shares of its Series CC Convertible Preferred Stock (“Preferred Shares”). Such Preferred Shares shall bear the preferences as set out herewith in Annex D. Such Preferred Shares when issued, shall be validly issued, fully paid and non-assessable, and free from all liens, claims and encumbrances with respect to the issue thereof and shall bear a restrictive legend if and as required pursuant to applicable securities law.
ANNEX C
Issue Date of Convertible Debenture Maturity Date Interest Rate Principal Amount at Issuance
December 12, 2016 (a) (1)(3) December 12, 2017 10 % $ 85,000
December 15, 2016 (b) (1)(3) September 15, 2017 12 % $ 85,000
June 15, 2018 (c) (1)(2) June 15, 2021 15 % $ 67,565
June 15, 2018 (d) (1)(2) June 15, 2021 15 % $ 18,460
June 15, 2018 (e) (1)(2) June 15, 2021 15 % $ 72,356
June 15, 2018 (f) (1)(2) June 15, 2021 15 % $ 12,561
June 15, 2018 (g) (1)(2) June 15, 2021 15 % $ 107,887
June 15, 2018 (h) (1)(2) June 15, 2021 15 % $ 219,168
June 15, 2018(i) (1)(2) June 15, 2021 15 % $ 25,000
June 15, 2018(j) (1)(2) June 15, 2021 15 % $ 17,708
June 15, 2018 (k) (1)(2) June 15, 2021 15 % $ 4,496
May 16, 2019 (l) (1)(3) May 16, 2020 15 % $ 18,000
June 28, 2019 (m) (1)(3) June 28, 2020 15 % $ 90,000
July 15, 2019 (n) (1)(3) July 15, 2020 15 % $ 19,000
August 2, 2019 (o) (1)(3) August 2, 2020 15 % $ 28,000
September 17, 2019 (p) (1)(3) September 17, 2020 15 % $ 32,000
I'm not sure they released the clarification on their own, I sent all companies involved several emails last week that requested clarification of the status of the LAHO shares and in those emails I included snippets of comments of what is being discussed here and told them if they don't respond MSSV stock will never go up and can possibly drop once the MSSV shareholder find out more of what happened to LAHO.
Up until the clarification I was giving LAHO the benefit of the doubt, after that "clarification" it is clear what is going on. They basically told LAHO shareholders that if you invest in MSSV (pump and dump) LAHO might reward the common shareholders. This is completely different that what was announced in the press release below where it states "MSSV WILL take on Lans debt and will give Lans redeemable preferred shares that convert into a number of common shares of MSSV equal to outstanding shares times 0.8."
Lans Holdings enters into Strategic transaction with Meso Numismatics Inc. (MSSV)
Boca Raton, FL - November 29, 2019 - InvestorsHub NewsWire - Lans Holdings Inc. has determined that continuing on its pre discussed path as per its September 20th, 2019 press release is no longer feasible and therefore has pursued the most viable alternate solution to enter into a transaction with Meso Numismatics (MSSV:OTC). As part of the transaction, Lans will transfer over its LOI with Global Stem Cells Group to MSSV and in exchange, MSSV will take on Lans debt and will give Lans redeemable preferred shares that convert into a number of common shares of MSSV equal to outstanding shares times 0.8. Please read this in conjunction with the 8K's filed with the SEC by MSSV on November 27th, 2019.
David Christensen has resigned his positions with Lans and has taken on the roles of President and Director of MSSV. Trevor Allen shall be assuming the role of CEO of Lans.
Working for me on my phone
I’m using my phone to do research, I can’t wait until I get to my laptop and start putting all of the pieces together.
Great find!
Interesting information about GSCG
http://search.sunbiz.org/Inquiry/corporationsearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=GLOBALSTEMCELLSGROUP%20P130000360850&aggregateId=domp-p13000036085-ec2ccdb8-c202-4dec-b0d7-d1532b4544e2&searchTerm=Global%20stem%20&listNameOrder=GLOBALSTEMACADEMY%20N160000070030
For the link and read the BS, I mean PRs
https://www.bloomberg.com/profile/company/LAHO:US
I didn’t know that they made and sold fishing nets!
$LAHO next to get halted? over 2 years delinquent on this one. hmmmm careful here guys
— Traderlife (@Traderlife_) August 27, 2019
Follow link and read what AskEater wrote
$LAHO next to get halted? over 2 years delinquent on this one. hmmmm careful here guys
— Traderlife (@Traderlife_) August 27, 2019
Here’s what I got
Source: whois.arin.netIP
Address: 74.217.87.192
Name: PNAP-SJE-01-2008
Handle: NET-74-217-0-0-1
Registration Date: 1/22/08
Range: 74.217.0.0-74.217.255.255
Org: Internap CorporationOrg Handle: IC-1425
Address: 250 Williams Street
Suite E100
City: AtlantaState/Province: GAPostal Code: 30303
Country: United States
I’m working on documenting the GSCG/LAHO/MSSV scam and plan on filing a complaint to the SEC very soon.
I encourage others to do the same.
Can anyone get to the Lans Holdings Inc website? I can't but it could be my internet connection.
www.lansholdings.com