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Looks like the R/S of 1 for 1200 just got announced!
(Board could go as low as 1 for 700 )
That's a lot higher than was previously announced!
From 8k
exhibit 10.1
Immediately following the Closing, the Board of Directors and a majority of the Shareholders of the Parent shall take action on written consent: (A) approving the reverse split of the capital stock of the Company in an amount for 1:1 to 1:1,000 as shall be determined by the Board of Directors of Parent; (B) changing of name of the Parent to Red Cat Propware Holdings, Inc. or similar name as determined by the Board of Directors of Parent; and (C) adopting the Amended and Restated Articles of Incorporation of the Parent.
https://www.sec.gov/Archives/edgar/data/748268/000155479519000143/tfvr0515form8kexh10_1.htm
Also ... In the 8k is this :
The new Series A Preferred Stock will convert AUTOMATICALLY to common stock upon the effectiveness of ANY FUTURE STOCK SPLIT of our common stock. In total, the common stock and Series A Preferred Stock issued under the SEA will constitute approximately 83.33% of our issued an outstanding share capital on a fully-diluted basis.
https://www.sec.gov/Archives/edgar/data/748268/000155479519000143/tfvr0515form8k.htm
That means the 2,169,068 Series A Preferred will convert to common soon!
The conversation ratio of 10,000 common for 1 share of Series A would mean that 21,690,680,000 commons are entering the O/S very very soon!
Not to mention:
Following the closing of the SEA and related transactions, we have approximately 471,460,470 shares of common stock issued and outstanding.
All common & preferred stock & warrants on a fully diluted bases
Is 26,991,967,833
The former CEO, Jonathan Read even scored big, he received 500 million shares of common stock in exchange for $35,000 of past due compensation. That's a cost basis of only .00007 per share!
Here are the numbers:
Series A Preferred convert to - 21,690,680,000
Current O/S is 471,460,470
Added together = 22,162,140,470
THEN divides by 1200 after split
Good luck
This Thing is a Beast!
26 million dollar market cap for a company with only 4 thousand dollars in the bank & 2.5 million dollars in liabilities??
Better take profits tomorrow before the big dump !
RSI is Smoking Hot @ 95.7
Due for a correction!
What's the odds for 8 straight green days in a row?
Congrats on everyone's profits
GLTY
The problem is not to many peeps want to buy in right now , with a huge R/S being announced any day.
Day traders could cause a temporary pop , but most will just sell it back down. imo
GLTY
Found a better link
Scroll down to item 4
https://www.sec.gov/Archives/edgar/data/1506814/000139160917000161/sc13g_hovendick062317.htm
Caywood Joseph Darold might still own a lot as well.
https://www.sec.gov/Archives/edgar/data/1365165/000139160913000122/xslF345X02/form3.xml
Looks like Mr. Hovendick holds preferred stock as well as common shares.
This excerpt is from a filing on August 22, 2017:
7) Controlling shareholder of the Company. Includes 10,000,000 shares of Series B Preferred Stock which are convertible into a total of 100,000,000 shares of common stock. Excludes 1,000 shares of Series A Preferred Stock held by Mr. Hovendick which have super-voting rights of 4 times the aggregate votes of all other classes of capital stock of the Company, and may vote with holders of the Company’s common stock on all matters which common stockholders may vote, but have no conversion, dividend, and liquidation rights. If the votes of the Series A and Series B Preferred Stock were taken into account, Mr. Hovendick would beneficially hold 87.74% of the voting securities of the Company.
Let me know if that link works for you.
https://mobile.twitter.com/MIKEKCURRY/status/1086495257871564805/photo/2
Click on the link with the arrow drawn on it
The link to the actual filing is here:
http://google.brand.edgar-online.com/?sym=JPEX
But you have to be a member
Ok , so your saying the companies #'s are wrong.
Well , one thing is for sure , we can't both be right ! lol , so maybe there are others out there with some insight?? Or just wait & see what the company files next will help??
No hard feelings,
Good luck
I most certainly am accounting for Jeff Thompsons current holdings.
I also realize that the 8k doesn't outright say in black & white that TimefireVR Inc. Shareholders now only own less than 1% of the company , but if you add up their own #'s & percentages , you will see that it shows this to be true.
I realize that there are 471,460,470 shares of common stock issued and outstanding at this moment.
I'm using the company's own #'s straight from the 8k to show you that on a fully diluted basis the original shareholders of TimefireVR Inc. Own less than 1%
Existing Common Shareholders own 235,460,470 commons
Former Red Cat Shareholders own 236,000,000 commons
Plus the Series A Preferred Stock 2,169,068.
That convert to 21,690,680,554 commons
Cavalry Fund I LP Warrant is 563,848,196 commons
Former Holders of Exchange Securities own Series B Preferred Stock 4,212,645. That converts to 4,212,645,280 commons
Jonathan Read owns 50,000,000 commons
Warrant holder owns 3,333,333 commons
Grand Total of issued an outstanding share capital on a fully-diluted basis is 26,991,967,833
Existing Common Shareholders own 235,460,470 commons and that is less than 1% of 26,991,967,833
The only thing I see that's confusing is this:
Issuance of RSUs to Jonathan Read
Also concurrently with the SEA, our director and former CEO, Jonathan Read, received Restricted Stock Units (“RSUs”) for 500 million shares of common stock in exchange for $35,000 of past due compensation. The RSUs issued to Mr. Read will constitute approximately 0.19% of our issued an outstanding share capital on a fully-diluted basis. The underlying shares of common stock are fully vested and will be delivered in 2 years, and are not transferable or entitled to voting rights prior to delivery.
https://www.sec.gov/Archives/edgar/data/748268/000155479519000143/tfvr0515form8k.htm
That would be a lot more than .19% of the issued an outstanding share capital on a fully-diluted basis.
They do show his shares being @ 50 million further down the page on the "blue" section/outline
So which is wrong , the percentage or the share count??
Numbers don't lie , people do!
No , the only thing I'm guessing on is that the company will follow through on a R/S as stated & also what I think the markets reaction will be when its announced.
Everything else is just facts that are straight out of the filings.
Excerpts from 8k:
The common stock and Series A Preferred Stock issued under the SEA will constitute approximately 83.33% of our issued an outstanding share capital on a fully-diluted basis.
The Series B Preferred Stock issued under the Exchange Agreement will constitute approximately 15.64% of our issued an outstanding share capital on a fully-diluted basis.
The RSUs issued to Mr. Read will constitute approximately 0.19% of our issued an outstanding share capital on a fully-diluted basis.
https://www.sec.gov/Archives/edgar/data/748268/000155479519000143/tfvr0515form8k.htm
83.33% + 15.64% + 0.19% = 99.16%
That leaves less than 1% for the original TimefireVR Inc. investors!
It will be even less once the warrants are exercised:
The new Warrant issued to Cavalry permits Cavalry to purchase up to 563,848,196 shares of our common stock at a price of $0.00027 per share
I hope hope your right , for the sake of the original stakeholders here in TimefireVR Inc.
But for now I'm going by the most current filings out there & they state otherwise!
GLTY
"Who willingly unleashes 21B shares? .."
***************************
Over 26 billion is the number of shares it took to gain over 99% control of this pink shell.
They would've issued themselves a trillion shares if that's what it took.
Original TimefireVR Inc. Investors best outcome is that they cancelled the R/S and keep those series A Preferred from converting to commons.
If they do the R/S it will automatically raise the Market Cap to 100 million dollars (based on a pps of .0045 going into any R/S ratio)
This stock doesn't have anything to do with Bitcoin other than the blockchain technology to store data.
Just watch the video , even the CEO acknowledges this fact.
The coin to watch is RCAT
Not much to watch at this point!
It doesn't trade but I did find out that 2733 RCAT coins = 1 Ethereum
Scroll down on this link:
https://icocoinlist.com/ico/red-cat
1 Ethereum is $255 , so:
$255 ÷ 2733 = 0.093
The CEO says at some point the coins can be converted into common shares of the company??
Still waiting on that conversion ratio to be announced??
Good luck
Yes , I always "hope" it's the real deal but I always play it safe & take my capital back and ride free shares asap!
If you can do this in many tickers , then its like sitting back and watching your garden of " free seeds" Grow!
Some die & some produce much fruit!!
GLTY
No matter how you slice & dice it , the bottom line is , now that the merger is complete , Who owns What??
Excerpts from 8k:
The common stock and Series A Preferred Stock issued under the SEA will constitute approximately 83.33% of our issued an outstanding share capital on a fully-diluted basis.
The Series B Preferred Stock issued under the Exchange Agreement will constitute approximately 15.64% of our issued an outstanding share capital on a fully-diluted basis.
The RSUs issued to Mr. Read will constitute approximately 0.19% of our issued an outstanding share capital on a fully-diluted basis.
https://www.sec.gov/Archives/edgar/data/748268/000155479519000143/tfvr0515form8k.htm
83.33% + 15.64% + 0.19% = 99.16%
That leaves less than 1% for the original TimefireVR Inc. investors!
It will be even less once the warrants are exercised:
The new Warrant issued to Cavalry permits Cavalry to purchase up to 563,848,196 shares of our common stock at a price of $0.00027 per share
There is no doubt in my mind that a R/S will be announced soon!
The 8k says it could be up to 1 for 1000 , if so , @ .0045 that would make the pps a whopping $4.50 per share , but you'll have a 1000 times less shares in your account. It will also make the stock illiquid , due to not many penny traders wanting to trade in dollars.
Not many traders in the OTC want to go through a R/S either , that's why the day of the announcement the pps will tank!
The market waits - tic - toc - tic - toc
You never know though , there might be one more pump before the dump!
Good luck
The float is around 225 mil
Mitch Hovendick of EnCap investments owns 175milion shares of that 400 mil O/S
That's great about the new company taking over this shell , but the problem is the new share structure!!
They even tell you in black & white , right there in the latest filings!
exhibit 10.1
Immediately following the Closing, the Board of Directors and a majority of the Shareholders of the Parent shall take action on written consent: (A) approving the reverse split of the capital stock of the Company in an amount for 1:1 to 1:1,000 as shall be determined by the Board of Directors of Parent; (B) changing of name of the Parent to Red Cat Propware Holdings, Inc. or similar name as determined by the Board of Directors of Parent; and (C) adopting the Amended and Restated Articles of Incorporation of the Parent.
https://www.sec.gov/Archives/edgar/data/748268/000155479519000143/tfvr0515form8kexh10_1.htm
Also ... In the 8k is this :
The new Series A Preferred Stock will convert automatically to common stock upon the effectiveness of any future reverse split of our common stock. In total, the common stock and Series A Preferred Stock issued under the SEA will constitute approximately 83.33% of our issued an outstanding share capital on a fully-diluted basis.
https://www.sec.gov/Archives/edgar/data/748268/000155479519000143/tfvr0515form8k.htm
That means the 2,169,068 Series A Preferred will convert to common soon!
The conversation ratio of 10,000 common for 1 share of Series A would mean that 21,690,680,000 commons are entering the O/S very very soon!
Not to mention:
Following the closing of the SEA and related transactions, we have approximately 471,460,470 shares of common stock issued and outstanding.
All common & preferred stock & warrants on a fully diluted bases
Is 26,991,967,833
The former CEO, Jonathan Read even scored big, he received 500 million shares of common stock in exchange for $35,000 of past due compensation. That's a cost basis of only .00007 per share!
Even if they only R/S (1 for 100) @ yesterday's close of .0045 , that would put the share price @ .45 , but because of the automatic conversion of the series A Preferred now being included in the O/S commons , that would skyrocket the market cap!
Here are the numbers:
Series A Preferred convert to - 21,690,680,000
Current O/S is 471,460,470
Added together = 22,162,140,470
The 1 for 100 R/S would reduce those #'s to a new O/S of 221,621,404
But @ .45 per share that would make a market cap of $99,729,631.80
Good luck
OTC just updated the SS yesterday
O/S = 399,928,223. As of 05/17/2019
https://www.otcmarkets.com/stock/JPEX/security
Low floater for a trip.
She popped to .008 4 months ago.
Sure looking like another run is coming!
Good Luck
Do you think this company is worth a 100 million dollar market cap ?
Its only a few years old & zero revenue??
You might want to read the 8k exhibit 10.1
Immediately following the Closing, the Board of Directors and a majority of the Shareholders of the Parent shall take action on written consent: (A) approving the reverse split of the capital stock of the Company in an amount for 1:1 to 1:1,000 as shall be determined by the Board of Directors of Parent; (B) changing of name of the Parent to Red Cat Propware Holdings, Inc. or similar name as determined by the Board of Directors of Parent; and (C) adopting the Amended and Restated Articles of Incorporation of the Parent.
Also ... In the 8k is this :
The new Series A Preferred Stock will convert automatically to common stock upon the effectiveness of any future reverse split of our common stock. In total, the common stock and Series A Preferred Stock issued under the SEA will constitute approximately 83.33% of our issued an outstanding share capital on a fully-diluted basis.
That means the 2,169,068 Series A Preferred will convert to common soon!
The conversation ratio of 10,000 common for 1 share of Series A would mean that 21,690,680,000 commons are entering the O/S very very soon!
Good luck
The biggest question is , how quick will they R/S??
Exhibit 10.1 in the merger agreement states that immediately following the closing they will do a R/S up to 1 for 1000
Also ... In the 8k is this :
The new Series A Preferred Stock will convert automatically to common stock upon the effectiveness of any future reverse split of our common stock. In total, the common stock and Series A Preferred Stock issued under the SEA will constitute approximately 83.33% of our issued an outstanding share capital on a fully-diluted basis.
That means the 2,169,068 Series A Preferred will convert to common soon!
The conversation ratio of 10,000 common for 1 share of Series A would mean that 21,690,680,000 commons are entering the O/S very very soon!
Good luck
Following the closing of the SEA and related transactions, we have approximately 471,460,470 shares of common stock issued and outstanding.
All common & preferred stock & warrants on a fully diluted bases
Is 26,991,967,833
26,991,967,833 × 0.0066 = $178,146,987.70
Red Cat made a Very good deal for themselves!
Nope! I never posted pps predictions , just facts!
Good luck though
Looks like the MOMO has left DAVC !
Down trend has set in . lower & lower lows - .022 - .018 - .0172 -etc.
R/S or not , the damage is already been done by increasing the A/S to 5 Billion and a O/S of 3,236,745,000 & the 8k with the company stating they are going to do a $500,000 capital raise with a 5 million-dollar company evaluation.
According to the merger agreement:
After merger
Samsara will own 2,589,400,000 common shares
Ex-CEO will own. 440,194,600 common shares
Current DAVC shareholders will own
207,150,400 common shares (less than 8% )
Current O/S = 647,345,000 + 2,589,400,000 (Samsara's 80%) = new O/S = 3,236,745,000
3,236,745,000 × 0.025 = Market Cap of $80,918,625.
For every penny that peeps think DAVC will go up that adds $32,367,450 more the the current market cap.
I'm not saying don't play the MOMO here in DAVC land , just don't marry it / trade it!
GLTY
I'm not referring to Samsara's main FB page !
Is called:
Samsara-SOS-Save Our Samsara
https://www.facebook.com/groups/1873332392958429/
It's pretty hard to find any positive reviews
Even their reviews on their main FB page are bad
https://www.facebook.com/samsaraluggage/
There are a lot a bad reviews posted just over the last few months.
What's changed?
This article explains why a lot of them are upset.
https://www-eteknix-com.cdn.ampproject.org/v/s/www.eteknix.com/samsara-kickstarter-hits-controversy/amp/?amp_js_v=a2&_gsa=1&usqp=mq331AQCCAE%3D#referrer=https%3A%2F%2Fwww.google.com&_tf=From%20%251%24s&share=https%3A%2F%2Fwww.eteknix.com%2Fsamsara-kickstarter-hits-controversy%2F
And the rest either want their money back or their just mad that they never received one.
I don't think the original Samsara investors are to happy.
They started their own FB page just to vent.
https://www.facebook.com/groups/1873332392958429/
There is even a class action lawsuit.
Hi,
Having waited months like everybody else I was quite excited when I received my Samsara case...
That didn't last very long. It is probably the worst KS product I have ever backed!
The result is cheap looking, expensive let's face it compared to other products on the market, and just RIDICULOUSLY designed. Who cares about having a zillion cheap pouches when you can't even fit them inside due to the ABNORMALY STUPID placement of the battery module. Whilst we're on the subject let's say it: WHO DESIGNED THIS????? A 6 year old?
This is quite simply a disgrace. I'm joining the class action lawsuit!
Bye for now, and thanks for creating the group!
Lots of info. in the merger agreement.
Here are a few copy & paste's from the latest filings
https://www.sec.gov/cgi-bin/browse-edgar?company=Darkstar+Ventures%2C+Inc.&owner=exclude&action=getcompany
2.1 At the Effective Time, as a result of the Merger, each share of Samsara’s common stock, $0.001 per value per share (“Samsara Stock”), issued and outstanding immediately before the Effective Time (but excluding Dissenting Shares, as defined in Section 2.4 below), shall , by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become 2,589,400,000 validly issued, fully paid, and non-assessable shares of the Surviving Corporation’s common stock, $0.0001 par value per share (“Surviving Corporation Stock”), with all fractional shares to be rounded up, and all shares of Samsara Stock shall be cancelled and retired and shall cease to exist.
7.2 Increase in Authorized Share Capital. Prior to the Effective Time, Darkstar will have amended its Articles of Incorporation to increase the number of authorized shares of common stock of Darkstar from 2,000,000,000 shares to 5,000,000,000 shares.
7.4 Private Placement. Prior to the Effective Time, DarkStar will have entered into subscription agreements with investors, pursuant to Regulation D and/or Regulation S under the Securities Act of 1933, as amended, and any and all applicable state securities laws, to raise $500,000 at a pre-money company valuation of $5,000,000 through the sale of shares of Darkstar’s Common Stock and warrants (the “PP”). The subscription agreements shall be in a form acceptable to Samsara. The closing of the PP shall take place at the Effective Time immediately following the Effective Time.
From last 10q
On April 14, 2016 the Board of Directors of the Company approved the issuance of 270,000,000 restricted shares of common stock of the Company to Avraham Bengio, the Company's shareholder, Sole Director, CEO and CFO in consideration for the conversion of $270,000 loan granted to the Company. In addition, the Board of Directors of the Company has issued 120,000,000 restricted shares of the Company to Avraham Bengio as compensation for services in the amount of $120,000.
Mr. Avraham Bengio received 390mil shares for $390,000 & are now valued at $9,750,000.
390,000,000 × 0.025 = $9,750,000.
Why would Samsara R/M into a dormant pink shell and give the ex CEO almost 10 million dollars?
That 10 mil is based on Fridays closing price so it could be a lot higher or the market could realize that Samsara's company valuation is only @ 5mil.
Right now the market has Samsara's possible Pink IPO valued @ over 80 million.
It will be a fun ticker to watch/trade while the market tries to decide!
GLTY
First off , its not "My" sticky !
Its a post I made when I was researching Samsara's reviews , that was stickies by one of the moderator's of this board.
I'm definitely not disgruntled! I got in Friday @ .011 and sold 90% of my shares @ .0248 after reading the details of the merger.
Do I think the pps will go up Monday morning?
Yes I do & I'll be selling the rest of my shares into the MOMO.
I learned my lesson on the Woodbrook R/M
Longs get slaughtered in the end !
Just trade it , don't marry it!
GLTY
R/S or not , the damage is already been done by increasing the A/S to 5 Billion and a O/S of 3,236,745,000 & the 8k with the company stating they are going to do a $500,000 capital raise with a 5 million-dollar company evaluation.
You are correct.
#'s are---
Current O/S = 647,345,000 + 2,589,400,000 (Samsara's 80%) = new O/S = 3,236,745,000
3,236,745,000 × 0.025 = Market Cap of $80,918,625.
For every penny that peeps think DAVC will go up that adds $32,367,450 more the the current market cap.
Let's go for a Billion!! lol
Wowzzza!!
I didn't put the sticky up.
You will need to ask the mod that posted it , to remove it.
Although imo it should stay up until if & when some positive customer reviews come in???
Also , congratulations on the Huge run up$$$$$
Even I played that MOMO!!
Remember , trade these R/M plays , don't marry them!!
Example -- Woodbrook Group
Here are a few copy & paste's from the latest filings
https://www.sec.gov/cgi-bin/browse-edgar?company=Darkstar+Ventures%2C+Inc.&owner=exclude&action=getcompany
2.1 At the Effective Time, as a result of the Merger, each share of Samsara’s common stock, $0.001 per value per share (“Samsara Stock”), issued and outstanding immediately before the Effective Time (but excluding Dissenting Shares, as defined in Section 2.4 below), shall , by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become 2,589,400,000 validly issued, fully paid, and non-assessable shares of the Surviving Corporation’s common stock, $0.0001 par value per share (“Surviving Corporation Stock”), with all fractional shares to be rounded up, and all shares of Samsara Stock shall be cancelled and retired and shall cease to exist.
7.2 Increase in Authorized Share Capital. Prior to the Effective Time, Darkstar will have amended its Articles of Incorporation to increase the number of authorized shares of common stock of Darkstar from 2,000,000,000 shares to 5,000,000,000 shares.
7.4 Private Placement. Prior to the Effective Time, DarkStar will have entered into subscription agreements with investors, pursuant to Regulation D and/or Regulation S under the Securities Act of 1933, as amended, and any and all applicable state securities laws, to raise $500,000 at a pre-money company valuation of $5,000,000 through the sale of shares of Darkstar’s Common Stock and warrants (the “PP”). The subscription agreements shall be in a form acceptable to Samsara. The closing of the PP shall take place at the Effective Time immediately following the Effective Time.
From last 10q
On April 14, 2016 the Board of Directors of the Company approved the issuance of 270,000,000 restricted shares of common stock of the Company to Avraham Bengio, the Company's shareholder, Sole Director, CEO and CFO in consideration for the conversion of $270,000 loan granted to the Company. In addition, the Board of Directors of the Company has issued 120,000,000 restricted shares of the Company to Avraham Bengio as compensation for services in the amount of $120,000.
Mr. Avraham Bengio received 390mil shares for $390,000 & are now valued at $9,750,000.
390,000,000 × 0.025 = $9,750,000.
Why would Samsara R/M into a dormant pink shell and give the ex CEO almost 10 million dollars?
That 10 mil is based on Fridays closing price so it could be a lot higher or the market could realize that Samsara's company valuation is only @ 5mil.
Right now the market has Samsara's possible Pink IPO valued @ over 80 million.
It will be a fun ticker to watch/trade while the market tries to decide!
GLTY
Nice day here! Looks like peeps will be fighting over .002+'s tomorrow!
You want to see the current reviews being sent out , just check this site.
https://www.kickstarter.com/projects/507175539/samsara-the-worlds-first-aluminum-smart-suitcase/comments
They can't even deliver cases to their original investors on kickstarter but have extras to give away to basketball players.
They've been selling on Amazon since early January .
Still only 1 review & Its most likely someone with the company just trying to promote it.
Was considering investing in this company until I realized that the merger is still not complete and even if it were the reviews on their FB page tells me its an over priced POS.
There has even been another FB page created just for disgruntled customers that want to vent & or join a class action lawsuit.
FB page is called Samsara - SOS - Save Our Samsara
Here is one example:
Hi,
Having waited months like everybody else I was quite excited when I received my Samsara case...
That didn't last very long. It is probably the worst KS product I have ever backed!
The result is cheap looking, expensive let's face it compared to other products on the market, and just RIDICULOUSLY designed. Who cares about having a zillion cheap pouches when you can't even fit them inside due to the ABNORMALY STUPID placement of the battery module. Whilst we're on the subject let's say it: WHO DESIGNED THIS????? A 6 year old?
This is quite simply a disgrace. I'm joining the class action lawsuit!
Bye for now, and thanks for creating the group!
Here is another link that also explains the problems.
https://www-eteknix-com.cdn.ampproject.org/v/s/www.eteknix.com/samsara-kickstarter-hits-controversy/amp/?amp_js_v=a2&_gsa=1&usqp=mq331AQCCAE%3D#referrer=https%3A%2F%2Fwww.google.com&_tf=From%20%251%24s&share=https%3A%2F%2Fwww.eteknix.com%2Fsamsara-kickstarter-hits-controversy%2F
With only I review on Amazon , it's not selling either
https://www.amazon.com/Smart-Aluminum-Luggage-Suitcase-Silver/dp/B07MJZJ9XZ/ref=mp_s_a_1_fkmrnull_4?keywords=aluminum+luggage+samsara&qid=1557000598&s=gateway&sr=8-4-fkmrnull
Was the CEO of this company involved in a previous scam?
Where did you get the info that the CEO owns 68% of the common shares? Any help would be much appreciated. tia