Holy Cow !! Only $36K cash left, DEBT UP, LARGER LOSS from operations as expected, dilution continuing, expenses UP huge, and debt rose by about $1 MILLION just since the last 10-Q filing.
Over 16 MILLION shares to Magna for $135K cash DRAW DOWN under the "equity line agreement" so they used Magna, contrary to 100% FALSE statements already made here this AM.
And YES, they also did some more "toxic convertible debt" note financing deals very recently it appears, as recent as Jan and Feb 2015, qty-3 more "toxic convertible notes". Will need to read this long document more- but looks like Magna "draw down" and at least KBM World Wide, Fourth Man and some new firm Vis Vires group was used as recently as about Jan/Feb 2015 for more toxic financing and survival cash.
That's the 1 minute first glance- they changed the entire format around LOL, they front loaded the 10-K with all the "new stuff" from their presentation thingy they gave a month or two ago (whenever it was) and then buried all the financial statements and key info at the bottom of the 10-K and elsewhere looks like IMO. It's gonna take a while to read this one- it's long as usual, and full of who knows what IMO.
But found the financial statement at the bottom on pages F-3, F-4 and so forth. As stated above- their loss increased substantially due to a very large increase in costs and NO they are not even close to "cash flow positive" or whatever because of "revenues", etc
And YES (contrary to predictions) there is STILL A GOING CONCERN FROM THEIR AUDITORS and I'll need to compare it to the last filings- but the words SUBSTANTIAL DOUBT are in it- which I don't remember reading in prior filings (could be wrong?):
PAGE 27, most recent, just released 10-K filing:
"Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern.
Our independent registered public accounting firm issued its report dated March 16th, 2015 in connection with the audit of our financial statements as of December 31, 2014, which included an explanatory paragraph describing the existence of conditions that raise substantial doubt about our ability to continue as a going concern. In addition, our note to our financial statements for the year ended December 31, 2014 included an explanatory paragraph describing the existence of conditions that raise substantial doubt about our ability to continue as a going concern. If we are not able to continue as a going concern, it is likely that holders of our common stock will lose all of their investment. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty."
PAGE 56:
"At December 31, 2014, we had cash and cash equivalents totaling $36,674; our working capital deficit as of such date was $10,957,443. Our independent registered public accounting firm has issued its report dated March 16th, 2015 in connection with the audit of our financial statements as of December 31, 2014 that included an explanatory paragraph describing the existence of conditions that raise substantial doubt about our ability to continue as a going concern."
What happened to the "revenues fixes everything, blah, blah" stuff and all that?? $36K cash and their DEBT INCREASED since the release of the last 10-Q on Sept 30, 2014. Wow.
A little less dilution so far than I guessed (I guessed about 700 MILLION shares fully diluted- haven't hit that yet, but rising)-
PAGE F-10:
"Fully diluted shares outstanding were 668,063,786 and 344,241,761 for the years ended December 31, 2014 and 2013, respectively."
That's over 300 MILLION shares issued in 2014, despite the "revenue" stuff thingy theories.
LOTS of reading to do here, lots IMO.
Oh, last "quick check" did they pay common bills via issue a bunch of stock rather than paying cash? YEP, as guessed, as they usually do- it's right there in the 10-K, paying common bills very recently with common stock rather than CASH, as they obviously DO NOT HAVE THE CASH to pay the bills (see going concern warning and cash left on hand of about $36K)
From the 10-K just filed, PAGE F-34:
Subsequent stock issuances
In January 2015, the Company issued 4,783,568 shares of its common stock in settlement for services, provided 14,299,567 shares of its common stock in settlement of $49,500 of outstanding convertible notes payable, and $2,981 accrued interest and 2,096,450 shares of its common stock for net proceeds of $16,118 from equity drawdown under the Magna Purchase Agreement.
In February 2015, the Company sold an aggregate of 1,443,656 shares of its common stock for net proceeds of $16,270. In connection with the stock sale, the Company issued an aggregate of 1,443,656 warrants to purchase the Company’s common stock for five years at $0.01127 per share. In addition, the Company issued 20,219,367 shares of its common stock in settlement of $132,500 of outstanding convertible notes payable and $2,520 accrued interest and 16,556,976 shares of its common stock for net proceeds of $135,645 from equity drawdown under the Magna Purchase Agreement.
In March 2015, the Company issued 6,185,432 shares of its common stock in settlement of $25,000 of outstanding convertible notes payable and $1,226 accrued interest. In addition, the Company issued 635,357 shares of its common stock as true up shares relating to the February 2015 equity drawdown under the Magna Purchase Agreement."
The good ole "vague" entry called "settlement of services" - whatever that one means? 14 MILLION shares issued and who knows who they went to? Just "settlement of services" LOL, gotta love it IMO.
And yes, still using "toxic convertible debt" very recently to finance their operations (BURIED at the bottom of the 10-K, OF COURSE) THREE MORE toxic "convertible note" deals in Jan of 2015, HOLY COW (they'd just done a group of them in Oct 2014 remember, see last 10-Q) !!:
PAGE F-34, F-35:
"Subsequent financing
On January 7, 2015, the Company entered into a Securities Purchase Agreement with KBM Worldwide, Inc. (“KBM”), for the sale of an 8% convertible note in the principal amount of $38,000 (the “Note”).
The Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on October 9, 2015. The Note is convertible into common stock, at KBM’s option, at a 45% discount to the average of the three lowest closing bid prices of the common stock during the 10 trading day period prior to conversion. In the event the Company prepays the Note in full, the Company is required to pay off all principal, interest and any other amounts owing multiplied by (i) 140% if prepaid during the period commencing on the closing date through 179 days thereafter. After the expiration of 180 days following the date of the Note, the Company has no right of prepayment.
On January 28, 2015, the Company entered into a Securities Purchase Agreement with Fourth Man, LLC., for the sale of an 9.5% convertible note in the principal amount of $25,000 (the “Note”).
The Note bears interest at the rate of 9.5% per annum. All interest and principal must be repaid on January 27, 2016. The Note is convertible into common stock, at Asher’s option, at a 47% discount to the lowest daily closing trading price of the common stock during the 10 trading day period prior to conversion. In the event the Company prepays the Note in full, the Company is required to pay off all principal at 150%, interest and any other amounts.
(DOESN'T EVEN MAKE SENSE? Says FOURTH MAN in the title part, then says ASHER regarding conversion part? This is audited? It's like someone used "cut n paste" and doesn't even have the info or names correct in the correct places, amazing?)
F-34
On February 19, 2015, the Company entered into a Securities Purchase Agreement with Vis Vires Group, Inc. (“VIS”), for the sale of an 8% convertible note in the principal amount of $38,000 (the “Note”).
The Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on November 23, 2015. The Note is convertible into common stock, at VIS’s option, at a 45% discount to the average of the three lowest closing bid prices of the common stock during the 10 trading day period prior to conversion. In the event the Company prepays the Note in full, the Company is required to pay off all principal, interest and any other amounts owing multiplied by (i) 140% if prepaid during the period commencing on the closing date through 179 days thereafter. After the expiration of 180 days following the date of the Note, the Company has no right of prepayment.
F-35"
So it looks like they even added ANOTHER new toxic finance house- called "Vis Vires" group or whatever and tapped um for a pittance of $38K survival cash, in addition to more deals with KBM and Fourth Man (or Asher depending on the typo, misstatement) and they "drew down" some on the Magna line. My guess is they are limited on the amount of the Magna "draw down" as Magna has all kinds of provisions of not being able to own more than 9.99% of the shares or something like that- and they may bump up against those numbers already with the $205K note conversion, plus the issued "fees/expenses" shares, etc. Will need to read more- but that may be what limits how much they draw on Magna at a time. But they did "tap" the credit line already. It's right there in black n white.
WOW. Gotta get some time later today- this will take literally hours to read cover to cover, it's a tomb, and long and stuff buried in it all over the place IMO. Wow.
