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Re: None

Friday, 03/23/2018 4:51:43 PM

Friday, March 23, 2018 4:51:43 PM

Post# of 41908
The VTNL stock repurchase is not legal.

A share repurchase is, by law, a "distribution to shareholders". Common shareholders are dead last in line for rights to the Company's assets. The debtors, creditors, and preferred stockholders are all in front of them. For common shareholders to receive funds, the Company must, again by law, have enough assets to meet all their debts and obligations as they come due AND enough to satisfy all obligations to all 3 classes in front of the common shareholders as if the Company were liquidating as of that day. All of this must be confirmed with current financial statements prepared in compliance with a accepted accounting standards and principles (i.e., US GAAP).

Every jurisdiction has similar laws in this regard. For VTNL, as a Florida Corporation, the applicable statute is 607.06401, Distributions to shareholders. VTNL is an SEC registrant, so they definitely meet the accounting standards and principles requirement (which so many non-SEC reporting OTC penny stocks that claim to be starting share repurchases do not). BUT, they do not meet the other requirements. VTNL is essentially insolvent. They don't even come close to meeting either of the other two requirements. They had only $2,939 in current assets and $975,252 in current liabilities.

Clearly, this claim of share repurchases is for stock promotion purposes only. Not only would any repurchases be illegal under Florida law, they clearly don't have any money to do it. As has been pointed out, they are also prohibited from repurchasing shares under their toxic death spiral convertible agreements. We know those toxic lenders typically sue their client companies for ANY breach of the lender agreements, so why don't they sue for this one and so many other penny stock lenders that make such claims?

Because the toxic lenders are almost certainly the ones behind these fraudulent claims.

VTNL is one of many insolvent penny stock companies that have made similar claims of stock repurchases in the last couple of years. What do all these companies have in common? Besides being flat broke, of course. All have toxic death spiral convertibles outstanding from the same sets of lenders. And not one of them ever says anything about this obvious violation of their lending agreement. Instead, it is clearly a plan cooked up to fool investors into buying the shares so the toxic lenders can dump into the pump. In other cases, such a fake repurchase scheme is a last resort, and almost all of the companies that have done such a plan are out of business in the next 4-12 months.

It is almost without a doubt a pump and dump orchestrated by the toxic lenders in insolvent clients to allow them one last opportunity to dump shares before the Company inevitably goes out of business within the next year.