Bantek Inc (BANT)

[horst]

This S-1 filing is BAD BAD BAD BAD NEWS for shareholders.

http://ih.advfn.com/stock-market/USOTC/bantek-inc-BANT/stock-news/79384242/securities-registration-statement-s-1#FS12019_BANTEKINC_HTM_PRO_002

2.5B shares, disingenuously listed at an anticipated price of .0025 per share (why in the world would discounted shares be priced at 250% of the current spare price when the OS is going to be 267% of the current OS?). In reality, there's no way those shares will be offered at any price above the current share price, and we all know it will be SIGNIFICANTLY lower than the current share price. As they disclaim early in the filing (emphasis mine):

"The offering price of the shares has been determined arbitrarily by us. The price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a privately held company. In determining the number of shares to be offered and the offering price, we took into consideration our capital structure and the amount of money we would need to implement our business plans. Accordingly, the offering price should not be considered an indication of the actual value of our securities."

In other words, they admit the .0025 proposed price is arbitrary--it's subterfuge, smoke and mirrors, intended to fool uneducated investors into thinking the offering will be much higher.

So deceptive - they're trying to fool people who don't take the time to read the full filings.

I'll also point out something I've mentioned before, which is that of their claimed "assets," almost all are absurdly over-valued intangibles such as "good will" and "trade name." As they explain later in the filing in a surprising bit of transparency:

" We may be required to record a significant charge to earnings as we are required to reassess our goodwill or other intangible assets arising from acquisitions. We are required under U.S. GAAP to review our intangible assets, including goodwill for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Goodwill is required to be tested for impairment annually or more frequently if facts and circumstances warrant a review. Factors that may be considered a change in circumstances indicating that the carrying value of our amortizable intangible assets may not be recoverable include a decline in stock price and market capitalization and slower or declining growth rates in our industry. We may be required to record a significant charge to earnings in our financial statements during the period in which any impairment of our goodwill or amortizable intangible assets is determined."

In other words, their goodwill valuation is BS and they know it.

This company is $20M in liabilities in the hole with zero means of earning profits with their so-called business activities - its business is hemorrhaging money, including Howco, and they incur more and more millions in debt every year. They are in the business of purchasing unprofitable businesses on the backs of shareholders and through incurring toxic debt, and selling shares by the billions. Their only means of generating real money is to sell shares, and in doing so, they further devalue existing shares while dooming all shareholders to more future dilution (looming future dilution is also stated in the S-1).

It is so painful and frustrating to watch this company scam in new suckers, having been one of these suckers myself. How many times does the truth need to be served on a silver SEC filing platter for people to understand this?

Yes, as we've seen on manipulated spikes promoted on twitter, some might make some short-term money someday on manipulation and disingenuous PR etc. (all their PR is disingenuous, because their government contracts DON'T EARN THEM PROFITS no matter how many they get - Howco loses money; its operating expenses vastly outweigh its paltry margins on contracts).

This company, in my opinion of course, is primarily in the business of printing shares and suckering investors into losing their money. There is no other viable business plan than that: not drones (they don't sell any), not insulation (they provide zero details about Thermaxx financials--if they were good, they'd share), not government contracts at Howco (Howco loses huge amounts of money each year, and it was purchased for way more than it was worth with toxic debt that spiraled into additional millions of debt).

By the way, this offering isn't for anything in particular. Page 44: "This expected use of the net proceeds from this offering and our existing cash, cash equivalents and short-term investments represents our intentions based upon our current plans and business conditions. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors, including the progress of our development and commercialization efforts, the status of and results from clinical trials, as well as any collaborations that we may enter into with third parties, and any unforeseen cash needs. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering. We have no current agreements, commitments or understandings for any material acquisitions or licenses of any products, businesses or technologies." Our management will have broad discretion over the uses of the net proceeds from this offering. Pending these uses, we intend to invest the net proceeds from this offering in a variety of capital preservation investments, including short-term, interest-bearing investment grade securities, money market accounts, certificates of deposit and direct or guaranteed obligations of the U.S. government.

WTF??? And what in the world are they talking about with "clinical trials"? They couldn't even be bothered to edit whatever boilerplate language they plagiarized for this paragraph.

I'm not giving advice, as I'm not a financial advisor, so do your own DD and read the SEC filing. Anyone who sees the S-1 and paints a rosy picture of this offering is LYING TO YOU or, if you want to give them the benefit of the doubt, doesn't understand how to read the S-1.

The idea that this company could ever uplist to NASDAQ is an absurd fantasy. A kid's first lemonade stand on a rural dirt road is by far a more viable and profitable business, and more fit for a major stock exchange, than BANT is.