Ladies and gents. Let's have a constructive talk about BC and "the mountain of convertible shares" that people believe are being dumped into the market place....
Over the past few months, I've seen first hand several longs throw in the towel as well as quite a few squabbles on this board because of the perception of endless dilution people felt BC was going to bring to the table. Although, I can't fault them for thinking this way, I'm going to attempt to point to several things that may lead someone to think this might not be as cut and dry as some would like to believe.
Let's go back and look through the old 2015-2017 financials of LDSR shall we. Upon a cursory glance, a timeline can be established rather easily and in my opinion, it's telling, simply because all of this information would have been put squarely in front of Jason Remillard before he purchased the shell.
According to OTCMarket disclosures we can establish a timeline:
Landstar, Inc. (LDR) was originally formed on May 5, 1998 as a Nevada corporation. Historically the company was formed for the purpose of purchasing, developing and reselling real property, with its principal focus on the development of raw land. In 1999, through a reverse merger, the Company redefined its focus on the development and exploitation of the technology to de-vulcanize and reactivate recycled rubber for resale as a raw material in the production of new rubber products. Company operations ceased in 2011.
Old LDSR management acquired control of the corporation through the purchase of preferred shares from Shareholder Advocates, LLC on October 9, 2008 and was in the process of identifying operating businesses who are potential candidates for acquisition.
On April 24, 2017 a change in control of the Company took place when a control block of preferred shares was acquired by an individual (WIlliam Allesi) unrelated to the then existing control shareholders. In conjunction with this change in control, a declaratory judgement was entered into when the Acquirer filed a complaint for declaratory judgement and other relief against the control shareholders in Mecklenburg County, North Carolina, the court with jurisdiction over the entity. The entity was re-domiciled on July 12, 2017 in North Carolina through the merger as a non-operating holding company.
Simply put Bill came in and cleared the company of any debts on the balance sheet. The only thing left over aside from the control block of 1 Million preferred shares and 2.4 billion unrestricted common shares was a 125k convertible debt (2.5 billion shares converted at .00005) and 1.5 Billion Restricted Shares Issue to Hubei Chuguan.
On November 21st of 2017, Bill Allessi filed all of the LDSR reports and brought the reporting up to current status. Jason had from November 21st until he took over on December 11th to do his due diligence before he entered into the LDSR shell. So 20 days...
Aside from knowing the fact that he owned the control block, Jason would have also been able to look through the most recent filings to see what remained in the shell he was purchasing. Call me crazy but purchasing a shell with 2.5 + 1.5 =(4) Billion shares controlled by outsiders is not a recipe for success. To put it in perspective, 45.4% of the fully diluted authorized share cap(8.8 Billion) would be owned by 2 large players not under your control. Next, lets think about the the 2.4 billion unrestricted shares that were trading in the common float at the time. That equates to another 27.2% of the fully authorized shares. So, if Jason walked into this and didn't control 1 single share from day 1 except full control of voting rights with the preferreds, you're telling me he signed up for 72.6% (45.4% + 27.2%) of his company stock to be controlled by someone other than himself? From day 1? That is borderline insanity and for other insiders to come in on day 200+ after knowing all of these items before signing their companies over is even more insane. Breaking it down as simple as I can, no one in their right mind would buy a shell in a company they only could own maximum 28% (to start) in let alone a startup firm with an aggressive acquisition plan. Sure he could bust the cap at any time with RS or upping the authorized but it would be an endless battle to maintain the health of the stock as well as the value of the shares he issued himself. (Which btw, the share's he has yet to issue would pretty much eat the entire SS up as 2.3 billion shares is 26.1% of the authorized.)
Now fast forward, we know Jason is suing for the chinese shares. That will return 17% of the authorized shares if he is successful. But at best, it still only gives him 45% of the SS if he controlled no unrestricted common or the convertible shares BC controls.
All I am saying is, would this make sense for Jason to undertake from the start? Not at the numbers I listed above. I don't think he could have gotten much done and no chance would he be contemplating taking on 4 acquisitions with such a small clearance. I also think we would have seen a RS by now if those numbers were the true picture.
Something had to make him feel better about this shell. We won't know that until everything comes to light, but I don't believe everything I read when it comes to this ticker anymore. 1.5 billion restricted shares have been on the books and in filings for over 10 plus years and they were just recently challenged that they should have even been issued in the first place! That just further proves my point that not all things are cut and dry with this stock. All in my humble opinion.
Good luck LDSR longs.
