WellTek (WTKN)

[wadirum1]

If you have read any of the OTC documents, you perhaps did not understand them. Here are some doozies from the 6/30 report:

On July 26, 2019, the Company issued 299,336,000 shares of common stock in conversion of $14,966.80.00 of a 2012 convertible promissory note. The shares were issued to Welltek Merger Sub, a Florida corporation. Welltek Merger Sub’s percentage of ownership was increased by the issuance to 90% from 80%. Welltek Merger Sub is a subsidiary of 10sion Holdings, Inc., a Florida corporation controlled by Kenneth D. Bland. The shares were issued in reliance on the exemption from registration under the Securities Act of 1933 provided by Section 4(a)(2) of that act. Conversion was at
a “conversion price” of $0.0005 per share, as provided in the promissory note.

(In other words, Ken Bland gave himself a whole boatload of shares in exchange for at $15K loan he purportedly made in 2012.)

The Company does not have operations. See, “B”, below. 10sion Holdings, the Company’s successor, plans to develop one or more petroleum refineries with a capacity of up to ten thousand barrels per day in Texas with the Permian Basin. 10sion Holdings is negotiating for financing and acquisition of land by lease or purchase for construction of the refineries. Stockholders have no assurance 10sion Holdings will be successful in acquiring financing and land for construction and, if
constructed, in successfully operating any petroleum refinery.

(In other words, this is a shell at all of the many levels.)

In the merger, the Company’s stockholders, other than Welltek Merger Sub, received 0.016853175 of a share of 10sion Holdings common stock [the shares of the Company held by stockholders other than Welltek Merger Sub prior to the merger will be converted into approximately one million shares of 10sion Holdings]; provided, that any fractional shares issuable to a holder of at least one whole shares shall be rounded up to the next whole share and any fractional share otherwise issued to a holder who owns no whole share shall be paid in cash in an amount equal to the number of shares owned prior to the merger multiplied by $0.005 which is the opening, high, low and closing price of the Welltek Incorporated’s common stock reported on OTCMarkets.com immediately prior to the acquisition of control of Welltek Incorporated by 10sion Holdings. As a result of the merger, 10sion Holdings is the successor to the Company. Effectuation of the succession of 10sion Holdings to the Company for purposes of the public market only is subject to announcement of the transactions by the Financial Industry Regulatory Authority.

(So, if I understand this tortuous language, as soon as FINRA approves people holding shares here will see an implosion in the number of shares they hold by a ratio of about 1 to 60. The key question is how much of this shell current shareholders will own. Shells have value, but not a whole lot, so the fraction owned by shareholders matters. So, the next part is key.)

Following the merger, Briken, LLC, a New Jersey limited liability company owned and managed by Mr. Bland, is expected to own thirty
million shares of 10sion Holdings, the Company’s successor, or 93% of 10sion Holdings common stock...

(So, today's current shareholders are going to end up owning only a small sliver of the resulting shell.)

(And, ooopsies, the shell is in fact a debt-ridden shell...)

Note 6 – Convertible Notes Payable
The Company has several outstanding convertible notes as follows:
Date issued Amount
5/12 $50,000
8/12 $325,000
2/13 $210,000
6/15 $220,000
5/15 $85,000
All the outstanding notes are non-interest bearing, and payable due on demand and convertible at the option of the holder into common shares at a conversion price at a discount of the market due to obvious risks
associates with the notes.

(It is not clear who holds these notes or why this money was purportedly paid to WTKN/10SION. But if it is a shell now, I guess that all that is left of these loans is the obligation to pay them back. And look at the impact that just $15K of debt conversion had!)

The Company increased our authorized common stock to 600,000,000 shares from 400,000,000 shares.

On July 26, 2019, the Company issued 299,336,000 shares of common stock in conversion of $14,966.80.00 of a 2012 convertible promissory note.

The Company’s shell status has changed since the previous reporting period: Yes: ? No: ?X

(And from the attorney letter...)

At one or more times since inception, the Issuer was through June 30 2019 a “shell company” as defined in Rules 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934. The Issuer's successor by merger of the Issuer into a wholly owned subsidiary of the successor company is engaged subsequent to June 30, 2019 in business as described in the Information Statement for the Six Months Ended June 30, 2019.

(And as near as I can tell, the "business described" is also a shell, so this is 3 layers of shells -- all debt-ridden.)

So, can you explain what about this you find so attractive? Please don't respond with more nonsense about CBD oils and micro-refineries. Why do you find this debt-ridden shell so attractive?