BrewBilt Brewing Co (BRBL)

[lesgetrich]

It's possible that more shares have been converted since 8/15. However, it could also be largely explained by naked shorting, day trading and MM's doing their normal naked shorting to cover day traders and their own butts.

This company was essentially reborn on November 13, 2018 when Satel Group merged with Simulatus Corp. Satel paid off the Simulatus shareholders and took over management of the company and their financials became the historic financials for SIML...

SIML 06/30/19 10-Q

3. MERGER TRANSACTION

On November 13, 2018, the Company, and Satel Group Inc., a Nevada corporation, entered into an Agreement and Plan of Merger (the “Merger Agreement”) and completed a merger, whereby Satel Group merged with and into Simlatus, with Satel Group remaining as the surviving entity (the “Merger”). Upon the consummation of the Merger, the shares of the common stock of Satel Group extinguished and the stockholders of the Company were issued an aggregate of 1,086,592 of the Preferred Series A stock at a price of $1.79 per share and convertible pursuant the conversion rights as specified in the Articles of Incorporation for SIML. As a result of the Merger, the Company acquired the business of Satel Group and will continue the Simlatus business.

Because the prior owners of Satel Group, Inc.’s outstanding common stock owned more than 50% of the combined voting interest in the Company, on a fully-diluted basis, immediately following the merger, the Merger is treated as a “reverse merger” under the purchase method of accounting, with Satel Group, Inc. as the accounting acquirer. Accordingly, Satel Group, Inc’s historical results of operations replace Simlatus’ historical results of operations for all periods prior to the Merger and, for all periods following the Merger, the results of operations of the combined company will be included in the Company’s consolidated financial statements.

...At the time of the reverse merger, the company inherited roughly $800,000 in convertible debt. with various due dates. The last 10-Q (as of 6/30/19) shows $1,046,862 in convertible debt (minus discounts of $661,711) with a demand outstanding for conversion of a $150,875 loan. The company has been pretty transparent about their debt and has been diligent in issuing formal SEC disclosures as required. If a lender demands conversion of a note after the due date, management has to comply. There is no choice for the CEO other than to try to negotiate with the lender but the lender holds all the cards. We have seen, however that the company has paid off several of these convertible loans and is committed to paying off more before they convert.

Consequently, while I'm not yet prepared to recommend a buy, I think much of the criticism on this board is hysterical and unfounded.