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Sunday, 05/10/2020 4:00:19 PM

Sunday, May 10, 2020 4:00:19 PM

Post# of 2517
Filings...a few observations.....

1) From an overall perspective, I was a little disappointed with the filings. I was hoping to see a much more detailed look at a number of items that would be of investor interest. These filings didn't provide much-needed clarity in a number of areas.

While reading through the filings, I kept getting the sense that somebody didn't put their best effort into these. "Sloppy work" and "rushed" are terms that probably best describe what I think.

But I guess these filings are better than nothing, and we will just have to work with what they give us.

2) This is an excerpt from post #1640.....

The filings should be interesting. One thing I will be curious to see is if Debra Swain still has control of the Trust that holds the 97M block of shares and whether any of those shares have been sold yet. If I recall correctly, back around ten years or so ago the Trust had entered into a financial agreement to sell the entire block to a well-known, successful criminal defense attorney in Canada for somewhere around $28M. That financial transaction never got completed and the Trust regained control of that block of shares.



The current filings don't reveal whether Debra Swain still controls the Trust (I assume she still does), but it does give us an idea of how many shares have been sold from that Trust in the last half a decade or so.

That Trust has had an almost death-like grip over the years on the 19+M shares that it controls. Since November 2014 (5 years and 3 months ago), it has sold a total of 100K shares.

3) Regarding the Four Seasons Trust, Ltd that owns the Preferred Series A shares: Here is some interesting information that I remember running across last year when I first started buying shares. Four Seasons is the entity/investor that provided the $2M in seed money that PRFCD used to demonstrate/test its algorithms in a live market/trading environment.

Like the Trust I mentioned in the previous item, the current filings do not mention who controls the Four Seasons Trust. But I will assume the control has not changed since 2014, which would mean Marsha Collins still controls Four Seasons. Collins is the person you see listed as the Director of Treasury on the BridgeRock Technologies website.....

https://bridgerocktech.com/team.html

If I recall correctly Debra Swain and Marsha Collins are sisters (or at the very least, very close relatives). I just did some back-of-the-envelope math here (adjusting the preferred conversion price to reflect the reverse split). If you do not factor in any of the convertible debt (which I will mention below), Swain and Collins currently have well over 80% ownership/control of PRFCD on a fully-diluted basis.

https://www.facebook.com/debra.swain.90

https://www.facebook.com/marsha.arviv/timeline?lst=100005387103327%3A659470964%3A1589137013

3) The two sections of the filings dealing with the convertible notes are pretty interesting. If I am interpreting things correctly, it looks like both the new and the old convertible note holders have basically agreed not to convert any of the debt until at least November 2022 or sometime in 2023.

The old noteholders will get a better interest rate and likely a significantly better conversion price. The conversion price on the old notes was $1 (adjusted for the split). This does create the potential for some negative manipulation of the share price prior to the OTCQB application approval.

But overall this might turn out ok for the company and the retail investors. I've never been able to determine who owns the old debt, but since they have been holding the debt for more than four years and have basically agreed to a three-year lock-up, my guess is that the noteholders will be generally supportive of the new management's plans.