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Sunday, July 24, 2022 8:41:04 PM
These filings will include:
A. 2 years audited financial statements of PMR for 2020 & 2021;
(These numbers were already provided in the S-1/A filing. Here they are again:
12/31/20 - Accounts Receivable balance - $107M
12/31/21 - Accounts Receivable balance - $323M
B. 1Q & 2Q 2022 unaudited financial statements;
As per the CEO's tweet on 7/21/22, we know the assets as of 5/31/22 were $414.4M. We do not know the liabilities but I presume they are not material.)
C. Proforma combined financials for the two entities;
(This is not important since NUVG's expenses, assets and liabilities are immaterial.)
D. A detailed company description; and
E. Executive compensation disclosures;
(These items were already provided in the S-1 filing.)
F. A description of the "exchange shares" to be paid by Nuvus Gro Corp to Pro Music Rights, Inc.
The "exchange shares" which $NUVG will issue to Pro Music Rights, Inc will either be Common, Preferred, or both.
(I think it will be a combination of both.)
Here's NUVG's Current Stock Structure:
Common - 66,945,290 OS and 400M AS (as of 7/18/22)
Preferred - 3,246,666 OS and 100M AS (as per NVSOS)
In the S-1, the CEO, Jake Noch has ~56% OS of Pro Music Rights, and the executives of the company have an additional 4% OS. A total of 60% OS. and the remaining 40% is Treasury Stock of the PMR corporation.
Therefore, I believe the exchange shares will consist of two components: Common + Preferred
A. 60% of NUVG Common authorized shares will be split 56% to Jake, and 4% to executives. (Just as they did at PMR since Jake wants 56% OS so he can keep voting and majority control of NUVG.), and
Plus..
B. X number of NUVG Preferred authorized shares of NUVG to be issued to Jake. There are currently ~97M Preferred which could be issued. I could not find a conversion rate in the old filings. In my example, I presume its 1:1 conversion and he receives 97M Preferred.
So, in total Jake (and PMR Executives) are receiving 240M Common (400M AS * 60%) plus 97M Preferred's for a total of 337M fully diluted shares.
Based on $414M in assets as of May 31, 2022 divided by 337M fully diluted shares equals a book value of $1.23. At a 2x book value multiple, that's $2.46.
We closed at $0.30 so there's lots of upside to get to $1.23 - $2.46 based on the assumptions I made in determining the exchange shares.
Since Jake has indicated (in a tweet) his shares are equivalent to being restricted, the low float of 5.4M shares would remain the same.
JMO
My posts are my opinion only. You should do your own due diligence before investing in any stock or take professional advice. I am not an investment advisor.
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