Healthier Choices Mgmt Corp (HCMC)

[killmaster6666]

First things first, I AM NO EXPERT! I just read as much as I can. Do not rely solely on what I post as your only stock buying advice. I have lost my share of money on the market, and am only doing my best to learn the world of stocks, as you people are. Do your own research, and make informed decisions.

Now that that is out of the way, here is my OPINION of what is developing.

the recent 8K leads me to believe they are gearing up to get out of the OTC and list on the NASDAQ. I will try my best to explain why I have arrived at this conclusion. I will source the filed SEC documents as evidence, but it will be paraphrased; read these documents yourself for a more comprehensive understanding. So here goes!

As we all know, VPCO just had a great Q3 report, and in that report they mentioned all the regular stuff, sales, expenses liabilities etc. However they also took the time to mention new product lines on the horizon.

"We have some great new products launching in the 4th quarter, for both our VaporX® line of personal vaporizers and our VaporX® Hookah Stix® brand of hookah flavored e-cigarettes, two new and fast growing segments of the personal vaporizer market. Most exciting is our branding update for our KRAVE brand which received great reviews at our recent showing at the NACS trade show in Atlanta. These improvements are expected to help our already successful brand gain incremental shelf space and market share."

Producing and Distributing new products takes a lot of investment in materials, payroll etc. But according to the Q3 report they only have $303,097 Cash on hand. This is not a lot and I imagine that much of this must be available for payroll and such, which doesn't leave much for product development. The only options they have are:

1. to get a bank loan, which on the OTC, comes with very high interest rates,

2. Issue convertible notes, which is essentially debt and/or dilution, depending on the Note purchasers.

3. To issue common stock as a means to raise cash. Let me remind you that All public companies do this, how else would their be stock for us to trade.

Dilution on the short term can be scarey, as the immediate effect is that it devalues all the shares, just like inflation does to money. So the initial reaction during this news was massive sell off, which was probably compounded by stop losses being triggered.

Anyhow, so they need cash, which my guess is for new product lines and NASDAQ listing expenses. They chose to sell shares, which for a Pump and Dump stock would equal a death spiral as hyrpowr so put. But we all know this company is real and growing, with financials to prove it.

They also stated that a large portion of convertible notes are being turned into stock, further diluting our shares. However on the flip side of this is that they are also removing a large amount of liabilities and future interest payments on those notes. It also tells me that the Note holders see the stock as more valuable than receiving interest payments; this is a good sign to me.

So, now the company is flush with cash, and has eliminated a large chunk of Debt, which leads us to the 8K they just filed. Here are the big points to take away from it, as far as i can see.

(These are Paraphrased)

1. Within 60 days after closing, the Company is required to effect a reverse stock split on its common stock.........the split ratio is required to yield an price per share of not less than 150% of the minimum bid price required to list on The NASDAQ.

(now why would this specific condition be there other than if they had intention to move to the NASDAQ)

2. Within 180 days after closing, the Company is required to reconstitute the Board....the Board shall consist of not less than five members, a majority of whom are required to qualify as an “independent director” as defined in NASDAQ Marketplace Rule 5605(a)(2) blah blah blah.

(again, hints strongly at shaping up to be on the NASDAQ

3. (THE MOST IMPORTANT OF ALL!!) As soon as reasonably practicable but not later than 9 months after closing, the Company is required to list its common stock on The NASDAQ Capital Market and up until such time as the listing is accomplished the Company is required to comply with all NASDAQ rules..etc etc.

(This flat out says, that the company MUST LIST TO THE NASDAQ!)

I have not read all the legal crap involved in the shares they sold, because it is very long. However, I have a hunch that in there somewhere, states that, in order for these investors to buy the shares, they require VPCO to get on the NASDAQ. Just a hunch.

Now to recap.

1. Awesome Financial report, with new products on the way
2. Money raised through Dilution, to fund company growth.
3. Large amount of Debt/Liabilities eliminated, via Note conversion.
4. 8K bluntly stating that the company is gearing up to list on the NASDAQ.

By its self, the dilution would be a bad sign. However, by adding up all the events, it looks to me as though this company is in rapid expansion and about to hit the big leagues on the NASDAQ. I am beyond excited about this companies future prospects, and was able to load up on shares when it dipped to 80¢.

We all may be witnessing the rare event of when an OTC stock breaks free and becomes something real. Good luck to everyone in their trading!