See that they finally got around to filing their Q2 financials at OTC Markets, but not yet the info statement.
(Really, I suspect that the only reason they ever actually file these things is to protect insiders against insider-trading pings when they want to dump.)
DMBM is still around & there's a whole mess of stuff which I see as consistent with DMBM and Medbridge agreeing to share the VG picnic.
Just picking through some of it:
1. Medbridge and DMBM came to an arrangement whereby DMBM agreed not to convert and dump shares from the debentures it holds beyond $90K per month worth in August thru October. MB would take shares from them at 10c, to make up the $90K, if DMBM wanted it to.
After October, DMBM can once again start converting and dumping its debentures, with the familiar price reset, now to the lower of $0.05 and a 30% discount to trailing VWAP. Come November - look out below! DMBM also gets to buy out vendor liabilities from VGLS worth $187K and convert and dump them on the same terms. Plus they get a reset on 4M+ warrants they hold but the reset price isn't stated.
DMBM also gets to participate in the Medbridge Venture Fund financing for $220K, but they can do it over 6 months, their debentures will have an 8% coupon and they will be due in 15 months.
My reaction: WTF???
First, not disclosing these arrangements to the market in a timely fashion is absolutely unconscionable.
Second, it all looks very cosy between MB and DMBM!
Third, the arrangement seems to have been designed to keep the share price from being crunched during its run-up over the last couple of months, during the period when Medbridge Venture Fund presumably was putting together the financing from its own and/or 3rd party resources - recalling that the terms of that financing delivered a guaranteed maximum conversion price of about 6c.
2. Obviously an important question is what's happening with the T&T settlement payments. On the original schedule, the final $450K payment is due on 1st Nov.
Recall that the last payment obligation was acquired by DMBM in a classic VG/DMBM move which would have allowed DMBM another avenue to dump supposedly free-trading shares at some profit margin. That worked for a month, with DMBM getting 10c shares to dump, but then ...
DMBM has not satisfied its $37,500 monthly payment obligation after the initial month to T&T and therefore the
Company has not issued additional shares to DMBM under this arrangement. Consequently the Company is currently
negotiating with T&T to modify the terms of the Convertible Debentures originally issued to them and remain
unsatisfied, of which $412,500 is outstanding and was due November 1, 2012, and $450,000 also remains outstanding
and is due on November 1, 2013, for a total gross obligation of $862,500.
By itself that looks kind of like DMBM is being shoved aside: their paper margin over fair value on the first month was "only" 40% rather than the eg 4X+ from previous DMBM dumps, and if VG is going to keep them to these levels maybe DMBM doesn't want to play. Of course, it leaves open the question of how VG is going to pay off T&T's $862,500. And taken in conjunction with the comments above, things seem very murky.
3. DMBM seems to get an additional convert & dump opportunity via payments owed to Myron Landin's JTL, which provides accounting etc services to VG:
At June 30, 2013, the Company is indebted to JTL for $94,750 in cash compensation and is obligated to issue common shares of
the Company and VGE in the aggregate amount of $96,000 in stock based compensation for 2012 and the six months
ended June 30, 2013 as provided in the agreements. The Company issued a convertible debentures bearing interest at 1%
per annum due April 2013 and aggregating $94,750 which can be converted to common shares of the Company at $0.10
per share. In August 2013, JTL and DMBM entered into Note Purchase agreements obligated DMBM to make a series of
monthly bi-monthly payments commencing in August 2013 through March 2014.
