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Prudent Capitalist

04/05/19 2:09 PM

#17926 RE: pnwam1 #17924

They were reverse mergers into current and fully reporting SEC compliant shells, but the current holders of the shells did not end up with much of a stake. which is always the case. Here, with PMPG, even the 8-K filed by PMPG in early 2018 in connection with the supposed merger with the crypto currency and crypto mining company that never materialized expressly confirmed that the current PMPG common holders would end up with at most 10% of the equity in any resulting new capitalized entity.

Item 1.01 Entry into a Material Definitive Agreement.

On January 4, 2018, PREMIER PRODUCTS GROUP INC. (the “Company”) entered into a Letter of Intent (“LOI”) to acquire an operating cryptocurrency company (“Target Company”). Upon the closing, which is subject to a) final due diligence. B) required audit and financial filings by both parties, c) corporate actions to be completed (8-K’s, 10-K, 10-Q’s,Finra actions, etc), and d) final definitive agreement, the Target Company will become a 100% wholly owned subsidiary of the Company in exchange for an equivalent 90% of the capitalized Company.


https://www.otcmarkets.com/filing/html?id=12472539&guid=uo03UaDpH3mQ73h

That is how any reverse mergers into essentially worthless shells like this work. 10% would actually have been generous and more than usual, if there would have been any truth to the suggestion that an actual deal was afoot. There is very little value to shells like this one, and all the other entity wants is the publicly traded shell. With PMPG, we have seen several such deals announced, and in one instance PMPG announced that it had actually closed a deal with Satic, only to confirm in the 8-K above that it never had a final deal, much less closed the deal as previously PR'd the prior February.