InvestorsHub Logo
icon url

Divest

08/24/20 6:35 AM

#62109 RE: Buttercup5 #62107

Perhaps you should read the 10 K again. Let's simplify what is saying so that we all understand what happened.

1. How many shares did the exchange agreement remove from the OS?
From the 2019 10K: 


Under the Exchange Agreement, the Company purchased from Beechwood 113,700,000 shares of the Company’s common stock, $0.001 par value per share (“Common Stock”), in exchange for 1,277 shares of the Company’s 5% Series A Preferred Stock and a Stock Purchase Warrant (“Warrant”) to acquire 113,508,450 shares of Common Stock at an exercise price of $0.005 per share (collectively, the “Transactions”). The Warrant expires June 20, 2029.



If this was the only action it would have reduced the number of shares in the OS by 113.5 million shares however that same day the company allowed noteholders to dilute shares. Which brings us to our second question:

2. How many shares did the company dilute that the day?
  

Concurrent with the execution of the Exchange Agreement, holders of $574,250 aggregate principal amount of the Company’s 5% convertible promissory notes (“Notes”), including accrued interest, converted their Notes into 114,849,929 shares of Common Stock. The extinguishment of the notes and the related accrued interest for the shares of common stock resulted in a gain on extinguishment of $375,000 based on the closing price of the common stock as of the exchange date.



3. What was the net change in the OS?

Simple math will help us here:

114,849,929 shares sold minus 113,508,405 bought equals a 1,341,524 net increase in OS. All the above was reported in an 8k, Form 4 and the 2019 10 K
.

Now let's look at the debt settlement agreement more carefully. according to the 10 K, "holders of $574,250 aggregate principal amount...converted their Notes into 114,849,929 shares of Common Stock". What do you think that means? Obviously there was no a single debt holder who converted 114 .8 million shares, but multiple debt holders who individually owned various amounts of shares to convert that taken together amounted to 114,849,929 shares. So the company was not required to report each and every source of debt, just the total or aggregate amount which it did. You do know that the company files audited reports to the SEC each year, so the sort of discrepancy that you seem to be looking for, is precisely what the company's auditors would look for? Obviously the company has lost money in the past, but it is making money in the present, and if I an outsider looking at filings can find so answers so easily to your questions imagine, what an insider could do for you? You should direct your questions directly to the company, Darcy Klug is quite accessible, why not give him a call?