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downsideup

06/02/08 10:18 PM

#18270 RE: DonLeopoldo #18269

Shares outstanding haven't gone down. My math had something like 169 million shares outstanding in June 07. If September shows there are now 215 million, that is dilution of something like 45 million shares, which is about the amount that shows up on my trading desk as the volume in distribution over the last three weeks.

The convertible debentures that exist are in the form of two notes the old management signed with Tim Connolly. They were traded off to the new owners of TRNP as part of the complex transaction in which Connolly took ownership of Interactive Nutrition, and Viewpoint Capital got TRNP along with PWTC.

The ownership of the notes basically transfers major ownership of PWTC to TRNP, and with former management retiring, there really isn't any other interest in play here now. The notes were valued at $200,000 in the transaction, but there are two notes, one for $165,000 and another for $235,000, a total of $400,000. If you convert those notes to shares at the current price, you get a fairly massive number, like 1.33... billion shares... which requires adjusting the authorized, etc., but otherwise, is still a fairly meaningless number in terms of creating any value. It isn't a Carl Sagan number, anyway... although at $0.0001 it would be like 4 billion.

If you figure everything that shows up as recent distribution is all dilution, the 45 million shares only gets you $13,500, which seems pretty pointless. Not the kind of money you can operate the company on, even if you do have control of the company that allows that sort of dilution. That all leaves it looking to me like there is not much apparent potential for new management to make any real money off of owning this company unless they do something to fix it... or at least fix the share price. At this point, even to operate it as another dilution machine, they've got to put something more into it just to generate volume sufficient to make dilution worthwhile.

For me, it is news that there are still liabilities outstanding in the form of former employees thinking they are owed money. In reading through the old filings, it appears that the reason the prior management took on the debenture debt was in order to be able to pay salaries and keep employees on board. There is a rather specific exchange in the SEC filings re Mr. Jung, at least, in which it is made clear that he settled his accounts when he left, returning shares, warrants, options in favor of a cash payout. I haven't noted any other discussions in the filings re deferred or still unpaid salaries in the accounts payable ? My guess is that unless there are any written commitments, in the form of unfulfilled contracts, that any employees who still think they have claims are unlikely to get paid... if their claims weren't acknowledged by prior management and part of the financial reporting were seeing now?

I haven't looked at the financials with that in mind, so maybe its already there. I don't know. Still sounds like there aren't any outstanding issues worth anyone pursuing, anyway. Sue them for what you think is owed now, and, assuming you win any lawsuit, they'll pay you in shares. It is sort of in the nature of the risk in working for a bootstrapped start-up.

At this end of the market you can likely never discount the possibility that the deals made were made in the form of exchanges for "other" reasons, which we don't know about, which might have included some other favors or exchanges other than those we do know about... so maybe there isn't an effort in following through to fix it... and it just languishes ?

Still looks to me like Viewpoint has assembled a fairly useful, or potentially useful, portfolio of companies. I still expect they didn't do that in order to NOT do anything with them.

I do find it a tad amusing that the former IR guy now wants to diss PWTCs technology here. The key to finding value in tech, of course, has nothing at all to do with the level of sophistication or geekiness attained in out teching the other guys... it only has to do with solving the market problem as well as or better than they do. Doing a better job of identifying what the problem is gives you big advantages. To the degree that better in batteries means "sufficient function at a lower cost" the PWTC / Firefly approach is "right tech."

So, yes. I like PWTCs technical approach to the problem... not because it is the most cutting edge tech I've seen or been involved with... but because you don't make money from being on the bleeding edge of hot tech, you make money from solving the real problem better and cheaper. It still looks to me like there might be a lot more that can be done with what PWTC has if you do have the right serious tech heads look at it.

mvnalmn2

06/06/08 10:32 AM

#18318 RE: DonLeopoldo #18269

OK, 216MM OS & 750MM Authorized= .00001
No preferreds................
but I think I've seen tons of "debenture" statements in all of the loan PRs, etc, etc, etc.

Bill O>