Replies to post #10670 on Tonner One World Holdings Inc (TONR)

[ki2002rom]

OWOO is a 'World Class Share Selling Scam' run by a self-proclaimed "World Class Management Team" utilizing the 'What In The One World' doll selling smoke screen.

It was never about the dolls. If it was, this OWOO crew of Joanne, Trent, Stacey and the rest of the lot have seen to it that it failed. The share price is .00004-.00005 pre-split, after the 1-750 RS AND increase in the AS.

Complete and total lack of performance. There should be NO NEED for paid IRP's, paid fluff PR's and interviews...absolutely NO NEED...if the crew had a record of performance. It would speak for itself. Yet greed and self-indulgence has reigned supreme.

[Voices of Reason]

correction to #5 - should read Robert Hines (not Wilson).

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Follow up on your thoughts:

1. $500k recently announced financing should show up as a "subsequent event", along with the terms of the financing to see how this compares to previous convertible debt issued. From the press release it has been promised to be on more favorable terms. For comparison purposes as a point of reference, the previous convertibles were done at a 40-50% discount to market pricing and had an interest rate ranging from 8% to 14%.

Those conversion ratios are fairly modest by comparison to others. My guess is they will not forgo the conversion, but will modify the interest to a 7% to 13% range. Since they will not service the debt from cash flow, what difference does it make to convert a couple more free trading shares?

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Additional follow up:

The remaining convertible debt from the last filing was about +/-$1 million. From the most recent press release the company has stated it intends to "reduce and eliminate" all of this debt using a portion of the $500k financing.

How can a company pay down $1M in debt with $500k? Do these doll playing grown ups understand that $1M-$1/2M = $1/2M?

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#3

As promised in the press release this debt reduction will potentially eliminating "millions" of shares being converted. From my analysis, the $1 million could potentially convert to about 5 million shares. Since the financing takes place after Dec 31 (end of the fiscal year), we will likely not see this eliminated due to this subsequent event, but we will get a more clear picture as to how much of the $1 million has already been converted since the last 10Q in September. From there, we can further substantiate if there are "millions" (of shares) left to be eliminated or if they have already been converted.

If the issuer intends to eliminate convertible debt with convertible debt, explain how that eliminates "millions" of shares.

We can see the conversions in the statement of shareholder equity and the cash flows.

Don't worry, they can hide, but they will get caught.

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#4

From the remainder (after debt reduction/elimination), we can then get a more clear picture as to how much of the $500k they can use for eliminating these obligations, and how much will remain for advertising and inventory build up, as promised in the press release.

If they plan on using $500k to reduce $1M in debt, how can there be any left over? There will be no left overs, and the debt will remain the same as the $500k to offset $500k will still leave "old" $500k, and "new" $500k, for a total of $1M.

Also,no working capital.

Who makes this stuff up?

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#5

Directors - I am hoping to see that they have booted Robert Wilson - Director, former CEO of SEC suspended EVSO - having him on the board is a liability for the company: https://www.sec.gov/news/press/2011/2011-120.htm

Boot him or not, you have a known pump and dump scam artists that will always be affiliated with this. For that, this will always be known as an illegal share selling scheme to fleece unsuspecting future shareholders.

http://www.sec.gov/litigation/complaints/2011/comp21953.pdf

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#6

Sales - we should have a solid quarter of sales to gauge how well they did. According to Trent in the latest press release, their "...rapidly expanding media coverage and online popularity of the Prettie Girls! brand" indicates that online sales have been flying off the shelves - the financials should reflect this optimism. I am not so convinced about the "rapidly expanding media coverage" - I must not have my google news alerts properly set up as I have seen just one press release since January.....We will also get a gauge for their margin/doll to forecast what it would take to eat into the $6.9 million in accumulated losses

First, they had zero revs last Q. Also their only asset was pre-paid consulting services. Most likely with shares. Even though FASB allows them to book that as a current asset because all those services are to be furnished in 12 calendar months from the periodic report. There are only $14,833 in long term pre-paids.

Printing paper to create artificial assets is bogus, even if it is allowable.

This Company has zero tangible assets, well $240,000.

$1.4M of the $3M in debt is derivative liability. Just discounting the conversion ratios. But there is a solid $1.6M in debt offsetting $240,000 in tangible assets.

When you look at the expenses, there is nothing they can capitalize on if they ever commercialize a doll.

Contract labor equals Inventory. Makes me wonder, if that eventually shows what might be an operating margin for the future. Which if it does, that would show a ops margin of 0.

Statement of Shareholder Equity tells the whole story now doesn't it:

Balance at June 30, 2013 (unaudited)
100,310,807 250,777 3,125,000 7,813 - - 200,000 200 2,732,518 (4,362,692 ) (1,371,384 )

Unissued Common Stock Issued (unaudited)
3,125,000 7,813 (3,125,000 ) (7,813 ) - - - - - - -

Common Stock issued for Services (unaudited)
72,200,000 180,500 313,000,000 782,500 - - - - 243,000 - 1,206,000
-
Common Stock issued for Debt Conversion (unaudited)
234,027,017 585,068 - - - - - - 652,480 - 1,237,548

Net Loss (unaudited)
- - - - - - - - - (2,539,873 ) (2,539,873 )
Balance at September 30, 2013 (unaudited)
409,662,824 $ 1,024,158 313,000,000 $ 782,500 - $ - 200,000 $ 200 $ 3,627,998 $ (6,902,565 ) $ (1,467,709 )

Look at all the shares issued for convertibles and services!!!!!!!!!

Share selling scheme!!!!!

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#6

Sales - we should have a solid quarter of sales to gauge how well they did. According to Trent in the latest press release, their "...rapidly expanding media coverage and online popularity of the Prettie Girls! brand" indicates that online sales have been flying off the shelves - the financials should reflect this optimism. I am not so convinced about the "rapidly expanding media coverage" - I must not have my google news alerts properly set up as I have seen just one press release since January.....We will also get a gauge for their margin/doll to forecast what it would take to eat into the $6.9 million in accumulated losses

First off, Jill Barard was not a big hit for the Barbie line at Mattel. Secondly, Barbie was not fiscally intelligent for selling the Malibu house during the real estate lull. Malibu has again risen to the top of the real estate market this year as the most expensive real estate local market in the US. The American Girl Doll model has already run its course. This issuer has no financial model. Just to make a doll and tell people it will sell is not a fiscally sound plan.

To note your "margin" forecast, I mentioned that in my prior post. If I extracted some highlights correctly, the margins are zero.

Lastly, the accumulated deficit might be at $6.9 M, however, the issuer has not listed a Tax Deferred Asst. Which means they are not confident that the company will "eat" into any portion of the $6.9M any time soon. And if they tried to book that Tax Deferred Asset when presenting the financials to the auditor, they refused to acknowledge it and forced them to take it out.

With that being said, I call "No Joy"!

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#7

Share buy back - the company financials should indicate any share buy backs completed as of Dec. 31.

This is a Nevada Corp. I will refer the Company and its shareholders to NRS (Nevada Revised Statutes) 78.288. A share buyback is a distribution. The issuer needs to comply with the statutes in the state it is domiciled. NRS has jurisdiction, and with no assets, tons in liabilities, losses, and no revenue, a share buyback is not a legal corporate action for this issuer. See NRS 78.288(2)

NRS 78.288 Distributions to stockholders.
1. Except as otherwise provided in subsection 2 and the articles of incorporation, a board of directors may authorize and the corporation may make distributions to its stockholders, including distributions on shares that are partially paid.
2. No distribution may be made if, after giving it effect:
(a) The corporation would not be able to pay its debts as they become due in the usual course of business; or
(b) Except as otherwise specifically allowed by the articles of incorporation, the corporation’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the corporation were to be dissolved at the time of distribution, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution.
3. The board of directors may base a determination that a distribution is not prohibited pursuant to subsection 2 on:
(a) Financial statements prepared on the basis of accounting practices that are reasonable in the circumstances;
(b) A fair valuation, including, but not limited to, unrealized appreciation and depreciation; or
(c) Any other method that is reasonable in the circumstances.
4. The effect of a distribution pursuant to subsection 2 must be measured:
(a) In the case of a distribution by purchase, redemption or other acquisition of the corporation’s shares, as of the earlier of:
(1) The date money or other property is transferred or debt incurred by the corporation; or
(2) The date upon which the stockholder ceases to be a stockholder with respect to the acquired shares.
(b) In the case of any other distribution of indebtedness, as of the date the indebtedness is distributed.
(c) In all other cases, as of:
(1) The date the distribution is authorized if the payment occurs within 120 days after the date of authorization; or
(2) The date the payment is made if it occurs more than 120 days after the date of authorization.
5. A corporation’s indebtedness to a stockholder incurred by reason of a distribution made in accordance with this section is at parity with the corporation’s indebtedness to its general unsecured creditors except to the extent subordinated by agreement.
6. Indebtedness of a corporation, including indebtedness issued as a distribution, is not considered a liability for purposes of determinations pursuant to subsection 2 if its terms provide that payment of principal and interest are made only if and to the extent that payment of a distribution to stockholders could then be made pursuant to this section. If the indebtedness is issued as a distribution, each payment of principal or interest must be treated as a distribution, the effect of which must be measured on the date the payment is actually made.
(Added to NRS by 1991, 1187; A 2001, 1369, 3199)

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#8

8. Preferred shares - there is quite a bit of confusion here - I suspect the company will clear up this matter to show that the preferred shares were treated equally to the common share reverse split (1:750).

There are some very old designations, can we get our hands on them?

http://nvsos.gov/sosentitysearch/corpActions.aspx?lx8nvq=Xx%252bPwfoZNXPK6f4%252fvq7E2A%253d%253d&CorpName=ONE+WORLD+HOLDINGS%2c+INC.

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#10

Management Ownership - it would also go a long way for investor confidence to show that management has acquired more shares during this lull in share price, to show other investors their confidence in the prospects of the company.

The only security ownership reports are 13gs from Magna and Asher. Both are convertible debentures conversions.

There are no Form 3s or 4s.

On the shares issued for services rendered on the last statement of shareholder equity, how many of those shares were issued to friends, neighbors, and cousins? You know they did not buy them. They were issued to them for consulting the company on what to order for take out at lunch time, or what bar to go to after hours. Great consulting gigs.