Kool Aid Man
17 hours ago
IF FY2024 is unaudited then auditing the last 2 years of previous management (2022-2023) seems rather pointless.
However, the audit DID reveal something never before disclosed ---that being "donations and share purchases" by Epidemiological Solutions Corp charity. ESC was created in 2020 purportedly created to assist with medical research. So how exactly did Spooz ever qualify for such magnanimous support?
As I pointed out yesterday, in 2020 ESC and it's CEO Ronnie Godeaux began making toxic convertible loans to another ticker (BIEI) with involvement by others also involved in Spooz (Goulding, Tynan, Blum). This PR from 3/16/2023 states--
"Epidemiologic Solutions Corporation, a public charity, is donating $150,000, for no consideration.
https://www.nasdaq.com/press-release/premier-biomedical-inc.-otc:-biei-now-known-as-premier-graphene-inc.-collaborates
However, that was apparently a lie. Their Q3 24 disclosure says nothing about "donatons." Instead it says--- NOTE 3 โ Promissory Note:
The company, Premier Holding Corp, ( the parent company )has a promissory note in total of $ 119,871 of which $ 100,335 represents (principal ) plus interest at 12% per annum, with $ 19,536 (accrued interest) payable as of September 30, 2024 due on the "Epidemiologic Solutions Corporation Note" dated March 23, 2023. The note is convertible into common shares. (last page https://www.otcmarkets.com/otcapi/company/financial-report/416481/content
Promissory and Convertible Notes:
IMO there's no reason to believe ESC's involvement in SPZI is not --in fact-- the creation of toxic convertible loans in charitable sheep's clothing. IF SO I think any future audit should go back to at least 2020 to expose any additional ESC involvement .
Kool Aid Man
19 hours ago
Park booked Bloxcross as a $25,275,978 "asset" in Q3. No one has ever said (a) how that extremely specific valuation was arrived at and by whom or (b) if that's for the whole company OR merely the undisclosed percentage of "majority ownership" Park claimed. If it's only slightly over half then that means they think Bloxcross was worth north of $50 million!!!
IF Blox is indeed ''unusable'' then that asset should be written off and removed.
IMO Park claimed he acquired 510 and Blox in large part simply to (a) get the shell risk warning removed and (b) funnel existing revenues from 510 Hamilton thru SPZI. However, presumably he can just as easily take 510 private again as he can't be out voted.
According to the fictitious financials, 510 Hamilton Street was acquired via Bloxcross. Now that Bloxcross has been deemed "unusable?" and with Diego Baez's stealthy departure, who really owns it?
Kool Aid Man
1 day ago
I invite you to carefully read the link I sent you as such things happen every day. *Death spiral debt refers to debt that can be converted to common shares, increasing the number of common shares and diluting the stock price of those shares.
*The type of bond or security that can cause the death spiral effect converts to predetermined VALUE instead of a set number of shares of common stock.
*The more these instruments are converted, the more shares are CREATED and the lower the share price will go.
*Ultimately a death spiral results and the company can be forced into bankruptcy
https://www.investopedia.com/terms/d/deathspiral.asp Virtually always toxic convertible notes are entered into by cash strapped tickers and their "take-the-money-and-run" managers. I've repeatedly seen loans of $25,000 literally destroy tickers by forcing them to authorize billions of shares and still not fully pay off the debt before bankruptcy or abandonment. These notes accrue interest which is also convertible into shares.
Lenders typically convert tranches of just under 10% (9.99%) of the debt they're owed. Shares are issued and dumped which increases the OS and drives down the price. Since the price has fallen they demand an even greater number of shares in their next tranche in order to "true up" the value of the debt still owed. Each tranche involves exponentially more shares as the price plummets. It doesn't matter what the A/S is...the lender can compel the company to raise it indefinitely to satisfy the debt. How? Because that's the terms of the contract management agreed to!
You mentioned ESC beneficiary BIEI being "maxed out. Check their Q3--
Total shares authorized:1,100,000,000 as of 09/30/24
Total shares outstanding 1,098,879,075 as of 09/30/24
As of today the AS is 1.2 billion and OS is 1,198,879,075-- both up 100 million.
Their Q3 stated "Notes payable convertible $227,073." And the last page states NOTE 3 โ Promissory Note:
The company, Premier Holding Corp, ( the parent company )has a promissory note in total of $ 119,871 of which $ 100,335 represents (principal ) plus interest at 12% per annum, with $ 19,536 (accrued interest) payable as of September 30, 2024 due on the โ Epidemiologic Solutions Corporation Noteโ dated March 23, 2023. The note is convertible into common shares
Their 2024 Annual Report is due Monday. I rather suspect Godeaux and ESC will have converted more shares. Often toxic lenders do additional conversions soon after financial disclosures so watch OTC for updates by the T/A[/color] https://www.otcmarkets.com/stock/BIEI/security
Lastly, Godeaux has been converting shares since 8/20/2020... ESC became tax exempt in 2020. On 9/2/2022 he converted $17k worth of debt for 99 million "discounted shares." On 3/23/2023 it was disclosed his ESC had loaned BIEI $135,430 @ 12% interest per anum. Q3 reported the accrued interest had grown to $51,322 ($186,752 total outstanding balance) so he obviously used ESC as a toxic lender years earlier.
Kool Aid Man
1 day ago
Toxic convertible notes are contracts which owners can use to legally compel a company to repeatedly increase their A/S and issue new shares to satisfy the debt owed. It doesn't matter if the A/S is ''maxed out''...the company will be forced to create more shares for as long as it takes. Read more--
https://www.investopedia.com/terms/d/deathspiral.asp
(This conversation is relevant on this board due to the same actors (Goulding, Blum, Tynan, Epidemiologic Solutions Corporation and its CEO Ronnie Godeaux all being mixed up in the following tickers)
IMO ESC is a charity operating as a quasi toxic lender. They give "donations as benefactors" to Goulding/Tynan/Blum related tickers (SPZI, GRPS, HALB, BIEI) then also purport to buy shares in those tickers. What is not disclosed is "who" these shares are purchased from and at "what discount" they were presumably purchased at. Randall S. Goulding is a convicted financial fraudster, ex-con and a highly crafty lawyer. This whole thing stinks to high heavens.
Ok.. but still waiting for you to explain how $BIEI can get toxic convertible donations from the Godeaux/ESC/Goulding non-profit when it already as maxed out shares. Which is what you said.
gshores
2 days ago
I believe it is all real, did they have some setbacks, that took longer then we all thought, yes. I own a business and have setbacks often, the key is to keep working, roll with the punches and donโt give up. I believe thatโs exactly what John parks has done. He has huge backing now and his commodities are on their way, with very impressive revenues. We all knew the goal was to uplist and the only way with this share structure would be a small reverse. I am very pleased with the way things are proceeding. Many donโt believe because itโs rare in otc land, but every so often it happens and those with conviction end up really hitting it big. To each their own but I have my shares.
Kool Aid Man
2 days ago
They're not "reducing the A/S"...they're INCREASING it as I explained here
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=175968870
As I said, Park has already created a billion new shares and dumped 98% of them. What makes you think he won't keep doing it? Hell, he can't even pay property taxes and utilities on 510 Hamilton where he lives, runs a restaurant, a daycare, a church and office for Spooz and his other ventures.
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=175969208
shotsky
2 days ago
They would not reduce that AS by over 60% if they planned to sell shares. There wouldn't be any to sell. But that isn't the reason for the RS anyway - it is to get the OS low enough to get the share price up to $4 which is needed to uplist. Simple math.
Dumb people dumping right now are idiots. But that's fine, I'm buying their shares. The trick with a valid RS is to have as many as possible BEFORE the RS, because afterwards, the share price will be 15 TIMES it was before the split. Buy 15M, reverse to 1M but SP X 15. Your portfolio value is unchanged.
It will only go up from there.
JP3E will have profit to buy shares, and that is all it will take to get it to $4. And, far beyond, I believe. I've seen a calculation where SP could be over $100/share by the end of 2026. I intend to find out. I have nearly 50M shares now, which will become over 3M after the split.
I ll be back
2 days ago
Say it isn't so!
As of this moment 98% of the 6.5 billion A/S is already issued and outstanding. After the A/S is dropped to 1.1 billion only 38.6% will be outstanding. If the current 6.5 billion A/S were reduced by the same 1-for-15 it would be 433,333,333... far less than the 1.1 BILLION (*cough cough*) "reduction" just announced. The purpose is a head fake to create more shares for the COMPANY to issue and dump.
Why would a company with record income (per filing) and such a huge increase in assets, need to create more shares?
Boy, glad I didn't run out and buy millions of shares in the last couple of days. By the way, wasn't someone going to school you??? 🤣