TO ALL: Was the deal for Framepool done in shar
Post# of 736
(Total Views: 4418)
Posted On: 04/20/2017 4:32:52 PM
TO ALL:
No, absolutely not
All capital raised to "purchase" (make a down payment on a purchase of) Framepool, was done by way of private equity financing (Form D) at prices between .0002 and .0003 per share.
On December 18, 2015, the Company filed a Form D with the Securities and Exchange Commission to file notice of its intent to sell up to $400,000 in Common Shares pursuant to an exemption from registration of the offering under Regulation D.
On March 31, 2016, the Company issued 312,500,000 Common Shares for a cash investment of $62,500 and on June 28, 2016, the Company issued 255,000,000 Common Shares for a cash investment of $51,000 to the same investor, Anthony J. Scotti.
Subsequent private equity financing occurred to the tune of nearly $250,000 which, from my understanding was the CASH that BRSE used to make it's initial payment to purchase Framepool AG. Below you will see reference to a $110,000 figure. This $110,000 was an inter-company loan from CEO Petzel.
In the first quarter of 2017, the Company lent Framepool an additional $110,000 which was provided to the Broadside Enterprises by its Chairman on an interest-free loan basis.
Based upon the $1,579,543 provision made between Framepool AG and Broadside Enterprises, I hypothesize that THAT was the full purchase price in TOTALITY to eventually be paid to Framepool. No payments were due in 2017 and payments were scheduled to resume in 2018. Funding for the remaining balance owed Framepool would have arrived by way of additional equity (private placement capital raises)
On or about April 10, 2017, Framepool filed for insolvency in Germany. As a result, the Company has made a provision of $1,579,543 in these financial statements for any contingent liabilities pertaining to the Framepool transaction and has not consolidated its financial results with these financial statements as previously anticipated.
So the nutshell version is that NO COMMON SHARES were issued to Framepool as part of the "purchase" of 86.6% of the company. The funding for the initial payment to purchase Framepool came from the cash proceeds from prior private equity funding (Scotti Bros et. al), as well as proceeds raised from the subsequent $400,000 Max Form D filing.
These investors all own RESTRICTED shares at the .0002 and .0003 level and it is my understanding that they are very friendly to BRSE and have no concerns about their investment heading south.
As far as where Broadside Enterprises $BRSE stands at present, concerning Framepool - is ANYONE's GUESS.
When you read the annual report where it states "The Company is currently evaluating its legal position with regard to the Framepool transaction and will monitor closely the risks and opportunities of the German insolvency process of Framepool" - it certainly leaves an UNPLEASANT taste in one's mouth.
It's almost as if the CEO is suggesting that he wasn't aware of Framepool's indebtedness/liabilities when performing his Due Diligence on the company, and moved forward with the acquisition with cash raised from private equity participants.
However, knowledge of Framepool's debts could have been an opportunistic approach by CEO Petzel, knowing that once a portion of the acquisition took place for controlling interests of the company, then "the company" decided to file for insolvency - now wouldn't this mean that Framepool's debts would be extinguished, leaving behind a much stronger company with a clean balance sheet?
Those are my thoughts..
I hope that helps to answer your question.
I strongly suggest that any/all further questions concerning the company should be directed to it's CEO Christopher Petzel at cp@fierceentertainment.com
The contents of this post are all IN MY OPINION
$BRSE $BRSE
Quote:
Was the deal for Framepool done in shares to Framepool or did they sell shares to investors at 0002 and buy Framepool for cash?
No, absolutely not
All capital raised to "purchase" (make a down payment on a purchase of) Framepool, was done by way of private equity financing (Form D) at prices between .0002 and .0003 per share.
On December 18, 2015, the Company filed a Form D with the Securities and Exchange Commission to file notice of its intent to sell up to $400,000 in Common Shares pursuant to an exemption from registration of the offering under Regulation D.
On March 31, 2016, the Company issued 312,500,000 Common Shares for a cash investment of $62,500 and on June 28, 2016, the Company issued 255,000,000 Common Shares for a cash investment of $51,000 to the same investor, Anthony J. Scotti.
Subsequent private equity financing occurred to the tune of nearly $250,000 which, from my understanding was the CASH that BRSE used to make it's initial payment to purchase Framepool AG. Below you will see reference to a $110,000 figure. This $110,000 was an inter-company loan from CEO Petzel.
In the first quarter of 2017, the Company lent Framepool an additional $110,000 which was provided to the Broadside Enterprises by its Chairman on an interest-free loan basis.
Based upon the $1,579,543 provision made between Framepool AG and Broadside Enterprises, I hypothesize that THAT was the full purchase price in TOTALITY to eventually be paid to Framepool. No payments were due in 2017 and payments were scheduled to resume in 2018. Funding for the remaining balance owed Framepool would have arrived by way of additional equity (private placement capital raises)
On or about April 10, 2017, Framepool filed for insolvency in Germany. As a result, the Company has made a provision of $1,579,543 in these financial statements for any contingent liabilities pertaining to the Framepool transaction and has not consolidated its financial results with these financial statements as previously anticipated.
So the nutshell version is that NO COMMON SHARES were issued to Framepool as part of the "purchase" of 86.6% of the company. The funding for the initial payment to purchase Framepool came from the cash proceeds from prior private equity funding (Scotti Bros et. al), as well as proceeds raised from the subsequent $400,000 Max Form D filing.
These investors all own RESTRICTED shares at the .0002 and .0003 level and it is my understanding that they are very friendly to BRSE and have no concerns about their investment heading south.
As far as where Broadside Enterprises $BRSE stands at present, concerning Framepool - is ANYONE's GUESS.
When you read the annual report where it states "The Company is currently evaluating its legal position with regard to the Framepool transaction and will monitor closely the risks and opportunities of the German insolvency process of Framepool" - it certainly leaves an UNPLEASANT taste in one's mouth.
It's almost as if the CEO is suggesting that he wasn't aware of Framepool's indebtedness/liabilities when performing his Due Diligence on the company, and moved forward with the acquisition with cash raised from private equity participants.
However, knowledge of Framepool's debts could have been an opportunistic approach by CEO Petzel, knowing that once a portion of the acquisition took place for controlling interests of the company, then "the company" decided to file for insolvency - now wouldn't this mean that Framepool's debts would be extinguished, leaving behind a much stronger company with a clean balance sheet?
Those are my thoughts..
I hope that helps to answer your question.
I strongly suggest that any/all further questions concerning the company should be directed to it's CEO Christopher Petzel at cp@fierceentertainment.com
The contents of this post are all IN MY OPINION
$BRSE $BRSE
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