$TXHD #ASPIRE https://www.sec.gov/Archives/edg
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Posted On: 11/14/2017 2:07:23 PM
$TXHD #ASPIRE
https://www.sec.gov/Archives/edgar/data/89707...orm8-k.htm
MARKET AWARENESS GROUP
Market Awareness Group (MAG) LLC is an intellectual property management company based in Las Vegas, Nevada with operations in Makati, Philippines and Alicante, Spain.
We license unique intellectual property assets to companies in various industries such as advertising, gaming, travel, hospitality, sports, and entertainment.
We help raise initial funding for startups by matching them with strategic long-term investment opportunists. We operate on a global basis in key digital markets around the world.
TEAM
Thomas DiBenedetto
Tom is the Founder and President of Boston International Group since 1983. Tom serves as a Vice President of Boston Biomedical Research Institute, Inc. He is also an Advisor at Route 2 Digital, LLC. He has also been the President of Junction Investors Ltd., an international investment-banking firm since 1991. Tom has been a Managing Director of Olympic Partners, a real estate investment firm, since 1982. He is a partner in Fenway Sports Group, which owns the Boston Red Sox and Liverpool, among other sport properties. He served as the Chairman of A.S. Roma S.P.A. He serves as Chairman of Jefferson Waterman International, a firm that provides Washington representation as well as political and strategic consultation for foreign governments and multinational corporations. He serves as Chairman of Burst LLC, a mobile video technology company. He has been a Member of Advisory Board at Back9Network, Inc. since October 2014. Tom served as a Director of National Wireless Inc. He served as Director of Showscan Entertainment since 1993. He is also an investor with Mark Cuban in Copley Systems, an early warning system for students at risk. He has a Master of Business Administration from Wharton School, University of Pennsylvania and a Bachelor of the Arts with honors in Economics from Trinity College in Hartford, Connecticut.
I would click the link
http://www.goal.com/en-gb/news/3276/serie-a/2...out-thomas
Elmer Robles
Elmer Robles has more than 25 years of advanced technology development expertise. His accomplishments include creating avionics software for the F-22 Raptor; inventing the visual language used in DIRECTV’s Supplier Management System; managing more than 50 multilingual software engineers at the European Union Intellectual Property Office (EUIPO); writing whitepapers and developing prototype systems that incorporate the use of standard identifiers in the Creative Industries (e.g. ISAN, ISRC, ISNI.); founding a European startup (www.encienda.com) that was showcased at the 2006 Innovate!Europe in Zaragoza, Spain, and at the 2008 World Investment Conference in La Baule, France. He has extensive experience in business analysis, system architecture, and intellectual property management systems in the fields of film, television, music, advertising and gaming. Mr. Robles has a Bachelor's degree in Computer Science from the University of California at Berkeley.
Jim Hunter
Jim Hunter is President of Las Vegas International Cricket Ltd. He specializes in event promotion, development and coordination with emphasis on professional sporting events for more than 25 years.
Mr. Hunter’s unique experience in and knowledge of the sports industry is wide-ranging and includes operations, marketing, media relations, domestic and international broadcast licensing rights, venue and athlete negotiations, among other aspects.
Mr. Hunter’s clients encompass venues, promoters, managers and world champion boxers. His long-term accounts include Don King Productions, Cedric Kushner Promotions, the Las Vegas Hilton, the City of Las Vegas and the University of Nevada Las Vegas College of Fine Arts.
Mr. Hunter has been involved with events at more than 70 hotel-casinos, plus a number of other venues in more than three dozen states and multiple countries. Mr. Hunter is an award-winning journalist and earned bylines in major newspapers such as the New York Times and the Los Angeles Times. He has contributed to the Associated Press, Reuters and Sports Illustrated.
Robert Winston
During his 35 years on Wall Street, Robert Winston held positions in sales, marketing, trading and as an investment banker to Institutional and high net worth clients. Some of the firms with which he has served tenure include Oppenheimer & Co., Shearson Lehman Brothers and EF Hutton. During the late 1980s, Robert was co-founder and Managing Director of Euro Financial BV, a fully licensed (CFTC and Dutch Financial Association) commodity futures management and trading company headquartered in the Netherlands. Since the mid 1990s, he has been an investment banker to both public and private companies in the technology and entertainment sectors. From 1994 to 1996 Robert was the Senior Executive Vice President of New City Pictures Inc., which developed and successfully executed creative marketing concepts within the feature film industry. From 2000 until 2002 Robert was a co-founder and Managing Director of Uranus Entertainment, a vertically integrated entertainment company. Since January, 2003 he has been active in a number of areas, including investing in or consulting to private and public companies in the entertainment and technology sectors. Robert has a BS Degree in Accounting and Finance from Fairleigh Dickinson University.
Global Capital Ventures
WHO WE ARE
?
Global Capital Ventures, Inc.(click here)
s a group of highly experienced investment professionals dedicated on a sector-by-sector basis to providing expertise to start-ups and mid cap companies.
Pre IPO, most companies cannot afford the necessary ingredients to succeed such as legal, marketing, sales, and investment banking. We take select investment opportunities and significantly add value to the capabilities of management.??
Our Philosophy(click here)
GCV is dedicated to finding capital for projects and technology which can slow and possibly reverse the imminent global economic catastrophe and answer other needs of society. There is no question that our quest can be profitable, equitable and ecologically successful. As well, we are interested in enterprises with sound business plans and experienced sound management.
?
Investment Criteria(click here)
Our clients meet the following criteria:
1. Unique approach to technology, cost and quality
2. Cooperative, qualified management
3. Demonstrated Need
4. Global Capital Market
5. Scalability
?The Board of Advisors is composed of a group of men and women who have worked together on at least one deal and in some cases as many as five deals. Most are experienced investment bankers, lawyers and some are licensed by the U.S. Securities and Exchange Commission (SEC), and members of the Financial Industry Regulatory Authority (FINRA) and Securities Investor Protection Corporation (SIPC). Some of the advisors are licensed broker dealers in their foreign jurisdictions others were licensees of the Small Business Administration. All have many years experience in the business of raising capital, introducing business to capital sources, and preparing businesses to be ready to receive due diligence scrutiny in preparation for receiving capital.
In addition, many of the men and women on the board of advisors are friends, they have all met at least one other member of the board of advisors and they are located in diverse geographic regions in order to service the entire world, find worthy deals and find capital resources as close as possible to the proposed operating location for those deals. While the number of members of the board of advisors is limited, it is open to each advisor recommending other qualified members.
The board of advisors s not the same as a board of directors, they do not have any liability or control over the company’s activities, nor are they owners of the shares of the company in most cases and cannot be considered shareholders unless specifically disclosed.
The object of the members working together is to add their knowledge and experience on an as needed basis to the deals they are working on the outside and the deals they are working on within the company.
The link will take you to the page. clicking on the names will take you to a Bio of each one. I will posts Peter Lusks.
https://gcfadvisors.weebly.com/board-of-advisors.html
Peter Lusk (in honoreum)
Christopher Klink
Len Connell
?Alan Morell
Joseph Griffin
Scott Lafata
Jeffrey Friedland
Kenneth August
Marty Waldman
Michael S. Pratter
Bob Winston
?Nigel White
Jacques Pauw
Cyrus Bharucha
Candy Binnings
NEW YORK
PETER LUSK INVESTMENT BANKING INSTITUTIONAL EQUITY- NEW YORK
?2009 - Present - Carpe Diem Commodities, LLC – Managing PartnerGlobal Capital commodity trading partnership with Jackson Eisenpresser (ex Middle East coverage specialist for Goldman Sachs and NM Rothschild), in affiliation with major Middle Eastern royal-family trading company.
2005 – Present - Rexon Ltd, Managing Partner, Co-founded by Managing Partner Arthur Reynolds in 2000Mr. Lusk’s role is senior partner, coordinating investment banking and commodity trading activities since joining in 2005. The third partner, Miles Clark, joined in 2009 and is the Managing Director of the day to day operations of the Commodity Trading Division. Rexon specializes in introducing primarily non-UK companies to the UK and EU capital markets, with historic specialty in the AIM market; as well as in international, physical commodity trading, putting buyer and seller mandates together, and arranging commodity credit financings.
2005 – 2009 CDG Holdings, Ltd. (Bermuda) - President & DirectorFounded and funded, Bermuda Company intended to be financed by an AIM IPO as a “blind pool / blank check” company. Two NOMADs (i.e., AIM underwriters) unable to complete target financing due to continuing deterioration of the financial markets and especially the hedge fund industry. CDG Holdings’ business model was to be a monetizer of minority revenue interests in carefully selected, medium-sized hedge funds; project presently on hold.
1997 – Present - Carpe Diem Capital, LLC – Founder, Chairman & CEOSpecializing in the structuring and marketing of a range of hedge-fund derivative products. In 2001 merged with similar activities of First International Group (Bermuda) a specialist in structuring and financing reinsurance vehicles for hedge-fund managers.
2001 – 2005 WLRoss & Co, LLC – Vice ChairmanFocused primarily on asset gathering; also responsible for marketing, client liaison and product development. Structured and marketed Absolute Recovery Hedge Fund LP and .LTD (2001); WLR Recovery Fund. II (2002); Japanese Real Estate Recovery Fund and Taiyo Fund (2003); marketed and closed first round of IPE Expansion Fund (2004).
1976 – 2000 - Forstman Leff Associates - Chief Operating Officer (1989 - 1997) & Director of Marketing & Client Services (1976 — 2000)Responsible for all aspects of daily management and supervision, as well as all marketing strategies and material, along with design and implementation of presentations to prospective clients. Created hedge funds and developed marketing program for both domestic and off-shore funds. Worked with President to recruit, hire and manage domestic institutional sales; assisted in creation of private equity fund of funds.
Initiated and personally negotiated acquisition of FLA by GPG, plc, in 1986, the reacquisition of FLA from GPG in 1989; and subsequent resale to Refco, Inc. in 1997.
1974 — 1976 Federal Loan Corporation — Co-Founder & Chairman of the BoardActive in all phases of client development, loan funding, agency relationships and corporate expansion, concluding in sale of company portfolio to the US Government agency that had extended loan guarantees on same.
1972 — 1974 EF Hutton — VP, West Coast Corporate Finance DepartmentActive in public and private financings for West Coast companies; tax shelter financings; pioneered in marketing SBA guaranteed loan segments, initiated by Government Guaranteed Securities Corporation and sold by EF Hutton to institutional investors.
1962 - 1972 Lehman Brothers General Partner & Manager, Los Angeles (1968 - 1972)Responsible for West Coast corporate finance, new business activities and supervision of Los Angeles office. Co-Founder & Vice President, Lehman International (1966 — 1968) Active in Euro-dollar convertible bond offerings for U.S. clients; AID guaranteed loans for Latin American projects; foreign government debt financings; financing for Export / Import Bank and Inter-American Development Bank. Corporate Finance Department (1962-1968). Specialized in airline equity and convertible debenture financings; also active in all phases of corporate finance; Public Offerings; S-1 registration statement preparation; SEC regulations; private placements; Manager of New Business Department and Partner Solicitation Coordinator.
Education:
Yale and Harvard Business School MBA
Representative Clients
Carpe Diem
Recommendations for Legal Services
?Global Capital Ventures as consultants to Klink & Klink, a national law firm, provided strategy and advice that allowed all of GCV microcap client companies to eliminate or reduce the amount of “ Toxic Debt” or” Death Spiral Financing” they were dealing with. This is explained below. GCV will provide references from D.E.O.’s they represented who will substantiate these claims. In those case the share price of the companies that followed GCV advice increased in value and or the companies became healthier. See letters of reference and press releases in NEWS AND PRESS .
We handle a wide range of matters that require strateging with and recommending to a number of highly skilled law firms and lawyers involving banking and creditors’ rights, debtors rights, public and private corporations, business torts, contractual, corporate, intellectual property, libel, media, professional liability, real estate, securities, white collar criminal defense. The firms it introduces to its clients have represented large commercial enterprises including a number of Fortune 500 companies, investment banking companies, charitable trusts and corporations, political parties, major internet television networks, publicly traded companies, small business enterprises and individuals.
Clients turn to us to organize small entrepreneurial businesses; to maneuver through a sale of assets; or to complete large acquisitions. We offer business advise as an alternative to legal advice and representation. The common element in the representation of all of our clients is the importance placed on understanding each individual client’s business and business objectives. Accordingly, we are able to provide valuable business counseling as well at an effective cost and we can guide the lawyers it recommends to take a common sense business approach rather than a strictly legal based approach. .
Areas of Expertise
Selection of Business Entity and State of Organization
Selection of the appropriate law firm and lawyers
Entity Formation
Corporate Charter and Bylaw Issues
Shareholder and Voting Agreements
Capitalization Structure Issues
Employment Agreements, Consulting Agreements and Noncompetition Agreements
Compliance With Corporate, Partnership, LLC and Trust Law
Conduct of Board of Director and Shareholder Meetings
Corporate Governance Issues
Contract and Licensing Disputes
Real Estate Contract and Development Disputes
Asset Protection
Lender Liability Claims
Commercial Construction Claims
Business Torts, including Disputes Over Competition and Fraud Claims
Toxic debt remediation
?Convertible Financing
Death spiral financing
Death spiral financing is a process where convertible financing used to fund primarily small cap companies can be used against it in the marketplace to cause the company’s stock to fall dramatically and can lead to the company’s ultimate failure.
Many small companies rely on selling convertible debt to large private investors to fund their operations and growth. This convertible debt, often convertible preferred stock or convertible debentures, can be converted to the common stock of the issuing company often at steep discounts to the market value of the common stock.
Under the typical “death spiral” scenario the holder of the convertible debt initially shorts the issuer’s common stock which often causes the stock price to decline at which time the debt holder converts some of the convertible debt to common shares with which he then covers his short position. The debt holder continues to sell short and cover with converted stock which along with selling by other shareholders alarmed by the falling price continually weakens the share price making the shares unattractive to new investors and can severely limit the company’s ability to obtain new financing if the need arises.
An important characteristic of this kind of convertible debt is that it often carries conditions like a quarterly or semi-annual reset of the conversion price to keep the conversion price more or less close to the actual stock price. But a lower conversion price also increases the number of shares that a bond holder gets in exchange for one bond, increasing the dilution of existing shareholders. A lower price reset can also force investors that have set up a long CB/short stock position to sell more stock (“adjust the delta”), creating a vicious cycle, hence the nickname death spiral.
The companies that are willing to agree to financing on these terms are often desperate and could not obtain funding through any other means. The terms, though viewed by some as onerous, give the lender a potential way to recover their debt regardless of what happens to the shares of the company. The lender would have a potentially greater gain if the shares were to increase in value but if they do decrease in value, there is some protection. If this were not the case they would probably not be willing to lend the money given the poor risk profiles of the companies interested in this type of financing.
Toxic Loan Relief
The firms focus in addition to obtaining fair and equitable financing for its clients, is in toxic loan relief. Companies can contact our company for either recommendation to legal firms for representation in the state of their incorporation or in a state where they do business, or a state where they are being sued by toxic loan lenders. If you are such a company contact the company at the Las Vegas Office and discuss with one of our representatives the possible retention of Global or a law firm to represent your company and protect your rights. The companies should be a small cap public company, who has borrowed money on a convertible debt basis and wishes to be informed of their rights, prior to or after receipt of conversion notices from the lenders. There will be no fee for the first consultation, but no representation will be assumed until a formal written retainer letter is entered into executed by one of our board of advisors and or a legal retention agreement signed by one of our recommended law firms or attorneys.
?Clients
The company represents or represented clients located in all of the states of the United States, Canada, South America, Mexico, South Africa, Europe and Asia.. Most of the firm’s corporate clients are based all over the world.
Following is a representative group of the firm’s current and past corporate clients:
Textmunication
Honest Owl Works Co.
I-mobile Solutions
Premier Biomedical Inc {BEBI)
?Sparta Commercial Services Inc (SRCO)
Textmunications Inc
Global Capital Financial Advisors
Players Network Inc. (PNTV)
Green Leaf Farms Holdings Inc.
Propanc Health Group Corporation (PPCH)
TecVegas Inc.
WesternWorld Inc.
Bank of Beverly Hills
John Stuart Productions
William Levenson
Antoney Newley
Total Experience Records
Bumbles Club
RealVegas TV
WeedTV
Rocky Mountain Industries
Northstar Minerals Inc.
Interstate Oil Co.
Cyclo International Chemicals Inc.
National Chemical Corporation
Veratron
Vertical Acceleration Inc.
CoVest Financial Services Inc.
Nature’s Plus Inc.
Canaveral Capital Corporation
Lidworks and Brand Acceleration
Creative Management Partners
?ResourcesStatutes
GCV is pleased to provide our visitors with the following select legal and general resources. Please click on ‘Statutes’ for copies of commonly referenced Nevada and New York and California state statutes, or go to ‘Links’ for a collection of useful Internet tools and information sources on a variety of subjects.
Nevada Statutes
New York Statutes
California Statutes
Florida Statutes
Illinois Statutes
Massachusetts Statutes
Texas Statutes
Links
GCV is pleased to provide our visitors with the following select legal and general resources. Please click on ‘Statutes’ for copies of commonly referenced Nevada and New York and California state statutes.
OPPORTUNITIES
?Quiptel(click here)
Having invested 5 years in R&D and successful pilot deployments around the world Quiptel has achieved multiple patents for its adaptive technologies and is now at the forefront of a dynamic and fast growing sector. We set out to revolutionize the future IPTV and OTT delivery landscape with server and cloud-based solutions that bring our clients’ businesses unparalleled benefits with exceptional quality, greater consistency, faster output and lower cost of delivery.
iSign Media Corp(click here)
iSIGN Media Corp. is a Global leader in multiplatform location based messaging solutions that utilize Bluetooth, Mobile, WiFi and Location-Aware technologies to deliver permission-based consumer messaging in an innovative and cost effective way to engage shoppers at the point of sale. The resulting business intelligence and real time analytics, gathered through iSIGN's patent-pending consumer awareness platform, deliver insights into emerging behaviors and profiles that help businesses measure their marketing and advertising efforts and make better informed decisions to increase sales, customer loyalty and ROI.
Dynavision(click here)
Discover how Dynavision technologies leads the way in high performance athletics, vision training, rehabilitation, injury prevention, cognitive processing, concussion return to play, explosive reactive training and much more. It’s the most sophisticated, motivational, stimulating and competitive training equipment in existence. All programs are scored, dynamically measured, stored, displayed, and fully customizable. We invite you to jump in and learn about the exciting new world of Dynavision™!
Hawaii Professional Baseball League(click here)
hawaiistarsprobaseball.com / mauiprobaseball.com
As a result of the founder Robert J. Young’s ownership experiences, increased investment capital, and acumen developed in the baseball industry and in Hawaii, he believes opportunities now exist to expand and own multiple franchises create the Hawaii Professional Baseball League with teams in Maui, Hawaii, Oahu, and Kauai.
SIL - Space Information Laboratories(click here)
Develop, design, and integrate technological solutions that enable the Nation's goals of Global Space Based Range, Operationally Responsive Space, Autonomous Flight, and Navigation Systems
Interorbital Systems(click here)
Interorbital Systems (IOS), a rocket, satellite, and spacecraft manufacturing company, was founded in 1996 by Roderick and Randa Milliron. It is located at the Mojave Air and Space Port in Mojave, California. The company carries out its operations at facilities consisting of a 6,000-square-foot office/prototyping/manufacturing center and two private rocket engine test sites.
Veratron Inc.(click here)
The world’s first voice authentication processor for board level integration, which enables seamless trust between users, devices and the network. We deliver seamless, accurate and user-friendly digital security products to customers and their network devices, and in the process, improving the customer experience while reducing service costs and risk.
Brand AccelerationLidWorks™(click here)
Brand Acceleration, LLC division, utilizes a patented in-lid promotional concept to drive consumer activity, awareness, and interaction with brands, retailers, quick-service businesses, theaters, and any other venue that serves fountain beverages. The business plan document provides an overview of the products and a market plan for the current launch of the Lid and complementary services associated with our planned roll out in 2012-2013.
TecVegas(click here)
The Las Vegas Southwestern Tech Triangle (re-named - TECVEGAS) Is the most recognized gateway to the future in Technology, Aerospace, Education, Business Development, Media, Health, Research, Communications, Transportation and Leisure.
Genfomax(click here)
GenforMax L.L.C. is the company that makes human knowledge serving its customers. Run by professionals with 20 plus years of experience, with broad vision and industrial grade software development expertise. Led by Alex Titomirov, Ph.D. an experienced businessman and a scientist, who has built his first company InforMax, Inc. from $175,000 friends and family round of investment to over $1 bn market cap company in 8 years.
Endeavour Institute(click here)
The Endeavour Institute is a non-profit organization dedicated to implementing a new education paradigm within our schools. It has developed a STEM education methodology that augments the Inquiry Model with project-based, learn-by-doing simulations and real problem-solving opportunities.
https://www.sec.gov/Archives/edgar/data/89707...orm8-k.htm
MARKET AWARENESS GROUP
Market Awareness Group (MAG) LLC is an intellectual property management company based in Las Vegas, Nevada with operations in Makati, Philippines and Alicante, Spain.
We license unique intellectual property assets to companies in various industries such as advertising, gaming, travel, hospitality, sports, and entertainment.
We help raise initial funding for startups by matching them with strategic long-term investment opportunists. We operate on a global basis in key digital markets around the world.
TEAM
Thomas DiBenedetto
Tom is the Founder and President of Boston International Group since 1983. Tom serves as a Vice President of Boston Biomedical Research Institute, Inc. He is also an Advisor at Route 2 Digital, LLC. He has also been the President of Junction Investors Ltd., an international investment-banking firm since 1991. Tom has been a Managing Director of Olympic Partners, a real estate investment firm, since 1982. He is a partner in Fenway Sports Group, which owns the Boston Red Sox and Liverpool, among other sport properties. He served as the Chairman of A.S. Roma S.P.A. He serves as Chairman of Jefferson Waterman International, a firm that provides Washington representation as well as political and strategic consultation for foreign governments and multinational corporations. He serves as Chairman of Burst LLC, a mobile video technology company. He has been a Member of Advisory Board at Back9Network, Inc. since October 2014. Tom served as a Director of National Wireless Inc. He served as Director of Showscan Entertainment since 1993. He is also an investor with Mark Cuban in Copley Systems, an early warning system for students at risk. He has a Master of Business Administration from Wharton School, University of Pennsylvania and a Bachelor of the Arts with honors in Economics from Trinity College in Hartford, Connecticut.
I would click the link
http://www.goal.com/en-gb/news/3276/serie-a/2...out-thomas
Elmer Robles
Elmer Robles has more than 25 years of advanced technology development expertise. His accomplishments include creating avionics software for the F-22 Raptor; inventing the visual language used in DIRECTV’s Supplier Management System; managing more than 50 multilingual software engineers at the European Union Intellectual Property Office (EUIPO); writing whitepapers and developing prototype systems that incorporate the use of standard identifiers in the Creative Industries (e.g. ISAN, ISRC, ISNI.); founding a European startup (www.encienda.com) that was showcased at the 2006 Innovate!Europe in Zaragoza, Spain, and at the 2008 World Investment Conference in La Baule, France. He has extensive experience in business analysis, system architecture, and intellectual property management systems in the fields of film, television, music, advertising and gaming. Mr. Robles has a Bachelor's degree in Computer Science from the University of California at Berkeley.
Jim Hunter
Jim Hunter is President of Las Vegas International Cricket Ltd. He specializes in event promotion, development and coordination with emphasis on professional sporting events for more than 25 years.
Mr. Hunter’s unique experience in and knowledge of the sports industry is wide-ranging and includes operations, marketing, media relations, domestic and international broadcast licensing rights, venue and athlete negotiations, among other aspects.
Mr. Hunter’s clients encompass venues, promoters, managers and world champion boxers. His long-term accounts include Don King Productions, Cedric Kushner Promotions, the Las Vegas Hilton, the City of Las Vegas and the University of Nevada Las Vegas College of Fine Arts.
Mr. Hunter has been involved with events at more than 70 hotel-casinos, plus a number of other venues in more than three dozen states and multiple countries. Mr. Hunter is an award-winning journalist and earned bylines in major newspapers such as the New York Times and the Los Angeles Times. He has contributed to the Associated Press, Reuters and Sports Illustrated.
Robert Winston
During his 35 years on Wall Street, Robert Winston held positions in sales, marketing, trading and as an investment banker to Institutional and high net worth clients. Some of the firms with which he has served tenure include Oppenheimer & Co., Shearson Lehman Brothers and EF Hutton. During the late 1980s, Robert was co-founder and Managing Director of Euro Financial BV, a fully licensed (CFTC and Dutch Financial Association) commodity futures management and trading company headquartered in the Netherlands. Since the mid 1990s, he has been an investment banker to both public and private companies in the technology and entertainment sectors. From 1994 to 1996 Robert was the Senior Executive Vice President of New City Pictures Inc., which developed and successfully executed creative marketing concepts within the feature film industry. From 2000 until 2002 Robert was a co-founder and Managing Director of Uranus Entertainment, a vertically integrated entertainment company. Since January, 2003 he has been active in a number of areas, including investing in or consulting to private and public companies in the entertainment and technology sectors. Robert has a BS Degree in Accounting and Finance from Fairleigh Dickinson University.
Global Capital Ventures
WHO WE ARE
?
Global Capital Ventures, Inc.(click here)
s a group of highly experienced investment professionals dedicated on a sector-by-sector basis to providing expertise to start-ups and mid cap companies.
Pre IPO, most companies cannot afford the necessary ingredients to succeed such as legal, marketing, sales, and investment banking. We take select investment opportunities and significantly add value to the capabilities of management.??
Our Philosophy(click here)
GCV is dedicated to finding capital for projects and technology which can slow and possibly reverse the imminent global economic catastrophe and answer other needs of society. There is no question that our quest can be profitable, equitable and ecologically successful. As well, we are interested in enterprises with sound business plans and experienced sound management.
?
Investment Criteria(click here)
Our clients meet the following criteria:
1. Unique approach to technology, cost and quality
2. Cooperative, qualified management
3. Demonstrated Need
4. Global Capital Market
5. Scalability
?The Board of Advisors is composed of a group of men and women who have worked together on at least one deal and in some cases as many as five deals. Most are experienced investment bankers, lawyers and some are licensed by the U.S. Securities and Exchange Commission (SEC), and members of the Financial Industry Regulatory Authority (FINRA) and Securities Investor Protection Corporation (SIPC). Some of the advisors are licensed broker dealers in their foreign jurisdictions others were licensees of the Small Business Administration. All have many years experience in the business of raising capital, introducing business to capital sources, and preparing businesses to be ready to receive due diligence scrutiny in preparation for receiving capital.
In addition, many of the men and women on the board of advisors are friends, they have all met at least one other member of the board of advisors and they are located in diverse geographic regions in order to service the entire world, find worthy deals and find capital resources as close as possible to the proposed operating location for those deals. While the number of members of the board of advisors is limited, it is open to each advisor recommending other qualified members.
The board of advisors s not the same as a board of directors, they do not have any liability or control over the company’s activities, nor are they owners of the shares of the company in most cases and cannot be considered shareholders unless specifically disclosed.
The object of the members working together is to add their knowledge and experience on an as needed basis to the deals they are working on the outside and the deals they are working on within the company.
The link will take you to the page. clicking on the names will take you to a Bio of each one. I will posts Peter Lusks.
https://gcfadvisors.weebly.com/board-of-advisors.html
Peter Lusk (in honoreum)
Christopher Klink
Len Connell
?Alan Morell
Joseph Griffin
Scott Lafata
Jeffrey Friedland
Kenneth August
Marty Waldman
Michael S. Pratter
Bob Winston
?Nigel White
Jacques Pauw
Cyrus Bharucha
Candy Binnings
NEW YORK
PETER LUSK INVESTMENT BANKING INSTITUTIONAL EQUITY- NEW YORK
?2009 - Present - Carpe Diem Commodities, LLC – Managing PartnerGlobal Capital commodity trading partnership with Jackson Eisenpresser (ex Middle East coverage specialist for Goldman Sachs and NM Rothschild), in affiliation with major Middle Eastern royal-family trading company.
2005 – Present - Rexon Ltd, Managing Partner, Co-founded by Managing Partner Arthur Reynolds in 2000Mr. Lusk’s role is senior partner, coordinating investment banking and commodity trading activities since joining in 2005. The third partner, Miles Clark, joined in 2009 and is the Managing Director of the day to day operations of the Commodity Trading Division. Rexon specializes in introducing primarily non-UK companies to the UK and EU capital markets, with historic specialty in the AIM market; as well as in international, physical commodity trading, putting buyer and seller mandates together, and arranging commodity credit financings.
2005 – 2009 CDG Holdings, Ltd. (Bermuda) - President & DirectorFounded and funded, Bermuda Company intended to be financed by an AIM IPO as a “blind pool / blank check” company. Two NOMADs (i.e., AIM underwriters) unable to complete target financing due to continuing deterioration of the financial markets and especially the hedge fund industry. CDG Holdings’ business model was to be a monetizer of minority revenue interests in carefully selected, medium-sized hedge funds; project presently on hold.
1997 – Present - Carpe Diem Capital, LLC – Founder, Chairman & CEOSpecializing in the structuring and marketing of a range of hedge-fund derivative products. In 2001 merged with similar activities of First International Group (Bermuda) a specialist in structuring and financing reinsurance vehicles for hedge-fund managers.
2001 – 2005 WLRoss & Co, LLC – Vice ChairmanFocused primarily on asset gathering; also responsible for marketing, client liaison and product development. Structured and marketed Absolute Recovery Hedge Fund LP and .LTD (2001); WLR Recovery Fund. II (2002); Japanese Real Estate Recovery Fund and Taiyo Fund (2003); marketed and closed first round of IPE Expansion Fund (2004).
1976 – 2000 - Forstman Leff Associates - Chief Operating Officer (1989 - 1997) & Director of Marketing & Client Services (1976 — 2000)Responsible for all aspects of daily management and supervision, as well as all marketing strategies and material, along with design and implementation of presentations to prospective clients. Created hedge funds and developed marketing program for both domestic and off-shore funds. Worked with President to recruit, hire and manage domestic institutional sales; assisted in creation of private equity fund of funds.
Initiated and personally negotiated acquisition of FLA by GPG, plc, in 1986, the reacquisition of FLA from GPG in 1989; and subsequent resale to Refco, Inc. in 1997.
1974 — 1976 Federal Loan Corporation — Co-Founder & Chairman of the BoardActive in all phases of client development, loan funding, agency relationships and corporate expansion, concluding in sale of company portfolio to the US Government agency that had extended loan guarantees on same.
1972 — 1974 EF Hutton — VP, West Coast Corporate Finance DepartmentActive in public and private financings for West Coast companies; tax shelter financings; pioneered in marketing SBA guaranteed loan segments, initiated by Government Guaranteed Securities Corporation and sold by EF Hutton to institutional investors.
1962 - 1972 Lehman Brothers General Partner & Manager, Los Angeles (1968 - 1972)Responsible for West Coast corporate finance, new business activities and supervision of Los Angeles office. Co-Founder & Vice President, Lehman International (1966 — 1968) Active in Euro-dollar convertible bond offerings for U.S. clients; AID guaranteed loans for Latin American projects; foreign government debt financings; financing for Export / Import Bank and Inter-American Development Bank. Corporate Finance Department (1962-1968). Specialized in airline equity and convertible debenture financings; also active in all phases of corporate finance; Public Offerings; S-1 registration statement preparation; SEC regulations; private placements; Manager of New Business Department and Partner Solicitation Coordinator.
Education:
Yale and Harvard Business School MBA
Representative Clients
Carpe Diem
Recommendations for Legal Services
?Global Capital Ventures as consultants to Klink & Klink, a national law firm, provided strategy and advice that allowed all of GCV microcap client companies to eliminate or reduce the amount of “ Toxic Debt” or” Death Spiral Financing” they were dealing with. This is explained below. GCV will provide references from D.E.O.’s they represented who will substantiate these claims. In those case the share price of the companies that followed GCV advice increased in value and or the companies became healthier. See letters of reference and press releases in NEWS AND PRESS .
We handle a wide range of matters that require strateging with and recommending to a number of highly skilled law firms and lawyers involving banking and creditors’ rights, debtors rights, public and private corporations, business torts, contractual, corporate, intellectual property, libel, media, professional liability, real estate, securities, white collar criminal defense. The firms it introduces to its clients have represented large commercial enterprises including a number of Fortune 500 companies, investment banking companies, charitable trusts and corporations, political parties, major internet television networks, publicly traded companies, small business enterprises and individuals.
Clients turn to us to organize small entrepreneurial businesses; to maneuver through a sale of assets; or to complete large acquisitions. We offer business advise as an alternative to legal advice and representation. The common element in the representation of all of our clients is the importance placed on understanding each individual client’s business and business objectives. Accordingly, we are able to provide valuable business counseling as well at an effective cost and we can guide the lawyers it recommends to take a common sense business approach rather than a strictly legal based approach. .
Areas of Expertise
Selection of Business Entity and State of Organization
Selection of the appropriate law firm and lawyers
Entity Formation
Corporate Charter and Bylaw Issues
Shareholder and Voting Agreements
Capitalization Structure Issues
Employment Agreements, Consulting Agreements and Noncompetition Agreements
Compliance With Corporate, Partnership, LLC and Trust Law
Conduct of Board of Director and Shareholder Meetings
Corporate Governance Issues
Contract and Licensing Disputes
Real Estate Contract and Development Disputes
Asset Protection
Lender Liability Claims
Commercial Construction Claims
Business Torts, including Disputes Over Competition and Fraud Claims
Toxic debt remediation
?Convertible Financing
Death spiral financing
Death spiral financing is a process where convertible financing used to fund primarily small cap companies can be used against it in the marketplace to cause the company’s stock to fall dramatically and can lead to the company’s ultimate failure.
Many small companies rely on selling convertible debt to large private investors to fund their operations and growth. This convertible debt, often convertible preferred stock or convertible debentures, can be converted to the common stock of the issuing company often at steep discounts to the market value of the common stock.
Under the typical “death spiral” scenario the holder of the convertible debt initially shorts the issuer’s common stock which often causes the stock price to decline at which time the debt holder converts some of the convertible debt to common shares with which he then covers his short position. The debt holder continues to sell short and cover with converted stock which along with selling by other shareholders alarmed by the falling price continually weakens the share price making the shares unattractive to new investors and can severely limit the company’s ability to obtain new financing if the need arises.
An important characteristic of this kind of convertible debt is that it often carries conditions like a quarterly or semi-annual reset of the conversion price to keep the conversion price more or less close to the actual stock price. But a lower conversion price also increases the number of shares that a bond holder gets in exchange for one bond, increasing the dilution of existing shareholders. A lower price reset can also force investors that have set up a long CB/short stock position to sell more stock (“adjust the delta”), creating a vicious cycle, hence the nickname death spiral.
The companies that are willing to agree to financing on these terms are often desperate and could not obtain funding through any other means. The terms, though viewed by some as onerous, give the lender a potential way to recover their debt regardless of what happens to the shares of the company. The lender would have a potentially greater gain if the shares were to increase in value but if they do decrease in value, there is some protection. If this were not the case they would probably not be willing to lend the money given the poor risk profiles of the companies interested in this type of financing.
Toxic Loan Relief
The firms focus in addition to obtaining fair and equitable financing for its clients, is in toxic loan relief. Companies can contact our company for either recommendation to legal firms for representation in the state of their incorporation or in a state where they do business, or a state where they are being sued by toxic loan lenders. If you are such a company contact the company at the Las Vegas Office and discuss with one of our representatives the possible retention of Global or a law firm to represent your company and protect your rights. The companies should be a small cap public company, who has borrowed money on a convertible debt basis and wishes to be informed of their rights, prior to or after receipt of conversion notices from the lenders. There will be no fee for the first consultation, but no representation will be assumed until a formal written retainer letter is entered into executed by one of our board of advisors and or a legal retention agreement signed by one of our recommended law firms or attorneys.
?Clients
The company represents or represented clients located in all of the states of the United States, Canada, South America, Mexico, South Africa, Europe and Asia.. Most of the firm’s corporate clients are based all over the world.
Following is a representative group of the firm’s current and past corporate clients:
Textmunication
Honest Owl Works Co.
I-mobile Solutions
Premier Biomedical Inc {BEBI)
?Sparta Commercial Services Inc (SRCO)
Textmunications Inc
Global Capital Financial Advisors
Players Network Inc. (PNTV)
Green Leaf Farms Holdings Inc.
Propanc Health Group Corporation (PPCH)
TecVegas Inc.
WesternWorld Inc.
Bank of Beverly Hills
John Stuart Productions
William Levenson
Antoney Newley
Total Experience Records
Bumbles Club
RealVegas TV
WeedTV
Rocky Mountain Industries
Northstar Minerals Inc.
Interstate Oil Co.
Cyclo International Chemicals Inc.
National Chemical Corporation
Veratron
Vertical Acceleration Inc.
CoVest Financial Services Inc.
Nature’s Plus Inc.
Canaveral Capital Corporation
Lidworks and Brand Acceleration
Creative Management Partners
?ResourcesStatutes
GCV is pleased to provide our visitors with the following select legal and general resources. Please click on ‘Statutes’ for copies of commonly referenced Nevada and New York and California state statutes, or go to ‘Links’ for a collection of useful Internet tools and information sources on a variety of subjects.
Nevada Statutes
New York Statutes
California Statutes
Florida Statutes
Illinois Statutes
Massachusetts Statutes
Texas Statutes
Links
GCV is pleased to provide our visitors with the following select legal and general resources. Please click on ‘Statutes’ for copies of commonly referenced Nevada and New York and California state statutes.
OPPORTUNITIES
?Quiptel(click here)
Having invested 5 years in R&D and successful pilot deployments around the world Quiptel has achieved multiple patents for its adaptive technologies and is now at the forefront of a dynamic and fast growing sector. We set out to revolutionize the future IPTV and OTT delivery landscape with server and cloud-based solutions that bring our clients’ businesses unparalleled benefits with exceptional quality, greater consistency, faster output and lower cost of delivery.
iSign Media Corp(click here)
iSIGN Media Corp. is a Global leader in multiplatform location based messaging solutions that utilize Bluetooth, Mobile, WiFi and Location-Aware technologies to deliver permission-based consumer messaging in an innovative and cost effective way to engage shoppers at the point of sale. The resulting business intelligence and real time analytics, gathered through iSIGN's patent-pending consumer awareness platform, deliver insights into emerging behaviors and profiles that help businesses measure their marketing and advertising efforts and make better informed decisions to increase sales, customer loyalty and ROI.
Dynavision(click here)
Discover how Dynavision technologies leads the way in high performance athletics, vision training, rehabilitation, injury prevention, cognitive processing, concussion return to play, explosive reactive training and much more. It’s the most sophisticated, motivational, stimulating and competitive training equipment in existence. All programs are scored, dynamically measured, stored, displayed, and fully customizable. We invite you to jump in and learn about the exciting new world of Dynavision™!
Hawaii Professional Baseball League(click here)
hawaiistarsprobaseball.com / mauiprobaseball.com
As a result of the founder Robert J. Young’s ownership experiences, increased investment capital, and acumen developed in the baseball industry and in Hawaii, he believes opportunities now exist to expand and own multiple franchises create the Hawaii Professional Baseball League with teams in Maui, Hawaii, Oahu, and Kauai.
SIL - Space Information Laboratories(click here)
Develop, design, and integrate technological solutions that enable the Nation's goals of Global Space Based Range, Operationally Responsive Space, Autonomous Flight, and Navigation Systems
Interorbital Systems(click here)
Interorbital Systems (IOS), a rocket, satellite, and spacecraft manufacturing company, was founded in 1996 by Roderick and Randa Milliron. It is located at the Mojave Air and Space Port in Mojave, California. The company carries out its operations at facilities consisting of a 6,000-square-foot office/prototyping/manufacturing center and two private rocket engine test sites.
Veratron Inc.(click here)
The world’s first voice authentication processor for board level integration, which enables seamless trust between users, devices and the network. We deliver seamless, accurate and user-friendly digital security products to customers and their network devices, and in the process, improving the customer experience while reducing service costs and risk.
Brand AccelerationLidWorks™(click here)
Brand Acceleration, LLC division, utilizes a patented in-lid promotional concept to drive consumer activity, awareness, and interaction with brands, retailers, quick-service businesses, theaters, and any other venue that serves fountain beverages. The business plan document provides an overview of the products and a market plan for the current launch of the Lid and complementary services associated with our planned roll out in 2012-2013.
TecVegas(click here)
The Las Vegas Southwestern Tech Triangle (re-named - TECVEGAS) Is the most recognized gateway to the future in Technology, Aerospace, Education, Business Development, Media, Health, Research, Communications, Transportation and Leisure.
Genfomax(click here)
GenforMax L.L.C. is the company that makes human knowledge serving its customers. Run by professionals with 20 plus years of experience, with broad vision and industrial grade software development expertise. Led by Alex Titomirov, Ph.D. an experienced businessman and a scientist, who has built his first company InforMax, Inc. from $175,000 friends and family round of investment to over $1 bn market cap company in 8 years.
Endeavour Institute(click here)
The Endeavour Institute is a non-profit organization dedicated to implementing a new education paradigm within our schools. It has developed a STEM education methodology that augments the Inquiry Model with project-based, learn-by-doing simulations and real problem-solving opportunities.
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