Member Info for RKBeekeeper

Good morning Jbatch

We are 10months into our current financial year and your Morning Starr article is using information from the last Annual Results. A lot has happened since 31st March 2018.

We have received cash of $5.4 million for our East Denver operation in exchange for a free carry of 7.5%, which as you know we are now receiving cash from 8 producing wells (gas & oil)

Your five points are correct and but you could have said:

A) Reduced overheads due to True Oil funding the East Denver wells.

B) Our Nitrogen acreage has increased from an initial 800 acres to currently (as far as we have been informed) 3,200 acres.

C) Our CO2 acreage currently stands at 46,000 acres.

D) West Denver shale acreage increased throughout 2018 from about 3,617 acres to about 5,200 acres and Highlands currently working on a mutually acceptable solution for all parties (including local community) to develop.

E) Set-up a Water Resources company to recycling water, currently operational and producing income.

F) Highlands have had approved a reduction in capital which when the BoD are able, they will be able to issue a maiden dividend, I expect this in 2020.

There are many more positives that I could list but as the average investor has a time-span of less than a day or two it would be pointless to communicate this information. One day the penny will drop and some will look back with hindsight and wonder how they let this one slip away. I have done my research, read every document our company has produced and I remain confident that Highlands Natural Resources will be a top 500 company in a few years.

As always DYOR and you will be rewarded.

RKB

Good evening Vincenzo

I thought there would have been more of a debate about my estimates on a best case scenario but so far not that much to tax the brain.

I was hoping to be able to retort to “anyone” that the RTO vehicle will most likely be PBV Monitor but before that happens CLP would buy 29.99% of PBV Monitor with our shares and if it was to be on similar terms as to our initial investment then this would mean giving them about 70.73 million shares but we (Clear Leisure) would own more or less 30% of PBV Monitor.

Everyone may think an RTO will come from another direction but if CLP were to buy 100% of PBV Monitor then FG could then place the tax losses within this “New Company” and they would have no Corporation Tax to pay for a number of years. Clear Leisure could also give existing CLP shareholders shares in PBV Monitor.

What are your thoughts on this scenario?

RKB

As it is a Saturday night, been to a 100th birthday party (not mine) earlier in the week and then a funeral today (again not mine but I am sure a few would have preferred it was mine!) I am going to have a nice bottle of Chianti this evening and drink to further RNSs.

Good afternoon RolexJamie

We all have our own targets and in my opinion holding a share for a year or less is a gamble. In the end (normally) value will out.

We have now been informed that we are appealing the decision on the Land (Mediapolis) and some additional creditors to the value of only €104,719 have been admitted is almost insignificant as they are included along with our €8.21 million.

From the RNS 27/02/18 we were informed that our €8,211,897 creditor position was 93.85% of all unsecured creditors, this is because the total creditors were at that point €8,749,860. So our €8,211,897 is correct with the validated creditors. Now we have to deduct the higher ranking creditor which is €165,718 balance is €8,584,142 and then you have to deduct CLP 2017’s position of €8,211,897 to find out what the other creditors debt is. This is €372,245.

Recap: Total Creditors were €8,211,897

Higher Ranking €165,718

CLP 2017 €8,211,897

Others €372,245

Now from today’s RNS we are informed of some late Creditors who have been successful in lodging a late claim to the value of €104,719 so now we should have a total creditors list for €8,854,579 of which only one will get all their money if there is not €8.854 million to distribute. CLP 2017 are due €8,211,897 which is 94.51% of all the creditors after the higher ranking one is paid in full.

Assuming there are funds to distribute (we have the ten Sardinian Villas) and there was for this calculation €4 million to distribute. Higher ranking creditor gets their €165,718 then CLP 2017 would get 94.51% of the balance of €3,834,282 which is €3,623,780 or about £3,188,926.

Now it should be noted that the balance of the Creditors after the Higher ranking creditor which is €476,964 or will (could) receive 5.49% of any available funds. On the above €4 million that I have used as an example for distribution to Creditors they would receive €210,502. Also the new creditors (in today’s RNS) would be included within this €210,502.

RKB

PS Why do the late Creditors want to be included in any distribution of funds? Do they know what funds the liquidator has realised?

Conclusion we are worth £27M

FG has an ultimate goal of a Reverse Takeover. The tax losses are the real value to any company and now we have to take an educated guess as to what company would do the RTO and what it is worth to shareholders.

Best case:

Tax Losses worth say £5 million

Land if returned in exchange for First Charge £10 Million

Sipiem / Ondaland settlement in full £5.7 million (€6.5 million * 0.88 to GBP)

Sipiem other assets worth say £5 million (worth more but Sipiem down play the value)

So Susi claim £1 million

Geosim £500K

Crypto £100K

Cash ignoring the settlement from Fortune Cookie as this can be used for day to day running of CLP.

Mediapolis liquidation excluding Land (major creditor and they still have the Sardinian Villas) £4 million.

Debt: Eufingest say £2 million but going to be converted at 0.89p

Debt: UK private investor loan of €250K will be converted at 1p like the other half as announced RNS 9/03/18

Bonds: Balance €4.8 million only €1.7 million will be converted at 500% and the Balance of €3.1 million will be repaid in cash at some point.

Total debt £6,444,000 (£2m + £220K + £4.224 using 0.88 conversion)

This would be about £31.3 million and then you have to deduct the debt which is means we are technically in a best case worth £27 million. This excludes all other court cases that FG may be working on.

You can reduce the above by whatever amount you do not think is achievable but I personally believe we are worth substantially more.

As always DYOR

RKB

This Post is after consulting Timmit and his thoughts.

Brainspark Associates Ltd, The only asset here is the Ondaland / Sipiem debtor of €6,500,000 and the bulk of the CLP losses are contained in this subsidiary. What if the asset was transferred to another group holding as partial settlement for the 42M Euros of group undertakings it owes? That would leave the losses in one subsidiary which could be sold off separately to an Investment Company which could utilise those tax losses. I think that Eufingest could make an offer for such an entity at a discount to the valuation of the tax savings and that would introduce more cash in the remainder of CLP. Eufingest would have been rewarded for their support and haircut on any Bonds.

That would leave CLP with the assets, income producing potential and once the losses have been hived off, the ability to pay a dividend from future profits.

It is interesting that CLP taking a stake in PBV allows a valuation on a company that was previously impossible to value. I can’t see anything else but PBV becoming an income generating asset as it is about to change to its business model. CLP will hopefully become more like a mini-conglomerate (how retro!) with regular income from Ondaland & PBV not just a holding company for long-term investments. Its valuation can then be rerated to take into account future earnings not just asset values.

RKB

Currently we have 604,152,600 shares in issue. If CLP took a further investment in PBV Monitor of 19% making 29% and issued the shares at 1p then this would cost us another 52,962,500 shares and the total shares we would have issued for 29% would be 88,327,889 and this would technically be worth about £808,375 and the nominal cost to CLP would be £220,820.

CLP would then have 657,115,100 shares in issue but we would own 29% of PBV Monitor. Now if PBV Monitor wanted to buy-out (do a Reverse Takeover of CLP) they would need to buy the 568,787,211 that they do not own. Taking only a 10% premium to the 1p price above would mean an offer of 1.1p and would cost £6,256,659 which is about the total of the potential tax saved above of €8 million.

In conclusion I do not see the logic in the above of PBV Monitor doing a RTO using the above figures. So the next logical step is for CLP to have more than 50% of PBV Monitor and be able to have this company listed as a controlled subsidiary. When / if PBV Monitor generates profits then we would have an income and no taxes to pay until all the tax allowances are utilised.

RKB

What I believe FG is working towards is a Reverse Takeover to utilise our Tax Losses. What we do not know is how this will be carried out but it could be connected to PBV Monitor.

Whenever a (non listed) Company wants to expand or enable founding shareholders to exit or realise some of their shareholdings the Company often offers shares initially to an outside investor. Whatever this outside investor pays enable the Company to place a value on itself. What we can be certain of is that PBV Monitor has a current value of about £2.8 million.

Assuming PBV Monitor wants to grow their business then some of the options are borrow money (possibly from a Bank) or even list their shares on an Exchange and then issue new shares to investors. But another way to list is a Reverse Takeover of an existing company.

Companies in Italy are subject mainly to two rates of tax. Corporation Tax 24% known as IRES (imposta sul reddito sulle società) and a local regional production tax know as IRAP 3.9% (imposta regionale sulle attività produttive) This means that PBV Monitor could be liable up to 27.9% taxes but if this Artificial Intelligence Company was listed in the UK they would only be liable to Corporation Tax of 19%. This is 31.9% less than what they would pay in Italy.

If an Italian Company made €8 million profit then the tax to pay at 27.9% would be €2,232,000 but in the UK they would pay 19% which would be €1,520,000 or a saving of about €712,000. But if there were tax allowances / losses available to utilize like Clear Leisure has of €29 million then the tax that could be saved would be about €8 million.

RKB

PBV Monitor 13012019

CLP purchased a 10% stake in PBV Monitor on 28th December 2018 with 35,365,389 shares valued at £278,750 which valued PBV Monitor at £2.8 million approximately. The actual cost to CLP in Nominal Value was £88,413 so in the financial year 2017-2018 our Net Assets on this transaction will increase by £190,337.

Our biggest “asset” is our Tax Losses. At the end of 2017 we had €29 million unutilised (Management Expenses €20 million and Capital Losses €9 million). The previous year we had €61 million of Tax Losses but due to the Liquidation of Mediapolis we lost a lot of the Tax Losses.

Our Tax Losses will be reduced further in 2017-2018 due to the Bond Conversion and the Fortune Cookie settlement. Also we will record a profit on the Loan we converted at a premium on 9/03/18, various placings at premium to nominal value, the small Bond Conversion at 4p but we will have increased expenses due to all the litigation not only with the Mediapolis Appeal(s) and the Fortune Cookie successful court claim and also the expense of the Sosushi claim and counter claim.

RKB

Some Thoughts

Good morning Vincenzo

It is always refreshing to see you post and as you are aware many Posters on this B.B. have been patient and remain so as we await news.

FG said in the interim results RNS 28th September 2018 “The Company continues negotiations with the owners of the Ondaland water park to recover the value of its original investment. Various proposals to resolve the dispute have been tabled by Clear Leisure but, as yet, no agreement has been reached”

I remain confident that all our investment held within Sipiem that we invested in Ondaland (the water park) will be recovered in full. That is €6.5 million due to us.

We will know soon if FG has lodged an appeal of if accepting the money for the Land. Every time I have met FG he has been resolute on obtaining the Land. I vale the Land (if it is exchanged for our legally binding first charge) is worth a minimum of €10 million.

A friend is in another share and he asked me for my opinion on the result of their successful legal win (see links below) FG said last year (Interims Results)

“With respect to the various leisure operations in which Clear Leisure has or once had, an interest, virtually each historical investment continues to involve a legal action”.

Now when you look more closely at PBV Monitor you may come to a certain conclusion that this company will be the vehicle for a RTO (more thoughts on PBV Monitor later) When FG openly admits that “virtually each historical investment continues to involve a legal action” you then may understand that FG has spent many hours / days / weeks / months & years involved with legal professionals and with FG’s contacts they know what probability of success in potential legal actions.

RKB

https://www.law360.com/articles/1124068/grant-thornton-hit-with-20m-negligence-ruling-over-audit

https://www.thetimes.co.uk/article/grant-thornton-ordered-to-pay-21m-damages-to-assetco-for-negligent-audits-bs20fkbjt

Good Afternoon Blackhopper

I am happy with my holding which is a little under 0.5% so when (expectation next year) RP declares a maiden dividend I will be extremely happy.

I know we are aware of three revenue streams but I think we are going to be informed of another very soon.

For a small market capt company to be debt free, no convertible loan notes and cash (lots of it) in the bank and more arriving every month, I am very pleased with HNR.

RKB

Revenue Estimate

On 6th February 2018 our first two wells reached 100,000 barrels. Now that we have eight wells in production and the six new wells could produce 300,000 barrels by 20th March 2019 assuming similar initial production and using an average of only $40 per barrel and our 7.5% free carry would work out at about $3 a barrel or $900K additional income before our end of year (31st March 2019)

Looking forward to the actual figures when they are released.

RKB

Sport:80

A new director was appointed yesterday, Mr Simon Glegg.

The other two directors Mr Gary John Hargraves & Mr Garth Mervyn Palmer have between them 44.1% of the shares and when you include the shares held by We Know Data Ltd which is controlled by a previous director (Mr Robert Speakman) the three together control 50.15% of the shares.

Has this new additional director been appointed to assist with their IPO?

RKB

Farina Investments (UK) Ltd

Research: Continued

On 9/10/18 Farina Investment (UK) Ltd produce their annual accounts to 31/07/17 which are ten months overdue and they have creditors falling due of £5.5 million offset by debtors due to them of £3 million big big red flag.

On 28/10/18 we are informed that shares were allocated on 5/01/18 but it takes them 10 months to lodge the document at Companies House, do they not have the money to pay to file documents? Another red flag.

The last document lodged at Companies House is another share placing only for 350,000 B Shares but no premium paid only nominal 1p so Company only received £3,500 was this really necessary to issue at 1p? Another red flag. Then again there appears to be a discrepancy with the shares issued. They say 29,017,225 when there actually are 278,022,250 B shares. How can they be out by about 250 million shares? Another red flag.

We only invested £100K and it is my opinion that we will never see a return on this particular investment.

As always DYOR

RKB

Farina Investments (UK) Ltd

Research: Continued

On 18/10/16 Farina Investment (UK) Ltd issue 5.5 million B Shares at 1p and continue to mess up on the documents at Companies House. They say their nominal capital is £2,732,247 when it should be £2,732,070. This error will be compounded over the years due to Farina Investment (UK) Ltd incompetence (in my opinion)

On 22/11/16 Farina Investment (UK) Ltd issue 3,475,250 B Shares at 1p and it is only now they get the correct values, but no notes to say about previous errors (they obviously think they do not need to provide an explanation) but what else would you expect when they do not permit B shareholders any say in the running of the company when they have no votes attached to their 276 million shares?

On 28/02/17 Farina Investment (UK) Ltd issue 1 million B Shares at 10p. This is the first time shares are issued at a premium.

On 28/02/17 the total number of B shares in issue is 277,672,250 but when we get the Confirmation Document on 20/06/17 dated as at 1/03/17 it only says the B shares in issue are 28,667,325. Another red flag as this document is supposed to list all shareholders as at 1/03/17. Why can’t Farina Investment (UK) Ltd provide accurate information?

On 27/04/18 the Confirmation Documents dated as at 1/03/18 has no updates. This is really concerning as Primorus had made an investment of £100K on 23/08/17 and there is no record of our shareholding at Companies House another red flag.

On 12/07/18 we are informed that the Director Alexander Smith is no longer a person of significant control but my information says he still has all the A shares and as the 277,672,250 B shares do not have any votes then it is my opinion that this is an invalid declaration. Another red flag.

On 11/07/18 a new director is appointed “The Enduro Partnership Ltd” and this company only has one shareholder a Mr Shaun Keith Smith dob Dec 1961 so it is not Mr Alexander Smith or his son but is it a relative? Both “The Enduro Partnership Ltd” and Farina Investment (UK) Ltd use the same accountants and my instinct says both Alexander Smith and Shaun Smith have a strong connection and as such Alexander Smith still calls the shots, another Red Flag.

RKB

Farina Investments (UK) Ltd

Research:

Background: Farina was originally set-up in 2008 as Farina Films Ltd by Emily Bliss (14/06/67 - 6/10/14) and Emily Bliss resigned on 12/04/14. The company name was changed to its current name Farina Investments (UK) Ltd on 8/05/14 and Alexander Smith was the sole director who resigned / terminated on 20/09/18 but he received the 100 shares of the company via a transfer from the previous sole director on 9/04/14

In the annual results to 31/07/14 the profit jumps from the previous year of £13,368 to an impressive £147,469 but then I see poor record keeping in that a document lodged at Companies House saying that Emily Bliss still has all the 100 shares even though they were transferred before her death to Alexander Smith. This is possibly an admin error but also a red flag to me to be on the lookout for other possible discrepancies.

In December 2015 share capital restructured to £100,100 with 100 A shares of £1 nominal capital each (£100) and 10 million B shares of 1p nominal capital each (£100,000) total capital £100,100. Note B shares have no voting rights. This is another red flag to me; two types of shares and one type have no voting rights, why? Also find out on 1/03/16 that Alexander Smith had obtained his shares from Emily Bliss on 9/04/14 but again no note to highlight the previous errors at Companies House and still only have £100 of nominal capital and 100 Ordinary shares no details of the change four months previously of the “A” and “B” shares, why not? Another red flag.

In September 2016 Company has authorised share capital of £7,500,100 with 100 A shares £1 each and 750 million B shares again no rights attached to the B shares still a red flag for me.

On 22/11/16 Farina Investment (UK) Ltd issue 267,647,000 B Shares at 1p each getting for the company £2,676,470 for the company from various shareholders. But on the Companies House document they said they got £2,676,647 another admin error but when anyone is filing a public document they should double check it is accurate another red flag.

RKB

Good evening Turnashilling

No I have not been investigating “Patent Situation” of any of the products being developed by TruSpine. My strengths lie in analysing accounts and trying to establish if the underlying business is sound, I prefer to leave others to dig around Patents pending / granted. What I do know from our initial investment in August 2017 our BoD said:

“TruSpine secured intellectual property and subsequently developed the Faci-LOK and Cervi-FAS minimally invasive spine stabilisation devices, and the VOSC Catheter atherosclerosis treatment product 'VOSC Catheter'. This development is on-going and TruSpine is targeting FDA clearance and commercialisation of its first product, the Faci-LOK. FDA submission is expected by the end of Q4 2017”.

Currently I am researching our £100,000 investment in Farina Investments (UK) Ltd and when I have completed my research in this investments I will explain why I think this particular investment is worthless (regardless of what our BoD may say.

My goal is to put accurate information out on our B.B. and to engage in debate.

RKB

Truespine

What I will be looking for in the near future is some of the directors having shares in their own name (not held behind a private company)

I will look to see if there are any further funding rounds and if there are hopefully at 30p or more.

I will be keeping a close watch on the share structure to see if more shares are created (by sub-division) and any indication of when they may IPO.

I am not able to estimate accurately what our £500K investment could be worth on an IPO but a minimum of £2millon would not be unreasonable in my opinion.

As always DYOR

RKB

Truespine share structure background:

In December 2015 there were 60 million shares of £0.0001p each fully paid so nominal capital is at this point £6,000. There were two share allocations in December 2015 for 4,062,460 and 200,000 and Nominal Capital is now £6,426.

The 200,000 shares were bought by Early Equity Plc and PRIM received 1,666,667 shares from the 4,062,460.
The first shareholder list only has three shareholders, Haleride Ltd 62,395,793 Primorus Ltd 1,666,667 & Early Equity Plc 200,000.

We know that PRIM invested £500K in August 2017 and we know we have 1,666,667 shares so we can tell that we paid 30p a share and as there are still only 64,262,460 shares in issue then on paper the company is worth £19,278,738.

The second shareholder list still has the same amount of shares in issue 64,262,460 but they say (incorrectly) that Haleride Ltd is no longer a controlling party / shareholder but as they still have 53,537,500 shares which is 83.31% and if you control more than 75% then you are a “controlling party”.

Also on this second shareholder list are another 21 shareholders (individuals and companies) These 21 shareholders “got” shares from Haleride Ltd. Some individuals could be employees or just investors. What I find comforting is that Primorus Investments Ltd are the third largest shareholder after Haleride Ltd and a Pension Company which has 8.85% (Prim have 2.59%)

I also find it comforting that PRIM were basically a seed investor and at the moment Truespine have not had to invite in other shareholders.

Norman Lot our Director is also the Accountant for Trusespine and interestingly is also the only shareholder in Haleride Ltd.

The other seed investor Early Equity Plc is listed on NEX under EEQP. Information is available at Companies House for this Company and in their Annual Report 31/08/18 under Business Review you have confirmation that they invested £60K in Truespine and we know they have 200,000 shares so they paid 30p just like PRIM. You also are informed that they too invested in Farina Investments UK Ltd £35K and we know PRIM also invested £100K in Farina Investments UK Ltd.

RKB

Truespine Technologies

Some more Research.

Again I have read all the documents at Companies House on Truespine Technologies. When Primorus Investments Ltd made our first investment in Truespine in August 2017 I began researching everything I could about his company and the people connected to it. Over the past 18 months I have updated my knowledge and in the past few days have re-analysed everything about Truespine that I have discovered and it is going to be another successful investment returning many multiples of our current £500,00 and over a few Posts I will explain my logic.

First you need to know what Truespine is all about (you will find substantially more on their website)

Quote “TruSpine is a medical device company leveraging its extensive surgical, marketing and sales expertise to create and market breakthrough products to the spinal and vascular surgery industry; fast growing sectors of the lucrative MedTech market.

The Company’s primary focus is the development of two initial product lines:

Faci-LOKTM and Cervi-FASTM Systems – minimally invasive devices which stabilize the spine without the use of screws, cages or other instruments which invade the bone or alter the bony anatomy in any way” end quote.

VOSCTM Catheter System – Vascular catheter products that provide a far superior solution to existing surgical methods for the treatment of atherosclerosis in the carotid artery, as well as other vascular structures.

RKB

http://truspine.org/

https://beta.companieshouse.gov.uk/company/09345973

Good Morning Bythesea

It is not my intention to make my research complicated to understand but I have to ensure that it is as accurate as can be.

On almost every B.B. there are opposing views but it appears that is not the case here. B.B. should be about sharing views and permitting others to have an opposite view to the Poster’s view. When there is no debate with my “Research” this may indicate that it is accurate and the only way to confirm this is to check the facts posted.

You will see that I inform others where I have obtained my information and often provide links (for easy access)

When you do have opposing views it could be that the original “Post” is too optimistic or as most often is the case, others want to be negative to sow a seed of doubt so that they can profit from that doubt.

I have been invested in PRIM for just over a year now and have a stake a little under 1% and do not trade it. PRIM is grossly undervalued and when our IOP’s eventually happen, value for all shareholders will come.

Currently I am reviewing my research on Truespine Technologies where we have £500K invested. This is another wise investment by our BoD which will be worth many multiples when either Listed or Taken-Over. I will attempt to place a value on this investment but as you know it is subjective and would only be my opinion.

RKB