Edward
1 day ago
A miracle!!!
Rhett Doolittle
@RhettDoo
We posted our Q1 financials at $BZWR today. On our path to getting back into full compliance & complete this merger with $IPSI.
2:38 PM · Aug 30, 2024
·
A couple of new lawsuits Though:( the 1st one may have been
known before, not sure)
On January 26, 2024, Business Warrior Corporation was named in a lawsuit filed by Adam Spencer, ELEV8 Advisors Group LLC, EVRGRN Industries LLC, and derivatively on behalf of Business Warrior, alleging various causes of action related to the Company’s prior disclosed agreements with EVRGRN and ELEV8. The resolution of this dispute may influence the contingent liability recorded with EVRGRN. The Company believes that the lawsuit is without merit and is vigorously defending it. The Company is also contemplating filing a counterclaim in this matter.
American Express Travel Relates Services Company, Inc. vs. Business Warrior Corporation, Index No: 651767/2024, Supreme Cour of the State of New York.
On April 5, 2024, American Express Travel Related Services Company, Inc. filed a lawsuit against Business Warrior Corporation for breach of a commercial credit agreement seeking judgment for the sum of $72,186.52 plus legal fees. Business Warrior Corporation is working to settle this case.
Maxinvestor89
1 month ago
Unfortunately, the IPSI Definitive Agreement doesn't mention the requirement to fill anything beyond what has already been filled by BZWR in 2022-2023
It doesn't mention the need for BZWR to become Pink Current or even Pink Limited.
I highly doubt the price while in EM will be used for establishing the merger consideration
I could see it be the average trading price in the 20-30 days preceding the moment BZWR went to the Expert Market
The Preferred A converts into 15.50% of BZWR Total shares outstanding
The Preferred B, it gets much more complicated to determine, but... It's supposed to be 80% of avg 20 days prior to conversion (but usually, price while in EM, can't be used for something like that)
Personally, I used 0.0035$ x 0.80 = 0.0028$
Screw that... As of December 31 2023, there is no Preferred B outstanding according to BZWR 10-K (IPSI 8-k confused me, because they used the capitalization of BZWR, prior to 2023...)
Preferred C:
50K outstanding
VERY WEIRD conversion term...
"The original issuance price divided by the average closing price of a share of Common Stock on the principal exchange or market on which such shares are then trading for the 20 trading days immediately preceding the date upon which the Notice of Conversion is delivered to the Company. However, in no case shall the Series C Conversion price multiplied by the total number of shares of common stock issued and outstanding be less than $30,000,000; nor shall the Series C Conversion Price multiplied by the total number of shares of common stock issued and outstanding be more than Fifty Million Dollars ($50,000,000). In such case, the Series C Conversion Price shall be adjusted so that the Series C Preferred Conversion Price per share multiplied by the number of shares of common stock then issued and outstanding shall be $50,000,000."
minimum 30m$/Shares outstanding prior to conversion
https://www.otcmarkets.com/filing/html?id=17376571&guid=nBO-kFOBnUo6B3h
But these Preferred C are currently being contested in court
"There are 50,000 Series C Preferred Shares authorized and 50,000 Series C Preferred Shares issued and outstanding. These shares were issued in conjunction with the FluidFi transaction and as part of the Company’s lawsuit against Timothy Li, is seeking the return of these shares. See Item 3 Legal Proceedings"
https://www.pacermonitor.com/public/case/46960456/Business_Warrior_Corporation_v_Timothy_Li_et_al
The Case had some recent Developpement, but no definitive conclusion, for any side, as of now.
84.36m warrants exercisable at ~0.0125$
3.75m Stock Option exercisable at 0.02$
bob4uall
1 month ago
Nothing to do, the shares should convert automatically in your account, in my opinion.
If the Experts have the price right .0006 in consideration of the anticipated merger, then 1,000 BZWR is now worth 60 cents. So, you might be awarded 2 or 3 IPSI shares for each 1,000 BZWR shares that you have.
Now, it is possible that these Experts have vastly underpriced these shares since realistically, there are NO BUYERS ALLOWED unless you are a big money guy who would never consider plays like this, (or a Canadian, ha ha ha).
If so, who knows, maybe you would get more than 10 shares of IPSI for each 1,000 shares of BZWR.
bob4uall
1 month ago
How will it play out? I guess we should expect a notice to the stockholders for a vote soon. Most due diligence should be done by now, between the February Letter of Intent and the July Agreement. But the audit is still due and are the creditors all lined up?
Big questions remain. Will IPSI issue new shares to cover the 45 % allowed to BZWR. If so, that should cut IPSI’s share price in half.
And, how many common shares will BZWR have outstanding at closing? Will each BZWR preferred share get just one BZWR common share? Or will they get 10 or 100 for each share? We will see how piggy things get. Pretty soon, I suppose.
But, Rhett deserves credit for surviving and at least taking the common share holders along with him. Many times they get dumped in a restructure. And, who knows, the combined new outfit may prosper and grow. The payments software release could be the next big thing.
Renegades17
1 month ago
I know next to nothing about BZWR, but have held some IPSI for a while. I wouldn't draw the conclusion that BZWR is exempt from filing the missing quarterlies. First, the 8-k for the merger hasn't been filed yet. It's quite likely, if the IPSI team is smart, that a condition requiring BZWR become current on filings is included in the agreement. This is standard for most M&A deals. Moreover, the convert holders in BZWR are likely demanding it as well. Second, BZWR management shouldn't proceed under the assumption that the deal is 100% done. Consequently, they should want to become current to restore proper trading (of course, this is the OTC). I believe a key factor motivating this deal has been the convert holders and the desire to simplify the capital structures of both companies.
The IPSI payment JV is the game changer here. It's behind schedule (to put it mildly), but that's the catalyst to get the market cap much higher. The IPSI CEO also has options that strike at $4.50/share, so he has a lot of incentive to get the stock price higher. At his age, this is his last rodeo so he needs to make this work.
Edward
1 month ago
It will be interesting to see if BZWR actually files like they claim and if they do
BZWR has no reason to file anymore, it is irrelevent unless for some reason the deal falls through.
They must have financials, because i find it hard to believe a company would (IPSI) would go through with a merger without knowing what BZWR's liabilities are since they will inherit those liabilites. No financials for the 1st and 2nd quarters this late, seems strange for this size company.
True IPSI needs the technology, but how were sales at BZWR going, the public does not know.
This is a review from an employee for BZWR:
Jan 4, 2024
Cons
unknown financial situation
The purchasing co.(IPSI) is a company with a horrendous Balance Sheet (see otcmarkets.com), and also BZWR, however better than IPSI.
All that is going to come out of this is a much bigger company with an horrendous Balance Sheet on a Consolidated basis.
I do not trust Rhett (CEO). Why did they hire a new CPA firm and dropped by the previous CPA firm, and indicate the financials along with the 3r QTR. be on time(a rhetorical question).
On June 24,2024 from the CEO.
"We’re pressing forward to complete our Q1 & Q2 filings and get back on OTC Pink. Pushing hard to file Q3 on time too! $BZWR"
I believe BZWR knew they will merge . Never did he give any indication they were interested in the deal. They mentioned the offer once quite a while ago, but in general terms.
I believe they were just stalling and stalling until they worked out the deal. Regardless whether they are in the expert market. Rhett could have given some updates (more than the cheerleading type) if he cared about shareholders. Rhett is all about himself and family . The 1A shares were for family of friends i believe he once said.
Just my opinion. when the IPSI shares are recieved (if so) sell the shares. To me both CEO's are two of a kind.
PennyStockTrader2
1 month ago
IPSI needs an operating business ultimately to move to a higher exchange, and BZWR may be a good fit, though we have no recent filings to tell us how well they are doing thru this last year. Keep in mind theres plenty of due diligence that still would need to be done, so we're a ways away from anything happening. It will be interesting to see if BZWR actually files like they claim and if they do, what the share price will start trading at, theres no way to really know.
Edward
1 month ago
Realeased today.
Innovative Payment Solutions and Business Warrior Corporation Sign Definitive Merger Agreement
July 29, 2024 09:00 ET | Source: Innovative Payment Solutions, Inc.
LINK:
https://www.globenewswire.com/news-release/2024/07/29/2920307/0/en/Innovative-Payment-Solutions-and-Business-Warrior-Corporation-Sign-Definitive-Merger-Agreement.html?_hsenc=p2ANqtz-9vj0QVG2QZGiKOtY-D5QVpDWC30Y8XyJHVsrltqU_5Q52H3Erx5ejTUmTPYapEdOwKew3QIMCawE9c7mQABOTJaQRSkw&_hsmi=317740167
BW_Logo_Color_Dark-Nov-09-2020-11-32-57-39-PM
Dear Valued Investors,
Our team is thrilled to share some groundbreaking news that marks a significant milestone for Business Warrior Corporation (OTC:BZWR). We have entered into a definitive merger agreement with Innovative Payment Solutions Inc. (OTCQB:IPSI). This strategic merger is poised to drive future growth and unlock new opportunities for our company.
Key Highlights of the Merger:
Enhanced Capabilities: The merger combines the strengths of Business Warrior and IPSI, creating a dynamic entity poised to capitalize on emerging opportunities in the financial technology space. This alignment will enhance our service offerings, drive innovation, and open new market channels.
Shareholder Value: As part of the deal, BZWR will merge with and into a newly-formed, wholly-owned subsidiary of IPSI, with BZWR surviving as a wholly-owned subsidiary of IPSI and BZWR stockholders receiving 45% of the outstanding post-closing shares of IPSI common stock (OTCQB: IPSI).
Convertible Note Recapitalization: Common convertible note holders of both companies will exchange and cancel their notes for newly-issued Series A Convertible Preferred Stock of IPSI, subject to negotiation and stockholder approval.
Board of Directors: The new board will consist of five members: two appointed by IPSI, two by Business Warrior, and one independent member mutually agreed upon. This balanced representation ensures strong governance and visionary guidance.
Operational Continuity and Growth: The integration will optimize talent and networks, driving business growth. The merger aligns our scalable technologies, paving the way for increased revenue generation and profitability.
If you have questions, please contact investors@businesswarrior.com
Thank you for your continued support.
Best regards,
Rhett Doolittle
CEO, Business Warrior Corporation
Business Warrior, 455 E Pebble Rd #230912, Las Vegas, Nevada 89123-0912, United States
Unsubscribe Manage preferences
Edward
2 months ago
What concerns me is that the Audit firm dropped BZWR.
To me IMO seems to indicate BZWR was the problem, and my guess and only a guess is either of the three reasons or all three.
1) BZWR was very slow in paying the audit company.
2) The auditors had a difficult time of getting info or and answer on a timely basis.
3) Even though BZWR stated "There were no disputes or disagreements between the Company and Accell during the time it was the Company’s independent registered public accounting firm through the date of resignation.", i doubt that.
Why would an Audit firm drop a client? An audit company would drop a client:
Constant billing complaints
Unwillingness to pay for extra services
Questionable conduct, including verbal abuse, with you or anyone else on staff
Too many emergencies because the client fails to prepare
Client’s lack of trust in your abilities or knowledge
Withholding information or telling outright lies in person and in documentation
Any behavior that puts you or the firm at risk
Failure to comply with providing information or communicating in a timely manner
Again, only my opinion,not a verifiable fact.
bob4uall
2 months ago
New audit firm identification:
Astra Audit & Advisory, LLC (formerly, Coastal Accounting & Consulting, LLC)
New name is "Astra", but their website doesn't mention it. Still says "Coastal".
Auditors are again a Florida company, a couple of thousand miles away from BZWR's "office" in either Scottsdale, AZ or Las Vegas, NV, not sure which.
Evidently, BZWR still has something to audit
Since BZWR stock can only sell and can't be bought except by qualified entities, the price may as well be zero. It is nice that Rhett even cares to update us since the common stock may not be any good to the company for a long time.