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Archive 2016 · Gameface media - heads up on getting paid

OKshooter
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p.17 #1 · p.17 #1 · Gameface media - heads up on getting paid

Why do you think this is a loan?

The Form D clearly says that this was an Equity sale.

Incidentally this is the same type of transaction that they have done twice before.

I'm curious why you think this is anything other than an Equity transaction where they sold shares of the company for seed money?

Dec 24, 2016 at 09:38 PM

Keagan
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p.17 #2 · p.17 #2 · Gameface media - heads up on getting paid

OKshooter wrote:
Why do you think this is a loan?

The Form D clearly says that this was an Equity sale.

Incidentally this is the same type of transaction that they have done twice before.

I'm curious why you think this is anything other than an Equity transaction where they sold shares of the company for seed money?

Think of an equity sale as a second mortgage. The company is taking and "equity" loan against some form of undeclared collateral. This can be most anything they can find to use as that collateral against a loan, basically taking value out of the company. If they have done this before than this is further concern. Eventually they are required to make payments to the equity loan or declare chapter 13 and dissolve a debt in court.

Dec 24, 2016 at 11:44 PM

OKshooter
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p.17 #3 · p.17 #3 · Gameface media - heads up on getting paid

Thanks for responding so quickly Keagan. This is unequivocally not a loan.

SEC Transactions work a little differently than you explained with you home equity example.

In this case, GFM sold an undisclosed amount of stock (equity) for just over $2m. There is no repayment plan (such as a loan) except that the investor is anticipating that the shares will become more valuable over time when these shares or the company is sold.

The SEC (Securities Exchange Commission) does not regulate bank loans and thus they (bank loans) are not disclosed like private equity investments are.

With that being said you did allude to an important point. Each time GFM sells stock and operates on this money they are liquidating the value of the company. At some point investors may not believe that the business can be sold for a profit or that it is a viable business model and stop investing in it which leaves GFM in a cash crunch.

It is very important that GFM find a way to run the business at a profit since they are obviously hundreds of thousands of dollars "in the hole" to us and have lost a great deal of credibility.

Whether or not they can pay off their debt and operate the business at a profit is anyone's guess at this point.

The net effect is that GFM sold shares to a(n) investor(s) in exchange for an undisclosed number of shares in the business that does not have a definitive "bank loan" payback program.

Dec 25, 2016 at 10:39 AM

gschlact
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p.17 #4 · p.17 #4 · Gameface media - heads up on getting paid

Keagan wrote:
After they have them uploaded they are still needing them tagged. The last time I was aware of what they were doing for tagging was off shored companies (China. Phillipines, were ever) would manual review and tag bib numbers for each image before they could be uploaded for participants. I too agree that they did little to nothing to make participants aware of the location of the end results. Short of each photographer telling participants to go to Gameface Media to find the photos. It would seem they should have done a significantly better job of making the results available....Show more →
Pretty pathetic that GFM is not using one of the auto bib number tagging programs that would make availability nearly instant after upload.

Dec 25, 2016 at 11:30 PM

gschlact
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p.17 #5 · p.17 #5 · Gameface media - heads up on getting paid

If I was in the whole with GFM, I would personally contact the VC (venture capital) firms and speak to the lad Partner on their GFM investment. Typically, that partner old also be on the Board Of Directors to help look out for their investment and help with success. Typocally, previous round investors are provided opportunity to add more equity investment in each new round. If the D SEC filing didn't mention previous investors, it isn't a good sign. Most later round new investors require previous round investors to increase their stake as well, kind of demonstrating that nothing is being hidden.

Anyway, in attempting discussion with the Partner, I would try to learn whether they are fully aware of the current ponzi-like photographer payment routine they are conducting. I would think that as an investor, they would not appreciate the 'PR' havoc this and the other forums are creating. So, I would attempt to figure out whether they were aware of these forums, and more importantly whether they were aware of the outstanding debt to all you photogs. (This latter point more a curiousity.) Most importantly, I would attempt to create an alliance with them, their moticpvation to quash the bad PR, and accelerate information dissemination, and of course payments to outstanding past shoots.

I don't have skin in this game, but I hope this info is helpful to one of you. The SEac filing would have the VC firm names and maybe contact info of the principal partner.

-Guy

Dec 26, 2016 at 12:29 AM

TT1000
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p.17 #6 · p.17 #6 · Gameface media - heads up on getting paid

OKshooter wrote:
Thanks for responding so quickly Keagan. This is unequivocally not a loan.

SEC Transactions work a little differently than you explained with you home equity example.

In this case, GFM sold an undisclosed amount of stock (equity) for just over $2m. There is no repayment plan (such as a loan) except that the investor is anticipating that the shares will become more valuable over time when these shares or the company is sold.

The SEC (Securities Exchange Commission) does not regulate bank loans and thus they (bank loans) are not disclosed like private equity investments are.

With that being said you did allude...Show more →

Existing bank loans, if any, are not being disclosed to the SEC because GFM did a private placement not because the SEC doesn't regulate bank loans. If instead they wanted to register securities in connection with a public offering they would have to disclose material contracts including bank loan agreements. Whether or not they provided to investors in their Reg D Offering a private placement memo that included disclosure of their material agreements they are still subject to the anti-fraud provisions of the Federal Security Laws.

A company does not "liquidat[e] the value of the company " (to the extent I can guess what that phrase means) when it sells stock. In fact, the asset side of the balance sheet increases by the amount of the offering. The sale of equity may or may not dilute the value of the existing equity holders (a so-called "down financing round" if it does).

If the shares were valued at ten cents per when I bought in and the new round of equity financing is at 8 cents per then my shares were diluted by the new financing. (Often the existing preferred stock has anti-dilution provisions that would kick in. Of course, if things are dire (I have zero info on the particulars) you may have to negotiate them away to get new money in. That is, existing preferred may have to accept the dilution from (may even participate in) a down round. Again, I don't know what the deal is here.

Re the dreaded down-round:

http://www.geekwire.com/2016/rise-dreaded-round-venture-capitalists-reset-expectations-signs-point-day-reckoning/:

Dec 26, 2016 at 02:56 AM

Keagan
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p.17 #7 · p.17 #7 · Gameface media - heads up on getting paid

TT1000 wrote:
Existing bank loans, if any, are not being disclosed to the SEC because GFM did a private placement not because the SEC doesn't regulate bank loans. If instead they wanted to register securities in connection with a public offering they would have to disclose material contracts including bank loan agreements. Whether or not they provided to investors in their Reg D Offering a private placement memo that included disclosure of their material agreements they are still subject to the anti-fraud provisions of the Federal Security Laws.

A company does not "liquidat[e] the value of the company " (to the extent...Show more →

I assume that with all this going on Gameface is not likely to find an investor willing to shell out what must be several million dollars to keep this ship afloat. That unfortunately means the downward spiral is inevitable. It would be unlikely that any prospective new money would flow in with the current condition of the debt ratios bad publicity and what appears to now be a shift away from using GFM by some race directors. I hope the New Year brings better luck for this venture but GFM will need to watch the cash flow and hopefully perfect their business model to better support event participants.

Dec 26, 2016 at 12:34 PM

OKshooter
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p.17 #8 · p.17 #8 · Gameface media - heads up on getting paid

Keagan-

I have done some research into the "auto tagging" companies.

These systems require bar codes printed on bibs to make the auto-tagging work. As a back-up the bibs also include numbers for manual tagging when the auto-tagging fails. This of course requires coordination with the Race Director whom normally prints the bibs (though the auto-tagging services can provide this as a service).

The bar-codes are much more sensitive to misplacement and thus a certain percentage, more than you might think, need to be manually tagged.

While auto-tagging can be much faster than manual tagging it by no means is immediate.

In fact, the auto-tagging services normally tag using low rez images that have been uploaded to them. The high rez images are overnighted to the tagger whom substitutes them for the tagged low rez images.

Dec 26, 2016 at 09:58 PM

DejanS
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p.17 #9 · p.17 #9 · Gameface media - heads up on getting paid

I don't shoot for Game Face, but have a friend or two who do. It is a recurring theme with my friends...months to pay after promises. Just seems like if you keep shooting for these guys, it's like sticking around in a bad abusive marriage with teh hopes of getting better. Think about this....your money is worth less the longer you wait to get paid.

Dec 26, 2016 at 10:15 PM

gschlact
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p.17 #10 · p.17 #10 · Gameface media - heads up on getting paid

OKshooter wrote:
Keagan-

I have done some research into the "auto tagging" companies.

These systems require bar codes printed on bibs to make the auto-tagging work. As a back-up the bibs also include numbers for manual tagging when the auto-tagging fails. This of course requires coordination with the Race Director whom normally prints the bibs (though the auto-tagging services can provide this as a service).

The bar-codes are much more sensitive to misplacement and thus a certain percentage, more than you might think, need to be manually tagged.

While auto-tagging can be much faster than manual tagging it by no means is immediate.

In fact, the auto-tagging...Show more →

There are auto tagging systems that actually do character recognition of the bib's numerals within the image, open file, run character recognition, tag and rename file.

Dec 27, 2016 at 12:21 AM

gene2632
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p.17 #11 · p.17 #11 · Gameface media - heads up on getting paid

Bib numbers and bar codes and reality... GameFace does a lot of tough mudder type events where bibs get covered in mud, lost, etc and become unreadable. They also have done a lot of fun runs like Santa runs and ugly sweater runs and color runs, again events were bibs are not even there or are obscured quickly. So maybe these traditional tagging systems don't work? Just a a thought on this subject. They still need to get their payments straightened out....

Dec 27, 2016 at 01:39 AM

TT1000
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p.17 #12 · p.17 #12 · Gameface media - heads up on getting paid

Keagan wrote:
I assume that with all this going on Gameface is not likely to find an investor willing to shell out what must be several million dollars to keep this ship afloat. That unfortunately means the downward spiral is inevitable. It would be unlikely that any prospective new money would flow in with the current condition of the debt ratios bad publicity and what appears to now be a shift away from using GFM by some race directors. I hope the New Year brings better luck for this venture but GFM will need to watch the cash flow and hopefully perfect...Show more →

It was not inadvertent that I ignored your previous post which was not addressed to anything I wrote. It simply made no sense as OKshooter alluded to.

However, as you quoted me before your current post suggesting there is some logical connection between the two when there is not and at the risk of rudeness I suggest you learn the distinction between debt and equity before formulating analogies using either term or speculating on the financial condition of a company that I must assume you don't have any direct relationship with let alone access to it's financials, debt ratios or otherwise.

You assume they won't raise new money when they just did ?

Whether most early stage venture capital funded companies live or die typically does not depend on short term profitability-- the vast number of which run at a loss and burn through cash -- but on their future prospects as perceived by the venture capital community and down the road possibly by some investment bank that can unload it so to speak on the public in an IPO or as valued by an acquiring firm.

Edited on Dec 27, 2016 at 03:25 PM · View previous versions

Dec 27, 2016 at 03:29 AM

FFPShooter
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p.17 #13 · p.17 #13 · Gameface media - heads up on getting paid

gschlact wrote:
There are auto tagging systems that actually do character recognition of the bib's numerals within the image, open file, run character recognition, tag and rename file.

None of the few that are available are accurate or efficient for character tagging. I would LOVE to find a program that actually works.

Dec 27, 2016 at 10:12 AM

matthewo
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p.17 #14 · p.17 #14 · Gameface media - heads up on getting paid

bet the FBI, CIA or Homeland Security have some that work.... haha

Dec 27, 2016 at 03:48 PM

jarm45
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p.17 #15 · p.17 #15 · Gameface media - heads up on getting paid

I personally work in a field that creates software regarding OCR for licenses plates. While not the same as bib numbers, character recognition through software is still slower than the not-so-expensive data entry companies. Gameface has instructions here:

for how their data entry companies should tag photos. I doubt they have had any significant break throughs in OCR. Unrelated, but just a reply to some of the previous comments.

**EDIT** I should say OCR for not very clearly displayed strings of numbers (such as bibs or muddy persons) is slower than software (Most of Gameface's events have bib numbers rather small) . If you have a picture that fills the screen with clear bold letters, software will be faster

Dec 28, 2016 at 05:07 PM

gschlact
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p.17 #16 · p.17 #16 · Gameface media - heads up on getting paid

FFPShooter wrote:
None of the few that are available are accurate or efficient for character tagging. I would LOVE to find a program that actually works.

Did you try the Evernote or Google Drive OCR? Some of the consumer printers like HP also come with OCR capabilities in add on programs for the scanner.

I knew there were others, I've had a virus all week with limited time at my PC to look more.
I just went and looked, this is the one I was thinking about. I learned about it back in 2013.
http://www.racenumbertagger.com/

Dec 30, 2016 at 09:01 PM

jarm45
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p.17 #17 · p.17 #17 · Gameface media - heads up on getting paid

So, will we get paid this year? Or will Gameface bankrupt before they pay everyone?

Dec 31, 2016 at 11:07 AM

gene2632
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p.17 #18 · p.17 #18 · Gameface media - heads up on getting paid

If you mean 2016, not likely since it ends today and banking for the year is closed. If you mean 2017, remains to be seen.

Dec 31, 2016 at 12:16 PM

digital5ive0
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p.17 #19 · p.17 #19 · Gameface media - heads up on getting paid

New years resolution,,,,, get paid by GMF, and don't work for companies that have bad track record!

Jan 01, 2017 at 01:34 PM

XYZ123
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p.17 #20 · p.17 #20 · Gameface media - heads up on getting paid

So, is everyone paid in full now, since last month's cash injection?

Edited on Mar 10, 2017 at 03:00 PM · View previous versions

Jan 03, 2017 at 10:54 AM

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