Talon Real Estate Holding Corp. (fka TALR)

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Renee

11/26/19 9:35 AM

Post #98

TALR registration revoked:

https://www.sec.gov/litigation/opinions/2019/34-87614.pdf

Renee

09/21/18 9:38 AM

Post #97

TALR SEC Suspension for severely delinquent Financials/Filings:

https://www.sec.gov/litigation/suspensions/2018/34-84244.pdf

Order:

https://www.sec.gov/litigation/suspensions/2018/34-84244-o.pdf

Admin. Proceeding:

https://www.sec.gov/litigation/admin/2018/34-84243.pdf

LexTrader

09/12/18 7:03 AM

Post #96

Item 1.01.
Entry into Material Definitive Agreements.

Antigua

On August 31, 2018, Talon OP, L.P. (Talon-OP), which is the entity through which Talon Real Estate Holding Corp. (“Talon”) conducts substantially all of its business, entered into a Contribution Agreement (the “Antigua Contribution Agreement”) with First Capital Real Estate Trust, Incorporated (“Contributor”), through First Capital Real Estate Operating Partnership, L.P. (the “FC-OP”), its operating partnership, for the acquisition of the FC-OP’s interests in and to Goat Head Hill and Dutchman’s Bay, Island of Antigua (the “Antigua Project”), including, without limitation, that certain Memorandum of Agreement dated July 28, 2015 between Brown McLennon, the FC-OP and the government of Antigua and Barbuda regarding the development of hotels on the properties known as Dutchman’s Bay and Goat Head Hill on Antigua and the FC-OP’s 100% ownership interest in Goat Head Hill Resort Development Ltd and Dutchman’s Bay, an Antigua and Barbuda Corporation.

Pursuant to the Antigua Contribution Agreement, the FC-OP agreed to transfer all of its interests in the Antigua Project to Talon-OP. In consideration for such transfer Talon-OP will issue to the FC-OP $30.0 million in units of its limited partnership interests (“LP Units”), or 12,000,000 LP Units based on a valuation of $2.50 per LP Unit. The LP Units will be payable in three installments over a two year period. The FC-OP has agreed to sign such documents at the Closing as are necessary in connection with its admission as a limited partner of the Company.

Pursuant to the terms of the Antigua Contribution Agreement, Talon-OP’s obligation to close upon the acquisition is subject to customary conditions to closing. There can be no assurance that a transaction will be consummated.

The foregoing description of the Antigua Contribution Agreement is a summary only and is qualified in its entirety by reference to the complete text of the Antigua Contribution Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K.

Hotels

On August 31, 2018, Talon OP, L.P. (Talon-OP), which is the entity through which Talon Real Estate Holding Corp. (“Talon”) conducts substantially all of its business, entered into a Contribution Agreement (the “Hotels Contribution Agreement”) with First Capital Real Estate Trust, Incorporated (“Contributor”), through First Capital Real Estate Operating Partnership, L.P. (the “FC-OP”), its operating partnership, for the acquisition of seven entities, as described in the Hotels Contribution Agreement. In consideration for such transfer Talon-OP will issue to the FC-OP $14,796,765.00 in units of its limited partnership interests (“LP Units”), or 5,918,706 LP Units based on a valuation of $2.50 per LP Unit. The aggregate value of the Companies/Hotels is $40,790,000 and a credit for existing indebtedness (“Existing Indebtedness”) of $25,993,235.00. The Existing Indebtedness is set forth on Exhibit B attached hereto. The FC-OP has agreed to sign such documents at the Closing as are necessary in connection with its admission as a limited partner of the Talon-OP.

Pursuant to the terms of the Hotels Contribution Agreement, Talon-OP’s obligation to close upon the acquisition is subject to customary conditions to closing. There can be no assurance that a transaction will be consummated.

The foregoing description of the Hotels Contribution Agreement is a summary only and is qualified in its entirety by reference to the complete text of the Hotels Contribution Agreement, which is attached as Exhibit 10.2 to this Current Report on Form 8-K.

As previously reported, Talon-OP and Contributor and/or FC-OP previously entered into a contribution agreement for the acquisition by the Contributor and/or FC-OP of Talon-OP’s interest in Talon First Trust, LLC, a Delaware limited liability company. Other than the foregoing and as set forth in this Current Report on Form 8-K, there are no material relationships between Talon-OP and the Contributor or FC-OP.

Item 4.01.
Changes in Registrant’s Certifying Accountant.

On September 10, 2018, Talon-OP engaged Turner, Stone & Company, L.L.P. (“Turner Stone”) as its new independent registered public accounting firm. The decision to appoint Turner Stone was approved by the independent directors of the board of directors of the Company (the “Board”).

During the fiscal years ended December 31, 2016 and December 31, 2017 and the subsequent interim period through September 10, 2018, neither Talon-OP nor anyone acting on behalf of Talon-OP consulted Turner Stone regarding any of the matters or events set forth in Item 304(a)(2) of Regulation S-K.

goose44

07/24/18 2:40 PM

Post #94

Re: #93: @goose44 - now you post because you got your bid

TALR ANNOUNCED ACQUISITON/MERGER FROM BLOOMBERG

goose44

07/17/18 10:04 AM

Post #93

Re: #92: @Penny Machine - Huge Drop from .39 Run

now you post because you got your bid filled. TALR GOING TO TRIPS!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!

Penny Machine Free

07/17/18 9:59 AM

Post #92

Huge Drop from .39 Run

goose44

07/10/18 11:25 AM

Post #91

Re: #90: @LexTrader - Now you just need to add some maturity

lex, finally i hit it big, I need to brag for a few days, weeks. feels so good!!!

LexTrader

07/10/18 11:08 AM

Post #90

Now you just need to add some maturity to your "riches". Yikes! lol

goose44

07/10/18 9:57 AM

Post #89

Re: #88: @droopyeyes - Watch ur language ahole

lol, I am rich, talr can go straight to hell. thank you 2748!

droopyeyes Free

07/10/18 12:26 AM

Post #88

Watch ur language ahole

bullstocker Free

07/05/18 10:52 PM

Post #86

Rental listing updated 06/28. Everything adds up.

?http://www.loopnet.com/Listing/180-E-5th-St-E-Saint-Paul-MN/7348697/?

bullstocker Free

07/05/18 9:22 PM

Post #85

Re: #83: @AD2000 - Not much to hold this down right now

Totally agree. Just need 1 mention, 1 PR, anything. Level 2 couldn’t be thinner.

goose44

07/05/18 1:50 PM

Post #84

Re: #83: @AD2000 - Not much to hold this down right now

buying the gap scam. this will go back down and the ask will get undercut.

AD2000

07/05/18 1:44 PM

Post #83

Not much to hold this down right now

Drigue

07/05/18 1:26 PM

Post #82

Big move should be coming

harmsen

07/05/18 12:31 PM

Post #81

Re: #80: @GunShow_Trader - Lots of doubt about debt and what will

Here we go!!!!

GunShow_Trader Free

07/05/18 12:02 PM

Post #80

Re: #79: @Drigue - How this isn’t flying is amazing

Lots of doubt about debt and what will be done with any profits if there are any.

Drigue

07/05/18 11:06 AM

Post #79

How this isn’t flying is amazing

goose44

07/05/18 10:29 AM

Post #78

Re: #77: @goose44 - with the desperation of the idiots who bought

down almost 90 percent now, will be down 99 percent very soon!

goose44

07/05/18 10:29 AM

Post #77

Re: #76: @goose44 - looking at 5 cents here to get in

with the desperation of the idiots who bought this at 40 cents, I have decided now to bid under a penny. could make some mass fortune once the huge dumps occurr.

goose44

07/05/18 10:26 AM

Post #76

Re: #75: @goose44 - down 85 percent

looking at 5 cents here to get in maybe for a flip. have to see the damage tomorrow

goose44

07/05/18 10:16 AM

Post #75

Re: #74: @goose44 - down 80 percent in 1 day says your

down 85 percent

goose44

07/05/18 10:14 AM

Post #74

Re: #69: @bullstocker - The $51mil loan was a construction loan for

down 80 percent in 1 day says your hope is wrong

johnnylaw12 Free

07/04/18 10:44 PM

Post #73

The great thing about a pos like this is you can use your shares to start a dumpster fire to keep warm.

S2focus

07/04/18 2:42 PM

Post #72

Re: #69: @bullstocker - The $51mil loan was a construction loan for

Wonderful post, thank you for breaking it down as I hadn’t had time to yet. Easy $2+ stock here. I’ll keep my lotto tickets.

bullstocker Free

07/04/18 12:03 PM

Post #71

Re: #70: @droopyeyes - Nice post . Is it Thursday yet ?

In my opinion several times over

droopyeyes Free

07/04/18 11:53 AM

Post #70

Re: #69: @bullstocker - The $51mil loan was a construction loan for

Nice post . Is it Thursday yet ?
I want some more .10!
With 98 million sale this should be
In dollar range no?

bullstocker Free

07/04/18 10:19 AM

Post #69

Re: #42: @coachp - Quick question, how do I own a $98

The $51mil loan was a construction loan for the St Paul property, for full renovation, expansion, complete mechanic lien payoff, and 100% payoff of the original loan on that property (purchase price of $32mil.)

They bought the property for $32mil, and at the time the $51million construction loan was issued, they had a remaining principal balance of $28mil plus $1mil in interest in the St Paul property, plus mechanic liens for work completed.

They were definitely in trouble before selling the St Paul property, because they had roughly $66 million in total real estate holdings (including other multi-million$ properties) that they needed to sell, putting them cash flow negative until the $98mil St Paul sale that just happened, and lost their CFO, a couple of board members, and their accounting firm (who is probably hating life today)..

They just cleared over $40million on St Paul, which is enough to pay off every mortgage they have outstanding, leaving them a $30+ million asset value on remaining properties (minimum), pay any and every SEC-required expense to get current, while doing so with zero debt and millions in rental income.

At 17mil OS, in my opinion this has the highest multi-bagger potential in the OTC.

goose44

07/03/18 11:38 AM

Post #68

Re: #67: @Drigue - Shocked it hasn’t launched. If it drops under

agree, this will launch to a couple of dollars

Drigue

07/03/18 10:55 AM

Post #67

Shocked it hasn’t launched. If it drops under .10 it’s a must buy

S2focus

07/03/18 10:49 AM

Post #66

I just don’t feel like the market is aware of the whole picture here yet honestly. Yes this moved 1500% yesterday but it isn’t even close to what the true valuation should be. This should be over a dollar.

GunShow_Trader Free

07/03/18 10:31 AM

Post #65

Re: #64: @goose44 - agreed, looking under the 10 cent range once

Good luck to you too.

goose44

07/03/18 10:21 AM

Post #64

Re: #63: @GunShow_Trader - Agreed. Can’t blame them either. I don’t think

agreed, looking under the 10 cent range once they drop this down there. maybe not today but I have my bids in and have this on radar. gl

GunShow_Trader Free

07/03/18 10:19 AM

Post #63

Re: #62: @goose44 - got a good flip, looking to do it

Agreed. Can’t blame them either. I don’t think it sees 40 again, but like S2Focus, I might take some lottery tickets down here.

goose44

07/03/18 10:18 AM

Post #62

Re: #61: @GunShow_Trader - Imagine those stuck at .40. Smh. I

got a good flip, looking to do it again possibly but it looks like the ones who got stuck are now trying to sell at the ask for a loss

GunShow_Trader Free

07/03/18 10:16 AM

Post #61

Re: #59: @goose44 - timber!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!

Imagine those stuck at .40. Smh. I hope they sold shortly after they bought.

goose44

07/03/18 10:12 AM

Post #60

Re: #58: @S2focus - I grabbed some lotto tickets, curious where this

fake news here, love the dip

goose44

07/03/18 10:07 AM

Post #59

Re: #58: @S2focus - I grabbed some lotto tickets, curious where this

timber!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!

S2focus

07/03/18 9:49 AM

Post #58

I grabbed some lotto tickets, curious where this one is gonna go.

goose44

07/03/18 9:41 AM

Post #56

Re: #55: @goose44 - 10000000 bagger!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!

lets go turkeys!!!!!!!!!!!!!!!!

goose44

07/03/18 9:38 AM

Post #55

Re: #54: @crudeoil24 - Who knows what is hidden from potential investors.

10000000 bagger!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!

crudeoil24 PremiumMember

07/03/18 9:26 AM

Post #54

Re: #48: @Mistr Tommy - If financials are same as 2016, except value

Who knows what is hidden from potential investors. Play the momo > Adult musical chairs > LOL.

KOmani

07/03/18 9:12 AM

Post #53

Re: #52: @GunShow_Trader - Good research, but nobody will listen and everybody

Notice how the news was put out right before a holiday?

Hoping that regulators won't shut it down before the pump and dump it.

GunShow_Trader Free

07/03/18 9:10 AM

Post #52

Re: #47: @KOmani - Here is the company that bought the asset:

Good research, but nobody will listen and everybody will smack this and then MANY will be so mad when they’re trapped in a worthless stock.

There has been NOTHING said about a dividend and yet so many are spreading that misinformation to entice people to buy.

New bagholders coming up.

GunShow_Trader Free

07/03/18 9:08 AM

Post #51

Re: #48: @Mistr Tommy - If financials are same as 2016, except value

There is NO WAY the financials are the same as they were in 2016. There were expenses and accumulated debt building over the last two years.

coachp

07/03/18 7:39 AM

Post #50

Re: #43: @Drugdoctor - You sell it for 98 million dollars and

In the OTC? OK

crudeoil24 PremiumMember

07/03/18 7:21 AM

Post #49

Re: #47: @KOmani - Here is the company that bought the asset:

A beautiful dungeon: https://www.google.com/maps/place/180+5th+St+E,+St+Paul,+MN+55101/@44.9483033,-93.089053,3a,75y,140.09h,90t/data=!3m6!1e1!3m4!1s29w8NV8RS0yxIWzWt59CYQ!2e0!7i13312!8i6656!4m5!3m4!1s0x87f7d54ffb02d6bf:0xb0dd66216e0ba602!8m2!3d44.947919!4d-93.088584

Mistr Tommy Free

07/03/18 6:27 AM

Post #48

If financials are same as 2016, except value of building is changed to 98 million, we are looking at a book value of over 1$. And assets over $100 million. They also were projected to do over $10 million in revenue in 2016. I think its undervalued here at .18 with 3 million dollar market cap. Especially with the clean L2

KOmani

07/03/18 5:32 AM

Post #47

Re: #44: @GunShow_Trader - Or you’ve accumulated a lot of debt over

Here is the company that bought the asset:

https://www.otcmarkets.com/stock/FCRE/profile

Here is there latest financials:

https://backend.otcmarkets.com/otcapi/company/sec-filings/12770194/content/html

(They don't have anywhere near $90 Million in cash, they reported having a little more than $2 Million with total assets of less than $7 Million.)

It took me awhile to find this company as they have transferred assets a couple of times.

In fact, I believe a number of their subsidiaries have declared bankruptcy.

It seems that they may stiffed a few shareholders while they were more of a private REIT, but it is kind of hard to verify.

Here is the news about subsidiaries going bankrupt:

http://www.whitesecuritieslaw.com/2017/05/30/first-capital-real-estate-trust-inc-files-for-bankruptcy-protection/

As you can see, the article does mention Presidential Realty.

Of course, if you look into the filings of that company, they have also ceased ....

Sensing a pattern?

Of course, news about someone acquiring assets sounds great and may lead a few people to think the stock to be worth a lot more than $0.184 a share.

But when all the parties involved seem to think filing audited Financials is not important .... and that simply walking away is a legitimate business strategy well, let's just say it's not the most shareholder friendly company.