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Re: None

Monday, 12/01/2014 8:51:24 PM

Monday, December 01, 2014 8:51:24 PM

Post# of 50102
Why the absence of a Form D filing may be a positive sign

We had a rather interesting discussion in the FB group today. I thought I’d summarize and share for those who may not be in the group. I believe some very good information may have come from it.

First, let’s talk about Form D.

SEC Rule 503 requires a Form D to be filed when securities are sold (public) or capital is raised (private). Rewind to Oct 2013, when Telogis raised $93M. Look up the filings for Telogis on the SEC site. Guess what, a Form D was filed for that $93M.

Now, let’s look at Oct 2014. Telogis receives an undisclosed investment from GM Ventures. Depending on your interpretation of the rule, Telogis has 15-30 days to file the Form D. It has now been over 30 days, yet a Form D has not been filed. This means Telogis is in violation of rule 503. A penalty will be issued per Rule 507. The penalty is a one year disqualification from the Rule 506 exemption. Rule 506 allows a company to raise UNLIMITED funds from the PUBLIC. i.e. An Initial Public Offering

So, since Telogis has violated rule 503, they are no longer allowed to solicit funds from the public (for a year). This means Telogis cannot perform an IPO within the next year. Now, why is that a good sign?

It may add weight to the reverse takeover theory. Telogis can still take over a shell via an APO. An APO is privately funded; therefore the Rule 507 penalty has no effect on their funding. Also, note all the money Telogis has hoarded recently. Surely this is what they plan to do. Telogis also seems to be compliant with the SEC Seasoning Rules for this type of merger.

However, the absence of a Form D filing could show that Telogis isn’t going public at all. Therefore the Rule 507 penalty has no effect. But, again, with all the recent money they’ve received, this option seems unlikely.

When the APO could happen is unknown. The process can take as little as 30 days. We all hold Telogis to their “late 2014” statement, but that seems less likely as the year comes to a close. First, that statement was made regarding an IPO. Second, that statement was made before they spent the $93M. Things change.

That doesn’t rule out an APO though, it just may be a little later than we anticipated. And finally, let's hope the shell they takeover is RMTD. I have BNCM as a backup plan due to their relation and convoluted history.

No made up deadlines or pumps. Just research and DD.

GO RMTD