1pm Industries Inc (OPMZ)

[surfkast]

Wash, rinse and repeat for years! All companies using the same boilerplate.


intergral did some nice work in September/October 2014. Talk about the SEC and questionable P/R's, what about 8K's? EMBR filed a 15-12g in January 2015. Look at all the pretty EMBR filings prior!

http://www.otcmarkets.com/stock/EMBR/filings

integral Member Level Wednesday, 10/22/14 09:33:16 AM
Re: monda2frida post# 17024
Post # of 17068

Reverse mergers are to be treated as a business combination, and audited. Since Joseph Wade Mezey, Esq. had an issue with the same horse in 2006, EMBR is still a shell, the SEC already opined on it. This audit in a business combination with a shell corporation does not even provide for a 71 days, it was required to be published on Form 8K with audited financials within 4 days from the transaction.

Also, they need to account for what exemption was used for tax purposes on the stock swap, this has IRC and SEC implications.



The SEC already told Wade or Mezey or whatever his name is, that a horse does not satisfy "shell company" status pursuant to the Securities Act Rule 405.

So changing his name and moving the horse to a different shell will not change things.

So it was a shell, and the 71 day period is not offered to shell companies in a business combination.

Trying to change his name and the name of the shell to circumvent the SEC is not smart. We will just make sure the staff attorney for EMBR talks to the staff attorney for the other shell in which he tried this stunt so they can get on this BS right away.

4 days has come and gone, where is the acquisition/business combination 2.01 on Form 8K?




integral Member Level Wednesday, 10/22/14 09:21:05 AM
Re: Merkin69 post# 17018
Post # of 17068

For your reading pleasure,

Form 8K, Item 2.01, closing on the acquisition was required to be published no later than 4 business days from the transaction.

http://www.sec.gov/answers/form8k.htm

Since it is a wholly owned acquisition, the financials are to be consolidated, the issuer is required to audit and provide consolidated audited financials and pro-formas. The trigger event is the filing of Item 2.01 and the time required to furnish Item 9.01 is 71 days (don't know where 75 days came from).

https://www.sec.gov/about/forms/form8-k.pdf


So either there is no acquisition, or the company is seriously delinquent with the SEC.

But then again, Joseph Wade or J. Wade Mezey, Esq., whatever he likes to change his name to, has to figure out what he wants to do, maybe the audits wont match his press releases, something that stinky pinkies do often enough.

Still trying to figure out why he tried to sell the same horse back in 2006 into another shell that the SEC gave them fits over on shell status and comments in the S-1. This rocking horse has been around the block with Mr. Wade or Wade Mezey or whatever he is.

My guess is this scam shell will be like the last scam shell he and the rocking horse did, dead.




integral Member Level Thursday, 09/04/14 04:26:40 PM
Re: monda2frida post# 16814
Post # of 17068

Check out the issuers original 10-12g filing in 2013, look who signed it. Is that a different Joseph Wade?

Or is it the same Joseph Wade who issued himself $945,000 in stock for 18 months of accrued compensation.

This
is a huge problem now.

http://www.sec.gov/Archives/edgar/data/1552719/000118518513002071/embarrdowns10-12g091813.htm



Sec PROBLEMS!
http://www.sec.gov/Archives/edgar/data/1552719/000000000014001257/filename1.pdf



integral Member Level Wednesday, 09/03/14 10:33:34 AM
Re: Bocephus post# 16754
Post # of 17068


Quote:
Item 8.01 Other Events.

(1)
Over the past 60-75 days, the Company’s majority shareholders had been discussing selling their position to a Company looking to do a reverse into Embarr Downs. The purchase price was approximately $300,000. Due to the uncertainty during the time, the Company did not finish building the fish farms in Indiana. Last week the Company’s majority shareholder decided against selling their position.

(2)
During this time the Company’s directors reevaluated its current operations. The Company’s directors decided that its current operations required significant cash to operate and manage before revenue would be generated. As such, the Company decided to postpone the launch of the Embarr Farms until the Company has sufficient revenue to offset the need cash to expand the Company. As a result of this the Company’s directors have agreed to merge a company owned and operated by them into Embarr Downs.

(3)
Embarr Downs and W+B Partners have agreed to merge the operations of W+B Partners into Embarr Downs. W+B Partners began operating in June 2014. W+B Partners has three operating divisions. The operating divisions are: (1) Consulting, (2) real estate and (3) event management.

Consulting: The consulting division assists companies to go public. This operates as W+B Consulting

Real Estate: This division acquires and flips properties and operates as SouthCorp Capital which is currently traded under the symbol of STHC

Event Management: The Company recently acquired Torrent Energy which trades under TREN. Last week the Company acquired the rights to thepokertour.com and expects to merge The Poker Tour (TPT) into Torrent Energy. TPT will operate as a poker tour similar to WSOP and WPT but will air its tour online. The goal with TPT will be to create the first actual poker tour that does not require a buy-in and limits the fields based on rankings similar to golf and tennis.

W+B Partners has generated revenue of approximately $400,000 since it began operating in June 2014 and has assets in excess of $5,000,000. The assets are based on the closing price of the securities it holds. W+B Partners typically is paid a cash fee plus a 4.9% stake in its consulting clients. We expect the merger to close after September 1 due to the fact that Embarr’s quarter will end on August 31. By closing after September 1 it will provide the Company additional time to determine the accounting impact of the merger and if the previous revenue will be account for on Embarr’s profit and loss or just on-going revenue will be accounted. The merger will not result in the issuance of any additional shares since our current majority shareholders are the majority shareholders of both entities.


Just formed?

Where is Item 1.01? And the Exhibit

http://www.dbo.ca.gov/ENF/pdf/2009/Mezey_adr.pdf

http://www.sec.gov/Archives/edgar/containers/fix061/1103137/05/000131570305000119/stockpurchaseagreement.htm

http://www.secinfo.com/d184Rx.ua.htm