JB and ZJMY Holding Co (JBZY)

[Stock Farmer]

A S-1 Registration is the SEC process by which a company can go public. DOLV IS ALREADY A PUBLIC COMPANY.

No reason to do a S-1 Registration again unless they plan on re-registering with the SEC. It is not required since JB&ZJMY can spend the one year "seasoning" period on OTCmarkets and then list to NASDAQ and become SEC reporting. Conversely, JB&ZJMY can list to NASDAQ or other exchange in a few short months by doing a bought deal or firm commitment underwriting and becoming SEC reporting. Again, the S-1 registration is to become publicly traded.

JB&ZJMY avoided the S-1 by reverse merging with Dolat Ventures, a publicly traded company. The private company, JB&ZJMY, is replacing the public shell company, Dolat Ventures. DOLV's board of directors has already been supplanted by Wang and company. The reverse merger will be finalized when all corporate actions relating to the merger are approved by FINRA and the name and ticker change become effective.

As I have posted repeatedly, I agree that the 10-K and 10-Qs could be a response to a request by FINRA for more information. If the 10-Ks and 10-Qs keep coming down the pipe, I would think that DOLV is working on becoming SEC reporting as a precursor to moving up to NASDAQ and not as a request by FINRA relating to the name and ticker change.

A pink can choose to be SEC reporting. It doesn't have to be. As part of a pink's initial disclosure process it is required to provide 2 years of financials. See Pink disclosure guidelines on OTCmarkets.

From RO's book:
"You don't avoid SEC disclosure and audit requirements by doing a reverse merger." You still have to file the PCAOB audit with the SEC within four days of closing the reverse merger. 8-Ks are required upon completion of an acquisition (merger). When involved with a reverse merger, it is known as a Super 8-K. When the name and ticker changes (which they will), look for a Super 8-K and PR within days. As stated in RO book, "If you go public through a reverse merger, ... , then you are public the day your merger closes and the Super 8-K is filed."

A company can also go the Form 10 (blank check shell) route to go public. DOLV is not a Form 10 Virgin Non-Reporting/Non Trading Shell. Form 10 does not apply to DOLV. These shells do not trade either on the OTCmarkets or pink sheets. Again, Form 10 shell does not apply to Dolat Ventures.

A Form 10 shell has no free-trading stock so to trade you have to go through the entire S-1 registration process anyway (unless you meet a very pricey exemption). According to RO's book Form 10 (blank check shells), "in general they can be a complete waste of your money....Give very serious consideration to contacting an SEC professional before you potentially waste tens of thousands of dollars to buy a shell that does nothing for you."


Here is some reading material:

From Wiki

Form S-1 is an SEC filing used by companies planning on going public to register their securities with the U.S. Securities and Exchange Commission (SEC) as the "registration statement by the Securities Act of 1933". The S-1 contains the basic business and financial information on an issuer with respect to a specific securities offering.

https://www.fool.com/investing/general/2015/06/22/sec-form-s-1-what-is-it-why-is-it-important.aspx

In some ways, it's similar to the kinds of information found in an already-public company's SEC Form 10-K, the annual filing that contains fully audited financial results and conditions for each company's fiscal year.

https://www.briefing.com/investor/learning-center/general-concepts/sec-documents-you-should-know/

Financial Reporting Forms
10-K The annual financial filing form required of all companies. The 10-K is the single most complete description of a company, with a complete description of all risks and history of the business. The 10-K must be filed within 90 days after the closing of the company's fiscal year.
10-Q The 10-Q is the quarterly filing of financial reports. It often does not have the three-year history of financials as the 10-K does, though some companies include this. The 10-Q must be filed within 45 days of the closing of the quarter. There is no 10-Q for the fourth fiscal quarter, as the 10-K fulfills this function.
Amendments to previously filed 10-Ks and 10-Qs are identified with a "/A" as in 10-K/A.

http://www.vfinancialgroup.com/why-buy.html

Why Go Public with a Form 10 Shell?
Let me start by answering what a Form 10 Shell Company (blank check company) is. A Form 10 Shell Company, or virgin shell as they are sometime referred to, are reporting to the SEC and they have a class of stock registered under the Securities and Exchange Act of 1934, but do not trade on any stock exchange. They do not have any individual securities registered pursuant to the Exchange Act of 1933. They traditionally have no cash, no debt, no business, and a nominal number of shareholders. Their sole purpose is to identify and acquire an operating business through a merger, share exchange, or other transaction.

The price of other types of existing shells such as Over the Counter Bulletin Board, "OTCBB" or legacy shells, carry with them significant risks and a huge price tag. Most of these shells have an existing shareholder base (not clean shells), still have large amounts of debt, do not qualify for the benefits of the JOBS Act, and cost an average between $200,000-$600,000 USD.