SEC Temporary Suspension Announcement | 02/23/2021
UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
SECURITIES EXCHANGE ACT OF 1934
Release No. 91182 / February 22, 2021
The Securities and Exchange Commission announced the temporary suspension, pursuant to Section 12(k) of the Securities Exchange Act of 1934, of trading in the securities of Bangi, Inc. (BNGI) (CIK No. 0001327238), a defaulted Nevada corporation based in Grosse Pointe Farms, Michigan at 9:30 a.m. EST on February 23, 2021 and terminating at 11:59 p.m. EST on March 8, 2021.
The Commission temporarily suspended trading in the securities of BNGI because of questions regarding the accuracy and adequacy of information about BNGI and its securities in the marketplace concerning, among other things, BNGI's activities, and potentially fraudulent trading activity affecting the market for its securities, including: (a) since at least mid-January 2021, certain social media accounts may be engaged in a coordinated attempt to artificially influence BNGI's share price; and (b) BNGI's share price and trading volume have greatly increased since at least mid-January 2021 in the absence of any publicly available news from BNGI.
The Commission cautions broker-dealers, shareholders, and prospective purchasers that they should carefully consider the foregoing information along with all other currently available information and any information subsequently issued by the company.
Further, brokers and dealers should be alert to the fact that, pursuant to Rule 15c2-11 under the Exchange Act, at the termination of the trading suspension, no quotation may be entered unless and until they have strictly complied with all of the provisions of the rule. If any broker or dealer has any questions as to whether or not it has complied with the rule, it should not enter any quotation but immediately contact the staff in the Division of Trading and Markets, Office of Interpretation and Guidance, at (202) 551-5777. If any broker or dealer is uncertain as to what is required by Rule 15c2-11, it should refrain from entering quotations relating to BNGI securities until such time as it has familiarized itself with the rule and is certain that all of its provisions have been met. If any broker or dealer enters any quotation which is in violation of the rule, the Commission will consider the need for prompt enforcement action.
If any broker-dealer or other person has any information that may relate to this matter, they should immediately contact Ana D. Petrovic, Assistant Regional Director, at (312) 886-8176. The Commission appreciates the assistance of the Financial Industry Regulatory Authority.
BNGI Bangi Inc
Investor notification of a Fundanna website change: ORIGINAL BEFORE THE OFFERING WAS CLOSED. Irregular Use of Proceeds The Company may make Irregular Use of Proceeds. Such Irregular Use of Proceeds, which may be in material amounts in excess of $10,000, may include by way of example and not limitation: Vendor payments and salary made to management, business associates, relatives, related parties and/or affiliates thereof; expenses labeled "Administration Expenses" that are not strictly for administrative purposes; expenses labeled "Travel and Entertainment"; and expenses that are for the purposes of intercompany debt or back payments. Without limiting the above, the Company may elect to vary from the proposed use of funds as circumstances or assessments of circumstances following the closing change. Present Use of Proceeds The allocation of the use of proceeds among the categories of anticipated expenditures represents management’s best estimates based on the current status of the Company’s proposed operations, plans, investment objectives, capital requirements, and financial conditions. Future events, including changes in economic or competitive conditions of our business plan or the completion of less than the total Offering, may cause the Company to modify the above-described allocation of proceeds. The Company’s use of proceeds may vary significantly in the event any of the Company’s assumptions prove inaccurate. We will retain broad discretion in the allocation of the net proceeds from this Offering, reserve the right to change the allocation of net proceeds from the Offering as unanticipated events or opportunities arise and could utilize the proceeds in ways that do not necessarily improve our results of operations or enhance the value of our Common Stock. Additionally, the Company may from time to time need to raise more capital to address future needs that we may not have anticipated as of the date of this Offering Circular. https://www.sec.gov/smallbusiness/exemptofferings/regcrowdfunding Accela Cases Case Number Dept. Filed Planner Project Name Status 08EXE-00000-00047 P 2/22/2008 BB GALLUP&STRIBLING FARM COMBO SIGN Closed 09CNS-00000-00012 P 3/13/2009 JH STRIBLING REZONE Closed 09CUP-00000-00052 P 12/18/2009 ML VERIZON @ GALLUP & STRIBLING NURSERY Closed 10BAR-00000-00059 P 4/6/2010 AH VERIZON @ GALLUP & STRIBLING NURSERY In Review 18EMP-00000-00003 P 3/2/2018 KL SOUTHERN CALIFORNIA GAS REPAIR In Review 18CNS-00000-00046 P 8/15/2018 SM LOUIS ARMSTRONG, LLC - CANNABIS CONSULTATION Closed 18ZEV-00000-00276 E 10/19/2018 SM WELTY UNPERMITTED STRUCTURES In Suspension 18BDV-00000-00110 E 10/19/2018 SM WELTY UNPERMITTED GREENHOUSES Violation Processing 19CDP-00000-00004 P 1/24/2019 ME LOUIS ARMSTRONG AND ASSOCIATES LLC - CANNABIS CULTIVATON In Review 19CUP-00000-00002 P 1/24/2019 ME LOUIS ARMSTRONG AND ASSOCIATES LLC - CANNABIS CULTIVATON Awaiting Applicant Action 19DVP-00000-00008 P 1/24/2019 ME LOUIS ARMSTRONG AND ASSOCIATES LLC - CANNABIS CULTIVATON Awaiting Applicant Action 19BAR-00000-00077 P 4/18/2019 LG LOUIS ARMSTRONG AND ASSOCIATES LLC - GREENHOUSE IMPROVEMENTS Conceptual Review 19ZEV-00000-00159 E 5/8/2019 SM Louis Armstrong LLC Unpermitted Cultivation Violation Processing 19ZEV-00000-00175 E 5/21/2019 SM Odor Complaint In Review https://aca.sbcountyplanning.org/CitizenAccess/Report/ShowReport.aspx?module=&reportID=1235&reportType=LINK_REPORT_LIST
Authorized Shares 9,997,999,997
Outstanding Shares 8,061,487,035 05/08/2020 Outstanding Shares 7,361,487,035 10/28/2019
Outstanding Shares 6,711,487,035 10/18/2019
Outstanding Shares 5,561,487,035 09/10/2019
Outstanding Shares 4,246,827,035 As of January 31, 2019
Outstanding Shares 3,997,999,997 11/21/2018 https://www.otcmarkets.com/stock/BNGI/security
Also of note:
ASC Variation of Cease Trade OrderAnnouncement | 08/22/2019
ALBERTA SECURITIES COMMISSION
CEASE TRADE ORDER: VARIATION
Citation: 2019 ABASC 132
(formerly Compass Biotechnologies Inc.)
1. Bangi Inc. (the Issuer), a reporting issuer under the Securities Act (Alberta) (the Act), underwent a name change from Compass Biotechnologies Inc. on 10 April 2019.
2. The securities of the Issuer are subject to a cease-trade order by the Alberta Securities Commission on 14 May 2013 (the CTO), cited as Compass Biotechnologies Inc., Re, 2013 ABASC 210 in consequence of the Issuer's failure to file periodic disclosure pursuant to section 146 of the Act.
3. Variation of the CTO to reflect the Issuer's change of name would make clear that the CTO remains in effect despite that change.
4. The undersigned, considering that it would not be prejudicial to the public interest to do so, orders under subsection 214(1.1) of the Act that the CTO is varied to reflect the Issuer's change of name.
22 August 2019
"original signed by"
Director, Corporate Finance
Alberta Securities Commission
Search Cease Trade Orders
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WITHDRAWAL OF FORM 1-A
18530 MACK AVE.
GROSS POINT FARMS, MI 48236
April 23, 2020
Securities and Exchange Commission
Division of Corporation Fin
100 F Street, N.E.
Washington, D.C. 20549
|Bangi, Inc. |
Withdrawal of Form 1-A filed October 10, 2019
File No. 024-11088
Ladies and Gentlemen:
On behalf of Bangi, Inc., a Nevada corporation (“Company”), we hereby request that the offering on Form 1-A/A (File No. 024-11088) as filed with the Securities and Exchange Commission (“Commission”) on October 10, 2019 (“Reg A”) be withdrawn effective immediately.
UPDATE ON THE STATUS OF MANAGEMENT PER THEIR 8K FILING
NOW, THEREFORE, be it:
RESOLVED, that Directors Willard Jackson, Hill Harper and Richard Shykora terms of service on the Board of Directors has ended;
RESOLVED, that the resignation of Neil Parsan as Chairman of the Board of Directors and CEO of the Company is hereby accepted to take effect immediately;
RESOLVED, that Nicole Birch is hereby appointed Chairperson of the Board of Directors and CEO of the Company effective immediately;