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Some of what I have read is that the broker-dealers submit a form 211 not the company in question....... But then again there is talk about the company submits the form 211 to FINRA
It is that or go through Finra with a 211.
One pusher telling another pusher that he is making sense. Hilarious.
MCIC - To Uranus
That makes sense. JMHO
$MCIC TO PLUTO AND BEYOND
Could it be mcic showed them company coming in where sells I saw and recorded is coming in
Rumors have talked about mcic going to bigger board we know Ben wanted to
That’s above my pay grade that’s why I have you to figure all that shit out
But otc will be fixed ? My big ? Is do we go to bigger board ???
So did the 18 month period expire for MCIC ....and to really fix the Unsolicited Quotes problem will MCIC have to go to OTCQB ?
Thanks for all the info..................so how did MCIC get the "Shell Risk" flag removed if providing evidence to remove it must be shown in publicly reported financial statements......
If a company receives a shell risk flag, it has the opportunity to provide evidence, including changes in financial condition reflected in publicly reported financial statements, to request the removal of the flag.
The OTC has done nothing wrong. You may want to stop kissing the arse of a "management team" that has accomplished nothing for shareholders in 5+ years (or the entire existence of the "company"). Under their watch, the PPS is barely over one tenth of a penny with horrible volume.
18-month period will expire on March 28, 2023. MCIC filings on shell status change in Q report hit 03-31-2023. Supplemental info on 12-31-2022 starts to make some sense because Ben acted early to stop this issue. The sales were in the reverse merger target but the dumb asses at OTC M would not listen. This is why I am not a lawyer. I would piss too many people off.
Re-Obtain Piggyback Eligibility.15c2-11 review. It's the key to fixing this mess in that stupid rule change. MCIC dropped shell status. Dropped shell risk status. Looks to me like a bad lawyer letter on current info in regards to that lawyers opinion or should we say interpretation of rule 211 and shell status of MCIC back then that caused this entire problem. Created one hell of a mess for Ben and the reverse merger target. After dropping shell status, shell risk BS, going OTC M current with new Atty letter? Lost the ability to hump a pig for exception to get quotation before a merger? What a void in the rules for a few pinks that were actually working on something? No wonder he hired multiple lawyers to fix this mess. It never should have happened to start with. The only piggy in the room was OTC Markets milking companies for money. If I am looking at this the right way, MCIC is setting up to fix this BS.
The 211 Rules And Shell Companies
The panic among OTC Markets shell companies is likely related to the upcoming expiration of the 18-month period granted by the 15c2-11 rules for shell companies to retain eligibility. These rules, which came into effect on September 28, 2021, provide a piggyback exception allowing broker-dealers to publish quotations for shell companies for a limited period of 18 months. This exception enables shell companies to complete a reverse merger with an operating business or begin operations themselves within the specified timeframe.
For companies that were shell companies on September 28, 2021, and still fall into the shell status, the 18-month period will expire on March 28, 2023. The panic is likely driven by the urgency for these companies to take appropriate actions within the given timeframe to maintain their eligibility under the 15c2-11 rules.
It's important for OTC Markets shell companies to carefully assess their situation, evaluate strategic options, and consider taking necessary steps to meet the regulatory requirements within the specified timeframe. This may involve pursuing a reverse merger, implementing a business plan to commence operations, or exploring other avenues that align with regulatory expectations. Companies facing this deadline should consult legal and financial professionals for guidance tailored to their specific circumstances.
What is a Shell Company?
The definition of a shell company, as per Rule 15c2-11, aligns with Securities Act Rules 405 and 144 and Exchange Act Rule 12b-2. It includes an issuer, excluding business combination-related shell companies and asset-backed issuers, that has no or nominal operations and either no or nominal assets, or assets consisting solely of cash or cash equivalents, or assets consisting of any amount of cash and cash equivalents and nominal other assets. Notably, startups or companies with limited operating history are not automatically deemed shells; a "reasonable basis" must be established for this determination based on factors such as public filings, financial statements, and business descriptions.
As the 18-month deadline approaches for companies that were shell companies on September 28, 2021, OTC Markets has provided FAQs for shell companies on its 15c2-11 resource center page. OTC Markets has also assigned a surveillance team to review shell status, and a company may be identified as a shell if it self-identifies as such in SEC periodic reports or reports filed with OTC Markets through the alternative disclosure system.
It's important to distinguish this process from the ongoing "shell risk" designation that OTC Markets may periodically apply to companies. The shell risk flag is determined at OTC Markets' discretion based on an evaluation of various metrics such as asset composition, operational expenditures, and income-related factors. If a company receives a shell risk flag, it has the opportunity to provide evidence, including changes in financial condition reflected in publicly reported financial statements, to request the removal of the flag.
What will Happen to a Shell Company That Has Remained a Shell for 18 Months?
If a company qualifies as a shell company and remains in that status for 18 months, it will lose piggyback eligibility under Rule 15c2-11. However, it won't lose the unsolicited quotation exception. If the company also fails to maintain current information as mandated by Rule 15c2-11, it will be shifted to the Expert Market on OTC Markets.
The move to the Expert Market means the company's securities will be quoted based on unsolicited customer orders and broker-dealer requests, but the absence of piggyback eligibility indicates a loss of efficiency in the quoting process. It's important for companies in this situation to diligently work towards regaining or maintaining compliance with Rule 15c2-11 to ensure optimal market access.
Piggyback Exception
Rule 15c2-11 is a crucial regulation governing when a broker-dealer can initiate or continue to quote a security. The rule mandates that there must be current public information about a company to facilitate a broker-dealer's information review, ensuring accuracy and reliability.
The piggyback exception is an important aspect of Rule 15c2-11, allowing a broker-dealer to rely on an information review completed by entities like OTC Markets or another broker-dealer. To qualify for this exception, certain conditions must be met, including the requirement for current and publicly available information, the presence of at least a one-way priced quotation from another broker-dealer, and a limitation on the number of consecutive days without a quotation.
Moreover, the rule sets specific criteria, such as the absence of an SEC trading suspension within the prior 60 calendar days and a restriction on shell companies that have been in that status for 18 months. If a company has been a shell for 18 months, it loses eligibility for the piggyback exception, impacting its ability to have its security quoted by a broker-dealer. The rule also includes a conditional 15-day grace period to continue quotations when current information becomes temporarily unavailable.
Unsolicited Quotation Exception
The unsolicited quotation exception provides an alternative for broker-dealers to quote a security, allowing for certain scenarios where a customer requests a quote for a security, and the broker-dealer provides the quote in response to that specific request. This exception is distinct from the piggyback exception, and its application is not affected by a company's status as a shell.
When a company loses piggyback eligibility due to being a shell for 18 months, it can still rely on the unsolicited quotation exception. This exception allows the company's security to be quoted by broker-dealers upon customer request, even if the piggyback exception is no longer available.
Despite losing piggyback eligibility, the company's quotation will still be visible on its OTC Markets quotation page. This ensures continued transparency and access to information for the public, even if the company no longer qualifies for the piggyback exception.
Warning! This security is eligible for Unsolicited Quotes Only
The cautionary messages and restrictions imposed on a security's quotation status highlight the challenges and risks associated with trading in stocks of shell companies, especially those subject to the restrictions of Rule 15c2-11. The distinction between proprietary broker-dealer quotations and unsolicited customer orders is crucial in understanding the limitations on market making and trading activities for these securities. The prevalence of trading on an unsolicited basis in the OTC Markets underscores the unique dynamics of these markets, where retail investors often drive activity based on their individual decisions rather than broker recommendations.
The regulatory framework, including the Penny Stock Act and Regulation Best Interest, contributes to the cautious approach taken by broker-dealers when dealing with penny stocks and low-priced, high-risk securities. The focus on risk disclosure and compliance obligations reflects the regulatory intent to protect investors from the inherent risks associated with these types of securities.
Overall, the evolving landscape of OTC Markets, combined with regulatory scrutiny and investor caution, underscores the need for transparency, due diligence, and risk awareness in the trading of such securities. Investors and market participants should carefully consider the specific characteristics and regulatory implications of these securities, recognizing the potential challenges and opportunities they present.
When Will Shell Company Status Be Determined?
The upcoming review of shell company status on March 28, 2023, marks a significant milestone for OTC Markets-listed companies that may be subject to the 18-month rule under Rule 15c2-11. Companies in this category should proactively engage with OTC Markets, providing comprehensive information that supports their argument against being classified as a shell company. This outreach process is essential for maintaining eligibility and avoiding potential disruptions in market access.
The emphasis on early and thorough communication with OTC Markets underscores the importance of companies taking a proactive approach to compliance and demonstrating their operational status. Providing OTC Markets with a detailed discussion about the company's development stage, revenue status, and other pertinent factors will contribute to a more informed decision on shell company classification.
Waiting until the last minute is not advisable, given the time constraints involved in the review process. Companies should act promptly to present their case and address any concerns raised by OTC Markets. This proactive engagement aligns with broader compliance best practices and helps companies navigate regulatory requirements effectively.
What Can a Shell Company do Today – and What it Should Not Do
Companies facing potential shell status under Rule 15c2-11 have several options to consider:
Maintain Current Strategy: Companies can continue with their current strategy, looking for an appropriate business combination target. When such a transaction is closed, the company can then follow the process to retain piggyback eligibility. It's important to note that merely announcing or signing definitive documents for a transaction does not impact shell status; the transaction must be completed.
Expedite Pending Transactions: If a shell company has a pending transaction, expediting the closing process before the March 28 deadline could be an option. This approach also allows for timely filing and review by OTC Markets.
Begin Organic Operations: A shell company contemplating organic operations can initiate these activities immediately. However, the operations must be genuine, and information about the new activities must be provided to OTC Markets with sufficient lead time before the March 28 deadline.
Caution on Placeholder Operations: If a shell company intends to establish temporary placeholder operations to avoid shell status, full disclosure of this intention is crucial. Failure to disclose such intentions could constitute securities fraud. Companies must be transparent about their plans, avoiding misleading statements or omissions that could be deemed fraudulent.
The cautionary note about fully disclosing intentions is particularly important, drawing parallels to historical instances of shell creation without adequate disclosure, leading to enforcement actions and legal consequences. Companies must adhere to securities laws, including Exchange Act Rule 10b-5, which prohibits fraudulent acts, untrue statements, or omissions of material facts in connection with the purchase or sale of securities.
The emphasis on transparent and accurate disclosure aligns with regulatory standards and helps companies navigate these complexities while maintaining compliance with securities laws.
What Can a Company Do to Re-Obtain Piggyback Eligibility?
If a shell company loses piggyback eligibility, it must undergo a new 15c2-11 review by either a broker-dealer or OTC Markets under the initial quotation standards when it ceases to be a shell company. Details on this process can be found in the blog links provided in the opening paragraph. OTC Markets conducts a 211 current information review only for companies applying to the OTCQB or OTCQX tiers of trading. With the increasing disclosure requirements in today's regulatory environment, a target company should ideally meet the criteria for trading on the OTCQB or OTCQX tiers, including obtaining audited financial statements, when considering going public via reverse merger with a public shell company that trades on the Pink Open Market.
Refresher on Current Information Requirements
Rule 15c2-11 aims to ensure adequate current information is available when a security enters the marketplace. Exchange Act Rule 15c2-11 outlines specific information required for maintaining a quotation, including a prospectus under the Securities Act of 1933 (such as a Form S-1), a qualified Regulation A offering circular, the company’s most recent annual and quarterly reports, information published pursuant to Rule 12g3-2(b) for foreign issuers, or specified information similar to those listed.
The 211 rules require current publicly available information to be timely filed or filed within 180 calendar days from a specified date, depending on the company's category. For SEC reporting issuers, the 180-day period begins on the date the reporting period ends. An alternative reporting (catch-all) company must ensure that current information is dated within 12 months of the quotation's publication, with a balance sheet less than 16 months old.
The rule allows a 15-day conditional grace period when current public information is no longer available within the 180-day specified period. Three conditions must be met for the grace period: a public determination by OTC Markets or FINRA that current public information is no longer available, all other conditions for reliance on the piggyback exception must be effective, and the grace period ends on the earliest of the company making current information available or the 14th calendar day after the public determination.
The chart provided in the text summarizes the time frames for which 15c2-11 information must be current and publicly available, timely filed, or filed within 180 calendar days from the specified period.
I know you know it will be fixed
I agree. I had a hard time searching for examples of other companies that have accomplished this as there are two different ways to do it. And like you pointed out both are handled internally and privately. And the rule change does not outline all the specifics with Finra. OTC Markets has it's own rules and criteria. I think it would also help to loudly say some new combinations of curse words and throw a lot of breakable objects across the office!!!
Yes .....complicated is not the only word I would use..........I probably need to talk with an OTC, FINRA expert lawyer if I wanted real answers..........time to sit back and wait......
WOW. I have never read that part deep-dive due diligence and it is never made "publicly available"? Not questioning you as I know you past accurate info. But it seems to me like a publicly traded company that discloses details to any regulatory body or whatever authority should be publicly available. And they should have went into more details on the steps in the processes outlined. At least a list of red flags. That leaves the door open for at their sole discretion BS. Also, the broker dealers make the market. Finra turns around and does it's own deep DD. Privately? OTC M is probably doing the majority but they require QB and QX that rakes them in more in subscription fees. I question if them having that angle on the entire OTC market of companies to make money like this is not unethical. I am not a lawyer but this is complicated. Notice initiate or resume quotation falls in the same boat. Hmmm. I would need to sober up to really deep-dive into all the scenarios that this has impacted. Very interesting info. Thanks for posting.
It's well past time for the "management team" to open their mouths and inform shareholders and potential investors about the status of the "company" (assuming anything positive is happening). If the "management team" doesn't want to do this, they can continue to stare at a PPS slightly above one tenth of a penny with horrible volume and with the year already half over. The speculation of the pushers and anyone else on this Board as to what's going on (assuming anything positive is happening) is worthless/meaningless.
MCIC - To Uranus.
No prob being fixed. Go mcic to Pluto and beyond . Someone needs to tell us what’s going on behind the scene . Someone here must know 😜
The existing rule only requires that SEC filings for reporting or Regulation A companies be publicly available and in practice, there is often a deep-dive of due diligence information that is not, and is never made, publicly available. Under the final rule, all information other than some limited exceptions, and the basis for any exemption, will need to be current and publicly available for a broker-dealer to initiate or resume a quotation in the security. The information required to be current and publicly available will also include supplemental information that the broker-dealer, or other market participant, has reviewed about the company and its officer, directors, shareholders, and related parties.
Interestingly, the SEC release specifies that a deep-dive due diligence is not necessary in the absence of red flags and that FINRA, OTC Markets or a broker-dealer can rely solely on the publicly available information, again, unless a red flag is present. Currently, the broker-dealer that submits the majority of Form 211 applications does a complete a deep-dive due diligence, and FINRA then does so as well upon submittal of the application. I suspect that upon implementation of the new rule, OTC Markets itself will complete the vast majority of 15c2-11 rule compliance reviews and broker-dealers will rely on that review rather than submitting a Form 211 application to FINRA and separately complying with the information review requirements.
Oh what is going on behind the scene to get rid of otc prob only if we new 😇
We have heard different pushers say, for multiple weeks, that the quotes warning will be fixed "soon". The pushers, like everyone else, don't have a clue when or whether this warning will be removed. Obviously, they should be ignored, as they usually are, when providing another one of their beliefs. One thing is known - if this warning sign is not removed, this stock goes nowhere.
MCIC - To Uranus
I believe this will be fixed soon Unsolicited Quotes Only. JMHO
GO $MCIC
Good mornin Ant!
GOOD MORNING EVERYONE
GO $MCIC
It will be a lot higher soon go mcic to Pluto and beyond
With zippo volume after zippo volume yesterday. Potential investors still don't want to buy this stock.
.0012 x .0015
GO $MCIC
I like that. There's money in them jars. LOL
I believe your right BIG things coming. JMHO
GO $MCIC
GOOD MORNING EVERYONE
GO $MCIC
My family made money with mason jars too but in a different way lol
Wait. We do this in my neighborhood. Take all that cash and stuff it in hundreds of mason jars. Go down to the swamp where most of the gators live and bury the shit out of them. Bitches make no mistake, wealth is made during moments like this.
Don’t know but I know what I saw in sales so a reverse merger would be great . Anyone notice Tony hasn’t been mentioned on mcic website and. Yet he’s still with mcic could his company Romeo be the one they deal in dental supplies and those gloves are used big time in dental ehh who knows what company it is but they had to have had a pipe line sellling to companies to do it that much that fast
Essentially the ideal reverse merger
Which has happened in the OTC many times in the past
If sales are hiding in a company coming in than yes we may see pps of rumors of .5 to 1.00
Sales were real oh yes they were imo
Of course lol
It could not of been mcic they didn’t have that type of sales force in place had to be someone with a pipe line in place
Now does that company come into mcic could be
If sales are hiding in a company coming in than yes we may see pps of rumors of .5 to 1.00
The pushers have been believing for 5+ years and have looked like fools for 5+ years as this stock has gone nowhere. When they revert to telling the Board that something positive will happen "soon" they are laughed at. Oh yeah - zippo volume so far today.
.
I believe that a LOT Higher. JMHO
GO $MCIC
Soon to be a lot higher
.001 x.0015. Zippo volume.
MCIC - To Uranus
.0012 x .0015
GO $MCIC
The PPS is slightly above a tenth of a penny after 5+ years. Great job by the "management team". I don't think a chimpanzee could have done better. Also, the pushers are just throwing out anything to try to make investors/potential investors feel better about this stock, Of course, the zippo volume shows they are failing, as usual.
MCIC - To Uranus
No change and no toxic debt it’s bens money nice of ceo to put up his own money instead of selling stock
Who cares if there is nothing to motivate potential investors to buy?
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