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RCFEF shows strength, nice pickup, buying more..
MBOT
Hey MBOT. I remeber u from atnp. Check out ATIG. internet gaming. Rumors are good things starting to happen over the next few weeks. At .007 now. Think breakout is beginning here. Anticipates .1 to .25 fast. Some expect .40+ summertime. Anyway, worth a look.
Take care, laynabear
LOL G, ya need to reply to my post or I never know ya replied, sorry bout the cough, getting more JBII myself if the price stay here...
MBOT
Hey Mr D, I was doing very good until my cough came back.
How you doing? Miss you guys.
Picked up some more JBII
SEC Approves Additional Listing Requirements for Reverse Merger Companies
http://www.natlawreview.com/article/sec-approves-additional-listing-requirements-reverse-merger-companies
On November 8, 2011, the SEC approved requests by the Nasdaq Stock Market, New York Stock Exchange and NYSE Amex to adopt additional initial listing requirements that would make it harder for companies that go public through a reverse merger or similar transaction (“Reverse Merger companies”) to become exchange listed, or to “uplist.” Specifically, the new requirements would prohibit a Reverse Merger company from listing its shares on all three major U.S. stock exchanges until:
The company (i) has completed a one-year pre-listing “seasoning period” by trading in the U.S. over-the-counter market or on another regulated U.S. or foreign exchange following the reverse merger and (ii) has timely filed all required reports with the SEC (essentially requiring at least one full fiscal year of the Reverse Merger company’s periodic reports, including a Form 10-K with audited historical financial statements), and
The company has maintained the requisite minimum share price ($4 in the case of Nasdaq and the New York Stock Exchange and $3 for NYSE Amex) in the over-thecounter market for a sustained period, and also for at least 30 of the 60 trading days immediately prior to submitting its listing application and the exchange’s decision to approve the application for listing (to counter any temporary effect of artificial stock manipulation or a company’s reverse stock split).
The new listing requirements would not apply to a Reverse Merger company’s listing application if (i) the listing is in connection with a firm commitment underwritten public offering providing gross proceeds to the company of at least $40 million or (ii) the reverse merger occurred five or more years before applying to list so that at least four annual reports on Form 10-K with audited historical financial information have been filed by the company with the SEC following the one-year trading period.
Background to the Rule Changes
According to the SEC’s release (No. 34-65708), the exchanges requested these additional listing requirements because:
“[t]here have been widespread allegations of fraudulent behavior by Reverse Merger companies, leading to oncerns that their financial statements cannot be relied upon;”
“it appeared that promoters and others intended to manipulate prices of Reverse Merger companies’ securities higher to help meet Nasdaq’s initial listing bid price requirement;” and
“companies have gifted stock to artificially satisfy Nasdaq’s public holder listing requirement.”
Prior to the SEC’s approval of the exchanges’ rule changes (which approval is required by the Securities Exchange Act of 1934, as amended), the SEC published the proposed rule changes in May 2011, and again in July 2011 with minor revisions, for public comment.
The comments generally fell into three groups:
Virtually all of the suggestions of recent wrongdoing involve Chinese companies that completed reverse mergers, but that a number of other Chinese companies that completed full traditional IPOs face the very same allegations, so that focusing on the manner in which these companies go public is not necessarily indicative of abuse.
Because the IPO markets have been so difficult for smaller capitalization issuers during the past four years, the proposals for enhanced listing standards will discourage these companies from pursuing reverse mergers, the only other practical way for them to obtain the benefits of public listed stock to expand their businesses.
Nasdaq and the other exchanges already have extensive screening processes in which regulatory histories, review of financial arrangements and background checks are used to identify potential corporate frauds and there are no empirical data that support the notion that Reverse Merger companies bear additional scrutiny (and alternatively, Nasdaq could require a special independent forensic audit prior to listing if added diligence would be appropriate in certain instances).
SEC Approval of the Rule Changes
In deciding to support the exchanges’ rule changes, the SEC found that the underlying reasons for the changes were consistent with the overall mission of the exchanges — to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, and to protect investors and the public interest. The SEC supported the exchanges’ right to “provide listed status only to those that are bona fide companies with sufficient public float, investor base, and trading interest likely to generate depth and liquidity sufficient to promote fair and orderly markets.”
More specifically, the SEC indicated that the one-year seasoning requirement for Reverse Merger companies before listing on a national securities exchange is reasonably designed to address concerns that the potential for accounting fraud and other regulatory issues is more pronounced for Reverse Merger companies, and that the additional initial listing requirements will assure that a Reverse Merger company has produced and filed with the SEC at least one full year of audited financial statements following the Reverse Merger transaction, which will improve the reliability of those reported results. The SEC also indicated that being quoted for at least one year in the over-the-counter market could make it more likely that analysts have followed the company to provide an additional check on the validity of the company’s financial and operating information.
The SEC did not find persuasive the argument made by some commentators that the proposals would inhibit capital formation by small companies, noting that the new rule “merely requires those entities to wait until their first annual audited financial statements are produced.”
As to the requirement for a Reverse Merger company to maintain the specified minimum share price for a sustained period, the SEC again explained that the new rules are reasonably designed to address concerns that the potential for manipulation of the stock to meet the minimum price requirements is more pronounced for Reverse Merger companies. The SEC also supported the exchanges in determining the “sustained” period of time for evaluating the minimum price requirement based on the trading volume, frequency of trading and trend of the company’s stock price.
Finally, the SEC found that the rule exclusions for a $40 million firm commitment underwritten public offering at or about the time of listing or the filing of at least four annual reports with the SEC “reasonably accommodate[s] issuers that may present a lower risk of fraud or other illegal activity.” In determining the level of such a public offering, the SEC noted that only with a “sizeable” underwritten public offering does an issuer undergo the due diligence and vetting required to warrant the same treatment as issuers that were not formed through a reverse merger.
Implications of the Rule Changes
Over the last several years, Nasdaq and the other exchanges had already informally adopted the new "seasoning period" and minimum share price trading requirements. Nasdaq routinely required Reverse Merger companies to file with the SEC at least one Form 10-K with audited financial statements covering periods subsequent to the reverse merger and would typically discount any stock price where only a small percentage of the company's shares were freely tradable. Of all the new rules, perhaps the $40 million firm commitment underwritten public offering requirement has created the most concern in the reverse merger community, especially smaller investment banking firms that have assisted companies with re-IPOs after their reverse mergers. Some of the most promising growth companies have attracted underwriters to conduct public offerings, often in the range of $20 million to $30 million. It is uncertain whether these transactions can now be accomplished in the over-thecounter market or whether typical offering sizes can be increased to meet the new listing requirements. The new rules also have the potential of tainting even traditional IPOs by smaller companies that raise less than $40 million in gross proceeds.
Because Reverse Merger companies will be deprived of the liquidity, transparency and perception of quality accorded exchange listed companies (in part due to stock exchange policies requiring independent board members, board committees and other corporate governance safeguards not required in the over-the-counter market), the owners of privately-held companies may be more reluctant to engage in a Reverse Merger. For the same reasons, new investors (investing either concurrently with or following the Reverse Merger in a PIPE transaction) will be harder to attract, thus making it more difficult to fund the growth of these companies. Similarly, the shares of Reverse Merger companies will be less useful as a currency to acquire other businesses and a lack of liquidity will make the stock less attractive to employees as a form of equity compensation. Regardless, the new listing requirements will have a substantial impact on these transactions and may discourage Reverse Merger activity, particularly during periods when the traditional IPO market window is closed.
The SEC's approval of the exchanges' additional listing requirements for Reverse Merger companies reflects a dichotomy within the SEC where the Division of Enforcement has actively sought out accounting fraud among smaller public companies since last summer while the Division of Corporation Finance has sought to address Congress' desire to encourage small business capital formation. In the meantime, Congress appears poised to pass the Small Business Capital Formation Act which is designed to make it easier for small businesses to obtain public capital by, among other things, increasing the threshold for offerings exempted from SEC registration under Regulation A from $5 million to $50 million. If this legislation is adopted by the Senate (having already overwhelmingly passed the House), reverse merger transactions may be further sidelined.
©2011 Greenberg Traurig, LLP. All rights reserved.
wow, crazy world we live in.....
stinks for those who lost money there tho..
MBOT
ATNP: U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 22146 / November 4, 2011
FEDERAL COURT ENTERS JUDGMENTS OF PERMANENT INJUNCTION AND OTHER RELIEF AGAINST DEFENDANTS CHRISTOPHER M. DUBEAU AND ATLANTIS TECHNOLOGY GROUP
Securities and Exchange Commission v. Atlantis Technology Group and Christopher M. Dubeau, Civil Action No. 10-61824-CIV-ZLOCH (S.D. Fla.)
The United States District Court for the Southern District of Florida has entered final judgments against defendants Christopher M. Dubeau and Atlantis Technology Group, enjoining them from violating the antifraud provisions of the federal securities laws. The Court’s final judgments, issued on October 31, 2011, enjoin Dubeau and Atlantis from violations of Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934, and also enjoin Dubeau from violations of Section 17(a) of the Securities Act of 1933. In addition to granting injunctive relief, the Court permanently barred Dubeau from participating in an offering of a penny stock and from acting as an officer or director of any public company. The Court also ordered Dubeau to disgorge his ill-gotten gains of $312,000.00, plus prejudgment interest in the amount of $12,947.93, and pay a civil penalty of $100,000.00.
The Commission’s Complaint against Dubeau and Atlantis, filed September 30, 2010, alleges that from at least August 7, 2009 through April 5, 2010, they issued numerous false press releases claiming, among other things, that Atlantis’ subsidiary, Global Online Television Corporation (GOTV), offered internet protocol television and video phone services to consumers, and claiming that GOTV had relationships with television networks to offer their content to Atlantis subscribers. The Complaint further alleges these claims were not true because, at the time Atlantis issued its press releases, GOTV was not able to offer internet protocol television services to consumers or video phone service, and it did not have relationships with television networks to offer content to its subscribers.
no that should do at least $6 minimum IMO, but whats up with ATNP?
really have no desire to read that board, LOL
so just give the 5c tour....
thanks in advance bro
MBOT
Whats up bro? did I buy in too high on that stock or something ? lol
sometimes, when the market allows it....haha!
MBOT
it works for us...dd and TA
ok mick, wish ya the best....
MBOT
rvbr thanx, this one is fer tomorrow ,,, russian company with huge possibilities imo
working on dd stuff.
low hundreds? normal...hahaha...bit to warm for this guy, no thank you, I'll be happy with mid 80's
MBOT
very normal day. medium temps today. weather changing to fall stuff. low hundreds now.
normal day mick, how about you?
MBOT
how is your day?
yup good practice to say the least...
MBOT
sounds good mick, I think I ended up with 100 shares....lol
MBOT
wow, we really had it right but r/s hit. but it can be made up because i haven't seen any dilution.
Pulling for ya....
MBOT
yep, i beleave that i will make good money on qsgi soon hopefully real soon
all dogs bark my friend....
MBOT
yea and my qsgi is just setting on its hands right now
me too, especially friends, hard enough to make money these days, you deserve it!
MBOT
i love seing someone makeing money
congrats buddy...my SHKZ getting love today too...
MBOT
AUNFF has been going up since last friday and is still moveing up
sounds like a solid play, I feel the same about JBII, holding/buying there....
MBOT
i am hopeing it will have a big run soon but i know it will may of next year
been watching that one, looks to be doing well...
MBOT
i still like my AUNFF nice volume and price rise friday
ok, was worth a try....
MBOT
i was out of posts and huesnet doesnt have enogh band with to run skypes
ok let me know if you are successful....
MBOT
i will try but not the best on puter
its free, and way more private, try and sign up....
MBOT
no sure dont havent tried it yet
say do you use skype?
MBOT
I removed your last post, no one needs to read that....IMO
MBOT
same story here, but things will get better, just a matter of time....my JBII is crapping out for now, and thats with great news of a huge contract, I just dont get it sometimes....
MBOT
the chart seems to be moving in the right direction, should have a little pop soon IMO
MBOT
it has to change and when AUNFFs second mine goes into production it will have to go up
how many do you have?
MBOT
greens are hard to come by lately IMO, given enough time it'll change tho IMO
MBOT
yep, cant wait till my youngest is out of school, might just sell everything and move away, somewhere quiet...lol
MBOT
i dont know about it holding that price but it would be nice to see some green
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So do not fear, for I am with you;
do not be dismayed, for I am your God.
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