Shell Stocks & Reverse Mergers

[jwkinche]

Pot calling the kettle black much? It's nice to see that you can't actually refute anything I'm saying since I'm right. :)

[hestheman]

"It's typically good to understand the entire process vs just a part of it". I agree......and if you actually took time to do that perhaps you would be able to comprehend and follow this simple conversation. You keep making the same redundant statements I have already responded to. Go do something better with your time....

[Realityhurts]

I have no idea why the cusip was not suspended and the ticker deleted long ago. I suspect that it was merely an oversight. Many zombie tickers still trade, it isn't abnormal.

It isn't the first time that facts I've posted have been called speculations. It won't be the last.

I realize that you probably will never come to terms with what occurred and, my discussion with you has not been with the intent to change your mind. Rather, if others are confused, hopefully they are now more enlightened as to the status of their positions.

I have no problem with you holding on to hope for 2 years. Perhaps that feeling of hope will help compensate for the losses incurred.

Good luck in your future endeavors. Maybe in two years you'll be able to reflect on this as a learning experience.

I do strongly advise all who owned shares of KEYO to contact their brokers.

Take care.

[lesnshawn]

Reality: If that's the case, why didn't it "disappear" like this example?

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=115737608

That's much more final, wouldn't you say? You're reading much more into "suspension" than what it is. Your scenario is speculation. Nothing final has occurred.

All I'm saying is the KEYO story is not over. Not by a long shot. In fact, almost two years to be exact.

lns

[Realityhurts]

Even so, if a CUSIP is not suspended then why does it state that the CUSIP was suspended? Talk about inverted reality.

I only explained how a symbol could be deleted well after a SEC trading suspension given that symbols are not deleted immediately when the SEC suspends a stock. CUSIPs are not suspended when the SEC suspends a ticker or revokes registration on SEC registered equities. You'll have to forgive me if I confused you, I'm only trying to clarify what happens under different scenarios.

KEYO had its CUSIP suspended by FINRA. The SEC was not involved. KeyOn Communications as a company no longer exists, it was dissolved. FINRA suspended the CUSIP, deleted the ticker. Nothing exists anymore.

I hope that your world is not tied up in KEYO. Nothing exists anymore. It is gone forever, only a memory. I am not hoping anything. Anything as it relates to KEYO is referred to in the past tense. It is finished. Your broker should be able to clarify further if you have questions about how to proceed for tax loss purposes.

There is no shame in being completely wrong about KEYO or the PSS's intentions. You have closure now, accept it, move on.

[lesnshawn]

Reality: Links to back up your info? I'd like to research the same as you because I have yet to run across that info. Even so, if a CUSIP is not suspended then why does it state that the CUSIP was suspended? Talk about inverted reality. UP is not UP. DOWN is not DOWN. OK.

Time will tell. We have almost two more years to find out how this story ends.

I'm patient. Were you hoping it was the end of my world? Are you hoping it will be?

lns

[Realityhurts]

It would be difficult to state it any clearer than I have. You are hung up on the term "suspension" while refusing to recognize the massive differences between a CUSIP suspension and a SEC trading suspension. Tickers are not deleted during trading suspensions, they are only deleted if the SEC revokes their registration. Even then, CUSIPs are not suspended. A CUSIP suspension by FINRA due to a company being in a dissolved state is much worse. It means that nothing exists. Even if you think that you own shares in something, you do not. It does not exist.

Contact your broker, he or she should be able to clarify exactly what to expect if you have not seen it effectively disappear already. I realize that it is hard to accept that you own no shares of KEYO because KEYO does not exist but, that is how it is.

[lesnshawn]

Reality: Symbol deleted while the suspension is in place so it can't be quoted and traded while the investigation takes place.

What's not to understand?

lns

[Realityhurts]

It is not splitting hairs, it is an entirely different thing.

Put 7/24 into the date range.

Cusip suspended, symbol deleted. Totally different than a SEC trading suspension or a Finra U3 halt.

http://otce.finra.org/DLDeletions#

[lesnshawn]

Reality: Splitting hairs...CUSIP, trading, same difference, it's a suspension, not expulsion.

I comprehend perfectly fine.

If it's gone forever, why use the word, "suspension"?

This has been seen before. One day, on greys next back on pinks. In this case, it may be straight to The NAZ.

Time will tell. We have until 5/23/17 to find out how this story ends.

I'm patient.

lns

[lesnshawn]

jwkinch: My mistake. They obviously didn't listen to you then because they didn't suspend it, FINRA did.

lns

[jwkinche]

Since the status dictates what can or can't happen, yes, it's kind of important. If you don't understand the impact of it maybe you should talk to people with a bit more experience. It's typically good to understand the entire process vs just part of it.

[Realityhurts]

What? I just said that FINRA suspended the CUSIP, it was not a trading suspension by the SEC. How is that hard to comprehend? Janice will tell you the same thing I'm saying. You are saying the same thing I'm saying but not comprehending what it means. A CUSIP suspension by FINRA means that it is gone forever.

[lesnshawn]

Reality: Once again, saw some skewed in your post.

I don't see any SEC suspension for KEYO listed here:
https://www.sec.gov/litigation/suspensions.shtml

But, I do in the FINRA daily list. So, once again, reality check.

Just ask Janice, she'll tell ya. It was a FINRA action, not an SEC action.

lns

[jwkinche]

Nope, never contacted FINRA. The thought never actually occurred to me.

[lesnshawn]

jwkinch: And the SEC didn't do anything because they already had their answer three years ago so you cried to FINRA and they suspended it to investigate.

That's where KEYO stands now.

lns

[Realityhurts]

Daily List Date 07/24/2015 12:33:42
Event Type CUSIP Suspended
Effective/Ex Date 07/27/2015 00:00:00
Symbol KEYO
Issue Name KeyOn Communications Holdings, Inc. Common Stock
Class
Market Category Other OTC
Offering Type No Restrictions
Daily List Comment CUSIP Suspended. Company Dissolved.

It clearly states that the CUSIP was suspended. It was not a trading suspension. This is the definition of a trading suspension.


https://www.sec.gov/investor/alerts/tradingsuspensions.pdf


Also, for your information, trading suspensions are never on the daily list. They are not FINRA actions.

[jwkinche]

Actually, I never contacted FINRA... I contacted the SEC. Two different things.

http://www.investopedia.com/ask/answers/112.asp

[jwkinche]

The dissolution status would have to be gone, because while it's there you can't take any corporate actions that are required in order to perform a RM. I don't disagree that reinstatement is a good telling point, but to not consider the actions that the entity takes after that is a bit short sighted. I get the buy and forget philosophy, however, if an abundance of signs point in another direction why ignore them?

[lesnshawn]

Reality: Your post was not. The stock was suspended. We all can see the FINRA Daily List for that (7/24). Where do you see otherwise? Also, I never thought NK would RM into KEYO. What ever gave you that impression? KEYO is not dead just ask the State of DE. Folks here admitted they called to cry to FINRA, "Why is KEYO trading?". Both wilma and jkwinche admitted it. I'm sure there were others too. I didn't lose a thing, especially my dignity.

The KEYO story is not over, not by a long shot.

lns

[Realityhurts]

There was nothing wrong with playing it as a shell.

Most of the posts surrounding KEYO at the moment have to do with the unbelievable delusions that remain in full force among a select few.

[Realityhurts]

You are mixing up several things. The stock was not suspended for one. The SEC had nothing to do with it. There was no suspension of trading. The 10 day suspension applies to SEC suspensions.

The cusip was suspended, or, in better terms, deleted by FINRA. That means that it is gone forever given that the entity no longer existed. You own nothing because there is nothing to own.

If you want NK, buy NK. KEYO is dead and it will always be dead. No one complained to Finra unless PSS's people did to avoid confusion. KEYO is gone, you lost everything. That does not please me but it is still reality. Accept it as a learning experience.

[jwkinche]

Actually, you didn't prove anything wrong. The company was dissolved, period. You would have been looking for a second reinstatement from KEYO, which never happened, in order for your facts to be right. Read up on the process grasshopper. Filing for dissolution (like keyo) not a RM play... reinstatement and active (not what KEYO did) maybe a RM play. It's that pesky SOS status that you seem to be ignoring. Why is that?

[hestheman]

"Now if they were reinstated then you have something, but then it's a reinstatement play". Bwahahahaha. Your post is contradictory. It shows inexperience. Of course a there has to be a reinstatement. Reinstatement is often the first step in a shell reverse merger play. https://www.securitieslawyer101.com/corporate-hijacking-reverse-merger-go-public/ Reinstatement of an administratively dissolved corporate entity with the secretary of state where the public shell is domiciled. Normally, the reinstatement is the first clue shell players look for in a shell potential reverse merger play. Tired of proving your posts wrong now. Go do some reading on shells and reverse mergers. Come back when we can have an intelligent discussion.

[jwkinche]

Again, you're not distinguishing between filing for dissolution and going through liquidation or bankruptcy. The latter two could be shell companies. The issue with filing for dissolution is you can no longer take corporate actions, which means by default they can't have a RM. Now if they were reinstated then you have something, but then it's a reinstatement play. There's a reason you never see "Dissolution Plays"... as long as they are dissolved they are nothing and can't do anything. This particular play went from Revoked... to reinstatement... to dissolved. The reinstatement was required in order to dissolve, and if you knew anything about the process you'd understand why this wasn't a RM after filing for dissolution.

It's very sad to see someone who plays these so often and yet never learns anything. Maybe on your next "dissolution play", lol.

[jwkinche]

You're right, it was a shell play until it filed for dissolution. They are sophisticated plays and it's unfortunate you're not familiar with how they work completely. Knowing how to identify a potential one is great, but knowing when to get out is also important. Maybe you can take the time to educate yourself on how these works to minimize all those losses you mention. ;)

[hestheman]

You're right, there is no thank you necessary. KEYO was a shell play. Shell plays are for sophisticated investors that usually know the risk involved. We do as much calculated DD as possible, but the odds are against shell plays, much like bankruptcy plays. All it takes is one play to cover many losses. It's funny to me to see a bunch of posters over on the KEYO board acting as if they are intelligent investors. Newsflash Mr. Buffet, we knew the risk all along. If you individuals posting on the KEYO board were really intelligent, you'd be too busy making money than to worry about our shell play. It's sad, really. If every penny stock is a scam, and they feel so negative towards this market, why do 100 percent of their posts revolve around it? LMAO

[lesnshawn]

jwkinch: Bless your heart. lns eom

[jwkinche]

Yup, the same guy who, despite my very low opinion of you, still made sure you had the information and opportunity to get out. So, you're welcome and no thank you necessary. ;)

[lesnshawn]

jwkinche: Good to know the real you. lns eom

[lesnshawn]

Popt: On the contrary, the SEC scrutinized and was satisfied. It was iHub KEYO naysayers and detractors that weren't satisfied and cried to FINRA to suspend it so an investigation could take place into why Dr.SS filed a Certificate of Dissolution w/ the State of DE for KEYO and what's taking it so long to complete.

An investigation requires an automatic "up to" 10-day suspension.

Dr.SS could elect to have it stay suspended until the final moment he uses it.

I'm comfortable w/ my position and standing.

The DD is solid. The float was dried up.

If there were no plan for KEYO it would've stopped trading, been deleted and the shell sold three years ago along w/ RPTN.

lns

[lesnshawn]

Event Type: Cusip Suspended vs. Chartered Cancelled/Dissolution

BIG difference. "Company Dissolved" only shows up in the Details section for KEYO in the FINRA Daily List (suspension only while "investigation" takes place at the behest of a number of KEYO detractors).

Case in point...Emrise Corp. on 7/1/15 filed w/ the State of DE their Certificate of Dissolution. They were a legitimate company. They had a plan. A plan to completely liquidate and go 100% bye-bye, quick. They were a legit company then one day, GONE BABY, just like that!

Why didn't Dr.SS and TomW. do it like that w/ KEYO? This could've been stopped trading on May 22, 2014 when the Certificate of Dissolution was filed w/ the State of DE, just like EMRI stopped trading when they filed theirs. If the plan was to never do anything w/ the KEYO corporate shell structure then why didn't Dr.SS and TomW. cancel the company charter and complete the dissolution like EMRI did AS SOON as they liquidated?

Heck, in that light, KEYO could've and should've by all rights cancelled the company charter and completed the dissolution if there were no long-term plans for back in Sept. 2012 when they released their "doors shut" notice to the world.

He did it w/ RPTN (and sold the shell). WHY NOT KEYO?

http://finance.yahoo.com/echarts?s=EMRI+Interactive#{%22range%22:%225y%22,%22allowChartStacking%22:true}
http://www.sec.gov/Archives/edgar/data/854852/000092189515001237/defa14a09950005_05112015.htm
http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0000854852&owner=exclude&count=40&hidefilings=0
http://otce.finra.org/DailyList (search 7/1 to current "Deletions" then sort by Event Type and EMRI is a few below KEYO)
https://delecorp.delaware.gov/tin/controller (didn't pay the $20 yet to see what its Status is. Curious if it's other than "Dissolved")

(because they have a plan for it )

My guess is if we were to be able to compare the IRS Form 966's that were filled out for EMRI and KEYO there would be one glaring difference...the answer to Question #3.

EMRI: Liquidation = Complete (charter, shares, everything)
KEYO = Liquidation = Parital (hard assets, patents, not corporate share structure to be used in the future for possible reverse merger activity)

The DD is solid. Locked and loaded. Feels good to be in the fold having placed my bet. I'm patient.

"See you at the lake"
lns

[lesnshawn]

wilma: But, filing that Form 15, wouldn't that just make it a non-reporting shell company at that point?

IF you maintain a company w/ a status of "dissolved" w/ the State of DE cannot be a company so it can't be a shell company, you must also maintain then that it did qualify as a non-reporting shell company for the two years its status was "Active" w/ the State of DE.

So, yes, it would then have just made it a non-reporting shell company.

So, the filing of that Form 15 is moot since a non-reporting shell company can legally, publicly sell its common shares.

The main purpose for Dr.SS to file that Form 15 was so they could suspend their duty to file reports NOT to cancel its shares entirely and eliminate the capital structure of the shell.

That's it. Had nothing to do w/ making it somehow fraudulent or illegal to keep the shares trading.

It traded because the SEC allowed it to because they were satisfied w/ the answer they got from the shell owner, that being, he has a plan for it.

It got suspended because yourself and a few others called FINRA asking them to look into why a dissolved company still trades. They didn't have the answer at their fingertips so they suspend the stock until they get their answer.

Now, they can get their answer and be satisfied and its status still not change...Dr.SS could still have and keep his plan for it. BUT, he can also at that point of contact w/ FINRA just as well instruct to keep it suspended until he is ready to use it. After all, there aren't any shares left and nobody is selling any so why let it trade and put the MM's at risk of holding a bunch of short shares when he drops his Super 8K on the market?

That's my personal opinion. iHub posters are the ones who contacted FINRA to protect who exactly? Honest retail investors or themselves? By "themselves" I refer to the fact that we all know iHub is by, and for, the MM's. It's just honest retail investors like myself who are the pawns that make their game possible.

You heard it here first. It's also my opinion that it's the MM's (or, better, their minions) who had this suspended to protect themselves. Myself and all the other investors in KEYO were doing just fine. In fact, very very few were down and those that were were a c-hair away from being even and/or positive. L2 showed it.

Couldn't stand the heat. That's all it was and all this is. A cool down period. The float was gone. Effectively gone two weeks ago, for all intent and purpose, just when the cries to FINRA started going out. JMO but based on solid DD.

Venture a guess as to why a perfectly clean shell like that wouldn't at least have been sold like the RPTN shell company he sold during the same time frame?

Hate it all you want but those of us that are in are in. Locked and loaded and lovin' every minute of it. We know he wouldn't just throw a corporate shell structure worth well over a few hundred million in total to him away for absolutely nothing.

Think otherwise that it means nothing to him. We'll see who's right in the end.

I'm patient.

"See you at the lake"
lns

[madeindet]

PVSP...merger play. PERVASIP TO MERGE WITH PLAID CANARY CORPORATION
Print
Alert


WHITE PLAINS, NY -- July 8, 2015 -- InvestorsHub NewsWire -- Pervasip Corp. (USOTC: PVSP) (“Pervasip” or the “Company”) announced today its execution of an agreement to merge with and into the Company’s wholly-owned subsidiary, Plaid Canary Corporation (“Canary”), a special purpose consolidation company focused on acquiring, developing and supporting companies and technologies in emerging agricultural markets.

The merger agreement provides for the Company to merge into Canary on a one to one basis such that each share of Company stock outstanding prior to the merger will be exchanged for one share of Canary stock after the merger. Canary will be the surviving company of the merger, and its share structure after the merger will be idential to the Company’s share structure immediately before the merger.

“The merger is an essential part of our plans as we continue to position ourselves to consolidate strategically-compatible companies and technologies,” said Paul Riss, Pervasip’s Chief Executive Officer. “We are focused on building value in part by growing our business, refinacning and eliminating debt, and improving our share structure. As we do so, we want prospective investors, partners, owners of targeted acquisitions, and other stakeholders to look past Pervasip’s historical operations to Canary’s current and projected future operations and value. We believe that completion of the Canary merger is important to meeting our objectives in that regard.”

The merger will be effective after the later of (a) twenty days after the mailing of the relevant Information Statement, which the Company expects to file during July 2015, and (b) notice from FINRA that the merger will be announced on the Daily List published by FINRA. Additional information regarding the merger will be available in a Current Report on Form 8K to be filed on July 8, 2015.

About Pervasip Corp.

[lesnshawn]

wilma: He kept the stock. That is clearly evident. No indication otherwise. You have any proof he sold his stock?

A few FACTS to bear in mind...

The State of DE allows THREE YEARS for company to completely dissolve. A complete dissolution involved a complete liquidation of ALL the company's assets which includes its publicly traded shares, if any. The shares traded hence the dissolution wasn't "complete".

An IRS form 966 is filled out where an indication of complete or partial liquidation is asked. Wouldn't we love to see how that form was filled out for KEYO.

It's not a termination and elimination of the KEYO ticker and stock. It's merely a 10-day suspension while FINRA investigates why the lack of information on the dissolution.

Stick w/ me here, wilma, and finish reading this post...

Here's my guess...

The SEC did their job. They already got their answer at least a year or two ago from Dr.SS and/or TW on the plans for KEYO, hence it never stopped trading because for at least a year or two it fit your (and Popt's and incidentally, the SEC's if you want to go that far) definition of a dormant "shell company".

Again, it wasn't a 'compete' liquidation, but a 'partial' one. I wish we could get a copy of this that TW must've filled out (note Item #3): http://www.irs.gov/pub/irs-pdf/f966.pdf

Hence, why FINRA never stepped in to intervene in KEYO trading after they initially dissolved because they were already given word from the SEC that KEYO's shell owners were contacted during a sweep of their dragnet "Operation Shell Expel" a couple years ago and were told they had a plan for it.

But, now a year or two later and starting two weeks ago, they get calls from "concerned citizens" (from iHub) that investors may be getting fleeced by unsuspectingly buying shares of a 'completely' dissolved company. Being a year or two later and w/ no readily accessible, clear paper trail being available to the first line "responders" to be able to quickly determine exactly why KEYO shares were still trading at the time those 'calls for action' started coming in two weeks ago, FINRA does the "right thing" per these current citizens' concerns and enforces the federal security law of temporarily suspending trading for 10 days while they investigate the reasoning for the "lack of publicly available, relevant and current financial information."

Read Read FAQ #3:

3. When must an issuer notify FINRA of a filing of dissolution with the state?
If the dissolution involves no distribution or cancellation of shares, we require notification upon filing with the state. If there is a distribution or cancellation of shares, we require 10 days notification prior to the record date or cancellation date of shares as required by SEA Rule 10-17.

This story is far from over as your wrongly suggest.

My further guess is you'll learn in the near future to not be so quick to be so smug in claiming a shallow, petty "victory" while rejoicing over the anticipated loss of others.

lns

[wilma6311]

jwk...BOOM! Me too! LOL!!!!

[wilma6311]

Les...PSS sold all of the assets of KEYO and dissolved the company he owned over 80% of. Isn't that obvious. It is a fact. He took care of getting rid of KEYO. The forms are filed with the SEC. LOOK! They are all there. How is this information not being seen.

[lesnshawn]

jwench: Yeah. Typical. lns eom

[jwkinche]

You've known my opinion the entire time. If you forgot go back through the KEYO board (assuming you can still read posts there). Too little too late less... hope you lost everything (no those are not typos).

[lesnshawn]

jwkinche: Asking an opinion of yours which you apparently are not capable of constructing.

If you can't accept that reality, that's on you.

lns

[Poptech]

Lens: Tom reported that his boss, Dr. Soon-Shiong, sold out of KEYO long ago at 30 cents on the dollar.

[jwkinche]

FACT: KEYO is suspended as of Monday... if you can't accept the reality that's on you.

[lesnshawn]

jwinch: No. Facts. I'm only asking your opinion as to why Dr.SS didn't sell or "take care of" KEYO long before now?

Nothing to share there?

lns

[jwkinche]

A lot of assumptions there... considering this will be suspended Monday and you won't be able to trade it after that I'd worry more about getting out now and avoiding a complete loss. That's just me though... if you have an argument about that you may want to take it up with FINRA.

[lesnshawn]

jwinche: Answer me this...

Why do you think Dr.SS never sold the KEYO shell like the did his RPTN shell when he took control of both at the same time, took what he wanted from both at the same time, shut doors at the same time but he only sold the RPTN shell yet held onto the KEYO shell.

Why?

Venture a guess? He "forget" about it"?

Check the filings for exact details but he spent more for KEYO than RPTN.

Why wouldn't he have sold that too? Makes no sense at all, does it?

Why would he keep it trading for all this time? Three years.

I don't know either, exactly. I have my suspicions and so do you.

For somebody as meticulous and deliberate as Dr.SS, leaving a $20+MM dollar "loose end" w/ $30MM in NOLS he can apply to the bottom line of first $30MM in profits is out of character to say the least. Don't ya think?

lns

[lesnshawn]

jwinche: Guess we will. lns eom

[jwkinche]

Since the cat is already out of the bag....

http://otce.finra.org/DailyList

... KEYO is being suspended as of Monday. If you still think this is part of the RM process gltu, but we'll have our answer Monday.

[lesnshawn]

jwinche: And, I never said "guarantee". Appreciate you clearing that up.

You think what you think will or won't happen and I'll do the same.

I think by now we're working off the same DD.

I've made my bet.

GLTU,
lns

[jwkinche]

Quoting you...

"The RTM process has been in the works now for over a year."

...

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=115474163

[lesnshawn]

jwench: Nobody EVER guaranteed such a thing. lns eom