Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Sdss is still very interesting, more than ever... The Technology ist the best in the market. We are getrimmt News soon...
Woody
I agree with all that you have said
I actually took it upon myself to find out about Bergen County.....Seems the Sheriff lost re-election and the new guy had a NIH attitude
Disappointing, HELL YES!
Am I happy? My avg is almost 7 pennies, so HELL NO, IM NOT!
I am looking for a reason to average down, hope I get it, and many more reasons
Till then, I will continue to pound my head against a brick wall
I absolutely wish you all good luck. I'll continue to follow this company even though (for now) I've sold my shares. Perhaps, out of fear, not necessarily on sound grounds. I just don't know what the future will bring. I'm a bit concerned that an awful lot of time has transpired since Cogito has been in the market and I've seen little increase in sales/interest.
Examples:
It has been over two years since Cogito was put in use by the Bergen County (NJ) Sheriff at the jail experimentally and since then there have been no reports of other uses by other Sheriffs around the USA. I'm retired Law Enforcement and I know for a fact that Sheriffs talk to each other. Why no additional use in two year???? I'm concerned about that.
It's been a year since SDSS signed a 'marketing agreement' with a company here in the USA and I've seen ZERO sales/contracts as a result. I'm concerned about that as well.
Same goes for the 'marketing agreement' signed by a Japanese company about 3 years ago.
I'm also concerned over the lack of increase in total customers reported in recent Financial Reports. If I'm not mistaken a close examination of recent reports shows a DECREASE in SDSS customers, not an increase. That's troubling.
I have confidence in the product; as I said I understand Law Enforcement and believe stopping crime before it occurs is the key to success. I also see great possibilities in Cogito use in the corporate world.
But why no progress????? I've owned SDSS for many years - actually bought my first shares are 0.15 - so I've taken a beating while being patient. Guess I'm just wore out. But I may buy back in, even if at a loss to my recent sale, especially if I see no insider sales etc.
Good luck to all of us - we're all good people!
Truth is, I am the wrong person to ask
I have tons and tons and am down, so I am looking at this in a way that gives e hope
Re read what they said!
In any event, I read you are out....Good Luck
Im still in, and may get in more, much more.....I need to average down
And I hope you wish me good luck!
I believe my analysis is correct - THE COMPANY IS NO LONGER BOUND BY SEC REPORTING REQUIREMENTS. Where am I misunderstanding this?
actually Woody
that is incorrect
re-read the PR again
you misunderstand the requirements
So, now.........................
we're not going to get any quarterly report, because it's not required, and we'll have no idea if Suspect Detection is increasing or decreasing it's existing contract(s) or if new sales are being generated. Not that they were ever very good at keeping us informed, but now they have no public requirement to do so. It will be nearly impossible to monitor progress. No financial reports. And any press they do do is not bound in any way by the SEC so there's little or no integrety. Just like all the other Pinkies, can't trust them.
Detection Systems Announces Filing of Form 15 to Terminate the Registration of its Common Stock
NEW YORK, April 2, 2012 /PRNewswire via COMTEX/ -- Suspect Detection Systems Inc., , a developer of counter terror and crime prevention technology, announced today that the company has filed Form 15 with the Securities and Exchange Commission. The effect of this filing has effectively suspended Suspect Detection Systems' reporting obligations under the Securities Exchange Act of 1934 and to terminate the registration of its common stock. The Company expects the deregistration to become effective upon its filing with the Securities and Exchange Commission.
Suspect Detection System's stock (SDSS) will continue to be traded on the OTC, on the Pink Sheets Bulletin Board. The company intends to continue to maintain active status and will fulfill the reporting obligations as required by the OTC markets in an ongoing and timely fashion.
Under the SEC's rules, a company with fewer than 300 record holders may voluntarily terminate the registration of its securities by filing a Form 15 with the SEC. Suspect Detection Systems currently has fewer than 300 record holders. The Company's duty to file periodic and current reports with the SEC will be suspended immediately upon the filing of the Form 15.
The Board of Directors of Suspect Detection Systems decided to take this action after due consideration and careful analysis. It compared the advantages and disadvantages of deregistering and continuing to operate as a publicly, reporting company. The Board of Directors concluded that the net benefits of deregistering outweighed those of continuing as a public reporting company.
Benefits included the elimination of direct and indirect costs associated with the preparation and filing of the Company's periodic reports with the SEC. The Board also considered the market value that the public markets have historically applied to the Company's shares and took note of the fact that trading of the Company's stock has historically been limited.
"The deregulation of our common stock is in no way an indication of our commitment to continue to implement our business model," said Gil Boosidan, CEO of Suspect Detection Systems. "The prospects for the company remain bright, and Cogito Technology continues to be utilized in several noteworthy commercial markets, both by federal and local law enforcement agencies, as well as by private security firms."
"In addition to servicing our ongoing security contracts, we remain confident in the prospects for larger, additional sales in our existing markets, as well as in our abilities to penetrate new markets. The demand for hi-tech security solutions remains strong in the current uncertain global environment, and as such the demand for our proprietary Cogito security system continues to grow."
"And while we will no longer be bound by the reporting obligations of the SEC, the company does intend to resume regular communications with the investment community as a stock traded on the Pink Sheets," Boosidan added.
I expect a press release to be issued shortly. If you have any further questions, please feel free to write again.
Sincerely,
Alex
For Example :
WHAT DOES 15-12G MEAN?
"When a firm “goes dark” it deregisters with the Securities and Exchange Commission (SEC) and delists its shares. Deregistered firms are no longer required to make SEC filings such as annual reports, proxies, 10-Ks, 10-Qs and other important documents. And they’re no longer required to have annual meetings or elect outside directors.
To deregister, a firm files Form 15-12G (Securities Registration Termination) with the SEC stating its intent to deregister, usually by a certain date. Once that date arrives, the stock exchange or NASDAQ prohibits future trading in the shares. The firm’s shares are then relegated to the pink sheets, where liquidity is usually much lower. Although the actual process takes some time, the firm’s share price typically will decline immediately after the “going dark” announcement, since many institutions are prohibited from owning shares of firms that don’t file with the SEC or trade on the exchanges or NASDAQ.
Shareholder Action Plan
The lessons here are several:
If a company you own announces plans to deregister, don’t panic. If the fundamentals are intact, the shares are probably worth owning. Even in the less liquid pink sheets, shares of firms with improving fundamentals will appreciate. However, you should call the firm immediately to assess their plans for ongoing communication with outside shareholders. Ask the same questions we did of Southern Energy Homes—which gave the right answers. If you receive answers that indicate communication will be lessened, there may be some governance issues relating to the treatment of outside shareholders. For example, we would find it difficult to own shares of a company that provided only an annual report and had no annual meetings or election of directors.
Make sure the fundamentals are intact. Use the deregistration announcement as an opportunity to perform a thorough review of company prospects. Often a firm will deregister to help hide a deteriorating financial condition, bad accounting or other ailments
Fortune favors the bold. To be a successful investor you must have the courage of your convictions. That means if you’ve done your homework, don’t be afraid to step up to the plate, especially in the face of consensus opinion that’s going the other way. "
Courtesy of John Deysher (Complete Article Link http://www.aaii.com/commentary/articles/200601_stockstrategies.cfm )
==============================================================================================
What is a Reverse Merger with a Public Shell?
A Reverse Merger is a transaction where by the private company shareholders may gain control of a public company by merging it in with their private company. The private company shareholders receive a substantial majority of the shares of the public company (normally 85% to 90% or more) and the control of the board of directors. The transaction can be accomplished in as little as two weeks, resulting in the private company becoming a public company. The transaction does not go through a review process with state and federal regulators because the public company has already completed the process. The transaction involves the private and shell company exchanging information on each other, negotiating the merger terms, and signing a share exchange agreement. At the closing the public shell company issues a substantial majority of its shares and the board control to the shareholders of the private company. The private company shareholders pay for the shell and contribute their private company shares to the shell company and the private company is now public.
Upon completion of the reverse merger, the name of the shell company is usually changed to the name of the private company. If the shell company has a trading symbol it is changed to reflect the name change. An information statement, called an 8-K, must be filed within 4 days of the closing. The 8-K describes the newly combined company, stock issued, information of new officers and directors, a full description of the business, and financial statements audited to US GAAP standards. The 8-K must disclose the same type of information that it would be required to provide in registering a class of securities under the Securities Exchange Act of 1934.
(See Sec Final Rule 33-8587, pdf file)
If the shell company is listed on the Bulletin board, the registered or “free trade” shares can continue to trade. The company can do a private placement immediately. To trade new shares offered by the public the newly combined public company must first register the shares with the SEC. This process takes three to four months and normally requires filing a Registration statement with the SEC under Reg. SB-2 or SB-1.
If the shell company does not have a symbol, an application for a symbol is usually made to the NASDAQ Bulletin Board. The application for a symbol requires filing a Form 211 by a market maker that is a member of the NASD. The Bulletin Board has no financial requirements. A listing will be granted if the affairs of the company are in order and the company answers the questions posed by NASDAQ.
Advantages of Going Public Through a
Reverse Merger or a Public Shell Purchase
•Increased Valuation: Typically publicly traded companies enjoy substantially higher valuations than private companies.
•Capital Formation: Raising capital is usually easier because of the added liquidity for the investors, and it often takes less time and expense to complete an offering.
•Acquisitions: Making acquisitions with public stock is often easier and less expensive.
•Incentives: Stock options or stock incentives can be useful in attracting management and retaining valuable employees.
•Financial Planning: Public company stock is often easier to use in estate planning for the principals. Public stock can provide a long term exit strategy for the founders.
•Reduced Costs: The costs are significantly less than the costs required for an initial public offering.
•Reduced Time: The time frame requisite to securing public listing is considerably less than that for an IPO.
•Reduced Risk: Additional risk is involved in an IPO in that the IPO may be withdrawn due to an unstable market condition even after most of the up front costs have been expended.
•Reduced Management Time: Traditional IPOs generally require greater attention from senior management.
•Reduced Business Requirements: While an IPO requires a relatively long and stable earnings history, the lack of an earnings history does not normally keep a privately held company from completing a reverse merger.
•Reduced Dilution: There is less dilution of ownership control, compared to a traditional IPO.
•Reduced Underwriter Requirements: No underwriter is needed: (a significant factor to consider given the difficulty companies face in attracting an investment banking firm to commit to an offering.)
Disadvantages of being Public
either via a Reverse Merger or an IPO
•Less Confidentiality – complete financial disclosure is required to become publicly held.
•More Public Reporting – Reporting expense is greater because of the need for full disclosure.
•Ownership Dilution – Owners give up some equity percent.
•Greater Time Involvement – Management must devote additional time to public company operations.
•Greater Liability – More company visibility brings a higher level of liability exposure.
•Increased Expense – Higher costs of regulatory compliance for audit, legal and investor relations.
Most companies announced the list change and if they went bankrupt, before filing Form 15 to... It's just strange, hope we'll get some type of announcement soon
if they were bought, they would have said so,
and the last filing said deal fell thru, so thaisn'tnt it
my best guess, is they went to PINKS to save $$$.......and they are more free to isPr'sPR's (if there are any) withrestrictionsions and costs involved with filing a simultaneous sec filing
Im guessing/hoping
all in all, Im sitting with a ton of shares and down almost almost 90%
Could also be that some other company bought them... Been looking around what happened with other companies that filed Form 15, and the most common causes was that they moved to pink sheets, they were acquired by some other company or that they filed for bankruptcy... Very strange that they haven't said anything before they filed it though...
I think, Im not sure, but I think, they are getting off the BB and onto PINK SHEETS
Will save them several hundred K per year, (about)
I wish we would get a PR
Thanx for the info guys... My 30k shares are only worth a good dinner and after tx feeI wouldn't have enough for a tip, so I guess I'll let 'er ride...
But it is not negativ... They have their contracts and have one of the Security Systems of the Future ...
It means stock is deregistered with SEC. They no longer will comply with SEC filing regulations. Could mean company is ceasing to exist, or it could mean they will conmtinue to exist but not publically. I'm out.
Investopedia explains 'SEC Form 15'
When a company files an SEC Form 15, it usually means one of two things. It may mean that a company is ceasing to exist in a publicly-traded form, either returning to privately-held status or going out of business altogether. Alternatively, it may mean that a company is simply canceling a certain class of securities, replacing them with another class.
Read more: http://www.investopedia.com/terms/s/sec-form-15.asp#ixzz1qtkIxFSU
Good ? You've got me scratching my head, ET...
What exactly does this mean?
Thanx ET.... Attractive, but this is the exact info that I invested in & have added to over the past 3yrs. only to see pps go from .1 to .01... I'm still aboard, but need to see a more aggressive pr & a bit of revenue before digging deeper into my pocket... GO SDSS !
http://www.pressreleasesworld.com/?p=1090
Yeeeeeeees!!!!!!
...ans three postings was my fault...
Well ET, in posting this msg. 3 times you seem pretty confident... But hey, SDSS is sitting pretty close to our 52 wk. low (actually, 5yr.low) and this hasn't prompted you to take any slap action at the ask... Anything more than a hunch going on?
Sdss is breaking out, next weeks we get news
Sdss is breaking out, next weeks we get news
Sdss is breaking out, next weeks we get news
What a nice chart. lol
Planned to get a hold of the Delaware Incorporations but got busy. I'll do it tomorrow. You should do it as well so we have a few people with the info.
did you find out anything? i sent an email to IR
Says nothing about the auth not being increased. I'll check the Delaware Incorporation tomorrow to see.
Please post the sec filing that says the auth. Is not 2.5 billion, a pr maybe.
Also remember the guys running this have a quorum for any vote (by design) so guess what, if they pulled a 2.5 billion magic trick once, they will do it again or maybe they will do a reverse. Anyone thinking they should go long here will see there shares vanish from there account. These guys are like the great Svengali.
Razzle Dazzle, disappearo
I guess you haven't been putting much attention lately... No 2.5 billion shares being released, no DVTel, no merger...
.011 bid, 2.5 billion shares ready to be unleashed soon. .ooo1 with no bid is where it will be? The next vote will be for 5 billion shares authorized. Who would invest in this knowing they will sell out there share holders at any moment.
Suspect is a good name for this. Pos is better but was already taken I guess
Yes, that`s what i have said...
And now, the business partners are coming !!
Dear xx. xxxxxx
Thank you for the note. The vote for increasing shares did not take place and the Letter of Intent with DVTel is no longer relevant, as appropriately announced in SDSS's recent financial filings. The potential merger fell through when it became apparent that DVTel would be unable to come up with the necessary funding requirements.
The company is continuing business development activities with possibilities toward the signing of repeat sales with existing customers as well as additional customers in new and exciting markets. Cogito continues to prove its commercial value, both for law enforcement as well as private security companies.
Sincerely,
Alex
"cogito continues to prove it's commercial value..."
Reverse split is canceld, SDSS didn`t want the merger,because of other big business partners.
At the moment Sdss is trading with the business partners...
We will have a nice time in the next weeks, because Sdss will publshing their news !
Greetings
I'm not really sure what you meant by that post. But the dilution was intended for the merger and since the merger didn't happen, the dilution didn't happen...
I havent read the SDSS board for a while.....Whats the point? nuthing goin on!
So someone sends me a link of the previous post!
So here are the facts
A share increase can only happen if there is a shareholder meeting....was there one? NOPE!.....Therefore there was no share increase......
As best as I can tell, and no, I wont really check, cause it means nuthin to me, when SDSS started, they had about 70 million shares and now have about 80 millions....dillution? Not in my book....
But as I said, means NUTHIN for NOW, we need and maybe will get MORE BUSINESS
2.5 Billion auth. The flood gates should open soon to take this to the triples
I agree with you. Although I would like to hear something from the actual company. Shareholder letter or something like that... But my big question is not if I should sell, it's if I should buy more at these very low levels...
The companies could not negotiate a deal. Who knows what that could mean. SDSS sees greater value in their worth than Dvtel saw? Maybe SDSS has other opportunities on the table???? Hard to say, Jan. E-mail I got from Alex pretty much said "we're doing business as usual". I'm satisfied sitting and waiting. When we least expect it great news may be released. And the price is down so low, frankly, only a fool would sell here. IMO.
Anyone hear anything about what is going on? The company is still very quiet...
I do not see any new mail in my mailbox here on the Hub. You may e-mail me personally at woods80513@yahoo.com if you wish. Please use that address only for this purpose. Thanks, dough.
woody
you have mail
I'd love to know the details as to why a deal couldn't be made. Surely DvTel saw value in SDSS or they wouldn't have engaged in the LOI. If it was SDSS that turned away from any offer (any) it would indicate they see greater value in themselves than what DvTel was willing to offer. Nothing wrong with that. There likely are other suitors we don't yet know about.
Wonder if SDSS will do a press release and answer those questions.
deal fell thru
well, I hope they will then at least cancel the incresed shares
the response from Alex was fine....business and growth goes on
Followers
|
72
|
Posters
|
|
Posts (Today)
|
0
|
Posts (Total)
|
5057
|
Created
|
04/30/09
|
Type
|
Free
|
Moderators |
Waiting for the company to release an update or some news......Once that happens the I-Box will be updated accordingly. I removed most of the old info as until we have an idea of direction is clutters things up. | ||
1 | Share Structure: AS: 250,000,000 A/O 12/31/2014 OS: 98,460,551 A/O 12/31/2014 Float: 57,965,644 A/O 12/31/2014 |
|
|
|
|
|
|
SDSS - Daily Candlesticks
Volume | |
Day Range: | |
Bid Price | |
Ask Price | |
Last Trade Time: |