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Wasnt the plan at least 10 million in SALES
It really is not that sad but expected You have a few Ya Hu folks that have put lip stick on this pig. This company is a fraud this will see .0050 before a nickle. Ask the putz who claims everyday getting out at 1.28 what a con job he is.
Requirements to use Form 211 Going Public OTC Pink Sheets
In general, a private company can go public if:
- The private company has at least 25 non-affiliated shareholders who paid cash consideration for their shares at least 12 months prior to the Form 211 filing date;
- The private company must have at least 1 million shares outstanding, of which at least 250,000 are free trading shares;
- The private company must never have been a shell company; and
- The private company has current public information available.
The Role of the Market Maker Submitting Form 211
In order to use Rule 15c-211 to go public, the private company must locate a sponsoring market maker to submit the Form 211 application to FINRA on its behalf. FINRA may render comments to the Form 211 application which the sponsoring market maker and private company must respond to.
Once FINRA is satisfied that the disclosures satisfy the requirements of Rule 15c2-11, it will assign a trading symbol and the Market Maker can quote the company’s securities. Once this occurs, the securities of the private company going public are quoted by the OTC Markets on the OTC Pink Sheets. Once the sponsoring market maker has published quotations for the company’s securities for at least 30 days, other market makers can publish quotations for the security.
Market Maker Fees Form 211 in Going Public Transactions
The market maker chosen by the company to file the Form 211 is not permitted to accept payment for his or her services.
15c-211 Disclosures Going Public Transactions
Rule 15c-211 requires that the company have current public information available before the market maker can quote the security. The information required in Form 211 satisfies the current public information of Rule 15c-211. Form 211 requires, among other things, the following disclosures:
- A detailed description of the issuer’s business, products/services offered, assets and sources of revenue;
- Description of the company’s facilities including the location, square footage and whether owned or leased;
- Identification of officers, directors, and holders of more than 5% of the company’s securities;
- Certificate of Incorporation and bylaws including any amendments;
- Current transfer agent generated shareholder list, indicating the name and address of each shareholder, the number of shares owned, date of share ownership, and whether the shares are restricted, control, or free trading;
- Description of the company’s free-trading shareholder base, including a description of exemptions from registration under the Securities Act;
- Agreements creating restrictions, liens or encumbrances on, or relating to, the transfer or voting of shares;
- Agreements evidencing stock rights, warrants or options;
- All stock purchase or asset purchase agreements for the last five (5) years;
- Disclosure of whether the company has entered into any discussions or negotiations concerning a potential merger or acquisition candidate;
- Merger and/or consolidation agreements;
- Partnership and/or joint venture agreements;
- Unaudited financial statements for the last 2 fiscal years and interim periods;
- Details of all private offerings including who solicited investors, how they were known to the solicitor, and how many individuals were solicited, and who did not purchase;
- One full copy of the subscription agreement executed by each investor and copies of all checks from the subscribers or other proof of payment;
- Copies of Form D filed with the SEC;
- Description of all relationships among and between every shareholder and the issuer, its officers and directors, and other shareholders;
- A statement indicating whether any person or entity has control, written or otherwise, of the sale, transfer, disposition, voting or any other aspect of the shares listed on the shareholders' list other than the shareholder;
- Whether any officer or director of the issuer had any regulatory action taken against him/her by the SEC, NASDAQ, NYSE or other securities-related regulatory agency and whether any officer or director of the issuer has been convicted of any felony charges within the last 5 years;
- A detailed business plan, which includes a detailed chronological account of each and every step the issuer has taken in furtherance of its stated objective since inception;
- A description of the steps the Company plans to take during the next year in furtherance of its business plan, including the activities in which the Company plans to engage, the names of the persons who will conduct these activities, and the expected dates of these activities;
- A description of any future financing plan;
- Any material agreements or letters of intent entered into by the Company;
- Schedule of all material patents, trademarks, trade names, service marks, and copyrights; and
- The legal opinion from the company‘s securities lawyer as to tradability of the free trading shares.
Going Public on the OTC Pinks Rule 144
Private companies that go public using 15c2-11 rely on the availability of the safe harbor of Rule 144 of the Securities Act of 1933 (the “Securities Act”) to create their free trading shareholder base. Rule 144 is not available for private companies that have ever, at any time, been a shell company, or “blank check company.” If a private company was once a shell company it must file a registration statement with the SEC in order to go public without a reverse merger. Generally, for shareholders of private companies that have never shell, Rule 144 is available 12 months after the payment of consideration so long as the shareholder is not an affiliate of the company.
By Hamilton & Associates Law Group, P.A., Florida
Law Firm Website: https://www.securitieslawyer101.com
Call (561) 416-8956
ABOUT THE AUTHOR: Brenda Hamilton
Brenda Hamilton is a lawyer practicing in the area of corporate finance, securities compliance and securities registration and disclosures including Form S-1, Form F-1, Regulation A and the SEC's reporting requirements. Additionally, Ms. Hamilton has assisted issuers who go public direct in all aspects of SEC compliance related to their going public transition taking them from private to public company status. Ms. Hamilton has represented issuers in direct public offerings as well as initial public offerings ("IPO's") and other going public transactions. Ms. Hamilton’s clients include issuers, investors, corporate officers and directors, shareholders and other market participants. Ms. is recognized for her award winning Securities Lawyer 101 blog. Brenda Hamilton's articles in the area of securities law have been cited by the Fifth Judicial Circuit and in the Report to Congress of the U.S.-China Economic And Security Review Commission.
What do you think form 15C211 is for
Someone has to file so they can trade and the guy who files the form when there is a big problem he must notify the SEC. Not that many firms will apply. I know a few who got into trouble for not reporting to the SEC
Where did l say they hold shares
What l said the lead MM knows whats happing with the company. He is resonposibe since he files the 15C211
I never said he holds shares Does anyone know which one it is
The lead MM knows he is kept up to date by the company He is the guy who files the 15C211 yearly
Just my opinion They are stalling untill next Sept when the 2 year hold is over
They did not lose it on purpose. They lost it because of piss poor management
They might have pissed away there million$$$ and this is the out come Here we are complaning MM playing games mean time its the company playing games. 5 million to 5000 goi to be a joke
This could be just another scam comming out of Texas
OH Yea Like what? You was the leader who told us what this company had and how great it was TELL US AGAIN You were FOS all along
Larry Sept 2021 will be here quick enough. Why should the company put out the good news now? They owe us nothing we are just a pain in the ass. They owe it all to the people that bought up there investment stock with a 2 year hold. So dont expect much till then
Our day will come soon Sept 2021
The new l board looks great PLEASE UPDATE the share structure just got this from Transfer agent Nov 16 2020 4:15 est
Shares Out 58 358 212
Not Reg 48 260 191
FLOAT 10 098 021
Dont laugh why move it for us. Friends and Family will benefit after 2 years.And then we all go along for a good ride up
IMO Fins will not be out until Sept 2021
Larry has said that 3X daily for the past 10 MONTHS
Larry is that you with the large block??
Recent Tweet from Protective Capital Structures Corp
UPDATE: We are in the midst of discussions with multiple accredited institutions & investors to resolve liquidity issues during #Covid19 relaunching. Our independent private sister subsidiary RREH, CEO Francis McGuire, & their staff have assisted $PCSO with these efforts...
The answer is no. Big block at .0330 And if we ran to .04 on little volume we would have to retrace
Does it have anything to do with the recent price rise?
Yes thats the reason. And if we can go up .01 a week we dont even need fins
Thats what you want to see. What we want to really see is good bid support and have that big ask slapper come around again. Then its off to the races
I have been in this since last June Listened to so much BS and promises. Finally this time its the real deal. There is real OUTSIDE buying which is the key. No more micky mouse buys and sells of 2,000 shares
A week ago they had huge bids up. On Friday they were grabbing all the huge asks. These are the people in the know. IMO big movement comming any time (within 2 weeks)
231,000 just went off at the ask. Looks like around 1.5 million are ask slaps All of this is great. News or fins on Monday lets hope
And they are slapping the ask. Someone knows something
Last week was the big tip off with those huge buy orders. Always like to see those front runners or early birds
Of course its good news
Just the big buyers they have the inside scoup. They know more than anyone on this board
Those people buying 100s of thousands of shares are called front runners.
I guess you got filled! Congrats
My guess its Larry1955 buying
OH Yea they will milk this hurricane for all its worth. Thanksgiving or LATER for the fins.
You must be talking to Derrick
Yes l am down to 625,00 shares but my average is over .0275.I am slowly weeding out. Again that 5 million in equiptment how are you going to prove it belongs to us and not Exxon Mobil. Really not a word from the company since Feb except to say fins will be ready in 2 weeks that was OVER 4 month s ago. Lets face it MVNT could be the biggest fraud comming out of Texas since the snake oil back in the 1950s
Been waiting for fins since last Jan in another 4 months it will be a year of waiting. Not a peep from the company. Except showing us equiptment worth 5 million. And are you SURE that even belongs to MVNT.
I use the name because back around 2004 There was a basketball player named Jerry McNamara Played for Syacuse and wore number 3 and l knew him
Thats good up a double If 10 people with deep pockets speak to Derrick this is the out come.