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If you like what he's doing and it feels good, just relax and enjoy it....Thanks Sam...what he is doing is much better than what he could be doing/Nothing. Hey no guarantees of course but at least we have a chance. Enjoy
So you think he asked them to delay the process 4-8 weeks? He has spent a ton of time and over 100k of his money and wants this done....he isn't selling shares to get the money.... he has done what he said he would do and it's a proven fact. So, yea I'm frustrated every time I get a reply with more delays for sure and hard to believe in this day and age how things take so long to get done but I guess that's the way it is...so yes we are stuck but how many penny companies have you owned that the CEO did something like this and actually answers emails maybe too honestly. We shall see...hoping the best for him and us!!
Well more waiting...from Orie this past Monday:
"It’s a waiting game, we are in the process of hiring the broker dealer, after they accept our funds of $20K they will put the package together to apply with FINRA. They believe it will take 4-8 weeks depends on the comments.. We are hopeful it will be on the short side since it’s a simple transaction.
Once FINRA approves we can start trading."
Just in from Orie: "We got it done. Just received a call from SEC notifying us they completed the review and have no further comments. Great news.
This part is done, now we will engage a broker dealer to file the 15C211 a notice to start trading. It can take 6 weeks +- I am told.
Thank you for your patience.
I wish us all great success in our new journey."
Latest from Orie..." I wanted to let you know that we received 3 comments that are VERY simple to correct. They simply want us to add “Unaudited” to the 1Q review and 2 more simple corrections. We should be able to file our response by tomorrow.
This should be it before they issue the acceptance letter of S1 so we should be able to file end of august."
Asked what the filing would be at the end of Aug. His answer " the filing is of 15C211 – where a dealer broker initiate trading quotes."
Latest from Orie "No nothing yet which is surprising to me. They have until month end to provide response.
I’ll let you know."
My response: "Thanks, yes well this is summer and things probably come to more of a slow crawl than the usual slow crawl. :)) "
Latest from Orie, filed last Friday...:))
"Yes we filed Friday afternoon and received SEC confirmation that they received it. Now we wait hopefully for approval or additional comments."
The price is suggested by us, and agreed on by the broker - dealer that will take this on and approved by FINRA. Of –course we will try to get it on the higher side but it needs to meet certain criteria and marketability.
Yes, that’s the plan – the opening share price will be around $0.15-$0.30 if approved.
Palisades Venture, Inc.
25,000,000 Shares of Common Stock
All of the shares of Palisades Venture, Inc. (the “Company" or “Palisades”) offered hereby are being offered by CorpTech Holding, Inc. CorpTech Holding, Inc., the selling shareholder, owns 25,000,000 shares of the common stock of Palisades Venture, Inc., a Wyoming Corporation. CorpTech Holding, Inc. will distribute to its shareholders approximately 25,000,000 shares of its Palisades common stock (see “The Distribution”). The distribution will be made to holders of record of CorpTech Holding, Inc. common stock as of the close of business on February 7, 2024, on the basis of one share of Palisades’ common stock for each one hundred and twenty (120) shares of CorpTech Holding, Inc. common stock held. The 25,000,000 shares of the common stock distributed to CorpTech Holding, Inc. shareholders will represent approximately 25% of all the issued and outstanding shares of the common stock of the Company. CorpTech Holding, Inc. acquired 25,000,000 shares of the common stock of Palisades on July 27, 2021, as part of that certain Asset Purchase Agreement by and between the Company and CorpTech Holding, Inc.; wherein, the Company acquired all the assets and rights to the Landmark PMG LLC, (d/b/a 4Service Cloud Tech) business for 25,000,000 shares of common stock and a $300,000 promissory note (Exhibit 10.1).
From Orie's past emails:
The mission of the new company is to provide a vehicle to raise money to implement our plans to grow primarily through M&A, to acquire much larger companies in our industry. Now (when approved by SEC), that the company has audited financials and a nice base of shareholders in place and hopefully a stable share price, it will give us the opportunity to present potential targets with solid offers combining cash, equity and debt to enable us to reach revenue and earnings goals which will hopefully translate to substantial increase of shareholder’s equity in a relatively short period of time.
That is the plan in a nut shell.
Latest from Orie, "We finished the 2023 audit and the Q1 2024 review and I am expecting the auditors to sign off on all the changes and additions to the S1 today/tomorrow so we can file our response to the SEC. Hopefully they will have no further comments judging from the last round of only 4 comments that we responded to. Next step – once approved is to hire Broker dealer and start trading. We are close."
You are welcome Misfit...lol Have a good and safe summer everyone...enjoy!!
You all are welcome....thanks freedom 32 for the logical thinking reply and is exactly what is happening. :))
Good point...I was doing the same thing yrs. ago when Rusty Bresse was CEO...and now I'm still doing it to scam people out of their money...oh wait haven't been able to buy or sell for yrs. now...lol And ...oh wait...Orie has actually filed like he said he would and it is proven FACT.
So, all that aside...latest from Orie: "A quick update – we are almost done with the 2023K audit and should finalized Q1 2024 review in the next 2 weeks. The goal is to file the response with the updated financials by month end G-D willing which will give the Sec plenty of time to approve us by mid/end of June.
That’s the goal. Perseverance is the name of this game…"
Latest from Orie:
"We received a second round of only 4 questions/correction from the SEC, HOWEVER one was for us to provided audited financials for Dec 31, 2023, since the 4Q numbers went stale March31st, 2024. We immediately had the auditors start on this however (again) the Q1 2024 will go stale on May15th so depending on how quick the SEC works we might be able to escape without Q1 review but more likely they will ask for them. Reasonable request but expensive and causing delays.
The rest of the corrections were minor so we believe once these audits and reviews are done we will get the consent to file."
Glad to hear... and that you are well!! Good here also and hoping that after all this time that we have endured and been ridiculed for putting faith in what Orie was trying to do that it will hopefully SOON pay off...still no guarantees of course but he DID do what he was saying all along. Personally just couldn't believe that he was lying to me all this time as he answered my emails. We were stuck and nothing for him to pump...couldn't buy nor sell..so he could have just walked away like many others in the past but he didn't . Anyway that's the past...hoping and praying for a new bright future here!!
JAJ25...still with us? Hope all is well!!
bri....I try not to bug him too much...don't want to become a pain asking a lot of questions...we will find out soon enough....b/r
Just asked Orie if they have heard anything yet...his reply
"Your timing is excellent – just this morning we received the first round of comments and everyone on the team was pleasantly surprised that the comments will require very small revisions that the SEC would like to see in the prospectuses. All in all this round is simple and we will be responding to the comments in the next few days.
They of course reserve the right to send as many rounds as they like until they are fully satisfied.
Response from Orie about the opening price:
" The price is suggested by us, and agreed on by the broker - dealer that will take this on and approved by FINRA. Of –course we will try to get it on the higher side but it needs to meet certain criteria and marketability."
Response from Orie about the new company:
"The mission of the new company is to provide a vehicle to raise money to implement our plans to grow primarily through M&A, to acquire much larger companies in our industry. Now (when approved by SEC), that the company has audited financials and a nice base of shareholders in place and hopefully a stable share price, it will give us the opportunity to present potential targets with solid offers combining cash, equity and debt to enable us to reach revenue and earnings goals which will hopefully translate to substantial increase of shareholder’s equity in a relatively short period of time.
That is the plan in a nut shell."
Response from Orie about the Palisades Venture:
"Yes, that’s the plan – the opening share price will be around $0.15-$0.30 if approved."
Sam, all we can do is hold as you know...well you didn't think he would ever do the filing and he did and now he says " Once the SEC approves the registration I will be able to provide the distribution ratio but I can confirm it will be beneficial." So he proved you wrong once now, let's hope he does it twice. :)) GLTA
NEWS...NEWS :))
"I am very pleased to announce that we just filed our S-1 Registration with the SEC. It took over 2 and half years of work by many individuals whom I hired to get this project completed and filed. I personally made substantial investment to fund this project and dedicated hours on-hand daily, working with the auditors to complete 2 years of audited financials, worked with the authors to write our S-1 Registration, worked extensively with our financial consultant and with 2 SEC lawyers to get the registration reviewed and get the consent of auditors and legal to file.
Please see below.
The process is – we now wait for the SEC to send comments which they have a maximum of 30 days. We hope the comments will be just few and simple to quickly address. Once we have their consent we will make a dividend distribution of shares of the new company - Palisades Venture DBA 4Service Cloud Tech, to COHO shareholders of record and to our consultants. Once the SEC approves the registration I will be able to provide the distribution ratio but I can confirm it will be beneficial.
I will keep you informed as to developments with our next steps.
WE DID IT!
THE FOLLOWING SUBMISSION HAS BEEN ACCEPTED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION.
COMPANY: Palisades Venture Inc.
FORM TYPE: S-1 NUMBER OF DOCUMENTS: 22
RECEIVED DATE: 07-Feb-2024 16:11 ACCEPTED DATE: 07-Feb-2024 16:15
FILING DATE: 07-Feb-2024 16:11
TEST FILING: NO CONFIRMING COPY: NO
Blessings to all"
Reply from Orie to my question...again...as to why this is taking so long to accomplish::
"It is unique in a sense that we are doing an audit for a spin-off and providing shares to shareholders of another company (COHO). Still it should not get that complicated. It didn’t help that SEC issued new requirements on auditors to certify the entire filing twice before it gets filed.
Hang in there."
Latest update...maybe this will be our year???
"We are at the tail end of documentation – one step that I was not aware of is when the auditors “finished” the audit and reviews, we then had to insert it into the S1 filing document of over 100 pages and then it went back to auditors to review the entire document since the numbers are reflected in several locations in the write-up. Just few minutes ago I heard back from them that the last revision they asked for (we are now at Version 9) hopefully will be accepted this afternoon by the 2 audit partners and then it goes to be Edgarize, then back to auditors for another final review of the full doc to make sure the Edgarizing people didn’t change or omitted something than it gets filed.
Tedious work but progress is made."
????...explain
Won't even get that...he's Jewish 😀. Happy Thanksgiving
Asked if this will get done by eoy- response: "G-D willing it will, he knows I am committed. Just hired another lawyer to provide the opinion letter and the auditors agreed to complete the review of Q3 as quickly as possible. I know and I feel like you – these words were said before many times, I am as frustrated as you are and disenchanted with the process. The good news is that I spent too much time and my own money to interrupt the process.
We will get this to finish line."
Well, not so great unfortunately.
"Auditors want us to complete Q2 2023 review. Numbers are ready and at the CPA hand to be inserted. Q3 is coming up in 5 weeks and we are ready with these numbers as well."
So, I wrote him back saying that they take so long and have been doing this for a long time that these Q's fly by...needs to be some urgency and get this done!!
His Reply: "It will get done – I spent too much money and time and will not let go."
From Orie yesterday: "CPA is done and just this morning received the final board minutes to insert into the S1. This will complete the S1 and will be sent today/tomorrow back to the auditors for them to write their Opinion letter. Once received it will all get Edgarized and filed.
We are making progress."
From Orie last Friday: "More delays with CPA converting audited numbers to S1 format. He says he was done as of this morning. Still waiting for him as of now to get the final Q1 #s converted. :( "
Just in from Orie, "Audit is done we received the numbers which will be incorporated into the S1 today. Auditors want to go over the S1 once it’s complete and then we Edgarize and file. Moses had easier time parting the Red Sea but I’ll prevail."
Just in today from Orie: "According to a conversation I had yesterday with the auditors they had their final meeting on the review letter yesterday and I am supposed to get it today. Once we receive this we have to send everything to get it “Edgarized” takes few days and then we are good to file."
Hoping and praying this is finally it...and then of course how long will it take to get approval...but seeing a filing will go a looooong way!
2 replies from Orie...first: "Some more delays and some progress. Hired edgarizer and agents, pushing the authors and lawyers. I thought we were there ready to file when the SEC lawyer decided he needs another lawyer to write the opinion to avoid conflicts….
By hook or by crook we will get there."
Second reply from my question as to why this again is taking so long and is it more complex than than a normal company going public...good explanation as to what he is determined to accomplish and that it is more complex: " My situation is different than many since we are doing an audit of a sub that needs to be spun out of the company that holds all the shareholders and then you need to bring the shareholders into the sub. The sub is an LLC. LLC organization cannot be public so another C Corp company had to be established to absorb the assets of the sub from the main company and that company had to be audited as well. Auditors will not perform this work during tax seasons, or during periods where Qs and Ks need to be filed for their other clients, the delays caused further delays by the authors of the S1 who got into other projects during these delays as well as the lawyers. Very frustrating BUT, in my culture there is a saying that all delays bring better results. I am getting some good feedback from market makers about the timing - getting this done now.
I’ll get this done – hang in there."
Sam, that was Orie referring to himself as he was answering my question...I am a stuck shareholder like everyone else here and email Orie and get a response just like anyone else here could do. I own a little over 10mil. shares which is probably a lot less that most here. Just keeping in touch with him so he knows we are very interested in getting our investment back and I do believe he answers honestly. Hoping the best for him and us!
Answer from Orie to my question as to why in this computer age does making a few changes take so long: "It is getting the consensus of the auditors, the SEC lawyers, the S1 authors, the financial analyst, the tax examiner , the founder (me) and investors to agree to every word and every attempted change.
Hoping to file end of this week!
Latest from Orie: "More delays now from the SEC lawyer and S1 Author need to agree on certain language – meantime I am paying….
This month filing is doable."
From Orie today: "Audit is done. Financial will be dropped into the S1 either tomorrow or Monday and finalizing and filing will be done hopefully end of next week. Almost there."
Well, their soon is never what our soon is but keep those fingers crossed:
From Orie today: "We are very close. Audit should be completed by Monday/Tuesday and the S1 is ready just waiting to drop in the numbers. The team is getting ready to file very soon."