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yup. exactly. he opened up a huge can of worms here
Why don't you check out whether TAUG is not a shell with an SEC lawyer.
i'd rather hear it from the SEC . to many corrupt attornies out there
anything can happen in penny land
there had been no trading in CYNK stock for 24 trading days. Over the next two months, the stock of CYNK rose from $0.06 per share to $13.90 per share, a more than $4 billion stock market valuation for a company that had no revenue and no assets.
https://www.justice.gov/usao-edny/pr/architect-offshore-fraud-haven-and-orchestrator-more-40-pump-and-dump-schemes-sentenced
Department of Justice
U.S. Attorney’s Office
Eastern District of New York
FOR IMMEDIATE RELEASE
Monday, February 6, 2017
Architect Of Offshore Fraud Haven And Orchestrator Of More Than 40 Pump And Dump Schemes Sentenced To 6 And 12 Years In Prison, Respectively, For Executing A $250 Million Money Laundering Scheme
BTW...all of this happened almost 1 1/2 years before Cowan debacle became public!
cockamamie lawsuit and company. shut it down
SECURITIES AND EXCHANGE COMMISSION
17 CFR Parts 230, 239, 240 and 249
[Release Nos. 33-8587; 34-52038; International Series Release No. 1293;
File No. S7-19-04]
RIN 3235-AH88
USE OF FORM S-8, FORM 8-K, AND FORM 20-F BY SHELL COMPANIES
AGENCY: Securities and Exchange Commission.
ACTION: Final rule.
SUMMARY: The Securities and Exchange Commission is adopting rules and rule amendments
relating to filings by reporting shell companies. We are defining a “shell company” as a
registrant with no or nominal operations and either no or nominal assets, assets consisting solely
of cash and cash equivalents, or assets consisting of any amount of cash and cash equivalents and
nominal other assets. The rules and rule amendments prohibit the use of Form S-8 under the
Securities Act of 1933 by shell companies. In addition, they require a shell company that is
reporting an event that causes it to cease being a shell company to 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. These provisions are intended to protect investors by deterring
fraud and abuse in our securities markets through the use of reporting shell companies.
EFFECTIVE DATE: August 22, 2005, except Item 5.06 of Exchange Act Form 8-K
(referenced in § 249.308) will take effect on November 7, 2005.
FOR FURTHER INFORMATION CONTACT: Kevin M. O’Neill, Special Counsel, Office
of Small Business Policy, Division of Corporation Finance, Securities and Exchange
Commission, 100 F Street, NE, Washington, DC 20549, at (202) 551-3260.
https://www.sec.gov/rules/final/33-8587.pdf
Use of Form S-8, Form 8-K, and Form 20-F by Public Shell Companies
The Commission voted to adopt rules and amendments to assure that investors in shell companies that acquire operations or assets have access on a timely basis to the same kind of information as is available to investors in public companies with continuing operations. The rules are intended to protect investors by deterring fraud and abuse in the securities markets through the use of shell companies.
The new rules and amendments relate to the use of Form S-8, Form 8-K, and Form 20-F by public shell companies. Form S-8 is used by public companies to register securities for sale under the Securities Act of 1933 in connection with employee benefit plans. Form 8-K is used by public companies to disclose certain corporate events on a current basis under the Securities Exchange Act of 1934. Form 20-F is a multi-function form under the Exchange Act for foreign private issuers.
The changes will
define the term "shell company" to mean a registrant, other than an asset-backed issuer, that has no or nominal operations, and either:
no or nominal assets;
assets consisting solely of cash and cash equivalents; or
assets consisting of any amount of cash and cash equivalents and nominal other assets;
revise the definition of "succession" to include a method of taking a private company public through a shell company that is known as the "back door" Exchange Act registration procedure;
prohibit the use of Form S-8 by shell companies;
permit former shell companies to use Form S-8 once they become operating companies and 60 days have passed since they filed with the Commission the information about the operating company that they will be required to provide if they were filing a registration statement under the Exchange Act;
add new Form 8-K Item 5.06 to require disclosure when companies cease to be shell companies;
revise the existing Form 8-K items relating to acquisition or disposition of assets and changes in control to require companies that cease being shell companies, within four business days of the transaction, to disclose information comparable to the information that they will be required to provide if they were filing an Exchange Act registration statement;
require foreign private issuer shell companies to report transactions that cause them to cease being shell companies on Form 20-F, providing disclosure comparable to that which domestic companies will report on Form 8-K; and
require companies to indicate on the cover page of their Exchange Act periodic reports whether they fall within the definition of "shell company."
The amendments would take effect 30 days after publication in the Federal Register, except for new Form 8-K Item 5.06, which would take effect Nov. 7, 2005.
https://www.sec.gov/news/press/2005-99.htm
Shell Corporation + SUBSCRIBE
What is a 'Shell Corporation'
A shell corporation is a corporation without active business operations or significant assets. These types of corporations are not all necessarily illegal, but they are sometimes used illegitimately, such as to disguise business ownership from law enforcement or the public. Legitimate reasons for a shell corporation include such things as a startup using the business entity as a vehicle to raise, funds, conduct a hostile takeover or to go public.
BREAKING DOWN 'Shell Corporation'
Shell corporations are used by large well-known public companies, shady business dealers and private individuals alike. For example, in addition to the legal reasons above, shell corporations act as tax avoidance vehicles for legitimate businesses, as is the case with Apple's corporate entities based in the United Kingdom. They are also used to obtain different forms of financing.
However, the tax avoidance is sometimes seen as a loophole to tax evasion, as these corporations have been known to be used in black or gray market activities. It's natural to be suspicious of a shell corporation, and it's important to understand the various scenarios in which they arise.
Reasons to Legitimately Set Up a Shell Corporation
The number one reason for a domestic company to set up a shell company is to realize a tax haven abroad. Large corporations, like in the Apple example, have decided to move jobs and profits offshore, taking advantage of looser tax codes. This is the process of "offshoring" or "outsourcing" work that was once conducted domestically.
To remain within legal bounds internationally, American corporations will set up shell companies in the foreign countries in which they are offshoring work. This is legally allowed by the United States, and some say that it's the U.S. tax code itself that's forcing domestic companies to create shell corporations abroad.
Another way that shell companies help with taxes surrounds the need for financial institutions to conduct financial activity in foreign markets. This allows them to invest in capital markets outside of domestic borders and realize potential tax savings.
Ways That People Abuse Shell Companies
Even though there are legitimate reasons to set up a shell company, many wealthy individuals abuse shell companies for personal gain. Progressive taxation within the United States, that is, tax brackets, slowly caused people to seek personal tax havens. Significantly high earners set themselves up as shell companies in one or many locations, like the Cayman Islands. This is a gray area of tax evasion where people funnel earnings through shell companies in such a way that it isn't counted toward personal income.
Read more: Shell Corporation http://www.investopedia.com/terms/s/shellcorporation.asp#ixzz4mLJmKRPP
Follow us: Investopedia on Facebook
Well, I think the stock is a buy and have bought it all the way up to .0065 and all the way down to .001.
I never said it wasn't a buy. It could go to 10c for all i know. who knows
it's the poster child of shells. cockamamie lawsuit too
TAUG = One big cockamamie scheme. eom
i heard (can't prove it's true yet) that seth borrowed the money to make it look like he really did the investment and that it came from him. i wonder (hmmmmmmmmmm, hint hint) who gave it to him and who is he going to split all those shares with. what a scheme
I know JOSH (certain person) already ratted everyone out
Wonder what the symbol is going to be and that's if they get the 15c211 approved. Stay tuned.
4M Completes Reverse Merger with SEC Reporting Company as Step to Becoming Publicly Traded
https://finance.yahoo.com/news/4m-completes-reverse-merger-sec-130500268.html
PR Newswire PR NewswireApril 10, 2017
KNOXVILLE, Tenn., April 10, 2017 /PRNewswire/ -- 4M Industrial Oxidation, LLC ("4M"), a Knoxville, Tennesee-based carbon-fiber technology company focused on the commercialization of plasma oxidation technology co-developed with Oak Ridge National Laboratory, announced today the consummation of its reverse merger with Woodland Holdings Corp., an SEC reporting company ("Woodland" or the "Company"). 4M has become a wholly-owned subsidiary of Woodland, through which Woodland will conduct its business operations.
"Our reverse merger with Woodland is a vital step in 4M becoming a public company and is a key element of our growth strategy. This reverse merger is a significant accomplishment for the 4M team," said Rodney Grubb, 4M's Chairman and Chief Operating Officer. Grubb continued, "We believe the positioning of 4M as a publicly-traded company will afford us the greatest opportunity to capitalize on the rapidly growing demand for low-cost carbon fiber around the world."
About 4M Industrial Oxidation, LLC
4M Industrial Oxidation, LLC was created to commercialize exclusively-licensed atmospheric plasma oxidation technology. RMX Technologies, LLC and Oak Ridge National Laboratory co-developed and proved a patent-protected technology intended to revolutionize the carbon fiber market. 4M has exclusive commercialization rights to this technology and is implementing its commercialization plan to build, install, and operate commercial-scale plasma oxidation ovens. The licensed technology creates a high-quality fiber and is one-third the size of conventional technology for the same production capacity. 4M's green technology utilizes 75% less energy. This cost and time reduction are expected to be financially disruptive because of the current demand for low-cost carbon fiber, spanning multiple sectors in the industry. Oxidation is a critical step in the production of carbon fibers because it takes the most time and is the most difficult. 4M's smaller ovens use less space, thus there is less fiber-handling equipment, fewer personnel, and less environmental processing for the same capacity. This new technology enables the production of up to three times as much product in the same operational footprint, while using less energy and less personnel, satisfying increasing market demands. This resolves the significant limitations of current traditional technologies.
Forward Looking Statements Disclaimer
This press release contains statements that are "Forward Looking" in nature (within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended). All statements regarding the Company's financial position, potential, business strategy, plans and objectives for future operations are Forward-Looking statements. Many of these statements contain words such as "goal," "aims," "may," "expect," "believe," "intend," "anticipate," "estimate," "continue," "would," "exceed," "should," "steady," "plan," "potential," "dramatic," and variations of such words and similar expressions identify Forward Looking statements, but their absence does not mean that a statement is not a Forward Looking statement. Because Forward Looking statements involve future risks and uncertainties, there are many factors that could cause actual results to differ materially from those expressed or implied. The Company cannot predict the actual effect these factors will have on its results and many of the factors and their effects are beyond the Company's control. Any forward-looking statement made by the Company speaks only as of the date on which it is made. The Company is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, subsequent events or otherwise. Given these uncertainties, you should not rely too heavily on these forward-looking statements.
Information for the Educated Investor
For further information regarding these and other risks related to Woodland Holdings Corp. or 4M Industrial Oxidation business, investors should consult Woodland Holdings' annual and periodic reports with the Securities and Exchange Commission, available free of charge at www.sec.gov.
Read More
https://denebleo.sec.gov/TCRExternal/index.xhtml
Welcome to the Tips, Complaints and Referrals website. The goal of this site is to provide a way for members of the public to provide information to the SEC regarding possible violations of the federal securities laws.
Thank you for coming forward with information about a possible violation of the U.S. securities laws. This questionnaire is designed to elicit the kinds of information necessary for us to best evaluate your complaint and, if appropriate, to take action.
To submit information to the SEC about possible violations of the federal securities laws, please click here or click the "Questionnaire" link, located above. Please note that we may share the information you provide with others. Read the PRIVACY ACT NOTICE to learn more about how we may use the information you send to us.
Information about the Whistleblower Award Program
The Dodd-Frank Wall Street Reform and Consumer Protection Act, signed into law by President Obama on July 21, 2010, authorizes the SEC to pay an award to eligible whistleblowers. You may be eligible for a monetary award if the information you submit leads to an SEC action that results in monetary sanctions exceeding $1,000,000. To learn more about this award program, including the eligibility requirements in the statute and final rules approved by the Commission to implement this program, please click here.
You are encouraged to submit your information in writing online by filling out the online questionnaire, available here. If you submit electronically and would like to be considered for an award under our whistleblower program, you are required to answer yes to the appropriate question on the “About you” page of the questionnaire and to electronically submit the whistleblower declaration at the end of the questionnaire. Click here to see a screen shot of the required declaration. If you wish to remain anonymous but still be eligible for an award, you must be represented by, and provide contact information for, an attorney.
If you prefer to submit your information in hard copy, you may print out the newly-available Form-TCR and submit it:
• by mail to the Office of the Whistleblower, SEC, 100 F Street, NE, Mail Stop 5971, Washington, DC 20549; or
• by fax to the Office of the Whistleblower (703) 813-9322.
OMB Number: 3235-0672
https://www.sec.gov/complaint/tipscomplaint.shtml
why call, just click above and do your thing
WOODLAND is a spinoff of CWRL
https://finance.yahoo.com/news/4m-completes-reverse-merger-sec-130500268.html
BINGO and then some. COCKAMAMIE LAWSUIT
aren't most of those notes and TAUG juggling due the malpractice?
LET THE COURTS, THE SEC AND FINRA answer you that. What do I know except for JK is doing another RM and this time things are not going to turn out so well. Some peeps never learn
S8?
http://www.smallcapreview.com/s_8.htm
seth shaw is trying is hardest to be martin shkrelis with his cockamamie , brain storming ideas
one huge facade here
15c2-11 Initiation or resumption of quotations without specific information.
Preliminary Note:
Brokers and dealers may wish to refer to Securities Exchange Act Release No. 29094 (April 17, 1991), for a discussion of procedures for gathering and reviewing the information required by this rule and the requirement that a broker or dealer have a reasonable basis for believing that the information is accurate and obtained from reliable sources.
(a) As a means reasonably designed to prevent fraudulent, deceptive, or manipulative acts or practices, it shall be unlawful for a broker or dealer to publish any quotation for a security or, directly or indirectly, to submit any such quotation for publication, in any quotation medium (as defined in this section) unless such broker or dealer has in its records the documents and information required by this paragraph (for purposes of this section, “paragraph (a) information”), and, based upon a review of the paragraph (a) information together with any other documents and information required by paragraph (b) of this section, has a reasonable basis under the circumstances for believing that the paragraph (a) information is accurate in all material respects, and that the sources of the paragraph (a) information are reliable. The information required pursuant to this paragraph is:
(1) A copy of the prospectus specified by section 10(a) of the Securities Act of 1933 for an issuer that has filed a registration statement under the Securities Act of 1933, other than a registration statement on Form F-6, which became effective less than 90 calendar days prior to the day on which such broker or dealer publishes or submits the quotation to the quotation medium, Provided That such registration statement has not thereafter been the subject of a stop order which is still in effect when the quotation is published or submitted; or
(2) A copy of the offering circular provided for under Regulation A under the Securities Act of 1933 for an issuer that has filed a notification under Regulation A and was authorized to commence the offering less than 40 calendar days prior to the day on which such broker or dealer publishes or submits the quotation to the quotation medium, Provided That the offering circular provided for under Regulation A has not thereafter become the subject of a suspension order which is still in effect when the quotation is published or submitted; or
(3) A copy of the issuer's most recent annual report filed pursuant to section 13 or 15(d) of the Act or pursuant to Regulation A ((§§ 230.251 through 230.263 of this chapter), or a copy of the annual statement referred to in section 12(g)(2)(G)(i) of the Act in the case of an issuer required to file reports pursuant to section 13 or 15(d) of the Act or an issuer of a security covered by section 12(g)(2)(B) or (G) of the Act, together with any semiannual, quarterly and current reports that have been filed under the provisions of the Act or Regulation A by the issuer after such annual report or annual statement; provided, however, that until such issuer has filed its first annual report pursuant to section 13 or 15(d) of the Act or pursuant to Regulation A, or annual statement referred to in section 12(g)(2)(G)(i) of the Act, the broker or dealer has in its records a copy of the prospectus specified by section 10(a) of the Securities Act of 1933 included in a registration statement filed by the issuer under the Securities Act of 1933, other than a registration statement on Form F-6, or a copy of the offering circular specified by Regulation A included in an offering statement filed by the issuer under Regulation A, that became effective or was qualified within the prior 16 months, or a copy of any registration statement filed by the issuer under section 12 of the Act that became effective within the prior 16 months, together with any semiannual, quarterly and current reports filed thereafter under section 13 or 15(d) of the Act or Regulation A; and provided further, that the broker or dealer has a reasonable basis under the circumstances for believing that the issuer is current in filing annual, semiannual, quarterly, and current reports filed pursuant to section 13 or 15(d) of the Act or Regulation A, or, in the case of an insurance company exempted from section 12(g) of the Act by reason of section 12(g)(2)(G) thereof, the annual statement referred to in section 12(g)(2)(G)(i) of the Act; or
(4) The information that, since the beginning of its last fiscal year, the issuer has published pursuant to § 240.12g3-2(b), and which the broker or dealer shall make reasonably available upon the request of a person expressing an interest in a proposed transaction in the issuer's security with the broker or dealer, such as by providing the requesting person with appropriate instructions regarding how to obtain the information electronically; or
(5) The following information, which shall be reasonably current in relation to the day the quotation is submitted and which the broker or dealer shall make reasonably available upon request to any person expressing an interest in a proposed transaction in the security with such broker or dealer:
(i) The exact name of the issuer and its predecessor (if any);
(ii) The address of its principal executive offices;
(iii) The state of incorporation, if it is a corporation;
(iv) The exact title and class of the security;
(v) The par or stated value of the security;
(vi) The number of shares or total amount of the securities outstanding as of the end of the issuer's most recent fiscal year;
(vii) The name and address of the transfer agent;
(viii) The nature of the issuer's business;
(ix) The nature of products or services offered;
(x) The nature and extent of the issuer's facilities;
(xi) The name of the chief executive officer and members of the board of directors;
(xii) The issuer's most recent balance sheet and profit and loss and retained earnings statements;
(xiii) Similar financial information for such part of the 2 preceding fiscal years as the issuer or its predecessor has been in existence;
(xiv) Whether the broker or dealer or any associated person is affiliated, directly or indirectly with the issuer;
(xv) Whether the quotation is being published or submitted on behalf of any other broker or dealer, and, if so, the name of such broker or dealer; and
(xvi) Whether the quotation is being submitted or published directly or indirectly on behalf of the issuer, or any director, officer or any person, directly or indirectly the beneficial owner of more than 10 percent of the outstanding units or shares of any equity security of the issuer, and, if so, the name of such person, and the basis for any exemption under the federal securities laws for any sales of such securities on behalf of such person.
If such information is made available to others upon request pursuant to this paragraph, such delivery, unless otherwise represented, shall not constitute a representation by such broker or dealer that such information is accurate, but shall constitute a representation by such broker or dealer that the information is reasonably current in relation to the day the quotation is submitted, that the broker or dealer has a reasonable basis under the circumstances for believing the information is accurate in all material respects, and that the information was obtained from sources which the broker or dealer has a reasonable basis for believing are reliable. This paragraph (a)(5) shall not apply to any security of an issuer included in paragraph (a)(3) of this section unless a report or statement of such issuer described in paragraph (a)(3) of this section is not reasonably available to the broker or dealer. A report or statement of an issuer described in paragraph (a)(3) of this section shall be “reasonably available” when such report or statement is filed with the Commission.
(b) With respect to any security the quotation of which is within the provisions of this section, the broker or dealer submitting or publishing such quotation shall have in its records the following documents and information:
(1) A record of the circumstances involved in the submission of publication of such quotation, including the identity of the person or persons for whom the quotation is being submitted or published and any information regarding the transactions provided to the broker or dealer by such person or persons;
(2) A copy of any trading suspension order issued by the Commission pursuant to section 12(k) of the Act respecting any securities of the issuer or its predecessor (if any) during the 12 months preceding the date of the publication or submission of the quotation, or a copy of the public release issued by the Commission announcing such trading suspension order; and
(3) A copy or a written record of any other material information (including adverse information) regarding the issuer which comes to the broker's or dealer's knowledge or possession before the publication or submission of the quotation.
(c) The broker or dealer shall preserve the documents and information required under paragraphs (a) and (b) of this section for a period of not less than three years, the first two years in an easily accessible place.
(d)
(1) For any security of an issuer included in paragraph (a)(5) of this section, the broker or dealer submitting the quotation shall furnish to the interdealer quotation system (as defined in paragraph (e)(2) of this section), in such form as such system shall prescribe, at least 3 business days before the quotation is published or submitted, the information regarding the security and the issuer which such broker or dealer is required to maintain pursuant to said paragraph (a)(5) of this section.
(2) For any security of an issuer included in paragraph (a)(3) of this section,
(i) A broker-dealer shall be in compliance with the requirement to obtain current reports filed by the issuer if the broker-dealer obtains all current reports filed with the Commission by the issuer as of a date up to five business days in advance of the earlier of the date of submission of the quotation to the quotation medium and the date of submission of the information in paragraph (a) of this section pursuant to the applicable rule of the Financial Industry Regulatory Authority, Inc. or its successor organization; and
(ii) A broker-dealer shall be in compliance with the requirement to obtain the annual, quarterly, and current reports filed by the issuer, if the broker-dealer has made arrangements to receive all such reports when filed by the issuer and it has regularly received reports from the issuer on a timely basis, unless the broker-dealer has a reasonable basis under the circumstances for believing that the issuer has failed to file a required report or has filed a report but has not sent it to the broker-dealer.
(e) For purposes of this section:
(1)Quotation medium shall mean any “interdealer quotation system” or any publication or electronic communications network or other device which is used by brokers or dealers to make known to others their interest in transactions in any security, including offers to buy or sell at a stated price or otherwise, or invitations of offers to buy or sell.
(2)Interdealer quotation system shall mean any system of general circulation to brokers or dealers which regularly disseminates quotations of identified brokers or dealers.
(3) Except as otherwise specified in this rule, quotation shall mean any bid or offer at a specified price with respect to a security, or any indication of interest by a broker or dealer in receiving bids or offers from others for a security, or any indication by a broker or dealer that he wishes to advertise his general interest in buying or selling a particular security.
(4)Issuer, in the case of quotations for American Depositary Receipts, shall mean the issuer of the deposited shares represented by such American Depositary Receipts.
(f) The provisions of this section shall not apply to:
(1) The publication or submission of a quotation respecting a security admitted to trading on a national securities exchange and which is traded on such an exchange on the same day as, or on the business day next preceding, the day the quotation is published or submitted.
(2) The publication or submission by a broker or dealer, solely on behalf of a customer (other than a person acting as or for a dealer), of a quotation that represents the customer's indication of interest and does not involve the solicitation of the customer's interest; Provided, however, That this paragraph (f)(2) shall not apply to a quotation consisting of both a bid and an offer, each of which is at a specified price, unless the quotation medium specifically identifies the quotation as representing such an unsolicited customer interest.
(3)
(i) The publication or submission, in an interdealer quotation system that specifically identifies as such unsolicited customer indications of interest of the kind described in paragraph (f)(2) of this section, of a quotation respecting a security which has been the subject of quotations (exclusive of any identified customer interests) in such a system on each of at least 12 days within the previous 30 calendar days, with no more than 4 business days in succession without a quotation; or
(ii) The publication or submission, in an interdealer quotation system that does not so identify any such unsolicited customer indications of interest, of a quotation respecting a security which has been the subject of both bid and ask quotations in an interdealer quotation system at specified prices on each of at least 12 days within the previous 30 calendar days, with no more than 4 business days in succession without such a two-way quotation;
(iii) A dealer acting in the capacity of market maker, as defined in section 3(a)(38) of the Act, that has published or submitted a quotation respecting a security in an interdealer quotation system and such quotation has qualified for an exception provided in this paragraph (f)(3), may continue to publish or submit quotations for such security in the interdealer quotation system without compliance with this section unless and until such dealer ceases to submit or publish a quotation or ceases to act in the capacity of market maker respecting such security.
(4) The publication or submission of a quotation respecting a municipal security.
(5) The publication or submission of a quotation respecting a Nasdaq security (as defined in § 242.600 of this chapter), and such security's listing is not suspended, terminated, or prohibited.
(g) The requirement in paragraph (a)(5) of this section that the information with respect to the issuer be “reasonably current” will be presumed to be satisfied, unless the broker or dealer has information to the contrary, if:
(1) The balance sheet is as of a date less than 16 months before the publication or submission of the quotation, the statements of profit and loss and retained earnings are for the 12 months preceding the date of such balance sheet, and if such balance sheet is not as of a date less than 6 months before the publication or submission of the quotation, it shall be accompanied by additional statements of profit and loss and retained earnings for the period from the date of such balance sheet to a date less than 6 months before the publication or submission of the quotation.
(2) Other information regarding the issuer specified in paragraph (a)(5) of this section is as of a date within 12 months prior to the publication or submission of the quotation.
(h) This section shall not prohibit any publication or submission of any quotation if the Commission, upon written request or upon its own motion, exempts such quotation either unconditionally or on specified terms and conditions, as not constituting a fraudulent, manipulative or deceptive practice comprehended within the purpose of this section.
[ 36 FR 18641, Sept. 18, 1971, as amended at 41 FR 22826, June 7, 1976; 49 FR 45123, Nov. 15, 1984; 56 FR 19156, Apr. 25, 1991; 70 FR 37618, June 29, 2005; 73 FR 52768, Sept. 10, 2008; 80 FR 21923, Apr. 20, 2015]
This circus gets me dizzy.......
Wait until you see this circus coming to town. It will end like the curtain is coming down on “The Greatest Show on Earth. ... Ringling Bros. circus closing after 146 years.
what's next? Sure wish something would pan our for real. This circus gets me dizzy.......
STAY TUNED. Won't be pretty..BTW, it has nothing to do with AWAW. It's a spinoff of another vehicle. HANG TIGHT
a leopard never changes its spots and that's a fact. right JC? same ole BS. F^^KING everyone once again who helped you. this time it will back fire
JK going public with a host of new characters. You would of thought he would of learned from the last deal he did. BVAP. Wonder how they're getting paid. hmmmmmmmmmmmm
NEW JK DEAL GOING PUBLIC AND IT'S FULL OF HOLES. STAY TUNED
heard your buddy is going public again, stay tuned
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=132824206
get your popcorn ready, this one is going to be one to write home about
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=132824206
got the goods on everyone involved
round 2 coming up. they are going public with another deal. will fill you all in soon
The holder is entitled to convert any amount of the principal and accrued interest of then outstanding into shares of the Company’s common stock at a price for each share of common stock equal to 70% of the lowest daily volume weighted average price (VWAP) of the common stock for the fifteen (15) prior trading days. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 60% instead of 70% while that “Chill” is in effect.
LOOK AT ALL THOSE 0004c and LOWER NOTES LOL0L...SEC AND FINRA WOULD HAVE A FIELD DAY HERE
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=132822902
NOTE 15 – SUBSEQUENT EVENTS
Common Stock Issuances
On April 3, 2017, the Company issued 19,252,740 common shares of stock at $0.0012 per share, to a noteholder, Union Capital, LLC, in accordance with a conversion notice, retiring $16,500 of principal and $6,603 of interest for the note dated May 28, 2015, having an original face value of $104,000.
On April 6, 2017, the Company issued 50,000,000 common shares of stock to a noteholder at $0.00035 per share, Group 10 Holdings LLC, in accordance with a conversion notice, retiring $17,500 of principal for the note dated July 14, 2015, having an original face value of $96,000.
On May 2, 2017, the Company issued 22,517,229 common shares of stock at $0.00104 per share, to a noteholder, Union Capital, LLC, in accordance with a conversion notice, retiring $16,500 of principal and $6,918 of interest for the note dated May 28, 2015, having an original face value of $104,000.
On May 19, 2017, the Company issued 22,946,735 common shares of stock at $0.00072 per share, to a noteholder, Union Capital, LLC, in accordance with a conversion notice, retiring $11,550 of principal and $4,972 of interest for the note dated May 28, 2015, having an original face value of $104,000.
On June 14, 2017, the Company issued 14,914,212 common shares of stock at $0.00064 per share, to a noteholder, Union Capital, LLC, in accordance with a conversion notice, retiring $6,600 of principal and $2,945 of interest for the note dated May 28, 2015, having an original face value of $104,000.
On June 15, 2017, the Company issued 50,000,000 common shares of stock to a noteholder at $0.0004 per share, Group 10 Holdings LLC, in accordance with a conversion notice, retiring $20,000 of principal for the note dated July 14, 2015, having an original face value of $96,000.
On June 15, 2017, Seth Shaw, Chief Executive Officer made a personal investment into the Company of $95,000. This investment is structured as an equity private placement of 76,000,000 at $0.00125. The Company will utilize this infusion of working capital for general and administrative purposes.
On June 16, 2017, the Company issued 29,869,110 common shares of stock at $0.00064 per share, to a noteholder, Union Capital, LLC, in accordance with a conversion notice, retiring $13,200 of principal and $5,916 of interest for the note dated May 28, 2015, having an original face value of $104,000.
On June 21, 2017, Seth Shaw, Chief Executive Officer made a personal investment into the Company of $55,000. This investment is structured as an equity private placement of 44,000,000 at $0.00125. The Company will utilize this infusion of working capital for general and administrative purposes.
On June 21, 2017, the Company issued 53,461,538 common shares of stock at $0.00052 per share to a noteholder, Adar Bays LLC, in accordance with a conversion notice, retiring $27,800 of principal for the note dated December 19, 2016, having a face value of $60,950.
On June 29, 2017, the Company issued 75,000,000 common shares of stock to a noteholder at $0.0004 per share, Group 10 Holdings LLC, in accordance with a conversion notice, retiring $30,000 of principal for the note dated July 14, 2015, having an original face value of $96,000.
Convertible Notes
On April 3, 2017, a noteholder, Group 10 Holdings LLC transferred, to the Company, cash in the amount of $35,000 to fund a 12%, $40,000 convertible debenture with OID in the amount of $5,000 dated March 31, 2017 (see Note 8).
May 2, 2017, GS Capital Partners, LLC funded a one year 8% $45,000 convertible note (the “GS Note”) dated On April 27, 2017. The GS Note has a maturity date of April 27, 2018. This note has a default interest rate of 24%. If the GS Note is not paid at maturity, the outstanding principal due under the GS Note shall increase by 10%.
The holder is entitled to convert any amount of the principal and accrued interest of then outstanding into shares of the Company’s common stock at a price for each share of common stock equal to 70% of the lowest daily volume weighted average price (VWAP) of the common stock for the fifteen (15) prior trading days. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 60% instead of 70% while that “Chill” is in effect.
iquidity and Capital Resources
General. At March 31, 2017, we had cash and cash equivalents of $18 compared to the prior year of $0. We have historically met our cash needs through a combination of proceeds from private placements of our securities, loans and convertible notes. Our cash requirements are generally for selling, general and administrative activities. We believe that our cash balance is not sufficient to finance our cash requirements for expected operational activities, capital improvements, and partial repayment of debt through the next 12 months.
this is why SETH borrowed the $$$$$$$$$$$ to invest in this SHELL that made it seem that it was his money.. This whole play is one big joke. I was told a lot of things today. Oh boy . wtg SETH
Under terms of the License Agreement, the Company will market Ice + Jam’s proprietary Cupuacu Butter lip balm, sold under the trademark HERMAN and the two companies will evenly share (“50% / 50%”) any profits through the Company’s marketing, sales, and distribution efforts. The Company will pay the production costs for all product it sells to retail customers or distributors. The Company paid a one-time upfront non-refundable license fee of $9,810 in cash and agreed to an additional payment of common shares of Company stock. The Company agreed to issue 5,000,000 common shares which had a value of $27,500, based on the closing price of the stock on the day the Company entered into the agreement ($0.005 per share). The cost of the shares will be prorated over the life of the license. The Company further paid $2,190 as a prepaid deposit on future inventory for the purchase of 1,500 units at unit cost of $1.46. As of March 31, 2017, none of the units have been completed therefore the Company has recorded the payment as a prepaid asset.
lolollooooooooooooooooooooooooolllllllllllllllll
the canadian road trip lawsuit
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If there were a jury and the jury heard all about the puppets and the letter to Judge Robin and the complaint to the NJ Board of Accountancy, or is it three letters or more?, and the demands for loss of licenses, made by a person without standing in the case, and the absurd current demands for direct damages, Meyler and Cowan would become sympathetic characters.
SETH concocted this whole BS lawsuit on a drive to Canada with a certain person sitting next to him. All BS. i got told the whole story. reaching for straws here.
what would finra and the sec say about all this after they dug through all the conv't notes, bs press releases, subpoenaed trading records etc etc etc etc. what a scam in my opinion. who was the certain person you were sitting next to seth? i know who.
WHAT A SCAM
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DISGUSTING. The judge should lock em all up for pump and dump