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.
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.
Thanks for the reply. That would make sense.
Just wonder why they would update the registration on July 21 as that link seemed to imply (unless that's when the site updated their blurb on JB&ZJMY Tech Group company).
JB&ZJMY Technology Group Holding updated registration on 7/21/2017.
https://www.bizapedia.com/nv/jbzjmy-technology-group-holding-inc.html
I do not see anything new here, just the registration must have been updated.
http://www.nvsos.gov/SOSEntitySearch/CorpDetails.aspx?lx8nvq=Q1n7TXpdWAOEA8b%252bgfSZyg%253d%253d
My thoughts are JB&ZJMY Technology Group Holding was formed as a Private company in November 2016 in NV and is the actual entity that was reversed merged into DOLV. I mean, why form this company (Nov 30, 2016) a few days prior to when(Dec 2, 2016) Wang acquired the preferred shares of DOLV?
ZJMY could have been reversed merged directly from China, but I think Wang formed the US entity to avoid being doubly taxed which applies when a foreign company reverse merges into a domestic US shell company. There are probably other reasons too.
Why did Wang need to reverse merge his NV registered company into DOLV? Why not just roll with that registered company?
In short, to become public.
I believe JB&ZJMY Technology Group Holding is registered as a private entity. I never saw their ticker or public shares for sale. They became public by reverse merging into DOLV.
Since they are listed as a "Holding" company, I believe ZJMY, WuHu and others were included in JB&ZJMY Technology Group Holding company when it was registered in NV.
I believe the above mentioned NV based company Reverse Merged into the WY based public company, Dolat Ventures, which subsequently changed its name to JB&ZMJY Company and later on July 14, 2017 to JB&ZJMY Holding Company.
We will see our new board of directors will match those listed in NV once the WY information is updated (probably in an articles of amendment or filing).
All IMO.
Thanks for disputing misinformation. It can further be verified by looking at the Issuance History (page 5) and the Beneficial Owner table (page 9) from first quarter report showing Anying Huang owning 78 million shares or 10% of the OS. The shares were acquired on March 8, 2017.
Good things come to those who wait. Not likely all our brokers and the Depository Trust Company would implicate themselves in a scam. Doesn't seem good for business.
Ignore the noise. We know the DD. I'll lean toward months of DD on DOLV and its subsidiary JBZJMY. We are current on OTCmarkets. We have our first Quarter filing of 2017. We have name changes on WY SOS.
More information coming down the pipeline soon: 2nd Quarter filing, official Finra posted name and ticker change, company news...
Please provide a link to support your statement. Wild accusations will not fly on this board.
Dozens of longs have verified with their brokers that once the DOLV ticker change occurs it will be a 1:1 transfer. DOLV shares will be transferred out and the new shares of our new ticker (maybe JBMY) will replace them at a one for one ratio. That is how my broker explained the process. Their system (Scottrade's) which is updated by the Depository Trust Company (DTC), showed the 1:1 ratio and the new name as JB&ZJMY Holding Company.
Call your broker and ask about the pending name and ticker change details.
1:1 means no reverse split.
Name and Ticker Change DD, Finra forms revisited:
See my Finra post with the 2nd Form (Issuer Company Related Action Notification) I screen shot. The second form is Required if a company wants to change its name and ticker.
FACT is JB&ZJMY filled out this form with the corporate actions or no name and ticker change will happen.
My Finra Form post and 60 day comments.
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=133200601
Some think the name and ticker change may be July 24 given the 10 day notice a company has to give Finra for corporate actions. I believe that is a bit optimistic.
When will name and ticker change occur?
My first guess (see my reasoning by seeing another company's merger/name change process near bottom of this post) is 7/31/2017.
My second guess would be 8/8/17(8).
I've been wondering if the company first sent the Issuer Company Related Action Notification form 10 days prior to April 6 PR, since a reverse merger is a corporate action, and/or they sent it 10 days prior to the May 8 WY SOS name change (if the May 8 file date is the effective date for the name change). Following this logic, the Finra form may have been corrected to include "Holding" in the company name and submitted to Finra on July 4, 2017, 10 days prior to July 14 name change (if that is the effective date).
https://wyobiz.wy.gov/business/FilingDetails.aspx?eFNum=217161243108068011203050228075228024036162237117
The April PR seems to indicate the form had already been completed before April 6. IMO, Finra requested additional information in the form of a more detailed audit (security times article reference) and in the form of a corporate action name change on 7/14/17 to make the correction "Holding" to JB&ZJMY Company.
http://www.otcmarkets.com/stock/DOLV/news/Dolat-Ventures-acquired-by-China-Based-Battery-Manufacturer?id=155356&b=y
"Subject to FINRA approval the Company will reflect the new business combination by changing its name to JB&ZJMY Holding Company, Inc. and seeking a new symbol."
What documents are required for a Company to change its name?
The company needs to complete the Issuer Company-Related Action Notification Form and submit to FINRA no later than 10 calendar days prior to the record date of the corporate action. Submissions can be set via email or fax to (202) 689-3533. Failure by an OTC Equity issuer to provide the requisite notice may constitute fraud under Section 10 of the Securities Exchange Act of 1934.
4. Are there any reasons when an OTC Voluntary Symbol Change will not be granted? Or are there any time restrictions when requesting an OTC Voluntary Symbol Change request?
Yes, FINRA will not process a voluntary symbol request if the issuer has either an announced corporate action or a symbol change within the past 60 days.
Submitting Notice of Company-Related Actions
An issuer or other duly authorized representative that is obligated to notify FINRA of a Company-Related Action must:
1. Complete, sign and submit the Company-Related Action Notification Form to FINRA Operations at least ten (10) days prior to the record date or effective date (as applicable) involved for the Company-Related Action. The form is available on FINRA's website at www.finra.org/upc/forms.
Who reads Dolat Ventures PRs (news) and company profile on otcmarkets anyway? (sarcasm*), not to mention the 1st Quarterly report for 2017, the WY SOS company name changes, broker DOLV business descriptions ect... It's easier just to make up your own reality. DD sounds like work. I don't want to take the time to put the DD puzzle together(sarcasm*). I mean, my word, there're thousands of pieces to this puzzle.
https://www.otcmarkets.com/financialReportViewer?symbol=DOLV&id=175678
Products:
The Company is based in China and holds a number of Chinese patents pertaining to long lasting batteries ideal for use in electric automobiles. The Chinese electric vehicle market - according to Bloomberg – became the world’s largest in 2015 with 507,000 cars sold, and is expected to reach 2 million vehicles by 2020. The Chinese government has provided subsidies to help car makers achieve large scale production of electric vehicles, and has encouraged taxi fleets and government agencies to use electric automobiles.
The company has developed a small, low-cost, fully automatic, multi-function rechargeable car power plant recharge system. It is a new type of nickel-manganese multi-phase lithium-ion battery: a new material system, a new process, the new battery structure, the energy density per kilogram to 180W, 50% higher than the same specifications lithium iron phosphate battery. JB has also developed a prototype SUV electric vehicle (“EV”) that is able to go up to 600 km (373 miles) on a single charge and is called the “Millet Ming Yang V3”
...
NOTE 8 – ACQUISITION OF JB & ZJMY COMPANY
On 12/2/16 Dolat issued 300,000 preferred shares to Mr. Wang DeQun to merge with JB & ZJMY(CHINA)
DOLV Dolat Ventures Inc vs. Peers
No Peers data currently available for DOLV
Company Background
Dolat Ventures, Inc. is engaged in manufacturing batteries for electric automobiles. The Company developed automatic, multi-function rechargeable car power plant recharge system, which is a nickel-manganese, multi-phase, lithium-ion battery. The Company's battery offers an energy density of 180 watt (W) per kilogram. Through its subsidiary, JB & ZJMY Co., Ltd the Company developed a sport utility vehicle (SUV), which is an electric vehicle (EV) that can cover a distance up to 600 kilometers (373 miles) on a single charge and is called Millet Ming Yang V3.
Sweet! The loyal longs trusted that you there at your word. Thanks for assuaging the rest of the bunch with Pics.
Timing is Key
Nice. You should write our company PR.....someone needs to.
We have also partnered with Cowin/Chery to manufacture our ZJMY Kay Wing V3 7-seat all-electric SUV which will go into mass production next month when we are listed on the government EV subsidy directory. V3's are currently being manufactured on Cowin/Chery's lines and are in inventory.
Finra Forms and information on Corporate Changes
Here are my thoughts on the Corporate Change and 60 day timeline.
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=133076303
https://www.finra.org/industry/faq-upc-corporate-actions-faq
What documents are required for a Company to change its name?
The company needs to complete the Issuer Company-Related Action Notification Form and submit to FINRA no later than 10 calendar days prior to the record date of the corporate action. Submissions can be set via email or fax to (202) 689-3533. Failure by an OTC Equity issuer to provide the requisite notice may constitute fraud under Section 10 of the Securities Exchange Act of 1934.
4. Are there any reasons when an OTC Voluntary Symbol Change will not be granted? Or are there any time restrictions when requesting an OTC Voluntary Symbol Change request?
Yes, FINRA will not process a voluntary symbol request if the issuer has either an announced corporate action or a symbol change within the past 60 days.
Submitting Notice of Company-Related Actions
An issuer or other duly authorized representative that is obligated to notify FINRA of a Company-Related Action must:
1. Complete, sign and submit the Company-Related Action Notification Form to FINRA Operations at least ten (10) days prior to the record date or effective date (as applicable) involved for the Company-Related Action. The form is available on FINRA's website at www.finra.org/upc/forms.
2. Ensure that the issuer's duly authorized transfer agent signs and submits a completed Transfer Agent Verification Form to FINRA Operations simultaneously.
3. Attach supporting documentation (e.g., copy of board resolutions authorizing the Company-Related Action, amendment to the charter of incorporation) as required by the Company-Related Action Notification Form.
4. Pay all applicable fees, including late fees, in the manner prescribed on the Company-Related Action Notification Form.
5. Submit the above package either electronically or via overnight mail to FINRA Operations at the addresses specified on the applicable Form.
FINRA Operations will assign a unique, identifying number to each request to process documentation for a Company-Related Action. Issuers or their duly authorized representatives must include the number on all future submissions, notices and correspondence from them to FINRA Operations relating to the action.
Applicable Fees
Rule 6490 requires issuers to pay the following fees to FINRA:
SEA RULE 10b-17 ACTION FEE
Timely SEA Rule 10b-17 Notification $200
Late SEA Rule 10b-17 Notification (Notice submitted at least 5 calendar days prior to corporate action date) $1,000
Late SEA Rule 10b-17 Notification (Notice submitted at least 1 calendar day prior to corporate action date) $2,000
Late SEA Rule 10b-17 Notification (Notice submitted on or after corporate action date) $5,000
OTHER COMPANY-RELATED ACTION FEE
Voluntary Symbol Request Change $500
Initial Symbol Set Up No Charge
Symbol Deletion No Charge
APPEALS FEE
Action Determination Appeal Fee $4,000
FINRA Operations Determination
Once an issuer or its duly authorized representative submits a Company-Related Action Notification Form, FINRA Operations will review the submission and may request additional information or documentation as may be necessary to verify the accuracy of the information. If the party that submits the form does not sufficiently respond within 90 calendar days of the date FINRA Operations requests additional information or documentation, the request will be deemed "lapsed" and will be closed.
During the course of the review, if FINRA Operations believes that one of five explicitly enumerated factors outlined in Rule 6490 may be triggered, it generally will conduct an in-depth review of the Company-Related Action and may seek additional information or documentation from the issuer or duly authorized representative as outlined above. Where a Company-Related Action is deemed deficient, FINRA Operations may determine that it is necessary for the protection of investors, the public interest and to maintain fair and orderly markets, that documentation related to a Company-Related Action will not be processed. Factors that may be considered by the FINRA Operations in finding a request to process documentation related to a Company-Related Action deficient are explicitly limited to the following:
1. FINRA staff reasonably believes the forms and all supporting documentation, in whole or in part, may not be complete, accurate or with proper authority;
2. the issuer is not current in its reporting obligations, if applicable, to the SEC or other regulatory authority;
3. FINRA has actual knowledge that parties related to the Company-Related Action are the subject of pending, adjudicated or settled regulatory action or investigation by a regulatory body, or civil or criminal action related to fraud or securities laws violations4;
4. a government authority or regulator has provided information to FINRA, or FINRA has actual knowledge, indicating that persons related to the Company-Related Action may be potentially involved in fraudulent activities related to the securities market and/or pose a threat to public investors; and/or
5. there is significant uncertainty in the settlement and clearance process for the security.
Looks like Chery is taking Chery Cowin (Kay Wing) back under their wing (pun intended).
Kay Wing is an arm of Chery Holdings, founded in March 2014 as Wuhu Kay Wing Automobile Co., Ltd. It relies on Chery OEM. Kay Wing uses Chery's production platform. Kay Wing just calls the vehicles different names. According to the article, now Wuhu Kay Wing Auto (Kay Wing) will be coming back under Chery's direct control.
The article says the reasons for the return of Kay Wing to Chery "is not clear". I think it is abundantly clear to us. Chery put a lot of investment into the Kay Wing division and their sales are dipping. IMO, Chery is going try to revamp the slumping sales on the Kay Wing line by the partnership/OEM agreement with JB&ZJMY. JB&ZJMY will be(are currently) using Chery as an OEM to provide the V3 bodies and chassis (shells) and probably provide other shells too like the X3 or C3 in the future. Floridany has mentioned Chery will produce buses for JB&ZJMY as well.
I Visited ZJMY and Met President HAN Zhiming
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=133028011
High speed SUV: ZJMY has a contract in place with Chery to produce the V3 SUV by Chery. It is already in production and will be released into the market in August. The Department of Industry and Information published listing of new EV brands every month since January 2017. ZJMY expects getting their listing early August, could be the first Friday of August. The company can sell the SUV now but will not get government subsidies without the listing.
This EV is for the taxi market and mass market as well.
...
Electric buses: This is related to the bus exterior design jobs we found. ZJMY has confirmed that they have contract with Chery in Guiyang, Guilin to produce unknown amount of electric buses. The company will release the details soon.
"Kay wing car and Chery with the platform, just for a shell only, and the price is not much cheaper, why buy it?" A Chery owners told reporters.
By "crowdsourcing" repairer "return" Chery future is uncertain
2017-07-21 07:41:02 Source: China Economic Net Author: Wang Yueyue I want to share
Online consultation:
By the "Internet +" east wind, Kay Wing car sang the concept of "crowds"; but in essence, it failed to break away from the Chery system, nor did it come up with real, sincere products, which Perhaps destined for its current outcome. Although the "crowdsourcing" concept of marketing means to get the user's attention, but in the fierce market environment, it is difficult to go it alone, let it return to Chery, to achieve "Baotuan" development, the chance to survive more Big.
China's economic network car channel today launched the "car rookie sand soldier" series reported the second: see "a Chery" strategy, after the return of the Kay wing car, whether there is the future, too much change worth looking forward to.
With the "Internet +" hot spots of low tide, fantasy "corner overtaking" of the new brand then encounter marginalized, or even out of the crisis. Recently, according to the media broke the news that by virtue of "public package car" model and "popular" Kay wing car, has been incorporated Chery Automobile. As early as the end of last year, Kai-wing car general manager Zheng Zhaorui resignation message was confirmed, there are media reports said, "Kay wing may return to Chery."
Now, the news has been confirmed, a Chery car insiders told the China Economic Net reporter said, "Kai wing return to Chery has six months time." However, for the reasons for the return of the Kay and the return of the development and other issues, the source said, "is not clear."
Behind the back, is the embarrassment of a prolonged slump in sales. three years ago, Kay wing car from Jiangbei project started, the "asset light" model started, embarked on a path toward the Internet thinking, "crowdsourcing repairer" of the road. In April 2013, Chery "Jiangbei project" was established, Chery Holdings to provide 2 billion project start-up capital, and from Chery Automobile mobilized nearly 200 employees began to work; but this project has been criticized by the industry as "Chery stripping The product of bad assets ". January 2014, Wuhu Kay Wing Automobile Co., Ltd. incorporated, with "smart Internet" and "public package car" two concepts into the market.
In accordance with the interpretation of Kai Yi car, "public package car repair" project is a universal repairer. It can gather through the wisdom of the public, to collect more people's views, to convene more talents, to create user demand-oriented automotive products. It is understood that the beginning of 2015, Kai-wing car start the package construction projects; in July that year, released crowdsourcing platform, allowing users to participate in the car through the platform appearance, interior and other aspects of the design; June 2016, the first Production models - Kay Wing X3 officially listed.
Despite the "Internet +" new ideas, but the Kay Wing car market performance is not as much as they wish. Data show that in 2015, Kay wing car sales of 24,000; 2016, sales of 43,000, failed to reach 62,000 sales target; 2017 years ago 5 months, Kay Wing car sales performance of 2.46 Million, compared to 82,000 sales target throughout the year, the completion rate is only one-third.
Among them, as the Kay wing brand's absolute main and "crowdsourcing" concept of sales to play, Kay Wing X3 performance is difficult to succeed. Data show that in the first five months of this year the cumulative sales of 16,400 in 2016, to achieve sales of 25,000, the average monthly sales of less than 4,000. In contrast, the same name of "Internet repairer" banner, almost at the same time with the Kay Wing X3 listed Roewe RX5, in just one year, the cumulative sales of 200,000.
In the industry view, Chery side for the Kay wing car market performance is not satisfied. Analysis, although the "crowdsourcing" concept of marketing means to get the user's attention, but in the fierce market environment, it is difficult to go it alone, let it return to Chery, to achieve "Baotuan" development, survive The greater the chance.
The journey will be unknown, the future will be unknown
by the "Internet +" Dongfeng, Kai-wing car sang the "crowds" concept; but in essence, its failure to divest from the Chery system, nor did it come up with real Of the sincerity of the product, which may be destined for its current outcome.
From the staff point of view, Kay wing basically follow the Chery team. It is understood that, in addition to Zheng Zhaorui, the Kay wing was nearly 200 employees from the original Chery Automobile Cowulus Division's Cowin R & D Second Hospital, Cowin sales company, including some of Chery's financial and quality assurance personnel.
In addition, there is no new product of the Kay wing also borrowed some of Chery's technology platform. Among them, in 2014 listed the first product - Kay wing C3, is the original flag cloud division code for the S31, S32 models developed by Chery OEM production; Kay wing X3 and Chery tiger 3 the same platform; V3 is from the mine under the MPV models Kai Rui K50. "Kay wing car and Chery with the platform, just for a shell only, and the price is not much cheaper, why buy it?" A Chery owners told reporters.
Kay Wing X3 and Chery Tiggo 3 [are] the same platform
Today, Kay wing car return to Chery. Many industry insiders question, since the two brands use the same platform, then, the resulting product homogenization of the problem will not spread the consumer awareness of the two? In addition, 2013 "front line contraction" will be staged again?
In 2009, has been for 10 consecutive years sit tight in the top spot of its own brand Chery Automobile, opened a multi-brand strategy to build the Chery, Rui Qi, Wei Lin and Kai Rui four sub-brands; but the fact that do not have to operate a number of brands Strength, too many brands and complex product line share the Chery Automobile's energy, resulting in the loss of sales leading position, the amount of loss is increasing year by year. In order to reverse the dilemma, Chery Automobile from 2013 onwards "return to a Chery", the strategic transformation, from 20 balance models to 11-12 models, Ruiqi, Wei Lin two brands have been "frozen."
Now, Kay Wing was incorporated, Chery Automobile's brand will increase to four (including Kay wing, Chery, view of the cause, Chery Jaguar Land Rover). Although Chery has repeatedly stressed that "this is only in the Chery this big system, the internal integration of resources; Kai-wing is still an independent brand, still maintained independence." However, in the "a Chery" strategy, Chery Automobile may not Repeat the "multi-brand" strategy of the same mistakes; then, Kay wing car's future is very worthy of our expectations. (China Economic Net reporter Wang Yueyue)
I stray away from calling daily pps. IMO. The board DD, news articles and the like are not the significant driving forces behind the PPS.
They may influence it a few cents either way, but ultimately it will be the ticker change and company released fins and news that send us soaring.
When we see the sales and revenues, then the real pps valuation of JB&ZJMY can and will be determined and the stock price, like water, will eventually settle at or near that level. I believe it will be a very high level.
Thanks for the reply.
That's why the longs here are anxiously waiting Finra to publish the name and ticker change to the daily list, since we (generally) believe,IOO (in our opinion), that financials and news will start to flow from the actual company (JB&ZJMY Holding Company) once they are no longer identified as Dolat Ventures. Counter productive and probably confusing to investors to highlight the dissolved shell company with PRs and Financials from JB&ZJMY.
We know the DOLV shell will break open and give birth to the reversed merged company, JB&ZJMY, as stated in our April PR.
The Great Bambino (Wang Dequn)...Babe Ruth (Wang Jinlai)...YOU MEAN THAT IS THE SAME GUY?!!!
The Security Times reporter was right on that assertion.
Excellent work Shark and Mako. Thanks for posting.
I understand that. I was referring to the first name change in early May. That first amendment for name change on the articles of incorporation was filed on May 8, 2017 as JB&ZJMY Company. Again see Name Change history on WY SOS.
Please answer my question: Why did the DTC have JB&ZJMY Holding Company in their system in early May when the new Name Change did not happen on the WY SOS until 7/14/17???
There have been 2 name changes now. I believe the company made a mistake on the original articles of amendment for name change in early May and Finra noted that issue. I believe Finra required the second name change by the WY SOS so that it would match the form that was submitted to Finra probably in early May imo.
I am not sure if that would require an additional 60 days since a name change is considered a corporate change. Where it is a correction and they have already waited the 60 days, they may not have to wait again imo. Does Finra tack on an additional 60 days to a company's wait time if they reject a name for any reason (like say it was too similar to a well known name already). I doubt Finra restarts the 60-day clock each time they reject a company name or it has other issues. IMO, Finra was notified of the corporate change the first go around in early May and that is why the DTC and therefore, the brokers had it in their systems.
Call your broker and see if a name and ticker change is pending. It is the simplest way to get a solution.
I believe the TA sent Finra the correct name the first go around. Finra probably required that WY make the correction to move forward on the ticker and name change, IMO.
Contact your broker and ask them if DOLV name and ticker will change. Scottrade has informed many on this board that the new name for Dolat Ventures will be JB&ZJMY Holding Company matching the Wyoming Name Change dated 7/14/2017. Posters have included screenshots of the online chats for verification.
WY SOS Name Change 7/14/17
https://wyobiz.wy.gov/business/FilingDetails.aspx?eFNum=217161243108068011203050228075228024036162237117
I'm not going to dig those up for you since it is easier to simply call your broker and ask or do an online chat. Not all brokers had this information, but a name and ticker change is coming.
People are missing a critical point.
IMO, it was submitted to Finra properly the first time around as JB&ZJMY Holding Company because that is the name that showed up in many brokers' systems from the Depository Trust Company (DTC). Who notifies the DTC? Finra? The Transfer Agent? Either way they had Holding included in the name when the DTC put it in their system.
Why would the DTC show the correct name JB&ZJMY Holding Company in their system months ago??? (May was when we called our brokers to verify name and ticker change)
That tells me the form had the correct name on it when it was sent to Finra.
Here's the finra form. Doesn't look too complicated.
https://www.finra.org/sites/default/files/TA%20Form%20Update%208%204%2014.pdf
The mistake IMO was on the WY SOS file. As such, I do not think that they would have to redo the Finra form if it was already done correctly the first time. IMO, Finra looked at the WY incorporated name and saw it was missing the "Holding" part and then told the company that it needed to be corrected on the WY SOS so Finra can proceed.
I am not sure if Finra will see it as a corporate change if JB&ZJMY had the correct name on the Finra form. It did have to change in WY, so we may have to wait another 60 days.
It was always a point lacking resolution for me not having "Holding" in the WY SOS Incorporated name. I think Finra saw it as an issue too. All IMO.
Name Change section on Finra form below. Note: they give an anticipated effective date for the corporate action.
Tesla and JM&ZJMY IPO/NASDAQ side by side comparison. Yes, I'm going there.
http://www.nasdaq.com/markets/ipos/company/tesla-inc-665410-63240
Base on Tesla's IPO at $17, our NASDAQ list price could be $5 plus pretty conservatively. Choi, I agree on your conservative run prediction.
Agree. They will not be down-playing their holdings. They want to maximize profits.
I don't think they will need to pump at all. The sales (like the thousands of low speed EV sales cited by Floridany) will speak for themselves.
Investment Banks will be competing to do the bought deal (underwriting) for the JB&ZJMY Holding Company listing to NASDAQ.
It is huge money for the investment banks. There is a bid process and the Investment Banks will be vying for JB&ZJMY's attention.
Quotes showing sense of urgency from Flo's stickied post (company wants to hit the market hard and fast):
To my surprise the company knows nothing about investorshub.com and what are posted on the site, and they do not pay attention to the performance of their stock on otc. I explained some of negative posts and they laughed and said don't worry the truth will be revealed and when they moved up to nasdaq all those negative comments will be silenced. I complained the company did not have any good communications with current shareholders in the US market and big price fluctuation during the otc period is not good for current shareholders and future performance when uplisted because the institutional investors pay attention to the share price history. They agreed. Mr. Han told me that they have so much progress in so many fronts. He will coordinate with JB to release the information as soon as possible.
Logistic trucks (delivery box trucks): The company is in advanced planning to work with a manufacturer to produce this type of vehicles. We have to wait for the details of progress and order quantities from the company in the near future
.
Electric buses: This is related to the bus exterior design jobs we found. ZJMY has confirmed that they have contract with Chery in Guiyang, Guilin to produce unknown amount of electric buses. The company will release the details soon.
ZJMY expressed their interest in registering a company in the US and have a show room for their products as the first step entering the US EV market. I thought this could be their long term objective. I'm surprised that this is already in their plan.
Looks like there are some challenges but Chinese banks could do a bought deal on JB&ZJMY for the listing to NASDAQ according to this article.
http://www.nasdaq.com/article/china-banks-miss-out-on-us-investment-banking-bonanza-20170426-00028
By Koh Gui Qing
NEW YORK, April 26 (Reuters) - As scores of investment
bankers profit from the fee bonanza offered by Chinese companies
hunting for deals in the United States, one group is
conspicuously absent - Chinese banks.
Despite their deep ties with Chinese firms, the country's
largest state-owned banks are missing out on the hundreds of
millions of dollars that Wall Street banks and their European
rivals earn advising Chinese companies on acquisitions and share
and debt sales.
What is holding the banks back is the way Beijing controls
the top lenders to manage the supply of credit to the Chinese
economy.
Industrial and Commercial Bank of China <601398.SS>
<1398.HK>, Bank of China <601988.SS> <3988.HK>, Agricultural
Bank of China <601288.SS> <1288.HK>, and China Construction Bank
<601939.SS> <0939.HK> all have China's sovereign wealth fund,
China Investment Corp (CIC) [CIC.UL], as the main shareholder.
U.S. rules require the controlling shareholder - or CIC in
this instance - to seek Federal Reserve clearance for investment
banking operations. This poses a big hurdle to Chinese banks as
they would need to coordinate their applications despite having
separate managements and strategies, said a banker with a
Chinese lender in New York. He declined to be named due to
sensitivity of the matter.
The setup means the four banks are only as strong as their
weakest link and two of them come with significant baggage,
having drawn Fed scrutiny over enforcement of anti-money
laundering laws.
The Federal Reserve declined to comment and the CIC and the
"big four" banks were not immediately available for comment.
"We've hit a bottleneck," said another banker at a Chinese
lender in New York. "As a commercial bank, we've done all we are
meant to do. Why don't we become an investment bank ourselves?"
Without changes that would allow Chinese banks to act
independently, or an agreement with the Fed to make an exception
for them, those keen to expand in the United States will be in a
limbo, that banker said.
Lending titans at home, the "big four" have invested in
boosting their profile in New York. Industrial and Commercial
Bank of China, for example, has an office in Trump Tower on
Fifth Avenue, while Bank of China occupies a new mid-town
Manhattan office tower it bought in 2014. They take deposits
from savers and businesses and provide trade financing and
foreign exchange trading services. Between December 2010 and
September 2016, their assets in the United States soared over
seven times to $126.5 billion, Fed data showed.
Beijing so far has given no indication it is ready to relax
its grip for the sake of overseas growth, even though some say
state divestiture is the ultimate solution.
"The leadership of China faces a choice. They control those
institutions for their domestic purposes and I think that limits
their ability to go international," said David Dollar, a senior
fellow in the John L. Thornton China Center at the Brookings
Institution.
"If those big banks really want to go international, I think
China has to privatise them," he said.
The stakes are high.
Last year, Chinese companies raised over $22 billion in U.S.
debt and stock markets, up 28 percent from 2010 and 12 percent
higher than in 2015. The value of mergers and acquisitions
involving Chinese firms soared to almost $27 billion last year
from a previous high of $3.6 billion reached in 2013. (Graphic:
tmsnrt.rs/2oyhl3r)
To get a slice of that investment banking business, any
foreign institution needs the Fed's recognition as a "financial
holding company" that is "well capitalised" and "well managed,"
according to the Fed's website.
"ALARMING" TRANSACTIONS
That poses a challenge for all four because the Fed took
enforcement action against China Construction Bank in 2015 and
Agricultural Bank of China last year for not doing enough to
fight money laundering, according to the Fed's website.
The central bank did not detail the banks' problems. But
when New York's financial regulator in November fined
Agricultural Bank of China $215 million for violating anti-money
laundering rules, it cited "alarming" transactions including
"unusually" large payments from Yemen to the southern Chinese
province of Zhejiang.
Public records showed the Fed has not raised similar
concerns about the Industrial and Commercial Bank of China and
Bank of China so far.
A person familiar with the Fed's thinking said the
regulators believed Chinese banks should focus on tightening
their procedures before expanding their U.S. businesses.
The person, who declined to be named due to the sensitivity
of the matter, said the Fed would never grant the "financial
holding company" status to any bank with unresolved regulatory
issues.
Chinese banks have argued, without success, against being
treated as one entity, the banker and the source familiar with
the Fed's thinking said.
Now, bankers in New York plan to analyse the costs and risks
of expanding into investment banking and present the findings to
their respective boards in China, the banker said.
If the banks' headquarters in Beijing find the business
worth pursuing they will conduct their own due diligence and
start consulting various Chinese regulators on ways to overcome
the regulatory hurdles, the banker said.
Despite the challenges, the "big four" clearly has
investment banking ambitions. All four have investment banking
arms in Hong Kong or mainland China that target Asian deals.
U.S. expansion would be the logical next step given that Chinese
companies will continue investing overseas in search of growth
opportunities and new technology, the banker said.
"Should Chinese banks continue to miss out on this
opportunity? That's the question we should ask," said the
banker.
Good question. By my reading the investment banks that orchestrate a bought deal (aka firm commitment underwriting) could be from China (still looking for something concrete). That would make it easier for them to sell shares in China as well.
FAQ on bought deals and block trades.
https://media2.mofo.com/documents/faqs-bought-deals-block-trades.pdf
Great Article explaining Investment Banking and selling securities.
http://thismatter.com/money/stocks/investment-banking.htm
JB&ZJMY should have no problem garnering the interest of a large investment bank to do a bought deal (aka firm commitment underwriting).
That way JB&ZJMY can be exempt from jumping through most of the hoops.
No one year waiting period on OTC.
No four years of audited Annual Reports needed.
No sustaining a minimum share price for specified amount of time in order to list.
In short, a bought deal eliminates the waiting game.
Reverse Merger rules for listing to NASDAQ.
The article below on Reverse Merger rules is worth a read. It is the most informative Reverse Merger article I have read. I'll emphasis the key points.
In order to forego the one year "seasoning period" on the OTC and uplist to Nasdaq the company needs a "firm commitment underwriting" or it needs 4 Annual Reports with audited financials.
Since we don't have 4 years of audited financials, JB&ZJMY will need a firm commitment underwriting from an investment bank in order to avoid the 1 year waiting period on the OTC (more on firm commitment underwriting below article).
My post containing the article:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=133022893
https://www.hg.org/article.asp?id=24160
SEC Moves Forward and Approves Tougher Listing Standards for Reverse Merger Companies
The rule making follows many months (even years) of SEC analysis of reverse merger companies and warnings to investors regarding what the SEC considers significant risk in investing in these entities, including a June 2011 SEC Investor Bulletin about investing in companies that enter U.S. securities markets through reverse mergers. Those risks include the company’s failure or struggle to remain viable following a reverse merger, fraud and other abuses, and, with respect to foreign companies in particular, the use of smaller U.S. auditing firms which are unable to identify non-compliance with the relevant accounting standards. The New Reverse Merger Rules look to curb some of those risks by giving investors a better opportunity to assess the reverse merger company prior to investing in it.
A reverse merger is a transaction in which a private company (either U.S. or foreign) is acquired by an existing public “shell company.” Via the merger, the private operating company is able to “go public” by merging into the public shell, giving the operating company stockholders equity in the shell company, and thereby providing theoretical access to funding in the U.S. capital markets (unlike public companies which have a deeper potential funding pool from their access to public investors, private companies generally have much more limited access from private forms of equity). Additional attractions of the reverse merger are that it is quicker and cheaper than a standard initial public offering, with lower legal and accounting fees and no registration required under the Securities Act of 1933. The shell company is a public reporting company with minimal or no operations, while the private company is an actual operating company. The private company shareholders typically exchange their private company shares for a majority of the shell company shares – enough to gain a controlling interest in the voting power and outstanding public shell company shares. In addition, generally, the board of directors and management of the public company are supplanted by that of the private operating company. Finally, the assets and business operations of the post-merger surviving public company are primarily, if not solely, those of the former private operating company.
Investors can find reverse merger companies listed on different exchanges and can buy and sell their shares, just like those of other operating companies. However, the SEC has been concerned about the inability of investors, auditors and regulators to obtain reliable information from reverse merger companies, particularly those based overseas. As a result of such concern, the SEC has taken a number of steps to better regulate reverse merger companies and to provide investors with less risk and more information when making an investment decision in a reverse merger company.
The New Reverse Merger Rules, in particular, work to increase the time investors have to analyze the reverse merger company, as well as the amount of company information and trading history available to an investor, prior to investing. The New Rules raise the standards the reverse merger company needs to satisfy before being eligible for listing on a U.S. exchange. Under the New Reverse Merger Rules, a post-reverse merger company will be prohibited from applying to list on NYSE, NYSE Amex or NASDAQ until:
The company has completed a one-year “seasoning period” by trading in the U.S. over-the-counter market or on another regulated U.S. or foreign exchange following the reverse merger, and filed all required reports with the SEC, including audited financial statements; and
The company maintains the requisite minimum share price for a sustained period, and for at least 30 of the 60 trading days, immediately prior to its listing application and the exchange’s decision to list.
However, if the post-reverse merger company is listing in connection with a substantial firm commitment underwritten public offering, or if the reverse merger was effected at a date where at least four annual reports with audited financial information have been filed with the SEC prior to its listing, then, in general, the reverse merger company would be exempt from these special requirements.
Clearly, the SEC is taking their concerns over reverse mergers seriously, particularly those companies with overseas operations. In the summer of 2010, the SEC launched an initiative to determine whether certain companies with foreign operations – including those that were the product of reverse mergers – were accurately reporting their financial results, and to assess the quality of the audits conducted of these companies. Since that time, the SEC and U.S. exchanges have suspended or halted trading in numerous companies based overseas citing a lack of current and accurate information about the firms and their finances, including companies that were formed by reverse mergers. In addition, this year, the SEC has revoked the securities registration of several reverse merger companies due to a failure to make required periodic filings which normally contain material information for investors, and there have been a number of enforcement actions involving reverse merger companies based on issues related to (i) the accuracy and completeness of information contained in public filings; (ii) failure to properly disclose auditor, legal counsel and director resignations; (iii) failure to disclose the lack of the required review of interim financial statements by an independent public accountant; (iv) questions regarding the size of operations and number of employees, material customer contracts, and the existence of two separate and materially different sets of corporate books and accounts; (v) failure to file certain periodic reports with the SEC.
The New Reverse Merger Rules should help the SEC, as well as investors and companies considering reverse merger transactions (or those which have already effected reverse merger transactions), to avoid the disclosure and filing issues that have resulted in the enforcement actions and de-registrations mentioned above. In addition, those companies looking to access the U.S. public markets via a reverse merger transaction should pay particular attention to the New Reverse Merger Rules and plan accordingly.
ABOUT THE AUTHOR: Craig Tzvi Gherman
Craig Tzvi Gherman is a member of the Corporate & Securities Practice Groups at Schwell Wimpfheimer & Associates. His clients range from individuals and start-ups to Fortune 500 public companies. His practice focuses on public and private company stock and asset based acquisitions and sales, mergers, tender offers, joint ventures and corporate governance/Sarbanes-Oxley compliance.
Firm commitment underwriting
Definition:
An underwriting in which an investment banking firm commits to buy and sell an entire issue of stock and assumes all financial responsibility for any unsold shares. Also known as bought deal.
A bought deal is one form of financial arrangement often associated with an Initial Public Offering. It occurs when an underwriter, such as an investment bank or a syndicate, purchases securities from an issuer before a preliminary prospectus is filed. The investment bank (or underwriter) acts as principal rather than agent and thus actually "goes long" in the security. The bank negotiates a price with the issuer (usually at a discount to the current market price, if applicable).
What is a 'Firm Commitment'
A firm commitment is a lending institution's promise to enter into a loan agreement with a specific entity within a certain period of time.
2. An underwriter's agreement to assume all inventory risk and purchase all securities directly from the issuer for sale to the public at the price specified.
BREAKING DOWN 'Firm Commitment'
1. The lender specifies the terms that that must be met in order for the loan to be processed. Also known as a "standby loan commitment".
2. In a firm commitment, underwriters act dealers and are responsible for any unsold inventory. The dealer profits from the spread between the purchase price and the public offering price. Also known as a "firm commitment underwriting".
Thanks times a million. It takes a selfless character to share research that has taken much of your time and resources. You could choose to be silent, make yourself rich and avoid the negative feedback ingrained in this board, but you choose a higher path.
Thanks again. The longs have continued to be on target.
-Low Speed EVs for sale with "multitudes of thousands sold"
-SUVs in mass production with August launch
-Chery and Long Star connections; they will provide the EV shells and chassis
-ZJMY will provide battery, electric motor and electric controls.
Electric buses: This is related to the bus exterior design jobs we found. ZJMY has confirmed that they have contract with Chery in Guiyang, Guilin to produce unknown amount of electric buses. The company will release the details soon.
I make a living by digging the truth and finding cures for sickness, I could be wrong in my understandings but I do not make up stories and spread falsehood.
I agree that was a dumb question at the time. Two different types of shares.
I just wish I had some preferred shares.
I have to make a correction to my post on it's all coming together.
From this article, my theory is incorrect. A company does NOT have to be a U.S. private company in order to reverse merge into a U.S. public shell company.
My question goes out to the board:
Why would JB&ZJMY Technology Group Holding incorporate (as a private company I assume) in Nevada at all, if the China based ZJMY could have merged directly into Dolat Ventures?
It's probably covered in Oravek's book.
My answer is this:
There has to be advantages to doing this. Maybe it is to avoid being double taxed. I believe I read something on avoiding being taxed doubly in reference to reverse mergers involving foreign companies.
I understand the Reverse Merger process of a private company going public through a publicly listed shell company.
https://www.hg.org/article.asp?id=24160
A reverse merger is a transaction in which a private company (either U.S. or foreign) is acquired by an existing public “shell company.” Via the merger, the private operating company is able to “go public” by merging into the public shell, giving the operating company stockholders equity in the shell company, and thereby providing theoretical access to funding in the U.S. capital markets (unlike public companies which have a deeper potential funding pool from their access to public investors, private companies generally have much more limited access from private forms of equity). Additional attractions of the reverse merger are that it is quicker and cheaper than a standard initial public offering, with lower legal and accounting fees and no registration required under the Securities Act of 1933. The shell company is a public reporting company with minimal or no operations, while the private company is an actual operating company. The private company shareholders typically exchange their private company shares for a majority of the shell company shares – enough to gain a controlling interest in the voting power and outstanding public shell company shares. In addition, generally, the board of directors and management of the public company are supplanted by that of the private operating company. Finally, the assets and business operations of the post-merger surviving public company are primarily, if not solely, those of the former private operating company.
Here is my earlier post on Wuhu. ZJMY (Wang Group) acquired them in Jan of 2017. That post contains a link to Wuhu's (pre ZJMY) business plan that talks about the battery swap stations and Chery as the original equipment manufacturer (OEM). Wuhu brought a lot to the table.
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=132836090
I believe the 1st quarterly report, showing the investing activities of about 1.8 million in patents and Intellectual Property may have been for some of Wuhu's property imo. ZJMY acquired Wuhu in the first quarter of 2017.
https://www.otcmarkets.com/stock/DOLV/filings
From July 11 Quarterly Report
INVESTING ACTIVITIES:
Acquisition of Patents and Intellectual Property (1,813,987) -
Net cash used by investing activities (1,813,987)
I believe they did merge several companies into JB&ZJMY Technology Group Holding on the Chinese side, but they had to incorporate Tech Group first in the US prior to merging into a US company, Dolat Ventures.
IMO, my following statement is the key to all this (if my theory is true):
A company has to be incorporated in the US in order to reverse merge into another US company.
llhabela had PM'd me on the the total share count greater than 2 billion issue if they were converted. Been trying to figure that one out.
I would think the most updated 7/14/17 WY SOS Name Change and Other Changes File would be correct stating the 250,000,000 Class E shares if they were converted.
Could those 54 million shares be factored in or out here to put us under 2 billion? Just a thought.
I'm interested in the $10 per preferred share statement found on page 3 of the 7/14/17 document. Preferred shares redeemable for $10/share beginning Jan 1, 2018.
Are they expecting the stock to be worth $10/share at that time????
https://wyobiz.wy.gov/business/FilingDetails.aspx?eFNum=217161243108068011203050228075228024036162237117
I just posted on the Technology Group discrepancy. It all makes perfect sense now. It's not a discrepancy at all.
See my reply to Bobdude.
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=133020632
Thanks BobDude. It's all coming together.
I forgot about your DD Dense (DDD) Post from 7/3/17. Thanks again for your DD compilations.
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=132701508
I'll rephrase to make sure my logic makes sense (correct me if I'm wrong):
A company has to be incorporated in the US in order to reverse merge into another US company.
JB&ZJMY Technology Group Holding incorporated in Nevada on 11/30/2016, to be able to Reverse Merge into the US company Dolat Ventures (DOLV), incorporated in Wyoming.
http://nvsos.gov/sosentitysearch/corpActions.aspx?lx8nvq=Q1n7TXpdWAOEA8b%252bgfSZyg%253d%253d&CorpName=JBZJMY+TECHNOLOGY+GROUP+HOLDING%2c+INC.
https://wyobiz.wy.gov/business/FilingDetails.aspx?eFNum=217161243108068011203050228075228024036162237117
Pursuant to the merger, the newly formed company, JB&ZJMY Company (Company name filed on WY SOS on 5/8/17), acquired all the shares of Zhongji Ming Yang (ZJMY), in exchange for 100,000 Preferred Shares of Class D stock, convertible to 250,000,000 common shares based on WY SOS changes on 7/14/17. Wuhu Huaba EV company was already part of ZJMY (taken over by Wang Group on 1/23/2017, see my post below).
I believe the 100,000 Class E Preferred shares could be for an acquisition of another company.
Wuhu had commissioned Chery as an Original Equipment Manufacturer (OEM) (prior to be taken over by ZJMY).
I believe JB&ZJMY is commissioning Long Star as an OEM as well, since ZJMY's EV Production Base is the Long Star Factory.
From Wuhu Business Plan, prior to ZJMY takeover.
The company's main products for the conditions of life 330 km, charging dual-mode electric vehicles. The product through the commission Kay wing car announcement, made the Ministry of Industry and the Ministry of electric vehicle production bulletin, and then commissioned Kay wing car OEM production. Is the light of the operation of the use of existing auto production capacity to achieve rapid production of the best way.
...
Chapter 6 Financing Description
...
6-1.2 As a result of the Company's use of light asset operation mode, let Chery's sub-brand company Kay wing car on behalf of the announcement and OEM production, need to pay about 10 million yuan Kai-wing car on the announcement and production line transformation costs, but also in the Wuhu construction for 100 electric taxi operation charge of the power plant model project
Dolat Ventures acquired by China Based Battery Manufacturer
NEW YORK, NY--(Marketwired - April 06, 2017) - DOLAT VENTURES, INC. (OTC PINK: DOLV) announces recent corporate developments.
[img]
The control of the Company was acquired by Mr. DeQun Wang on January 11, 2017 pursuant to an agreement that was entered into on December 2, 2016. On that date Mr. Wang acquired 300,000 shares of the Company's Class C Preferred Stock which is convertible into 750,000,000 shares of the Company's common stock and carries an equal number of votes.
Incorporation authorizing the preferred stock, the Company also acquired all of the issued and outstanding shares of Ji Ming Yang Amperex Technology Limited (Ji Ming Yang) [ZJMY], a Chinese corporation in exchange for one hundred thousand Class D Preferred Stock convertible into 100,000,000 [250,000,000 according to WY Name Change File dated 7/14/17] shares of the Company's common stock. Subject to FINRA approval the Company will reflect the new business combination by changing its name to JB&ZJMY Holding Company, Inc. and seeking a new symbol.
300,000 class C to Wang. 100,000 Class D to ZJMY. Not sure on the other 100,000 Class E. Maybe for another company in the holding company.
See April PR where it states this.
However April PR states the class D are convertible to 100,000,000 common. WY SOS (page 3 I believe), posted by xZ shows that they are convertible to 2500 common shares each just like Wang's for a total of 250,000,000 shares.
The Class E has the same conversion rate, 2500 common shares for each preferred. The class E may be for Wuhu or Long Star? Imo, ZJMY may have paid cash for Wuhu though (remember 1.8 million in investments listed in last quarterly report for patents and copyrights). Wuhu was acquired in the 1st Quarter (Jan 2017) as my post a word on Wuhu shows.
Long Star may just be a partner. We will see soon.
http://syndicate.pinksheets.com/stock/DOLV/news/Dolat-Ventures-acquired-by-China-Based-Battery-Manufacturer?id=155356&b=y
No dilution unless converted.
Good find on the WY "Holding" addition to name. That has always been a point lacking resolution for me ever since brokers were saying JB&ZJMY Holding Co.
I'm not sure why the magazine and share warrant (based on the assumption they are real), would say JB&ZJMY Technology Group Holding, Inc.
One theory of mine is JB&ZJMY Technology Group Holding Inc. and JBMY are reserved for the NASDAQ stage. I remember earlier from the JB presentation JBMY was on a slide with NASDAQ reference. I believe Bobdude posted that. I may dig that up later.
Brokers have confirmed JB&ZJMY Holding Company as the name and JBZH#9 as the ticker place holder (as recently as a week ago according to Scottrade). That name NOW matches WY SOS which makes the most sense to me. JBZH makes great sense too for obvious reasons (JB&ZJMY Holding) but JBMY would be fine too.
Maybe the company will Shake the tree again and do another name change on WY SOS adding in Technology Group in a few weeks or month from now lol.
Looks like his English signature is improving to me. Nice logical progression over time.
Last Posted Quarterly on July 11 is only one I see that lists this:
INVESTING ACTIVITIES:
Acquisition of Patents and Intellectual Property (1,813,987) -
Net cash used by investing activities (1,813,987)
INVESTING ACTIVITIES:
Payment for equipment - 16,299
We've seen it already with the website.
http://www.zjmy888.com/
and the better known regular domain:
http://zhongjimingyang.com/#page1
Agree that 10 cents is the initial cost (break-even point) and aka total cost for an employee who does not exercise his share warrants. I know they are not obligated to exercise their warrants, just like I did not exercise the options I had in my company (no appreciated value).
The total cost (break-even point) for an employee who does exercise his warrants is always 12.5 cents/share [(10+15)/2=12.5 cents] for any number of share/warrant offerings.
My example looked at it from an equal number of share perspective. Your analysis from an equal investment perspective is a good way to look at it.
However, to make a valid economic comparison, the total investment cost has to be looked at for both employees on a level playing field.
Tweaking your analysis slightly:
(neglect commissions for simplicity, and we are assuming stock price will increase substantially so Employee A will exercise his options)
Employee A = $100 total investment
Employee B = $100 total investment
Let's assume pps of 5 cents (nice simple #) on the buy in date of July 17, 2017, since that is the employee share plan deadline.
Employee A can on use $40 initially, since he needs the other $60 to cover the warrants when he exercises them.
Employee A buys 800 shares at 10 cents/share on July 17 for $40.
Employee A exercises his warrants at a later date and buys 800 more shares at 15 cents/share for $60. Total investment = $100 for 1600 shares.
Employee B buys 2000 shares on open market at 5 cents/share for $100.
Employee A would NEVER catch Employee B at any price because he has 400 less shares. However, if price goes to zero. Employee A loses $40 (doesn't exercise warrants) and Employee B lost the entire $100.
Let's level the playing field and add in the variables.
There are a lot of variables and scenarios. Employee B is not a clairvoyant. He may buy $40 of shares initially like Employee A, still unsure of the company. When he is convinced of the company and its products at a later date, then he may invest the other $60 at a much higher cost. Meanwhile, Employee A's $60 dollar remaining investment is Locked-in at 15 cents/share. Employee B may be paying 50 cents/share or more at that point.
Futhermore, it is likely that both employees will invest varying amounts over time like many of us, as paychecks and money clears. Employee A may be paying for his shares and warrants by a direct company deduction from his paycheck (like my company did). Meanwhile, Employee B is buying shares as he goes along at whatever the current market price is.
The main point is Employee A mitigates risk and leverages potential gain. That is the point of options or warrants. i.e. Smaller investment upfront giving more peace of mind, since he/she is locking in a price for up to 2 years down the road.
I have probably exhausted the share/warrant offering topic for now. I just didn't want people hung up on the idea that a PPS less than 10 or 15 cents on July 17th is the end all for the employees. The warrants can and will be valuable down the road regardless of the pps on the 17th.
My best guess is the annual stating the 10,000,000 was a mistake. If each Preferred C is convertible to 2500 common shares, as with Wang's, then that number seems too big imo.
I'm not sure if an annual has to be corrected once a company has moved on to newer filings. That's my best explanation.
1,000,000 million Preferred C shares would equate to 2.5 billion common, which seems more reasonable than 25 billion common .
Good possibility name and ticker change could be within the next two weeks, but if not, it doesn't change the DD.
Price could be 10 or 15 cents by Monday, the employee share offering deadline, but if not, they will still be fine as long as prices rises above 12.5 cents (the average cost of shares and warrants) within the 2 year exercisable warrant period.
They will be golden if price goes to a quarter or more by July 17, 2019, even if price is only 5-6 cents on Monday.