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Y/W sir...Why did LB state REQUIRED financial disclosures?
Pink sheet stocks make only VOLUNTARY financial disclosures, right?
April 15, 2013 The AAPT 10-K filing will be delayed.
We are making every effort to being forthcoming about our required financial disclosures. We are mindful of the shareholders need for timely information and are working diligently to make that information available as soon as possible. There are three reasons for the filing delay. I will address each of them.
The first reason: Former Disgruntled All American Pet controller’s departure.
When the former controller departed, he took with him all computer files of the company’s accounting records, numerous original contracts, invoices and various share holder information that needed to be explained in the 10K. We contacted the SEC and secured an extension to file, but we missed that extension owing the extent of the missing information and the time it took to reconstruct.
The second reason: The hiring of David Williams, Senior Financial Officer.
Williams dove into the financials in an effort to properly align and reconcile the accounts with our new auditors. This has taken a significantly longer amount of time as the work was more involved than anticipated.
The third reason: Regulators and rules require that the previous independent auditor and current independent auditor agree before the filing can be Edgarized. It is hard enough to get the agreement of one auditor, but to have two auditors agree with one another has cost us additional time.
FINRA Market Operations says AAPT hasn't been required to file an SEC filing since May 20, 2008...
I asked FINRA when did AAPT's status change from OTCBB to pink sheets beginning on 4/03/2013 and she said "no, no, no, AAPT has been on the Pink Sheets since May 20, 2008 and is not required to file documents with the SEC".
FINRA Market Operations
866-776-0800
Alydyr-
This might be the reason AAPT has gotten away with not filing a 10Q for the entire year of 2008...
Think about it, AAPT didn't magicallly land on the pinks without some sort of paperwork being submitted to get there...FINRA never gave AAPT an "E" designation nor did FINRA bother to put them on their delinquent/eligibility list...doubtful it was FINRA that put them on the pinks...
Looks more and more like AAPT voluntarily put themselves there...to make matters worse, they never issued the required PR or 8-K disclosing it...yet they chose to play shareholders for chumps by PR'ing the purchase of a machine with no details as to how much the machine cost, where the money came from to purchase the machine, or the intended location where the machine will be used...
Looks like AAPT may have Voluntarily Terminated Registration Under the 34 Act...problem is, no Form 15-12G filing or the required press release and 8K filing to confirm it...
Has all the ear-marks though...shot down to pinks without the "E" designator...no Delinquency/Eligibility postings as of yet on FINRA's Otcbb.com website...
If the above turns out to be correct, next stop, GREY MARKET...
WRONG AGAIN! Wells Notices do not have to be publicly disclosed:
June 26, 2012
Court Finds No Duty to Publicly Disclose Wells Notices
By Randall J. Fons and Nicole K. Serfoss
On Thursday, a U.S. District Court in New York ruled that Goldman Sachs could not be sued for fraud under the federal securities laws for failing to publicly disclose that it had received a Wells notice from the Securities & Exchange Commission (“SEC”). The Court’s decision, Richman v. Goldman Sachs Group, Inc., et al., No. 1:10-cv-03461-PAC, slip op. (S.D.N.Y. June 21, 2012), held that there is no “automatic” obligation to disclose receipt of a Wells notice under the federal securities laws. The Court went further, providing some guidance to companies grappling with the always-difficult issue of whether to disclose the receipt of a Wells notice.
BACKGROUND After the staff of the SEC’s Enforcement Division investigates a matter and believes that it has established that a violation of the federal securities laws has occurred, it will often issue a “Wells notice” to the individuals and entities that the staff believes are responsible for the violation. That Wells notice informs potential defendants that the staff intends to recommend to the Commission that charges be brought for violation of the securities laws. The recipient of the notice is then allowed to make a written “Wells submission” to the SEC, arguing why the proposed charges should not be brought. The Commission will then review the staff’s recommendation, along with the Wells submission, and decide whether to authorize an enforcement action, typically in the form of a lawsuit or administrative proceeding.
Companies frequently struggle with whether to publicly disclose the receipt of a Wells notice. On the one hand, a Wells notice is not a final determination by the SEC that it will be bringing an action against the company. Rather, it is only a statement by the staff that it intends to make an enforcement recommendation, which can be accepted or rejected by the Commission. And, despite that no final decision has been made by the SEC, disclosure of a Wells notice often leads to a decline in the company’s stock price, which may unnecessarily harm shareholders. On the other hand, a Wells notice can be a significant event for a company, depending on the nature of the SEC case, prior disclosures by the company, possible defenses to the staff’s allegations, and a host of other factors. As a result, many – though not all – companies have chosen to disclose the receipt of Wells notices.
No investigation? Call AAPT and ask them if they've received a "Wells Notice" from the SEC...
Wells Notice-
"The process starts with a Wells Notice - a notification from a regulator that it intends to recommend that enforcement proceedings be commenced against the prospective respondent. The notice references, in broad-strokes, the violation that the Staff believes has occurred.
Receiving a Wells Notice is hardly a positive event, as it signifies that you are the subject of an investigation and that enforcement proceedings are going to be commenced against you. However, a Wells Notice is rarely a surprise, and provides a unique opportunity for a prospective defendant to speak directly to the ultimate decision maker prior to the commencement of regulatory proceedings. The process by-passes the District or Regional Staff, and allows the prospective defendant to present his case against the commencement of the proceedings directly to the decision makers, without filtering or misunderstanding of the Staff." http://www.seclaw.com/docs/wellsnotice.htm
E.G. eventually blew the whistle on B.S. and Starr Queens and that's all that matters if/when it comes down to a criminal case...
E.G. will be labeled a "cooperating witness" against B.S. and will very likely be immune from prosecution...
As to your comparison to Arthur Andersen in the Enron case, Arthur Andersen was an accounting firm the same as De Joya Griffith was the accounting firm for AAPT for the 2010 and 2011 fiscal year reports...E.G. was an employee of AAPT and never an accounting firm...
Starr Queens born on 4/14/2009 in Nevada, right? What if AAPT's books have been "cooked" since Starr Queens inception?
From De Joya Griffith:
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of All American Pet Company, Inc. & Subsidiaries as of December 31, 2011 and 2010 and the results of their operations and their cash flows for each of the years in the two-year period ended December 31, 2011 in conformity with accounting principles generally accepted in the United States of America. http://www.sec.gov/Archives/edgar/data/1362502/000114420412054213/v324326_10k.htm
From R.R. Hawkins & Associates:
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of All American Pet Company, Inc. as of December 31, 2009 and 2008, the results of operations and its cash flows for the years ended December 31, 2009 and 2008 in conformity with generally accepted accounting principles in the United States of America. http://www.sec.gov/Archives/edgar/data/1362502/000107704810000022/allamericanpet-10k.htm
the auditors are not going to take any chances and risk losing their firm or personal licenses. I'll let you decide what you think is going to happen. I think I already know.
"The Company has a limited operating history and limited funds. As shown in the financial statements, the Company incurred a net loss of $1,608,886, used $2,335,404 of cash for operations during the nine months ended September 30, 2012, had a working capital deficit of $3,978,612 and total stockholders’ deficit of $4,243,259 as of September 30, 2012. These factors raise substantial doubt about the Company’s ability to continue as a going concern." http://www.sec.gov/Archives/edgar/data/1362502/000114420412062561/v328436_10q.htm
Well whatddya know...Barry Schwartz most recent CERTIFICATION claims he reviewed Eric's "sign off" and ok'd everything...keep in mind E.G. claims that inappropriate transfers of money were made to Starr Queens every month since the start of his employment at AAPT...
EXHIBIT 31
CERTIFICATION
I, Barry Schwartz, certify that:
1. I have reviewed this quarterly report on Form 10-Q of All American Pet Company, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and
5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors of the small business issuer's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
Mmmm NOPE! AAPT received no other additional extentions for the 10-K filing...the standard 15 day grace period on the NT 10K filing is all they have...
First: The reason for delay was explained to the SEC
Exactly what I was thinking too...FINRA should have "E"d AAPT by now which makes me think FINRA already contacted AAPT and AAPT advised them to not expect a 10K or any other filing from this point on...
If there wasn't a THREE STRIKES violation, how did AAPT manage to get booted down to PK at that particular point in time?
Reply with a link as proof to back up your statements...
There wasn’t any Three Strikes violation. AAPT was upgraded to OTC.QB status after a determination that they were current with their reporting obligations.
How does the three strikes ineligibility rule work in practice?
Pursuant to FINRA Rule 6530(e), any OTCBB issuer that is delinquent in its reporting obligations three times in a 24-month period and/or is actually removed from the OTCBB for failure to file two times in a 24-month period is ineligible for quotation on the OTCBB for a period of one year. For a security to be eligible for quotation on the OTCBB, FINRA Rule 6530 requires, in part, that the issuer of the security is required to file reports with the Commission or that the issuer of the security is a bank or savings associations (or holding company for such entities) that is not required to file reports with the Commission and, instead, makes filings with its applicable regulator. In addition to the foregoing, the issuer of the security must be current in its reporting obligations, subject to a 30 or 60 day grace period, as applicable. An OTCBB issuer will be deemed delinquent in its reporting obligations if the issuer fails to make a required filing when due or has filed an incomplete filing. In order for a filing to be complete, it must contain all required certifications and have been reviewed or audited as applicable, by an accountant registered with the Public Company Accounting Oversight Board.
Your quote:
"AAPT had been listed as OTC.PK prior to their October 2012 multiple SEC filings, after which they were upgraded to OTC.QB status."
NO delinquent reporting obligations three times in a 24 moth period this go-round, right?
In May, 2012, over $1,000,000 of company monies was improperly converted to a Wells Fargo Bank account belonging to Starr Queens, Inc., a Nevada Corporation controlled by Director Barry Schwartz. In September 2012, over $475,000 of Company money was improperly converted to the same Starr Queens Bank Account. Transfers to this Starr Queens account occurred during every month of my employment.
(Allegations from Eric Grushkin) If AAPT does finally file a 10-K pay particular attention to any May and September 2012 transactions totalling the above amounts.
Has AAPT ever been listed PK before? I know that they've been delinquent in the fin's before but was wondering if they were shot down to PK at those prior delinquent filing points.
If this is their first time getting shot down then AAPT might have told OTC Markets or the SEC to not expect a filing at all.
After AAPT pays manufacturing, shipping, building lease, equipment lease, employee wages, insurance, utilities, etc., etc., what profit (if any) is made from the retail sales of these Nutrabars?
How did you verify Nutrabars were available at W/M's in 47 states?
Did you call all of W/M's store's? How exactly did you verify them?
Post your source of verification so that we may verify them as well.
The bottom line is that I have verified that NutraBars are available today at Walmarts in 47 States. That was my task this morning, and the results are true fact.
The hiring of David Williams, Senior Financial Officer
Where's the required 8-K detailing his hiring?
b) If the registrant’s principal executive officer, president, principal financial officer, principal accounting officer, principal operating officer, or any person performing similar functions, or any named executive officer, retires, resigns or is terminated from that position, or if a director retires, resigns, is removed, or refuses to stand for re-election (except in circumstances described in paragraph (a) of this Item 5.02), disclose the fact that the event has occurred and the date of the event. (c) If the registrant appoints a new principal executive officer, president, principal financial officer, principal accounting officer, principal operating officer, or person performing similar functions, disclose the following information with respect to the newly appointed officer: (1) the name and position of the newly appointed officer and the date of the appointment; http://www.sec.gov/about/forms/form8-k.pdf
David Williams SFO? Wheres the Item 5.02 8-K filing?
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.
The second reason: The hiring of David Williams, Senior Financial Officer.
Williams dove into the financials in an effort to properly align and reconcile the accounts with our new auditors. This has taken a significantly longer amount of time as the work was more involved than anticipated.
Mmmm Nope! Barry clearly LIED, the 8-K filing dated 1/22/2013 on Page 5 of the lawsuit on lines 13-17 state:
"Upon ascertaining that Grushkin had removed the computer and records, AAPC demanded that Grushkin return them, but he refused and continues to refuse to return the computer or the records to AAPC, thus preventing AAPC to pay its personnel, customers, and file its 10K with the SEC".
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date
Thus, Barry Schwartz admitted in January 2013 AAPC would be prevented from filing it's 10K with the SEC, but on 4/2/2013 he bluntly LIES and states the 10K will be filed or or before the fifteenth calendar day following the prescribed due date.
)The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date;
ATTENTION Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001)
Maybe, but experienced traders know the drill, buy low sell high...if it goes lower, they average down and volume picks up then pump/promotion automatically kicks in...volume hasn't really kicked in yet.
SWCI is NO DIFFERENT than 98% of the other penny stocks...revenue producing or non revenue shell it all boils down to the same thing...i.e. pumping and/or promotion...
A low supply of shares which SWCI has coupled with huge volume and this POS will take off like any other penny clunker that has rocketed in the past...
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