Update on the upcoming uplisting of MTRE – August 28, 2008.
MTRE had filed a Form 10SB on July 3rd to register with the SEC in preparation for its uplisting to the OTCBB. There have been a number of exchanges of comments and questions between MTRE and the SEC, as well as with FINRA in the process. An Amended Form 10/A was filed with the SEC on August 14th reflecting additional information they had requested. However, the SEC responded with yet more questions and comments. Since there is a only a 60 day window for the completion of an application, MTRE has now withdrawn its application (Form RW on August 27th) and will resubmit a new Form 10, probably within a week.
Meanwhile, the intended 1:1 free share of LifeHealth Care that will be issued to all shareholders of MTRE is still in effect and the record date for that dividend has been set as September 3rd. That still allows anyone interested in being a part of the “free share give-away” a few more days to buy in. MTRE shares have been trading around .25 to .30, which is considered to be far below the value of a company with a very small float and deals lined up to acquire 3 profitable research companies as soon as the uplisting is completed. MTRE has its eyes on a further uplisting to AMEX. The spin-off LifeHealth also is expected to develop rapidly and there are hopes to uplist to the NASD Small Cap. Both MTRE and LifeHealth Care (LHCI) could soon be trading over $1.00, IMHO.
Further info can be found on the MTRE discussion board. Some excerpts taken from 53Chevy’s postings on that board and pertaining to the items mentioned above follow:
(a). For those of you who have been involved with other uplists, it is a complex set of obligations, and not everyone gets it right the first time. They made mistakes in the Form 10, the SEC issued a "comments" letter detailing those mistakes requiring correction, and the company filed an "RW" acknowledging they had to withdraw their Form 10 and resubmit.
(b.) The Form 10 RW has nothing to do with the LHCI record or paydate. What MAY happen, depending on how fast they refile the corrected Form 10 for MTRE, is the effectivity date for LHCI. This is the date the company selects for when LHC will begin free-trading. They control this date, not the SEC.
They are adamant that LHCI will not spend even one hour in pinkyville, so this may delay the start-up date, to insure the uplist is a done deal first.
Everyone will still get their shares, as filed and when stipulated, but free-trading will not commence until the company submits an effectivity date to the SEC.
(c.) In response to an inquiry I made to the company earlier today on why the "ex-divvy" date did not show up on today's Dailies Report, I just received the following. It took awhile, as they did not know the answer either, and had to contact the SEC to find out.........
The OTC Dailies Report is a combination of recordings that has to deal with active stocks. Since LHCI has not yet been activated, it would not be listed on the Dailies Report in a real-time manner. The entries will be made later, once LHCI is free-trading.
Since the dividend involves shares in an as yet inactive stock, purchases of MTRE through the EOB on Tuesday, September 2nd, will be eligible to receive the 1:1 payout, as they will be listed as the shareholders of record for those shares when the list is compiled.
(d.) Due to the concerns raised by many, regarding the Form 10 RW earlier today, I also asked the company what its implications are. Their response is as follows:
This morning, they received the "comments" letter from the SEC, with regards to the filing, which in essence was their application for uplisting. The SEC did not reject their application, but issued "comments" instead, requesting more clarity. Specifically, the SEC has asked that the Form 10 include more specifics on the acquisitions negotiated, and the financing plan that will be engaged to close the agreements.
The Form 10 has an automatic default of effectivity of 60 days from date of filing. The company felt that they could not resubmit the correction by September 2nd, and so therefore withdrew the filing, in essence starting the clock over again.
A call that I then made to Mr Krantz, legal counsel, indicated that he was in receipt of the letter, had a full understanding of what the SEC was requesting, and feels that the company will be able to submit a new Form 10 filing by the end of next week.
From the new filing, the SEC will then have the stipulated 7 business day response window, to review and address the new filing. Assuming no further comments, it is then moved on to FINRA, who also has a seven business day response window.
With the new Form 10 being filed by the 5th, we should therefore have the uplist approval by the 26th of September, if not before, assuming no more "comments" letters from the SEC
e) And this clarification by 53 Chevy to questions asked in another post..........
1) Yes, LHCI has a mirror structure to MTRE, but only relative to the float. Based on the the conversion of restricted shares to commons, for "original" CABLE shareholders from "way back" (pre-2000) the company believes the float for both to now be 2.8M-3.5M, and they are working with Continental to get a more accurate number, once all conversions are made. I suspect it will be in the next financial filing.
LHCI and MTRE do NOT have the same AS and OS. For MTRE, the AS is 150M, per the DEF14C filing, and per the latest 10Q, the OS is 14.2M, approximately. The actual number is in the IBOX.
LHCI has a smaller AS of only 50M shares, but in addition to the 1:1 relationship with MTRE, an additional 8M+ shares are being issued later (not sure on the when) to insiders who will serve on the BOD for both MTRE and LHCI as "payment" for being on the board. LHCI therefore will have a smaller AS, a matching float, and an OS of just under 23M. Again, actual numbers should show up in the next fin filing
2) Yes, the company is taking steps to have LHCI open trading on the OTC.BB; they are as tired of pinkyville as we are, and do not want LHCI to go through the issues we faced with CCWW/MTRE
3) Yes, LHCI has been "in the works" for over six years, as illustrated in many of the MTRE filings. LHCI already has been granted approval for some patents, and additional patents have been submitted, awaiting approval. These patents engaged the medical departments of two universities, one being NYU and I think the other a medical university in Canada, but not sure.
4) The company has a very high regard for LHCI's potential, and they are not expecting it to trade for pennies after spending more than six years getting it ready to go public. While we know their intent is for MTRE to uplist to AMEX, it is my understanding in conversation with them that they will pursue uplisting LHCI to a different major exchange, probably NASD Small Cap.
5) Will LHCI or MTRE trade higher than the other? I wish I had THAT crystal ball to know the answer. Obviously, the company thinks quite highly of both. We know MTRE, through acquisition, is already generating per annum revenues in excess of $18M. What we don't know is how 2008 has performed. Nor do we know the status of the supposed additional acquisitions they have hinted at......
What we also do NOT know is what has been established, regarding the business plan and expectations, for LHCI, so I cannot provide anything that would answer your specific question. I suspect we will see a flurry of news releases, specifically focused on that, once LHCI is free-trading
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