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.
This is page 4 of there 15c.....more info supporting the fact that this is not a new issue..come on Victor...use your head
if this was a new issue there would be and S1...end of story...you donb't know what your talking about...
You need to do DD...you have no clue what your talking about....sorry...Also if RLTR was a new issue there would be and S-1 filed with the SEC and on pink sheets months before the 15c...agin you are wrong...
I KNOW WHO THE SHELL CAME FROM....THEN NEVER DID AN S-1....THIS SHELL CAME FROM DAVID STOCKER....YOU REALLY JUST LIKE TO ARGUE...LOL
V---RLTR was a R/M..they didn't do an S1...If RTLT does not have a Form 10 & 8 filed with the SEC...they will NEVER be able to file under 144...
LOL...it's SEC guideline...also..RLTR was R/M into this shell....I'm done with this..convo..
LOL....Victor did you read it..Clearly states that they will not be converted under rule 144...
Technically Rule 144 provides a safe harbor from the definition of the term “underwriter” such that a selling shareholder may utilize the exemption contained in Section 4(1) of the Securities Act of 1933, as amended, to sell their restricted securities. In layman terms, Rule 144, allows shareholders to sell their unregistered shares. When a private entity merges with a Pink Sheet shell, the shareholders of the private entity receive restricted shares. Historically, other than registration, Rule 144 provided the only method for such shareholders to sell their shares on the open market. The February 2009 amendment eliminated this ability.
Rule 144(i), as amended, provides in pertinent part that the Rule is unavailable to issuers with no or nominal operations or no or nominal non-cash assets. That is the rule is unavailable for the use by shareholders of any company that is or was at any time previously, a shell company. A shell company is one 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.
http://www.fi.se/upload/90_English/70_Consumer/PMOTC.pdf
Victor...your wrong..i used that for an example of what happens wiht non-reporting...Co. please read the link above
v- the reason you don't see it on the 8k that you listed is because it is for a fully reporting Co........sorry but i cant find the link
v- the reason you don't see it on the 8k that you listed is because it is for a fully reporting Co........sorry but i cant find the link
Victor this is from a sample 8-k taken from the SEC web site
(vii) Restricted Securities. Such Vendor and each of such Vendor's Representatives understands that neither the Securities nor any portion
thereof may be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in
the absence of an effective registration statement covering the Securities (or such portion thereof) or an available exemption from registration
under the Securities Act, the Securities and each portion thereof must be held indefinitely. Such Vendor and each of such Vendor's
Representatives realize that the Securities and each portion thereof are unlikely to qualify for sale or other disposition under Rule 144 issued by
the SEC. Furthermore, such Vendor and each of such Vendor's Representatives are aware that neither the Securities nor any portion thereof
may be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of that Rule are met. Among the conditions
for use of Rule 144 may be the availability of current information to the public about the Company. Such information is not now available and
the Company has no present plans to make such information available. Such Vendor further acknowledges that the Company is under no
obligation to register the Securities or any portion thereof under the Securities Act or under any state securities laws or to assist in complying
with any exemption from such registration if such Vendor should at a later date wish to dispose of the Securities or such portion.
(viii) Legends. To the extent applicable, each certificate or other document evidencing any of the Securities shall be endorsed with the legends
substantially in the form set forth below:
The following legend under the Securities Act:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL
REGISTERED UNDER SUCH ACT, OR UNLESS PIVX SOLUTIONS, INC. (THE "COMPANY") HAS RECEIVED AN OPINION OF
COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS
NOT REQUIRED.
Also the Company shall endorse such certificates with each legend imposed or required by the Company's Articles of Incorporation, the
Company's Bylaws or applicable state securities laws.
3. Governing Law. This Agreement shall be governed by the laws of the State of Massachusetts, without reference to the choice of laws rules
of such state.
4. Attorneys'
Yes it would implicate the TA...and the attorney who wrote the opinion letter
anyone who holds Restricted certs for RLTR is SOL
9 out 10 pinkies are all like that....
Victor the restriction cant be lifted...because RLTR is non reporting
the SEC. Furthermore, such Vendor and each of such Vendor's Representatives are aware that neither the Securities nor any portion thereof
may be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of that Rule are met. Among the conditions
for use of Rule 144 may be the availability of current information to the public about the Company
read both post..please
vii) Restricted Securities. Such Vendor and each of such Vendor's Representatives understands that neither the Securities nor any portion
thereof may be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in
the absence of an effective registration statement covering the Securities (or such portion thereof) or an available exemption from registration
under the Securities Act, the Securities and each portion thereof must be held indefinitely. Such Vendor and each of such Vendor's
Representatives realize that the Securities and each portion thereof are unlikely to qualify for sale or other disposition under Rule 144 issued by
the SEC. Furthermore, such Vendor and each of such Vendor's Representatives are aware that neither the Securities nor any portion thereof
may be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of that Rule are met. Among the conditions
for use of Rule 144 may be the availability of current information to the public about the Company. Such information is not now available and
the Company has no present plans to make such information available. Such Vendor further acknowledges that the Company is under no
obligation to register the Securities or any portion thereof under the Securities Act or under any state securities laws or to assist in complying
with any exemption from such registration if such Vendor should at a later date wish to dispose of the Securities or such portion.
(viii) Legends. To the extent applicable, each certificate or other document evidencing any of the Securities shall be endorsed with the legends
Restricted securities
Restricted securities are unregistered shares that are sold by the company or the company’s management or larger shareholders in cooperation with the company. This means that shares that are not registered with the U.S. Securities and Exchange Commission (SEC) cannot be sold in the market except in accordance with certain exemption regulations. One of the exemptions is trade in accordance with Regulation S of the Securities Act of 1933. This rule means that the company’s shares may not be sold to American citizens within or outside the USA. They may, however, be sold to foreign citizens, in accordance with legislation in those particular countries. The shares cannot be sold back to the USA for at least one year and they are so-called restricted shares. Other exceptions are that the company is allowed to sell shares to its employees or larger shareholders. If you purchase such shares, you will receive a share certificate which is stamped with a “restricted” legend.
If you wish to sell your “restricted shares”, five conditions must be met in accordance with U.S. legislation (Rule 144) and even if these are met, it is still not possible to sell the shares unless the restriction legend is removed. The Transfer Agent cannot remove the restriction legend nor sell the share without the company’s consent.
For more
i wish i knew...This thing is dead IMO....and shell is worthless because of the payroll tax debt
LOL....
JG's shares are perpetually restricted because it represents the control block....do some dd boys...This doesn't fall under 144
P.S i still wouldn't buy 1 share of rltr
IMO.....This Co. is dead...you guys are wasting your time hoping this deal will be worth anything....They owe hundreds of thousands of dollars in payroll taxes....The cap structure is F-ed....NO investment banker would even dare to use this shell...get out while you can....JMHO....JG....has done nothing to establish a rev stream...LOL
I started buying SRSR again today based on the chart..this will be my third time in...I was smart enough to buy SRSR when she was just a Little sub...But stupid enough to sell out way to early..LOL...Question for the board?? Why are we still at "Limited info" status on Pink sheets...
nope!!
The TA of the issuing Co. would know where we stand with the Div...IMO the Div is just a BS ploy for you guys to buy GDSM..The Div is IMO restricted...and when the six months is up good luck finding and attorney to wright the opinion letter...All thought while your waiting for the six month restriction to be up...the insiders with the free trade will have driven it to a Sub...
Do you even know how a 504 works...LOL...Again your wrong......A 504 is NEVER in the Co's name...it's always in third party...LOL...who do you think controlled the 504s....BH
If they are audited by a PCAOB certified accounting firm and fully reporting why do they need to up-list..OTC exchange is very expensive for a co. with NO net rev...Or any rev ...IMO..if they can achieve tht there's no reason to move...Also FINRA would never allow them to up list due to there Cap structure and open 504s....
For one(of many) reasons they can't afford the reporting fees...
IMO...RLTR will never uplist to OTCB...
DO some DD...Why do you think all these Co. s Do 504s...They do it to hide the dilution. JG is the entity therefore he can't sell unless a third party mechanism is put into place...Do some research Victor...I could careless were this thing goes just putting in my 2 cents
The shares that JG owns are perpetually restricted because he owns 5% or more of the Co..The only Way for him to sell and pocket the CASH would be under Rule 504
No Prob.
No Sir
I still would not put one cent into RLTR
The shares were issued purely to give JG control...It's a control block they can't be sold under SEC 144 guidlines anyhow. Also if JG sold he would will lose proxy control
I fell out of my chair laughing when i stumbled across Barry's new Co. Baristas...LOL
Inustry news:
Mixed Martial Artist Efrain Escudero Signs Agreement to Partner With Extreme Sports Marketing as An Endorser and Spokesperson
He Is Undefeated, and Won in the UFC's The Ultimate Fighter, Season 8
Jun 12, 2009 9:00:00 AM
2009 GlobeNewswire, Inc.
TEMPE, Ariz., June 12, 2009 (GLOBE NEWSWIRE) -- Exosphere, also known as Extreme Sports Marketing, Inc., (Pink Sheets:EXSA), a sports marketing and holding company focused on one of the fastest growing sports today, Mixed Martial Arts (MMA) -- today announced that Efrain Escudero, one of the top Mixed Martial Arts lightweight fighters in the world, has signed an agreement to endorse and exclusively represent Extreme Sports Marketing's MMA Advertising Network (www.MMAAdNet.com) as an affiliate and one of its professional spokesmen. He joins MMA heavyweight Shane Carwin, who late last month expanded his relationship with Extreme Sports Marketing in a similar capacity.
Escudero is the first UFC fighter born in Mexico to compete and win in a UFC-sponsored event -- The Ultimate Fighter, Season 8 reality show on Spike TV. Like Carwin, he is undefeated as a professional Mixed Martial Artist. Escudero's website is www.efrainescudero.com . Efrain Escudero's site is a Social Networking website where more than 500 fans have set up personal pages and interact with Efrain.
The increasingly high profile Escudero is also a featured performer in Budweiser's Bud Light 2009 advertising campaign.
"The opportunity to sign on Efrain as both an affiliate and spokesman will tremendously help in continuing to grow our MMA Advertising Network," said Extreme Sports Marketing CEO Jason Genet. Like Shane Carwin's agreement, Efrain's initial commitment is for a 12 month period, and hopefully much longer."
"The MMA Advertising Network represents one of the best ways to reach out to men ages 18 to 35 in a professional relationship that helps us to capitalize on our achievements," Escudero said. "Joining forces with this network, and having my website tied to it, just made a lot of sense, and I look forward to playing an active role in making it a great success."
Genet noted that "In addition to spokesman duties, the endorsement agreement includes advertising in and around Efrain's upcoming bouts. His website will also feature tie-ins to the MMA Advertising Network Affiliate Marketing program, and make him available to its Publishers for exclusive and breaking news stories and more."