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SGLA: Pink Current Information/SEC Reporting
https://www.otcmarkets.com/stock/SGLA/profile
That depends on who the reverse merger target is ...
But I have no information on this part ...
Form 8-K: Changes in Control
https://www.sec.gov/ix?doc=/Archives/edgar/data/924095/000149315221022315/form8-k.htm
REINSTATEMENT! Status: ACTIVE
Last Event: REINSTATEMENT
http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=NONINVASIVEMONITORINGSYSTEMS%206817062&aggregateId=domp-681706-93eecf7a-c32f-487c-b9b9-de40ae365acc&searchTerm=Non-Invasive%20Monitoring%20Systems&listNameOrder=NONINVASIVEMONITORINGSYSTEMS%206817062
Pink Current Information / SEC Reporting
https://www.otcmarkets.com/stock/NUVI/profile
Great Shell Company!
Reporting Status: SEC Reporting
O/S: 20M
Insider Ownership: 92%
Float: 1.5M
P.S.
Disclosure: Long GPLB
OTC Markets Blog: Transforming the OTC Markets
https://blog.otcmarkets.com/2021/01/26/transforming-the-otc-markets/
(a) This statement is filed by Clark Orient (BVI) Limited (“Clark Orient”), a corporation incorporated in the British Virgin Islands, and Mr. Kai Shing Fong (collectively, the “Reporting Persons”). Clark Orient is the holder of record of approximately 85% of the Issuer’s outstanding Common Stocks based on the number of Common Stocks outstanding as of November 5, 2020, as reported in the Form 10-Q for the quarterly period ended September 30, 2020 of the Issuer. Mr. Fong is the sole director of Clark Orient. Fong Ding Holdings Limited, a corporation incorporated in the British Virgin Islands, is the sole shareholder of Clark Orient (BVI) Limited. Mr. Fong is the sole director and sole officer of Fong Ding Holdings Limited.
(b) The address of the principal business and principal office of Clark Orient is Room 2906, 29/F, China Online Centre, 333 Lockhart Road, Wanchai, Hong Kong. The address the principal business and principal office of Fong Ding Holdings Limited, is Start Chambers, Wickham’s Cay II, P.O. Box 2221, Road Town, Tortola, BVI. The residential address of Mr. Fong is Flat B, 1/F BLK 7, Aqua Blue, 28 Tsing Fat St, Tuen Mun, NT, HK.
(c) The principal business of Clark Orient is to act as an investment holding company. Mr. Fong is the sole director and ultimate shareholder of Clark Orient. Mr. Fong is also the president of Fong Ding Holdings Limited.
...
(f) Mr. Kai Shing Fong is a citizen of Hong Kong Special Administrative Region, P.R.C.
...
(b) Clark Orient is the direct beneficial owner of 20,205,000 Common Stocks. Mr. Kai Shing Fong, by virtue of being the sole shareholder of Fong Ding Holdings Limited, which is the sole shareholder of Clark Orient, may be deemed to possess indirect beneficial ownership of 20,205,000 Common Stocks. As such, Mr. Kai Shing Fong has indirect, sole voting power and indirect, sole dispositive power with respect to the 20,205,000 Common Stocks.
https://www.sec.gov/Archives/edgar/data/1008653/000149315221001279/sc13d.htm
VCST + Upd. Info.
* * *
VCST
ViewCast.com, Inc.
#Share Structure.
A/S: 100,000,000
O/S: 64,170,223
Restricted O/S: 27,612,535
Unrestricted O/S: 36,557,688
https://www.otcmarkets.com/stock/VCST/security
#Delaware SOS.
Incorporated In: Delaware
Delaware SOS Status: Good Standing
#Reporting Status.
SEC: Form 15 (2013).
https://www.sec.gov/Archives/edgar/data/921313/000119312513441975/d628515d1512g.htm
#NOL.
"At December 31, 2012 the Company has federal income tax net operating loss carryforwards of approximately $65,000,000, which expire at various dates beginning in 2017."
Form 10-Q (For the quarterly period ended: June 30, 2013).
https://www.sec.gov/Archives/edgar/data/921313/000156459013000390/vcst-10q_20130630.htm
"Perhaps the most valuable asset, from the perspective of shareholders, that the Company has been able to retain is an over $70 million tax-loss carry-forward ... "
Letter to Shareholders, 2016.
http://viewcast.com/documents/VCST%20Shareholer%20ltr%20July%202016.pdf
NOL: $70+M.
#Plan of Operation.
"Perhaps the most valuable asset, from the perspective of shareholders, that the Company has been able to retain is an over $70 million tax-loss carry-forward, and now a much cleaner publicly-traded corporate shell. ViewCast is now in a position to seek investment and/or business activity to build shareholder value and take advantage of this substantial tax-loss carry-forward. Alternatively, the shell with its tax-loss carry-forwards is an attractive vehicle for existing private companies (especially in our particular industry) to acquire or merge with so they may benefit from being part of a publicly traded entity."
Letter to Shareholders, 2016
http://viewcast.com/documents/VCST%20Shareholer%20ltr%20July%202016.pdf
"Since our capital reserves have remained flat, we are focusing our energies on finding potential video technology enterprises interested in acquiring what we have to offer: a clean, public shell with a significant tax-loss carry-forward."
Annual Letter, 2018
http://viewcast.com/documents/July%202018%20VCST%20Annual%20letter.pdf
"In light of these realities, we continue to focus our energies on finding potential video technology enterprises interested in acquiring what we have to offer: a clean, public shell
with a significant tax-loss carry-forward."
Shareholder Letter, 2019
http://viewcast.com/documents/July%202019%20VCST%20Shareholder%20letter.pdf
#ViewCast.com, Inc. - Website.
http://viewcast.com
https://www.otcmarkets.com/stock/VCST/profile
* * *
NIMU + Upd. Info.
* * *
NIMU
Non-Invasive Monitoring Systems, Inc.
#Share Structure.
A/S: 400,000,000
O/S: 154,810,655
Restricted O/S: 111,593,393
Unrestricted O/S: 43,217,262
Held at DTC: 39,948,758
https://www.otcmarkets.com/stock/NIMU/security
#Reporting Status.
U.S. Reporting: SEC Reporting
#Florida SOS.
Incorporated In: Florida
Florida SOS Status: INACTIVE
http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=NONINVASIVEMONITORINGSYSTEMS%206817062&aggregateId=domp-681706-93eecf7a-c32f-487c-b9b9-de40ae365acc&searchTerm=Non-Invasive%20Monitoring%20Systems&listNameOrder=NONINVASIVEMONITORINGSYSTEMS%206817062
#Plan of Operation.
"The Company is currently a shell company (as defined in Rule 12b-2 of the Exchange Act)."
"The Company is assessing potential mergers, acquisitions and strategic collaborations."
"The Company is seeking potential mergers, acquisitions and strategic collaborations."
Form 10-Q (for the Quarterly Period ended October 31, 2020).
https://www.sec.gov/Archives/edgar/data/720762/000149315220023536/form10-q.htm
#NOL.
"At July 31, 2020, the Company had available Federal and State net operating loss carry forwards of approximately $16.9 million and foreign net operating loss carry forwards of approximately $0.1 million which expire in various years beginning in 2020."
Form 10-K (For the fiscal year ended July 31, 2020).
https://www.sec.gov/Archives/edgar/data/720762/000149315220020128/form10-k.htm
#Insider Ownership.
Dr. Phillip Frost
Common Stock: 54,690,325
Common Stock (%): 35.3%
Dr. Phillip Frost (Forbes).
https://www.forbes.com/profile/phillip-frost/
Dr. Phillip Frost (Bloomberg).
https://www.bloomberg.com/profile/person/1423894
Dr. Phillip Frost (Wikipedia).
https://en.wikipedia.org/wiki/Phillip_Frost
Jane H. Hsiao
Common Stock: 43,455,734
Common Stock (%): 28.1%
"Jane H. Hsiao, Ph.D., MBA. Dr. Hsiao has served as a Director and Chairman of the Board of Directors (the “Board”) of the Company since October 2008 and as Interim Chief Executive Officer since February 2012. Dr. Hsiao has served as Vice Chairman and Chief Technical Officer of OPKO Health, Inc. (NASDAQ GS:OPK), a specialty healthcare company, since May 2007 and as a director since February 2007. Dr. Hsiao is also a director of each of TransEnterix, Inc. (NYSE: TRXC), a medical device company. Dr. Hsiao previously served as a director of Cocrystal Pharma, Inc. (NASDAQ GM:COCP), a biotechnology company developing antiviral therapeutics for human diseases, Neovasc, Inc. (NASDAQ CM:NVCN), a company developing and marketing medical specialty vascular devices. Dr. Hsiao served as the Vice Chairman-Technical Affairs of IVAX from 1995 to January 2006. Dr. Hsiao served as Chairman, Chief Executive Officer and President of IVAX Animal Health, IVAX’s veterinary products subsidiary, from 1998 to 2006."
Form 10-K (For the fiscal year ended July 31, 2020).
https://www.sec.gov/Archives/edgar/data/720762/000149315220020128/form10-k.htm
Jane H. Hsiao (Forbes).
https://www.forbes.com/profile/jane-hsiao/
Jane H. Hsiao (Bloomberg).
https://www.bloomberg.com/profile/person/1455827
* * *
Form 8-K/A
https://www.sec.gov/Archives/edgar/data/1499684/000164033420002438/acez_8ka.htm
Mr. Yu Yang currently is, and has been for the past seven years, the Chairman of Chitose International Industrial Group Co. Ltd. (“Chitose”) which is a medium and large industrial holding company in China. Chitose headquarters are in Beijing, however it maintains offices throughout China. Mr. Yang brings 10 years of management experience to the Company. He holds a Master’s Degree in Philosophy from Peking University.
...
Zoominfo: Revenue = $40 Million
https://www.zoominfo.com/c/eprodigy-financial-llc/371775733
#Form 10-Q (For the quarterly period ended June 30, 2020).
"Our Board of Directors is exploring strategic alternatives, which may include future acquisitions, a merger with another company or the sale of the public shell company."
#Form 10-K (For the fiscal year ended December 31, 2019).
"Searching for Business Combination Candidate.
The Company is undercapitalized. The Company is seeking a business combination candidate that would bring revenue and/or asset value to the Company. A business combination candidate would most probably be a private company that seeks to become a publicly traded company through a business combination transaction with a publicly held and quoted company. Often times these business combination transactions are termed “reverse mergers” or “reverse acquisitions” whereby the private company acquires a controlling interest in the publicly held company."
Shell Pre-Merger Play ... IMO
Held at DTC: 251,644 (08/27/2020)
ACEZ + All Time High !!!
ACEZ - Ariel Clean Energy, Inc.
Shell
Pink Current Information
U.S. Reporting: SEC Reporting
Incorporated In: Delaware
https://www.otcmarkets.com/stock/ACEZ/profile
#Form 10-Q (For the quarterly period ended March 31, 2020):
"Ariel Clean Energy Inc. (“Ariel” or “the Company”) is currently seeking new business opportunities with established business entities for merger with or acquisition of a target business."
https://www.sec.gov/ix?doc=/Archives/edgar/data/1499684/000164033420001997/acez_10q.htm
#Share Structure:
A/S: 1,000,000,000 (07/10/2020)
O/S: 113,296,421 (07/10/2020)
Restricted O/S: 109,899,346 (07/10/2020)
Unrestricted O/S: 3,397,075 (07/10/2020)
Insider Ownership: 83%
* * *
ACEZ - Ariel Clean Energy, Inc.
Shell
Pink Current Information
U.S. Reporting: SEC Reporting
Incorporated In: Delaware
https://www.otcmarkets.com/stock/ACEZ/profile
#Form 10-Q (For the quarterly period ended March 31, 2020):
"Ariel Clean Energy Inc. (“Ariel” or “the Company”) is currently seeking new business opportunities with established business entities for merger with or acquisition of a target business."
https://www.sec.gov/ix?doc=/Archives/edgar/data/1499684/000164033420001997/acez_10q.htm
#Share Structure:
A/S: 1,000,000,000 (07/10/2020)
O/S: 113,296,421 (07/10/2020)
Restricted O/S: 109,899,346 (07/10/2020)
Unrestricted O/S: 3,397,075 (07/10/2020)
Insider Ownership: 83%
* * *
ACEZ + Pink Current Information + SEC Reporting
https://www.otcmarkets.com/stock/ACEZ/profile
Tier Change: 08/08/2020
Old Tier: Pink No Information
New Tier: Pink Current Information
Form 10-Q
Myrexis, Inc. (MYRX) - Institutional Ownership.
Gabelli ABC Fund.
Shares: 433K
Form NPORT-P (Monthly Portfolio Investments Report).
Filing Date: 2020-02-26
https://www.sec.gov/Archives/edgar/data/893783/000175272420037816/xslFormNPORT-P_X01/primary_doc.xml
Gabelli ABC Fund.
- The Gabelli ABC Fund’s investment objective is to achieve total returns that are attractive to investors in various market conditions without excessive risk of capital loss.
- The Adviser focuses the Fund on arbitrage strategies – investing in event driven situations such as announced mergers, spin-offs, split-ups, liquidations and reorganizations – and may hold a significant portion of its assets in U.S. Treasury bills in anticipation of quick non market correlated opportunities.
- The Fund may also invest in value-oriented common stocks and convertible securities.
https://www.gabelli.com/Gab_pdf/factsheets/408facts.pdf
Unrestricted O/S: 3,397,075 (Transfer Agent Verified - 04/03/2020).
#Form 10-Q (For the quarterly period ended June 30, 2018).
Ariel Clean Energy Inc. “Ariel” or “the Company”) is currently seeking new business opportunities with established business entities for merger with or acquisition of a target business.
I have no idea on a timeline ...
Exploring the Investor Impact of an SEC Rule Proposal.
OTC Markets - Blog:
https://blog.otcmarkets.com/2020/05/01/exploring-the-investor-impact-of-an-sec-rule-proposal/
Apr. 16, 2020.
Ronald A. Woessner, Principal, Woessner & Associates; Brett Bushnell, Texas A&M School of Law J.D. Candidate 2020; and David Lazar, CEO, Activist Investing LLC.
https://www.sec.gov/comments/s7-14-19/s71419-7074321-215550.pdf
https://www.sec.gov/comments/s7-14-19/s71419.htm
Exploring the Investor Impact of an SEC Rule Proposal.
OTC Markets - Blog:
https://blog.otcmarkets.com/2020/05/01/exploring-the-investor-impact-of-an-sec-rule-proposal/
Exploring the Investor Impact of an SEC Rule Proposal.
OTC Markets - Blog:
https://blog.otcmarkets.com/2020/05/01/exploring-the-investor-impact-of-an-sec-rule-proposal/
UNITED STATES OF AMERICA
BEFORE THE
SECURITIES AND EXCHANGE COMMISSION
INVESTMENT COMPANY ACT OF 1940
Release No. 33847 / April 22, 2020
In the Matter of
WATERSIDE CAPITAL CORPORATION
140 West 31 st Street
2 nd Floor
New York, NY 10001
(811-08387)
ORDER UNDER SECTION 8(f) OF THE INVESTMENT COMPANY ACT OF 1940
DECLARING THAT APPLICANT HAS CEASED TO BE AN INVESTMENT COMPANY
Waterside Capital Corporation filed an application on January 18, 2018, and amendments to the application on June 4, 2018, October 30, 2019, June 12, 2019, August 26, 2019, December 20, 2019, and February 26, 2020, requesting an order under section 8(f) of the Act declaring that it has ceased to be an investment company.
On March 4, 2020, a notice of filing of the application was issued (Investment Company Act Release No. 33810). The notice gave interested persons an opportunity to request a hearing and stated that an order disposing of the application would be issued unless a hearing was ordered. No request for a hearing has been filed, and the Commission has not ordered a hearing.
The matter has been considered and it is found, on the basis of the information set forth in the application, as amended, that applicant has ceased to be an investment company.
Accordingly, in the matter of Waterside Capital Corporation (File No. 811-08387), IT IS ORDERED, under section 8(f) of the Act, that applicant’s registration under the Act shall
immediately cease to be in effect.
For the Commission, by the Division of Investment Management, under delegated authority.
J. Matthew DeLesDernier
Assistant Secretary
https://www.sec.gov/rules/icdereg/2020/ic-33847.pdf
https://www.sec.gov/rules/icdereg.shtml
Corner of Berkshire & Fairfax Message Board.
https://www.cornerofberkshireandfairfax.ca/forum/general-discussion/i-am-done-with-interactive-brokers!/10/
"Just a heads up for folks on the forum that use Interactive Brokers for some of their business - they have a new policy where they will lock you out from trading any security you own more than 1% of the outstanding shares of. When you tell them you are not an affiliate of the issuer, a compliance analyst at IB will perform due diligence to verify you are not an affiliated person. Then they will unlock your accounts to trade that security for a period of 2 weeks. Then you have to do it all over again. Every two weeks - unless you transfer the shares out to another broker.
Some companies are quite small and 1% of the shares is nothing. These also tend to be the least liquid securities to trade. The kind of securities you need to be unlocked for trading at all times in order to take advantage of momentary liquidity and price changes."
"Yes, it’s fucking terrible. To make it worse, on top of the 1% rule they seem to select positions arbitrarily, e.g. I also got restricted from trading in some securities where I own far, far less than 1%. I also hear from people that they can trade some stocks in one account but not in another. All seems quite a clusterfuck and if they keep this up I’ll probably have to move a significant part of my account elsewhere."
"The poor compliance guy I spoke to yesterday (David) sounded like he had been being screamed at by customers all day. He kept expecting me to blow up on him or something. I felt bad for the guy.. He couldn't even tell me where the cut-off of ownership was - all he would say is "something like 3/4 to 1% of shares outstanding." The main issue I'm dealing with I'm at 3% of shares outstanding and that's not close where I can sell a few over two weeks time and have them leave me alone.
We'll see how this policy evolves after they've had to do this dance every two weeks in perpetuity for a while. Its not like I'm magically going to transform into an affiliated person next month."
ENZN NOL: $100+M
ENZN - Enzon Pharmaceuticals, Inc.
FORM 10-K (For the Fiscal Year Ended December 31, 2019).
https://www.sec.gov/Archives/edgar/data/727510/000110465920022802/tm205379-1_10k.htm
"At December 31, 2019, the Company had federal net operating loss carryforwards of approximately $101.6 million, of which approximately $100.6 million will expire in the years 2025 through 2036, and New Jersey state net operating loss carryforwards of approximately $23.9 million that expire in the years 2031 through 2039."
RM coming!
FORM 10-K
For the fiscal year ended December 31, 2019.
https://www.sec.gov/Archives/edgar/data/847942/000149315220006379/form10-k.htm
###
Liquidity and Capital Resources.
At December 31, 2019, the Company had liquid assets in the form of cash of $64,615 and prepaid expense in the amount of $1,750 and liabilities of $0. This compares to cash of $148,579 and other current assets of $5,250 as of December 31, 2018. The Company’s decrease in assets over the period was due to expenses incurred in maintaining the Company’s public status and seeking a suitable acquisition/merger candidate.
The Company had no material commitments for capital expenditures at December 31, 2019.
###
FORM 10-K
For the fiscal year ended December 31, 2018.
https://www.sec.gov/Archives/edgar/data/847942/000149315219004454/form10-k.htm
###
Liquidity and Capital Resources.
At December 31, 2018, the Company had liquid assets in the form of cash and cash equivalents of $148,579, additional current assets in the form of prepaid rent and rent deposit totaling $5,250 and liabilities of $0.
The Company had no material commitments for capital expenditures at December 31, 2018.
###
FORM 10-K
For the fiscal year ended December 31, 2017.
https://www.sec.gov/Archives/edgar/data/847942/000149315218004512/form10-k.htm
###
Liquidity and Capital Resources.
At December 31, 2017, the Company had liquid assets in the form of cash and cash equivalents of $244,160, additional current assets in the form of prepaid rent and rent deposit totaling $5,250 and liabilities of $0.
The Company had no material commitments for capital expenditures at December 31, 2017.
###