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No, being a foreign company with a large spreadsheet makes the process take longer whether it's by RM or IPO. The IPO route would take twice as long.
Gifa is a foreign company. You do realize that, right?
The IPO route would take twice as long.
Doesn't anyone pay attention to the SEC forms and other important articles provided?
1. Apple isn't reverse merging into the exchange. It's already there, so that's a non-issue.
2. It's possible that Aul is waiting for Q4 financials to be filed and audited because... Form 8-K Item 9.01 requires a company to have two years of audited financials in order to merge. Take note, I said "possibility". 2018 is over and done with, the fiscal year ended for Gifa on 12/31/18, and all that's left is the Q4 to be filed. Everything else is done.
3. Another "possibility" is that he's waiting because of the government shutdown, and is doing so as a precautionary measure of some sort. If he's holding back for that reason, I don't know what that reason is.
4. Then we have this "possibility".
“People typically go out in early January with IPOs because if you price after Feb. 14, you need your audit for 2018,” said David Goldschmidt, global head of capital markets at Skadden Arps Slate Meagher & Flom LLP. “The window to price by Feb. 14 is closing and if people aren’t able to do their deals by then there’s a chance we could lose a good part of the first quarter for IPOs.”
https://www.bloomberg.com/news/articles/2019-01-08/shutdown-sort-of-maybe-might-delay-m-a-deals-companies-warn
It's in the process. Thanks for asking.
There is, but looking at the present time frame makes me wonder if he's going to wait until Q4 is audited. If you read my post explaining the Super 8-K, Title 9.01 of the 8-K requires two full years of audited financials.
Just a thought.
This tiny O/S doesn’t seem so tiny anymore, does it?
I agree.
The share price went up, and the number of shares went down.
There's always the possibility of a reverse split, and yes, it is conjecture. I'm in a stock now that had an 18M O/S that did a 1:20 r/s. I never thought it could happen, but it did.
I'm not saying it will happen here, and I hope it doesn't. We'll find out soon enough.
Why?
That's actually good to know. Thank you for that.
They didn't do a reverse split because they didn't have to. I never said all of them do; I said "most". I hope this isn't one of them.
That would be great.
Absolutely not.
According to the video I watched, they HAVE to do a reverse merger depending on their assets. Of course not all of them do if they don't have to, but most do. I can't argue the point either way since I'm not a SEC lawyer.
The only concern I have regarding the reverse merger is what happens after they release financials. I learned from watching the video the other poster provided is that most companies MUST do a reverse split before releasing their Super 8-K, which is based on how much money the company is worth.
I know there are many people here who believe that the r/s won't happen because of the small O/S and what the company is possibly worth, but it also depends on what percentage of assets are transferred to the exchange. A few guys, who are pretty knowledgeable with RMs, expressed their opinions saying that either they won't do a reverse split, or if they do, it will be pretty small. I just don't know what is considered "small".
As far as I'm concerned, any reverse split (not matter how small) before the merger would suck.
Well, at least it isn't sinking to the trips like someone predicted about 120,000 times.
$GIFX
Welcome to the world of modern day reverse mergers.
Another new term, Super 8K.
Why file a "fake 8-k" and waste time? I'm going by the 8-k and stervc's great DD at the top of this page
Who is Kisa?
So was just saying the RM is not complete? Says the super 8K would be filed within four days of the closing.
ALSO, RM STILL NOT COMPLETE. ANOTHER FACT.
FINANCIALS NOT POSTED. FACT.
CAVEAT EMPTOR - FACT!!
Everybody knows it was Kisa.
Important facts to note regarding the SUPER 8K
A SUPER 8K is an industry term used for a Form 8K filed under Item 2.01 for the completion of a transaction, and under 5.06 to report a change in shell status and must be filed within 4 business days of the closing. The 8K requires that the company file information that would be required if the company was filing a Form 10 registration statement including audited financial statement included inside.
Item 5.06 -Change in Shell Company Status.
If a registrant that was a shell company, other than a business combination related shell company, as those terms are defined in Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2), has completed a transaction that has the effect of causing it to cease being a shell company, as defined in Rule 12b-2, disclose the material terms of the transaction. Notwithstanding General Instruction B.3. to Form 8-K,
if any disclosure required by this Item 5.06 is previously reported, as that term is defined in Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2), the registrant may identify the filing in which that disclosure is included instead of including that disclosure in this report.
In other words, the SUPER 8K is an 8K with a Form 10 registration statement included inside.
The SEC guidance on a SUPER 8K is in the form of a summary of common SEC staff comments in response to filings. The SEC stresses filers to make sure to provide the necessary disclosures required by Items 2.01, 5.01, and 9.01; and to be sure to fully support the conclusion that they’re no longer a shell company. This includes a discussion of current and future business operations, and how a company generates or intends to generate revenue.
Item 2.01 requires disclosure of information pertaining to the transaction itself. The SEC guidance reminds companies that an asset acquisition can result in a company no longer being a shell company in the same way that a business acquisition can, and thus requires a SUPER 8K filing within 4 business days.
Item 2.01 Completion of Acquisition or Disposition of Assets.
If the registrant or any of its majority-owned subsidiaries has completed the acquisition or disposition of a significant amount of assets, otherwise than in the ordinary course of business, disclose the following information:
(a) the date of completion of the transaction;
(b) a brief description of the assets involved;
(c) the identity of the person(s) from whom the assets were acquired or to whom they were sold and the nature of any material relationship, other than in respect of the transaction, between such person(s) and the registrant or any of its affiliates, or any director or officer of the registrant, or any associate of any such director or officer;
(d) the nature and amount of consideration given or received for the assets and, if any material relationship is disclosed pursuant to paragraph (c) of this Item 2.01, the formula or principle followed in determining the amount of such consideration;
(e) if the transaction being reported is an acquisition and if a material relationship exists between the registrant or any of its affiliates and the source(s) of the funds used in the acquisition, the identity of the source(s) of the funds unless all or any part of the consideration used is a loan made in the ordinary course of business by a bank as defined by Section 3(a)(6) of the Act, in which case the identity of such bank may be omitted provided the registrant:
(1) has made a request for confidentiality pursuant to Section 13(d)(1)(B) of the Act; and
(2) states in the report that the identity of the bank has been so omitted and filed separately with the Commission; and (f) if the registrant was a shell company, other than a business combination related shell company, as those terms are defined in Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2), immediately before the transaction, the information that would be required if the registrant were filing a general form for registration of securities on Form 10 under the Exchange Act reflecting all classes of the registrant’s securities subject to the reporting requirements of Section 13 (15 U.S.C. 78m) or Section 15(d) (15 U.S.C. 78o(d)) of such Act upon consummation of the transaction. Notwithstanding General Instruction B.3. to Form 8-K, if any disclosure required by this Item 2.01(f) is previously reported, as that term is defined in Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2),
the registrant may identify the filing in which that disclosure is included instead of including that disclosure in this report.
Instructions.
1. No information need be given as to:
(i) any transaction between any person and any wholly-owned subsidiary of such person;
(ii) any transaction between two or more wholly-owned subsidiaries of any person; or
(iii) the redemption or other acquisition of securities from the public, or the sale or other disposition of securities to the public,
by the issuer of such securities or by a wholly-owned subsidiary of that issuer.
2. The term acquisition includes every purchase, acquisition by lease, exchange, merger, consolidation, succession or other acquisition, except that the term does not include the construction or development of property by or for the registrant or its subsidiaries or the acquisition of materials for such purpose. The term disposition includes every sale, disposition by lease, exchange, merger, consolidation, mortgage, assignment or hypothecation of assets, whether for the benefit of creditors or otherwise, abandonment, destruction, or other disposition.
3. The information called for by this Item 2.01 is to be given as to each transaction or series of related transactions of the size indicated. The acquisition or disposition of securities is deemed the indirect acquisition or disposition of the assets represented by such securities if it results in the acquisition or disposition of control of such assets.
4. An acquisition or disposition shall be deemed to involve a significant amount of assets:
(i) if the registrant’s and its other subsidiaries’ equity in the net book value of such assets or the amount paid or received for the assets upon such acquisition or disposition exceeded 10% of the total assets of the registrant and its consolidated subsidiaries; or (ii) if it involved a business (see 17 CFR 210.11-01(d)) that is significant (see 17 CFR 210.11-01(b)).
Acquisitions of individually insignificant businesses are not required to be reported pursuant to this Item 2.01 unless they are related businesses (see 17 CFR 210.3-05(a)(3)) and are significant in the aggregate.
5. Attention is directed to the requirements in Item 9.01 (Financial Statements and Exhibits) with respect to the
filing of:
(i) financial statements of businesses acquired;
(ii) pro forma financial information; and (iii) copies of the plans of acquisition or disposition as exhibits to the report
The SEC specifically states, ”We frequently remind companies that Instruction 2 of Item 2.01 makes clear that the term “acquisition” includes every purchase.”
Acquisition by lease, exchange, merger, consolidation, succession, or other acquisitions. When a company’s reverse merger includes an asset acquisition, the asset acquisition portion of the transaction requires full disclosure as if it were a standalone transaction. Item 5.01 requires disclosures regarding a change of control.
The SEC frequently reminds filers that they must include all the disclosures required by this item including new information on the new control persons, and as required in a Form 10, full biographical disclosures must be included.
Item 5.01 Changes in Control of Registrant.
(a) If, to the knowledge of the registrant’s board of directors, a committee of the board of directors or authorized officer or officers of the registrant, a change in control of the registrant has occurred, furnish the following information:
(1) the identity of the person(s) who acquired such control;
(2) the date and a description of the transaction(s) which resulted in the change in control;
(3) the basis of the control, including the percentage of voting securities of the registrant now beneficially owned directly or indirectly by the person(s) who acquired control;
(4) the amount of the consideration used by such person(s);
(5) the source(s) of funds used by the person(s), unless all or any part of the consideration used is a loan made in the ordinary course of business by a bank as defined by Section 3(a)(6) of the Act, in which case the identity of such bank may be omitted provided the person who acquired control:
(i) has made a request for confidentiality pursuant to Section 13(d)(1)(B) of the Act; and
(ii) states in the report that the identity of the bank has been so omitted and filed separately with the
Commission.
(6) the identity of the person(s) from whom control was assumed;
(7) any arrangements or understandings among members of both the former and new control groups and their associates with respect to election of directors or other matters; and
(8) if the registrant was a shell company, other than a business combination related shell company, as those terms
are defined in Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2), immediately before the change in control, the information that would be required if the registrant were filing a general form for registration of securities on Form 10 under the Exchange Act reflecting all classes of the registrant’s securities subject to the reporting requirements of Section 13 (15 U.S.C. 78m) or Section 15(d) 14 (15 U.S.C. 78o(d)) of such Act upon consummation of the change in control, with such information reflecting the registrant and its securities upon consummation of the transaction. Notwithstanding General Instruction B.3. to Form 8-K, if any disclosure required by this Item 5.01(a)(8) is previously reported, as that term is defined in Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2), the registrant may identify the filing in which that disclosure is included instead of including that disclosure in this report.
(b) Furnish the information required by Item 403(c) of Regulation S-K (17 CFR 229.403(c)).
Item 9.01 is the Financial Statement and Exhibits section in the Form 8K. The SEC frequently reminds filers that they must include historical financial statements of the acquired private operating business or assets. In particular, the SUPER 8K must include two years of audited financial statements, and unaudited reviewed sub periods to date and pro forma financials. A SUPER 8K must include all Exhibits required to be filed with a Form 10. Although an 8K usually does not allow for a corporation by reference, the instruction for a SUPER 8K specifically allows for corporation by reference to other filings that contain disclosure or information that must be included in the SUPER 8K.
Item 9.01 Financial Statements and Exhibits.
List below the financial statements, pro forma financial information and exhibits, if any, filed as a part of this report.
(a) Financial statements of businesses acquired.
(1) For any business acquisition required to be described in answer to Item 2.01 of this form, financial statements of the business acquired shall be filed for the periods specified in Rule 3-05(b) of Regulation S-X (17 CFR 210.3-05(b)) or Rule 8-04(b) of Regulation S-X (17 CFR 210.8-04(b)) for smaller reporting companies.
(2) The financial statements shall be prepared pursuant to Regulation S-X except that supporting schedules need not be filed. A manually signed accountant’s report should be provided pursuant to Rule 2-02 of Regulation S-X (17 CFR 210.2-02).
(3) With regard to the acquisition of one or more real estate properties, the financial statements and any additional information specified by Rule 3-14 of Regulation S-X (17 CFR 210.3-14) or Rule 8-06 of Regulation S-X (17 CFR 210.8-06) for smaller reporting companies.
(4) Financial statements required by this item may be filed with the initial report, or by amendment not later than 71 calendar days after the date that the initial report on Form 8-K must be filed. If the financial statements are not included in the initial report, the registrant should so indicate in the Form 8-K report and state when the required
financial statements will be filed. The registrant may, at its option, 21 include unaudited financial statements in the initial report on Form 8-K.
(b) Pro forma financial information.
(1) For any transaction required to be described in answer to Item 2.01 of this form, furnish any pro forma financial information that would be required pursuant to Article 11 of Regulation S-X (17 CFR 210) or Rule 8-05 of Regulation S-X (17 CFR 210.8-05) for smaller reporting companies.
(2) The provisions of paragraph (a)(4) of this Item 9.01 shall also apply to pro forma financial information relative to the acquired business.
(c) Shell company transactions. The provisions of paragraph (a)(4) and (b)(2) of this Item shall not apply to the
financial statements or pro forma financial information required to be filed under this Item with regard to any transaction required to be described in answer to Item 2.01 of this Form by a registrant that was a shell company, other than a business combination related shell company, as those terms are defined in Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2), immediately before that transaction. Accordingly, with regard to any transaction required to be described in answer to Item 2.01 of this Form by a registrant that was a shell company,
other than a business combination related shell company, immediately before that transaction, the financial statements and pro forma financial information required by this Item must be filed in the initial report. Notwithstanding General Instruction B.3. to Form 8-K, if any financial statement or any financial information required to be filed in the initial report by this Item 9.01(c) is previously reported, as that term is de
fined in Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2), the registrant may identify the filing in which that
disclosure is included instead of including that disclosure in the initial report.
(d) Exhibits. The exhibits shall be deemed to be filed or furnished, depending on the relevant item requiring such exhibit, in accordance with the provisions of Item 601 of Regulation S-K (17 CFR 229.601)and Instruction B.2 to this form.
Instruction.
During the period after a registrant has reported a business combination pursuant to Item 2.01 of this form, until the date on which the financial statements specified by this Item 9.01 must be
filed, the registrant will be deemed current for purposes of its reporting obligations under Section 13(a) or 15(d) of the Exchange Act (15 U.S.C. 78m or 78o(d)). With respect to filings under the Securities Act, however,
registration statements will not be declared effective and post-effective amendments to registrations statements will not be declared effective unless financial statements meeting the requirements of Rule 3-05 of Regulation S-X (17 CFR 210.3-05) are provided. In addition, offerings should not be made pursuant to effective registration statements, or pursuant to Rule 506 of Regulation D (17 CFR 230.506) where any purchasers are not accredited investors under Rule 501(a) of that Regulation, until the audited financial statements required by Rule 3-05 of Regulation S-X (17 CFR 210.3-05) are filed; provided, however, that the following offerings or sales of securities may proceed notwithstanding that financial statements of the acquired business have not been filed:
(a) offerings or sales of securities upon the conversion of outstanding convertible securities or upon the exercise of outstanding warrants or rights;
(b) dividend or interest reinvestment plans;
(c) employee benefit plans;
(d) transactions involving secondary offerings; or
(e) sales of securities pursuant to Rule 144 (17 CFR 230.144).
hahahah...oh man, this is just to funny to hear the same bullshit excuses over and over again...
Oh I see. The company itself is a scam because a couple of jackoff day traders are allegedly doing something illegal. NOW THAT'S FUNNY!!
GIFX Timeline
4/17/2017 : FRFS Shetty files SEC form 15-12G
Deregistering as a SEC filer- a move often taken by companies going broke, as it’s super expensive to pay for CPA’s and audits, etc. Also common, if the person is thinking of perhaps selling the company as a shell merger down the road
9/26/2017 Ralph Amato CEO of FRFS resigns and returns his stock (former Shetty stock) as treasury stock. Shetty already resigned prior to that.
10/17/2017 FRFS amends the NV Secretary of State filings changing company name to GIFA Inc. THIS MOMENT IN TIME, I’d “guess” is the official moment when “Firefish” became the new corporation GIFA Inc, as it’s the company’s corporate documents being changed that matter from a corporate legal perspective. New company officers are installed, ALL GIFA Inc personnel plus William Aul, meaning Shetty and Amato are gone and can not control or run anything at the corporation any longer from a legal stand point.
6/13/2018 SEC EDGAR 1st 10-Q filed covering past due FRFS operations
6/13/2018 SEC , 2nd 10-Q filed covering past due FRFS operations
6/13/2018 SEC 3rd 10-Q filed covering past due FRFS operations
7/27/2018 SEC 4th10-Q filed covering past due FRFS operations
7/27/2018 SEC 5th10-Q filed covering past due FRFS operations
7/27/2018 SEC 6th10-Q filed covering past due FRFS operations
7/27/2018 SEC 1st 10-K (AUDITED, which means paid for and with new auditor B.F. Borgers of Colorado, a reputable firm and not a "OTC prohibited company") filed covering past due FRFS operations to end of year 2016
9/24/2018 FINRA approves company name change to GIFA Inc, grants new CUSIP Number (as far as FINRA is concerned, at this point- “Firefish” no longer exists)
9/26/2018 William Aul issues GIFA FIRST EVER English language and official company PR, using Global Newswire service, announcing the FINRA name change. William Aul, company attorney, on the PR lists himself as “company contact” with phone and email address given
10/22/2018 FINRA approves/grants new trading symbol GIFX
10/25/2018 William Aul issues 2nd ever English language official GIFX PR and makes a point in that one, to specifically let Yesilada speak, and Yesilada speaks with title of “GIFA Inc CEO” and says, “We’re pleased things are going well, and we are SEC EDGARIZED and moving ahead” (Paraphrasing)
1/11/2019 - Just waiting on financials before the RM
That isn't promotion. It's simply DD. This is too funny!!!
Easy enough... the facts that are relevant.
It's not too hard of a question. You got it right. There is manipulation and shorting going on, and that's more than obvious. What made me burst out laughing was the suggestion of some kind of a promotion going on.
LMAO!!!! WHERE???!!!???
Retail was definitely involved with that 200k bid from yesterday. If there were promoters who were paid to pump this, it was the quietest pump I'd ever seen. It's most likely a group selling to each other along with some manipulation.
William Aul as company co-secretary and legal council is not only a 38 year highly experienced SEC securities attorney, he's also a PROFESSOR OF SECURITIES LAW at a San Diego University
GIFX!!!
I agree.
If they haven't processed or completed the approval, then we'll have to wait longer. Hopefully, Congress will come to an agreement today.
$GIFX Our reverse merger delay could very well be because of the shutdown. I thought of the possibility, and BlueRayn found this article that strongly suggests it.
https://www.bloomberg.com/news/articles/2019-01-08/shutdown-sort-of-maybe-might-delay-m-a-deals-companies-warn
Thank you for that. That seems to be the most viable explanation yet. Good job!
$GIFX
Give him a call and ask him then.
William Aul
(619) 497-2555
Either he or another staff member will be happy to take your call. You have a few hours left since it's Pacific Standard Time.