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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)
That gets us to today, January 21, 2019 awaiting Q4 audit!
$GIFX
Doubters criticized Gifa before the 2016 financials were released... It happened.
Doubters criticized Gifa before the ticker change... It happened.
Doubters criticized Gifa before the name change... It happened.
Doubters are now criticizing Gifa for not releasing the remaining financials... IT WILL SOON HAPPEN!!! After all, they DID change their fiscal year ending to DECEMBER 31!!!
Q4 has ended, and is in the process of being audited...
GIFX!!!
$GIFX
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!!!
$GIFX RAISES 2019 LOAN TARGETS TO $75 BILLION EUROS!
http://www.haberinyoksa.com/ekonomi/yusuf-kisa-2019-kredi-limiti-hedefimiz-75-milyar-euro-h19249.html
I LOVE IT!!!!
$GIFX
$GIFX
Now is the time buy this. It is so oversold!!!
The SEC attorney is William Aul who is very experienced!!!
When the final financials hit, and when we go current is when the 0.30 high will look like child's play!
$GIFX
$GIFX RAISES 2019 LOAN TARGETS TO $75 BILLION EUROS!
http://www.haberinyoksa.com/ekonomi/yusuf-kisa-2019-kredi-limiti-hedefimiz-75-milyar-euro-h19249.html
$GIFX
Especially when having the opportunity to ride on free shares.
Is this the one you're referring to?
This is the one you're referring to?
I would, but I have no idea when it will happen. I do know that in order for it to go through, there will have to be two full years of audited financials, and Q4 hasn't been audited yet.
GIFX How big of a company is GIFA?
GIFA is a multinational holding company with divisions in the business & finance, media & communications, hospitality & tourism industries
https://gifaholding.com/index.html
In 2014, GIFA holdings had $22 billion assets under management and over 1,000 employees
http://www.yenibakisgazetesi.com/gifa-green-islands-finance-ltd/5978/
In 2016, GIFA ran a recap process and received offers of $700 million dollars for 30% - which implies $2.1 billion total EV of GIFA
http://www.oncevatan.com.tr/guncel/gifa-holdingden-700-milyon-dolarlik-dev-hamle-h92413.html
In 2017, GIFA invested $12 million into a new head office with room for over 300 employees
http://www.scotlandyardnews.com/gifa-holding-president-reveals-plans-for-gifa-inc-s-12m-building/1398/
GIFA's financial consultancy division employs over 200 staff and grew to gross a remarkable revenue turnover of 2 billion euros
http://www.yenibakisgazetesi.com/who-is-yusuf-kisa/27950/
GIFA advised on 18 billion euros in financing deals in 2017. It estimates closing 2018 with over 50 billion euros in deals. As of March 2018, GIFA had done in excess of 12 billion euros
http://www.haberinyoksa.com/roportaj/gifa-holdingin-2018-hedefi-50-milyar-euro-h19194.html
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.
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.
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).
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