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Only the facts please. That r/s was aThe last action taken by the CEO of Machinetalker. It was part of the cleanup process with also included transfer of all debt to WDTI subsid to clear solar3d of all debt.
It should not be used to say done before will do again. Entirely differant situation.
http://www.getfilings.com/sec-filings/110701/MACHINETALKER-INC_8-K/
Read the charter. We have no say.
Whoa, maybe you need to re read his post, then take a course in irony. And then find something relevant to SLTD to post, because your last one certainly was'nt.
Looks like very slow day. Not expecting anything dramatic unless more news. Onle half mill traded in first hour no excitment there. Think big excite ment will be Orion splash down around 11:24 eastern. NASA will have drone up recording re entery from I think around 23,000 feet. Could be really neat to see.
Agree. Could be a good intermediate step to big board. Also a logical step. Good call. Now we wait as normal to see what surprise JN has up his sleeve.
What did I miss? I was under the impression we were, are, OTCQB! That as opposed to OTCPINK. Did I get something wrong? If not why are we talking about QB as our new senior board. Very confusing.
Exactly. None of use know all the differant routes that may be available. Any one saying we can't should be aware that that word can't should not be in anybodies vocabulary. You always CAN you just need to find the way. Using can't, to me is an automatic self defeat. Just like using the word but is argumentative and makes everybody bristle.
Enjoyed the orion launch this morning. Couldn't see crap since south Brevard was enjoying rain. Didn't even get a glow we sometimes get through the clouds, but my or my the rumble of that Delta Heavy, whoa only a Saturn is loader. Orion is flying higher and higher just like SLTD is and will be doing. Now if we can just become a four pound white truffle.
The great thing is that none of us know what Jim Nelson knows and none of us are anywhere equal in SEC intellect as our new lawyers are. So bottom line is that nobody here has a clue as to how we are going to get uplisted, nor do we know who tyat board will be. The IMPORTANT THING is we know that there is the potential to uplist.
As i understand it. Must maintain that for five days prior to uplisting. So far nobody seems to have found a reversal of that change. Did get one response that all the companies listed in that PR are out of BSS but then so what?
Thank you. Responses?
I appreciate that you belive manipulation doesn't happen. Do yourself a favor and read up on "Dark Pools" you might just change your mind. More things in heanen and earth etc. Etc. Etc.
To the best of my knowleged this has not been revoked or reversed.
This should get some thinking. Enjoy the read.
SEC APPROVES ALTERNATIVE NASDAQ LISTING REQUIREMENTS
Posted on May 14, 2012 by RedChip Blogger Leave a comment
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A recent change in the listing requirements for the NASDAQ Capital Market gives more small-cap companies the opportunity to uplist to the senior exchange.
On April 18, the Securities and Exchange Commission approved an alternative to the $4 initial listing bid price requirement for the NasdaqCM. The rule change is meant to level the playing field between the NASDAQ Stock Market and its main competitor, the NYSE Amex. Prior to the rule change, the NYSE Amex required companies to have a minimum stock price of $2 to $3, while the NasdaqCM required a price of $4. As a result, numerous small-cap stocks trading between $2 and $4 were shut out of the NasdaqCM. According to the NASDAQ Stock Market’s proposal, filed in January, “A number of companies have indicated a preference to initially list on the Capital Market instead of NYSE Amex and have expressed frustration at their inability to do so without reverse splitting their stock.”
Under the new NasdaqCM requirements, a stock can qualify for listing if it closes at $3 or above for at least five consecutive business days prior to approval. The five-day requirement is in place to reduce the risk of price manipulation aimed at allowing a security to qualify for listing. In addition to the $3 share price requirement, the company must meet the following requirements:
Stockholders’ equity of at least $5 million
Market value of publicly held shares of at least $15 million
Two years of operating history
Or:
Net income from continuing operations of $750,000 in the most recently completed fiscal year or in two of the three most recently completed fiscal years
Stockholders’ equity of at least $4 million
Market value of publicly held shares of at least $5 million.
Securities with a $2 minimum closing price for five consecutive business days prior to the approval can also qualify for listing on the NasdaqCM if they meet the Market Value of Listed Securities Standard, which requires a market value of listed securities of at least $50 million, stockholders’ equity of at least $4 million, and a market value of publicly held shares of at least $15 million
In addition, companies must demonstrate that they have more than $2 million in net tangible assets if they have been in continuous operation for at least three years, or more than $5 million if they’ve been in continuous operation for less than three years. A company must also have average revenue of at least $6 million for the past three years. All other requirements for listing on the Capital Market are the same or higher than those of the NYSE Amex. A copy of the NASDAQ Stock Market’s original proposal is available on the SEC website.
With the new requirements, the NASDAQ Stock Market becomes more competitive with the NYSE Amex, and emerging growth companies now have another avenue to benefit from the increased exposure, liquidity, and access to capital that comes with uplisting to a senior exchange. As would be expected, two companies that RedChip helped uplist, L & L Energy (NASDAQ: LLEN) and Longwei Petroleum (NYSE Amex: LPH), both saw substantial valuation gains after moving to senior exchanges. Other RedChip clients that could qualify for uplisting over the next 6 to 12 months include ChromaDex Corp. (OTC BB: CDXC), a natural products company and producer of the dietary supplement BluScience; First Surgical Partners Inc. (OTC BB: FSPI), a dividend-paying operator of ambulatory surgical centers; and Cross Border Resources, Inc. (OTC QX: XBOR), an oil and gas company operating in the Permian Basin. If you are an executive or board member of an over-the-counter company and would like to learn how RedChip can help your company, contact us today.
Disclosure: The subject securities are clients of RedChip Companies, Inc. RedChip Companies, Inc., employees and affiliates may have positions and affect transactions in the securities or options of the issuers mentioned herein. For full financial disclosures for all RedChip clients, please visit http://www.redchip.com/disclosures.asp?src=rcv.
tagged with L & L Energy, LLEN, Longwei, Longwei Petroleum, LPH, NASDAQ, NYSE Amex, Small-Cap Stock
Market Knowledge
Right and pigs can fly. Hows that hydrogen class 8 doing. Can you say munipulate?
I am surprised that no one has comented on the NASDAQ fast track up listing. The part that says you have to have a $3.00 PPS FOR ONLY FIVE DAYS prior to listing. With the right movements we could get that done, and I don't think it will be via r/s. Imo
CDEL screwing with us again.
Mergers, Share Acquisitions and Business Combination Transactions
Suppose you are not a Shell Company and you want to acquire or combine with another business with your stock either through a merger, a share exchange, asset purchase or some other form of business combination transaction. Because the shareholders of the business you are acquiring aren’t paying cash for your stock, you may think that these type of transactions are outside the scope of Section 5 and thus you don’t have to worry about the federal securities laws.
Unfortunately, you would be wrong. The SEC deems the exchange of stock for stock to be the sale of a security just the same as the sale of stock for cash and as such is covered by Section 5. Totally covered, meaning that both the issuance of your stock to the owners/shareholders of the business you acquire to be covered by Section 5 and the resale of the stock you issue by these owners/shareholders covered by Section 4(2).
What this means to you
If the business you are acquiring has more than 35 shareholders, if you cannot determine in advance their Accredited/Non-Accredited Investor status, which is usually the case, Reg. D is not available and you will have to file a Registration Statement on Form S-4 or, if you are a foreign private issuer, Form F-4. Because this Registration Statement is reviewed in the same manner as Form S-1 or F-1, your closing of the business combination will be delayed several months until the SEC clears your filing.
What this means to the owner/shareholders of the business you acquire
Assuming an owner/shareholder of the business is not an officer, director or affiliate of your company after the business combination, under SEC Rule 145, these persons are not presumed to be underwriters and thus may resell your securities under Section 4(1) as free trading securities without complying with Rule 144. Assuming an owner/shareholder of the business is an officer, director or affiliate of your company after the business combination, they must resell your shares in accordance with Rule 144. Pursuant to Rule 144.d.viii, the holding period for your shares starts all over again on the date of closing of the business combination.
If you are a shell company, there is no exemption from underwriter status under Rule 145 and, in general, your shares can only be sold by owners/shareholders of the acquired business, whether or not Affiliates, generally in accordance with Rule 144.i. discussed above.h
http://www.goingpublicinformation.com/business_combinations.htm
This should get some thinking. Enjoy the read.
SEC APPROVES ALTERNATIVE NASDAQ LISTING REQUIREMENTS
Posted on May 14, 2012 by RedChip Blogger Leave a comment
Share on facebookShare on twitterShare on emailShare on pinterest_shareMore Sharing Services
21
A recent change in the listing requirements for the NASDAQ Capital Market gives more small-cap companies the opportunity to uplist to the senior exchange.
On April 18, the Securities and Exchange Commission approved an alternative to the $4 initial listing bid price requirement for the NasdaqCM. The rule change is meant to level the playing field between the NASDAQ Stock Market and its main competitor, the NYSE Amex. Prior to the rule change, the NYSE Amex required companies to have a minimum stock price of $2 to $3, while the NasdaqCM required a price of $4. As a result, numerous small-cap stocks trading between $2 and $4 were shut out of the NasdaqCM. According to the NASDAQ Stock Market’s proposal, filed in January, “A number of companies have indicated a preference to initially list on the Capital Market instead of NYSE Amex and have expressed frustration at their inability to do so without reverse splitting their stock.”
Under the new NasdaqCM requirements, a stock can qualify for listing if it closes at $3 or above for at least five consecutive business days prior to approval. The five-day requirement is in place to reduce the risk of price manipulation aimed at allowing a security to qualify for listing. In addition to the $3 share price requirement, the company must meet the following requirements:
Stockholders’ equity of at least $5 million
Market value of publicly held shares of at least $15 million
Two years of operating history
Or:
Net income from continuing operations of $750,000 in the most recently completed fiscal year or in two of the three most recently completed fiscal years
Stockholders’ equity of at least $4 million
Market value of publicly held shares of at least $5 million.
Securities with a $2 minimum closing price for five consecutive business days prior to the approval can also qualify for listing on the NasdaqCM if they meet the Market Value of Listed Securities Standard, which requires a market value of listed securities of at least $50 million, stockholders’ equity of at least $4 million, and a market value of publicly held shares of at least $15 million
In addition, companies must demonstrate that they have more than $2 million in net tangible assets if they have been in continuous operation for at least three years, or more than $5 million if they’ve been in continuous operation for less than three years. A company must also have average revenue of at least $6 million for the past three years. All other requirements for listing on the Capital Market are the same or higher than those of the NYSE Amex. A copy of the NASDAQ Stock Market’s original proposal is available on the SEC website.
With the new requirements, the NASDAQ Stock Market becomes more competitive with the NYSE Amex, and emerging growth companies now have another avenue to benefit from the increased exposure, liquidity, and access to capital that comes with uplisting to a senior exchange. As would be expected, two companies that RedChip helped uplist, L & L Energy (NASDAQ: LLEN) and Longwei Petroleum (NYSE Amex: LPH), both saw substantial valuation gains after moving to senior exchanges. Other RedChip clients that could qualify for uplisting over the next 6 to 12 months include ChromaDex Corp. (OTC BB: CDXC), a natural products company and producer of the dietary supplement BluScience; First Surgical Partners Inc. (OTC BB: FSPI), a dividend-paying operator of ambulatory surgical centers; and Cross Border Resources, Inc. (OTC QX: XBOR), an oil and gas company operating in the Permian Basin. If you are an executive or board member of an over-the-counter company and would like to learn how RedChip can help your company, contact us today.
Disclosure: The subject securities are clients of RedChip Companies, Inc. RedChip Companies, Inc., employees and affiliates may have positions and affect transactions in the securities or options of the issuers mentioned herein. For full financial disclosures for all RedChip clients, please visit http://www.redchip.com/disclosures.asp?src=rcv.
tagged with L & L Energy, LLEN, Longwei, Longwei Petroleum, LPH, NASDAQ, NYSE Amex, Small-Cap Stock
Market Knowledge
To me it means they are trying to accumulate shares. They probably don't have enough to get on the ask. Not sure how SEC see it, because they require that MM have a balance on bid and ask. That is they can't ( supposedly) influce the market.
Yes he doesn't like them.
It just occurred to me that CDEL and other munipulators could be in for some trouble with these new guys on board. They can nail the manipulators.
Inner outter is MIA.
I did try to say we would to uplist in order to have a valid S-3 filing. Please see earlier post.
Did anyone notice the word "Partners" in that release?
There are ten recognized national securities exchanges.
The S-3 is not yet active. They must file an ammended report to activate it. Hasn't happened yet.
ARCA could also be "Interactive Brokers"
https://institutions.interactivebrokers.com/inst/en/main.php
They list us a pink. And no numbers.
Then i'm just going to fall back on a earlier thought. We have one of the best patent attornies in the country. I have got to believe that any earlier patents have been taken into account and they have resolved any potential conflicts. The international findings did not find it to be inventive, however that is one persons opinion. each country will make it's own determination, so we will see what we see.
They are a short term bond holder in Italy. Now as why they are here, good question, they primarily deal only with EU companies.
It differs from country to country as I understand it. Not a patent lawyer either, but can read. This below is the U.S.mtake on a patent. Note itbsay's improvement.
United States
Section 101 of Title 35 U.S.C. sets out the subject matter that can be patented:
Whoever invents or discovers any new and useful process, machine, manufacture, or composition of matter, or any new and useful improvement thereof, may obtain a patent therefor, subject to the conditions and requirements of this title.
I love it. When you can't find anything factually negative about SLTD then make up some negatives, like other folks have 3D cells and are a lot further along. Reminds me of Ramase's the Great, who after battling the Hitites and loosing, went back to Egypt and proclaimed a great victory. Had monuments built etc. Then came the rossetta stone and the truth was discoverd. Thus the beginning of " the great lie" Tradition seems to be alive and well.
There is one expiring in august. However I doubt it will slow things up. By now we have either purchased the rights to it, or folded the owner into altd as a share holder. If that cell is ready to market Jim is not going to let something that has never been used get in the way. Also please read my earlier post as to international finding. All points in the filing are considered "NOVEL" that's all that is required.
As to the findings in regards to the patent please read this doc. Please note all items have been found novel, a requirement to get a patent. Some here would be advised to do real DD RATHER THAN DM. ( dirt mouth)
http://patentscope.wipo.int/search/docservicepdf_pct/id00000026037023.pdf;jsessionid=682CA5570C843D6B45C2D33555A6F27C.wapp1nC?download
Oh yes almost forgot. You need to be very careful here. Some of your officers are dumping shares, maybe they know something you don't. It is never a good sign, according to IAO when your leaders start selling shares. Oh, and you need to watch carefully, if the CFO bolts that can mean serious trouble is coming. They are always the first to bail.
Please note that subject when faced with a question it doesn't care to answer, or can't answer, there is an immediate change of subject. This of course causes a regrouping on the part of those seeking verification of its' knowledge base.
What he seems to continue to not understand, is that what he considers to be faults, are the same things he believes are truths. At the end of the day we are all left with a void in his logic. That, of course, in returns means there was none to begin with. Things without substance can therefore be ignored.
In defense of JN I can but say.
"Your hand, your tongue: look like the innocent flower, but be the serpent under't."