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This looks like a good bounce play, think I'll buy a few
Wrong again, us Longs averaged down and bought up 2, 3's and still buying. I in the green. Avg. 4's
Long John
Hey Phil, out of those 3 brokers you just mentioned. Which one would be your preference. I'm with FXCM and crap for Trading OTC's, have to call Trading Desk for BCAP and costing 40 bucks.
Tomorrow Big Willy will be free.
7'S UP, WOHOO GO BCAP
Yep, some here nearlly a year. I'm here about 8 months now. Even bought some at 0.0015
God Bless BCAP!
Yep it does, have been to Singapore a few times. Love it there. Maybe there end of this year also as part of my Round the World Trip. Courtesy of BCAP
where are you based JSL?
lol, you have to mark no or yes if it is a different address
- see where it says IF YES - please provide address(es)
A bit about Michael Eugene Herman, who signed the Tranfer Agent Registration form for Baron Capital (sorry if there's been any repetition):-
On the Board of Senomyx (Trades at $3.62 Symbol: SNMX):-
Michael E. Herman has served as a member of our Board of Directors since May 2005. Since 2006, Mr. Herman has been serving as President, Herman Family Trading Company. From January 1992 to December 2000, Mr. Herman was President of the Kansas City Royals Baseball Club. From January 1990 to December 1999, he was Chairman of the Finance and Investment Committee of the Kauffman Foundation and was its President from January 1985 to December 1990. From October 1974 to December 1990, Mr. Herman was the Executive Vice President and Chief Financial Officer of Marion Laboratories. Mr. Herman is a director of Santarus, Inc., a biopharmaceutical company, Cerner Corporation, a health care information technology company, and also is a Trustee of Rensselaer Polytechnic Institute and the University of Chicago Graduate School of Business. Mr. Herman holds a B.S. in metallurgical engineering from Rensselaer Polytechnic Institute and an M.B.A. from the University of Chicago. Through Mr. Herman's prior business and financial experience, education and his service on other public company boards of directors he is able to provide operational expertise and leadership skills that are important to the Board, particularly in his capacity as Chairman of our Compensation Committee.
Also on the board of Marion Labs, Nordic Labs, Cerner, Inc., Santarus, Inc.(SNTS $2.82)), , Vail Valley Foundation, and New Enterprise Associates (NEA).(From http://rpi.edu/president/bot/herman.html)
Yes, you did stray from the path for a while and thought you where going to the dark side. Luckily you seen sense and came back. lol
Hi Diver
About the debt in RIGH, BCAP is owed 200k and payment has been deferred to June. Although RIGH did sell BCAP a shell for 100k.
So that leaves a cool 100k due from RIGH. Just my opinion, been awhile since I looked into this.
http://securities-law-blog.com/
Why Rule 419 Companies May Revitalize the Small-Cap Market
Are Rule 419 Companies poised to be the next big thing in the small-cap sector?
Recently, the small-cap and reverse merger market has diminished substantially. Operating businesses are wary of completing reverse mergers, and PIPE investors are harder to come by. The reasons for this are easily identifiable.
First – The General State of the Economy
Simply stated, it’s not good.
Second – The Backlash from a Series of Fraud Allegations, SEC Enforcement Actions, and Trading Suspensions of Chinese Company’s Following Reverse Mergers
Chinese company reverse mergers dominated the shell company business for years; now there are none. Moreover, it is unlikely that this area will recover any time soon. The Chinese government and US regulators must reach agreement and a mutual understanding regarding PCAOB review of Chinese audits. Even then, it may take years for the stigma to fade.
Third – The Rule 144 Changes Enacted in 2008
As discussed in previous blogs 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. In order to use Rule 144, a Company must have ceased to be a shell company, be subject to the reporting requirements of section 13 or 15(d) of the Exchange Act; filed all reports and other materials required to be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and have filed current “Form 10 information” with the Commission reflecting its status as an entity that is no longer a shell company, then those securities may be sold subject to the requirements of Rule 144 after one year has elapsed from the date that the issuer filed “Form 10 information” with the SEC.
Accordingly, former shell companies must always remain current in their filings (even 20 years after a merger) and the rule will never be available to former shell non-reporting pink sheet company shareholders.
Fourth – The Problems Clearing Penny Stock with Broker Dealers
Most (almost all) small cap companies are penny stocks as defined by federal regulations. A penny stock is a stock that trades below $5.00. In January 2009, FINRA sent a regulatory notice to its member broker dealers warning that they are obligated to trace the origin of stock certificates back to the original issuers or face hefty fines for failing to complete the due diligence. This process is expensive and time consuming and many broker dealers are just not willing to go through the trouble for a penny stock. Following the regulatory notice,
Penson Financial Services, one of the nation’s largest clearing firms, enacted a policy in response to this and will not clear a stock trading below $.10. In addition to this chilling the clearing process, it has had a negative effect on PIPE investors who are concerned about getting their stock cleared and sold.
Fifth – Issues with DTCC, The Depository Trust & Clearing Corporations
DTC controls the clearing of all stock in street name and through electronic transfers. If a company’s stock is not DTC eligible it will be illiquid. Although DTC has not technically changed its rules, they are enforcing them differently. DTC is now requiring documents which may not exist or which may be impossible to obtain. For example, DTC requires the original offering document for public issuances. For a company that went public 10 years ago, subsequently failed and became a shell, and changed management a dozen times in between such offering document can be unattainable.
When that same company now wants to complete a reverse merger with a solid operating business, file a registration statement and become fully reporting and transparent, they may not be able to become DTC eligible. In addition, DTC has been taking a very long time to clear penny stocks, even when the paper work is in order. Many months or more can go by without communication. DTC has no time limit requirements so an applicant is at their mercy.
Sixth – Increasing Cost of Reporting Requirements
As of June of this year, all reporting companies must file their reports using XBRL. XBRL is an interactive tagging system to provide in-depth information on financial statements. However, for a shell company, or small public company it may simply be a matter of too much information. No one will look at it and the cost is high, averaging about $10,000 in the first two years alone.
Seventh – New Listing Requirements Imposed by NYSE, AMEX and NASDAQ
The NYSE AMEX and NASDAQ amended its rules so that a Company that goes public via a reverse merger with a shell company must wait at least one year to apply for listing on the NYSE exchange. The new rule requires that the reverse merger company maintain a post-exchange trading stock price for at least 30 of the most recent 60 trading days prior to the filing of the initial listing application. In addition to the specific additional listing requirements contained in the new rule, the Exchange may “in its discretion impose more stringent requirements than those set forth above if the Exchange believes it is warranted in the case of a particular reverse merger company based on, among other things, an inactive trading market in the reverse merger company’s securities, the existence of a low number of publicly held shares that are not subject to transfer restrictions, if the reverse merger company has not had a Securities Act registration statement or other filing subjected to a comprehensive review by the SEC, or if the reverse merger company has disclosed that it has material weaknesses in its internal controls which have been identified by management and/or the reverse merger company’s independent auditor and has not yet implemented an appropriate corrective action plan.” The new listing standards may increase the use of the over the counter markets in a “what else can we do” sort of way, but it also may have a further chilling effect, with operating businesses deciding to go public directly or not going public at all.
Going Public Direct
Going public directly may seem like an obvious response to these issues, but it isn’t that easy. The days of the mid size NASDAQ broker dealers acting as underwriter for any company with revenues are long over. Most mid size broker dealers won’t underwrite an IPO for a company with less than $40 mil in revenues and even that is a long shot. Without an underwriter a company going public directly must complete a DPO (direct public offering). These offerings are extremely difficult to complete. Public offerings may not be generally advertised and the ability to solicit investors is highly regulated, and restricted.
Moreover, since a market maker can be deemed an underwriter for filing a 15c2-11 application on behalf of a company completing a DPO, most won’t proceed until the DPO is completely closed out. A 15c2-11 application is necessary to obtain a trading symbol and have your stock quoted in the aftermarket. That is, in addition to being limited on who they solicit, the company completing a DPO has to convince investors that eventually, there will be an aftermarket and exit strategy for the investment they make today.
Going Public by Private Placement
The same issues are faced by a Company going public directly by completing a private placement following by S-1 resale registration statement. The investor is taking the chance that the company will never complete the registration statement and an aftermarket will never develop. Moreover, the SEC has made it clear that a company cannot sell a private placement with the promise of going public. The SEC has good reasons for this, many of these companies never do and never intend to go public, but for those that are the real deal, it makes the process difficult.
Rule 419 may provide a good answer. It won’t solve all the problems, and in particular it doesn’t address the first and second issues discussed above, but it provides a very real solution for the rest.
As discussed in previous blogs, the provisions of Rule 419 apply to every registration statement filed under the Securities Act of 1933, as amended, by a blank check company. Rule 419 requires that the blank check company filing such registration statement deposit the securities being offered and proceeds of the offering into an escrow or trust account pending the execution of an agreement for an acquisition or merger.
Form 10 Registration Statements
In addition, the registrant is required to file a post effective amendment to the registration statement containing the same information as found in a Form 10 registration statement, upon the execution of an agreement for such acquisition or merger. The rule provides procedures for a reconfirmation offering allowing the initial investors to decide whether or not to stay in the deal following receipt of the Form 10 information on the operating business. If 80% of the shareholders do not agree to the merger and stay in the deal, it does not go though. Rule 419 is the only way to create a blank check company for the purpose of completing a reverse merger with an operating business.
Eliminating the first two issues discussed above, and the issue of reporting expenses, here is how Rule 419 can address the other problems. I will say upfront, Rule 419 does not solve the issue of reporting costs, and in fact, they are a further deterrence as the Rule 419 Company will be subject to reporting requirements, even while the offering proceeds remain in escrow pending a reverse merger.
Rule 419 Companies Are Not Subject to Shell Company Prohibitions of Rule 144
First, although technically a shell prior to the completion of a reverse merger, most Rule 419 companies are not subject to the shell company prohibitions in Rule 144(i). The prohibitions for the use of Rule 144 by shell companies, or former shell companies, do not apply to “a business combination related shell company, as defined in Rule 230.405” (see Rule 144(i)(1)(i)). A business combination related shell company, is defined in Rule 230.405 as a shell company that is “… (2) Formed by an entity that is not a shell company solely for the purpose of completing a business combination transaction (as defined in Rule 230.165(f)) among one or more entities other than the shell company, none of which is a shell company.” It seems that a Rule 419 company could easily be created that meets the definition of Rule 230.405 and is thus exempted from the provisions of Rule 144(i).
Second, a Rule 419 company can easily provide the necessary paperwork to a broker dealer to meet FINRA requirements. It is a new company, and all shareholders will either have purchased in the 419 offering itself, or will have received their shares directly from the Issuer in the reverse merger transaction.
Third, and for the same reasons as stated above, DTC clearance should be much easier. All the documents will be available and easily provided. All shares traceable and accounted for. All shares will be registered under the Securities Act of 1933, rather than seeking to trade through an exemption.
The biggest problem with Rule 419 is the legal and accounting expenses of completing the offering, and post effective requirements to complete the reverse merger. However, with a knowledgeable attorney and reasonable auditor, the process should go smoothly.
However, with all of that being said, the boom in 419 Companies may be just around the corner.
Here is another if someone wants to forward to Matt
Contact:
Smart Holdings, Inc.
Investor Relations, 516-482-0155
ir@smartholdingsinc.com
MARIETTA, Ga.--(BUSINESS WIRE)-- Smart Holdings, Inc. (SMHS.PK), announced today that the Company has been aggressively trying to remove a DTC chill order placed by the DTCC back in June. The ‘chill order’ means that the Company’s stock cannot be transferred using DTC brokers, limiting them from freely trading the company stock without hurdles resulting in shareholders inability to buy or sell stock in the open market. No notice or explanation was received prior to the chill or after the chill was put in place; a move which has clearly damaged investor confidence.
The Company reported calling the DTCC numerous times and hired two different attorneys who also could not get any answers. The Company spoke to seven different representatives at the DTCC who could not give any reason or information regarding the chill order. The Company said all efforts are being made to determine the cause so they can resolve the issue.
In other news, the Company is revising its Prescription RX website with a whole new look. The recent TV and newspaper campaign produced hundreds of leads and they have hired an SEO company to help gain page ranking.
About Smart Holdings, Inc.
Headquartered in Marietta, GA, Smart Holdings, Inc., through its wholly owned subsidiary, Assurance Group Direct, is in the business of selling automotive extended service plans and health care plans on a nationwide basis. Products now being sold include Prescription Medication Savings Plan and the Dental, Vision, Hearing and Chiropractic savings plans. The company is marketing directly to consumers through national television, Internet and other mass medias including social networking.
For more information, please visit:
www.smartholdingsinc.com,
www.assurancedirectrx.com or
www.assurancegroupdirect.com
http://dtcchill.com/dtc-ineligibility-becoming-major-micro-cap-problem
It would seem that the trading firms, transfer agents and more than anyone, the DTCC wants to purge all the micro cap companies out of the marketplace. Why would a company lose their DTC eligibility? There are several reasons that will clearly jeopardize your company’s DTC eligibility:
- Reverse Split
- Name Change
- 504 Financings
After your company is DTC chilled, the second shoe to drop (and the heaviest of the two shoes) is when the online trading firms like Ameritrade, ETrade, ScottTrade and several others stop letting their customers buy your stock. Rather than deal with all the paperwork and higher fees, these online trading firms simply stop letting their customers purchase your stock. Oh, they can pick up a phone and call an order in, but traders do not call orders in.
There are good companies on the micro caps but the good are being thrown in with the bad. What it boils down to is that if you have a barrel of mostly rotten apples, rather than dig through and try and find the few good ones, you just throw out the whole bunch. This is what the DTCC and Online trading firms are doing.
Many companies are trying to regain DTC eligibility which is a complex process and can be EXPENSIVE. One company I know of has spent $160,000 and has gotten nowhere because there are so many shysters out there claiming to be able to fix your company’s problems quickly. There is no quick fix. But, I assure you if you go about it the right way you will spend far less than $160K…
Here is what your company can do to BEGIN the process of returning to DTC eligible status:
Have an actual company with products/services and revenues
Have more than one person as the President, CEO, COO, CFO, janitor etc.
Have an actual board of directors consisting of real people
Become fully reporting
If you are DTC ineligible and want to return your company to eligibility, please contact us.
Can't wait till I can click that "Take Action" Icon on Baron website(s)
Member mark for you,
Seriously considering of bringing my holdings here to 50mill
2's where there for a couple of months man, surely you got a few.
Great find man, this news will make us all Fat4ever, fat cats I mean. J
I know, but I think they (the certain few) just don't like Matt for some reason or they live in fantasy land or just plain stupid. If you sent them the q10 for q4 2011 with 2m revs they would still be saying yeah no bid next week. Just unbelievable. I have a Business Degree and am a qualified chartered accountant so I would say I understand a tad about companies.
Anyways, longs will prevail. Hail BCAP.
Ok 2 weeks you say, I will quote you in 2 weeks and see how wrong you are. Gobshite
Hey Hotstock, shouldn't waste your time on the naysayers.
We are on track, what volume this week. If it weren't for dumbass flippers we would be at 0008. Well I'm in no rush to sell, am here since June and will be here next June still Accumulating. Eventually Longs will hold the vast majority of shares here and then to the moon. Go BCAP
Hey man, could you please send me a link to todays PR. Don't have time to go back through posts. TIA
Hey Miami, did you manage to get any 1's?
Volume = 0, Investors must have had a late one last night celebrating returns on RIGH so must be having a lay in.
25 Mill first half hour of Trading, 4 Mill for me to tuck under my Matress with the rest. Go BCAP
Good Morning Trans and everyone, I see we are no. 34 on the Breakout Board. Go BCAP
Suppose I could manage to buy 3 million on Tuesday, sorry but all the funds I have available. Wish I had enough to buy 30 mill.
Hope this helps!
Transfer Agents
Companies that have publicly traded securities typically use transfer agents to keep track of the individuals and entities that own their stocks and bonds. Most transfer agents are banks or trust companies, but sometimes a company acts as its own transfer agent.
Transfer agents perform three main functions:
Issue and cancel certificates to reflect changes in ownership. For example, when a company declares a stock dividend or stock split, the transfer agent issues new shares. Transfer agents keep records of who owns a company’s stocks and bonds and how those stocks and bonds are held—whether by the owner in certificate form, by the company in book-entry form, or by the investor’s brokerage firm in street name. They also keep records of how many shares or bonds each investor owns.
Act as an intermediary for the company. A transfer agent may also serve as the company’s paying agent to pay out interest, cash and stock dividends, or other distributions to stock- and bondholders. In addition, transfer agents act as proxy agent (sending out proxy materials), exchange agent (exchanging a company’s stock or bonds in a merger), tender agent (tendering shares in a tender offer), and mailing agent (mailing the company’s quarterly, annual, and other reports).
Handle lost, destroyed, or stolen certificates. Transfer agents help shareholders and bondholders when a stock or bond certificate has been lost, destroyed, or stolen. If this has happened to you, read our publication entitled Stock Certificates, Lost, Stolen. Also, if you hold securities in your own name and want to transfer or sell them, you may need to get your signature "guaranteed" before a transfer agent will accept the transaction. For information about transferring your securities, please read "Signature Guarantees: Preventing the Unauthorized Transfer of Securities" in our Fast Answers databank.
In many cases, you can find out which transfer agent a company uses by visiting the investor relations section of the company’s website. You also can use the “Search the TA Database” on the website of the Securities Transfer Association, a private trade organization of transfer agents. The STA provides general information about the functions of transfer agents. Please note that the STA is not equipped to respond to individual inquiries via the telephone, mail, or e-mail. Shareholders with transfer related inquiries, even if they are general in nature, would be best served by speaking to the transfer agent or issuer for the security in question or their broker-dealer.
Good Morning Trans, are you ready for another interested day in the world of BCAP? would be nice to get an update today. But think it will be next week imo.
Ah Trabolgan in Cork, nice down south. But you know now for us Dubs it is actually cheaper to go travelling around Europe than within Ireland because so expensive here and great deals with budget airlines. Go BCAP
Ring your broker and get them to convert.
Am hurt you didn't include me, lol but good afternoon from Eire
Hope so, although personally I think after q10 for the first quarter of 2012 is released will tell all how much progress we are making. Anyways will still be here. Also would like to wish all the BCAPpers a very merry xmas and happy new year.
NICE PUMP AND DUMP HERE
Good DD ryguy, you should forward to Matt
hey b, i placed an order before trading on Friday, and only got filled today. am happy though 2.5m at 2's