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You are assuming...
Their 8k said no conflicts.
Just needs a clean slate.
On the contrary... no company would want to go public with another that cannot keep their books clean and current.
Btw.. they are a Private company and need not tell you sht from shinola bud.
Don't bother them.
For what?
You want to ruin the deal with LAHO?
Are you someone that can buy out LAHO from making this deal or just curious?
The onus is on LAHO right now to make things right. If they go Greys, the merger has a better than average chance.
If LAHO gets revoked, SayoNara to the deal because there will be no company to go public with.
From that point focus on the next shell.
Rules of Practice 17CFR201
https://www.law.cornell.edu/cfr/text/17/part-201/subpart-D
LOL... it opened for me.
Go to Adobe.com and update your files...
Nice runner...
In at 40 and no regrets lol
Hook... it was an XML file not pdf...
Howecer, go to the SEC Admin proceeding page not enforcement.
https://www.sec.gov/litigation/admin.shtml
#34-86882 Sept 5
Admin proceedings included...
1) LAHO better have started their filings.
2) LAHO better have good representation and reason why they did not file.
If they do not attend or answer the complaint in a satisfactory manner to the Commission. LAHO WILL BE REVOKED AND NEVER TRADE AGAIN.
Proceedings are getting faster than before and they are not wasting time.
That said...
Should LAHO answer all questions and provide the commission with filings hence, it could very well survive and though it will go to the Grey Market, that would be the best thing that ever happens to LAHO.
From that point, once they are current, file a 15c2-11, a Market Maker (probably the original one that initiated it) signs off, it can pigggy back with other brokers.
That said, books current, merger can be completed and this goes dollars!
UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934
Release No. 86882/ September 5, 2019
ADMINISTRATIVE PROCEEDING File No. 3-19420
In the Matter of Lans Holdings, Inc. and Momentous Entertainment Group, Inc.,Respondents.
ORDER INSTITUTING ADMINISTRATIVE PROCEEDINGS AND NOTICE OF HEARING PURSUANT TO SECTION 12(j) OF THE SECURITIES EXCHANGE ACT OF 1934
I.The Securities and Exchange Commission (“Commission”) deems it necessary and appropriate for the protection of investors that public administrative proceedings be, and hereby are, instituted pursuant to Section 12(j) of the Securities Exchange Act of 1934 (“Exchange Act”) against the respondents named in the caption (together, “Respondents”).
II.After an investigation, the Division of Enforcement alleges that:
A.RESPONDENTS1
1.Lans Holdings, Inc.(“LAHO”) (CIK No. 1422059) is a Nevada corporation located in Miami, Florida with a class of securities registered with the Commission pursuant to Exchange Act Section 12(g). LAHO is delinquent in its periodic filings with the Commission, having not filed any periodic reports since it filed a Form 10-Q for the period ended August31, 2017, which reported a net loss of $2,142,223 for the prior nine months. As of August 16, 2019, the common stock of LAHO was quoted on OTC Link operated by OTC Markets Group Inc. (formerly “Pink Sheets”) (“OTC Link”), had eight market makers and was eligible for the “piggyback” exception of Exchange Act Rule 15c2-11(f)(3).2.
Momentous Entertainment Group, Inc.(“MMEG”) (CIK No. 1602381) is a Nevada corporation located in Sugar Land, Texas with a class of securities registered with the Commission pursuant to Exchange Act Section 12(g). MMEGis delinquent in its periodic filings with the Commission, having not filed any periodic reports since it filed a Form 10-Qfor 1The short form of each respondent’s name is also its ticker symbol.
2 the period ended September 30, 2017, which reported a net loss of $40,667,660for the prior nine months. As of August 16, 2019, the common stockof MMEGwas quoted on OTC Link, had sevenm arket makers and was eligible for the “piggyback” exception of Exchange Act Rule 15c2-11(f)(3).
B.DELINQUENT PERIODIC FILINGS
3. As discussed in more detail above, all of the Respondents are delinquent in their periodic filings with the Commission, have repeatedly failed to meet their obligations to file timely periodic reports, and failed to heed delinquency letters sent to them by the Division of Corporation Finance requesting compliance with their periodic filing obligations or, through their failure to maintain a valid address on file with the Commission as required by Commission rules, did not receive such letters.
4.Exchange Act Section 13(a) and the rules promulgated thereunder require issuers of securities registered pursuant to Exchange Act Section 12 to file with the Commission current and accurate information in periodic reports, even if the registration is voluntary under Section 12(g). Specifically, Exchange Act Rule 13a-1 requires issuers to file annual reports, and Exchange Act Rule 13a-13 requires domestic issuers to file quarterly reports.
5.As a result of the foregoing, Respondents failed to comply with Exchange Act Section 13(a) and Rules 13a-1 and 13a-13 thereunder.
III. In view of the allegations made by the Division of Enforcement, the Commission deems it necessary and appropriate for the protection of investors that public administrative proceedings be instituted to determine:
A. Whether the allegations contained in Section II hereof are true and, in connection therewith, to afford the Respondents an opportunity to establish any defenses to such allegations; and,
B. Whether it is necessary and appropriate for the protection of investors to suspend for a period not exceeding twelve months, or revoke the registration of each class of securities registered pursuant to Section 12 of the Exchange Act of the Respondents identified in Section II hereof, and any successor under Exchange Act Rules 12b-2 or12g-3, and any new corporate names of any Respondents.
IV. IT IS ORDERED that a public hearing before the Commission for the purpose of taking evidence on the questions set forth in Section III hereof shall be convened at a time and place to be fixed by further order of the Commission, pursuant to Rule 110 of the Commission’s Rules of Practice, 17 C.F.R. § 201.110.
IT IS FURTHER ORDERED that Respondents shall file an Answer to the allegations contained in this Order within ten (10) days after service of this Order, as provided by Rule 220(b) of the Commission’s Rules of Practice, 17 C.F.R. § 201.220(b).
IT IS FURTHER ORDERED that the Division of Enforcement and Respondents shall conduct a pre hearing conference pursuant to Rule 221 of the Commission’s Rules of Practice, 17 C.F.R. § 201.221, within fourteen (14) days of service of the Answer.
The parties may meet in person or participate by telephone or other remote means; following the conference, they shall file a statement with the Office of the Secretary advising the Commission of any agreements reached at said conference.
If a prehearing conference was not held, a statement shall be filed with the Office of the Secretary advising the Commission of that fact and of the efforts made to meet and confer.
If Respondents fail to file the directed Answers, or fail to appear at a hearing or conference after being duly notified, the Respondents, and any successor under Exchange Act Rules 12b-2 or 12g-3, and any new corporate names of any Respondents, may be deemed in default and the proceedings may be determined against them upon consideration of this Order, the allegations of which may be deemed to be true as provided by Rules 155(a), 220(f), 221(f), and 310 of the Commission’s Rules of Practice, 17 C.F.R. §§ 201.155(a), 201.220(f), 201.221(f), and 201.310.
This Order shall be served forthwith upon Respondents by any means permitted by the Commission’s Rules of Practice. Attention is called to Rule 151(b) and (c) of the Commission’s Rules of Practice, 17 C.F.R. § 201.151(b) and (c), providing that when, as here, a proceeding is set before the Commission, all papers (including those listed in the following paragraph) shall be filed with the Office of the Secretary and all motions, objections, or applications will be decided by the Commission.
The Commission requests that an electronic courtesy copy of each filing should be emailed to APFilings@sec.gov in PDF text-searchable format. Any exhibits should be sent as separate attachments, not a combined PDF. The Commission finds that it would serve the interests of justice and not result in prejudice to any party to provide, pursuant to Rule 100(c) of the Commission’s Rules of Practice, 17 C.F.R. § 201.100(c), that notwithstanding any contrary reference in the Rules of Practice to filing with or disposition by a hearing officer, all filings, including those under Rules 210, 221, 222, 230, 231, 232, 233, and 250 of the Commission’s Rules of Practice, 17 C.F.R. §§201.210, 221, 222, 230, 231, 232, 233, and 250, shall be directed to and, as appropriate, decided by the Commission.
This proceeding shall be deemed to be one under the 30-day time frame specified in Rule of Practice 360(a)(2)(i), 17 C.F.R. § 201.360(a)(2)(i), for the purposes of applying Rules of Practice 233 and 250, 17 C.F.R. §§ 201.233 and 250.The Commission finds that it would serve the interests of justice and not result in prejudice to any party to provide, pursuant to Rule 100(c) of the Commission’s Rules of Practice, 17 C.F.R. § 201.100(c),that the Commission shall issue a decision on the basis of the record in this proceeding, which shall consist of the items listed at Rule 350(a) of the Commission’s Rules of Practice, 17 C.F.R. § 201.350(a), and any other document or item filed with the Office of the Secretary and accepted into the record by the Commission. The provisions of Rule 351 of the Commission’s Rules of Practice, 17 C.F.R. § 201.351, relating to preparation and certification of a record index by the Office of the Secretary or the hearing officer are not applicable to this proceeding.
The Commission will issue a final order resolving the proceeding after one of the following:
(A) the completion of post-hearing briefing in a proceeding where the public hearing has been completed;
(B) the completion of briefing on a motion for a ruling on the pleadings or a motion for summary disposition pursuant to Rule 250 of the Commission’s Rules of Practice, 17 C.F.R. § 201.250, where the Commission has determined that no public hearing is necessary; or
(C) the determination that a party is deemed to be in default under Rule 155 of the Commission’s Rules of Practice, 17 C.F.R. § 201.155,and no public hearing is necessary.In the absence of an appropriate waiver, no officer or employee of the Commission engaged in the performance of investigative or prosecuting functions in this or any factually related proceeding will be permitted to participate or advise in the decision of this matter, except as witness or counsel in proceedings held pursuant to notice.
Since this proceeding is not “rule making” within the meaning of Section 551 of the Administrative Procedure Act, it is not deemed subject to the provisions of Section 553 delaying the effective date of any final Commission action.
By the Commission.
Vanessa A. Countryman
Secretary
UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION
September 5, 2019
In the Matter ofLans Holdings, Inc. and Momentous Entertainment Group, Inc.,File No. 500-1ORDER OF SUSPENSION OF TRADING It appears to the Securities and Exchange Commission (“Commission”) that there is a lack of current and accurate information concerning the securities of Lans Holdings, Inc.(“LAHO1”) (CIK No. 1422059), a Nevada corporation located in Miami, Florida with a class of securities registered with the Commission pursuant to Securities Exchange Act of 1934 ("Exchange Act") Section 12(g) because it is delinquent in its periodic filings with the Commission, having not filed any periodic reports since it filed a Form 10-Q for the period ended August 31, 2017.
On March 28, 2019, the Commission’s Division of Corporation Finance (“Corporation Finance”) sent a delinquency letter to LAHO requesting compliance with its periodic filing requirements, but LAHO did not receive the delinquency letter due to its failure to maintain a valid address on file with the Commission as required by Commission rules (Rule 301 of Regulation S-T, 17 C.F.R. Section 232.301 and Section 5.4 of EDGAR Filer Manual). As of August 16, 2019,the common stock of LAHO was quoted on OTC Link operated by OTC Markets Group Inc. (formerly “Pink Sheets”) (“OTC Link”), had eight market makers, and was eligible for the “piggyback” exception of Exchange Act Rule 15c2-11(f)(3).
The Commission is of the opinion that the public interest and the protection of investors require a suspension of trading in the securities of the above-listed companies.Therefore, it is ordered, pursuant to Section 12(k) of the Securities Exchange Act of 1934, that trading in the securities of the above-listed companies is suspended for the period from 9:30 a.m. EDT on September 6, 2019, through 11:59 p.m. EDT on September 19, 2019.
By the Commission.
Vanessa A. Countryman
Secretary
(Notice amended to leave out the unrelated company also on this charge)
I don't understand how they mailed the notice in March to where, but found it as a Nevada Corp.
Really nothing to say for the next 10 business days...
Focus on other things cause there is nothing anyone can do at this point.
Any filings would be good but don't count on it.
Go Figure... Why was Allen let go as CEO?
Probably because he was not doing what he was supposed to do...
As soon as the letter of resignation was accepted, the Binding Letter with GSCG was made... go figure. Probably the best thing he did prior to he leaving the position. lol
remember that there was another CEO in charge that did nothing Trevor Allen, then on May 24, 2019 David Christensen took the reins.
BINDING LETTER OF INTENT
The present document is a Binding Letter of Intent (“Binding LOI”) between Lans Holding Inc., a Nevada corporation having its principle place of business at 801 Brickell, Miami, FL 33133(“Pubco), Global Stem Cells Group Inc. a Florida Corporation, whose principal place of business is located at 14750 NW 77 th Court, suite 304, Miami Lakes, Florida, 33016 USA, (“GSCG”) Benito Novas, CEO of GSCG (“BN”), in his capacity as CEO and shareholder of GSCG and residing in Miami Florida, (“BN referred to herein as Shareholder (Pubco, BN referred to herein as Parties or Party), whereby Pubco shall purchase all of the outstanding shares in GSCG (“Transaction”) under the following terms and conditions:
1. Whereas, there are currently 50,000,000 (Fifty Million) shares of common stock, no par value, issued and outstanding in GSCG (“GSCG Common Stock”);
2. Whereas, BN is the lawful holder of 50,000,000 (Fifty Million) shares of GSCG Common Stock (“BN Shares”);
3. Whereas BN is the holder of all of the issued and outstanding shares of GSCG Common Stock, representing 100% ownership in GSCG (“GSCG Shares”).
4. Whereas Pubco wishes to purchase from the Shareholder and the Shareholder wish to sell to Pubco, all of the GSCG Shares.
5. The Parties agree that Pubco shall purchase from the Shareholder all of the GSCG Shares (the “Transaction”) for an aggregate amount of shares and cash, the whole as set out in Section 9b. below.
6. The Parties hereby acknowledge and agree that this Binding LOI and the execution of a Definitive Agreement is subject to and contingent upon Pubco having first declared itself satisfied with the results of its due diligence of GSCG (“Due Diligence Satisfaction”) within a period of 60 days from the date of the execution of this Binding LOI (“Due Diligence Satisfaction Deadline”).
7. Subject to and following Pubco’s Due Diligence Satisfaction, the Parties agree and undertake to enter into mutually agreeable definitive agreements (“Definitive Agreement”) and any other documents necessary for the closing of the Transaction (“Closing”), within 150 days of the execution of this Binding LOI. Such Closing shall occur at the time of the Execution of the Definitive Agreement or at such other date as is practicable following the execution of the Definitive Agreement.
8. The Parties further undertake that prior to the Closing, each of Pubco and GSCG shall have obtained all consents and approvals including, without limitation, board of director approval and shareholder consent, as are necessary for the approval of the Transaction, and the execution of all related documents including, without limitation, the Definitive Agreement.
9. The Definitive Agreement will incorporate the Parties’ understandings with respect to the terms of the Transaction, among other things, the following:
a. Pubco shall receive all of the GSCG Shares from the Shareholder as follows:
I. Pubco shall receive all of the BN Shares from BN;
II. BN shall deliver to Pubco the respective certificates representing his respective GSCG Shares upon execution of the Definitive Agreement or at such other date as shall be specified by the Parties.
b. In exchange for the GSCG Shares, Pubco shall issue the following (“Payment Shares”):
I.BN shall receive:
a. 237,500 (two hundred and thirty seven thousand five hundred) shares of Series C (as defined in Section 10 herein below); and
b. 8,974 (eight thousand nine hundred and seventy four) shares of Series D (as defined in Section 10c herein below).
c. Pubco shall deliver the Payment Shares to BN upon execution of the Definitive Agreement or at such other date as shall be specified by the Parties;
d. In addition, Pubco shall pay an amount equal to $300,000 USD (three hundred thousand dollars US) Payment to GSCG which may be paid in multiple tranches with the total Payment amount being paid in full at the latest upon execution of the Definitive Agreement or at such other date as shall be specified by the Parties;
e. Each of Pubco and GSCG shall retain its respective current CEO and Director(s), and no other director(s) shall be appointed within the context of the Closing.
10. Pubco represents and warrants the following:
a. Other than for the undesignated authorized shares of Preferred Stock as stated in Pubco’s financial filings, Pubco has no other authorized or issued classes or series of shares other than the following:
i. Common Stock, of which 242,288,273 shares were issued and outstanding as at October 17, 2017, the date of Pubco’s latest filing with the SEC;
ii. Series C Preferred Stock (“Series C”) of which a total of 250,000 shares including the Payment Shares to be issued herein, shall be issued and outstanding within 5 business days of Closing;
iii. Series D Preferred Stock (“Series D”) of which a total of 10,000 shares including the Payment Shares to be issued herein, shall be issued and outstanding within 5 business days of Closing.
b. Pubco further warrants that other than any changes in authorized share capital of any class of shares, no other amendments shall be made to any of the rights and preferences of any classes of shares existing at the time of execution of this Binding LOI.
c. It has the necessary consent, legal authority and power to enter into this Binding LOI.
11. GSCG represents and warrants the following:
a. GSCG has no other authorized or issued classes or series of shares other than Common Stock, of which 50,000,000 shares are currently issued and outstanding.
b. No changes shall have been made to the share capital of GSCG at the time of the consummation of the contemplated Transaction and Section 11a. herein above shall hold true as of such consummation.
c. It has the necessary consent, legal authority and power to enter into this Binding LOI.
d. Each of GSCG and/or BN shall not intentionally take any action that may adversely affect the financial performance and/or financial situation of GSCG;
e. Shareholder further undertakes and warrants that he shall not:
i. sell, transfer, assign, offer, pledge, contract to sell, transfer or assign, sell any option or contract to purchase, purchase any option or contract to sell, transfer or assign, grant any option or right to purchase, or otherwise transfer, assign or dispose of, directly or indirectly, any of the assets of GSCG outside the normal scope of business and/or any portion of the GSCG Shares;
ii. enter into any swap or other arrangement that transfers or assigns to another person or entity, in whole or in part, any of the economic benefits, obligations or other consequences of any nature of ownership of any portion of the GSCG Shares;
12. The Parties acknowledge that any breach by any of GSCG and/or the Shareholder of any of their respective obligations under of any of Sections 5,6,7,8,9,11, 13,16 and/or17 and/or any subsections therein (“Sections”), shall result in irreparable damage to Pubco. In the event of any such breach, Pubco shall be entitled to:
i. An initial penalty equal to $500,000 USD (five hundred thousand dollars US) to be paid by Shareholder and/or GSCG, in addition to specific performance and immediate injunctive and any and all other relief, by way of monetary damages or any other remedy in equity or at law against Shareholder and/or GSCG, its affiliates and their respective officers, employees, agents, or other representatives;
ii. A reimbursement of any amounts of Payment made to GSCG; and
iii. A reimbursement of any and all fees incurred by Pubco pursuant to Section 19 herein below.
13. Should Pubco declare itself unsatisfied, within the Due Diligence Satisfaction Deadline, with its Due Diligence, the Parties agree that the Binding LOI shall no longer be binding unto the Parties herein, save for Sections 14, 15, 16 and 17, which shall survive the termination of this Binding LOI.
14. Other than what appears in the public domain, the Parties understand and agree that this Binding LOI, the terms of the Transaction and the negotiations thereof and any other information relating to the contemplated transactions herein, are confidential and shall not be disclosed to any third party, without the express written consent of the Parties.
15. The Parties agree that Pubco shall bear the cost of all required fees associated with the contemplated Transaction, including but not limited to legal and accounting fees, regardless of whether or not the contemplated transactions herein is consummated.
16. The Parties agree that this Binding LOI shall be construed and governed by the laws of the State of Nevada. Subject to Section 21 herein below, the Parties hereby agree to submit the resolution of any disputes or controversies relating hereto to the Courts of the State of Nevada.
17. Notwithstanding the above, in the event of any disputes and/or controversies arising out of or relating to this Binding LOI and upon mutual written agreement by the Parties, the Parties shall submit any such disputes and/or controversies to binding arbitration in lieu of litigation, and upon any such submission, the Parties consent to the resolution thereof by such arbitration.
18. The Parties acknowledge the binding nature of this Binding LOI and agree to be bound by the terms of this Binding LOI. This Binding LOI may be signed in one or more counterparts, each of which so signed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument.
[SIGNATURE PAGE TO FOLLOW]
IN WITNESS THEREOF, the Parties agree on the content of this Binding LOI and, as evidence thereof, have signed this Binding LOI on this day of 2019.
GLOBAL STEM CELL GROUP INC. LANS HOLDING INC.
By: /s/ Benito Novas By: /s/ Trevor Allen
Benito Novas, CEO Trevor Allen, CEO
7
typical? they fired the former auditor months ago... how can that be typical? It wasn't done like last month or last week before the SEC suspended... geez
You posted but within that...
"These material weaknesses have not been remediated as of the date of this Current Report on Form 8-K."
Should all the discrepancy be resolved by the new auditor, there should not be a problem. Of course the items need to be addressed and at least they know what needs to be addressed.
Yea... You'd thunk...
Go figure... why did LAHO fire the former auditor? Maybe because nothing was being done and the books needed to be done in order for the merger to be completed... Don't You'd thunk...
"It's not over until the "Fat Lady" sings..."
The SEC was notified that there was a change in accountants via 8K. Now just because the company changed accountants does not make it right nor does it take away from the charge of non-compliance of reporting.
However, since the company did this, the SEC could grant the company time to make things right. But imo, they have to start filing now and continue to file for the delinquent reporting.
As the 8K stated, there were no conflicts and 'During the fiscal years ended November 30, 2016 and 2015, and through the interim period ended July 24, 2019, there were no “disagreements”' and "...Other than as disclosed above, there were no reportable events during the fiscal years ended November 30, 2016 and 2015, and through the interim period ended July 24, 2019.'
Not saying the company will get off of the charges, but it has a better chance than most that get suspended. Most of them just don't do anything to amend or correct the problem.
jmho of course...
SECTION 4- Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant’s Certifying Accountant.
On July 24, 2019, the Company dismissed GBH CPAs, PC (the “Former Accountant”) as the Company’s independent registered public accounting firm and on July 24, 2019, the Company engaged Fruci & Associates II, PLLC (the “New Accountant”) as the Company’s independent registered public accounting firm. The engagement of the New Accountant was approved by the Company’s Board of Directors.
The Former Accountant’s audit reports on the financial statements of the Company for the fiscal years ended November 30, 2016 and 2015 contained no adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, except that the audit reports on the financial statements of the Company for the fiscal years ended November 30, 2016 and 2015 contained an uncertainty about the Company’s ability to continue as a going concern.
During the fiscal years ended November 30, 2016 and 2015, and through the interim period ended July 24, 2019, there were no “disagreements” (as such term is defined in Item 304 of Regulation S-K) with the Former Accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to the satisfaction of the Former Accountant would have caused them to make reference thereto in their reports on the financial statements for such periods.
During the fiscal years ended November 30, 2016 and 2015, and through the interim period ended July 24, 2019, there were the following “reportable events” (as such term is defined in Item 304 of Regulation S-K). As disclosed in Part I, Item 4 of the Company’s Form 10-Q for the quarter ended September 30, 2018, the Company’s management determined that the Company’s internal controls over financial reporting were not effective as of the end of such period due to the existence of material weaknesses related to the following:
(i) inadequate segregation of duties and effective risk assessment; and
(ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.
These material weaknesses have not been remediated as of the date of this Current Report on Form 8-K.
Other than as disclosed above, there were no reportable events during the fiscal years ended November 30, 2016 and 2015, and through the interim period ended July 24, 2019. The Company’s Board of Directors discussed the subject matter of each reportable event with the Former Accountant. The Company authorized the Former Accountant to respond fully and without limitation to all requests of the New Accountant concerning all matters related to the audited period by the Former Accountant, including with respect to the subject matter of each reportable event.
Prior to retaining the New Accountant, the Company did not consult with the New Accountant regarding either: (i) the application of accounting principles to a specified transaction, either contemplated or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements; or (ii) any matter that was the subject of a “disagreement” or a “reportable event” (as those terms are defined in Item 304 of Regulation S-K).
On July 26, 2019, the Company provided the Former Accountant with its disclosures in the Current Report on Form 8-K disclosing the dismissal of the Former Accountant and requested in writing that the Former Accountant furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not they agree with such disclosures. The Company plans to update this Current Report on Form 8-K and attach the letter from the Former Accountant once received.
2
I was hanging out on Raging Bull before it closed down...
Even got a embroidered shire from them... long ago lol
Bur not here to give any history lessons.
yeah, getting old... really don't care as much any more lol
well... I also drive one.
My next one will be an AMG.
Global Stem Cell Group
A little bit about GSCG
LAHO's target merger company
Something to watch in the meantime...
This is key to get cheap shares when approved to trade again...
with the exception that the 15c2-11 will have to be filed by the lead MM, once accepted other MM's can piggy back onto the Symbol.
So Yes, it will trade on Grey Market first and if all filings are up to date and an MM attests to it... goes back to where it was.
When it comes to over-the-counter securities, broker-dealers cannot solicit investors to buy or sell previously-suspended securities until certain requirements are met, but unsolicited trading is permitted. In particular, broker-dealers must fill out Form 211 with FINRA representing that they have satisfied all applicable requirements of Rule 15c2-11 and FINRA Rule 6432. These rules make sure that broker-dealers have reason to believe that its financial statements and other documents are accurate.
Best time to get cheapies when on the Greys... hopefully it will drop to triple zeroes and go up from there... lol
it's Sayo Nara. lol
This might be the saving grace for LAHO as they notified the SEC
SECTION 4- Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant’s Certifying Accountant.
On July 24, 2019, the Company dismissed GBH CPAs, PC (the “Former Accountant”) as the Company’s independent registered public accounting firm and on July 24, 2019, the Company engaged Fruci & Associates II, PLLC (the “New Accountant”) as the Company’s independent registered public accounting firm. The engagement of the New Accountant was approved by the Company’s Board of Directors.
The Former Accountant’s audit reports on the financial statements of the Company for the fiscal years ended November 30, 2016 and 2015 contained no adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, except that the audit reports on the financial statements of the Company for the fiscal years ended November 30, 2016 and 2015 contained an uncertainty about the Company’s ability to continue as a going concern.
During the fiscal years ended November 30, 2016 and 2015, and through the interim period ended July 24, 2019, there were no “disagreements” (as such term is defined in Item 304 of Regulation S-K) with the Former Accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to the satisfaction of the Former Accountant would have caused them to make reference thereto in their reports on the financial statements for such periods.
During the fiscal years ended November 30, 2016 and 2015, and through the interim period ended July 24, 2019, there were the following “reportable events” (as such term is defined in Item 304 of Regulation S-K). As disclosed in Part I, Item 4 of the Company’s Form 10-Q for the quarter ended September 30, 2018, the Company’s management determined that the Company’s internal controls over financial reporting were not effective as of the end of such period due to the existence of material weaknesses related to the following:
(i) inadequate segregation of duties and effective risk assessment; and
(ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.
These material weaknesses have not been remediated as of the date of this Current Report on Form 8-K.
Other than as disclosed above, there were no reportable events during the fiscal years ended November 30, 2016 and 2015, and through the interim period ended July 24, 2019. The Company’s Board of Directors discussed the subject matter of each reportable event with the Former Accountant. The Company authorized the Former Accountant to respond fully and without limitation to all requests of the New Accountant concerning all matters related to the audited period by the Former Accountant, including with respect to the subject matter of each reportable event.
Prior to retaining the New Accountant, the Company did not consult with the New Accountant regarding either: (i) the application of accounting principles to a specified transaction, either contemplated or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements; or (ii) any matter that was the subject of a “disagreement” or a “reportable event” (as those terms are defined in Item 304 of Regulation S-K).
On July 26, 2019, the Company provided the Former Accountant with its disclosures in the Current Report on Form 8-K disclosing the dismissal of the Former Accountant and requested in writing that the Former Accountant furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not they agree with such disclosures. The Company plans to update this Current Report on Form 8-K and attach the letter from the Former Accountant once received.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Lans Holdings Inc.
/s/ David Christensen
David Christensen
Chief Executive Officer
Date: July 29, 2019
Regardless. they will see the contents of your inquiry and at least know what they need to do.
If they answer, great.
If they don't... so what. You at least took the first step. You can also call them...GL
One - Because they were told but did not comply and are now delinquent
Thus being the case, will probably go to Grey market but if they were on a higher exchange, then it might drop down to the next level... so the chances of it going from OTCQB to OTCpink might work... not sure but it might.
So, what they need to do is plead to the SEC that the filings were just gotten to the new auditor to complete... and file them regardless. If all the filings are in before the due date, the SEC might let it go or wait until the due date since it is already set, before making a decision.
Majority of merging companies make it a priority to clean their books up... LAHO took too long to do so. But again, if their Fruci and Asso. can do it, LAHO may survive the SEC's wrath.
Suggest that EVERYONE who is vested in this no matter the amount,
should contact the company and find out WTF is going on?
Here is the links:
http://www.lans.holdings/investor.html
Yes I did see those but no Form 15 or 10Q or 10K for a couple years...
That is not good. Especially if they were a reporting company to the SEC. Other pinks can get away with a Lawyers letter, but not when you are a "reporting" company.
https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001422059&type=&dateb=&owner=exclude&count=100
I will attest to that... yesterday it had a Stop Sign
What I failed to look at was the disclosure page with the filings... that would have stopped me in my tracks... lol
8K's were not the problem... 10Q and 10K filings are missing.
It might have gone to it's London office not Florida?
I cannot believe that this company has a CPA firm tied into their website and not using them... lmao
http://www.lans.holdings/investor.html
https://www.fruci.com/
LOL... read why they were suspended
LAHO suspended for non-compliance in reporting... Two different charges. LAHO will have to prove it more than what PHOT had to do.
At this time there is only one way to look at it, there is no other way.
LAHO was negligent and failed to report as required. This deal or merger with GSCG, may have been stagged. If the intent was to abandon the company and sell as much shares to make money, they succeeded.
After all, any damn fool knows that, if you are proposing to merger with a company to take them public, YOUR books better be in order to make the transition easy and doable.
LAHO did not intend to merge with GSCG. You can say differently, but the proof is visible. Unless there is positive move forward by LAHO, revoking their CUSIP might just happen, no Grey market.
LAHO's webpage does not say a damn thing about the merger with GSCG...
http://www.lansholdings.com/official-news-releases/
Take a look at the latest news date they did... Not really good management.
So what does that tell you?
Yet, on the OTC Market its all there... Huh?
https://www.otcmarkets.com/stock/LAHO/news
You second scenario might be what you might think about more.