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Interactive Brokers Trader Workstation (IB TWS).
Short Shares Available: 0
ASCM - Ascendiant Capital Markets, LLC.
Ascendiant Capital Markets, LLC is a full-service boutique investment banking firm providing corporate finance, M&A advisory, equity research, market making, and institutional sales and trading services. Ascendiant Capital Group was founded in 2001.
Ascendiant has led or participated in over $1 billion in financing transactions, and Ascendiant’s bankers have successfully completed over 300 M&A transactions. We focus on serving public and private growth companies, and institutional, strategic, and accredited investors.
The principals of Ascendiant manage two in-house fund entities: Ascendiant Capital Fund, LP and Ascendiant Focus Fund, LP.
Headquartered in Irvine, California, we have a team of 30 professionals (and growing) located in key markets throughout the United States. Our senior bankers have held executive and operational positions within public and private companies, as well as nationally prominent investment banks.
Ascendiant Capital Markets, LLC is registered as a broker-dealer with the U.S. Securities and Exchange Commission, and is a member of FINRA (Financial Industry Regulatory Authority) and SIPC (Securities Investor Protection Corporation).
https://www.otcmarkets.com/otc-link/broker-dealer-directory/ASCM
https://www.ascendiant.com/About/About-Us
"The Merger is expected to occur prior to October 31, 2019."
RLBY (Reliability Inc.) FORM 8-K.
https://www.sec.gov/Archives/edgar/data/34285/000107997419000494/rlby8k_9172019.htm
G.research LLC Receives FINRA Approval for Morgan Group Merger.
October 01, 2019 09:00 AM Eastern Daylight Time
RYE, New York--(BUSINESS WIRE)--G.research, LLC, a subsidiary of Associated Capital Group, (NYSE: AC), announced today that FINRA approved its Continuing Membership Application (CMA) permitting Morgan Group Holding Co. as the direct owner of G.research. G.research provides institutional research and trade execution services to hedge funds, mutual funds and other institutional money managers.
In May, the Board of Associated Capital Group formed a special committee to negotiate a transaction between G.research and Morgan Group Holding Co. The transaction remains subject to accounting and other regulatory dynamics as well as finalizing other conditions prior to closing. No assurance can be given that a transaction will be consummated.
About Associated Capital Group, Inc.
The Company operates its investment management business via Gabelli & Company Investment Advisers, Inc. (“GCIA” f/k/a Gabelli Securities, Inc.), its 100% owned subsidiary. GCIA and its wholly-owned subsidiary, Gabelli & Partners, collectively serve as general partners or investment managers to investment funds including limited partnerships, offshore companies and separate accounts. The Company primarily manages assets in equity event-driven strategies, across a range of risk and event arbitrage portfolios and earns management and incentive fees from its advisory activities. GCIA is registered with the Securities and Exchange Commission as an investment advisor under the Investment Advisers Act of 1940, as amended.
The Company operates its institutional research services business through G.research, LLC, an indirect wholly-owned subsidiary of the Company. G.research is a broker-dealer registered under the Securities Exchange Act of 1934, as amended, that provides institutional research services and acts as an underwriter.
The Company also derives investment income/(loss) from proprietary trading of assets awaiting deployment in its operating businesses.
https://www.businesswire.com/news/home/20191001005308/en/
Read this ...
The Importance Of NOL Shells
https://seekingalpha.com/article/2541945-the-importance-of-nol-shells
Hidden Gems: How Myrexis And Affymax Could Deliver Big Upside
https://seekingalpha.com/instablog/17510542-pickyourspots/5284170-hidden-gems-myrexis-affymax-deliver-big-upside
Great iBox! Thanks!
RLBY
Reliability Inc.
Shell + RM
https://investorshub.advfn.com/Reliability-Inc-RLBY-14036/
https://www.otcmarkets.com/stock/RLBY/profile
O/S: 17 268 993 [OTC Markets - 09/30/2019]
Float: 7M
10-K (For the fiscal year ended December 31, 2013).
Page 74
https://www.sec.gov/Archives/edgar/data/1158223/000144530514001231/affy1231201310-k.htm
"At December 31, 2013, we had federal and state net operating loss carryforwards of $481.0 million and $491.0 million, respectively. The federal net operating loss carryforwards begin to expire in 2028 and state net operating loss carryforwards begin to expire in 2018, if not utilized. At December 31, 2013, we had federal and state research credit carryforwards of $9.0 million and $7.0 million, respectively. The federal credits begin to expire, if not utilized, in 2022 and state credits are carried forward indefinitely."
https://www.sec.gov/news/press-release/2019-189
"The public comment period will remain open 60 days following publication of the proposal in the Federal Register."
I think these are just discussions ... I would guess they move slow and it’d take a long time to get anything implemented. IMO
SEC & Shells.
#SEC Proposes Amendments to Enhance Retail Investor Protections.
https://www.sec.gov/news/press-release/2019-189
#Proposed Rule.
https://www.sec.gov/rules/proposed/2019/34-87115.pdf
"The proposed amendments to the piggyback exception would prohibit broker-dealers from relying on the piggyback exception for shell companies. This proposed amendment is intended to help retail investors by preventing shell companies, which can be used as vehicles for fraud, from maintaining a quoted market."
"The Commission does not believe that securities of shell companies should be continuously quoted pursuant to an exception that presumes that sufficient information about the issuer of the quoted security is reaching the marketplace. A continuously quoted market can increase the share price of a shell company that may have been promoted using inaccurate or misleading representations and could allow fraudsters to more easily fool new investors into believing there is an active and independent market for its security."
"One possible alternative would be to more narrowly target pump-and-dump schemes by eliminating the piggyback exception for publications or submissions of shell companies only during a fixed period after a reverse merger between a shell company and an operating company."
"These amendments could also benefit investors by potentially deterring fraudulent activity. For example, the inability of broker-dealers to rely on the piggyback exception when publishing quotations for securities of shell companies could draw trading activity away from these securities. Currently, many publications of quotations for quoted OTC securities associated with issuers identified as shell companies are eligible for broker-dealers to rely on the piggyback exception."
"Less liquid OTC securities could also migrate away from the quoted OTC market as a result of the proposed restrictions on the piggyback exception pertaining to (1) shell companies, (2) recently suspended securities, and (3) securities without a sufficient prior history of both bid and ask prices."
"As mentioned previously, some broker-dealers may withdraw from quoting certain OTC securities (e.g., shell companies) as a result of the costs of initiating and resuming quotations associated with the proposed amendments. As a result, there may be diminished price competition in these types of securities."
* * *
SEC & Shells.
#SEC Proposes Amendments to Enhance Retail Investor Protections.
https://www.sec.gov/news/press-release/2019-189
#Proposed Rule.
https://www.sec.gov/rules/proposed/2019/34-87115.pdf
"The proposed amendments to the piggyback exception would prohibit broker-dealers from relying on the piggyback exception for shell companies. This proposed amendment is intended to help retail investors by preventing shell companies, which can be used as vehicles for fraud, from maintaining a quoted market."
"The Commission does not believe that securities of shell companies should be continuously quoted pursuant to an exception that presumes that sufficient information about the issuer of the quoted security is reaching the marketplace. A continuously quoted market can increase the share price of a shell company that may have been promoted using inaccurate or misleading representations and could allow fraudsters to more easily fool new investors into believing there is an active and independent market for its security."
"One possible alternative would be to more narrowly target pump-and-dump schemes by eliminating the piggyback exception for publications or submissions of shell companies only during a fixed period after a reverse merger between a shell company and an operating company."
"These amendments could also benefit investors by potentially deterring fraudulent activity. For example, the inability of broker-dealers to rely on the piggyback exception when publishing quotations for securities of shell companies could draw trading activity away from these securities. Currently, many publications of quotations for quoted OTC securities associated with issuers identified as shell companies are eligible for broker-dealers to rely on the piggyback exception."
"Less liquid OTC securities could also migrate away from the quoted OTC market as a result of the proposed restrictions on the piggyback exception pertaining to (1) shell companies, (2) recently suspended securities, and (3) securities without a sufficient prior history of both bid and ask prices."
"As mentioned previously, some broker-dealers may withdraw from quoting certain OTC securities (e.g., shell companies) as a result of the costs of initiating and resuming quotations associated with the proposed amendments. As a result, there may be diminished price competition in these types of securities."
* * *
O/S: 17 268 993
Beneficial Ownership (Jeffrey E. Eberwein): 60.23 %
G.research 43rd Annual Automotive Symposium.
RYE, N.Y.--(BUSINESS WIRE)--G.research will host the 43rd Annual Automotive Symposium on Monday, November 4th through Tuesday, November 5th in Las Vegas, NV. This research meeting will feature presentations by senior management of several leading automotive companies with an emphasis on industry dynamics, technical innovation, EV, and macroeconomic trends. Discussions will be moderated by GAMCO analysts Carolina Jolly, Brian Sponheimer and Shawn Kim. Investors should contact their salesperson for more information or to register for this event.
Indicated Participants:
AutoNation, Inc. (NYSE: AN)
AutoZone, Inc. (NYSE: AZO)
Boyd Group Income Fund (TSE: BYD.UN)
Cooper Tire & Rubber Co. (NYSE: CTB)
Dana Inc. (NYSE: DAN)
Donaldson Company, Inc. (NYSE: DCI)
Gentex Corp. (NASDAQ: GNTX)
Genuine Parts Company (NYSE: GPC)
Lear Corp. (NYSE: LEA)
Monro Inc. (NASDAQ: MNRO)
Motorcar Parts of America, Inc. (NASDAQ: MPAA)
Navistar International Corp. (NYSE: NAV)
O'Reilly Automotive Inc. (NASDAQ: ORLY)
Penske Automotive Group, Inc. (NYSE: PAG)
Rush Enterprises, Inc. (NASDAQ: RUSHA)
Sonic Automotive, Inc. (NYSE: SAH)
Standard Motor Products, Inc. (NYSE: SMP)
Stoneridge Inc. (NYSE: SRI)
Superior Industries Intl (NYSE: SUP)
Tenneco Inc. (NYSE: TEN)
https://www.businesswire.com/news/home/20190926005155/en/
RLBY
Reliability Inc.
+ NOL: $15 000 000
RLBY Market Depth MM:
****************************
- CSTI (CANACCORD GENUITY LLC)
- GTSM (GTS Securities LLC)
- CDEL (Citadel Securities)
- NITE (VIRTU Americas LLC)
- OTCX (OTC Link ECN)
- CFGN (Celadon Financial Group LLC)
- ETRF (G1 Execution Services, LLC)
RLBY
Reliability Inc.
Form 8-K RM
https://www.sec.gov/Archives/edgar/data/34285/000107997419000494/rlby8k_9172019.htm
RLBY
Reliability Inc.
8-K RM
https://www.sec.gov/Archives/edgar/data/34285/000107997419000494/rlby8k_9172019.htm
- SEC Filings News? ... No !!!
- Secretary of State Filings News? ... No !!!
- Press Release News? ... No !!!
- OTC Markets SS News? ... No !!!
... Pump & Dump! IMO.
MM games!
MGHL O/S: 4.8M
8-K
https://www.sec.gov/Archives/edgar/data/1162283/000120677419001942/morgan3607611-8k.htm
Item 8.01 – Other Events
On June 18, 2019, Morgan Group Holding Co. (“Morgan”) issued a press release which announced an agreement in principle with Associated Capital Group (“AC”, NYSE:AC), to acquire a subsidiary of AC, G.Research, LLC. Under the proposed terms, Morgan will acquire G.Research for 50,000,000 shares of Morgan’s common stock (“Transaction”). The Transaction is subject to the execution of definitive documents and the satisfaction of customary closing conditions and regulatory approvals. Accordingly, no assurances can be given that a binding agreement will be entered into, that the proposed Transaction will be consummated or the timing thereof. If the contemplated Transaction closes, AC will hold approximately 91% of Morgan’s outstanding common shares.
Commensurate with the closing of the Transaction, Morgan’s current Board of Directors, Mario J. Gabelli and Robert E. Dolan will resign as Directors and Mr. Dolan will step down from his position as Chief Executive Officer and Chief Financial Officer.
A copy of the Press Release is being furnished hereto as Exhibit 99.1 and is hereby incorporated by reference to this Current Report.
Mario J. Gabelli has served as a director and Chairman of the Board since 2001.Mr. Gabelli previously served as Chief Executive Officer of the Company from November 2011 to November 2012. Mr. Gabelli has also served as Chairman, Chief Executive Officer, Chief Investment Officer – Value Portfolios and a director of GAMCO Investors, Inc. (“GAMCO”), a publicly traded company in the asset management business, since 1978. In connection with those responsibilities, he serves as director or trustee of registered investment companies managed by GAMCO and its affiliates (“Gabelli Funds”). Mr. Gabelli has served as Executive Chairman of Associated Capital Group, Inc. (“Associated Capital”) since May 2016 and previously served as the Chief Executive Officer of Associated Capital from May 2015 until November 2016. Associated Capital is a public company containing the alternative investment management business, institutional research services business and certain cash and other assets that were spun off from GAMCO in November 2015. Mr. Gabelli has also been a portfolio manager for Teton Advisors, Inc. (“Teton”) from 1998 to February 2017. Since March 1, 2017, GAMCO serves as a subadvisor to Teton, and Mr. Gabelli serves as a portfolio manager under that sub advisory agreement. Teton is an asset management company which was spun off from GAMCO in March 2009. He has also served as Director of CIBL, Inc. since November 2007, when CIBL was spun off from LICT Corporation. In addition, Mr. Gabelli is the Chief Executive Officer, a director and the controlling shareholder of GGCP, Inc. (“GGCP”), a private company which owns a majority of GAMCO’s Class B Stock and a majority of Associated Capital’s Class B Stock through an intermediate subsidiary, GGCP Holdings LLC. He is also the Chairman of MJG Associates, Inc., which acts as an investment manager of various investment funds and other accounts. Mr. Gabelli has served as a director of LICT since 1999, and as President and Chief Executive Officer of LICT since December 2010. He has also served as LICT’s Chairman since December 2004 (and also served as Chairman from September 1999 to December 2002), as its Vice Chairman from December 2002 to December 2004, and as Chief Executive Officer from September 1999 to November 2005. Mr. Gabelli has served as a director of ICTC Group, Inc. (“ICTC”), a telecommunications company serving southeastern North Dakota which was spun off from LICT in May 2010, since July 2013 to the present. Mr. Gabelli serves as Overseer of the Columbia University Graduate School of Business and as a Trustee of Boston College and Trustee of Roger Williams University. In addition, he serves as Director of The Winston Churchill Foundation, The E. L. Wiegand Foundation, The American-Italian Cancer Foundation, and The Foundation for Italian Art & Culture. He is also Chairman of the Gabelli Foundation, Inc., a Nevada private charitable trust. Mr. Gabelli previously served as Co-President and President of Field Point Park Association, Inc.
Form 10-K (Filed 02/26/19 for the Period Ending 12/31/18).
Form 10-K (June 30, 2018).
Upon termination of the Receivership, Roran took possession of all books and records made available to it by the SBA, and Roran expended, and has continued to expend, its own funds to maintain the viability of the Company. The termination of the Receivership also caused a new board of directors to be appointed (the “ New Board ”). The New Board considered a variety of options for the Company, including bankruptcy. The New Board determined that such action made scant sense as the Receivership had the same basic
result as bankruptcy. Another option was to merely liquidate and legally dissolve the Company, which would result in the complete loss of investment by all shareholders. Roran provided assurances that it would fund reasonable expenses of the Company so long as progress was being made to reorganize the Company and to identify either (i) a new business to undertake; or, (ii) an existing business with which to merge or otherwise acquire. The New Board has continued to work toward achieving that goal. With no assets
and no SBIC license from the SBA, no income, and liabilities in excess of $10,000,000, the New Board concluded that continuing to operate as a registered investment company was impossible.
ITEM 12. SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table provides information regarding the beneficial ownership of our common stock as of September 04, 2018, which is also referred to herein as the “Evaluation Date”, by: (i) each person or group who is known by us to beneficially own more than 5% of our common stock; (ii) each of our current directors; (iii) each of our named executive officers as set forth in Item 11 of this Annual Report; and, (iv) all such directors and executive officers as a group. The table is based upon information supplied by our officers, directors and principal shareholders and a review of Schedules 13D and 13G, if any, filed with the SEC. Unless otherwise indicated in the footnotes to the table and subject to community property laws where applicable, we believe that each of the shareholders named in the table has sole voting and investment power with respect to the shares indicated as beneficially owned.
Applicable percentages are based on 1,915,548 shares outstanding as of the Evaluation Date, adjusted as required by rules promulgated by the SEC. These rules generally attribute
beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules include shares of our common stock issuable pursuant to the exercise of stock options or warrants that are either immediately exercisable or exercisable within 60 days of the Evaluation Date. These shares are deemed to be outstanding and beneficially owned by the person holding those options for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
https://www.mediafire.com/convkey/a5bd/3h7t6l2zw9s15lzzg.jpg
Form 10-Q (December 31, 2018).
The Company’s outstanding judgment payable owed to the SBA was purchased by Roran from the SBA in July 2017. As such, all amounts due under the outstanding judgment payable are now owed to Roran rather than the SBA. Upon purchase, the Company began to accrue interest that was due under the original terms of the judgment payable. The statutory interest rate is 0.094%. The Company has accrued $161,645 in interest on the judgment payable as of December 31, 2018.
On September 19, 2017, the Company entered into a Convertible Loan Agreement with Roran (the “Loan Agreement”). Pursuant to the Loan Agreement, Roran agreed to loan to the Company an amount not to exceed a total of $150,000 in principal over 18-months. Each advance under the Loan Agreement will be documented under a Convertible Promissory Note issued by the Company in favor of Roran (the “Note”). The Note bears interest at the rate of 12% per annum and is due in 18-months. Roran has the right to convert all or any portion of the Note into shares of the Company’s common stock at a conversion price equal to 60% of the share price. As a result of the advances made pursuant to the Loan Agreement, the Company has incurred total obligations of $139,338 as of December 31, 2018. The Company recorded a BCF due the conversion option of $86,800, and the unamortized balance at December 31, 2018 is $25,517. The amount is netted against the note payable balance as a debt discount with the corresponding entry to additional paid-in capital. The debt discount has been amortized as interest expense through the maturity date in March 2019. The Company is currently negotiating with Roran to extend the due date and provide additional funding.
P.S.
$11M Debt + Convertible Securities.
Dirty Shell. IMO.
Yes! Open Market Purchase. Direct Ownership.
I agree!
CPKA (Chase Packaging Corp.) Reverse Merger at Work!
https://www.otcmarkets.com/stock/CPKA/profile
https://investorshub.advfn.com/boards/board.aspx?board_id=20249
* * *
RLBY (Reliability Inc.) RM in process!
https://www.otcmarkets.com/stock/RLBY/profile
https://investorshub.advfn.com/boards/board.aspx?board_id=14036
Yes! Thanks for information!
RLBY Form 10-K (Filed 03/29/18 for the Period Ending 12/31/17).
https://www.mediafire.com/convkey/321a/u1jvqh17jyo1lyczg.jpg
RLBY Form 10-K (Filed 03/28/19 for the Period Ending 12/31/18).
https://www.mediafire.com/convkey/e094/j8wli7xqod986a4zg.jpg
RM in process!
Reverse Merger coming!
RLBY - Reliability Inc.
+ Low O/S.
+ Low Debt.
+ Beneficial Ownership: exceeds 51%.
+ NOL: $15 000 000
+ etc.
RLBY good & clean shell ready for big REVERSE MERGER!
Some Red Flags:
1). 43 800 000 O/S - is it a guaranteed REVERSE SPLIT once they do find a reverse merger!
2). Caveat Emptor Status: 08/05/2016 - 04/10/2018
3). "THE COMPANY MAY BE SUBJECT TO INTEREST AND PENALTIES FOR FAILURE TO FILE FEDERAL AND CALIFORNIA INCOME TAX RETURNS.
The Company filed Forms 5471 and 5472 with the Internal Revenue Service (the “IRS”) late. The IRS could impose aggregate penalties of approximately $330,000 for such late filings. As of December 31, 2018 and the date of the Company’s financial statements, the Company has not received any correspondence from the IRS in respect of such penalties. The imposition of such penalties would have a material adverse effect upon the Company’s financial condition." [Last 10-K].
Thanks for information!
"Morgan Group Holding Company is a publicly traded fully reporting holding company with no operating businesses.
We are actively pursuing business opportunities primarily in, but not limited to, the US manufacturing sector with EBITDA of $5-$20 million.
We are happy to elaborate on our criteria in greater detail with interested parties."
http://morgangroupholdingco.com/
+ Low O/S.
+ Cash.
Good Shell! Perfect candidate for a Reverse Merger!
See last report 10-Q: "Note 4. Convertible Notes to Related Party."
#Convertible Promissory Note 1.
Debt: $73,500
%: $80,708
$73,500 / $0.001 = 73 500 000 shares.
$80,708 / $0.001 = 80 708 000 shares.
73 500 000 shares + 80 708 000 shares = 154 208 000 shares.
#Convertible Promissory Note 2.
Debt: $255,681
%: $12,023
$255,681 / $0.25 = 1 022 724 shares.
$12,023 / $0.25 = 48 092 shares.
1 022 724 shares + 48 092 shares = 1 070 816 shares.
* * *
154 208 000 shares + 1 070 816 shares = 155 278 816 shares.
Potential Dilution: 155 278 816 shares.