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SEC Orders More Disclosure By Shell Companies
Investor Information
July 6 2005
Shell companies are about to step into the light and only time will tell which of these entities can survive the glare. On June 29, 2005, the SEC adopted a series of rules calculated to assure that investors in shell companies will have access to timely material information. The new rules will require shells to make information publicly available when assets or operations are acquired.
Until now, companies have been able to become public and still avoid detailed disclosure by engaging in reverse-mergers, where a private business takes control of an existing public shell. Reverse-mergers have been appealing because they allow these private companies – which often are tiny and under-capitalized – to enter the public marketplace without the time consuming, exhaustive process imposed by an initial public offering. That is about to change.
When a company becomes public through an initial public offering it is required to file a detailed registration statement with the SEC, providing material information about the company’s financial condition, operations, management and controlling shareholders. This process is designed to protect investors by giving them access to facts which may guide their investment decision.
Reverse-mergers have flown under this regulatory radar. Shell companies often file Forms 8-K disclosing such acquisitions – but little else. While the shell may provide limited financial information for the acquired company, details about management, shareholders, promoters and operations are often scarce. The information may be incomplete, and in some instances misleading or inaccurate, but shares of the former shell have continued to trade without prior review by the SEC.
The lack of disclosure and regulatory input leaves such transactions prone to fraud and abuse. The new rules, which are intended to address those problems, relate to the use of Forms S-8, 8-K, and 20-F by public shell companies.
Form S-8 is a registration statement used by public companies to register shares issued pursuant to employee benefit plans. Shares can be registered for such plans without identifying the individuals who will be receiving stock. And, unlike other registration forms, Form S-8 becomes effective as soon as it is filed, without any SEC review. Form 8-K is used by public companies to report certain significant corporate actions, including acquisitions and mergers. Form 20-F is a multi-function form used by foreign private issuers.
The new rules define a shell company, generally, as an issuer with no or nominal operations and either (i) no or nominal assets; or (ii) assets consisting solely of cash or cash alternatives; or (iii) assets consisting of any amount of cash and cash equivalents and nominal other assets. In other words, companies can not avoid shell status solely by holding cash.
Under the new rules shell companies shall
• be prohibited from using Form S-8;
• be permitted to use Form S-8 (i) once they have become operating entities; and (ii) they have filed with the SEC the same detailed information about the operating company that would be required in a full-blown registration statement; and (iii) 60 days have elapsed since such information was filed.
• File a Form 8-K relating to any acquisition or disposition of assets or change in control within four business days of the transaction, including the same information that they would be required to provide if they were filing a registration statement.
Similar rules will govern foreign private issuer shell companies, which now will be required to disclose material information about newly acquired operating businesses.
The new rules, most of which will go into effect 30 days after they are published in the Federal Register, promise to provide investors with a wealth of information that has not been available previously. Promoters, on the other hand, are likely to start looking for loopholes.
monamona does QBID trade over their on the Berlin exchange,
will we ever see one like that?????
did you guys see this yet
http://www.stockpatrol.com/article/key/sec%20rules%20for%20shells
DING DING DING round one over
NO WAY JULY 15 th will happen, Frank cant keep a dead line and we all know it. look out AUG here we come
level 2 line up tia
Logo will spend about $16 million on programming -- commissioned and purchased -- in 2005, a figure that's projected to rise to $20 million next year and $25 million in 2007. The network predicts that ad revs will come in at $900,000 this year, $8.1 million in 2006 and $16.5 million in 2007, according to Kagan Research
Were is Honolulu on that list? and its past june 1
something must be up because run is not in all the citys the pr says look http://www.rcn.com/cabletv/lineupMain.php
Is rcn in Honolulu????????????????
What renee said from the last c.c.
Renee: As you know when TMM was purchased we purchased a shell company and we then filled that shell up with assets that we had like the Network. Unfortunately for us the shell that we bought was not as clean as it had been represented to us when we bought it. So it highly unlikely that we can ever pass an audit, we can pass a financial audit we cannot pass an Edgar audit on the shareholder base. So it is very unlikely that we are going to get off the pinks for quite sometime. However that doesn’t mean we aren’t looking around to go and see maybe some innovative way to get off the pink sheets and get onto an exchange but it is to early for me to answer that. Besides there is a lot of work to be done and I don’t want to be quoted as saying, “we’re going to be off within a certain period of time.”
why is the pr from the Netherlands?
Qs not buying back yet with volume this low
i was saying Qs been at it 7 years
not 7 years
they all sell shares back into the market.
would the 3% buy back show up in the daily volume????
yea it's only been 7 years
wow i live by hunters but never been their its just west of the airport in chicago
Montréal 2006: 4,800 Registered!
Montréal, 13 May 2005 – “We now have 4,800 people registered for the 1st World Outgames Montréal 2006,” Ms. Louise Roy, CEO of Montréal 2006, announced today. “After our promotional activities over the last two weeks in the United States, France and Belgium, we are pleased to report that interest in the 1st World Outgames has not diminished at all over the last eight months.”
United States
More than 600 Americans have now registered for the Outgames and, with the increasing interest shown in the Outgames by American teams, it seems clear that many more sports teams from the U.S. will be registering over the course of the next four months.
As well, Team New York has invited Montréal 2006 to organize a registration day for the Outgames in the near future. Meanwhile, on the west coast, Montréal can now count on the support of Équipe SF2006 in San Francisco, which represents an important breakthrough in this market.
The National Gay and Lesbian Task Force, the largest LGBT rights group in the United States, has just become a partner for Montréal 2006’s International Conference on LGBT rights. Mr. Sean Cahill, the director of the Task Force's Policy Institute, will represent the NGLTF on the International Scientific Committee of the Conference. GLAF (the Gay and Lesbian Athletic Foundation) is already a partner for the Conference.
Montréal 2006 has signed a promotional agreement with Columbia
FunMaps, which produces and distributes maps of more than 50 cities worldwide, highlighting the best that American, Canadian, and European cities have to offer LGBT travelers.
France
Registration days in France during the Various Voices Paris 2005 choral festival stirred up excitement about the Outgames and created a new wave of support for Montréal 2006. About ten European choruses signed up for the cultural programme and l’Autre Cercle, an association of LGBT businesspeople, became a partner for the International Conference. Nearly 300 registrants from France have now registered for the Outgames.
In sports, Parisian badminton association Acrobad has registered, as have swimmers from Paris Aquatique, along with wrestlers from France. Montréal 2006 will also be present at the Tournoi international de Paris that will take place from 13 to 16 May.
Belgium
Montréal 2006’s participation in Brussels Pride, in collaboration with two LGBT sport associations in Belgium—Brussels Gay Sport and Active Company from Antwerp—was a great success. The two associations are actively working to bring Belgian participants to Montréal in unprecedented numbers. Our registration activities in Belgium have already brought in 70 new registrations in addition to the 40 already registered, but the two clubs are aiming to send a delegation of at least 130 Belgians to Montréal for the Outgames.
As well, Homoparentalité and the Fédération Arc-en-ciel, two Belgian associations actively involved in the defence of LGBT rights, will be attending the International Conference in Montréal.
EuroGames
Montréal 2006 will be launching a large-scale registration promotion that will kick off with the EuroGames, which will be held in Utrecht, in the Netherlands, from 16 to 20 June 2005. Then, hot on the heels of the EuroGames, Montréal 2006 will also have a major presence in the CSD events in Berlin from 22 to 26 June.
– 30 –
Source:
Jean-Yves Duthel
Public Relations
Montréal 2006
+1 (514) 252-5858 ext. 5352
Cell. +1 (514) 803-1517
jduthel@montreal2006.org
The 1st World Outgames Montréal 2006 Organising Committee is a not-for-profit organisation. The games will be held from 26 July to 5 August 2006 with more than 16,000 participants in the sport, cultural and conference programmes. Thirty-five sports disciplines will be represented during seven days of competitions. Participants from around the world and from over 100 different countries are expected. Opening and Closing ceremonies will cap off the sports competitions, open to all. An international gay sport and cultural “Rendez-Vous” not to be missed!
The U.S. Food and Drug Administration's soon-to-be-implemented guidelines about anonymous sperm donors present a reproductive-rights issue for both gay men and lesbians. When a government can't directly stop "undesirable" people from reproducing, it simply makes it more difficult for them - in this case, by instituting a policy that is more politically motivated than it is rooted in science.
The FDA's new guidelines – set to take effect on May 25 – recommend as "ineligible" for sperm donation any man who has had sex with another man in the previous five years, even if he's in a monogamous relationship or routinely practices safer sex. They further restrict donations from men who have had sex in the previous 12 months with anyone "known or suspected to have HIV infection." (The "suspected to" part is particularly creepy.)
This policy – which has no basis in the science of HIV – actually got its start six years ago, during the Clinton administration, at the FDA's spooky-sounding "Human Tissue Seminar." At that time, the agency announced its intention to make it illegal for all gay men to become anonymous sperm donors because of their supposed across-the-board risk for HIV. Despite the growth of HIV infection in the heterosexual population, straight men with multiple sexual partners would have faced no similar restriction.
A flood of protest ensued, primarily from sperm banks, which rightly saw it as invasive regulation of an industry that already employed necessary safeguards against HIV. Indeed, there were on record only a few cases of HIV transmission through infected donor sperm. (And today, there is no recorded increase of such transmission.) Happily, activists were successful at staving off the discriminatory change, but under Bush, the FDA began revisiting the idea in earnest.
Let's face it – the underlying premise of the FDA guidelines is that gay men should not father children, although the agency doesn't come right out and say that. It conveniently circumvents the charges of antigay discrimination by noting that the guidelines don't have the force of law, and that the agency's official regulations – which do carry legal force – never use the words "gay" or "homosexual." Yet, as one sperm-bank director admitted to gay blogger Michael Petrelis, "A lot of clinics will use the guidelines as an intimidation document and refuse gay donors."
What's more, the new guidelines also have a direct impact on lesbian reproductive choice. Many lesbian couples prefer gay sperm donors. Indeed, they may have chosen a sperm bank where donors agree to have their identity revealed at some point in the future – usually when the child comes of age – and want that donor to be "family" in more ways than one.
If you think that I'm sounding a false alarm, that our government doesn't get involved in who can and can't reproduce, think again. In fact, the U.S. government has often tried to prevent or discourage certain people from having children – especially poor women, women of color, and people with mental or physical disabilities. It has accomplished this through sterilization programs disguised as "contraception" – perhaps most heinously, in a campaign of the 1970s that succeeded in sterilizing a fourth of all Native American women living on government reservations. Individual abuses are still being documented, especially in cities with high immigrant and people-of-color populations.
The other significant means by which the government restricts the reproductive rights of specific people is through punitive economic policies that make it impossible for them to raise their own children. For example, the 1996 "welfare reform" bill instituted a "family cap" that limits payments to women if they become pregnant while accepting government assistance.
Understand that, at the same time, our government tries to make it more difficult for white, middle-class women to opt out of motherhood, by chiseling away at their right to choose. And although abortion is still technically legal in the United States, fewer and fewer medical schools now teach the procedure, and the number of doctors performing abortions has therefore been drastically reduced since the historic Roe v. Wade decision of 1973.
Of course, the new FDA guidelines for sperm donors may seem benign compared to egregious examples from the women's reproductive-rights movement. But the lesbian and gay community shouldn't fool itself into complacency. The guidelines are ultimately all about who is and isn't "fit" to parent – who is, in effect, "mommy material," a phrase I coined a few years back. Now the FDA is poised to include gay men – based on their sexual identity, not on the realities of their sexual behavior – under the rubric of those who aren't "daddy material."
Paula Martinac is a Lambda Literary Award-winning author of seven books and editor in chief of Q Syndicate.
CHICAGO, Illinois — In anticipation of Gay Games VII coming to Chicago in July 2006, Illinois is pushing ahead with it’s first targeted effort to attract gay and lesbian travelers to niche markets across the state.
“We will have our first ever media familiarization trip focusing on the affluent gay and lesbian market,” Jan Kostner, deputy director of the Illinois Bureau of Tourism, told 600 travel professionals gathered Wednesday at the 18th annual Illinois Governor's Conference on Tourism.
In August, the state and city together will host members of the gay press for a familiarization trip, showing them the city’s gay scene, sites and tourist destinations.
“We will promote the Gay Games, and Chicago and Illinois as gay-friendly destinations,” Kostner told the Chicago Tribune. “We want to get the city on the radar screen.”
According to Kostner, after tackling Chicago, the bureau of tourism plans to extend familiarization trips to cities including Springfield and Galena.
The initiative comes about a year after the state more than doubled annual budgets for marketing to two other fast-growing travel-market sectors – African-Americans and Latinos. The state will spend $350,000 to market to each group, both this fiscal year and the next, which begins July 1.
“We are definitely heeding the warning that we need to find strategies that reach a greatly diversified audience,” Kostner said at the conference at the Hilton Chicago.
There are strong financial incentives for reaching out to niche markets.
Gays and lesbians spent an estimated $54.1 billion on travel in 2003, representing about 15 percent of the U.S. travel market, according to Community Marketing Inc.
And because many are dual-income couples with no children, they have a good deal of discretionary income and time, said John D'Alessandro, interim executive director of the International Gay & Lesbian Travel Association.
In addition to working with the state on the press trip in August, the city will have a chance to show off its attractions in September, when the National Lesbian and Gay Journalists Association meets at the Palmer House Hilton.
The Gay Games, with 23 sports competitions, are expected to draw 12,000 participants and generate more than $35 million in tourism revenue for the city.
“The city has all the bone structure – a great community of bars and restaurants that are gay- and lesbian-friendly,” said D'Alessandro. “The city just has got to remind people that they are there.” – Gay Link Content
--------------------------------------------------------------------------------
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Activists Want to Create Gay Neighborhood
Saturday, January 22, 2005
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SPOKANE, Wash. — Gay activists in this staid Washington city are planning to create a neighborhood of gay-oriented homes, businesses and nightlife — a development religious conservatives contend would clash with Spokane's family-centered culture.
"A gay mecca is not what we'd like to see Spokane marketed as," said Penny Lancaster, director of Community Impact Spokane (search), a network of evangelical Christians. "I'd rather see us promoted as a conservative, family-oriented community without any reference to sexual orientation."
But proponents of the plan say a gay district would signal that Spokane is tolerant and progressive.
"There is a very large gay population here," said Bonnie Aspen, a business owner who arrived with her partner two years ago to escape the congestion of the San Francisco Bay (search) area.
Spokane — which in trendy Seattle is shorthand for tragically unhip — has long been dominated by conservative politics that stem from its history as a mining and farming center. But it also has a large core of Democrats and libertarians who share the West's live-and-let-live philosophy.
Most of all, the city identifies itself as a good place to raise a family — and opponents contend that's at odds with the image of a gay district.
The idea for the district has roots in the theories of Richard Florida, an economist whose 2002 book "The Rise of the Creative Class" contends the economy of the future will be created by the 38 million workers who toil in creative industries.
Florida, a Carnegie Mellon University professor, said members of the creative class consider recreation, culture and ethnic diversity, including a large population of gays, as central to where they live. Places like New York, Boston, San Francisco and Seattle have those qualities. Places like Spokane generally do not.
Even though they face little discrimination, gays stay under the radar in Spokane, said Aspen, a member of the Inland Northwest Business Alliance, an association of gay and gay-friendly businesses that is pushing the idea.
"Visibility equals freedom," Aspen said. "Invisibility we have dealt with all our life."
She predicted a gay district will exist within the next year or two.
With about 200,000 residents, Spokane has little history of gay activism, other than an effort a few years ago that added homosexuals as a protected class to its human rights ordinance.
Tom Reese, an economic development officer for Spokane, said city government is not exactly pushing the notion of a gay district, but they don't oppose it either.
"It is our desire to create an environment where diversity and different interests and lifestyles of all types can flourish," Reese said.
No public funds will be used to create the district, which is dependent on developers, Aspen said. No location has been announced.
Spokane already has a gay newspaper, Stonewall News Northwest, and some businesses that cater to gay residents. It has had an openly gay member of the City Council.
But creating a district is still important, said Marvin Reguindin, owner of a Spokane graphic design firm.
"It would help youth struggling with their sexuality to realize they don't have to go away to a big city to be gay. You can be gay right here in Spokane," he said.
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Kraft attacked for backing Gay Games Larry Buhl, PlanetOut Network
Thu May 12, 8:30 PM ET
SUMMARY: Kraft Foods has come under attack by the American Family Association, which urges the food maker to drop its corporate sponsorship of the 2006 Gay Games in Chicago.
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Kraft Foods came under attack this week by the American Family Association, a Mississippi-based anti-gay group, which urges the food maker to drop its corporate sponsorship of the 2006 Gay Games in Chicago.
Kraft, headquartered in suburban Chicago, is a business sponsor of the Gay Games and will also sponsor the swimming events.
In an e-mail sent Monday, AFA encouraged its 500,000 members to make a personal call to Kraft and "tell them to pull their financial support from the 2006 Gay Games." The group is not, however, calling for an official boycott of Kraft or other corporate sponsors, according to Kathryn Hooks, AFA's director of media.
"We believe many of Kraft's customers would be offended to know a portion of their finances from Kraft purchases is being used to support something they oppose, and we also believe Kraft corporation would want to hear from its customers," Hooks said.
A staunch opponent of gay rights, the AFA regularly does battle against what it calls the "radical homosexual agenda" and is best known for urging boycotts of Disney and Procter & Gamble. The group regularly protests companies that advertise on shows such as "Will & Grace" and "Desperate Housewives."
The noise made by the large and well-funded -- $11 million in 2000 -- group has so far had little impact on the Gay Games. Seventy-two companies, including PlanetOut Inc., have signed on to be sponsors, and it is unlikely that any might pull out because of conservative religious pressure, according to Kevin G. Boyer, a spokesman for Chicago's 2006 event.
"It's disappointing that a group would target something like an event that celebrates sports and healthy lifestyles," Boyer told the PlanetOut Network. "But AFA's efforts seem more about energizing their base and raising money than bringing about policy changes. Kraft is behind us 100 percent."
Boyer also noted that the Gay Games have broad public support in Chicago, including that of the mayor, Richard M. Daley, who is the honorary chair of Chicago 2006.
This support was reiterated in a statement from Chicago City Hall. "Mayor Daley is committed to the success of the 2006 Gay Games because it is an expression of international goodwill and a celebration of the lesbian, gay, bisexual and transgender communities, which are important to Chicago," said Bill Greaves, Chicago's liaison to the LGBT communities.
AFA's actions drew harsh words from the Federation of Gay Games, the governing board for Chicago 2006. "AFA's call for negative messaging against Kraft Foods is an insult, not just to the sponsors and LGBT athletes of the Gay Games, but to all of the straight and accepting athletes, coaches, supporters and families who enjoy the quadrennial celebration of excellence and acceptance," said Roger Brigham, a spokesman for the Federation.
On Wednesday Kraft and other sponsors were attacked by another religious right group following AFA's lead. The Illinois Family Institute asked its members to target Kraft and five other Illinois companies that are sponsoring what it calls the "Homosexuality Games."
"By allowing their corporate logos to be used to promote the 'Gay Games,' Kraft, Harris Bank and other sponsoring companies are celebrating wrong and destructive behaviors, and showing their disdain for the majority of Americans who favor traditional morality and marriage," the group wrote on its Web site. Ironically, the site features a prominent bust of Abraham Lincoln, who has recently been regarded by some historians as gay.
Boyer said that a coordinated LGBT response to such attacks is not necessary, but he encouraged people who want to show their appreciation for Kraft's support of diversity to do so on their Web site, at Kraft.com, or through a link at gaygameschicago.org.
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Q. When is Gay Games VII?
A. Gay Games VII Sports and Cultural Festival will take place in Chicago 15-22 July 2006.
Q. What sports will be offered at Gay Games VII?
A. The 30 sports are: Badminton, Basketball, Beach Volleyball, Billiards, Bowling, Cycling, DanceSport, Darts, Diving, Flag Football, Figure Skating, Golf, Ice Hockey, Marathon, Martial Arts, Physique/Body Building, Powerlifting, Racquetball, Rowing, Rugby, Sailing, Soccer, Softball, Swimming, Tennis, Track & Field, Triathlon, Volleyball, Water Polo, and Wrestling.
Gay Games VII will also be offering Band and Choral participation. Those who register for Band and Choral will also receive a participation medal.
Q. How do I qualify to participate in Gay Games VII?
A. The Gay Games are open to anyone. The goal is to allow you to perform your personal best. There are no qualifying tournaments or preliminary events required for participation. Some sports may have divisions based upon ability, however, and instructions will be provided online.
Q. How can I register to participate in Gay Games VII?
A. Registration will be available on our website soon. Send an email to info@chicagogamesinc.org and we will place you on our email list so you can receive advanced notification when we go live with registration.
Q. How much does it cost to register for Gay Games VII?
A. Each individual participant pays a two-part fee. The total of these fees range from $160 to $299 per individual, and vary based upon whether you register early and what sport/cultural event you play.
Part 1 – Participation Fee. Register in 2004 for $125. Wait until 2005 and you will pay $175 (this may be reduced to $150). If you wait until 2006, you will pay a Participation Fee of $175 and may be assessed a late fee if you wait to register until just before the Gay Games.
Part 2 – Per Sport/Cultural Event Fee. This second fee varies per sport or cultural event to account for variable costs in producing these events.
$35 Per Sport/Cultural Fee: Badminton, Band, Basketball, Billiards, Bowling, Choral, Darts, Flag Football, Ice Hockey, Martial Arts, Powerlifting, Rugby, Soccer, Softball, Swimming, Track & Field, Water Polo, Wrestling, and Beach Volleyball.
$50 Per Sport Fee: Tennis and Volleyball.
$75 Per Sport Fee: Cycling, DanceSport, Diving, Figure Skating, Marathon, Physique, Racquetball, Triathlon, Rowling.
$124 Per Sport: Golf, Sailing
If you choose to play more than one sport, you will pay ONE Participation Fee and a sport fee for EACH sport in which you compete.
Chicago 2006 and Federation of Gay Games representatives met with rock star Melissa Etheridge at a benefit for Gay Games VII and POWERUP, the influential Hollywood-based networking organization for lesbians in the entertainment industry
TAKE ACTION: Right Wing tries to ruin Gay Games
CLICK HERE TO JUMP TO KRAFT ACTION UPDATES
The American Family Association is going after Kraft Foods for sponsoring the Gay Games. On their site they ask people to write to Kraft to object to sponsorship of the Gay Games, Well, you right wing pigs...two can play that game....
TAKE ACTION: Take 45 seconds and CLICK HERE TO THANK KRAFT FOR STANDING UP TO HATE AND BIGOTRY of the American Family Association.
THEN, CLICK HERE and open an email with links to Kraft for your friend. ....Tell EVERYONE to thank Kraft for not caving to these right wing freaks.
maybe with the audio fixed will see a pr on it today?
i hope buy back is done now with this being on oxygen or we wont see a pr on it
lobo you the man, keep up the good work.
mongo when will their be a cc?
lobo run the survey when a pr comes out then people come out of the wood work to see whats up. imo
How do you post in jail?