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(SORRY -LAST QUESTION I PROMISE)
If anyone looks at IRONRIDGE website -please click on the Iron Ridge Breathes Life pdf file - and note the explanation of a company(debtor) REQUESTING action by the creditor... in order to close and satisfy for SEC...
WHICH would answer your comment Maria... of why WAFR didn't "respond"...
(yay/nay?)
:)
Here is a recent-timely example
of companies that participate in the aforementioned:
http://www.ironridgeglobal.com/
(If I am looking at this correctly -if I am not I hope someone will correct me -thanks!)
Speaking to your question of financing out of receivership -yes it is SEC legit and a frequent occurrence in OTC... I'll go find data/link to back that up.
Maria,
What do you think about Seagull filing for this action because -of the timing of the up-listing? (Optimal to recover their $$ to be first in line)
WAFR can't up list without first satisfying the debt so -makes sense yay? (or am I backwards on this)...
thanks.
That is incorrect freebies.
The intent of merger was filed.. each SEC form has different regulations my friend. :)
Are you familiar with SEC regulations freebies?
:)
You can indeed file for a merger and then... cancel that filing.. in ten days...
however, the ten days is not up until Sunday -which means you don't know -and I don't know.. anything until Monday.
:)
ME TOO!! :)
(I'm afraid to even post on here in fear of being jumped by everyone -I'm never looking to argue or make anyone feel bad or wrong) . ..
I am wrong a lot so I try to stick with facts but.. \
I am a chick soooo- don't hold me to that...(you and I know how we can be!)
ACLP- Rocking the August/September Lottery-Bank
*or not
** but pretty sure
OTCmarkets.com
(comparing the two stocks is a good example) FLXP is an alternating reporter.. hence.. more indicative of "unreliable"..
secondly, ACLP is a current reporter.. (this doesn't mean we can't all get shanked.. but less likely than less reputable)
(third... ly... :) ACLP hasn't RS since it became ACLP.. I think in um -2011 maybe? So -it is not a common practice (yet).
No guarantees -just all things I glance over before even digging deeper.
Here's some links -supporting my haughty know-it-all attitude lol (I don't know squat really -just sharing some info to keep everyone busy till the news)**Much more productive than staring at volume all day (NOT that there's anything wrong with that!!)
http://www.otcmarkets.com/stock/FLXP/quote
http://www.otcmarkets.com/stock/ACLP/quote
http://www.investopedia.com/articles/fundamental-analysis/08/pink-sheets-ottcb.asp
It does happen Skull... however understanding the tiers of pinks is helpful. FLXP is listed as a toxic pink..
Either your broker doesn't have access -they don't have access to volume or, there is SEC pause for paperwork/processing. That is the only explanation possible. If you let the bid sit -it should click back into motion by EOD or tomorrow...
(sorry)
*was that snotty? I log in to boards for information and updates and feel frustrated for everyone's expectation/anxiety re: news. :) really only meant to help.
News may or may not come (I am vested in positive news myself) - but until they have cleared the 10 day mark... there won't likely be official news.
(maybe some pumping however, that would be highly irresponsible pumping IMHO)
Once they can publicly "clear" the shareholder "ten-day clause".. then they will file a def14-c... and then a 20 day window ensues... hope that is helpful. If anyone wants to verify -SEC is a public website -pretty sure you'll find info there.
Peace fellow ACLP-ers!
I don't mean to be a buzz-kill or anything...
I am pretty certain that SEC regulations require a ten day window before ACLP can announce anything... so.. ten days post July 10th.. would be....
Monday?
Pretty sure this would be the soonest anyone should be looking for "news."
<I'm wrong a lot> ((but pretty sure of SEC regs)) *since it is my job Hold on Peeps.
The filing was a preliminary.. the definitive must be filed within 20 days of the prelim. If you look at SEC from 2013 -there is a similar occurrence which.. can also help you gauge next few months.. maybe.. :)
I have .426 <??>
Macroaxis.com
7/16/14
Terra Tech Corp has current Potential Upside of 7.27. Potential Upside is the amount of upward price movement an investor or an analyst expects of a particular equity instrument.
Terra
Potential Upside
=
1PM
2PM
=
7.27
1PM = First upper moment
2PM = Second upper moment
I would if I were not already in so well!
:)
Today? If so, Nice. No fill for me at TD, Scott or CS
Within 20 days of 14-C is regulation.
July 10th + up to 20 days.
I Never Worry!
especially 'bout OTC :)
little-bored -(ihub app on phone is new) lol.
Sorry for last post -I could not figure out how to delete it and did not mean to cut/paste redundant info. *sorry
On October 9, 2013, the Company issued a note for $79,000 for fees. The Promissory Note matures on July 9, 2014 ,has an interest rate of ten percent and a ten percent original issue discount (“OID”). An OID represents the difference between the amount received and the face value of the note. The Promissory Note has a face value of $86,900, and the OID will be amortized into expense pro-rata over the term of the Note. Shares of Common Stock to be issued upon conversion of each tranche shall be determined by dividing (a) the conversion amount by (b) the Market Price. The “Market Price” is defined as 50% of the lowest closing bid price for the thirty (30) days immediately preceding the conversion date. At the Balance sheet date, $84,006 is included as the principal amount, which is comprised of $79,000 of principal plus $5,006 of accrued original issue discount. There have been no conversions or prepayments.
On November 1, 2013, the Company issued a note for $30,000 for consulting services. The convertible promissory note bears no interest and matures on May 31, 2014. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. The Company recorded a beneficial conversion discount of $30,000 based on the fair value of the common stock into which the note is convertible to and allocated $-0- of the proceeds to the discounted value of the note. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.
On December 1, 2013, the Company issued a note for $30,000 for consulting services. The convertible promissory note bears no interest and matures on June 30, 2014. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. The Company recorded a beneficial conversion discount of $30,000 based on the fair value of the common stock into which the note is convertible to and allocated $-0- of the proceeds to the discounted value of the note. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.
On January 1, 2014, the Company issued a note for $30,000 for consulting services. The convertible promissory note bears no interest and matures on July 31, 2014. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. The Company recorded a beneficial conversion discount of $30,000 based on the fair value of the common stock into which the note is convertible to and allocated $-0- of the proceeds to the discounted value of the note. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.
On February 1, 2014, the Company issued a note for $30,000 for consulting services. The convertible promissory note bears no interest and matures on August 31, 2014. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. The Company recorded a beneficial conversion discount of $30,000 based on the fair value of the common stock into which the note is convertible to and allocated $-0- of the proceeds to the discounted value of the note. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.
On February 28, 2014, an Investor advanced the Company $5,000 in a Promissory Note. The Promissory Note matures on March 31, 2015and an interest rate of ten percent. Shares of Common Stock to be issued upon conversion of each tranche shall be determined by dividing (a) the conversion amount by (b) the Market Price. The “Market Price” is defined as 50% of the lowest closing bid price for the thirty (30) days immediately preceding the conversion date.
On March 1, 2014, the Company issued a note for $30,000 for consulting services. The convertible promissory note bears no interest and matures on September 30, 2014. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. The Company recorded a beneficial conversion discount of $30,000 based on the fair value of the common stock into which the note is convertible to and allocated $-0- of the proceeds to the discounted value of the note. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.
Management believes that, at the current share price, we will not be able to sell a sufficient amount of our common stock to a third party to provide enough capital to satisfy our obligations for the next 12 months. Management is anticipating revenue growth through expansion of its customer base, and is also actively seeking financing through new and existing investors to fund operations. There is no assurance that the Company can reverse its net losses, or that the Company will be able to raise capital. If the Company is not successful in its capital raising efforts, then its expansion plans and software development efforts would need to be curtailed.
29
COMMITMENTS AND CONTINGENCIES
Facilities
Technest currently leases office space at 850 3rd Avenue in NYC, NY on a month-to-month basis Monthly lease amounts for this facility total approximately $2,000.
Off Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders. As of March 31, 2014, the Company had warrants outstanding for the purchase of 2,645,000 shares of common stock. The Company does not expect any material cash proceeds from exercise of these warrants. As of September 30, 2013, the Company had stock options outstanding for the purchase of 46,930,000 shares of common stock. In addition, on March 7, 2011, the Company entered into an Equity Purchase Agreement with a third party. Pursuant to the Equity Purchase Agreement, a third party shall commit to purchase up to $5,000,000 of our common stock over the course of 24 months commencing on the effective date of the registration statement pursuant to the registration rights agreement. The registration statement was declared effective on February 9, 2012; a post-effective amendment was filed on June 1, 2012 and was declared effective on June 13, 2012. No post-effective amendments have been filed since June 2012 and the registration statement is no longer effective. Our ability to draw down funds under the Equity Purchase Agreement is subject to a number of conditions set forth in the Equity Purchase Agreement, as are more fully discussed in the Risk Factors Section entitled “Risks Related to Market Conditions.”
Effect of inflation and changes in prices
Management does not believe that inflation and changes in prices has had or will have a material effect on operations.
Critical Accounting Policies and Estimates
The preparation of our financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities as of the date of the financial statements and the amounts of revenues and expenses recorded during the reporting periods. We base our estimates on historical experience, where applicable and other assumptions that we believe are reasonable under the circumstances. Actual results may differ from our estimates under different assumptions or conditions.
Our critical accounting policies and use of estimates are discussed in, and should be read in conjunction with, the annual consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2013 as filed with the SEC.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures.
We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the specified time periods and accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding disclosure.
Our management, with the participation of our Chief Executive Officer (“CEO”) and our Principal Financial Officer (“PFO”), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of March 31, 2014. In designing and evaluating disclosure controls and procedures, we and our management recognize that any disclosure controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objective. As of December 30, 2013, based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls, the CEO and PFO concluded that our disclosure controls and procedures were not effective.
30
In light of the conclusion that our internal controls over financial reporting were ineffective as of March 31, 2014, we have applied procedures and processes as necessary to ensure the reliability of our financial reporting in regards to this quarterly report on Form 10-Q. Accordingly, management believes, based on its knowledge, that: (i) this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading with respect to the periods covered by this report; and (ii) the financial statements, and other financial information included in this quarterly report, fairly present in all material respects our financial condition, results of operations and cash flows as at, and for, the periods presented in this quarterly report.
No doubt sir... I was speaking to the technicals. :)
Technically, there is no logical indication of anything.
Your take on volume exchange is legit.. if the bid doesn't return soon -maybe this is a "pre-halt".. or... we're in SEC limbo and news is pending.
I am not sure -and as a primarily tech trader... when it doesn't make sense I count it a loss.
no expectations = no disappointment
VFIN 37M <go away>
Or 6-18 days... :)
309M but hold your hat, for 6-18 months :)