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For those who don't understand how a 15c2-11 works, here are the rules for filing a 211 under the best of circumstances. Notice the requirements of 7.1 and 7.2, problematic for ACLH...
Rule 15c2-11 -- Initiation or Resumption of Quotations without Specified Information
Preliminary Note:
Brokers and dealers may wish to refer to Securities Exchange Act Release No. 29094 (April 17, 1991), for a discussion of procedures for gathering and reviewing the information required by this rule and the requirement that a broker or dealer have a reasonable basis for believing that the information is accurate and obtained from reliable sources.
1. As a means reasonably designed to prevent fraudulent, deceptive, or manipulative acts or practices, it shall be unlawful for a broker or dealer to publish any quotation for a security or, directly or indirectly, to submit any such quotation for publication, in any quotation medium (as defined in this section) unless such broker or dealer has in its records the documents and information required by this paragraph (for purposes of this section, "paragraph (a) information"), and, based upon a review of the paragraph (a) information together with any other documents and information required by paragraph (b) of this section, has a reasonable basis under the circumstances for believing that the paragraph (a) information is accurate in all material respects, and that the sources of the paragraph (a) information are reliable. The information required pursuant to this paragraph is:
1. A copy of the prospectus specified by Section 10(a) of the Securities Act of 1933 for an issuer that has filed a registration statement under the Securities Act of 1933, other than a registration statement on Form F-6, which became effective less than 90 calendar days prior to the day on which such broker or dealer publishes or submits the quotation to the quotation medium, Provided That such registration statement has not thereafter been the subject of a stop order which is still in effect when the quotation is published or submitted; or
2. A copy of the offering circular provided for under Regulation A under the Securities Act of 1933 for an issuer that has filed a notification under Regulation A and was authorized to commence the offering less than 40 calendar days prior to the day on which such broker or dealer publishes or submits the quotation to the quotation medium, Provided That the offering circular provided for under Regulation A has not thereafter become the subject of a suspension order which is still in effect when the quotation is published or submitted; or
3. A copy of the issuer's most recent annual report filed pursuant to Section 13 or 15(d) of the Act or a copy of the annual statement referred to in Section 12(g)(2)(G)(i) of the Act, in the case of an issuer required to file reports pursuant to Section 13 or 15(d) of the Act or an issuer of a security covered by Section 12(g)(2)(B) or (G) of the Act, together with any quarterly and current reports that have been filed under the provisions of the Act by the issuer after such annual report or annual statement; Provided, however, That until such issuer has filed its first annual report pursuant to Section 13 or 15(d) of the Act or annual statement referred to in Section 12(g)(2)(G)(i) of the Act, the broker or dealer has in its records a copy of the prospectus specified by Section 10(a) of the Securities Act of 1933 included in a registration statement filed by the issuer under the Securities Act of 1933, other than a registration statement on Form F-6, that became effective within the prior 16 months, or a copy of any registration statement filed by the issuer under Section 12 of the Act that became effective within the prior 16 months, together with any quarterly and current reports filed thereafter under Section 13 or 15(d) of the Act; and Provided further, That the broker or dealer has a reasonable basis under the circumstances for believing that the issuer is current in filing annual, quarterly, and current reports filed pursuant to Section 13 or 15(d) of the Act, or, in the case of an insurance company exempted from Section 12(g) of the Act by reason of Section 12(g)(2)(G) thereof, the annual statement referred to in Section 12(g)(2)(G)(i) of the Act; or
4. The information that, since the beginning of its last fiscal year, the issuer has published pursuant to Rule 240.12g3-2(b), and which the broker or dealer shall make reasonably available upon the request of a person expressing an interest in a proposed transaction in the issuer's security with the broker or dealer, such as by providing the requesting person with appropriate instructions regarding how to obtain the information electronically; or
5. The following information, which shall be reasonably current in relation to the day the quotation is submitted and which the broker or dealer shall make reasonably available upon request to any person expressing an interest in a proposed transaction in the security with such broker or dealer:
1. the exact name of the issuer and its predecessor (if any);
2. the address of its principal executive offices;
3. the state of incorporation, if it is a corporation;
4. the exact title and class of the security;
5. the par or stated value of the security;
6. the number of shares or total amount of the securities outstanding as of the end of the issuer's most recent fiscal year;
7. the name and address of the transfer agent;
8. the nature of the issuer's business;
9. the nature of products or services offered;
10. the nature and extent of the issuer's facilities;
11. the name of the chief executive officer and members of the board of directors;
12. the issuer's most recent balance sheet and profit and loss and retained earnings statements;
13. similar financial information for such part of the 2 preceding fiscal years as the issuer or its predecessor has been in existence;
14. whether the broker or dealer or any associated person is affiliated, directly or indirectly with the issuer;
15. whether the quotation is being published or submitted on behalf of any other broker or dealer, and, if so, the name of such broker or dealer; and
16. whether the quotation is being submitted or published directly or indirectly on behalf of the issuer, or any director, officer or any person, directly or indirectly the beneficial owner of more than 10 percent of the outstanding units or shares of any equity security of the issuer, and, if so, the name of such person, and the basis for any exemption under the federal securities laws for any sales of such securities on behalf of such person.
If such information is made available to others upon request pursuant to this paragraph, such delivery, unless otherwise represented, shall not constitute a representation by such broker or dealer that such information is accurate, but shall constitute a representation by such broker or dealer that the information is reasonably current in relation to the day the quotation is submitted, that the broker or dealer has a reasonable basis under the circumstances for believing the information is accurate in all material respects, and that the information was obtained from sources which the broker or dealer has a reasonable basis for believing are reliable. This paragraph (a)(5) shall not apply to any security of an issuer included in paragraph (a)(3) of this Section unless a report or statement of such issuer described in paragraph (a)(3) of this Section is not reasonably available to the broker or dealer. A report or statement of an issuer described in paragraph (a)(3) of this Section shall be "reasonably available" when such report or statement is filed with the Commission.
2. With respect to any security the quotation of which is within the provisions of this Section, the broker or dealer submitting or publishing such quotation shall have in its records the following documents and information:
1. A record of the circumstances involved in the submission of publication of such quotation, including the identity of the person or persons for whom the quotation is being submitted or published and any information regarding the transactions provided to the broker or dealer by such person or persons;
2. A copy of any trading suspension order issued by the Commission pursuant to Section 12(k) of the Act respecting any securities of the issuer or its predecessor (if any) during the 12 months preceding the date of the publication or submission of the quotation, or a copy of the public release issued by the Commission announcing such trading suspension order; and
3. A copy or a written record of any other material information (including adverse information) regarding the issuer which comes to the broker's or dealer's knowledge or possession before the publication or submission of the quotation.
3. The broker or dealer shall preserve the documents and information required under paragraphs (a) and (b) of this Section for a period of not less than three years, the first two years in an easily accessible place.
4.
1. For any security of an issuer included in paragraph (a)(5) of this Section, the broker or dealer submitting the quotation shall furnish to the interdealer quotation system (as defined in paragraph (e)(2) of this Section), in such form as such system shall prescribe, at least 3 business days before the quotation is published or submitted, the information regarding the security and the issuer which such broker or dealer is required to maintain pursuant to said paragraph (a)(5) of this Section.
2. For any security of an issuer included in paragraph (a)(3) of this Section,
1. a broker-dealer shall be in compliance with the requirement to obtain current reports filed by the issuer if the broker-dealer obtains all current reports filed with the Commission by the issuer as of a date up to five business days in advance of the earlier of the date of submission of the quotation to the quotation medium and the date of submission of the paragraph (a) information pursuant to Schedule H of the By-Laws of the National Association of Securities Dealers, Inc.; and
2. a broker-dealer shall be in compliance with the requirement to obtain the annual, quarterly, and current reports filed by the issuer, if the broker-dealer has made arrangements to receive all such reports when filed by the issuer and it has regularly received reports from the issuer on a timely basis, unless the broker-dealer has a reasonable basis under the circumstances for believing that the issuer has failed to file a required report or has filed a report but has not sent it to the broker-dealer.
5. For purposes of this Section:
1. "Quotation medium" shall mean any "interdealer quotation system" or any publication or electronic communications network or other device which is used by brokers or dealers to make known to others their interest in transactions in any security, including offers to buy or sell at a stated price or otherwise, or invitations of offers to buy or sell.
2. "inter-dealer quotation system" shall mean any system of general circulation to brokers or dealers which regularly disseminates quotations of identified brokers or dealers.
3. Except as otherwise specified in this rule, "quotation" shall mean any bid or offer at a specified price with respect to a security, or any indication of interest by a broker or dealer in receiving bids or offers from others for a security, or any indication by a broker or dealer that he wishes to advertise his general interest in buying or selling a particular security.
4. "Issuer", in the case of quotations for American Depositary Receipts, shall mean the issuer of the deposited shares represented by such American Depositary Receipts.
6. The provisions of this Section shall not apply to:
1. The publication or submission of a quotation respecting a security admitted to trading on a national securities exchange and which is traded on such an exchange on the same day as, or on the business day next preceding, the day the quotation is published or submitted.
2. The publication or submission by a broker or dealer, solely on behalf of a customer (other than a person acting as or for a dealer), of a quotation that represents the customer's indication of interest and does not involve the solicitation of the customer's interest; Provided, however, That this paragraph (f)(2) shall not apply to a quotation consisting of both a bid and an offer, each of which is at a specified price, unless the quotation medium specifically identifies the quotation as representing such an unsolicited customer interest.
3.
1. The publication or submission, in an interdealer quotation system that specifically identifies as such unsolicited customer indications of interest of the kind described in paragraph (f)(2) of this Section, of a quotation respecting a security which has been the subject of quotations (exclusive of any identified customer interests) in such a system on each of at least 12 days within the previous 30 calendar days, with no more than 4 business days in succession without a quotation; or
2. The publication or submission, in an interdealer quotation system that does not so identify any such unsolicited customer indications of interest, of a quotation respecting a security which has been the subject of both bid and ask quotations in an interdealer quotation system at specified prices on each of at least 12 days within the previous 30 calendar days, with no more than 4 business days in succession without such a two-way quotation;
3. A dealer acting in the capacity of market maker, as defined in Section 3(a)(38) of the Act, that has published or submitted a quotation respecting a security in an interdealer quotation system and such quotation has qualified for an exception provided in this paragraph (f)(3), may continue to publish or submit quotations for such security in the interdealer quotation system without compliance with this Section unless and until such dealer ceases to submit or publish a quotation or ceases to act in the capacity of market maker respecting such security.
4. The publication or submission of a quotation respecting a municipal security.
5. (5) The publication or submission of a quotation respecting a Nasdaq security (as defined in Rule 242.600 of this chapter), and such security's listing is not suspended, terminated, or prohibited.
7. The requirement in subparagraph (a)(5) that the information with respect to the issuer be "reasonably current" will be presumed to be satisfied, unless the broker or dealer has information to the contrary, if:
1. The balance sheet is as of a date less than 16 months before the publication or submission of the quotation, the statements of profit and loss and retained earnings are for the 12 months preceding the date of such balance sheet, and if such balance sheet is not as of a date less than 6 months before the publication or submission of the quotation, it shall be accompanied by additional statements of profit and loss and retained earnings for the period from the date of such balance sheet to a date less than 6 months before the publication or submission of the quotation.
2. Other information regarding the issuer specified in subparagraph (a)(5) is as of a date within 12 months prior to the publication or submission of the quotation.
8. This Section shall not prohibit any publication or submission of any quotation if the Commission, upon written request or upon its own motion, exempts such quotation either unconditionally or on specified terms and conditions, as not constituting a fraudulent, manipulative or deceptive practice comprehended within the purpose of this Rule.
You can download the form and study it here:
http://www.otcbb.com/AboutOTCBB/forms/formsindex.stm
Hope this helps...
The SEC doesn't have to "Splain" anything, and it will not. That's the way it is, right or wrong...
As I have repeatedly told you all, ACLH does NOT file a 211, a market maker does. And that WILL NOT happen until ACLH cleans up its act and files the necessary financial information so the MM will be properly informed about the company. FINRA will not let an MM publish a price until they are satisfied the MM knows what the hell is going on with the company, and that means FILINGS. Please learn how the system works or you shouldn't be trading.
With regard to your C comment:
ACLH does not file the 211 and has nothing to do with the process; it is done between a potential MM and FINRA. This will not, and cannot, happen until ACLH discloses the necessary financial information in order for the MM to meet FINRA requirements for publishing a price.
Ares told me he is new to ACLH and used to work on the private equity side.
Ares was to have sent me the Offering on the Preferred but I never received it. He told me verbally three weeks ago that there is a six-month hold on the Preferred before you can covert to common.
Yes. With L2 you should see time and sales/buys as they occur but no bid and ask.
That is correct. We are on the greys, period, until a 211 if filed.
I hate to throw cold water on you thesis about "thumbs up" from the SEC but the SEC has no authority to suspend a stock for more than ten days. The fact that ACLH will trade today does not mean the SEC cleared ALCH of any improprieties. SEC will not comment on the results of any investigation, whether ongoing or concluded. The only indication of future problems will come in the form of a Wells Notice, which could take months to appear, or it could never appear if the SEC found no further action was necessary.
Chicken -
This reply seems carefully crafted to support ACLH's position with respect to the halt. Note the talk about verification of test results, suitability for clean ship hulls, confirmation of their truthfulness regarding statements about BP.
How come you and I keep picking the dogs (SPNG, POSC, now ACLH)? At least we had VSTNQ...Pennies are a bitch!
I suspect this is the problem PR. If you read it casually, it sounds like everything is rosy. However, if you read it with a critical eye, it hedges, to some degree, the perception that everything described is CURRENT news and that ACLH is doing well with its approach to BP. A lawyer would not have let this PR go out as written. Now we need a lawyer to convince the SEC that ACLH didn't overplay its hand. GLTA
Marketwire - 05/20/10) - ACT Clean Technologies, Inc. (Pinksheets:ACLH - News) (www.actcleantech.com) announced today that field tests of its patented cleaning fluids were favorable and its oil fluidizers are suitable for the removal of oil residue from hard surfaces likely to be impacted by the continuing Gulf of Mexico oil spillage. Representatives of Ancon Marine, Inc., a contractor which sells fluids for ACT's wholly owned subsidiary, American Petroleum Solutions, Inc., confirm that they have submitted samples of our Hard Surface Crude Oil Remover, which has been tested in the past and is under consideration by BP for use in the ongoing remediation efforts in the Gulf Coast region. Furthermore, our "Fish Kill" documentation, which supports the environmental safety of our fluids with respect to fish, was favorably accepted.
That's how it works. The SEC has the right to impose a ten day trading suspension.
You are exactly correct, sir.
The other speaker ducked talking about the stock. HE KNOWS
UNBELIEVABLE! KIDDER JUST SAID HE DOESN'T KNOW THE STOCK IS HALTED!!!!
Unfortunately, you are right. Longs, such as myself, are dead meat. There will be no market for this stock until a Form 211 is filed, if ever. in 10 days we are going grey, caveat emptor. Banished to purgatory.
We are screwed. The SEC can halt for ten days. I just went through this with SPNG. NOT GOOD!!!!!!!!!!!!!
From the new Marketwire PR:
"The product information line cards are presently at the operations command center for further evaluation. The Company believes that prior testing and usage of its oil fluidizer by Ancon and other service contractors and its use in previous oil clean-up situations makes it an effective weapon in the clean-up of hard surface oil contamination."
Well, this is not the same news we heard last week. Then we were told BP was FIELD TESTING the fluidizer. Now it has become PRIOR TESTING with "field cards" (whatever they are) sitting on a desk in Houston.
What's up here? This PR seems to be backing off prior statements.
Thoughts, anyone?
Sensitive Wetlands Pose Special Oil-Cleanup Challenges
This article is from today's Wall Street Journal. Seems ACLH should be the go-to guy for addressing this problem!:
SENSITIVE WETLANDS POSE SPECIAL OIL-CLEANUP CHALLENGES
As oil from the Deepwater Horizon spill washes up on the Louisiana coast, scientists are gearing up for a potentially massive cleanup job of the shoreline.
One factor that would make this task especially challenging: Wetlands, which make up a large part of Louisiana's coast, are one of the trickiest terrains to clean. On top of that, the region's ecology is already weakened by the pummeling it took from Hurricane Katrina in 2005 and and subsequent storms.
The oil has traveled across some 110 miles of water to make landfall in Louisiana; it is now threatening Florida and Cuba as well.
Nearly 50 miles of Louisiana's shoreline has been affected and Gov. Bobby Jindal said he expects the area to increase. While cleanup operations have started in some locations, they are still in the early stages.
The area threatened by oil includes seagrass beds, an important nursery habitat for various wildlife, and salt marshes, which occur in back bays and act as a buffer for the mainland against storms and hurricanes. Some 600 species of land and sea creatures are at risk from the spill, according to the Louisiana Department of Wildlife and Fisheries.
Oil cleanups on land can be notoriously inefficient. Typically, only about one-tenth of the liquid that washes ashore ever gets sopped up.
And coastal marshes, unlike beaches or rocky shores, pose special dilemmas for cleanup crews. It is easy to inadvertently stomp on and kill the vegetation. And oil sitting on the surface can get pushed into the soft ground where, in the absence of oxygen, it biodegrades much less quickly.
"With marshes, if you're not careful you can cause more harm," said Doug Helton of the National Oceanic and Atmospheric Administration, who oversees a team of scientists who respond to oil spills.
Of all the environments that can be affected by an oil spill, marshes are deemed to be the "most sensitive," according to a ranking system compiled by the NOAA.
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Various cleanup techniques could be employed, scientists familiar with past spills said. One is to use low-pressure water hoses to flush out some of the onshore oil and vacuum it off. In marshland, though, more effective high-pressure spraying would likely kill the vegetation.
A technique called in situ burning can also be applied. When the tide floods the base of marsh plants in a soiled area, their upper stalks are set on fire along with any floating oil. Since the root structure and part of the stem survive underwater, the plant can grow back, according to researchers. The approach has been used in Louisiana and Texas previously.
The cleanup effort is also affected by the state of the oil when it hits land. When a slick floats on the water's surface, its physical characteristics change as some of the oil evaporates and the rest is exposed to sunlight. Such "weathered" oil can wash ashore as gooey tar balls, usually ranging in size from a pea to a softball.
"They're distinct blobs, so they're easier to pick up on the land because they're not coating everything," said Nancy Kinner, co-director of the Coastal Response Research Center at the University of New Hampshire. Such tar balls—some eight inches across—have already washed up on the beach at Port Fourchon, La.
If the oil isn't weathered, it can come ashore as a floating mat, typically coating the marsh vegetation and making it harder to remove. Some scientists have tried "bioremediation," whereby special bacteria are sprinkled on the oil to break it down faster. But Dr. Kinner said the results have been mixed, and that naturally occurring bacteria often do the job just as well.
Must be a different Bill Anderson...
Bill Anderson was mentioned to me in a call IR. He is the oil expert according to Ares. Not sure what that means and how it applies to this situation. What do you know about Bill Anderson?
I agree.
Unfortunately, this whole paragraph is written in the past tense:
"has been tested in the past..."
"was favorably accepted..."
What about NOW?
Nevertheless, I'm loving the chart this morning...
Alabaster Corp Awarded BP Contract
Today's Wall Street Journal reports a Pasadena, TX company has been awarded a contract for 100,000 barrels of its chemical used to disperse oil floating in the water. Note the comments of BP executive McKay stating his environmental position. This bodes well for ACLH.
http://online.wsj.com/article/SB10001424052748703691804575254271124867694.html?KEYWORDS=alabaster
Here is a link to Alabaster Corp. Looks like they are a private company:
http://www.alabastercorp.com/index.htm
GO ALCH!
Caveat Emptor designation still on. I was told it would be off today.
I agree about your inside information comment. I couldn't believe he talked so much, and I asked him twice about the upcoming R/S.
I continue to be amazed that people will take the time to argue with those who do their DD but don't seem willing to talk directly to the source when it is so accessible. I have called him several times, he picks up on the first ring and is not in any hurry to get me off the phone. Try it, you might be surprised at what you hear. I certainly was!
Of course!
Sorry I can't tell you more but Ares wouldn't tell me more. He was pretty vague, said he was at the limit of what he could tell me regarding these "acquisitions," acknowledged the common shareholders would take a hit, but it was all for the good of the big picture and in the end everyone would turn out fine, etc. etc. etc...
In my experience R/S is like a kiss of death, PPS usually plummets immediately upon release of the news because 99% of the time it leads to dilution. If there is no R/S, then the PPS won't be affected, at least not for this reason.
sizzle: Based on what I heard from Ares today I will wait until tomorrow to see if anything he told me comes to fruition. He claims the "caveat emptor" designation will be off and that all filings will be current with the pinkies. If this comes to pass, I will feel better about the other things he said. Otherwise, I will have my guard up and may cut my position by 50% if nothing happens by the end of the week. GLTY
I totally agree. I asked Ares how he could not know about the 5/14 planned R/S and he didn't have an answer. That makes me suspicious, not so much of Ares, who easily could be kept in the dark, but of management.
I think ACLH has a huge opportunity here, but having been burned before in the pinks when things were not as they seemed I am now naturally cautious.
GLTA
FINAL WORD ON R/S
People, instead of arguing and speculating all you have to do is talk to Ares. YES, there was going to be an R/S on Friday, 5/14, and all the major brokerages were notified. NOW, it has been postponed till the end of the month BUT IT IS COMING.
The company has acquisitions in mind and claims the R/S is necessary in order to effect these transactions. Ares knows the PPS will be crushed...
No word yet on results of BP tests but should be known this week or next.
Caveat Emptor designation should be off tomorrow, all filings have been submitted to the pinkies (BUT NOT THE SEC, which he claims is going to happen).
If you don't believe any of this, PICK UP THE PHONE AND ASK! If you don't believe him, then I don't know what to tell you other than to PROCEED WITH CAUTION with this stock. I am a long, not a basher, but my eyes are wide open.
GLTA
OK, thanks. So, walk me through this:
If we have an R/S, 180M outstanding become 6M, +/- .05 PPS becomes $1.50. Could we be looking at an uplisting timed to the announcement of contracts? Ares told me on Thursday they intended to get off the pinks asap and they had their sights on OTCBB.
If it were a buyout, any guess what the price might be? Personally, I think a giant like BP would rather buy the company than (possibly) shell out an equal amount of money simply to buy product they could otherwise acquire at cost.
And whatever happened to the US Coast Guard? They were looking at the product as well.
This is getting more speculative by the minute...but certainly not dull!
GLTA
How can there be such uncertainty whether the R/S is real or not? Ares told another poster three hours ago there was no R/S. Did you ask Ares to explain that? TIA
FYI - Info about the upcoming CEO newscast:
Hello, and thanks for registering with WallStreetNewscast.com regarding our upcoming interview with ACT Clean Technologies (ACLH).
We are currently in talks with the company on scheduling a proper date and time in the coming days for an online interview for our financial news web site. The Company is closing up some important discussions currently and feel an interview following these talks would be more beneficial as they would have more to discuss.
Obviously the oil spill in the US Gulf of Mexico has put a spotlight on companies involved in oil waste clean-up services. Our discussion will cover such topics as how their technology would benefit clean-up efforts for such an event, past experience in oil waste clean-up, and any information regarding recent talks with officials in the region.
For investors interested in joining the ACLH investor alert mailing list please register at - http://www.wallstreetnewscast.com/request/cleantech/aclh.html
Editorial Staff
Wall Street Newscast
I find your post entirely credible because I have spoken to Ares as well. Your description of his demeanor, and offer to send information on a convertible offering ACLH is undertaking, is identical to my own experience. He was not as definite with me on the possibility of a contract being forthcoming, but I spoke with him two days before you and perhaps more information has become known to him. What we do know is the situation is not getting better in the Gulf, it is getting worse, and ACLH is sitting in a pretty good place provided they can deliver. I asked Ares if there was any problem with production capacity and he stated they can produce / obtain through subcontractors any amount the USCG or BP require.
New poster here. In shell shock, like everyone. Management either is completely stupid, having also shot themselves in both feet, or there are bigger plans, to be revealed. What is the most logical, IMHO, is an uplisting followed by a forward split. We have almost no float right now, so how is this thing expected to trade without more shares in the marketplace?