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Sherry, the OTC profile is drafted by the Company.
They could put anything they wanted in there.
It's not a SPAC. The biggest clue, it's a non-reporting Company. Unless you are registered with the SEC, you're not a SPAC.
This is a grey sheet shell.. nothing more.
The only improper assumption being made here is that CBYI is a SPAC.
It's not a SPAC.. it's basically just a grey sheet shell.
S-1 cost
Typical cost for a company like camber tire..
$25K-45K for attorney (SEC and FINRA)
$2K-$5K for audit (start-up, minimal assets and revenue)
$1K-$2K for financial statement preparation if you don't do it yourself. Auditor only provides an opinion.
$1K- Transfer Agent
$1K - filing fee, edgariztion, XBRL (some transfer agents offer free XBRL/Edgar for new clients on their first filing)
$10K Blue Sky (multiple states/ S&P listing)
MM/Form 211 - FREE
Only thing left are listing fees for OTCBB or OTCQX, but I'm not familiar with them. I don't expect that they are more than S&P fees.
They told me the same thing. What Janice says is true. Besides, Ms Shell's reputation is enough one should listen when she speaks.
Told you the tires would go flat. Why nobody picks up the phone these days is beyond me.
CBYI, with its past promotions surely has no skeletons lurking in its closets.. <sarcasm>
If you want my opinion, if they can't attract 35 investors on an old fashioned Rule 506 offering, they have no business going public.
I'm not personally fond of the new Rule 506(c) exemption because it places the burden of proof of investor accreditation on the issuer. It also keeps them from selling to non-accredited (friends and family). However, in the case of Cambertire, they would have a compelling story that would sell well on various crowdfunding sites.
But yes, I agree, the PPM then file an SPO is without a doubt the best way to go public.
It's clear what's happening right now, CBYI is using the Cambertire name to raise capital. Money they'd then give to Cambertire in the form of a convertible note. One that would almost certainly be toxic.
My question is how do they get free trading shares?? How are they going to get around Rule 144(i)?
Anyways, it's been a fun stock to follow..
Or better yet utilize the new Rule 506(c) exemption. They have an exciting business plan. No reason to think they can't crowd fund the money, then do an SPO. They only need 35 shareholders and 400,000 free trading to file a selling stockholders registration.
They'll spend more money cleaning up this dirty shell than the S-1 would cost for sure.
Again.. they are getting terrible advice from someone.
I told them they should consider an SPO. Non-reporting OTC shells are a nightmare given Rule 144(i).
This shell would bring them all kinds of headaches. Whoever is advising them is not giving them good advice.
Not to mention how this transaction has been publicly handled, it's a legal liability to be sure.
This is what happens when you don't work with experienced professionals.
It's not a SPAC, it's just a non-reporting pinksheet shell.
SPAC's are shell companies specifically created for a merger and are fully reporting. This shell does not meet that definition, not even close.
It's been 14 years since the patent was filed and they have yet to capitalize. They're using a worn out, dirty pinksheet shell to capitalize.
I'm not so sure the patent is worth a "billion dollars". If it was, we wouldn't be talking about it 14 years later while waiting on a merger with a stinky pinky.
If anything, this looks more like a last ditch effort, than the beginning of a multi-billion dollar company.
I think the Company has promise, but I think some have surely over estimated the value here.
Why even use a shell? An SPO is a much better way to go public.
Who do you think is going to provide the financing?
They won't be gone, they'll probably be note holders.
If Cambertire had purchased a shell outright, the merger would be consummated. I'm pretty sure this deal included financing. That's probably what they are waiting on, for the shell promoters to raise enough cash to meet the terms of the deal.
Companies don't go public to give penny traders something to play with. They went public to raise capital. So if they are dealing with Cal-bay for financing, you can almost be guaranteed a toxic convertible note.
I'm sure the deal is real.
But if the only way Cambertire can get funded is by dealing with a shady shell promoter, well then that says something about Cambertire.
They've had the patent since 1999, it expires in 2019. It only took them 14 years to get to this point.
Sounds like this is a much better deal for Pawson than it is for shareholders.
SPAC's are not even in the same category as Pinksheet shells that have no Form 211 sponsor and are ineligible to utilize Rule 144.
Comparing the CBYI shell to a SPAC is like comparing a Mazda Miata to a Porsche 918 Spyder.
Well both of us have been around long enough to know how these things play out. Rookie CEO's attracted to the promise of easy shell capital.
Tons of money have been made and will continue to be made no doubts. Question is will it make it to Charlotte before having a flat tire :P (see what I did there)
I'll be watching purely for entertainment value.
Not sure why anyone would want to merge with a non-reporting pinksheet shell post Rule 144(i), especially one that doesn't even appear to have a Form 211 sponsor. It might as well be a greysheet.
As long as Cambertire is associated with the shell, I suppose there is enough dumb money in the market to keep the thing hot and sexy.
http://www.sec.gov/divisions/corpfin/guidance/securitiesactrules-interps.htm
Section 137. Rule 144(i) — Unavailability to Securities of Issuers with No or Nominal Operations and No or Nominal Non-Cash Assets
Question 137.01
Question: If an issuer had previously been a shell company but is an operating company at the time that it issues securities, is the Rule 144 safe harbor available for the resale of such securities if all of the conditions in Rule 144(i)(2) are not satisfied at the time of the proposed sale?
Answer: No. Rule 144(i)(1) states that the Rule 144 safe harbor is not available for the resale of securities “initially issued” by a shell company (other than a business combination related shell company) or an issuer that has “at any time previously” been a shell company (other than a business combination related shell company). Consequently, the Rule 144 safe harbor is not available for the resale of such securities unless and until all of the conditions in Rule 144(i)(2) are satisfied at the time of the proposed sale. [Jan. 26, 2009]
Question 137.02
Question: Does Rule 144(i) apply to securities issued before February 15, 2008, which was the effective date of the amendments to Rule 144 in which the Commission adopted Rule 144(i)?
Answer: Yes. [Jan. 26, 2009]
You want reality? Sensible posts?
Pinksheet shells are no longer effective vehicles for reverse mergers. The SEC made changes to Rule 144, specifically Rule 144(i). My advice is google "Rule 144(i)" and do your own research. Don't take my word for it.
Also, as previously mentioned by others, none of the press releases have come from Cambertire. If the merger had consummated, Cambertire would be making these announcements. Shell promotions exploiting LOI's or "pending" mergers is old hat.
My advice if you are curious is get either the shell owner, or management from Cambertire to go on the record stating whether or not the merger has consummated. A simple yes, or no answer.
Based on the issues surrounding Rule 144(i) and the Cal-bay shell history and skeletons, Cambertire is getting some terrible advice on how to go public.
This isn't 2006 anymore, Pinksheet shell R/M's were killed in 2008 by the SEC. Someone is getting mislead.
Wow, if this isn't a blast from the past..
Whoever bought this shell will probably be plagued with ghosts and skeletons of a time long past.
I wonder how they propose to raise capital considering pink shells are screwed under Rule 144(i).
They went dark on a Form 15..
Wrong dude?
http://www.sec.gov/Archives/edgar/data/1161582/000130841113000181/exhibit10_2.htm
(b) Conversion Price. The conversion price shall be equal to $0.035, subject to adjustment herein (the “Conversion Price”).
You have a convertible note that's going to be a drag on the stock price until they are done. Terms of the note conversion is at $0.035 per share.
The new CFO has made his rounds with several OTC's, mostly companies that diluted shareholders to death. I recognized the name from Frontier Energy Corp.
Medbox has an EPS of $.02 and trades at $24 a share.
That's off topic. You can PM me questions about the Company.
Guys, I see my name being tossed around a lot lately.
I'm irrelevant to this discussion and SIAF. I left SIAF to pursue my own start-up, nothing more, nothing less. I'm in an industry that is R&D heavy as we are developing systems that for the most part don't even exist on a commercial scale. The industry we are entering is in its infancy and I need every penny to keep things moving until traction is gained.
I'm not superman, I couldn't run my own start-up and work 12-18 hours a day networking for my own project and also network for SIAF. I have my own shareholders to focus on now.
This is where my money went.. Fat Tony.. ALL of my money.
http://www.facebook.com/indoorharvest
Plays Taps..
Talk about a blast from the past lol..
Supply and demand weeble.. I also stated demand for Chinese companies suffered. That's even disclosed in SIAF's filings.
I never said that. I said share issuance helps liquidity. Supply and demand controls share price.
Don't everyone get excited that I posted here either. I will not comment on SIAF privately or publicly. I still browse Ihub because there are companies I am following related to my own company's industry.
I just happened to peak into this forum and saw my name mentioned. I don't like being misquoted.
What about manufactures like Sunlight Supply? They have a large portion of the market share.
Hey guys, just updating the folks here at CGS on my new start-up.
I hope G doesn't mind my shameless OT plug..
Just like G has found an exciting new industry in 3D printing, I've been focusing my time in the vertical farming space which I think is equally as exciting. Recently a new industry term was coined, "Building Integrated Agriculture" or BIA to describe this new industry. It's an offshoot of "Controlled Environment Agriculture" or CEA.
It's in an earlier stage than 3D printing as there really isn't any companies that have gone public, but its global impact I believe is just as profound because it addresses some of the global food security issues.
We recently filed patents on our system design and are wrapping up product development. I'm hoping to launch our official web site and product line very soon.
Check us out, I'd love to see some old faces following us. This is the first time I've ever actually "invested" in something having mostly been a trader my whole life. I've put an enormous amount of personal money and time into this so I'm pretty proud of it.
It's an exciting industry I think more folks should follow. I've posted some articles on the industry on our Facebook page and we continue to grow every day.
http://www.facebook.com/indoorharvest
Hey bud, I don't seem to have your email..
hit me up at ccsykes at indoorharvest dot com.
Looks like some house cleaning going on.
Nothing to do with me.
I'm providing transition support only until the 15th. If you have any concerns contact the Company.
It's Thursday Joe.
Rule 415 Shelf Offering
Before the speculation gets out of hand. The Form S-1 has the Rule 415 box checked. This is considered a Shelf Offering with a not to exceed amount of $26.25M.
Rule 415
http://taft.law.uc.edu/CCL/33ActRls/rule415.html
Shelf Offering Definitions.
http://www.investopedia.com/terms/s/shelfregistration.asp
http://en.wikipedia.org/wiki/Shelf_registration
Jim Rogers? Sure.. he's my golfing buddy. We were out having drinks yesterday with Bill Gates.