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Nah
What we need is RSAMMD Pty Ltd listed on JSE, and RSAMMDA being the supra majority owner of that South Africa entity.
RSAMMDA isn't the entity that holds the majority of the value (Not, as of now)
I'm going by what the fillings are stating
RSAMMDA is a Wholly-Owned Subsidiary of TXTM not the other way around.
RSAMMDA owners (Dr J. and Dylon) acquired control of TXTM
I have no idea about JSE
OTCM told me that they don't care if an OTC stock that is CE apply to uplisting on an Exchange.
MJWL alluded to that last year, but the deal fell through
Might be possible, in theory, but in practice, I haven't seen it happen.
RSAMMDA is already a 100% Wholly-owned subsidiary of TXTM
You can't get more "incorporated" than that
It would be Protext that would cease to exist if what had happened wanted to be considered a reverse merger, but it isn,t it was a simple "acquisition".
TXTM acts sort of a Holdings Company
TXTM doesn't have any "control" over RSAMMD Pty LTD, at this point in time.
Technically, RSAMMD Acquistion LLC is a wholly-owned subsidiary of TXTM
Meaning that TXTM acquired RSAMMDA LLC, not the other way around
Also RSAMMDA LLC (Delaware) is NOT RSAMMD Pty LTD. (the actual operating entity in South Africa)
We have no idea what the exact relationship between RSAMMDA LLC and RSAMMD Pty LTD is (Also what relationship either have with Leads Boerdery)
At the same time, RSAMMD Acquisition LLC owners are the majority shareholders of TXTM
Not necessarily
That might be true
TXTM hasn't filled their 10-K and 10-Q for 2015 and 2016
FINRA doesn't like it when issuer do not fill their reports BEFORE submitting a Form 15-12G to de-register from the SEC
I hear, many times, that the issuer either need to fill such delinquent fillings or become SEC reporting again and undergo a full SEC review of Form 10-12G or S-1
What do you mean by "Has Protext been fully acquired, yet?"
I've been told by OTCM that, in theory, they would not block an uplist if a stock was caveat emptor
It would be up to the Exchange to decide if they approve the uplisting or not.
I don't know exactly why it was put on
What I know is that Dylon was pumping the stock like CRAZY on social media (Literally the craziest pumping by the CEO I've seen)
Talking about the stock price, sharing rocket emojis and GIFs etc.
PACOB audit is required to get SEC reporting
Attorney Letter aren't required for non-SEC reporting that want to get their CE removed.
They aren't really equivalent, per say, it is just different requirements for different type of issuers
Keep in mind that SEC Reporting issuers do not require Attorney Letter to get the CE removed
Ya, true it isn't always mentioned in the fillings (especially for the SEC reporting issuers)
It's BDCC
https://www.otcmarkets.com/stock/BDCC/disclosure
My point is, if the issue was solely Third Party Promotional activity, there is no way the CE wouldn't have been removed by now, in my opinion.
What's interesting is that the TXTM AL didn't mention any details about the CE vs the other stock
Right
This part is particularly interesting " Representation letters of each officer, director, and control person of the Company regarding certain matters
related to the Caveat Emptor designation"
Will have to agree to disagree
I'm a shareholder, so I'd be happy to be proven wrong, sooner rather than later.
I didn't say ANY form of communication
This is what I said: "I see no mention of CE or promotional activity in any fillings nor Attorney Letter, nor Press Release on OTC Markets website"
This is the only place that it was ever mentioned, and that PR doesn't even show on OTCM: https://finance.yahoo.com/news/protext-mobility-inc-txtm-addresses-140900577.html
If you've seen either promotional activity or Caveat Emptor being mentioned in any fillings, please tell me which one so I can see it with my own eyes.
That's it... Never mentioned twitter or any other social media (I don't count those has being "official")
"Now you're discounting a communication that was on the company account listed in the Audit." (There is absolutely nothing about Caveat Emptor or Promotional activities in the Independent Auditor Report)
"Now your saying the opinion letter is invalid from the attorney, which is counsel that was mentioned as receiving the communication FROM THE OTCM that the promotional communication was external."
That's definitely not what I said...
The never said that the Attorney Letter was invalid...
It just never mentions anything about the reason for Caveat Emptor or the "External" promotional activities", just a placeholder statement about inquiring about Shareholders and promoters transactions etc.
The Counsel himself never stated that he received such communication from OTCM, the company Twitter DID...
They addressed all relevant aspects of the promotion, showed they had no way of benefitting, there was no unusual activity in bank account and blatantly said "we didn't do this ". That statement has basically no value...
People can say whatever they want, it doesn't make it true (If an independent investigation would have come to the same conclusion, that would be different)
I'm not being particularly tough on TXTM management, I just don't trust anybody, in general...
I know CE removal can take A LOT of time (usually that's because the issuer is not Proprietary quote eligible, it requires FINRA clearance of Form 211)
When Form 211 isn't required, it is usually much faster
I've seen at least 2 stocks get their CE removed in less than 3 months
GOGY: For EXTERNAL promotional activities
https://www.otcmarkets.com/stock/GOGY/news/Golden-Grail-Beverages-OTC-GOGY-Addresses-Caveat-Emptor-Designation?id=394564
Got CE removed in less than 2 months (Pu on March 24 2023, removed on May 12 2023)
PDPG: I don't really know why it was put on (Put on May 17 2022, and removed on August 12 2022)
Neither of these are SEC reporting, or even have Audited Financials
I'm tired of being fed bullshit... If the issue was solely EXTERNAL promotional activities, it should have been resolved eons ago...
Definitely can't get that Shell Badge removed until the ram Cap LLC deal closes (and then a Supplemental Information filling for Shell is submitted, after financials of the combined entities is also filled)
I read your sticky post before (re-read it now)
That was a tweet
The promotion thing or CE was never mentioned in any quarterly or Annual Report
"Now , before you dismiss it ,understand it is required by SEC regs for a company to distance itself from external promotional activity via public as to not be held liable."
That's Fair
Not a filling per say, was an Attorney Letter, and it barely addressed the promotion, it actually didn't even mentioned it was a third party unaffiliated or anything.
This " Counsel has made specific inquiry of each of the persons listed on Exhibit A, persons engaged in promotional activities regarding the Issuer, and persons owning more than five percent (5%) of the Company’s securities (collectively, the “Insiders”), and based upon such inquiries and other information available to counsel, there have been no sales of any of the Company’s securities by any of the Insiders, and nothing has come to the attention of counsel indicating that any of the Insiders has made any purchase or sale of the Company’s securities based upon any material nonpublic information regarding the Issuer or the Securities that would prohibit any of them from buying or selling the Securities under Rules 10b-5 or 10b5-1 under the Exchange Act" is a placeholder text for AL
The AL doesn't give any details about the promotional activities
"So there was no pump and dump, the OTC ADMITTED to Our lawyers that we did nothing wrong." That is what the company said, there is no actual proof that is the case.
I wish OTCM would tell us exactly why the CE was placed on the stock, it is absolutely ridiculous that they don't, especially after such a long time...
What are you referring to with "Not that the company hasn't stated it in the filings, and in public"? I see no mention of CE or promotional activity in any fillings nor Attorney Letter, nor Press Release on OTC Markets website
This is the only place that it was ever mentioned, and that PR doesn't even show on OTCM: https://finance.yahoo.com/news/protext-mobility-inc-txtm-addresses-140900577.html
If you've seen either promotional activity or Caveat Emptor being mentioned in any fillings, please tell me which one so I can see it with my own eyes.
By the way, I haven't personally seen the promotional activity unrelated to management (or I forgot about it since it has been a long time)
Fair enough
I so wish OTCM would be more transparent when it comes to the whole process of Caveat Emptor designation and removal
I wish there was something similar to the Form UPLOAD and CORRESP when the SEC qualifies a Reg-A vs EFFECT a S-1 or S-3
This way, I could know what they had asked from BDCC
Actually... I'm sorry, but... How the heck can the so called "internal investigation" be the reason why the CE was removed, when the Reg A was filled (March 20 2024) AFTER the CE was removed on BDCC (March 13 2024)?🤔
It could be different for TXTM, but my point still stands, BDCC CE wasn't removed following a SEC "internal investigation"
The last thing that was submitted by BDCC, BEFORE THE CE REMOVAL, was the Special Attorney Letter on February 26th 2024 (There could have been some other confidential document sent to OTCM, but there is no way to tell)
I don't believe that is a proper example
BDCC undergone the regulation A exemption process, they aren't SEC reporting under Section 12(g) of the Securities and Exchange Act of 1934, via Form 10-12G, like TXTM (according to you, should be).
Their Reg A was Tier I (not AUDITED)
I do not know what internal conversation went on between them and OTCM
I doubt the Reg A had anything to do with the removal of CE
The Special Attorney Letter and whatever they have provided OTCM are likely why the CE was removed.
ONEI is a much better example, and could support your thesis
Its Form 10-12G went Effective on August 30th 2023
The SEC review was completed on September 19 2023 (Form UPLOAD)
If you read the Form UPLOAD, you'll see that stock promotion or anything the like was never mentioned by the SEC reviewer
https://www.sec.gov/edgar/search/#/ciks=0001388295&entityName=OneMeta%2520Inc.%2520(ONEI)%2520(CIK%25200001388295)
THis is what the SEC asked them to add in regards to cE "Item 9. Market Price of and Dividends on the Registrant's Common Equity and Related Matters
Market Information, page 19
8. Please disclose that the OTC Markets Group, Inc. has discontinued the display of your
quotes and has labeled your common stock "Caveat Emptor (Buyer Beware)." Please add
risk factor disclosure disclosing the risks associated with the Caveat Emptor designation"
and the company response:
OneMeta Response:
We have made the requested revisions under Item 1A. Risk Factors in Amendment No. 1, adding a risk factor explaining the risks associated with the Caveat Emptor designation.
"The OTC Markets Group, Inc. has discontinued the display of the Company’s quotes and has labeled the Company’s common stock “Caveat Emptor (Buyer Beware).”
On November 2, 2023, the OTC Markets Group placed the Caveat Emptor designation next to the Company’s stock symbol, which advises investors to exercise additional care and perform thorough due diligence before making an investment decision with respect to the Company’s common stock. Due to this Caveat Emptor designation, bid and ask quotations are not displayed on the OTC. Until such time as the Caveat Emptor designation is removed, the Company’s common stock will not be quoted on any listed exchange and our shareholders have no method to buy or sell our common stock on a listed exchange. The Company’s common stock shares are currently unable to be traded and are therefore illiquid. There can be no assurance that we will successfully have the Caveat Emptor designation removed in the near future or at all. Failure to remove the designation will continue to limit the liquidity of our capital stock"
They actually got the date year wrong and the SEC didn't even bother with that LOL (they never filled a 10-12g/A correcting that mistake)
https://www.sec.gov/Archives/edgar/data/1388295/000149315223030184/form10-12ga.htm
The Caveat Emptor was removed on October 2 2023
Regardless of that, we have no idea what OTCM is asking TXTM to provide in order to remove the CE
I STILL NEVER said what the other poster said I did...
You could be right
I can see the distinction
What is the company that was in that exact situation you are describing?
I NEVER SAID such a STUPID THING!
They are not that different, but I wouldn't say nearly identical either
PTZH went CE while being SEC reporting, same for COUV (COUV is still CE, though)
I can't find the company you are mentioning, and this shows all Caveat Emptor changes since November 2023
https://www.otcmarkets.com/market-activity/compliance-statistics
WOAH Hold your horses!
I NEVER EVER SAID THAT CE REMOVAL IS AUTOMATIC with a FORM 10!
IT'S TOTALLY THE OPPOSITE that I have mentioned...
I gave example of stocks that are/were CE AND SEC REPORTING (COUV, PTZH)
I'm afraid you are the clown Sir...
TXTM isn't a Foreign Entity, in front of the eyes of the SEC (so to speak), by any means...
RSAMMDA isn't either (It's a Delaware entity)
Only RSAMMD Pty LTD (South Africa) is, but this entity isn't a subsidiary of TXTM nor its parent
That's because it is "Foreign" as to Florida, because Protext Mobility Inc is actually incorporated in Delaware
But, it's more complicated than that, because... TXTM is actually not Protext Mobility INC, but " Protext Pharma INC (which isn't correctly reflected in the fillings)
That's because Echo Metrix, Inc (4497057) https://opencorporates.com/companies/us_de/4497057 merged with Protext Mobility, Inc (4916318) in 2010 https://opencorporates.com/companies/us_de/4916318, and then Protext Mobility, Inc merged with Protext Pharma Inc (3432839) in 2017 https://opencorporates.com/companies/us_de/3432839
Verified by Delaware SOS Agent
How many more Centuries will the Transfer Agent take to process the freaking shares cancellations!!!!
That audit won't work for SEC reporting purposes (Filling Form 10-12G)
The Auditor is not a member of the PCAOB
Only Financials audited by a PCAOB Auditor are eligible for SEC reporting
READ THE Quarterly report!!!!
The Supply agreement is WITH A RELATED PARTY!!!!!!
RELATED PARTY = one of DR.J company (I'm 99% certain)
Most likely Leads Bordery
To be considered a RELATED PARTY it must be an entity with AT LEAST one common Officer or director or majority shareholder (or an immediate family member)
https://www.crowe.com/insights/take-into-account/identifying-related-party-disclosure-requirements
In October 2023, the Company entered into a seed multiplication agreement with a RELATED PARTY (Grower") to plant, germinate and process the Company's existing 15,000,000 seed inventory. In exchange, the upon harvesting, the Grower will deliver 60,000,000 new seeds to the Company
Related Party = GROWER = Dr. J Company, that's PLAIN AND SIMPLE
Might be why they can't be carried at Fair Market-Value
The counterparty = THEMSELF
Nope
The June Quarterly is due in Mid-August
They don't have a choice
I see no filling at the Wyoming SOS that could allow them to further reverse split LEAS by 1:10 (The only way they can get to 1:25000 like Sinkule is circulating)
RWOD fillings are lacking a proper description of the Exchange Ratio, in my opinion. (At the very least they should tell the shareholders how the LEAS Preferred B will be "treated")
https://wyobiz.wyo.gov/Business/FilingDetails.aspx?eFNum=023134109014071170057137212225204229086026117085
VERY UNLIKELY to be this week
Like other mentioned, it can be extended until December 4th 2024 (Likely going to be extended, by an extra month, at first)
The announcement, a day before it happens, should appear there:
https://www.nasdaqtrader.com/Trader.aspx?id=archiveheadlines&cat_id=105
or there:
https://otce.finra.org/otce/dailyList
That's definitely true, that's always how SPAC DEAL works
Have you watched other SPAC deal?
The combined entity starts trading (Pre-market) at the price the SPAC last closed at, the day before (Check AGBA on November 3-4 2022)
Usually, the Market Makers makes sure the price stays close to 10$, before the closing, but sometimes they don't...
Fair enough
I still believe they should have already injected something worthwhile into TXTM, before it even went CE
Fair enough
You won't get a discussion about advantages of this corporate structure from me
RSAMMDA should have already controled a majority of RSAMMD PTY LTD and Leeds Bordery, by now, or rather it should have before TXTM went CE
The 2.3m pounds Offtake agreement should have been "Realized" and the result of that should have appeared in TXTM Balance Sheet and Income Statement by now.
No change as to what?
TXTM acquired RSAAMDA (Delaware) not RSAAMD PTY LTD (South Africa)
For some reason RSAAMDA doesn't own all of RSAAMD PTY LTD ro Leeds Bordery Assets
Will it ever own anything besides 15m or 60m seeds, I've no idea.
Almost certain LEAS shareholders get WENA shares at 10$, but WENA opens at the price of RWOD on the prior day close, or whatever price it is at during pre-market.
I have to side with Parabolic this time
RSSAMD Acquistion LLC acquired control of ProtExt Mobility Inc
Actually, that's inaccurate, but no one seems to care, including OTCM...
TXTM is actually Protext Pharma Inc (After Protext Mobility Inc, merged with it)
Yes, that means what we see in the fillings is innacurate
I confirmed everything with Delaware SOS
Anyway... I'm diverting away from the point here...
When RSAAMD Acquisition LLC (Delaware) acquired control of TXTM, it also was acquired by TXTM and became a wholly-owned subsidiary of TXTM
In other words, RSAAMDA shareholders exchanged their ownership in RSAAMDA for a controlling stake in TXTM
There are multiple kind of merger that can be done
Keep in mind TXTM wasn't "officially" a Shell
Protext Pharma/Mobility Inc stayed the parent company
In a "Classic" Reverse Merger, when a "real" Shell is involved, the incoming target becomes the accounting acquiror (The financials of the stock = the financial of the target), and the publicly traded company eventually gets renamed to the target name. (Soon thereafter at the SOS level, much later, through FINRA)
I have to add that WE DON'T KNOW anything about the "relationship" between RSAAMDA (TXTM Wholly-owned subsidiary) and RSAAMD PTY Ltd (The operating company in SA)
Judging by TXTM Balance Sheet, RSAAMDA, or TXTM directly, acquired control over 15m seeds somehow
I've seen it do the opposite, countless time, for the reasons I mentioned above.
The Buy vs Sell Stats is extremely misleading
It just registers a "Buy", when trades happen at the "Ask", or a "Sell" when bought at the "Bid"
The issue, is that it doesn't take into consideration that the Bid or Ask could have moved up or down.
Better thing to do is to look at how many trades were conducted over the previous day high or at what price the majority of trade took place. (That would be ~0.24$ for Today)
The Shares Outstanding shown on the Quarterly report fillings and on OCTM Security Details doesn't match, as of the Date of the filling reporting period (March 31st 2024), and still doesn't match as of May 20th 2024
The filling shows as if both the 18m from DOME LCC and 45m from Screaming Eagles Shares Cancellation have been processed, as of March 31 2024, but neither of these are reflected at the Transfer Agent, yet.
I could agree with you on pretty much everything you are mentioning, BUT...
I highly suggest you go look what securities "Held of Record" means
Record holder = Shareholder of Record = Record Shareholder = Stockholder of Record
Record = "Entry" on the "ledger" at the Transfer Agent
A Shareholder of Record is a person or entity that holdstock UNDER it's OWN NAME, NOT A under a NOMINEE (unlike shares held through Online Brokerage, which are actually held under Cede&Co, the DTC nominee)
The 77 shareholders of Record is what counts for triggering the mandatory SEC reporting obligation
Yes, one broker count as 1 shareholder of record, regardless of how many customers that hold a specific stock they have.
If all the Beneficial Owners (which everyone holding shares through a broker is) would count in that 2000 or 500 shareholders there are so many companies that would be forced to become SEC reporting, it wouldn't even be funny...
Also a stock could be Penny STOCK Exempt, even have 2000 shareholders of record or 500 non accredited shareholders of record and still not trigger the SEC reporting requirements (there are other criteria than just Assets value $, for Penny Stocks Exempt status, and these criteria wouldn't trigger any reporting obligation toward the SEC)
No offense, but It's not a matter of opinion
Please show me where there is a different SEC reporting requirement for Pink Penny Stock Exempt issuers. (As in show me the relevant SEC rule on the Federal Register or the SEC related websites)
From my experience, and from what I can see, there are no special reporting requirements towards the SEC, for stocks like TXTM.
It only removes some disclosures requirements by Broker-dealers when they trade Penny stocks on behalf of their customers.
"Because of the speculative nature of penny stocks, Congress prohibited broker-dealers from effecting transactions in penny stocks unless they comply with the requirements of Section 15(h) of the Securities Exchange Act of 1934 ("Exchange Act") and the rules thereunder."
These SEC rules provide, among other things, that a broker-dealer must (1) approve the customer for the specific penny stock transaction and receive from the customer a written agreement to the transaction; (2) furnish the customer a disclosure document describing the risks of investing in penny stocks; (3) disclose to the customer the current market quotation, if any, for the penny stock; and (4) disclose to the customer the amount of compensation the firm and its broker will receive for the trade. In addition, after executing the sale, a broker-dealer must send to its customer monthly account statements showing the market value of each penny stock held in the customer's account.
Notwithstanding that, I hope the CE gets removed sooner rather than later🤞