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Glad to hear... and that you are well!! Good here also and hoping that after all this time that we have endured and been ridiculed for putting faith in what Orie was trying to do that it will hopefully SOON pay off...still no guarantees of course but he DID do what he was saying all along. Personally just couldn't believe that he was lying to me all this time as he answered my emails. We were stuck and nothing for him to pump...couldn't buy nor sell..so he could have just walked away like many others in the past but he didn't . Anyway that's the past...hoping and praying for a new bright future here!!
JAJ25...still with us? Hope all is well!!
bri....I try not to bug him too much...don't want to become a pain asking a lot of questions...we will find out soon enough....b/r
Just asked Orie if they have heard anything yet...his reply
"Your timing is excellent – just this morning we received the first round of comments and everyone on the team was pleasantly surprised that the comments will require very small revisions that the SEC would like to see in the prospectuses. All in all this round is simple and we will be responding to the comments in the next few days.
They of course reserve the right to send as many rounds as they like until they are fully satisfied.
Response from Orie about the opening price:
" The price is suggested by us, and agreed on by the broker - dealer that will take this on and approved by FINRA. Of –course we will try to get it on the higher side but it needs to meet certain criteria and marketability."
Response from Orie about the new company:
"The mission of the new company is to provide a vehicle to raise money to implement our plans to grow primarily through M&A, to acquire much larger companies in our industry. Now (when approved by SEC), that the company has audited financials and a nice base of shareholders in place and hopefully a stable share price, it will give us the opportunity to present potential targets with solid offers combining cash, equity and debt to enable us to reach revenue and earnings goals which will hopefully translate to substantial increase of shareholder’s equity in a relatively short period of time.
That is the plan in a nut shell."
Response from Orie about the Palisades Venture:
"Yes, that’s the plan – the opening share price will be around $0.15-$0.30 if approved."
Sam, all we can do is hold as you know...well you didn't think he would ever do the filing and he did and now he says " Once the SEC approves the registration I will be able to provide the distribution ratio but I can confirm it will be beneficial." So he proved you wrong once now, let's hope he does it twice. :)) GLTA
NEWS...NEWS :))
"I am very pleased to announce that we just filed our S-1 Registration with the SEC. It took over 2 and half years of work by many individuals whom I hired to get this project completed and filed. I personally made substantial investment to fund this project and dedicated hours on-hand daily, working with the auditors to complete 2 years of audited financials, worked with the authors to write our S-1 Registration, worked extensively with our financial consultant and with 2 SEC lawyers to get the registration reviewed and get the consent of auditors and legal to file.
Please see below.
The process is – we now wait for the SEC to send comments which they have a maximum of 30 days. We hope the comments will be just few and simple to quickly address. Once we have their consent we will make a dividend distribution of shares of the new company - Palisades Venture DBA 4Service Cloud Tech, to COHO shareholders of record and to our consultants. Once the SEC approves the registration I will be able to provide the distribution ratio but I can confirm it will be beneficial.
I will keep you informed as to developments with our next steps.
WE DID IT!
THE FOLLOWING SUBMISSION HAS BEEN ACCEPTED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION.
COMPANY: Palisades Venture Inc.
FORM TYPE: S-1 NUMBER OF DOCUMENTS: 22
RECEIVED DATE: 07-Feb-2024 16:11 ACCEPTED DATE: 07-Feb-2024 16:15
FILING DATE: 07-Feb-2024 16:11
TEST FILING: NO CONFIRMING COPY: NO
Blessings to all"
Reply from Orie to my question...again...as to why this is taking so long to accomplish::
"It is unique in a sense that we are doing an audit for a spin-off and providing shares to shareholders of another company (COHO). Still it should not get that complicated. It didn’t help that SEC issued new requirements on auditors to certify the entire filing twice before it gets filed.
Hang in there."
Latest update...maybe this will be our year???
"We are at the tail end of documentation – one step that I was not aware of is when the auditors “finished” the audit and reviews, we then had to insert it into the S1 filing document of over 100 pages and then it went back to auditors to review the entire document since the numbers are reflected in several locations in the write-up. Just few minutes ago I heard back from them that the last revision they asked for (we are now at Version 9) hopefully will be accepted this afternoon by the 2 audit partners and then it goes to be Edgarize, then back to auditors for another final review of the full doc to make sure the Edgarizing people didn’t change or omitted something than it gets filed.
Tedious work but progress is made."
????...explain
Won't even get that...he's Jewish 😀. Happy Thanksgiving
Asked if this will get done by eoy- response: "G-D willing it will, he knows I am committed. Just hired another lawyer to provide the opinion letter and the auditors agreed to complete the review of Q3 as quickly as possible. I know and I feel like you – these words were said before many times, I am as frustrated as you are and disenchanted with the process. The good news is that I spent too much time and my own money to interrupt the process.
We will get this to finish line."
Well, not so great unfortunately.
"Auditors want us to complete Q2 2023 review. Numbers are ready and at the CPA hand to be inserted. Q3 is coming up in 5 weeks and we are ready with these numbers as well."
So, I wrote him back saying that they take so long and have been doing this for a long time that these Q's fly by...needs to be some urgency and get this done!!
His Reply: "It will get done – I spent too much money and time and will not let go."
From Orie yesterday: "CPA is done and just this morning received the final board minutes to insert into the S1. This will complete the S1 and will be sent today/tomorrow back to the auditors for them to write their Opinion letter. Once received it will all get Edgarized and filed.
We are making progress."
From Orie last Friday: "More delays with CPA converting audited numbers to S1 format. He says he was done as of this morning. Still waiting for him as of now to get the final Q1 #s converted. :( "
Just in from Orie, "Audit is done we received the numbers which will be incorporated into the S1 today. Auditors want to go over the S1 once it’s complete and then we Edgarize and file. Moses had easier time parting the Red Sea but I’ll prevail."
Just in today from Orie: "According to a conversation I had yesterday with the auditors they had their final meeting on the review letter yesterday and I am supposed to get it today. Once we receive this we have to send everything to get it “Edgarized” takes few days and then we are good to file."
Hoping and praying this is finally it...and then of course how long will it take to get approval...but seeing a filing will go a looooong way!
2 replies from Orie...first: "Some more delays and some progress. Hired edgarizer and agents, pushing the authors and lawyers. I thought we were there ready to file when the SEC lawyer decided he needs another lawyer to write the opinion to avoid conflicts….
By hook or by crook we will get there."
Second reply from my question as to why this again is taking so long and is it more complex than than a normal company going public...good explanation as to what he is determined to accomplish and that it is more complex: " My situation is different than many since we are doing an audit of a sub that needs to be spun out of the company that holds all the shareholders and then you need to bring the shareholders into the sub. The sub is an LLC. LLC organization cannot be public so another C Corp company had to be established to absorb the assets of the sub from the main company and that company had to be audited as well. Auditors will not perform this work during tax seasons, or during periods where Qs and Ks need to be filed for their other clients, the delays caused further delays by the authors of the S1 who got into other projects during these delays as well as the lawyers. Very frustrating BUT, in my culture there is a saying that all delays bring better results. I am getting some good feedback from market makers about the timing - getting this done now.
I’ll get this done – hang in there."
Sam, that was Orie referring to himself as he was answering my question...I am a stuck shareholder like everyone else here and email Orie and get a response just like anyone else here could do. I own a little over 10mil. shares which is probably a lot less that most here. Just keeping in touch with him so he knows we are very interested in getting our investment back and I do believe he answers honestly. Hoping the best for him and us!
Answer from Orie to my question as to why in this computer age does making a few changes take so long: "It is getting the consensus of the auditors, the SEC lawyers, the S1 authors, the financial analyst, the tax examiner , the founder (me) and investors to agree to every word and every attempted change.
Hoping to file end of this week!
Latest from Orie: "More delays now from the SEC lawyer and S1 Author need to agree on certain language – meantime I am paying….
This month filing is doable."
From Orie today: "Audit is done. Financial will be dropped into the S1 either tomorrow or Monday and finalizing and filing will be done hopefully end of next week. Almost there."
Well, their soon is never what our soon is but keep those fingers crossed:
From Orie today: "We are very close. Audit should be completed by Monday/Tuesday and the S1 is ready just waiting to drop in the numbers. The team is getting ready to file very soon."
Same here. Well, never had one like this. Other pinks just go away but this one SEEMS different in that Orie is trying to go public on a sub and move our shares into it...taking forever for sure but we shall see eventually if it works out. imo
Doesn't like Musk...he's on vacation this week so hopefully more info. next week
Reply from yesterday: "Making good progress with the audit. They confirm my desire to complete it this month."
I hear you man...same here!
Just got this from Orie: "We submitted the 2022 financials today to the auditors and requested that they will be finished mid Feb. This is the last item before filing."
Reply from today: "It was determined that even if we file today SEC will require 2022 full year audit hence we decided to file in January after we complete the last Q audit which should not take long - we are hoping 3rd week of Jan.
Just to set your expectations I am told by our S1 attorneys that it will take 3-4 months to get the comments from SEC after filing – these days."
Filing? From Orie today... "Not yet ready but making progress. We are waiting for the auditors to complete review of 2022 YTD that has to be included in the first filing."
"Please consider carefully the impact this will have upon innovation and new technologies coming to market to benefit all of humanity." Yes, and when they get one through that benefits humanity...which will be great...and benefits us shareholders by making good income, then he won't have to dilute anymore and our stock price can go up and hopefully "soar". Until then this stock will always have downward pressure...imo. Hope he is doing some great stuff with the money he is getting!!!
YW...I'm with you on that buddy! Take care
JAJ25...as of today...his response..."We are now at the final stage of finishing the S1 – auditors need to finish the stub 2022 review (not audit) and the lawyers need to write their opinion letters etc. I believe we should be ready to file by month end.
We then wait for the SEC response and request for clarifications if any – normally 4-6 weeks and hope that one round should be enough with them. Once we have their blessings we become public and you get your shares."
Well hoping 2023 will be our year! Just waiting and hoping...not much else we can do at this point. Have a good month...will check in with him next month for the latest.
I am certainly no expert on this but it seems he is creating a whole new audited company/entity and rolling over the old COHO shares to it. COHO is dead and will stay that way but our shares will be with the new company...the way it sounds to me....thoughts??
Nice...great to hear!!! Glad you are back....now they can bash you too. lol I know you and others have a lot more tied up here than me and I think I can say for all "we" appreciate you checking in with him in person and hope this will eventually work out for us all. I have been emailing him monthly and he always answers and sounds legit on what he is doing or at least trying to do (with the many changes and road blocks) and is determined to get it done. Thanks again...let us know. BR
You and me both...I guess the absolute proof will be when the S1 is submitted as we should be able to see that...right?
NP...today
Well a bonus 3 replies for those that care to hear. So Chris...are you still with us??? Would be nice if you are.... to pay Orie a visit face to face and verify for all on this info. if you would...just a thought. Leave all weapons home. :))
"Yes, first draft with audited numbers was just reviewed. As it turns out the auditing firm by law cannot draft the numbers into the S1 – I had to hire a 3rd party accounting firm to do this….
We are getting there.
"No other company is involved. We stopped all communication with the other company who refused to pay for the process. It is all us. We are doing a spin off of a sub and then bring in the shareholders to the sub. Gives us better control of the future of the company. "
"The sub is one of COHO 3 subs we had – the smallest one in the IT field which we audited and spin off by filing the S1. Once it is spun off and it is a stand-alone trading audited company then we bring in the shareholders of COHO into that entity by switching shares – the old COHO share for shares in the new entity. The new entity should have a much better value since it will be an audited business concern."