Code Rebel Corp (CDRBQ)

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Ya think there will be a FINRA halt when the suspension expires. I am looking at the financial statements. The following jumps out:

...concerning the company’s assets and financial condition.

Goodwill

9,194,043

The Goodwill is the amount over paid on fair market value on an asset acquisition, of course its only material asset. The payment was made in stock.

On July 27, 2015, the Company, acquired 100% of the membership interests of ThinOps Resources LLC (“ThinOps”), a Texas limited liability company, pursuant to the terms of a Membership Interest Purchase Agreement (“Purchase Agreement”) among Code Rebel, ThinOps and Thomas M. Moreno, the sole member of ThinOps (the “Member”). ThinOps Resources is a management and technology consulting services firm based in Houston, Texas.

The consideration paid by the Company to the Member in the transaction at closing was $9.25 million in cash and stock. On July 31, 2015, the Company issued 667,511 shares of its common stock with an agreed upon value of $8.5 million (based on the volume weighted average closing price of the Company’s common stock on the Nasdaq Capital Market for the ten trading days immediately preceding the closing date of the Purchase Agreement). The total consideration paid excludes transaction costs.

The Company recorded goodwill of $9,194,043 on the acquisition. The table below shows the calculation of the goodwill:

Net Revenues

$
526,399

Cost of revenues

643,679

Gross Profit (Loss)

(117,280
)

Negative Gross (not net mind you) Margins is a red flag.

Professional expenses

779,978

Director compensation 1,184,688

General and administration expenses

1,342,159

Shares issued on note conversion
1,681,731 168 1,681,563

Stock issued for termination of agreement
150,000 15 766,485

Restricted shares granted as compensation
375,000 38 14,216,212

Stock-based compensation

2,008,388

We reported a net loss of $3,590,591 for the twelve months ended December 31, 2015 compared to a net loss of $679,942 for the twelve months ended December 31, 2014. The increase in net loss in 2015 was primarily due to increased legal and professional costs associated with being a public company and stock compensation for $2,008,388 included in general and administrative expenses.

We reported a net loss of $679,942 for the twelve months ended December 31, 2014 compared to a net loss of $579,587 for the twelve months ended December 31, 2013. The increase in our net loss in 2014 was primarily due to preparations for our IPO.

So it cost $3million to go public in order to raise $5million.

I think you found the concern the SEC is looking at.