All Things Mobile Analytic Inc (ATMH)

[DJPele]

TRON: 15C2-11, R/S AND APO SUPPLEMENTAL DD

There have been questions on this board as to why TRON elected to file a 15c2-11, PIPE investing and TRON's pending Reverse Split. This post was created to help clear the "fog" and provide more insight.

OTC Markets provides a short description of what 15c2-11 is. A link will be posted below, follow by the description.

http://www.otcmarkets.com/services/otc-link-ats/faq

"What is Rule 15c2-11?
Rule 15c2-11 under the Securities and Exchange Act of 1934 (Exchange Act) governs the submission and publication of quotations by brokers and dealers for OTC equity securities. Specifically, the rule applies to a broker-dealer's initiation or resumption of quotations for such securities in any inter-dealer quotation system, including OTC Pink. Pursuant to the Rule, brokers and dealers are required to review and maintain specified information about the issuer of the security before publishing a quotation for that security..."

The purpose of Rule 15c2-11 is to “prevent fraudulent, deceptive, or manipulative acts or practices” among publishers in their publication of quotations of securities. A link to this description and more information is below:

http://www.bradshawlawgroup.com/rule-15c2-11-and-interdealer-quotation-systems-filing-form-211/

Here is a link to TRON's 15c2-11 disclosure:

http://www.otcmarkets.com/financialReportViewer?symbol=TRON&id=158205

Cornell University Law school's website provides more insight to Rule 15c2-11 as well. Link is provided below:

https://www.law.cornell.edu/cfr/text/17/240.15c2-11

An APO (Alternate Public Offering) is also known as a "Reverse Merger". A simple search online will provide it's definition. Here is the description of an APO in case it's not known:

"An alternative public offering (APO) is the combination of a reverse merger with a simultaneous private investment of public equity (PIPE). It allows companies an alternative to an initial public offering (IPO) as a means of going public while raising capital."

The link below provides information on the merger process under paragraph "What is a reverse merger? What is the process?":

http://www.reverse-merger.com/tag/rule-15c2-11/

I posted some specific's below from the link above to highlight their importance:

"A reverse merger is the most common alternative to an initial public offering (IPO) or direct public offering (DPO) for a company seeking to go public. A “reverse merger” allows a privately held company to go public by acquiring a controlling interest in, and merging with, a public operating or public shell company....."

"The primary advantage of a reverse merger is that it can be completed very quickly. As long as the private entity has its “ducks in a row,” a reverse merger can be completed as quickly as the attorneys can complete the paperwork. Having your “ducks in a row” includes having completed audited financial statements for the prior two fiscal years and quarters up to date (or from inception if the company is less than two years old), and having the information that will be necessary to file with the SEC readily available. The SEC requires that a public company file Form 10 type information on the private entity within four days of completing the reverse merger transaction (a super 8-K). Upon completion of the reverse merger transaction and filing of the Form 10 information, the once private company is now public. The reverse merger transaction itself is not a capital-raising transaction, and accordingly, most private entities complete a capital-raising transaction (such as a PIPE) simultaneously with or immediately following the reverse merger, but it is certainly not required. In addition, many Companies engage in capital restructuring (such as a reverse split) and a name change either prior to or immediately following a reverse merger, but again, it is not required."

So three things:

1.) TRON is required to file a FORM 10 within 4 days of completing the merger, thus allowing PIPE investors to sell stock AFTER the Evergreen Rule is satisfied (must wait 12 months once sec compliant).

2.) It states "...most private entities complete a capital-raising transaction (such as a PIPE) simultaneously with or immediately following the reverse merger..."

This should dis-spell questions on why PIPE investors would want to invest in TRON.

3.) It SPECIFICALLY states: "In addition, many Companies engage in capital restructuring (such as a reverse split) and a name change either prior to or immediately following a reverse merger..."

The Reverse Split IS IN FACT a CAPITAL RESTRUCTURING for the Merger/APO. This is why TRON is conducting a Reverse Split. This should hopefully answer questions regarding this fact.

"There are several disadvantages of a reverse merger. The primary disadvantage is the restriction on the use of Rule 144 where the public company is or ever has been a shell company."

Definition of Rule 144

1.) Rule 144
When you acquire restricted securities or hold control securities, you must find an exemption from the SEC's registration requirements to sell them in a public marketplace. Rule 144 allows public resale of restricted and control securities if a number of conditions are met.

Taken from the SEC website.

https://www.sec.gov/investor/pubs/rule144.htm

Continuing from the previous paragraph:

"Rule 144 is unavailable for the use by shareholders of any company that is or was at any time previously a shell company unless certain conditions are met. In order to use Rule 144, a company must have ceased to be a shell company; be subject to the reporting requirements of section 13 or 15(d) of the Exchange Act; filed all reports and other materials required to be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter period that the Issuer was required to file such reports and materials), other than Form 8-K reports; and have filed current “Form 10 information” with the Commission reflecting its status as an entity that is no longer a shell company, then those securities may be sold subject to the requirements of Rule 144 after one year has elapsed from the date that the Issuer filed “Form 10 information” with the SEC."

Assuming all files, reports and related materials are submitted, once TRON files a FORM 10 (required 4 days after completion of the Merger/APO) PIPE investor's can sell securities once 12 month's have elapsed (Evergreen Rule). We can always "speculate" that TRON won't file properly, but we can always speculate that they will. Remember, there are two sides of a coin to everything.

Here's the definition of the Evergreen Rule:

The Evergreen Rule
Rule 144(i), as amended, states that Rule 144 is not available for the resale of securities initially issued by a former shell company unless the following two requirements are met:

a. One (1) year has passed since the Issuer filed current “Form 10 information.” What is Form 10 information? It is the information that would be required if the Issuer were filing a general form for registration of securities on Form 10 under the Securities Exchange Act of 1934, or under an S-1, which reflects its status as an entity which is no longer a “shell”; and

b. The Issuer is current on all reports required to be filed with the SEC during the One (1) Year before the shareholder elects to sell shares.

A website that has the definition is below.

http://otclawyers.com/what-is-the-evergreen-rule-under-rule-144/


In Conclusion, and in my opinion:

1.) TRON filed a Rule 15c2-11 for a reason.

2.) The Reverse Split in TRON's 15c2-11 disclosure is for a VALID reason.

3.) PIPE Investor's can complete a capital-raising transaction (such as a PIPE) simultaneously with or immediately following the reverse merger. There can and IS a valid reason why PIPE investor's would be interested in TRON.

4.) A Form 10 IS required by the SEC within 4 days after the Merger/APO is complete. After 12 months (Evergreen Rule), securities CAN BE SOLD.