Wednesday, August 09, 2017 10:31:10 PM
No reason to do a S-1 Registration again unless they plan on re-registering with the SEC. It is not required since JB&ZJMY can spend the one year "seasoning" period on OTCmarkets and then list to NASDAQ and become SEC reporting. Conversely, JB&ZJMY can list to NASDAQ or other exchange in a few short months by doing a bought deal or firm commitment underwriting and becoming SEC reporting. Again, the S-1 registration is to become publicly traded.
JB&ZJMY avoided the S-1 by reverse merging with Dolat Ventures, a publicly traded company. The private company, JB&ZJMY, is replacing the public shell company, Dolat Ventures. DOLV's board of directors has already been supplanted by Wang and company. The reverse merger will be finalized when all corporate actions relating to the merger are approved by FINRA and the name and ticker change become effective.
As I have posted repeatedly, I agree that the 10-K and 10-Qs could be a response to a request by FINRA for more information. If the 10-Ks and 10-Qs keep coming down the pipe, I would think that DOLV is working on becoming SEC reporting as a precursor to moving up to NASDAQ and not as a request by FINRA relating to the name and ticker change.
A pink can choose to be SEC reporting. It doesn't have to be. As part of a pink's initial disclosure process it is required to provide 2 years of financials. See Pink disclosure guidelines on OTCmarkets.
From RO's book:
"You don't avoid SEC disclosure and audit requirements by doing a reverse merger." You still have to file the PCAOB audit with the SEC within four days of closing the reverse merger. 8-Ks are required upon completion of an acquisition (merger). When involved with a reverse merger, it is known as a Super 8-K. When the name and ticker changes (which they will), look for a Super 8-K and PR within days. As stated in RO book, "If you go public through a reverse merger, ... , then you are public the day your merger closes and the Super 8-K is filed."
A company can also go the Form 10 (blank check shell) route to go public. DOLV is not a Form 10 Virgin Non-Reporting/Non Trading Shell. Form 10 does not apply to DOLV. These shells do not trade either on the OTCmarkets or pink sheets. Again, Form 10 shell does not apply to Dolat Ventures.
A Form 10 shell has no free-trading stock so to trade you have to go through the entire S-1 registration process anyway (unless you meet a very pricey exemption). According to RO's book Form 10 (blank check shells), "in general they can be a complete waste of your money....Give very serious consideration to contacting an SEC professional before you potentially waste tens of thousands of dollars to buy a shell that does nothing for you."
Here is some reading material:
From Wiki
https://www.fool.com/investing/general/2015/06/22/sec-form-s-1-what-is-it-why-is-it-important.aspx
https://www.briefing.com/investor/learning-center/general-concepts/sec-documents-you-should-know/
http://www.vfinancialgroup.com/why-buy.html
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