Gifa Inc (GIFX)

[Dragon Lady]

Quote LOL, "That is correct. So why are they sending documents of any description into the SEC? Those documents are rendered useless. "

LOL...gawd almighty....

Uh...because a STANDARD, WELL KNOWN, BONAFIDE and LEGAL WAY TO "GET CURRENT" and become a "CURRENT FILER" again with the SEC is to uh..um..uh...START FILING ALL PAST DUE SEC FILINGS...LOL !!!

Sorta EXACTLY AS THEY, GIFA INC, ARE NOW DOING....um...uh...so it makes PERFECT SENSE....

securities-law-blog.com/2013/01/25/how-to-bring-a-delinquent-exchange-act-reporting-company-current/

READ THAT SEC EXPERT ATTORNEY ARTICLE IN GREAT DETAIL...EXPLAINS IT ALL...

OPTION A

or

OPTION C

BOTH require filing ALL PAST DUE FILINGS THAT "would have been filed" and SIGNING THEM AS IF YOU ARE STILL THE COMPANY "AT THAT MOMENT IN TIME" aka why SHETTY had to sign as CEO for the years of the dormant company of which he'd have still been CEO...aka FORMER "Firefish" as the change of control had/had not taken place yet- right up until where they are at now...when they make the NEXT SEC FILING(s)..

And/or if a FORM 10, aka METHOD "C" is used...REQUIRED TWO..TWO...TWO YEARS OF AUDITED "financials" aka which would be SEC 10-K's and GIFA INC, aka FORMERLY FIREFISH just recently filed ONE and another will be THEE NEXT FILING as they filed all the 10-Q's for their fiscal year 2017....

Uh....THAT IS SORTA "HOW IT FREAKING WORKS" LOL....

It's called "BECOMING A CURRENT FILER AGAIN"...and everything GIFA is doing is BY THE BOOK and they're SPENDING CASH MONEY FOR AN AUDITED 10-K and an attorney and their transfer agent to MAKE ALL THE NEEDED SEC FILINGS....uh....um.....IT'S NOT THAT COMPLICATED....

I'll post the entire SEC ATTORNEY EXPERT'S ARTICLE/BLOG SINCE THEY KNOW WHAT THE H THEY ARE TALKING ABOUT LOL...and EVERY FREAKING THING GIFA has done so far via their SEC ATTORNEY WILLIAM AUL matches this SEC ATTORNEY's BLOG ARTICLE to the freaking TEE....EXACTLY.....

http://securities-law-blog.com/2013/01/25/how-to-bring-a-delinquent-exchange-act-reporting-company-current/

QUOTE OF SEC ATTORNEY EXPERT on "HOW TO COME CURRENT" as a delinquent filer- ALL of which GIFA is presently doing as of today:

"How To Bring A Delinquent Exchange Act Reporting Company Current

SEC Delinquent Filers Program

In 2004 the Securities and Exchange Commission (“SEC”) instituted the Delinquent Filers Program and created the Delinquent Filers Branch as part of its Division of Enforcement. The Delinquent Filers Branch was instituted to encourage publicly traded companies that are delinquent in the filing of their required periodic reports (Forms 10-K and 10-Q) under the Securities Exchange Act of 1934 (“Exchange Act”) to provide investors with accurate financial information upon which to make informed investment decisions. The securities registrations of issuers that fail to make their required periodic filings are subject to suspension or revocation by the SEC and other enforcement proceedings.

Since it was instituted, the SEC Delinquent Filers Branch has suspended the trading and/or revoked the registration of hundreds of companies, often in sweeps of large groups of filers in a single day. Generally, a delinquent filer would receive a letter from the SEC giving the Company 10 days in which to make the filings current, and if such filings were not made current during that time, the SEC would institute administrative proceedings to revoke the registration of the Company’s securities.

Becoming Current

During the early years of the program, the SEC would not allow a multi-year or comprehensive filing, but would require the Company to file all missing reports (3 10-Q’s and 1 10-K for each year delinquent). However, during the recession, and in particular 2008-2012, many companies subject to the Exchange Act reporting requirements became delinquent in the filing of such reports for valid and unavoidable business reasons. In an effort to assist these entities in becoming current with their reporting requirements, the SEC, under certain circumstances, now allows the filing of a multi-year comprehensive 10-K in lieu of the filing of each and every missing report.

Accordingly, a Company that is delinquent in its reporting requirements has three options to become current in its reporting requirements. Upon filing the delinquent reports, the Company will satisfy the current information requirement for use of Rule 144 and will satisfy the “filed all reports” requirement for use of Form S-8.

Option A: File All Past Due Exchange Act Reports

This option is fairly self-explanatory; however, a few practice notes are helpful. In preparing and writing the past due reports, the drafter should complete all the information to the current date of filing the report. That is, the description of the business and business plans, the names and bios of the officers and directors, the sale of unregistered securities—basically everything—should be written as of the date of filing. In addition, there should be an added section in the MD&A which discusses the financial statements attached to that particular report and addressing that particular period. Where appropriate, historical information should be disclosed. So, for example, if the officers and directors have changed, there should be an explanatory disclosure as to the changes and historical information presented, followed by the current officer and director information as of the date of filing.

Accordingly, when completing all past due filings, the bulk of each document will be exactly the same, with the differences consisting of the financial statements, the MD&A section discussing the financial statements for that particular period, and the front page disclosing the date for which the report applies. Each report will be signed and certified by the current chief executive and accounting officers.

Filing all delinquent reports will not satisfy the requirement that a Company has “timely filed” all periodic reports, but it will satisfy the requirement that the Company has filed all reports required to be filed over the subject period of time.

Option B: Request Permission for and File a Multi-year Comprehensive Form 10-K

A Company desiring to file a multi-year comprehensive Form 10-K must obtain permission from the SEC, which requires a great deal of initial groundwork to demonstrate the ability to file the required report in a timely fashion. In particular, a Company desiring to file a multi-year comprehensive Form 10-K must submit correspondence to the SEC’s Office of Chief Accountant at the Division of Corporation Finance that:

Lists all missing periodic reports;
Describes in relative detail the reason for the delinquency and explains why and how the Company intends to resume reporting;
Details how the Company intends to complete the multi-year comprehensive Form 10-K, including the exact financial statements to be included, the date the filing will be made, the auditor that has been retained (it is helpful for the auditor to include a statement that he or she has, in fact, been retained and are engaging in the required services), and any other supportive facts demonstrating the Company’s ability to comply with the request;
Details any information that will not be included in the report that otherwise would be required and the reason for the exclusion (for example, lost or destroyed records) and requesting relief from the inclusion of such information under Rule 409 of the Exchange Act (Rule 409 allows a company to exclude information that is unknown and not reasonably available without unreasonable effort or expense with proper explanations of why the information cannot be obtained and the materiality of the missing information);
Requests that the SEC staff not object to the filing of the multi-year comprehensive Form 10-K in lieu of all individual delinquent reports; and
Promises to file all required future reports in a timely manner
Of course, competent counsel should be retained to either make the submission on the Company’s behalf or assist in the process. Generally, the SEC responds within 10 days. The SEC response reminds the Company that the SEC does not relieve reporting requirements, but that it may accept the one-time multi-year comprehensive Form 10-K as long as such document contains all of the following:

Audited financial statements for each delinquent fiscal year;
A section in the MD&A discussing the financial statements for each set of financial statements filed in the report, including quarterly statements, and a prior year or quarter comparison of results of operations for each year end period provided;
Unaudited summarized financial statements for each of the three quarters (and prior year comparisons) for at least the last two fiscal years;
All material information that would have been disclosed in the delinquent periodic reports had they been filed.
The multi-year comprehensive Form 10-K should be current to the date of filing, including the discussion of the business and business plans. Additional disclosures and risk factors may appropriate related to missing information, reasons for the delinquency in reporting, the impact of the delinquency in reports (such as Form S-3 eligibility), weaknesses in internal controls, and how the Company intends to rectify its issues and remain current in its reporting requirements in the future.

As with Option A, the multi-year comprehensive Form 10-K will not satisfy the requirement that a Company has “timely filed” all periodic reports, but it will satisfy the requirement that the Company has filed all reports required to be filed over the subject period of time. Upon filing the multi-year comprehensive Form 10-K, the Company will satisfy the current information requirement for use of Rule 144 and will satisfy the “filed all reports” requirement for use of Form S-8.

Option C: Terminate Exchange Act Registration by Filing a Form 15 Followed by a Form 10 Registration Statement

If a Company qualifies to do so, they may file a Form 15, terminating its Exchange Act registration and thereby relieving it of the Exchange Act reporting requirements. To qualify to file a Form 15, a Company currently must either have fewer than 300 shareholders, or fewer than 500 shareholders if it has assets of less than $10 million.

As I have blogged about in depth in the past, Title V of The JOBS Act amends Section 12(g) and Section 15(d) of the Exchange Act as to threshold shareholder requirements and registration and deregistration requirements such that the shareholder threshold before requiring registration and subsequent reporting with the SEC has been increased from 500 to either (a) 2,000 or more, or (b) 500 or more unaccredited shareholders. I expect that the SEC will implement rules to amend Exchange Act Rule 12g-4 to conform with Section 12(g).

A Form 15 does not technically relieve a Company’s obligation to file past due reports (only future reports); however, in practice the SEC does not generally require such filings.

An Issuer that files a Form 15 may thereafter file a new Form 10 registration statement subjecting it to the Exchange Act reporting requirements going forward. As with all Form 10 registration statements, the Form 10 will include two years of audited financial statements.

Option C is especially attractive to a Company that is in excess of two years delinquent in its reporting requirements and cannot reasonably obtain the records necessary to complete its audits for those years beyond the two-year period.

The Author

Laura Anthony, Esq.
Founding Partner
Legal & Compliance, LLC
Corporate, Securities and Going Public Attorneys
[e-mail]


"

END QUOTE....again...THEE EXACT STEPS GIFA INC and their attorney WILLIAM AUL are taking are EXPLAINED TO THE FREAKING TEE in that article/blog by another SEC EXPERT ATTORNEY WHO ACTUALLY KNOWS "THE LAW" as opposed to those who DO NOT KNOW THE LAW(s)......