Nutranomics Inc (NNRX)

[stervc]

Significant NNRX Deregister Logic & Justification…

Some are claiming that an 8-K filed with the SEC is required before the recently announced deal closed by NNRX can be considered completed. This is absolutely 100% not true. To keep things simple, an 8-K is not required simply because NNRX is not an SEC reporting company.

However, there is much that comes along with this understanding. NNRX made the decision to go to the now popular Alternative Reporting Standard in the NNRX update on July 5, 2018 of which was when they filed a Form 15-12g with the SEC under Section 15/Rule 12g to deregister their shares with the SEC:
https://www.otcmarkets.com/stock/NNRX/disclosure

The purpose of filing a Form 15-12g is only to terminate or legally suspend the ”mandatory” duty of the company from having to file reports with the SEC. This is done for positive reasons to benefit the company as this is an outstanding article below justifying why a company would choose the Alternative Reporting Standard reporting requirement:
http://www.reversemergers101.com/going-dark-reverse-mergers/

Most pink sheet stocks that many investors trade/invest in are already deregistered with the SEC and … investors just don’t know or realize it. It just means that they will not be required to file 10-Qs, 10-Ks, 8-Ks, and/or any other reports per SEC requirements; primarily, audited financials won’t be required to file with the SEC or have to be completed by a Certified Public Accountant (CPA) to meet transparency qualifications as long as the financials are Consolidated Financials that are presented in Generally Accepted Accounting Principles (GAAP) format.

This is a huge savings for the company to where they are saving themselves lots of money that they can now allocate those funds more towards operational growth instead. Before financials are released, the CEO or someone within the management of the company will always review the financials before they are submitted so they usually understand how things are to be logged. This means that now under this Alternative Reporting Standard requirement, having a Certified Public Accountant is not required to sign off on the financials. This means that the company can sign off on their own financials as long as they are Consolidated Financials in GAAP format.

The key thing about being deregistered is the fear that this will create a lack of transparency. To fix the lack of transparency issue, companies have elected to trade on the pink sheets within the OTC Markets realm under a current status as this is also recognized as a now respected market arena for transparency. The OTC Market requirements come in to offer a cheaper form of transparency. Instead of filing a 10-Q the company will file a Quarterly Report. All 10-Qs and Quarterly Reports are “unaudited” regardless of the exchange. Only the 10-K is audited and that is only when the company is an SEC filing company. When the company is not an SEC filing company, instead of filing an ”audited” 10-K the company will file an ”unaudited” Annual Report.

So in summary… ALL financial reports can now be unaudited and will be fine for meeting transparency standards.

Understand, transparency is one of the main reasons why a stock generally files with the SEC that trades, but now with the emergence of the OTC Markets being respected by the SEC and many investors throughout for delivering transparency, many companies have chosen this route, especially since it is a much cheaper transparency standard to adhere to. Many companies have accepted this throughout as another means of existing to prove its legitimacy without having to file costly audited financials until being able to afford filing such or if such ever becomes desired.

By all means, I’m not trying to downplay audited financials, but until a company is either significantly operational or near being operational to where huge revenues/profits are generated, then money should be saved by taking the OTC Markets route for transparency until such time exists. Even still after generating millions of dollars, some companies still elect to remain on the OTC Markets within the US Markets such as explained in the examples of what some more popular companies have chosen to do to ”compare and contrast” such as Nestle Chocolate (NSRGF), Rolls-Royce Holdings PLC (RYCEY), Swisscom AG (SCMWY), and a variety of other stocks indicated within the post below that were trading at such time between the $11.00 to $95.00 per share ranges:

OTC Markets vs Fully Reporting SEC Status
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=85598739

Again, this is really not such a big deal as it positions the company to not be required to the SEC filing requirements and to not be subjected to the cost and time constraints involved until they are financially ready to do so in the future if ever deciding to do so. Again, some companies have decided to always remain within the OTC Markets within the US Markets which often proves to be fine too. Important to understand, any news of substance will be recognized just the same by investors with or without this deregistration. Big news will be usually recognized as big news regardless. This move is basically a norm that many companies are now implementing.

So, in short, an 8-K is not required as proof that the deal was closed. The verbiage in the NNRX PR clearly indicated that the acquisition/merger was completed:
https://www.otcmarkets.com/stock/NNRX/news/story?e&id=1266685

I still believe we are fine here with NNRX filing their Form 15-12g on July 5, 2018 with the SEC to deregister their shares removing the company from having any requirement to file anything with the SEC.

DEFINITION OF SEC FORM 15

http://www.investopedia.com/terms/s/sec-form-15.asp
A filing with the Securities and Exchange Commission (SEC), also known as the Certification and Notice of Termination of Registration. It is used by publicly traded companies to revoke the registration of their securities. SEC Form 15 may also be used to notify the SEC and investors of a company's intent to cease filing various required forms because their securities no longer fall under certain filing requirements.

v/r
Sterling