Blue Line Protection Group Inc (BLPG)

[King Dut]

Ladies/Gents;

Nothing like some good bantering, but we all know DD is necessary, esp. if your going to comment, and are truly aligned with the stock itself, and doing it in an effort to raise awareness blah...blah..blah......Plenty of tricksters here, just be aware always.


I normally don't share "HOW" I come to my conclusions, as the route I take is very labor intensive for my team and I.

But here goes-------------

My team and I have built a sort of manual algorithm. I built it in a way that allows me to define each piece against each other and reduce out a negative - let me explain.

We take a company and lay it out based on its reporting. That means we take official documents only and show CURRENT. Yes The company itself ONLY..

Then we brain storm all possible outcomes - we call this the end state.

For BLPG my team and I found 42 plausible end result's(end states), it could have based on its CURRENT state of being.

The difference is the DD. We do a clean map (write-up) of what MUST happen in order for that end state to become for EACH of those end states.

Then my team adds each piece from current company to each sheet until that direction (path) has been shown to be negative (not possible).

My team is down to 11 known and possible outcomes, as each variable is accounted for.

I would share those 11 with you all, but frankly it would not be worth it, as the context of each of the remaining paths has much detail, and I am NOT willing to be on the computer for 20 hours defining details that could be misunderstood, and would ONLY confuse.

RS is next step. If they do, then 7 of those 11 remain. if they do not, then only 4 paths remain.

Only 1 (ONE) path has a detrimental (negative) end result or end state based on my team, and their massive data collection efforts. This is why I mention the number of share holders all the time.

Please read the below document and let me know what you see. I am JUST SHARING. If in doubt, then go to the SEC and physically pull the document yourself (that's proper DD).

HERE IS THE COPY PASTE as I cannot seem to upload unless I pay for another level?



:START Document":


ECURITIES AND EXCHANGE COMMISSION
(Release No. 34-80888; File No. SR-NASDAQ-2017-053)
June 8, 2017
Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and
Immediate Effectiveness of Proposed Rule Change to Amend Rule 5110(c) to Permit a Reverse
Merger Company to Qualify for Initial Listing Under Any Applicable Listing Standard After
Satisfying the Required Seasoning Period
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”),
1
and Rule
19b-4 thereunder,2
notice is hereby given that, on May 25, 2017, The NASDAQ Stock Market
LLC (“Nasdaq” or “Exchange”) filed with the Securities and Exchange Commission (“SEC” or
“Commission”) the proposed rule change as described in Items I, II, and III below, which Items
have been prepared by the Exchange. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed
Rule Change
The Exchange proposes to allow a former reverse merger company to qualify for initial
listing under any applicable listing standard after satisfying the required seasoning period.
The text of the proposed rule change is set forth below. Proposed new language is
underlined; deleted text is in brackets.
* * * * *
5110. Change of Control, Bankruptcy and Liquidation, and Reverse Mergers
(a) – (b) No change.
(c) Reverse Mergers

1
15 U.S.C. 78s(b)(1).
2
17 CFR 240.19b-4.2
(1) A Company that is formed by a Reverse Merger (a “Reverse Merger Company”) shall be
eligible to submit an application for initial listing only if the combined entity has, immediately
preceding the filing of the initial listing application:
(A) No change.
(B) maintained a closing price [of $4 per share or higher]equal to the share price requirement
applicable to the initial listing standard under which the Reverse Merger Company is
qualifying to list for a sustained period of time, but in no event for less than 30 of the most
recent 60 trading days.
(2) In addition to satisfying all of Nasdaq’s other initial listing requirements, a Reverse Merger
Company will only be approved for listing if, at the time of approval, it has:
(A) No change.
(B) maintained a closing price [of $4 per share or higher]equal to the share price requirement
applicable to the initial listing standard under which the Reverse Merger Company is
qualifying to list for a sustained period of time, but in no event for less than 30 of the most
recent 60 trading days prior to approval.
(3) No change.
* * * * *
The text of the proposed rule change is available on the Exchange’s Website at
http://nasdaq.cchwallstreet.com, at the principal office of the Exchange, and at the Commission’s
Public Reference Room.
II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the
Proposed Rule Change
In its filing with the Commission, the Exchange included statements concerning the
purpose of and basis for the proposed rule change and discussed any comments it received on the 3
proposed rule change. The text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below,
of the most significant aspects of such statements.
A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis
for, the Proposed Rule Change
1. Purpose
In 2011, Nasdaq adopted additional requirements (the “Reverse Merger Rules”) for
companies applying to list after consummating a reverse merger with a shell company (a
“Reverse Merger Company”).3
These additional requirements were proposed in response to
regulatory concerns, including accounting fraud allegations, which had arisen with respect to
Reverse Merger Companies, and were designed to improve the reliability of the reported
financial results of Reverse Merger Companies by requiring a pre-listing ‘‘seasoning period’’
during which the post-merger public company would have produced financial and other
information in connection with its required Commission filings. A Reverse Merger Company
was also required to meet the minimum share price requirement for a sustained period of time,
but in no event for less than 30 of the most recent 60 trading days, before filing its application
and before being approved for listing.4
Of course, a Reverse Merger Company is also required to
meet all other requirements for initial listing before it could be approved.

3
See Exchange Act Release No. 65708 (November 8, 2011), 76 FR 70799 (November 15,
2011) (SR-NASDAQ-2011-073). Rule 5005(a)(35) defines a “Reverse Merger” as any
transaction whereby an operating company becomes an Exchange Act reporting company
by combining, either directly or indirectly, with a shell company which is an Exchange
Act reporting company, whether through a reverse merger, exchange offer, or otherwise.
The rule also provides certain exceptions to this general definition and provides guidance
on the factors Nasdaq will consider in determining whether a company is a shell
company.
4 Rule 5110(c). A publicly traded company that applies for listing under the Market Value
of Listed Securities standard in Rule 5505(b)(2) would also need to meet the applicable 4
At the time Nasdaq adopted the Reverse Merger Rules, all companies were required to
achieve a minimum $4 bid price for listing. Subsequently, in 2012, Nasdaq modified its listing
requirements to add an alternative to the $4 minimum bid price per share requirement (the
“Alternative Price Requirement”).5
Under the Alternative Price Requirement, a security could
qualify for listing on the Nasdaq Capital Market if, for at least five consecutive business days
prior to approval, the security has a minimum closing price of at least $3 per share, if the issuer
meets the Equity or Net Income standards, or at least $2 per share, if the issuer meets the Market
Value of Listed Securities standard, in addition to other criteria designed to ensure that the listed
security would not be considered a penny stock.6

At the time, because Nasdaq did not yet have sufficient experience with the Reverse
Merger Rules or any experience with the new alternative price criteria, Nasdaq did not allow
Reverse Merger Companies to list under the Alternative Price Requirement.
Nasdaq now believes it is appropriate to allow a former Reverse Merger Company to
qualify for initial listing under any applicable listing standard, including the Alternative Price
Requirement, after satisfying the seasoning period required by the Reverse Merger Rules. In
making this change, Nasdaq notes that the Reverse Merger Rules’ seasoning period requires that
a company must wait at least one year after it files with the Commission or other Regulatory
Authority all required information about the transaction, including audited financial statements

price requirement for 90 consecutive trading days prior to applying, although these
periods can run concurrently.
5
See Exchange Act Release No. 66830 (April 18, 2012), 77 FR 24549 (April 24, 2012)
(approving SR-NASDAQ-2012-002) (the “Alternative Price Filing”).
6
Specifically, the company must have net tangible assets in excess of $2 million, if the
issuer has been in continuous operation for at least three years; or net tangible assets in
excess of $5 million, if the issuer has been in continuous operation for less than three
years; or average revenue of at least $6 million for the last three years. See Nasdaq Rule
5505(a)(1)(B) and IM-5505.5
for the combined entity and that the Reverse Merger Company must have timely filed all
required periodic financial reports with the Commission or other Regulatory Authority for the
prior year, including at least one annual report with financial statements for a full fiscal year
commencing after it filed the necessary information about the transaction. Nasdaq believes that,
upon completion of this period, it is appropriate to treat a Reverse Merger Company in the same
manner as any other company and to permit listing under any of Nasdaq’s applicable listing
requirements, including the Alternative Price Requirement.
Rule 3a51–1 under the Act7
defines ‘‘penny stock’’ as any equity security that does not
satisfy one of the exceptions enumerated in subparagraphs (a) through (g) under the Rule. If a
security is a penny stock, Rules 15g-1 through 15g-9 under the Act8
impose certain additional
disclosure and other requirements on brokers and dealers when effecting transactions in such
securities. Rule 3a51–1(a)(2) under the Act 9
excepts from the definition of penny stock
securities registered on a national securities exchanges that have initial listing standards that
meet certain requirements, including a $4 bid price at the time of listing. If a security listed
under the Alternative Price Requirement no longer meets the applicable net tangible assets or
average revenue tests following initial listing, and does not qualify for another exclusion under
the penny stock rules, the security could become subject to the penny stock rules.10
Further,
broker-dealers that effect recommended transactions in securities that originally qualified for

7
17 CFR 240.3a51–1.
8
17 CFR 240.15g–1 et seq.
9
17 CFR 240.3a51–1(a)(2).
10 The Commission has previously noted the potential for abuse with respect to penny
stocks. See, e.g., Securities Exchange Act Release No. 49037 (January 16, 2004), 69 FR
2531 (January 8, 2004) (‘‘Our original penny stock rules reflected Congress’ view that
many of the abuses occurring in the penny stock market were caused by the lack of
publicly available information about the market in general and about the price and trading
volume of particular penny stocks’’).6
listing under the Alternative Price Requirement, among other things, under Commission Rule
3a51–1(g), need to review current financial statements of the issuer to verify that the security
meets the applicable net tangible assets or average revenue test, have a reasonable basis for
believing they remain accurate, and preserve copies of those financial statements as part of its
records. To facilitate compliance by broker-dealers, Nasdaq monitors the companies listed under
the Alternative Price Requirement and publishes on the Nasdaq Listing Center web site a daily
list of any such company that no longer meets the net tangible assets or average revenue tests of
the penny stock exclusion, and which does not satisfy any other penny stock exclusion.11

Nasdaq also specifically reminds broker-dealers of their obligations under the penny stock
rules.12
To address concerns about the potential manipulation of lower priced stocks to meet the
initial listing requirements, securities listing under the Alternative Price Requirement are
generally required to maintain a $2 or $3 closing price for five consecutive business days prior to
approval for listing, rather than on a single day as under the $4 price test, to reduce the risk that
someone might attempt to manipulate or otherwise artificially inflate the closing price in order to
allow a security to qualify for listing. 13
Under the proposed rule change, this requirement would

11 https://listingcenter.nasdaq.com/PennyStockList.aspx
12 In approving the Alternative Price Filing, the Commission stated that it believed that
although the listing of securities that do not have a blanket exclusion from the penny
stock rules and require ongoing monitoring may increase compliance burdens on brokerdealers, the additional steps taken by Nasdaq to facilitate compliance should reduce those
burdens and that, on balance, Nasdaq’s proposal is consistent with the requirement of
Section 6(b)(5) of the Act that the rules of an exchange, among other things, be designed
to prevent fraudulent and manipulative acts and practices, to promote just and equitable
principles of trade and, in general, to protect investors and the public interest. 77 FR at
24552.
13 A publicly traded company that applies for listing under the Market Value of Listed
Securities standard in Rule 5505(b)(2) would also need to meet the applicable price
requirement for 90 consecutive trading days prior to applying.7
be further heightened in the case of a Reverse Merger Company, and the security would have to
maintain the applicable $2 or $3 closing price for a sustained period of time, but in no event for
less than 30 of the most recent 60 trading days prior to its application and approval for listing.
In addition, if a security listed under the Alternative Price Requirement subsequently
achieves a $4 closing price over at least five consecutive business days, and the issuer and the
security satisfy all other relevant initial listing criteria, then such security would no longer be
considered as having listed under the Alternative Price Requirement. While this potentially
could provide an incentive for market participants to manipulate the price of the security in order
to achieve the $4 closing price and no longer be considered as having listed under the Alternative
Price Requirement, Nasdaq adopted measures designed to address those concerns for any
company listed under the Alternative Price Requirement, which the Commission concluded
should help reduce the potential for price manipulation to achieve the $4 closing price, and in
this respect are designed to prevent fraudulent and manipulative acts and practices consistent
with Section 6(b)(5) of the Act. Specifically, Nasdaq will conduct a robust, wholesale review of
the issuer’s compliance with all applicable initial listing criteria, including qualitative and
quantitative standards, at the time the $4 closing price is achieved, and will have a reasonable
basis to believe that that price was legitimately, and not manipulatively, achieved. Nasdaq also
applies enhanced surveillance procedures to monitor securities listed under the Alternative Price
Requirement in the period around when they achieve $4, and would no longer be considered as
having listed under the Alternative Price Requirement, to identify anomalous trading that would
be indicative of potential price manipulation. These measures would also apply to a Reverse
Merger Company listed under the proposed rule change. 8
Accordingly, Nasdaq proposes to remove references within the Reverse Merger Rule
requiring the security of a Reverse Merger company to achieve a $4 minimum bid price and
replace those references with a requirement that the security satisfy the share price requirement
applicable to the initial listing standard under which the Reverse Merger company is qualifying
to list.14
2. Statutory Basis
The Exchange believes that its proposal is consistent with Section 6(b) of the Act,15 in
general, and furthers the objectives of Section 6(b)(5) of the Act,16 in particular, in that it is
designed to promote just and equitable principles of trade, to remove impediments to and perfect
the mechanism of a free and open market and a national market system, and, in general to protect
investors and the public interest. The proposed rule change will allow a Reverse Merger
Company to satisfy any of the already approved listing requirements for listing on Nasdaq and,
thereby, eliminate an unnecessary impediment to a free and open market and a national market
system. A company listing under the alternative price requirements of Rule 5505(a)(1)(B),
including a Reverse Merger Company listing under this proposed rule change, must also satisfy
additional requirements designed to ensure that the listed security would not be considered a
penny stock and, following listing Nasdaq will monitor the company and publish on its website if
the company no longer satisfies those additional requirements or any of the other exclusions
from being a penny stock contained in Rule 3a51-1 under the Securities Act of 1933. In

14 Nasdaq rules permit Nasdaq to apply additional or more stringent criteria for the initial
listing of securities in situations where it would be inappropriate to list a Reverse Merger
company at a reduced price, such as where the company has not demonstrated the ability
to maintain compliance with the continued listing requirements. See Nasdaq Rule 5101.
15 15 U.S.C. 78f(b).
16 15 U.S.C. 78f(b)(5).9
addition, whereas other companies listing under the Alternative Price Requirement must satisfy
the applicable closing price for five consecutive business days, a Reverse Merger Company
listing under the proposed rule change will be required to meet the heightened requirement in the
Reverse Merger Rules and must satisfy that price for a sustained period of time, but in no event
for less than 30 of the most recent 60 trading days before it can apply and be approved. Further,
given that a Reverse Merger Company must satisfy a seasoning period, and timely file financial
information during that period, Nasdaq believes that the proposed change to allow a Reverse
Merger Company to list under any of the approved listing requirements protects investors and the
public interest.
B. Self-Regulatory Organization’s Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will impose any burden on
competition not necessary or appropriate in furtherance of the purposes of the Act. To the
contrary, by eliminating a disparity between Nasdaq’s rules and those of NYSE MKT, the
proposed rule change will enhance competition.17
C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule
Change Received from Members, Participants, or Others
No written comments were either solicited or received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action
Because the foregoing proposed rule change does not: (i) significantly affect the
protection of investors or the public interest; (ii) impose any significant burden on competition;
and (iii) become operative for 30 days from the date on which it was filed, or such shorter time
as the Commission may designate, it has become effective pursuant to Section 19(b)(3)(A)(iii) of

17 Section 101(e) of the NYSE MKT Company Guide permits a Reverse Merger Company
to list on NYSE MKT upon satisfaction of any applicable listing requirement, including
those with a $2 or $3 minimum price.10
the Act18 and subparagraph (f)(6) of Rule 19b-4 thereunder.19

At any time within 60 days of the filing of the proposed rule change, the Commission
summarily may temporarily suspend such rule change if it appears to the Commission that such
action is: (i) necessary or appropriate in the public interest; (ii) for the protection of investors; or
(iii) otherwise in furtherance of the purposes of the Act. If the Commission takes such action,
the Commission shall institute proceedings to determine whether the proposed rule should be
approved or disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and arguments concerning
the foregoing, including whether the proposed rule change is consistent with the Act. Comments
may be submitted by any of the following methods:
Electronic comments:
? Use the Commission’s Internet comment form (http://www.sec.gov/rules/sro.shtml); or
? Send an e-mail to [e-mail]. Please include File Number SR-NASDAQ2017-053 on the subject line.
Paper comments:
? Send paper comments in triplicate to Brent J. Fields, Secretary, Securities and Exchange
Commission, 100 F Street, NE, Washington, DC 20549-1090.

18 15 U.S.C. 78s(b)(3)(A)(iii).
19 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6) requires a self-regulatory
organization to give the Commission written notice of its intent to file the proposed rule
change at least five business days prior to the date of filing of the proposed rule change,
or such shorter time as designated by the Commission. The Exchange has satisfied this
requirement.11
All submissions should refer to File Number SR-NASDAQ-2017-053. This file number should
be included on the subject line if e-mail is used. To help the Commission process and review
your comments more efficiently, please use only one method. The Commission will post all
comments on the Commission’s Internet website (http://www.sec.gov/rules/sro.shtml). Copies
of the submission, all subsequent amendments, all written statements with respect to the
proposed rule change that are filed with the Commission, and all written communications
relating to the proposed rule change between the Commission and any person, other than those
that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be
available for website viewing and printing in the Commission’s Public Reference Room, 100 F
Street, NE, Washington, DC 20549 on official business days between the hours of 10:00 a.m.
and 3:00 p.m. Copies of such filing also will be available for inspection and copying at the
principal office of the Exchange. All comments received will be posted without change; the
Commission does not edit personal identifying information from submissions. You should
submit only information that you wish to make available publicly. All submissions should refer12
to File Number SR-NASDAQ-2017-053, and should be submitted on or before [insert date 21
days from publication in the Federal Register].
For the Commission, by the Division of Trading and Markets, pursuant to delegated
authority.20
Robert W. Errett
Deputy Secretary


"END Document"


forgive the long read.

KD