Crednology Holding Corp fka COHO

[bri123]

Interesting tidbits from the S-1 --
(This is all speculation on my part) It appears the S-1 was written so as to maintain OTC:Pink status, but it is written in a way I have not seen before.

Numerous times the S-1 mentions NASDAQ. I think it is odd that it was written this way, as there is no reason to do so. I am wondering if Orie wants to try to get on NASDAQ, which would require a minimum share price of $4.00 and an independent board of directors. For example-

"We expect to be a “controlled company” within the meaning of NASDAQ rules and, as a result, will qualify for exemptions from certain corporate governance requirements. As a result, you do not have the same protections afforded to stockholders of companies that are not exempt from such corporate governance requirements."

"Upon completion of this Offering, our Management will continue to collectively hold more than 75% of the voting power for the election of directors of our company. As a result, we expect to be a controlled company within the meaning of NASDAQ corporate governance standards. Under NASDAQ rules, a company of which more than 50% of the voting power is held by an individual, company or group of persons acting together is a controlled company and will not to comply with certain NASDAQ corporate governance requirements, including the requirements that:

· a majority of the Board consist of independent directors under NASDAQ rules; "

" These requirements will not apply to us as long as we remain quoted on the Pink OTC Markets and as a controlled company. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of NASDAQ"

"The Securities and Exchange Commission also has rules that regulate broker/dealer practices in connection with transactions in “penny stocks”. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in that security is provided by the exchange or system)."