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Re: Jason in Denver post# 21651

Saturday, 03/09/2024 9:26:21 PM

Saturday, March 09, 2024 9:26:21 PM

Post# of 22781
Re "Form 10(s)"/Jason

Jason, you wrote:

As for "while didn't he file the Form 10", I would have to say that he likely did file Form 10's previously, but didn't realize that it was going to be a quarterly item that would have to be paid for every single time, another "hidden cost" that cropped up and wrecked the deal.



There are multiple types of Form 10. (I always have to look them up to make sure I get them right.)

The "Form 10" that everyone in this forum is now clamoring for is this one:
https://www.investopedia.com/terms/s/sec-form-10.asp

It is the initial registration form submitted to SEC that is part of the process of registering a stock for trading. The above link says of it:

The filing of SEC Form 10 is a necessary but insufficient step in and of itself to register securities for trading. Financial Industry Regulatory Authority (FINRA) must verify the company and its filings of the securities. When the registration statement takes effect, other reporting requirements are triggered. The issuer must subsequently file annual reports (10-K), quarterly reports (10-Q), current reports (8-K), and annual proxy statements.



The above info also refers to the other types of Form 10s, namely the ones for annual reports (10-K) and quarterly reports (10-Q).

I find it hard to believe that Nixon didn't know about any of these various Form 10s when he went public the first time. But, I suppose that since he got himself involved with bad actors who diluted his stock, he could also have been ignorant of some of these other on-going filing-related realities; but I still find it hard to believe, especially since he had Brenda Hamilton working for him. Surely she would have explained the obligations and on-going costs.

[I think the initial "Form 10" to register is the one that is very expensive.]

You also wrote:

NRG (Nixon Restaurant Group), if it is still active, was the pre cursor to WCVC, and traded prior to rollover into WCVC shares. If NRG is still current and active, I've heard nothing about it. The last time I looked at NRG stock was in 2015.



Nixon's 10-K and 10-Q filings say that once NRG reverse-merged into WCVC, NRG became a "wholly owned subsidiary" of WCVC. At least the 10-K's mention the various sub-corporations that were also part of WCVC (various LLCs registered mostly in Colorado).

Nixon Restaurant Group was always registered in Florida, and it was registered as a 'foreign corporation' or branch in Colorado. You can see here:
https://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=NIXONRESTAURANTGROUP%20P150000841150&aggregateId=domp-p15000084115-b9e0da33-7c5b-480a-a81d-8ff90b1401f3&searchTerm=nixon%20restaurant&listNameOrder=NIXONRESTAURANTGROUP%20P150000841150

that Nixon always kept up with those state filings. They were very short and didn't cost much. They are as perfunctory as annual auto-registration of one's car.

What Nixon has not really made public is what duties Nixon Restaurant Group performed since the reverse merger with WCVC to go public. However, the Edger filings indicate that WCVC was the trading label of NRG.

Re "making it right" ... yeah, that's a puzzler, given how diluted the share structure has become. Do the initial 27 investors hold Preferred shares that have a higher value than common shares (i.e., they can be converted into common shares at some one-to-many ratio)?

Side note: once upon a time, for about a month, it appears that Nixon went public with the ticker IBGR, but seems to have quickly backed out of that and eventually reverse-merged into WCVC. The ticker symbol IBGR still exists:
https://investorshub.advfn.com/boards/getboards.aspx?searchstr=ibgr

but the company that uses it is now called Nexus Energy Services Inc. It has this ihub forum:
https://investorshub.advfn.com/Nexus-Energy-Services-Inc-IBGR-6832

It is an OTC Pink company:
https://www.otcmarkets.com/stock/IBGR/overview

It uses the OTC alternative reporting method that requires Attorney letters to verify the financials. See:
https://www.otcmarkets.com/stock/IBGR/disclosure

If you click back far enough in the history, you will see that reports published on 06/05/2015 said they were for "Illegal Burger." They were for the quarter ending March 31, 2015.

The very next report said nothing about Illegal Burger. Very odd.

Sometime later Nixon reverse-merged NRG to become WCVC.

This PR (that was easier to find than scanning all the Edgar filings for WCVC):
https://www.prnewswire.com/news-releases/west-coast-ventures-group-corp-wcvc-completes-reverse-acquisition-with-nixon-restaurant-group-inc-dba-illegal-burger-and-changes-its-business-focus-to-the-quick-casual-burger-business-651262703.html

says that that reverse-merger with WCVC took place in/around Oct 2017.

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