Dearest Doggie, To some further points by way of explanation and clarification:
1. This latest filing: simply the document that goes in called an S1/A, as
in Amendment, that amends the previous filing and is the response to a round
of comments from the SEC. Every company who requests to become fully
reporting (part of the uplist process) gets these comments and has to
respond if they wish to progress.
It is prudent to expect a further brief set of comments from the SEC.
However, they should be minor technical comments as they now have all the
information, disclosures and supporting materials they need. Most
importantly they have no audit or financial related questions. There are no
"issues".
The uplist process has come a along way - 2 sets of comments replied to all
acceptable to the SEC. The process is that the SEC declares us as a Fully
Reporting Company to the SEC. We immediately get upgraded by the Pink Sheets
to their top tier OTCQB. Companies then file with FINRA for a OTCBB quote as
a fully reporting company. We have that ready to go with a supporting market
maker.
2. Management/Directors have not sold a single share. Zero. Insiders or
affiliates which includes Directors have to file every time they buy or sell
- its public knowledge. Furthermore management has no intention of selling
any shares.
3. Make up of the shares in the S1/A:
The registration statement that's filed is not effective and until such time
the shares contained therein are all restricted.
Well over 33% of these shares are heavily restricted. Even following the
effectiveness of the application Officers/Directors/Affiliates are
considered "insiders" and are still restricted in their trading of the
shares. So, over one third of the shares come under this category and are
therefore still restricted even after registration. Additionally, every time
an insider then buys or sells or otherwise changes their holding a public
filing has to be made for all to see. So, the largest piece of the shares on
the S1 are classed insider and therefore heavily restricted shares and
anytime a sale might be made the world will know it. Management are not
sellers.
Next, a lot of the balance of the shares are spread amongst many
shareholders in fairly small amounts. A lot of these come under a deal that
was done a long time ago and that deal had piggy back registration rights.
Additionally many are being registered to allocate to warrants that may be
exercised in the future - that's more money to the Company if exercised AND
anyway the exercise prices are in most cases way above where the market is
now so they are not sellers as they are out of the money warrants = no
threat.
Other major shareholder in there is a professional money manager who is
federally regulated and is not interested in selling at anywhere near these
levels. They are in it to make bigger money. This is a small position for
them, they are professionals and are not about to damage their reputation
with other investments and future investments and companies by turning into
sellers who just dump - not their style and a bad move for them.
So, that's the 3 main groups in here: management who are very heavily
restricted; smaller shareholders who are not in profit yet; a large holder
who is invested in the Company for the long haul and wants to see their
money they put in through these placements work multiple times.
4. Price: Now here's the thing - see page 2. There's a price limit on sales
in here and that price will be set at effectiveness ABOVE THE MARKET. So for
instance, Management/insiders not only are restricted as to amounts they can
sell but also prices. Again - well above market price.
5. PR's: we have been asked why the relative lack of PR's? Whilst we are in
the process of becoming fully reporting and then uplisting it is vital, upon
the advice of our attorneys - arguably the best firm you can get in this
area by the way - and the direction of the SEC, to keep PR and announcements
to a bare minimum. The Company is under intense (requested by us by filing)
scrutiny at this time and we are not about to do anything that might
jeopardize the uplisting or hurt our shareholders. Things are happening so
bear with us. We know what we're doing!
6. Information: this document we have filed contains all information on the
Company and all audited financials - a full disclosure statement and likely
the most comprehensive and complete document any company can file with the
SEC. Nothing is left out and it is passed by both attorneys and auditors. A
full disclosure on everything and a legally binding submission by the
Company and its Directors, who, under penalty of Law, are responsible for
its contents. We are playing this as always 100% by the book.
AI
