Golden Valley Development Inc (GVDI)

[jaimerodriques]

HELLO, MEDYLAMI! For what ever it's worth, I just thought to go ahead and C & P the post here, as an FYI. THANK YOU! It is informative, although a bit obtuse, to say the least, with exception to the paragraph of summary & interpretation, as also of positive prognostication at the bottom end of the post!!! Perhaps Balu Rogu may even enjoy reading this bit of positve DD, ey? GLTU & GO GVDI!
JAIME: Please to see the post below:


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TheBaumDigity
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Saturday, October 23, 2010 10:36:03 AM
Re: None Post # of 9173
Form 15 Explained

Alright here we go! I attempted to research this information in a manner that I could present it in a way that you would think I was part of creating these SEC rules, proxies, and statements. Well I failed lol. There’s just too much information. Here is what I did come up with...

I attempted to find the required order of filings for a back-end merger and got nowhere. So let’s assume all of this was initiated for the purpose of a merger.

Form 15

The Form 15 is a filing announcing that the given company is either removing it’s self from the public market, or they are cancelling a certain class of security, replacing it with another (http://www.investopedia.com/terms/s/sec-form-15.asp). I’m leaning more toward the class change portion of this form. To see a share class definition go here: http://www.investopedia.com/terms/s/share_class.asp

If you look at the Form 15 filing for GVDI, they have checked that they are relying upon Rule 12g-4 for this share class change. That takes us to Rule 12g-4...

Rule 12g-4

251.01 Following a tender offer, a company has sufficiently few shareholders to be eligible to file a Form 15 pursuant to Rules 12g-4 and 12h-3. Subsequently, the company will have a back-end merger. The Division staff ordinarily will not accelerate termination of Section 12(g) registration under Rule 12g-4 where an Exchange Act event is anticipated. Accordingly, the company will be required to file a Schedule 14A proxy statement or a Schedule 14C information statement relating to the back-end merger during the 90-day period between filing the Form 15 and termination of registration pursuant to Rule 12g-4. [September 30, 2008] (http://www.sec.gov/divisions/corpfin/guidance/exchangeactrules-interps.htm)

GVDI completed the Form 15 on 30 July. 90 day from 30 July is Thursday, 28 October (the 31st of July, 31 days in August, 30 days in September…1+31+30=62…90-62=28…28 days into October). We’ll probably see it hit otcmarkets the following week.

Schedule 14A Proxy Statement

The 14A is huge. You can see a blank sample here: http://taft.law.uc.edu/CCL/34ActRls/rule14a-101.html. This is the simplest definition of a 14A I could find:

Schedule 14A is a corporate proxy statement that is mandated by the Securities and Exchange Commission. A proxy statement outlines information that will be discussed at an upcoming meeting of shareholders. The SEC requires the filling of Schedule 14A so investors will be informed about important corporate business that may be transacted at the shareholder meeting (http://www.ehow.com/about_6401564_schedule-14a_.html)

Schedule 14C Information Sheet

You can see a blank 14C sample here:

http://taft.law.uc.edu/CCL/34ActRls/rule14c-101.html

Investopedia explains Schedule 14C

A proxy statement is intended to provide security holders with the information necessary to enable them to vote in an informed manner on matters pertaining to the company in question. These votes occur at either the traditional annual shareholders meeting or at a specially-called shareholders meeting http://www.investopedia.com/terms/s/schedule14c.asp).

My (own personal) Thoughts, ie: those of TheBaumDigity, can be seen below:

''GVDI is in the process of reverse merging with ADVACO, this required the filing of a From 15 under provision of rule 12g-4. All this did was inform us that something’s up. What we’re waiting on is the schedule 14A or 14C (hopefully the 14A because it contains much more info) to outline the details of this merger and bring light to the dark in which we now sit. I haven’t been able to find what comes next (8-k,…), but know what we should see a new filing soon since they are required to follow up the Form 15 with a 14A/C within 90 days (Thursday, 28 October). I think that next week will be the last chance anyone will have to snag anything under .02. Once this next filing hits the web this thing is coming out of idle.

Once again this information is purely my thoughts, and should be backed with your own DD. Do not make a move in either direction based solely upon the typing of my fingers.''




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