Replies to post #10881 on CodeSmart Holdings Inc (fka ITEN)

[janice shell]

How about the second largest holder of stock, could they be second in command?

We don't know who that is. A little while ago, I said the company didn't report beneficial ownership in its 10-K for fiscal 2013. But I was looking at the amended K. Beneficial ownership is reported in the original version.

But it only makes things less clear. I've never seen anything like this before:

ection 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors, executive officers and persons who own more than 10% of the Company’s Common Stock to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the Securities and Exchange Commission. Directors, executive officers and greater than 10% stockholders are required by SEC rules to furnish the Company with copies of Section 16(a) forms they file.

Below is the information with respect to failures of directors, officers and/or beneficial owners of more than ten percent of any class of equity securities of the Company to timely file reports under Section 16(a) during fiscal year 2013:



At the end of fiscal 2013, the only board members were Shapiro, Franey, and Roca.

http://www.sec.gov/Archives/edgar/data/1543098/000121390014002549/f10k2013_codesmart.htm
According to the K, Shapiro, Franey, and Roca were supposed to file Forms 3 before 1 May 2014. They didn't do that, and in fact they didn't have to do that. ITEN registered with the SEC under the Securities Act of 1933, and so no insider filings are required of anyone. We do know that Shapiro was always a greater-than-10% holder, but technically he wasn't required to file a Schedule 13, because the company is a 1933 registrant.

The financiers who worked with ITEN did file Schedules 13, but that may have had more to do with their own policies than with the federal securities laws.