Replies to post #39505 on DNA Brands Inc (DNAX)

[xero90]

Now I know you are a chill man. that's false
anyone here can google: 'form 15 rule 12g-4(a)(2)'


http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=10149341

[xero90]

Ever seen this Nuts?

Trading in the Pink Sheets
After “going dark,” the company’s shares would generally continue trading in the Pink Sheets. This can be done without subjecting the company to any Exchange Act reporting requirements.

https://www.dorsey.com/newsresources/publications/2009/03/going-dark--voluntary-delisting-and-deregistrati__

"Going Dark” - Voluntary Delisting and Deregistration under the Securities Exchange Act of 1934 - The Attractions of the “Dark Side”

...

What “Going Dark” Means
“Going dark” refers to the process of voluntarily delisting a public company’s shares from a national securities exchange or inter-dealer quotation system (if so listed or quoted) and subsequently deregistering the shares under the Exchange Act, thus suspending or terminating the company’s public reporting obligations under the Exchange Act. Delisting alone does not eliminate public reporting requirements. Many non-listed companies are also reporting issuers. However, for such an unlisted public reporting company, the lack of a stock exchange listing may substantially diminish the benefits of remaining a public company.

“Going dark” should not be confused with a “going private” transaction. A “going private” transaction generally involves the cash-out of all or a substantial portion of a company’s public shares so that the company becomes eligible to delist and deregister its shares under the Exchange Act. “Going private” transactions can take many forms and may involve a merger, tender offer or reverse split of the company’s shares. “Going private” transactions require extensive and detailed disclosure filings under Rule 13e-3, the “going private” rule. “Going private” transactions are often undertaken by or at the direction of controlling shareholders or third party acquirors and require extensive board consideration, disclosure, fairness opinions, SEC filings and often a shareholder vote.

“Going dark,” on the other hand, can be accomplished without a shareholder vote, fairness opinion or any shareholder cash out. While some companies electing to delist and “go dark” have considered the possibility of providing shareholders with a liquidity event, such as a tender offer or stock repurchase program, in practice this is not often done because companies which “go dark” rarely have sufficient cash resources to make a meaningful tender offer. Nevertheless, such a liquidity event could be undertaken in connection with a “going dark” transaction by a company that has the cash resources to offer one, provided that care is taken not to trigger the “going private” rules.2

Procedures for “Going Dark”
To understand the “going dark” procedure, it is first necessary to understand what triggers Exchange Act reporting requirements. A company’s Exchange Act obligations can be triggered in any of three ways:

under Section 12(b) if it has shares listed on a national securities exchange;
under Section 12(g) based on having over 500 record holders of a class of securities and total assets exceeding $10 million3; and
under Section 15(d) by having a registration statement declared effective under the Securities Act.

...

Deregistration under Section 12(g) and Suspension of Reporting Obligations under Section 15(d)
Once delisted, a company may nonetheless be required to continue reporting pursuant to Section 12(g) of the Exchange Act if it has more than 500 holders of record and total assets exceeding $10 million, or pursuant to Section 15(d) of the Exchange Act if it at any time had an effective Registration Statement under the Securities Act of 1933.8 To avoid this result, a company can deregister under Section 12(g) and suspend its reporting obligations under Section 15(d) if it has less than 300 shareholders of record.9 Section 15(d) reporting obligations may be automatically suspended if the issuer had less than 300 shareholders of record10 on the first day of its fiscal year. In either case, the company will need to file a Form 15 certifying that the number of shareholders of record of the class of securities to be deregistered is less than 300 persons to deregister under Section 12(g) and, if applicable, suspend its reporting obligations under Section 15(d).11 Note that Section 15(d) obligations can never be terminated in this manner, they can only be suspended.12 After “going dark,” an issuer’s reporting obligations can be reinstated if the issuer exceeds the limit on the number of record holders on the first day of any fiscal year after it files a Form 15. For example, brokers and other institutions holding shares in street name can elect to cease holding the shares in that capacity, and cause the transfer agent to record the shares directly in the name of the persons for whom they hold the securities. In such a case, each beneficial owner will become a record holder, and the stockholder count may exceed the limits. To avoid having to reregister, companies which have “gone dark” should carefully monitor the number of record holders they have during the year, and take steps (such as a reverse stock split or stock repurchase or tender) to ensure that they continue to have less than 300 record holders before the applicable test dates under Sections 12(g) and 15(d).

...

Trading in the Pink Sheets
After “going dark,” the company’s shares would generally continue trading in the Pink Sheets. This can be done without subjecting the company to any Exchange Act reporting requirements. If securities that are delisted from NASDAQ are already quoted in the Pink Sheets, any market maker that had been quoting the security for the 30 days prior to delisting could continue to make a market in the Pink Sheets after delisting. The security would then become “piggy-back qualified” the same day it is delisted, which means that any other market maker can then enter its quotes in the Pink Sheets without going through the usual procedures for initiating a quote. If a “piggy-back qualification” is not available, then the company can undertake the fairly simple process of initiating a quote on the Pink Sheets. Once delisted from NASDAQ the Company will get a new Pink Sheets trading symbol.

....

[Ed the Trader]

"You can not trade as a PUBLIC COMPANY without reporting. Really now. That is the difference between being PUBLIC and PRIVATE. Feel free to post where it says a PUBLIC TRADING COMPANY DOES NOT HAVE TO REPORT!!!!!!!"

Notice how OTC Markets has THREE tiers for Pink stocks: Current, Limited Information and No Information

Those tickers which are rated Limited or No Information have not filed the reports to meet OTC guidelines. However, they are still allowed to trade.

Further, OTC guidelines do NOT require reporting of additional issuance of new shares of stock.

"OTC Pink® Basic Disclosure Guidelines

Federal securities laws, such as Rules 10b-5 and 15c2-11 of the Securities Exchange Act of 1934 (“Exchange Act”) as well as Rule 144 of the Securities Act of 1933 (“Securities Act”), and state Blue Sky laws, require issuers to provide adequate current information to the public markets. With a view to encouraging compliance with these laws, OTC Markets Group has created these OTC Pink Basic Disclosure Guidelines.  We use the basic disclosure information provided by OTC Pink companies under these guidelines to designate the appropriate tier in the OTC Pink marketplace: Current, Limited or No Information.  OTC Markets Group may require companies with securities designated as Caveat Emptor to make additional disclosures in order to qualify for OTC Pink Current Information tier."

(Reference: http://www.otcmarkets.com/learn/otc-company-reporting)

(Reference: http://www.otcmarkets.com/content/doc/OTCPinkGuidelines.doc)

[Ed the Trader]

"You can not trade as a PUBLIC COMPANY without reporting. Really now. That is the difference between being PUBLIC and PRIVATE. Feel free to post where it says a PUBLIC TRADING COMPANY DOES NOT HAVE TO REPORT!!!!!!!"

Everything you know from real stock exchanges like the NYSE and NASDAQ does not apply here.

Welcome to the world of the OTC Pink... where a gagged transfer agent guarantees that you never know the real values of the O/S or the float until the CEO wants to let you know.

At least Colorado is a state that makes a corporation's Articles of Incorporation public. Therefore, we always know the A/S. In some states, we don't even know that.

"The Pink Open Market offers trading in a wide spectrum of securities through any broker. With no minimum financial standards, this market includes foreign companies that limit their disclosure, penny stocks and shells, as well as distressed, delinquent, and dark companies not willing or able to provide adequate information to investors. As Pink requires the least in terms of company disclosure, investors are strongly advised to proceed with caution and thoroughly research companies before making any investment decisions."

(Reference: http://www.otcmarkets.com/marketplaces/otc-pink)

At this point, you probably ought to reconsider carefully if that 20 grand is something you can afford to lose. Maybe you can, and maybe you cannot... but you ought to at least know the rules of the game when you make that decision. The rules are pretty simple: the corporate management does not have to tell you anything they don't want you to know.

As I said, welcome to the land of the Pinks...