Replies to post #22370 on Evcarco, Inc.(fka EVCA)

[vegapaz]

Well at least you got a response from the SEC. I didn't get any reply and I sent basically the same thing you did.

[Litowitch]

Thanks for the info!
So are they implying the hush began eight months ago
or sometime after that evca was put on hush?

Lito

[NASCOW]

Evcarco has a pending registration statement filed on July 27, 2010 and amended on August 3, 2010 which has not been approved.

So is it safe to say the quite period has nothing to do with financing or Dezer…EVCARCO had no contact with DEZER, that anyone now or before knew of by all indications, in the period July 27, 2010 - August 3, 2010 and the 100M financing conversational possibilities didn’t start in general terms until Feb 2011 ...I have a feeling the quite period is not what everybody thinks, but who knows right? It depends what the definition of "IS" is....Either way I thinks you gots longer to wait...much longer

SEC Response - File HO::~00130385~::HO [ ref:00D3JxQy.5003Dl2AB:ref ]
Priority: Normal Date: Wednesday, April 20, 2011 8:28 PM Size: 5 KB
Thank you for contacting the U.S. Securities and Exchange Commission . You ask about what is known as the "quiet period" after an initial public offering (IPO). The quiet period is also referred to as the "waiting period." Both terms are not defined under the federal securities laws. Please note that the quiet period extends to both before and after the IPO.

The quiet period occurs from the time a company files a registration statement with the SEC until SEC staff declares the registration statement "effective." In this is particular case, Evcarco has a pending registration statement filed on July 27, 2010 and amended on August 3, 2010 which has not been approved.
During this period, the federal securities laws limit what
information a company and related parties can release to the public. For more information, see our Fast Answer at www.sec.gov/answers/quiet.htm.

So is this quite period for an IPO?

Both terms are not defined under the federal securities laws. Please note that the quiet period extends to both before and after the IPO.

The other quiet period begins after the registration statement becomes effective and during trading after the initial public offering (IPO). This period lasts for 40 days applying to, for example, underwriters involved inthe IPO.
Specifically, the NYSE and FINRA rules impose quiet periods that bar a brokerage firm that acted as manager or co-manager of a securities offering from issuing a report on a company within 40 days after an IPO or within 10 days after a secondary offering for an inactively traded company.

[composed]

Great stuff. Nice to see you received an answer. Now, what does it all mean!!?

[AznMarkofDaFiji]

The article's that's affecting the quiet period:

Looking back to the time period Randolph(The SEC Attorney) is referring to is the S-1 from. It was filed in July and amended TWICE in August

S-1 Original July 27, 2010
http://ih.advfn.com/p.php?pid=nmona&article=43766130

S-1/A August 3, 2010
http://ih.advfn.com/p.php?pid=nmona&article=43860004

S-1/A August 25, 2010
http://ih.advfn.com/p.php?pid=nmona&article=44138176


I've looked through and compared each one and they've added quite a few things on each article.

In the one amended August 3, 2010

The whole F-1 section was modified and added quite a bit

Page 28 of that same S-1/A file

This was added:

23.1* Consent of Independent Registered Public Accounting Firm

In the late August 25, 2010S-1/A Page 25, the Underwriting form was drastically modified-and is the only thing changed from the earlier august amendment:

UNDERWRITING

We are not engaging an underwriter to assist us in this offering. This offering is being made solely through our officers and directors. Pursuant to Rule 3a4-1, our officers and directors are not considered to be acting as brokers as a result of their participation in this Offering. At the time of this Offering, each officer and director participating in this offering:

1. Is not subject to a statutory disqualification, as that term is defined in section 3(a)(39) of the Act, at the time of his participation; and
2. Is not compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; and
3. Is not at the time of his participation an associated person of a broker or dealer; and
4. Meets the conditions of paragraph (a)4(ii) of Rule 3a-1.

What does this all mean? Well, for sure, they're responding to the SEC's wants, but they haven't filed a new S-1/A to correct any other amendments. And apparently we won't know until the late august amendment get's accepted or they submit a new S-1/A.

It makes me wonder what's required of the S-1 that's missing from their current one.


This isn't making me feel good...

[ustaandre10]

I am confused. wouldn't that definition given by the SEC on quiet period mean they would have been under a quiet period since last July, 2010?

I am not sure I get it?

Do you have any opinion?

[Don]

So, the quiet period is due to the company's filing to sell shares from July, 2010, as amended August, 2010. Strange that it wasn't initiated at the time of filing, but was much later in the process. Also strange to me that it would take the SEC 8 months to act on the filing... Anyone know the normal time for such an action?

Below are the relevant filings from EDGAR for the sale of 61,225,000 shares...

S-1
http://sec.gov/Archives/edgar/data/1459003/000119983510000463/evcarco_s1.htm

S-1/a http://sec.gov/Archives/edgar/data/1459003/000119983510000477/evcarco_s1a1.htm

[-Awaken-]

i dont even understand the concept of it all... i mean, they still release news, lol, and this darn quiet period has been going on for what seems an eternity... what's the SEC's problem????? jeeeeeeez

[Infinitygold]

Can anyone clarify this: After reading through the following quote, it is my understanding that once EVCA registration is approved (which has not happened as of yet), there will be another "quiet period" lasting up to 40 days!!!

The quiet period occurs from the time a company files a registration statement
with the SEC until SEC staff declares the registration statement "effective."
In this is particular case, Evcarco has a pending registration statement filed
on July 27, 2010 and amended on August 3, 2010 which has not been approved. During this period, the federal securities laws limit what information a company
and related parties can release to the public. For more information, see our
Fast Answer at www.sec.gov/answers/quiet.htm. Please note that SEC staff
is currently updating this Fast Answer.

The other quiet period begins after the registration statement becomes effective
and during trading after the initial public offering (IPO). This period lasts
for 40 days applying to, for example, underwriters involved in the IPO.
Specifically, the NYSE and FINRA rules impose quiet periods that bar a brokerage
firm that acted as manager or co-manager of a securities offering from issuing a
report on a company within 40 days after an IPO or within 10 days after a
secondary offering for an inactively traded company

[Rustler]

The "Quiet Period" explained. Thanks!