Hooka: That's a great-sounding headline but is extremely misleading. The devil is always in the details, especially with IJJP PRs.
So the BOD voted to file audited financial statement for the 4th quarter. Great. We'll see if they are actually filed.
However, it is completely FALSE that filing audited financial statements with OTC Markets will change IJJP to the OTCQB tier, which is ONLY for fully SEC reporting companies that are current in their reporting.
The $1 million 504 offering is for unrestricted shares which can immediately be sold onto the market, although I doubt that IJJP actually filed the required registration statement in a qualifying state.
IJJP will continue offering the unrestricted 504 shares until 30 days after filing auditied financials which they say will be by the end of February 2012. A lot of dilution can happen in the next 2.5 months.
Interestingly they don't have to have audited financial statements or file reports with the SEC to rescind the 504 and offer an unlimited number of restricted shares under Rule D 506. Clearly they see the 504 shares as more marketable/profitable right now.
A 506 offering is also dilutive but the shares are restricted for a period of time until an attorney issues an opinion to the TA that the restrictive legend can be removed.
It's truly bizarre that Pope says that filing audited financial statements will bring the company into compliance with [the] Federal Securities Act of 1933. Astoundingly, this implies that IJJP is currently NOT in compliance!!! That would mean the SEC could suspend the stock.
IJJ Corporation (IJJC) (Pink Sheets: IJJP) is pleased to announce the Board of Directors voted unanimously to submit audited financial statements for the 4th Qtr. This new Board of Directors action will change IJJ Corporation reporting status from OTC Current Information to OTCQB bringing the company in compliance with Federal Securities Act of 1933. IJJC’s Board of Directors resolution executes the initiatives to move IJJC from a development stage company demonstrating its commitment to improving its market position for its shareholders and investors in the near future.
This Corporate action is effective within 30 days from filing audited financials and before the end of February 2012, to change our D filing status from Rule 504 of Regulation D (Small Company Offering and Sale of Securities Without Registration) to Rule 506 of Regulation D, which allows the company to raise an unlimited amount of capital, as long as the company satisfies several stringent guidelines one of which is purchasers receive restricted securities, which may not be freely traded in the secondary market after the offering. This action will provide current and future shareholders with complete transparency and confidence in the months to come.
IJJP includes the use of the term "will" as identifying a forward-looking statement in its Safe Harbor disclaimer, likely indicating that Pope knows that filing audited financials won't move IJJP to the OTCQB tier. See the use of the word "will" indicated in blue in the PR and in the disclaimer:
Safe Harbor Statement
The information posted in this release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements by use of the words "may," "will," "should," "plans," "expects," "anticipates," "continue," "estimate," "project," "intend," and similar expressions. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. These risks and uncertainties include, but are not limited to, general economic and business conditions, effects of continued geopolitical unrest and regional conflicts, competition, changes in technology and methods of marketing, delays in completing various engineering and manufacturing programs, changes in customer order patterns, changes in product mix, continued success in technological advances and delivering technological innovations, shortages in components, production delays due to performance quality issues with outsourced components, and various other factors beyond the Company's control.