jimmybob
14 years ago
The wording from the other stock is exact to the filings that hit on this one ~~~ And the slew of filings hit 3 days before the other stock ~~~
Our management intends to strongly consider undertaking a transaction with any merger or acquisition candidate that will allow the Company's securities to be traded on NASDAQ or some other national exchange. However, there can be no assurances that the Company will be able to identify a NASDAQ qualified merger or acquisition candidate. Moreover, even if the Company is able after a successful merger or acquisition to qualify for a listing on NASDAQ or some other national exchange, there can be no assurance that it will be able to maintain the maintenance criteria necessary to continue such a listing. In such events, trading, if any, in the Company's securities, might only be possible on the non-NASDAQ over-the-counter market. In such an event, a shareholder may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of, the Company's securities.
And the number everyone is saying is for the other company is for this one as well....
http://www.otcmarkets.com/edgar/GetFilingPdf?FilingID=5699288
http://www.sec.gov/Archives/edgar/data/1431835/000122527910000233/f101025liverpoolform10a3clea.htm
jermart
14 years ago
Post # of 88
Grey Sheet Shell Companies
A Grey Sheet Shell Company is a Pink Sheet that has not filed a 15c2-11. Due to this fact, all orders to purchase the accompanying stock must be unsolicited and the issue is “non-piggyback” qualified for market makers. This means that each market maker is responsible for conducting their own due diligence and cannot rely upon the due diligence of another market maker who has previously quoted a bid or ask price for the stock.
A Grey Sheet is a non-reporting entity and is sought out by companies who are interested in going public in the sense that they have a symbol, transfer agent and shareholder base, but do not have the immediate need for high liquidity and high trading volume of their stock. It is a sound vehicle for companies in need of capital in the amount of $1 million or less and can be ideal for conducting Rule 504 registered public offerings; Rule 504 accredited investor offerings and similar exempt intra-state offerings.
Grey Sheet Shells and their relevant offerings are generally for young or start-up companies that do not want to actively trade their stock and attract attention from the street until they have completed acquisitions; generated increased revenues or completed other short-term (less than five years) plans, but still desire the benefits of being a publicly traded company. These companies have the ability to: attract investors who want to know that there is an exit strategy in place for the near future; increase acquisition strength; attract venture capitalists; and enjoy the general status benefits of being a public entity.
Grey Sheets are also used by companies that already have a small number of shareholders to help them establish a larger shareholder base by conducting a 504 offering as discussed above. Typically, the NASD considers a shareholder base as a factor in approving 15c2-11 applications for market maker quotations on either the pink sheets or bulletin board. Consequently, and importantly, Grey Sheet Shells can assist companies establish a trading history through the 504 offering and with sophisticated investors, without the added expense of being a reported entity.
Since Grey Sheets do not qualify for short sales, the fear of short selling by the street is also eliminated. Also, because market makers may only quote unsolicited bids and asks and cannot “make a market” in a grey sheet stock, there is no concern of a market maker short selling the Grey Sheet stock either.
Grey Sheets can evolve into Pink Sheet Shells or Bulletin Board Shells by filing a Form 10 or similar registrations statement as well as a 15c2-11 application to be quoted on the bulletin board, and may even bypass the application to be quoted on the pink sheets.
Grey Sheets can range in price from $50,000 to $90,000.
This site is intended as a public resource for those gathering information and conducting due diligence for reverse mergers and public shells. It is not a solicitation to buy or sell securities and should not be construed as legal advice or considered to be a replacement for retaining securities legal counsel. For more resources, use our search box below.
http://www.pinksheetsotc.com/grey_sheet_shells.htm
Hanibal
14 years ago
Thanks for the reply. I looked in the LOCN filings and could not see a reference to the phone number. I looked here:
http://www.sec.gov/Archives/edgar/data/1431837/000122527910000223/f101025locanform10a1clean.htm
Other things are indeed a little too similar. For example:
LOCN 10/A:
Organizational Background: We were incorporated February 29, 2008 as a subsidiary of Roadhouse Merger, Inc. Our former parent company, Roadhouse Foods, Inc. (Roadhouse) was originally incorporated in Delaware on June 20, 2005. Prior to 2006, the Company’s activities consisted of the production and distribution of ready-to-eat sandwiches. The company marketed its products under the label of Cuban Foods. On March 7, 2008 Roadhouse re-domiciled to Oklahoma., under the name Roadhouse Merger, Inc. (“ROADHOUSE MERGER”).
During the fiscal period ended February 29, 2008 we consummated a reorganization which we refer to collectively as the “2008 Reorganization” pursuant to Section 1081(g) of the Oklahoma General Corporation Law, as a tax-free organization. On February 8, 2008, ROADHOUSE MERGER caused Locan, Inc. (“LOCAN”) to be incorporated in the State of Oklahoma, as a direct, wholly-owned subsidiary of ROADHOUSE MERGER and caused Roadhouse Foods, Inc. (“ROADHOUSE OK”) to also be incorporated in the State of Oklahoma as a direct wholly-owned subsidiary of LOCAN. Under the terms of the Reorganization, ROADHOUSE MERGER was merged with and into ROADHOUSE OK pursuant to Section 1081(g) of the General Corporation Law of the State of Oklahoma (”OGCL”). Upon consummation of the Reorganization, each issued and outstanding share of ROADHOUSE MERGER Common Stock was converted into and exchanged for a share of common stock of LOCAN (on a share-for-share basis) having the same designations, rights, powers and preferences, and qualifications, limitations and restrictions as the shares of ROADHOUSE MERGER being converted. There was no spin-off and ROADHOUSE MERGER’s corporate existence ceased. Under the 2008 Reorganization all ROADHOUSE MERGER shareholders became shareholders of LOCAN in the same proportion. In conjunction with the 2008 Reorganization, ROADHOUSE MERGER concluded a downstream merger into the second subsidiary ROADHOUSE OK. All of ROADHOUSE MERGER’s losses and net operating losses carried forward to ROADHOUSE OK. Following the Reorganization the Company was re-domiciled to Delaware. Since 2006 and prior to consummation of the domiciliary merger in 2008, neither ROADHOUSE MERGER nor LOCAN had any existing operations.
Since 2006 and prior to consummation of the domiciliary merger in 2008, neither Roadhouse nor Locan had any existing operations.
LVRP 10/A:
Organizational Background: We were incorporated February 29, 2008 as a subsidiary of Scott Contracting Merger Sub, Inc. Our former parent company, Scott Contracting Merger Sub, Inc. (“Scott Merger”) was originally incorporated on November 25, 1985, in Utah as Yellow Jack Corp. and later re-domiciled to Florida in April, 2007. On June 12, 2007, Yellow Jacket Corp. changed its name to Scott Contracting Holdings, Inc. (“Scott Florida”). Scott Florida later re-domiciled to Oklahoma in March, 2008, under the name Scott Contracting Merger Sub, Inc. (“SCMS”).
During the fiscal period ended March 31, 2008 we consummated a reorganization which we refer to collectively as the “2008 Reorganization” pursuant to Section 1081(a) of the Oklahoma General Corporation Law, as a tax-free organization. On February 8, 2008, Scott Merger caused Liverpool Group, Inc. (“Liverpool”) to be incorporated in the State of Oklahoma, as a direct, wholly-owned subsidiary of Scott Merger and caused Scott Contracting Holdings, Inc. (“Scott Oklahoma”) to also be incorporated in the State of Oklahoma as a direct wholly-owned subsidiary of Liverpool. Under the terms of the Reorganization, Scott Merger was merged with and into Scott Oklahoma pursuant to Section 1081(g) of the General Corporation Law of the State of Oklahoma (”OGCL”). Upon consummation of the Reorganization, each issued and outstanding share of Scott Merger Common Stock was converted into and exchanged for a share of common stock of Liverpool (on a share-for-share basis) having the same designations, rights, powers and preferences, and qualifications, limitations and restrictions as the shares of Scott Merger being converted. There was no spin-off and Scott Merger’s corporate existence ceased. Under the 2008 Reorganization all Scott Merger shareholders became shareholders of Liverpool in the same proportion. In conjunction with the 2008 Reorganization, Scott Merger concluded a downstream merger into the second subsidiary Scott Oklahoma. All of Scott Merger’s losses and net operating losses carried forward to Scott Oklahoma. Following the Reorganization the Company was re-domiciled to Delaware. Prior to ceasing operations in 2002, Scott Florida was focused on the development, design, manufacturing and sale of multimedia kiosks for several applications and to develop software tools (WAP) for the telecommunications industry.
Since 2002 and prior to consummation of the domiciliary merger in 2008,neither Scott Merger nor Liverpool had any existing operations.
-------------------------------------------------
These similarities could just be general phrases widely accepted as filing templates.
Coalission
14 years ago
If you check Locan's SEC Filings page here:
http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001431837&owner=exclude&count=40
You'll see at the top under Business Address it has the phone number 800-756-7085. If you call that number, you'll hear "You have reached the voicemail of "Scott Contracting Holdings". Google Scott Contracting Holdings and you'll see the name is in Liverpool's filings.
LVRP submitted a bunch of filings also the same day as LOCN, same registered agent, and they were formed a week apart and went Inactive a week apart.
DOn't know what this means, maybe good maybe bad, maybe the firm that handles R/Ms puts their shells under the same "umbrella", being Scott Contracting Holdings, but just thought I'd share.
I'd appreciate someone with better filing knowledge and DD skills taking a look at this and deciphering it, thanks.
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