dukeb
1 month ago
FINRA does not approve reverse splits, but it does process reverse stock splits as part of its functions related to company corporate actions in the OTC market. OTC companies must submit notice to FINRA 10 days prior to the record/effective date of the corporate action. Once a corporate action submission is successfully processed (which may take longer than 10 days), it will be posted to the OTC Daily List, where investors can learn about reverse stock splits and other company corporate actions, such as a merger or acquisition, payment of dividends or a company dissolution or liquidation.
Source: https://www.finra.org/investors/investing/investment-products/stocks/stock-splits
carusso
2 months ago
Thank you for that thoughtful analysis.
I maintain that they should announce cancellation of the reverse split. ALYI was dormant below .0001 for a very long time, then started trading again for some reason that is not easily found in traditional news sources, and moved from .000001 to .0001 to 2,3,4 and now today .0020 high, closing at .0017. Mr. Kay, Waller, and Pemmaraju should announce cancellation of the RS, a halving of their salaries, and then “put the pedal to the metal” on more effective efforts to enforce their patents.
And that’s the best advice their gonna get.
dukeb
2 months ago
I am as anti-Kay and company as anyone and I'm not an attorney, but Mark seems to stop short of doing anything that would cause FINRA or the SEC to take action against the company. The defense of "we've been trying weewy weewy hawd to make this work" goes a long way, unfortunately. Can a case be made that the three amigos have been robbing shareholders through their compensation packages that vastly exceed the "results" that they have achieved over the last 20+ years? The answer is surely "yes" in the court of public opinion but in an official proceeding? I dunno.
Part of Zanfardino's lawsuit states (in part):
DUTIES OF THE DEFENDANTS
93. Because of their positions as directors of the Company, and because of their ability to control the business and corporate affairs of the Company, the
Defendants owed the Company and its shareholders—when discharging their duties as directors—a duty to act in good faith and in a manner not opposed to the Company and in the Company’s best interest.
94. These obligations required the Defendants to use their utmost abilities to control and manage the Company in an honest and lawful manner.
95. The Defendants were also required to act in furtherance of the best interests of the Company and its shareholders.
96. Further, each Defendant owes to the Company and its shareholders the duty to exercise loyalty, good faith, and diligence in the administration of the affairs of the Company, and in the use and preservation of its property and assets.
97. As directors of the Company, the Defendants must discharge their duties with the care that a person in a like position would reasonably believe appropriate under similar circumstances.
98. By virtue of such duties, the directors of the Company were required to, among other things:
(a) ensure that the Company complied with its legal obligations and requirements, including acting only within the scope of its legal authority and
disseminating truthful and accurate statements to the SEC and the investing
public;
(b) conduct the affairs of the Company to avoid wasting the Company’s assets, and to maximize the value of the Company’s stock and not
benefit themselves at the expense of the Company;
(c) remain informed as to how the Company conducted its operations, and, upon receipt of notice or information of imprudent or unsound conditions
or practices, make reasonable inquiries in connection therewith, take steps to correct such conditions or practices, and make such disclosures as necessary to comply with federal and state securities laws;
(d) ensure that the Company was operated in a diligent, honest, and prudent manner in compliance with all applicable federal, state, and local laws,
and rules and regulations; and
(e) ensure that all decisions were the product of independent business judgment and not the result of outside influences, entrenchment motives and not
benefit themselves at the expense of the Company.
Looking at (c) and (e) in particular can it be PROVEN that Mark, George and Raj are failing to do what is best for shareholders and are making decisions (particularly as it relates to executive compensation) that violate their duty to not enrich themselves (I'm guessing that is what they meant to say instead of entrenchment motives) at the expense of the company? I dunno. Generally speaking, company executives are given wide latitude on the decisions that they are allowed to make so a case (in civil court or through some government action) could be challenging.
Given the preferred stock held by Mark & Co that, for all intents and purposes, locks common shareholders out from any decision making combined with compensation that is wildly out of line with the "results" that the company has achieved could, I suppose, be considered so egregious that action will be taken.
Better (certainly faster) would be if the company just suffocates because no one buys new shares. When the cash dries up the 3 rats will be gone.
dukeb
2 months ago
ZRFY Stock Split History
Date Ratio
Jun. 25, 2020 1:500
Aug. 04, 2015 1:1000
Feb. 13, 2015 1:650
Mar. 18, 2014 1:1499.9
Nov. 03, 2008 1:10
And now another 1:1000.
Mark has never cared about irate shareholders in the past, so why would he start caring now?
And what would the nature of the complaint be to FINRA or the SEC?
Perhaps because ZRFY is in violation of the requirement to timely file the 10-K for 2023 and, if we are to believe Mark's excuse of the delay being caused by selection of new accountants for which he is required by law to file an 8-K he is in violation a second time.
Would those two issues rise to the point of the SEC doing something? I dunno. They could be kicked down to the Expert Market which would probably end their ability to raise capital. Money would soon run out and the entire operation would be shut down.
That would indeed be a blessing.
they will spend the rest of their lives dealing with irate shareholders justifiably complaining to FINRA as well as the SEC.
carusso
2 months ago
The proposed Reverse Split has language that effectively raises the current Authorized Share count to 1000 BILLION. Please, check my math.
They clearly intend the worst case ratio, because as of the date of the 14C filing (5/2/2024), they state (falsely), that the expected share value will be 40 cents post-RS. That would only be true if shares were trading at .0004, which they are not and have not been for many days.
They state the post-RS AS will be 1 BILLION shares, allowing for effective dilution up to the current equivalent of 1000 Billion or 1 Trillion shares.
They further state that their own, Preferred Shares will not be subject to any reduction in number whatsoever.
Define Crooks.
Define Menaces to Society.
dukeb
2 months ago
Yup. And Mark';s PR from August 18, 2021: https://www.globenewswire.com/en/news-release/2021/08/18/2282671/0/en/StrikeForce-Projections-for-2021-with-Sales-and-Marketing-Strategy.html
For the entire year of 2021 we are excited to announce our anticipated Projections of just under $1m after a slow start in the 1st Qtr. of $46k. This projection is based on current available information and some sales to date with reasonable projections for the rest of 2021. This includes our reseller channel sales and individual sales through our website and sales made directly through the Company. While we are confident that we will meet our projections, there can be no assurance of performance.
Total revenue for 2021: $ 193,000. In Mark's mind, "just under $ 1 million" is actually $ 193k. That's quite a margin for error.
Oh, and 2022 revenues fell by almost half to just over $ 100k. Mark says that's just under $ 5 million.
He's a liar.