Awesome post, must read, time to get excited!
as posted by Hornet Driver
Quote, "This is what has me confused. As per the latest PR, "The terms and conditions of the planned Divestiture and the planned Acquisition have not been finalized but we anticipate that if we are successful in completing these negotiations, we will likely focus our resources solely upon the business currently conducted by GIFA Holding Limited. We cannot assure you that we will be successful in any of our negotiations relating to either or both of these contemplated transactions."
Shetty was CEO, past tense; Divestiture and Acquisition have not been finalized, present tense.
Did they write that paragraph because we haven't received 2017 filings, or will 2017 filings come out AFTER D & A are finalized? "
I believe it all has to do with the "TRANSFER OF OWNERSHIP DATE" which is not the "SEC" date, but the NV Secretary of State corporate filing date.
Thee KEY DATE is Sept 26th 2017 and WHAT SEC FILING CONTAINS THAT DATE - that is the TRANSFER DATE of when Shetty is GONE and "GIFA Inc" new mgt was installed.
KEY NUMBER TWO is needing TWO YEARS AUDITED FINANCIALS in the process to "come current".
The are several methods and hybrid methods to "come current" and also then "roll the assets into the subsidiary" which is what "Firefish" becomes, as it then vanishes and GIFA Inc becomes all that is left.
Thus, so far, William Aul has used a very "standard" method via which he's filed Qty-6 SEC 10-Q's and Qty-1 SEC AUDITED 10-K so far.
This brings them up to the date of Dec 31st 2016 now being "accounted for" and YES...it's 100% "normal" that SHETTY SIGNED THESE FILINGS as he was the CEO and sole member of the company for these time periods. They're in effect "back filing" all "missing" filings from the time that "Firefish" went "dormant" to the key event date, which is Sept 26th, 2017.
This attorney article explains it in great detail- the various methods and hybrid approaches of same that can be used in a reverse merger and to "come current" with same:
securities-law-blog.com/2013/01/25/how-to-bring-a-delinquent-exchange-act-reporting-company-current/
She even stated, "THE 10-Q's would look almost all similar or look like near cookie cutter copies of each other for the dormant period, as nothing has changed" and BAMM, that matches EXACTLY what William Aul has done so far.
NOW, why this "wait" and the PR wording?
Because the next SEC 10-Q's (they changed GIFA to a standard calendar fiscal year) - so that the 3rd 10-Q of 2017 is going to COVER THE TRANSITION OF THE COMPANY to GIFA Inc and thus must contain ALL COMPLEX ACCOUNTING FOR SAME. Aka the date of Sept 26th, 2017 which would be right at the end of what is now Q-3 per their amended corporate charter.
So, what does it all mean? What will William Aul do?
1) I believe firmly that Aul filed the Qty-6 SEC 10-Q's and Qty-1 AUDITED 10-K in order to help him "run the FINRA gauntlet) via giving "full disclosure" as to what took place with the NV Secretary Of State and change of corporate ownership.
ALSO, it was to GET FINRA BEHIND THEM and get the company NAMED PROPERLY and with a NEW TRADING SYMBOL before making the final filings with the SEC, so that the final filings are "clean" and not some mash-up of old "Firefish/FRFS" crap and what is really GIFA (Firefish is DEAD AND GONE for all intents and purpuses).
2) BUT, until the FINAL SEC FILINGS SHOW THE REVERSE-MERGER WITH THE ASSET TRANSFER and a "full set of GIFA Inc financials" then that "SAFE HARBOR STATEMENT" as listed in your question has to remain in place- as again, they've only filed so far for the period where Shetty was CEO and signed those SEC filings....BUT they've already amended the NV corp and are in-process of completing the asset transfer and COMPLEX ACCOUNTING FOR SAME.
3) SO, what is Aul going to do? He could file AT ANY MOMENT Qty-2 more SEC 10-Q's which would be "cookie cutter" for Q1 2017 and Q2 2017, WITH SHETTY STILL SIGNING THEM, and that would take them to Q3, thee change of ownership quarter.
OR, and I think Aul is going to do some version/twist on this- he can file what that attorney articles discusses, he can file a "SUPER 10-K" which he get permission ahead of time from the SEC chief accounting office- and then in a SINGLE FINAL FILING, he "accounts for" ALL ACTIONS FROM THE LAST SEC FILING ended Dec 31st and goes through the ASSET TRANSFER AND OWNERSHIP CHANGE and present ANOTHER YEAR OF AUDITED FINANCIAL and does it all in one grand filings- a BIG SHABANG, a very complicated SEC filing, but one that "wraps it up" in a single move.
Else, I think we see a few more 10-Q's, with a Q-3 10-Q that shows the ASSET TRANSFER and CHANGE OF OWNERSHIP and that one would be signed by Yesilada as new CEO, then a end of 2017 AUDITED 10-K and then I'd "guess" a final FORM 10 and then a few SEC 10-Q's for 2018 "AS GIFA INC" now.
I think William Aul is going to do some variation on the SUPER FILING route- some sort of mega audited SEC 10-K and either a 8-K and/or FORM 10 AND WRAP IT UP with maybe a few final 10-Q's for Q1 and Q2 of 2018...and then they'd be at the end of Q3 now, and need to file that in the next 45 days or so.
I hope that helps- but I'm pretty certain, it's going to be some "variation on that theme". It's VERY COMPLEX ACCOUNTING the larger GIFA REALLY IS, and add to that CURRENCY EXCHANGES (euros to dollars) and the fact that the GIFA "books" are probably not to "GAACP" U.S. formats, so the auditor must convert all accounting entries to meet "U.S. formatting" etc. It's a pretty big..big... undertaking.
Doing the accounting for the avg OTC VAPOR-WARE INC which is a company of ONE OR TWO OR MAYBE THREE PEOPLE usually, with NO ASSET, typically little to NO CASH, NO EMPLOYEES, etc is a CAKE WALK. BUT, what if the reverse merger is for a REAL BUSINESS, what appears to be a PRETTY DAMN DECENT SIZED REAL BUSINESS with a $12 mil headquarter and revenues and possibly earnings and profits and employees, etc? Well, NOW THE ACCOUNTING IS COMPLEX, it's gotta be DONE TO THE LEGAL TEE- as William Aul I believe has big plans for this- he didn't join their board by accident IMO. 38 YEARS of CLEAN AS WHITE SNOW securities law and a professor of same- and NOW, RIGHT NOW he chose not only to represent GIFA Inc, a "foreign company reverse merger" but he SIGNED-ON, PUTTING HIS NAME ON THE LINE, as a company Sr Officer. This guy, he's friends with former SEC CHAIRMAN'S, he's got a CLEAN AS A WHISTLE SEC RECORD- why would he get tied in with this BS "scam" blather or "pump and dump" PURE BS BEING PEDDLED? For what, to toss a 38 YEAR SEC practice and professorship down the drain? No freaking way IMO. Not a chance in hell.
Thus, as Aul waited on the FINRA "GAUNTLET" which he successfully navigated, I'd expect that they've been rocking HARD on "THE FILINGS" (whatever final form they end up using) this entire time- but William Aul didn't want to finalize any of it UNTIL FINRA WAS BEHIND THEM...which is EXACTLY WHERE THIS IS AT NOW...
I think a SEC FILING or FILINGS can hit literally at any moment now- NO REGULATORY ISSUE is holding this back from completion now that I can see or think of. Letting Yesilada speak as CEO in that last PR WAS MEGA KEY TO ME- he said, "WE'RE EDGARIZED NOW and ALL IS GOING VERY WELL" which IMO is Aul sending SEC safe code-speak for WE'RE ABOUT TO SEC FILE and THE CEO OF GIFA Inc is YESILADA, forget "SHETTY" he's done and out of the picture, that's what I read in that PR.
William Aul is methodical- he's meticulous. He appears to choose words with extreme accuracy. Putting "EDGARIZATION" and "GOING WELL" and "YESILADA IS CEO" is all carefully chosen to the letter IMO. No mistakes with Aul, I think the guy is sharp as a tack and meticulous as a Swiss watch maker.
That's my "take" on it all- yes, it's a bit "odd" as there is the "corporate transition" in Nevada and now they have to do the "accounting transition" in SEC FORMAT and file it in a series of SEC legal filings or a form/series of filings that meets SEC regulations, which I'm 100% certain Aul knows how to do- hands down.
The dude can recite the SEC LAWS forwards and backwards, off the top of his head, as I watched him do on the public TV channel when they used him as an "expert commentator" regarding the San Diego municipal bond crisis. He's not a professor by accident- he knows this stuff cold.
Good luck- I think we're there, all down-hill now and uphill for the share price.
as posted by Hornet Driver
Quote, "This is what has me confused. As per the latest PR, "The terms and conditions of the planned Divestiture and the planned Acquisition have not been finalized but we anticipate that if we are successful in completing these negotiations, we will likely focus our resources solely upon the business currently conducted by GIFA Holding Limited. We cannot assure you that we will be successful in any of our negotiations relating to either or both of these contemplated transactions."
Shetty was CEO, past tense; Divestiture and Acquisition have not been finalized, present tense.
Did they write that paragraph because we haven't received 2017 filings, or will 2017 filings come out AFTER D & A are finalized? "
I believe it all has to do with the "TRANSFER OF OWNERSHIP DATE" which is not the "SEC" date, but the NV Secretary of State corporate filing date.
Thee KEY DATE is Sept 26th 2017 and WHAT SEC FILING CONTAINS THAT DATE - that is the TRANSFER DATE of when Shetty is GONE and "GIFA Inc" new mgt was installed.
KEY NUMBER TWO is needing TWO YEARS AUDITED FINANCIALS in the process to "come current".
The are several methods and hybrid methods to "come current" and also then "roll the assets into the subsidiary" which is what "Firefish" becomes, as it then vanishes and GIFA Inc becomes all that is left.
Thus, so far, William Aul has used a very "standard" method via which he's filed Qty-6 SEC 10-Q's and Qty-1 SEC AUDITED 10-K so far.
This brings them up to the date of Dec 31st 2016 now being "accounted for" and YES...it's 100% "normal" that SHETTY SIGNED THESE FILINGS as he was the CEO and sole member of the company for these time periods. They're in effect "back filing" all "missing" filings from the time that "Firefish" went "dormant" to the key event date, which is Sept 26th, 2017.
This attorney article explains it in great detail- the various methods and hybrid approaches of same that can be used in a reverse merger and to "come current" with same:
securities-law-blog.com/2013/01/25/how-to-bring-a-delinquent-exchange-act-reporting-company-current/
She even stated, "THE 10-Q's would look almost all similar or look like near cookie cutter copies of each other for the dormant period, as nothing has changed" and BAMM, that matches EXACTLY what William Aul has done so far.
NOW, why this "wait" and the PR wording?
Because the next SEC 10-Q's (they changed GIFA to a standard calendar fiscal year) - so that the 3rd 10-Q of 2017 is going to COVER THE TRANSITION OF THE COMPANY to GIFA Inc and thus must contain ALL COMPLEX ACCOUNTING FOR SAME. Aka the date of Sept 26th, 2017 which would be right at the end of what is now Q-3 per their amended corporate charter.
So, what does it all mean? What will William Aul do?
1) I believe firmly that Aul filed the Qty-6 SEC 10-Q's and Qty-1 AUDITED 10-K in order to help him "run the FINRA gauntlet) via giving "full disclosure" as to what took place with the NV Secretary Of State and change of corporate ownership.
ALSO, it was to GET FINRA BEHIND THEM and get the company NAMED PROPERLY and with a NEW TRADING SYMBOL before making the final filings with the SEC, so that the final filings are "clean" and not some mash-up of old "Firefish/FRFS" crap and what is really GIFA (Firefish is DEAD AND GONE for all intents and purpuses).
2) BUT, until the FINAL SEC FILINGS SHOW THE REVERSE-MERGER WITH THE ASSET TRANSFER and a "full set of GIFA Inc financials" then that "SAFE HARBOR STATEMENT" as listed in your question has to remain in place- as again, they've only filed so far for the period where Shetty was CEO and signed those SEC filings....BUT they've already amended the NV corp and are in-process of completing the asset transfer and COMPLEX ACCOUNTING FOR SAME.
3) SO, what is Aul going to do? He could file AT ANY MOMENT Qty-2 more SEC 10-Q's which would be "cookie cutter" for Q1 2017 and Q2 2017, WITH SHETTY STILL SIGNING THEM, and that would take them to Q3, thee change of ownership quarter.
OR, and I think Aul is going to do some version/twist on this- he can file what that attorney articles discusses, he can file a "SUPER 10-K" which he get permission ahead of time from the SEC chief accounting office- and then in a SINGLE FINAL FILING, he "accounts for" ALL ACTIONS FROM THE LAST SEC FILING ended Dec 31st and goes through the ASSET TRANSFER AND OWNERSHIP CHANGE and present ANOTHER YEAR OF AUDITED FINANCIAL and does it all in one grand filings- a BIG SHABANG, a very complicated SEC filing, but one that "wraps it up" in a single move.
Else, I think we see a few more 10-Q's, with a Q-3 10-Q that shows the ASSET TRANSFER and CHANGE OF OWNERSHIP and that one would be signed by Yesilada as new CEO, then a end of 2017 AUDITED 10-K and then I'd "guess" a final FORM 10 and then a few SEC 10-Q's for 2018 "AS GIFA INC" now.
I think William Aul is going to do some variation on the SUPER FILING route- some sort of mega audited SEC 10-K and either a 8-K and/or FORM 10 AND WRAP IT UP with maybe a few final 10-Q's for Q1 and Q2 of 2018...and then they'd be at the end of Q3 now, and need to file that in the next 45 days or so.
I hope that helps- but I'm pretty certain, it's going to be some "variation on that theme". It's VERY COMPLEX ACCOUNTING the larger GIFA REALLY IS, and add to that CURRENCY EXCHANGES (euros to dollars) and the fact that the GIFA "books" are probably not to "GAACP" U.S. formats, so the auditor must convert all accounting entries to meet "U.S. formatting" etc. It's a pretty big..big... undertaking.
Doing the accounting for the avg OTC VAPOR-WARE INC which is a company of ONE OR TWO OR MAYBE THREE PEOPLE usually, with NO ASSET, typically little to NO CASH, NO EMPLOYEES, etc is a CAKE WALK. BUT, what if the reverse merger is for a REAL BUSINESS, what appears to be a PRETTY DAMN DECENT SIZED REAL BUSINESS with a $12 mil headquarter and revenues and possibly earnings and profits and employees, etc? Well, NOW THE ACCOUNTING IS COMPLEX, it's gotta be DONE TO THE LEGAL TEE- as William Aul I believe has big plans for this- he didn't join their board by accident IMO. 38 YEARS of CLEAN AS WHITE SNOW securities law and a professor of same- and NOW, RIGHT NOW he chose not only to represent GIFA Inc, a "foreign company reverse merger" but he SIGNED-ON, PUTTING HIS NAME ON THE LINE, as a company Sr Officer. This guy, he's friends with former SEC CHAIRMAN'S, he's got a CLEAN AS A WHISTLE SEC RECORD- why would he get tied in with this BS "scam" blather or "pump and dump" PURE BS BEING PEDDLED? For what, to toss a 38 YEAR SEC practice and professorship down the drain? No freaking way IMO. Not a chance in hell.
Thus, as Aul waited on the FINRA "GAUNTLET" which he successfully navigated, I'd expect that they've been rocking HARD on "THE FILINGS" (whatever final form they end up using) this entire time- but William Aul didn't want to finalize any of it UNTIL FINRA WAS BEHIND THEM...which is EXACTLY WHERE THIS IS AT NOW...
I think a SEC FILING or FILINGS can hit literally at any moment now- NO REGULATORY ISSUE is holding this back from completion now that I can see or think of. Letting Yesilada speak as CEO in that last PR WAS MEGA KEY TO ME- he said, "WE'RE EDGARIZED NOW and ALL IS GOING VERY WELL" which IMO is Aul sending SEC safe code-speak for WE'RE ABOUT TO SEC FILE and THE CEO OF GIFA Inc is YESILADA, forget "SHETTY" he's done and out of the picture, that's what I read in that PR.
William Aul is methodical- he's meticulous. He appears to choose words with extreme accuracy. Putting "EDGARIZATION" and "GOING WELL" and "YESILADA IS CEO" is all carefully chosen to the letter IMO. No mistakes with Aul, I think the guy is sharp as a tack and meticulous as a Swiss watch maker.
That's my "take" on it all- yes, it's a bit "odd" as there is the "corporate transition" in Nevada and now they have to do the "accounting transition" in SEC FORMAT and file it in a series of SEC legal filings or a form/series of filings that meets SEC regulations, which I'm 100% certain Aul knows how to do- hands down.
The dude can recite the SEC LAWS forwards and backwards, off the top of his head, as I watched him do on the public TV channel when they used him as an "expert commentator" regarding the San Diego municipal bond crisis. He's not a professor by accident- he knows this stuff cold.
Good luck- I think we're there, all down-hill now and uphill for the share price.
