It was the best of times, it was the worst of times…

That pretty much says it all for me right now, outside whatever Mrs. Southcott and the cock-lane ghost were up to.  Monday morning, September 17, 2012, I was notified that trading on our company had been suspended by the SEC for a period of 10 days.  This, after the best year the company, and its stock, have had since inception… reduction of authorized shares, reduction of outstanding shares, reduction of debt and liabilities, with an increase in project flow, increase in revenues and increase in overall shareholder value.

I called the SEC immediately in hopes there was a mistake, but my call was met with an outgoing message system.  I began reading the statement they made that morning: and realized they had concerns about what they believed to be discrepancies in our financials, press releases and ‘touting’ of the stock.

I finally received a call back and was told casually, in a very friendly manner, that the SEC wanted to notify us that we were suspended, that there are no allegations, no accusations and that it was for a definite, not an indefinite period of time: 10 days, after which we will resume trading.  Is this a punishment I thought?  Over a concern?  I asked what I could do to provide explanation or material for due diligence on their part to quell any concerns.

They simply said, “you’re attorney can call us if you like, we’re not asking you to do anything; this is a 10 day self-terminating order so there is no remedial procedure.  It is simply an expression of SEC concerns.”  Self terminating order?? And then everything is fine??  So I hung up in a state of bewilderment.  This can’t be?

So our attorney did call, and prior to, I implored, again  via email to my atty: “I’m wondering– perhaps you should ask them— I wouldn’t do this without them, but WHAT IF, we were to address all of their issues in a press release– perhaps if they feel investors may be under false pretenses for whatever reason, we can clarify each and every issue in a public statement to clarify?”

I was told again, that they did not want clarification, there are no allegations, accusations or findings as such, only a “concern” that they felt warranted a suspension and dismissal into the grey sheets.  Whether it simply didn’t hit me yet, much like the delay I sometimes have between a relative or close friend dying and an outpour of emotion or maybe I just wasn’t able to take this as a serious concern due to the fact that I’ve done everything I can to ensure we are dotting our ‘i’s’ and crossing our ‘t’s’ with an allegiance to shareholders and the company for sustainable, long-term growth, doing something not many, if any, have achieved in the pink sheets as far as I remember.

This must be serious for the SEC to authorize an act that would potentially shatter investor confidence and liquidity in one fell swoop. But what?

From my attorney shortly after– FINALLY, a list of concerns I can address!  What possibly deems a potential devastation of shareholder equity, let’s find out:  (my responses to atty in italics)

Mark, Here are some of the issues that he highlighted:

There were questionable internet activity and concerns about  PRs from Decemebr 2009 to February 2010.  As an example, on January 21, 2010, you put out a PR stating that you are expecting revenue of $100 million by 2013.

 They are referring to this release:  These are actual revenue projections that have been reviewed by Discover Card and First California Bank prior to our approval of ServeNation by First California Bank and reviewed by Discover Card for a National Card program.  These are also conservative projections.  They have not yet materialized because we began focusing on the film projects, etc. and have not yet raised the collateral reserve necessary to implement the program.  I stand by these projections in terms of what the program will generate, simply that it’s been on the back burner and we’ve been very clear with shareholders as to that fact. 
There was also heavy touting in the stock-  Not sure what qualifies as heavy touting…Strategic focus, reduction of debt, reduction of shares and continual acquisition/creation of assets- please do make note of the strides we’ve taken thus far.

They also had specific questions concerning your financials from 2011.  I would have to know what those are?

He did not know whether we’d open up on the Grey.  omg please no.

I found later that the specific questions concerning our financials from 2011 was that in 2010 we listed our liabilities with interest rates…. in a report in 2011 we did not add the interest payments to the principle.   This was the concern?? I will happily address as, yes, this was a serious, but honest bookkeeping error on my own part.  One I would happily retract and re-file.  I then found that, yes, indeed we would go to the grey sheets.

It’s my OPINION, they were being coy at the very least in their claims to ignorance about the grey sheets as I suspect they know full well the process and where it will take our company and its shareholders.  Do I have a strong opinion here– Yes I do.  I feel the SEC is looking to rid the public markets of non-reporting companies.  I believe they are considering all to be guilty until proven innocent assuming the mice will be separated from the men here, with many mice scattering for the door or resting complacently in a nest known as the grey sheets.  They have been both vague and overzealous in their ‘concerns’ and potentially wiped out shareholders of millions of dollars of potential equity in a current information company making strides like never before.

That said, I understand and respect their end result.  These markets NEED an enema, to paraphrase Jack Nicholson’s Joker. But I am confident, removing myself and my ego from the situation, we are NOT one of the companies that deem this type of casual dismissal.  It’s sad that, if I’m correct, they’ve taken to Machiavellian measures to both rid the markets of non-reporting companies and also to justify their own existence.  Harsh words, maybe.  But if after this, they’ll give me anything, I hope its the free and clear right to my opinion.

Alas, we are not mice, but men, all of us and those with us, and I am working pro-actively to remedy this situation to the best of our abilities.  If anything, frankly, this is the last straw for me in terms of operating on the pink sheets as a non-reporting company, but it will remain a stepping stone against my wishes to get us where we need to be in what I hope to be a brief remedial period.  That said, though I’ll never say ‘Thank you!” to the SEC for this, I consider many things to be a blessing in disguise.  If you are good, the world will be good to you, it’s always been my firm belief.  I take lemons and I make lemonade.  And we’ll continue to be making sweet, thirst quenching lemonade despite the current speed bump here.  We will re-evaluate SWOT analysis and goals in terms of both company and its stock. We are pro-active, not re-active as a friend expressed today.

Along that line, we have actively engaged in discussions with a market maker who has expressed verbal willingness to sponsor us with a 15c211 pending a DD package I am preparing for review.  This process may or may not materialize.  It can take 60 days, it may even take 6 months.  The goal being to be sponsored back on to the pink sheets at which point we’ll begin preparing an S-1 to file for BB status.  It’s at this stage that we will continue to work toward building our assets and industry position toward an uplist to AMEX or a similar exchange.  Like it or not, all involved, we will have to restructure the stock at some point as a result.  I was asked recently if we would promise not to restructure the stock for a period of 5 years.  I wanted to slap someone.  We are a growing company.  I am confident our long-term holders will be rewarded beyond their (realistic) expectations and I hope those that are serious in helping take us to the next level continue to reach out, support and assist with constructive advice and useful introductions.

That said,  this is for real.  Grab your life vests, put on your seat belts, or bolt for the door— and I think there’s a lesson to be learned here, though I’m not giving advice, recommendations or otherwise, but please, please, in these markets, do not invest, trade or gamble any more than you can afford to lose, no matter how strong the company as I believe Monday is pudding proof that anything can happen–and to anyone.

And I’m not tooting my own horn here, but I’d love to, in an alternate universe, have an outside qualified committee to review anything and everything we have done– our mistakes, our achievements and what not, as I can’t see anyone, the cheerleaders nor the skeptics, deeming THIS company, THIS issuer, a 10-day suspension resulting in the greys.  50 shades indeed…..They are the S and we the M for now, but I’ll continue to fight for us through to the pinks.  I am only writing this because I feel it is possible based on our conversation today with the market maker and, from there, we go fully reporting.  I will not puff my chest, I will not waste time and resources fighting Goliath.

I will use what’s available to me  to get us through this proper while continuing to develop what will become a competing mini-major, acquisition contender…with announcements forthcoming on additional projects we are taking to AFM, our progress on George R.R. Martin’s The Skin Trade, our effects driven sci-fi thriller, White Space and, yes even more I haven’t even touched on just yet!

Thanks to those that have reached out to support.  And to those that revel in our temporary setback, you can go F