The plot thickens....

or does it... hehe

If you want to add to the 'fun' with LVRP and LOCN, check out Strike Axe (SKAX).

I cant imagine why this seems to be going on, repeatedly! I don't know whether its a clerical error gone terribly, terribly wrong, or a scam, or they just aren't filing 8K's or what!

Its almost worth calling the firms about and asking, once and for all...


Hmmm... There's an idea! hahaha

From the filings that all hit OCT 25th, it shows LVRP as a shell company BEFORE JUNE 2009... After that it is not a shell company anymore.. again, similar to that other stock ~

Ive seen thousands of pinksheets filings... i have never seen two companies with identical wording in the filings(sans the company name, address...ect), that havent been related in some fashion ~

Also they hit the same way a few days apart... first LVRP, then the other stock....

Sure the filings are a template... but to say you wouldnt put too much into the fact that the form letters are identical is a stretch...

if you would like, i will copy and paste the similarities.... well not really similarities... Carbon Copies ~~~

No idea ~ :)

dont know if this is anything but i googled the number on the liverpool sec for and this sec form popped up Strike Axe, Inc.

Can anyone explain to me why the 10-Ks for the periods ending March 31, 2009 and March 31, 2010 are the ONLY forms that list LVRP as a shell company? EVERY other filing that has the block checked at all, has it listed as 'no'...

My mother in law used to work in a legal office and they used a lot of fill in the blank form letters on a lot of things. It made it a lot easier on the legal assistants and the attorneys. Usually they would just go in and change the particulars for the case they were working on to submit the briefings, etc. I don't think I would put too much stock in the fact that the form letters are identical.

Yeah, I picked that out as well, and have asked a few people their opinion on the fact that everything - except the registered agent and the officers of the company - is almost identical between that and this stock...

I'm confused, to say the least, and trying not to get bamboozled lol

not saying it means anything with the other stock... But the filings are identical in the wording besides CEO's and company names ~

And the phone number everyone says is associated with the other stock is associated with this one as well ~~~

I cant find Liverpool Group in the Edgar database...

Edit:

Scratch that, I found it...

I think HDOGTX is saying the 211 is a key differentiator that means this one is not ready yet.

In the voice mailbox, are they the same extension, or just the same base phonenumber?

the_nose will sniff it out

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

They are not! IMO the same facilitator is working with them!!

How is LOCN and this one connected? TIA

Im going to keep any eye on this see what happens.

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

I wonder how they trade even 1 share as there aren't any MM's to fill orders. Also, if someone could explain how some Greys and even Caveat Emptor's trade with numerous MM's and some do not? LVRP looks like a waiting game. By biggest fear is if they do resume 'normal' trading, what's the chance of dumping as the O/S is a measly 2.7M with an A/S of 120M?

Thats what i figured 1600 shares traded since June 15 th

IMO the shell facilitator here probably has more then 1 shell he is working, these could very well be related, but only in a matter of who is behind the deals. I have read the filings and yes there is similar language which I noticed right away but also dismissed because it was typical boilerplate language. This stock being grey means there are some vital steps that need to occur and getting compliant with SEC would be the 1st step prior to Hiring a MM to file a 211 to come off the greys. What I see is whoever is behind all this has access to legal personell who can produce these filings for the facilitator, the real questions are who, what, &why after all this time, are all these filings for???


Noticed the float here was just a bit ofer 2 mil here, crazy.

Yeah, wow I never noticed that. Thanks for pointing it out.
I actually called that number last week but it was within the context of LVRP. I think it's just a big coincidence though

Interesting stuff...

To find the number, you don't have to go into an actual filing, but this page:

http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001431837&owner=exclude&count=40

Before you click on any filings, look at the bar at the top, where it shows Locan's business address, and you'll see the phone number right under it

I could be wrong but I believe you have to make a call if you wanted to buy/sell. There are no active MMs on grey markets to process buy/sell orders the normal way.

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.

I doubt LVRP and LOCN are connected in these latest filings really. If both are clean shells then it excludes them merging together, right? And LOCN did filings worth of $100k, doubt LVRP can come up with that kind of money and wouldn't really make sense for both to do a merger together.

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.

Never bought anything on the greys do most brokerages allow trading

Would you mind sharing your findings?

I believe Liverpool (LVRP) is related to Locan (LOCN) based on something I found. I don't know if this is good or bad.

I am not able to see any sort of indication of active/inactive. The Delaware SOS is charging a fee to see more info. Bastards!

Entity Details
THIS IS NOT A STATEMENT OF GOOD STANDING
File Number: 4513832
Incorporation Date / Formation Date: 03/04/2008 (mm/dd/yyyy)
Entity Name: LIVERPOOL GROUP, INC.
Entity Kind: CORPORATION
Entity Type: GENERAL
Residency: DOMESTIC
State: DE

REGISTERED AGENT INFORMATION

Name: NATIONAL REGISTERED AGENTS, INC.
Address: 160 GREENTREE DRIVE SUITE 101
City: DOVER
County: KENT
State: DE
Postal Code: 19904
Phone: (302)674-4089

Additional Information is available for a fee. You can retrieve Status for a fee of $10.00 or more detailed information including current franchise tax assessment, current filing history and more for a fee of $20.00.

Ah Ha, now are they active in DL?

Thanks for that info. I checked the 10/A and it indeed does say that the jurisdiction was changed to Delaware in 2008. I will change the iBox to reflect that.

TO come off the greys requires filing a 211, Appears they are on track being being up to date with SEC filings, could they have changed jurisdictions from OK, to Nev or DL?? MMs sponsoring a 211 are TOTALLY and completely liable for the accuracy of the information provided. That liability runs for 6 months during which time they are the only MM able to provide a qualified quote. Plus now there is mandatory Q and A with FINRA where FINRA has the final say on acceptance. AND FULLY AUDITED financials are now required to submit a 211.

Thanks. Nothing is definite yet but things certainly seem to be shaping up nicely. Will be watching this closely in the coming days...

Great job with the Ibox. This one should be fun to watch and you will look like a genius when it takes off. At least I will be able to say I was the 2nd man onboard.

Please see the iBox for details!