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What is everyone waiting for?
Uploads are shown retro to when the comment letter was sent so you can see the progression. However I have never seen the actual upload of any comment letter prior to effectiveness.
About what, specifically?
From the SEC:
"the SEC (Securities and Exchange Commission) publishes its comment letters on EDGAR (Electronic Data Gathering, Analysis, and Retrieval) after reviewing a company's S-1 registration statement filing. The SEC makes these letters public at least 20 business days after completing its review."
The SEC comments were posted for the Form 10 on both WNFT and SRNW.
For WNFT the Form 10 was filed on 09/28/2021 and the UPLOAD (comments from the SEC) was filed on 10/21/2021. So they were uploaded before the Form 10 was deemed effective.
I don't know if there is a problem but it has been 4 months and 12 days since Sharp filed the S-1.
After the WNFT fiasco where Sharp filed a Form 10 to deregister the stock and Cease all filing obligations with the SEC.
IG
Comments can be confidential. I think they were made but not publicly disclosed
Sorry for the confusion - what you looked up is what I put in from the S-1/A.
What is odd is that there still isn't any comments from the SEC.
"the U.S. Securities and Exchange Commission (SEC) requires companies to submit comments on Form S-1 filings through the EDGAR system. Form S-1 is a registration statement used by companies to register their securities with the SEC before going public. The SEC reviews these filings and provides comments to the issuer, which are then made public on the EDGAR system.
To search for these comment letters, you can use the EDGAR search tools available on the SEC’s website. The correspondence materials are identified by the form types ‘UPLOAD’ for SEC-originated letters to filers and ‘CORRESP’ for filer response letters outside of amended filings."
Usually comments are sent to the company in 2 to 4 weeks.
Sharp filed the S-1 on 12/19/2023 - that was 4 months and 12 days since Sharp filed the S-1 and still no comments. It seems there is a problem - Sharp should be more transparent about the delay.
IG
The below text appears identically in both filings, and the use of proceeds section is also identical (I checked manually and you can fact check this, too). I think the AI tool you used might be inaccurate?
"We are authorized to issue 1,360,000,000 shares of common stock, 24,000,000 Series A preferred stock, 1,500,000 shares of Series B preferred stock, 5,000,000 shares of Series C preferred stock and 5,000,000 shares of Series D preferred stock. As of December 15, 2023, we had 569,654,257 shares of common stock issued and outstanding held by approximately 409 holders of record, and 521,413 issued and outstanding shares of Series A preferred stock, 123,478 issued and outstanding shares of Series B preferred stock, no shares of Series C preferred issued and outstanding and 300,000 shares of Series D preferred issued and outstanding. Our common stock is currently quoted on the OTC Market’s Pink Market under the symbol “FORW.”"
Here is the difference between the S-1 and S-1/A. With the Caveat that I used AI to compare the documents. I will go through the documents myself because I have already spotted an error. I found why there was an error.
"The two documents you provided are an initial SEC Form S-1 filing and an amended Form S-1/A filing for their proposed initial public offering (IPO) of common stock. Here are the key differences between the two filings:
The initial Form S-1 was filed on December 23, 2023, while the amended Form S-1/A was filed on March 13, 2024. (From IG - the offering price is $0.02).
The amended filing updates and provides additional information compared to the initial filing.
The offering size in the initial filing was for up to $100 million of common stock, while the amended filing increased the proposed maximum offering to $150 million. From the S-1/A - "From the S-1/A:
"We are authorized to issue 1,360,000,000 shares of common stock, 24,000,000 Series A preferred stock, 1,500,000 shares of Series B preferred stock, 5,000,000 shares of Series C preferred stock and 5,000,000 shares of Series D preferred stock. As of December 15, 2023"
The amended filing provides updated financial statements for FORW as of December 31, 2023 and for the fiscal years ended December 31, 2023 and 2022, which were not included in the initial filing.
The use of proceeds section in the amended filing was updated to reflect the increased offering size and provide more details on how the proceeds will be used.
The risk factors section was expanded in the amended filing to include additional risks related to the company's business and the offering.
The amended filing also updates other sections like management's discussion and analysis, executive compensation, and certain other legal disclosures based on developments since the initial filing."
Sharp is increasing the issued and outstanding Common and. Preferred shares significantly.
Now, it is time for shareholders to read the documents instead of assuming that Sharp is going to do the right thing.
IG
From the S-1/A:
"We are authorized to issue 1,360,000,000 shares of common stock, 24,000,000 Series A preferred stock, 1,500,000 shares of Series B preferred stock, 5,000,000 shares of Series C preferred stock and 5,000,000 shares of Series D preferred stock. As of December 15, 2023, we had 569,654,257 shares of common stock issued and outstanding held by approximately 409 holders of record, and 521,413 issued and outstanding shares of Series A preferred stock, 123,478 issued and outstanding shares of Series B preferred stock, no shares of Series C preferred issued and outstanding and 300,000 shares of Series D preferred issued and outstanding. Our common stock is currently quoted on the OTC Market’s Pink Market under the symbol “FORW.”
That is a impressive increase in the Common Stock.
IG
The only reason a $500M to $1B private company would use FORW is to go public - but no real company is going to use a OTC company to go public - they would do an IPO or use a SPAC.
"A SPAC might be best described as money looking for a promising private company to invest in.
A SPAC is a public company having already gone through the IPO process.
One of the main risks for SPAC investors is the competence of the SPAC management team in navigating the target company’s market."
No successful private company would ever believe that Sharp is a competent CEO.
I recently saw an OTC company do a deal with a SPAC and I immediately called it out as a fake deal - and I was right as Nasdaq delisted the SPAC.
Sharp has been the CEO of FORW for over 5 years and no real company has approached him.
Why did Sharp file an amended S-1 on 04/15/2024?
IG
Continuing my previous comments. “If” Forwardly were to merge with a company worth $500m or $1billion; what value would you see Forwardly bringing into the deal? How much of that $1billion would Forwardly get? Do they just “merge to merge”? Here is a simple listing of a company that has the same exact qualifications to show how much Forwardly is truly worth to the outside world (reality). https://www.publicshell.us/?gad_source=1
Let’s be real. This company has nothing. Trading shells can be bought for about $400k right now, and you would get 95+% of the shares. So question; if you had a real company with $1miilon in revenue, would you just pay $400k to get all the shares and control, or merge with a shell with zero assets, a VERY litigant “CEO” where you would give up at least 30%? In the flip side, if GS merged with that company, how much dilution do you think Forwardly would have?
So the consensus seems to be that both the basher clowns & the pumper clowns are just brimming with hilarity.
I don’t see how any comedy clubs can stay in business when so much entertainment is available for free on a site that few people in the world have ever heard of.
Maybe Netflix will do a documentary and get the word out.
Everybody get their greasepaint ready!
LMAO
Damn, you really aren't very bright - Sharp brought in 2 assets and both were scams (Ligand and Maverick).
"It's an empty shell pending the merger of an established company. At $1 it would be a $500m company, $2 for $1b."
Hey pumper boy this garbage and all of the Sharp garbage will never be a $500M company.
That is why you have Zero credibility.
It hS been over 5 years since Sharp was named the CEO by Bill Schaefer and still hasn't brought in a real company - but you keep pumping little pumper boy.
IG
The Sharp paid pumper - posting more gibberish.
You started posting on 07/07/2023 and immediately started pumping the Sharp scams
You posted that every Sharp shell was being naked shorted - but never once provided and proof - because you are clueless about how shorting works.
You posted dozens of times that GOFF/WNFT was naked shorted 500 Million shares but you never once provided any proof.
You are just another worthless paid pumper who should be in prison.
IG
And you get more losses - because you were foolish enough to join the Sharp cult.
Now you are whining about those that have exposed the Sharp scams.
Pumpers like you deserve to lose your investment.
IG
I know what the bottom feeding pumpers are getting - more losses because they are so naive and gullible that they invested in the Sharp scams.
IG
Yes, you pumper clowns are.
You clowns are hilarious.
An extra bowl of soup at the shelter…
You clowns are hilarious.
Interesting theory and supporting data... Something tells me that whoever is holding on to the convertible loan currently valued at $50k (at current prices) would be wasting their time trying to 'unload it' over the course of the next few months. Volume has been so anemic lately that a 10k sell can drop the pps to a penny. They would have to be selling 1k shares per day for the next 50 trading days.
My point is that I'm not convinced that these loans will be sold on the open market, while FORW is still in its current status, essentially an empty shell. Like you suggested, someone will pick them up privately. What I do believe, however, is that GS has been keeping both his shareholders and people of interest abreast of his intentions and is asking for more time to get it right.
When you think about it, it's no different than what he's been tweeting to everyone all along, only without the many crazy assumptions and interpretations from our local pumpers and dumpers.
You obviously need more time here to figure it out.
what is in it for the bashing clowns?
So it begs the question....what is in it for the bashing clowns?
Maybe we all come here to be textually gratified....who knows ?
So true.
The “Basher Index” has led to substantial profits over the years.
It’s a great sign that they’re gearing up again for the FORW run.
Such scared little rabbits, LOL
"The more zero shareholding bashers show up and intensify their rant....the more likely there is a pop coming
I call it the Basher Index"
I've been here years longer than your pumping ass, and in which way is this non reporting scam shell comparable to a SPAC?
You are correct, they won't sell. There are convertible loans however that will likely be converted. The loans are at a fixed price - which is good. The first one is $50k worth at 1.2 cents. That comes out to about 4mil shares. That means that we will likely see around 1.2 cents/share for a few months - or someone could buy $50k worth of stock and get it over with. The next loan is at 5 cents. Once the first loan has been converted, expect the price to mysteriously rise slightly above .05 so the next company can unload. Surf will tell you that this is bad for everyone - because it is dilution. But if you own stock at today's price, this dilution could be a 4 bagger.
I have been reading your posts and am in agreement with most of what you have been saying. However, I believe that Sharp's reason for the S1 was to get rid of this debt first because he knows that the conversion is fixed. That means that there is little downside for converting at or below 1.2 cents, but little upside in raising the value of the company while someone is dumping 4 mil shares at a fixed price. Once the debt is sold, I expect a merger to be announced and Sharp to retire.
I guess you've never heard of SPACs, which begs me to ask, what the heck are you doing here then? Did you get on the wrong bus to cross the border? LMAO!
No established company would go public via a Sharp shell.
Hell, he can't even get a scam company to stick around.
It's an empty shell pending the merger of an established company. At $1 it would be a $500m company, $2 for $1b. ...but you knew that already. Why do you ask the obvious?
And why would this increase 100x's? A R/S?
It's unlikely that GS's cronies holding FORW shares are going to dump at these prices. Of course, anything is possible, but it's unlikely. They know GS well and will allow him to finish what he started, ...besides they'll reap rewards 100x's higher than if they sold now.
S - 1 becomes effective and insiders can dump their shares! PPSwill tank!
Number of Shares of Common Stock Beneficially Owned Prior to Offering(1)(2)(3) Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus
Number of Shares of Common Stock Beneficially Owned After Offering(4)
Percentage of Common Stock Owned After the Offering(4)
AirBond Travel Services Inc. (4) 1,487,124 1,487,124 - -
Biltmore Properties, Ltd. (5) 2,974,247 2,974,247 - -
James Blackwell 4,461,370 4,461,370 - -
Cameron Bond 1,500,000 1,500,000 - -
Paul Cloutier 11,896,987 11,896,987 - -
Status Marketing Company, Inc.(6) 5,948,494 5,948,494 - -
Michael Domingues 2,974,247 2,974,247 - -
Antonio Dutra 8,922,740 8,922,740 - -
Leonard J. Harris(7) 8,974,247 8,974,247 8,974,247 1.58 %
Knoop Enterprises, Inc.(8) 20,298,448 20,298,448 - -
Macnicol Emergence Fund(9) 8,922,740 8,922,740 - -
Abubakkar Noohujohn 1,487,124 1,487,124 - -
Nrich Inc.(10) 1,487,124 1,487,124 - -
Kristine Plowman 1,487,124 1,487,124 - -
Michael Pollack 4,000,000 4,000,000 - -
Sapi Family Trust(11) 5,948,494 5,948,494 - -
George Sharp(12) 30,448,494 30,448,494 30,448,494 5.34 %
Michael Soffer 3,500,000 3,500,000 - -
Ernest M. Stern 4,000,000 4,000,000 - -
Thanks MrSmith18. With the delaying statement on the FORW S-1, I think they could have filed the S-1/A at anytime - even later in the year - but they filed on April 15. It's a guess, but I would think they did that because it's finally time for a deal and FORW is ready for the S-1 to be effective. They also filled in a lot of blanks, including the offering price. Let's see.
The recent S-1/A release indicates that something is imminent. GS's tweet mentioned that the April 15 version of the S-1/A included the answers to the questions that the SEC had requested. Now we wait for either more questions or their final approval. He could have easily 'kicked the can' down the road into 2025 in the same way he did with GVSI and WNFT, but he didn't. Consider that a 'good sign'. Instead the tone of his tweet gave me the impression that he's carefully monitoring this ticker's progress for a near term event, ...definitely prior to 2025.
Also, I've noticed his aggressive tweets against Rosen for the past few weeks. GS seems to be doing two things. First, he's taking Rosen to court on every possible technicality he can drum up, ...as though he were sending him a message to no longer 'mess' with his tickers. I'm assuming based on their tweet exchanges that Rosen was behind the 'coordinated attack' against GVSI on March 15. ...and second, GS is still pretty emotional about the entire GVSI ordeal, ...as though he felt that the GVSI deal could have had legs had Rosen not deliberately 'attacked' the stock.
That said, I'm pretty certain that GS doesn't want a repeat 'coordinated attack' performance from Rosen or anyone else and has made it his business to hang Rosen up to dry to make him an example of what would happen if someone else tried to attack a potential GS merger with FORW and SRNW on the near term, and possibly GVSI and WNFT further down the road. I also wouldn't be surprised if GS's Israeli partners have requested this assurance as well prior to moving forward with a merger deal.
JMHO
If you call this "investing" then you are in the wrong place....quit wasting our time
Bro, the fact that you didn’t agree with me tells me all I need to know about your “investing” knowledge. Tell me; what was it that got in this stock? The CEO? The business model? All the revenue? What was it?
Peeps like you don't seem to understand what it takes to trade stocks....obviously you fell in and then out of love with the stock/CEO....your mistake not ours...get over it and move on
Sharp lovers; Anybody believe the thousands of times people warned you about Sharp yet?
Hi MrSmith18, any new thoughts on FORW or SRNW today? Just checking in
I love the desperation today but today is pathetic - 160,000 shares traded and it went from 0.0121 to 0.0188 based on absolutely nothing but a desperate shareholder who thinks he is fooling other investors foolish enough to invest in GRDO/FORW.
IG
Do me a favor and list all the accomplishments George “Jesus” Sharp has brought to Forwardly. This should be easy with all his accomplishments; right?
The depressed price falls at the feet of Sharp.
Two assets he brought in were both scams (Ligand and Maverick).
Sharp hasn't generated any revenue in over five years.
Those are cold, hard facts that you pumpers try and ignore - but you can't unless you can lie to yourself.
Sharp has been a disaster as a CEO.
But keep pumping because it has failed.
Trying to defend Sharp - proves you have Zero credibility.
IG
seems to me they are using scare tactics, mentioning reports to SEC etc. to infuence the shareprice
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George A. Sharp
George Sharp is an experienced businessman with a diverse background in information technology and growth companies.After studying at Canada’s University of Waterloo, George joined the Engineering Department of the City of Calgary’s Electric System. There, George engineered a software application to more accurately examine the physical stresses on electrical wood poles. That effort garnered him recognition at the 1983 Stanford University Congress of Electrical Engineers. George was then recruited to join Northern Telecom in Bramalea, Ontario as a software engineering consultant. In the early 1990s, George founded Progressive Microsystem Designs to develop a series of business software applications for the emerging microcomputer market. The centerpiece of PMD was one of the first Human Resources Administration software products designed for microcomputers. Eventually, George relocated PMD to Southern California in order to better service the bulk of its clients. Since 2002, after being a victim himself, George has dedicated himself to eradicating stock market fraud, specifically in the micro-cap genre. He has become a well-known and outspoken activist against penny stock fraud and has appeared on television and as an expert witness in litigation. His work has launched or contributed to investigations by the United States Securities and Exchange Commission (SEC), the Financial Industry Regulatory Industry (FINRA), the United States Department of Justice/FBI and the Alberta Securities Commission, many of which have resulted in criminal and civil charges. A former consultant to OTC Markets Group, George now provides services to publicly traded small companies seeking management advice; routes, including financing, towards progress; and, looking to stay onside of regulations.
******
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The following info is for the WRONG Leonard Harris:
Leonard Harris - Director:
Leonard Harris Mr. Harris is a professional engineer with Metallurgy diploma and 50 years’ experience in all aspects of mineral processing and mining operations worldwide, a significant part of which has been in South America. Mr. Harris spent 16 years with Cerro de Pasco Corporation before joining Newmont Mining Corporation, where he served as President and General Manager of Newmont Peru Limited and Vice-President and General Manager of Newmont Latin America. Mr. Harris was General Manager (involved in construction and operation) of the Minera Yanacocha gold mine in Peru. Since 1995, Mr. Harris has been a consultant and director of several small capitalized mining companies including Glamis Gold Ltd., Solitario Resources Inc., Alamos Gold Inc., Corriente Resources Inc., Endeavour Silver Corp. and Cardero Resource Corp. In such roles, he has had extensive experience with the review and understanding of the accounting principles relevant to the financial statements of public natural resource companies, including companies comparable to the Company.
******
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Paul Pegolo - Director:
“As Western Region Manager & CIO Mr. Pegolo brings 20 years of well rounded experience to bare. He spent 10 year in the IT arena; 7 years working for The Capital Group, Inc. Leaving as Distributed Systems Manager where he provided support, research, and implementation services on technologies ranging from mainframe systems, LAN & WAN, Unix systems, large scale printing, imaging, down to PC systems. The next three years he spent consulting to corporate america via Axiom Management Consulting and Andersen Consulting working in the areas of new technologies and legacy systems integration for clients such as Xerox, World Port of Los Angeles, Kaiser AARP and Nissan. Following this he spent 10 years building a manufacturing business as Vice President managing operations including; facilities, new technology, machinery, quality systems - including ISO9001 & personnel.”
BOULDER CITY, Nev., Sept. 23, 2019
BOULDER CITY, Nev., Oct. 25, 2019 (GLOBE NEWSWIRE) -- via OTC PR WIRE – George Sharp, President of Guard Dog, Inc. (PINKSHEETS: GRDO) announced today that the company’s securities counsel is continuing to work with Nevada’s office of the Secretary of State to unwind and correct past corporate actions, which if left as is would have made it impossible for the corporation to move forward with its plans. As a result of these past corporate actions, some going back as far as when the corporation was formed, the more recent actions initiated by current management also had to be unwound. Shareholders may notice a series of temporary changes to the number of authorized and outstanding shares, but once the required and proper corporate actions have been completed, these numbers will return to their expected state and the company will resume its application to FINRA for a name change and one for eight reverse split. Management expects all of this to be completed at some time during November.
The company’s Starsona investment remains in the company’s plans and a Definitive Agreement is expected to be executed once the company’s corporate structure and capitalization has been finalized.
NOTE 5 – CONVERTIBLE PROMISSORY NOTES The Company entered into promissory notes as follows as of June 30, 2020 and December 31, 2019: Principal Accrued Interest Principal Accrued Interest August through September 2019 $300,000 Notes convertible into common stock at $0.0032 per share, 15% interest, due one year from issuance (August through September 2020) with issuance of 46,875,000 warrants with a term of three-years and an exercise price of $0.0064 per share $ 300,000 $ 37,336 $ 300,000 14,959 Total Convertible Notes Payable, Net $ 300,000 $ 37,336 $ 300,000 $ 14,959 Less: Debt Discount (22,321) - (85,396) - $ 277,679 $ 37,336 $ 214,604 $ 14,959 Interest expense for the six months ended June 30, 2020 amounted to $22,377 and accrued at June 30, 2020 was $37,356. Amortization of the debt discount for the six months ended June 30, 2020 was $63,075.
Dubbed the LifeAir G1, Sapi said the emergency ventilator was initially designed to be sold for about $1,000 U.S., making it more affordable for poor and remote hospitals and clinics in the developing world.
The business group recently received $150,000 in funding from an American seed money startup accelerator called Y Combinator, which Sapi said has helped finalize the prototype and get the emergency ventilator closer to Health Canada for possible certification.
Sapi said the group is about three to four weeks away from having its prototype tested to World Health Organization (WHO) parameters. He said the finalized design is now with Health Canada for certification.
https://www.ligandglobal.com/our-team
FORW recently secured exclusive US distribution rights to LifeAir, a patent pending, non-invasive ventilator currently under development by Ligand Innovation Global, a Canadian corporation. A newer iteration of the LifeAir ventilator is currently being engineered for a summer 2020 submission to the US Food and Drug Administration (“FDA”) and Canada Health in the hopes of obtaining fast track approval. In June the Company filed its application to raise up to $15 million under Regulation A+. More recently FORW received funding commitments of $500,000 of an anticipated total of $1.3 million in financing and will itself fund Ligand Global Innovation’s development of its latest prototype of the LifeAir G1 Portable Ventilator.
PUBLISH DATE | TITLE | PERIOD END DATE | STATUS |
---|---|---|---|
11/18/2020 | Quarterly Report - Amended Report for Period Ending 9-30-2020 | 09/30/2020 | A |
09/29/2020 | Attorney Letter with Respect to Current Information - Attorney Opinion Letter Re: Annual Report Ending December 31, 2019 | 12/31/2019 | A |
09/27/2020 | Quarterly Report - Second Amended Report for Period Ending 3-31-2020 | 03/31/2020 | A |
09/27/2020 | Annual Report - Amended Annual Report for Year Ending 12-31-2019 | 12/31/2019 | A |
07/31/2020 | Quarterly Report - Quarterly Report - Amended Report for Period Ending 6-30-2020 | 06/30/2020 | A |
11/11/2019 | Quarterly Report - Amended Report for Period Ending 9-30-2019 | 09/30/2019 | A |
08/12/2019 | Attorney Letter with Respect to Current Information - Attorney Letter with Respect to Current Information | 12/31/2018 | A |
08/02/2019 | Quarterly Report - Quarterly Report | 06/30/2019 | A |
04/30/2019 | Quarterly Report - Quarterly Report for Period Ending March 31, 2019 | 03/31/2019 | A |
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