CHEYENNE, WY / ACCESSWIRE / June 22, 2018 / InCapta, Inc. (OTC PINK: INCT), today announced that on June 21, 2018, it voluntarily filed a Form 15 with the United States Securities and Exchange Commission (the "Commission" or "SEC") to voluntarily deregister its common stock and suspend its reporting obligations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As a result of the filing, the Company will no longer be required to file certain reports under the Exchange Act, including quarterly reports on Form 10-Q, annual reports on Form 10-K, and current reports on Form 8-K. Other filing requirements will terminate upon the effectiveness of deregistration, which is expected to occur 90 days after the filing of Form 15 with the Commission.
Upon suspension of its reporting obligations, the Company expects its common stock to continue trading on the OTC Pink marketplace, however, there can be no assurance that any broker-dealer will make, or continue to make, a market in the Company's common stock. The Company currently intends to provide at least limited financial information to allow for public trading of Company securities on the OTC Pink marketplace, although there can be no assurances that the Company will undertake to provide, or continue to provide, such limited information. After deregistration of the Company's common stock is effective and its periodic reporting requirements are suspended, the Company intends and hopes to continue to provide interim unaudited financial information and plans to provide annual financial information to its stockholders.
Recently, the Company's 10K was filed for the year ending 2017 and preparation for filings for Q-1 and Q-2, 2018 are in progress.
Year-Ending 2017 10K: https://backend.otcmarkets.com/otcapi/company/sec-filings/12813290/content/html.
Form 15: https://www.sec.gov/Archives/edgar/data/1099234/000121390018008024/f1512g062118_incaptainc.htm
After a thorough analysis and careful consideration, and upon conferring with counsel, the deliberation of the advantages and disadvantages of being an SEC reporting company were decided. The Company's Board of Directors unanimously voted to file the Form 15. The Board considered many facets before reaching its decision, including the substantial costs associated with the preparation and filing of periodic reports with the SEC, the costs of outside legal, accounting, and auditing resources, as well as the amount of time required by management to prepare documents necessary for reporting.
Company CEO and President Gregory Martin said, "We believe suspending our SEC reporting obligations allows us to better direct our financial and management resources to support the long-term growth of our businesses, including focusing on and developing our film, TV and golf divisions. The Company continues to lower its overhead inherited under previous management. Deficits have been greatly reduced in the last fiscal year as we slash costs in an effort to maximize future potential revenues. We believe our business plans for each of the divisions of the company will improve given the additional time we will be able to devote, versus the time spent on reporting."
Despite electing to suspend its reporting obligations, the Company plans to voluntarily file Form 8-K with the Commission as warranted, to include certain financial information quarterly, annually and any 8k or other disclosure events as necessary, and hopes to communicate with its shareholders even more frequently through company press and other authorized press releases.
InCapta, Inc. has adopted a Rights Agreement to deter acquisitions of 4.9% or more of the Company's common stock (subject to certain exceptions) by any group or person in order to protect the Company's ability to utilize its net loss carryforwards to reduce potential future federal income tax obligations.
The Board adopted the Rights Agreement to protect stockholder value by deterring acquisitions of the Company's common stock that would potentially limit the Company's ability to use its net operating loss carryforwards ("NOLs") and other tax benefits, which may be used to reduce potential future income tax obligations. In general, the rights issued under the Rights Agreement impose a significant penalty to any person, together with its Affiliates (as defined in the Rights Agreement), that acquires 4.99% or more of the common stock of the Company then outstanding, unless such person is determined to not be an "Acquiring Person" or is otherwise excluded from the Rights Agreement.
About InCapta, Inc.
InCapta, Inc., formerly known as TBC Global News Network, Inc., is a media holding company, which works with clients to develop, operate, and market online cloud Television and radio networks, along with entertainment projects including TV, movies and development of a golf ball and golf equipment company. The Company participates in various fields of online business models by providing executive level managerial assistance as well as arranging for clients' online presence through social media.
Forward-Looking Statements Notice
This release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, the Company's views on the expected future trading of its common stock following the filing of the Form 15, and are generally identified by phrases such as "thinks," "anticipates," "believes," "estimates," "expects," "intends," "plans," and similar words. Forward-looking statements are not guarantees of future performance and are inherently subject to uncertainties and other factors which could cause actual results to differ materially from the forward-looking statement. These statements are based upon, among other things, assumptions made by, and information currently available to, management, including management's own knowledge and assessment of the Company's industry, competition, and capital requirements. These and other risks are more fully described in the Company's filings with the Securities and Exchange Commission including the Company's most recently filed Annual Report on Form 10-K and Quarterly Report on Form 10-Q, which should be read in conjunction herewith for a further discussion of important factors that could cause actual results to differ materially from those in the forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Consider these factors carefully in evaluating the forward-looking statements. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
This press release contains "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934. The words "believe," "expect," "anticipate," "should," and other similar statements of our expectation identify forward-looking statements. These forward-looking statements are based largely on management's expectations and involve known and unknown risks, uncertainties and other factors, which may cause the Company's actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Risks that could cause results to differ materially from those expressed in these forward-looking statements include, among others, the risk that unforeseen events occur and delay the preparation and filing of Form 15 and that the SEC does not accept or requires amendments to the Form 15 resulting in a delay in the deregistration of the Company's common shares, the continued interest of market makers in trading the Company's common stock and the Company's decision to deregister its common stock under the Securities Exchange Act of 1934, as amended. Additionally, other factors that could cause actual results to differ materially from those set forth in, contemplated by, or underlying these forward-looking statements are included in the Company's Annual Report on Form 10-K for the year ended December 31, 2017. Considering these risks and uncertainties, the forward-looking statements contained in this press release may not prove to be accurate. The Company undertakes no obligation to publicly update or revise any forward-looking statements, or any facts, events, or circumstances after the date hereof that may bear upon forward-looking statements. Additionally, the Company does not undertake any responsibility to release public updates on any occurrence of unanticipated events which may cause actual results to differ from those expressed or implied by these forward-looking statements.
Notice:
Certain statements in this news release may contain forward-looking information within the meaning of Rule 175 under the Securities Act of 1933 and Rule 3b-6 under the Securities Exchange Act of 1934 and are subject to the safe harbor created by those rules. All statements, other than statements of fact, included in this release, including, without limitation, statements regarding potential future plans and objectives of the company, are forward-looking statements that involve risks and uncertainties. Technical complications that may arise could prevent the prompt implementation of any strategically significant plan(s) outlined above. The company cautions that these forward-looking statements are further qualified by other factors including, but not limited to, those set forth in the company's latest Form 10-K filing and other filings with the U S. Securities and Exchange Commission (available at www.sec.gov). The company undertakes no obligation to publicly update or revise any statements in this release, whether as a result of new information, future events, or otherwise.
SAFE HARBOR:
The aforementioned statements and any future correspondence made by InCapta, Inc. (the Company) may be forward-looking in nature, particularly related to the business plans of the Company within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934, and are subject to the safe harbor created by these sections. Actual results may differ materially from projected statements. The Company believes that its primary risk factors include but are not limited to the need for substantial financial requirements; the need to develop effective internal process and system; changes in the overall economy; changes in technology, the number and size of competitors and the mix of products and services offered in its markets; and changes in the law and regulatory policy. Additionally, certain information included in this communication contains statements that are forward-looking, such as statements relating to the future, anticipated direction of the financial service industry, plans for future expansion, various business development activities, planned capital expenditures, future funding sources, anticipated sales growth and potential contracts. These forward statements are subject to a number of known and unknown risks and uncertainties that could cause actual operations or results to differ materially from those anticipated. These risks include, among others, risks associated with unproven sales of the Company's products, risks associated with the consumer products industry and the risks related to the transition to a new management team in certain areas within the current and/or future business(s) of the company. Any errors may be corrected by the company at any time.
These statements are generally identified by the use of words such as "outlook," "believe," "expect," "potential," "continue," "may," "will," "should," "could," "would," "seek," "approximately," "predict," "intend," "plan," "estimate," "anticipate," "opportunity," "pipeline," "comfortable," "assume," "remain," "maintain," "sustain," "achieve" or the negative version of those words or other comparable words. These statements are based on management's current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Risks, uncertainties and other factors include, but are not limited to, those set forth in the Risk Factors section of the Company's Annual Report on Form 10-K and other reports filed by the Company with the SEC, copies of which are available on the SEC's website, www.sec.gov.
CONTACT:
InCapta, Inc.
Gregory Martin
Tel (682) 229-7476
[email protected]
www.InCapta.com
SOURCE: InCapta, Inc.
