Regional Brands Inc (PK) (RGBD) 銘柄情報

RGBD: effective July 26,2016 a one for 1,000 reverse split. Note that stock has been illiquid for months, ie., low to zero volumes. Last closing PPS .045.

http://otce.finra.org/DLSymbolNameChanges

4net Software Inc., FNSI, changed to Regional Brands Inc., RGBD:

http://otce.finra.org/DLSymbolNameChanges

Saw that. I sold between .059 and .07. In at an avg of about .035 over the past couple of years with 118,000 shares. Now out. Figure book value to be about .013 and with no public business plan, the share price could come down anytime. Granted, these new shares are most likely restricted, so the max float is the original share structure of about 9.3 million.

BRONSON STEVEN N Director Apr 08, 2016 Buy $0.01 37,044,068 500,095 42,844,278
4
Apr 28, 2016, 05:47 PM

about Ancora Advisors - http://ancora.net/our_team

That makes the free float at approx 3.8 M extremely small!

http://finance.yahoo.com/news/4net-software-inc-announces-investment-200100624.html

Item 1.01 Entry into a Material Definitive Agreement



SECURITIES PURCHASE AGREEMENT



On April 8, 2016, the Company entered into and closed a Securities Purchase Agreement (the “SPA”) among the Company and Merlin Partners LP, Ancora Catalyst Fund LP, and Steven N. Bronson (collectively the “Purchasers”), whereby the Company sold to the Purchasers the aggregate amount of 370,440,680 shares of common stock, par value $0.00001 (the “Shares” or the “Common Stock”), for the aggregate purchase price of $5,000,000 (including the cancellation of all indebtedness that had been loaned to the Company by Steven N. Bronson to fund operating expenses). A copy of the SPA is attached hereto as Exhibit 10.25 and incorporated herein by reference.





REGISTRATION RIGHTS AGREEMENT



On April 8, 2016, the Company entered into a Registration Rights Agreement (the “RRA”), among the Company and the Purchasers, pursuant to the terms of the SPA. Under the RRA, the Company granted to the Purchasers certain registration rights related to the Shares issued pursuant to the SPA and agreed to certain customary obligations regarding the registration of such Shares, including indemnification. A copy of the RRA is attached hereto as Exhibit 10.26 and incorporated herein by reference.





MANAGEMENT SERVICES AGREEMENT



On April 8, 2016, the Company entered into a Management Services Agreement (the “MSA”), between the Company and Ancora Advisors, LLC, whereby Ancora Advisors, LLC shall provide specified services to the Company in exchange for a quarterly management fee in an amount equal to 0.14323% of the Company’s shareholders’ equity (excluding cash and cash equivalents) as shown on the Company’s balance sheet as of the end of each fiscal quarter of the Company. A copy of the MSA is attached hereto as Exhibit 10.27 and incorporated herein by reference.





The foregoing is only a brief description of the material terms of the SPA, the RRA and the MSA, does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the exhibits attached hereto.





Item 3.02 Unregistered Sales of Equity Securities



Pursuant to the terms of the SPA, on April 8, 2016, in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (including the applicable rules and regulations thereunder, the “1933 Act”), and Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act, the Company sold to the Purchasers the aggregate 370,440,680 shares of Common Stock for the aggregate purchase price of $5,000,000.00.















Item 5.01 Changes in Control of Registrant



The transactions contemplated by the SPA resulted in a change of control of the Company from Steven N. Bronson to Merlin Partners LP, which purchased 240,786,442 shares of Common Stock of the Company for the aggregate purchase price of $3,250,000.00, and Ancora Catalyst Fund LP, which purchased 92,610,170 shares of Common Stock of the Company for the aggregate purchase price of $1,250,000.00 (the “Change of Control”). As a result of Merlin Partners LP’s and Ancora Catalyst Fund LP’s purchase of Common Stock from the Company pursuant to the SPA, Merlin Partners LP and Ancora Catalyst Fund LP collectively beneficially own 87.8% of the total issued and outstanding shares of Common Stock of the Company. Merlin Partners LP and Ancora Catalyst Fund LP are affiliates of Ancora Advisors, LLC. Additionally, the information contained in response to Item 5.02 below is incorporated herein by reference.





Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers



Pursuant to the terms of the SPA, effective April 8, 2016 Leonard Hagan resigned as a Director on the Company’s Board of Directors, and Brian Hopkins and Jeff Anderson were appointed as Directors. Additionally, Steven N. Bronson resigned as the Company’s Chairman of the Board, Chief Executive Officer and President and Brian Hopkins was appointed as Chairman of the Board, Chief Executive Office and President. There was no disagreement between Mr. Hagan and the Company. Messrs. Hopkins and Anderson are affiliated with Ancora Advisors, LLC. A copy of Mr. Hagan’s resignation letter is attached hereto as Exhibit 17.1 and incorporated herein by reference. A copy of Mr. Hagan’s resignation letter is attached hereto as Exhibit 17.1 and incorporated herein by reference. A copy of Mr. Bronson’s resignation letter is attached hereto as Exhibit 17.2 and incorporated herein by reference.



The Company is grateful to Mr. Hagan for his services and wishes him success in all of his future endeavors.







EQUITY INCENTIVE PLAN



On April 8, 2016, the Company adopted the 2016 Equity Incentive Plan (the “Equity Incentive Plan”). The purpose of the Equity Incentive Plan is to promote the interests of the Company and its stockholders by aligning the interests of the participants in the plan, through the ownership of Common Stock, with the interests of the Company’s stockholders, and by enabling the Company to motivate and retain employees, directors, independent contractors and advisors upon whose judgment, initiative, and efforts the financial success and growth of the business of the Company largely depend. The maximum number of shares of Common Stock available for issuance under the Equity Incentive Plan is 135,000,000 Shares. On April 8, 2016, under the Equity Incentive Plan and pursuant to the SPA, the Company granted options to purchase 23,737,615 Shares to Ancora Advisors, LLC and options to purchase 9,351,232 Shares to each of Messrs. Hopkins, Anderson and Bronson. The options vest in sixty (60) equal monthly installments and expire fifteen (15) years from the date of grant. A copy of the Equity Incentive Plan is attached hereto as Exhibit 10.28 and incorporated herein by reference.





Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year



Pursuant to the terms of the SPA, the Company changed its name from 4Net Software, Inc. to “Regional Brands Inc.” (the “Name Change”). Additionally, the Company also increased its authorized number of shares of Common Stock from 100,000,000 to 750,000,000 (the “Share Increase”). In order to effect the Name Change and Share Increase, on April 7, 2016 the Company filed with the State of Delaware a Certificate of Amendment to the Company’s Certificate of Incorporation (the “Charter Amendment”). A copy of the Charter Amendment is attached hereto as Exhibit 3.7 and incorporated herein by reference.















Item 5.07 Submission of Matters to a Vote of Security Holders



On April 7, 2016, Steven N. Bronson, the holder of 62.63% of the Company’s outstanding Common Stock as of March 23, 2016 (the “Record Date”), by written consent in lieu of a special meeting of the Company’s stockholders, in accordance with Section 228 of the Delaware General Corporation Law, approved the SPA, RRA, MSA, Equity Incentive Plan, the Name Change, the Share Increase, and the filing of the Charter Amendment.





Item 8.01 Other Events.



On April 8, 2016, the Company issued a press release announcing (1) the closing of the SPA, (2) the Change of Control, (3) the resignation of Leonard Hagan as a Director on the Company’s Board of Directors and of Steven N. Bronson as Chairman of the Board, Chief Executive Officer and President, (4) the appointment of Brian Hopkins as Chairman of the Board, Chief Executive Officer, and President and (4) the Charter Amendment. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.





Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.



The following Exhibits are hereby filed as part of this Current Report on Form 8-K:





Exhibit Description

3.7 Certificate of Amendment to Certificate of Incorporation of the Company, dated April 7, 2016.

10.25 Securities Purchase Agreement among the Company and Merlin Partners LP, Ancora Catalyst Fund LP, and Steven N. Bronson, dated as of April 8, 2016.

10.26 Registration Rights Agreement among the Company and Merlin Partners LP,Ancora Catalyst Fund LP, and Steven N. Bronson, dated as of April 8, 2016.

10.27 Management Services Agreement between the Company and Ancora Advisors, LLC, dated as of April 8, 2016.

10.28 Regional Brands Inc. 2016 Equity Incentive Plan, dated April 8, 2016.

17.1 Letter of Resignation of Leonard Hagan.

17.2 Letter of Resignation of Steven N. Bronson.

99.1 Press Release, dated April 8, 2016.

ask slowly coming down

thank you for invite/ '4net Software Inc. (FNSI)'

Reading the tea leaves

Well, it has been an interesting few weeks for FNSI. CEO and majority stock holder Steven N. Bronson stepped down as President/CEO of QBAK on May 15, 2015 although he remains chairman. Presumably he has more time on his hands now for other ventures.

On June 9, FNSI traded 250,000 shares at $0.05 after weeks of little or no trading. Don’t know who bought.

On June 23, according to SEC filing Bronson bought 240,000 shares on the open market at .044 and .045. He now owns 5,800,210 of the o/s (9,261,017 shares) or 62.6% of the o/s.

On June 24, Alan Rosenberg stepped down as a director of the company. He did not own any shares. That leaves Leonard Hagan (Hagan & Burns, CPAs, in NYC) as the only other director besides Bronson. Leonard is also a director of BKFG and RDGA, both of which Bronson is also President/CEO. Interestingly, he is not a shareholder of FNSI.

On July 1, FNSI switched auditors from Excelsis Accounting Group (Reno, NV) to Anton & Chia LLP (Newport Beach, CA). Both are PCAOB registered and as a shell Excelsis could do an audit in their sleep of the (non)existing FNSI business line.

Makes sense since Newport Beach is a lot closer to Westlake Village, CA (new FNSI HQ as of March) than Reno, but only if you were switching your line of business. Interestingly, Anton & Chia have a branch office in Westlake Village (as well as Mexico, Canada and Hong Kong. Excelsis (http://excelsisaccounting.com/) industry expertise is in manufacturing, mining, oil/gas/energy, and technology with accounting expertise in tax, litigation, audit and management consulting. Anton & Chia has expertise in hedge funds, acquisition advisory, IPO’s and Reverse Mergers, among other things.

That last item caught my attention.

And that make me wonder about this: http://www.bronsonandco.com

Let's hope so!

illegal, " future home of something quite cool."Something is up, hopefully it will be revealed soon.

Apparently, the 240K shares bought on the 23rd were bought on the open market by CEO Bronson. Interesting...

Big volume today - 250K at .05. Smaller, but significant volume over previous days after weeks of no trading.

Bronson is stepping down as CEO of QBAK http://www.stocktranscript.com/stocks-in-news-jetblue-airways-corporation-nasdaqjblu-dicerna-pharmaceuticals-inc-nasdaqdrna-qualstar-corp-nasdaqqbak-atmel-nasdaqatml-grupo-aeroportuario-del-centro-norte-nasdaq/15717/ Maybe he will devote his newfound time to his other ventures like FNSI.

10Q filed - like clockwork.

ZZZZZZZZZZZZZZZZZ..............

Nice find. All the more reason to tuck this one away for a surprise some day.

wow, great interview, seems very legit!

Just a nice little interview Bronson did on reverse mergers a few years ago. Yet another reason why I like him and when you are taking a stake in one of his shells, this is a legit guy who looks for top value and businesses for his shells, not just any old deal.

http://www.catalystfinancial.com/uploads/2011_News_Release_SNB_Speaks_at_BioWorld_Insight.pdf
Steven Bronson, founder, chairman and CEO of investment banking fi rm Catalyst Financial LLC, said the success of a reverse merger is driven by two factors. The first, and most important, is “execution of the business model,” he said. The shell company is making a bet that the technology being developed by the private firm will work, and in the biotech industry, that’s always a risky bet.

The second factor Bronson cited as critical to the success of a reverse merger is sponsorship. Unlike initial public offerings (IPO), reverse mergers don’t involve investment bankers trotting management around to meet with institutional investors, raising awareness and creating a shareholder base. Thus, like fi rms that go public on a foreign exchange and then transfer to the OTCBB, or those that go public via the Form 10 pathway, visibility and volume can be very low at first.

But “ultimately, it’s about the success of the business,” Bronson said.

You're welcome. You'll find a lot of helpful people across the boards. I've benefitted from many myself.

Thanks for those procedures, and for being so thoughtful here.

Drained, at www.sec.gov Click on either "company filings" in the upper right or just "filings" in the black ribbon. Both take you to the search page. Enter the company name or beginning of the name (in this case - 4net) in the search box and hit return. Great resource and a "must use" resource if you are playing in the market.

Where can I find the SEC filings?

Paying close attention to FNSI. GL ALL!

Drained, this is a clean, fully SEC reporting shell with nearly no debt looking for a r/m partner. So, to answer your question: "Long term" - yes; "investment" - Depends on how you define "investment". If you have extra $$ that you can put into FHSI and park it on the backburner for what could be a couple of years (or more) with the possibility they get a r/m, then, "yes" a risky investment. Others might consider it a lotto ticket with better chances than most shells because it is fully reporting and the CEO has a good track record with Qualstar and Interlink. Most of the DD and public knowledge is in the SEC filings and on this thread. JMO. Not a recommendation to buy or sell; your choice.

Is this good for long term investment?

Got around to updating the address in the iBox

100%, been DD'ing him for years on other boards (BKFG et al.). He is one of the few shell owners I feel very comfortable with and shareholder friendly. Legit plays, just a question of when he gets to things.

By the time these plays move can't get them anywhere near bottom though, which is why I am stocking up at these levels.

But, the fact that his track record with QBAK, BKFG and Interlink is good bodes well for any new ventures. All are above board and transparent companies with real earning and real products This is the 1 in 100 dude on the OTCQB that you want to keep track of.

Hey nice DD illegal over last year, been watching. Like Bronson a lot and his track record, good one for the backburner :)

Yup, same for me much like all of Bronson's companies. Nothing immediate from anything I've seen on this one.

The website changes in the last year that illegal pointed out are very interesting, have other DD I'll post on that, but Bronson's plate is pretty full with Interlink, Qualstar, BKFG at the moment so wouldn't expect anything yet.

The way I'm interpreting this is that there's nothing immediate and FNSI is paying $50 a month for a phone on a desk until an M/A deal crops up. It's on watch for me, nothing more right now.

GLTY
NP

Latest 8-K explains it. They just moved, changed numbers.

50 dollars per month rent for the office. hmmmm.

Besides non-payment (which I doubt) there are other reasons for getting a "non-working number" message. One, is that with some carriers, is that the customer can temporarily suspend the number.

Another reason is that call forwarding was set up, but to an invalid number. That way, the phone number owner can call out, but effectively block all incoming calls. I noticed that number is also used with his other shell RDGA. Neat trick, have considered it myself as I can add another phone to my plan for $10/month. That way as I'm researching potential purchases or shopping prices, I won't get return calls from salesmen who captured my incoming number on their phones or message devices or where I have to list a phone number in an online inquiry.

Same reason I have two personal emails with different providers. It's a valid email that will work with online inquiries that I can check for a response for the info I need, afterwhich it becomes a huge spam folder.

No current M&A activity to my knowledge and have not spoken with the company. They just keep the filings current - not costing Bronson much. He has a good track record with his real companies, so I keep some shares on backburner in case something happens in the future.

Nevermind. Just called the number in their latest filing and it's a non-working number.

GLTY
Np

So you think there is any MA activity in the works? Have you been in contact with the company at all? Looking at this but wondering what their future holds. Yeah that's probably rhetorical.

Nupapa

10Q filed yesterday. Staying current.

A little action Friday - missed that - out sick.

a little tightening on the bid & ask today

Now here is something interesting…

When I last looked at http://www.bronsonandco.com/ on whois in October it had Steven N. Bronson’s contact number and address.

Now it is private http://www.who.is/whois/bronsonandco.com but info still can be found at http://www.aihitdata.com/company/01447E2A/BRONSONANDCO-COM/overview

He’s a financial guy and CEO of FNSI (QBAK, LINK, RDGA and a couple of others), including Bronson & Co., LLC – one need’s to look it up under the California SOS site at http://kepler.sos.ca.gov/ because the record doesn’t have a specific URL. Search under LLCs, and will be on second page.

In 2010, the proposed r/m of Catalyst Financial into BKFG was terminated. http://www.bloomberg.com/apps/news?pid=conewsstory&tkr=BKFG:US&sid=aSwUkFRCVug0.

Looks like it fell thru and perhaps http://www.BronsonandCo.com is a rebranding of Catalyst.

According to last FNSI filing, it is still looking for acquisitions and has had some recent activity at the end of the year.

Now click on the URL http://catalystfinancial.com/ Takes you to http://www.BronsonandCo.com Interesting…

Pure speculation if the events are related, but Bronson is the thread that runs through all of these. WAG, but something is up…

Any additional DD would be helpful if anyone wants to dig into this one.

NITE walking this one down big time

sleeper imo.

.04 x .06 NITE on bid and ask.

Updated address - Effective May 1, 2014, the registrant relocated its principal offices to 3990-B Heritage Oak Court, Simi Valley, California 93063. The registrant's new telephone number is (805) 416-7101.
http://www.sec.gov/Archives/edgar/data/812149/000114420414026944/v376984_8k.htm

Hi volume yesterday - very unusual.

Perhaps .09 x .34