April 18, 2017 (Newswire.com) –
As disclosed in the Form 8-K filed on March 31, 2017 by Ubiquity, Inc., a Nevada corporation (the “Company” or “Ubiquity”) (OTC Link: UBIQ), on March 20, 2017, the Securities and Exchange Commission (“SEC”) announced the temporary suspension of trading in the securities of the Company pursuant to Section 12(k) of the Securities Exchange Act of 1934 (“Exchange Act”). As stated in its release, the SEC temporarily suspended trading in the securities of Ubiquity due to a lack of current and accurate information about the Company.
The Company also disclosed that it was named as a respondent in an Order Instituting Administrative Proceedings (the OIP”) and Notice of Hearing Pursuant to Section 12(j) of the Exchange Act, File No. 3-17884 (the “Hearing”). The purpose of the Hearing before an Administrative Law Judge is to determine whether it is necessary and appropriate for the protection of investors to suspend for a period not exceeding twelve months or revoke the registration, of each class of securities of the Company registered pursuant to Section 12 of the Exchange Act. The Hearing was originally scheduled for April 17, 2017.
On April 7, 2017, the Company, which has been delinquent in its periodic filings following its report for the quarter ended September 30, 2015, filed its Answer to the OIP and advised the SEC and the Administrative Law Judge that it plans to become current by June 30, 2017. On April 11, 2017, the Administrative Law Judge vacated the April 17, 2017 hearing date and issued a scheduling order for the SEC’s intended motion for summary disposition, pursuant to 17 C.F.R. § 201.250(b). The SEC must file its motion by June 15, 2017. The Company’s opposition to the SEC’s motion and the SEC’s reply will be due on July 3, 2017, and July 10, 2017, respectively.
The Company has been recently criticized lately by Strategic Capital Management, Ltd. (“SCM”), an Australian company who holds approximately 5.39% of Ubiquity common stock. SCM encouraged shareholders to attend the Hearing on the original April 17th hearing date which has since been vacated.
In addition, SCM demanded, among other things, that Ubiquity immediately remove the current Board of Directors and replace the Ubiquity Board with three of its own designees, and demanded an explanation for the lack of audited financial statements for the fiscal years ended 2015 and 2016.
In the opinion of the Company and its management, this demand is disingenuous and lacks credibility. Rather, we believe that SCM senior management and their affiliates were, in fact, primarily instrumental in causing the Company to be unable to remain in compliance with its reporting obligations under the Exchange Act. In point of fact:
· SCM officers and Directors own and control companies associated with Ubiquity in that Sprocket HK a Hong Kong based company that held a license to use Ubiquity technology is controlled by the President of SCM and owned by the SCM investor group;
· iWebgate ASX (Now Netlinkz, a pubic company traded on the Australian Stock Exchange, is a sub licensee of Ubiquity through its sublicense agreement with Sprocket HK. iWebgate is also controlled by affiliates of SCM:
· in 2015, SCM and Ubiquity were involved in a commercial dispute in that both Spocket HK and iWebgate, the licensee and sublicensee of Ubiquity, failed to provide an accounting of sales of products licensed from Ubiquity or payment of royalties. This resulted in our ultimately terminating of the license agreement with Sprocket HK;
· Sprocket HK and iWebgate, the SCM controlled firms, failed to respond to numerous requests by Ubiquity and its auditors for financial information over an extended period of time in 2015 and 2016 which prevented our auditors from completing their financial audits in 2015 and through most of 2016, as a result of which we were unable to complete our annual audits and timely file our Form 10-K Annual Reports for fiscal 2015 and 2016 with the SEC. It was only recently that we were able to obtain the required information from Sprocket HK and iWebgate.
In addition, SCM continues to make false statements to shareholders concerning an alleged “April 30, 2017 Ubiquity Shareholders meeting” although no such meeting has been scheduled or noticed by Ubiquity Inc. As indicated in our March 20, 2017 Form 8-K, the Company intends to hold a proper annual shareholders meeting in or about September 2017 following our plan to fully comply with all SEC reporting obligations by June 30, 2017. At such meeting we intend to propose an expanded slate of director including at least three independent directors, and engage the services of additional senior executive officers.
Management of Ubiquity regrets that our stockholders have had to suffer due to our inability to comply with our periodic and annual reporting requirements under the Securities Exchange Act of 1934. As we have publicly stated and have advised the SEC, we will do everything reasonably necessary to become compliant by June 30th and will seek to implement a proposed Restructuring Plan that will hopefully provide liquidity to both Ubiquity and its stockholders. We appreciate your continued indulgence and support.
Based in Irvine, CA, Ubiquity is a vertically integrated, technology-focused media company. Ubiquity’s portfolio of patents and intellectual property covering virtual, augmented, mixed and immersive reality as well as the Internet-of-Things.
To find out more, visit our website at www.ubiquitycorp.com.
Statements in this press release that are not descriptions of historical facts are forward-looking statements that are based on management’s current expectations and assumptions and are subject to risks and uncertainties. In some cases, you can identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should,” “will,” “would” or the negative of these terms or other comparable terminology. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those currently anticipated, including, without limitation, the fact that: we are delinquent in filing our Form 10-K Annual Reports with the SEC and our required quarterly reports since September 30, 2015; our potential inability to raise additional funding as required to execute our business plan; the potential that our common stock may be permanently delisted from trading as a reporting company under the Exchange Act; the possibility that our creditors may sue on defaulted notes in excess of $3.0 million which could cause us to seek relief under the federal bankruptcy law; and the possibility that our common stock may never trade on any recognized securities exchange
These forward-looking statements are made as of the date of this press release, and the Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements, except as required by law.
Chief Financial Officer
Source: Ubiquity Inc.