Private Placement Memorandums Q & A – Going Public Lawyers

A Private Placement Memorandum (“PPM”) is also referred to as a confidential offering circular or memorandum.  PPM’s are used by private companies in going public transactions and by existing public companies to raise capital by selling either debt or… Read More

What is in a Regulation A 1-A Offering Circular?

On March 25, 2015, the Securities and Exchange Commission (“SEC”) adopted amendments to Regulation A pursuant to the mandate of Section 401(a) of the JOBS Act. These amendments included revamping Form 1-A for Regulation A offerings. Amended A+ was… Read More

Massachusetts Adopts Emergency Crowdfunding Exemption

The Massachusetts Division of Securities has adopted an emergency intrastate crowdfunding exemption. The new exemption was developed to stimulate job growth for small Massachusetts companies by removing restrictions and allowing greater access to capital with fewer restrictions. The Massachusetts… Read More

FINRA Proposes New Rules For Algorithmic Trading Strategies

FINRA is proposing new rules that will impact algorithic trading strategies. If an individual performs a trade on another person’s behalf, that associated person is required to register with FINRA as an equity trader. The Financial Industry Regulatory Authority… Read More

Cashflowbot.com Operator Charged In Ponzi Scheme

On April 14, 2015, the operator of a website at Cashflowbot.com was charged in a ponzi scheme. According to the SEC charges, the perpetrator of the ponzi scheme raised money from more than 3,000 investors between January 2012 and… Read More

SEC Issues Trading Suspensions of 25 Issuers

On April 10, 2015, the Securities and Exchange Commission (“SEC”) announced the temporary suspension of trading in the securities of the following issuers, commencing at 9:30 a.m. EDT on April 10, 2015, and terminating at 11:59 p.m. EDT… Read More

OTC Markets OTC Pink Sheets Q & A – Going Public Lawyers

Posted By Brenda Hamilton, Securities Lawyer In May of 2014, the OTC Markets Group approved new listing requirements for companies seeking quotation of their securities on the OTCQB® Venture Stage Marketplace.  To be quoted on the OTCQB® issuers must have… Read More

What State Laws Apply To Regulation A+ Offerings?

On March 25, 2015, the Securities and Exchange Commission (“SEC”) adopted amendments to Regulation A pursuant to the mandate of Section 401(a) of the JOBS Act. Amended Regulation A known as “Regulation A+”, expands and modernizes former Regulation… Read More

Big Apple Consulting, Mark Jablon and Mark Kaley Lose Appeal

On April 9, 2015, the U.S. Court of Appeals for the Eleventh Circuit upheld a lower court’s ruling in the U.S. Securities and Exchange Commission v. Big Apple Consulting USA Inc., MJMM Investments, LLC, Marc Jablon and Mark… Read More

Jonathan Bryant Ordered to Pay Over $3 Million For 8000 Inc Scam

The Securities and Exchange Commission (the “SEC”) announced that on April 7, 2015, the U.S. District Court for the Southern District of New York entered a final judgment against Jonathan E. Bryant which ordered him to pay $3,168,184.70… Read More

Going Public With Regulation A+ – Going Public Attorneys

On March 25, 2015, the Securities and Exchange Commission (the “SEC”) adopted amendments to Regulation A pursuant to the mandate of Section 401(a) of the JOBS Act.  The amended rules known as Amended A+ were adopted to facilitate… Read More

SEC Charges Vadda Energy Corporation With Oil And Gas Fraud

On April 10, 2015, the Securities and Exchange Commission (“SEC”) charged Mieka Energy Corporation, and its founder and president Daro Ray Blankenship, with fraudulently offering oil and gas investments. Two of Mieka’s salesmen, Robert William Myers, Jr. and… Read More

SEC Obtains Officer-Director and Penny Stock Bar Against Michael Cohen

  On March 6, 2015, the Securities and Exchange Commission (“SEC”) announced that the United States District Court of New Jersey entered a judgment against Michael M. Cohen. Cohen received a lifetime officer-director bar, lifetime penny stock bar and… Read More

SEC Issues Trading Suspension of Triumph Ventures – TRVX

On April 10, 2015, the Securities and Exchange Commission (“SEC”) announced the trading suspension, pursuant to Section 12(k) of the Securities Exchange Act of 1934 (“Exchange Act”), of trading in the securities of Triumph Ventures Corp. (“Triumph Ventures”)… Read More

SEC Approves FINRA Rule Allowing Transaction Based Compensation

The Securities and Exchange Commission (“SEC”) recently approved Rule 2040 proposed by the Financial Industry Regulatory Authority (“FINRA”) which applies to the payment of transaction based compensation to unregistered persons by member firms.  Rule 2040 will allow member firms to… Read More

SEC Issues Trading Suspension of eCareer Common Shares

On April 8, 2014, the Securities and Exchange Commission (“SEC”) announced the temporary trading suspension of eCareer Holdings, Inc. of Boca Raton Florida. The trading suspension was issued pursuant to Section 12(k) of the Securities Exchange Act of… Read More

SEC Charges Brian Polito With Oil and Gas Fraud

The Securities and Exchange Commission (“SEC”) Division of Enforcement filed suit against GC Resources, LLC and Brian J. Polito for oil and gas fraud.  According to the allegations, Polito defrauded investors through the sale of interests in oil… Read More

OTC Markets Q & A – Going Public Lawyers

Posted By Brenda Hamilton, Securities Lawyer The OTC Markets offer several different tiers for companies to choose from when considering their services. These are the OTCQX, OTCQB and OTC Pink marketplaces.  Companies that are trading on the OTC… Read More

Broker Turned Bank Robber Sanctioned by the SEC

The Financial Industry Regulatory Authority (“FINRA”) and the Securities and Exchange Commission (“SEC”) regularly discipline errant brokers and financial advisers, but Leonard Eric Burd’s case is unusual by any standard.  On March 31, the SEC announced that it… Read More

SEC Subpoenas 101 – Securities Attorneys

Receiving a Securities and Exchange Commission (“SEC”) subpoena is a new and uncomfortable experience for most market participants. A SEC subpoena is an indication that the Division of Enforcement is investigating potential violations of the federal securities laws. SEC subpoenas… Read More

Direct Public Offering Q & A – Going Public Lawyers

Going public transactions can be structured numerous ways. The going public process is a complicated & intricate procedure, and it is important to have an experienced securities attorney to help your company navigate through the process and deal with the Securities… Read More

Brenda Hamilton Featured By Intuit About Direct Public Offerings and Going Public

Intuit Inc., a provider of small business software solutions, including QuickBooks, tackles accounting, taxes, budgets, and personal finances with TurboTax. Quicken featured an interview with  Securities Attorney Brenda Hamilton.* Brenda Hamilton practices Securities Law focusing on Direct Public Offerings… Read More

FINRA Sanctions Short Seller – Securities & Going Public Attorneys

Short sale conspiracy theorists will be pleased to learn that on March 25, 2015, The Financial Industry Regulatory Authority (FINRA) announced sanctions of $916,000 against Short Seller, First New York Securities L.L.C. for short selling ahead 14 public… Read More

SEC Charges 22 Unregistered Broker-Dealers-Going Public Attorneys

The Securities and Exchange Commission (SEC) Division of Enforcement is pursuing unregistered broker-dealer activity which runs rampant in the penny stock markets.  With a reduction of the number of small broker-dealers, there have been limited sources of capital… Read More

The Going Public Attorney’s Document Review

Securities Lawyer 101 Blog The securities laws require companies to disclose a myriad of facts during the going public process.  These disclosures are most often prepared by the company’s going public attorney. These stringent disclosure requirements apply to… Read More

SEC Issues Trading Suspension of Winsonic Digital Media Group

The Securities and Exchange Commission (SEC) announced the temporary trading suspension, pursuant to Section 12(k) of the Securities Exchange Act of 1934 (“Exchange Act”), of trading in the securities of Winsonic Digital Media Group, Ltd. (WDMB), commencing at 9:30… Read More

FINRA Reveals Fraud Victims Suffer Stress, Anxiety and Depression

Recently, the FINRA Investor Education Foundation issued a new research report about the impact of financial fraud on its victims. FINRA’s report revealed that nearly two thirds of self-reported financial fraud victims experienced at least one non-financial cost of… Read More

Why Is There A Q On My Ticker Symbol?

When a company is involved in bankruptcy proceedings, the letter “Q” is added to the end of the company’s stock ticker/trading symbol. More often than not, bankruptcy is the kiss of death for a public company. In most… Read More

What Is Schedule 13D? Going Public Attorneys

When a person or group of persons acquires beneficial ownership of more than 5% of a voting class of a company’s equity securities registered under Section 12 of the Securities Exchange Act of 1934 (“Exchange Act”), they are… Read More

Bad Actor Waivers- Regulation A+ – Rule 506 – Going Public

On March 13, 2015, the Securities and Exchange Commission (SEC) provided guidance addressing waivers of disqualification for bad actors under Regulation A and Rules 505 and 506 of Regulation D of the Securities Act of 1933, as amended. A waiver… Read More