Securities Lawyer 101 Blog On June 17, 2013, the Securities and Exchange Commission (“SEC”) revoked the registrations of the securities of Avani International Group, Inc. (AVIT), Birch Mountain Resources Ltd. (BHMNF), Capital Reserve Canada Ltd. (CRSVF), Dynasty Gaming Inc…. Read More
Securities Lawyer 101 Blog Boca Raton, Florida, May 20, 2013, GenMedx, Inc., a Nevada corporation announced its new name and trading symbol. GenMedx, Inc. is now Pyramidion Technology Group, Inc. Effective June 19, 2013, the Company commenced trading… Read More
Securities Lawyer 101 Blog In recent weeks, it has been claimed that microcap issuers are the target of rumor mongering by stock bashers working in collusion with market makers and notorious short sellers. It is sometimes difficult to differentiate… Read More
Reverse stock splits are often used by public companies to reduce the amount of securities outstanding. Reverse splits are also used by private companies in corporate restructurings. Typically in a reverse split, a company reduces the number of… Read More
Category: Blog Posts Tags: 15c-211, Dilution, Expert Market, OTC Pink, OTCQB, Public Company, Reverse Merger, reverse stock split, SEC, SEC Action, SEC Administrative Proceeding, Securities and Exchange Commission, Securities Attorney, Securities Fraud, Securities Law Defense, Shell Company, stock scheme, Transfer Agent, Unregistered broker-dealer, US GAAP, zombie ticker
Securities Lawyer 101 Blog The OTCMarkets describes its OTCQX marketplace as the premier tier of the U.S. Over-the-Counter (OTC) markets, providing investors with an objective measure to ide3ntify exceptional OTC-traded companies. The OTCQX U.S. is designated by the OTCMarkets… Read More
Securities Lawyer 101 Blog Private companies seeking to go public are opting to list on the OTC Markets OTC Pink Current tier. Companies seeking to public company status can list on the OTC Pink Current tier without filing… Read More
Category: Blog Posts Tags: Alternative Reporting, Alternative Reporting Requirements, Direct Public Offering, Direct Public Offering Attorney, Direct Public Offering Attorneys, Direct Public Offering Lawyer, Form 211, Form S-1, Form S-1 Attorney, Form S-1 Lawyer, Form SEC, Go Public Direct, Going Public Attorney, Going Public Attorneys, Going Public Lawyer, Going Public Lawyers, Market Maker, OTC Link, OTC Link Lawyer, OTC Markets, OTC Markets Alternative Reporting, OTC Markets and Sponsoring Market Maker, OTC Markets Attorney, OTC Markets Group, OTC Markets Lawyer, OTC Markets Lawyers, OTC Markets Link, OTC Markets Market Maker, OTC Markets OTC Pink, OTC Markets OTCAX, OTC Markets OTCQB, OTC Markets OTCQX, OTC Markets Sponsoring Market Maker, OTC Pink, OTC Pink Attorney, OTC PINK Lawyer, OTC Pink Market, OTC Pink Market lawyer, OTCQB, OTCQB Attorney, OTCQX, OTCQX Attorney, OTCQX Sponsor, OTCQX Sponsor Attorney, Registered Direct Public Offering, Registration Statement, Regulation A, Regulation A Qualification, Regulation A Reporting, Rule 15c2-11, SEC Effectiveness, SEC Qualification, SEC Reporting, SEC Reporting Obligations, SEC Reporting Requirements, Securities Act
Today, the Financial Industry Regulatory Authority (“FINRA”) issued a new Investor Alert concerning investments in alternative hedge funds (“Alternative Funds”). In the altert, FINRA cautioned investors about the unique characteristics and risks of Alternative Funds which are not present in traditional… Read More
Securities Lawyer 101 Blog On June 10, 2013, the Securities and Exchange Commission (the “SEC”) suspended trading in the securities of Polar Petroleum Corp. (“POLR”), a company quoted on the OTC
Category: Blog Posts Tags: OTC Markets, Penny Stock, Polar Petroleum, Polar Petroleum Corp, Pump and Dump. SEC Trading Suspension, SEC Action, SEC Complaint, SEC enforcement, SEC enforcement action, SEC Investigation, SEC Subpoena, Securities and Exchange Commission, Securities Fraud, Toxic Lender, trading suspension, Unregistered Dealer
Foreign private issuers may raise capital in the U.S. by registering an offering registered on a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) or by selling securities that are exempt from the SEC’s registration requirements. Many foreign… Read More
Securities Lawyer 101 Blog Corporate hijackings of public shell companies–also called corporate identity theft–has been around for more than two decades. The public companies taken over in hijackings have become a valuable assets for shell peddlers (frequently securities lawyers & accountants) seeking reverse merger… Read More
Category: Blog Posts Tags: 15c-211, Alternative Reporting Standards, Bad Actor, control person, cusip, custodianship shell, Direct Public Offering, director, dorman shell, DTC Eligibility, Due Diligence, Expert Market, Financial Industry Regulatory Authority, financials, FINRA, Form 211, Form 8-K, initial public offering, officer, OTC Markets, OTC Pink, OTCQB, Public Company, Public Company candidate, Reverse Merger, reverse stock split, SEC, SEC Action, SEC Administrative Proceeding, SEC Attorney, SEC Charges, SEC Claim, SEC Defendant, SEC Defense, SEC Defense Attorney, SEC Defense Lawyer, SEC enforcement, SEC Fraud, SEC Injunction, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, SEC Reporting, SEC Subpoena, SEC Suit, Securities and Exchange Commission, Securities Attorney, Securities Fraud, Securities Law Defense, Shell Company, stock scheme, Transfer Agent, Unregistered broker-dealer, US GAAP, zombie ticker
Securities Lawyer 101 Blog What is Section 5 of the Securities Act of 1933? Section 5 of the Securities Act states that all offers and sales of securities must be registered under the Securities Act or exempt from the… Read More
Category: Blog Posts Tags: Form 144, Legal Opinion, Legend Removal, Legend Removal Opinion, Rule 144, Rule 144 Attorneys, Rule 144 Legal Opinion, Rule 144 legal Opinions, Rule 144 Legend, Rule 144 Legend Opinion, Rule 144 Legend Removal, Rule 144 Opinion, Tradability Opinion, Transfer Agent Opinion
Securities Lawyer 101 Blog On May 16, 2013 the Securities and Exchange Commission (the “SEC”) updated its Established Public Market policy concerning the OTCMarkets OTCQX and OTCQB in its Compliance and Disclosure Interpretations in question 139.13. The SEC confirmed… Read More
Category: Blog Posts Tags: Alternative Reporting, Alternative Reporting Requirements, Direct Public Offering, Direct Public Offering Attorney, Direct Public Offering Attorneys, Direct Public Offering Lawyer, Exchange Act, Form 1-A, Form 1-K, Form 1-SA, Form 1-Z, Form 211, Form S-1, Form S-1 Attorney, Form S-1 Lawyer, Form SEC, Go Public Direct, Going Public Attorney, Going Public Attorneys, Going Public Lawyer, Going Public Lawyers, Market Maker, OTC Markets, OTC Markets Alternative Reporting, OTC Markets and Sponsoring Market Maker, OTC Markets Attorney, OTC Markets Group, OTC Markets Lawyer, OTC Markets Link, OTC Markets Market Maker, OTC Markets OTC Pink, OTC Markets OTCAX, OTC Markets OTCQB, OTC Markets OTCQX, OTC Markets Sponsoring Market Maker, OTC Pink, OTCQX, Registered Direct Public Offering, Registration Statement, Regulation A, Regulation A Qualification, Regulation A Reporting, Rule 15c2-11, SEC Effectiveness, SEC Qualification, SEC Reporting, SEC Reporting Obligations, SEC Reporting Requirements, Securities Act
Securities Lawyer 101 Blog On June 5, 2013, the Securities and Exchange Commission (the “SEC”) charged penny stock issuer, Laidlaw Energy Group. According to the SEC charges, Laidlaw and its CEO, Michael B. Bartoszek sold more than two… Read More
Securities Lawyer 101 Blog Private placements are a cost effective and relatively quick way for private companies to raise capital prior to a going public transaction. They are an appealing option because they are much less expensive and… Read More
Category: Blog Posts Tags: Accredited Investor, Accredited Investor Verification, Accredited Investor Verification Provider, Crowdfund, Crowdfunding, Crowdfunding Capital Raise, Crowdfunding Financing, Crowdfunding Lawyer, Direct Listing, Direct Listing Lawyer, DPO, Equity, Equity Offering, Exempt Offering, Form D, Form D Notice, Go Public, Going Public, IPO, Notice of Sales, offering circular, PPM, PPM Layer, Private Placement, Private Placement Lawyer, Private Placement Memorandum, Regulation Crowdfunding, Regulation Crowdfunding Securities Offering, Regulation D, Regulation D Offering, Regulation D Requirements, Rule 504, Rule 504 Attorney, Rule 504 lawyer, Rule 506, Rule 506 (b), Rule 506 Q & A, Rule 506-c, Rule 506(b), Rule 506(b) attorney, Rule 506(b) lawyer, Rule 506(c), Rule 506(c) lawyer, SEC Registration, SEC Reporting, SEC Reporting Requirements, SEC Rule 506(c)
Short selling can be a legitimate trading strategy. It is often endorsed for its beneficial effects on the securities markets, which include increasing liquidity. It is also criticized. Short sellers profit by identifying companies that are weak or… Read More
Securities Lawyer 101 Blog Form D Question & Answer The most common exemptions used by companies to sell stock prior to going public are those found in Regulation D of the Securities Act. Many private companies going public… Read More
OTC Markets Pink Sheet Q. What are the benefits of listing on the OTC Markets OTC Pink Sheets? A. There are a couple of benefits for companies opting to list on the OTC Pink Sheets. Pink Sheet listings… Read More
Category: Blog Posts Tags: 10-K, 10-Q, 15c-211, Alternative Reporting, Alternative Reporting Requirements, Direct Public Offering, Direct Public Offering Attorney, Direct Public Offering Attorneys, Direct Public Offering Lawyer, Exchange Act, Form 1-A, Form 1-K, Form 1-SA, Form 1-Z, Form 211, Form S-1, Form S-1 Attorney, Form S-1 Lawyer, Form SEC, Go Public Direct, Going Public Attorney, Going Public Attorneys, Going Public Lawyer, Going Public Lawyers, Market Maker, OTC Markets, OTC Markets Alternative Reporting, OTC Markets and Sponsoring Market Maker, OTC Markets Attorney, OTC Markets Group, OTC Markets Lawyer, OTC Markets Link, OTC Markets Market Maker, OTC Markets OTC Pink, OTC Markets OTCQB, OTC Markets OTCQX, OTC Markets Sponsoring Market Maker, OTC Pink, OTCQX, Registered Direct Public Offering, Registration Statement, Regulation A, Regulation A Qualification, Regulation A Reporting, Rule 15c2-11, SEC Effectiveness, SEC Qualification, SEC Reporting, SEC Reporting Obligations, SEC Reporting Requirements, Securities Act
Q. What is The Depository Trust Company (DTC)? A. DTC is the only stock depository in the United States. Q. Why is DTC so important to public companies? A. When DTC provides services as the depository for… Read More
Securities Lawyer 101 Blog In a follow-up to its mass trading suspension of 379 over-the-counter issues on May 14, 2012, the SEC today announced the second largest trading suspension in its history as it continues its “Operation Shell… Read More
Securities Lawyer 101 Blog Foreign companies seeking access to the U.S. public markets have several options in going public transactions. Often, foreign companies seeking to raise capital from investors obtain public company status in the U.S. to attract… Read More
Category: Blog Posts Tags: Direct Listing, Direct Listing Requirements, Direct Public Offering, Foreign Company, Foreign Issuer, Foreign Private Issuer, Form 10, Form F-1, Form F-1 Attorney, Form F-1 Attorneys, Form F-1 Capital, Form F-1 Capital Raise, Form F-1 Law Firm, Form F-1 Law Firms, Form F-1 Lawyer, Form F-1 lawyers, Form F-1 Offering, Form F-1 Prospectus, Form F-1 Quiet Period, Form F-1 Registered Offering, Form F-1 Registered Offerings, Form F-1 Registration Statement, Form F-1 Registration Statements, Form F-1 Resale, Form F-1 Resales, Form F-1 Selling Shareholder, Form F-1 Selling Shareholder Requirements, Form F-1 Selling Stockholder, Form F-1 Selling Stockholder Requirements, Form S--1 filing, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Capital, Form S-1 Capital Raise, Form S-1 filing requirements, Form S-1 Law Firm, Form S-1 Law Firms, Form S-1 Lawyer, Form S-1 lawyers, Form S-1 Listing, Form S-1 Offering, Form S-1 Prospectus, Form S-1 Quiet Period, Form S-1 Registered Offering, Form S-1 Registered Offerings, Form S-1 Registration Statements, Form S-1 Resale, Form S-1 Resales, Form S-1 Selling Shareholder, Form S-1 Selling Shareholder Requirements, Form S-1 Selling Stockholder, Form S-1 Selling Stockholder Requirements, Form S-1. Registration Statement, Go Public, Go Public Attorney, Go Public Lawyer, Going Public, Going Public Attorney, Going Public Attorneys, Going Public Law Firm, Going Public Lawyer, Going Public Lawyers, Listing, OTC Markets, OTC Markets OTCQB, OTC QB, Prospectus, Prospectus Requirements, Regulation A, Regulation A Attorney, Regulation A Attorneys, Regulation A Lawyer, Regulation A Lawyers, Regulation CF, Regulation S-K, S-1, S-1 Filing, S-1 Going Public, S-1 Registration, S-1 SEC Filing, SEC Quiet Period, SEC Reporting, SEC Reporting Obligations
Securities Lawyer 101 Blog On May 15, 2013, the U.S. District Court for the Southern District of California charged Bradley Holcom with eight counts of mail fraud, four counts of wire fraud, and one count of securities fraud… Read More
On May 30, 2013, the Securities and Exchange Commission (the “SEC”) announced Robert Vitale, the subject of an SEC enforcement inquiry plead guilty to criminal charges by the Justice Department for obstructing justice and lying to SEC attorneys investigating… Read More
Companies seeking capital are frequently approached by finders who offer to find investors in exchange for a percentage of funds raised. Most finders are not registered as broker-dealers with the Securities and Exchange Commission (the “SEC”). The possibility of… Read More
Securities Lawyer 101 Blog Form 10-Q is used to file quarterly reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”). Rules 13(a)-13 and 15(d)-13, which require that SEC reporting issuers file… Read More
Category: Blog Posts Tags: 10-Q Report, Direct Listing, Direct Listing Requirements, Direct Public Offering, Foreign Company, Foreign Issuer, Foreign Private Issuer, Form 10, Form 10-Q, Form 10-Q Periodic Report, Form F-1, Form F-1 Attorney, Form F-1 Attorneys, Form F-1 Capital, Form F-1 Capital Raise, Form F-1 Law Firm, Form F-1 Law Firms, Form F-1 Lawyer, Form F-1 lawyers, Form F-1 Offering, Form F-1 Prospectus, Form F-1 Quiet Period, Form F-1 Registered Offering, Form F-1 Registered Offerings, Form F-1 Registration Statement, Form F-1 Registration Statements, Form F-1 Resale, Form F-1 Resales, Form F-1 Selling Shareholder, Form F-1 Selling Shareholder Requirements, Form F-1 Selling Stockholder, Form F-1 Selling Stockholder Requirements, Form S--1 filing, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Capital, Form S-1 Capital Raise, Form S-1 filing requirements, Form S-1 Law Firm, Form S-1 Law Firms, Form S-1 Lawyer, Form S-1 lawyers, Form S-1 Listing, Form S-1 Offering, Form S-1 Prospectus, Form S-1 Quiet Period, Form S-1 Registered Offering, Form S-1 Registered Offerings, Form S-1 Registration Statements, Form S-1 Resale, Form S-1 Resales, Form S-1 Selling Shareholder, Form S-1 Selling Shareholder Requirements, Form S-1 Selling Stockholder, Form S-1 Selling Stockholder Requirements, Form S-1. Registration Statement, Go Public, Go Public Attorney, Go Public Lawyer, Going Public, Going Public Attorney, Going Public Attorneys, Going Public Law Firm, Going Public Lawyer, Going Public Lawyers, Listing, Periodic Reporting Requirements, Periodic Reports and Filings, Prospectus, Prospectus Requirements, Regulation A, Regulation A Attorney, Regulation A Attorneys, Regulation A Lawyer, Regulation A Lawyers, Regulation CF, Regulation S-K, S-1, S-1 Filing, S-1 Going Public, S-1 Registration, S-1 SEC Filing, SEC Quiet Period, SEC Reporting, SEC Reporting Obligations, SEC Reporting Requirements
Securities Lawyer 101 Blog On May 29, 2013, the SEC charged NASDAQ with violating the securities laws as a result of its poor systems and decision-making during the initial public offering (IPO) and secondary trading of Facebook’s common shares. NASDAQ has… Read More
Category: Blog Posts Tags: Accredited Investor, Accredited Investor Verification, Accredited Investor Verification Provider, Crowdfund, Crowdfunding, Crowdfunding Capital Raise, Crowdfunding Financing, Crowdfunding Lawyer, Direct Listing, Direct Listing Lawyer, DPO, Equity, Equity Offering, Exempt Offering, Form D, Form D Notice, Go Public, Going Public, IPO, nasdaq, NASDAQ Lawyer, NASDAQ Stock Exchange, Notice of Sales, nyse, NYSE Lawyer, offering circular, PPM, PPM Layer, Private Placement, Private Placement Lawyer, Private Placement Memorandum, Regulation Crowdfunding, Regulation Crowdfunding Securities Offering, Regulation D, Regulation D Offering, Regulation D Requirements, Rule 504, Rule 504 Attorney, Rule 504 lawyer, Rule 506, Rule 506 (b), Rule 506 Q & A, Rule 506-c, Rule 506(b), Rule 506(b) attorney, Rule 506(b) lawyer, Rule 506(c), Rule 506(c) lawyer, SEC Registration, SEC Reporting, SEC Reporting Requirements, SEC Rule 506(c)
In going public transactions, issuers who qualify as Smaller Reporting Companies should take advantage of the benefits of such status. The disclosures required to be included in a company’s initial registration statement, Form 10-K and/or proxy statement, and the cost as well as amount of time involved in preparing these SEC filings, can be significantly reduced as a result of electing Smaller Reporting Company status. In order to have Smaller Reporting Company status during its going public transaction, the company must check the “smaller reporting company” box on the cover page of its registration statement on Form S-1.
Category: Blog Posts Tags: Direct Listing, Direct Listing Requirements, Direct Public Offering, Foreign Company, Foreign Issuer, Foreign Private Issuer, Form 10, Form F-1, Form F-1 Attorney, Form F-1 Attorneys, Form F-1 Capital, Form F-1 Capital Raise, Form F-1 Law Firm, Form F-1 Law Firms, Form F-1 Lawyer, Form F-1 lawyers, Form F-1 Offering, Form F-1 Prospectus, Form F-1 Quiet Period, Form F-1 Registered Offering, Form F-1 Registered Offerings, Form F-1 Registration Statement, Form F-1 Registration Statements, Form F-1 Resale, Form F-1 Resales, Form F-1 Selling Shareholder, Form F-1 Selling Shareholder Requirements, Form F-1 Selling Stockholder, Form F-1 Selling Stockholder Requirements, Form S--1 filing, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Capital, Form S-1 Capital Raise, Form S-1 filing requirements, Form S-1 Law Firm, Form S-1 Law Firms, Form S-1 Lawyer, Form S-1 lawyers, Form S-1 Listing, Form S-1 Offering, Form S-1 Prospectus, Form S-1 Quiet Period, Form S-1 Registered Offering, Form S-1 Registered Offerings, Form S-1 Registration Statements, Form S-1 Resale, Form S-1 Resales, Form S-1 Selling Shareholder, Form S-1 Selling Shareholder Requirements, Form S-1 Selling Stockholder, Form S-1 Selling Stockholder Requirements, Form S-1. Registration Statement, Go Public, Go Public Attorney, Go Public Lawyer, Going Public, Going Public Attorney, Going Public Attorneys, Going Public Law Firm, Going Public Lawyer, Going Public Lawyers, Listing, OTC Markets, OTC Markets OTCQB, OTC QB, Prospectus, Prospectus Requirements, Regulation A, Regulation A Attorney, Regulation A Attorneys, Regulation A Lawyer, Regulation A Lawyers, Regulation CF, Regulation S-K, S-1, S-1 Filing, S-1 Going Public, S-1 Registration, S-1 SEC Filing, SEC Quiet Period, SEC Reporting, SEC Reporting Obligations, Smaller Reporting Company
Securities Lawyer 101 Blog Since 2010, allegations of securities fraud involving Chinese reverse merger companies have mounted. By December 31 2012, the auditors of at least 67 China-based U.S. public companies had resigned, and 126 China- based public… Read More
Category: Blog Posts Tags: Form S-1 Selling Stockholder, Form S-1 Selling Stockholder Requirements, Form S-1. Registration Statement, Go Public, Go Public Attorney, Go Public Lawyer, Going Public, Going Public Attorneys, Going Public Lawyer, Going Public Lawyers, going public transactions, initial public offering, IPO, Prospectus, Prospectus Requirements, public vehicle, pump and dump, Regulation S-K, Reverse Merger, Rule 144, Rule 6490, S-1, S-1 Going Public, SEC, SEC Action, SEC Administrative Proceeding, SEC Attorney, SEC Award, SEC Bounty, SEC Claim, SEC Defendant, SEC Defense, SEC Division of Enforcement, SEC enforcement, SEC Fraud, SEC Injunction, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, SEC Quiet Period, SEC Registration Statement, SEC Reporting Requirements, SEC Trading Suspension, SEC Whistleblower, SEC whistleblower Award, SEC whistleblower bounty, Securities and Exchange Commission, Securities Attorney, Securities Fraud, Securities Law Defense, Securities Lawyer, securities offerings, Shell Company, shell hijacking, shell peddler, stock manipulation, stock promotions, stock registration, Toxic Convertible Note, toxic debt, toxic financing, Toxic Financings, toxic funding, trading suspension, unregistered stock
Securities Lawyer 101 Blog On May 15, 2013, Dejun “David” Zou and Jianping “Amy” Qiu settled the enforcement action brought by the Securities and Exchange Commission stemming from their alleged looting of Chinese reverse merger company, RINO International Corp. According to… Read More
Securities Lawyer 101 Blog On April 2, 2013, the SEC released a report on the use of social media by public companies, in which it clarified that public companies may use social media such as Twitter and Facebook… Read More
Securities Lawyer 101 Blog Investor relations or stock promotion involves the dissemination of information about a public company to increase its stock price and trading
Category: Blog Posts Tags: SEC Complaint, SEC enforcement, SEC enforcement action, SEC Investigation, SEC Subpoena, Section 17(b), Securities Act Section 17(b), Securities and Exchange Commission, Securities Fraud, Stock Scalping, Toxic Lender, Unregistered Dealer
