SEC Suspends Polar Petroleum Corp. l Securities Lawyer 101

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

Reverse Mergers l Corporate Hijacking Scams l Securities Lawyer 101

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

SEC Charges Laidlaw and Its CEO for Securities Violations

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

Ask Securities Lawyer 101 l Short Sale Q & A

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

SEC Issues Trading Suspensions of 61 Companies

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

Bradley Holcom Indicted in $50 Million Securities Offering l Securities Attorney 101

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

SEC Charges Robert Vitale for Lying l Securities Lawyer 101

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

Can Finders Raise Funds without Registration as a Securities Broker?

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

SEC Charges NASDAQ for Facebook IPO l Securities Lawyer 101

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

DTC Chills & Global Locks l Securities Lawyer 101

Securities Lawyer 101 Blog The Depository Trust Company (DTC) is the only stock depository in the United States.  When DTC provides services as the depository for an issuer’s securities, its securities can trade electronically. Without DTC eligibility, it is… Read More

Brenda Hamilton, Securities Attorney, In Linkedin’s Top 1 %

Securities Lawyer 101 Blog Brenda Hamilton, a securities attorney and founder of Hamilton & Associates Securities Lawyers has been honored as a Top 1 Percent LinkedIn Subscriber.  LinkedIn.com reports that Ms. Hamilton’s profile was in the top 1… Read More

Securities Lawyers Gone Wild l Carrillo Huettel

Securities Lawyer 101 Blog On March 15, 2013, the Securities and Exchange Commission (the “SEC”) charged securities law firm Carrillo Huettel and others in an alleged international “pump-and-dump” scheme involving two publicly traded U.S. companies, Pacific Blue Energy Corporation… Read More

The SEC’s Corporate Hijacking Task Force

Securities Lawyer 101 Blog A few weeks ago, the Securities and Exchange Commission (the “SEC”) issued its “Enforcement Initiatives to Combat Financial Reporting and Microcap Fraud and Enhance Risk Analysis.” The SEC release identified financial reporting, microcap fraud and enhancing risk analysis as the… Read More

The SEC Issues Trading Suspension of Southridge Enterprises

Securities Lawyer 101 Blog On Dec 28, 2012, the Securities and Exchange Commission (“SEC”) announced a trading suspension, pursuant to Section 12(k) of the Securities Exchange Act of 1934 (the “Exchange Act”), of the securities of Southridge Enterprises,… Read More

SEC Tips and the Dodd Frank Act l Ask Securities Lawyer 101

Securities Lawyer 101 Blog The Securities and Exchange Commission (“SEC”) frequently receives tips from whistlblowers. SEC tips from whistleblowers are provided in a variety of ways. The SEC tips are primarily received through the SEC’s online TCR form located at  http://www.sec.gov/complaint.shtml … Read More

Rule 504 Q & A l Securities Lawyer 101

What Is Rule 504? Rule 504 of Regulation D is an exemption from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”) for certain companies when they offer and sell securities. How Much… Read More

Regulation FD and Social Media l Securities Lawyer 101 l Blog

On May of 2012, Francesca’s Holdings Corporation announced the termination of its Chief Financial Officer after an internal investigation concluded he had improperly communicated non-public company information over Twitter, which included a tweet that said “Board meeting.  Good numbers =… Read More

SEC Trading Suspensions 101 l Securities Lawyer 101

Securities Lawyer 101 Blog Over a year ago, the Securities and Exchange Commission (“SEC”) in an initiative known as Operation Shell-Expel, the Securities and Exchange Commission (“SEC”) suspended the trading in 379 shell companies in an effort to prevent the companies… Read More

SEC Enters into Deferred Prosecution Agreement l Securities Lawyer 101

Securities Lawyer 101 Blog In January of 2010, the Securities and Exchange Commission (the “SEC”) announced it would strengthen its enforcement program by encouraging greater cooperation from individuals and companies in SEC investigations and enforcement actions.  One of… Read More

Regulation A Lawyers – Regulation A White Paper

For more information about going public and Regulation A, securities law or our other services please contact Hamilton & Associates Law Group, P.A. 01 Plaza Real S, Suite 202 N, Boca Raton, Florida, (561) 416-8956 or by email at [email protected].   This securities law blog post is provided as a general informational service to clients and friends of Hamilton & Associates Law Group and should not be construed as, and does not constitute, legal and compliance advice on any specific matter, nor does this message create an attorney-client relationship. Please note that the prior results discussed herein do not guarantee similar outcomes. Hamilton & Associates Law Group, P.A provides ongoing corporate and securities counsel to private companies and public companies listed and publicly traded on the NASDAQ Stock Market, the NYSE MKT or over-the-counter market, such as the OTC Pink, OTCQB and OTCQX. For two decades the Firm has served private and public companies and other market participants in corporate law matters, securities law and going public matters. The firm’s practice areas include, but are not limited to, forensic law and investigations, SEC investigations and SEC defense, corporate law matters, compliance with the Securities Act of 1933 securities offer and sale and registration statement requirements, including Regulation A/ Regulation A , private placement offerings under Regulation D including Rule 504 and Rule 506 and Regulation S and PIPE Transactions as well as registration statements on Forms S-1, Form F-1,  Form S-8 and Form S-4; compliance with the reporting requirements of the Securities Exchange Act of 1934, including Form 8-A and Form 10 registration statements,  reporting on Forms 10-Q, Form 10-K and Form 8-K, Form 6-K and SEC Schedule 14C Information and SEC Schedule 14A Proxy Statements; Regulation A / Regulation A offerings; all forms of going public transactions; mergers and acquisitions; applications to and compliance with the corporate governance requirements of national securities exchanges including NASDAQ and the New York Stock Exchange (NYSE) and foreign listings; crowdfunding; corporate; and general contract and business transactions. The firm provides preparation of corporate documents and other transaction documents such as share purchase and exchange agreements, stock purchase agreements, asset purchase agreements and reorganization agreements. The firm prepares the necessary documentation and assists in completing the requirements of federal and state securities laws such as SEC, FINRA and DTC for Rule 15c2-11.

Meta Materials (MMAT) Declares Chapter 7 Bankruptcy

On Friday, August 9, 2024, Meta Materials Inc. (MMAT) filed for Chapter 7 bankruptcy. This turn of events was reported only in a Form 8-K filed with the SEC; no press release or announcement on the company website… Read More

Meta Materials Executives, John Brda and George Palikaras, charged with Market Manipulation, Fraud and Other Violations

Thanks to an SEC Complaint filed today, MMTLP shareholders finally have the undisputable evidence needed to point their previously misguided blame for their massive losses at the proper culprits. For months after the Financial Industry Regulatory Authority (“FINRA“)… Read More

PCAOB Imposes a $400,000 Fine and Sanctions MaloneBailey, LLP for Pervasive Quality Control Violations

Less than a month after one of the biggest auditing firms in the public markets, BF Borgers, and its owner, Benjamin Borgers, were permanently banned and fined a combined $14 million by the Securities and Exchange Commission (the… Read More

DTC Eligibility Q&A

The Depository Trust and Clearing Corporation (“DTCC”), through its subsidiaries, provides clearing, settlement and information services for securities. DTCC’s subsidiary, the Depository Trust Company (“DTC”), was created to improve efficiencies and reduce risk in the clearance and settlement… Read More

Hamilton & Associates Law Group: Regulation A+ White Paper

Regulation A+ White Paper www.securitieslawyer101.com   This publication is intended to provide information of general interest to the public and is not intended to offer legal advice about specific situations or problems. Hamilton & Associates Law Group, P.A…. Read More

Stock Manipulation, Bed Bath & Beyond as a Meme Stock, and Ryan Cohen

On Friday, September 2, the man who lived on the 18th floor of 56 Leonard Street in New York’s Tribeca district didn’t go to work or, perhaps, he came home very early. We know only that at about… Read More

Court Enters Judgments Against Promoters in Pump-And-Dump Scheme

The Securities and Exchange Commission announced that the U.S. District Court for the Central District of California entered final judgments against the remaining three defendants in a 2019 SEC action charging them for their alleged roles in a pump-and-dump scheme in the stock of southern California beverage and cannabis company Green Cures & Botanical Distribution, Inc (GRCU).

Short Sale – Q & A – Short Seller Rules – Regulation SHO Lawyers

A short sale transaction can be part of a legitimate trading strategy if done legally. Illegal  Short selling… 

What Is an Accredited Investor Verification Provider?

Accredited Investor Verification – Accredited Crowdfunding Under Rule 506(c) Accredited investor verification is a critical part of the Rule 506(c) also known as the Accredited Crowdfunding exemption. Rule 506(c) of Regulation D of the Securities Act of 1933,… Read More

Form S-1 Registration Statement Requirements – Going Public

Form S-1 registration statements is the most commonly used registration statement form. Form S-1 permits issuers to register various types of offerings and the form can be used by both public and private companies engaged in going public transactions.  A Form… Read More