From the text of his responses in the multiple 8-K's, you can see the SEC was in regular contact with him and clearly told him to stop. He pushed back, but to no avail.

The Company was not a registrant, but yet was filing a form restricted to registrants and, most importantly, claimed the company was a registrant. That is what was getting him in potential trouble. The company stopped filing fairly quickly.

He is now throwing up crap as a personal filer. The rules regarding insider filings are less cut and dried, so he is allowed to continue filing Form 4s.

Actually, he didn't.

He did file an SEC registration statement, but then withdrew it because it was bogus, so he did have the right to file at one time. But, he stopped filing in 2021. IIRC, the SEC threatened to charge him with fraud because he had not refiled a new registration statement, and therefore was not a registrant as his filings claimed. I think they may have even yanked his EDGAR codes. This was discussed in detail back then.

That is exactly what I mean by "eventually" and proves my point. Sjnce then, the SEC has taken a much tougher approach to EDGAR access, and has proposed even stricter restrictions on access to try to prevent this kind of fraudulent BS.

So what? Just because there is a link available on the SEC's website doesn't mean anyone can use it. It isn't legal unless they are registered. Companies just can't do whatever they want. There are laws.

And if they break them, there are consequences. Eventually, when it comes to the SEC.

Pink current has nothing to do with the SEC. OTCMarkets is not a regulator. They are a stock promotions company. Their alternative disclosure (which are NOT filings, BTW) mean nothing to the SEC.

If that company has never been registered with the SEC, then the S-1, or another registration statement, would certainly be required to complete the initial registration process with the SEC.

If the company was once an SEC registrant, then the S-1 could legitimately be used for a public offering and resumption of SEC reporting requirements.

What is the ticker?

If you don't know why the ticker is important, than you don't understand the applicable securities regulations and you PM is worthless.

GameStop CEO Ryan Cohen to Pay Nearly $1 Million Penalty to Settle Antitrust Law Violation

https://www.ftc.gov/news-events/news/press-releases/2024/09/gamestop-ceo-ryan-cohen-pay-nearly-1-million-penalty-settle-antitrust-law-violation

Today, the Federal Trade Commission announced that Ryan Cohen, managing partner of RC Ventures, LLC, and Chairman and CEO of GameStop Corp., will pay a $985,320 civil penalty to settle charges that his acquisition of Wells Fargo & Company (Wells Fargo) shares violated the Hart-Scott-Rodino (HSR) Act.

According to the complaint, Cohen, who is also the founder and former CEO of Chewy, Inc., acquired more than 562,000 Wells Fargo voting securities resulting in aggregated holdings of Wells Fargo securities that exceeded HSR filing thresholds. Cohen’s purchase triggered an obligation to file an HSR form with federal antitrust agencies and wait before completing the acquisition. Yet Cohen failed to do so, which violated the HSR Act, according to the complaint.

The HSR Act requires companies and individuals to report large transactions, including securities acquisitions, over a certain threshold to the FTC and DOJ so that the federal agencies can investigate the deals before they close. The agencies have 30 days after a transaction has been reported to conduct an initial investigation and file a “second request” demand for additional information. It is generally illegal to finalize an acquisition during this investigatory period. The maximum civil penalty for an HSR violation at the time Cohen made the corrective filing was currently $43,792 per day.

According to the complaint, Cohen’s acquisition of Wells Fargo voting securities was not exempt under the Investment-Only Exemption of the HSR Act, even though his holding represented less than 10 percent of the outstanding voting securities of Wells Fargo.

When acquiring the Wells Fargo shares Cohen intended to influence Wells Fargo’s business decisions as evidenced by Cohen’s emails when he advocated for a board seat. After acquiring the shares, Cohen proceeded to have periodic communications with Wells Fargo’s leadership regarding suggestions to improve Wells Fargo’s business and to advocate for a potential board seat, according to the complaint.

The Commission vote to accept the settlement and refer the matter to the Department of Justice for filing was 5-0. The Department of Justice filed the complaint and proposed stipulated order on the FTC’s behalf in the U.S. District Court for the District of Columbia.

As required by the Tunney Act, the proposed settlement, along with a competitive impact statement, will be published in the Federal Register. Any person may submit written comments concerning the proposed settlement during a 60-day comment period to Maribeth Petrizzi, Special Attorney, United States, c/o Federal Trade Commission, 600 Pennsylvania Avenue, NW, Washington, DC 20580 bccompliance@ftc.gov. At the conclusion of the 60-day comment period, the U.S. District Court for the District of Columbia may approve the proposed settlement upon finding that it is in the public interest.

The Federal Trade Commission works to promote competition, and protect and educate consumers. The FTC will never demand money, make threats, tell you to transfer money, or promise you a prize. You can learn more about how competition benefits consumers or file an antitrust complaint. For the latest news and resources, follow the FTC on social media, subscribe to press releases and read our blog.

The final rule was approved this morning.

The new minimum tick size for Exchange traded stocks over $1 will be $0.005 for most stocks. Some will be $0.015.

This new rule will also apply to all OTC trading for the first time, so no more $0.0001 increments for listed stocks over $1.

The new rule will implement in November 2025.

In many cases, they don't come back by choice. Wherever they flee to doesn't want them and strongly "encourages" them to get on the airplane to return to the US where the Feds are always waiting at the gate as that country has let them know in advance.

Most of the time, the accused find a "voluntary" return preferable to getting arrested and spending time in a foreign prison awaiting extradition.

It is about time. But, from reading the other media reports, I think the SEC is in second (or even third) place here. I think the DOJ spearheaded their own investigation into his fraud and he was indicted by a Grand Jury yesterday. The SEC just followed on with civil charges, but the State of West Virginia hit him long before this. Miller fled the US 2 years ago, likely because he knew the Feds were going to charge him. He only returned in August and was immediately arrested by the FBI and jailed.

Even so, it would certainly be nice if the SEC and other regulators paid a lot more attention to the new popular social media outlets for pumping and fraud, including TikTok, Discord, etc.

Paid (and usually undisclosed) pumping is part of the current toxic convertible playbook.

I would bet most anything that all those pumpers are being paid under the table, either directly or indirectly, by one or more of the toxic convertible holders.

I didn't even have to look at the filing to know the dilution is the work of toxic convertibles.

To no one's surprise, ASII is a big issuer of the toxics. A lot of the most popular names there, including our new favorite, 1800 Diagonal Lending LLC. But I also notice Jefferson Street Capital on there. That is an interesting name in the lending business. Besides already being involved in some lawsuits from their penny stock clients, Jefferson Street is owned by Brian Goldberg, who not only is currently registered with FINRA as an investment banker, but is also an ex-Lucosky Brookman associate. No question where he learned the trade.

That unintelligible word salad is giving me indigestion.

Someone didn't get the SEC's "Plain English" memo.

I think Hindenburg gets most, if not nearly all of them, right. But, the market does not always consider Hindenburg's investigative results as important as they do. So, on some stocks, they may be completely right, but the market just doesn't find that information as material as they do (or should be), so the stock price doesn't react quite as they expect and they don't make the kind of profit (at least in the short-term) as they anticipated.

Freedom Holdings comes directly to mind. Although in that case, I think a nation/state and its related actors are artificially propping that stock price up to counter Hindenburg's investigation.

For Super Micro, rumors about their accounting regressing back to the pre-SEC charges stage have been flying around for awhile. Hindenburg's recent report was not that much of a surprise, as many others have made similar statements over the last year or more.

All of this is immaterial as far as the stock and stockholders are concerned, as their will be no funds for shareholders post-liquidation, and the stock will be cancelled.

The stock is worthless. That will not change. Anyone left holding shares will lose 100% of their investment.

The OTC short reports "service" is completely bogus, if not outright fraudulent.

They intentionally confuse short volume with short interest. Not the same thing, but they pretend it is.

Short interest is actually the shares borrowed and sold short (as well as FTD's, which in pink sheet stocks usually FAR outweighs the number of shares actually sold short for profit. And most of those FTD's are resolved within days as they are often a result of delays with the TA clearing specific kinds of shares). Short volume is nothing more than the shares the MM's transact during the day when they don't have the shares long in house. In 99% of the trades, the short position is covered immediately (as in seconds, if not a fraction of a second) after the original trade is made, but the short volume numbers are cumulative, not net. So at the end of the trading day, usually every single share recorded as short interest was already covered and the result is net zero.

The irony is that high short volume is actually the opposite what the pumpers claim it is. Shares being dumped into the market, particularly through convertibles, leads to very high short volume because the MM's don't have the stock in hand when they make the trades through the day. They cover it all at the end with the convertibles all at once. Again, that misrepresentation is often intentional, as they want to fool buyers into taking the stock they are dumping by claiming it is shorting that will eventually have to be covered, thus driving up the stock price.

Something else to enjoy from Brian McLain. Before he started shilling obvious penny stock scams and helping take people's money, he was a victim himself. No honor whatsoever.

https://www.sec.gov/comments/s7-08-09/s70809-1478.htm

I guess that is his way of "getting his money back".

And don't forget he stated as FACT that Mclain already sold all 100,000,000 of those shares at $0.001.

Which is clearly not the case.

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=174961944

No, you are wrong again.

Not every Form 144 is "created equal" due to the regulations which govern it, including Rule 144.

The specific circumstances of each company that is the subject of the filing actually matter.

Therefore, you blocking out the name of the company made accurate analysis of the form impossible.

There, is that answer good enough for you?

Yes, it sure is.

And I am also sure many insiders, not just the Form 144 filing individual in question, would LOVE to dump more shares in the market. But they need suckers (I mean "investors") to buy the shares they are dumping.

Doesn't look like it is happening, which explains why they gave 2 BILLION shares to Brian Mclain for pumping (I mean "awareness")..

Of course that is what he wants it to mean, and on KEGS he already stated it was FACT.

He is simply just ignoring us and the actual truth to fit his agenda.

Yes, I know, but since that mistake was never fixed in the Form 144/A, just like the mistake on the calculation of the Aggregate Market Value, it MUST be true!

Or are we expected to believe that the misspelling of his name was really a mistake, but the obvious miscalculation of the value was correct?

That poster can't have it both ways.

It wasn't hard to figure out what company the Form 144 referred to. In fact, the information you intentionally omitted was very important for context and why you were wrong. Nice try, though.

There are other mistakes in that Form 144/A that also haven't been fixed.

So his name is now Brin? It hasn't been changed, so it must be FACT!

I suggest you stop cherry picking bogus facts and stick to the truth.

You are both wrong.

And it isn't our job to "fix" anything over there on KEGS.

But what does it matter? The Aggregate Market Value has ZERO to do with what the stock may be sold for.

ZERO.

Those shares clearly did not sell. Look at the reported trading volume since the 144 was filed. On top of that, every trade was at $0.0001.

That broker is an idiot. He either has no clue what he is talking about, or you misinterpreted what he said. Is he the same broker than filed that 144 that is full of errors? If so, that would explain a lot.

My god, you are thick. Or just playing stupid. I can't tell which.

Even though I and others here proved you were wrong in your interpretation of Rule 144, you posted on KEGS those shares were sold for $0.001. They weren't. Check the volume and price.

There is no intentional misstatement of fact considering that Form 144 if full of errors, such as the guy's name for one. I believe they miscalculated the market value, which was really $10,000. But regardless, it doesn't matter. Those shares HAVE NOT BEEN SOLD. Some of them perhaps, but as I proved, the stock hasn't traded anywhere near 100,000,000 shares since the Form was filed. Even if every single share sold since then was Brian Mclain selling, he still would be holding around 50 million of the 100 million. And those all traded at $0.0001. The tape doesn't lie.

You really need to come clean on KEGS and admit your "facts" are wrong.

Your stock broker friend is an idiot. I suggest he go back and review Rule 144, or talk to his backoffice and get some continuing education about the rule.

The shares can be sold at any PPS. We have no idea what price they can get for the shares, or when.

This seller. Brian Mclain, filed to sell in the open market (OTC) up to 100,000,000 shares beginning on July 29th. On that day, the stock traded a total of 1,158,419 shares. A far cry from 100 million. In fact, since that 144 was filed, the stock hasn't traded anywhere near 100 million shares in total. It has traded about half of that. So even if every single share of trading volume in the stock since July 29th was sold by Brian Mclain, he would still be holding about 50 million shares.

You can't sell what no one wants to buy.

The Aggregate Market Value refers to the value of the shares to be sold under the Rule 144 Exemption from Registration, which in this case is the 100,000,000 shares.

The reason that column is there is to inform the SEC that the value is greater than $50,000, as affiliates are only required to file Rule 144 if they are selling more than 5,000 shares or the value of the shares at the time of filing is greater than $50K.

It has absolutely nothing to do with the expected proceeds from the sale of those shares.

Nope, your broker is WRONG.

Filing the 144 just allows the person to sell that many shares at any time and at any price absent of registration as soon as the form is filed. It is up to them when to sell, how much to sell, and at what price. The up to 100,000,000 is correct. They can sell all 100 million, or none at all. Entirely up to them.

The Aggregate market value is simply a reference point for the value of the shares at the time the 144 is filed. It doesn't say the shares will be sold for that much. Instead, it is there to state the value as certain persons are only required to file the 144 if the value is over $50K. It just informs the SEC of the value at the time of filing and why the filing is required. It means absolutely nothing in terms of the actual value received in the sale, as the form is filed before any sale can begin. It doesn't predict the future.

The date of sale is again not specific. That approximate date of sale is only when they expect to begin to TRY to sell the shares. It doesn't mean they have, or that they sold any at all. It just is the first date they expect to have the shares available for sale.

One more time - the 144 is filed BEFORE any sale can begin. It in no way tells us when the shares were sold, how many were sold, and at what price. For all we know the NO shares have yet been sold. They are under no obligation to actually sell any - it only gives them the right to do so. (and looking at the total volume of shares in KEGS traded since the 144 was filed, they probably haven't sold them all as of yet)

And you reference to the omissions is BS. You seem to think the form is something that it is not, and therefore anyone who didn't sell all 100,000,000 for $100K on that specific date (7/29/2024) is lying. The form does not purport to claim any of that as factual.

You are wrong about that.

Broker/Dealers do have a different set of rules to follow - ones that are very strict and specific about these things.

A lot of uninformed investors think brokers can just short what they want, when they want, and however much they want.

They can't.

There are two sets of regulations to consider. First is that shorting for profit falls under an entirely different set of regulations than market making. One that makes shorting for profit almost impossible these days.

The second is net capital rules. Net Capital Rules are very strict, and the brokerage has to calculate their net capital every single day. Having a large short position on an OTC stock is prohibitively costly from a net capital requirement. So much so that even having a small open short position at the end of the day is more than enough for most of these B/Ds and MM's to violate their net capital positions. Which is why they don't short these and their trades do their best to make sure they are flat or in a net positive position at the end of each trading day.

Such claims about MM's regularly shorting OTC stocks for profit is almost always complete BS and done by promoters to pump stocks. However, that is not to say it never happens - it has. And the few firms and traders that did it ended up in a huge pile of regulatory trouble (as in, thrown out of the business by FINRA).

It just doesn't happen on a regular basis, if it all anymore.

How much did these shares on this Form 144/A sell for (or offered to sell) and how many shares?

Impossible to tell, because a Form 144 is filed BEFORE any sale. Note the description of the Form is "Proposed Sale of Securities". It is merely the form filed to be able to sell shares absent of registration. Once the form is filed, those shares can be sold at any price, and unless they are a Rule 16(a) filer, no additional filing is required to inform the SEC or the public how many were sold, when, at and at what price. The "approximate date of sale" is actually pretty meaningless. It just states the date on which the seller expects to begin trying to sell the shares. They don't actually have to sell on that date. Any sales could occur a day, a week, or a month after that. Or, all of them. Or none at all. We just don't know when (or if - filing of Rule 144 does not require the seller to sell any shares - it just gives them the ability to do so) the shares were sold, how many were sold, and for what price. All of that occurs after the 144 filing. If the seller is subject to Rule 16(a) reporting, then they are required to tell us through additional forms (Form 4 or Form 5, for example). But if they aren't we have no idea. And in this case, since we know the person selling got the shares for promoting (pumping) the stock, chances are they are not subject to Rule 16(a) and they dumped they all at the first opportunity at whatever price they could get. But the specifics will forever remain a mystery.

Therefore, if your broker friend and a poster are claiming otherwise and actually giving you a specific price for a non 16(a) seller, they are either lying or know absolutely nothing about SEC forms and regulations. Unless, of course, the poster IS Brian Mclain (the seller), and even then I certainly wouldn't trust any statements out of his mouth to be anywhere near the truth.

In this case, I think it is very likely.

And why do I feel there is a link between this James Tilton with NSAV and 2-time SEC penny stock fraudster James Tilton?

https://www.sec.gov/enforcement-litigation/administrative-proceedings/34-44440

https://www.sec.gov/enforcement-litigation/litigation-releases/lr-25853

Same guy (he seems to have gone by different middle initials before), or perhaps a son or nephew?

Nope, it is separate from the Hindenburg allegations.

So much so that Icahn took a swipe at Hindenburg post-settlement this morning saying the SEC investigation found no factual basis for their allegations.

I would remind Icahn that that claim may not be entire true. The SEC may or may not have been investigating Hindenburg's claims (or that may be an entirely separate investigation by different personnel), and may or may not be done looking. Just because they charged them with one set of violations is doesn't guarantee there won't be more to come.

Yes, very little in that "report" is accurate.

Yes, Kramer has had 1800 Diagonal for some time now. He has been one of the few toxic lenders still active, but even so, his volume of business is not what it once was.

BTW, the SEC filed the usual unregistered broker suit against another one today.

https://www.sec.gov/files/litigation/admin/2024/34-100769.pdf

Most bogus and non-GAAP OTCMarket's financial report? We may have a new leader!

https://www.otcmarkets.com/otcapi/company/financial-report/410135/content

Revenue for the year of $11,694,622,474.

The lawyer and accountant involved with this trainwreck already have lousy reputations, but this is over the top. The financials are not even prepared correctly, even ignoring the clearly made up numbers. And yet the CEO/CFO certifies they comply with GAAP, even though they clearly don't.

Well, I don't want to say they can't for sure. But 99.9% of the time, they can't.

Some companies were actively being actively managed during the dark periods of no filings or disclosure, but those are very few and far between. Obviously, most were abandoned, and no one was minding the store, so to speak. Those years can sort-of be recreated, but that doesn't make it auditable under FAS, GAAP and PCAOB/SEC standards.

Without the continuity of contemporary financial records since inception, any financials cannot be certified as accurate.