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Oh wow I didnt even know he had passed away. R.I.P
OCSY .014??! NEWEST MMJ STOCK GROSSLY-OVERSOLD-BOUNCING OFF 52WKLOW. 52WEEKHIGH OF 27.CENTS! UNKNOWN under the radar A MMJ STOCK with ONLY 148 MILLION O/S!!?? It cang be, wont be unknown for long.
OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY OCSY
$SPDL ACCUMULATION. 52WKH 29 CENTS! https://t.co/si1T8lkxNZ
SPDL SPDL SPDL SPDL SPDL SPDLSPDL SPDL SPDL SPDL SPDL SPDLSPDL SPDL SPDL SPDL SPDL SPDLSPDL SPDL SPDL SPDL SPDL SPDLSPDL SPDL SPDL SPDL SPDL SPDLSPDL SPDL SPDL SPDL SPDL SPDL
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$IDGC: ID Global Corporation Executes Definitive Agreement with World of Marihuana Productions LTD. in British Columbia
Date : 10/20/2014 @ 7:00AM
Source : PR Newswire (US)
Stock : Idglobal Corp. (PC) (IDGC)
CHICAGO, Oct. 20, 2014 /PRNewswire/ -- ID Global Corp. (OTC: IDGC) is pleased to announce that it has executed a definitive agreement with World of Marihuana Productions, LTD. (WMP) wherein IDGC will begin with a 7.5% income participation on all current and future operations.
WMP has projected revenues of $13.3 million US dollars for the year 2015 with a gross profit margin of over 60% and a year over year growth of 15% respectively.
Sebastien DuFort, president and CEO stated, "We are very pleased to officially partner with WMP and are excited to get to work right away on expanding their current operations. IDGC has an enormous opportunity here as Canada continues to decriminalize its marijuana laws."
About World of Marihuana Productions, LTD.
World of Marihuana Productions, LTD. (WMP) has been growing Medical Marijuana for over 5 years and currently owns and operates multiple grow operations throughout British Columbia. WMP has production capabilities to service thousands of clients with the ability to expand rapidly. Management's knowledge and expertise in the Marijuana industry has shown steady growth in their operations since inception. www.worldofmarihuana.com/
About ID Global Corporation
ID Global Corporation (IDGC) is a diversified holdings company with a focus on emerging and middle market investment opportunities in North America. IDGC seeks, through debt and equity investments, minority positions as well as controlling interests in established companies and special situation start-ups.
- Go IDGC
$UNQT: Union Equity Inc. Announces Shareholder Update
Date : 03/25/2014 @ 8:15AM
Source : Marketwired
Stock : Union Equity, Inc. (PN) (UNQT)
Union Equity Inc. Announces Shareholder Update
INDIANAPOLIS, IN--(Marketwired - Mar 25, 2014) - Union Equity, Inc. (OTC Pink: UNQT) (PINKSHEETS: UNQT) and CEO JT Thornburg are pleased to announce that through its subsidiary, Union Equity Investments Inc., is negotiating with several e-commerce companies which specialize in precious metals. Mr. Thornburg states that "this is one of the many investments Union Equity Investments Inc. will be researching. The low cost of e-commerce can give us the same revenue stream at a fraction of the cost."
Still with the top priority of becoming current, Union Equity Inc.'s management team is always looking to progress forward and this is just one of the many avenues that Mr. Thornburg and his Board of Directors are researching.
Contact:
Investor Relations
Phone: 317-575-4113
Email: jtthornburg@live.com
- Go UNQT
Rest in Peace friend! you will be missed!
RIP my Friend. We crossed paths in various stocks over the years and you always were helpful.
Thanks ramtruck!
Jerry you will be missed. I would like to share a link, please help support Jerry's family, It will go to a good cause! Im posting this, as I grew up with Jerry and I know if needed Jerry would spend his last penny to help someone. Im hoping we can show him how much people on the board cared about him.
Thank you All
http://www.gofundme.com/bvolpo
Jerry you will be missed. I would like to share a link, please help support Jerry's family, It will go to a good cause! Im posting this, as I grew up with Jerry and I know if needed Jerry would spend his last penny to help someone. Im hoping we can show him how much people on the board cared about him.
Thank you All
http://www.gofundme.com/bvolpo
i see you were following marijauna hemp stocks!
a very good evening friend/\ from mick and friends!
this looks like when you turned for big help.
some always say your last is your best.
re;
Actionview International (AVEW) up 87.50% !
Volume: 157,669,478
you bring tears in my eyes. i have been lucky some doing operations to extend life.
may god bless you.
we chatted ah lot my friend, i pray, rest in peace, we pray for you and your family.
Very Sorry to hear this. R.I.P. Jerry.
RIP Jerry.. This is a sad day many in the ihub community.
Was not even aware you were battling cancer. Rest in Peace my friend!
Dang Jerry you will be sorely Missed! The NATION will miss you and I KNOW you take the Love and Respect of Every trader that had the esteem pleasure of Knowing and Trading with you home! God Speed Jerry!
Your bud,
Jake
Paper Chaser, we lost a great one RIP my friend.
///// R.I.P Jerry Viverito aka The Paper Chaser /////
,,,,,,,R.I.P Viverito...you will be missed--MONEYMADE
R.I.P jerry aka the paper chaser...I'm sure you'll be missed
Rest In Peace, Jerry V
R.I.P Jerry,
My prayers to the family
R.I.P Jerry Viverito aka (The Paper Chaser)
From my family to yours our prayer's go out for you.
You will be missed bud!
R.I.P. Jerry aka The paper chaser
You're in a better place now......now you're a Butterfly...and we're all still just Caterpillars......z
In memory of Jerry Viverito:
https://www.facebook.com/jerard.viverito?fref=ts
Rest in Peace my friend! you will be missed!
RIP brotha!!! You were a friend, my 1st roommate, a business partner, a brother... I will miss you JV... I'm gonna head out that way in the next month or so to meet your daughter... Don't worry partner I've got eyes on ur fam now... til we meet again - Rest in Paradise buddy
Rest In Peace " Paper Chaser"
It is with great sadness that I tell you of the passing of our beloved Jerry, aka The paper chaser. A terrible loss, i will miss you Jerry
R.I.P Jerry V!!!
It breaks my heart to know that The Paper Chaser is in the hospital and seems to be losing his battle with cancer. According to a face book post he has days if not hours left to be with us. I know that I will miss him and am praying very hard for him. Jerry I love you and will miss you!
AVEW with big volume buying today.
Actionview International (AVEW) up 87.50% !
Volume: 157,669,478
STLK chart is flying !
Stl Marketing Group, (STLK) up 100.00% !!!
Volume: 41,959,861
High Performance Bev (TBEV) up 47.37% !!
Volume: 65,653,155
$EPAZ will get busy this afternoon ! Stay tuned !
$EPAZ StockCharts http://stockcharts.com/h-sc/ui?s=EPAZ
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THIS LINK HAS SOME STOCK TRADING SOFTWARE REVIEWS THAT MAY HELP YOU DECIDE WHAT PROGRAM BEST FITS YOUR NEEDS..www.stocktradingsoftwarereviews.org/
You've probably heard the terms spread or bid and ask before but you may not know what they mean or how they relate to the stock market. The bid-ask spread can affect the price at which a purchase or sale is made - and an investor's overall portfolio return. What this means is that if you want to dabble in the equities markets, you need to become familiar with this concept.
{C}{C}Supply and Demand
Investors must first understand the concept of supply and demand before learning the ins and outs of the spread. Supply refers to the volume or abundance of a particular item in the marketplace, such as the supply of stock for sale. Demand refers to an individual's willingness to pay a particular price for an item or stock. (For more insight, read Economics Basics: Demand and Supply.)
Example - How Supply and Demand Work Together Suppose that a one-of-a-kind diamond is found in the remote countryside of Africa by a miner. An investor hears about the find, phones the miner and offers to buy the diamond for $1 million. The miner says she wants a day or two to think about it. In the interim, newspapers and other investors come forward and show their interest. With other investors apparently interested in the diamond, the miner holds out for $1.1 million and rejects the $1 million offer. Now suppose two more potential buyers make themselves known and submit bids for $1.2 million and $1.3 million dollars, respectively. The new asking price of that diamond is going to go up. The following day, a miner in Asia uncovers 10 more diamonds exactly like the one found by the miner in Africa. As a result, both the price and demand for the African diamond will drop precipitously because of the sudden abundance of the once-rare diamond. This example - and the concept of supply and demand -can be applied to stocks as well. |
The Spread
The spread is the difference between the bid and ask for a particular security.
Example - The Bid-Ask Spread Let's assume that Morgan Stanley Capital International (MSCI) wants to purchase 1,000 shares of XYZ stock at $10, and Merrill Lynch & Co. wants to sell 1,500 shares at $10.25. The spread is the difference between the asking price of $10.25 and the bid price $10, or $0.25. An individual investor looking at this spread would then know that if he wants to sell 1,000 shares, he could do so at $10 by selling to MSCI. Conversely, the same investor would know that he could purchase 1,500 shares from Merrill Lynch at $10.25. |
The size of the spread and the price of the stock is determined by supply and demand. The more individual investors or companies that want to buy, the more bids there will be; more sellers results in more offers or asks.
On the New York Stock Exchange (NYSE) a buyer and seller may be matched by computer. However, in some instances, a specialist who handles the stock in question will match buyers and sellers on the floor of the exchange. In the absence of buyers and sellers, this person will also post bids or offers for the stock in order to maintain an orderly market. (For related reading, see Understanding Order Execution.)
On the Nasdaq, a market maker will use a computer system to post bids and offers and essentially plays the same role as a specialist. However, there is not a physical floor. All orders are marked electronically.
It is important to note that when a firm posts a top bid or ask and is hit by an order, it must abide by its posting. In other words, in the example above, if MSCI posts the highest bid for 1,000 shares of stock and a seller places an order to sell 1,000 shares to the company, MSCI must honor its bid. The same is true for ask prices.
{C}{C}Types of Orders
There are five types of orders that an individual can place with a specialist or market maker:
Bottom Line
The bid-ask spread is essentially a negotiation in progress. In order to be successful, traders must be willing to take a stand and walk away in the bid-ask process through limit orders. By executing a market order without concern for the bid-ask and without insisting on a limit, traders are essentially confirming another trader's bid, creating a return for that trader.
Rule 144: Selling Restricted and Control Securities
http://www.sec.gov/investor/pubs/rule144.htm
When you acquire restricted securities or hold control securities, you must find an exemption from the SEC's registration requirements to sell them in a public marketplace. Rule 144 allows public resale of restricted and control securities if a number of conditions are met. This overview tells you what you need to know about selling your restricted or control securities. It also describes how to have a restrictive legend removed.
What Are Restricted and Control Securities?
Restricted securities are securities acquired in unregistered, private sales from the issuing company or from an affiliate of the issuer. Investors typically receive restricted securities through private placement offerings, Regulation D offerings, employee stock benefit plans, as compensation for professional services, or in exchange for providing "seed money" or start-up capital to the company. Rule 144(a)(3) identifies what sales produce restricted securities.
Control securities are those held by an affiliate of the issuing company. An affiliate is a person, such as an executive officer, a director or large shareholder, in a relationship of control with the issuer. Control means the power to direct the management and policies of the company in question, whether through the ownership of voting securities, by contract, or otherwise. If you buy securities from a controlling person or "affiliate," you take restricted securities, even if they were not restricted in the affiliate's hands.
If you acquire restrictive securities, you almost always will receive a certificate stamped with a "restrictive" legend. The legend indicates that the securities may not be resold in the marketplace unless they are registered with the SEC or are exempt from the registration requirements. Certificates for control securities usually are not stamped with a legend.
What Are the Conditions of Rule 144?
If you want to sell your restricted or control securities to the public, you can meet the applicable conditions set forth in Rule 144. The rule is not the exclusive means for selling restricted or control securities, but provides a "safe harbor" exemption to sellers. The rule's five conditions are summarized below:
1. Holding Period. Before you may sell any restricted securities in the marketplace, you must hold them for a certain period of time. If the company that issued the securities is a “reporting company” in that it is subject to the reporting requirements of the Securities Exchange Act of 1934, then you must hold the securities for at least six months. If the issuer of the securities is not subject to the reporting requirements, then you must hold the securities for at least one year. The relevant holding period begins when the securities were bought and fully paid for. The holding period only applies to restricted securities. Because securities acquired in the public market are not restricted, there is no holding period for an affiliate who purchases securities of the issuer in the marketplace. But the resale of an affiliate's shares as control securities is subject to the other conditions of the rule.
Additional securities purchased from the issuer do not affect the holding period of previously purchased securities of the same class. If you purchased restricted securities from another non-affiliate, you can tack on that non-affiliate's holding period to your holding period. For gifts made by an affiliate, the holding period begins when the affiliate acquired the securities and not on the date of the gift. In the case of a stock option, including employee stock options, the holding period begins on the date the option is exercised and not the date it is granted.
2. Current Public Information. There must be adequate current information about the issuing company publicly available before the sale can be made. For reporting companies, this generally means that the companies have complied with the periodic reporting requirements of the Securities Exchange Act of 1934. For non-reporting companies, this means that certain company information, including information regarding the nature of its business, the identity of its officers and directors, and its financial statements, is publicly available.
3. Trading Volume Formula. If you are an affiliate, the number of equity securities you may sell during any three-month period cannot exceed the greater of 1% of the outstanding shares of the same class being sold, or if the class is listed on a stock exchange, the greater of 1% or the average reported weekly trading volume during the four weeks preceding the filing of a notice of sale on Form 144. Over-the-counter stocks, including those quoted on the OTC Bulletin Board and the Pink Sheets, can only be sold using the 1% measurement.
4. Ordinary Brokerage Transactions. If you are an affiliate, the sales must be handled in all respects as routine trading transactions, and brokers may not receive more than a normal commission. Neither the seller nor the broker can solicit orders to buy the securities.
5. Filing a Notice of Proposed Sale With the SEC. If you are an affiliate, you must file a notice with the SEC on Form 144 if the sale involves more than 5,000 shares or the aggregate dollar amount is greater than $50,000 in any three-month period. The sale must take place within three months of filing the notice and, if the securities have not been sold, you must file an amended notice.
If I Am Not an Affiliate of the Issuer, What Conditions of Rule 144 Must I Comply With?
If you are not (and have not been for at least three months) an affiliate of the company issuing the securities and have held the restricted securities for at least one year, you can sell the securities without regard to the conditions in Rule 144 discussed above. If the issuer of the securities is subject to the Exchange Act reporting requirements and you have held the securities for at least six months but less than one year, you may sell the securities as long as you satisfy the current public information condition.
Can the Securities Be Sold Publicly If the Conditions of Rule 144 Have Been Met?
Even if you have met the conditions of Rule 144, you can't sell your restricted securities to the public until you've gotten the legend removed from the certificate. Only a transfer agent can remove a restrictive legend. But the transfer agent won't remove the legend unless you've obtained the consent of the issuer—usually in the form of an opinion letter from the issuer's counsel—that the restrictive legend can be removed. Unless this happens, the transfer agent doesn't have the authority to remove the legend and permit execution of the trade in the marketplace.
To begin the legend removal process, an investor should contact the company that issued the securities, or the transfer agent for the securities, to ask about the procedures for removing a legend. Removing the legend can be a complicated process requiring you to work with an attorney who specializes in securities law.
What If a Dispute Arises Over Whether I Can Remove the Legend?
If a dispute arises about whether a restrictive legend can be removed, the SEC will not intervene. Removal of a legend is a matter solely in the discretion of the issuer of the securities. State law, not federal law, covers disputes about the removal of legends. Thus, the SEC will not take action in any decision or dispute about removing a restrictive legend.
http://www.sec.gov/investor/pubs/rule144.htm
OUR LATEST TRADES WILL BE POSTED IN THIS SECTION SO YOU MAY SEE THE TRADING WE DO ON A DAY TO DAY BASIS. THIS WILL ALLOW YOU TO GET A FEEL AS TO WHAT OCCURS DURING THE COURSE OF A TRADING DAY !
SOME OF OUR MOST RECENT TRADES : CPMCF OUR ENTRY PRICE OF .199 AND WE AQUIRED 5,000 SHARES.TOTAL INVESTMENT $950.00 + $10.00 COMMISSION (ETRADE) = $960.00THIS WAS ON 10/29/2010 AT 9:32AM. WE
THEN SOLD ON 11/01/2010 5,000 SHARES OF CPMCF @ .66 FOR A GROSS PROFIT OF $3300.00 - $10.00 COMMISSION (ETRADE)= $3290.00. SO $3290.00 - $960.00 = $2330.00 NET PROFIT !!
WE PURCHASED SAEIE AT .03 X 35,000 SHARES = $1060.00 (INCLUDES COMMISSION) ON 10/27/2010. WE THEN SOLD ON 11/01/2010 35,000 OF SAEIE @ .13 FOR A TOTAL OF= $4540.00 (INCLUDING COMMISSION). OUR NET
PROFIT WAS $3480.00.
OUR TOTAL PROFIT TRADING 2 STOCKS WE PURCHASED ON OCT 27TH, AN OCT 29TH AND SELLING ON NOVEMBER 1ST, 2010 WAS $5810.00, AND OUR UP FRONT INVESTMENT WAS $2120.00. ALTHOUGH THE GAINS ON BOTH OF THESE STOCKS IS EXCEPTIONAL, WE NORMALLY TRY TO TRADE MORE CONSERVATIVE AND WILL AIM FOR A 20% GAIN. SOMETIMES WE GET A GUT FEELING AND STICK IT OUT FOR MORE AND SOMETIMES IT BACKFIRES AND WE LOSE A LITTLE MORE....
RVERSE SPLIT :
Often times with a penny stock, a reverse split is an attempt to bring up the price of the stock. A reverse split is when a company sets in place a new amount of shares to replace a set amount of existing shares.
As an example, a 10 for 1 reverse split would mean that the company would issue 1 share for every 10 shares that an investor holds. The logic is that once there are only a tenth of the shares outstanding the price would increase by 10 times. Ten old.50 shares would now be converted into one new share worth $5.00. The logic seems to work out but the problem is that investors might not feel the price of the stock can be maintained at that level for long. After all, they remember this stock trading at pennies, not a $5.00 stock. So the majority of times, stocks that have gone through reverse splits steadily drop in price until they trade at near what they traded for prior to the split.
Companies know that this will happen, but they move forward anyhow. The company knows that they can only issue a certain amount of shares based on their charter. A company that authorized 10,000,000 shares and has 5,000,000 shares outstanding can only issue another 5,000,000 shares into the market. But what if the company was presented with an opportunity that would require 5,000,000 shares to be issued to capitalize on it? The company could do a 10 for 1 reverse split so that there would only be 500,000 shares outstanding after the split. The company is still authorized to issue 10,000,000 shares. Now that there are only 500,000 shares outstanding it can issue an additional 9,500,000 shares. Before it could only issue another 5 million since it had 5 million shares outstanding. The company at this point probably doesn't care that the price is substantially lower since it has more shares to issue to make up for the loss in price.
In these cases, investors end up losing a majority of their investment after a reverse split. If you're holding penny stocks or have a penny stocks to watch list, be aware of reverse splits as they can dramatically affect the value of a stock.
Reverse Mergers : The Pros and Cons
A reverse merger (also known as a reverse takeover or reverse IPO) is a way for private companies to go public, typically through a simpler, shorter, and less expensive process. A conventional initial public offering (IPO) is more complicated and expensive, as private companies hire an investment bank to underwrite and issue shares of the soon-to-be public company. Aside from filing the regulatory paperwork - and helping authorities review the deal - the bank also helps to establish interest in the stock and provide advice on appropriate initial pricing. The traditional IPO necessarily combines the go-public process with the capital raising function. We will go over how a reverse merger separates these two functions, making it an attractive strategic option for managers and investors of private companies. (For more information, check out Why would a company do a reverse merger instead of an IPO?
{C}{C}{C}
What is a reverse merger?
In a reverse merger, investors of the private company acquire a majority of the shares of the public shell company, which is then merged with the purchasing entity. Investment banks and financial institutions typically use shell companies as vehicles to complete these deals. These relatively simple shell companies can be registered with the SEC on the front end (prior to the deal), making the registration process relatively straightforward and less expensive. To consummate the deal, the private company trades shares with the public shell in exchange for the shell's stock, transforming the acquirer into a public company.
Reverse mergers allow a private company to become public without raising capital, which considerably simplifies the process. While conventional IPOs can take months (even over a calendar year) to materialize, reverse mergers can take only a few weeks to complete (in some cases, in as little as 30 days). This saves management a lot of time and energy, ensuring that there is sufficient time devoted to running the company.
Undergoing the conventional IPO process does not guarantee that the company will ultimately finish the process. Managers can spend hundreds of hours planning for a traditional IPO, however, if market conditions become unfavorable to the proposed offering, all of those hours will have become a wasted effort. Pursuing a reverse merger minimizes this risk.
As mentioned earlier, the traditional IPO combines both the go-public and capital raising functions. As the reverse merger is solely a mechanism to convert a private company into a public entity, the process is less dependent on market conditions (because the company is not proposing to raise capital). Since a reverse merger functions solely as a conversion mechanism, market conditions have little bearing on the offering. Rather, the process is undertaken in order to attempt to realize the benefits of being a public entity. (Read more in The Murky Waters Of The IPO Market.)
Benefits as a Public Company
Private companies, generally with $100 million to several hundred million in revenue, are usually attracted to the prospect of being a publicly-traded company. The company's securities become traded on an exchange, and thus enjoy greater liquidity. The original investors gain the option of liquidating their investment, providing for convenient exit alternatives. The company has greater access to the capital markets, as management now has the option of issuing additional stock through secondary offerings. If stockholders possess warrants - where they have the right to purchase additional stock at a pre-determined price - the exercise of these options provides additional capital infusion into the company.
Public companies often trade at higher multiples than do private companies; significantly increased liquidity means that both the general public and investing institutions (and large operational companies) have access to the company's stock, which can drive up price. Management also has more strategic options to pursue growth, including mergers and acquisitions. As stewards of the acquiring company, they can use company stock as the currency with which to acquire target companies. Finally, because public shares are more liquid, management can use stock incentive plans in order to attract and retain employees. (To learn more, read For Companies, Staying Private A Matter Of Choice.)
Disadvantages of a Reverse Merger
Managers must conduct appropriate diligence regarding the profile of the investors of the public shell company. What are their motivations for the merger? Have they done their homework to make sure the shell is clean and not tainted? Are there pending liabilities (such as those stemming from litigation) or other "deal warts" hounding the public shell? If so, shareholders of the public shell may merely be looking for a new owner to take possession of these deal warts. Thus, appropriate due diligence should be conducted, and transparent disclosure should be expected (from both parties).
If the public shell's investors sell significant portions of their holdings right after the transaction, this can materially and negatively affect the stock price. To reduce or eliminate the risk that the stock will be dumped, important clauses can be incorporated into a merger agreement such as required holding periods. It is important to note that, as in all merger deals, the risk goes both ways. Investors of the public shell should also conduct reasonable diligence on the private company, including its management, investors, operations, financials and possible pending liabilities (i.e., litigation, environmental problems, safety hazards, labor issues). (For more, see Why Public Companies Go Private.)
After a private company executes a reverse merger, will its investors really obtain sufficient liquidity? Smaller companies may not be ready to be a public company, including lack of operational and financial scale. Thus, they may not attract analyst coverage from Wall Street; after the reverse merger is consummated, the original investors may find out that there is no demand for their shares. Reverse mergers do not replace sound fundamentals. For a company's shares to be attractive to prospective investors, the company itself should be attractive operationally and financially.
A potentially significant setback when a private company goes public is that managers are often inexperienced in the additional regulatory and compliance requirements of being a publicly-traded company. These burdens (and costs in terms of time and money) can prove significant, and the initial effort to comply with additional regulations can result in a stagnant and underperforming company if managers devote much more time to administrative concerns than to running the business. To alleviate this risk, managers of the private company can partner with investors of the public shell who have experience in being officers and directors of a public company. The CEO can additionally hire employees (and outside consultants) with relevant compliance experience. Managers should ensure that the company has the administrative infrastructure, resources, road map and cultural discipline to meet these new requirements after a reverse merger.
Conclusion
A reverse merger is an attractive strategic option for managers of private companies to gain public company status. It is a less time-consuming and less costly alternative than the conventional IPO. As a public company, management can enjoy greater flexibility in terms of financing alternatives, and the company's investors can also enjoy greater liquidity. Managers, however, should be cognizant of the additional compliance burdens faced by public companies, and ensure that sufficient time and energy continues to be devoted to running and growing the business. It is after all a strong company, with robust prospects, that will attract sufficient analyst coverage as well as prospective investor interest. Attracting these elements can increase the value of the stock and its liquidity for shareholders. (For more, read our related article A Guide To Spotting A Reverse Merger.) {C}{C}{C}
{C}{C}{C}
by Marv Dumon, (Contact Author | Biography)
Marv Dumon serves as a mergers and acquisitions advisor for a middle-market financial services firm specializing in industrial and energy companies. He maintains established relationships with more than 500 mid-market private equity firms. He also serves as a national business and finance columnist for Examiner.com. Dumon's background includes experience in consulting, finance and operations with several organizations including two S&P 500 companies. He received a Bachelor of Arts, a Bachelor of Business Administration and a Master of Accounting from the University of Texas at Austin.
T TRADES
When researching this article, The response from the SEC defined a “Form T Trade” a “trade reporting form used by broker-dealer members of the Financial Industry Regulatory Authority, Inc. (FINRA) to report equity trades executed either in the OTC market or during extended hours trading. Recent amendments to FINRA rules will expand the types of situations in which Form T is to be used, but they are not yet in effect.” The response also recommended contacting FINRA. Notice the first portion of the response. “either in the OTC Market or…” Once again, it is confirmed by the SEC that ”after hours” trades do not exist in the Pinks.
FINRA was much less transparent in their response and essentially spewed the same limited information regarding T Trades that is available on their website. None of which, accurately reflects why these trades occur in the OTC Markets. (http://www.finra.org/web/groups/industry/@ip/@reg/@notice/documents/notices/p123750.pdf)
Trying to decipher the meaning of these trades with the limited information that is available on the subject led down several dark paths. Clearly, the average investor is not meant to understand the concept or its rules. Even more disconcerting is the second part of the SEC message “Recent amendments to FINRA rules will expand the types of situations in which Form T is to be used, but they are not yet in effect.” That means there is even less transparency about this mysterious T Trade.
After months of due diligence, there are a few poorly publicized uses for a T Trade. The most important factor here is that the only requirement of market makers by FINRA is that they must report all trades in a day. They are not required to do so when the actual trade occurs.
To avoid creating “an unbalanced market”, market makers often do not report certain trades during the day to the public and then use a T Trade not to “scare” investors into thinking a market for that stock is going in one direction or the other at the spurring of one large investor.
If a market maker wants to accumulate a large amount of a stock in one trading day, that market maker may actually not report any of the trades that occurred until the trading day has ended so as not to alert the market to the collection. This practice is completely legal under the FINRA rules of the OTC Markets so long as the trade is reported at the end of the day.
To execute a “Market on Close” order, a market maker may have an order to purchase the stock at a certain price at the end of the trading day. This is the most unlikely scenario because it needs to be assured that someone selling the stock and someone buying that stock are agreeing upon a price. Simply put, this is more likely with insider buying and selling.
The T Trade that the public sees is nothing more than one or all of the above scenarios. The T Trade reported at the end of the day can be from one market maker or many involved market makers. It can be a single purchase price but is usually an average of all of the previously unreported purchases from that business day.
Form T’s
I find it funny how these are so poorly understood to the point of making up myths like “manipulation” and proof of large players “buying”. Although entertaining they are far from the real truth as to what is happening. Obviously everything that occurs during trading hours is to be reported within 30 seconds of the transaction occurring, that is per FINRA and their rules. Now not all trade transaction occur during market hours, those would not be your typical trade transaction, but market hours are from 9:30 to 4:00. A little unknown fact is that transactions that do not involve the market can occur up to 8pm and can be as early as 8am on the following day.
There are two distinctions here in the OTC Market. Premarket Form T can occur for two reasons, late reporting of a transaction from the day before, which is very rare to see and actual pre market trades if allowed by the broker. Rarely are these ever pointed out because they are usually a sign of buying up before the market opens. Never mind they rarely occur that frequently, typically during huge promotions you will see premarket trading activity in the OTC. The premarket Form T is quit boring since they do not conjure up MM manipulation of the PPS since typically the PPS is rising before the market open.. lol
Now as we all know there isn’t afterhours trading in the OTC, NONE and because a trade transaction gets recorded to the consolidated tape after market close does not make it an aftermarket trade. There are several causes of after market close transactions, the most common is the missed “Paint” attempt at closing the security higher. These individuals try to time their trade right at the last few seconds in hopes of sniping the close in a positive direction. They sometimes fail as latency is a real bitch in the matter, their network, their brokers network speed and various other factors create these issues and well, there it is, a Form T for 100 shares to hide the ugly that just missed. Because the transaction was executed during market hours but could not be posted during market hours it is reported in a Form T.
Nothing too crazy yet as far trading, pretty standard stuff, but now we will dive into an area that is not so well known. Large Form T’s reported after the closes are something completely different, you will see this in exchange traded securities also on a daily basis. The standard theory has been that this is just the MMs settling their books at the end of the day, somewhat true, but here in the OTC it is a specific action that is occurring. The OTC has changed over the years and contrary to popular belief MMs do not buy and sell these securities for their own principle account, instead they use Riskless Principle transactions.
So lets say you were given 200,000,000 shares of stinky MDIN as part of your debt deal to them, now it takes a specific broker that will accept the deposit of these newly issued free trading shares. You are not going to Etrade, Scottrade, Schwab…etc with these shares as they will not touch them. This “boutique” broker charges a deposit fee, typically 10-15%, which is a good rate considering the NSCC would charge you 20% on the same shares. Now you have them on deposit and you want them sold, you don’t just say sell them all on the market at once. This action would crush the market and instead your broker will advise you to piece it out with the market volume throughout the day.
So the broker will sell at the market price all day long based upon volume moving in and out, you typically see these broker on the offer, VNDM, VFIN, VERT, BKRT, BMAS..etc.. with undisclosed offer sizes because it is a “BLOCK POSITION”. They sell to retail all day long at market and at some point they will post a transaction for all the shares they sold, this sometimes is below the current Bid and it will be a large transaction. Now these are often reported after market close but they do occur during the trading day also. These Weighted Average Transactions are the Broker buyin for the sales they sold throughout the day, so for example:
200,000@ .0017 1,000,000@ .0017 3,500,000@ .0017 2,000,000@ .0017 300,000@ .0017
These were the transactions recently on a security last week, these are the individual transaction on the consolidated tape. Now 4 minutes after market closed a transaction for 7,000,000@ .0016 shares was reported to the consolidated tape in a Form T. This is a Weighted Average Trade Transaction, the MM sold all day long at market, which in this case was a PPS of .0017, these shares were sold short because the MM already has a Block Position to work from of actual shares. The MM at the end of the day has now purchased the cover from the block position less their commission for the transactions at .0016. Here is a FINRA example:Quote:In this example it is talking about buying, but reverse the process for selling, the idea is to not to significantly affect the market by displaying a massive block of shares and also slowly bleeding the shares out on the market. Essentially when you see an undisclosed block position on the offer and the notorious VNDM, VFIN, VERT, BKRT, BMAS, SUNR… and large Form T or even large block trades during trading hours below the current Bid are going off it is 100% dilution occurring. FINRA frowns upon late reporting for transaction that occur during market hours that are not reported correctly, Form Ts are not a problem. If one is really interested in Trade Reporting I highly recommend these two sources to learn about it: http://www.finra.org/Industry/Regulation/Guidance/p038942 http://finra.complinet.com/en/display/display_main.html?rbid=2403&element_id=4410 As you can see there is nothing mysterious about them, and when you see these huge million share lots being reported after market close it is 100% dilution related and nothing else.
Section 404: Weighted Average Price/Special Pricing Formula Transactions Q404.1: Member BD1 executes multiple trades to satisfy a customer order and then trades with the customer at a price equal to the volume-weighted average cost of the original trades plus a net difference in accordance with a net trading agreement with its customer. How should BD1 report the trade with its customer? A404.1: The original trades and the customer leg of the transaction should be reported to the tape, and the report of the customer leg should include the weighted average price (.W) modifier. For example, member BD1 receives an order from a customer to buy 5,000 shares of ABCD security and accumulates the shares through five separate trades. Each of these five trades is reported to the tape. BD1 then sells the 5,000 shares of ABCD to its customer at its volume-weighted average cost with a net difference to reflect the compensation agreement between BD1 and its customer. BD1 should report the sale of 5,000 shares to its customer to the tape with the weighted average price modifier.
IMPORTANT LINKS:
SEC filings: http://www.sec.gov/ or http://www.edgar-online.com/
Charts: http://stockcharts.com/ or http://www.stockhideout.com
Pinksheets: http://www.pinksheets.com/index.jsp
The DD Machine: http://www.ddmachine.com/default.asp
Yahoo Finance: http://finance.yahoo.com/
Quote Tracker: http://www.quotetracker.com/index_nn.asp
Better Business Bureau Online: http://www.bbbonline.org/
News Boards: http://www.stockwatch.com/ or www.cnbc.com/
Business Wire: http://home.businesswire.com/portal/site/home/index.jsp?front_door=true&headlineSearchConfigBO=v....
Learn about Options: http://optionmonster.com
SEC Form Types and Definitions http://www.gsionline.com/support/formtypes.html
20 GOLDEN RULES FOR TRADERS: http://www.investopedia.com/
Corporate Bankruptcy: http://www.sec.gov/investor/pubs/bankrupt.htm
CYBER FRAUD: http://www.sec.gov/investor/pubs/cyberfraud.htm
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