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U.S. Gives Swiss Banks More Time to Come Clean
Justice Department's Extension Applies to 106 Banks
By Neil MacLucas
June 6, 2014 3:10 a.m. ET
http://online.wsj.com/articles/u-s-gives-swiss-banks-more-time-to-come-clean-1402038572
ZURICH—The U.S. Justice Department has given some Swiss banks that may have helped wealthy Americans hide assets an extra month to hand over information about their activities.
The banks taking part in a disclosure program have until July 31 to provide information about their U.S. client businesses, the Justice Department said Thursday.
The Justice Department said it had extended the deadline for the so-called category 2 banks from the original June 30 date because some banks had had difficulty obtaining evidence over whether accounts had been declared to the Internal Revenue Service.
Category 2 banks in the self-reporting program, set up by the Justice Department as part of its crack down on tax evasion, have agreed to examine their books and compile information about how they set up Swiss accounts for U.S. clients.
The Justice Department has said that 106 Swiss banks, roughly a third of the country's total, already have committed to this category of the program. It allows banks to pay penalties for undeclared accounts in exchange for eligibility for nonprosecution agreements.
Last month Credit Suisse Group AG , Switzerland's second-largest bank, pleaded guilty in a Virginia court to aiding tax evasion and agreed to pay $2.6 billion to settle the case. Credit Suisse wasn't part of the Justice Department program.
http://online.wsj.com/articles/u-s-gives-swiss-banks-more-time-to-come-clean-1402038572
Netflix Brushes Off Legal Threat From Verizon
In Messages to Subscribers, Movie Company Blames Internet Service
By Drew FitzGerald And Shalini Ramachandran
June 5, 2014 5:40 p.m. ET
http://online.wsj.com/articles/netflix-brushes-off-legal-threat-from-verizon-1402004231
Netflix Inc. stood behind its move to name and shame services like Verizon Communications Inc. for allegedly sluggish online videos, even after the broadband provider threatened legal action over the claims.
Verizon General Counsel Randal Milch sent Netflix a cease-and-desist letter Thursday, after the streaming-video company posted blunt messages on subscribers' computer screens blaming Verizon when certain shows stalled out.
"The Verizon network is crowded right now," said one of the messages, which a subscriber reposted on Twitter. Netflix said its system had sent messages to subscribers of other broadband companies as well.
"Netflix's false accusations have the potential to harm the Verizon brand in the marketplace," Verizon's letter said, adding that many factors affect customers' Internet performance, including Netflix's own choices about how to manage its network. The letter demanded evidence of Netflix's claims and warned Verizon could "pursue legal remedies" otherwise.
Netflix stood behind the messages. "We are trying to provide more transparency," spokesman Joris Evers said. "Verizon is trying to shut down that discussion."
The dispute is another sign of the increasingly contentious world of Internet transit amid debates between Web content producers and big broadband companies over who should bear the cost of shuttling massive amounts of digital traffic.
It is especially noteworthy given Netflix struck a deal with Verizon about a month ago to link the companies' networks and ease the flow of Netflix's videos. Netflix will pay for the hookups, an agreement it said it reached reluctantly because Verizon wasn't allowing other low-cost routes into its network to expand.
The connections are just getting set up. Data from network research firm Renesys show the two networks already set up a test connection to carry video in the Dallas area, but major networks typically need links in dozens of cities to deliver traffic effectively.
Verizon said it plans to fulfill the terms of its agreement with Netflix over the next few months.
"We are working on the first 13 cities, and we do plan to have everything done in 2014," said Verizon spokesman Bob Elek. "All of this kerfuffle that is going on isn't affecting that."
Netflix earlier this year also agreed to pay Comcast Corp., the nation's largest broadband provider, for a similar direct connection into its network after months of their shared customers seeing poor streaming quality.
Netflix says it is testing ways to let its subscribers know "how their Netflix experience is being affected by congestion on their broadband provider's network." It says such notices aren't limited to Verizon customers and that it is testing the notifications for "a couple hundred thousand" people across several other U.S. broadband providers as well.
The notices, which Netflix started showing to customers early last month, only appear to customers streaming via computers—not through other devices such as Blu-ray players, gaming consoles or Internet-connected TVs. Netflix says it sends the messages when a customer's streaming runs into high congestion, drops to a low average bitrate and results in a high percentage of video buffering. Netflix says it may modify its methodology as it continues the test.
"There is no basis for Netflix to assert that issues with respect to playback of any particular video session are attributable solely to the Verizon network," Verizon's letter said.
http://online.wsj.com/articles/netflix-brushes-off-legal-threat-from-verizon-1402004231
EPAZ Investment Highlights
Acquiring Synergistic, Strong Revenue Companies
Steady Growth through Acquisition
Diversified Streams of Income
Achieved Growth of +300% in Last 3 Years
Organic Growth of Subsidiaries
Increasing Asset Value
Multiple Financing Opportunities
Fully Reporting with SEC
Strong and Optimized Growth Strategy
$EPAZ Financials: http://www.otcmarkets.com/stock/EPAZ/financials
EPAZ Co. Info:
Epazz, Inc.
309 W. Washington St.
Suite 1225
Chicago, IL 60606
Phone: (312) 955-8161
www.Epazz.com
Info@Epazz.com
EPAZ on ALERT !
United Cannabis Corp (CNAB) now up 8.49% !!!
$MCGI DD Notes ~ http://www.ddnotesmaker.com/MCGI
##### recent news/filings ~ source: finance.yahoo.com
Thu, 15 May 2014 18:21:26 GMT ~ MEDCAREERS GROUP, INC. Files SEC form 10-K, Annual Report
read full: http://biz.yahoo.com/e/140515/mcgi10-k.html
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Mon, 05 May 2014 12:30:00 GMT ~ Nurses Lounge Awards $1,000 Scholarships to Three Nursing Schools Recipients Now Total 18 BSN Schools
[Marketwired] - Nurses Lounge, Inc, an online professional network for nurses and wholly-owned subsidiary of MedCAREERS Group, Inc. , a development stage company, announced today that three bachelors of science in nursing ...
read full: http://finance.yahoo.com/news/nurses-lounge-awards-1-000-123000045.html
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Wed, 05 Mar 2014 13:30:00 GMT ~ Nurses Lounge Signs Three Year Extension With Oracle Social Community Cloud Service
[Marketwired] - Nurses Lounge, Inc, an online professional network for nurses and a wholly-owned subsidiary of MedCAREERS Group, Inc. , a development stage company, today announced it has signed a three year extension ...
read full: http://finance.yahoo.com/news/nurses-lounge-signs-three-extension-133000047.html
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Fri, 21 Feb 2014 13:30:00 GMT ~ Nurses Lounge Announces April App Launch
[Marketwired] - Nurses Lounge, Inc, an online professional network for nurses and a wholly-owned subsidiary of MedCAREERS Group, Inc. , a development stage company, today announced the upcoming April release of its free ...
read full: http://finance.yahoo.com/news/nurses-lounge-announces-april-app-133000368.html
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Thu, 30 Jan 2014 13:45:00 GMT ~ Nurses Lounge Awards $1,000 Scholarships to Eight Nursing Schools
[Marketwired] - Nurses Lounge, Inc, an online professional network for nurses and wholly-owned subsidiary of MedCAREERS Group, Inc. , a development stage company, announced today that eight bachelors of science in nursing ...
read full: http://finance.yahoo.com/news/nurses-lounge-awards-1-000-134500550.html
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##### chart ~ source: stockcharts.com
$MCGI Short Interest: http://www.otcmarkets.com/stock/MCGI/short-sales
MCGI Recent News: http://www.otcmarkets.com/stock/MCGI/news
United Cannabis & WeedMD Enter Exclusive Bi-Lateral Partnership
New Canadian Medical Marijuana Company Will Benefit From the Services and Expertise From Colorado-Based Cannabis Consulting Company
DENVER, CO and TORONTO, ON--(Marketwired - Jun 5, 2014) - United Cannabis Corporation (OTCQB: CNAB) (United Cannabis"), a Colorado-based bio cannabinoid technology, management and consulting company, and WeedMD Rx Inc. ("WeedMD"), an emerging medical marijuana producer in Alymer, Ontario, have established an exclusive strategic partnership to assist in all aspects of the growing, production and distribution of medical marijuana in Canada. The deal also positions United Cannabis and WeedMD as 50/50 partners to invest in future potential projects in Canada and in the US.
As the Canadian medical marijuana industry grows through the introduction of Health Canada's newly launched Marihuana for Medical Purposes Regulations - MMPR program, United Cannabis and WeedMD plan to bring the latest bio cannabinoid technology to Canadian patients. This partnership has the potential to revolutionize the medical cannabis industry in Canada with its focus on scientific research, product development and implementation of its proprietary cannabinoid therapy program.
"WeedMD is thrilled to be bringing United Cannabis Corporation's incredible experience and expertise in bio cannabinoid therapy to Canada through this important partnership," says Michael Kraft, Chairman of WeedMD. "Cannabis is one of the safest therapeutically active substances known when used under medical supervision. WeedMD is committed to providing Canadian patients with the most in-depth and current information. United Cannabis is one of the strongest leaders in the US and we are honoured to be part of their team."
The United Cannabis team brings 30 years of combined experience working in the medical marijuana industry. With access to hundreds of strains (including more than 15 unique CBD-dominant varieties), and the A.C.T Now program (Advanced Cannabinoid Therapy) combined with data and patient stories, United Cannabis will significantly improve WeedMD's market position and offering in the rapidly growing Canadian market.
United Cannabis' CEO Paul Enright said, "This agreement is at our core- to partner with other like-minded individuals and companies in the cannabis industry to replicate and proliferate the United Cannabis business model. We are delighted to be working with WeedMD as our strategic partner in Canada and look forward to bringing our experience and years of expertise to the Canadian market and being a part of WeedMD's success."
About United Cannabis Corporation
United Cannabis has a foundation in the cannabis industries. With our consulting services, management and oversight we are capable of assisting any Cannabis oriented company on any scale. United Cannabis is now partnering domestically and internationally with local businessmen, entrepreneurs, and scientists for the purpose of promoting Best Practices in: Planning, Procedures, Governance and Patient Care. The company's consulting services will also provide guidance on design and construction for Grow Operations and the cultivation of medical grade cannabis-based products worldwide. With access to a catalogue of award winning genetics and coupled with our leadership and experience, we are positioned to take any cannabis business through all of the steps for success. For further information, please visit www.unitedcannabis.us
About WeedMD Rx Inc.
WeedMD is a medical marijuana company, which has secured pre-license approval from Health Canada to produce and distribute 2,500 kg of medical marijuana. WeedMD's operations are based in Aylmer, Ontario in a 25,000 sq. ft. converted tobacco plant which is being retrofitted for medical marijuana and has the potential to expand to 160,000 sq. ft. WeedMD has a strategic partnership with United Cannabis, a leading bio-cannabinoid technology, management and consulting company based in Colorado. WeedMD's team includes industry and health professionals with significant experience and expertise in seniors' healthcare, many of whose patients use or plan to use medical marijuana. WeedMD has hired leading growers, quality assurance and R&D professionals to manage plant physiology, phyto-sanitary issues and active ingredient concentrations. www.weedmd.com
Forward-Looking Statements
Certain statements in this news release may contain forward-looking information within the meaning of Rule 175 under the Securities Act of 1933, and are subject to Rule 3B-6 under the Securities Exchange Act of 1934, and are subject to the safe harbor created by those rules. All statements, other than statements of fact, included in this release, including, without limitation, statements regarding potential future plans and objectives of the company, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and other results and further events could differ materially from those anticipated in such statements. Future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward-looking statements.
For further information, contact:
United Cannabis
Paul Enright
Tel#: 303-904-9296
Email: paul@unitedcannabis.us
WeedMD
Alison Gordon
Tel#: 416-737-0271
Email: alisongordon@rogers.com
MCGI on ALERT !!!
Fbc Holding, Inc. (FBCD) up 21.74% !!!
Volume: 619,900
Itonis, Inc. (ITNS) up 4.65% !
10 mil in volume in 20 minutes already...RADAR !
Qed Connect, Inc. (QEDN) up 4.19% !
Volume: 160,00
Interdigital, Inc. (IDCC) up 19.41% !!!
Volume: 2,494,244
Itonis, Inc. (ITNS) up 35.00% !!!
Volume: 38,541,585
Efftec International (EFFI) up 45.30% !!!
Volume: 1,039,445
Therapy Cells, Inc. (TCEL) up 33.33% !!
Volume: 13,897,119
Fbc Holding, Inc. (FBCD) up 16.67% !!!
Volume: 90,000
OWOO green all morning! looking to pick up this afternoon!
One World Holdings OWOO up 8.33% !
OWOO Due Diligence: http://www.ddnotesmaker.com/index.php?ticker=OWOO
$OWOO Website: http://www.oneworlddolls.com
XDSL setting up for an afternoon run...don't miss out...
FBCD Is a volume mover...check it out !
XDSL time to get in...solid money maker here !
Fbc Holding, Inc. (P (FBCD) up 38.10% !!
Volume: 759,000
Mphase Technologies, (XDSL) up 22.22% !!
Volume: 32,225,800
Mphase Technologies, (XDSL) up 11.11% !!
Volume: 23,925,800
W Technologies, Inc. (WTCG) up 6.98% !
Volume: 525,183
Fbc Holding, Inc. (P (FBCD) up 9.52% !!
Volume: 447,000
XDSL Yesterday's News:
mPhase Technologies, Inc. (XDSL) (http://mphasetech.com/), announced today that Revenues from its mPower JumpIt and Mini JumpIt product line exceed prior years revenues.
mPhase Technologies, Inc. stated today that its revenues for the quarter ended March 31, 2014 and Year-to-Date revenues for Fiscal Year 2014 have increased significantly over total revenues for Fiscal Years 2013 and 2012.
For the quarter ended March 31, 2014 revenues jumped to $255,113 from $53,653 in the quarter ended December 31, 2013. In addition, year-to-date revenues for fiscal year 2014 have increased to $308,767 from $4,084 in fiscal year ended June 30, 2013 and $1,502 for the fiscal year ended June 30, 2012.
The Company believes that the growth in revenues is the first sign that it is beginning to gain traction in the U.S. consumer market for battery jumpstarter products. The mass market is vast, crossing many target markets. These include automotive, marine and spanning into consumer electronics. The Company is seeking to further penetrate these markets with their existing jumpstarter products and continue to add to the line with additional products that provide varying capabilities and applications.
About mPower Technologies
mPower Technologies Inc. is the wholly owned consumer products subsidiary of mPhase Technologies, Inc. More information about the company can be found at http://www.mpowertech.com.
About mPhase Technologies, Inc. mPhase Technologies Inc. (XDSL), a 2013 Frost and Sullivan recipient for the North American Advanced Battery Technology Innovation Award. mPhase Technologies is a publicly traded company (XDSL) that is pioneering a revolutionary Smart Surface technology enabled by breakthroughs in nanotechnology, MEMS processing and microfluidics. Our Smart Surface technology has potential applications within drug delivery systems, lab-on-a-chip analytic systems, self-cleaning systems, liquid and chemical sensor systems, and filtration systems. mPhase has pioneered its first Smart Surface enabled product, the mPhase Smart NanoBattery, still in development. More information about the company can be found at http://www.mPhaseTech.com.
Forward-Looking Statements. As a cautionary note to investors, certain matters discussed in this press release may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such matters involve risks and uncertainties that may cause actual results to differ materially, including the following: changes in economic conditions; general competitive factors; acceptance of the Company's products in the market; the Company's success in technology and product development; the Company's ability to execute its business model and strategic plans; and all the risks and related information described from time to time in the Company's SEC filings, including the financial statements and related information contained in the Company's SEC Filing. mPhase assumes no obligation to update the information in this release.
mPhase Technologies, Inc.
Danielle LaSalle, 973-256-3737
dlasalle@mPhasetech.com
FBCD Financials: http://www.otcmarkets.com/stock/FBCD/financials
FBCD NEWS LINK: http://www.otcmarkets.com/stock/FBCD/news
FBCD Co. profile: http://www.otcmarkets.com/stock/FBCD/profile
FBCD CHART: http://www.otcmarkets.com/stock/FBCD/chart
FBCD Security Details
Share Structure
Market Value1 $888,421 a/o May 02, 2014
Shares Outstanding 269,218,504 a/o Mar 27, 2014
Float Not Available
Authorized Shares Not Available
Par Value 0.001
Shareholders
Shareholders of Record 74 a/o Apr 24, 2014
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=9934875
W Technologies, Inc. Joint Venture Partner, 1World Direct Ltd., Announces Global Marketing Agreement With BizConnect360
HUNTINGTON BEACH, CA--(Marketwired - May 28, 2014) - W Technologies, Inc. (PINKSHEETS: WTCG) (www.wtechnologies.biz) announced today that its Joint Venture Partner, 1World Direct Ltd. Hong Kong, (www.1worlddirect.net) has signed a Global Marketing Agreement with BizConnect360, an Anaheim Hills, California-based company.
BizConnect360 (www.Bizconnect360.com) was engineered to be one of the most comprehensive set of business tools ever created. The program was originally designed for the insurance industry and then it transformed into a one stop portal that small to large businesses can utilize. BizConnet360 is an ultimate business tool that will become the standard by which similar programs will be measured. The brilliance behind BizConnet360 is its all-inclusive easy to use platform that all sales professionals have been waiting for. BizConnect360 is a turnkey sales funnel system, which brands clients and affiliates and is easily to enroll in and begin using immediately. 1 World Direct Ltd. in coordination with another of its JV partners Cloud Lead Enterprises LLC has launched a global sales campaign that will begin in the US, Europe and Austral Asia. Cloud Leads Enterprises (CLE) foresees the potential of BizConnect360 and has structured a sales and marketing program that will generate larger revenues on an ongoing basis.
Jesse Alcala, President of CLE with 30 plus years an agent in the insurance industry, stated, "If Bizconnect360 had been around 20 years ago we would have tripled our revenues and there is no reason that can't happen today."
Butch Chelliah, CEO of BizConnect360, stated, "The 1World Direct Ltd - W Technologies, Inc. joint venture partnership is providing our company with strategic marketing capabilities and powerful sales support thereby giving our company a global marketing presence. We expect that our relationship will enhance the revenues of all of the involved entities."
About W Technologies, Inc.
W Technologies, Inc. (www.wtechnologies.biz), whose stock is publicly traded under the symbol (PINKSHEETS: WTCG), is a diversified holding company with the mission to develop, manage and finance emerging companies. W Tech will be involved in the development of new social media and digital advertising technologies, on-line shopping and payment solutions, new environmentally-safe oil and gas recovery technologies, new clean water technologies, financial services involving residential and commercial real estate and other emerging markets. The Company expects to bring a paradigm shift in the use of these new technologies in the respective business sectors and to develop new methods to finance its affiliated companies. Through its subsidiaries and affiliates with their experienced personnel, W Tech will seek to grow through acquisitions, joint marketing arrangements and organic growth in emerging markets.
Precautionary and Forward-Looking Statements
This release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. "Forward looking statements" describe future expectations, plans, results, or strategies and are generally preceded by words such as "may," "future," "plan" or "planned," "will" or "should," "expected," "anticipates," "draft," "eventually" or "projected." You are cautioned that such statements are subject to a multitude or risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements, including the risks that actual results may differ materially from those projected in the forward-looking statements as a result of various factors, and other risks identified in the Company's disclosures or filings with OTC Markets, Inc. You are further cautioned that stocks of smaller companies like W Technologies, Inc. are inherently volatile and risky and that no investor should buy this stock unless they can afford the loss of their entire investment.
Contact:
W Technologies, Inc.
Investor Relations - 800-850-9601
FBCD: About FBC Holding, Inc.
FBC Holdings develops and markets innovative products using a 'new proprietary' technology whereby buttons, switches, wires and other electrical components can be printed on nearly any media. Management is experienced in Direct to Consumer Marketing (design, manufacture and market creative products leveraging cutting edge technology). FBC's market is diverse, covering consumer products, health care related products, and, toy and entertainment products.
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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?
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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}
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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
*****Disclaimer:*****
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