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Texas Wyoming Drilling (TWDL) up 14.29% !!!
Volume: 623,000
$DRGV is Active on the Nevada Secretary of State site:
https://nvsos.gov/sosentitysearch/CorpDetails.aspx?lx8nvq=FcyjzGeIxH4raqNVmqNh4w%253d%253d&nt7=0
Seaniemac International (BETS) up 37.64% !!
Volume: 183,593
Breaking NEWS from $DRGV http://finance.yahoo.com/q/h?s=DRGV+Headlines
$DRGV ~ For the first quarter of 2014, total revenues were $4.3 million
$DRGV ~ The recently reported increase in revenue was mainly attributable to an increase in sales of lower margin office equipment at the Company's Shanghai Zhaoli Technology Development Co., Ltd. ("Zhaoli").
DRGV news from yesterday! :
SHANGHAI, May 13, 2014 /PRNewswire/ -- Dragon Capital Group Corp. (OTC: DRGV), a leading holding company of emerging high-tech companies in China, announced today its wholly owned subsidiary, Shanghai Yazheng Information Technology Co., Limited ("Yazheng"), has received a contract from Shanghai North Gas Company, Limited ("Shanghai North Gas") to install an Integrated Distribution and Sales Management System at its Jiading Branch. The contract, valued at approximately $100,000, is expected to be completed in 2014.
In April, 2014, Shanghai North Gas officially approved and initiated the project "Integrated Distribution and Sales Management System at Jiading Branch". This new project will further enhance the Gas Pipeline GIS System and Customer Sales Management System already contracted by Yazheng with Shanghai North Gas. The system will connect the databases within the two current systems and integrate the underground pipe network distribution data with the customer sales data above the ground. Currently, most domestic gas company's pipeline network data is separated from the customer data making the gas supply information independent from the gas usage information resulting in potential date inefficiency and data inconsistency.
Mr. Lawrence Wang, Chairman and CEO of Dragon Capital Group, stated "We are very pleased to have been awarded this new contract for our integration distribution and sales management system at Jiading branch. We plan to utilize this integrated management system to improve the efficiency and safety of Shanghai North's gas pipeline network to benefit their customers. We intend to further our marketing efforts for this management system and related services to other branches and gas companies in 2014 as we build this business into an important source of high margin revenue for our company in the years to come."
About Dragon Capital Group Corporation
Dragon Capital Group Corp. (OTC: DRGV ) is doing business in China through its subsidiaries. Dragon was established to serve as a conduit between Chinese high-growth companies and Western investors. DRGV functions as an incubator of high-tech companies in China, offering support in the critical functions of general business consulting, formation of joint ventures, access to capital, merger & acquisition, business valuation, and revenue growth strategies. DRGV has developed a portfolio of high-tech companies operating in China. For more information about DRGV, please visit http://www.dragoncapital.us
Safe Harbor Statement
Certain statements set forth in this press release constitute "forward-looking statements." Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate, or imply future results, performance or achievements, and may contain the word expressions of similar meaning. Such statements are not guarantees of future performance and are subject to risks and uncertainties that could cause the company's actual results and financial position to differ materially from those included within the forward-looking statements. Forward-looking statements involve risks and uncertainties, including those relating to the Company's ability to grow its business. Actual results may differ materially from the results predicted and reported results should not be considered as an indication of future performance.
Contact:
Richard Galterio
U.S. Representative
Telephone: (954) 363-7333 ext 316
Facsimile: (954) 363-7320
Email: info@dragoncapital.us
SOURCE Dragon Capital Group Corp.
DRGV on ALERT ! strong news yesterday !
Bio-matrix Scientific (BMSN) 21.21% !!
Volume: 40,636,615
MYSK, watch this stock...big money going on soon...
Myskin (QB) (MYSK) up 3.47%!
Volume: 29,210
Wwa Group, Inc. (QB) (WWAG) huge gain up 238.24% !!!
Volume: 36,469,346
Alaska Pacific Energy (ASKE) still up 100.00% !!
Volume: 743,270,641
Bio-matrix Scientific (BMSN) up 62.50% !!
Volume: 106,737,911
Bio-matrix Scientific (BMSN) up 37.50% !!
Volume: 25,761,677
Alaska Pacific Energy (ASKE) up 100.00% !!!
Volume: 329,127,490
Alaska Pacific Energy (ASKE) up 66.67% !!
Volume: 252,269,673
ASKE moving quickly !! Alert !!
ETEK on radar...lots of chatter...
FTC: Snapchat Deceived Customers
NEW YORK May 8, 2014 (AP)
By BARBARA ORTUTAY AP Technology Writer
http://abcnews.go.com/Technology/wireStory/ftc-snapchat-deceived-customers-stored-videos-23641126
Snapchat has agreed to settle with the Federal Trade Commission over charges that it deceived customers about the disappearing nature of messages sent through its service and collected users' contacts without telling them or asking permission.
Snapchat is a popular mobile messaging app that lets people send photos, videos and messages that disappear in a few seconds. But the FTC says Snapchat misled users about its data collection methods and failed to tell users that others could save their messages without their knowledge.
Snapchat has said that it notifies users when a recipient takes a screenshot of a "snap" they've sent. But the FTC said recipients with an Apple device that runs an operating system that predates iOS 7 could evade the app's screenshot detection. Apple's iOS7 launched last summer.
In addition, the FTC says Snapchat's app stored video snaps that were not encrypted on the recipient's device. The videos remained accessible to the recipient, the agency said. A user could access a video message, even after it supposedly disappeared, if the user simply connected the phone to a computer and accessed the video in the device's file directory.
The FTC complaint also alleges that Snapchat failed to secure its "find friends" feature. A security breach in January allowed hackers to collect the usernames and phone numbers of some 4.6 million Snapchat users. The breach occurred after security experts warned the company at least twice about a vulnerability in its system. Snapchat later issued an update to its app that fixed the issue and allowed users to opt out of the "find friends" feature.
The settlement doesn't have a financial component, but if Snapchat is found to violate the agreement, the company could end up paying a civil penalty of up to $16,000 for each violation. The Los Angeles startup reportedly turned down a $3 billion buyout offer from Facebook last fall.
The FTC said Snapchat agreed to settle without admitting or denying any wrongdoing.
http://abcnews.go.com/Technology/wireStory/ftc-snapchat-deceived-customers-stored-videos-23641126
Leep, Inc. (PN) (LPPI) up 48.00% !!
Volume: 1,629,658
Independent Film Dev (IFLM) up 38.00% !!
Volume: 83,550
Hop-on, Inc. (PC) (HPNN) up 20.00% !!
TWDL on WATCH...when volume starts, time to get in...this is going to be big...
GPNE Global graphite demand is being driven by the development of new markets for clean and e?cient energy alternatives, smart grid infrastructure and military capabilities. Next Graphite has an immediately-available, surface-visible, estimated 140,000-ton stockpile, along with competitive projected mining and processing costs. The completion of GPNE's Aukam Graphite Mine re-launch and development activities is expected to result in a multi -million dollar inward investment into Namibia in 2014-2015.
GPNE (Next Graphite, Inc.) is a development stage company targeting the growing global graphite production industry with the Company’s 125,000-acre Africa-based Aukam Graphite Mine. The Aukam Graphite Mine was established in 1940 in the current Republic of Namibia, produced USD$30 million of graphite at today’s prices, and is estimated to hold over 4 million tons of natural, high-grade, large-?ake, hydrothermal-sourced graphite reserves.
$GPNE ~ Financial Reporting/Disclosure and Security Details:
http://www.otcmarkets.com/stock/GPNE/profile
Next Graphite, Inc. (GPNE) up 13.64% !!
Volume: 20,170
New Penny Stock Listing Rules Require Executive Certifications
By John Kester
Reporter
May 2, 2014, 4:09 PM ET
http://blogs.wsj.com/cfo/2014/05/02/new-penny-stock-listing-rules-require-executive-certifications/
Chief executives and chief financial officers of some U.S.-listed penny stock companies are set to start signing off on their corporate information, signaling a corporate governance upgrade for some of the nation’s tiniest companies.
Due to new listing standards implemented by OTC Markets’ Venture Stage Marketplace this week, the companies, which include early and development-stage firms, will be required to have their executives certify annually that their results are up-to-date in order to stay listed on that exchange. Those companies will also need to trade at a minimum of $0.01 per share, and make more information available to investors.
CEOs and CFOs of large public companies have had to sign certifications on corporate results since the Sarbanes-Oxley Act of 2002.
OTC is implementing the new requirements “to improve transparency” and keep out businesses especially prone to involvement with “nefarious” characters, the company said in an e-mail to listed companies. It aims to emulate similar venture exchanges in Canada and London that specialize in listing early-stage companies.
Some OTC companies wanted to trade on an exchange with “moderately high standards,” OTC said. The company still operates its Pink exchange which has no listing standards.
More than 3,000 securities trade on the OTC’s Venture Stage Marketplace, and the exchange is removing companies that don’t meet the new requirements.
The $0.01 minimum share price is designed to eliminate those companies most prone to “stock fraud schemes or promotions,” OTC said. “Any company that has traded below a penny for any length of time is not creating value for its shareholders,” it said.
Write to John Kester at John.Kester@wsj.com.
http://blogs.wsj.com/cfo/2014/05/02/new-penny-stock-listing-rules-require-executive-certifications/
$GPNE Marketwatch - http://www.marketwatch.com/investing/stock/gpne
Keep TWDL on your Radar...overdue to move again.
GPNE on ALERT today...lots of chatter over the weekend and this am !
Texas Wyoming Drilling (TWDL) up 6.06% !!
Volume: 214,001
POIL Service Providers:
Accounting/Auditing Firm
M&K CPAS, PLLC
4100 North Sam Houston Pkwy W
Houston, TX, 77086
United States
Legal Counsel
Harold P. Gewerter, Esq. Ltd.
5536 S. Fort Apache Rd.
Suite 102
Las Vegas, NV, 89148
United States
POIL Company Updated Profile:
9500 W. Flamingo Rd.
Suite 205
Las Vegas, NV 89147
Website: http://www.poil.us
Phone: 1 888 303 2272
Email: info@poil.us
POIL Filings:
Edgar filings: http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001377167&owner=exclude&count=40
Latest filings: http://www.otcmarkets.com/stock/POIL/filings
Latest financials: http://www.otcmarkets.com/stock/POIL/financials
Latest news: http://www.otcmarkets.com/stock/POIL/news - http://finance.yahoo.com/q/h?s=POIL+Headlines
He-5 Resources Corp. (HRRN) up 42.86% !!
Volume: 47,993,569
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
Seller Accepts IFLM Offer for Property Acquisition
Earnest Money Has Been Deposited in Escrow
LOS ANGELES, CA--(Marketwired - May 1, 2014) - IFLM (OTCQB: IFLM), with a plan of operations to develop themed resorts and be a sales / distribution agent for digital films, announced today that it is set to acquire the first property for its real estate fund. IFLM and the seller have agreed on a price of $1.275 million for a property in southern CA.
"The offer has been accepted by the seller and earnest money has been transferred to escrow," said IFLM COO Jeff Ritchie. "Tentatively, we are looking to complete the transaction and take possession of the parcel in June."The property is the first acquisition under the IFLM Realty strategy. The purpose of the IFLM Realty strategy is to acquire investment grade properties -- residential and commercial -- where IFLM management and advisors have identified a niche. IFLM is actively looking for properties that are available under their market value and that are outside the scope of the major developers and / or owned by cash strapped operators. The causes of these undervaluations can be anything from creditor pressure and poor management to a lack of cash to manage the properties."
"Once the deal closes, we're seeking to improve the land with an architecturally significant residential home," said IFLM CEO David Garland. "This is a solid first step in the execution of our strategy. We hope that this represents the first of many acquisitions. It will also be the first real property asset on IFLM's books."
The parcel consists of a 2.83 acre parcel with two building lots. A residence is planned on the larger of the two building lots. The proposed design will be a magnificent architectural statement by Vitus Matare. As designed, it will be a 4,000+ SF modern masterpiece with an additional 1176 SF detached studio. The completed property is designed to include a two car garage, along with a pool, a spa and an additional 684 SF of covered decks. The purchase price includes all the plans, reports, results of investigations, and is contingent on final City approval.
About Independent Film Development Corp.:
Based in Los Angeles California, Independent Film Development Corporation has developed a business plan of operations of developing genre themed studio style resorts, and film sales, distribution, and development.
Forward-Looking Statements:
This press release includes forward-looking statements concerning the future performance of our business, its operations and its financial performance and condition, and also includes selected operating results presented without the context of accompanying financial results. These forward-looking statements include, among others, statements with respect to our objectives and strategies to achieve those objectives, as well as statements with respect to our beliefs, plans, expectations, anticipations, estimates or intentions. These forward-looking statements are based on our current expectations. We caution that all forward-looking information is inherently uncertain and actual results may differ materially from the assumptions, estimates or expectations reflected or contained in the forward-looking information, and that actual future performance will be affected by a number of factors, including economic conditions, technological change, regulatory change and competitive factors, many of which are beyond our control. Therefore, future events and results may vary significantly from what we currently foresee. We are under no obligation (and we expressly disclaim any such obligation) to update or alter the forward-looking statements whether as a result of new information, future events or otherwise.
Contact:
Independent Film Development Corp.
C. David Pugh
CCO
Email Contact
914-763-3229
Texas Wyoming Drilling (TWDL)up 3.13% !!
Volume: 250,000
POIL looking good, been in this for a while now...lots of money to be made..
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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
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