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here from the 1-a Number of securities offered 450,000,000 that dose not look like 14 billion shares to me that is four hundred fifty million shares offered in the 1-a big difference
i find this hard to believe that the company spent all that money here getting caught up on there filings . then when Mr. Night, President and CEO. of the company came on board and took over just let everything fall behind again . this has plenty going for it all they need to do is just catch the filings back up what is nights problem here .
JUST MY OPINION ON THE MATTER
yes it dose
this is building a nice base here at .03 . this base is was needed before the next move up
not sure at this time this is all i found so far but it talks about Money laundering by Neuro-Hitech,, witch is what wdbg took over with the merger they changed the name from Neuro-Hitech, to wdbg
https://pitchbook.com/profiles/company/42052-96
here read the second paragraph in the link
https://backend.otcmarkets.com/otcapi/company/financial-report/205673/content
Scottsdale and John Hurry Push Back – FINRA Assault on Small Broker Dealers
Posted by Brenda Hamilton, Securities and Going Public Lawyer
On December 17, 2018, John Hurry broker dealer, Scottsdale Capital Advisers Corporation sued the Financial Industry Regulatory Authority (“FINRA”), for breach of contract in the U.S. District Court for the District of Columbia. Scottsdale and its sister company, Alpine Securities, Inc., are broker-dealers controlled by John J. Hurry and his wife Justine. Both companies are FINRA members. Both John and Justine Hurry are registered brokers regulated by FINRA.
The complaint alleges that FINRA has breached its agreement with and obligations to member firms by its “increasing and current failure to provide fair and meaningful representation” to them, and by taking “affirmative acts that have the effect if not the purpose of burdening competition, harming not only member firms but also issuers and customers.” Broadly, Scottsdale is saying that rather than help small securities firms, it’s unfairly attacking and damaging them:
Through… improper enforcement efforts, FINRA has… engaged in “unfair discrimination” against certain of its members in violation of its governing statute and By-Laws. It has aggressively targeted and sought to punish or even eliminate specific segments of the securities market. Through its coercive actions against smaller member firms who are engaged in the microcap and low-priced securities business, FINRA has gotten to the point that it is gutting the ability of firms, issuers and investors to participate in that market.
FINRA’s breach is the direct cause of damage being inflicted on Plaintiff and other microcap market participants. As a result of its leadership and through its actions, FINRA has increasingly taken irrational and unfounded positions that are “choking” the microcap markets and preventing smaller and startup issuers from being able to finance the operation and growth of their businesses. At this point, only a handful of firms are still willing and able to process and clear sales of microcap securities, and those firms are under intense pressure to cease their participation in the market.
Everyone who follows penny stocks knows that in recent years, the Securities and Exchange Commission (“SEC”) and FINRA have made it increasingly difficult for companies like Scottsdale and Alpine to clear stock and to sell it for their own clients. As the regulators see it—and is in fact the case—those clients are often offshore entities located in countries where securities regulations are lax. Some of those clients are brokerages that open their own accounts with U.S. firms and use those accounts to sell their clients’ stock in the States. The names of the actual owners of the stock are often unknown, because the stock is almost always held in nominee accounts. That allows the actual owners to remain anonymous, and also to conceal the fact that they are affiliates; that is, they own more than ten percent of the issuer’s shares outstanding. The owners are often what could be described as “financiers,” but are usually described as “toxic funders,” lending money to issuers in exchange for promissory notes that can, after an appropriate holding period, be converted to free trading stock and sold into the U.S. market, which in most cases is the only market for these securities.
Because of the anonymity of the owners, and the question of affiliation, the regulators take the view that these transactions may constitute illegal money laundering. In the past five or six years, they’ve brought an increasing number of legal actions designed on the one hand to expose and punish the owners, and on the other to force clearing firms and brokers to file Suspicious Activity Reports (“SARs”) before engaging in any transactions involving potentially illegal activities. Not only must SARs be filed; they must also contain specific information explaining why the brokerage in question believed the transaction in question might be fraudulent. Guidelines for the preparation for SARs are offered by the U.S. Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”), and they clearly state that “[e]xplaining why the transaction is suspicious is critical.” In June 2017, the SEC charged Alpine with failing to comply with anti-money laundering (“AML”) laws because it sometimes neglected to file SARs at all, and, when it did file them, “omitted material red flags and other material information that were in Alpine’s possession and that were required to be reported.” In these cases, Alpine acted as the clearing firm, with Scottsdale as the introducing broker. During the relevant period—May 17, 2011 through December 31, 2015–1,950 SARs were found to be deficient in various ways and for various reasons.
The Backstory
Before the SEC went after Alpine, FINRA took an interest in Scottsdale. On May 15, 2015, the regulator initiated an enforcement action against the brokerage, John Hurry, Timothy DiBlasi, and Michael Cruz. DiBlasi and Cruz are registered representatives who work for Scottsdale. The complaint alleged that between December 1, 2013 and June 30, 2014, Scottsdale liquidated more than 74 million shares of the stock of three microcap companies: Neuro-Hitech Inc. (NHPI; now WDBG, Woodbrook Group Holdings, Inc.), Voip Pal.com (VPLM), and Orofino Gold Corp. (ORFG; now BKEN, Bakken Energy Corp). The stock was deposited by Scottsdale’s customer Cayman Securities Clearing and Trading SECZ, Ltd. (“CSCT”) into its account with Scottsdale. The shares were unregistered, and did not qualify for any exemption from registration. The sales were, FINRA concluded, illegal. CSCT generated more than $1.7 million in proceeds for its own customers, the owners of the stock.
John Hurry was the founder and owner of CSCT. FINRA alleges that CSCT “became a customer of Scottsdale, established accounts and subaccounts for its customers on whose behalf CSCT deposited over 650 million shares of microcap stocks, and liquidated nearly 145 million shares, generating profits of approximately $5.5 million.” CSCT became an “attractive intermediary” for shady individuals who wanted to liquidate large positions in microcap stocks. CSCT was not regulated by the Cayman Islands—in 2013, Hurry claimed and received exemption from regulation by the country’s Monetary Authority—and benefited from the Caymans’ secrecy laws. Those laws protected customers’ identities from disclosure. Hurry put the firm’s liquidation business in the hands of an individual who had no prior securities industry experience. According to FINRA, that person, called “GR” in the complaint, “lacked basic computer skills.” Hurry himself found the firm’s customers, and traveled to Central America to meet with three of them. During the period in question, CSTC generated more than $170,000 in revenue for Scottsdale.
CSCT had four customers, identified by FINRA only as MS, UIS, TIS, and DC. All four were located in Belize or Panama, which are, as FINRA points out, “countries of primary money laundering concern.” The customers opened a total of 27 subaccounts, in addition to their primary accounts. That provided additional protection for the actual owners (and real sellers) of the stock: CSCT itself did not necessarily know who the customers of the four customers were.
One of the primary customers, MS, was a Panamanian broker-dealer. MS’s own customers were nominees; it’s apparently uncertain whether CSCT even knew who really owned MS. UIS was a broker-dealer located in Belize, as were TIS and DC. All three, like MS, did their best to conceal the identities and even the nationalities of their control persons, and of their clients as well, creating risks that were passed on to Scottsdale and Alpine when the liquidations they ordered were executed. At Scottsdale, Timothy DiBlasi failed to create a supervisory system that included written supervisory procedures (“WSPs”) and Michael Cruz failed to investigate the many red flags raised by the CSTC transactions.
The Issuers
In early 2014, Neuro-Hitech, once an unsuccessful pharmaceutical company, abruptly switched business sectors, getting into the oil and gas production and exploration business, though it didn’t entirely abandon its earlier interests. It had minimal revenues and considerable expenses, and so decided to run a promotion. Between mid-February and mid-March 2014, NHPI was hyped extravagantly in at least 17 press releases and newsletters. The story is familiar: the stock rose from $0.0125 on February 10 to a high of $0.0550 on March 12. Five days later, it had sunk to $0.0160. That happened for the usual reasons. Between February 7 and May 7, CSTC deposited 60 million shares of NHPI stock in certificate form in its account at Scottsdale. It liquidated the shares shortly after deposit, taking advantage of the promo campaign, and wired the proceeds out of its Scottsdale account quickly.
The paperwork sent by CSCT to Scottsdale—a promissory note, a note conversion agreement, three more promissory notes, and three related note satisfaction agreements—indicated that a Texas resident called Thomas Collins had loaned $10,000 to NHPI and converted 90 percent of the debt to 90 million shares of NHPI stock, which he received on November 15, 2013. According to FINRA, it isn’t certain that a real “Thomas Collins” ever existed, but the relevant documents were signed with that name. Since NHPI was said to have about 980 million shares issued and outstanding, FINRA says “the conversion should have raised a “red flag” because, by converting only 90 percent of the debt to 90 million shares of NHPI stock, Collins avoided becoming a ten percent owner of NHPI and thereby a presumptive affiliate of NHPI.”
More problematic still, on September 1, 2013, Collins pledged 60 million of the shares he didn’t yet own to three Belizean entities as collateral for funds those entities loaned to him. The entities—Sky Walker, Inc., Swiss National Securities, and Ireland Offshore Securities—were clients of UIS. The loans were supposedly paid in full, as each of the three entities signed a note satisfaction agreement on September 16, 2013, when they purportedly received the stock pledged to them. Despite what FINRA considers invalid title to the shares in question, between February 7, 2014 and March 12, 2014, CSCT deposited 60 million shares of NHPI at Scottsdale for the benefit of UIS, which was acting for its customers, the three Belizean entities.
For those and other reasons detailed in the complaint, FINRA found that “[t]he due diligence documents for the NHPI deposits obtained by Scottsdale are contradictory, incomplete, and inaccurate.” Yet between late February and early May 2014, CSCT liquidated all 60 million shares through Scottsdale and wired the proceeds of about $263,000 out of its account. FINRA argues that because of the obvious problems with the due diligence packet sent to Scottsdale, the stock sold was unregistered and Rule 144 safe harbor was unavailable.
The story was similar with VPLM and ORFG: inadequate due diligence packets were presented to Scottsdale by CSCT, and were relied upon by Scottsdale to deposit and liquidate large amounts of stock. As with NHPI, the stock was unregistered, and Rule 144 was unavailable.
FINRA charged Scottsdale and Hurry with sales of unregistered securities, a violation Section 5 of the Securities Act of 1933 (the “Securities Act”), Scottsdale and DiBlasi with deficient supervisory procedures, and Scottsdale and Cruz with a failure to supervise.
The Decision
An Amended Extended Hearing Panel Decision in the case was handed down on June 20, 2017. (It was, FINRA explains, amended only to correct a single factual error; the regulator has evidently removed the original from its website.) The Respondents’ Answer was filed on June 26, 2015, but is not included among the filings provided by FINRA.
In its Findings, the panel discusses the arguments presented by Scottsdale and the individual respondents, and by so doing reveals the identities of some of the players left unnamed in the complaint. In that document, CSCT’s four clients are called only “MS, UIS, TIS, and DC.” We learn from the complaint that MS, located in Panama, was Montage Securities. Montage appears still to exist, though its website is currently dead. UIS and TIS, located in Belize, were Titan International Securities and Unicorn International Securities. Titan, Unicorn, and their owners were indicted by the Department of Justice on September 9, 2014 for the roles they played in an elaborate securities fraud and money laundering scheme run by Robert Bandfield and Arthur Godfrey. The identity of “DC” remains a mystery; it is nowhere mentioned outside the FINRA complaint.
“GR” the CSCT employee with questionable computer skills who worked at CSTC during the relevant period, is revealed as one Gregory V. Ruzicka. Ruzicka was in fact an attorney who was not practicing at the time. According to FINRA, he had suffered serious financial difficulties and was unemployed. He asked John Hurry, whom he’d known for years, for a job at a bicycle shop Hurry owned. Though Hurry admitted he was “kind of taken back a little bit,” he instead offered to put Ruzicka in charge of CSTC. Hurry would later point out that Ruzica had two master’s degrees, one of them in U.S. tax law, and claimed he had spent months studying Rule 144 before starting at CSTC.
In the Findings, the panel points out that before Hurry created CSTC, Scottsdale had done business directly with Titan and Unicorn. Scottsdale (and Alpine) had also worked with Gibraltar Global Securities, a Bahamian broker dealer. In 2013, the SEC sued Gibraltar and its owner Warren Davis, alleging that the firm had sold millions of dollars’ worth of stock in Magnum d’Or (MDOR), a penny mining company, through omnibus accounts held in five U.S. brokerages. The five included Scottsdale and Alpine. Gibraltar closed its doors as a result of the SEC litigation, and a number of its clients migrated to Titan.
FINRA also made note of two other SEC enforcement actions involving offshore brokerages with which Scottsdale had had dealings, saying the actions should have caused the firm to take precautions to make sure it didn’t participate in sham transactions, with special attention given to the involvement of nominees. One of those cases involved Biozoom, Inc. (BIZM). The stock was pumped, and then suddenly a number of Argentine citizens dumped millions of shares of unregistered BIZM stock. It was obvious to anyone following the story that they were nominees, not the real owners of the stock. The SEC suspended trading, and obtained an asset freeze of the Argentines’ accounts in July 2013. In May 2018, the agency brought civil charges against penny promoter and manipulator Francisco Abellan Villlena and three associates. Testifying before FINRA in the Scottsdale case, Henry Diekmann, the firm’s president, testified lamely that nominees were tricky, because it was “just impossible to know that there was somebody else behind this.” Michael Cruz said, “[I]t’s almost impossible to detect these nominees, that they’re going to be… misrepresenting the—you know, the true identity of these persons.” FINRA was not persuaded by the respondents’ argument that Scottsdale’s role in these earlier penny scams was insignificant, and irrelevant to the current FINRA action.
In his own testimony at the FINRA hearing, Hurry attempted to minimize his role in CSCT’s management and operations, seeking to convince the panel that Ruzicka and an assistant did the heavy lifting, seeking out and bringing in clients like Titan, Unicorn, and Caledonian Securities. (Caledonian Securities and a sister entity, Caledonian Bank, were sued by the SEC for their role in distributions of unregistered stock in four penny companies. Scottsdale is mentioned in the complaint, but was not a named defendant.) Ruzicka had consented to an on the record interview (“OTR”) with FINRA earlier, but did not appear at the hearing because, the panel says, “after being contacted by counsel for Respondents, Ruzicka declined to testify.” The attorney first tried to call Ruzicka, and then sent a text saying:
You may want to know how FINRA has been characterizing you during the first week of the hearing. For example, you were “hapless,” “malleable,” and “bereft of other options.” You may want to know the other side of what FINRA is telling you. I would welcome the opportunity to discuss.
Ruzicka, apparently offended by this portrayal, texted FINRA Enforcement, saying he was “done” cooperating.
In its findings, the FINRA panel explains the lengths to which Hurry went to conceal the extent of his involvement with CSCT, from using Apple FaceTime to discuss business with Ruzicka and with clients, to insisting on an email address in which his name appeared only as “x.” In response, Hurry said he liked FaceTime because it was free. The panel did not find any of his responses convincing. It also disputed the reason Hurry gave for setting up CSCT in the first place: that by doing so, he would relieve Alpine of IRS withholding obligations. The panel offers an alternative explanation:
Rather, we conclude from Cruz’s and Diekmann’s testimony regarding heightened regulatory scrutiny in the period leading up to the establishment of CSCT, and the filing of the four prior SEC complaints against Scottsdale customers and employees, that Hurry sought to insulate his business from regulatory oversight by moving Scottsdale’s FFI [foreign financial institution] business offshore.
It added:
We observe that Hurry appeared to be a canny, sophisticated, controlling, and hard-driving businessman. Hurry’s attempt to portray himself as a distant figure, far removed from CSCT’s business was not credible. Although he claimed that he likes to empower his people to run their businesses on their own, that is demonstrably untrue.
The panel came to equally harsh conclusions about DiBlasi and Cruz.
As to the fundamental charge in FINRA’s enforcement action—the sale of unregistered securities—the panel notes that “a firm must examine the information it receives with a skeptical eye because the interested parties have an incentive to mislead and deceive a firm in order to facilitate their sale of securities,” and quotes the SEC on that subject:
A dealer who offers to sell, or is asked to sell a substantial amount of securities must take whatever steps are necessary to be sure that this is a transaction not involving an issuer, person in a control relationship with an issuer[,] or an underwriter. For this purpose, it is not sufficient for him merely to accept “self-serving statements of his sellers and their counsel without reasonably exploring the possibility of contrary facts.”
In sum, the panel concluded that “Respondents were confronted by abundant evidence that they were likely participating in unlawful distributions of securities. They cannot clam that they were unaware of facts signifying that possibility or the need to conduct further inquiry.”
The hearing panel fined Scottsdale $1.5 million, “in light of the egregious nature of the Firm’s violation, the Firm’s institutionalization of the misconduct as its standard way of doing business, and the other aggravating factors set forth” in the Findings. Hurry, who the panel believes “is a threat to the investing public,” was barred from associating with any FINRA member in any capacity. While the panel believes a fine of $100,000 would be “appropriately remedial,” it waived that in light of the bar. DiBlasi was suspended from associating with any FINRA member in any capacity for two years, and was fined $50,000. Cruz received the same penalties. The respondents were also ordered to pay costs in the amount of $22,124.29.
Scottsdale, Hurry, DiBlasi, and Cruz appealed the Hearing Panel’s decision to FINRA’s National Adjudicatory Council (“NAC”). The Council delivered its own decision on July 20, 2018. The relevant document covers ground that had already been covered in great detail. In the end, the Council arrived at conclusions almost identical to those reached by the hearing panel. As before, Scottsdale was fined $1.5 million: $250,000 for each violative deposit of unregistered stock, and an additional $250,000 as an aggregate sanction for its supervisory violation. The firm was also ordered to engage an independent consultant to monitor its “acceptance and liquidation of microcap securities deposits and review the firm’s supervisory procedures related to its microcap securities liquidation business.” Hurry was barred in all capacities, and DiBlasi and Cruz were again suspended for two years and fined $50,000 each.
The SEC Review
On July 23, 2018, three days after FINRA’s NAC delivered its decision, Scottsdale, Hurry, DiBlasi, and Cruz filed an application for review with the SEC. On the same day, and as part of the same SEC filing, Hurry filed a motion to stay the sanctions levied against him. His bar was to have become effective immediately upon the NAC’s decision.
To allay any doubt the Commission might feel about the FINRA Hearing Panel’s contention that Hurry was a “threat to the investing public,” Hurry offered to “remain uninvolved in evaluating whether potential sales of unregistered stock are eligible for an exemption from registration” if the bar were stayed while the case was under SEC review.
Hurry’s memorandum in support of the motion for a stay starts off with a bang: Hurry alleges that “t is no secret that FINRA dislikes the microcap market.” He appears to believe that means by extension, FINRA dislikes John Hurry. In support of that contention, he attaches a copy of the second amended complaint in his own civil lawsuit against FINRA. The original complaint was filed in federal district court in Arizona on November 10, 2014. The plaintiffs are Hurry, his wife Justine, their family trust, and a host of companies controlled by them. Though the case has not yet been decided, there’s been no activity on the docket since April 10, 2017.
In the memorandum attached to the motion to stay, Hurry presents himself as an heroic figure:
John Hurry’s role in the securities industry extends beyond any ownership interest he has in the Member Firms. In his capacity as an experienced industry leader and as one of a growing chorus of critics with regard to overreach and abuse by FINRA, John Hurry has sought to improve the industry through the creation of a new self-regulated organization, the “Association of Securities Dealers LLC” or “ASD,” a potential competitor to FINRA. ASD’s purpose includes the laudatory goals of removing barriers to and preserving a free and open market and a national market system, while adhering to securities laws.
Hurry believes he’s been targeted by FINRA because he’s a successful entrepreneur working in a sector the regulator disfavors. He alleges FINRA has “pursued an unlawful course of conduct designed to prevent the Hurrys from expanding in the over-the-counter sector, shrink their sphere of influence in the securities industry, and, ultimately, drive them out of business altogether.” He also floats the idea that FINRA’s tactics are similar to those employed by the federal government in its Operation Choke Point, a Justice Department initiative undertaken in 2013 and discontinued in 2017. Choke Point’s stated goal was to choke off the oxygen supply, in the form of banking services and more, to businesses that were exploiting consumers. While that seems a laudable objective, it was controversial, and may have been carried too far. The FDIC issued guidance urging banks to consider their own “reputational risk” in their dealings with clients. The industries that could, the FDIC suggested, trigger these risks included firearms, ammunition sales, pornography, and “payday” lending. Those who objected to Choke Point did so because although there may be some exploitative participants in those industries, the industries themselves are legal, and honest practitioners should not face discrimination.
All of that is, Hurry believes, relevant to his motion for a stay of his industry bar because “FINRA has engaged in extra-regulatory activity targeted at the Hurrys and their businesses using the Operation Choke Point model.” FINRA is not, of course, a federal agency, but as a regulator of securities dealers, it can inflict reputational harm and more damage by the imposition of permanent industry bans.
FINRA had accused Hurry of selling unregistered stock, and thereby violating Section 5 of the Securities Act of 1933. That was, in fact, its only charge against him. Hurry contends, as he had before the FINRA Hearing Panel and the NAC, that he played hardly any role in the operations of Scottsdale or CSCT. He contends that:
There is not a shred of evidence—neither testimony nor exhibits—indicating that Mr. Hurry had any role in the stock deposits for the three issuers. All witnesses who testified about CSCT’s and SCA’s stock deposit review practices… confirmed that Mr. Ruzicka, not Mr. Hurry, ran the daily operations of CSCT. And those same witnesses all confirmed that Mr. Hurry neither asked them about any particular stock deposit requests—let alone the three stock deposits at issue—nor urged them to reconsider any rejections…
A review of Section 5 case law demonstrates that individual liability uniformly turns on proof that the defendant has either sold the unregistered securities himself or has taken concrete steps necessary to effectuate those sales… Given the non-existence of such evidence with respect to Mr. Hurry, the Hearing Panel’s decision was legally unsustainable.
In closing, Hurry contends that he can’t be barred from the securities industry “simply because FINRA does not like what he does.” Violations of the securities laws must be real and substantial, especially if the contemplated punishment is a lifetime bar.
On July 25, 2018, FINRA filed an opposition to the motion to stay, arguing that Hurry had not demonstrated a strong likelihood that his appeal of the NAC decision would prevail, and had not shown that denial of the stay would cause him irreparable harm. The regulator added that if the stay were not imposed immediately, Hurry’s continued association with Scottsdale would create the potential for the firm to “continue to flood the US markets with millions of shares of unregistered microcap securities.” Hurry then filed a reply to FINRA’s opposition, and the following day, FINRA’s attorneys wrote a letter to the Commission asking that Hurry’s reply be struck, because the Commission’s rules did not contemplate replies to opposition filings in matters like this one. Hurry’s lawyer objected to that by writing a letter of his own. The SEC granted Hurry’s motion for a stay on August 6, 2018 because, among other reasons, “Hurry has at least raised serious legal questions about the NAC’s findings, and that the balance of hardships tips decidedly in favor of a stay.”
The Commission then set a briefing schedule. At that point, the case becomes difficult to follow, because for some reason none of FINRA’s briefs can be seen at the SEC site. We do know that at the end of October FINRA asked permission to increase the 14,000 word limitation for its brief in opposition to 30,000 words, and that permission was granted, so perhaps the unavailability of that document and others is a mercy. The most recent items on the docket are separate reply briefs from Hurry, DiBlasi (and Scottsdale), and Cruz (and Scottsdale) from December 3. The docket was last updated on December 17, the day before Hurry filed his lawsuit against FINRA in federal district court.
Hurry’s Federal Lawsuit
Apparently without waiting for a decision in the Commission’s review, on December 18, 2018, Hurry filed a civil complaint in the name of Scottsdale Capital Advisors against FINRA in federal court in the District of Columbia. He does not appear individually as a plaintiff.
Perhaps Hurry anticipates losing his appeal to the SEC, and has decided to challenge FINRA in a different way. The complaint does not address specific issues raised by the respondents in the NAC or SEC reviews, but instead attempts to deal with what Scottsdale and Hurry see as attitudes assumed by FINRA that have led the agency to treat some of its members unfairly simply because those members deal chiefly with penny stock issuers. FINRA then, Scottsdale asserts, uses its own “guidelines” not as suggestions, but as regulations which are then employed to discipline member firms, their owners, and their employees.
We saw above that early in the complaint, Scottsdale objected to “irrational and unfounded positions” taken by FINRA that are “choking the microcap markets,” evoking the references made in the briefs filed by Hurry in the SEC review to Operation Choke Point. Though Scottsdale doesn’t cite it, more than four years ago, Advance America, a payday loan chain that operates in 28 states, and two similar companies filed suit against the Federal Deposit Insurance Company (“FDIC”) and the Office of the Comptroller of the Currency (“OCC”) in D.C. District Court. According to Advance America, starting around 2010 or 2011, FDIC regulators sought to portray payday lending as “high-risk” and a “dirty business.” More sinister still, “by cutting off the industry’s access to the banking systems, they could ‘choke out’ payday lending, without ever regulating it directly, merely by leveraging their existing supervisory authority over the banks.” While payday lending is seen by many as a distasteful business, it is a legal one, and lenders feel they shouldn’t be harassed by regulators.
Clearly John Hurry feels he and his businesses have been treated similarly, threatened and persecuted by FINRA for years. The Advance America case is, however, not a slam dunk for the plaintiff. As noted, it’s been underway since 2014. On October 12, 2018, Advance America filed a motion for summary judgment; on November 9, the FDIC filed a motion for summary judgment on count 1 of the third amended complaint. In its filing, Advance America noted:
The record demonstrates that Defendants doggedly and repeatedly coerced banks across the Nation into terminating any relationships with payday lenders or their third-party payment processors. The evidence shows that this was a national campaign imposed by headquarters on all seven regional directors and targeting the entire payday lending industry, including plaintiffs.
The FDIC disagrees, pointing out, among other things, that “[t]o the limited extent [the plaintiffs] have suffered any harm from losing their deposit accounts, they cannot show that the FDIC caused that harm by inducting banks to terminate the accounts, as no banks have attributed those terminations to the FDIC.”
While it’s easy to see why Hurry feels he has much in common with payday loan companies that say their business is legal and they’ve done nothing wrong, there are who feel the Operation Choke Point story isn’t as straightforward as it may seem at first glance, at least as to payday lenders. American Banker has recently suggested that in several cases, banks that terminated payday lenders’ accounts were themselves being looked at for possible violations of anti-money laundering laws. Scottsdale has been penalized for its inattention to potential AML problems, and for other compliance issues.
Scottsdale also argues that its treatment at FINRA’s hands damages not only the firm, but also issuers and investors. But FINRA has no jurisdiction of issuers or investors, which makes it difficult to see how that objection might be considered relevant.
Scottsdale had been fined by the SEC for selling unregistered stock. The sale of unregistered stock was also the only infraction imputed to Hurry himself. Sales of unregistered stock are violations of Section 5 of the Securities Act of 1933. In its complaint, Scottsdale seeks to show that FINRA is not authorized to deal with Section 5 violations at all:
Section 15A of the 34 Act [the Securities Exchange Act of 1934] also limits FINRA’s reach to matters related to the 34 Act. Specifically, it provides that an SRO’s rules must “not [be] designed… to regulate by virtue of any authority conferred by this chapter [2B of Title 15 of the United States Code] matters not related to the purposes of this chapter.” [Emphasis original.]
The reference in Section 15A(b)(6) to “this chapter” is plainly a reference to Chapter 2B of Title 15 of the United States Code, which chapter contains only the 34 Act and does not include the 33 Act. [Emphasis original.]
Scottsdale concludes that “the SROs [including FINRA] have never been authorized to interpret or enforce the 33 Act.” It adds that “[a]s stated in its by-laws, FINRA is obligated to adopt only rules that ‘carry out the purposes of… the [34] Act.” To sum up a much longer argument, Scottsdale believes FINRA is not the SEC, does not have the powers of the SEC, and should not attempt to discipline members as if it did.
That argument builds to the conclusion that “FINRA has engaged in ultra vires actions under the guise of FINRA Rule 2010.” “Ultra vires”—literally “beyond the powers”—means beyond one’s legal power or authority. In this case, Scottsdale contends that in the enforcement action brought by FINRA against it, Hurry, DiBlasi, and Cruz in May 2015, FINRA alleged that Scottsdale violated FINRA Rule 2010 because it sold unregistered securities. But it did not allege any violations of the Exchange Act. This was a new interpretation of Rule 2010, and FINRA failed to submit that interpretation to the SEC for approval. Therefore, Scottsdale believes, “FINRA has breached its agreement with its member firms.”
Complicating the bigger picture is the pendency of the SEC’s suit against Alpine Securities, filed in June 2017. On December 11, Judge Denise Cote granted in part the SEC’s motion for summary judgment. The National Law Review points out that the suit is of particular interest because Alpine has asked whether, in the absence of explicit authority the SEC can bring suit to enforce alleged violations of the Bank Secrecy Act (“BSA”). The regulator has argued that it may indeed do that, through Exchange Act Section 17(a), which allows it to require broker-dealers to keep books and records. It then “promulgated Exchange Act Rule 17a-8, which incorporates the regulations promulgated by the Treasury Department under the BSA and requires broker-dealers to comply with them.”
Ingenious reasoning or more administrative creep? The judge agreed with the SEC, and also ruled against Alpine’s defense of what she characterized as the compilation and filing of inadequate Suspicious Activity Reports. But no one would rule out an appeal. In this anti-regulatory climate, it might have a shot. Hurry evidently feels he’s fighting for his professional life, and fighting on several fronts. He seems unlikely to give up quietly.
This securities law blog post is provided as a general informational service to clients and friends of Hamilton & Associates Law Group and should not be construed as, and does not constitute, legal and compliance advice on any specific matter, nor does this message create an attorney-client relationship. Please note that the prior results discussed herein do not guarantee similar outcomes.
Hamilton & Associates Law Group, P.A provides ongoing corporate and securities counsel to private companies and public companies listed and publicly traded on the Frankfurt Stock Exchange, London Stock Exchange, NASDAQ Stock Market, the NYSE MKT and OTC Markets. For two decades the Firm has served private and public companies and other market participants in SEC reporting requirements, corporate law matters, securities law and going public matters. The firm’s practice areas include, but are not limited to, forensic law and investigations, SEC investigations and SEC defense, corporate law matters, compliance with the Securities Act of 1933 securities offer and sale and registration statement requirements, including Regulation A/ Regulation A+ , private placement offerings under Regulation D including Rule 504 and Rule 506 and Regulation S and PIPE Transactions as well as registration statements on Forms S-1, Form F-1, Form S-8 and Form S-4; compliance with the reporting requirements of the Securities Exchange Act of 1934, including Form 8-A and Form 10 registration statements, reporting on Forms 10-Q, Form 10-K and Form 8-K, Form 6-K and SEC Schedule 14C Information and SEC Schedule 14A Proxy Statements; Regulation A / Regulation A+ offerings; all forms of going public transactions; mergers and acquisitions; applications to and compliance with the corporate governance requirements of national securities exchanges including NASDAQ and NYSE MKT and foreign listings; crowdfunding; corporate; and general contract and business transactions. The firm provides preparation of corporate documents and other transaction documents such as share purchase and exchange agreements, stock purchase agreements, asset purchase agreements and reorganization agreements. The firm prepares the necessary documentation and assists in completing the requirements of federal and state securities laws such as FINRA and DTC for Rule 15c2-11 / Form 211 trading applications, corporate name changes, reverse and forward splits, changes of domicile and other transactions. The firm represents clients in London, Dubai, India, Germany, India, France, Israel, Canada and throughout the U.S
source
https://www.securitieslawyer101.com/2019/john-hurry-scottsdale-push-back-against-finra/
look at the share structure here .
Shares Authorized: 100,000,000
Shares Outstanding: 140,530
Shares Outstanding Date: 06/28/2019
Shares Holder Count: 116
Shares Holder Date: 03/29/2019
Float 99,794 03/29/2019
shares out 140,530
minus
float_______ 99,794
equals______ 40,736 held by the insiders
now look at this you have a 116 shareholders divided by 140,530 = 1211.465517241379 so rounded off as the number after the decimal is less then five would be 1,211 shares per shareholder that is counting the insiders as i did not do this from the float because i dont know how many insiders there are.so i cant get a count on the number of shareholders who are not insiders.
see the company has what they need the share price is over 4 dollars a share so they can use that to get conventional loans for founding . they dont even have enough shares out to move to nasdaq or any of the higher tiers here the only thing they did is in reality they are not a otc stock because of share price but by not filing quarterlies they screwed them selves because that brought them down to Pink No Information as they went dark
YES THEY FILED THE FINANCIALS ON 4/12/19 BUT THAT IS THE Annual Report REPORT FOR 12/31/18 and the are not in a 10k form they are a Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines witch means they went dark
https://backend.otcmarkets.com/otcapi/company/financial-report/216168/content
AND THE SECOND ONE IS THE REST OF THE FIRST ONE IT IS THE REPORT AND CONSOLIDATED FINANCIAL STAEMENTS FOR 12/31/18
THEY STILL HAVE NOT FILED THE 1ST QUARTERLY REPORT FOR 2019 WITCH IS PAST DUE SHOULD HAVE BEEN OUT ALL READY. SO YES THEY ARE delinquent in there filings
THEY FILED TO CHANGE THE NAME FROM NANOTEC TO WOODBROOK GORUP HOLDINGS INC IN 2019 THAT IS ALL THEY DID EXCEPT FOR THE R/S
THEY DID THE NAME CHANGE AS A MERGE IN
https://www.nvsos.gov/sosentitysearch/corpActions.aspx?lx8nvq=ygqvc5W8PUTYmiVIvK0klw%253d%253d&CorpName=WOODBROOK+GROUP+HOLDINGS+INC.
here is something else for you to take a look at
here go to page 19 of pdf
April 26, 2019
Woodbrook Group Holdings Inc
New Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
http://www.mergent.com/docs/news-reports/2019_otcunlisted_news_index_20190426.pdf?sfvrsn=0
here go to page 19 of pdf
April 26, 2019
Woodbrook Group Holdings Inc
New Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
http://www.mergent.com/docs/news-reports/2019_otcunlisted_news_index_20190426.pdf?sfvrsn=0
here is something read the first two sentences of paragraph two in this pdf
the only thing that has been down is the name change to wdbg and a r/s nothing else.
https://backend.otcmarkets.com/otcapi/company/financial-report/205673/content
yes here are a couple of links on the issue of going dark or going private. by doing this he dose not need to produce information to share holders .
Going Dark:
What Companies Need to Know
https://www.otcmarkets.com/files/ellenoff-going-dark.pdf
Going Private vs. Going Dark
https://www.houlihancapital.com/going-private-vs-going-dark/
they are not producing information or filing there company reports. they went dark after the r/s was completed witch is in violations of the sec and otc rules .
07/02/2019 WDBG Woodbrook Group Holdings Inc. Pink Limited Pink No Information Common Stock
https://www.otcmarkets.com/market-activity/corporate-actions
market closes july 3rd at 1pm est and reopens friday morning july 5th
https://business.nasdaq.com/discover/events/trading-hours/index.html
i am going on a limb you have my curiosity tell me what is nano?
i have a question for you is mphase going to be one of the m/a with verus here is why i ask this question tell me your thoughts after you read this if you would. you need to read in full of what i put up before you answer there is a press release on the bottom you need to read to on this
pdf page 30 and 31
FINAL ADJUSTMENT FOR LIABILITIES ELIMINATED IN SETTLEMENT RESERVE
To the extent Company does not eliminate the above-mentioned liabilities by July 11, 2019, or the cost to do so requires more than the
funding provided the Warrant Cap pertaining to Warrants to be issued to Mr. Bhatnagar shall be increased by that number of shares at a
pre-split price of $.00005, or $.25 adjusted for the split, which equals the amount of remaining liability.
4. COMMITMENTS
Judgement Settlement Agreement
The Company entered into a “Judgment Settlement Agreement” to satisfy in full the Forbearance Agreement with Fife discussed above,
effective December 10, 2018, by and between John M. Fife, an individual (“Lender”), and mPhase Technologies, Inc; The Company
plans to satisfy this agreement in full by completing payments to Mr. Fife of $15,000 per month through January 15, 2020 plus a balloon
payment of $195,000 on such date. As of the date hereof, the Company has made $45,000 in payments, of which $28,004 was applied to
principal and $16,906 has been applied to interest. The Company has reverted to the long term-obligation and is required to the amounts
set-forth above.
Contracts and Commitments Executed Pursuant to the Transition Agreement:
In the transaction whereby, Mr. Bhatnagar acquired control of the Company on January 11, 2019, the Company entered into material
commitments including;
-Significant Terms of Contracts and Commitments Pursuant to the Transition Agreement:
Employment Agreement
Under the terms of the Employment Agreement, Mr. Bhatnagar will receive a base salary of $275,000 per annum for a period of five
(5) years. As initial compensation, Mr. Bhatnagar received restricted shares of Common Stock (“Signing Shares”), in January 2019, of
the Company equal to 13,109,494,031 pre-split Shares or approximately 20%, of the number of pre-split shares or 2,621,899 shares of
common stock (adjusted for the reverse split described in Note 3) of our Common Stock outstanding, (after giving effect to the shares
reserved under the agreements), on January 11, 2011.
Warrant (s) and Warrant C–p -
Earned Warrants - Mr. Bhatnagar shall be entitled to receive warrants to acquire 4% of the outstanding fully diluted common stock
of the Company (the “Earned Warrants”) each time the Company’s revenue increases by $1,000,000. The exercise price of the Earned
Warrants shall be equal to $.50/share (adjusted for the reverse split) and he may not receive shares whereby Signing Shares and Earned
Warrants exceed 80% of the fully diluted common stock of the Company (“Warrant Cap”).
Accelerated Warrants – Mr. Bhatnagar shall immediately receive the remaining amount of warrants necessary to acquire up to 80% of
the outstanding fully diluted common stock of the Company (“Accelerated Warrants”) when either:
a. - The Company completes a stock or asset purchase of Scepter Commodities LLC or
b. - a stock or asset purchase of any other entity, either of which, in the aggregate, together with prior revenue increases
achieved by the Company, shall result in the consolidated revenues of the Company being not less than $15,000,000 or
c. - grows a similar business organically in mPhase to include contracts generating revenues in excess of $15,000,000 or
d. - The Company meets the listing requirement of either the NYSE or NASDAQ.
Board and Managements Transition Period Operational Guidelines:
The Transition Agreement provides for changes in the Board of Directors of the Company and the authorization of a new class of
Preferred Stock. Bhatnagar was issued one thousand (1,000) shares of the Company’s recently created new class of Series A Preferred
Stock to effectuate voting control of the Company on January 11, 2019.
The Company agreed to finalize undertakings already in process to extinguish specific debts and settle or reduce other liabilities
outstanding on December 31, 2018, within six (6) months. The result of our settlements, when finalized, will be evaluated and to the
extent that a portion of the liabilities have not been satisfied by the Company Mr. Bhatnagar will be entitled to additional warrants to
purchase stock in the Company
http://pdf.secdatabase.com/811/0001493152-19-008030.pdf
MPHASE TECHNOLOGIES, INC. ANNOUNCES ACQUISITION OF AIROBOTICA SERVICES LIMITED
New York, NY, April 25, 2019 (GLOBE NEWSWIRE) -- mPhase Technologies, Inc. (OTC Pink:XDSL) (“the Company”) today announced that it has entered into a stock purchase agreement with AIRobotica Services Limited (“AIRobotica”), a Bangalore, India-based technology company focused on artificial intelligence (AI) and machine learning (ML). In its first two years in business, AIRobotica has already signed contracts or is developing projects for entities in government, manufacturing, healthcare, automotive, retail, real estate and logistics industries.
In addition to third-party contracts, the new division will support the commercialization of existing and future mPhase technology. The division’s goal is to expand its core team to encompass a wide range of applications, creating a one-stop shop for custom solutions in AI, MI, robotic process automation (RPA), AI/ML solutions for SAP and Enterprise Resource Planning (ERP). One of the company’s initial commercial technologies is a Chatbot that can mimic human interaction as the front-end of customer service applications, but this is just the first in a long-term plan to develop technologies targeting multiple industries.
“AIRobotica has assembled exactly the kind of team that I have been looking for to help complete and complement our mPhase projects,” explained Verus CEO Anshu Bhatnagar. “But just as importantly, they also represent a turnkey revenue center, with projects in work that can make this division self-supporting and profitable. We are aligning with AIRobotica right at the point where they are transitioning from their development phase to their revenue phase, so the timing could not be better. We expect this business unit to have a solid triple digit growth rate with the potential to exceed $10M in sales during its first year subject to funding to be provided by mPhase.”
The Company intends to add to the AIRobotica talent pool via some key hires in coming months. While the initial goal is to generate business via specific contracts, an equally important goal is to create (over time) a bankable collection of intellectual property that can be adapted for additional applications.
Terms of the acquisition will be available in conjunction with public filings. Interested investors can visit the AIRobotica website to explore this new mPhase operating unit in greater detail. https://airoboticatech.com/
Investors are also invited to visit our corporate website to learn more about the changing face of mPhase. https://www.mphasetech.com/
About mPhase Technologies, Inc.
mPhase Technologies, Inc has historically engaged in technology R&D, with a particular emphasis on long-life, battery cell technology. The Company is currently transitioning into a consumer-oriented technology and services company.
Safe Harbor Statement
This press release contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are identified by the use of the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,” “predict,” “potential,” “project” and similar expressions that are intended to identify forward-looking statements. All forward-looking statements speak only as of the date of this press release. You should not place undue reliance on these forward-looking statements. Although we believe that our plans, objectives, expectations and intentions reflected in or suggested by the forward-looking statements are reasonable, we can give no assurance that these plans, objectives, expectations or intentions will be achieved. Forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ materially from historical experience and present expectations or projections. Actual results to differ materially from those in the forward-looking statements and the trading price for our common stock may fluctuate significantly. Forward-looking statements also are affected by the risk factors described in the Company’s filings with the U.S. Securities and Exchange Commission. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.
Contacts:
Investor Contact:
ir@mphasetech.com
as of now it is a Rumor. i have been looking but have not found anything yet. you know the ceo here dose not say anything until it is a done deal. a rumer is a rumer but if there is any truth to it i dont know . we know there are some m/a s coming but we dont know when or who they are with at this time . he is secretive about it until sign sealed and delivered.
i am going on a limb you have my curiosity tell me what nano is please l only want him to respond please
here on Andrew Garnock
andrew garnock
Private Investor
Greater New York City Area
Financial Services
Self Employed
Self Employed
Alphabet Management LLC
State University of New York College at Oswego
263 connections
Experience
Private Investor
Self Employed
March 2011 – Present 8 years 5 months
Co-Founder and CIO
Alphabet Management LLC
October 2007 – December 2010 3 years 3 months
New York, New York
Andrew founded Alphabet Management, LLC in 2007. Alphabet was an options trading hedge fund headquartered in lower Manhattan.
Trader
Geronimo LLC
April 2002 – September 2007 5 years 6 months
New York, New York
Trader
Susquehanna International Group, LLP (SIG)
March 1997 – March 2002 5 years 1 month
Chicago, New York & Philadelphia
https://www.linkedin.com/in/andrew-garnock-bb88b5121
dont know if they are talking about verus international inc but here it is
https://rumormurmursbuzz.blogspot.com/2019/01/a-deal-is-in-works-verus-international.html
just a couple of things of interest for verus As you said google is your friend
http://bigcharts.marketwatch.com/quickchart/quickchart.asp?symb=vrus
https://www.m2compliance.com/hosting/company/VRUS/filings.html
https://relationshipscience.com/organization/verus-international-inc-187794
https://www1.salary.com/Anshu-Bhatnagar-Salary-Bonus-Stock-Options-for-VERUS-INTERNATIONAL-INC.html
http://www.whogotfunded.com/deals/556559-verus-international
https://www1.salary.com/VERUS-INTERNATIONAL-INC-Executive-Salaries.html
to go with the last post i gave you if that float was before arj did the amendment and there shares are in the float it could be 400 M+ less. arj conversion before the amendment on the warrants was 900m + shares. After they did they amendment they got 500 m + shares . so gave the company back 400 m +- shares witch would be taken of the float if there shares are added to it. that would make the float about 627 + shares just thinking out side the box here. by him giving the shares back they are not in the o/s any more they are back in the treasury shares or a/s . so yes the float could be lower then what it was it is what it is
just my opinion and thought
excellent find and insight lets see how it all plays out
you to but i found something that makes you wright but the share count is wrong i will give it here PUBLIC FLOAT 1.36B so yes it could be higher if we take the ones off that you mentioned it would put it up around this level
https://www.marketwatch.com/investing/stock/vrus
now there is one thing to remmber arj did a amendment on the amount of shares they were getting the original agreement after converting was 900m + - shares after the amentment the agreement was for 500m +
i still think 627m + - but who knows
i hear you on that
to go with last post on 2018-10-31 2018-A with a float value of 3,200,000 that would make the float some where around 110 m + -
CommonStockSharesOutstanding
2018-10-31 2018-Q4_______ 1500000000
2019-01-31 2019-Q1_______ 1500000000
2019-04-30 2019-Q2_______ 1654529899
https://fintel.io/fg/us/vrus/CommonStockSharesOutstanding
NumberOfSharesAuthorized
2019-01-31 2019-Q1______- 1625000000
2019-04-30 2019-Q2______ 7625000000
https://fintel.io/fg/us/vrus/NumberOfSharesAuthorized
shares float
March 19, 2019 - RealBiz Media Group Inc. (OTC:VRUS) has filed a financial statement reporting Shares Float of $3,200,000 USD. Previously, on March 26, 2018, RealBiz Media Group Inc. reported Shares Float of $5,300,000 USD. This represents a change of -39.62% in Shares Float.
2018-10-31 2018-A_______ 3,200,000
2017-10-31 2017-A_______ 5,300,000
https://fintel.io/fg/us/vrus/SharesFloat
so now you can go from there JUST MY OPINION ON THE MATTER AT HAND
you are wrong on this as of oct 31, 2018 the a/s was 1,625,000,000 shaes and the o/s was 1,500,000,000 shares so the float was no were near over 1 billion shares it was a round 110 mil + -
of page57 of pdf on the s-1
NOTE 7: STOCKHOLDERS’ EQUITY
The total number of shares of all classes of stock that the Company shall have the authority to issue is 1,625,000,000 shares consisting of 1,500,000,000 shares of
common stock with a $0.001 par value per share; of which 1,500,000,000 are outstanding as of October 31, 2018 and 125,000,000 shares of preferred stock, par
value $0.001 per share of which (A) 120,000,000 shares have been designated as Series A Convertible Preferred of which 44,570,101 are outstanding as of October
31, 2018, (B) 1,000,000 shares have been designated as Series B Convertible Preferred Stock, of which no shares are outstanding as of October 31, 2018 and (C)
1,000,000 have been designated as Series C Convertible Preferred Stock, of which 160,000 shares are outstanding as of October 31, 2018.
https://www.otcmarkets.com/filing/conv_pdf?id=13482020&guid=YhBxUK1DvCBDhih
now after the s-1 the a/s and o/s increased
the a/s is now 7,500,000,000
the o/s is now 2,290,449,898
restricted shares are 893,831,638
Unrestricted 1,396,618,260
https://www.otcmarkets.com/stock/VRUS/security
page 8 of pdf s-1
Common stock offered by selling
stockholders:
1,174,253,333 shares which includes 594,253,333 outstanding shares of Common Stock and 580,000,000 shares
of Common Stock issuable upon exercise of the Warrants.
Offering price: Market price or privately negotiated prices.
Common stock outstanding after the offering: 2,290,449,898
https://www.otcmarkets.com/filing/conv_pdf?id=13482020&guid=YhBxUK1DvCBDhih
now for float
What is Verus International, Inc. (VRUS) Float?
The number of shares available for the public to trade. Float is calculated by outstanding shares minus restricted and insider shares
total o/s _____________ 2,290,449,898
minus
restricted shares are______ 893,831,638
equals
Unrestricted ______________ 1,396,618,260
minus
total insiders
icluding cutchens shares___769,066,067
leaves the float to be 627,552,193
jv our shares are there they are part of the o/s for float take restricted shares and insider shares and minus them from the over all outstanding shares and that gives the float or free trading shares. it not rocket sience but some keep yelling you know how it is.
this is my last post until midnight sorry about getting pissy but here take a look list of iniders for verus.
https://www.sec.gov/cgi-bin/own-disp?action=getissuer&CIK=0001430523
once in bottom link go to Get insider transactions for this issuer. and it will take you to the top link
https://www.sec.gov/cgi-bin/browse-edgar?CIK=%090001430523&owner=exclude&action=getcompany&Find=Search
the rest came from the filings
Monaker Group, Inc the one you gave me
https://www.sec.gov/Archives/edgar/data/1430523/000158069519000134/0001580695-19-000134-index.htm
ARJ Consulting, LLC
https://www.sec.gov/Archives/edgar/data/1430523/000121390019010019/0001213900-19-010019-index.htm
form s-1
https://www.sec.gov/Archives/edgar/data/1430523/000149315219008871/0001493152-19-008871-index.htm
https://www.sec.gov/Archives/edgar/data/1430523/000149315219009058/xslFormDX01/primary_doc.xml
Cutchens Christopher 0001777746 2019-06-01 officer: Chief Financial Officer
ARJ Consulting, LLC 0001768115 2019-05-30 10 percent owner
Garnock Andrew 0001768919 2019-05-30 10 percent owner
the last 3 came from here
https://www.sec.gov/cgi-bin/own-disp?action=getissuer&CIK=0001430523
so again i will go with this one for now
thank you we will fix it then. sorry about the mix up
here is a break down of the o/s
Outstanding Shares 2,290,449,898 06/25/2019
Restricted _______ 893,831,638 06/25/2019
Unrestricted_____ 1,396,618,260 06/25/2019
https://www.otcmarkets.com/stock/VRUS/security
insider shares
arj _______________ 553,999,999
andrew garmock_____ 23,000,000
garmocks wife______ 146,068
cutchens____________ 30,000,000
brandon ventures associats 161,920,000
Monaker Group, Inc. 165,372,234
total held by insiders 934,438,301
now for the float
What is Verus International, Inc. (VRUS) Float?
The number of shares available for the public to trade. Float is calculated by outstanding shares minus restricted and insider shares
unrestricted as from top 1,396,618,260
minus
total held by instiders 934,438,301
leaves the float to be 462,179,959
if you dont take monaker group off the the float it will be this
here is a break down of the o/s
Outstanding Shares 2,290,449,898 06/25/2019
Restricted _______ 893,831,638 06/25/2019
Unrestricted_____ 1,396,618,260 06/25/2019
https://www.otcmarkets.com/stock/VRUS/security
insider shares
arj _______________ 553,999,999
andrew garmock_____ 23,000,000
garmocks wife______ 146,068
cutchens____________ 30,000,000
brandon ventures associats 161,920,000
total held by insiders 769,066,067
now for the float
What is Verus International, Inc. (VRUS) Float?
The number of shares available for the public to trade. Float is calculated by outstanding shares minus restricted and insider shares
unrestricted as from top 1,396,618,260
minus
total held by instiders 769,066,067
leaves the float to be 627,552,193
i will say your calculations are wrong it was ether the first one i did or the second one i did but i believe it was the first one i did. call the ta and find out
then what was the big fuss to have them removed
Holder Of Record
REVIEWED BY ADAM HAYES Updated Jun 25, 2019
What Is a Holder Of Record?
A holder of record is the name of the person who is the registered owner of a security and who has the rights, benefits and responsibilities of ownership. The holder of record for a stock typically has shareholder voting rights and receives dividend payouts, if there are any. The holder of record for a bond owns the bond and receives the principal and interest payments. When the owner sells the security, he or she ceases to be the holder of record.
Holder of record may also correspond to the legitimate owner of other securities such as commodities and derivative contracts.
Understanding Holders Of Record
Securities can be issued in either "registered" or "bearer" form. Registered form means the issuing firm itself keeps records of a security's owner and mails out payments to him/her. Bearer form means the security is traded without any record of ownership; physical possession of the security is the sole evidence of ownership. Bearer form securities have largely been phased out due to their potential for misuse. Presently, securities are mostly issued in registered form.
A registered holder is also distinct from a beneficial owner or holder, whose holdings are held in a brokerage account or by a bank or nominee in street name. But as shareholders of a company, registered holders and beneficial owners will have the same rights with regard to voting, receiving dividends and communications, etc., the only difference being the manner in which voting rights are exercised and dividends or communications received. Although holding securities in street name is the norm, some investors still prefer to hold physical certificates in their own name. Because it is more expensive to transfer ownership this way, brokers will charge a higher rate for the inconvenience.
KEY TAKEAWAYS
A holder of record is the name of the person who is the registered owner of a security and who has the rights, benefits and responsibilities of ownership.
The holder of record for a stock typically has shareholder voting rights and receives dividend payouts, if there are any.
Holders of record may be recorded in a register of shareholders or similar type of ledger.
Register of Shareholders
Holders of record may involve a shareholder register, a list of active owners of a company's shares, updated on an ongoing basis. The shareholder register requires that every current shareholder be recorded and includes each person's name, address and number of shares held. In addition. The register can even detail the holder's occupation and price paid. The shareholder register is fundamental to the examination of the ownership of a company.
The shareholder register differs from a shareholder list in that the shareholder list is updated only once per year, whereas the register keeps track of the current partial owners of a company.
source
https://www.investopedia.com/terms/h/holderofrecord.asp
i should not have changed the post on the float if not mistaken dont they need to file a form 4 or 3 to register the shares before they can be sold in the market
thank you we will fix it then. sorry about the mix up
here is a break down of the o/s
Outstanding Shares 2,290,449,898 06/25/2019
Restricted _______ 893,831,638 06/25/2019
Unrestricted_____ 1,396,618,260 06/25/2019
https://www.otcmarkets.com/stock/VRUS/security
insider shares
arj _______________ 553,999,999
andrew garmock_____ 23,000,000
garmocks wife______ 146,068
cutchens____________ 30,000,000
brandon ventures associats 161,920,000
Monaker Group, Inc. 165,372,234
total held by insiders 934,438,301
now for the float
What is Verus International, Inc. (VRUS) Float?
The number of shares available for the public to trade. Float is calculated by outstanding shares minus restricted and insider shares
unrestricted as from top 1,396,618,260
minus
total held by instiders 934,438,301
leaves the float to be 462,179,959
becouse the company and ta knows who holds shares and how many shareholders they have and has to update the shareholder count appropriately.
verus share holder count
Shares Holder Count: 437
Shares Holder Date: 03/19/2019
source
https://ih.advfn.com/stock-market/USOTC/verus-international-inc-VRUS/financials
your welcome