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After losing what???
After losing what???
Any thoughts on this ?
We will see I hope you are right,Still to many shares
With 757 million shares outstanding and NO STOCK HOLDER EQUITY R YOU KIDDING ME,reverse split at best . NO PUMP AND DUMP HERE.EXCEPT YOURS.BUT WHO KNOWS.
Your maybe right none of those millionaires own it now after the big sell off I guess who knows. it was about a 37 percent drop bad sign.Looks like No reason to buy.
No signs of Life. LOOKS DEAD.Nobody left
Big sell off yesterday
Nor yours you might better sell here looks pretty bad.Get out while you can
You have no clue whats going on. NOT ONE
NO PROBLEM WHAT THE POINT NOW IS HOW MUCH DO YOU HAVE YOU OR DO YOU WANT TO SELL LOOKS PRETTY BAD HERE FOR YOU.
Why are you saying its a gift looks like a sell off to me.What do you think.
Yep I see that but the question is do you know why.
What I have I been telling you all these years. Give me that L2 shot. I got a idea?
BETTER READ THIS REAL CAREFULLY. HERE IS YOUR BUDDY YALL FOLLOW.Right now, reverse mergers are extremely popular among penny stock traders. They comb the dockets of the Clark County Court in Las Vegas, looking for new custodianship petitions. They the frontload the stock in question, hoping that in a few months it’ll be sold by its new custodian to a private company interested in promoting it. While that isn’t how the scenario always plays out, certain custodians—Joe (“The King of Shells”) Arcaro, David Lazar—are favored enough to warrant a following that reports on their every move. The result is often a self-fulfilling prophecy: shells rise on anticipation of sale to a new owner, preferably one whose private company is in a hot sector. Eventually the hype plays itself out. The effect is the same as that of a paid-for pump and dump.
The SEC seems seriously to be considering pulling the plug on piggyback privileges for reverse merger stocks, requiring market makers to obtain detailed information about the new entities before publishing quotations for their securities. That would be a step in the right direction.
Transfer Agents
The last session of the day began with a discussion of transfer agents and how they can help prevent investor fraud. A subject of immediate interest to the panel was the process for removing restrictive legends. Moshe Rothman, another official from the SEC’s Division of Trading and Markets, got the ball rolling by saying one of his priorities was “curbing illegal distributions of securities in violation of Section 5 of the Securities Act.” These illegal distributions are not uncommon with microcap companies. Rothman feels transfer agents are in the position to act as gatekeepers.
Unfortunately, the transfer agents chosen to participate were all from relatively large firms. One participant, Mark Harmon, was not himself a transfer agent, but a lawyer who represents transfer agents without in-house counsel. He’s more likely to encounter the very small, often mom and pop, firms that service many penny companies.
When asked how a request to remove a restrictive legend and the accompanying attorney’s Rule 144 opinion letter are evaluated, one panelist rather surprisingly said:
So the first thing we do is we review the letter to make sure it’s consistent. Does it actually say what it’s supposed to say? Does it have the required time parameters of ownership? Does it say everything — does it look professional? Let’s start with that.
What we also do is we check — and we started this ourselves several years ago at a prior transfer agent and I’ve carried it forward to where we are today. We check a list of attorneys who have been sanctioned by the Commission, particularly for bad 144 letters. And there’s a number of those that we’ve uncovered. But, in addition to that, and something that we uncovered — that we discovered just a little while ago, is that one of the market participants, OTC Markets, actually maintains a page that has bad attorneys and bad accountants and others, and we do look at that as well to make sure we didn’t miss anybody.
Penny players may or may not be competent traders, but most are well-acquainted with OTC Markets’ Prohibited Service Providers page. It seems hard to believe a transfer agent would have been unaware of it until recently. Many, though not all, transfer agents have regular contact with OTC Markets, because OTC Markets has launched an initiative to persuade transfer agents to update the company’s share structure regularly. That is helpful information that many have agree to provide, unless forbidden to do so by the issuer.
Harmon observed that for his small clients, ordinary legend removal, requested when the holding period for restricted stock has expired, is not particularly problematic. It’s the debt conversions, 3(a)(10) actions, and other scenarios he doesn’t describe that bother those clients. And while they know the SEC would like them to act as gatekeepers, that concerns them:
The problem for the smaller agents then is they try to get information but don’t have any authority to compel providing information, so they’re stuck between trying to amass the information and their duty and obligation to effect the transfer because, under state law, the failure to remove the legend is a violation of state law and exposes them to liability for conversion damages or delay damages on the value of the stock.
A panelist from Computershare experiences none of those problems, because it’s one of the largest transfer agencies in the country, and has created a detailed guide it uses to train staffers. All the participants, however, seemed uncomfortable because what the SEC wants them to do could create conflicts for them with the state laws described by Harmon. They all support the idea of a regulation pointing to specific requirements for various scenarios, saying it would make it easier for them to deal with the many clients who tell them another transfer agent they’ve dealt with doesn’t ask for as much information or supporting documentation.
FINRA and Trading Halts
FINRA’s Rule 6440 gives the regulator the authority to impose trading halts in OTC securities under limited circumstances. There are three general types of cases: the foreign regulatory halt, the derivative halt, and the extraordinary event halt, also known as the U3 halt. The first two are self-explanatory, but the third, which was of the greatest interest to the panel, is not. It’s similar to an SEC trading suspension in some ways. It prohibits quoting and trading by FINRA members, and if it lasts more than four trading sessions, the issuer will lose its compliance with Rule 15c2-11 and be delisted to the dreaded Grey Market. It’s different from a suspension in two important ways: it can be imposed during the trading session, and it can be renewed every 10 trading days. By law, SEC suspensions cannot be rolled over.
The moderator for the final panel, Racquel Russell, opened discussion to the participants without actually asking a question, and so didn’t get a great deal in the way of answers. Cromwell Coulson raised some interesting points, noting that perhaps what the OTC market needs is an action that stops an undesirable activity immediately, but doesn’t have the permanent consequences of and SEC trading suspension, and adding that perhaps FINRA could act more nimbly than the SEC. He said further that he’s inclined not to favor frequent intervention, because in the long run a transparent market will correct itself.
The SEC’s Michael Paley, co-chair of the Microcap Task Force—the entity that researched and brought all the Shell Expel suspensions—lamented that “sometimes it feels as if we’re not really making a dent.” He’s most certainly right about that. He concluded, “And that’s why I’m very glad that we’re also talking about FINRA trading halts because with the limit on SEC resources… to the extent that we can find a way for FINRA or others to act in this area, it would be very helpful in cleaning up the market.” And so we learn that at least one person from the SEC would like to see more frequent extraordinary event halts from FINRA.
Coulson made one last novel suggestion, one that would please many penny stock traders:
And the final part is, after FINRA does a halt or the SEC does one, it does a suspension, it would be very good to quickly publish to investors what they found. And, you know, FINRA has SRO immunity, we don’t, so we’re a little more careful about what we can put out there. But it would be really good for investors, saying these are the reasons we did it and then let the market have a rehabilitation process to bring something in, how it gets cured, what are the things we need to do.
When the SEC suspends, it publishes a notice that appears among the “Enforcement” pages at its website. If the suspension is for delinquent filings, the reason is obvious, but if it’s for cause, the wording is often opaque. Shareholders in the suspended issue are left frustrated and angry by the lack of explanation. Why not simply satisfy their curiosity? SEC suspension notices are written by the attorney who investigated the case, and over the years, a few of them have chosen to offer fairly specific information. So to make what Coulson suggests policy shouldn’t be difficult. And in fact Michael Paley volunteered that the SEC’s been making an effort to provide additional detail in its suspension orders and notices.
FINRA is even worse where explanations for U3 halts are concerned. No information at all is offered; it announces merely that an extraordinary events halt has been imposed.
Shortly thereafter, the roundtable drew to a close, but not before the head of FINRA’s Investor Education Department, Gerri Walsh, offered her own perspective on retail fraud. She wryly remarked that “if something doesn’t sound too good to be true, then you’re probably dealing with an amateur. Fraudsters are super smart, they’re super slick. And they cause people who fall prey to fraud to buy that dream.”
It’s a good line, but scammers aren’t always smart. What about Frank Ekejija, who claimed to run a fund managing $210 trillion in assets? The SEC wasn’t impressed. The companies he was associated with were suspended, and the investigation into them, their CEO, and Ekejija continues. Penny players aren’t always gullible and trusting. That was far more likely to be the case 20 years ago. Nowadays they’re more apt to call themselves traders than investors, and many more of them pretend to believe whatever story is on sale by the company in question than actually do believe it. What most people think of as the penny stock market is inhabited largely by gamblers. Is that what our capital markets should be? The might be a good subject for another roundtable.
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.
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Hey Gum can I get a L2 shot on Monday.Got a tight bid and ask.
Thanks
we will see it has been 3 months
Market Makers are robbing your account on the shorts making a killing.
What do you mean ?
Wilco. Do you know the new symbol for GNTP IT WAS ECXJ I think.But it has disappeared. Whats the scoop here
Where no symbol no chart
PRO you still out there? Do you still have any of this stock?
Whats the new stock symbol here, Cant find it under ECXJ
Thats what yall said 3 months ago
I dont understand what you are saying.Its not privately held.Confused here.
What company are you talking about that is privately held? Who s website. Have you sold any lately>
Ur posting the news not me.Could this be the pump again
Show us the filings BS
Just trying to help you and its free.
I see your 146, 000 at .0185 we will see.Hey when they get all their shorts back they will let you buy higher.It was pumped to .08 they love that.
You keep playing the game buddy, I have been talking about this for 6 months now.You are the kind they are making a killing on.They can short sale any otcc stock.Just keep buying.You are in over your head and dont understand stand the system.Just think about the people who bought this on the run up between .03 to .08 Now it can turn but they already know.
Remember you said that, You actually think someone just sold you that. It was Market Makers my friend on the short I hope I am wrong.
Still trading you tell me .Eventually it didn't dissolve WHY THEN.Plus 304,000 on the bid.
U would be surprised,sounds like you are now.
You got it, and that the game they play making the spread thats on all of my posts.No rules on the OTCCB,its tough but can be done.
99 percent
I am sorry but see the results for yourself Thtas the game my friend. Not to say it cant break out out this
I told yall 100 times these market makers are selling you naked short shares,then the signal and getting your shares you bought and covering on the bid.Making a killing on the spread.I will bill you later.If all of you knew what to do do you could stop some of that but new players come in.My bill just doubled.