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Re: ColeThornton post# 85464

Monday, 08/27/2007 8:57:11 PM

Monday, August 27, 2007 8:57:11 PM

Post# of 157299
Cole: "why can't GlobeTel find a lender?"
This could answer that question:

24. Will the pendency of the SEC enforcement action prevent the company from proceeding with the sale of securities to the public?

The SEC Division of Corporation Finance will typically permit regaistration statement to go effective even though the SEC Division of Enforcement is conducting an investigation. Before taking affirmative action (such as accelerating the effective date of a registration statement) the Division of Corporation Finance will ask a company to provide a Tandy letter. In the Tandy letter, a Company will represent that
the disclosure in the filing is the company’s responsibility;
the company acknowledges that the SEC’s action does not relieve the company from its responsibility for the disclosure in the filing; and
if the SEC takes action, the company will not assert this action as a defense in any proceeding initiated by the SEC or any person under the federal securities laws.
If, however, the SEC believes that the registration statement is materially misleading, the Commission can institute administrative proceedings to issue a stop order suspending the effectiveness of the registration statement.
Companies should hesitate to proceed with a securities offering in the midst of an SEC investigation regarding the company’s accounting or other disclosures. If the investigation results in an enforcement action or restatement, there will likely be litigation pursuant to Sections 11 and 23 of the Securities Act if the price of the securities declined compared to the offering price. The company, its senior officers (including its CFO and principal accounting officers) are likely to be named as defendants in this litigation., In addition, as a practical matter, underwriters sometimes hesitate to proceed with a public offering if the Enforcement Division is actively conducting an investigation.
http://www.abanet.org/buslaw/corporateresponsibility/clearinghouse/02annual/28/about_sec.pdf

"There is no great honor these days in being a long (very long).......
Not a lot of profit either it seems."

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