SEC Suspends Pingify – PGFY – By: Brenda Hamilton Attorney

Securities Lawyer 101 Blog

On May 14, 2014, the Securities and Exchange Commission (the “SEC”) announced the temporary suspension, pursuant to Section 12(k) of the Securities Exchange Act of 1934 (the “Exchange Act”), of trading in the securities of Pingify International, Inc. (“PGFY”), of Edmonton, Alberta, Canada at 9:30 a.m. EDT on May 14, 2014, and terminating at 11:59 p.m. EDT on May 28, 2014.  PGFY is quoted on the OTC Markets OTCQB. 

PGFY was originally formed in January of 2012.  That same year it filed a registration statement on Form S-1 with the SEC which was declared effective on April 13, 2014.  At the time of effectiveness of its registration statement and at of the time of the SEC trading suspension, PGFY had revenues of less than $10.

The SEC trading suspension of PGFY reflects that there were because of concerns regarding potential manipulative activity in Pingify’s common stock related to a promotional campaign currently being conducted through various Internet web sites.  The SEC’s  order was entered pursuant to Section 12(k) of the Securities Exchange Act of 1934 (Exchange Act).

The SEC cautioned broker-dealers, shareholders, and prospective purchasers that they should carefully consider the foregoing information along with all other currently available information and any information subsequently issued by the company.

Further, brokers and dealers should be alert to the fact that, pursuant to Rule 15c2-11 under the Exchange Act, at the termination of the trading suspension, no quotation may be entered unless and until they have strictly complied with all of the provisions of the rule.  If any broker or dealer has any questions as to whether or not he has complied with the rule, he should not enter any quotation but immediately contact the staff in the Division of Trading and Markets, Office of Interpretation and Guidance, at (202) 551-5777.  If any broker or dealer is uncertain as to what is required by Rule 15c2-11, he should refrain from entering quotations relating to PGFY’s securities until such time as he has familiarized himself with the rule and is certain that all of its provisions have been met.  If any broker or dealer enters any quotation which is in violation of the rule, the SEC will consider the need for prompt enforcement action.

The SEC acknowledged the substantial assistance of FINRA in this matter.  The Alberta Securities Commission and the British Columbia Securities Commission have both issued cease trade orders concerning PGFY’s securities.

For further information about this securities law blog post, please contact Brenda Hamilton, Securities Attorney at 101 Plaza Real S, Suite 202 N, Boca Raton, Florida, (561) 416-8956, or [email protected] or visit  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.  For more information about going public and the rules and regulations affecting the use of Rule 144, Form 8K, crowdfunding, FINRA Rule 6490, Rule 506 private placement offerings and memorandums, Regulation A, Rule 504 offerings, SEC reporting requirements, SEC registration statements on Form S-1 , IPO’s, OTC Pink Sheet listings, Form 10 OTCBB and OTC Markets disclosure requirements, DTC Chills, Global Locks, reverse mergers, public shells, direct public offerings and direct public offerings please contact Hamilton and Associates at (561) 416-8956 or [email protected].  Please note that the prior results discussed herein do not guarantee similar outcomes.

Hamilton & Associates | Securities Lawyers
Brenda Hamilton, Securities Attorney
101 Plaza Real South, Suite 202 North
Boca Raton, Florida 33432
Telephone: (561) 416-8956
Facsimile: (561) 416-2855