SEC Charges Investor Relations Provider With Insider Trading

Securities Lawyer 101 Blog On July 26, 2013, the Securities and Exchange Commission (the “SEC”) charged Stephen B. Gray, an investor relations provider with insider trading in the securities of his firm’s clients. The SEC action alleges that Gray obtained confidential information… Read More

SEC Settles Charges For Registration Violations in Unregistered Securities

Securities Lawyer 101 Blog On July 23, 2013, the Securities and Exchange Commission (the “SEC”)  settled charges against Florida resident Jorge Bravo, Jr., for unlawful sales of millions of shares of unregistered securities without complying with the registration statement… Read More

Securities Violator Patrick Kiley Sentenced to 20 Years in Prison

Securities Lawyer 101 Blog On July 15, 2013,  Patrick Kiley was sentenced to 20 years in prison and ordered to pay $155 million in restitution in connection with his conviction on 15 criminal counts including mail and wire fraud, conspiracy… Read More

Securities Attorney, Richard Kranitz Sentenced to 18 Months

Securities Lawyer 101 Blog On July 17, 2013, Richard Kranitz, a Wisconsin securities attorney was sentenced to 18 months in federal prison Wednesday for his role in a securities fraud involving an FBI Sting operation. Kranitz was also sentenced… Read More

SEC Issues Trading Suspension of Camelot Entertainment and 5 Other Issuers

SEC issued a trading suspension of Camelot Entertainment Group, Inc. (CMGR), Cavico Corp. (CAVO), Global 8 Environmental Technologies, Inc. (GBLE), GTC Telecom Corp. (GTCC), ICF Corporation (ICFO) and New NRG, Inc. (NNRG) due to a lack of current and accurate information.  The suspended issuers failed to file required periodic reports with the SEC.  The SEC entered the temporary trading suspension order was pursuant to Section 12(k) of the Securities Exchange Act of 1934 (Exchange Act).

Rule 506 Gives Bad Actors The Boot l Going Public Lawyers

Securities Lawyer 101 Blog On July 10, 2013, the Securities and Exchange Commission (the “SEC” or “Commission”) adopted amendments to rules promulgated under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) to

When the SEC Investigates l Securities Lawyer 101

Securities Lawyer 101 Blog No company wants to become the target of a Securities and Exchange Commission (“SEC”) investigation, and no investor welcomes an inquiry into a stock he holds. Issuers and shareholders alike need to understand how… Read More

Securities Lawyers Gone Wild l Michael Scaglione Indicted

Securities Lawyers Gone Wild Series          Securities Lawyer 101 Blog On July 10, 2013, Michael Scaglione, a Coral Gables securities attorney, was arrested by the FBI and charged in the the Eastern District of New York,… Read More

Going Public Question & Answer l Ask Securities Lawyer 101

Going public is a big step for any company.   The process of “going public” is complex and at times precarious. While going public offers many benefits it also comes with risks and quantities of regulations with which issuers… Read More

The JOBS Act l Rule 506

Securities Lawyer 101 Blog The Jumpstart Our Business Startups (“JOBS”) Act was signed into law by President Obama on April 5, 2012. The JOBS Act  required the Securities and Exchange Commission (the “SEC”) to issue final regulations regarding… Read More

The SEC Blacklists Bad Actors ln Rule 506 Offerings

Securities Lawyer 101 Blog On July 10, 2013, the SEC approved a rule banning the use of the Rule 506 exemption from securities registration if  the issuer and bad actors  had a “disqualifying event.”  The new ban on bad actors becomes… Read More

Promissory Notes l Securities Lawyer 101

Securities Lawyer 101 Blog Private companies going public seek to raise capital for a variety of reasons.  This capital may be sought from the sale of equity ownership of the corporate entity or debt such as a loan. … Read More

Registration Statements l Going Public Lawyer

Securities Lawyer 101 Blog This blog post addresses the most common questions we receive about going public using Form S-1 and the SEC registration statement process. Q. How do I register a securities offering for my company with… Read More

What is the OTC Pink Current Tier? Going Public Lawyers

Securities Lawyer 101 Blog Q. What is the OTC Markets OTC Pink Current Tier? A. Companies on the Pink Sheets are assigned to one of three tiers by the OTC Markets based upon the amount of disclosure the… Read More

What Does Rule 506 of Regulation D Require? Going Public Lawyers

Securities Lawyer 101 Blog To offer and sell securities in the United States, an issuer must comply with the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), or must offer and sell the… Read More

SEC Sues Imaging and CEO Dean Janes for Fraud

Securities Lawyer 101 Blog On June 26, 2013, the Securities and Exchange Commission (“SEC”) filed an enforcement action charging Imaging3, Inc. (IMGGQ), and Dean Janes, its CEO, with securities fraud, accusing Janes of misleading shareholders about actions taken… Read More

Rule 144 C & D l Ask Securities Lawyer 101

Securities Lawyer 101 Blog The SEC‘s Compliance and Disclosure Interpretations provide  its interpretations of the rules adopted under the Securities Act of 1933, as amended (the “Securities Act”).  A summary and excerpts of the portions relevant to restricted securities and Rule 144 as… Read More

SEC Suspends Biozoom After Publication of Private Report

Securities Lawyer 101 Blog On June 25, 2013, the Securities and Exchange (“SEC”) suspended trading in the securities of Biozoom, Inc. (BIZM).  In connection with the SEC action, it stated that “certain Biozoom affiliates and shareholders may have unjustifiably

Ask Securities Lawyer 101 l Financial Intermediaries

Securities Lawyer 101 Blog It is not unusual for a private or public company to be approached by financial intermediary (“Intermediary”) that offers to locate investors in exchange for a fee.  Most Intermediaries are not registered as broker-dealers with the Securities and… Read More

SEC Revokes Five Issuers to Prevent Reverse Merger Scams

Securities Lawyer 101 Blog On May 24, 2013, the Securities and Exchange Commission (“SEC”) revoked the registrations of Enercorp, Inc. (ENCP), FTS Group, Inc. (FLIP), Games, Inc. (n/k/a InQBate Corporation; INQB), Hartmarx Corporation (n/k/a XMH Corp. 1; (HTMXQ),… Read More

FINRA Prohibited Conduct l Broker-Dealer Lawyers

Securities Lawyer 101 Blog The Financial Industry Regulatory Authority (“FINRA”) require that broker-dealers and market makers observe “high standards of commercial honor and just and equitable principles of trade.” FINRA rules also prohibit broker-dealers and market makers from… Read More

Penny Stock CEO and Co-Conspirator Convicted of Securities Fraud

Securities Lawyer 101 Blog On May 3, 2013, in connection with an action that went unnoticed by most penny stock observers, the U.S. Attorney’s Office for the District of Massachusetts announced that John Jordan, of Cameron Park, California,… Read More

SEC Charges Ernesto Lujan and Direct Access Partenrs in Venezuelan Fraudulent Bond Kickback Scheme

Securities Lawyer 101 Blog In June 12, 2013, the Securities and Exchange Commission (“SEC”) brought an action against an additional defendant for his role in a frauduent kickback scheme involving the payment of millions of dollars in bribes to a… Read More

SEC Revokes Registration of Sunrise Solar

Securities Lawyers Gone Wild Series Securities Law 101 Blog Sunrise Solar’s most recent financial report filed was a 10-Q for the period ended March 31, 2009. According to the SEC action, Sunrise Solar purported to be in the… Read More

SEC Brings Charges in California Alzheimer’s Scam

Company President Lies to Investors Most people think of the Securities and Exchange Commission (“SEC”) as a regulator of publicly traded companies.  But the SEC’s authority extends to any company or individual—public or private—that offers or sells securities.  If the

Securities Lawyers Gone Wild – Michael Stewart

Securities Law 101 Blog On June 21, 2013, the Securities and Exchange Commission (“SEC”), suspended Michael Stewart, a California securities attorney, from practicing before the SEC.  The sanction stemmed from an SEC enforcement action brought by the agency… Read More

San Diego Penny Stock Promoter Charged with Securities Fraud

In the latest twist to the Bermuda Short Sting of 2003, on June 19, 2013, the Securities and Exchange Commission (“SEC”) Division of Enforcement charged David F. Bahr of Rancho Santa Fe, California, with securities fraud for attempting to generate the appearance of market interest in a penny stock in an effort to cause investors to buy the stock. Unfortunately for Bahr, his problems didn’t end with the SEC’s investigation of  his securities fraud.

SEC Revokes Registration of 8 Issuers to Prevent Corporate Hijackings

Securities Lawyer 101 Blog On June 17, 2013, the Securities and Exchange Commission (“SEC”) revoked the registrations of the securities of Avani International Group, Inc. (AVIT), Birch Mountain Resources Ltd. (BHMNF), Capital Reserve Canada Ltd. (CRSVF), Dynasty Gaming Inc…. Read More

GenMedx Inc. Changes and Ticker Symbol l Securities Lawyer 101

Securities Lawyer 101 Blog Boca Raton, Florida, May 20, 2013, GenMedx, Inc., a Nevada corporation announced its new name and trading symbol. GenMedx, Inc. is now Pyramidion Technology Group, Inc. Effective June 19, 2013, the Company commenced trading… Read More

What Are Short Sale Failures to Deliver?

Securities Lawyer 101 Blog In recent weeks, it has been claimed that microcap issuers are the target of rumor mongering by stock bashers working in collusion with market makers and notorious short sellers. It is sometimes difficult to differentiate… Read More