NutraFuels Launches Extreme Energy Spray

COCONUT CREEK, FL, Jul 01, 2014 (Marketwired via COMTEX) — NutraFuels, Inc. (PINKSHEETS: NTFU), a manufacturer of oral spray dietary supplements, announced today that the company plans to launch its latest product, TapoutT XT Extreme Energy Oral Spray in the month of August.

SEC Charges Five With Short Sale Violations

On July 2, 2014 — The Securities and Exchange Commission (the “SEC”) charged five short sellers who were traders for committing short selling violations.

Why Companies Going Public Need a Securities Lawyer

Companies going public must comply with federal and state securities laws. Section 5 of the Securities Act of 1933, as amended (the “Securities Act”) and all state securities regulators require that all securities either be registered with the Securities and Exchange Commission (the “SEC”) or be exempt from registration.

Securities Lawyers Gone Wild – Todd A. Duckson

On June 2, 2014, the Securities and Exchange Commission (the “SEC”) announced that, on June 27, 2014, Judge Donovan W. Frank, of the U.S. District Court in St. Paul, Minnesota, issued an Opinion and Order imposing sanctions against securities lawyer Todd A. Duckson, a Minneapolis, Minnesota attorney, Capital Solutions Monthly Income Fund, LP, a Minneapolis-based real estate lending fund (the “Fund”), and Transactional Finance Fund

The Exchange Act Lawyer’s Role In Going Public Matters

The Securities Exchange Act of 1934 (the “Securities Exchange Act”) grants broad authority to the Securities and Exchange Commission (“SEC”) to oversee the securities industry. The SEC’s authority includes the power to register, regulate, and oversee brokerage firms, transfer agents, and clearing agencies; as well as securities self regulatory

Fund Manager Brian Callahan Pleads Guilty In $96 Million Ponzi Scheme

On April 29, 2014, Brian Callahan pleaded guilty to one count of securities fraud and one count of wire fraud for operating a $96 million Ponzi scheme through his various

Prospectus Disclosure Requirements in Going Public Transactions

Private companies which offer and sell their securities to the public before completion of a going public transaction are subject to the same requirements under the Securities Act of 1933, as amended (the “Securities Act”) as public companies who securities to the public. Section 5 of the 1933 Act provides that an issuer may not use the mails or other means of interstate commerce to offer or sell its securities unless a registration statement is in effect under the Securities Act.

Anthonie R. Sparrow Sentenced in $16 million Scheme

On February 25, 2014, the FBI announced that Anthonie R. Sparrow pled guilty for his role in perpetrating a $16 million securities fraud scheme that victimized hundreds of investors around the world. Sparrow was charged in December 2009 and extradited from Spain.

George Louis Theodule Sentenced to 150 Months

On February 26, 2014, the United States Attorney for the Southern District of Florida and Federal Bureau of Investigation (FBI), announced the unsealing of an indictment charging George Louis Theodule, former resident of Wellington, Florida. Theodule was charged with multiple counts of wire fraud, securities fraud, and money laundering. Theodule was arrested on August 23, 2013, and had his initial appearance before U.S. Magistrate Judge Dave Brannon later that morning.

According to the indictment, Theodule engaged in an investment

Donna Levy Sentenced

On February 19, 2014, Donna Levy was was sentenced to 60 months in connection with her conviction for Conspiracy to Commit Securities Fraud and Manipulation for Hire on Counts and 66 months for Securities Fraud concerning Banneker, Cardiac Networks to run concurrently. In criminal cases when

SEC Registration Statement Attorney l 2014 Q & A l Securities Lawyer 101

The new rules under the JOBS Act have increased interest in going public transactions and SEC registration statements as part of the capital raising process.  This blog post addresses some of the most common questions we are asked as registration statement attorneys about Form S-1 and direct public offerings..

Use of Form S-1 Proceeds In SEC Registration Statements l Securities Lawyer 101

Companies going public have several options in how to structure their transaction when registering securities with the Securities and Exchange Commission (“SEC”).  They can seek to raise capital using the registration or they can simply register shares on behalf of existing shareholders.  If the

SEC Settles Securities Fraud Charges Against Alexander Mascioli After Winnebago Offer

On March 19, 2014, the Securities and Exchange Commission (the “SEC”) filed settled securities fraud charges in the United States District Court for the District of Connecticut against Alexander H.G. Mascioli and his alter-ego, purported hedge fund, North Street Capital, LP (“NSC”).

SEC Continues Trading Suspensions to Prevent Custodianship Fraud

On March 21, 2014, the Securities and Exchange Commission (the “SEC”) announced the trading suspension of trading of the following issuers, commencing at 9:30 a.m. EDT on March 20, 2014 and terminating at 11:59 p.m. EDT on April 2, 2014:

· IVI Communications, Inc. (IVII)

SEC Suspends Citadel After Pumps and Dumps Report

On March 21, 2014, the Securities and Exchange Commission issued a trading suspension pursuant to Section 12(k) of the Securities Exchange Act of 1934 (the “Exchange Act”), of trading in the securities of Citadel EFT, Inc. (“Citadel”), of Oceanside, California.

The SEC suspended trading in the securities of Citadel because of

Summary Financial Information in Form S-1 Registration Statements l Securities Lawyer 101

Under the JOBS Act, an Emerging Growth Company may provide two years of summary financial data in its SEC registration statement or for the period from the date of the company’s inception, if shorter, and any interim periods that are included in the financial statements.

 

Registration statement attorneys should stress to issuer’s going public that the purpose of Selected Financial Information in the Form S-1 or other Registration Statement is to highlight certain significant information and trends of the issuer’s financial condition and operations.

 

Summary  financial information is derived from financial

Form 10 Registration Statements l The Securities Exchange Act of 1934

After completion of a going public transactions public companies may become subject to the Securities and Exchange Commission’s (“SEC”) reporting requirements.  All Companies whose securities are registered on a national securities exchange, and generally issuers  whose assets exceed $10,000,000 with a class of equity securities held by 500 or more persons, must register their securities under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act” or the “1934 Act”).  Companies can also elect to become subject to the 1934 Act’s reporting requirements by filing a Form 8A or Form 10 Registration Statement pursuant to Section 12(g) of the 1934 Act.

A 1934 Act registration statement requires disclosure of material