SEC Target Held In Contempt and Arrested

http://www.securitieslawyer101.com/coronati/

Getting Funded 101

A private or public company can raise capital in a number of ways. Traditional sources of financing for companies include loans from branks or other financial institutions, receivable financing and  from friends and family. Private companies can also finance in going public transactions by selling securities in a Rule 506 Offering prior to filing a Form S-1 Registration Statement with the SEC. Going public is a milestone for any company and there are both advantages and  disadvantages of public company status. Companies going public do so because of the general perception that public company status will make it easier to raise capital.

Form S-8 Registration Statements Q & A

A. Form S-8 (“Form S-8”) is a short-form registration statement under the Securities Act of 1933, as amended (the “Securities Act”).  Most companies use Form S-1 in going public transactions when conducting a direct public or initial public offering (“IPO”).

Form S-1 registration statements require complete and comprehensive disclosures of the issuer’s business, finances and management functions as a prospectus for investors in an initial public offering. It’s also the most time-consuming registration statement to prepare because of the expansive disclosures required.

The Laws That Apply to Finders

Companies seeking capital are frequently approached by finders who offer to locate investors in exchange for a fee.  This is particularly true in going public transactions. Most finders are not registered as broker-dealers with the Securities and Exchange Commission (the “SEC”).

The possibility of receiving capital even through the efforts of a finder creates a tempting opportunity for issuers who need capital.

Matching companies with investors can be a lucrative proposition for the finder. While it may seem harmless enough, the SEC does not think so and in fact, the SEC frequently brings cases against unregistered finders and those who aid and abet them.

12b-25 Question and Answer

Accelerated filers, non-accelerated filers and smaller reporting companies occasionally have difficulty meeting the Securities and Exchange Commission’s (“SEC”) reporting due dates.

Rule 12b-25 adopted by the SEC under the Securities Exchange Act of 1934, provides an extension of the SEC’s reporting due dates. This blog post contains common questions and our responses to common questions we receive about Rule 12b-25 and exensions of filing due dates of periodic reports.

OTC Pink Sheet l Question and Answer

Q. What are the benefits of  listing on the OTCMarkets OTC Pink Sheets?

A.  There are a couple of benefits for companies opting to list on the OTC Pink Sheets.

Pink Sheet listings are much less expensive and the disclosure requriements are less stringent than a listing on the OTCMarkets OTCQB because audited financial statements are not required.  Despite that audited financial statements are not required, issuers who publish the information required by the OTCMarkets Pink Sheet Disclosure Guideslines provide transparency to investors and comply with SEC Rule 15c-211.

SEC Charges Lance Berger In Connection With FUEG

According to the SEC, in December 2012, Lance T. Berger, a stock promoter for several penny stock companies, including FUEG, along with another stock promoter who was a business associate of Berger’s, began discussions with the cooperating witness regarding possible fraudulent stock transactions involving several issuers, including FUEG.

FUEG is a Florida corporation with principal offices located in Valley Stream, New York. FUEG purported to be in the business of operating an internet gaming website that charged a monthly membership fee. FUEG’s stock was quoted on the OTC Link operated by OTC Markets Group, Inc. and the OTC Bulletin Board under the symbol “FUEG.”