Securities Lawyer 101 l Brenda Hamilton

Securities Lawyer 101 l Brenda Hamilton

Friday, March 28, 2014

Securities Lawyers Gone Wild l John Silvia Indicted

Securities Lawyer 101 Blog On March 28, 2014, the FBI announced that John Silvia, 55, purportedly the “managing member” of Richardson Consulting LLC, was charged with securities, mail, and wire fraud. He was arrested on February 7, 2014. Silvia, who was licensed to practice law in Massachusetts in 1975, has been disbarred since 2003. He was charged based on his... Read More
http://www.securitieslawyer101.com/john-silvia/

Thursday, March 27, 2014

SEC Suspends Advanced Cannabis Solutions l Securities Lawyer 101

On March 27, 2014, the Securities and Exchange Commission (“Commission”) announced the temporary suspension, pursuant to Section 12(k) of the Securities Exchange Act of 1934 (“Exchange Act”), of trading in the securities of Advanced Cannabis ...
http://www.securitieslawyer101.com/advanced-cannabis/

Wednesday, March 26, 2014

OTCQB Adopts Listing Fees & Listing Requirements

OTC Markets Group has announced it is making significant changes to its OTCQB.  Companies seeking to be quoted on the OTCQB will be required to meet eligibility standards and pay an initial listing fee of $2,500 to the OTC Markets if not listed on t...
http://www.securitieslawyer101.com/otcqb/

Tuesday, March 25, 2014

EB-5 Offerings For Investors l Securities Lawyer 101 Blog

 Securities Lawyer 101 Blog The EB-5 investor visa program is becoming more popular since Rule 506 (c) became law allowing issuers to advertise their offerings to foreign investors seeking U.S. residency. As with any investment proper due diligence is crucial. The Securities and Exchange Commission’s (“SEC”) Office of Investor Education and Advocacy and U.S. Citizenship and Immigration Services (“USCIS”) have... Read More
http://www.securitieslawyer101.com/eb-5-offerings/

Whistleblower Is Awarded $64 Million in JPMorgan Case l Securities Lawyer 101

A former JPMorgan Chase employee, Keith Edwards, is about to receive nearly $64 million for whistleblowing.  Much has been written recently about the Whistleblower program now administered by the Securities and Exchange Commission (“SEC”), by Ed...
http://www.securitieslawyer101.com/whistleblowers-edwards/

Whistleblower Is Awarded $64 Million in JPMorgan Case l Securities Lawyer 101

A former JPMorgan Chase employee, Keith Edwards, is about to receive nearly $64 million for whistleblowing.  Much has been written recently about the Whistleblower program now administered by the Securities and Exchange Commission (“SEC”), by Ed...
http://www.securitieslawyer101.com/whistleblowers-2/

Sunday, March 23, 2014

Public Float Schemes l Securities Lawyer 101

Securities Lawyer 101 Blog When companies go public insiders often employ various mechanisms to control the company s free trading shares also known as the public float .  When these mechanisms avoid the SEC s registration and anti-fraud provisions, they are known as public float schemes.  In the penny stock markets, most pumps and dumps are possible because of public float schemes. Public float... Read More
http://www.securitieslawyer101.com/public-float/

Friday, March 21, 2014

Hamilton & Associates to Publish OTC Markets Pink Paper Series

Securities Lawyer 101 Blog BOCA RATON, Fla., March 21, 2014 /PRNewswire/ Due to the fundamental changes in 2013 that continue to shape the new Securities landscape for capital raising and going public on the OTC Markets Pink Sheets, Hamilton & Associates Securities Attorneys has launched OTC Markets Going Public Pink Paper Series , an e-book series by Securities Attorney, Brenda Hamilton, the founder... Read More
http://www.securitieslawyer101.com/pink_paper_series/

SEC Suspends Citadel After Pumps and Dumps Report

Securities Lawyer 101 Blog 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 questions that have been raised... Read More
http://www.securitieslawyer101.com/citadel-trading-suspension/

SEC Suspends Citadel After Pumps and Dumps Report

On March 21, 2014, the Securities and Exchange Commission issued a trading suspension of 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 Ocea...
http://www.securitieslawyer101.com/sec-suspends-citadel-pumps-dumps-report/

Friday, March 14, 2014

SEC Suspends Petrotech Oil & Gas l Securities Lawyer 101

On March 14, 2014, the Securities and Exchange Commission +SEC")  announced the temporary suspension,  pursuant to Section 12(k) of the Securities Exchange Act of 1934 (the "Exchange Act"), of trading of the securities of Petrotech Oil and Gas, Inc...
http://www.securitieslawyer101.com/petrotech-oil/

Thursday, March 13, 2014

John Babikian & Awesome Penny Stocks Charged in Scalping Scheme


http://www.securitieslawyer101.com/aps/

Offering Price & Dilution Disclosures in Registration Statements

Securities Lawyer 101 Blog Companies going public have several options in how to structure their transaction when filing a Form S-1 registration statement. The issuer can seek to raise capital by registering shares to sell through an Initial Public or Direct Public Offering,  it may register shares on behalf of existing shareholders or it can do both. If the issuer seeks... Read More
http://www.securitieslawyer101.com/offering-price/

SEC Obtains Settlements in Joseph Meuse and Thomas Russo Shell Packing Case

The Securities and Exchange Commission has reached pathetic  settlements with Joseph Meuse and Belmont Partners.  The SEC announced $300,000 in settlements against a Virginia-based shell packaging company and its CEO who were charged with facilitating a penny stock scheme as well as a Bronx, N.Y.-based stock promoter who received proceeds from the fraud. Marketing materials for Belmont Partners state that... Read More
http://www.securitieslawyer101.com/joe-meuse/

SEC Obtains Settlements from Joseph Meuse and Thomas Russo Shell Packing Case

Securities Lawyer 101 Blog The Securities and Exchange Commission has reached pathetic  settlements with Joseph Meuse and Belmont Partners.  The SEC announced $300,000 in settlements against a Virginia-based shell packaging company and its CEO who were charged with facilitating a penny stock scheme as well as a Bronx, N.Y.-based stock promoter who received proceeds from the fraud. Marketing materials for... Read More
http://www.securitieslawyer101.com/joe-meuse/

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


http://www.securitieslawyer101.com/form-s1-proceeds/

Securities Lawyers Gone Wild l Russell Adler Charged

On March 7, 2014, Russell Adler, a former name partner in Scott Rothstein s now-defunct law firm was criminally charged for funneling illegal campaign contributions to Senator John McCain and Florida gubernatorial candidate Charlie Crist.  Adler was charged with a single count of conspiracy to violate the Federal Election Campaign Act.  The charge carries a maximum five-year sentence. Federal sentencing guidelines... Read More
http://www.securitieslawyer101.com/russell-adler/

SEC Registration Statements l 2014 Q & A l Securities Lawyer 101

Securities Lawyer 101 Blog 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 about Form S-1 SEC registration statements and direct public offerings. Q. How does  a company register a securities offering with the Securities... Read More
http://www.securitieslawyer101.com/sec-registration-statement-2/

Wednesday, March 12, 2014

Form S-1 Summary Information l Securities Attorney 101

Securities Lawyer 101 Blog Form S-1 is the most commonly used registration statement statement filing with the Securities and Exchange Commission (the “SEC”).   This blog post addresses the requirements of the Form S-1 cover page and summary information.  The Form S-1 summary information and front page disclosure requirements are located in Items 501 and 502 of Regulation S-K.  Items 501... Read More
http://www.securitieslawyer101.com/s-1-summary-information/

Bangers, Bashers & Short Sellers l Securities Lawyer 101

Securities Lawyer 101 Blog When a manipulated stock’s price declines, it has become common practice for penny stock issuers and their disciples to scream foul play and claim their company is the victim of a stock basher-naked short sellers on investors hub and other message boards, working with nefarious clearing firms to send their stock price to the triple-zero graveyard.... Read More
http://www.securitieslawyer101.com/reg-sho/

Form 10-K Attorneys l Securities Lawyer 101

It is that time of year and SEC reporting companies with a December 31 year end must file their annual reports on Form 10-K this month.  Any Form 10-K attorney will tell you that the report is the most comprehensive of the year.   This is because Form 10-k contains the issuer s audited financial statements. The annual report on Form 10-k details information... Read More
http://www.securitieslawyer101.com/form-10-k-attorney/

Tuesday, March 11, 2014

Wwebnet CEO Pleads Guilty of $2 Million Securities Fraud

On March 11 ,2014, the Department of Justice announced that Robert Kelly, the chief executive officer of Wwebnet, Inc. (“Wwebnet”), a software development company, pled guilty today in Manhattan federal court to securities and wire fraud charges. According to the charges, Kelly diverted for his own personal use more than $2 million in investor proceeds that was intended for the... Read More
http://www.securitieslawyer101.com/wwebnet/

Sunday, March 9, 2014

Status of JOBS Act Rules & Proposals

The Jumpstart Our Business Startups Act (or JOBS Act) (the “JOBS Act”), enacted in 2012, is intended, among other things, to reduce barriers to capital formation, particularly for smaller companies. Among other things, the JOBS Act requires the SEC to adopt rules amending existing exemptions and creating new exemptions that permit companies to raise capital without SEC registration. Additional information about... Read More
http://www.securitieslawyer101.com/jobs-act-status/

Saturday, March 8, 2014

SEC Announces $7.2 Million for Rule 105 Short Selling Violations

Securities Lawyer 101 Blog On March 5, 2014, the Securities and Exchange Commission announced the largest-ever monetary sanction for Rule 105 short selling violations as a Long Island-based proprietary trading firm and its owner agreed to pay $7.2 million to settle charges. Rule 105 prohibits short selling of an equity security during a restricted period – generally five business days... Read More
http://www.securitieslawyer101.com/rule-105/

Friday, March 7, 2014

Reporting After a Form 10 Registration Statement

If a company files a registration statement such as on Form 10 under Section 12 of the Exchange Act, it becomes an SEC reporting company and the company becomes subject to the same annual, quarterly, and current reporting obligations that result from Securities Act registration. In addition, the company’s shareholders and management become subject to various requirements discussed below upon... Read More
http://www.securitieslawyer101.com/form-10-registration/

Reporting Obligations After Effectiveness of Form S-1

Once the SEC staff declares your company s Securities Act registration statement effective, the company becomes subject to Exchange Act reporting requirements. These rules require your company to file annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K with the SEC on an ongoing basis. If your company qualifies as a “smaller reporting company”... Read More
http://www.securitieslawyer101.com/form-s-1-reports/

The Intrastate Exemption l Section 3(a)(11)

 Securities Lawyer 101 Blog  Section 3(a)(11) of the Securities Act is generally known as the intrastate offering exemption.   The exemption is sometimes used by small issuers in going public transactions prior to filing a registration statement on Form S-1. The intrastate exemption facilitates the financing of local business operations if certain requirements are met. To qualify for the intrastate offering exemption,... Read More
http://www.securitieslawyer101.com/intrastate-exemption/

The Accredited Investor Exemption l Section 4(a)(5)

Securities Lawyer 101 Blog Offers and sales of securities must be either registered with the Securities and  Exchange Commission (the SEC ) or be exempt from registration. Section 4(a)(5) of the Securities Act of 1933, as amended exempts from the registration statement requirements offers and sales of securities to accredited investors when the total offering price is less than $5 million.... Read More
http://www.securitieslawyer101.com/accredited-investor-exemption/

SEC Suspends Broadcast Live Digital l Securities Lawyer 101

Securities Lawyer 101 Blog On March 4, 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 Broadcast Live Digital Corp (“BFLD”) of Toronto, Ontario commencing at 9:30 a.m. on March 7, 2014, and terminating at 11:59 p.m.... Read More
http://www.securitieslawyer101.com/broadcast-live/

SEC Suspends Suburban Minerals Corp

Securities Lawyer 101 Blog On March 4, 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 Suburban Minerals Corp (“Suburban”), of Henderson, Nevada commencing at 9:30 a.m. on March 7, 2014, and terminating at 11:59 p.m. on... Read More
http://www.securitieslawyer101.com/suburban-minerals/

SEC Suspends Broadcast Live Digital Corp l Securities Lawyer 101

Securities Lawyer 101 Blog On March 4, 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 Broadcast Live Digital Corp (“BFLD”) of Toronto, Ontario commencing at 9:30 a.m. on March 7, 2014, and terminating at 11:59 p.m.... Read More
http://www.securitieslawyer101.com/broadcast-live/

SEC Suspends Global Earth Energy l Securities Lawyer 101

Securities Lawyer 101 Blog On March 4, 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 Global Earth Energy, Inc. ( Global Earth ), a Nevada corporation commencing at 9:30 a.m. on March 7, 2014, and terminating at 11:59 p.m.... Read More
http://www.securitieslawyer101.com/global-earth-energy/

Thursday, March 6, 2014

SEC Charges Dewey & LeBoeu Executives with Securities Fraud

On March 6, 2014, the Securities and Exchange Commission (the SEC ) announces charges against five executives at Dewey & LeBoeuf,and finance professionals. They are are accused of facilitating a $150 million fraudulent bond offering by Dewey & LeBoeuf, the international law firm where they worked. The SEC alleges that the five turned to accounting fraud when the firm needed money... Read More
http://www.securitieslawyer101.com/dewey-leboeuf/

SEC Obtains Summary Judgment Against StratoComm Penny Stock Defendants

Securities Lawyer 101 Blog On February 19, 2014, the United States District Court for the Northern District of New York in Albany, New York granted the Securities and Exchange Commission s motion for summary judgment on liability against all defendants, StratoComm Corporation; and its CEO Roger D. Shearer, on all charges against them, including violations of the anti-fraud provisions and registration... Read More
http://www.securitieslawyer101.com/stratocomm/

OTC Markets Reporting l Securities Lawyer 101

Securities Lawyer 101 BlogPreview Changes Unlike securities listed on stock exchanges such as NASDAQ or the NYSE, securities may trade through the OTCMarkets interdealer quotation system whether they are Securities and Exchange Commission ( SEC ) reporting issuer or not. The Three OTCMarkets Reporting Tiers There are three reporting standards for companies quoted by OTCMarkets which vary depending upon the level of disclosure... Read More
http://www.securitieslawyer101.com/otc-markets-reporting/

SEC Shuts Down Pyramid Scheme Using Phony Companies l Securities Lawyer 101

Securities Lawyer 101 Blog On March 5, 2014, the Securities and Exchange Commission (the “SEC”) announced an emergency enforcement action to stop a fraudulent pyramid scheme by phony companies masquerading as a legitimate international investment firm.   The SEC has obtained a federal court order to freeze accounts holding money stolen from U.S. investors by Fleet Mutual Wealth Limited and MWF... Read More
http://www.securitieslawyer101.com/pyramid/

Wednesday, March 5, 2014

SEC Announces Trading Suspension of Aventura Equities

On March 5, 2014, the Securities and Exchange Commission (the “SEC”) announced the temporary trading suspension, pursuant to Section 12(k) of the Securities Exchange Act of 1934 (the “Exchange Act”), of trading in the securities of Aventura Equities, Inc. (“Aventura”) commencing at 9:30 a.m. EST on March 5, 2014, and terminating at 11:59 p.m. EDT on March 18, 2014. The... Read More
http://www.securitieslawyer101.com/aventura/

Tuesday, March 4, 2014

Monk Ordered to Pay Over $9,600,000

Securities Lawyer 101 Blog On February 12, 2014, the Securities and Exchange Commission (the “SEC”) announced that a Connecticut federal court entered judgments against a former Connecticut-based stock promoter, Jerry S. Williams, and two companies that he controlled, Monk’s Den, LLC and First In Awareness, LLC, who are defendants in a Commission enforcement action filed in 2012 alleging that they... Read More
http://www.securitieslawyer101.com/monk/

Investor Relations & General Solicitation After the JOBS Act

Securities Lawyer 101 Blog Investor relations also known as stock promotion involves the publication of information about a public company to increase its stock price and trading volume. The person who publishes this information  is sometimes referred to as a “Stock Promoter”.  Stock Promoters use a variety of media  including spam email, internet and direct mail newsletters, stock websites and... Read More
http://www.securitieslawyer101.com/17b/

FINRA Rule 6490 Notice Q & A l Securities Lawyer 101

Securities Lawyer 101 Blog Rule 10b-17 of the Securities Exchange Act of 1934 ( Exchange Act ), requires issuers to provide FINRA with notice 10 days prior to the record date of a dividend or other distribution in cash or in kind. This blog post addresses the most common questions we receive about providing FINRA with notice of dividends pursuant to Rule 6490.... Read More
http://www.securitieslawyer101.com/dividends/

Taking Remedial Measures After Acquiring A Custodianship Shell

Securities Lawyer 101 Blog Between January of 2000 and present, the Securities and Exchange Commission (the SEC ) has suspended or halted more than 2000 publicly traded companies. Most were dormant penny stock issuers suspended to prevent corporate hijackings by custodianship or receivership proceedings. Others were penny stock issuers engaged in massive pump and dump schemes. Some of the suspended companies... Read More
http://www.securitieslawyer101.com/custodianship-fraud/

Providing FINRA Notice Q & A

Securities Lawyer 101 Blog Rule 10b-17 of the Securities Exchange Act of 1934 ( Exchange Act ), requires issuers to provide FINRA with notice 10 days prior to the record date of a dividend or other distribution in cash or in kind. This blog post addresses the most common questions we receive about providing FINRA with notice of dividends pursuant to Rule 6490.... Read More
http://www.securitieslawyer101.com/dividends/

EB-5 Source of Funds Requirement

Securities Lawyer 101 Blog The EB-5 visa program grants foreign investors a green card for themselves and their immediate family in exchange for a capital investment of at least $500,000 in a qualified U.S. business enterprise.  To qualify under the EB-5 program, a foreign investor has two options. These are to make an individual investment of at least $1 million... Read More
http://www.securitieslawyer101.com/eb5/

Monday, March 3, 2014

Crowdfunding Confusion

Crowdfunding is a term used to describe an evolving method of raising money through the Internet.   While crowdfunding can be used to raise funds for many things, it generally has not been used as a means to offer and sell securities.  This has caused some confusion about the legality of crowdfunding for some market participants. Congress created an exemption to... Read More
http://www.securitieslawyer101.com/crowdfund-3/

Custodianship Shells l Dead Stock Walking

Securities Lawyer 101 Blog Last month, the Securities and Exchange Commission (the SEC ) announced the latest actions in its microcap fraud-fighting initiative known as Operation Shell-Expel, suspending trading in 255 dormant shell companies ripe for abuse in the over-the-counter market.  The SEC suspended the issuers to prevent corporate hijackings.  In the last two years, the SEC has suspended more than 2000... Read More
http://www.securitieslawyer101.com/hijackings/

How FINRA Rule 6490 lmpacts Reverse Mergers


http://www.reversemergers101.com/rule-6490/

Private Placement Memorandums 101


http://www.gopublic101.com/private-placement/

Sunday, March 2, 2014

Forensic Attorneys

Pump and dump schemes, false financial statements, Ponzi schemes and other types of white collar crimes cost investors billions of dollars each year. These schemes are often facilitated through offshore banks and financial institutions.  These types of practices are the target of new civil

Crowdfunding Securities Lawyers

Since the JOBS Act was signed into law in April 2012, market participants and observers have anticipated the release of the regulations governing equity crowdfunding.  On October 23, 2013, the SEC released Regulation Crowdfunding.  Many small business owners and advocates believe

Rule 506(c) & the JOBS Act

Rule 506(c) under the JOBS Act fundamentally changes the way unregistered offerings may be conducted. While the rule imposes stringent requirements, these requirements are manageable for issuers putting effective  compliance strategies into place.

Going Public for Foreign Issuers

Many foreign issuers seek to access the U.S. markets as part of their financing strategy. Foreign issuers that do not wish to become subject to the SEC’s reporting requirements have a number of options in their going public and financing transactions including

Reverse Merger Attorneys

Going Public transactions involving reverse mergers involve unique risks and expansive disclosures.  Hamilton and Associates has extensive experience in reverse merger due diligence and transactions.
Traditionally, private companies become publicly traded by registering an offering

Registration Statement Lawyers

The securities attorneys at Hamilton & Associates Law Group have provided many private companies with their going public solution.   We will design and implement the going public structure  most beneficial to your company.
Hamilton & Associates has represented more than 300 market participants in securities law matters and going public transactions.

Direct Public Offerings

One of the most efficient ways to achieve public company status is by using a Direct Public Offering.  We will assist you with your Direct Public Offering using a registration statement.

Corporate Hijackings

Corporate hijackings, also known as corporate identity theft, of public shell companies has been around for more than a decade.  It  is a growing method used by fraudsters to acquire

Dodd Frank & Forensic Matters

Since its inception, the Boca Raton, Florida law firm of Hamilton & Associates Law Group, P.A. and its founding Securities Lawyer, Brenda Hamilton has assisted whistleblowers and other clients with forensic analysis of securities transactions including short sales, trading schemes, corporate hijackings involving public companies and stock ticker symbols, domestic and international money laundering matters, shell companies and reverse merger

The JOBS Act

The Jumpstart Our Business Startups Act, or (the “JOBS Act”), is intended, to reduce barriers to capital formation, particularly for smaller companies in going public transactions.  The JOBS Act requires the SEC to adopt rules amending existing exemptions from registration under the Securities Act of

Going Public Attorneys

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 must become familiar.  Despite the risks even in a down economy, the U.S. market remains one of the most

Raising Capital

A private or public company can raise capital in a variety of ways. Traditional sources of capital for companies include loans from financial institutions such as a bank, or from friends and family as well as receivable financing. Companies can also raise capital in going public

Saturday, March 1, 2014

Donna Levy Sentenced

Securities Lawyer 101 Blog 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 a defendant has been convicted of more than one criminal... Read More
http://www.securitieslawyer101.com/donna-levy/

Securities Lawyers Gone Wild l John Briner

Securities Lawyer 101 Blog On February 3, 2014, the Securities and Exchange Commission (the “SEC”) announced the filing of stop order proceedings against 20 purported mining companies for providing false information in their registration statements. Of the 20 registration statements, 18 were opined upon by the same attorney, Diane Dalmy, who is the subject of a pending SEC  proceeding. More than one year... Read More
http://www.securitieslawyer101.com/securities-lawyers/