Securities Lawyer 101 l Brenda Hamilton

Securities Lawyer 101 l Brenda Hamilton

Thursday, May 22, 2014

SEC Charges Jeffrey Berkowitz & Others By: Brenda Hamilton Attorney


Securities Lawyer 101 Blog On May 24, 2014, the Securities and Exchange Commission announced the latest in a series of cases against microcap companies, officers, and promoters arising out of a joint law enforcement investigation to unearth penny stock schemes with roots in South Florida.  In complaints filed in federal court in Miami, the SEC charged five penny stock promoters... Read More
http://www.securitieslawyer101.com/jeff-berkowitz/

Jeffrey Berkowitz & Others Indicted By: Brenda Hamilton Attorney


The FBI announced indictments of six individuals today in connection with microcap fraud.  Jeffrey Berkowitz, 57, of Palm Beach County, a stock promoter, was charged by information with conspiracy to engage in a scheme to manipulate the publicly q...
http://www.securitieslawyer101.com/jeffrey-berkowitz/

Jeffrey Berkowitz & Others Indicted By: Brenda Hamilton Attorney


The FBI announced indictments of six individuals today in connection with microcap fraud.  Jeffrey Berkowitz, 57, of Palm Beach County, a stock promoter, was charged by information with conspiracy to engage in a scheme to manipulate the publicly q...
http://www.securitieslawyer101.com/jeffrey-berkowitz/

Jeffrey Berkowitz & Others Indicted By: Brenda Hamilton Attorney


The FBI announced indictments of six individuals today in connection with microcap fraud.  Jeffrey Berkowitz, 57, of Palm Beach County, a stock promoter, was charged by information with conspiracy to engage in a scheme to manipulate the publicly q...
http://www.securitieslawyer101.com/jeffrey-berkowitz/

SEC Charges Jeff Berkowitz & Others By: Brenda Hamilton Attorney


On May 24, 2014, the Securities and Exchange Commission announced the latest in a series of cases against microcap companies, officers, and promoters arising out of a joint law enforcement investigation to unearth penny stock schemes with roots in So...
http://www.securitieslawyer101.com/jeff-berkowitz/

Monday, May 19, 2014

SEC Suspends Andalusian Resorts By: Brenda Hamilton Attorey

Securities Lawyer 101 Blog On May 19, 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 ...
http://www.securitieslawyer101.com/andalusian-resorts/

SEC Charges Four Pension Officials for Regulation SHO Violations By:Brenda Hamilton

Securities Lawyer 101 Blog On May 19, 2014, the Securities and Exchange Commission (the “SEC”) announced charges against four former officials at clearing firm Penson Financial Services for their roles in Regulation SHO violations. An SEC investigation found that Penson’s securities lending practices intentionally and systematically violated Rule 204 under Reg. SHO.  The SEC’s Enforcement Division alleges that Penson’s chief... Read More
http://www.securitieslawyer101.com/pension-financial/

SEC Announces Charges Against Four Pension Officials for Regulation SHO Violations By:Brenda Hamilton

Securities Lawyer 101 Blog On May 19, 2014, the Securities and Exchange Commission (the “SEC”) announced charges against four former officials at clearing firm Penson Financial Services for their roles in Regulation SHO violations.   An SEC in...
http://www.securitieslawyer101.com/pension-financial/

Sunday, May 18, 2014

Rule 506 Offerings FAQ By: Brenda Hamilton Attorney

Securities Lawyer 101 Blog Rule 506 Offerings are the most common of the Regulation D exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”).   It has been over 8 months since the Securities and Exchan...
http://www.securitieslawyer101.com/rule-506-offerings/

Rule 506 Offerings FAQ By: Brenda Hamilton Attorney

Securities Lawyer 101 Blog Rule 506 Offerings are the most common of the Regulation D exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”).   It has been over 8 months since the Securities and Exchan...
http://www.securitieslawyer101.com/rule-506-offerings/

Rule 506 Offerings FAQ By: Brenda Hamilton Attorney

Securities Lawyer 101 Blog Rule 506 Offerings are the most common of the Regulation D exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”).   The Jumpstart Our Business Startup Act (the “JOBS Act
http://www.securitieslawyer101.com/rule-506-offerings/

Friday, May 16, 2014

SEC Suspends FusionPharm By: Brenda Hamilton Attorney

Securities Lawyer 101 Blog On May 16, 2-014, the Securities and Exchange Commission (“Commission”) 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 FusionPharm, Inc. (“FusionPharm”) of Denver, Colorado, at 9:30 a.m. EDT on May 16, 2014, and terminating at 11:59 p.m. EDT on May... Read More
http://www.securitieslawyer101.com/fusion-pharm/

SEC Shuts Down FusionPharm By: Brenda Hamilton Attorney

On May 16, 2-014, the Securities and Exchange Commission (“Commission”) 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 FusionPharm, In...
http://www.securitieslawyer101.com/fusion-pharm/

Wednesday, May 14, 2014

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.... Read More
http://www.securitieslawyer101.com/pgfy/

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 securi...
http://www.securitieslawyer101.com/pgfy/

Tuesday, May 13, 2014

SEC Charges Couch Oil & Gas in $10 Million Scheme By: Brenda Hamilton Attorney

Securities Lawyer 101 Blog On May 12, 2014, the Securities and Exchange Commission (the "SEC") filed suit in United States District Court in Dallas, Texas, alleging that, from at least September 2010 through January 2012, Charles O. Couch of Irv...
http://www.securitieslawyer101.com/couch-oil-gas/

Telexfree Principal Becomes Fugative By: Brenda Hamilton Attorney, Boca Raton Florida

Securities Lawyer 101 Blog On Friday, May 9, 2014, the U.S. Attorney for the District of Massachusetts charged James M. Merrilland Carlos N. Wanzeler with conspiracy to commit wire fraud in connection with the alleged TelexFree pyramid scheme ...
http://www.securitieslawyer101.com/telexfree-indicted/

Principals of Telexfree Indicted By: Brenda Hamilton Attorney, Boca Raton Florida

Securities Lawyer 101 Blog On Friday, May 9, 2014, the U.S. Attorney for the District of Massachusetts charged James M. Merrilland Carlos N. Wanzeler with conspiracy to commit wire fraud in connection with the alleged TelexFree pyramid scheme ...
http://www.securitieslawyer101.com/telexfree-indicted/

Monday, May 12, 2014

Raising Capital 101 By: Brenda Hamilton Attorney

Securities Lawyer 101 Blog 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 f...
http://www.securitieslawyer101.com/raising-capital-attorney/

Astrologer Stock Broker, Gurudeo Persaud Barred by SEC By: Brenda Hamilton Florida Securities Attorney

Securities Lawyer 101 Blog On May 9, 2014, the Securities and Exchange Commission (“Commission”) announced that public administrative proceedings were instituted pursuant to Section 15(b) of the Securities Exchange Act of 1934 (“Exchan...
http://www.securitieslawyer101.com/gurudeo-persaud/

Astrologer Stock Broker, Gurudeo Persaud Barred by SEC By: Brenda Hamilton Florida Securities Attorney

Securities Lawyer 101 Blog On May 9, 2014, the Securities and Exchange Commission (“Commission”) announced that public administrative proceedings were instituted pursuant to Section 15(b) of the Securities Exchange Act of 1934 (“Exchan...
http://www.securitieslawyer101.com/gurudeo-persaud/

SEC Disclosures for Smaller Reporting Companies By: Brenda Hamilton Florida Attorney

Securities Lawyer 101 Blog The SEC Disclosure rules allow smaller reporting companies to provide less comprehensive disclosures in their reports and filings so that compliance with the SEC's disclosure requirements is  less burdensome. These red...
http://www.securitieslawyer101.com/sec-disclosures/

SEC Disclosures for Smaller Reporting Companies By: Brenda Hamilton Florida Attorney

Securities Lawyer 101 Blog The SEC Disclosure rules allow smaller reporting companies to provide less comprehensive disclosures in their reports and filings so that compliance with the SEC's disclosure requirements is  less burdensome. These red...
http://www.securitieslawyer101.com/sec-disclosures/

The Direct Public Offering Solution l By: Brenda Hamilton Florida Attorney

Securities Lawyer 101 Blog The direct public offering ("Direct Public Offering") has become the premier method used in going public transactions. A Direct Public Offering allows a company to publicly offer and sell unrestricted securities directly ...
http://www.securitieslawyer101.com/direct-public-offering-2014/

SEC Investigations 101 l Posted by Brenda Hamilton – Florida Attorney

Securities Law 101 Blog Securities and Exchange Commission (the “SEC”) investigations can result from a variety of mfactors. SEC investigations can be triggered in matters ways, including during the SEC s routine review of SEC reports and schedules, routine inspections by FINRA of clearing houses and/or brokerage firms, reports and tips from investors or whistleblowers, referrals from other government agencies, news reports and the media, and... Read More
http://www.securitieslawyer101.com/sec-investigation/

SEC Investigations 101 l Posted by Brenda Hamilton - Florida Attorney

[caption id="attachment_7189" align="alignleft" width="199"] Ask Securities Lawyer 101 l SEC Enforcement[/caption] Securities Law 101 Blog Securities and Exchange Commission (the “SEC”) investigations can result from a variety of mfactors. SEC ...
http://www.securitieslawyer101.com/sec-investigation/

Thursday, May 8, 2014

SEC Issues Trading Suspension of IMDS By: Brenda Hamilton Attorney

Securities Lawyer 101 Blog On May  8, 2014, the Securities and Exchange Commission (the “Commission”) deems it necessary and appropriate for the protection of investors that public administrative proceedings be, and be instituted pursuant to Section 12(j) of the Securities Exchange Act of 1934 (“Exchange Act”) against Imaging Diagnostic Systems, Inc. (“IMDS”).    The SEC also announced the temporary suspension, pursuant... Read More
http://www.securitieslawyer101.com/imds/

SEC Institutes Proceeding Against IMDS By: Brenda Hamilton Attorney

Securities Lawyer 101 Blog On May  8, 2014, the Securities and Exchange Commission (the “Commission”) deems it necessary and appropriate for the protection of investors that public administrative proceedings be, and be instituted pursuant...
http://www.securitieslawyer101.com/imds/

SEC Registration Statement Q & A l By: Brenda Hamilton Attorney

Securities Lawyer 101 Blog SEC registration statements are the most efficient and reliable method for a private company to obtain public company status. Using a registration statement, companies provide transparency to investors and avoid the risks...
http://www.securitieslawyer101.com/sec-registration-statement-2/

Regulation A l The Colossal Exemption l Securities Lawyer 101

Securities Lawyer 101 Blog On December 18, 2013, the Securities and Exchange Commission (the "SEC") voted to propose rules impacting Regulation A . The rules are mandated by the 2012 Jumpstart Our Business Startups Act and designed to encourage ...
http://www.securitieslawyer101.com/regulation-a-proposals/

Wednesday, May 7, 2014

SEC Suspends Cannabusiness Group – By:Brenda Hamilton Attorney

Securities Lawyer 101 Blog On May 7, 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 of the securities of Cannabusiness Group, Inc. (“CBGI”), of Irvine, California at 9:30 a.m. EDT on May 7, 2014, and terminating at 11:59 p.m. EDT... Read More
http://www.securitieslawyer101.com/cannabusiness/

SEC Suspends Cannabusiness Group - By:Brenda Hamilton Attorney

Securities Lawyer 101 Blog On May 7, 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 of the secu...
http://www.securitieslawyer101.com/cannabusiness/

Tuesday, May 6, 2014

Market Makers 101 By: Brenda Hamilton

The Role of Market Makers in Going Public Transactions Securities Lawyer 101 Blog  Market makers play a critical role in the going public process. The last step in  a going public transactions is for the soon-to-be-public company to locate its s...
http://www.securitieslawyer101.com/market-maker-211/

Monday, May 5, 2014

Going Public Law – Posted by Brenda Hamilton Attorney

Securities Lawyer 101 Blog A private company going public is subject to three federal securities laws, each with its own unique requirements.  The three laws are the Securities Act of 1933 (the “Securities Act”), the Securities Exchange Act of 1934 (the “Exchange Act”) and the Sarbanes-Oxley Act of 2002 (”Sarbanes-Oxley”).In addition to the federal securities laws, companies going public are subject to... Read More
http://www.securitieslawyer101.com/going-public-laws/

Going Public Law - Posted by Brenda Hamilton Attorney

Securities Lawyer 101 Blog A private company going public is subject to three federal securities laws, each with its own unique requirements.  The three laws are the Securities Act of 1933 (the “Securities Act”), the Securities Exchange Act of...
http://www.securitieslawyer101.com/going-public-law-2/

SEC Charges Toronto Consultant and Four Others in China Reverse Merger Schemes

Securities Lawyer 101 Blog On May 5, 2014, the Securities and Exchange Commission charged a Toronto-based consultant and four associates with conducting illegal reverse merger schemes to bring a pair of China-based companies into the U.S. markets so they could manipulate trading and reap millions of dollars in illicit profits. Reverse mergers are commonly used as vehicles to evade the... Read More
http://www.securitieslawyer101.com/china-reverse-merger/

Securities Lawyers Gone Wild l Allen Ross Smith Charged

Posted by Brenda Hamilton Attorney Securities Lawyer 101 Blog On May 2, 2014, the Securities and Exchange Commission (“SEC”) charged Florida lawyer Allen Ross Smith with fraud in connection with his role in in an advance fee investment scam run...
http://www.securitieslawyer101.com/allen-ross-smith/

The Bank Secrecy Act 101 By: Brenda Hamilton Attorney

Securities Lawyer 101 Blog Posted By: Brenda Hamilton Attorney The Bank Secrecy Act (“BSA”) requires financial institutions in the United States to assist U.S. government agencies to detect and prevent money laundering activity. The Act’s reg...
http://www.securitieslawyer101.com/bank-secrecy/

Friday, May 2, 2014

SEC Issues Partial Stay of Conflict Minerals Rules By: Brenda Hamilton Attorney

On May 2, 2014, the Securities and Exchange Commission  issued an order staying the effective date for compliance with the portions of the Conflict Minerals Rules specifically Exchange Act Rule 13p-1 and Form SD that would require statements by issuers that the Court of Appeals held would violate the First Amendment (see Nat’l Ass’n of Mfrs. v. SEC, No. 13-5252, D.C. Cir., Apr. 14, 2014).
In its order, the SEC denied the motion filed by the National

OTC Pink Current Q & A By: Brenda Hamilton Attorney

Securities Lawyer 101 Blog Companies quoted with the OTC Pink tier are assigned to one of three tiers by the OTCMarkets based upon the amount of disclosure provided to the public.  The OTC Pink Current tier is the highest of these tiers, created ...
http://www.securitieslawyer101.com/otc-pink-current-tier/

New OTCMarkets Rules for OTCQB Companies Take Effect: By Brenda Hamilton Attorney

On May 1, 2014, OTCMarkets’ new rules for OTCQB stocks were implemented, as promised.  The changes were announced a month ago, taking many issuers and investors by surprise adding significant costs to thegoing public process.  OTCMarkets explained that by instituting this new program, it intended to create a “true venture stage marketplace for early and development stage companies.”  The program’s two

FINRA Addresses Market Maker Payments For Form 211

Securites Lawyer Blog Posted by Brenda Hamilton, Attorney On March 13, 214, the Financial Industry Regulatory Authority ("FINRA") filed with the Securities and Exchange Commission ("SEC" or "Commission") a proposed rule change that will impact Form...
http://www.securitieslawyer101.com/form-211/

Forex Scams 101 l Brenda Hamilton Attorney

Securities Lawyer 101 Blog The Commodity Futures Trading Commission (CFTC) and the North American Securities Administrators Association (NASAA) warn that off-exchange forex trading is at best extremely risky, and at worst, outright fraud.  Forex sc...
http://www.securitieslawyer101.com/forex-scams/

SEC Integration of Public & Private Offerings By: Brenda Hamilton Attorney

Securities Lawyer 101 Blog Issuers often need to raise funds during their going public transactions to offset legal and accounting costs.  The SEC integration rule addresses the circumstances under which an issuer can raise capital privately while ...
http://www.securitieslawyer101.com/sec-integration/

FINRA Members to Investigate FINRA U-4 Applicants

Securities Lawyer 101 Blog FINRA approved a new rule that require member firms to verify the accuracy of information provided by prospective applicants on FINRA U-4 applications.  Additionally, FINRA will review public financial records for all re...
http://www.securitieslawyer101.com/finra-u-4/

FINRA Members to Investigate U-4 Applicants

Securities Lawyer 101 Blog FINRA approved a new rule that require member firms to verify the accuracy of information provided by prospective applicants on Form U4.  Additionally, FINRA will review public financial records for all registered repres...
http://www.securitieslawyer101.com/finra-u4/

New OTCMarkets Rules for OTCQB Companies Take Effect: By Brenda Hamilton Attorney

OTC Pink Paper Series Posted by Brenda Hamilton Attorney On May 1, 2014, OTCMarkets' new rules for OTCQB stocks were implemented, as promised.  The changes were announced a month ago, taking many issuers and investors by surprise adding signific...
http://www.securitieslawyer101.com/otcmarkets-rules/

Thursday, May 1, 2014

International Businessman Pleads Guilty to Scamming Investors

On April 8, 2014, Sven Erik Ulsteen, a former executive and shareholder of a Channel Islands company named Anturion Limited, pled guilty to fraudulently using counterfeit and forged securities to take over $2 million from investors.  Ulsteen also admitted that he attempted to conceal this income from the Internal Revenue Service, and in so doing defrauded the United States out of more than $200,000 in taxes.
Ulsteen has been in custody since December 16, 2013,

SEC Charges Barry Bekkedam In Connection with Banyon Fund By:Brenda Hamilton

The Securities and Exchange Commission (the “SEC”) has filed securities fraud charges against Barry R. Bekkedam, of Hobe Sound, Florida. Bekkedam is the former owner, Chairman, and Chief Executive Officer of Ballamor Capital Management, LLC (“Ballamor”), a formerly SEC-registered

SEC Charges Barry Bekkedam In Connection with Banyon Fund By:Brenda Hamilton

Posted by Brenda Hamilton Attorney The Securities and Exchange Commission (the "SEC") has filed securities fraud charges against Barry R. Bekkedam, of Hobe Sound, Florida. Bekkedam is the former owner, Chairman, and Chief Executive Officer of Ballam...
http://www.securitieslawyer101.com/barry-bekkedam/