May 22

SEC Announces trading suspension of Eco Science Solutions $ESSI

This morning prior to the market open the SEC issued a trading suspension for Eco Science Solutions (ESSI), which has a market cap of $107 million.

SEC trading suspension release (PDF)
SEC trading suspension order (PDF)

The reason given for the trading suspension:

concerns regarding the accuracy and adequacy of publicly disseminated information concerning, among other things, ESSI’s proposed acquisition of Ga-Du Bank, Inc.

Eco Science Solutions issued a press release about acquiring Ga-Du Bank Inc on May 5th. Below is the full text of that PR:

Eco Science Solutions, Inc. Signs Letter of Intent to Acquire Specialty Banking Operation

MAUI, HI–(Marketwired – May 5, 2017) – Eco Science Solutions, Inc. (OTCQB: ESSI), an eco-technology Company providing solutions to the multi-billion-dollar health, wellness and alternative medicine industry, today announced that it has signed a Letter of Intent with Ga-Du Bank, Inc. for the purpose of acquiring full ownership of the Bank in a stock and cash transaction.

Upon the closing of the transaction, ESSI will operate the Bank as a wholly-owned subsidiary of Eco Science Solutions, Inc. ESSI will own and operate a financial banking division providing payment processing, cash management and financial services to its customers in the cannabis industry.

Additionally, the Bank’s principals have engaged with prospects in the marketplace whom have made expressions of interest, along with preliminary commitments to deposit sums between Three-Hundred and Six-Hundred Million Dollars ($300,000,000 and $600,000,000). These amounts are currently being projected to be deposited within the first sixty to one-hundred-eighty days following the acquisition of the Bank by ESSI.

“All parties involved are enthusiastic about the Bank’s potential to financially serve the cannabis marketplace. Current business owners working in medical marijuana are doing a tremendous job, but are truly in need of formal banking services so they can soundly manage their business finances,” stated John Lewis, who is both the current president of the Bank and a Governor of the Central Bank of SCNRFP. Mr. Lewis continued with, “By combining Ga-Du Bank with Eco Science Solutions, we see how our synergies will create an important financial institution to serve a category that is in need of a fully integrated vertical product suite.”

“Our entire team is thrilled by the prospect of the acquisition of the Ga-Du Bank by ESSI,” said Andy Tucker, Senior Advisor to of Ga-Du Bank. Mr. Tucker continued, “We believe that in joining forces with the ESSI team, we can deliver a comprehensive suite of financial products that addresses the current needs of currently what is a cash-driven industry, allowing ESSI to become a break-out leader for the sector.”

“It has been our vision from day one that, in order to fully service the cannabis industry and execute on our business plan, we needed to be creative in securing and offering a banking platform that further differentiates us from everyone in our category,” stated Jeff Taylor, Chief Executive Officer of Eco Science Solutions, Inc. Mr. Taylor continued, “The deal with Ga-Du Bank is a game-changer for not only ESSI, but everyone in the cannabis industry. This new division of our Company will put us years ahead of our goal to create a full-service marketplace among growers, suppliers, distributors, retailers and consumers.”

About Eco Science Solutions, Inc.

With headquarters in Maui, Hawaii, Eco Science Solutions, Inc. is a technology-focused Company targeting the multi-billion-dollar health, wellness and alternative medicine industry.

From enterprise software, to consumer applications for daily use, the Company develops technical solutions that empower enthusiasts in their pursuit and enjoyment of building eco-friendly businesses and living healthy lifestyles.

Eco Science’s core services span localized communications between consumers and business operators, social networking with like-minded enthusiasts, rich educational content, e-commerce, and rapid delivery of products, all catering to the health-and-wellness lifestyle.

Forward-Looking Statements

Legal Notice Regarding Forward-Looking Statements in this news release that are not historical facts are forward-looking statements that are subject to risks and uncertainties. Forward-looking statements are based on current facts and analyses and other information that are based on forecasts of future results, estimates of amounts not yet determined, and assumptions of management. Forward looking statements are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “aims”, “potential”, “goal”, “objective”, “prospective”, and similar expressions or that events or conditions “will”, “would”, “may”, “can”, “could” or “should” occur. Information concerning oil or natural gas reserve estimates may also be deemed to be forward looking statements, as it constitutes a prediction of what might be found to be present when and if a project is actually developed.

Actual results may differ materially from those currently anticipated due to a number of factors beyond the reasonable control of the Company. It is important to note that actual outcomes and the Company’s actual results could differ materially from those in such forward-looking statements. Factors that could cause actual results to differ materially include misinterpretation of data, inaccurate estimates of oil and natural gas reserves, the uncertainty of the requirements demanded by environmental agencies, the Company’s ability to raise financing for operations, breach by parties with whom we have contracted, inability to maintain qualified employees or consultants because of compensation or other issues, competition for equipment, inability to obtain drilling permits, potential delays or obstacles in drilling operations and interpreting data, the likelihood that no commercial quantities of oil or gas are found or recoverable, and our ability to participate in the exploration of, and successful completion of development programs on all aforementioned prospects and leases. Additional information on risks for the Company can be found in the Company’s periodic filings filed from time to time with US Securities and Exchange Commission at www.sec.gov.

Eco Science Solutions, Inc.
www.ecossi.com
[email protected]
800-379-0226
Copyright © 2017 Marketwired. All Rights Reserved

ESSI will resume trading on the grey market (no market makers) at the open on June 6, 2017.

Disclaimer. No position in any stocks mentioned and I have no relationship with anyone mentioned in this post. This blog has a terms of use that is incorporated by reference into this post; you can find all my disclaimers and disclosures there as well.

May 12

Pump & dump Global Quest Limited $GLBB receives SEC trading suspension

This morning prior to the market open the SEC issued a trading suspension for Global Quest Limited (GLBB), which has been promoted over the last few weeks and which has risen from $1 to $5.65 to give it a market cap of $56 million market capitalization.

SEC trading suspension release (PDF)
SEC trading suspension order (PDF)

The reason given for the trading suspension (emphasis mine):

The Commission temporarily suspended trading in the securities of GLBB because of concerns regarding the accuracy and adequacy of information in the marketplace, including on Global Quest’s website, regarding the company’s business operations. This order was entered pursuant to Section 12(k) of the Securities Exchange Act of 1934 (Exchange Act).

The Commission acknowledges FINRA’s assistance in this matter.

While there may have been others promoting Global Quest, one promoter was Wall Street Giants. Here is an excerpt from their disclaimer:

This release is not without bias, and is considered a conflict of interest if compensation has been received by WSG for its dissemination. To comply with Section 17(b) of the Securities Act of 1933, WSG shall always disclose any compensation it has received, or expects to receive in the future, for the dissemination of the information found herein on behalf of one or more of the companies mentioned in this release. For current services performed WSG has been compensated one million two hundred thousand dollars for coverage of the current company (GLBB) featured by a non-affiliated third party. WSG HOLDS NO SHARES OF GLOBAL QUEST LTD (OTC: GLBB).

GLBB will resume trading on the grey market (no market makers) at the open on May 26, 2017.

Disclaimer. No position in any stocks mentioned and I have no relationship with anyone mentioned in this post. This blog has a terms of use that is incorporated by reference into this post; you can find all my disclaimers and disclosures there as well.

Apr 28

Broker and OTC market maker Wilson-Davis Co. fined by SEC for Reg SHO violations

In an administrative proceeding released on April 26, 2017, the SEC issued a cease and desist order (PDF) to brokerage and notorious OTC market maker Wilson Davis (Market maker ID: WDCO) for violations of Regulation SHO and ordered the company to pay $235,714.50 in disgorgement of profits and interest thereon and a $75,000 civil penalty. But the headline of a violation of short selling regulations obscures the fact that the trading in question was related to some of the biggest pump and dumps ever perpetrated, all run by AwesomePennyStocks or related websites.

There are a few details in the order that are key. First, Wilson-Davis had two separate trading groups: legitimate market makers and proprietary traders. From the SEC’s order linked above:

WDCO was comprised of two trading groups: a retail trading group and a proprietary trading group. The activity that is the subject of this Order pertains to WDCO’s proprietary trading group. Traders in the proprietary trading group had agreements with WDCO under which the traders were allowed to use WDCO funds for proprietary trades of securities and would split their profits with WDCO in accordance with their agreements.

Not mentioned in the order is that one of the traders was Anthony “Fat Tony” Kerrigone, who has already been sanctioned by the SEC in December 2016 (PDF). From that administrative order:

Kerrigone, a proprietary trader at WDCO, is a WDCO representative who caused WDCO’s Regulation SHO violations by executing certain short sales of securities on behalf of WDCO without WDCO being engaged in bona-fide market making activity and without WDCO obtaining a locate prior to effecting the short sales. Kerrigone improperly relied on the bona-fide market making exception for certain short sale trades without having a reasonably sufficient understanding of the rule, without sufficiently discussing with anyone at WDCO whether such trading qualified WDCO for the bona-fide market making exception, and by conducting such trading in a manner that closely resembled examples explicitly identified by the Commission— years before the conduct at issue—as activity that generally is not bona-fide market making.

Anthony Kerrigone was ordered to pay disgorgement of profits (and interest thereon) of $550,000.50 and a civil penalty of $50,000. Prior to the SEC order, Kerrigone (CRD#: 2612581) was also cited by FINRA back in November 2015. From FINRA BrokerCheck (FINRA does not allow direct linking so you have to search for Kerrigone by his name):

Initiated By FINRA
Allegations
Without admitting or denying the findings, Kerrigone consented to the sanctions and to the entry of findings that he caused his member firm to violate Rule 203(b)(1) of SEC Regulation SHO when on occasions, Kerrigone placed orders to sell short low-priced stocks through the firm’s proprietary trading account and failed to locate the securities, claiming the market marker exemption to the locate requirements. The findings stated that the market maker exemption was not available to the firm because Kerrigone was not engaging in bona-fide market marking activities in these securities. The firm generated over $158,239 in profits from these short transactions.
Resolution
Acceptance, Waiver & Consent(AWC)
Sanctions
Civil and Administrative Penalty(ies)/Fine(s)
Amount: $10,000.00
Sanctions
Suspension
Duration: six months
Start Date: 12/7/2015
End Date: 6/6/2016

Surprisingly, Kerrigone was able to get another job in the industry after that suspension and according to BrokerCheck he still holds it, working for BMA Securities, another OTC market maker (Market maker ID: BMAS).

The Pumps & Dumps

Listed in the SEC order are five examples of stocks where Wilson Davis improperly sold short stocks using the market maker exemption while not acting as a bona fide market maker: Amwest Imaging (AMWI), North Springs Resources Corp (NSRS), Sunpeaks Ventures (SNPK), Great Wall Builders (GWBU), and Pristine Solutions (PRTN). AMWI was promoted in December 2011 by Crazypennystocks.com and related websites (a predecessor promoter to Awesomepennystocks). NSRS was promoted in January and February of 2012 by Crazypennystocks.com. See synopses of these and other big promotions of 2011/2012. SNPK was promoted in April 2012 by Awesomepennystocks-related websites. GWBU was promoted by Awesomepennystocks in June 2012. See also this article on GWBU manipulation. PRTN was promoted by Awesomepennystocks in September/October 2012. Infitialis wrote an excellent article on SeekingAlpha at the time about the manipulation of PRTN and explicitly linked Wilson-Davis to the PRTN manipulation

That Infitialis article in particular does a great job of explaining some of how Anthony “Fat Tony” Kerrigone allegedly traded Awesoempennystocks pumps while at Wilson-Davis. From that article:

We also know that one specific broker dealer Wilson Davis & Company is continually engaged in showing abnormally large bid sizes on every single APS scam since 2010.

The most obvious question to ask is why? Why would WDCO go out of its way to display such larger orders if their true intention was to buy the shares. The obvious answer is that WDCO is not trying to buy shares they are trying to manipulate the stock while other market makers such as ATDF liquidate shares. These transactions occur simultaneously often serendipitously:

  1. APS Stock begins to decline
  2. WDCO shows up with an abnormally sized bid, stock stabilizes
  3. ATDF shows up on the offer and sells into the buying generated by WDCO.

This behavior is described in the SEC order as WDCO updating its bids for stocks but having a very high offer and then short-selling through other market makers (“While posting an offer quotation that was not at or near the best offer, WDCO executed short sales at prices that were substantially away from its posted quotation.”). Of course, that SEC order makes no mention of manipulative bid support, yet that is something that is well-documented (most traders who traded Awesomepennystocks pumps will recall this and this is documented on numerous blogs and tweets). For example, here is a post about manipulation on GWBU that shows multiple screenshots of Wilson-Davis (WDCO) displaying huge bids. Here are screenshots of big bids by WDCO on NSRS. I have copied just two of those screenshots below in case the original website is taken down. Now, I obviously cannot prove the manipulative intent of posting large bids on these stock promotions, but I cannot think of any other explanation. This begs the question: why did the SEC not sue Wilson-Davis and Anthony Kerrigone for market manipulation? I can only hope that the SEC is working on that but settled on the lesser Reg SHO violation charges rather than put everything into one big lawsuit.

Just for fun, here is WDCO showing absurdly large offers on a non-Awesomepennystocks pump (I make no commentary during the video so just mute it if you do not want to hear the music I was listening to at the time):

 

Disclaimer. No position in any stocks mentioned and I have no relationship with anyone mentioned in this post. I traded (both long and short) most if not all of the stocks mentioned in this post at the time they were promoted. This blog has a terms of use that is incorporated by reference into this post; you can find all my disclaimers and disclosures there as well.

Apr 17

FINRA fines Scottsdale Capital Advisors $1.5 million

If you have followed penny stocks and pump and dumps for a few years then you know Scottsdale Capital Advisors (hereafter referred to as Scottsdale Capital). They are one of the few brokers left that have continued to allow the deposit and sale of shares in illiquid penny stocks. Larger brokers and discount brokers stopped allowing that over five years ago. When the big Biozoom (BIZM) pump happened back in 2013 many of the frozen accounts were at Scottsdale Capital.

On March 31st, FINRA fined Scottsdale Capital $1.5 million. Unfortunately I cannot find any public posting of that news so the prior link is to a Stockwatch article (full article only available to subscribers; see this copy if not a subscriber). In addition to the fine, John Hurry, owner of Scottsdale Capital, was permanently banned from working in the securities industry.

The full 111-page FINRA decision can be found on their website. Unfortunately FINRA prevents direct-linking so you need to go to http://disciplinaryactions.finra.org/Search/ and then enter “John Hurry” as the name. I have downloaded a copy of the decision in case they delete it.

Excerpt from the decision:

Hurry’s violation of his duty to observe high standards of commercial honor and just and equitable principles of trade was purposeful and egregious. These two qualities lead us to conclude that Hurry is a threat to investors and the integrity of the markets. Our concern is compounded by our credibility findings. We found that he repeatedly testified falsely, and that there was a pattern of doing so when he thought no contradictory evidence would come to light.

When misconduct is intentional, General Principle 1 provides that adjudicators should 572 assess sanctions that exceed the recommended range in the Guidelines. Principal Consideration 13 also focuses on whether a respondent’s misconduct is the result of an intentional act, recklessness, or negligence.573 When a violation is egregious, the Guidelines often suggest more severe sanctions. In egregious cases in connection with violations of Rule 2010 and Section 5, the specific Guidelines recommend that an individual be suspended for up to two years or barred.

Even though he has no disciplinary history, the devious nature of Hurry’s violation evidences disregard for regulatory requirements, an aggravating factor under General Principle 2 and Principal Consideration 10.574 We have no confidence that if he remained in the securities industry he would not again devise a way to evade the law and regulatory requirements. For this reason also, we believe Hurry is a threat to the investing public.

The decision also shows just how remunerative running Scottsdale Capital has been for Hurry — in 2014 he and his wife made “approximately $6.2 million in directors’ fees and $1.45 million in net income.”

 

Disclaimer. No position in any stocks mentioned and I have no relationship with anyone mentioned in this post. This blog has a terms of use that is incorporated by reference into this post; you can find all my disclaimers and disclosures there as well.

 

Apr 17

Ciaran Thornton of BuySellShort.net fined by SEC

One of the more venerable online trading newsletters is BuySellShort.net, run by Ciaran Thornton (@buysellshort on Twitter). I’ve been aware of him for over a decade (though I never subscribed). He has 60,000 followers on Twitter (compared to my 30,000) and has written for TheStreet.com (although his last article was in 2014). He also wrote articles on SeekingAlpha.com (which have since been removed).

Evidently not content to make money running a stock trading newsletter, Ciaran Thornton was paid for positive articles that he wrote about some stocks, without disclosing that compensation. He was sued along with 26 others by the SEC last week. See the SEC’s order against Thornton (PDF). Following are quotes from that order. Thornton settled with the SEC, neither admitting nor denying the allegations.

On the basis of this Order and Respondent’s Offer, the Commission finds:

SUMMARY
Between April 2013 and February 2014, Ciaran Thornton violated the anti-fraud and antitouting provisions of the federal securities laws by publishing various communications describing issuer securities on investment websites that purported to be independent when, in fact, they were paid promotions.

Here are the SEC’s findings of fact (emphasis mine):

Between April 2013 and February 2014, Thornton published 15 articles and one blog entry on investment websites SeekingAlpha.com, Benzinga.com and SmallCapNetwork.com, using the pseudonyms Stock Investor, Itradethebios, and BuySellShort. Thornton’s publications positively described the securities of the following six issuers that were clients of Lidingo, or another stock promotion firm affiliated with Lidingo: Arch Therapeutics, Inc., Assured Pharmacy, Inc., Galena Biopharma, Inc., NeoStem, Inc. (now Caladrius Biosciences, Inc.), OncoSec Medical Incorporated, and Stevia First Corporation (now Vitality Biopharma, Inc.). Lidingo paid Thornton $600 for each publication, for a total of $9,600.

4. Thornton did not disclose that these articles were paid-for promotions or the amount of the compensation he received. Moreover, in nine articles, Thornton misrepresented that he was “not receiving compensation” for the article. These nine articles were published on Seeking Alpha’s website. Thornton falsely stated that he was not receiving compensation because, at the time, Seeking Alpha had a policy that expressly prohibited compensated articles. Thornton’s misstatements regarding his compensation were material.

5. Thornton’s articles included positive descriptions of publicly-traded stocks. Seeking Alpha held itself out as a “platform for investment research, with broad coverage of stocks, asset classes, ETFs and investment strategy” where “articles frequently move stocks, due to a large and influential readership which includes money managers, business leaders, journalists and bloggers.”

Thornton was fined as follows:

Respondent shall, within 14 days of the entry of this Order, pay disgorgement of $9,600, prejudgment interest of $858.65, and a civil monetary penalty in the amount of $20,000 to the Securities and Exchange Commission for transfer to the general fund of the United States Treasury

While this seems like a slap on the wrist, it is still nice that the SEC caught him (and other people listed in the press release that I will discuss in a following blog post). One of the most basic things you learn when blogging about stocks is that you must not lie about conflicts of interest. While it is legal (though not ethical) to receive payment to tout a stock, that payment must be disclosed. Also, if a trader writes about a stock they have a position in, they should disclose it (and failing to disclose it lead to an SEC suit if the trader is prominent enough).

Perhaps the most important lesson is one that I hope my blog readers have learned long ago: never trust other people’s analysis of stocks (no matter where you see that analysis appear) — many people lie or they may just be stupid and their analysis wrong.

 

Disclaimer. No position in any stocks mentioned and I have no relationship with anyone mentioned in this post except that I have written for SeekingAlpha in past years for which I received small compensation from SeekingAlpha based on how many people read the articles. Also, I can be seen as being something of a competitor to Ciaran Thornton as I make some money from my Profit.ly affiliate links. I also receive compensation from Tim Sykes for moderating his chatroom, etc. This blog has a terms of use that is incorporated by reference into this post; you can find all my disclaimers and disclosures there as well.

Apr 13

Recent SEC Trading suspensions of pump & dumps

I have been remiss in not posting much over the last months (and years!). While in 2016 I traded almost no pump and dumps because so few were successful and so few even had decent volume, 2017 has had several successful pumps and now several high-profile SEC trading suspensions of stocks in mid-pump. I look at these in reverse chronological order and then address common themes and what we can expect in the future.

Bingo Nation (BLTO)

Bingo Nation was a landing page pump: http://wallstreetblaze.com/blto/index.html (at the time I write this that page is still online). At its peak on April 11th ($3.10) it had a market capitalization of $85 million. Trading was suspended on April 12th, 2017.

Archived PDF copy of landing page

Excerpt from disclosure on landing page (emphasis mine):

The “Company” featured herein appears as paid advertising, paid by a third party to provide public awareness for (BLTO). The publisher, Wall Street Blaze, understands that in an effort to enhance public awareness of (BLTO) and its securities through the distribution of this online advertisement, Star Step Limited paid all of the costs associated with creating, and distribution of this advertisement. The publisher was paid the sum of two thousand five hundred dollars for its contributions. The marketing vendors will be managing a total budget of three hundred thousand dollars, provided by Star Step Limited for all online advertising and marketing efforts and will retain any amounts over and above the cost of production, copywriting services, mailing and other distribution expenses, as a fee for its services.

SEC trading suspension release (PDF)
SEC trading suspension order (PDF)

Reason for suspension (from above order):

concerns regarding (i) the accuracy and adequacy of publicly available information in the marketplace, including on Bingo Nation’s website and multiple third party promotional emails and articles relating to, among other things, the company’s existing capacity to generate near-term revenue provided on both Bingo Nation’s own website and, since at least March 20, 2017 through April 5, 2017, to multiple third party promotional emails and articles from different sources (at least one of which is also available on Bingo Nation’s own website); and (ii) potentially manipulative transactions in Bingo Nation’s common stock.

Bingo Nation will resume trading on April 28th on the grey market.

 

Emedia Group (EMMD)

eMedia was promoted via emails, primarily from QRC Investment Group. At its peak of $4.17 on March 24th, eMedia Group had a market cap of $83 million. Trading was suspended on April 4th, 2017 (also suspended at the same time were IMMG and EURI below).

SEC trading suspension release (PDF)
SEC trading suspension order (PDF)

Reason for suspension (from above order):

concerns regarding the accuracy and adequacy of assertions by EMMD in press releases to investors concerning the company’s assets and business operations and because of potentially manipulative transactions in EMMD’s common stock. Specifically, the company issued press releases dated February 13 and February 21, 2017 in which it described acquisitions by the company of a hotel-booking website portal and a flight- and hotel- booking mobile application.

eMedia Group will resume trading on April 19th on the grey market.

 

Immage Biotherapeutics (IMMG)

Immage Biotherapeutics (IMMG) was promoted via emails, primarily via QRC Investment Group. At its peak at $1.62 on April 3rd it had a market cap of $245 million.

SEC trading suspension release (PDF)
SEC trading suspension order (PDF)

Reason for suspension (from above order):

concerns regarding the accuracy and adequacy of information in the marketplace and potentially manipulative transactions in IMMG’s common stock

 

AgriEuro Corp (EURI)

AgriEuro Corp had been promoted via emails in February and March 2017 and it was formerly a FinestPennyStocks pump and dump at the beginning of 2016. At its peak of $0.225 on March 21st it had a market cap of $57 million.

SEC trading suspension release (PDF)
SEC trading suspension order (PDF)

Reason for suspension (from above order):

concerns regarding the accuracy and adequacy of information in the marketplace and potentially manipulative transactions in EURI’s common stock

 

George Sharp, anti-fraud pro-se legal gadfly (and former promoter himself), proposed that the reason for the suspensions of EMMD, IMMG, and EURI was that they all were connected at some point to attorney Scott Lawler. I am not convinced of that. That EMMD and IMMG were promoted by QRC Investment Group makes me think the SEC could be targeting that stock promoter. Of the suspended stocks, IMMG and EURI just received the boiler plate explanation for why they were halted. The EMMD halt order specifically mentions two of the company’s press releases and the BLTO halt order mentions the company’s revenue projections on its website. One thing is clear: the SEC is still active in fighting pump and dumps and those promoters and stocks that attract its attention have a significant risk of having trading in their shares suspended. The most prominent stock promotion is currently Zenosense (ZENO) so I think there is a decent chance it will be suspended.

 

Disclaimer. No position in any stocks mentioned and I have no relationship with anyone mentioned in this post. This blog has a terms of use that is incorporated by reference into this post; you can find all my disclaimers and disclosures there as well.

Apr 13

An Introduction to shelf registrations

Probably the most common kind of way of issuing and registering new stocks is a shelf registration. This is filed on SEC Form S-3 (F-3 if the issuer is a foreign company). These can be used with multiple types of offerings, including most commonly PIPEs, Private Investments in Public Equities, where the shares have been sold to an investor and the shares are now being registered so that investor can sell those shares; ATMs or At the Market Offerings (PDF), where a company sells shares into the open market from time to time; and registration of shares underlying warrants or convertible bonds.

Shelf Takedowns by Greenberg Traurig (PDF)
FAQs about Shelf Offerings by Morrison Foerster (PDF)

Besides the actual shelf registration statement, the company has to file a prospectus supplement within two days of whichever comes first, the offering being priced or the shelf registration being used. Also, just because a shelf registration is filed does not mean it can be used immediately — the registration needs to be declared effective after the SEC reviews the registration. This typically takes two to three weeks from when the registration statement is filed. When a shelf registration (or another registration statement) has become effective a form EFFECT will be posted. For example, here is a shelf registration, prospectus, and EFFECT for Diana Containerships (DCIX):

 

Disclaimer. No position in any stocks mentioned and I have no relationship with anyone mentioned in this post. This blog has a terms of use that is incorporated by reference into this post; you can find all my disclaimers and disclosures there as well.

Mar 24

Who is behind Kalani Investments Limited?

[Edit 13 April 2017: a shipping industry magazine article has unmasked the Canadian investors behind Kalani]

 

Who is behind Kalani Investments Limited? The short answer is I don’t know. I thought it worthwhile to at least try looking the British Virgin Islands (BVI) company behind toxic financings of Dryships (DRYS), TopShips (TOPS), and Diana Containerships (DCIX). For $30 I found out only two things: the company was registered by TMF BVI Limted of Palm Grove House, PO Box 438, Road Town, Tortola, BVI (a registered agent / legal firm that specializes in this kind of thing) and it was registered on March 24, 2016. As expected, the filings didn’t reveal any of the people who actually own the company and run it. I have uploaded the documents I received from the BVI corporation register. Kalani’s company number is 1909877.

Registration details (PDF)
Certificate of Incorporation (PDF)
Articles of Association (PDF)
Pre-Incorporation transactions (PDF)

Per the most recent TopShips 6-K (page 27) John Gordon from Hassans is the representative of Kalani (and again, this is just a law firm to hide who owns and controls Kalani):

Kalani Investments Limited
Palm Grove House
P.O. Box 438
Road Town, Tortola
British Virgin Islands
Facsimile: +350 20077343
E-mail: [email protected]
Attention: John Gordon

and apparently Kalani’s law firm is Greenberg Traurig:

Greenberg Traurig, LLP
The MetLife Building
200 Park Avenue
New York, New York 10166
Facsimile: (212) 801-6400
Email address: [email protected]
Attention: Anthony J. Marsico, Esq.
In a form 6-K from Diana Containerships John Gordon is also the signatory for Kalani and is described as a director of Kalani.

Disclaimer. No position in any stocks mentioned and I have no relationship with anyone mentioned in this post. This blog has a terms of use that is incorporated by reference into this post; you can find all my disclaimers and disclosures there as well.

Mar 10

Some good posts on offerings and fundamental research

These come from Auspex Research on Twitter. Follow him. He has no blog but he does occasionally post longer thoughts on Twitlonger.

A Gevo Inspired Twitlonger (10 June 2016)
When A+B = D (17 November 2016)
Realtime Analysis using Twitlonger (22 November 2016).

Disclaimer. No position in any stocks mentioned and I have no business relationship with Auspex (I don’t even know his real name). This blog has a terms of use that is incorporated by reference into this post; you can find all my disclaimers and disclosures there as well.

Dec 02

Dan & Carol Get busted!

Here is a nice investigation into the former stock promoters Dan Ryan, Carol McKeown, Eric Van Nguyen, and money man Tony Papa. Keep in mind that Dan and Carol, while coming off as sympathetic figures, ran a stock promotion business and are alleged to have violated US laws. Before the SEC sued them I alleged the same thing and they put out a PR threatening me with a libel lawsuit (that PR is no longer available online).

 


Disclaimer. No positions in any stock mentioned. Dan and Carol never followed through on their threat to sue me. This blog has a terms of use that is incorporated by reference into this post; you can find all my disclaimers and disclosures there as well.

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