Scottsdale Capital Advisors Sues me

Scottsdale Capital Advisors (referred to here and in many court filings as SCA) sued me personally and my company, MorningLightMountain LLC (referred to here and in many court filings as MLM), in The Kalamazoo County Circuit Court in Michigan. My lawyers removed it to federal court (Scottsdale Capital Advisors Corp. v. MorningLightMountain, LLC (1:18-cv-00533) U.S. District Court, W.D. Michigan) and then agreed with SCA’s lawyers to remand it back to state court. You can see all the initial filings and the filings that happened at the federal level for free at the Court Listener website:

https://www.courtlistener.com/docket/6627318/scottsdale-capital-advisors-corp-v-morninglightmountain-llc/

Full federal case docket
(Note that the links that are not PDFs are OCR text of the filings performed by CourtListener.com and will have errors):

1. May 11, 2018 Main Doc Notice of Removal Download PDF

Att 1 Exhibit 1 – Summons & Complaint Download PDF

Att 2 Exhibit 2 – First Amended Complaint Download PDF

Att 3 Exhibit 3 – State Court Register of Actions Download PDF

Att 4 Exhibit 4 – FINRA Amended Extended Hr’g Panel Decision Download PDF

Att 5 Exhibit 5 – Scottsdale Schedule of Commission & Fees Download PDF

Att 6 Exhibit 6 – Proof of Service for Notice of Removal Download PDF

2. May 14, 2018 Main Doc Notice Regarding Assignment of Case Download PDF

3. May 14, 2018 Main Doc Corporate Disclosure Statement Download PDF

4. May 18, 2018 Main Doc Stipulation and Order (Proposed-one document) Download PDF

 

Kalamazoo County Circuit Court does not yet allow the public electronic access to court records. To keep my readers updated, I will be posting a copy of the register of actions (docket) every so often as well as posting scans of all documents publicly available in the case.

The case is 2018-0153-CZ in the Civil Division of the Ninth Judicial Circuit Court of the State of Michigan.

Scottsdale Capital Advisors Corp.

v

Does 1-10
Michael Goode
MorningLightMountain, LLC

Michigan State case register of actions (2018-0153-CZ)

Register of Actions as of 9/19/2018 (PDF)
[All links below are to PDF files]

4/16/2018 – Summons and Complaint – Civil – New Filing
Service To: Defendant MorningLightMountain, LLC; Defendant Goode,
Michael; Defendant Does 1
10

4/17/2018 – Notice of Review by Business Court Judge

4/20/2018 – Amended Complaint
Party: Plaintiff Scottsdale Capital Advisors Corp.

5/11/2018 – Notice of Removal to Federal Court
Party: Plaintiff Scottsdale Capital Advisors Corp.; Defendant MorningLightMountainLLC; Defendant Goode, Michael; Defendant Does 110
[This is the same as the notice of removal filed in the federal case; the exhibits are not included in this scan because they were included with the federal case linked above]

5/25/2018 – Stipulation with Order Regarding:
Fixing Deadline to Response to First Amended Complaint

5/25/2018 – Substitution of Attorney and Order
Party: Plaintiff Scottsdale Capital Advisors Corp.

5/29/2018 – Court of Appeals- Supreme Court – Remand for:
Remanded from the Western Distict of Michigan

6/7/2018 –  Answer to Amended Complaint
Party:
 Defendant MorningLightMountain, LLC; Defendant Goode, Michael

6/7/2018 –  Motion for Summary Disposition
Party: Defendant MorningLightMountain, LLC; Defendant Goode, Michael
First Amended Complaintwith Brief in Support

6/7/2018 –  Praecipe

6/7/2018 –  Proof of Service

6/7/2018 –  Notice of Scheduled Proceeding
on Defendants Motion for Summary Disposition

6/27/2018 – Civil Proceedings Scheduling Order MCR 2.401
Party: Plaintiff Scottsdale Capital Advisors Corp.; Defendant MorningLightMountain, LLC; Defendant Goode, Michael

8/2/2018 – Stipulation
Stipulation to Amend Scheduling Order

8/14/2018 – Adjournment Stipulation and Order
Party: Plaintiff Scottsdale Capital Advisors Corp.; Defendant MomingLightMountain, LLC; Defendant Goode, Michael; Defendant Does 110
to Amend Scheduling Order

8/15/2018 –  Notice of Scheduled Proceeding

8/17/2018 –  Response to: (Specify)
Party: Plaintiff Scottsdale Capital Advisors Corp.
in Opposition to Motion for Summary Disposition of First Amended Complaint

8/17/2018 –  Proof of Service
Reply in support of Defendants’ Motion for Summary Disposition of First Amended Complaint

8/20/2018 –  Response to: (Specify)
Party: Defendant MomingLightMountain, LLC; Defendant Goode, Michael
Reply in support of Defendants‘ Motion for Summary Disposition of First Amended Complaint

8/20/2018 –  Proof of Service
on Plaintiffs Response in Opposition to Motion for Summary Disposition of First Amended Complaint

8/20/2018 –  Motion for Pro Hac Vice 
Plaintiffs Motion for Temporary Admission of Out of State Attorney, Nicholas A. Kurtz with supporting documentation

8/20/2018 –  Proof of Service
on Plaintiffs Motion for Temporary Admission of Out of State Attorney, Nicholas A. Kurtz with supporting documentation

8/21/2018 –  Order for Pro Hac Vice
as to Nicholas A. Kurtz

8/22/2018 – Motion for Summary Disposition (9:00 AM) (Judicial Officer: Lipsey, Alexander C.)
Events: 06/07/2018 Motion for Summary Disposition

9/14/2018 – Notice of Scheduled Proceeding
Amended Trial date – original set for the wrong date

9/18/2018 – Proof of Service
Plaintiffs First Set of Interrogatories to Defendants; Request for Production to Defendants

2/6/2019 –  Settlement Conference (1:30 PM) (Judicial Officer: Lipsey, Alexander C.)
Events: 08/14/2018 Adjournment Stipulation and Order
12/26/2018 Continued to 02/06/2019 Stipulation and Order Scottsdale Capital Advisors Corp.; MorningLightMountain, LLC; Goode, Michael; Does 1-10

4/9/2019 –  Civil Jury Trial (9:00 AM) (Judicial Officer: Lipsey, Alexander C.)
Events: 08/14/2018 Adjournment Stipulation and Order
01/15/2019 Continued to 04/16/2019 Stipulation and OrderScottsdale Capital Advisors Corp.; MorningLightMountain, LLC; Goode, Michael; Does 110

 

[Filings and state case register of actions last updated 9/19/2018]

 

Due to the litigation I will not be providing my opinion on this case or on any of the parties involved so please do not ask.

 

Disclaimer: I and MorningLightMountain LLC of which I am the sole member are being sued for defamation and false light invasion of privacy by Scottsdale Capital Advisors. 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.

Some Forms 3 & 4, MintBroker, and how three microcap stocks moved 200%+ in days

Check out MintBroker International Ltd’s SEC filings on EDGAR. There was nothing filed prior to June 29th, 2018. The only SEC forms filed so far are forms 3 and 4.

The SEC describes the use of these forms (emphasis mine):

Corporate insiders – meaning a company’s officers and directors, and any beneficial owners of more than ten percent of a class of the company’s equity securities registered under Section 12 of the Securities Exchange Act of 1934 – must file with the SEC a statement of ownership regarding those securities.

New Concept Energy (GBR)

First I want to look at New Concept Energy (GBR). As of its most recent SEC Form 10-Q/A, GBR showed 2,131,935 shares outstanding as of May 11, 2018.

Here is a more zoomed-in view showing each date:

The stock first spiked on June 28th, gapping up big on no apparent news (a form SC-13D had been filed after the previous day’s close by Realty Advisors, Inc but that disclosed no new information — all the info in it was available in the June 21st, 2018 8-k filed by GBR). The stock then closed at $1.7201, well below the open price of $3.02. On July 29th GBR gapped down a tiny bit to $1.69 before spiking big and closing at $4.22. At 6:39 pm (all times Eastern) MintBroker filed an SEC Form 3 showing direct ownership of 1,073,713 shares with the “date of event requiring statement” being 06/29/2018.

The following trading day, July 2nd, GBR opened at $5.90 and hit a high of $12.75 before closing at $8.90. On July 3rd the stock gapped up again, opening at $12.00 and then dropping to close at $4.11. A form 4 filed by MintBroker at 11:14am on July 3rd revealed that the company had sold 114,576 shares on July 2nd at an average price of $11.32 and still owned 959,137 shares.

The following day the market was closed for the July 4th Independence Day holiday. On July 5th, GBR gapped up, opening at $5.03 and closing at $4.95. At 11:51am on July 5th MintBroker filed another form 4 showing that it had sold 959,137 shares on July 3rd at an average price of $8.682 and no longer owned any shares.

It is easy to guess at MintBroker’s profits with this information. I added up the total sales of stock to get $9,624,227.75 ($8.9635 per share). If we assume it paid an average of $4.22 (the close on July 29th), which is almost certainly higher than the price it actually paid, then it paid $4,531,068.86 for those shares and profited $5,093,159. Of course there is lots of information I don’t have so this is just an educated guess.

MER Telemanagement Solutions ltd (MTSL)

As of it most recent Form 20-F from December 31, 2017, MER Telemanagement Solutions (MTSL) reported 3,120,684 shares outstanding. Below is the daily candlestick chart of MTSL:

On July 10th, 2018 MTSL spiked from an open of $1.10 to close at $2.73. The next day it gapped up to $4.00 and closed at $2.19. The following day, July 12th at 1:56pm, MintBroker filed a form 4 showing that it had acquired 147,716 shares at an average price of $4.6189 on 7/11/2018 and had sold 446,911 shares at an average price of $3.603 on the same day. MintBroker has not filed any other SEC forms on MTSL.

Obviously the number of shares on that form 4 don’t match and it wasn’t a form 3 indicating that it wasn’t the first acquisition of MTSL shares by MintBroker. My opinion given that information is that MintBroker likely bought the other 299,195 shares on July 10th. Assuming that those shares were purchased at an average of $2.73 (the closing price on July 10th), the average purchase price of the total 446,911 shares would be $3.3543. That gives me an estimate of ‘only’ $111,146 in profits.

Avalon Holdings (AWX)

Avalon Holdings is the most recent stock for which MintBroker has filed a Form 3 or Form 4. As of May 4th (per the company’s May 10th Form 10-Q) Avalon Holdings reported 3,191,100 shares outstanding. Below is the daily candlestick chart of AWX:

Starting on July 24th, AWX started spiking on no news. It traded thrice the shares outstanding on each of the following two days. On July 27th, 2018 at 5:47pm MintBroker filed an SEC Form 3 showing direct ownership of 1,922,095 shares with the “date of event requiring statement” being 7/27/2018.

In premarket trading AWX hit a high of $36.00 but since 8:30am has dropped a lot and as I write this the stock is at $7.80. I eagerly await a future MintBroker Form 4 on AWX.

Final Results: AWX

This section was added on August 2nd after MintBroker filed the expected Forms 4 showing that they sold all of their shares. Following are the dates/details of the Forms 4.

7/30/2018 4:58pm Form 4 —  192,340 shares sold at $15.5054 (incorrectly showed “A” in box 4 which would mean ‘acquired’).
7/31/2018 1:34pm Form 4 — 719,885 shares sold at an average price of $8.175
8/1/2018 11:19am Form 4 — 799,720 shares sold at average price of $4.1506
8/1/2018 11:42am Form 4 — 202,642 shares sold at average price of $3.911 (zero shares held after this)
8/1/2018 1:41pm Form 4/A — correcting 7/30 form 4 to show 192,340 shares sold at $15.504 on 7/27

This adds up to an average sale price of $6.779 on 1,914,587 shares. Note that this does not quite add up to the number of shares shown in the form 3 (1,922,095) — in fact it is 7,508 shares less. But that is not important compared to the total number of shares traded by MintBroker so I will ignore the difference.

If I were to use the same very conservative estimate I used on GBR and MTSL to guess the purchase price of all those AWX shares I would use the closing price on 7/27, which was $10.25. This would have resulted in a MintBroker loss of $6.65 million dollars. However, most of the spike on AWX on 7/27 came at the end of the day and for most of the day it traded under $7.00. In fact, as of the close on 7/27 the volume-weighted average price (VWAP) of AWX was only $7.282 (see intraday chart with VWAP). If that is the price that MintBroker paid then it only lost $963,037 on the trade. Obviously if Mintbroker bought below the vwap or had acquired some portion of the shares on a prior day at a lower price it is still possible that they made money on the trade — there is no way for us to know just by looking at their filings.

Who/What is MintBroker?

MintBroker International, Ltd has its address listed as

ELIZABETH AVE. & BAY STREET
NASSAU C5 N-8340

in its SEC filings. This is the same address given by Suretrader for “Swiss America Securities Ltd” the company that runs it. It appears that MintBroker International Ltd is the successor to Swiss America Securities or the parent company of it because the Suretrader website shows the copyright as “Copyright 2008 – 2018 MintBroker International, Ltd”

To remove any doubt, MintBroker is owned by Guy Gentile, as he describes in his recent lawsuit, Mint Bank International, LLC and Guy Gentile Nigro v. Office of the Commissioner of Financial Institutions of
Puerto Rico et al. ((3:18-cv-01441) US District Court, District of Puerto Rico) (See docket on CourtListener.com).

21. Gentile is the current beneficial owner of a group of financial institutions located in the United States and other foreign countries (“Group”). The Group consists of MintBroker International, Limited in the Bahamas and its wholly-owned subsidiaries, MintBroker International Limited in U.K. The Group is involved in various areas of the financial markets including, but not limited to, holding accounts of clearing firms and maintaining custody of funds.
22. The SureTrader division of MintBroker has enjoyed significant success.

Besides being known for owning Suretrader, Guy Gentile was also the subject of an engaging article in Bloomberg in early 2017, “‘Bro, I’m Going Rogue’: The Wall Street Informant Who Double-Crossed the FBI.”

[Edit 8/2/2018]: Bloomberg had a nice story on the run-up in Avalon Holding Coporation (AWX) shares in which they talked to the CEO of Avalon and to Guy Gentile. Today Matt Levine of Bloomberg analyzed the situation:

His brokerage firm announced stakes in three tiny companies, including $13 million waste-management firm Avalon Holdings Corp., whose prices all “skyrocketed and then dropped.” The fun part is Gentile’s explanation:

“This is no pump-and-dump scheme,” Gentile, chief executive officer of MintBroker, said over the phone. “We were going to try to do a hostile takeover of the company.”

Ah. But here’s what Avalon said:

In response to inquiries regarding a potential change in control, Mr. Ronald Klingle, Chairman and Chief Executive Officer of the Company, holds approximately 67% of the voting power in Avalon, and has advised the Company that he has no present plans to divest any of his holdings.

What … happened here? Did Gentile not know that the company’s stock was controlled by its CEO? (It’s easy to find out!) Did he know that but think that he could do a hostile takeover anyway? (By, like, calling up the CEO and being real hostile on the phone until he agreed to sell?) Was it a pump-and-dump scheme, but Gentile was too lazy to make up a plausible cover story?

Note: Timestamps on SEC filings come from Acquire Media NewsEdge V8. Screenshot.

Disclaimer: I am short 30 shares of AWX and I may close that position or increase it or even go long at any time. I have no position in any other stock mentioned above. I have no relationship with any parties mentioned above except that one of the trading platforms I use is DAS Trader Pro and it may share common ownership with MintBroker (I am not sure). 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.

The Great Seadrill trade I missed and the OCC

First, because I cannot resist — just replace “OPP” with “OCC” when you sing along.


I’m not down with OPP. But I am down with The OCC (The Options Clearing Corporation). They are the ones who determine settlement and other important technical details of traded options. For most options traders, The OCC is unimportant — each option has a strike price and an expiry date and that is all that really matters. But when there are corporate events such as mergers, splits, bankruptcies, and the like, the OCC’s decisions become important.

Seadrill Inc (SDRL) just emerged today from its long trip through bankruptcy. From the company’s press release:

SDRL – Seadrill Announces Emergence from Chapter 11

Hamilton, Bermuda, July 2, 2018 – Seadrill Limited (“Seadrill” or the “Company“) announces today (the “Effective Date“) that it has emerged from chapter 11 after successfully completing its reorganization pursuant to its chapter 11 plan of reorganization (the “Plan“). All conditions precedent to the restructuring contemplated by the Plan have been satisfied or otherwise waived.

The Plan has equitized approximately $2.4 billion in unsecured bond obligations, more than $1 billion in contingent newbuild obligations, substantial unliquidated guaranty obligations, and c. $250 million in unsecured interest rate and currency swap claims, while extending near term debt maturities, providing the Company with over $1 billion in fresh capital and leaving employee, customer, and ordinary trade claims largely unimpaired.

The Plan has re-profiled the Company’s debt and provided substantial liquidity that puts the Company in a strong position to execute its business plan. The figures presented below highlight key financial metrics as of the Effective Date:

  • total cash of c.$2.1 billion;
  • secured bank debt of c.$5.7 billion with the first maturity in 2022;
  • new Secured Notes of c.$880 million maturing in 2025;
  • backlog of c.$2.3 billion for Seadrill Limited, excluding Seamex and Seadrill Partners; and
  • common shares issued of 100 million as described further below.

Issuance, Listing and Trading of New Common Stock

The Company has received approval to list its new common shares with the new CUSIP number G7998G 106 (the “New Common Shares“) on the New York Stock Exchange (the “NYSE“) under the same NYSE ticker symbol “SDRL” as the Company’s existing common shares (with the CUSIP G7945E 105) (the “Existing Shares“).  Subject to the relevant approvals, the Company also intends to have its equity listed on the Oslo Stock Exchange (ISIN BMG7998G1069).

On the Effective Date, the Company will have approximately 100 million New Common Shares outstanding.  The New Common Shares will be allocated as set forth below, in accordance with provisions of the Plan and issued on the Effective Date:

  • 14.25% of the New Common Shares issued to holders of unsecured claims against the Company and certain of its chapter 11 debtor affiliates;
  • 23.75% of the New Common Shares issued to participants in the $200 million equity investment under the Plan;
  • 54.625% of the New Common Shares issued to participants in the $880 million new secured notes investment under the Plan;
  • 1.9% of the New Common Shares issued to holders of existing common equity interest in the Company as of the Effective Date, an effective exchange ratio of approximately 0.0037345 New Common Shares per each Existing Share, and
  • 5.475% of the New Common Shares issued as a structuring fee to certain of the new money investors.

Trading in approximately 16 million New Common Shares issued to existing shareholders and holders of unsecured claims will commence on the NYSE one day after the Effective Date, on July 3, 2018, under the ticker symbol “SDRL”. Additional shares may commence trading in the coming weeks after a resale registration statement on Form F-1 with respect to additional shares issued on the Effective Date to certain investors is declared effective by the Securities and Exchange Commission. The Existing Shares will continue to trade on both the NYSE and Oslo Stock Exchanges under the same ticker symbol through the close of trading on the Effective Date but thereafter such trading will be suspended and the shares will be cancelled in due course.

Because the Company will continue to use the ticker symbol SDRL, holders of Existing Shares, brokers, dealers and agents effecting trades in the Existing Shares, and persons who expect to receive New Common Shares or effect trades in New Common Shares, should take note of the anticipated cancellation of the Existing Shares and issuance of New Common Shares, and the two different CUSIP numbers signifying the Existing Shares and the New Common Shares, in trading or taking any other actions in respect of shares of the Company that trade under the “SDRL” ticker.

Any questions regarding these distributions should be directed to the Company’s claims and noticing agent, Prime Clerk, on the numbers provided below.

Yesterday the OCC filed the preliminary notice (pdf) for how SDRL options would be treated. Below is the important part:

On April 17, 2018, United States Bankruptcy Court for the Southern District of Texas Victoria Division confirmed the Second Amended Joint Plan of Reorganization (“Plan”) for Seadrill Limited (SDRL). The Plan became effective on July 2, 2018, and SDRL shares were canceled. Under the Plan, SDRL shares will be converted into the right to receive approximately 0.0037345 (New) Seadrill Limited Common Share. Pursuant to the Plan, fractional shares will be rounded up or down to the nearest whole share with half shares being
rounded down.

Because fractional share amounts less than 0.5 will be rounded down, it is anticipated that SDRL1 options will not be adjusted to call for delivery of (New) SDRL Common Shares (100 x approximately 0.0037345 = approximately 0.37345). OCC will delay settlement until the final rate has been confirmed.

What this means is that the options will now be for zero shares of new SDRL. So one $0.50 put will pay out $50.00. So even if someone had bought $0.50 puts at $0.45 yesterday they will still make a nice 11% return. Do note that this OCC memo is preliminary and the final memo and settlement have not yet occurred. I will update this blog post once final settlement on the options has occurred.

Comparison to Ocean Rig (ORIG) bankruptcy emergence options adjustment

In September 2017 Ocean Rig UDW (ORIG) emerged from bankruptcy with old shareholders getting a tiny fraction of new shares. In that instance, the old options were cash-settled. See the preliminary OCC notice (dated 9/21/2017) and the final OCC notice (dated 9/27/2017).

From the preliminary OCC notice:

Ocean Rig UDW Inc. (ORIG) has announced a 1-for-9200 reverse stock split/Scheme of Arrangement. As a result of the reverse stock split/Scheme of Arrangement, each ORIG Common Share will be converted into the right to receive approximately 0.0001087 (New) Ocean Rig UDW Inc. Common Shares. The reverse stock split will become effective before the market open on September 22, 2017. Cash will be paid in lieu of fractional ORIG shares

The cash in lieu amount was then determined ( and announced in the final OCC memo:

Adjusted Ocean Rig UDW Inc. options were adjusted on September 22, 2017 (See OCC Information Memo #41867). The new deliverable became cash in lieu of approximately 0.01087 fractional ORIG Shares. The settlement of the ORIG1 options exercise/assignment activity was subject to delayed settlement.

OCC has been informed that a price of $23.50 per whole ORIG share will be used to determine the cash in lieu amount at a rate of 0.01087.

Accordingly, the cash in lieu amount is:
0.01087 x $23.50 = $0.26 per ORIG1 Contract

Now that the exact cash in lieu amount has been determined, OCC will require Put exercisers and Call assignees, during the period of September 22, 2017 through September 27, 2017, to deliver the appropriate cash amount

I was told by an experienced trader that I trust that how the OCC determines settlement in these cases of corporate events is determined by the company — so when a similar situation happens in the future both the cash in lieu of settlement and the rounding of shares (up or down) are both possible.

For the record: some final charts of Seadrill during the bankruptcy:

  

And here is a final chart of Seadrill affiliate North Atlantic Drilling (NADLQ), whose shareholders were completely wiped out in the bankruptcy:

I did not short NADLQ because of the high borrow rate and low price and uncertainty about when the stock would be deleted.

And here is the Ocean Rig UDW (ORIG) chart showing the time during which it emerged from bankruptcy — it appears that the two daily candlesticks in the $700 range are data errors — the stock closed at $0.075 on the last day of trading prior to emergence from bankruptcy and the 9200 for 1 reverse split. It opened around $40 the next day (it actually opened above $100 but those trades were busted)

Here are charts showing the actual prices (with no apparent data errors):

Disclaimer. I am short a tiny position of SDRL July 20th 2018 $0.50 calls. No position in any other stock 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.

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.

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.

A Short blog post of much importance

If you come across a bear and decide to run, what matters is that you run faster than the slowest person you are with, not that you be able to outrun everyone you are with or outrun the bear. This same sort of logic applies to trading, too. You don’t need to be the smartest (or fastest) trader around, just smarter (of faster) than enough people with enough buying power to move stocks.

 

Disclosure: 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.

SEC Freezes accounts used in illegal sales of unregistered shares of Biozoom $BIZM

Earlier today the SEC announced that it froze accounts of eight different Argentinians who had illegally sold unregistered shares of Biozoom (BIZM). Two others who had not yet sold shares also had their accounts frozen. A week ago the SEC suspended trading in Biozoom. See my original post on the Biozoom promotion as well as the Promotion Stock Secrets post on the individuals behind the promotion.

SEC press release
SEC complaint

The sheer number of shares sold and the profits involved are impressive. Here is a good description of what transpired from the SEC press release:

The SEC’s complaint alleges that from March to June 2013, the ten defendants received more than 20 million shares of Entertainment Art, which was one-third of the company’s total outstanding shares. In a one-month period beginning in mid-May, eight of them sold more than 14 million shares. The sales yielded almost $34 million, of which almost $17 million was wired to overseas bank accounts. Their U.S. brokerage accounts, which include approximately $16 million in cash, are subject to the asset freeze.

The ten defendants in the litigation are: Magdalena Tavella, Andres Horacio Ficicchia, Gonzalo Garcia Blaya, Lucia Mariana Hernando, Cecilia De Lorenzo, Adriana Rosa Bagattin, Daniela Patricia Goldman and Mariano Pablo Ferrari (Mariano Graciarena and Fernando Loureyro are also named but had not yet sold shares). The defendants claimed to have purchased shares in Biozoom (then known as Entertainment Art Inc.) from the company’s original seed shareholders between November 2012 and March 2013, but those shareholders had already sold all their shares back in 2009.

Despite the SEC’s quick action, over $17m in illicit profits were already wired overseas and are now beyond the reach of American authorities. Most likely none of the individuals whose names appeared on the accounts were behind the fraud. It is believed by many that Francisco Abellan has controlled scheme from the start.

The US brokerages used by the defendants are well-known to everyone who is familiar with the penny stock world: Legend Securities and Scottsdale Capital Advisors.

For further details, I suggest reading Promotion Stock Secret’s post on this litigation (same post as here).

Disclaimer: I am net long 1700 shares of BIZM (long 11,700 shares in one account and short 10,000 shares in another account); I have no positions in any other stock mentioned and no relationship with any parties mentioned above. 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.

SEC suspends trading in Biozoom $BIZM due to alleged Rule 144 violation

This year has already seen more suspensions by the SEC of actively traded pump and dumps than any year since I started trading them back in 2007. Today’s suspension of Biozoom takes it to the next level though: the stock had only been actively promoted for a month and it was averaging huge dollar volume (for an OTC stock) of over $10 million per day. This is much higher volume than any other promoted stock was doing at the time it was suspended. When the SEC has in past years suspended stocks that were the subject of stock promotions, it was usually long after the initial stock promotion. The reason for this suspension was also quite clear and was different from the normal reasons given by the SEC.

Before looking at the details of the suspension of Biozoom (BIZM), I recap other notable trading suspensions this year (links are to my blog posts on the suspensions):

1 March 2013 – Southern USA Resources (SUSA): This was a mailer promotion that had not collapsed at the time it was suspended.

The Commission temporarily suspended trading in the securities of Southern USA Resources because of questions that have been raised about the accuracy of assertions by Southern USA Resources, and by others, in press releases and other public statements to investors, and in promotional mailers, concerning, among other things: (i) the company’s operations; and (ii) thecompany’s outstanding shares.

susa

8 March 2013 – Endeavor Power Corp. (EDVP): This was an email promotion by various poor promoters the day before the suspension; it had previously been promoted in January by others.

It appears to the Securities and Exchange Commission that there is a lack of current and accurate information concerning the securities of Endeavor Power Corp. (“Endeavor Power”), quoted under the ticker symbol EDVP, because of questions regarding the accuracy of assertions in Endeavor Power’s public filings and press releases relating to, among other things, patents.

edvp

14 March 2013 – Face Up Entertainment (FUEG): This suspension was likely related to a Department of Justice criminal investigation into death threats made by some people involved in the promotion against one of the promoters.

The Commission temporarily suspended trading in the securities of Face Up because of questions concerning the adequacy and accuracy of publicly available information about Face Up, including, among other things, its financial condition, the control of the company, itsbusiness operations, and trading in its securities.

fueg

10 June 2013 – Polar Petroleum (POLR): This hard mailer and email pump lasted  for a month and a half before being suspended and it averaged over $1 million in daily dollar volume over that period. The suspension was almost certainly related to the company’s press releases that said more about Exxon’s operations than about Polar Petroleum’s.

The Commission temporarily suspended trading in the securities of Polar because of questions
regarding the accuracy and adequacy of assertions by Polar, and by others, to investors in press
releases and promotional material concerning, among other things, the company’s assets,
operations, and financial condition.

polr

 

 

Besides the increased pace of SEC trading suspensions of active stock promotions this year, FINRA also joined the party, halting trading in Eco-Trade Corp (BOPT) for 14 trading days back in April, just a week after the beginning of a disastrous promotion by StockMarketAuthority / StockDectective that saw the stock drop in days from $0.24 to $.05. FINRA has for awhile had the ability to halt trading in OTCBB stocks but to my knowledge this is the first time they used that power. FINRA gave no notice whatsoever nor any explanation

bopt

The Biozoom Suspension

SEC press release
Suspension Order

Unlike the previous suspensions this year, the SEC was quite specific in why Biozoom’s stock was suspended:

The Commission is concerned that certain Biozoom affiliates and shareholders may have unjustifiably relied upon Rule 144 of the Securities Act of 1933 (“Securities Act”) and they, Biozoom, and others may be engaged in an unlawful distribution of securities through the OTCBB.

The SEC has a concise but vague description of Rule 144:

Rule 144 provides an exemption and permits the public resale of restricted or control securities if a number of conditions are met, including how long the securities are held, the way in which they are sold, and the amount that can be sold at any one time. But even if you’ve met the conditions of the rule, you can’t sell your restricted securities to the public until you’ve gotten a transfer agent to remove the legend.

The law firm Morrison Foerster at Mofo.com has much better description of Rule 144 and what it means (pdf). I am not a securities lawyer and am certainly not an expert on Rule 144, but the likely cause is that the insiders / control persons selling the shares had to wait 12 months after obtaining the shares before selling them (because Biozoom was listed as a shell company as recently as February 2013). Thanks to nodummy of Promotion Stock Secrets and Janice Shell for pointing this out. If Biozoom had not ever been a shell company then insiders would only have to wait 6 months before selling restricted shares under Rule 144.

I expect to see some litigation releases relating to the allegedly illegal share sales sometime in the coming months. See my previous report on Biozoom (and make sure to check out all the other articles about the company I link to). One interesting thing to note is that while I and others (like Ashraf Eassa writing at SeekingAlpha) have brought up the likelihood that the promotional campaign is being paid for by a shareholder (despite the promoters disclosing no compensation), which would make the promotion illegal, this was not mentioned in the SEC suspension order. I believe that the Rule 144 violation is simply easier and quicker to prove and that in time the SEC will sue the promoters for what I believe to be a false disclosure of no compensation.

bizm

A Note on Trading BIZM

I made more than a few thousand dollars buying BIZM and shorting it at various times over the last month. Especially after the POLR suspension I became very cautious especially considering the lack of disclosure of compensation in the BIZM promotional materials. I warned people repeatedly in TimAlerts chat that it was risky to hold BIZM overnight. But I tried to get cute and get out at the best possible price and ended up not fully filling my sell order. Trying to save a few cents per share will likely end up costing me over $3 per share: I bet BIZM opens under $0.50.

 

MichaelGoode

sell I agree with them but it isn’t news. And I still put the risk of a suspension of BIZM at low. I still refuse to hold long o/n because of that risk though

Posted Jun 24, 2:47 PM

 

MichaelGoode

I plan to sell into the next BIZM spike … no matter what I won’t hold o/n although I think it closes strong and gaps up

Posted Jun 24, 3:17 PM

MichaelGoode

sold BIZXM @ 3.41

Posted Jun 24, 3:59 PM

 

MichaelGoode

actually not all my BIZM filled — I waited too long. Still net long 1700 o/n.

Posted Jun 24, 4:01 PM

[Update 2013-6-27]: See Janice Shell’s article on what the recent rash of SEC trading suspensions means for pumps.

Disclaimer: I am net long 1700 shares of BIZM (long 11,700 shares in one account and short 10,000 shares in another account); I am short 3200 shares of POLR; I have no positions in any other stock mentioned and no relationship with any parties mentioned above. 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.

My new venture: OTC MicroCap Research

While there are plenty of people who write about microcap securities fraud and pump and dump scams, too little of the research reaches the people who need it the most: the small investors who believe in the scams. To help them I have created a new website, OTCMicroCapResearch.com. The only thing on that website will be research reports on companies, mostly pump and dumps. I will take no positions in the stocks I analyze at that website, take no payment for articles (except from content syndication websites) and I will do my best to distribute my analyses so that the investing public can see it and learn to avoid pump and dump scams that way. I do not claim that there is anything particularly new about what I am doing, but it is something worth doing.

See my introductory post on why I created the new website.

My PacWest Equities (Pinksheets: PWEI) report published prior to the market open today (PWEI is now down over 75% from its open, although the Infitialis report had a lot to do with that).

 

Disclaimer: No positions in any stocks mentioned. The new website is owned by MorningLightMountain LLC, just like this website; I am the managing member of the company. 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.

My four monitor workspace: What I watch during the trading day

Below is a screenshot of my 4-monitor workspace with all the programs I normally use during the trading day. Click the image for a full-size screenshot. My middle two monitors are 22″ and have 1900 x 1200 resolution so this is a huge image. I describe what I have on each monitor going from top left to bottom right

Screenshot

Leftmost monitor: My trades at IB (Interactive Brokers) are at the top left, and to the right of that are a Speedtrader level 2 and time and sales window. Below the IB trades window is a 1m intraday chart of the same stock that is on the level 2 / time and sales. To the right of that is the old version of Tweetdeck.

Middle-left monitor: All these are Speedtrader Pro windows. The only window that might need some explanation is the top middle window, which is what I call the HOD list (high of day list) which shows every stock meeting certain criteria that is making or touching its high of the day.

Middle-right monitor: This has my Interactive Brokers Traders Workstation (TWS) with a large level 1 watchlist, and in the bottom right it has news on stocks I have a position in and the new “market signals” price scanner at IB. In the upper-right, mostly beneath the IB windows, is the free Prodigio RTS platform that I use for backup quotes. I also use this monitor for looking at my trade-tracking spreadsheet and the internet on Chrome or Firefox.

Rightmost monitor: The top left is Profit.ly chat, with a Speedtrader Time and Sales and Level 2 to its right, my email inbox at the far right, and IB’s top % gainers scanner (otcbb and pinksheet only) at the bottom left.

 

Disclaimer: No relationship with any parties named above (except that I am a user of and an affiliate seller of Profit.ly) and no positions in any stocks or funds mentioned (except for those positions showed on my screens, which I may no longer hold). 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.