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Just when you thought John O’Quinn couldn’t get any more interesting…

…even when he died in 2009, his legacy continues to live on.  John O’Quinn is remembered for his large litigation win against tobacco and is thought to have won over $1.5 billion for his law firm over his career (Wikipedia’s biography).

In the news this week, a former client of John O’Quinn sued O’Quinn’s law firm.  You’re hearing about it here as the client, Eagletech Communications, Inc., was in litigation to stop “naked short selling”, which is a huge institutionalized problem that we are still dealing with today.  Here are the stories that came out this week:

To get more information on the Eagletech Communications, Inc. case and the issues involved, take a look at this movie, The Wall Street Conspiracy:

More information available:

 

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SEC halts trading in a number of micro-cap companies yesterday

Yesterday, the United States Securities & Exchange Commission (“SEC”) halted trading in 255 securities, mostly micro-cap dormant shell companies.  Per Laura Anthony, Founding Partner and Attorney at Legal & Compliance, LLC (legalandcompliance.com):

On February 3, 2014, the Securities and Exchange Commission (SEC) suspended the trading in 255 dormant shell companies.  The trading suspensions are part of an SEC initiative tabbed Operation Shell-Expel by the SEC’s Microcap Fraud Working Group.  In May 2012, the SEC suspended the trading on 379 shell companies and in June 2013, it suspended 61 shell companies as part of the initiative.  Each of the companies was a dormant shell that was not current in its public disclosures.  Each of the companies failed to have adequate current public information available either through the news service on OTC Markets or filed with the SEC via EDGAR.

Check out her BLOG and post concerning this important happening at http://securities-law-blog.com/2014/02/04/shell-companies/?utm_source=SEC+Files+Administrative+Proceedings+Against+19+S-1+Companies+And+Suspends+Tradi&utm_campaign=Shell+Companies&utm_medium=email#sthash.zxGi1Ndv.dpuf

Here is the SEC’s announcement at www.sec.gov/litigation/suspensions/2014/34-71465.pdf.


© 2014 by Rhodes Holdings LLC, all rights reserved. Quote from Laura Anthony’s BLOG as referenced above.

 
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Posted by on February 4, 2014 in BLOG, Business, Public markets

 

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Public company website disclosure

This is an article that we created for our clients as a guide to creating website webpages that conform to the requirements setup by the U.S. SEC.  If there omissions or inaccuracies, please tell us as we would like to get this right for our clients.  Here is a 1934 Act Disclosure (MS Word format) and 1934 Act Disclosure (PDF version) as well.


Background Discussion

First, there are two different types of publicly traded companies – those that are regulated by the U.S. Securities Act of 1933[1] (“1933 Act”), which are not required to disclose financial activities through the U.S. Securities and Exchange Commission (“S.E.C.”) prescribed methods, and those that are regulated by the U.S. Securities Act of 1934 (“1934 Act”), which requires regulated companies to periodically report information through prescribed forms.

We believe that the disclosure that we refer to within this document is equally important for each type of publicly traded company, but only 1934 Act companies will have SEC mandated periodic financial reports, i.e. 10K, 10Q, 8K, Form 3, Form 4, etc.

[In 2000,] the SEC adopted Regulation FD to address the selective disclosure of information by publicly traded companies and other issuers.  Regulation FD provides that when an issuer discloses material nonpublic information to certain individuals or entities—generally, securities market professionals, such as stock analysts, or holders of the issuer’s securities who may well trade on the basis of the information—the issuer must make public disclosure of that information. In this way, the new rule aims to promote the full and fair disclosure.” — SEC website description.

Investor Webpage

There are slight nuances between 1933 Act public companies and 1934 Act public company (requiring SEC filings and disclosure).  Here is an example of BenchMark Energy Corporation’s investor web page on September 6th, 2013.

As you can see, we haven’t used any RSS feeds at all, just hard coded information.  This is simple and doesn’t require a fee.  OTCMarkets.com does provide Level II quotes as part of its package for Pink Sheets current information companies.  See their website for more information; also, this requires their fee, which currently is $5,200 per year.

Menu Items

There are no set items that are required, except a list of the SEC filings containing all of the SEC disclosure filings that the company has made.  The easiest thing to do, rather than embed those items, is to reference another website (in this case, the SEC.gov website) so that the other site is liable for any misstatements of fact.  Due to linking to other sites, we normally add this disclaimer:

Disclaimer for Non-affiliated Websites

PUBLIC COMPANY NAME (SYMBOL, hereafter referred to as “XXXX”) provides a number of links (within the menu structure) that are not affiliated with PUBLIC COMPANY NAME, nor do we endorse these websites or the content.  PUBLIC COMPANY NAME and its officers do not post comments nor reply to posts on investor message boards, nor do we sponsor or promote a specific message board over another.  This lists Internet websites that provide community for our shareholders / investors.

Here is what our menu structure would normally look like:

  • Investors Page
    • SEC Filings
      http://www.sec.gov/cgi-bin/browse-edgar?company=XXXXXXXXXXXXXX&owner=exclude&action=getcompany  where ‘XXXXXXXXXXXXXX’ is the proper name of the company.  Make sure that it goes to the correct company disclosure webpage on the SEC’s site.
    • Management & Board
      This should be a webpage on your website.  If not, just include the management and board on the investor webpage.
    • Board Committees
      This should be a webpage on your website.  If not, just include the management and board on the investor webpage.
    • Ethics Statements

This should be a webpage on your website.  If not, just include the management and board on the investor webpage.

  • Quotes
    You can create a single webpage on your website that lists out a number of locations for quotes, but I normally just include links – less risk that something goes wrong with the RSS embedding.

[1] The complete act is available at http://www.sec.gov/about/laws/sa33.pdf.

[2] You must look up this message board number yourself, if it exists.  If it doesn’t exist, you will need to request a board be created by the website administrator.


© 2013 by Rhodes Holdings LLC, all rights reserved except excepts from the SEC.gov website.

 
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Posted by on September 8, 2013 in BLOG, Business, Public markets

 

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What were they thinking…

First, I must apologize for the dearth of information on the public markets and financing techniques therein over the last four months coming from our BLOG.  Our associated group of organizations (Rhodes Holdings LLC, ReCap Marketing & Consulting LP, and American Equity Fund LLC) have been involved in a number of actions to protect shareholder value as well as having been asked to put together a number of “go public” projects for clients.  With that said, expect a new focus on providing a look into what is going in the public markets…

OTC Markets

Since the Jumpstart Our Business Startups Act (“J.O.B.S.“) Act was signed into law on April 5, 2012, there has been a “promise” in the air that it would help get capital formation for the micro-cap market started again.  This really hasn’t happened since the Congress and President can’t seem to get their acts together (pun intended), and the Securities & Exchange Commission (“SEC“) hasn’t released the details on how it will enforce the J.O.B.S. Act provisions, like changes to internet marketing of stocks (general solicitation).

OTC Markets Group Inc. had hoped that this Act would help drive their business, but alas FINRA is all about limiting the markets that OTC Markets Group Inc. serves by making it impossible to deposit shares in Pink Sheet companies as well as OTC:BB companies.  The crux of the problem that those of us working in the

Seal of the U.S. Securities and Exchange Commi...

Seal of the U.S. Securities and Exchange Commission. (Photo credit: Wikipedia)

micro-cap arena are facing is that even if you follow all the rules (register your shares, pay cash for stock, etc.), the broker dealers and their compliance departments are running scared of the SEC and FINRA’s rules, so stock just doesn’t get sold.  If no stock gets sold, that capital doesn’t get re-invested into other micro-cap stocks – thus, the velocity of money associated with micro-caps has ground to a halt.  Read what OTC Markets Group Inc. has to say:

In a few cases, it has eased regulation and shown that at least some of those in Congress listened.  The J.O.B.S. Act did make it so that issuers did not have start filing SEC mandated disclosure statements (10Q, 10K, 8K, etc.) until they reach 2,000 shareholders – previously it was 500 shareholders triggered filing requirements.  Read CFO magazine‘s article on banks de-registering:

All in all, the J.O.B.S. Act has not helped us reach its stated goal – helping jump start capital formation.  It may still help, but those of you who thought that crowd funding was going to take over capital formation, it hasn’t delivered the goods.

Accredited Investors

The J.O.B.S. Act did make some changes to the accredited investor definition, which would be very helpful.  The original 1933 Act definition is as follows for Rule 501 definitions.  Here is what the General Counsel of Second Markets had to say about the proposed implementation in his letter to the SEC.  In general, we at Rhodes Holdings LLC are keeping track of what is happening in the marketplace that will make it easier for our clients to access the capital they need.  Here are some websites associated:

 

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Raising money – entrepenuers log book…

For the entrepreneur, everything starts with a business plan that lays out what they will be doing.  Once the plan is in place, now you have to finance your new start-up, or ongoing business that has a new “use of proceeds” for a new line of business.  This is where most entrepreneurs fail – finding money and putting it to work is an art form.  Find the wrong money, and it kills you (like factoring when your clients take too long to pay).  Find the right money at the wrong time, and you never get to use it again (commercial lines of credit when your bank uses cash flow and you are building assets).

Therefore, entrepreneurs need to be adept at securing equity, but there are so many laws surrounding this area that most entrepreneurs as well as seasoned professionals run afoul of the laws, both federal and state securities laws.  For instance, as a merchant banking organization, Rhodes Holdings LLC does not raise money – we restructure organizations, working with them to re-write their business plans with strategies that allow them to secure financing.  I, Robert Rhodes, accepted the position of Managing Member of American Equity Fund LLC (“AEF”), so that public companies that were reorganized could be offered a financing facility that was legal, and did not run afoul of these laws – specifically because AEF works with clients to file registration statements with the US Securities and Exchange Commission (S.E.C.) for the equity investment.  We would like to help entrepreneurs understand the process though; here are few articles that you should read:


© 2012 by Rhodes Holdings LLC, all rights reserved.

Finance

Finance (Photo credit: Tax Credits)

 

 

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Accounting rules, IPO readiness, and Crowdfunding

Rhodes Holdings LLC has had a strong relationship with Clear Financial Solutions, Inc. and its principal, Steven Plumb.  This is their Fall 2012 newsletter, which I believe is worthwhile for public company management members…


New SEC Resource Extraction Issuer Rules

On August 22, 2012, the United States Securities and Exchange Commission (SEC) adopted final rules requiring annual disclosure of payments made to foreign governments and the U.S. federal government by “resource extraction issuers.”  These new disclosure requirements apply to all cash or in-kind payments made to foreign governments or the U.S. federal government by Exchange Act reporting oil, natural gas, and mining companies, domestic and foreign, in connection with the commercial development of oil, natural gas, or minerals.  The rules require disclosure to be made in an annual Form SD to be filed with the SEC not more than 150 days following the end of each fiscal year ending after September 30, 2013.  For resource extraction issuers with a calendar year end, the first filing will be due on May 30, 2014.

These rules fulfill a mandate in the Dodd-Frank Wall Street Reform and Consumer Protection Act to further the objectives of the Extractive Industries Transparency Initiative.  These rules can have a far reaching impact on the competitiveness of extractive industry companies and should be evaluated by all domestic and foreign companies, including smaller reporting companies, that are required to file annual reports with the SEC and are engaged in the commercial development of oil, natural gas, or minerals.

We suggest that you begin analyzing the rules and developing strategies to gather information and track contracts, payments and related expenditures.

You can read the SEC press release here.

Crowd Funding

There’s been a recent development that may shift a few paradigms in the world of finance called “crowd funding.”  Crowd funding is simply the raising of funds from many people rather than a few large investors.  This is usually done using the internet due to the ease of communication and transfer of funds.  With the passing of the Jumpstart Our Business Startups Act (JOBS Act) in April, crowd funding has become a viable option for raising business capital.  The act allows companies to solicit and sell securities to non-accredited investors and, according to Jim Brendel of Accounting Today, increases the minimum number of total investors that requires a company to file publicly from 500 to 2,000.1

Through efficient utilization of the internet and other media, a company could fund a project with hundreds of small investments rather than looking for thousands or millions of dollars from just a few investors.  Many artists and even private individuals have already had great success with crowd funding through websites such as www.artistshare.com/v4/, www.gofundme.com, and www.kickstarter.com including a fully funded tour of by British rock group Marillion.2  This new reality drastically increases the amount and availability of investment capital as the next generation of business is funded not by Swiss bank accounts but by Mr. and Mrs. Smith’s checking account.  Sources and more on crowd funding:

  1. http://www.accountingtoday.com/news/crowdfunding-jobs-act-jim-brendel-63508-1.html
  2. http://www.music4point5.com/blog/the-marillion-story-and-what-we-can-all-learn-from-it
  3.  http://crowdfunding.pbworks.com/w/page/10402176/Crowdfunding
  4. http://en.wikipedia.org/wiki/Crowd_funding
  5. http://www.startupexemption.com/
  6. http://www.scribd.com/doc/59656556/Crowdfunding-Transforming-Customers-into-Investors-through-Innovative-Service-Platforms

IPO Readiness

Is your company considering going public or looking to be acquired by a public company?  In either situation, you should begin positioning your company to act and report as if it were a public company.  Consider the following as you move toward your goal:

  • Begin the IPO readiness process early enough so that your pre-listed company acts and operates like a public company at least a year before the IPO
  • Commit substantial resources to the IPO process and build the quality management team, robust financial and business infrastructure, corporate governance and investor relations strategy that will attract the right investors
  • Properly assess the amount of time the IPO journey will take, or the level of scrutiny and accountability faced by a public company

Consider the following facts, as reported by Ernst & Young:

  • Investors base an average of 60% of their IPO investment decisions on financial factors especially: debt to equity ratios, EPS growth, sales growth, ROE, profitability and EBITDA growth
  • Investors base an average of 40% of their IPO investment decisions on non-financial factors especially: quality of management, corporate strategy and execution, brand strength and operational effectiveness, and corporate governance
  • Articulate a compelling equity story backed up by a strong track record of growth which sets you apart from your peers while maximizing value for owners

About Us

Clear Financial Solutions, Inc. specializes providing Contract CFO and SEC Reporting Services.  We are experienced entrepreneurs with extensive public company and start up experience.  Hire the expertise and vision of seasoned financial and accounting professionals and let us help you succeed by doing more of what you do well and improving what you don’t.

Call on us today at (713) 780-0806 to schedule a free one hour confidential consultation or visit our website www.clearfinancials.com.

Steven Plumb, President


© 2012 by Clear Financial Solutions, Inc., all rights reserved. Terms of Use · Privacy Policy

 
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Posted by on September 24, 2012 in BLOG, Business, Entrepenuers, Public markets

 

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New OTC Market regulations

Within the OTC Markets Group monthly newsletter, there is an interesting announcement on OTC Market Regulation & Compliance.

FINRA Rule 6433

On August 5, 2012 FINRA announced that the SEC-approved amendments to FINRA Rule 6433 (Minimum Quotation Size Requirements for OTC Equity Securities) will become effective on November 5, 2012. This has been approved as a 1 year pilot period. The new quotation sizes are as follows:

Price (Bid or Offer) Minimum Quote Size (# of Shares)
$0.0001 to $0.0999 10,000
$0.10 to $0.1999 5,000
$0.20 to $0.5099 2,500
$0.51 to $0.9999 1,000
$1.00 to $174.99 100
$175.00+ 1

For full details of this announcement, please see: FINRA Regulatory Notice 12-37.

So what does this mean to the average investor?  Well, if there is a penny stock out there, the minimum order you can place is 10,000 shares, which equates to $1.00.  Would anyone ever place a market order for $1?  Not a retail buyer since a retail buyer’s stock trade fee wold be at $10 (Schwab or Ameritrade) and then there are market fees of probably $2 on top of that.  On the market maker side though, you would see trades as small as this because their fees are much smaller.


© 2012 by Rhodes Holdings LLC, all rights reserved except excerpts from the FINRA notice.

 
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Posted by on August 28, 2012 in BLOG, Business, Public markets

 

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