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Hamilton & Associates, P.A.

101 Plaza Real South, Suite 201 South
Boca Raton, Florida 33432

Phone(561) 416-8956
Fax (561) 416-2855

Law Firm Overview

Hamilton & Associates, P.A. is located in Boca Raton, Florida. Since its inception, the firm has focused on corporate finance and securities law. The firm has represented market participants in corporate finance and securities transactions since its inception.



Hamilton & Associates, P.A. - Providing services in the following areas of law:

Articles Published by Hamilton & Associates, P.A.

 Transfer Agents in the Going Public Process

Transfer agents play a key role in the going public process. Transfer agents are the record keeper for a company’s securities when it goes public. Share ownership is reflected on the issuer’s shareholder list. In addition, transfer agents issue and cancel certificates to reflect changes in the ownership of securities and act as an intermediary for the company and its stockholders during the going public process.

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 Accredited Investors l Rule 506 Requirements

Regulation D under the Securities Act of 1933,as amended (the “Securities Act”), sets forth a safe harbor from the registration statement requirements of the Securities Act for certain private placements of securities. In connection with these exemptions, offerings made in reliance upon Regulation D, Rule 504, 505 and 506 can be made to up to 35 non-accredited investors and an unlimited number of “accredited” investors.

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 Section 4(1) Exemption

Rule 144 (“SEC Rule 144”) under the Securities Act of 1933 (“Securities Act”) provides a safe harbor from the registration provisions of the Securities Act for resales of restricted and control securities by persons other than the issuer if all conditions of the rule are complied with.

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 Form 8K Reporting of Reverse Mergers

The Securities and Exchange Commission (“SEC”), Division of Corporate Finance frequently notes disclosure deficiencies in the disclosure of reverse merger transactions in on 8-K Filed. This post summarizes SEC staff comments in response to reports on Form 8-K reporting of reverse mergers with public shell companies or similar transactions that result in a public company no longer being designated as a shell company.

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 US Listings For Foreign Issuers

Typically, foreign companies seeking to raise capital attempt to obtain public company status. Foreign companies that go public in the U.S. may complete a public offering by registering securities with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Securities Act”) or by registering a class of securities under the Securities Exchange Act of 1934 (the “Exchange Act”).

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 OTCMarkets OTCQX l Dual List USA

The OTCMarkets OTCQX offers foreign issuers seeking to go public in the U.S. an appealing alternative to listing on a stock exchange. Foreign issuers whose securities are listed on a foreign stock exchange that qualify for the exemption from the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

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 Private Placement Memorandums 101

A private placement memorandum (“PPM”) is also referred to as a confidential offering circular or memorandum. PPM’s are typcially prepared by securities lawyers who assist private companies with their going public transactions. PPM’s are used to raise capital by selling either debt or equity in an exempt offering that has not been registered with the SEC. These exempt offerings are often called private placements.

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 SEC Registration Statements l Question & Answer

Addressing the most common questions we receive about going public using Form S-1 and the SEC registration statement process.

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 Section 16 Reporting

Shareholders and management of private companies are often unaware of their reporting obligations upon completion of a going public transaction. Section 16(a) of the Exchange Act of 1934 (the “Exchange Act”) requires the reporting of beneficial ownership by the officers, directors and stockholders who hold stock directly or indirectly, beneficially owning more than 10% of the company’s common stock or other class of equity securities registered under Section 12(b) or 12(g) of the Exchange Act.

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 The JOBS Act’s Amendments to Form D

On July 10, 2013, the SEC adopted final rules as required by Title II of the JOBS Act, which directed the SEC to eliminate the ban on general solicitation and advertising for certain offerings conducted under Rule 506 of Regulation D, of the Securities Act of 1933, as amended (the “Securities Act”) provided the securities are sold only to accredited investors.

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 General Solicitation and Advertising Now Permitted under Rule 506(c)

As of today, September 23, Securities and Exchange Commission (“SEC”) rules implementing some provisions of the JOBS Act have become effective. Among them is the new Regulation D Rule 506(c).

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 State Shuts Down Crowdfunding Website SoMoLend in Ohio

Since the JOBS Act became law, numerous crowdfunding websites have popped up on the Internet. This month, the first enforcement action was brought against a crowdfunding website.

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 Rule 506(C) Question and Answer

Private placement offerings under Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) are a cost effective and relatively quick way for private companies to raise capital before, during and after a going public transaction.

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 The Distinction between Rule 506(C) and Crowdfunding

The JOBS Act’s new rules permitting general solicitation and advertising in Rule 506 private placements will become effective on September 23, and there is still some confusion about the difference between crowdfunding and general solicitation and advertising in Rule 506(c) offerings.

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 Rule 506 l General Solicitation Countdown

Rule 506(c) will become effective in less than a month, on September 23, 2013. The rule fundamentally changes how private placements will be conducted, by allowing issuers to engage in general solicitation and advertising if specific requirements are met. The SEC has confirmed that the Rule 506(c) exemption will not be forgiving for issuers who engage in general solicitation but fail to comply with its requirements.

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 Bad Actor Ban l General Solicitation Countdown

Companies seeking to raise capital through the sale of securities must either register the securities offering with the SEC or rely on an exemption from registration. Rule 506 of Regulation D is the most widely-used exemption from registration.

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 Smooth Sailing for General Solicitation Under Rule 506(c)

Rule 506(c) fundamentally changes how private placements will be conducted, by allowing issuers to engage in general solicitation and advertising if they comply with the Rule’s specific requirements.

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 OTCMarkets Tiers

Unlike securities listed on stock exchanges such as NASDAQ or the NYSE, securities may trade through the OTCMarkets interdealer quotation system whether they are Securities and Exchange Commission (“SEC”) reporting issuer or not.

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 Mary Jane’s Last Dance l FINRA Issues Marijuana Scam Alert

Yesterday, FINRA sent a clear message to investors, “medical marijuana legal in almost 20 states, and recreational use of the drug recently legalized in two states, the cannabis business has been getting a lot of attention—including the attention of scammers”.

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 SEC Prevents Bogus Receiverships By Suspending Zombie Tickers

On June 24, 2013, the Securities and Exchange Commission (“SEC”) instituted administrative proceedings to revoke the registration of Green Solutions China, Inc., Yarraman Winery, Inc. (n/k/a Global Beverages, Inc.; (GBVI), and Yinlips Technology, Inc. pursuant to the Securities Exchange Act of 1934.

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 Going Public Bootcamp

The going public process involves a number of steps that vary depending on the characteristics of the private company wishing to go public, and whether it will become a Securities and Exchange Commission (“SEC”) reporting issuer.

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 Going Public Options for Foreign Companies

Going Public Options for Foreign Companies

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 How Finra Rule 6490 Impacts Going Public Transactions

Smooth Sailing for Companies Avoiding Reverse Mergers in their Going Public Transactions.

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 IPO Prospectus Delivery

Under the Securities Act of 1933 as amended (the “Securites Act”), a Company that conducts an initial public offering (“IPO”) including in a going public transaction must adequately disclose material information to investors.

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 The SEC Registration Process

The offer and sale of securities is regulated by the Securities Act of 1933, as amended (“1933 Act”). Section 5 of the 1933 Act requires any offering to be registered with the SEC or exempt from registration.

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 Form 10 Shells l Reverse Mergers

Issuers seeking to raise capital often attempt to go public using a reverse merger with a public shell. Blank check companies that file Form 10 Registration Statements (“Form 10 Shells”) are marketed as handy vehicles private companies can use to go public easily.

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 Form 10 Registration Statements

Form 10 is a Registration Statement used to register a class of securities pursuant to Section 12(g) of the Securities Exchange Act of 1934 (“Exchange Act”). This article addresses common questions we receive from clients about Form 10 registration statements.

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 DTC Chills: A Big Conspiracy or Just Fraud?

The Depository Trust Company (DTC) is the only stock depository in the United States. When DTC provides services as the depository for an issuer’s securities, its securities can trade electronically.

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 SEC Comments 101

Securities offerings are regulated by the Securities Act of 1933, as amended, (the “Securities Act”). Section 5 of the Securities Act requires that securities offerings be registered with the Securities and Exchange Commission (the “SEC”) or be exempt from the SEC’s registration requirements.

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 Going Public l OTCMarkets OTCQB

Many private companies seeking to go public are opting to list on the OTCMarkets OTCQB. The OTCMarkets Group operates an electronic inter-dealer quotation system called OTC Link.

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 Registration Statements

This article addresses the most common questions we receive about going public using Form S-1 and the SEC registration statement process.

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 SEC Registration Statement Comments

Securities offerings are regulated by the Securities Act of 1933, as amended, (the “Securities Act”). Section 5 of the Securities Act requires that securities offerings be registered with the Securities and Exchange Commission (the “SEC”) or be exempt from the SEC’s registration requirements.

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 Using Rule 506 in Going Public Transactions

Private companies going public often file a registration statement with the Securities and exchange Commission (“SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), as part of their going public transaction.

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 Securities Registration 101

Many private companies file a registration statement filing with the SEC in connection with their going public transaction. The most commonly used registration statement form is Form S-1.

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 Reverse Mergers 101

Traditionally, private companies become publicly traded by registering an offering under the Securities Act of 1933, as amended. Another established method for private companies to obtain public company status is through a Reverse Merger (“Reverse Merger”) with a public shell company.

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 The OTC Pink Tier

OTCMarkets Group operates the world’s largest electronic inter-dealer quotation system for broker-dealers to trade unlisted securities. The OTCMarkets Group categorizes issuers into three tiers to fit the wide spectrum of OTC issuers.

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 OTCMarkets Disclosure Tiers

Companies who go public can list on national securities exchanges such as NASDAQ, the American Stock Exchange or the New York Stock Exchange. The securities of companies who go public can also be quoted by The OTCMarkets Group, Inc. (“OTCMarkets”).

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 Initial Public Offerings 101

An Initial Public Offering (“IPO”) is often used by a private issuer seeking to go public as part of its going public transaction. An IPO involves registration with the SEC of an offering of securities by a private issuer.

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 Direct Public Offerings 101

Many private companies are unable to locate an underwriter prior to going public. A direct public offering (“Direct Public Offering”) provides a viable solution to this dilemma.

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 SEC Approves JOBS Act Requirement to Lift General Solicitation Ban

On July 10, 2013, the Securities and Exchange Commission (“SEC”) adopted a new rule to implement a JOBS Act requirement to lift the ban on general solicitation or general advertising for certain private securities offerings. The SEC also adopted rules that disqualify felons and other bad actors from participating in certain securities offerings as required by the Dodd-Frank Act.

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 Spin-Offs 101

A spin-off (“Spin-off”) involves a transaction in which a parent company (“Parent”) distributes shares of its subsidiary (“Subsidiary”) to the Parent’s shareholders so that the Subsidiary becomes a separate, independent company.

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 Permissible Uses of Form S-8

Registration of securities on Form S-8 (“Form S-8”) is a short-form registration statement under the Securities Act of 1933, as amended (the “Securities Act”).

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 Rule 144 Checklist

The Securities Act of 1933, as amended (the “Securities Act”) requires the sale of a security to be registered under the Securities Act, unless the security or transaction qualifies for an exemption from registration.

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 SEC Suspends Trading in the Securities of Norstra Energy

On June 26, 2013, the Securities and Exchange Commission (“SEC”) suspended trading in the stock of Norstra Energy, Inc. (NORX).

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 Rule 506 of Regulation D Requirements

To offer and sell securities in the United States, an issuer must comply with the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), or must offer and sell the securities pursuant to an exemption from the registration statement requirements.

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 Securities Registration in Going Public Transactions

Many companies file a registration statement filing with the SEC in connection with their going public transaction. The most commonly used registration statement form is Form S-1.

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 Getting Current l SEC Filings

Public companies with a class of securities registered under Section 12 or subject to Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are subject to the periodic and current reporting requirements of Section 13 or 15(d) of the Securities Exchange Act.

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 SEC Sues Imaging3 and CEO Dean Janes for Fraud

On June 26, 2013, the Securities and Exchange Commission (“SEC”) filed an enforcement action charging Imaging3, Inc. (IMGGQ), and Dean Janes, its CEO, with securities fraud, accusing Janes of misleading shareholders about actions taken by the Food and Drug Administration (“FDA”) in connection with the company’s product.

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 Reverse Mergers l The Game Changers

Shell brokers continue to tout the virtues of reverse merger transactions, despite recent rule changes that eliminate many if not all of the benefits once conferred by them.

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 Confidential Submission of Draft SEC Registration Statements

The Jumpstart Our Business Startups Act (the “JOBS Act”) allows an “emerging growth company” to submit a draft of its registration statement and exhibits to the Securities and Exchange Commission (the “SEC”) on a confidential basis.

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 Funding Portals 101

The JOBS Act includes provisions to allow intermediaries known as “Crowdfunding Portals” to assist companies with raising capital using the internet. Crowdfunding Portals will serve as attractive capital raising centers for private companies seeking to go public in need of seed capital.

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 The JOBS Act – The Crowdfunding Limbo

The Jumpstart Our Business Startups (“JOBS”) Act was signed into law by President Obama on April 5, 2012. The JOBS Act requires the Securities and Exchange Commission (the “SEC”) to issue final regulations regarding the portions of the JOBS Act relating to crowdfunding within 270 days of the law’s enactment on December 31, 2012.

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 The OTCBB – an Obsolete Marketplace

The OTC Bulletin Board (“OTCBB”) is an electronic quotation system that provides real-time quotes, last-sale prices, and volume information for some over-the-counter securities not listed on a national securities exchange such as NASDAQ.

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 Market Makers 101

The last step in going public transactions is for the soon-to-be-public company to obtain a stock trading or ticker symbol. In order to obtain a ticker symbol, the company seeking to go public’s stock must first be listed on a national securities exchange or qualify for quotation on the OTCMarkets’ Pink Sheets, OTCQB, or OTCQX markets.

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 Crowdfunding l The SEC’s Invisible Rule

The Jumpstart Our Business Startups (“JOBS”) Act was signed into law by President Obama on April 5, 2012. The JOBS Act requires the Securities and Exchange Commission (the “SEC”) to issue final regulations regarding the portions of the JOBS Act relating to crowdfunding within 270 days of the law’s enactment on December 31, 2012. As of May 5, 2012, the SEC still has not issued the required JOBS Act’s final regulations concerning crowdfunding.

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 Rule 144’s Adequate Current Public Information Requirement

Rule 144(c) of the Securities Act of 1933, as amended (the “Securities Act”) requires that stockholders of public companies relying upon Rule 144 satisfy its adequate current public information requirement. The requirements depend upon whether the issuer is a reporting or non-reporting company.

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 Form 211 l Going Public l OTC Pink Sheets

Many private companies that go public are opting for the listing on the OTCMarket’s Pink Sheets due to the increased costs and more stringent regulations associated with Securities and Exchange Commission (“SEC”) reporting.

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 Rules of the Road l Uplisting to the OTCMarkets OTC Pink Sheets

The OTCMarkets Group operates an electronic inter-dealer quotation system called OTC Link that broker-dealers use to trade securities not listed on a national securities-related exchange. OTCMarkets rank issuers in tiers; each issuer’s rank depends upon the amount of disclosure provided. Issuers using SEC Rule 15c2-11 qualify for the “OTC Pink Current Information” tier.

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 Going Public Question & Answer l Ask Securities Lawyer 101

Going public is a big step for any company. The process of “going public” is complex and at times precarious. While going public offers many benefits it also comes with risks and quantities of regulations with which issuers must become familiar.

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 OTCQX Eliminates Penny Stocks l Securities Lawyer 101

The OTCMarkets describes its OTCQX marketplace as the premier tier of the U.S. Over-the-Counter (OTC) markets, providing investors with an objective measure to ide3ntify exceptional OTC-traded companies.

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 Why Both Private and Public Companies Need a Securities Attorney

Why Both Private and Public Companies Need a Securities Attorney

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 Broker-Dealer Registration 101

Broker-dealers are subject to regulation by the SEC, FINRA, Self Regulatory Organizations (“SROs”) such as stock exchanges, and the states in which they do business.

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 Bogus State Court Actions Used in $28 million fraud Lead to Indictments

Bogus State Court Actions Used in $28 million fraud Lead to Indictments

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 SCOR Offerings l State Blue Sky Laws

State Blue Sky laws play a significant role in the enforcement of the securities laws. Each State has its own securities laws and regulations.

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 SEC Approves FINRA Rule 5123

The Securities and Exchange Commission recently approved the Financial Industry Regulatory Authority (“FINRA”) proposals to amend Rule 5123 governing FINRA members who participate in private offerings of securities (“Rule 5123″).

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 Supreme Court Says the Statute of Limitations for SEC Enforcement Actions Is 5 Years

On February 27, 2013, in the case of Gabelli v. Securities and Exchange Commission, the U.S. Supreme Court unanimously concluded that the statute of limitations for SEC enforcement actions seeking civil penalties expires 5 years after the time when the alleged fraud takes place, not when it is discovered.

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 Dead Stock Walking – Chinese Reverse Mergers

Recent actions by the Securities and Exchange Commission (the “SEC”) and the media have alerted the public to fraud involving reverse mergers and Chinese issuers.

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 SEC Charges Securities Lawyer with Churning Bogus Legal Opinions

On March 8, 2013, the Securities and Exchange Commission (the “SEC”) charged Brian Reiss, a California securities lawyer, with churning out baseless legal opinions for penny stocks traded on the OTC Markets platform.

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 Private Placements 101

The Securities Act of 1933 (the “Securities Act”) provides for a private offering or private placement exemption from federal securities registration which is increasingly being used by both public companies and private companies seeking to go public to raise capital during market downturns and in times of market uncertainty.

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 FINRA Bars Florida Broker for Transactions Involving 31 NFL Players

On March 7, 2013, the Financial Industry Regulatory Authority (“FINRA”) barred Jeffrey Rubin of Lighthouse Point, Florida, from the securities industry.

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 Squattership Proceedings 101 l Corporate Hijacking Series

Familiar to everyone in connection with real property, squatting consists of occupying an abandoned or empty property that the squatter does not have lawful permission to use.

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 Restricted Securities 101

It has become routine for public companies and private companies seeking to go public to place restrictive legends (“Restrictive Legends” on the certificates representing their Restricted Securities not covered by a registration statement under the Securities Act of 1933, as amended (the “Securities Act”).

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 Disclosure Obligations & Wells Notices

A Wells Notice is sent to subjects of a Securities and Exchange Commission (“SEC”) investigation when Enforcement staff has substantially completed its investigation and intends to recommend that an enforcement be pursued.

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 Ask Securities Lawyer 101 l OTC Pink Current Disclosures

The author answers the most frequently asked questions on OTC Pink Current Disclosures.

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 Ask Securities Lawyer 101 l Form S-8 Question & Answer

The author answers the most common questions on Form S-8.

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 Ask Securities Lawyer 101 l Short Sale Question & Answer

Short selling can be a legitimate trading strategy. It is often endorsed for its beneficial effects on the securities markets, which include increasing liquidity. It is also criticized. Short sellers profit by identifying companies that are weak or overvalued, and companies whose shares have been manipulated to rise to artificially high share prices.

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 SEC Charges Laidlaw and Its CEO for Securities Violations

SEC Charges Laidlaw and Its CEO for Securities Violations

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 OTCQX and OTCQB Recognized as Established Public Markets

On May 16, 2013 the Securities and Exchange Commission (the “SEC”) updated its Established Public Market policy concerning the OTCMarkets OTCQX and OTCQB in its Compliance and Disclosure Interpretations in question 139.13.

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 FINRA Granted Authority to Initiate Trade & Quotation Halts

Recent SEC amendments to FINRA Rule 6440, grant authority for FINRA to initiate trading and quotation halts in OTC equity securities when it is deemed necessary to protect investors. As amended, Rule 6440 grants FINRA the authority to impose foreign regulatory halts, derivative halts and extraordinary halts.

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 Ask Securities Lawyer 101 l Rule 144 Non-Affiliate Question & Answer

The author answers the most common questions on Rule 144.

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 Reverse Mergers l The Corporate Hijacking Agenda

Corporate hijackings of public shell companies–also called corporate identity theft–has been around for more than two decades. The public companies taken over in hijackings have become a valuable assets for shell peddlers (frequently securities lawyers & accountants) seeking reverse merger companies for their clients. They have also become a new target for the SEC.

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 How FINRA Rule 6490 lmpacts Reverse Mergers

How FINRA Rule 6490 lmpacts Reverse Mergers

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 Foreign Private Issuers l Choice of SEC Registration Statement

The securities laws provide numerous benefits to issuers who qualify as foreign private issuers including but not limited to reduced disclosure obligations and relaxed financial statement requirements.

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 Raising Capital - Regulation S - Foreign Private Issuers

Foreign private issuers may raise capital in the U.S. using an offering registered on a registration statement under the Securities Act or by selling securities that are exempt from the SEC’s registration requirements.

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 SEC Suspends Trading of the Securities of Polar Petroleum Corp

On June 10, 2013, the Securities and Exchange Commission (the “SEC”)announced that it had suspended the trading in the securities of Polar Petroleum Corp. a company quoted on the OTC Markets with the symbol POLR.

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 Due Diligence in the SEC Registration Statement Process

Private companies in going public transactions that intend to be quoted on the OTC Markets OTCQB must first become reporting with the Securities and Exchange Commission (the “SEC”). This is typically accomplished by the private company filing a Form S-1 registration statement under the Securities Act of 1933, as amended (the “Securities Act”).

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 The Frankfurt Stock Exchange for Indian Issuers

Indian companies are accessing the Frankfurt Stock Exchange (“FSE”) and other foreign capital markets in search of capital and liquidity for their shares. The Entry Standard of the FSE is an appealing option for Indian issuers seeking an access point to European capital markets. By Brenda Lee Hamilton, Attorney

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 Deutsche Börse AG Suspends New Listings on the Open

On December 20, 2011, Deutsche Börse AG suspended new listings for the First Quotation Board due to fraud and new cases of suspected market manipulation among several shares listed in the First Quotation Board. Deutsche Börse AG stated, “prosecution according to criminal law and supervisory legislation only seems to have a limited deterrent effect. By Brenda Lee Hamilton

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 Restricted Securities 101

The Securities Act of 1933, as amended (the “Securities Act”) requires that the sale of a security be registered under the Securities Act, unless the security or transaction qualifies for an exemption from registration.

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 Private Placements 101

Regulation D, Rule 506 Offerings - To offer and sell securities in the United States, an issuer must comply with the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), or must offer and sell the securities pursuant to an exemption from the registration statement requirements.

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 Investor Relations 101

Investor relations involve the dissemination of information regarding a publicly traded company to create awareness of the public company and its business and to increase its stock price. The person who provides the investor relations services is known as a “Stock Promoter”. Stock promoters have used illegal practices and are often the subject of enforcement actions by the Securities and Exchange Commission (the “Commission”) is the stock promoter.

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 FINRA Rule 6490

FINRA Rule, 6490, recently enacted in September 2010, requires issuers of equities and debt securities not listed on exchanges to provide timely notice to FINRA of certain corporate actions. These corporate actions include name changes, forward stock splits, reverse stock splits, distributions of cash or securities such as dividends, stock splits and other actions, and rights and subscription offerings.

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 New Listing Standards for Reverse Merger Issuers

On July 9, 2011, the Securities and Exchange Commission (“SEC”) approved rules to increase the standards for companies going public through a reverse merger to list on the New York Stock Exchange (“NYSE”), American Stock Exchange (“AMEX”) and the NASDAQ Stock Market (“NASDAQ”).

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 Regulation A

Regulation A was created under Section 3(b) of the Securities Act of 1933 (the “Securities Act”) to exempt public offerings not exceeding $5 million in any 12-month period by non-reporting companies, without restrictions on the types of investors that can take part in the offering. By: Brenda Lee Hamilton, Attorney Hamilton & Associates Law Group

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 SEC Rules Affecting Shell Companies

What is a Shell Company? Securities Act Rule 405 and Exchange Act Rule 12b-2 define a Shell Company as a company, other than an asset-backed issuer, with no or nominal operations; and either: • no or nominal assets; • assets consisting of cash and cash equivalents; or • assets consisting of any amount of cash and cash equivalents and nominal other assets. By: Brenda Lee Hamilton, Attorney Hamilton & Associates Law Group

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 Form S-8 Registration Requirements

Registration of securities on Form S-8 (“Form S-8”) is a short-form registration statement under the Securities Act of 1933, as amended (the “Securities Act”). By Brenda Lee Hamilton, P.A. Hamilton & Associates

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