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Microcap & Penny Stocks : Corporate Vision (CVIA) -- Ignore unavailable to you. Want to Upgrade?


To: D LEE who wrote (1984)2/28/1998 11:18:00 AM
From: Ricardo A. Biondi  Respond to of 6654
 
To All, I found this on other thread regarding Reg. S:

Turning up the heat on scamsters

The bull market has brought with it a rash of small cap frauds. Now the SEC wants to
strike back

By Michael Brush

Charges by the U.S. District Attorney's office in Manhattan on Wednesday that New
York Stock Exchange (NYSE) floor brokers used their knowledge of pending orders
to get an edge in the market have given the squeaky-clean Big Board a black eye.

But while the spotlight is on the NYSE, don't forget that retail investors are much more
likely to get ripped off in the small cap arena.

That's partly because microcap stocks tend to be thinly traded on the National
Association of Securities Dealers (NASD) Over the Counter Bulletin Board or in the
"pink sheets," so called for the color of the pages used to list them by the National
Quotation Bureau.

Thinly traded stocks are more easily manipulated by unscrupulous brokers who talk
them up only to dump their own position on hapless investors. Another roblem is the
lack of information on microcap stocks.

The Securities Exchange Commission (SEC) says that these factors, plus the booming
markets, have contributed to a sharp upturn in microcap fraud that involves millions of
dollars. Now it wants to close down some of the loopholes commonly used by
small-cap fraudsters. Here's what they have in mind, scary bureaucratic language and
all.

* The S-8 Scamsters: The SEC originally created "S-8" forms to give companies a
quick way to register shares used to compensate employees. No messy prospectus
needed because the SEC figures that employees already know about their company.
Then in 1990, the SEC decided to let companies use the form to register shares meant
for paying consultants, as well. Voila! A loophole was born.

Scamsters quickly figured out that companies could use this route to register shares for
"consultants" whose only real "service" was to turn around and sell those shares to the
public. In other words, they found a way to get new shares in the market without
having to file a new prospectus. The SEC has proposed a change that would shut
down the use of this form for shares that go to "consultants" who are really brokers in
disguise. To keep track of things, it also wants a list of the names of any "consultants"
who get shares through the use of this EZ registration form.

* Regulation S Shenanigans: "Reg. S" lets companies avoid registering shares with the
SEC, as long as those shares are to be sold offshore. After all, reasons the SEC, if the
stock is going to another country, let them worry about it. Problem is, some brokers
have been abusing this rule by bringing these shares back into the U.S. markets. The
SEC wants to make "Reg. S" securities like any other restricted securities, meaning that
they can't be resold in the U.S. without being registered.

* The Rule 15c2-11 Fake Out: Here's another clever trick used by microcap rip-off
artists. When hyping a small cap stock, they like to have quotes from several market
makers, implying that the stock is well followed. Problem is, a lot of market makers
who publish quotes don't know the first darn thing about the stock.

How can this be? As things stand now under this rule, market makers in bulletin board
or pink sheet stocks have to look over the basics of the company at least once a year,
already a pretty low standard. But once their quote has been out for 30 days, other
market makers can "piggyback" -- by publishing the same number, even if they can't
prove that they know anything about the company. The SEC wants to make the
"piggyback" market makers check up on the company once a year, too, before they
offer quotes. What's more, it wants to up the standard when it comes to how much
they have to know about the company.

Does all this sound too complicated? For more basic stuff on how to avoid getting
ripped off in the stock markets, check out the SEC's "Facts on Saving and Investing
Campaign," a series of town hall meetings and seminars to take place between March
29 and April 4. The SEC also has several free publications about investing fraud. For
more information, visit the SEC's Web site, or call 800-SEC-0330



To: D LEE who wrote (1984)2/28/1998 2:00:00 PM
From: paulbk  Read Replies (3) | Respond to of 6654
 
Dave,
I disagree with your statement"-The Feedback from these people has been extremely generous." We still know nothing about this reg-s deal
which is now eligible for conversion. We don't know what the share
count is or the float. The excuse for not filing is lame IMO because
if they are savvy enough to put together a reg-s deal they're savvy
enough to know what the SEC rules are. All I've seen so far is a string of vague press releases and a surprise reg-s filing. In my view,
the common shareholders have been the generous ones as they've sup-
ported cvia by purchasing the stock at this stage of the game and they
are entitled to some basic information about what's going on.
regards,p.b.