To: Arcane Lore who wrote (6951 ) 9/25/1998 9:13:00 AM From: zonkie Read Replies (1) | Respond to of 26163
Why would aznt put something like this in their 10-K? Did they see a problem arising later on? edgar-online.com >>>NOTE #14 - Possible Contingent Liability for Prior Securities Sales of Unregistered Securities The shares of common stock sold to certain of the Company's present shareholders were not registered under the Act of any state securities' laws. The Company believes that such sales did not involve a public offering within the meaning of Section 4(2) of the Act. In the event that an exemption for such sales is later determined not to be available to the Company or that such offerings should be integrated with the public offering, the Company may be required to rescind such sales as are not entitled to any exemption or take such other steps as may be necessary to comply with federal and state securities laws for such sales. The Company does not intend to rescind such sales, but if required to rescind, the Company will be required to refund $714,914 in cash in certain of its present shareholders.<<<<sec.gov >>>Microcap fraud typically takes one of two forms. The first – the "pump and dump" scheme – often involves fraudulent sales practices, including high pressure tactics from "boiler room" operations where a small army of sales personnel cold call potential investors using scripts to induce them to purchase "house stocks" – stocks in which the firm makes a market or has a large inventory. The information conveyed to investors often is at best exaggerated and at worst completely fabricated. Increasingly, these stocks also are being touted on the Internet by unregistered promoters. The promoters of these companies, and often company insiders, typically hold large amounts of stock and make substantial profits when the stock price rises following intense promotional efforts. Once the price rises, the promoters, insider and brokers sell, realizing their profits. Second, as part of the "pump and dump," unscrupulous brokers often employ a variety of fraudulent sales practices including "bait and switch" tactics, unauthorized trading, "no net sales" policies (where investors are discouraged or actually prevented from selling their stocks) and churning (excessive trading in their accounts in order to generate commissions for the broker). <<< >>>Commission examiners are also scrutinizing the records of microcap issuers maintained by registered transfer agents, located predominantly in Utah and Nevada , to detect irregularities in the issuance and transfer of shares which typically accompany frauds on investors. <<< >>>The SEC has increased its focus on microcap fraud in the Division of Enforcement in Washington, DC, and in the regional and district offices around the country, to bring actions against fraudulent microcap companies, promoters and brokers. In these microcap cases the SEC seeks immediate relief, such as temporary restraining orders and asset freezes, as well as strong remedies such as permanent industry bars, registration revocations and fines. In addition, the SEC has increased its use of trading suspensions to minimize investor harm by intervening early in ongoing market manipulations when there is misinformation about the issuer in the market. <<<edgar-online.com >>>8. Suitability Standards. The Company recommends that its shares of Common Stock be purchased only by persons who have the knowledge, experience and capacity to evaluate the merits of such a purchase, and who can afford the loss of their entire investment in the shares of Common Stock. 9. Limited of Public Market for Securities. At present, only a limited public market exists for the Company's securities and there is no assurance that a regular trading market will develop. A Shareholder may, therefore, be unable to resell the shares of Common Stock should he or she desire to do so. <<<< Did they cover themselves? zonkie.......