Silicon Investor (SI) -- The First Internet Community

STOCKTALK

We've detected that you're using an ad content blocking browser plug-in or feature. Ads provide a critical source of revenue to the continued operation of Silicon Investor. We ask that you disable ad blocking while on Silicon Investor in the best interests of our community. If you are not using an ad blocker but are still receiving this message, make sure your browser's tracking protection is set to the 'standard' level.

Microcap & Penny Stocks : ABFG - AMERICAN BENEFITS GROUP, INC. -- Ignore unavailable to you. Want to Upgrade?

To: Janice Shell who wrote (3986)	6/9/1999 3:16:00 PM
From: Jeffrey S. Mitchell	Read Replies (1) \| Respond to of 4128

Re: General notes on OTC:BB stocks filing Form 10s Think of Form 10s as S-1s (the forms filed for IPOs), in that you are registering a class of securities pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934. The only difference is that with Form 10s the securities already have been traded. Small businesses (less than $25 million in the revenue and less than $25 million in public float) may instead file a Form 10SB. There are 15 items on a Form 10 that must be addressed: Business, Financial Information, Properties, Security Ownership of Certain Beneficial Owners and Management, Directors and Executive Officers, Executive Compensation, Certain Relationships and Related Transactions, Legal Proceedings, Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters, Recent Sales of Unregistered Securities, Description of Registrant's Securities to be Registered, Indemnification of Directors and Officers, Financial Statements and Supplementary Data, Changes in and Disagreements with Accountants on Accounting and Financial Disclosure, and Financial Statements and Exhibits. These requirements are somewhat simplified for Form 10SBs. All financial information must be audited and up-to-date as of the day the Form 10 is filed, pursuant to the usual SEC rules of quarterly reports being filed within 60 days after fiscal quarter end and year-end reports being filed within 90 days after the fiscal year is over. For example, assuming fiscal and calendar years are the same, a company that files on July 1, 1999 must be current in their Form 10 financials through Q1 of that year. They would then have to meet normal SEC filing deadlines, which would mean Q2 numbers must be released by August 28, the 60th day after then end of Q2. Similarly, any company filing a Form 10 after August 28 must include Q2 numbers as part of their Form 10. There seems to be some confusion about the new SEC guidelines for OTC:BB stocks to keep from being delisted. As I understand it, all newly trading companies (companies trading on or after January 4) must be reporting immediately. All others are given a grace period to comply, which begins 30 days prior to the "phase-in" date assigned to them by the NASD (for example, the phase-in date for companies beginning with A-AD is July 1, 1999). During this period, any companies not yet in compliance get an "E" appended to their symbol. According to calls I made to the OTC and the SEC, there is no extension period. If a company is not current by the phase-in date they may not be quoted on the OTC:BB, i.e. they fall to the pink sheets. Furthermore, simply filing the Form 10 or 10SB does not assure compliance. In the past, a Form 10 or 10SB automatically (by rule) became effective 60 days after it was filed. Under the new guidelines, the SEC staff must first come to a position of "no further comment". This means companies who do not have their Form 10s approved immediately must keep filing amendments and keep trading on the pink sheets until the SEC is satisfied. Note: I am not a securities lawyer. The information above came partly from information gathered on the otcbb.com and partly from calls I made to the OTC (Liz Heese; 202-728-8191) and SEC (202-942-2950). Comments/clarifications welcome. - Jeff

To: Janice Shell who wrote (3986)	6/16/1999 2:31:00 PM
From: Jeffrey S. Mitchell	Read Replies (1) \| Respond to of 4128

Maybe it's this Barington Capital?: Firms Fined Barington Capital Group, L.P. (CRD #29383, New York, New York) submitted a Letter of Acceptance, Waiver, and Consent pursuant to which the firm was censured and fined $23,500, and fined $2,000, jointly and severally with an individual. In addition, the firm was required to pay $3,815 in restitution to public customers. Without admitting or denying the allegations, the firm consented to the described sanctions and to the entry of findings that it failed to implement and enforce adequate written supervisory procedures reasonably designed to achieve compliance with applicable securities laws and regulations, and submitted inaccurate free-riding questionnaires to the NASD for several offerings. In addition, the firm failed to obtain required documentation on a timely basis in connection with “hot issue” purchases by customer accounts. The findings also stated that the firm participated in contingency offerings, failed to deposit investor funds in an independent escrow account, and failed to include in the private placement memoranda a statement that persons associated with the firm would be purchasing a portion of the offering. In addition, the NASD determined that the firm failed to execute customer limit orders in some instances and to timely execute other customer limit orders in others. (NASD Case #C04990018) nasdr.com