Thursday, July 23, 2015
Emerging Markets Consulting, LLC ("EMC"), its principals, affiliates, representatives, subcontractors or agents (hereafter referred to as "EMC" or "we" or "us") prepare and/or assist others in preparing and publishing oral and written information on selected companies (the "Profiled Company" ) and their securities (the "Securities") in various contexts, including but not limited to corporate and business profiles, alerts, summaries, reports, and press releases (hereafter referred to as the "Information") through various methods, including but not limited to: (a) double opt-in spam compliant emails; (c) mail and courier; (d) EMC's website's at profiling the Profiled Company and otherwise through the worldwide web. In certain cases, we are merely a distributor of such publications, i.e. a Profiled Company's press release, in which case, as in all other situations, EMC conducts no review of said publications received from any party such as an investor relations firm that directly contracts with a Profiled Company or a third party shareholder. We do not conduct any due diligence whatsoever for any of our publications, whether we act only as a distributor pursuant to an agreement with another publisher or investor relations firm or directly contract with the Profiled Company or third party shareholder; rather, we rely upon the information of the Profiled Company we receive from the Profiled Company or other investor relations firm or third party shareholder, which similarly may not conduct any due diligence upon the Information.
Many of the stocks of the Profiled Company qualify as "penny stocks" under the Securities and Exchange Commission's ("SEC") penny stock rules and regulations because, among other things, they have a price of less than $5.00 per share. Penny stocks are subject to material risks that you should be acutely aware of, as detailed in the bulleted risk factor section presented below.
We are paid to publish the Information about companies that are quoted on the OTCBB, OTC Markets or Pink Sheets or the American Stock Exchange or NASDAQ Small Cap and/or NASDAQ National Market. We are paid for our services in either money or securities or a combination of cash and securities compensation. The publicly traded companies or third party shareholders or other publishers or investor relations firms that subcontract with us for the services that they have directly contracted for with a publicly traded company or a third party shareholder pay us for our advertisements.
We are not independent and the Information published by us is and should be construed as a paid advertisement. We do not conduct research or evaluate if the Information is true, accurate or complete. We are not qualified to give you investment advice. The Information should not be construed as a recommendation to purchase the securities of the Profiled Company or as providing any information that may be construed as investment advice. We are not: (a) an investment advisor; (b) a stock picker; (c) a securities trading expert; (d) a securities analyst; (e) a financial analyst; (f) one that provides stock recommendations, price targets, buy recommendations, stock recommendations for assembling a portfolio of stocks, represents that stocks are undervalued or providing advice about buy and/or sell or hold recommendations as to specific securities; as such, any interpretation of the Information that we furnish should not be construed in any of the foregoing manners.
Our advertisements involve an actual conflict of interest, since we receive compensation in the very securities we are promoting and then sell the securities during our advertorial activities or thereafter. The Profiled Company or investor relations firm or third party shareholder from whom we receive compensation also has an actual conflict of interest since it or he or she pays us securities compensation for advertising services and then may sell their own shares of the Profiled Company while we are publishing the Information about the Profiled Company or its securities. A Profiled Company or third party shareholder or another advertising or investor relations firm that pays us for our advertising services also has a conflict of interest since they are paying us compensation to advertise on their behalf for their own benefit.
The Information is disseminated to broker-dealers, members of the general public, readers of our website, and the financial community (collectively the "Recipients") at the direction of the Profiled Company or other investor relations firms or third party shareholders of the Profiled Company or firm hired by the Profiled Company for which we provide subcontracting services or through social media, including Facebook, Twitter, LinkedIn and blog spots. The Information should only be used by as a beginning point for further investigation into the Profiled Company and its securities because EMC: (a) only presents neutral or positive information regarding the Profiled Company and its business; (b) does not present the risks or negative aspects associated with the Profiled Company or its securities; and (c) the Information is wholly inadequate to formulate any investment decision; as such we strongly advise against making any investment decisions solely based on the Information. It is imperative that you consult with your professional advisor, financial adviser, financial planner, registered broker or attorney regarding the advisability of investing in any securities, especially penny stocks. In addition, you should consult with government or other websites that are available free of charge at www.sec.gov, www.otcmarkets.com, Google, or other sources that offer specific business and financial information about the Profiled Company, investment guides, valuable information pertaining to penny stocks, penny stock frauds and penny stock investment risks. Where applicable, you should review the quarterly (Form 10-Q) and annual (Form 10-K) financial and disclosure reports available at www.sec.gov by visiting said website and inserting the name of the company you wish to inquire about under "Company Search". For those companies that are not SEC reporting companies, you should review the quarterly and annual reports available for your review at www.otcmarkets.com
Statements contained in the Information that are not historical facts are forward looking statements that involve risks and uncertainties and may be identified by the use of terminology such as "believes", "expects", "may", "will", or "should", or "anticipates". Such statements should be read as being applicable to all related forward looking statements wherever they appear in any of the Information. The actual results of a Profiled Company's operations, financial condition or other aspects of its business could differ materially from those discussed in the Information.
We do not make any implied or express warranties regarding the Information -- you should not solely rely upon the Information; rather, again you should use the Information and/or its securities as an initial introduction to the Profiled Company to initiate an investigation into a Profiled Company through, among other sources, information and reports available at the above-listed websites.
EMC always receives compensation from the Profiled Company or third party shareholders of the Profiled Company or third-party providers (i.e. another investor relations firm) in cash and/or compensation in the Securities in connection with preparation and dissemination of the Information, most frequently in the form of Securities in the name of a Profiled Company. EMC regularly and routinely sells its securities compensation before, during and after its dissemination of the Information regarding the Profiled Company, most frequently during the dissemination of the Information. You should be acutely aware that EMC repeatedly sells its stock compensation while it is engaged in the dissemination of the Information, as well as before and after such dissemination. Many such securities sales occur during the dissemination of the Information and often occur within minutes, hours or days after EMC first disseminates the Information to the Recipients. EMC's dissemination of the Information has resulted in the past and may in the future result in increases in the Profiled Company's securities trading volume, enabling EMC to sell those Securities at a profit. Additionally, EMC's sale of the Profiled Company's securities concurrently with the dissemination of the Information, including the Profiled Company's profile, may enable EMC to sell at a higher price for such shares, and may result in a diminished value to those buying the Profiled Company's securities.
The Securities and Exchange Commission's regulations provide that "stock scalping", the illegal practice of recommending that others purchase a security, while secretly selling the same security, contrary to the purchase recommendations is in violation of the anti-fraud provisions of the federal securities laws. We do not recommend that you purchase the securities of the Profiled Company - we only introduce a company to the readers of our publications as a starting point for investigating the securities and the Profiled Company through publicly available sources. We do not conduct any independent analysis regarding a Profiled Company's Information. We always disclose the compensation we receive in connection with our publications of the Profiled Company. We do not provide price targets for the companies that we profile. We do not act in the capacity of an investment advisor. We do not have control or access over any securities brokerage accounts other than in our own name. We do not verbally or in writing recommend that the readers of our publication open brokerage accounts to purchase the securities of a Profiled Company or otherwise recommend that they purchase the Profiled Company's securities. Nonetheless, you should be acutely aware that:
The Recipients should be especially cautious about any revenue predictions, projected revenues, revenue expectations or any revenue estimates whatsoever (the "Revenue Projections" because: (a) we conduct no due diligence whatsoever on whether the Revenue Projections have a foundational basis and such information should be accepted by us on an "as is" basis; (b) the Revenue Projections may not be in accordance with US Generally Accepted Accounting Principals or SEC guidelines for projections; (c) the Revenue Projections may not contain required assumptions upon which they are based or the assumptions lack a foundational basis for making such Revenue Projections, i.e. based upon a projected agreement with a third party or an actual agreement with a third party, which in of itself may lack or have any foundational basis; (d) we caution you to never use Revenue Projections as a basis for considering an investment in the subject securities and to proceed with extreme caution regarding the Revenue Projections; instead, only use all of the Information as a starting point for a thorough investigation of the Profiled Company from publicly available sources and determine whether the Revenue Projections have any foundational basis whatsoever; (e) beware and use extreme caution for any Revenue Projections that fail to include the assumptions upon which they are based; (f) beware and use extreme caution of Revenue Projections that fail to include an evaluation of the support for such assumptions underlying the projections; (g) the Revenue Projections may be inherently unreliable because they are subject to future events wherein a Profiled Company does not update the Financial Projections due to events and circumstances that occur after said projections are released, which may materially and negatively impact upon the Financial Projections; (h) if the Profiled Company is an SEC reporting company the Financial Projections should be in accordance with standards released by the Public Company Accounting Board, the SEC or standards established by the American Institute of Certified Public Accountants, which often a Profiled Company fails to do; (I) beware of any Financial Projections that fail to include disclosure of the basis of accounting used in preparing the Financial Projections; (j) beware of any Financial Projections that are not prepared or do not indicate whether they are prepared by an independent third party, rather than simply the Profiled Company itself; (k) consult with your registered investment advisor, registered broker, attorney, or financial advisor regarding any such Revenue Projections.
The Recipients should not assume that material changes have not occurred since the publication and/or dissemination of in the Information. Again, each of the Recipients should consult with his or her legal, accounting, tax and financial advisers regarding any investment in the Profiled Company or its Securities and not rely solely upon the Information.
Use of the Information as well as any investment in micro-cap or penny stock securities is subject to the following risks:
Section 17(b) of the Securities Act of 1933 requires that any person that uses the mails to publish, give publicity to, or circulate any publication or communication that describes a security in return for consideration received or to be received directly or indirectly from an issuer, underwriter, or dealer, must fully disclose the type of consideration (i.e. cash, free trading stock, restricted stock, stock options, stock warrants) and the specific amount of the consideration. In connection therewith, EMC has received the following compensation and/or has an agreement to receive in the future certain compensation, as described below.
We may purchase Securities of the Profiled Company prior to their securities becoming publicly traded, which we may later sell publicly before, during or after our dissemination of the Information, and make profits therefrom. EMC has a contract to receive 1,000,000 shares and $4,000.00 dollars a month from FONU.
Posted by Ryan K at 7:29 AM