Exploration, Development and Production of Petroleum and Natural Gas www.ShorelineEnergy.ca n Ticker: SEQ.TO @StockNewsNow Cover Story: Shoreline Energy (6) StockNewsNow Radio Gary McKenzie (8) A Rational, Practical and Logical Approach to General Solicitation (9) Organic Alliance (14) Ask Mr. WallStreet (15) Micro-Cap Insurance Corner (86) Matmown (92) QUARTER 1 • 2013 microcapreview.com $5.00 Raptor Ranch (16) TheraKine Limited (25) AccuHealth (28) Investing in Micro-Caps by Chris Lahiji (30) Kesselrun Resources (58) Graphite One Resources (66) Targeted Market Awareness by Robert “Bobby” Kraft (68) Marksmen Energy (70) AL International (72)
The #1 magazine in the Micro-Cap market is pleased to bring to you the Quarter 1 - 2013 edition of the Micro-Cap Review. This issue features public and private Micro-Cap companies and provides information about Platinum, Palladium, Graphite, Silver, Oil & Gas, Life Science/Healthcare, Technology, the Jobs Act and more. Feel free to download, embed and share your favorite articles. If you would like a print version of the magazine, please send your info here: http://stocknewsnow.com/?page_id=2385.
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TSX: SEQ
Shoreline Energy Corp.LD MICRO CONFERENCE
LOS ANGELES CALIFORNIA, DECEMBER 5TH, 2012.
TSX: SEQ
Shoreline Energy Corp.LD MICRO CONFERENCE
LOS ANGELES CALIFORNIA, DECEMBER 5TH, 2012.
TSX: SEQ
Shoreline Energy Corp.LD MICRO CONFERENCE
LOS ANGELES CALIFORNIA, DECEMBER 5TH, 2012.
Exploration, Development and Productionof Petroleum and Natural Gas
www.ShorelineEnergy.ca n Ticker: SEQ.TO
@StockNewsNow
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Cover Story: Shoreline Energy (6)
StockNewsNow Radio Gary McKenzie (8)
A Rational, Practical and Logical Approach to General Solicitation (9)
Organic Alliance (14)
Ask Mr. WallStreet (15)
Micro-Cap Insurance Corner (86)
Matmown (92)
Quarter 1 • 2013 microcapreview.com
$5.00
Raptor Ranch (16)
TheraKine Limited (25)
AccuHealth (28)
Investing in Micro-Caps by Chris Lahiji (30)
Kesselrun Resources (58)
Graphite One Resources (66)
Targeted Market Awareness by Robert “Bobby” Kraft (68)
This Publication is not to be construed, under any circumstances, by implication or otherwise, as an offer to sell or a solicitation to buy or trade in any commodities or securities herein named. Micro-Cap Review Magazine and its employees are not, nor do they claim to be registered investment advisors or broker/dealers. This magazine contains forward-looking statements within the meaning of Section 21E of the Securities and Exchange Act of 1934 relating to companies’ future operating results that are subject to certain risks that could cause results to differ materially from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements. This publication undertakes no obligation to update these forward-looking statements. Micro-Cap Review Magazine, its owners, employees, their families and associates may have investments in companies featured within this publication and may elect to sell these investments or purchase additional investments in these companies at any time. However, the policy of our editorial staff is to avoid any pre-publication trading of featured stocks or sales until the release date of the magazine. In order to be in full compliance with the Securi-ties Act of 1933, Section 17(b), where the publisher has received payment for advertisement/advertorial of a security, the amount and type of consideration will be fully disclosed. All information about the Company contained within an advertisement/advertorial has been furnished by the respective Company and the publisher has not made any independent verifications of such information and makes no implied or express warranties on the information provided. Readers should perform their own due diligence before investing in any securities mentioned. Investing in securities is speculative and carries a high degree of risk. All MicroCap Review Disclaimers apply http://www.microcapreview.com/disclaimer.php before investing view www.sec.gov/investors
As I sat down to write this editorial for our
year-end issue of the Micro-Cap Review,
I realized and reflected that I have personally
been through some tough years, as many of
you have, but 2012 for me and my family on
a personal level, was the worst of the worst.
Markets go up and down and some even go
sideways, but at the end of the day, win or lose,
it’s still only money. Money is replaceable.
On October 9, our precious 20 year old
daughter, Sammi Kane Kraft, tragically passed
away as a passenger in a horrific fatal car crash
in Los Angeles, California. She walked out
our door and never came home. We got that
dreaded call from the California Highway
Patrol. Sammi’s organs were donated which
give hope and extended the lives of many oth-
ers. To all of our readers, subscribers, friends,
and colleagues, The Kraft Family would like
to extend a warm thank you for all of your
best wishes and compassionate sympathies
expressed to our family. Your loving words of
kindness and your caring provided us with
comfort and continue to help us in our griev-
ing period. We created a website www.sammi-
girlproductions.com, produced by the Kraft
family as we plan to keep her music alive.
One reason, I brought up my personal life
is that our personal lives relate to our busi-
ness careers. As “Micro-Cappers” and finan-
cial media, we attend conferences and meet
many Biotech, Medtech and Life Sciences
companies devoted to developing new drugs,
devices, treatments and techniques, which
bring so much hope to others. The research,
amazing discoveries, and clinical trials that
these companies provide embody the true
essence of the emerging growth micro-cap
market and set an example of meaningful
capital raising for the benefit of humankind.
We desperately need these companies to exist,
discover breakthroughs, create new molecules
and treatments and continue to be funded.
Our mission at SNN Inc. is to bring as many
of these emerging growth companies to your
attention as possible.
Sammi would have wanted us to get on
with our lives and our business so here we are.
To the Kraft family, getting back to business
meant, among other things, putting together
this issue, the year-end/first quarter issue of
the Micro-Cap Review magazine.
SNN Incorporated will continue to provide
public and private micro-cap and emerging
growth company CEOs with a platform for
their voice, and media to tell our audience
their unique story and to increase market
awareness and investor visibility.
Shortly after Sammi’s passing, Hurricane
Sandy hit and smashed the east coast taking
out many of our friends and families’ homes
and businesses, impacting their lives forever.
This past year had so many tragedies on so
many levels for so many of our friends and
associates that we apologize for not including
them all but we are thinking of you. Micro-
cap companies, across a wide spectrum of
sectors, dependent on reaching or exceeding
revenue projections and still others hoping to
complete a funding in the fourth quarter of
the year we hope 2013 brings prosperity.
As 2013 begins, President Barak Obama is
in the White House for another four years.
Thank you, Mr. President, for signing the
Jump Start for Jobs Act into Law during your
first administration. I believe this law will have
9 A Rational, Practical and Logical Approach to general Solicitation By Nancy Cass, Esq., Mitchell D. Goldsmith, Esq., Camilla Merrick, Esq.19 Biotech: Outlook 2013 By Seth and Stan Yakatan22 A New Price Paradigm for Platinum and Palladium By Michael S. (Mickey) Fulp30 What to Look for When Investing in Micro-Cap Companies By Chris Lahiji32 A Different Way to Invest By Leonard Rosen34 Restructuring a Micro-Cap Company By Erik Nelson38 The year (2013) of Social Media Integration & Empowering of the Users By Dr. Gordon Chiu40 Attention Wall Street Shoppers By Fred Johnson42 Why IR? By Keith Lippert45 Silver Past and Silver Future By David Morgan52 Bright Outlook for Southeast Asian Countries in 2013 By Leslie Richardson
56 One on One with David Drake on the Jump Start for Jobs Act 62 growth Equity Investors Dominate 2012 PIPE Market By Brett Goetschius64 Introduction of the Commodity Markets By Mark Shore68 Targeted Market Awareness & Pinpoint Investor Visibility By Robert “Bobby” Kraft74 New BD Formations & BD Withdrawal Summary By David Alsup77 Trouble is Opportunity By Jonathan Hornik, Esq.80 What I Learned About graphite By Greg Bowes82 The Evolving Direct Public Offering Market Shows Promise for Early Stage Companies By Thomas Carter86 Micro-Cap Insurance Corner By Eugene B. Podokshik88 “Closure” By Rabbi Stephen Robbins
Financial Books31 Caveat Emptor or Buyer Beware Written by Sheldon “Shelly” Kraft
Legal, Tax & Accounting60 The Compliance Corner By Russell C. Weigel, III
tion of a private offering. It is implicit in this
opportunity to reach out to an investor pool
beyond your banker’s rolodex.
Disclosures, risk factors and securities law
compliance are part of the process. Not
only is proposed Rule 506(c) not adopted
yet, but other rules or interpretations may
emerge, which could provide pitfalls for
the unwary. Furthermore either an IPO
or registration of the Company under the
Securities Act of 1934, could be adversely
impacted if a prior private offering was
not reviewed by very experienced securi-
ties counsel. Similarly, once a company is
publicly registered, should it seek to avail
itself of a Regulation D exemption in a sub-
sequent securities offering (including a PIPE
offering – a “private investment in public
equity”), it will need to continue to comply
with the applicable disclosure and accredited
investor requirements. Therefore, a quality
securities specialist, rather than a transac-
tional attorney without up-to-date working
knowledge of the rules is a critical member
of your team.
Not every banker and attorney will be in
favor of their clients using the new rule. As
stated above the debate carries on. It will
take team work of your professionals to
efficiently and cost effectively manage issues
that will arise. Media outlets with an exist-
ing publication or portal that has a following
of investors will be in high demand as they
provide exposure to the right group of read-
ers. Media groups that expand with a related
publication to support companies advertis-
ing under Regulation D will be a specialty
to look for. The opportunity for misuse and
abuse by opening up securities sales to pub-
lic media has a strong likelihood of placing
heightened scrutiny on unregistered offer-
ings, and a company needs to work smart
and get the right guidance to be vigilant but
practical in its compliance efforts. At the
same time, public advertising will provide
companies with unprecedented access to
new capital sources, which in today’s envi-
ronment should not be passed over.
Nancy Cass is an experienced investment banker and corporate attorney. She is a co-founder of MerchantCass Advisors, a banking firm headquar-tered in Atlanta. She holds Series her 7, 79, 24 and 63 securities licenses and executes securities transac-tions with StillPoint Capital, Member Firm FINRA/SPIC. Ms. Cass is licensed to practice law in Illinois, Florida and Colorado.
Mitch Goldsmith is a shareholder with the law firm of Shefsky & Froelich Ltd. of Chicago Illinois. Mr. Goldsmith advises numerous issuers domesti-cally and abroad in a broad array of industries with respect to their offerings and general corporate activities.
Camilla Merrick is an associate with Shefsky & Froelich Ltd. and counsels domestic and foreign cli-ents on securities offerings, securities regulation and general corporate matters.
Mitchell D. Goldsmith, Esq., ShareholderShefsky & Froelich Ltd.111 East Wacker Drive - Suite 2800Chicago, IL 60601Telephone: 312-836-4006Mobile: 312-320-4657E-Mail: [email protected]
A company could have the greatest management, money in the bank, disruptive technology, a deep portfolio of IP, hugeresources, sizable orders, a potential cure for a disease, huge potential with high expectations but if investors don’t know about it, they won’t care, and they won’t buy it or invest in the company.
In fact awareness & visibility needs to be in place before the rubber meets the road and should begin early in the process of funding. Achieving funding is the most important job naturally but then the company needs to get its story out there into the market. The Jobs Act and its adjustments to rules & regulations change general solicitation methods and give private & public companies more freedom to advertise and solicit investor interest. Many consider this Act the most crucial securities law change since the 1933 & 1934 Acts.
President Obama said the Jobs Act will “remove barriers for small businesses and will lead to job creation. New businesses account for almost every new job created in America,” thePresident spoke during the signing ceremony in the Rose Garden of the White House and added, “That’s why I pushed for this bill. The JOBS Act (Jumpstart Our Business Startups Act) removes restrictions for small business and startups to receive broader access to capital and investors. It’s for business owners who want to take their company to the next level; it’s a potential game-changer for startups.
The above paragraph was included because our President used terms we are all familiar with like “startups” and “small business” and “access to capital” and “remove barriers”.
SNN is dedicated to provide access to our institutional and investor database and subscribers through our products and services. The Jobs Act provides access for investors to small private and public companies, which I coin as the new “Entrance Strategy”. SNN Market Awareness and Investor Visibility begin with the entrance strategy and provide investors an ultimate “Exit Strategy”.
SNN is the next step financial publishing, media, content, database and infotainment company providing reach and frequency to the exact target market for funding and market awareness.
Subscribe to Ask Mr. WallStreet at [email protected] place AMWS in the subject
Seth Yakatan brings more 20 years of experience as a corporate finance professional, actively supporting small cap and major companies in achieving cor-porate, financing and asset monetization objectives
through the successful structuring and management of more than several billion in completed strategic transactions and investment.
Over the past eleven years as a co-founder of Katan Associates (KAI), Seth has successfully struc-tured and managed strategic alliances and deals, with unique expertise and insight into the US and Global Life Science sector, including numerous buy-and sell-side M&A transactions. Completed Life Science transactions at KAI include:
Twelve buy and sell-side M&A engagements, gen-erating aggregate transaction value in excess of $345 million.
Numerous early-stage pharmaceutical partner-ing assignments with aggregate value generated for clients of more than $875 million.
Facilitation of several royalty monetization trans-actions, with aggregate realized value in excess of $125 million.
Prior to founding Katan Associates in 2001, Seth worked in merchant banking at the Union Bank of California, N.A., in the Specialized Lending Media and Telecommunications Group. During his six years he completed the placement of subordinated debt and private equity investments, totally in exces-sive $3 billion, on behalf of the bank.
Seth began his career as a venture capital analyst with the Ventana Growth Funds and Sureste Venture Management, where he gained significant experience in creating successful venture-backed life science companies.
Seth is a recognized as an expert in the valu-
ation of life sciences companies, stemming from industry experience and academia. He has authored several publications and lectured and guest lec-tured at corporate workshop and universities on valuation theory, real-world practice and case stud-ies and as a consultant several state and provincial governments worldwide on commercialization and capital access initiatives for. He has also served as a speaker and faculty member at multiple industry conferences including the Annual BIO International Convention Executive Workshop Series. Seth serves as an Advisor to Boston Communications, a com-munications consulting firm that supports business leaders in addressing their greatest communications challenges, and to The Brookwood Group, a special-ized real estate and restaurant consulting firm.
Seth holds an MBA in Finance from the University of California, Irvine and a BA in History and Public Affairs from the University of Denver.
Seth enjoys being a Dad to his two children, par-ticipating in triathlons and long-distance cycling.
Stan yakatan, chairman,
katan aSSociateS
After 40 years as a successful CEO, entrepreneur, and operational manager, Stan Yakatan has dedicated the last 15 years of his career to sharing his experiences with management teams interested in building tech-nology based companies. His experience as an execu-
tive is far reaching as he has served in an Executive capacity with:
New England NuclearEI DupontICN PharmaNew Brunswick ScientificBiosearchKatan AssociatesThese experiences have provided him with man-
agement skills and a corporate finance acumen that he enjoys sharing with others.
He has founded or co-founded in excess of 15 companies in the United States, Canada, Israel, France and Germany and in many cases served as the initial CEO, and Chairman of these companies. He currently sits on the board of directors of several public and private companies and has advised several of the world’s leading venture capital firms includ-ing TVM (Germany), Ventana (USA), MSP (USA) and Biocapital (Canada). During the decade of the 1990’s Biocapital was the most successful health care venture capital fund in Canada.
Stan currently served in a business development capacity for the XL TechGroup. XL Tech Group systematically discovers unmet business needs, then creates, selects, and develops new technology busi-nesses, and scales them to liquidity. Stan assisted XL TechGroup in the development of its business model, and advised on the overall capitalization strategy for XL Tech Group. In October 2004, XL TechGroup undertook an Initial Public Offering in .
Stan has also served as s Senior Advisor in Life Sciences to numerous State, Provincial and Federal government agencies These roles have been largely in a effort to assist in the development of govern-ment incentives and initiatives to foster and develop regional Life Science clusters. These efforts include work in Canada from 1993 to 1999, Israel from 1999 to 2001, and Victoria, Australia from 2002 to 2008.
Stan has completed and advised on numerous acquisitions and corporate finance transactions rais-ing in excess of $1.0 billion dollars in the public and private capital financing markets. He is a frequent speaker at financial and biotechnology conferences throughout the world speaking on topics including, “Capital Raising for the Technology-Based Start-Up” and “The Need to be Global in the Quest for Capital and Partners”. Rick Biondi, Editor of Lab Business Magazine stated,” Mr. Yakatan is a venture capital raising Guru and it is part of his genetic make up.”
Stan has been the Chairman of several pub-lic companies. Stan founded and served as the Executive Director and Chairman of Biocomm, in Melbourne, Australia, the first of its kind regional business development agency and early-stage capi-tal pool. Stan currently is Chairman of the Board of Mercury Therapeutics, Inc. which is developing new drugs AMP kinase based drugs for the treat-ment diabetes and cancer and sits on the Board of Directors for Phenomenome Discoveries, Inc., a novel biomarker company. Recently Stan was appointed to the Teaching Faculty at Skolkovo School of Management in Moscow. Stan currently serves as CEO of TheraKine, Ltd.,a privately held company with a novel drug delivery technology for biologics and small molecules that address drug delivery chal-lenges in multiple therapeutic areas n
Acknowledgement: Michelle Lopez is the editor of MercenaryGeologist.com.
The Mercenary Geologist Michael S. “Mickey” Fulp is a Certified Professional Geologist with a B.Sc. Earth Sciences with honor from the University of Tulsa, and M.Sc. Geology from the University of New Mexico. Mickey has 35 years experience as an explo-ration geologist and analyst searching for economic deposits of base and precious metals, industrial min-erals, uranium, coal, oil and gas, and water in North and South America, Europe, and Asia.
Mickey worked for junior explorers, major mining companies, private companies, and investors as a con-sulting economic geologist for over 20 years, special-izing in geological mapping, property evaluation, and business development. In addition to Mickey’s profes-sional credentials and experience, he is high-altitude proficient, and is bilingual in English and Spanish. From 2003 to 2006, he made four outcrop ore discov-eries in Peru, Nevada, Chile, and British Columbia.
Mickey is well-known and highly respected throughout the mining and exploration community due to his ongoing work as an analyst, writer, and speaker.
Disclaimer: I am not a certified financial analyst, broker, or professional qualified to offer invest-ment advice. Nothing in a report, commentary, this website, interview, and other content constitutes or can be construed as investment advice or an offer or solicitation to buy or sell stock. Information is obtained from research of public documents and content available on the company’s website, regula-tory filings, various stock exchange websites, and stock information services, through discussions with company representatives, agents, other professionals and investors, and field visits. While the information is believed to be accurate and reliable, it is not guar-anteed or implied to be so. The information may not be complete or correct; it is provided in good faith but without any legal responsibility or obligation to provide future updates. I accept no responsibility, or assume any liability, whatsoever, for any direct, indi-rect or consequential loss arising from the use of the information. The information contained in a report, commentary, this website, interview, and other con-tent is subject to change without notice, may become outdated, and will not be updated. A report, com-mentary, this website, interview, and other content reflect my personal opinions and views and nothing more. All content of this website is subject to inter-national copyright protection and no part or portion of this website, report, commentary, interview, and other content may be altered, reproduced, copied, emailed, faxed, or distributed in any form without the express written consent of Michael S. (Mickey) Fulp, Mercenary Geologist.com, LLC. n
Erik Nelson is the President of Coral Capital Partners, an independent consulting and advisory firm focused on companies and participants in the lower and middle markets. Coral Capital Partners provides cost effective solutions to real world issues and situations. Coral Capital Partners, Inc. provides services to Investment Banks, Private Equity Funds, investors, and both privately held and publicly traded companies, as well as various stakeholders in those organizations. This has included international public companies with operations on three (3) continents to smaller privately held domestic companies. Our experience in the areas of corporate advisory, due diligence reviews, and regulatory compliance allows for a cost effective and efficient solution to the issues at hand. Please feel free to visit our web site at: www.coralcapital.com or call our offices via. telephone # (404)-816-9220 to see how we may be of assistance. n
leading auditor of small and mid-cap SEC-regulated companies
Market
of nine independent registered public accounting firms in the world that is annually inspected by the PCAOB
One
Offering peace of mind by deliveringsmall public company audit efficiencies with the GAAP expertise our clients require and expect
Baltimore401 east Pratt Street 7th FloorBaltimore, mD 21202410-767-0505
roCKVille9700 Great Seneca Highwayrockville, mD 20850301-762-9214
www.biomaryland.org
MICRO-CAP
CrispTek, LLC Columbia, MD
Developer of patented blend of rice flours and gluten free, allergen free,
low-oil absorption products received $99,300 to develop three new certified gluten free/allergen free/kosher baking mixes including testing, packaging and
initial store placement. www.crisptek.com
Adlyfe, Inc. Rockville, MD
Developer of unique technology that allows the “mapping” of protein
surfaces received $200,000 to advance the development of a proprietary
minimally invasive ocular imaging test for the early detection of Alzheimer’s.
www.adlyfe.com
Bamvet Laboratories, Inc. Baltimore, MD
Developer of the first FDA authorized pain medication for laboratory rats and
mice received $200,000 to build out marketing infrastructure, and manufacture first commercial
batch of product.
Cardiosolv, LLC Baltimore, MD
Developer of system providing patient-specific cardiac modeling to the
bedside received $200,000 to undertake prospective human validation study predicting non-invasively the optimal
ablation targets for ventricular tachycardia patients.
http://cardiosolv.com
Remedium Technologies College Park, MD
Developer of proprietary lifesaving technology to stop traumatic
bleeding rapidly received $199,100 to validate a novel sprayable
foam hemostat, HemogripTM, in a study of on non-compressible bleeds
Dr. Gordon Chiu is an execution-driven business-man with more than 15 years of combined domestic and international experience in biomedical, chemi-cal, cosmetic, medical, and technology industries. He has been invited to serve on the board of public and private companies and to provide vital advice to the board while increasing overall shareholder value.
His solid background and broad experience has allowed him to accomplish and advise in areas of Alzheimer research, breast cancer research, derma-tology, drug addictions research, green technology, and antimicrobial research. He started his career as a research scientist at Pfizer Inc. and Merck & Co., Inc. and has healthcare and marketing experience with strong links to Wall Street and Asia.
His educational background began with a B.S. degree in chemistry from Rensselaer Polytechnic Institute, graduating summa cum laude. He gradu-ated with an M.S. degree in chemistry from Seton Hall University with high honors. Additionally, Dr. Chiu was accepted as an M.D./Ph.D. candidate under the National Institutes of Health’s Medical Scientist
Training Program for four years at the Mount Sinai School of Medicine where he also researched, devel-oped, consulted, and advised Dr. Huachen Wei in the department of dermatology in skin cancer research. Seeing the opportunity to impact foreign policies in healthcare, he transferred his credentials to the fully accredited University of Bridgeport School of Naturopathic Medicine to receive his doctorate in naturopathic medicine.
With this unique background, he has investigated the validity of foreign treatments and their success level for public health. He has also been chosen to serve as an advisory role in the identification of low cost solutions (i.e. non-invasive diagnostic equip-ment) for emerging countries that cannot afford to maintain armies of physicians across numerous sub-specialties. His years of experience and continuous involvement have created deep relationships within the scientific, business, and medical communities. Dr. Chiu has developed and owns methodologies called directed combinatorial algorithmic librar-ies (D.C.A.L.) that are used in various commercial applications, composition development and research.
Disclosure: Dr. Chiu is a co-founder of Zuse
since 2011 and is an independent adviser to SNN. n
Executives and Boards often consider a number of investment banks in making their selection of the ideal advisor or underwriter. These Bake-offs, Dog and
Pony Shows, Beauty pageants in the Street Vernacular are the arenas of competi-tion for the swashbuckling gladiators of Wall Street to impress the CEO, CFO and Directors and win the lucrative banking assignment.
Fred Johnson joined Barrington Research in 2012 as Managing Director in the Investment Banking group. Previously, he was with William Blair & Company from 2009 to 2012 as Managing Director and Head of Confidential Equity Offerings (includ-ing PIPEs and Registered Directs). Prior to joining William Blair, he spent 10 years with A.G. Edwards in the Investment Banking department (and one year with its successor, Wachovia) as a Managing Director in the Equity Private Placement group. Mr. Johnson has over 15 years of experience structuring private equity transactions for small-cap public companies (PIPEs), as well as closely held private companies, across many industries. Prior to A.G. Edwards, his experience included merger and acquisition advisory with Arthur Andersen’s Corporate Finance group, and commercial credit analysis with Dun & Bradstreet. Mr. Johnson holds an MBA in Finance from New York University, where he was a Stern Scholar, and dual BA degrees in Economics and Philosophy from the University of Wisconsin-Madison. n
Since founding LHA (formerly Lippert/Heilshorn & Associates) in 1984, Keith Lippert has built a reputa-tion as a respected advisor to emerging-growth com-panies. Along with his partner, John Heilshorn, he has established LHA as a pioneer and a premier pro-vider of financial communications services, and has provided strategic counsel to more than 1,000 public and private companies. Keith plays a leadership role in working with account teams to enhance the mar-ket’s understanding of LHA’s clients by integrating all of the investor outreach tools available. He is able to leverage his extensive relationships with institutional investors, securities analysts, retail stockbrokers and investment bankers as well as his capital markets knowledge on behalf of LHA’s clients. n
David Morgan is a widely recognized analyst in the precious metals industry and consults for hedge funds, high net worth investors, mining companies, depositories, and bullion dealers. He is the publisher of The Morgan Report (www.TheMorganReport.com) on money, metals, and mining. Additionally he provides a precious metals savings program through www.Silver123.net. Mr. Morgan is also the author of Get the Skinny on Silver Investing and a featured speaker at investment conferences in North America,
Europe, and Asia. n
MEXICO’S NEXT SIGNIFICANT PRIMARY SILVER DEPOSIT
add a shine to your portfolio
No one likes to be a prophet of doom, but the simple truth
is that silver is the world’s money of last resort. Should a
severe economic collapse occur, leaving paper assets worth-
less, silver will be primary currency for purchase of goods
and services
A SNN INcorporAted ANd MIcro-cAp revIew MAgAzINe Survey on behalf of you, our subscribers and readers, additional information about companies in this issue will be forwarded to you by checking the box and submitting your request. Information will be forwarded to you by mail or email.q 144 Opinionsq About Graphite, Greg Bowes - NGC.Vq AL International - JCOF q A Rational, Practical and Logical Approach to General Solicitationq Ask Mr. Wallstreet Newsletterq Attention Wall St. Shoppers, Fred Johnsonq Bank of Internet - BOFIq Bio Marylandq Bright Outlook for Asia, Leslie Richardsonq Cambridge House International Conferencesq Caveat Emptor or Buyer Beware Bookq Closure, Rabbi Stephen Robbinsq Compliance Corner, Russell C. Weigel lll Esq.q Conmodities Corner, Mark Shoreq Direct Public Offerings, Thomas Carterq Editorialq Eservco - ENSVq Graphite One Resources - GPH.V, GPHOFq Growth Equity, Brett Goetobiusq Insurance Corner, Eugene B. Podokshikq Investing in Micro-Caps, Chris Lahijiq Investor Consultantsq ISEEE, Don Calvinq Katan Associates, Seth & Stan Yakatanq Kesselrun Resources - KES.Vq MaloneBailey LLPq Marksman Energy - MAH.Vq Matmown, Inc. - MTMWq Metals & Minerals Investment Conferencesq Micro-Cap Restructuring, Erik Nelson
q Micro-Cap Review Magazine q Miller Energy Resources - MILLq MZ Groupq New BD Formations & BD Withdrawl Summary, David Alsup q New Engine Mediaq No Boring Lawyers - Oswald & Yap, Oswald-Yap.comq Ombudsman, Jack Leslieq One on One, with David Drakeq Organic Alliance - ORGCq Orphanbiotec, Dr. Frank Grossmanq Pitbull Conference, Leonard Rosenq Platinum & Paladium, Mickey Fulpq Primabiomed - PBMDq Profit Planners Management, Inc. - PPMT q Raptor Ranchq Russell C. Weigel, III, Lawyerq SEMDAConferenceq Shoreline Energy Corp. - SEQ.TO q Silver Past and Silver Future, David Morganq SNN Distributionq Social Media Migration, Dr. Gordon Chiuq Soltoro Ltd. - SOL.Vq Stellar Pharmaceuticals - KLH.V, SLXCFq StockNewsNow Radio, Gary McKenzieq Targeted Market Awareness, Robert “Bobby” Kraftq Therakine Tunable Toolboxq Trouble is Opportunity, Jonathan Hornik, Esq.q WallStreet Chicken Cartoonq Why IR?, Keith Lippertq World Wide Stock Transferq www.black-nose.org
1. would you invest in a private company? q Only knowing it was going public q Yes, under new Jump Start for Jobs Act q No, I only invest in public companies q Yes, I am an accredited investor
3. do you understand the Jump Start for Jobs Act? q Yes q Never heard of it q Send me information q I am skeptical 5. what is you biggest worry about the micro-cap stock market? q Lack of Liquidity to sell shares q Hard to find a broker who/buy/sell them for me q Over-regulation by regulators q A Reverse stock split of shares
2. would you donate money to a company on a crowd funding website? q Yes q No q Yes, less than $1,000 q Yes, less than $100
4. will you invest more money in micro-cap companies in 2013 than you did in 2012? q Yes q No q Will just hold what I have now q Looking for good ideas
please take the time to answer some simple survey questions so that we may provide the most comprehensive information, stories of interest, investment ideas, and industry analysis in future issues of Micro-cap review. we thank you in advance for your participation.
Send completed surveys to: SNN Incorporated or respond to survey online at: StockNewsNow.com4766 Admiralty Way #13004 • Marina del Rey, Ca. 90295
6. what sector of the market seems most attractive to you for investment in the coming year? q Technology q Biotech & Life Sciences q Manufacturing q Media q Mining & Exploration q Software q Other_______________________________ 8. which stock market(s) do you buy stocks? q United States q Canada q Australia q India
12. I would like to read more information about? q Micro-Cap companies q Real Estate q Market commentary q Hard money lending q Private placement investing q Commodities
13. when you read Micro-cap review, do you read the print or web version? q Print q Web
7. How did your portfolio do in 2012? q Winner q Loser q Broke even q No comment
9. How many financial conferences will you attend in 2013? q 1-10 q Under 3 q None q More than 10
11. what was your favorite article(s) in this issue? please list.___________________________________________________________________________________________________________________________________________________
_________________________________________________
13. which company in this issue would you invest in?____________________________________________________________________________________________________________________________________________________________________________________________________
All participants in surveys receive a Free lifetime subscription to Micro-cap review Magazine.
Name: ____________________________________________________________________ Address: __________________________________________________________________ email: _______________________________ phone: ______________________________ q Add me to Ask Mr. wallStreet Free Newsletter
q Aerospaceq Accountingq Alternative Energyq Ask Mr. WallStreet Newsletterq Autoq Bankingq Basic Mineralsq Beveragesq Biotech q Bullionq Business Services q Chemicals q China q Clean Energyq Communication q Constructionq Consulting q Consumer Products q Consumer Servicesq Crowd Funding
q Currenciesq Defense q Diamond Miningq Digital News q Digital Platforms q Direct Marketingq Diversified Investments q Drilling q Education q Electronicsq Electronic Medical Records q Energy q Energy Products q Entertainment q Finance q Financial Trade Shows q Food q Franchisor q Gaming q Gold q Gold Producer
q Graphite q Green Technologyq Healthcare q Indiaq Industrial Goods q Industrial Metals & Mineralsq Information Technology q Insurance q Junior Gold Developerq Junior Gold Producer q Legal q Life Sciencesq Manufacturingq Marketing q Media q Medical Devices q Medical Diagnostics q Medical Fundq Medical Practice Factoringq Metal Explorationq Oil Drilling & Equipment
q Oil & Gas q Oil & Gas Explorationq Organics q Pharmaceuticals q Publishing q Rare Earth Elements q Real Estateq Resource Exploration q Retail q Security q Silver q Social Mediaq Social Network q Transport q Travel q Uraniumq Veterinary Products and Services q Web Software q Wellness q Wireless Communications
Donald Calvin is the Chairman and Founder of the International Stock Exchange Executives Emeriti, Inc (ISEEE) and the Chairman of International Business Enterprises, Inc and as such has been the Adviser to more than twenty securities exchange Chairmen worldwide. He also was the Chairman of the National Stock Exchange for six years during which time it was the second largest US exchange. Previously was the Executive Vice President of the New York Stock Exchange and served with eight NYSE Chairmen, prior to which he was the Syndicate Manager for a Chicago based investment firm. Previously he was the Illinois Securities Commissioner and is a graduate of the University of Illinois Law School. n
The “Orlando Declaration 2012” includes a Summary
of Eleven Actions for Balanced Global Reform and is
available on the ISEEE website: www.capitalmarketex-
David Drake is the founder and Chairman of LDJ Capital, a Private Equity firm in New York City, and of its subsidiary The Soho Loft Capital Creation Event Series (“TSL”), a global events and media company covering education and creation of financial innovation programs for the Private
Michael Thompson, P. Geo., President & CEO of Kesselrun, is the Qualified Person responsible for the Bluffpoint project as defined by National Instrument 43-101 and has approved the technical information in this article. n
The law firm of Russell C. Weigel, III, P.A. practices securities law nationwide and specializes in taking companies public, helping public companies prepare SEC filings and stay compliant with federal and state securities laws, preparing transaction and disclosure documents for private capital raises, and defending issuers and other securities industry participants from SEC and FINRA enforcement actions and from cus-tomer arbitrations.
Russell C. Weigel, III, was a branch chief and special counsel at the U.S. Securities and Exchange Commission and served during the years 1990-2001. n
C O M P L I A N C E C O R N E R
Annual Report Planning –or–Avoiding SEC March Madness
Achievement of a timely filed annual
report became more difficult and
riskier in 2013 due to the SEC’s
XBRL protocol implementation (the coding
of financial statements). Greater filing diffi-
culty is anticipated due to the additional time
(perhaps double time) required to format
financial statements according to the SEC’s
XBRL protocol, while at the same time the
SEC eliminated the grace period previously
available for filing a delinquent XBRL report.
This double threat, a potential March 2013
EDGAR filing bottleneck for which the SEC
promises no relief, I have named, “SEC March
Madness.”
However, the risk of delinquent filing can
be minimized if management takes appropri-
ate steps at an early stage of the planning of
its annual report. This Compliance Corner
identifies certain planning matters that, if
addressed early in the assembly of the annu-
al reports’ components, may facilitate the
reporting company’s avoidance of SEC March
Madness. This list is not exhaustive, and all
companies should seek competent legal and
accounting advice as to their individual cir-
cumstances.
tax PlanninG
1. Need a tax opinion? Consult your auditor
whether it will require a tax opinion on any
new matters that may have income tax impact
before it will issue its audit opinion. Engage
a tax expert well in advance of the year-end
audit.
auDit PlanninG
2. Have a pre-audit planning meeting with
the auditor. Arrive at decisions on timing and
what the auditor will need to see in the way of
supporting documentation. If the audit firm
has changed during the fiscal year, make sure
that the new auditor has access to all needed
prior audit work files. If the audit engage-
ment partner has changed, meet with the new
engagement partner to insure proper conti-
nuity and expectations. Inform the auditor of
the names of firms providing tax opinions or
asset impairment appraisals.
3. Have inventory? Start the planning of
the physical year-end inventory count and
coordinate the timing and procedures with
the audit firm.
4. Review the auditor’s prior year comment
letter issued to management and determine
if all items addressed in the letter have been
remedied. Prepare appropriate documenta-
tion to support reasons why any items have
not been corrected.
5. Is an independent appraisal needed?
Examine the transactions that have added
intangible assets to the financial statements.
Determine if they are to be written off or
whether an independent appraisal will be
obtained. Have that appraisal done prior to
the commencement of audit fieldwork.
6. Determine if any unusual or infrequent
transactions exist requiring special disclosure
or special handling on the face of the financial
statements. Review the latest releases of the
FASB and be sure to include any changes in
the footnotes of the financial statements.
mD&a PlanninG
7. Identify and collect documentary support
for the MD&A discussion of known trends
StockWord PuzzleTM
Across2 - APO4 - StockNewsNow Radio hosted by7 - General solictation non-_________ protects private companies8 - If the OTC has market makers, Exchanges have?11 - Coffee and Nutritional Products company12 - Orphanbiotec health campaign symbol15 - Micro-cap company defined maximum revenue dollar value18 - First Fidelity Insurance provides this insurance for micro-caps23 - International Stock Exchange Executives Emerti24 - indicate your market interests in Micro-Cap Review25 - Symbol for Organic Alliance27 - Gordon Chiu wrote on ________?29 - Silver is highly recommended by this contributing author30 - Brett Goetschius32 - Foundation Orphanbiotec fights35 - What does the W in BDW stand for?37 - there are 20 of these in the US Senate38 - Not an IPO, Not an APO this is more direct40 - Marksman
41 - Leslie Richardson is the _______correspondent for SNN42 - New writer in this issue Fred43 - Thomas Carter is an expert in helping companies arrange this type of financing44 - Mary Jo White is next chairperson of this commission45 - GrowthCapitalist.com publisher49 - DPO53 - Exxon-Mobil overtakes this company for highest market cap54 - Most important part of a public company is __________?55 - Shoreline growth is from drilling and __________56 - Exchange Traded Funds58 - Closure Article written by60 - Name stock exchange which sold for $8.2 Billion in the last quarter of 201261 - according to Merriam-Webster a defiition of commodities62 - Moblie63 - to manage risk65 - Favorite financial conference of 2012?66 - Ask Mr.Wallstreet thememe68 - David Morgan nickname69 - gold story70 - Jack Leslie specialty
Down1 - PIPE3 - The ISEEE Orlando _________ Report on SMEs5 - This issue WallStreet Chicken theme6 - CMPO8 - SEMDA9 - Mark Shore Column10 - Ombudsman12 - According to Lahiji, the less shares the ________.13 - Key to Pubco market awareness14 - $300 Million is a ___________market capitalization dollar amount16 - Gregory Bowes article is about this topic17 - Chris Lahiji compares the stock market to________?19 - ROI20 - CME21 - SNN database targeted to22 - Retired SEC head26 - The two most heard words at yearend28 - This Index rose over 16% in 20121
30 - Jump Start for Jobs Act signed into law by31 - Birds of Prey33 - Stan & Seth Yakatan expertise34 - Jonathan Hornik is the Mayor of this place in New Jersey36 - RDO39 - financial advice to broker dealers44 - cover story about oil46 - January 24, 184847 - SNN targeted market awareness article writer48 - Erick Nelson’s article focused on?49 - Leading Crowd Funding Activist50 - Name of Leonard Rosen’s Conference51 - 2012 Hurricane hits Wall Street52 - the world expert on crowd funding57 - financial mountain edge at yearend59 - general solicitation no...64 - Sarbanes67 - Small and medium sized companies acronym
ing-oriented funds as leaders in the equity private placement market in 2012, marking a changing of the guard in an area of the capital markets critical to the development of emerging growth companies.
For the first time since the dawn of the
PIPE (private investment in public equi-
ty) market in the mid-1990s, a long-only
mutual fund manager led the market in
total deals and total investment among active
investors, usurping the fast-money hedge
funds that had long dominated the market.
Fidelity Management & Research invested
$190.7 million in 45 growth equity private
placements in 2012, making the mutual fund
behemoth the leading active investor in the
market in both number of deals and total
investment, according to PIPE market moni-
tor PlacementTracker. But Fidelity was not
alone among fundamental-oriented investors
making their way up the PIPE ranking lists
last year. Of the top 25 investors in the mar-
ket, at least 10 are generally regarded as long-
only, fundamental-focused mutual and ven-
ture capital fund managers, including insur-
ance and annuity giant TIAA, Wellington
Management, Columbia Management, T.
Rowe Price, and Orbimed Advisors.
The evolution of the PIPE market away
from the arbitrage and structured invest-
ment funds that long dominated the market
was reflected in last year’s investment bank-
ing and legal counsel leaders as well. Roth
Capital led the agent rankings as long-dom-
inant Rodman & Renshaw imploded, its
hedge fund investment clients continuing
n BY BRETT GOETSChIUS
their now four year-long retreat. Another
top banker in growth equity private place-
ments, Cowen & Co., led dealmaking in the
healthcare sector, closing 28 deals that totaled
$1.5 billion in capital raised.
Among law firms serving the PIPE
market, Cooley, with its deep experience
representing venture and private equity-
backed companies, dislodged long-reign-
ing Sichenzia, Ross, Friedman Ference as
top issuer counsel.
Overall, PIPE deal-making was down over
2011 while total capital raised was up, reflect-
ing a trend toward bigger, higher quality deals
with larger market cap companies, especially
in the area of registered private placements,
which have been a rich source of capital for
small cap emerging growth companies over
the past two years. Almost $32.75 billion of
capital was raised in 822 equity private place-
ments in 2012, compared to $26.6 billion in
924 deals in 2011, a 23% increase in total
investment amid an 11% fall in deals closed.
GRAPHIC #1Rank Investment Advisor Deals Amount Invested1 Fidelity Management & Research Corpora>on 45 $190,685,2922 Heights Capital Management, Inc. 33 $140,566,8413 Millennium Management, LLC 33 N/A4 Hudson Bay Capital Management L.P. 29 $115,356,2425 UBS O'Connor LLC 26 $14,318,7466 Teachers Insurance and Annuity Associa>on 26 N/A7 D.E. Shaw & Co., L.P. 25 N/A8 Baker Brothers Advisors, LLC 24 $139,095,6999 Deerfield Management 24 $49,786,20110 Iroquois Capital L.P. 23 $12,144,508
Brett Goetschius is the editor of Growth Capital Investor, the journal of emerging growth company finance. He has covered the emerging growth capital market since 1999 and is the former editor and publisher of The PIPEs Report, The Reverse Merger Report, and The Registered Offerings Report. This article is excerpt-
ed from the January 21 issue of Growth Capital Investor. Interested in the full report with complete data on
activity in the emerging growth capital market? Download a complimentary copy at http://www.
As the introductory Commodity Corner column I found this to be a good opportunity to introduce commodities
and futures.
n BY MARk ShORE
Spring/Summer 2012 issue).
To manage their price risk, a commodity
producer, such as a farmer may sell a futures
contract to lock-in their selling price. An
end-user, such as a coffee chain may buy a
futures contract to lock-in their purchasing
price. Keep in mind commodity markets
tend to be mean-reverting markets as they
spike or decline from an average price and
then revert back towards that average price
overtime. This is often due to shocks in the
system such as increased demand, reduction
of supply, weather concerns, disruption of
distribution channels or possibly political or
regional events. If a commodity becomes too
expensive, the market participants’ behav-
ioral mechanism will appear as they seek
less expensive substitutes. This is known in
economics as the substitution effect and one
of the differences to note between commod-
ity and equity trading.
Commodities are traded in two com-
mon locations: either the spot/cash market
usually reserved for industry or sometimes
known as “commercials” such as produc-
ers, distributors and end-users as the actual
physical commodity is traded. Or the prod-
ucts trade on an exchange such as one of the
futures exchanges found around the world.
The futures exchanges are often utilized
by both commercials and speculators. An
exchange offers commercials the opportu-
nity for immediate offset of their commodity
risk by speculators offering liquidity to take
on the risk. If a commercial has a loss from
hedging, it often means they profited in the
underlying cash market, because they are
holding the opposite direction in the cash
market. One can think of the loss on the
hedge as a premium on an insurance policy.
The Merriam-Webster dictionary defines
a commodity exchange as an organized mar-
ket where future delivery contracts for a
specified grade of a commodity (such as
grains, cotton, sugar, coffee, or wool) are
bought and sold.2 Many historians point to
the Dojima Rice Exchange in late 17th cen-
tury Japan as the first commodity futures
(forward) exchange. The exchange operated
for over 230 years ending just before World
War II. 3
Commodity exchanges often seek com-
modity products to list on their exchange
that tend to have price volatility and/ or
seasonality. Why list a product that has little
or no volatility? This would imply no or
little risk. Futures are founded on the basic
concepts of price discovery from supply,
demand and the movement of pricing.
A listed contract offers standardization of
grade, size and delivery point as a method
of risk management for both the producers
of the commodity as well as the end-user of
the commodity. As the exchange’s clearing-
house takes the opposite side of each trade,
it reduces the potential for default risk of the
commodity contract.
In America, many commodity exchanges
appeared around the country in the 1800s.
However, one can point to the Chicago
Board of Trade (CBOT) in 1848 as the begin-
ning of commodity exchanges in America as
a method for commodity producers and
end-users to hedge their commodity risk. It
is also considered to be the oldest existing
commodity exchange in the world.
Prior to the CBOT there was a lot of price
volatility in agricultural markets. Farmers
would bring harvested crops to the Chicago
markets. If they couldn’t sell the crops they
were stuck with it and some farmers were
known to dump the unsold crops into Lake
Michigan. It was this price volatility that
prompted the need to hedge agricultural
markets and the introduction of the CBOT.
In 1898 the Chicago Butter and Egg board
was founded and renamed the Chicago
Mercantile Exchange in 1919.4
Some of the commodity markets include:
Energy markets: Natural Gas, WTI (West
Texas Intermediate) Crude Oil, Brent Oil
•Grains: Corn, Wheat, oats and the soy-
bean complex of soybeans, soybean oil and
soybean meal •Softs: Coffee, Cocoa, Sugar,
Orange Juice (as noted in the movie “Trading
Places” they traded: Frozen Concentrated
Orange Juice •Livestock: Live Cattle, Feeder
cattle •Metals: Gold, Silver and copper. By
the early 1970s, futures exchanges began
trading financial futures as they were per-
ceived as commoditized products beginning
with currency futures and later bond futures
and stock index futures.
Moving forward since the recent financial
crisis, commodities have taken on a new
importance as a non-correlated asset class
for an investor’s portfolio. As many emerg-
ing nations gain wealth, the demand for
many commodities continues to gain impor-
tance on the world economic stage.
(Endnotes)1 Shore, M. (2011) DePaul University 798
Managed Futures Lecture notes2 Shore, M. (2011) DePaul University 798
Managed Futures Lecture Notes 3 West, M.,“Private Ordering at the World’s First
Futures Exchange”, Michigan Law Review, Vol. 98, No. 8, Symposium: Empirical Research in Commercial Transactions (Aug., 2000), pp. 2574-2615 Published by The Michigan Law Review Association
4 Shore, M. (2011) “Why Are Congressional Agricultural Committees Given Oversight of the MF Global Hearings?”
Past performance is not necessarily indicative of future results. There is risk of loss when investing in futures and options. Always review a complete CTA disclosure document before investing in any Managed Futures program. Managed futures can be a volatile and risky investment; only use appropriate risk capital; this investment is not for everyone. The opinions expressed are solely those of the author and are only for educational purposes. Please talk to your financial advisor before making any investment
The ratio of NEW formations vs. BDW's is 47%, and the average net loss continues at about 12 firms per month.
New BD Formations & BD Withdrawal Summary 15 Jan 2013, as of 31 December by DAVID ALSUP www.fishbowlstrategies.com
December: 8 New Formations… and 18 Withdrawals. (The three-‐year average is 14 New Formations and 25 Closures per month.)
This 14 month chart shows the types of firms admitted.
2011 173 New firms vs: 317 Withdrawals. 2010: 177 New firms vs: 325 Withdrawals. ==================================================================================================
105 equities trading firms closed in 2012. The net loss was 74 firms. This 14 Month BDW Chart shows the types of firms that are closing.
There are 4391 FINRA Member firm CRD Numbers as of Dec 31, 2012. (Note: There are some bankrupt firms still carried in CRD, such as Lehman Bros, & Stanford Group.) The above data has been sourced from regulatory agencies publications' and statistics, along with some independent third parties. While it is believed to be reliable there can be no guarantee of the accuracy of the data. The numbers have been cross-checked for accuracy, and they should be within plus/minus two percent. David Alsup [email protected] 949-468-0111 A Detailed analysis (or Customized) is available by Subscription.
0 2 4 6 8
10 12 14 16
10 9 17 11 16 11 6 10 10 11 2 12 13 8
Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec
Pvt Placements
Mut F, Variables
Other
EquiSes
0 5
10 15 20 25 30 35 40
30 18 38 32 23 22 22 13 20 14 15 26 26 18
Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
Russell C. Weigel, III is responsible for the content of this Advertisement. For lawyer qualifications please visit our website at: www.InvestmentAttorneys.com
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Contact us today. Tell your corporate story to investors willing to invest.
VentureNet Capital Group, Inc. has arranged millions of dollars in structured financing for publicly traded companies. We focus on oil, gas & mining (proven reserves) and cutting edge technology companies.
Present your corporate story to our professional investors who are qualified to make an investment. We are paid a monthly cash retainer plus equity and all expenses for sponsored events / meetings / roadshows.
Anslow + Jaclin serves diverse clients worldwide onunique and sophisticated securities and corporate matters, including IPO’s, PIPEs, corporate finance, reverse mergersand M+A. Anslow + Jaclin’s clients are publicly held corporations which include well-established and other business entities across a broad range of industries. Anslow + Jaclin has consistently been ranked as one of the top law firms in the United States by SEC New Registrations Report for the number of pre-effective IPO registrations advised. In addition, Deal Flow Media, Inc’s The Deal Flow Report ranks Anslow + Jaclin as one of the top Issuers and Investors Legal Counsel for number of placements advised.
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Jonathan Hornik is a founding partner in the law firm of LaRocca Hornik Rosen Greenberg & Blaha (LHRG&B) where he serves as co-chair of the Real Estate and Finance Department. His practice con-centrates in the financing, investment and acquisi-tion and generation of mortgages, mortgage pools and other real estate and commercial transactions. Mr. Hornik has successfully handled many significant financing, real estate and other corporate transac-tions over his career. He has advised his clients in all aspects of transactional real estate and corpo-rate matters, including, private placement memo-randums, subscription agreements, limited liability companies, the acquisition and disposition of prop-erties, businesses and other assets, operation and financing of projects, stock and asset purchases, institutional investments, credit facilities, joint ven-tures, partnerships, commercial lending and leasing. Jon has developed a specific expertise in workouts and the restructuring of loan transactions, frequently advising clients on the restructuring and disposition of loans and distressed real estate in and out of the foreclosure process. Prior to joining LHRG&B as partner, Mr. Hornik was Vice President and General Counsel of one of the nation’s largest direct private lenders. Mr. Hornik is an acknowledged expert in deal structuring and negotiation.
Mr. Hornik has been admitted to the Bar in New York and New Jersey. LHRG&B is a business oriented full service Wall Street law firm with offices in New York and New Jersey.
Mr. Hornik is also serving his second term as Mayor of the Township of Marlboro, New Jersey. n
“Trouble is Opportunity”
2
to commercial to industrial properties. The below matrix gives some indication of market LTV’s for specific types of real estate assets. As a general rule, the less risky the real estate, (i.e., the less suspect
the value of the real estate), the higher the LTV the lender is typically willing to go to in order to close any loan transaction.
As a general rule, lenders should never take uninsurable risk. Therefore, a full review of Title, Survey, and Environmental on the real estate that will be collateral for the loan must be performed.
Purchasing a Title Policy to insure that the lender has a First Priority Lien with nobody ahead of the lender, will protect the lien priority of the loan. An environmental review of the real estate is strongly recommended, as an environmentally contaminated property, requiring costly remediation, can
substantially impact the value of the property and the yield on the investment. It is important to note that one must not only do desk underwriting, but also must visit each and every real estate property that is the subject of a loan. Everybody in the private lending business has too many stories indicating
how potential borrowers have misrepresented the condition of a property that can only be discovered by a property visit.
Careful Pricing is another aspect of private lending that needs to be fully understood. Pricing usually consists of a combination of interest rate, points and fees paid at the closing. The pricing matrix for
private loans is directly impacted by the LTV and any other circumstance which in the analysis of the underwriter would make the loan more risky. This could include the risk of approvals not being in place, infrastructure and other similar issues which may impact the viability of any real estate project ,
borrower’s background and past experience. Pricing on private loans can range from 8% to 14% interest and 1 to 10 plus points. As you can see by the range of pricing, being in the private lending business can be lucrative to say the least.
Should you have any questions regarding this article or to acquire further information about the private lending business, please do not hesitate to contact me at my law firm at 732-‐409-‐1144.
Jonathan L. Hornik
Type of Real Property Securing Loan Loan to Value Ratio
Gregory Bowes, B.Sc. (Geology), MBA has over 30 years of experience in the resource and engineering industries. He holds an MBA from Queens University and an Honours B.Sc., Geology degree from the University of Waterloo. Mr. Bowes was previously Senior Vice President of Orezone Gold Corporation (ORE:TSX) and President and CEO of San Anton
The Evolving Direct Public Offering Market Shows Promise for Early Stage Companies
lenges for the DPO company was where to
take the deal.
While investment banks, venture capitalists
and investment professionals possess respec-
tive abilities to syndicate a transaction, and
move clients through the “going to market”
process with roadshows, presentations and
related ballyhoo, companies “going it alone” via
DPO had to knock on the doors of prospec-
tive investors that presided in their own, much
smaller database. Or, still worse, cold call.
And while investment banks, venture capi-
talists and investment professionals also bring
“investment packaging” resources, assisting
companies in tightening up the “pitch”, refining
the business plan and client’s value proposi-
tion, companies “going it alone” via DPO have
to just do their best to fine-tune their presenta-
tions and pitches.
It isn’t hard to see why the DPO market
hasn’t been grabbing much attention histori-
cally.
But the “really” good news for smaller,
“off-the-wall-street radar” companies is the
emergence of a couple key trends that are
changing the game:
Enabling technologies and social net-
working trends are democratizing the early
stage investment landscape, creating greater
• The environment for raising capital is
extremely tough,
• Investors are more risk averse than ever,
• Your deal is too small to attract an invest-
ment banking firm,
• It is extremely difficult finding an invest-
ment banker willing to engage without sig-
nificant up-front fees, or
• If you are trying to attract VC inter-
est, for every 100 plans submitted, 10 get
reviewed and only 1 is funded.
These points are all true - and depressing.
Especially when you consider the fact that
there are more than 27 million small busi-
nesses in the United States and it is probably
safe to assume that on any given day, at least
a few million of them are thinking about
how to access third party capital.
The good news for small businesses,
whether they are not getting VC or invest-
ment banking attention because they are
“too small”, “too immature”, “too ‘Main
Street’”, or doesn’t measure up on some
other measure, is that there is a tried and
tested way to ‘do it yourself.’
To be sure, self-underwritten offerings, or
“direct-public offerings” (DPOs) have been
around for years. But the process was not
exactly efficient. One of the primary chal-
If you are a small or development stage business and are planning to raise
capital, chances are pretty good that you have either heard one, or a com-
bination of the following cautionary statements:
n BY ThOMAS CARTER
B of I Holding, Inc.NASDAQ: BOFI
BofI Holding, Inc. is the holding company for BofI Federal Bank, a nationwide branchless bank that provides �nancing for single and multifamily residential properties, small-to-medium size businesses in target sectors, and selected specialty �nance receivables. With over $2.8 billion in assets, BofI Federal Bank provides consumer and business banking products through its low-cost distribution channels anda�nity partners.
www.bo�holding.com
The World’s Largest Independent Investor Relations Firm New York • Chicago • San Diego • Atlanta • Vancouver • São Paulo Hong Kong • Beijing • Shanghai • Mumbai • Perth • Sydney • Taipei
www.mzgroup.usFor more information, please contact us at [email protected] or call 212-301-7130
Miller Energy ResourcesNYSE: MILL
Miller Energy Resources, Inc. is an oil and natural gas explora-tion, production and drilling company operating in multiple exploration and production basins in North America. Miller's focus is in Cook Inlet, Alaska and in the heart of Tennessee's Appalachian Basin including the Mississippian Lime and the Chattanooga Shale. Miller is headquartered in Knoxville, Tennessee with o�ces in Anchorage, Alaska and Huntsville, Tennessee.
www.millerenergyresources.com
ENSERVCO CorporationOTCQB: ENSV
ENSERVCO through its various operating subsidiaries, has emerged as one of the energy service industry's leading providers of hot oiling, acidizing, frac heating and �uid management services. The Company owns and operates a �eet of more than 245 specialized trucks, trailers, frac tanks and related well-site equipment. ENSERVCO operates in Colorado, Kansas, Montana, New Mexico, North Dakota, Oklahoma, Pennsylvania, Ohio, Texas, Wyoming and West Virginia.
www.enservco.com
Stellar BiotechnologiesOTCQB: SBOTF
Stellar Biotechnologies, Inc. is the world leader in sustainable manufacture of Keyhole Limpet Hemocyanin (KLH). KLH is an important immune-stimulating protein used in wide-ranging therapeutic and diagnostic markets. Potent, yet proven safe in humans, KLH operates as both a vital compo-nent for conjugate vaccines (targeting cancer, autoimmune, and infectious diseases) as well as an antigen for measuring immune status.
www.stellarbiotechnologies.com
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MicroCap Magazine Ad v3.pdf 1 2/14/2013 10:09:43 AM
Over 40 milliOn targeted databasen Over 45,000 US and Global Media Outletsn 23 Online Video Social Networksn Reach Targeted Individual and Institutional Investors
City, First Fidelity differentiates itself by pro-
viding insurance procurement and advocacy
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bioGraPhy
Eugene B. Podokshik, CPCU, CRIS, an insurance cover-age technician, is the Principal & CEO of First Fidelity Brokerage, a specialty commercial insurance broker pro-viding insurance risk transfer solutions to SMEs & Micro-Cap companies. Mr. Podokshik has worked in insurance product development and in various positions servicing middle market and national accounts (ranging from privately held companies to large publically traded investment banks) most recently as an EVP for a national insurance broker where he led insurance due diligence, program placement and portfolio aggregation programs (domestic and international) for private equity firms. Eugene graduated from NYU with a BS in Economics and a BA in Political Science, and holds the CPCU and the CRIS insurance designations. He also serves as Board President of CIDNY-ILS, a New York City not-for-profit Home Care Agency with nearly 700 employees, and is Treasurer of the Brighton Ballet Theater, one of the nation’s largest children’s ballet schools.
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need a recommendation, please contact us, we have put together a panel of various insurance attorneys.
First Fidelity insurance rate projections for 2013:
Below is a general guide to what is expected to take place in commercial insurance in 2013. The actual
rates will depend on the specific exposure changes, carrier appetite changes, carrier rate increase
mandates, loss history of the insured, class of business, and many other factors.
Coverage* % Increase Property 7% to 12% Casualty 2% to 8% Excess Liability 3% to 12% Workers Compensation 3% to 15% Directors & Officers 5% to 10% Errors & Omissions 4% to 6% Employment Practices 3% to 12% Employee Benefits 3% to 10% *Assumes good loss experience. I hope this information was useful. Until next time.
About First Fidelity Brokerage:
Founded in 1994, First Fidelity Brokerage is a leading international property and casualty insurance
broker. First Fidelity developed and administrates several special insurance products, including
insurance programs for Micro-‐Cap companies. Headquartered in New York City, First Fidelity
differentiates itself by providing insurance procurement and advocacy services using experienced legal
professionals. The addition of legal expertise in insurance procurement is what FFB refers to as “The
game changer in insurance procurement.”™ This service model untimely leads to better protection and
less claim denials.
For more information on First Fidelity Brokerage, please visit www.ffbinsurance.com.
happens naturally, organically and out of my n BY RABBI STEPhEN ROBBINS
Just as many people have trouble beginning a new project, or task, so do people frequently have trouble with ending
the same, or bringing closure. In developmental psychology, in the works of Erikson and Piaget, as well as the neuropsycholo-gists, who focus on attachment theory, from the time of earliest childhood we have trouble moving from stage to stage in human development.
2013 Conference February 19-20Georgia Tech Global Learning Center
Atlanta, GARegister Now!www.semda.net
F e a t u re d S p e a k e r s
Pat MackinSVP & President of the
Cardiac Rhythm Disease Management Division
Medtronic Corporation
Jon EllenthalPresident, TEDMED
Mir ImramChairman & CEO
InCube LabsManaging Director
InCube Ventures
Mark LeaheyPresident & CEO
Medical Device Manufacturers
Association (MDMA)
Jeffrey Shuren, M.D., J.D.
Director of the Center for Devices
and Radiological Health, FDA
The SEMDA annual conference is the premier gathering of
the Southeast medical device and MDDS industries, offering
company presentations to investors; informative programs
and speakers; partnering; and networking opportunities.
Here’s why you should attend:
u Grow your medical device or MDDS company
u Make meaningful connections with leaders among the investor and business community
u Company presentations from existing and emerging medical device companies to investors and industry executives
u Programming to meet the needs of entrepreneurs, startups and established companies
u Free 1:1 partnering lets you schedule meetings at the conference and connect before and after the conference
u Gala Dinner on February 19th to celebrate the medical device industry and recognize SEMDA SpotLight winners
u Poster session highlighting early stage medical device developments
2013 Conference February 19-20Georgia Tech Global Learning Center
Atlanta, GARegister Now!www.semda.net
F e a t u re d S p e a k e r s
Pat MackinSVP & President of the
Cardiac Rhythm Disease Management Division
Medtronic Corporation
Jon EllenthalPresident, TEDMED
Mir ImramChairman & CEO
InCube LabsManaging Director
InCube Ventures
Mark LeaheyPresident & CEO
Medical Device Manufacturers
Association (MDMA)
Jeffrey Shuren, M.D., J.D.
Director of the Center for Devices
and Radiological Health, FDA
The SEMDA annual conference is the premier gathering of
the Southeast medical device and MDDS industries, offering
company presentations to investors; informative programs
and speakers; partnering; and networking opportunities.
Here’s why you should attend:
u Grow your medical device or MDDS company
u Make meaningful connections with leaders among the investor and business community
u Company presentations from existing and emerging medical device companies to investors and industry executives
u Programming to meet the needs of entrepreneurs, startups and established companies
u Free 1:1 partnering lets you schedule meetings at the conference and connect before and after the conference
u Gala Dinner on February 19th to celebrate the medical device industry and recognize SEMDA SpotLight winners
u Poster session highlighting early stage medical device developments
Matmown, Inc. and its forward looking founder and Chairman, Alex Portelli, has made a decision to move the Company into what should be a bright future as the company has announced the appointment of a highly recognized and respected new CEO.