Tuesday, November 24, 2009

Frozen pipes are a good thing...

when investors stop getting ripped off...

Things you must know about companies quoted on the OTCBB

1. There are no shareholder approval laws
2. Certain dilutive investment are not reported fully - like PIPES using regulation D exemptions
3. Proceeds from dilutive fund raising is reported as INCOME on the balance sheet

Sunday, November 22, 2009

Change?

Yes we can!

1. Is it really possible to change the status quo of fraud and low expectations in the OTC marketplace?
2. Is it really necessary to change the status quo of fraud and caveat emptor, and "that's the way it is" in the OTC marketplace?

My answer is YES! and to all the people who say otherwise, or "why bother?" I say (or quote) the following...

*OVER THE COUNTER, ABOVE BOARD: Fraud, especially in a public market like the OTC capital market is not just an innocent, zero sum game of dumb suckers who "deserve" to lose their money to more sophisticated, smarter people who know the game.. what fraud really does in this case is supply start up capital inefficiently to reward chicanery more than innovation. And we are not talking small numbers either... I believe that countless new companies, solutions, jobs, etc are lost pointlessly and there is finally something that everyone can do to change this fact. I will prove it:)
* Hugh Macleod, How To Be Creative: 5, 08-22-04 Nobody can tell you if what you're doing is good, meaningful or worthwhile. The more compelling the path, the more lonely it is.
* UNKNOWN nothing worthwhile is easy
* UNKNOWN If you keep doing what you’ve always done, you’ll keep getting what you’ve always gotten
* -Confucius "the journey of a thousand miles starts with a single step"
* Walter Sobchak: Smokey, this is not 'Nam. This is bowling. There are rules.
* Walter Sobchak: [shouting] Has the whole world gone crazy? Am I the only one around here who gives a shit about the rules? Mark it zero!
* the starfish story There was once a wise old man who used to go to the ocean to do his writing. One day as he walked along
the shore, he looked down the beach and saw a human figure moving like a dancer. As he got closer, he saw
that it was a young man, and the young man wasn’t dancing, but instead was reaching down to the shore,
picking up starfish, and very gently throwing them into the ocean.
“Good morning! What are you doing?” asked the wise man. The young man paused, looked up, and replied,
“Throwing starfish into the ocean. The sun is rising, and the tide is out. And if I don’t throw them in, they’ll
die.”
“But, young man, don’t you realize that there are miles of beach and thousands of starfish all along it? You
can’t possibly make a difference!”
The young man, listening politely, bent down and picked up another starfish, throwing it into the sea past the
breaking waves. Turning to the old man, he modestly replied,
“It made a difference for that one.”

Saturday, November 21, 2009

Who is to blame?

LIVE DRAFT

The same logic that The Big Lebowski used to figure out who kidnapped bunny, can be used to figure out who is benefitting from stock scams, pump and dumps, misleading or untrue press releases and basically anytihng else that causes investors to buy something they shouldn't.

"It's like what Lenin said... you look for the person who will benefit, and, uh, uh..."

So who benefits from these stock sales... is it the companies? the PR firms? the Lenders?

Friday, November 20, 2009

Is there a law against hedge funds loaning out shares of companies they lend money to?

Anyone know?

UPDATE 11/24


funds cannot short shares ahead of a pipe

And, the S.E.C. says, it is illegal to use the shares obtained from the PIPE to repay the shares borrowed, since that would amount to having sold the PIPE shares too early.

The investor is supposed to buy other shares to cover the short position, and then sell the PIPE shares separately. If the shares are illiquid, there is a risk that prices will move, leaving the trader with a loss.

In addition, the S.E.C. says, it is illegal insider trading to sell the shares short if the seller knows a PIPE deal is coming, but that fact has not been announced to the public.


but can they loan these shares for a profit so someone else can short?

PIPE DREAMS and nightmares

DRAFT -- COMMENT PLEASE

Q: What is the difference between the Pink Sheets and the Otcbb?
A: The method of dumping on the OTCBB is way more veiled and sophisticated...

On the Pinksheets, the pumpers use 504 offerings, and distribute a bunch of free shares to their buddies and promoters and sell these shares directly to the public. On the bulletin board, it's a little more sophisticated and wholly accepted.

Most start up companies raise money from friends and family, then angels, then venture capital, then if they are lucky through the public capital markets.

Existing companies with revenues and profits can access growth capital by issing debt, selling to equity, issuing a secondary offering, etc.

Failing companies raise money with PIPES. The problem with PIPES is that the risk reward proposition is out of alignment. Companies that are controlled by a majority...

Thursday, November 12, 2009

Too big to fail vs too small to matter

Previously published as "The long tail of stock fraud" UNDERGOING RE-WRITE

The long tail theory can be applied to fraud in the public stock markets. Instead of charting popularity to inventory on the x/y graph, as Chris Anderson does in his book,The Long Tail, the re-rederivation from the reference to the tail of a demand curve, is the relationship between losses (or the less quantifiable "attention") and the frequency of frauds.

There are about 3,000 stocks quoted on the OTCBB. These stocks are regulated by FINRA and the SEC and are required to file their reports. There are roughly 5,000 more quoted on the Pink Sheets These stocks DO NOT HAVE TO FILE with the SEC. Even the 3000 isues on the OTCBB that DO HAVE TO FILE financials with the SEC, can raise money under REGULATION D without having dto disclose the lender.

Pump and dumps on the pink sheets are unsophisticated and ... the shares are just issued to close groups pumped up and sold directly on the open market.

Pumps on the OTCBB are a bit more sophisticated Hedge funds invest via pipes and lend companies money, if the money is not paid back they are given stock or convertible stock istead and thne need a market to convert these shares back into their origial loan


The high amplitude segment of the chart is composed of well-known and highly publicized frauds: Enron, WorldComm, Michael Milken, Martha Stewart, and Ivan Boesky. (add MADOFF TO THE LIST- this article was written beforehand orignally) These cases are fodder for big law firms, the SEC, and the mainstream media. The "long tail" of this chart comprises the thousands of frauds, cons and general chicanery relating to small-public-companies, whose stock usually trades on less-regulated exchanges. In this tail, the total volume and frequency (and overall deleterious impact) is much higher, but the individual cases are relatively small. Novice investors1 are attracted to the potential for huge returns in these penny stocks; predators use schemes and mechanisms like fax spams, e-mail spams, chat room manipulation, misleading advertising and PR, pump and dump schemes, and 504 offerings2 to adulterate the markets and steal money. Fraudsters prey upon investors' psychology, flaws/loopholes in the law, and a system where those laws go unenforced. With relative ease they are able to create scams that go unchallenged, unpunished, and generally unnoticed. These affronts get little public attention, perhaps because they're just so prevalent in these markets. (Or perhaps are they so prevalent because they are unnoticed and unchallenged.) There is almost a baseline expectation of fraud in these markets. However, just because something is accepted does not necessarily mean that it is acceptable. This collective long tail of fraud is detrimental to a sense of fairness in society and to the integrity of the market on the whole. Confidence in the integrity of public markets is vital at any level and these frauds should not go unchecked because they are "too small". It is the small nature of the individual fraud, that makes it so effective, consequently creating the higher frequency and the long tail. The cycle then perpetuates itself leading to more frauds making each individual one all the more insignificant. It makes more sense for the bulk of investors burned in penny stocks to move on because, on an individual level, the stakes are too small to put up a BIG fight. But these are the very reasons why the creation of these schemes are so desirable for the criminals -- and that's also what feeds the tail.

The cases on the high amplitude side of the chart are the high profile shows. The Journalists and reporters want to write about them and cover them, the politicians want to regulate them, and the lawyers want to sue them. The media wants to cover the titillating tales of theft and scandal. Politicians want to legislate high profile cases. It makes economic sense for big law firms to start class action suits against the big frauds. Publicity can be garnered and fees generated. The small stories just don't make the cut: there are not enough pages in the paper, air-time is limited, resources are limited, and money is scarce. Most legislators could not be bothered with something so small and the SEC is overwhelmed and understaffed.3 It usually doesn't make sense for a lawyer or firm to make a case against these frauds and it makes even less sense for an individual to try and do so. The fallout of the long tail of the chart remains relatively quiet and is (unfortunately) greeted with a general complacency by almost everyone. These "islands" of crime and deception are kept intentionally small, to make a legal ordeal (or any crusade to "fight back") against the fraudulent companies uneconomical or undesirable. They fly under the radar because very few have the means to fight back, and the targets of the prospective lawsuits are often shell companies with few assets by the time the fraud is known. (The company has gone bankrupt, funds have been hidden offshore, etc.). It is not worth it for the law firm to spend $200k and 3 years to recover $20k in judgments or potentially collect nothing. People may not fight back on their own because they don't want to spend "good money after bad." Less understandably, they convince themselves that the lies and fraud are expected and just part of the market and that they could use the loss as tax write-off against gains. There are also intangible, psychological reasons why the people do not do anything about these scams. They do not want to admit to themselves, much less make a big deal to others that they fell for something so stupid. Not only are lawsuits costly and time consuming but there is a negative connotation about being litigious and looking to blame someone else for your losses. It makes more sense for the bulk of investors burned in penny stocks to move on because its just not "big" enough to fight. But these are the very reasons why the creation of these schemes are so desirable for the criminals -- and that's also what feeds the tail. It is the small nature of the fraud that causes/produces/leads the frequency to increase, thus producing the incredibly large tail. (we just need to create an index and show what the same value of stocks is worth year over year-- ) i can get data that shows the pipes invested and how these stocks go to zero repeatedly http://www.spamstocktracker.com/ http://www.nytimes.com/2006/03/15/business/15place.html?_r=2

For the most part, these small stock frauds were islands before the Internet. They were intentionally set up to be too small to matter (or too small to fight). They were impossibly small for each individual "mark". They were the "obscure books" that Anderson notes in The Long Tail. In the exact same way, the Internet provided "virtual shelf space" and cheaper search costs that has provided a way for users to "unite around a common symbol."

Unlike the retail long tail which is desirable, a long tail of fraud is not. The Internet can be a mechanism to shorten this tail or one used to perpetuate it. The Internet provides a cheaper and easier medium to create and disseminate each of these islands. It is also a place where the public can "meet at the symbol" in order to create economies of scale in defending and pro-actively protecting each other. The Internet can continue to serve as a medium to assist fraudsters in perpetrating their schemes, or it can be the antidote. One may make an argument that the antidote is just banning all of these small pennystocks and unregulated exchanges. But there is legitimate value for smaller companies to be able to access the capital markets. So it is not desirable to eliminate this facet of commerce altogether, nor is it realistic. The answer to allow it to continue but with a stronger focus on Internet transparency and vigilante regulation. Message boards, blogs, web-sites like Sharesleuth.com and search engine transparency can be used to create economies of scale, to make it easier, more realistic, and more productive for people to fight back after they have been scammed. More comforting still, those same tools can be used to educate and shine a light on things in a common arena to prevent fraud and to obviate the need to fight back in the first place.

Wednesday, November 11, 2009

Short selling as a tool to prevent fraud in OTC markets.

As a corollary to the post on shorting in general, this post will discuss how short selling can and should be used as a way to help mitigate fraud in stocks traded over the counter via the OTCBB, Pinksheets, etc.

At present, Market Makers are legally allowed to naked short stocks since they are required to provide liquidity. I think hedge funds should be able to apply for and/or pay a bond for a license that allows them to do the same thing.

Thoughts...?

Pink Sheet Sucess Stories

This post/project will tie a few different objectives together. We are looking for companies that were once or continue to trade on the pink sheets (for any reason; started there, foreign, de-listed from NASDAQ, non-filing, etc) that either

* graduated to a national stock exchange and trades there now
* has had 8 consecutive quarters of net income
* was bought out

Tuesday, November 10, 2009

Selling, Short selling, and naked short selling.

LIVE DRAFT

What's the difference, and what is the big deal. No one (sane and smart) will argue with your right to sell a stock in a free market (as long as you do not have inside information-- more on that in another post).

So if there is unequivocally no contention with the right to sell something you own outright, for any reason, why is there a bit of superciliousness associated with short selling. Why do some people think it's bad for markets (and why do we disagree).

Short selling is the act of borrowing shares for the purpose of selling something you don't own in an attempt to profit by buying the same shares back at a lower price, returning them to the owner; effectively placing a wager on the price of the shares going down rather than the conventional "long" play. Short selling is akin to playing the don't pass line at the craps table in Vegas.

Some arguments against shortselling include...

LIMITED DOWNSIDE (can't go any lower than zero, where long plays have no cap). This argument is purely theoretical.
FIGHTING A GENERAL TREND (this is true, stocks tend to go up, but this is a very general argument and does not apply to specific stocks).

Excellent blog post/discussion on shortselling and naked short selling

Sort of funny but kind of dumb daily show video on short selling

"Essentially they buy fire insurance on the company, and then they burn it down" -Patrick Byrne (he, hopefully, is just talking about NAKED short selling and was taken out of context. He is too smart to think that the mere act of selling is akin to burning the place down. Many short sellers lose a ton of money. The defense of his line would be, if you saw a building that was going to burn down anyway NO MATTER WHAT YOU DID, because it was not looked after properly, and you could buy insurance on it, would you. The answer, hopefully is yes, because not only could you stand to profit, but you might be able to warn some of the innocent people to get out of the building in time...)