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We are paid advertisers, also known as stock touts or stock promoters, who disseminate favorable information (this “Article”) about publicly traded companies (the “Profiled Issuers”).
We publish the Information on our website, smallcapexclusive.com and in newsletters, text message alerts, audio services, live interviews, featured “research” reports, on message boards and in email communications for specific time periods that are agreed upon between us and the Profiled Issuer and / or third party paying us. Our publication of the Information is known as a “Campaign”. This information may be sent to potential investors at different times that are minutes, hours, days or even weeks apart. Typically, the trading volume and price of a Profiled Issuer’s securities increases after the information is provided to the first group of investors. Therefore, the later an investor receives the Information, the more likely it is that he will suffer trading losses if they purchase the securities of a Profiled Issuer late in a Campaign.
Third Parties paying us to market the Profiled Issuer we believe intend to sell their shares they hold while we tell investors to purchase during the Campaign.
The Information we publish in the Campaign is only a snapshot that provides only positive information about the Profiled Issuers. The Information consists of only positive content. We do not and will not publish any negative information about the Profiled Issuers; accordingly, investors should consider the Information to be one-sided and not balanced, complete, accurate, truthful and / or reliable. We do not verify or confirm any portion of the Information. We do not conduct any due diligence, nor do we research any aspect of the Information including the completeness, accuracy, truthfulness and / or reliability of the Information. We do not review the Profiled Issuers’ financial condition, operations, business model, management or risks involved in the Profiled Issuer’s business or an investment in a Profiled Issuer’s securities.
All information in our Campaign is publicly available information from 3rd party sources and / or the Profiled Issuers and/or the 3rd parties that hire us. We may also obtain the Information from publicly available sources such as the OTC Markets, Google, NASDAQ, NYSE, Yahoo, Bing, the Securities and Exchange Commission’s Edgar database or other available public sources.
We select the stocks we profile and / or pick as we are compensated to advertise them. If an investor relies solely on the Information in making an investment decision it is highly probable that the investor will lose most, if not all, of his or her investment. Investors should not rely on the Information to make an investment decision.
The source of our compensation varies depending upon the particular circumstances of the Campaign. In certain cases, we are compensated by the Profiled Issuers, third party shareholders, and / or other parties related to the Profiled Issuers such as officers and/or directors who will derive a financial or other benefit from an increase in the trading price and/or volume of a Profiled Issuer’s securities.
We make no warranty and / or representation about the Information, including its completeness, accuracy, truthfulness or reliability and we disclaim, expressly and implicitly, all warranties of any kind, including whether the Information is complete, accurate, truthful, or reliable and as such, your use of the Information is at your own risk. The Information is provided as is without limitation.
We are not, and do not act in the capacity of any of the following; as such, you should not construe our activities as involving any of the following: an independent adviser or consultant; a fortune teller; an investment adviser or an entity engaging in activities that would be deemed to be providing investment advice that requires registration either at the federal and / or state level; a broker-dealer or an individual acting in the capacity of a registered representative or broker; a stock picker; a securities trading expert; a securities researcher or analyst; a financial planner or one who engages in financial planning; a provider of stock recommendations; a provider of advice about buy, sell or hold recommendations as to specific securities; or an agent offering or securities for sale or soliciting their purchase.
There are numerous risks associated with each Profiled Issuer and investors should undertake a full review of each Profiled Issuer with the assistance of their financial, legal, and tax advisers prior to purchasing the securities of any Profiled Issuer.
We are not objective or independent and have multiple conflicts of interest. The Profiled Issuers and parties hiring us have conflicts of interest. Third parties that have hired us and own shares will sell these shares while we tell investors to purchase, and this selling of the Profiled Issuer’s securities will likely cause investors to suffer losses.
Our publication of the Information involves actual and material conflicts of interest including but not limited to the fact that we receive monetary compensation in exchange for publishing the (favorable) Information about the Profiled Issuers; and we do not publish any negative information, whatsoever, about the Profiled Issuers; in addition to the fact that while we do not own the Profiled Issuer’s securities, the third parties that hired us do, and intend to sell all of these securities during the Campaign while we publish favorable information that instructs investors to purchase, and this selling of the Profiled Issuer’s securities will likely cause investors to suffer losses.
We are not responsible or liable for any person’s use of the Information or any success or failure that is directly or indirectly related to such person’s use of the Information because we have specifically stated that the information is not reliable and should not be relied upon for any purpose. We are not responsible for omissions and / or errors in the Information and we are not responsible for actions taken by any person who relies upon the Information.
We urge Investors to conduct their own in-depth investigation of the Profiled Issuers with the assistance of their legal, tax and / or investment adviser(s). An investor’s review of the Information should include but not be limited to the Profiled Issuer’s financial condition, operations, management, products and / or services, trends in the industry and risks that may be material to the profiled Issuer’s business and other information he and his advisers deem material to an investment decision. An investor’s review should include, but not be limited to a review of available public sources and information received directly from the Profiled Issuers or from websites such as Google, Yahoo, Bing, OTC Markets, NASDAQ, NYSE, www.sec.gov or other available public sources.
We are providing you with this disclaimer because we are publishing advertisements about penny stocks. Because we are paid to disseminate the Information to the public about securities, we are required by the securities laws including Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 thereunder, and Section 17(b) of the Securities Act of 1933, as amended (the “Securities Act”), to specifically disclose my compensation as well as other important information, This information includes that we may hold, as well as purchase and sell, the securities of a Profiled Issuer before, during and after we publish favorable Information about the Profiled Issuer. We may urge investors to purchase the securities of a Profiled Issuer while we sell my own shares. The anti-fraud provisions of federal and state securities laws require us to inform you that we may engage in buying and selling of Profiled Issuer’s securities before, during and after the Campaigns.
Any investment in the Profiled Issuers involves a high degree of risk and uncertainty. The securities may be subject to extreme volume and price volatility, especially during the Campaigns. Favorable past performance of a Profiled Issuer does not guarantee future results. If you purchase the securities of the Profiled Issuers, you should be prepared to lose your entire investment. Some of the risks involved in purchasing securities of the Profiled Issuers include, but are not limited to the risks stated below.
We do not endorse, independently verify or assert the truthfulness, completeness, accuracy or reliability of the Information. We conduct no due diligence or investigation whatsoever of the Information or the Profiled Issuers and we do not receive any verification from the Profiled Issuer regarding the Information we disseminate.
If we publish any percentage gain of a Profiled Issuer from the previous day close in the Information, it is not and should not be construed as an indication that the future stock price or future operational results will reflect gains or otherwise prove to be advantageous to your investment.
The Information may contain statements asserting that a Profiled Issuer’s stock price has increased over a certain period of time which may reflect an arbitrary period of time, and is not predictive or of any analytical quality; as such, you should not rely upon the (favorable) Information in your analysis of the present or future potential of a Profiled Issuer or its securities.
The Information should not be interpreted in any way, shape, form or manner whatsoever as an indication of the Profiled Issuer’s future stock price or future financial performance.
You may encounter difficulties determining what, if any, portions of the Information are material or non-material, making it all the more imperative that you conduct your own independent investigation of the Profiled Issuer and its securities with the assistance of your legal, tax and financial advisor.
When 3rd parties that hire us acquire, purchase and / or sell the securities of the Profiled Issuers, it may (a) cause significant volatility in the Profiled Issuer’s securities; (b) cause temporary but unrealistic increases in volume and price of the Profiled Issuer’s securities; (c) if selling, cause the Profiled Issuer’s stock price to decline dramatically; and (d) permit themselves to make substantial profits while investors who purchase during the Campaign experience significant losses.
The securities of the Profiled Issuers are high risk, unstable, unpredictable and illiquid which may make it difficult for investors to sell their securities of the Profiled Issuers.
We may hire third party service providers and stock promoters to electronically disseminate live news regarding the Profiled Issuers, yet we have no control over the content of and do not verify the information that the Profiled Issuers and/or third party service providers publish. These third party service providers are likely compensated for providing positive information about the Issuer and may fail to disclose their compensation to you.
If a Profiled Issuer is a SEC reporting company, it could be delinquent (not current) in its periodic reporting obligations (i.e., in its quarterly and annual reports), or if it is an OTC Markets Pink Sheet quoted company, it may be delinquent in its Pink Sheet reporting obligations, which may result in OTC Markets posting a negative legend pertaining to the Profiled Issuer at www.otcmarkets.com, as follows: (i) “Limited Information” for companies with financial reporting problems, economic distress, or that are unwilling to file required reports with the Pink Sheets; (ii) “No Information,” which characterizes companies that are unable or unwilling to provide any disclosure to the public markets, to the SEC or the Pink Sheets; and (iii) “Caveat Emptor,” signifying buyers should be aware that there is a public interest concern associated with a company’s illegal spam campaign, questionable stock promotion, known investigation of a company’s fraudulent activity or its insiders, regulatory suspensions or disruptive corporate actions.
If the Information states that a Profiled Issuer’s securities are consistent with the future economic trends or even if your independent research indicates that, you should be aware that economic trends have their own limitations, including: (a) that economic trends or predictions may be speculative; (b) consumers, producers, investors, borrowers, lenders and/or government may react in unforeseen ways and be affected by behavioral biases that we are unable to predict; (c) human and social factors may outweigh future economic trends that we state may or will occur; (d) clear cut economic predictions have their limitations in that they do not account for the fundamental uncertainty in economic life, as well as ordinary life; (e) economic trends may be disrupted by sudden jumps, disruptions or other factors that are not accounted for in economic trends analysis; in other words, past or present data predicting future economic trends may become irrelevant in light of new circumstances and situations in which uncertainty becomes reality rather than predicted economic outcome; or (f) if the trend predicted involves a single result, it ignores other scenarios that may be crucial to make a decision in the event of unknown contingencies.
The Information is presented only as a brief snapshot of the Profiled Issuer and should only be used, at most, and if at all, as a starting point for you to conduct a thorough investigation of the Profiled Issuer and its securities. You should consult your financial, legal or other adviser(s) and avail yourself of the filings and information that may be accessed at www.sec.gov, www.otcmarkets.com or other electronic media, including: (a) reviewing SEC periodic reports (Forms 10-Q and 10-K), reports of material events (Form 8-K), insider reports (Forms 3, 4, 5 and Schedule 13D); (b) reviewing Information and Disclosure Statements and unaudited financial reports filed with the OTCMarkets.com; (c) obtaining and reviewing publicly available information contained in commonly known search engines such as Google; and (d) consulting investment guides at www.sec.gov and www.finra.org. You should always be cognizant that the Profiled Issuers may not be current in their reporting obligations with the SEC and the OTC Markets and/or have negative legends and designations at otcmarkets.com.