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Investing in General. Use caution when investing, and educate yourself at the websites of the Securities and Exchange Commission (“SEC”) at www.sec.gov and the Financial Industry Regulatory Authority (“FINRA”) at www.finra.org. Study the SEC’s policies regarding online newsletters at www.sec.gov/answers/newsltr.htm. Read the SEC advisory concerning Internet Stock Fraud, which can be found at www.sec.gov/consumer/cyberfr.htm. You can review the SEC’s EDGAR database to determine if a company in whose common stock you are considering investing, and especially a company appearing on our website or in our electronic newsletter, makes periodic filings with the SEC; and if it does, you should read such filings and make sure you thoroughly understand them, including without limitation the risk factors and financial statements (including the notes thereto) contained therein. Never invest more money than you can afford to lose in its entirety, because investing, and especially investing in the securities of the small companies SGNMediaGroup.com (the “Company”, “we”, “us” or “our”) profiles (as described below in “What We Do” and “Issuer Profiles”) is very speculative and fraught with an extremely high degree of risk; and you could lose your entire investment or a substantial amount thereof. You should consult a qualified, licensed financial advisor or stock broker before making any decisions to invest in the securities of any company that we profile.
We Do Not Give Any Investment or Other Advice. SGN Media Group. Inc is a Sales and Marketing company that owns electronic publication, and such publications are published for informational purposes only. We do not undertake or purport to render investment advice or recommendations or solicitations for the buying and selling of securities. We are not, and we do not hold ourselves out to be, a registered broker or dealer or investment advisor or other licensed professional engaged in any jurisdiction in the securities, money management or investment business or any aspect thereof. Our website and our free and subscription-based newsletters are not a solicitation to buy or sell securities.
What We Do. We publish profiles of certain small, publicly traded companies commonly known as “penny stocks.” For more information about penny stocks and their risks, see “Penny Stocks” below. In virtually all cases, the companies we profile (“Issuers”), shareholders of such Issuer, or third parties have engaged us or our affiliates specifically to prepare such profiles and publish them on our website and/or in our emailed newsletter. Each of these profiles that do appear on this website and/or in our emailed newsletter is for informational purposes only. No such profile is intended to be, and no such profile should be accepted by you as, a recommendation or solicitation to buy or sell the common stock or other securities of the Profiled Issuers. We and/or our affiliates are compensated for preparing and publishing each such approved profile, which creates for us a clear conflict of interest; however, we will not accept common stock of any Issuers as compensation. To comply with the applicable laws pertaining to such compensation, we disclose any and all such compensation in a separate “Compensation Disclosure” are appearing prominently within each newsletter, on our compensation page or, on the box accessible from each respective issuer page within our website, as the case may be.
Past performance of the common stock of Issuers we have profiled on this website and/or in our newsletter is not a guaranty or predictor of similar or better future performance of the common stock of the same or any other Issuer. The performance of the investments of other website members choosing to invest in the common stock of any Issuer profiled on this site and/or via our emailed newsletter is not an indication as to the future performance of the investments of anyone else.
Issuer Profiles. The purpose of the profiles we publish is to create awareness of the subject company. The information provided by a profile should be viewed only as a starting point to encourage a potential investor to conduct his or her own, or to have conducted on his or her behalf a, thorough, independent investigation of that company in order to form his or her own opinion regarding whether or not an Issuer is a potential investment opportunity suitable for him or her, especially because investing, and particularly investing in “penny stocks”, is very speculative and involves an extremely high degree of risk. As discussed in more detail below under “Compensation,” we and/or our affiliates are compensated for profiling companies on our website and/or in our emailed newsletter. Such compensation is generally solely limited to monetary compensation. Unless otherwise disclosed, we do not accept common stock of Issuers as payment for our services. To comply with the applicable laws pertaining to such compensation, we disclose any and all such compensation in a separate “Compensation Disclosure” appearing prominently within each newsletter, on our compensation page or, on the box accessible from each respective issuer page within our website, as the case may be.
The profiles we publish are compiled from information provided by the Issuer and/or from publicly available information (as specified in the profile), which include, but are not limited to, free online research, magazines, newspapers, reports filed with the SEC or information furnished to PinkSheets.com, and press releases. Factual statements made by an Issuer (in any public statements) are made as of the date stated and are subject to change without notice. Because virtually all information relied upon by us in preparing an Issuer profile comes from the Issuer itself or a public source (which has been made public directly from the Issuer), the information is not confirmed with a second source. We do not in any way represent, warrant or guaranty (a) that the information we obtain and publish is free from mistakes, errors, or material misstatements or omissions required to make the same not misleading or (b) that this information is current or timely or, if it was current and accurate when first published, that it continues to be accurate. However, we do not knowingly provide inaccurate information on our website or in any of our newsletters.
Risks Relating to Investing in “Penny Stocks.” Trading in the common stock of the Issuers we profile is subject to material limitations as a consequence of regulations which limit the activities of broker-dealers effecting transactions in “penny stocks.”
As defined in Rule 3a51-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a “penny stock” is common stock which (i) is not listed on any national securities exchange or The NASDAQ Stock Market, (ii) has a market price of less than $5.00 per share, and (iii) its issuer has net tangible assets less than $2,000,000 (if the issuer has been in business for at least three (3) years) or $5,000,000 (if the issuer has been in business for less than three (3) years). Rule 15g-9 promulgated under the Exchange Act imposes limitations upon trading activities in “penny stocks,” which makes selling the common stock of an Issuer more difficult compared to selling securities which are not “penny stocks.” Rule 15a-9 restricts the solicitation of sales of “penny stocks” by broker-dealers unless the broker first (i) obtains from the purchaser information concerning his financial situation, investment experience, and investment objectives, (ii) reasonably determines that the purchaser has sufficient knowledge and experience in financial matters that the person is capable of evaluating the risks of investing in “penny stocks”, and (iii) delivers and receives back from the purchaser a manually signed written statement acknowledging the purchaser’s investment experience and financial sophistication. Rules 15g-2 through 15g-6 promulgated under the Exchange Act require broker-dealers who engage in transactions in “penny stocks” first to provide their customers with a series of disclosures and documents, including (i) a standardized risk disclosure document identifying the risks inherent in investing in “penny stocks”, (ii) all compensation received by the broker-dealer in connection with the transaction, (iii) current quotation prices and other relevant market data, and (iv) monthly account statements reflecting the fair market value of the securities. Furthermore, there can be no assurance that any broker-dealer which provides quotations for a penny stock will continue to do so, and the loss of any such broker-dealer likely would have a material adverse effect on the market price of that stock.
“Penny stocks” are typically quoted for trading on the OTCPinks, OTCQX, OTCQB and the OTCBB. Trading in “penny stocks,” especially those quoted on the OTCPinks, is often thin and characterized by wide fluctuations in trading prices, with limited trading activity. In the event that an active trading market for a particular penny stock commences, there can be no assurance that such a trading market will provide liquidity to investors or will be sustained for more than a very short period of time. The OTCPinks, OTCQX, OTCQB and the OTCBB are not stock exchanges, and trading of securities on the OTCPinks, OTCQX, OTCQB or the OTCBB is often more sporadic than the trading of securities listed on a quotation system such as the NASDAQ Stock Market or a stock exchange such as the American Stock Exchange.
Companies whose securities are quoted for trading on the OTCQB and OTCBB must be reporting issuers under Section 12 of the Exchange Act and must be current in their reports pursuant to the Exchange Act, in order to maintain price quotation privileges on the OTCQB and OTCBB. There is no such reporting requirement for OTCPinks or OTCQX quoted companies.
Accordingly, there can be no assurance as to the liquidity of any present or future markets that may develop for the common stock of any “penny stock” Issuer we profile or that you will be able to sell such a “penny stock” at the time or at the price at which you wish to do so, if at all.
Our Newsletter Compensation. In virtually all cases, we receive monetary compensation to profile, feature and otherwise create awareness of an Issuer listed on one of our website and/or newsletters, pursuant to an agreement with us or one of our affiliates to provide investor relation services including promotional services that consist of the placement of the Issuer on our website and/or in our free and/or subscription newsletters. Such compensation typically is paid to us (or our affiliates) before we render our services by either the Issuer, one of its shareholders or third parties; and the identity of the payor for our services is specifically set forth on our compensation page. Such compensation is generally monies. Unless otherwise specifically disclosed, we do not accept common stock of any Issuer as compensation. The specific compensation and amount paid with respect to each Issuer profile is set forth prominently within each newsletter, on our compensation page or, on the box accessible from each respective issuer page within our website, as the case may be. You should assume that if a third party has engaged us in connection with a profile, such third party owns shares of the issuer AND may sell such shares in the public market, and that the sale of such shares may negatively impact the market price for the shares of a profiled company.
Release of Liability. Through viewing or using our website you agree to hold us and our affiliates and employees harmless and to completely release us and them from any and all liability due to any and all loss (monetary or otherwise), damage (monetary or otherwise), or injury (monetary or otherwise) that you may incur.
FORWARD LOOKING STATEMENTS: OUR WEBSITE AND NEWSLETTERS CONTAIN INFORMATION THAT INCLUDES OR IS BASED UPON FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE SECURITIES LITIGATION REFORM ACT OF 1995 (SECTION 27A OF THE SECURITIES ACT OF 1993 AND SECTION 21E OF THE EXCHANGE ACT), INCLUDING STATEMENTS REGARDING EXPECTED CONTINUAL GROWTH OF AN ISSUER, ITS EARNINGS POTENTIAL AND THE VALUE OF ITS SECURITIES. YOU CAN IDENTIFY THESE STATEMENTS BY THE FACT THAT THEY DO NOT RELATE STRICTLY TO HISTORICAL OR CURRENT FACTS. THEY ARE EXPECTATIONS OR FORECASTS OF FUTURE EVENTS, AND ALSO THEY USE WORDS SUCH AS “ANTICIPATE,” “ESTIMATE,” “EXPECT,” “PROJECT,” “INTEND,” “PLAN,” “BELIEVE,” AND OTHER WORDS AND TERMS OF SIMILAR MEANING, OFTEN IN CONNECTION WITH A DESCRIPTION OF POTENTIAL EARNINGS OR FINANCIAL OR OTHER PERFORMANCE. Forward-looking statements involve risk and uncertainties that may affect an Issuer’s actual results of operation. Factors that could cause actual results to differ include the size and growth of the market for the company’s products or services, the company’s inability to fund its capital requirements in both the near term and in the long term, pricing pressures, unforeseen and/or unexpected events.
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