Last Updated – 7/1/2019
INVESTORS SHOULD READ THIS DISCLAIMER
Who owns and controls the website located at https://PennyStocks.com
The website located at http//www.PennyStocks.com (the Website) is owned by MIDAM Ventures, LLC., a Florida corporation. The Website, its owner, affiliates, control persons, directors, officers, employees and agents are hereafter collectively referred to as the “Publisher”, “we”, “us” or “ours”.
What do we do?
We are paid advertisers, also known as stock touts or stock promoters who disseminate favorable information (the “Information”) about publicly traded companies (the “Profiled Issuers”).
How is the Information published?
We publish the Information on the Website, in newsletters, audio, and live interviews featured reports message boards and email communications for specific time periods that are agreed upon between us and the Profiled Issuer. Our publication of the Information is known as a “Campaign”.
Will everyone receive the Information at the same time?
No. The Information may be sent to potential investors at different times that are minutes, hours, days or even weeks apart.
How is a potential investor impacted if they receive the Information later than other investors?
If the trading volume and price of a Profile Issuer’s securities increases after the Information is provided to an earlier group of investors, then subsequent investors will pay inflated prices for any securities of the Profiled Issuers that they purchase. This will likely result in the Profiled Issuers having trading losses.
What will happen when the Campaign ends?
Most, if not, all of the Profiled Issuers are penny stocks that are illiquid and whose securities are subject to wide variations in trading price and volume. During the Campaign the trading volume and price of the securities of each Profile Issuer will likely increase significantly. When the Campaign ends, the volume and price of the Profiled Issuer will likely decrease dramatically. As a result, investors who purchase during the Campaign and hold shares of the Profiled Issuer when the Campaign ends will likely lose most, if not, all of their investment.
Why do we publish only favorable Information?
We only publish favorable information because we are compensated to only publish favorable information.
Why don’t we publish negative information?
We don’t publish negative information because we are not paid to publish negative information. We are paid to publish only favorable information.
Is the Information complete, accurate, truthful or reliable?
The Information is 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 or reliable.
What we do not do.
We do not publish negative information about the Profiled Issuers. We do not verify or confirm any portion of the Information. We do not conduct any due diligence or research any aspect of the Information including the completeness, accuracy, truthfulness 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.
Where does the Information come from?
The Information is provided to us by the Profiled Issuers and/or the person who hires us. We may also obtain the Information from publicly available sources such as the OTC Markets, Google, NASDAQ, NYSE, the Securities and Exchange Commission’s Edgar database or other available public sources.
What will happen if an investor relies on the Information?
The Information is neither a solicitation to buy nor an offer to sell securities. The Information should not be used to make an investment decision or for trading or investment purposes. If an investor relies 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.
Who pays us to publish the Information?
The source of our compensation varies depending upon the particular circumstances of the Campaign. We are compensated by the Profiled Issuers, third party shareholders and 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.
The nature and amount of compensation we receive for publishing the Information about each Profiled Issuer and our ownership of each Profiled Issuer is set forth below under the heading captioned, “What we are compensated”.
What warranties do we make about the Information?
None. We make no warranty or representation about the Information including its completeness, accuracy, truthfulness or reliability and we disclaim, expressly and impliedly, 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.
Who is responsible if an investor relies on the Information?
The investor. 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. A person’s review and/or reliance upon the Information is at their own risk. We are not responsible for omissions or errors in the Information. We will not update the Information and we are not responsible for actions taken by any person who relies upon the Information.
What do we urge potential investors to do?
Investors should conduct their own in-depth investigation of the Profiled Issuers with the assistance of his or her legal, tax and investment advisors. An investor’s review of the Information should include but not be limited to the Profiled Issuer’s financial condition, operations, management, products or services, trends in the industry and risks that may be material to the profiled Issuer’s business and other information you and your advisors 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 you receive directly from the Profiled Issuers or from websites such as Google, OTC Markets, NASDAQ, NYSE, www.sec.gov or other available public sources.
Why is this Disclaimer being provided?
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 our compensation to you as well as other information including that we may hold, as well as purchase and sell the securities of a Profiled Issuer before, during and after we publish the Information about the Profiled Issuer. We may instruct investors to purchase the securities of a Profiled Issuer during the same time that we sell.
The anti-fraud provisions of state and federal securities laws require us to inform you that we will engage in buying and selling of Profiled Issuer’s securities before, during and after the Campaigns.
What we are not.
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 advisor or consultant;
- Providing investment advice;
- Acting in the capacity of an investment adviser or engaging in activities that would be deemed to be providing investment advice that requires registration either at the federal or state level;
- Broker-dealer activities or acting in the capacity of a registered representative or broker;
- Stock picker;
- Securities trading expert;
- Securities researcher or analyst;
- Financial planner or financial planning;
- Provider of stock recommendations;
- Provider of advice about buy and sell or hold recommendations as to specific securities; or
- Making an offer or sale of securities or solicitation to purchase securities.
What conflicts of interest do we have in publishing the Information?
We are not objective or independent and have multiple conflicts of interest. The Profiled Issuers and parties hiring us have conflicts of interest.
Our publication of the Information involves actual and material conflicts of interest including but not limited to the following:
- We receive monetary and/or securities compensation in exchange for publishing the (favorable) Information about the Profiled Issuers;
- We do not publish any negative information whatsoever about the Profiled Issuers;
- We may own a Profiled Issuer’s securities that we acquired from the Profiled Issuer, third parties or from our own open market purchases before, during or after the Campaign and we may sell these securities during the Campaign while publishing the (favorable) information that instructs investors to purchase. Our selling of a Profiled Issuer’s securities will likely cause investors to suffer losses;
- A short time after we acquire a Profiled Issuer’s securities, we may publish the (favorable) Information about the Profiled Issuer advising others, including you, to purchase; and while doing so, we may sell the Profiled Issuer’s securities we acquired during our public dissemination of the Information causing us to profit while you suffer a loss;
- Parties holding a Profiled Issuer’s securities including those who engage our services and/or compensate us will sell their shares of the Profiled Issuer while we are publishing the (favorable) Information.
What are some of the risks that investors should be aware of?
Any investment in the Profiled Issuers involves a high degree of risk and uncertainties and 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 includes, but is not limited to the risks stated below.
- The Information is not a solicitation or recommendation to buy, sell or hold securities and 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 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 is 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 the Campaign ends, the securities of a Profiled Issuer will decline dramatically.
- If the Information states that a Profiled Issuer’s securities are consistent with the future economic trends or even if your independent research indicates as such, 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 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 such economic trends analysis; in other words, past or present data predicting future economic trends may become irrelevant in light of fully new circumstances and situations in which uncertainty becomes reality rather than of predictive economic quality; or (f) if the trends involve a single result, it ignores other scenarios that may be crucial to make a decision in the event of unknown contingencies.
- The Information contains forward looking statements, i.e. statements or discussions that constitute predictions, expectations, beliefs, plans, estimates, or projections as indicated by such words as expects, will, anticipates, and estimates; therefore, you should proceed with extreme caution in relying upon such statements and conduct a full investigation of the Information and the Profiled Issuer as well as any such forward looking statements. Any forward looking statements we make in the Information are limited to the time period in which they are made and we do not undertake to update forward looking statements that may change at any time.
- 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 and to consult your financial, legal or other advisor(s) and avail yourself of the filings and information that may be accessed at www.sec.gov, www.otcmarkets.com or other electronic medium, 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 Pink Sheets or 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 the Profiled Issuers may not be current in their reporting obligations with the SEC and the OTC Markets and/or have negative signs at otcmarkets.com (See section below titled Risks Related to the Profiled Issuers, which provides additional information pertaining thereto).
- 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 even where such compensation is not disclosed by them.
- By reading the Information you agree to indemnify and hold us harmless from any liability for any claimed direct, indirect, incidental, punitive, or consequential damages pertaining to your receipt of the Information.
Risks Related to the Profiled Issuers
- We do not provide you with all of the risks related to the Profiled Issuers and to understand such risks you must conduct your own due diligence with the assistance of your legal, tax and investment advisor.
- Any investment in a Profiled Issuer’s securities is high risk. If you invest in the securities of a Profiled Issuer you could lose your entire investment.
- The continued operations and future prospects of a Profiled Issuer may be dependent upon receiving adequate financing which they may be unable to obtain.
- If a Profiled Issuer is an SEC reporting company, it could be delinquent (not current) in its periodic reporting obligations (i.e., in its quarterly and annual reports) or OTC Market’s Pink Sheet quoted company may be delinquent in its Pink Sheet reporting obligations as reported by the OTC Markets News Service’s or OTC Markets posting a negative sign pertaining to the Profiled Issuer at www.pinksheets.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) Pink Sheets – No Information, which indicates companies that are unable or unwilling to provide disclosure to the public markets, to the SEC or the Pink Sheets; and (iii) Caveat Emptor, signifying Buyer Beware 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.
- Often the Profiled Issuers are development stage companies with little or no operations, and their securities should be considered extremely speculative for investment purposes.
- The Profiled Issuers are negatively affected by the current economic downturn and may have a lack of adequate financing to meet their operating expenses, operational goals and expansion plans.
- The Profiled Issuers may have inadequate financing to pursue their operational plans and support their ongoing operations.
Risks Related to buying the securities of the Profiled Issuers
- The Information may recommend that investors purchase a Profiled Issuer’s shares while we sell securities of the same Profiled Issuer which will likely cause investors to suffer losses.
- We may receive free trading shares as compensation or we may acquire such shares in open market transactions before and during the Campaigns, and we may sell the shares we acquire at any time, even during the Campaigns while publishing the Favorable Information. When we sell the shares of the Profiled Issuers that we hold, the price at which investors can sell their shares will dramatically decrease and will likely cause investors to suffer trading losses.
- We may sell securities of the Profiled Issuers for less than target prices set forth in the Information, and we may profit by selling our securities during the Campaigns while investors encounter losses.
- The Information may instruct investors to buy a Profiled Issuer’s securities so that the person who hires and compensates us can sell their own shares which may cause you to suffer a loss of part or all of your investment.
- When we acquire, purchase 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 us 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.
- If we are compensated in improperly free trading securities of the Profiled Issuers, either directly or indirectly from persons who claim to be non-affiliates of such Profiled Issuer, we and the Profiled Issuer or third party could be subject to SEC Enforcement action, including allegations of an illegal distribution in violation of Section 5(a) and 5(c) of the Securities Act.
Are risks in this disclaimer the only risks investors should be aware of?
No. 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 adviser prior to purchasing the securities of any Profiled Issuer.
What we were paid. (last updated 7/1/2019)
Pursuant to an agreement between Midam Ventures LLC and RosCan Gold Corporation (ROS.V), Midam has been paid $100,000 by RosCan Gold Corporation (ROS.V) for a period from July 1, 2019 to November 1, 2019. We may buy or sell additional shares of RosCan Gold Corporation (ROS.V) in the open market at any time, including before, during or after the Website and Information, to provide public dissemination of favorable Information about RosCan Gold Corporation (ROS.V).