FURTHER INFORMATION
THE SECURITIES BEING SOLD TO YOU HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION. MOREOVER, THE SECURITIES AND EXCHANGE COMMISSION HAS NOT PASSED UPON THE FAIRNESS OR THE MERITS OF THIS TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN ANY PROSPECTUS OR ANY OTHER INFORMATION PROVIDED BY AN ISSUER OR A BROKER OR DEALER.
Generally, penny stock is a security that:
● ● Is priced under five dollars;
● ● Is not traded on a national stock exchange or on NASDAQ (the NASD's automated quotation system for actively traded stocks);
● ● May be listed in the "pink sheets" or the NASD OTC Bulletin Board;
● ● Is issued by a company that has less than $5 million in net tangible assets and has been in business less than three years, by a company that
has under $2 million in net tangible assets and has been in business for at least three years, or by a company that has revenues of $6 million
for 3 years.
Use Caution When Investing in Penny Stocks
1. Do not make a hurried investment decision. High-pressure sales techniques can be a warning sign of fraud. The salesperson is not an
impartial advisor, but is paid for selling stock to you. The salesperson also does not have to watch your investment for you. Thus, you
should think over the offer and seek outside advice. Check to see if the information given by the salesperson differs from other information
you may have. Also, it is illegal for salespersons to promise that a stock will increase in value or is risk-free, or to guarantee against loss. If
you think there is a problem, ask to speak with a compliance official at the firm, and, if necessary, any of the regulators refereed to in this
statement.
2. Study the company issuing the stock. Be wary of companies that have o operating history, few assets, or no defined business purpose.
These may be sham or "shell" corporations. Read the prospectus for the company carefully before you invest. Some dealers fraudulently
solicit investors' money to buy stock in sham companies, artificially inflate the stock prices, then cash in their profits before public investors
can sell their stock.
3. Understand the risky nature of these stocks. You should be aware that you may lose part or all of your investment. Because of large
dealer spreads, you will not be able to sell the stock immediately back to the dealer at the same price it sold the stock to you. In some
cased, the stock may fall quickly in value. New companies, whose stock is sold in an "initial public offering," often are riskier investments.
Try to find out if the shares the salesperson wants to sell you are part of such an offering. Your salesperson must give you a "prospectus" in
an initial public offering, but the financial condition shown in the prospectus of new companies can change very quickly.
4. Know the brokerage firm and the salespeople with whom you are dealing. Because of the nature of the market for penny stock, you
may have to rely solely on the original brokerage firm that sold you the stock for prices and to buy the stock back from you. Ask the
National Association of Securities Dealers, Inc. (NASD) or your state securities regulator, which is a member of the North American
Securities Administrators Association, Inc. (NASAA), about the licensing and disciplinary record of the brokerage firm and the salesperson
contacting you. The telephone number if the NASD and NASAA are listed on the first page of this document.
5. Be cautious if your salesperson leaves the firm. If the salesperson who sold you the stock leaves his or her firm, the firm may reassign
your account to a new salesperson. If you have problems, ask to speak to the firm's branch office manager or a compliance officer.
Although the departing salesperson may ask you to transfer your stock to his or her new firm, you do not have to do so. Get information on
the new firm. Be aware of requests to sell your securities when the salesperson transfers to a new firm. Also, you have the right to get your
stock certificate from your selling firm. You do not have to leave the certificate with that firm or may other firm.