Wall-Street.com® is an electronic publication providing information on select publicly traded companies. Companies profiled by Wall-Street.com® are for informational purposes only. Wall-Street.com® reserves the right to advise readers and has a history of advising readers. The information contained herein is not to be regarded as advice to make any particular investment. Information contained in any publication within this “website” should not be construed or regarded as an offer or solicitation to buy or sell any product or security. Data and information is provided for informational purposes only. Some of the profiles contained within this website will be paid advertisements. Please consult with a certified financial advisor before making any investment decisions. All information within this website should be independently confirmed before making an investment decision. Wall-Street.com® and any affiliates and information providers make no implied or express warranties on the information provided. Never invest in any stock featured on our site or promoted through any form of electronic communications unless you can afford to lose your entire investment.
As publishers of publicly disseminated information (the “Information”) pertaining to securities for which we receive monetary or securities compensation, we endeavor to comply with Section 17(b) of the Securities Act of 1933, by disclosing both in this Disclaimer and in our individual reports what are specific compensation is. Because we receive compensation for our dissemination of the Information (as disclosed below), often in the form of cash and/or shares of stock in the company, (the “Shares”), our publicly disseminated publications should not be regarded in any manner whatsoever as independent; rather, there is an inherent conflict of interest since in connection with the actual publishing of the Information, we may receive cash and/or securities compensation promoting the issuers and their securities that we are promoting and selling such securities during the publications or shortly thereafter or at anytime, wherein we may favor our own interests over our readers’ interests.
Readers of our Information are hereafter referred to as the “Readers” or the “Reader”.
Wall-Street electronically disseminates the Information on its Websites, in newsletters, featured reports and spam compliant double-opt in email communications pertaining to Profiled Companies’ (the “Issuer” or “Issuers” or “Profiled Company” or “Profiled Companies”), the securities of which are most frequently common stock shares quoted on the Over the Counter Bulletin Board (“OTCBB”), Pink Sheets, NASDAQ and New York Stock Exchange (“NYSE”) (collectively referred to as the “Securities”).
The Information is based on publicly available information, such as quarterly (with unaudited financial statements) and annual reports (with audited financial statements) filed with the Securities and Exchange Commission (“SEC”), quarterly and annual unaudited financial reports and Information and Disclosure Statements filed with the Pink Sheets, the Issuer’s website and information obtained through search engines such as Yahoo Finance, Market Watch and Business Wire. We synthesize the Information for our Readers solely as a starting point for further inquiry into the Issuer and its securities.
Wall-Street is not a registered investment advisor or registered securities broker dealer and the Information should not be construed in any manner, shape or form as investment advice, investment recommendations or opinions or viewpoints regarding the Profiled Company or its securities or as a solicitation to offer, purchase or sell the Profiled Company’s securities. Wall-Street does not endorse, independently verify or assert the truthfulness, completeness, accuracy or reliability of the Information and conducts no due diligence whatsoever of the Profiled Companies. Because the Information is presented on an “as is” basis, your use of the Information is at your own risk. Wall-Street disclaims, expressly and impliedly, all warranties of any kind, including those of merchantability and fitness for a particular purpose or whether the Information is accurate, reliable or free of errors. The Reader hereby indemnifies Wall-Street from any liability for any claimed direct, indirect, incidental, punitive, or consequential damages pertaining to the disseminated Information.
Statements contained in the Information that are not historical facts are forward looking statements that involve risks and uncertainties as indicated by words such as believes, expects, estimates, may, will or should or anticipates or similar expressions. These forward-looking statements may materially differ from the Issuer’s actual operational and financial results or its actual achievements, claimed or otherwise. Wall-Street does not undertake any responsibility whatsoever of these forward looking statements or any legal obligation whatsoever of updating the Information.
The Information is presented only as a brief “snapshot” of the Profiled Company and should only be used, at most, and if at all, as a starting point for Readers to conduct a thorough investigation of the Profiled Company and its securities, to consult with their financial, legal or other advisor(s) and avail themselves of filings and information at www.sec.gov, www.pinksheets.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; (c) obtaining and reviewing publicly available information contained in commonly known search engines such as Google; and (e) consulting investment guides at www.sec.gov and www.finra.com pertaining to the risks of investing in penny stocks.
In the end result, you must evaluate and bear all the risks associated with the Information, including reliance on its accuracy, completeness or usefulness. In all instances, the Reader should conduct further inquiry into the Profiled Company and its securities.
You should be acutely aware of the information contained in the section immediately below:
We always receive compensation from the third party shareholders in cash and/or compensation in the Securities in connection with preparation and dissemination of the Information, most frequently in the form of Securities in the name of the Profiled Companies. We regularly and routinely sell the Securities before, during and after its dissemination of the Information, most frequently during the dissemination of the Information. You should be acutely aware that we repeatedly sell the Securities while we are engaged (and most often so engaged) in the dissemination of the Information, as well as before and after such dissemination. Many such securities sales occur during the dissemination of the Information often within minutes, hours or days after we first disseminate the Information to the Readers. Our dissemination of the Information has resulted in the past and will in the future result in increases in the Profiled Company’s securities trading volume, enabling us to sell the Securities at a profit. Additionally, because we sell the Profiled Company’s securities concurrently with the dissemination of the Information, we may be able to sell at a higher price, which may result in a diminished value to those buying the Profiled Company’s securities.
The Profiled Companies are subject to possible risks, including but not limited to: (a) the Information pertains to penny stocks that are subject to the SEC’s penny stock rules and commonly involve a high degree of risk that may result in the loss of some or all of an investment in the Profiled Company’s securities; (b) some or a substantial number of the Issuers’ penny stock are thinly traded, which will lead to extreme price volatility and/or difficulties of selling the subject securities; (c) the SEC reporting issuer may be delinquent (not current) in its periodic reporting obligations (i.e., in its quarterly and annual reports) or the Pink Sheet quoted company may be delinquent in its Pink Sheet reporting obligations as indicated by Pink Sheets New Service’s posting a negative “sign” pertaining to the 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 the company’s fraudulent activity or its insiders, regulatory suspensions or disruptive corporate actions; (d) whether the Issuer is a development stage company with little or no operations, the securities of which should be considered extremely speculative for investment purposes; (e) our selling of an Issuer’s securities may cause its stock price to significantly decline, especially when such securities are thinly traded; (f) many companies that have their securities quoted on the OTCBB or Pink Sheets (as well as even Exchange listed companies) have been negatively affected by the current economic downturn and lack of adequate financing to meet their operational goals or expansion plans; (g) the percentage gain from the previous day close presented in our Websites as “Comparison Sector Companies” is not and should not be construed as any indication whatsoever of the future stock price of a Profiled Company’s securities or its operational results; (h) many of the energy related and other Profiled Companies are subject to increasing environmental and other governmental regulations, which subjects them to significant costs and possible fines and liabilities for failure to comply with applicable state and federal statutes; (i) we receive our compensation in free trading shares, which we have historically regularly sold and will sell immediately upon their receipt, as well as during the dissemination of such Information or within hours, days, weeks or months thereafter, or at any time– these sales may involve the sale of as much as tens or hundreds of millions of shares; as a result, our selling activities may or even will cause significant volatility in the Issuer’s stock price and/or significantly depress the Issuer’s stock price; (j) we have historically bought and sold and will continue to buy and sell the Shares in the open market before, during or after the dissemination of the Information or at any time, which will cause significant volatility in the Issuer’s stock price and/or significantly depress or increase the Issuer’s stock price; (k) the future success of many OTCBB and Pink Sheet quoted Issuers is dependent upon receiving adequate financing or raising sufficient capital, which they may be unable to obtain; (l) there is an inherent and actual conflict of interest that exists between our Readers’ interests and our interests because we: (i) receive the Shares as compensation for disseminating the Information and thereafter sell those Shares at any time for monetary gain, including at the same time the Information is being disseminated or shortly thereafter or at any time; and (ii) buy and sells the Profiled Company’s shares in the open market at the same time or before the Information is being disseminated or shortly after the dissemination of the Information or at any time; (m) we do not receive any direct verification from the Issuer regarding the Information; (n) a third party shareholder may have a potential or actual conflict of interest in paying Wall-Street for the dissemination of the publication while still holding the Issuer’s shares of common stock that he or she may sell after the third party shareholder has paid us with his or her shares; (o) the comparisons we provide in our Featured Reports under “Similar Companies in Sector” should not be interpreted in any shape, form or manner whatsoever as an indication of the Issuer’s future stock price or future financial performance since, among other reasons, such “comparison” companies trade on registered Exchanges such as the New York Stock Exchange and trade at stock prices that exceed thousands of percent higher than the companies that we profile; (p) Readers will encounter difficulties determining what information contained in our publications is material or non-material making it all the more imperative that the Readers conduct further investigation of the Profiled Company and its securities; (q) our Profiles and other Information regarding the profiled Issuers only present positive information, including comments regarding positive short term trading results, the interpretations of which are subject to various risks, including that short term trading results may result in positive or negative results and short term trading results ultimately defy exact, or even approximate predictable results of an Issuer’s long term trading results; (r) because our publications only report positive results, you should be acutely aware that there are a myriad of issues that you must investigate before proceeding with an investment decision based solely on such positive information (i.e. the Issuer’s financial condition, competition, business model, risks pertaining to the Issuer’s industry/business model); (s) because there is an inherent risk of making an investment decision based solely on the positive information presented herein, we urge you to conduct your own independent investigation through public sources (i.e. www.pinksheets.com, www.otcbb.com, www.sec.gov., www.finra.com, www.yahoofinance.com, Google, and other available public sources); (s) we pay cash consideration to independent third party Service Providers to electronically disseminate live news regarding the Issuer, information which we do not independently provide to the Service Provider or verify and upon which we have no control over; and (t) our employees post messages on their individual Twitter accounts on our behalf as a method of disseminating the Information; because the Information posted on a Twitter message is limited to only 140 characters, the Reader of the Twitter post should never use it in of itself as a means of conducting analysis into the Issuer, in other words, the information in the Twitter Post is simply too short to be of any useful nature and hence the Reader of the Twitter post should read the Information regarding the respective issuer on our Websites, and even then only as a starting point for further investigation; (u) please note that some of the stocks that we disseminate Information about are not stocks we have received any compensation for; (v) because we disseminate the Information about various issuers and their securities, the price and trading volume of such securities may increase by hundreds or thousands of percent from the positive information that we disseminate in our publications; we regularly and even often simultaneously or at anytime sell those same securities that result in stock price increases and volume increases for substantial profits, including the sale of millions of shares of our securities compensation and/or buying the same securities in the open market; (w) We do not hold ourselves out to the public as an investment adviser and do not otherwise act in the capacity of an investment adviser because: (i) we provide no financial planning type services to our Readers or any persons; (ii) we do not manage financial resources on behalf of any person, including financial management based upon analyzing individual “client” needs; (iii) we do not provide any person with general recommendations for a course of activity or specific actions to be taken by a person or “client”; (iv) we do not provide any advice to our Readers or any other persons recommending allocation of certain percentages of assets to stocks, penny stocks, life insurance, high yielding bonds, mutual funds, or other securities; (v) we do not provide any of our Readers or any persons with tax or estate plans to their individual needs; (vi) we do not advise our Readers or any other persons of the relative advantages and disadvantages of investing in securities generally or as to specifically traded securities; (vii) we do not advise our Readers to buy or sell or hold any specific securities that are discussed in our publications; (viii) we do not provide financial programs for our Readers or any other persons; because we do not engage in any of the foregoing activities, you should not interpret any of the Information even remotely as investment advice and moreover, if you seeking investment advice you should consult with a registered professional; (x) because we do not engage in the business of advising others as to the value of securities or the advisability of investing in, purchasing, or selling securities or otherwise acting in the capacity of an investment adviser or performing any of the activities referred to above in (i) – (viii), reading our publications alone (and for other reasons cited herein) should never be used as the sole basis for making an investment decision and we urge you to merely use the Information (if you find any such Information useful at all) as a springboard for further investigation, and to consult your investment or financial adviser, attorney or other counselor as to the advisability of taking any actions, including buying or the selling of securities.
Specific Compensation Disclosure
Section 17(b) of the Securities Act of 1933 requires that any person that uses the mails to publish, give publicity to, or circulate any publication or communication that describes a security in return for consideration or to be received directly or indirectly from an issuer, underwriter or dealer, must fully disclose the type and amount of consideration.
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