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Gold/Mining/Energy | Plastics to Oil - Pyrolysis and Secret Catalysts and Alterna

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To: scion who wrote (25413)	6/2/2012 3:45:21 PM
From: scion	of 34118

Schedule 13D Schedule 13D is commonly referred to as a “beneficial ownership report.” The term "beneficial owner" is defined under SEC rules. It includes any person who directly or indirectly shares voting power or investment power (the power to sell the security). When a person or group of persons acquires beneficial ownership of more than 5% of a voting class of a company’s equity securities registered under Section 12 of the Securities Exchange Act of 1934, they are required to file a Schedule 13D with the SEC. (Depending upon the facts and circumstances, the person or group of persons may be eligible to file the more abbreviated Schedule 13G in lieu of Schedule 13D.) Schedule 13D reports the acquisition and other information within ten days after the purchase. The schedule is filed with the SEC and is provided to the company that issued the securities and each exchange where the security is traded. Any material changes in the facts contained in the schedule require a prompt amendment. The schedule is often filed in connection with a tender offer. You can find the Schedules 13D for most publicly traded companies in the SEC’s EDGAR database. You can learn how to use EDGAR to find information about companies. You can find an HTML version of the Schedule and download a PDF version for easier printing. sec.gov

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To: MorningLightMountain who wrote (25415)	6/2/2012 7:17:46 PM
From: oldnsalty	of 34118

Excellent! On point and I remember it well! We could never explain exactly what Pike might have been thinking or doing.....I'm sure you recall that there were a number of folks who figured him to have somehow shorted his position into profitability without any further explanation. However, in his case, he had previously blown a couple other big dollar investments so it was reasonable to think that he just screwed up. Occam's razor. Certainly could be the case here. The aspect in common appears to be a convincing charlatan, although that term suggests to me a certain visual appeal that wouldn't seem to apply in either case. Kinda scary, actually.

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From: zzzogly	6/4/2012 6:45:26 AM
	of 34118

This article was pointed out to me by LR. The court said it was okay for PIPE investors to short a number shares equal to what they had purchased through their PIPE investment, and then cover their short positions at a later time when a registration statement allowed them to trade their shares. The PIPE investors were thus able to hedge their position, and immediately profit on the difference between their PIPE price and market price. [The PIPE investors did settle with the SEC on another claim against them for insider trading, since they shorted their shares prior to the PIPE being publicly announced: sec.gov Seems like it would be legal and profitable then, if one waited until after the PIPE was announced before shorting their PIPE shares.] business.cch.com " (The news featured below is a selection from the news covered in SEC Today, which is distributed to subscribers of SEC Today.) SEC Claim Against Hedge Fund Manager for PIPEs Registration Violation Fails In an SEC enforcement action, a federal judge has ruled that a hedge fund manager and the managed funds did not violate 1933 Act registration provisions in connection with PIPEs transactions. The SEC did not state a plausible claim against the fund manager and the funds for distributing unregistered securities or for fraud arising from the distribution of unregistered securities. These claims were dismissed with prejudice. However, an insider trading claim against the fund manager and the funds was permitted to proceed (SEC v. Lyon, et al., SD NY, 06 Civ. 14338, January 2, 2008). The SEC alleged that the distribution of unregistered securities was unlawful based on the assumption that the shares ultimately used to cover a short sale were deemed to have been sold when the underlying short sale was made. The court found that assumption unwarranted. The fund manager and the funds participated in at least 36 PIPEs transactions. PIPEs securities are generally issued pursuant to a nonpublic offering exemption from the registration requirements of the 1933 Act that allows the shares to be sold privately. In order to ensure the applicability of one of these exemptions, the PIPEs issuers require investors to pledge that they will refrain from immediately redistributing their PIPEs shares to the public. Each PIPEs securities purchase agreement contained a provision requiring investors to represent that they were purchasing the securities for their own account and without any present intention of distributing the securities. The hedge fund manager signed these securities purchase agreements in connection with the PIPEs transactions. Once issued, PIPEs shares are considered restricted and cannot be publicly traded until the issuer files and the SEC declares effective a resale registration statement. In the interim between the acquisition of the restricted shares and the effective date of the corresponding resale statements, PIPEs investors often hedge their investments by selling short the PIPEs issuer's publicly traded securities. The funds hedged all but one of their PIPEs investments by executing short sales that fully hedged or hedged as much as possible their PIPEs positions. When the funds shorted the PIPEs issuers' publicly traded stock, no resale registration statement was in effect for the corresponding PIPEs shares and no registration exemption applied to those shares. In order to cover their short positions, the funds waited until the SEC declared a PIPEs resale registration statement effective and then used their formerly restricted PIPEs shares to close out their short positions. The SEC said that the fund manager and the funds falsely made these representations because they planned to distribute the PIPEs securities through short selling and by covering with the PIPEs shares in violation of section 5. The court rejected the SEC's position and noted that the funds' representations were not false because their short sales did not constitute a distribution under the 1933 Act, so they did not misrepresent their investment intentions. The short sales did not violate section 5, according to the court, so the funds' alleged intention to short the PIPEs issuers' publicly traded securities did not undermine their pledge of compliance with section 5. Under the SEC's theory, defendants unlawfully sold PIPEs shares to the public via an unregistered three-step distribution. First, defendants bought PIPEs shares issued by publicly traded companies that were restricted from being sold publicly. Next, they sold short the PIPEs issuers' public shares prior to the effective date of a resale registration statement for the PIPEs shares. Finally, after the resale registration statements for the PIPEs shares became effective, defendants "covered" their short positions with those PIPEs shares. The delivery of once-restricted PIPEs shares to close a short position did not convert the underlying short sale into a sale of PIPE shares, according to the court, since securities used to close a short position are not sold or offered for sale at the time when a short sale is made. This holding effectively rejects the SEC's contention that PIPEs shares were sold or offered for sale by the funds when they transacted their short sales in favor of the funds' position that publicly traded shares were offered and sold through those trades. With regard to the insider trading claim, the SEC stated a plausible claim that the hedge fund manager and the funds were bound by a duty of confidentiality based on a confidential relationship with four PIPEs issuers. The SEC alleged that a purchase agreement and offering materials required investors to keep the information conveyed in connection with the offerings confidential."

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From: SteveF	6/4/2012 8:42:29 AM
	of 34118

Oil plunges to 8-month low on weak US jobs report Oil plunges to 8-month low below $82 in Europe as weak US jobs report rattles markets Associated PressBy Pablo Gorondi, Associated Press \| Associated Press – 33 minutes ago The price of oil plunged to eight-month lows below $82 a barrel on Monday as a weak U.S. jobs report sparked a global selloff in stocks and commodities. By early afternoon in Europe, benchmark oil for July delivery was down $1.08 to $82.15 per barrel in electronic trading on the New York Mercantile Exchange. Earlier in the session, the contract briefly traded at $81.21, the lowest since October, while on Friday it lost $3.30. In London, Brent crude for July delivery was down $1.70 at $96.73 per barrel on the ICE Futures exchange, the lowest since January 2011. The Labor Department said Friday that employers in the U.S. added just 69,000 jobs in May, the fewest in a year and well below what economists expected. The unemployment rate rose for the first time since last June, up to 8.2 percent from 8.1 percent. Energy trader and consultant The Schork Group in a report to clients called the employment report "mind-numbingly bad". It was the third month in a row that U.S. jobs growth has disappointed, suggesting the economy is slowing and oil demand will likely increase less than expected this year. Crude has plummeted 23 percent in the last month amid signs of weak global economic growth. As Europe struggles to contain its debt crisis, signs of sputtering Chinese growth have coupled with a faltering U.S. recovery to undermine investor confidence. Oil traders often look to global stock markets as a barometer of overall investor sentiment, and Asian and European equities were mostly lower Monday after the Dow Jones industrial average plunged 2.2 percent Friday. Sustained lower crude prices should eventually bring down the cost of oil products such as gasoline, freeing up cash for consumer spending. The slump in commodities prices should also ease global inflation pressure and give policymakers more leeway for fiscal or monetary stimulus measures. "The recent drop in commodity prices acts as a monetary lever loosening conditions," said Sean Darby, a strategist with Jefferies Group. "In particular, this will benefit emerging markets which should be able to cut interest rates further." A stronger dollar also contributed to the drop in oil prices by making crude more expensive for traders using other currencies. On Monday, the euro was down to $1.2420 from $1.2424 late Friday in New York. The dollar rose to 78.10 yen from 78.08 yen. "Poor economic data from the U.S. and China, plus the sovereign-debt crisis in the eurozone, are causing the U.S. dollar to appreciate and are putting equity and therefore also commodities markets under pressure," said analysts at Commerzbank in Frankfurt. "In the near future there is no end in sight to the downward spiral." In other energy trading, heating oil was down 3.48 cents at $2.5931 per gallon while gasoline futures fell 3.11 cents at $2.6257 per gallon. Natural gas gained 5.5 cents at $2.381 per 1,000 cubic feet. finance.yahoo.com

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To: MorningLightMountain who wrote (25416)	6/4/2012 8:54:20 AM
From: scion	of 34118

ps. It's not at all clear to me exactly how the share count went up from 13,428,750 to 14,178,750. In fact, it's not clear to me how we got there from here: "Pursuant to the Subscription Agreements, the Issuer agreed to issue and sell to the Reporting Persons an aggregate of 11,985,000 shares of Common Stock at a purchase price of $0.80 per share" Maybe I'm just not trying hard enough or maybe an amended Form D would help. kezzek Monday, June 04, 2012 7:37:05 AM Re: loanranger post# 185741 Post # of 185750 Then again, why ruin a perfect record by reporting timely and accurately with the SEC ? investorshub.advfn.com loanranger Monday, June 04, 2012 7:24:38 AM Re: Rawnoc post# 185734 Post # of 185750 "Actually it was reported right here: otcmarkets.com On May 18, 2012, the Company increased the maximum offering amount of its private placement previously reported in the Company’s Current Report on Form 8-K, dated May 15, 2012, and consummated the sale of 1,097,500 additional shares (“Shares”) of its common stock to “accredited investors” for additional gross proceeds of $878,000. As a result of the increased offering amount and additional sales, the total number of Shares sold in the private placement was 13,428,750 Shares and the gross proceeds of the private placement were $10,743,000. The offering was terminated immediately following the closing of these sales. " Yes, the company did say that. Then, in a 6/1 filing, we saw this: "Item 4. Purpose of Transaction. Between May 15, 2012 and May 30, 2012, the Issuer entered into Subscription Agreements (the “Purchase Agreements”) with several “accredited investors,” including the Reporting Persons (collectively, the “Purchasers”) in connection with a private placement of shares (the “Shares”) of Common Stock. Pursuant to the Purchase Agreements, the Issuer sold to the Purchasers an aggregate of 14,178,750 Shares at a purchase price of $0.80 per Share for aggregate gross proceeds to the Issuer of $11.3 million. The Reporting Persons purchased 12,610,000 of the 14,178,750 Shares at an aggregate purchase price of $10,088,000. As a condition to the closing of the transactions contemplated by the Purchase Agreements, the Purchasers required John W. Bordynuik to enter into a letter agreement, dated as of May 15, 2012 (“Letter Agreement”), pursuant to which Mr. Bordynuik made certain agreements regarding the voting of his shares of Common Stock and his one million shares of the Issuer’s Series A super majority voting preferred stock, $0.01 par value per share (the “Series A Preferred”). Mr. Bordynuik is the current Chief of Technology of the Issuer and the former President and Chief Executive Officer of the Issuer." So they said "The offering was terminated immediately following the closing of these sales" and then proceeded to sell some more shares, if I'm reading that correctly. That certainly doesn't seem to be evidence of "oversubscribing to the point of JBII cutting them off". In any case, the question remains........and I'm not 100% certain of the answer: Shouldn't they be filing an amended Form D for the increased offering and oversusbscriptions to the original? ps. It's not at all clear to me exactly how the share count went up from 13,428,750 to 14,178,750. In fact, it's not clear to me how we got there from here: "Pursuant to the Subscription Agreements, the Issuer agreed to issue and sell to the Reporting Persons an aggregate of 11,985,000 shares of Common Stock at a purchase price of $0.80 per share" Maybe I'm just not trying hard enough or maybe an amended Form D would help. sec.gov investorshub.advfn.com

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