Emerging Markets Consulting, LLC ("EMC"), its principals, affiliates, representatives,
subcontractors or agents (hereafter referred to as "EMC" or "we" or "us")
prepare and/or assist others in preparing and publishing oral and written information on selected
companies (the "Profiled Company" ) and their securities (the "Securities") in
including but not limited to corporate and business profiles, alerts, summaries, reports, and
press releases (hereafter referred to as the "Information") through various methods, including
but not limited to: (a) double opt-in spam compliant emails; (c) mail and courier; (d) EMC's
website's at profiling the Profiled Company and otherwise through the worldwide web.
In certain cases, we are merely a distributor of such publications, i.e. a Profiled Company's press
release, in which case, as in all other situations, EMC conducts no review of said publications received
from any party such as an investor relations firm that directly contracts with a Profiled Company or a
third party shareholder. We do not conduct any due diligence whatsoever for any of our publications,
whether we act only as a distributor pursuant to an agreement with another publisher or investor
relations firm or directly contract with the Profiled Company or third party shareholder; rather,
we rely upon the information of the Profiled Company we receive from the Profiled Company or other
investor relations firm or third party shareholder, which similarly may not conduct any due diligence
upon the Information.
Many of the stocks of the Profiled Company qualify as "penny stocks" under the Securities and
Exchange Commission's ("SEC") penny stock rules and regulations because, among other
things, they have a price of less than $5.00 per share. Penny stocks are subject to material risks
that you should be acutely aware of, as detailed in the bulleted risk factor section presented below.
We are paid to publish the Information about companies that are quoted on the OTCBB, OTC Markets or
Pink Sheets or the American Stock Exchange or NASDAQ Small Cap and/or NASDAQ National Market.
We are paid for our services in either money or securities or a combination of cash and securities
compensation. The publicly traded companies or third party shareholders or other publishers or
investor relations firms that subcontract with us for the services that they have directly contracted
for with a publicly traded company or a third party shareholder pay us for our advertisements.
We are not independent and the Information published by us is and should be construed as a paid
advertisement. We do not conduct research or evaluate if the Information is true, accurate or complete.
We are not qualified to give you investment advice. The Information should not be construed as a
recommendation to purchase the securities of the Profiled Company or as providing any information
that may be construed as investment advice. We are not: (a) an investment advisor; (b) a stock picker;
(c) a securities trading expert; (d) a securities analyst; (e) a financial analyst; (f) one that
provides stock recommendations, price targets, buy recommendations, stock recommendations for
assembling a portfolio of stocks, represents that stocks are undervalued or providing advice about
buy and/or sell or hold recommendations as to specific securities; as such, any interpretation of
the Information that we furnish should not be construed in any of the foregoing manners.
Our advertisements involve an actual conflict of interest, since we receive compensation in the
very securities we are promoting and then sell the securities during our advertorial activities or
thereafter. The Profiled Company or investor relations firm or third party shareholder from whom
we receive compensation also has an actual conflict of interest since it or he or she pays us
securities compensation for advertising services and then may sell their own shares of the
Profiled Company while we are publishing the Information about the Profiled Company or its securities.
A Profiled Company or third party shareholder or another advertising or investor relations firm
that pays us for our advertising services also has a conflict of interest since they are paying us
compensation to advertise on their behalf for their own benefit.
The Information is disseminated to broker-dealers, members of the general public, readers of our
website, and the financial community (collectively the "Recipients") at the direction of the
Profiled Company or other investor relations firms or third party shareholders of the Profiled
Company or firm hired by the Profiled Company for which we provide subcontracting services or
through social media, including Facebook, Twitter, LinkedIn and blog spots. The Information
should only be used by as a beginning point for further investigation into the Profiled
Company and its securities because EMC: (a) only presents neutral or positive information
regarding the Profiled Company and its business; (b) does not present the risks or negative
aspects associated with the Profiled Company or its securities; and (c) the Information is
wholly inadequate to formulate any investment decision; as such we strongly advise against
making any investment decisions solely based on the Information. It is imperative that you
consult with your professional advisor, financial adviser, financial planner, registered
broker or attorney regarding the advisability of investing in any securities, especially
penny stocks. In addition, you should consult with government or other websites that are
available free of charge at www.sec.gov,
www.otcmarkets.com, Google, or other sources that
offer specific business and financial information about the Profiled Company, investment guides,
valuable information pertaining to penny stocks, penny stock frauds and penny stock investment
risks. Where applicable, you should review the quarterly (Form 10-Q) and annual (Form 10-K)
financial and disclosure reports available at www.sec.gov
by visiting said website and inserting
the name of the company you wish to inquire about under "Company Search". For those companies
that are not SEC reporting companies, you should review the quarterly and annual reports available
for your review at www.otcmarkets.com
Statements contained in the Information that are not historical facts are forward looking
statements that involve risks and uncertainties and may be identified by the use of terminology such as
"believes", "expects", "may", "will", or "should", or
"anticipates". Such statements should be read as being applicable to all related forward
looking statements wherever they appear in any of the Information. The actual results of a Profiled
Company's operations, financial condition or other aspects of its business could differ
materially from those discussed in the Information.
We do not make any implied or express warranties regarding the Information -- you should not solely
rely upon the Information; rather, again you should use the Information and/or its securities as
an initial introduction to the Profiled Company to initiate an investigation into a Profiled Company
through, among other sources, information and reports available at the above-listed websites.
EMC always receives compensation from the Profiled Company or third party shareholders of the
Profiled Company or third-party providers (i.e. another investor relations firm) 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 a Profiled Company. EMC regularly and
routinely sells its securities compensation before, during and after its dissemination of the
Information regarding the Profiled Company, most frequently during the dissemination of the
Information. You should be acutely aware that EMC repeatedly sells its stock compensation while it is
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 and often occur within
minutes, hours or days after EMC first disseminates the Information to the Recipients. EMC's
dissemination of the Information has resulted in the past and may in the future result in increases in
the Profiled Company's securities trading volume, enabling EMC to sell those Securities at a
profit. Additionally, EMC's sale of the Profiled Company's securities concurrently with
the dissemination of the Information, including the Profiled Company's profile, may enable
EMC to sell at a higher price for such shares, and may result in a diminished value to those buying
the Profiled Company's securities.
The Securities and Exchange Commission's regulations provide that "stock scalping", the
illegal practice of recommending that others purchase a security, while secretly selling the same
security, contrary to the purchase recommendations is in violation of the anti-fraud provisions
of the federal securities laws. We do not recommend that you purchase the securities of the
Profiled Company - we only introduce a company to the readers of our publications as a starting
point for investigating the securities and the Profiled Company through publicly available sources.
We do not conduct any independent analysis regarding a Profiled Company's Information.
We always disclose the compensation we receive in connection with our publications of the
Profiled Company. We do not provide price targets for the companies that we profile.
We do not act in the capacity of an investment advisor. We do not have control or
access over any securities brokerage accounts other than in our own name. We do not
verbally or in writing recommend that the readers of our publication open brokerage
accounts to purchase the securities of a Profiled Company or otherwise recommend that
they purchase the Profiled Company's securities. Nonetheless, you should be acutely aware that:
- Pursuant to an agreement between EMC and a Profiled Company, EMC always receives compensation
from the Profiled Company or third party shareholder or other investor relations firm in cash and/or
securities compensation of the Profiled Company for the services that EMC performs in connection with
preparation and/or dissemination of the Information.
- EMC regularly and routinely sells the Profiled Company's securities before, during and
after its dissemination of the Information regarding the Profiled Company (most frequently during the
dissemination of the Information), which may result in substantial profits to EMC;
- EMC may purchase shares of the Profiled Company before, during and after dissemination of the
Information disseminated by EMC, which may result in substantial profits to EMC;
- EMC's dissemination of the Information may result in increases in the Profiled Company's
securities total trading volume or in the purchase volume of the Profiled Company's securities,
enabling EMC to sell its Securities at a profit from the securities compensation it receives for
providing services involving publications of the Profiled Company.
- EMC's sale of the Profiled Company's securities concurrently with the dissemination
of the Information, including the Profiled Company's profile, may enable EMC to sell at a
higher price for such shares, and may result in a diminished value to those buying the
Profiled Company's securities as a result of EMC’s selling activities.
EMC does not express any opinions, recommendations or viewpoints regarding the Profiled
Company or the Securities, and has not conducted and due diligence of any data or
information contained in the Information. The Information is based solely upon data and
information provided by the Profiled Company or third party providers hired by a Profiled
Company, a primary distributor of the Information or in connection with subcontracting services
that we perform for other investor relations firms. EMC does not endorse, independently verify,
or assert the truthfulness, completeness, accuracy or reliability of the Information; as such,
the Information is presented in an "as is" format and the Recipients should not
rely on the data or information contained in the Information in making an investment decision
and should conduct their own research of the Profiled Company.
The Recipients should be especially cautious about any revenue predictions, projected revenues,
revenue expectations or any revenue estimates whatsoever (the "Revenue Projections" because:
(a) we conduct no due diligence whatsoever on whether the Revenue Projections have a
foundational basis and such information should be accepted by us on an "as is" basis; (b)
the Revenue Projections may not be in accordance with US Generally Accepted Accounting Principals
or SEC guidelines for projections; (c) the Revenue Projections may not contain required assumptions
upon which they are based or the assumptions lack a foundational basis for making such Revenue Projections,
i.e. based upon a projected agreement with a third party or an actual agreement with a third party, which in
of itself may lack or have any foundational basis; (d) we caution you to never use Revenue Projections as a
basis for considering an investment in the subject securities and to proceed with extreme caution regarding
the Revenue Projections; instead, only use all of the Information as a starting point for a thorough
investigation of the Profiled Company from publicly available sources and determine whether the Revenue
Projections have any foundational basis whatsoever; (e) beware and use extreme caution for any Revenue
Projections that fail to include the assumptions upon which they are based; (f) beware and use extreme
caution of Revenue Projections that fail to include an evaluation of the support for such assumptions
underlying the projections; (g) the Revenue Projections may be inherently unreliable because they are
subject to future events wherein a Profiled Company does not update the Financial Projections due to
events and circumstances that occur after said projections are released, which may materially and
negatively impact upon the Financial Projections; (h) if the Profiled Company is an SEC reporting
company the Financial Projections should be in accordance with standards released by the Public
Company Accounting Board, the SEC or standards established by the American Institute of Certified
Public Accountants, which often a Profiled Company fails to do; (I) beware of any Financial
Projections that fail to include disclosure of the basis of accounting used in preparing the
Financial Projections; (j) beware of any Financial Projections that are not prepared or do
not indicate whether they are prepared by an independent third party, rather than simply the
Profiled Company itself; (k) consult with your registered investment advisor, registered broker,
attorney, or financial advisor regarding any such Revenue Projections.
The Recipients should not assume that material changes have not occurred since the publication and/or
dissemination of in the Information. Again, each of the Recipients should consult with his or her
legal, accounting, tax and financial advisers regarding any investment in the Profiled Company or
its Securities and not rely solely upon the Information.
Use of the Information as well as any investment in micro-cap or penny stock securities is
subject to the following risks:
- EMC is not a registered investment advisor or registered securities broker dealer and no
information contained within the Information should be construed as investment advice or as a
solicitation to offer, purchase or sell the Securities; therefore, you should never use the
Information as the only basis upon which you make an investment decision and understand that the
use of our Information does not provide you with the benefits of receiving advice from a registered
investment adviser or registered representative or a broker or dealer and/or conducting an in-depth
investigation of a Profiled Company.
- EMC does not provide stock recommendations; as such, none of the Information should be
construed directly or indirectly or explicitly or impliedly, as stock recommendations and you
should rely upon your professional adviser regarding such matters, including your registered broker,
investment adviser or other qualified financial adviser.
- EMC does not endorse, independently verify or assert the truthfulness, completeness,
accuracy or reliability of the Information and conducts no due diligence whatsoever of the
- Penny stocks are subject to the SEC's penny stock rules, which may cause difficulties in
liquidating micro-cap securities;
- Penny stocks by their very nature involve a high degree of risk and may involve the
loss of one's entire investment.
- Energy, biotech, and other companies are subject to increased regulations, which subject
them to material costs and possible fines and liabilities.
- Because we may sell material amounts of the Securities during the dissemination of the
Information, shortly thereafter, or at anytime, our selling activities may negatively cause
price volatility, stock price declines and/or increased/decreased selling volume.
- Because we may purchase material amounts of the Securities in the open market before,
during or after the dissemination of the Information, such activities may cause price volatility,
stock price increases or declines or increased/decreased volume.
- Because we only present positive or neutral information regarding the Profiled Company and
do not provide negative information in our Profiles, it is all the more important that you
conduct further investigation of the Profiled Company, consult with outside sources (i.e.
and consult with your professional adviser. Additionally, because we only present selected
positive or neutral information, when conducting your investigation into the Profiled Company
and its securities you should determine what information is material or immaterial.
- Because EMC is a Shareholder of the Profiled Company, it has an inherent conflict of interest
with the Recipients, wherein EMC may favor their own interests over that of the Recipients in light
of the fact that EMC may be selling its own securities of the Profiled Company during its
publication and/or distribution of the Information or at anytime.
- The buying and selling of the Securities by EMC may negatively affect the volume or
price of the Securities, including price declines or price and volume volatility.
- Penny stock securities are often thinly traded, in which case you may have difficulties
in liquidating your securities.
- Penny stock securities by their very nature involve an extremely high degree of risk.
- Because the Securities are penny stocks they are subject to the Securities and Exchange
Commission's penny stock rules; as such, any investment in the Securities involves a high
degree of risk and it may be difficult for any investor or Shareholder to resell the Securities.
- An investment in the Profiled Company’s Securities could result in the loss of some or
all of an investment in the Profiled Company's Securities.
- The issuance of the Securities to EMC may cause shareholders and/or investors of the Profiled
Company to experience immediate and substantial dilution of their holdings and/or investments in the
- Future securities issuances to EMC for services may also result in a reduction of (i) the book
value or market price of the Profiled Company's securities, (ii) shareholder voting power; and
(iii) each shareholder's proportionate ownership of any Profiled Company.
- You should consider whether the Profiled Company is a development stage company or has little
or no operations or no revenues or assets, the conditions of which may increase the risk investment
level of investing in the Profiled Company.
- You should consider the financial condition of the Profiled Company in your analysis by
accessing such information from www.sec.gov or
www.otcmarkets.com; if such financial information
is unavailable from either one of these sites, the risk investment level of investing in any
such Profiled Company will be increased.
- Many of the companies are subject to numerous risks particular to the industry that they engage in.
- We conduct no due diligence whatsoever regarding: (a) the Issuer; (b) the third party
shareholder; and (c) the relationship, if any, between the third party shareholder and the Issuer;
- Our trading activities described above may cause: (a) significant
volatility in the Issuer's; (b) price declines from our selling activities; (c) an unrealistic
report of trading volume, without denoting publicly that we are the primary seller; (d) permit
us to make substantial profits while we are disseminating profiles or information about the issuer,
yet may result in a diminished value of the Profiled Company's Securities.
- We conduct no due diligence on the press releases or profiles we receive from OTC Markets News
Service or other publicly available source, nor do we conduct due diligence on any other
information we disseminate to the public.
- Penny stocks are subject to the SEC's penny stock rules and subject broker-dealers to
customer suitability rules and other requirements, which may lead to low volume in the
securities and/or difficulties in selling the shares.
- We do not assume any responsibility for forward-looking statements nor do we assume any
responsibility for updating forward-looking statements.
- Use of this information is at your own risk and is presented only on an "as is" basis -
in other words, you must conduct your own analysis of the risks associated with use of the Information,
including its accuracy or reliability.
- Many penny stocks are thinly traded, which may lead to difficulties in selling your securities
and extreme price volatility.
- Penny stock companies are often subject to extreme regulatory oversight in the industry that
they participate in.
- Penny stock companies are often subject to extreme competition and most frequently have
less brand name recognition, operational and personnel resources, technical resources, capital
resources, or financing sources.
- There is no "right time" to purchase or sell penny stocks or set of factors making
it advisable to purchase a Profiled Company's securities "now", since at any time
such stocks may be subject to price volatility, stock manipulation forces and other negative market forces.
- A Profiled Company may have negative signs on the
otcmarkets.com website that
indicate various risks of investing in that individual issuer, 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.
- The Issuer may be delinquent in its filings with the Securities and Exchange Commission or at
otcmarkets.com, which you will be able to determine
by accessing the websites at
- The stock price and trading volume of any Issuer that we advertise may increase significantly
as a result of our dissemination of the Information and then significantly decrease as a result
of our or others selling significant or massive quantities of an Issuer;
- Many penny stock companies are subject to risks pertaining to the development stage nature
of their business, including that they have failed to provide a proof of concept to their technology
or business or their business plan has little if any merit whatsoever.
- Many penny stock companies are in need of financing, which they may be unable to obtain on
favorable terms or at all.
- Our advertising activities may cause trading volume of a Profiled Company's securities to
temporarily increase by hundreds or thousands of percent, yet such trading volume may cease at any
- Our advertising activities may cause trading volume in Issuers to materially increase, yet
such trading volume may cease at any one time, especially if we cease disseminating Information
about the Issuers, which will cause difficulties in selling your securities or may be an
unrealistic indicator of interest in the Issuer's securities.
- The Information has no predictive value whatsoever of the future stock price of the Profiled
Company's securities or its ability to be successful in its business objectives.
- Should the SEC determine that inadequate information or irregularities have occurred with a
Penny Stock Issuer, they may issue a trading suspension, which will suspend trading in the Issuer's
securities and may for all intents and purposes permanently cease trading because broker-dealers
may not accept trades in that particular Issuer's securities.
- The press releases, issuer profiles and information we provide represent only a small amount
of information regarding the Issuer, which is insufficient to formulate an investment decision; as
such, that information should only be a starting point from which you conduct an in-depth investigation
of the issuer from available public sources, such as
and other available public sources; and
- You should conduct an in-depth investigation of the Profiled Company and its securities
from the above or any other credible available sources, especially because we only present
positive information and limited specific information which is an insufficient basis to invest in
any stock, yet alone a penny stock; accordingly, you should proceed with an investigation to determine,
among other things, information pertaining to the issuer's financial condition, operations,
business model, and risks involved in the issuer's business.
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 received or to be received directly or indirectly from an issuer,
underwriter, or dealer, must fully disclose the type of consideration (i.e. cash, free trading stock,
restricted stock, stock options, stock warrants) and the specific amount of the consideration. In
connection therewith, EMC has received the following compensation and/or has an agreement to receive
in the future certain compensation, as described below.
MagneGas Corporation paid EMC 83,333 restricted shares and 50,000 cashless warrants
exercisable at $1.17 and owes EMC 83,333 shares. MagneGas Corporation has renewed its
contract with EMC and has paid EMC $20,000.
EMC has been paid $30,000 for coverage of UEC from Lake Group Media.