Rainmaker Group Consulting, LLC ("RGC"), its principals, affiliates, representatives, subcontractors or agents (hereafter referred to as "RGC" 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 various contexts, 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) RGC'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, RGC 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 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.
RGC 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 RGC first disseminates the Information to the Recipients. RGC'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 RGC to sell those Securities at a profit. Additionally, RGC's sale of the Profiled Company's securities concurrently with the dissemination of the Information, including the Profiled Company's profile, may enable RGC 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 RGC and a Profiled Company, RGC 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 RGC performs in connection with preparation and/or dissemination of the Information.
- RGC 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 RGC;
- RGC may purchase shares of the Profiled Company before, during and after dissemination of the Information disseminated by RGC, which may result in substantial profits to RGC;
- RGC'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 RGC to sell its Securities at a profit from the securities compensation it receives for providing services involving publications of the Profiled Company.
- RGC's sale of the Profiled Company's securities concurrently with the dissemination of the Information, including the Profiled Company's profile, may enable RGC 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 RGC’s selling activities.
RGC 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. RGC 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.
Individuals 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:
- RGC 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.
- RGC 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.
- RGC 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 Company.
- 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.
- We may purchase Securities of the Profiled Company prior to their
securities becoming publicly traded, which we may later sell publicly
before, during or after our dissemination of the Information, and make
- 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. www.sec.gov) 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 RGC is a Shareholder of the Profiled Company, it has an inherent conflict of interest with the Recipients, wherein RGC may favor their own interests over that of the Recipients in light of the fact that RGC 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 RGC 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 RGC may cause shareholders and/or investors of the Profiled Company to experience immediate and substantial dilution of their holdings and/or investments in the Profiled Company
- Future securities issuances to RGC 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 orwww.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 â€“ 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 www.sec.gov or www.otcmarkets.com.
- 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 one time;
- 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 www.sec.gov, www.otcmarkets.com, yahoofinance.com,www.google.com 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.