A. Securities Laws Matters: General Disclosure/Specific Compensation Disclosure/Forward-Looking Statements:
General Disclosure. Our website, emails, mailed correspondence, phone calls, text messages, social media messages, news stories, advertisements or publications/posts on stock and investor message boards or stock market portals, as well as other communications not listed here (“Communications”) from Wall Street Profit Search, Inc. (“WSPS”) feature special situations (“The Profiled Company”) for which we receive compensation from either issuers or non-affiliated shareholders. Additionally, we may hold an interest in shares of the Profiled Company and intend to sell these shares as the market permits before, during and after the time during which we feature or promote the Profiled Company.
WSPS also provides general market commentary and opinions on other stocks or market sectors for which we receive no compensation from the issuer or third party, non-affiliated shareholders (“Other Situations”). However, insomuch as the goal of this activity is to increase the subscriber and readership base of WSPS as it relates to fees earned on Profiled Companies by WSPS (both directly and indirectly), we do receive compensation for providing this service and at no point should our Communications regarding Other Situations be regarded as “free” or without motive for profit.
Accordingly, our Communications are paid advertisements for which we have been compensated and are neither offers nor recommendations to buy or sell any security. Concerning Communications for Profiled Companies, we may have been hired by either the Profiled Company, third party shareholder(s) or other entities or individuals, or some combination thereof with an interest in generating market awareness for the Profiled Company and increased trading activity and liquidity in the Profiled Company’s stock. The actual Profiled Company may or may not have compensated WSPS or any other individual or entity for the production of the Communications, and may or may not have endorsed and/or been involved in its production. For information regarding the compensation of WSPS specific to each Profiled Company see “Specific Compensation Disclosure” below.
Communications regarding Other Situations and Profiled Companies are compiled from sources we believe are reliable including the public company’s website, SEC filings and news releases and other publicly available information; however, such reliability cannot be guaranteed and investors should not rely on the information contained herein. Because we receive compensation for WSPS’s profiling of Profiled Companies and dissemination of the information, our publications should not be regarded in any manner whatsoever as independent. The service and the materials are provided by WSPS on an ‘as is’ basis. WSPS and its owners, affiliates, subsidiaries, officers, directors, representatives and agents expressly disclaim any and all warranties, express or implied, including without limitation warranties or merchantability and fitness for a particular purpose (with respect to the service or any materials and products), and any liability as to the completeness or accuracy of the information contained in this or any advertisement and for any omissions of materials facts from such advertisement. We hold no investment licenses and are thus neither licensed nor qualified to provide investment advice. The content in our Communications is not provided to any individual with a view toward their individual circumstances. WSPS urges you to consult your own independent tax, business, financial and investment advisors or other licensed investment professional and make a complete independent investigation of the respective company and consideration of all pertinent risks, as most of the Profiled Companies we feature are highly speculative and are considered to be “going concerns”.
Readers are advised to review SEC periodic reports: Forms 10-Q, 10K, Form 8-K, insider reports, Forms 3, 4, 5 Schedule 13D, any available S-1 Forms or registration statements or other available information at www.sec.gov and www.pinksheets.com. Never invest in any OTC or growth stock profiled in our newsletter, on our website or in other communications from us unless you can afford to lose your entire investment as these stocks are speculative and carry an extremely high degree of risk. Investor awareness distribution programs can materially affect the price of the company’s stock. WSPS assumes no responsibility and no liability for any corporate Press Release or any third party promotion. WSPS performs and participates at times in expanded investor awareness programs. WSPS may distribute its newsletter reports through a research distribution network and by investor awareness commercial advertising programs to various types of investors. Recipients of such distribution may be short-term investors such as day traders, traders, retail investors, institutions, and/or long term retail and institutional traders and investors. Recipients may create volatile trading prices. Potential Investors should be cautioned and aware that companies that are the subject of promotional and marketing campaigns may appreciate substantially during such time and that such price movements are not indicative of the value or valuation of said company, and that the increase in price may be temporary. Additionally, present shareholders of the Profiled Company (including WSPS or associated entities) may seek to liquidate their holdings as new investors invest in the stock. Accordingly, investors that purchase shares of Profiled Companies in our publications may sustain losses on their investment.
Forward-Looking Statements. Certain statements made by WSPS, and both Other Situations and Profiled Companies (“Public Companies”), their management, agents or associates on its/their behalf that may be featured in this publication or relied upon by WSPS (and other periodic, oral and written statements released elsewhere) regarding operating performance, events or developments that the Public Company believes or expects to occur in the future, including those that discuss anticipated financial results, strategies, goals, outlook or other non-historical matters, or which relate to future sales, earnings, expectations, growth of the public company or of the market for its products and services, or general belief in the Public Company’s expectations of future operating results are “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All such forward-looking statements are risks and uncertainties, including but not limited to product demand, market and customer acceptance, competition, pricing, working capital considerations, and as otherwise discussed in the Company’s SEC filings. Such forward-looking statements are subject to change at any time, and the Public Company’s actual results may differ materially from anticipated results. WSPS undertakes no obligation to update or revise any of such statements to reflect subsequent events or circumstances, but reserves the right, in its sole discretion, at any time, and without any obligation, to make improvements to, or correct any error or omission(s) in any portion of the service or the materials.
Specific Disclosure, AFAI. This Communication by WSPS featuring Alternative Fuels Americas, Inc. (“AFAI” and/or “The Profiled Company” as discussed above), as well as any other Communications involving AFAI (“Market Awareness Campaign”) are paid advertisements and are neither an offer nor recommendation to buy or sell any security.
As is noted within this communication and AFAI’s SEC filings, AFAI is classified as a “going concern” and does not currently have financing to implement its business plan in either the biofuels or marijuana industries,and no assurances are given as to whether it will obtain such financing, or if so the terms upon which it may be available. For more information refer to SEC filings or speak to a company officer.
AFAI not currently producing biofuel, no relationship with airlines discussed. AFAI has no company owned processing facilities for biofuel and has not yet produced biodiesel or Jatropha-based jet fuel and there is no guarantee that AFAI will obtain financing to do so, and if the financing is successfully obtained there is no guarantee that AFAI will be successful in its business operations. There is no relationship between AFAI and any of the airlines mentioned in the section regarding Jatropha-based aviation fuel, and the images of KLM’s aircraft featuring the biofuels description (while factual) are not meant to indicate a relationship between KLM and AFAI, and nothing within this or any Communication from WSPS regarding general aviation industry commentary as it relates to the biofuels industry is meant to imply or represent otherwise.
* $1.89 per gallon production cost. AFAI has sourced labor, land and production costs as it relates to its production model. The seed-to-pump production cost estimate of $1.89 is only an estimate based on many factors that are subject to change and revision. This number is not meant to form the basis of qualified projections, revenue forecasts or pro forma financial numbers; it is a goal of what the company is seeking to target for gross profit margins and there is no assurance or projection that it can be achieved. The seed-to-pump production cost estimate of $1.89 per gallon is an economic goal subject to numerous factors including but not limited to obtaining successful financing and what is detailed within the company’s 2012 FYE 10K and subsequent 10-Qs and attached Forward-Looking Statements within the meaning of the Private Securities Litigation Reform Act of 1995.
** $14MM in pending revenues. AFAI has signed, to date, four off-take agreements for the sale of 3.7 million gallons of diesel. These agreements pre-sell the Company’s entire production into the third year, and represent total revenues of approximately $14 million. However, these contracts are with foreign, Costa Rican based entities outside the jurisdiction of US law and no representation is made or implied re: the ability of such entities to pay and consummate these transactions when required to do so. This oil has not yet been produced, and sale of the oil is subject to AFAI successfully obtaining financing and completing production and the contracts being satisfied and enforced. For more information please refer to AFAI’s 2012 FYE 10K and press release issued by AFAI on November 7, 2013.
AFAI not currently conducting Marijuana retail, growing operations. AFAI has formed a subsidiary Marijuana Holdings Americas, Inc. (MJAI) to pursue to medical and recreational marijuana licensing, related opportunities in target markets in the United States. Although AFAI is pursuing its first licensing arrangement for both retail medical dispensaries and growth facilities in Oregon, there can be no assurance that AFAI will obtain the Oregon State Licenses to operate these facilities, and if Oregon State Licensing is obtained there is no guarantee that AFAI will obtain the requisite financing to implement its business plan as it relates to the marijuana industry. Additionally, if the requisite financing is successfully obtained there is no guarantee that AFAI will be successful in its business operations.
Additional risks as it relates to marijuana-based business activities. Marijuana is a controlled substance and the sale, possession and distribution of it is a violation of the Federal Controlled Substances Act, and there can be no guarantee that AFAI and MJAI will not suffer adverse consequences from Federal Enforcement regarding violations of the Controlled Substances Act by AFAO or MJAI.
AFAI and MJAI have stated the following: AFAI and MJAI are planning execution of their stated business objectives in accordance with their current understanding of State and Local Laws and Federal Enforcement Policies and Priorities as it relates to Marijuana (as outlined in the Justice Department’s Cole Memo dated August 29, 2013), and plan to proceed cautiously with respect to legal and compliance issues. Potential investors and shareholders are cautioned that AFAI and MJAI will obtain advice of counsel prior to actualizing any portion of their business plan (including but not limited to license applications for the cultivation, distribution or sale of marijuana products, engaging in said activities or acquiring existing Cannabis production/sales operations). Advice of counsel with regard to specific activities of AFAI and MJAI, Federal, State or Local legal action or changes in Federal Government Policy and/or State and Local Laws may adversely affect business operations and shareholder value.
Specific Compensation Disclosure, AFAI. As of January 31, 2014 WSPS has received approximately $150,000.00 in fees and approximately $100,000.00 in reimbursement of expenses associated with market awareness provided on behalf of AFAI from a third party, non-affiliated shareholder(s) of AFAI under common control and ownership by the owner of WSPS. This third-party, non-affiliate entity acquired 3 million shares of free-trading shares of AFAI from two other third-party, non-affiliated shareholders of AFI in exchange for an agreement to pay the shareholders a total of $60,000.00. As of January 31, 2014, 2,200,000 shares of AFAI have been sold and WSPS (through its ownership and control of the entity that owns the shares) intends to sell the remaining 800,000 shares during the first quarter of 2014 without any further notice by WSPS, subject to market conditions. Additionally, shares owned by other present shareholders of AFAI may be sold at any time without notice (including during the term that the AFAI market awareness campaign may be in effect or any period thereafter).
Additionally, the owner of WSPS advises that he has been under contract with AFAI to perform consulting services (unrelated to the production of Wall Street Profit Search) though 495 Oxford Consulting, LLC (495) on behalf of AFAI since January 2013. Services include the rendering by 495 of financial, operational and corporate consulting as and when requested by the Company, as well as providing services, advice and consultation as reasonable requested by AFAI in furtherance to the development and implementation of its business plan. To date no fees have been paid but an accrual of fees owed of approximately $50,000.00 is owed 495 through December 31, 2013.
The owner of WSPS advises that in January 2014 he received an option to acquire 1,000,000 shares of AFAI stock for $.05 per share from AFAI through an employee stock benefits plan for consulting services rendered to AFAI (the services were unrelated to the production of Wall Street Profit Search and were in connection with services related to implementation of the Marijuana Holdings Americas, Inc. business plan). The owner of WSPS advises that the option may be exercised and that the underlying shares (which have been registered pursuant to an S-8 Registration Statement) may be sold at any time without notice (including during the term that the AFAI market awareness campaign may be in effect or any period thereafter).
The owner of WSPS advises that he also provides consulting services to public and non-public corporate clients, and international individual and institutional accredited investors (“Investors”) through BMN Consultants, Inc. (BMN). BMN is owned by the owner of WSPS and provides investment banking consulting services including business plan development, corporate financial planning, marketing plan development and introduction to SEC attorneys and accountants, transfer agents, market makers, accredited and institutional investors and registered securities professionals. BMN also provides market research, introductions and other consulting services to institutional investors.
Some of these Investors have acquired/may acquire stock in AFAI (whether from current shareholders or from the issuer in private transactions), and these Investors may sell their shares at any time without notice through Rule 144 (including during the term that the AFAI market awareness campaign may be in effect or any period thereafter).
In December of 2013, WSPS received a loan of $50,000.00 from an individual that is associated with an international institutional investing client of BMN (“BMN Client”) that is a shareholder of AFAI. The loan is for a duration of six months and there is interest and fees due of $15,000.00; the purpose of the loan was to finance general business operations of WSPS including the market awareness campaign for AFAI. In January of 2014, BMN Consultants, Inc. received a consulting fee of $50,000.00 from the BMN Client. BMN advises that it may receive additional consulting fees in the future from the BMN Client or other Investors for consulting services which may or may not be directly or indirectly related to their investment in AFAI or other Profiled Companies.
The owner of WSPS advises that he has an option to acquire 25,000 Series C Preferred Shares of AFAI for long term investment purposes from an insider of AFAI in exchange for providing business advisory services, advice and consultation as reasonable requested by AFAI in furtherance to the development and implementation of its business plan. The option is exercisable on ninety (90) days notice upon delivery of a written notice of exercise and payment of an amount equal to $.10 per Series C Preferred Share. If notice was given and the 25,000 Series C preferred Shares were acquired they could be converted into approximately 10,550,000 restricted common shares of AFAI stock.
Additionally, the owner of WSPS advises that he may acquire other restricted shares of AFAI from either the issuer, insiders or other shareholders of AFAI (subject to terms to be negotiated) for long term investment purposes and has an oral agreement to receive shares of Marijuana Holdings Americas, Inc. (subject to terms to be negotiated) for assistance provided with business plan development.
This compensation, present option and share ownership and potential future share ownership constitutes a conflict of interest as to our ability to remain objective in our communication regarding the profiled company. Because of this conflict, individuals are strongly encouraged to not use this newsletter as the basis for any investment decision.
Specific Compensation Disclosure, MISM. Communications featuring Mission Mining (“MISM” and/or “THE PROFILED COMPANY” as discussed above), as well as any other Communications involving MISM (“market awareness campaign”) are paid advertisements and are neither an offer nor recommendation to buy or sell any security. In September, 2013 BMN entered into an agreement to be compensated a total of 2 million restricted shares of MISM stock over a 2 year period by MISM for investment banking consulting and market awareness work. Additionally, a third party, non-affiliate shareholder of MISM has agreed to compensate BMN 2.1 million free trading shares of stock over a 2-year period for consulting services. To date BMN has received 600K free trading shares and 500K restricted shares in MISM and sold these shares in a private transaction to a third party, non-affiliated investor for $15,000.00. Some or all of the shares described above and/or shares owned by other present shareholders of WSPS may be sold at any time without notice (including during the term that the MISM market awareness campaign may be in effect or any period thereafter). This compensation and share ownership constitutes a conflict of interest as to our ability to remain objective in our communication regarding the profiled company. Because of this conflict, individuals are strongly encouraged to not use this newsletter as the basis for any investment decision.
Track Record. We believe that the track record posted herein is accurate to the extent that we represent, but we have no records beyond our emails and verbal guidance given to traders/readers/subscribers/interested parties relative to numbers of investors that follow our guidance or what their actual profits and losses are/were/could be. Investors that have partially followed guidance or still hold investments in our Other Situations may have lost money or may lose money in the future. Investors that previously traded or currently hold PMXO stock (a previous Profiled Company for which we received compensation and are no longer profiling) may have lost money or may lose money in the future as the market price of the stock has declined considerably since April 2013.
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