Mina Mar Group

Sarbanes - Oxley Act is the United States federal law that amended and supplemented existing requirements in corporate financial reporting and accounting practices. Commonly called SOX Act was signed into law by President Bush on July 30, 2002. After highly publicized corporate financial scandals including Enron and WorldCom the purpose of the Act was to restore investor's shaken confidence in the market and truthfulness of corporate financial statements and close loopholes in the law that led to fraud. The Act that got the name from two sponsors Sen. Paul S. Sarbanes and Rep. Michael G. Oxley created strict new rules for accountants, auditors, corporate officers and more strict record keeping requirements. Also it added new, more stringent criminal penalties for violation of this law. The new law set out reforms in four principle areas: corporate responsibilities, criminal punishment, accounting regulations and new protections. SOX is a lengthy and complex peac...

The Securities and Exchange Act of 1933 one of the laws that govern the securities industry. It was the first major legislation regarding the sale of securities, that shifted power from states to the federal government. It is known as the "truth in securities" law which President Franklin D. Roosevelt signed as a part of the New Deal.The Act was created to protect investors after the stock market crash of 1929, biggest bear market in Wall Street 's history. The Securities Act of 1933 had two main objectives: requirement that investors receive financial and other significant information regarding securities that are being offered for public sale. prohibition of deceit, misrepresentation and other fraud in the sale of securities Securities and Exchange Commission that was created year later, in 1934 governs the Securities Act of 1933. In order to accomplish set objectives SEC requires companies to register their securities and disclose essential information...

Securities and Exchange Commission (SEC) is independent U.S federal agency that regulates the stock market. It was created in 1934 by Congress to help restore investor confidence after the 1929 stock market crash. The Securities Exchange Act of 1934 was created by Securities and Exchange Commission. It govern securities transaction on the secondary market relying on Securities Act of 1933 which increased transparency in financial  statements and  established  laws against fraudulent activities. In essence SEC provides transparency by ensuring accurate and consistent information about companies that allows investors to make informed and sound decisions. Without transparency stock market would be vulnerable to market speculation and creation of asset bubbles.  Securities and Exchange Commission has five  commissioners and five different divisions: Division of corporate finance - review corporate filing requirements ensuring that investors have c...

Market indexes prove summary of overall market by tracking some of the top stocks on the stock market in the United States and they show in which direction the market is going. Indexes don't represent every company but selected portion of the market. Some indexes track small and mid cap companies, some large companies or companies within certain sector. Three major market indexes are Dow Jones Industrial Average, S&P 500 and Nasdaq. They differ in number of companies they track and calculations they use. Dow Jones Industrial Average It is the oldest market index of the three and some the most popular in the media.Journalist Charles Dow, founder of Wall Street Journal created the index that tracked the movement of the whole market, together with statistician Edward Jones on May 26, 1986. The original Dow Jones index had two industrial companies and ten railroads. He realized that two industrial companies are becoming more important and created a new Dow Jo...

C anadian Stock Exchange or CSE, operated by CNSX Markets Inc. is an alternative stock exchange In Canada, recognized as such in 2004. The CSE represents itself as an exchange for entrepreneurs that offers alternative and easier access to capital market. This is done through simple and precise rule book that makes listing quick and relatively inexpensive. The exchange is fully automated which means that floor trading method is not preferred.  Taking your company public by listing it on CSE gives you an opportunity to explore Canadian strong capital market and raise capital that will help your business grow. As publicly traded company on Canadian capital market will raise your corporate profile and draw attention of investors willing to invest in your company. In order to become publicly traded company in Canada company must become reporting issuer with one or more  of the Provincial Securities Commissions which means it is subject to ongoing public disclosure and...

Due diligence is defined as investigation or audit that reasonable business and person undertakes before potential investment or before entering an agreement to confirm all facts. Most investor are doing research before buying a security but due diligence can be done by a seller who investigates buyer's capability to complete the purchase. After the Securities Act of 1933 due diligence become common practice in United States when brokers and dealers became responsible for disclosing all relevant information about securities they were selling or they will otherwise be accountable and liable for prosecution. This put brokers into sensitive position where they could be unfairly prosecuted. In response creators of the Act set rule that says if broker performed due diligence when investigating companies whose securities they are going to sell and disclose that information to the public they are not held accountable. Not only prospective investors perform due diligence but also ...

Stock split or forward stock split is a corporate action where board of directors decides to issue more shares by dividing existing outstanding shares into multiple shares defined by the predetermined ratio. Most common ratios are 2 for 1 or 3 for one where investors for every share they own get two or three shares respectively. Likewise, price will be divided accordingly. If for example you originally owned 100 shares, each worth $15 in 2 for 2 split you will receive 200 shares  each worth $7.5 and in situation where 3 for 1 split is done it will be 300 shares with $5 price per share. As you can see no real value is added and market capitalization is the same just like with reverse stock split. Companies do this for various reasons. Some stock price can reach astonishing level and company's official might want to lower the price to make it more appealing to small retail investors. Some argue that there is a psychological effect which makes owning more stock at a low...

Reverse stock split reduces number of outstanding shares in a predetermined ratio. It is also known as stock consolidation, share rollback or stock merger because two or more shares are merged into one more valuable share.  Reverse split is considered to be a corporate action, meaning action that is affecting share price and needs to be approved by the company's board of directors and possibly by voting shareholders. Company can even get additional letter D to its ticker signifying that it is going through reverse split. Number of total outstanding shares, which includes shares currently held by all shareholders, including institutional investors and restricted shares, is usually divided with 5 or 10 getting ratio one for five or one for ten but it can be as little as one to two or big as one to hundred. For example if you have 100 shares worth $1 each so you have $100 worth of shares. if a company is going for one for then reverse split, you will receive ten shares, each...

Mergers requires at least two companies consolidating. After board of directors approve combination they seek shareholders approval if merger has material impact on either company. Result is that acquired company becomes the part of acquiring company. Stockholders may receive stock, cash or combination of the both. In stock for stock agreement between companies they agree to exchange shares on set ratio where post merger price will depend on the market condition and assessment of new companies chances for success. In cash for stock deal acquiring company agrees to pay certain amount for every share of the target company and in response price of the stock will usually rise while the price of acquiring company slightly falls. On the other hand reverse merger is more type of acquisition because one private company buys a public shells company in order to circumvent costly, lengthy and complicated process of initial private offering (IPO). After the exchang...

Preferred stock, also know as preferred or preference shares is one of the main types of stock besides common shares. It is considered that preferred stock is a hybrid security that combines properties of debt (fixed dividends) and equity (potential to raise in price). They are distinct from common shares because they don't have voting rights but have higher claim on company's assets and earnings. Terms of preferred stock are described in issuing document; they can be issued under any set of terms that is compliant to laws and regulations. Preference in dividends is what distinguish preferred  from common stock. Board of directors makes decision whether or not company will pay dividends to its shareholders. Dividends are specified as percentage of the par value or as a fixed amount. Common shareholders can receive dividends only if preferred shareholders are already paid in full if board decides to pay them dividends in the first place. This makes them similar to bonds...

A stock is a type of security that signifies peace of ownership in a corporation an represents a claim on a part of the corporation's assets and earnings. There two main types of shares: common shares and preferred shares. There are clear distinction between two types of shares, primarily based on voting rights and dividend payments. Common shares are also know as ordinary shares, voting shares or equity shares. First ever common stock was established in 1602 by Dutch East India Company and introduced on the Amsterdam Stock Exchange.  During initial public offering company offers shares for sale and in that way sells part of the company in order to raise capital. Underwriter helps company to determine type and pricing of offered securities. After IPO company's shares become publicly traded and company can issue new stock. Percentage of shareholders' ownership is determined by the number of shares in his possession, which are some percentage of total number of out...

Public reporting companies in the United States besides regular quarterly reports (10-Q) and annual report (10-K) must report certain current events on the form 8-K and file it with Securities and Exchange Commission (SEC) pursuant to Securities Exchange Act of 1934. Form 8-K provides shareholders and investors with current information enabling them to make informed decision. Certain unscheduled material corporate events happen between filing for quarterly and annual reports that need to be reported to the shareholders. Event is material when it could affect reasonable shareholder's investment decision for example bankruptcy, restructuring of the company or acquisition. SEC has outlined nine sections with subsections for different type of events: Registrants business and operations, Financial information, Securities and trading markets, Matters related to accountants and financial statement, Corporate governance management, Asset-backed securities, Regulation FD, Ot...

Annual report is an audited corporate document that details the business activity and financial status over the previous year. It became regular part of corporate financial reporting after stock market crash in 1929. Annual report is distributed to shareholders at the end of the year and SEC also requires from company to file annual report on the form 10-K. Annual report contains audited financial statement and other company related data like in dept information about company's products, services, competitors, management and legal proceedings. Investors can access reports through EDGAR (Electronic Data Gathering, Analysis and Retrieval) and download report for free. Annual reports that is sent to shareholders and stakeholders consist of records of company's activities during the past year and financial and operational information. Included information are general corporate information,graphs and photos, financial and operating highlights, letter to shareholders from CE...

Quarterly report is set of financial statements issued by a company at the end of fiscal quarter on a SEC form 10Q. It is a report of company performance during the specified period which helps investors to feel pulse of the company by getting insights into business performance and growth rate and provides them with future outlook. Federal Securities law require from public companies to to provide certain information. Form 10Q has two parts that have to disclose relevant information regarding the company's financial position. First part contains unaudited financial  statement (income statement, balance sheet, cash flow statement) for the quarter and year-to-date and results from previous year for comparison. It also includes management discussion and analysis of the company's financial condition, disclosure about risk factors that may affect the value of the company, internal controls. Second part contains all other pertinent information, including legal proceedings, u...

Registration statement is set of documents including prospectus which company must file with Securities and Exchange Commission before it proceeds with public offering. It contains two principal parts: prospectus and additional information and  exhibits that must be filed with SEC but not necessarily revealed to investors. Company can use form S-1 to prepare registration statement and add any information that is necessary to make disclosure not misleading. Prospectus is "selling" document that must be offered to anyone who is offered or buys security. Distribution of prospectus to potential investor is usually done by underwriters or brokerages but they are most widely distributed through websites such as EDGAR (Electronic Data Gathering Analysis and Retrieval System). In prospectus company must clearly describe important information about business operation, financial statement, biographies of officers and directors, detailed information about their compensation...

Reporting company or reporting issuer is a company that is obliged to file periodic reports under section 13 or 15 (d) of Securities Exchange Act. There are couple of reason why companies become reporting issuers. One of the reasons is securities exchange listing. Before securities can be traded on one of the exchanges they must be registered with Securities and Exchange Commission. Another reason is size threshold. If company has assets worth more than $10 million and a class of equity securities held by 2,000 person or 50 or more non accredited investors. Companies that issue securities but are not listed on any exchanges are also subject to Securities Exchange Act. In the first two cases company must file periodic and current reports. SEC divides reporting companies that file periodic reports under Securities Exchange Act of 1934 into different categories based on size among other factors. Smaller companies have less stringent reporting requirements and are exempt from ...

In simple term public company is company whose shares are publicly traded on one or more stock exchanges or over the counter market (OTC) and that ownership is dispersed among the many investors. History of public market dates back in early modern period when Dutch helped lay foundation of modern financial system. Publicly traded companies usually have many investor while privately held companies had fewer, but company with big number of investor doesn't have to be public company. Securities and Exchange Commission (SEC) states that every company with more than 500 investors and more than $10 million in assets must register with SEC and adhere to its regulations. Most public companies where private and after that they meet requirements to become publicly traded company mainly because it brings many advantages. Public companies are able to raise capital  through the sale of stock in a way shares become company's currency which is then traded on the market. Before it w...

There are different method to take your company public in Canada: initial public offering, reverse takeover, and direct listing. There are several advantages and few disadvantages of reverse takeover (RTO) over initial public offering (IPO).  An IPO requires a preparation, filing and clearance of prospectus which is subject of review and approval by the securities exchange commission. Disclosure document for RTO includes prospectus level disclosure with respect to the private company. In addition disclosure documents relation to RTO transaction will not be subject to review by commission. Private company will undergo due diligence and disclose information which  it has not previously  made public, including three years of audited financials. The private company will also need to conduct due diligence  of the public company to ensure that it is not inheriting any material unknown or unforeseen liabilities and that public company is up to date wi...

Reverse takeover is transaction in which public company listed on a stock exchange in Canada with few or without assets (often referred as shell company) acquires all securities of a private company with a significant assets and operation. It is considered a less expensive and time consuming alternative to initial public offering (IPO). This way public companies acquires all securities of public company and it becomes direct or indirect wholly-owned subsidiary. Shareholders of the private company receive shares from the public company  and the operating company's shareholders ultimately acquire a controlling interest in the new, combined company. Shell companies may be created and maintained just for purpose of reverse takeover or it can be existing company, a  reporting issuer that have previously ceased operations, but still maintain their reporting issuer status and usually have the shareholders required to list on a stock exchange. This makes them ideal candi...

It is very likely that you hear about some new promising company or you want to start your own company. There are a lot of good ideas out there but not all are going to be implemented and launch successful companies. Sometimes the link that is missing is so much needed funding at the right time in seed stage. At Mina Mar Group, we help companies that are in early stage through detailed plans to get viable solutions to funding for the growth of emerging organizations. Early stage companies are typical pre-revenue and pre-profit and they usually seek capital to invest in product development, building team of employees and trying to build sales channels. Startup companies still have a lot to go in their business journey before they reach positive cash flow and that is the major reason why they are in need of funding. Reaching financial independence often comes in the form of initial public offering, reverse merger and acquisition. Sometimes the first-hand investors will be friends...