NOVANEWS
by Mike Stathis
Confluence of Fraud, Deceit and Espionage in the Decay of Society (Part 4)
As I have stated before, I can almost guarantee you that LinkedIn (LNKD) and Groupon (GRPN) will trade significantly lower than their IPO debut in coming years if not sooner. Although it is impossible to know the fate of these overvalued firms for certain (because the cash they have raised in their IPO enables them to acquire a host of other Internet assets), my guess is that LinkedIn and Groupon will trade in the single digits within 2-4 years.
Based on my knowledge of the valuation process, in almost every case the valuations attributed to Facebook have been ridiculously inflated at the time each was made. These valuations were fudged by those who have invested capital in Facebook so they can become instant billionaires once shares hit the market. In this process, the money from naive Main Street investors will be sucked into the pockets of Facebook venture investors once the shares trade in the public market.
Why EVERYONE is Affected by Securities Fraud
All cases of fraud involve at minimum two parties; the perpetrators who obtain monetary benefits by illegal means, and the victims who supply the monetary benefits after being deceived. Those who are reading this article may feel protected against the widespread securities fraud being committed by Jewish Wall Street and the media now that I have exposed the mechanism. However, I argue that everyone stands to get ripped off, even if they have no money in the stock market.
For instance, mutual funds, pensions and insurance companies will purchase shares of Facebook. Even if you do not own a fund that buys this trash, it is likely that you do business with an insurance firm that does.
The same applies to investment firms that purchased securities like WorldCom, Enron, Citigroup, AIG, Bear Stearns, Lehman Brothers, Washington Mutual, AOL, Nortel, hundreds of dotcoms, and hundreds of other publicly traded companies that have been involved in securities fraud over the past decade.
What does that mean?
Insurance companies pretty much have carte blanche ability to raise premiums when they lose money on investment activities. That’s right; I said investment activity, not insurance claims. This is a very big secret that very few people outside of insurance executive realize. Insurance agents are not even aware of this.
What that means is that when the stock market crashes, insurance companies are going to lose money. This explains why your insurance premiums have risen over the past couple of years.
Through their control over state insurance commissions, everything a large insurer wants to raise fees, all they do is submit some bogus documentation showing that costs from claims have risen and the regulators sign off on the premium hikes. I have discussed this in the past and there are certainly numerous other fraudulent activities that are commonplace in the industry (underwriting, collusion, excessive fees, etc.)
As hundreds of insiders amass huge fortunes from the Facebook pump-and-dump, this money will be drained from pension plans, mutual funds, insurance firms and retirement accounts. It’s business as usual on Wall Street.
The Social media Valuation Bubble
Approximately one year ago I filed a complaint with the SEC with respect to fraudulent valuations attached to Facebook. At the time, Goldman Sachs had just announced its plans to sell shares of Facebook to its clients.
While Facebook remains a privately-held firm, plans for an IPO are being scheduled for some time in mid-2012. Even prior to the announcement, Goldman Sachs and venture investors have been pumping up shares in preparation for the inevitable IPO.
Apparently, some of Facebook’s employees recognize that shares have already been pumped up to the moon. But they also know what goes up must come down, so they have been selling their own shares in the private market to accredited investors.
The impact of the Facebook pump-and-dump scheme extends well beyond the confines of Facebook. The indirect effects of this pump have already materialized throughout the social media space.
In order to understand how the Facebook valuation virus has spread to the entire social media sector, consider valuation methods often identify “comparable” that have already been valued firms in order to determine the valuation estimate for other firms in the same sector. Thus, the ridiculously high valuation of Facebook has inflated the valuation of other social media and related firms such as LinkedIn, Groupon, Zynga, Twitter and others.
The problem with this approach is that it does not account for the possibility that the entire sector has been excessively valued. For instance, just because investors in Facebook have continued to pay a higher price per share for each round of financing, it does not necessarily mean that this value is accurate because these investors know they will make a profit when shares are dumped into the public offering.
Clearly, the entire social media sector has formed a bubble. And I will guarantee you that the insiders won’t lose money. In fact, they will make huge fortunes at the expense of suckers who fall for the hype. You can think of the process as a game of musical chairs. The music will play just long enough for the insiders to profit. Outsiders might even make some money by flipping these stocks. But when the music stops, it’s going to be a very ugly scene for many of the outsiders.
Goldman Sachs Pulls an “Enron”
When Goldman Sachs announced its plans to invest up to $1.5 billion in Facebook, it was apparent to me that this very Zionist Jewish bank was in violation of a key securities law, so I also added this to my complaint to the SEC.
The following description represents a general overview of Goldman’s violation of a key securities law.
If a company (in this case the company is Facebook) wants to sell securities it must register the securities with the SEC according to the Securities Exchange Act of 1933. As part of the registration process, the company must file its financial statements with the SEC which would it turn make these documents public. Facebook had no intention of filing its financial statements or registering its securities with the SEC because it did not want to disclose its financial position. I wonder why.
Actually, I know why. The sooner Facebook disclosed its financial statements, the less time would remain for the pumping process. If Facebook’s financial statements were made public, more people would begin to question the valuation. The trick is to keep the financial statements private up until the last few weeks prior to the IPO; that is if you want to snooker investors. In the meantime, you let the media pump up the valuation.
If the company meets certain guidelines it will be exempt from the registration requirement laid out by the Act of ‘33. The exemption to Securities Exchange Act of 1933 is known as Regulation D. Thus, if the company complies with the requirements laid out in Reg D, it will be exempt from the Act. In other words, so long as Facebook adheres to these requirements, it could continue to benefit from the media’s pump which would raise its valuation further without any scrutiny of its financial statements.
So what exactly is Reg D?
Reg D is a complex and lengthy set of securities regulations pertaining to the exemption of securities registration. It is composed of Rules 501-506. Although each rule contains numerous criteria that must be met in order to satisfy the exemption to Securities Exchange Act of 1933, the most important requirement for the purposes of Goldman’s involvement in this instance is that there can be no general solicitation of the securities offering (Rule 502).
“Neither the issuer nor any person acting on its behalf shall offer or sell the securities by any form of general solicitation or general advertising, including, but not limited to, the following: (1) Any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio; and (2) Any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.”
Goldman realized its Facebook offering was being advertised to the general public. Although Goldman itself was not directly soliciting the offer to the general public, one could argue (which I did) that the media’s close association with Goldman combined with its constant publicity of Facebook effectively violated the conditions laid forth by Reg D.
Goldman’s involvement created yet another potential problem for Facebook. Even if a company complies with all the requirements mandated by Reg D, under Section 12(g) of the Securities Exchange Act of 1934, a company must begin filing quarterly and annual reports and other items to the SEC within 120 days after the end of the fiscal year that the company exceeds 499 shareholders of record.
So let’s summarize the two major issues here.
First, if you want to sell shares of a privately-held company and you want to keep your financial statements private, you must meet all requirements set forth in Regulation D in order to be exempt from the filing requirement. The main point of question with respect to adherence to Reg D in the case of Facebook and Goldman Sachs was whether or not Goldman’s securities offering involved public solicitation. I argue that it most certainly did.
Second, you cannot have more than 499 shareholders.
In order to get around the second requirement, Goldman set up a special purpose vehicle (SPV) called 499 Goldman Sachs to the tune of $1.5 billion designed to sell shares to more than 499 investors. Since the offering was set up as an SPV, the number of investors would only be counted as one, Goldman Sachs.
In other words, Goldman Sachs was listed at the sole investor in Facebook (not counting other investors brought in by Facebook) although this SPV was created to sell shares of Facebook to individual clients.
[SPVs are a form of off-balance financing used by large complex firms in order to shuttle money, overstate earnings and hide losses. The use of SPVs was instrumental in the demise of Enron.]
Goldman later pulled the plug on its SPV offering to its U.S. investors after some pressure from the SEC. However, it kept the SPV investment structure and sold shares to foreign (offshore) investors because they not held to this requirement.
One of the questions that have not been raised is the following…
How many of Goldman’s clients have some type of offshore entity, or how many might have set up such an entity in order to get around this security law? We may never know.
If the SEC determined that the number of shareholders in Facebook exceeded 499 in 2011, it would be required to begin filing quarterly and annual reports to the SEC by June 2012. Facebook isn’t taking any chances with respect to the SEC’s interpretation of the legalities pertaining to Goldman’s SPV. This is specifically why Facebook has announced its intention to file for an IPO in the spring of 2012.
Meanwhile, Goldman and the rest of the Facebook investment syndicate plan get Facebook to do its IPO soon after it is required to file its financial statements with the SEC. But you can bet that most insider shares won’t be sold until the hype fades. In the meantime, the media and Wall Street analysts will continue to pump up the share price during the post-IPO stage. And as Joe investor chunks his life savings into overvalued shares, insiders will sell their shares at the top.
The longer Facebook can keep its financial statements out of the eyes of public scrutiny, the higher its valuation can be pumped by Goldman, venture investors and the media – the Jewish mafia.
[Reg D is violated as a common practice in the private markets. Most private companies seeking capital violate Reg D through public solicitation when they participate in events sponsored by venture capital firms, incubators and universities. There are hundreds of these events every year in the U.S. Having attended numerous of these events myself over the years, I can tell you that in every case I have seen the sponsoring organizations as well as the companies showcasing their firm are in violation of Reg D. Even universities which sponsor many of these events have violated this critical securities law. Yet, the SEC continues to look the other way. The violation is so common that it’s not even taken seriously by the few who are aware of it. Needless to say, most entrepreneurs looking to raise capital are not even aware that they are violating Reg D when they pitch their company at a venture event. I have addressed the widespread violation of Reg D with the SEC for several years, yet nothing has been done. The SEC’s unwillingness to clamp down on violations of Reg D enables it to selectively prosecute any firm it chooses to single out.]
