Age Media (“NAM”) prepares and/or assists others in preparing and publishing
oral and written information on selected companies (the “Profiled Companies”)
and/or their securities (the “Securities”) in various contexts, including but
not limited to corporate and business profiles, summaries, reports, and press
releases (hereafter referred to as the “Corporate Information”) through various
methods including but not limited to: (a) facsimile; (b) email; (c) mail and
courier; (d) world wide web, including but not limited to NAM’s website at
www.newagemr.com; and (e) personal contact at trade shows, business luncheons,
seminars and/or meetings. The Corporate Information may be disseminated to
broker-dealers, members of the general public, and the financial community
(collectively the “Recipients”) at the direction of the Profiled Companies and
should be used by the Recipients for informational purposes only.
NAM and/or its principals, affiliates and representatives receive cash and/or compensation in the Securities in connection with preparation and dissemination of the Corporate Information. NAM did not pay cash consideration for the Securities that it holds (other than payments that may be made by NAM to the Profiled Companies for the exercise of warrants), and any of the Securities held by NAM were issued in exchange for NAM’s services. Because NAM is a Shareholder of the Profiled Companies, NAM may have a conflict of interest with the Recipients as well as the Profiled Companies. Independent of any compensation that NAM and/or its principals, affiliates, and representatives may receive, NAM and/or its principals, affiliates, and representatives may at any time purchase and/or sell the Securities, including simultaneous with the publication or distribution of the Corporate Information. The buying and selling of the Securities by NAM and/or its principals, affiliates, and representatives may negatively affect the price of the Securities or cause the price of the securities to increase or decrease or become unstable.
NAM does not express any opinions, recommendations or viewpoints regarding the Profiled Companies or the Securities, and has not conducted due diligence of any data or information contained in the Corporate Information. The Corporate Information is based solely upon data and information provided by the Profiled Companies and NAM does not endorse, independently verify, or assert the truthfulness, completeness, accuracy or reliability of the Corporate Information. NAM conducts no due diligence of any type of the Profiled Companies or the Securities. Recipients should not rely on the data or information contained in the Corporate Information in making an investment decision and should conduct their own research of the Profiled Companies. The Recipients should not assume that material changes have not occurred since the publication and/or dissemination of in the Corporate Information. Each of the Recipients should consult with his or her legal, accounting, tax and financial advisers regarding any investment in the Profiled Companies or the Securities.
NAM is not a registered investment advisor or registered securities broker dealer and no information contained within the Corporate Information should be construed as investment advice or as a solicitation to offer, purchase or sell the Securities. The Securities may be thinly traded and not listed on any national securities exchange and 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, and 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 Securities could result in the loss of some or all of an investment.
Recipients should (with the assistance of their legal and financial advisors) review Securities and Exchange Commission (“SEC”) filings regarding the Profiled Companies that are SEC reporting issuers. These SEC filings are available for review at www.sec.gov. Recipients should review investment guides that are available at the same SEC website and the National Association of Security Dealers website at www.nasd.com.
Statements contained in the Corporate 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 Corporate 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 Corporate Information.
The issuance of the Securities to NAM may cause shareholders and/or investors of the Profiled Companies to experience immediate and substantial dilution of their holdings and/or investments in the Profiled Companies. Future securities issuances to NAM for services may also result in a reduction of (i) the book value or market price of the Profiled Companies’ securities, (ii) shareholder voting power; and (iii) each shareholder’s proportionate ownership of any Profiled Company.
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.