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Analysis Last Updated: Jul 11th, 2007 - 01:01:28

No you�re not paranoid, the SEC is out to get you
By Melinda Pillsbury-Foster
Online Journal Guest Writer

Jul 11, 2007, 00:59

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If you think that the Securities and Exchange Commission extrudes those volumes of regulations to protect you the consumer, then I have a bridge to sell you; Quite the opposite. Those regulations that the SEC mandates actually make it nearly impossible for you to dream the big American dream. The chances of the ordinary investor getting a chance to invest in that little startup that will become the next Microsoft, IBM or CISCO Systems are slim to impossible, especially if the SEC has anything to do with it!

Don�t feel alone, however; smaller companies are also being converted into cash through the machinations of the SEC�s familiars.

That is why your chances of living out a comfortable retirement, or having the luxuries you see enjoyed by others, or participating in the wealth reserved for the elite few; those "qualified" to invest in a Hedge Fund are null.

The SEC wants you exactly where you are: a working "John" who makes a day�s wages for two days� work, worrying about whether your 401K will be enough, and whether the corporation you spent your life working for will go through down-sizing, or worse, "bankruptcy," and thus default on your retirement benefits.

It is ugly, but it is the reality faced by most Americans today.

Government carefully couches the text in terms both esoteric and bland, designed to firmly close the door on your real participation in the wealth produced by America. This happens in ways you never even imagined, all the while simulating a system they proclaim to be for your protection. But the only ones protected are the "Good Ole Boys." You scrape by with pennies, they make trillions. Hedge Funds are at present their favorite form of thievery.

Welcome to Plantation America, where ownership is more subtle but as sure as any experienced by a shackled slave in the Old South.

Here are a few terms you need to understand before we get started.

Hedge Fund. This is an investment pool where a limited number of elite investors, usually 100 or less, invest usually one million or more dollars each. Many Hedge Funds are so exclusive that their minimums are 100 million for each investor. Hedge Funds are often described as "a managed portfolio that targets a specific return goal regardless of market conditions." Translation: To do whatever is required to bring in the money. Those "strategies" include several sophisticated strategies such as: short selling, arbitrage, hedging, and leverage. These are few words that disguise the meaning of "steal it" with more taste.

Short selling. This is selling stock or another commodity whose value is expected to decline. It has two flavors -- naked and covered. Naked means to sell what you do not really own. Covered means you own it and you sell it, repurchasing for less after its price has declined.. Remember this because it�s an important part of the rest of the story! I should point out that this is illegal in every other aspect of life, but was declared legal by those closely associated with the Fed, the securities industry, and U.S. Treasury, which makes perfect sense if you understand what they really do.

Arbitrage means trying to profit by exploiting price differences of otherwise identical or similar "financial instruments." You move around to find different values placed on these. Financial Instruments are things that are paper, but valuable, like mortgages, notes, bonds, and securities. They like this best when they can simultaneously buy and sell the same item, making money instantaneously through a spread. A simple analogy of arbitrage is . . . ever notice that when you buy a stock you always seem to pay the highest ask, and when you sell it you always get the lowest bid! You have just been arbitraged!

Hedging. This is like betting on both horses in a two-horse race. One horse is the favorite and you bet enough there to cover the whole amount of both bets if Dobbin wins. But you collect really big if the other horse comes in first. You risk nothing! Brokerage firms lend out your stock that you have in the street name, and do this all day long with your assets and don�t have to pay you a dime! To prevent this, simply take delivery of all your long-term stock investments. Otherwise know that the firm will use your stock to make them money. They will not tell you this or share the profit.

Leveraging is when you borrow money from someone else and use that money to buy something at a lower price than you can sell it for. You will already have it sold before it arrives. In other words, if you are a brokerage firm this means you borrow money from your clients, without their knowledge, to lend to a company issuing the stock that you are helping go public. The brokerage company sells you the stock for 50 percent less than it will be priced on the street at the IPO. Now you get commitments from clients who are agreeing to buy that same stock in the underwriting syndicate with a 5 percent markup over the IPO price or 55 percent more than you are paying. The price charged here is referred to as a premium, for whom you can see. From this is deducted the kickbacks, reimbursements of expenses, and that vacation to Hawaii on the private jet for the firm�s major executives.

If you have kept track of the profit the firm made, here�s how it works. They used your money (no firm capital at risk), they lent it to a private company they are taking public to buy stock at 50 percent or less of the market value, and they sell it to you for 5 percent more than the IPO -- that�s a 105 percent profit on your money for the firm, and all you get as Joe Paycheck investor is to own the stock that has now been fully diluted. This is the protection racket run by those friendly folks we call the SEC and its network of crony brokerage firms and political watchdogs.

They don�t pay you interest on the money most of the time; the subject is never mentioned. When the market turns south you wonder how you could lose so much money so quickly!

PIPES - Private Investment in Public Enterprise is also a type of Hedge Fund.

Brace yourself, this one will be a shock. Ever notice how certain things always have innocuous names that disguise what is really going on? This is just one of those things, PIPES, a type of hedge fund where millionaires or billionaires use the exclusive unregulated domain of private equity investment funds to manipulate the markets of thousands of small companies. Now, I will go slow, because I want to make this very clear and easy to understand. You remember Joe Paycheck. He has been wondering how he will retire on his present savings rate, so he begins looking for an investment he could buy that will present a better-than-average return on investment.

His friend John Doe tells him he was reading an article that recommended looking at small cap, micro-cap or penny stocks as potential opportunities. These are stocks just like the NYSE stocks but the share prices are much lower per share, and the SEC regulates these companies just like the big ones.

Joe never really knew much about the stock market and so had always played it safe with mutual funds. Those, however, didn�t make much. When he asked about buying stock he was told he needed to buy a round lot (100 shares), or he would pay a premium. One hundred shares made the cost too high. With companies like IBM selling at $58 per share (or $5,800) or, say, Microsoft at $24 per share (or $2,400) that represented more money than Joe had at the time, and he had always heard it was best to diversify by owning at least a half-dozen companies or so to spread the risk around in case one company went south. It was impossible to do this when he had to buy 100 shares of each.

But Joe is worried about that retirement and so he decided to look around. After a few weeks of looking, Joe decides he will start watching the subscription services like PR Newswire, Business Wire, and Reuters. One day he reads a press release about a small startup company that has gotten a patent on the next big thing, and, low and behold, they just received $100 million dollars in equity funding from a venture capital fund that struck a private equity deal with the company and its principals. But they are only going to take a draw against it right now of $100,000. And can you believe it, those guys at the venture firm are even willing to take stock in return for the money they loaned! This has got to be a winner! More importantly, they are willing to wait on registering the stock they are getting until the company does its next stock offering! Joe assumes that these venture guys must have done their homework or they would never have agreed to loan $100 million to a small startup company.

Going back a bit, a few weeks earlier, Joe had received a gift from his mom and dad for $11,000 and he had gone to DATEK and opened a self-directed investment account in anticipation of doing something.

So with all this new found courage Joe logs onto DATEK and places an order for 100,000 shares of this stock in Big Thing Enterprises trading at .011 cents per share or $1,100 total. Wow that�s just over a penny a share! A penny is nothing! I will own 100,000 shares of the Next Big Thing! I�m rich . . . and, low and behold, the next day the stock is trading at 3 cents and Joe has tripled his money.

So he decides he has to have more of this before it gets away from him and everybody else finds out about the Next Big Thing! He decides he will buy another 100,000 shares at .03 and spends another $3,000 of his parents� gift.

The next day he gets home from work and checks the market, and the damn thing is 8 cents per share. He has nearly a 400 percent total investment return and there are still three trading days left in the week.

So he says, well I am way "in the money," so he decides what the hell, he takes the entire remaining $6,900 in his account and buys 90,000 more shares at 8 cents a share, and for the next few weeks the company issues even more press releases and the stock goes as high as 18 cents a share on low volume but rather thin trading (more buyers than sellers). Then the company announces that they have spent all the money on research and development and needs to take another advance against the equity line of credit for another $100,000. The venture firm says okay and another big spurt in the stock occurs with heavier volume (more sellers than buyers). All the company had to give up for the $200,000 it borrowed was 30 million shares of stock (or .007 cents a share) and they still have 40 million shares in treasury and the principals have the rest (20 million). The company had a float of 10 million shares before this all started. That makes a 100,000 million share capitalization.

Then, all of a sudden, news stops coming out, and the company freezes its borrowing from the venture firm, and things go very quiet. The stock continues to fall in price all the way down to 3 cents a share. Then it hits 2 cents a share and them 1 cent a share the next week. Joe decides he�s just going to hold onto his stock and wait for it to come back. Then the company decides it isn�t going to borrow any more of the $99,800,000 left on its equity line of credit with the venture firm, because the cost of capital is just too high and they would have to give up the company and still never have borrowed all the money on the equity line. Joe and the company have both received the same news, the light bulb has gone on.

Through manipulation of the rules, Chris Cox and his predecessors have made it possible for the most potentially lucrative investments to be driven, like cattle through holding pens, into the slaughter yards we learned about above called, "Hedge Funds."

Imagine for a moment you are an eager, intelligent, hardworking young American who has come up with a Great Idea. You patent that idea at not inconsiderable cost to yourself. You even do market analysis that proves that this idea is gold plated. Eyes shining with belief in the American dream you start looking around for capital. You are surprised to find that none of your local banks will back you. Doing an Initial Public Offering costs more than you can afford and still bring your product to market. What good would that do, you�d be forced to do business like all other small public companies and sacrifice the company to the vultures because you can�t sell to small investors; the brokerage forms won�t back you because they have all been scared off by the ugly, nasty SEC after the 9/11 debacle. You are puzzled and surprised.

The banks and others you contact, for instance the Small Business Administration, your local bank, say they can�t deal with you and that you need sophisticated financing and point you to places like the Venture Capital Vultures and hedge funds. There, you learn that to get the capital to take your invention into the market you will need to "cut an inside deal" that they tell you is the standard practice. That, at least, is true. But "the deal" makes it possible for the Vulture Capitalist to end up owning your business.

At first you will probably be excited. The deal means you can get all you need to secure your success -- $20 million is no problem. But then you learn that you never GET all that money at one time. You have to get it in smaller increments that always leave you underfunded and returning for more -- and on increasingly bad terms. Because the Vultures now have reduced price stock available to them, they can "short" the stock, because the company is actually giving them shares for cash, which they get as part of the loan the company signed, meaning they can sell it (even if it is restricted or unregistered) thus making the stock sooner or later worthless. And so it goes.

This is one of the reasons so many companies fail. It seems like this would be bad for the Vultures, but surprise, the SEC and the wealthy owners in those Hedge Funds can even write off their profits as �losses.� Most of them pay no taxes of any kind. And when they ultimately end up with the company, the loss carry-forwards allow them to reap all those profits and reduce their taxable income by applying the loss carry-forwards.

Like I said, these things can make really big money. They make even more money if you have a powerful friend who muscles people around like the SEC, leaving them few other options. This is how the wealthy turn �the market� into their own personal playground and sock billions away in the piggy bank.

Christopher Cox, the 28th head of the Securities and Exchange Commission, knows that most Americans trust the government and believe that their rules are constructed to protect them, the small investors.

Sad misconception.

Cox knows exactly what is happening. That is why he is where he is.

He was appointed by that paragon of free markets, George W. Bush, on June 2, 2005, and unanimously confirmed by the Senate on July 29, 2005. (Most congressmen are millionaires, not when they arrived in D.C., but soon afterwards, and so have a use for Hedge Funds.) He was sworn in on Aug. 3, 2005. If you go to their website you will find that the focus under Cox is on, "the needs of individual investors."

For "individual investor," think over $1 million.

You can keep your measly little savings in the ol� mustard jar.

As we noticed with George W., his "core constituency" is not the little old Republican lady living on her Social Security who worked, believed, and voted for him. The "Core" folks are those who can afford to become Pioneers ($250,000) or Rangers ($100,000).

However, that does not mean you need to feel left out. George and Chris have plans for you, plans that include having you continue into slavery.

We have an alternative plan that we think you will prefer.

While Bush and his friend Chris call this "investment," what it actually should be called is racketeering, and it�s being carried out as a conspiracy to defraud the public at large. That makes it a felony, a multi-count felony. So our plan is to sort of clean up the marketplace so that honest people can return America to a very different model for business.

We have begun writing a bill and are now looking for a sponsor to carry it through Congress. You are probably thinking, "Yeah, right! Those crooks?" But right now Bush is teetering with everyone; more than 50 percent of Americans now favor impeachment, so this is the perfect time to get legislation passed. The bill includes the removal of Chris, demands true business transparency, and new rules for stock trading, hedge funds, PIPES, and opening up real investments that could earn the blessing of Mother Theresa instead of the envy of Al Capone.

See, we knew you would like it. Soon, you, an American who can�t afford to join a Hedge Fund will be free from the plantation of GREED, having ridden the Underground Railroad to a very different America. Welcome home.

You have always been puzzled about Hedge Funds; you wonder how it always is that you lose money while insiders seem to get richer every day. You wonder but continue to invest. You aren't crazy. They are out to get you.

Melinda Pillsbury-Foster is the granddaughter of Arthur C. Pillsbury. AC invented the first circuit panorama camera as his senior project at Stanford in 1896 while majoring in Mechanical Engineering. She has been studying the market and economics through the filter of politics and anthropology for twenty years. Her political blog is How the NeoCons Stole Freedom. She is presently working on a book titled, �Off the Grids to Freedom in One Easy Lesson.�

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