Transfer Online, Inc : Elimination of Stock Certs

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11/10/08 at 07:30 PM #1

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Faulking Opinions - May 31, 2005 - Printable Version
- Letter to SEC: Elimination of Stock Certificates
by Lori Livingston

From: Lori Livingston
Sent: Friday, May 27, 2005 3:26 PM

To: [e-mail]; [e-mail]
Subject: Elimination of Stock Certificates

To whom it may concern:

I am writing in regard to the recent press release from the Depository Trust Company (DTC) and other recent events and rules regarding DTC eligibility and Issuer rights in regard to DTC participation.

As someone who has been in the transfer agent business for 23 years, I am alarmed by recent developments and trends that all work toward a system of increasing positions on the books and records of corporations in the name of Cede & Co. (nominee name for DTC). As the transfer agent for approximately 300 issuers, I am increasingly contacted by these companies as they seek information regarding the stock ownership in their companies and the underlying trading of those shares in the market. Over the years as the amount of shares held at DTC has increased it has become more and more difficult to determine who owns the shares, who is trading them and if the trading is proper. This trend, and the resulting problems I will detail below, continues to increase because a minority of the total number of shareholders are reflected on the books and records of the corporation, most activity takes place behind the wall of ownership that is designated as Cede & Co. and neither the company nor the transfer agent has any access to the underlying information.

While the press release (which I have attached) heralds the movement toward increasing this trend of dematerialization as a triumph and great progress which will save investors millions of dollars, I see this trend from a different perspective and one which is not only alarming to me but to many of the companies that will be effected by these changes. I also disagree as to whether or not it will save shareholders millions of dollars or merely shift the costs through a different route and into different pockets. Additionally, I see this as continuing the trend of increasing costs to corporations, particularly smaller issuers already struggling with the ever increasing price of being a public company, and further decreased shareholder value based on the additional expense paid by the company.

Furthermore, DTC recently managed to put through a rule change (Release No. 34-50758A; File No.S7-24-04) that prohibits a transfer agent from representing any company who seeks to withdraw from the DTC system. This change effectively leaves companies with no voice or choice in the management of their stock and their ability to have any transparency as to what is actually taking place in the market in regard to their stock.

I receive calls from companies seeking information as they watch millions of shares trade in a single day, who watch their share price decrease in value and who have no access to information regarding who is behind the trading of these shares, or if in fact the trades are at all legitimate. As the system now operates, most companies have a large percentage of shares on their books registered to Cede & Co. This position usually represents a majority of the outstanding stock in any given company. Underlying this position is a system at DTC which is reflected in a Position Listing Reportand this report represents the brokers and clearing firms that hold positions in any given security on DTCs books and records for the beneficial owners (Non Objecting Beneficial Owners NOBOs and Objecting Beneficial Owners OBOs) or shareholders. The trades that take place on a daily basis move between these brokers and clearing firms electronically; however, the Issuer (nor their transfer agent) has any access to this data unless they order and pay for the lists. This is not only expensive for the company, but it also does not tell them anything about who actually owns the stock. For that information they must go to yet another party and that is ADP.

ADP is engaged by the brokers to keep track of the NOBOs and OBOs and to send the shareholders in Street Namereports and communications from the Issuer. Their other vital function is to serve as proxy tabulator for the shareholders who hold their shares in broker accounts. This is a critical function for the public company and one which they are required to perform by law. Given the importance of shareholder voting and communication one would assume that the same requirements placed on transfer agents as to accuracy and reporting would be placed on ADP and Cede & Co. as they usually hold or service the majority of the shares owned in any given company. I have found; however, that when presented with the tabulation reports from ADP the share totals they report sometimes exceed the total number of shares outstanding for the company. Let me restate this because it is a very important part of my concern about a system that is more and more headed in the direction of increased control by DTC. The shares presented by ADP, that are the shares voted by the brokers on behalf of the shareholders for whom they hold accounts, EXCEED when added to the shareholders of record the total number of shares outstanding. As the final judge and inspector of elections I would naturally inquire as to how the number of shares could be higher than the total shares that exist for a company and to my surprise I am told by ADP that they only vote what is reported by the brokers. It becomes the responsibility of the company, and further the transfer agent, to reconcile the numbers so that an annual meeting can be conducted that reflects numbers of share voted that makes any sense.

Where are these extra shares coming from? Why are there no controls on the number of shares held in the nominee name Cede & Co. vs. the ownership on the books and records of the brokers and why is the company not privy to any information unless it pays whatever fees it is told it must pay by the organizations that control the data? There have been a great deal of new regulatory levels of reporting put on companies (i.e. Sarbanes- Oxley Act compliance), but from where I am positioned in the marketplace that does not address what is a far greater problem for issuers shareholders and the integrity of the markets, and that is, who are their shareholders and how are their shares trading?

I will close at this point with a request to the SEC that in the rush to move to dematerialization someone look at the existing system and the inequities that exist in the market based on a companies complete ignorance and inability to know what is actually going on with the shares of their companies and the problems we face in the future as we move toward a system where the brokers, DTC and ADP have more information and control than the shareholders, the transfer agents and the issuers. In fact, as the system is evolving, DTC is de facto becoming the largest transfer agent in the industry even though it is an organization formed by and working for the interests of the brokerage community. If, ultimately, the S.E.C. is in place to protect investors then this issue can not be ignored because in the end when the market is completely under the control of the brokers and
the organizations that represent them then the market can neither be
transparent nor fair.

I thank you for your time in reading this communication.



Lori Livingston
President & CEO
Transfer Online, Inc.
317 SW Alder St., Second Fl
Portland OR 97204

www.websitetoolbox.com/tool/post/ssgoldstar/vpost?id=3098631&trail=

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We are constantly adding new features and updating existing features on TransferOnline.com to ensure a positive and productive experience for our users. Below are listed the most recent changes to this site. Past updates can be found under "Archives". Thanks! -- the Transfer Online Staff


Recent Updates to TransferOnline.com
[Archives]


Last Update: 12-06-2010
Features Added or Revised:



Cost Basis Notice

Important New Law for Issuers of Publicly Traded Securities, Transfer Agents, and Brokerage Firms Effective January 1, 2011.

Now, the issuer (YOU!) and the transfer agent (US!) will be required to maintain all tax lot cost basis information for any transfer of shares that occur after January 1, 2011. As your transfer agent Transfer Online software has been updated and designed to handle the new law. We will require more information from you, however.

[Read More]





New Location
Transfer Online, Inc. is entering a new era in a new building! The address of the new building is 512 SE Salmon Street, Portland, OR 97214. We have twice the floor space, an enhanced security system and upgraded telecommunications and computer equipment. Transfer Online, Inc. has secured its position as the leader in technology in the securities transfer industry by procuring the infrastructure needed for future growth in personnel and equipment.





Custom Trading Board
If you are an issuer with a privately held security, you can now provide liquidity to your shareholders with a custom private trading board. Transfer Online, Inc. can customize our solution and provide a fully comprehensive Web application complete with a ‘message board’ where buyers and sellers can find each other. Custom reporting allows the issuer to produce information about trading activity within specific time frames. Other options allow you to control access to membership and what types of orders may be posted. Fully SEC compliant.





Proxy Services
At a fraction of the cost of our competitors, we will meet all of the requirements for your annual meetings.





Press Release Service
New to the ever-growing repertoire of services offered by Transfer Online, now you can order National Press Releases via an easily downloadable form from the website. These press releases reach all major financial news sources and are ideal for when companies need to get the word out.





New Edgar Filings Wizard
Our Edgar Filings Service has been revamped with an all-new Online Wizard. Complete your Edgar Filings today in just a few easy steps. Transfer Agent account not required.


www.transferonline.com/index.cfm?pathid=65&action=whatsNew&highlite=0

[sandi66]

In the Press:

February 16, 2011 09:00 AM Eastern Time
GATE Technologies launches impact investment infrastructure with $2.5 million investment from Prudential
NEWARK, N.J. & NEW YORK--(BUSINESS WIRE)--GATE Technologies announced today its entrance into the impact investment market with the pilot launch of GATE Global Impact LLC (GATE Impact), which was made possible with a $2.5 million lead investment by Prudential Financial, Inc. (NYSE: PRU) through its Social Investment Program.

“To meet the dual goal of positive social impact and satisfactory market return requires an infrastructure that can measure the performance of these types of investments. GATE Global Impact provides that missing element.”
.GATE Global Impact utilizes an innovative, new technology platform to create an automated infrastructure to monitor impact investments – public and private investments designed to generate a financial return and address social and environmental needs. The platform – called GATEWAY – provides research, analytics, trading, settlement, and clearing and reporting functions for socially and environmentally responsible investments.

“We’re delighted to partner with Prudential in paving the way for this new investment practice,” said Vincent Molinari, co-founder and chief executive officer of GATE Technologies. “Prudential is one of the first companies to have a devoted impact investment portfolio. Its long history in this market will help us define this growing area.”

The Prudential Social Investment Program manages more than $500 million in portfolios comprised of private placement debt, equity and various tax credits, including those for low-income housing and new markets.

“Prudential is deeply committed to supporting local communities throughout the United States and around the world by investing in activities that provide positive sustainable impact,” said Preston Pinkett, vice president, Social Investments, at Prudential. “To meet the dual goal of positive social impact and satisfactory market return requires an infrastructure that can measure the performance of these types of investments. GATE Global Impact provides that missing element.” Pinkett will serve as a member of the GATE Global Impact board.

The GATEWAY pilot phase involves Prudential’s social impact portfolio. The platform will be expanded broadly for institutional investment managers later this quarter. GATE Global Impact and Prudential will partner to define what investments can be traded on the platform.

GATEWAY is a flexible, multiple-window system that lets users monitor current and former trading activity any time. It uses a secure, encrypted connection to give the account full access to all functionality and it meets or exceeds regulatory standards.

Molinari said GATE Technologies structured GATE Global Impact along the lines of other GATE Developing Markets, which provide new market infrastructure for emerging alternative asset classes.

Jeanne Murtaugh, head of strategies at GATE Technologies, has been named vice chairman of GATE Global Impact. In addition, William J. Davis III has joined GATE Global Impact as president with responsibility for U.S. operations. Davis, Murtaugh and Molinari serve on the GATE Global Impact board. In addition, Lori Livingston, co-founder of GATE Technologies and founder of Transfer Online, a stock transfer and registrar agency, has joined the GATE Global Impact board.

About GATE Technologies LLC

GATE Technologies is an innovative financial technology company creating new market infrastructure for bringing efficiency and transparency to the unstructured global alternative asset markets. The company offers fully automated, customizable solutions for qualified investors with value-added content and analytics, transparent execution, and dematerialized settlement, clearing, and depository functions. GATE Developing Markets will work together to create the first global common infrastructure for liquid securities, with a goal of enabling all market participants. www.gatetechnologies.com

About Gate Global Impact LLC

GATE Global Impact LLC is the impact investing-focused subsidiary of GATE Technologies, LLC. Launched in late 2010, GATE Impact provides market infrastructure and related services for the emerging impact investment industry – public and private investments with a sustainable social and/or environmental component that also generate a healthy rate of financial return. www.gateimpact.com

About Prudential Social Investments

Social Investments is a unit of the Community Resources Department at Prudential. It has a long tradition of making investments that support and improve communities. The company established a formal program in 1976 and has invested more than $1 billion dollars since then. Social Investments collaborates with partners who share the dedication to create healthy, sustainable communities. These investments support projects that develop and preserve affordable housing, improve access to quality education, and connect neighborhoods and residents to mainstream economic opportunities. For more information, visit news.prudential.com.

About Prudential

Prudential Financial, Inc. (NYSE: PRU), a financial services leader with approximately $784 billion of assets under management as of December 31, 2010, has operations in the United States, Asia, Europe, and Latin America. Prudential’s diverse and talented employees are committed to helping individual and institutional customers grow and protect their wealth through a variety of products and services, including life insurance, annuities, retirement-related services, mutual funds, investment management, and real estate services. In the U.S., Prudential’s iconic Rock symbol has stood for strength, stability, expertise and innovation for more than a century. For more information, please visit www.news.prudential.com/.

Contacts
Prudential
Karen Oliver Moore, 973-802-8533
201 314-0252 (mobile)
[e-mail]
or
Walek & Associates
Chris Gillick, 212-590-0534
[e-mail]
or
Jon Schubin, 212-590-0529
[e-mail]

Permalink: www.businesswire.com/news/home/20110216006073/en/GATE-Technologies-launches-impact-investment-infrastructure-2.5.

www.businesswire.com/news/home/20110216006073/en/GATE-Technologies-launches-impact-investment-infrastructure-2.5

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Adobe PDF Downloads - you will need Adobe® Acrobat® to view these forms.


General Forms

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Affidavit of Domicile
Substitute W-9
Gift Letter
Stock Power / Transmittal
Waiver of Probate
Sellers Representation Letter (144D)
Reg S Sellers Representation Letter (144D)
Form 144


Issuer Forms

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NOTE: Issuers must log in and select an Issuer account to access Issuer-specific forms.

www.transferonline.com/index.cfm?action=forms&pathid=65&highlite=0

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Affidavit of Domicile
A notarized form stating where a person resides (or where a deceased party resided). Known as Letters of Testamentary.

Affidavit of Loss/Affidavit of Non-Receipt
A written statement that attests to the fact that a shareholder is not in possession of his/her certificate due to loss or non-receipt. The affidavit should be notarized.

Basis
An amount usually representing the taxpayer's cost in acquiring an asset. It is used for a variety of tax purposes including computation of gain or loss on the sale or exchange of the asset and depreciation with respect to the asset.

Bear Market
A prolonged decline of stock prices usually occurring over a period of months or years. May also describe a general belief by many investors ('bears') that prices are in a falling pattern.

Beneficiary of a Trust
A person or organization that has any present or future interest, vested or contingent, in the assets of a trust.

Bond
A certificate of indebtedness to a corporation or government over a period of more than one year. (A debt of less than one year is called a 'note.')

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Book Entry Shares
Shares held in non-certificate form either by a broker 'street name', in a plan such as a Reinvestment or employee plan or directly registered on the books of the corporation in book entry form.

Bull Market
A trend of rising stock prices or a pattern of growth within a period of months or years. May also describe a general sentiment of optimism by many investors ('bulls') stemming from economic and/or political conditions favorable to growth.

Certification
A statement by court or authorized party, that the copy is true and correct copy and is still in full force and effect.

Common Stock
Equity ownership in a corporation in the form of Common Stock. May be in the form of a physical certificate or book entry.

Court Appointment
A dated document issued by the court naming an individual to act on behalf of an estate. Generally this is the document which names the Executor, Administrator, or Personal Representative.

Cusip Number
Committee on Uniform Securities of Identification Procedures. Used to identify issuer and type of security issued. Is located on stock certificates and other forms.

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Dividends
Cash dividends declared on Common Stock are paid by corporations, usually quarterly, to shareowners of record on the declared record date. Shares directly registered on the books of the corporation are paid directly to shareholders while shares held through a broker are paid to the broker by the corporation.

EDGAR
EDGAR, the Electronic Data-Gathering, Analysis, and Retrieval system, performs automated collection, validation, indexing, acceptance, and forwarding of submissions by companies and others who are required by law to file forms with the U.S. Securities and Exchange Commission (the "SEC"). The database is freely available to the public via the Internet or FTP.

Escheatment
The turning over of property to the state of last known address when such property is considered abandoned. Different rules and regulations apply to the various states.

Ex-dividend
The buyer of a stock selling ex-dividend does not receive the dividend already declared, but not yet reaching the record date. 3 days prior to the record date.

Executor
An individual or institution nominated in a will and appointed by a court to settle the estate of an individual. If a woman is appointed, she may be called an executrix. In some states, such individual or institution may be called a personal representative.

Exercise
To implement the right under which the holder of an option, warrant, or right is entitled to buy or sell the underlying security.

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Fiduciary
A person having a duty to act for another's benefit. A person or institution that manages money or property for another and who must exercise care in such management activity imposed by law or contract.

Grantor
A person who establishes the trust. Also may be called a settlor or trustor.

Guaranteed Signature
Provided by a Financial Institution; a signature guarantee signifies that the person signing the document is who they claim to be, and that the financial institution backs that guarantee by a bond it has posted as a guarantor.

Guardian
A person who has custodial rights and responsibilities for a minor or a person who is incapable of handling their own affairs. A Guardian as commonly known in the United States is Court Appointed.

Inheritance Tax Waiver
A document issued by the state certifying that the estate tax has either been paid or has been waived by the state.

Intestate
The deceased party had no will.

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Irrevocable Trust
A trust which cannot be changed (modified) or canceled (revoked) once it is set up.

Joint Tenancy
A form of registration, properly abbreviated as "JT TEN" on stock certificates, that means that all parties named on the certificate have an undivided interest in the shares represented by the certificate. Thus, if one of the tenants should die the entire value of the certificate becomes the property of the surviving tenants. (Identical to Joint Tenancy With Right of Survivorship.)

Legal Transfer
Transfer of securities which require special documents because they involve the settlement of estates of deceased shareholders, trust accounts, or corporation holdings.

Market Risk
The risk that the stock market will go down ('bear market') rather than up ('bull market'). The only certainty of reducing market risk lies in long-term investing, as bear markets always eventually end.

Medallion Signature Guarantee
A statement (stamp and signature) given by a financial institution such as a commercial bank, credit union, brokerage firm, etc., that are members of the Securities Transfer Association Medallion Program (STAMP), NY Stock Exchange Program or Stock Exchange Medallion Program (SEMP, MSP.) The Medallion Program is not a notarization.

Medallion Stamp Program
A program developed by the Securities Transfer Association to meet the requirements of an SEC Rule which increases the number and type of financial institutions eligible to guarantee signatures. By Medallion Guaranteeing the stock to be sold, assigned or transferred, the financial institution is taking financial responsibility if the transfer is completed fraudulently. A Medallion guarantee may be obtained from a commercial bank, brokerage firm, credit union or savings and loans institutions that are members of the Medallion Stamp Program.

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Mutual Fund
A fund operated by an Investment Company that raises money from shareholders and invests it in stocks, bonds, options, commodities, or money market securities.

NASDAQ
National Association of Securities Dealers Automated Quotations. This computerized system provides price quotations on securities traded over-the-counter.

Notary Seal
Provided by a Notary Public; a notary seal signifies that the party signing the document has sworn that contents of the document are truthful and accurate.

Over-the-Counter
The buying and selling of securities through a nationwide network of brokers and dealers. 'OTC' stocks are not listed on an exchange but are sold primarily through NASDAQ.

Power of Attorney
A document by which one person gives another signing authority. A power of attorney is in effect only as long as the maker is alive. We will accept a photocopy of the original Power of Attorney that is Medallion guaranteed.

Preferred Stock
Issued after common stock has been issued, preferred stockholders receive dividends prior to common stockholders. Should a company go out of business, and its assets are liquidated, preferred stockholders are entitled to distributions ahead of common stockholders.

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Press Release
A press release is a written or recorded communication directed at members of the news media for the purpose of announcing something claimed as having news value. Typically, they are mailed, faxed, or e-mailed to assignment editors at newspapers, magazines, radio stations, television stations, and/or television networks. Commercial press-release distribution services are also used to distribute them.

Probate
Probate is the formal, court supervised process of turning a deceased party's assets over to his or her heirs.

Prospectus
A formal written offer to sell securities that sets forth the plan for a proposed business enterprise or the facts concerning an existing one (such as a mutual fund) that an investor needs to make an informed decision.

Proxy Voting
Proxy voting is a procedure for the delegation to the issuer's attorney(s) of the securityholders' power to vote in their absence at securityholder meetings. This may be accomplished by mailed paper proxy cards, upon which securityholders mark their votes and mail back to the transfer agent, or a proxy voting service provider may host online voting, where securityholders login to a secure website and mark their votes.

Registered Representative
A person associated with a NASD member broker/dealer who acts as an account executive for clients. As such, the registered representative gives advice on which securities to buy and sell, and he collects a percentage of the commission income he generates as compensation. "Registered" means licensed with the NASD.

Registered Shareholder
Securities held on the books of a corporation in the name(s) of the shareholder(s), as opposed to Street Name or another name other than the shareholder. Direct owners receive all corporate communications directly from a company.

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Shareholders Of Record
Shareholders whose names actually appear on the records of the corporation from which the shares are issued. See also Street Name.

Short Selling
While an investor's mindset is usually to buy a stock first and then sell it later, short selling actually is just the opposite; sell now and then buy it back later. The short seller borrows the shares from a securities firm with the anticipation that they will decline in value. If the investor is correct, the shares can be bought back at a lower price and the investor realizes a gain. However, if the shares are bought back at a higher price, a loss will be realized.

Short Squeeze
A short squeeze results when the price of the stock rises and investors who short-sold the stock rush to buy it to cover their short position. As the price of the stock increases, more short sellers feel driven to cover their positions.

Small Estate Affidavit
A notarized document that the heir completes. The form lists the names of all heirs and next of kin of the decedent and states that probate was not initiated for the decedent. It must also be noted in the affidavit that the estate does not exceed the small estate maximum for the state in which the person resided.

Stock Power
Form used to instruct the transfer of ownership of a security from the registered owner(s)s to a third party. Required to be completed in cases of registered book entry shares or where back of certificate is not used. All shareholder(s) signatures are required and it should also be Medallion Guaranteed.

Street Name
Ownership of shares which are held for the benefit of the shareholder in a brokerage account, and are not reflected in the shareholder's name on the records of the corporation. See also Shareholders of Record.

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Street Name Holders
Shareholders who hold their shares in their broker's name.

Taxpayer Identification Number
The number used to report dividends and other income. In the case of individuals it is the Social Security Number, in all other instances, it is the Employer Identification Number.

Tenancy by the Entireties
A form of registration, properly abbreviated as "TEN ENT", on stock certificates, which, like a joint tenancy, provides for undivided ownership of the property in question and for the right of survivorship. Unlike a joint tenancy, Tenancy by the Entireties is not subject to partition. Tenancy by the Entireties is not available in all states, and is only available to married couples.

Tenancy in Common
A form of registration, properly abbreviated as "TEN COM" on stock certificates, in which ownership is divided among two or more parties. Tenancy in Common does not provide for the right of survivorship, so for example, if a stock certificate were shared equally by two tenants and one died, the surviving tenant would be entitled to 50% of the value, and the estate of the deceased tenant to the remaining 50% of the value.

Testate
The deceased party had a valid will.

Transfer on Death
A form of registration that allows shareholders to name on their certificate the party they would like to receive the shares at the time of their death. Unlike shares registered with a tenancy clause, A form of registration that allows shareholders to name on their certificate the party they would like to receive the shares at the time of their death. Unlike shares registered with a tenancy clause, a party named as beneficiary of TOD shares has no interest in nor are they an owner of the shares until the original owner dies.

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Trust
A relationship established by agreement between a grantor and a trustee to manage assets or property for another's benefit.

Trustee
A person or institution holding property in trust. The trustee manages and invests the assets and makes distributions according to the terms of the trust.

www.transferonline.com/index.cfm?action=glossary&pathid=65&highlite=0

[sandi66]

How do I see my shares?
What's a transfer agent?
How do I transfer shares to someone else?
How do I replace lost /stolen Certificates?
How do I contact the Issuer?
What is Rule 144?
What are restricted and control securities?
What are the conditions of Rule 144?
Can the securities be sold publicly if the conditions of Rule 144 have been met?
What if a dispute arises over whether I can remove the Legend?
How do I lift restrictions?
How should I send my certificates?
How many shares do I have?
How do I change my address?
How do I sell my stock?
How can I find out if an old stock certificate has value?
What is a medallion signature guarantee?
Where can I get a medallion stamp?
Is this the same as a notary stamp?
What is the OTC Bulletin Board (OTCBB)?
What are "Pink Sheets"?
What is a "Market Maker"?
What is Transfer On Death registration?
How do I get started with the Edgar Filings Service?

Is your question unlisted here? Please let us know!



What's a transfer agent?
A transfer agent for a company keeps a record of every outstanding stock certificate and the name of the person to whom it is registered. When stock is transferred from one person or entity to another the transfer agent transfers the ownership of the stock and records the transaction.
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How do I transfer shares to someone else?
1. Complete and sign the back of the stock certificate or separate stock power which must be endorsed by all registered owners. All signatures must be guaranteed by a financial institution that is a member of the Medallion Stamp Program. 2. Forward the above completed requirements along with your certificate(s) to:
Transfer Online, Inc.
512 SE Salmon Street
Portland, OR 97214
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How do I replace Lost or Stolen Certificates?
Notify Transfer Online in writing describing the lost certificate and nature of the loss. We will then send you the appropriate forms.
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How do I contact the Issuer?
Use our corporate listings page to identify the issuer for contact information.
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What is Rule 144?
When you acquire restricted securities or hold control securities, you must find an exemption from the SEC's registration requirements to sell them in the marketplace. Rule 144 allows public resale of restricted and control securities if a number of conditions are met. This overview tells you what you need to know about selling your restricted or control securities. It also describes how to have a restrictive legend removed.
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What are restricted and control securities?
Restricted securities are securities acquired in unregistered, private sales from the issuer or from an affiliate of the issuer. Investors typically receive restricted securities through private placement offerings, Regulation D offerings, employee stock benefit plans, as compensation for professional services, or in exchange for providing "seed money" or start-up capital to the company. Rule 144(a)(3) identifies what sales produce restricted securities.

Control securities are those held by an affiliate of the issuing company. An affiliate is a person, such as a director or large shareholder, in a relationship of control with the issuer. Control means the power to direct the management and policies of the company in question, whether through the ownership of voting securities, by contract, or otherwise. If you buy securities from a controlling person or "affiliate," you take restricted securities, even if they were not restricted in the affiliate's hands.

If you acquire restricted securities, you almost always will receive a certificate stamped with a "restricted" legend. The legend indicates that the securities may not be resold in the marketplace unless they are registered with the SEC or are exempt from the registration requirements. The certificates of control securities are usually not stamped with a legend.
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What are the conditions of Rule 144?
If you want to sell your restricted or control securities to the public, you can follow the conditions set forth in Rule 144. The rule is not the exclusive means for selling restricted or control securities, but provides a "safe harbor" exemption to sellers. The rule's five conditions are summarized below:
Holding Period. Before you may sell restricted securities in the marketplace, you must hold them for at least one year. The one-year period holding period begins when the securities were bought and fully paid for. The holding period only applies to restricted securities. Because securities acquired in the public market are not restricted, there is no holding period for an affiliate who purchases securities of the issuer in the marketplace. But an affiliate's resale is subject to the other conditions of the rule.
Additional securities purchased from the issuer do not affect the holding period of previously purchased securities of the same class. If you purchased restricted securities from another non-affiliate, you can tack on that non-affiliate's holding period to your holding period. For gifts made by an affiliate, the holding period begins when the affiliate acquired the securities and not on the date of the gift. In the case of a stock option, such as one an employee receives, the holding period always begins as of the date the option is exercised and not the date it is granted.
Adequate Current Information. There must be adequate current information about the issuer of the securities before the sale can be made. This generally means the issuer has complied with the periodic reporting requirements of the Securities Exchange Act of 1934.
Trading Volume Formula. After the one-year holding period, the number of shares you may sell during any three-month period can't exceed the greater of 1% of the outstanding shares of the same class being sold, or if the class is listed on a stock exchange or quoted on Nasdaq, the greater of 1% or the average reported weekly trading volume during the four weeks preceding the filing a notice of the sale on Form 144. Over-the-counter stocks, including those quoted on the OTC Bulletin Board and the Pink Sheets, can only be sold using the 1% measurement.
Ordinary Brokerage Transactions. The sales must be handled in all respects as routine trading transactions, and brokers may not receive more than a normal commission. Neither the seller nor the broker can solicit orders to buy the securities.
Filing Notice With the SEC. At the time you place your order, you must file a notice with the SEC on Form 144 if the sale involves more than 500 shares or the aggregate dollar amount is greater than $10,000 in any three-month period. The sale must take place within three months of filing the Form and, if the securities have not been sold, you must file an amended notice.
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Can the securities be sold publicly if the conditions of Rule 144 have been met?
Even if you have met the conditions of Rule 144, you can't sell your restricted securities to the public until you've gotten the legend removed from the certificate. Only a transfer agent can remove a restrictive legend. But the transfer agent won't remove the legend unless you've obtained the consent of the issuer—usually in the form of an opinion letter from the issuer's counsel—that the restricted legend can be removed. Unless this happens, the transfer agent doesn't have the authority to remove the legend and execute the trade in the marketplace.
To begin the process, an investor should contact the company that issued the securities, or the transfer agent of the company's securities, to ask about the procedures for removing a legend. Since removing the legend can be a complicated process, if you're considering buying or selling a restricted security, it would be wise for you to consult an attorney who specializes in securities law.
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What if a dispute arises over whether I can remove the Legend?
If a dispute arises about whether a restricted legend can be removed, the SEC will not intervene. The removal of a legend is a matter solely in the discretion of the issuer of the securities. State law, not federal law, covers disputes about the removal of legends. Thus, the SEC will not take action in any decision or dispute about removing a restrictive legend.
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How do I lift restrictions?
Shares which have been held for the appropriate time period can have the restriction removed when the certificate is submitted with the proper documentation. Upon receipt and pending approval from the corporation the restriction will be removed and a new certificate issued.
Please contact Transfer Online for additional information.
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How should I send my certificates?
Certificates can be sent by U.S. Mail, or some form of express service. If your certificate is lost in transit, you will have to have it replaced through the surety company at a 2% premium. You may wish to send the shares by insured mail if the cost to replace the shares would be considerable.
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How many shares do I have?
If you are a current shareholder of one of Transfer Online's issuers, you may login to our system and view current information about your holdings. Only shareholders of record have access to these features. If you hold your shares in street name, this information can be accessed through your broker.
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How do I change my address?
If you are a current shareholder of one of Transfer Online's issuers, you may login to our system and change your address information. Only shareholders of record have access to these features.
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How do I sell my stock?
Shares can be sold through a brokerage account or private transaction. We do not buy or sell shares.
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How can I find out if an old stock certificate has value?
An old stock certificate may still be valuable even if the stock no longer trades under the name printed on the certificate. The company may have merged with another company or simply changed its name. You can use the resources below to find out if an old stock certificate has value as well as if you have an old bond certificate. These resources may be found at public libraries, stock exchanges, or stockbrokers' offices. Please note that even if you learn that a certificate has no value, you may find that the certificate itself has value as a collectable.
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What is a medallion signature guarantee?
A program developed by the Securities Transfer Association to meet the requirements of a rule set forth by the Securities and Exchange Commission which broadened the number and type of financial institutions eligible to guarantee signatures. By medallion guaranteeing the stock to be sold, assigned and transferred, the guarantor is taking financial responsibility if the transfer is completed fraudulently.
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Where can I get a medallion stamp?
A medallion signature guarantee may be obtained from a bank, brokerage firm, credit union or savings and loan institution that is members of the medallion stamp program.
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Is this the same as a notary stamp?
A notary stamp does not provide protection for the investor, the issuer or the transfer agent against fraud. The notary stamp is not an acceptable form of signature guarantee.
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What is the OTC Bulletin Board (OTCBB)?
The OTC Bulletin Board (OTCBB) is an electronic quotation system that displays real-time quotes, last-sale prices, and volume information for many over-the-counter securities that are not listed on The Nasdaq Stock Market or a national securities exchange. Brokers who subscribe to the system can use the OTCBB to look up prices or enter quotes for OTC securities. Although the National Association of Securities Dealers, Inc. oversees the OTCBB, the OTCBB is not part of The Nasdaq Stock Market. Fraudsters often claim that an OTCBB company is a Nasdaq company to mislead investors into thinking that the company is bigger than it actually is.
Under the OTCBB's eligibility rule, companies that want to have their securities quoted on the OTCBB must file current financial reports with the SEC or with their banking or insurance regulators.
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What are "Pink Sheets"?
The "pink sheets"—named for the color of paper they've historically been printed on - are daily listings of price quotes for companies that trade in the over-the-counter market (OTC market). "Market makers"—the brokers who commit to buying and selling the securities of OTC issuers—can use the pink sheets to publish bid and ask prices. A company named Pink Sheets LLC, formerly known as the National Quotation Bureau, publishes the pink sheets in both hard copy and electronic format. Pink Sheets LLC is not registered with the SEC as stock exchange, nor does the SEC regulate its activities.
With the exception of a few foreign issuers, the companies quoted in the pink sheets tend to be extremely small and thinly traded. Most do not meet the minimum listing requirements for trading on a national exchange, such as the New York Stock Exchange or the Nasdaq Stock Market. And many of these companies do not file reports or audited financial statements with the SEC. It can be very difficult for investors to find reliable, unbiased information about companies quoted in the pink sheets.
For all of these reasons, companies quoted in the pink sheets can be among the most risky investments. That’s why you should take extra care before investing in a company quoted exclusively in the pink sheets.
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What is a "Market Maker"?
A "market maker" is a firm that stands ready to buy and sell a particular stock on a regular and continuous basis at a publicly quoted price. You'll most often hear about market makers in the context of the Nasdaq or other "over the counter" (OTC) markets. Market makers that stand ready to buy and sell stocks listed on an exchange, such as the New York Stock Exchange, are called "third market makers." Many OTC stocks have more than one market-maker.
Market-makers generally must be ready to buy and sell at least 100 shares of a stock they make a market in. As a result, a large order from an investor may have to be filled by a number of market-makers at potentially different prices.
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What is Transfer On Death registration?
Transfer on death (TOD) registration allows you to pass the securities you own directly to another person or entity (your "TOD beneficiary") upon your death without having to go through probate. By setting up your account or having your securities registered this way, the executor or administrator of your estate will not have to take any action to ensure that your securities transfer to whomever you have designated. However, TOD beneficiaries must take steps to re-register the securities in their names. This typically involves sending a copy of the death certificate and an application for re-registration to the transfer agent.
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How do I get started with the Edgar Filings Service?
First, you must be a transfer agent client of Transfer Online or a shareholder of such a client. Simply login to the website and select your issuer or shareholder account (Note: shareholders must be affiliates to file Edgar). On the left side menu, click the link that says Edgar Filings. When the page loads, click the link that says Activate your new Edgar Account today! Your Edgar account will be activated, at which point a wizard will pop up prompting you to fill in information about your company or yourself for the first form you want to file. Enter all required information and proceed through the steps. An email confirmation will be sent to you. Our Edgar Filings department will be notified and they will complete the filing.
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www.transferonline.com/index.cfm?action=faqs&pathid=65&highlite=0

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What is a Stock Transfer Agent?

Click here to learn more about Stock Transfer


Professional Services

Cutler Law Group – Corporate and Securities Counsel


Investor Resources

EDGAR database - How to use the EDGAR database to learn about a corporation

Investor Protection Trust - Great source for all sorts of investor information

Investors Bill of Rights - National Futures Associations guide to Investors rights

The Investment FAQ page - Another great source for investor information

Alliance for Investor Education - The Investors Clearinghouse

National Association for Investors Corp - Investment Education

www.transferonline.com/index.cfm?action=links&pathid=65&highlite=0

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Press Releases:

Aurus Chooses Transfer Online, Inc. as Stock Transfer Agent
NEW YORK, NY--(Marketwire - September 12, 2007) - AURUS Corp. (PINKSHEETS: AURC) advises its shareholders that its former transfer agent, Select America Transfer Company, is under investigation by the Ontario Securities Commission for certain irregularities within the framework of the work it did for a number of its clients. Aurus Corp. is not included in the list of companies under investigation. Nevertheless, this situation hindered Aurus to properly fulfill its obligation towards its shareholders especially due to the fact that Select America Transfer Co. has ceased its operations. Consequently, Aurus was not able to issue the dividends destined for its shareholders on February 15, 2007.

AURUS Corp. announced its decision to choose Transfer Online Inc. as stock transfer agent and registrar for its common stock. Transfer Online is an SEC regulated stock transfer agent based in Portland, Oregon specializing in Pink Sheets as well as Bulletin Board companies. Transfer Online Inc. is a Deposit Trust and Clearing Corporation (DTCC) participant which will allow AURUS Corp. to issue and transfer stock in certificate form as well as in an electronic form through DWAC.

AURUS Corp. has decided to change from Select America Transfer Company to Transfer Online Inc. in order to facilitate the management of the capital shares of the company and permit as well as speedup the payment of the dividends in shares that was declared in February 2007. ''As soon as our account will be setup to execute DWAC shares issuance, AURUS Corp. will proceed with the payment of the dividend in shares as promised to the shareholders,'' said Fedor Dovgan, chief executive officer of AURUS Corp. This shall be accomplished within a thirty-day period. Mr. Dovgan adds that the Company is in good standing with all taxes having been settled and paid. Furthermore, reports will now be forthcoming regarding the activities over the past summer months.

AURUS CORP. (www.auruscorp.com)

AURUS CORP. is a publicly traded mining holding company with several precious metal properties with over 5 million ounces in gold reserves, trading under the ticker symbol AURC on the US Pink sheets market. AURUS seeks to continue to acquire proven gold and other precious metal reserves in Russia and other emerging countries and operates its mines through joint ventures and/or partnerships.

Forward-Looking Statements

Few statements in this release, and other written or oral statements made by the Company, including the use of the words "expect," "anticipate," "estimate," "project," "forecast," "outlook," "target," "objective," "plan," "goal," "pursue," "on track," and similar expressions, are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on current estimates and projections about AURUS CORPORATION's business, which are derived in part on assumptions of its management, and are not guarantees of future performance, as such performance is difficult to predict. Actual outcomes and results may differ materially from what is expressed or forecasted in forward-looking statements due to numerous factors. Such factors includes, but are not limited to, the Company's ability to execute effectively its business plan and acquisition strategies, changes in market activity, the development of new products and services, the enhancement of existing products and services, competitive pressures (including price competition), system failures, economic and political conditions, changes in consumer behavior and the introduction of competing products having technological and/or other advantages. These and other risks are described in the Company's filings with the Securities and Exchange Commission, which should be read in conjunction herewith for a further discussion of important factors that could cause actual results to differ materially from those in the forward-looking statements. The Company assumes no obligation to update information concerning its expectations.

Contact:
Christine Lagace
1-888-923-9381 ext. 28

www.marketwire.com/press-release/Aurus-Chooses-Transfer-Online-Inc-as-Stock-Transfer-Agent-769097.htm

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Perihelion Global Receives Biofuel Refinery Permit From Alabama Department of Environmental Management; Provides Additional Notices
WILMINGTON, DE and SANTA ROSA BEACH, FL--(Marketwire - December 5, 2007) - Perihelion Global (PINKSHEETS: PHGI), a development company with interests in natural resources, alternative energies, and advanced communications, today announced that the company has received an additional required permit approval relating to the construction of its first Opp, Alabama biodiesel refinery from the Alabama Department of Environmental Management ("ADEM"). The permit received was an air permit in regards to 'biodiesel manufacturing and associated process vessels.' To the best of the company's knowledge, Perihelion has now completed the permitting process.

The company also announced that effective at the close of business on December 27, 2007, Oregon-based Transfer Online, Inc. has been appointed the company's new transfer agent. Perihelion's current agent, American Registrar and Transfer Co, has notified the DTCC of this transition date.

The company is now proceeding on completing the full assembly and construction of the refinery that was originally transported into Opp this fall. Perihelion management advises shareholders that due to contractor delays relating to the manufacture and construction of the building, initial production of biodiesel will likely be slightly delayed from the late December 2007 date as originally conceived. Construction of the site can be viewed live on the PeriheliBlog located at www.perihelionglobal.com/blog.

The company continues to receive requests for employment at the refinery and reminds interested parties that resumes can be submitted to [e-mail] for consideration. The construction of the refinery has generated substantial interest from the general public. The company would also like to remind the public that while visitors are welcome for prearranged tours, the site is an active construction zone and entry on the premises without prior written approval is strictly prohibited. Any violators will be prosecuted for trespassing. This measure is to comply with insurance regulations, local and state safety regulations concerning commercial construction zones, and federal OSHA requirements. The company believes it can adequately meet the public interest in following the progress of the project while complying with local, state and federal safety requirements with the 4 live webcams currently in operation and the prearranged guided tours.

Perihelion Executive Vice President Michael Varley commented, "We appreciate the work of ADEM in fostering an efficient permitting process, and we're happy to be one step closer to bringing Opp its first biodiesel refinery. With oil prices continuing to rise, we continue to see great interest in renewable fuels and believe they will become more and more competitive in the open market against fossil fuels. With the permitting process believed complete, we can now focus on the remaining construction of the plant and helping Alabama and the United States as a whole move towards a more sustainable future."

About Perihelion Global:

Perihelion Global focuses on the acquisition, development and management of technologies, strategic commodity reserves and assets in the energy, natural resource and communications markets. Perihelion's management team specializes in providing solutions for the strategic challenges of the 21st Century. We lead with decades of experience in environments that are mission critical in today's global marketplace: Technology, Energy and Communications.

Website: www.perihelionglobal.com

Caution Regarding Forward-Looking Statements

This press release contains historical information as well as forward-looking statements that are based upon our estimates and anticipation of future events that are subject to certain risks and uncertainties that could cause actual results to vary materially from the expected results described in the forward-looking statements. The words "anticipate," "believe," "estimate," "expect," "hopeful," "intend," "may," "optimistic," "preliminary," "project," "should," "will," and similar expressions are intended to identify these forward-looking statements. There are numerous important factors that could cause our actual results to differ materially from those in the forward-looking statements. Thus, sentences and phrases that we use to convey our view of future events and trends are expressly designated as Forward-Looking Statements as are sections of this news release clearly identified as giving our outlook on future business.

These forward-looking statements are subject to significant risks, assumptions and uncertainties, including, among other things, the following important factors that could affect the actual outcome of future events:

-- General economic conditions, either nationally or in our market area, that are worse than expected;

-- regulatory and legislative actions or decisions that adversely affect our business plans or operations;

-- price competition;

-- inflation and changes in the securities markets that adversely affect the fair value of our operations; and

-- changes in our organization, compensation and benefit plans.

We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made, and wish to advise readers that the factors listed above could affect our financial performance and could cause actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. We do not undertake and specifically decline any obligation to publicly release the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Contacts:
John H. Beebe
Chairman, Chief Executive Officer & President
Perihelion Global
866-748-7610 (Toll Free) x 719
[e-mail]

Michael R. Varley
Executive Vice President
866-748-7610
[e-mail]

www.marketwire.com/press-release/Perihelion-Global-Receives-Biofuel-Refinery-Permit-From-Alabama-Department-Environmental-799980.htm

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Cosway Industries, Inc Appoints Transfer Online, Inc of Portland, Oregon as Company Transfer Agent
MARY ESTHER, FL--(Marketwire - January 7, 2008) - Cosway Industries, Inc, an SEC-reporting shell company, today announced that Transfer Online, Inc of Portland, Oregon has been appointed the company transfer agent.

Transfer Online will facilitate the company's stock transfer activities and provide shareholders access to many online services available through the Transfer Online website. The company believes that working with one of the industry's most well respected transfer agents will enhance the shareholder experience and provide the company an efficient and accurate share transfer mechanism.

Cosway Industries, Inc common shares are not currently trading. The company has obtained a CUSIP number and is working towards obtaining a ticker symbol for trading on the Over-the-Counter Bulletin Board (OTCBB).

About Transfer Online

Transfer Online is an online stock transfer agent, financial services provider, and consulting firm, with expertise in traditional services -- as well as integration of new technologies. Our vision is to create a new model for recordkeeping that meets the needs of growing companies. We can handle any technology challenge, and provide flexible solutions tailored to meet customer needs. Through our proprietary software, we are able to provide our clients and their shareholders with immediate access to their information. All shareholder information -- names, addresses, phone numbers, taxpayer information, share ownership and historical data -- is available online. And issuers, too, can access a comprehensive suite of tools and reports at any time by logging into TransferOnline.com. We believe in providing this complete package of transfer agent services at an affordable price. www.transferonline.com

Contact:
John H. Beebe
Chairman, Chief Executive Officer & President
Cosway Industries
Ph. [phone]

www.marketwire.com/press-release/Cosway-Industries-Inc-Appoints-Transfer-Online-Inc-Portland-Oregon-as-Company-Transfer-808016.htm

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Perihelion Canada Appoints Transfer Online, Inc of Portland, Oregon as Company Transfer Agent
SANTA ROSA BEACH, FL--(Marketwire - January 9, 2008) - Perihelion Canada, Inc, a Canadian shell subsidiary company, today announced that Transfer Online, Inc of Portland, Oregon will be appointed the company transfer agent.

Transfer Online will facilitate the company's stock transfer activities and provide shareholders access to many online services available through the Transfer Online website. The company believes that working with one of the industry's most well respected transfer agents will enhance the shareholder experience and provide the company an efficient and accurate share transfer mechanism.

Perihelion Canada common shares are not currently trading on a Canadian exchange. The company is working with its Canadian counsel and expects to facilitate the trading of these shares in the future.

About Transfer Online

Transfer Online is an online stock transfer agent, financial services provider, and consulting firm, with expertise in traditional services -- as well as integration of new technologies. Our vision is to create a new model for recordkeeping that meets the needs of growing companies. We can handle any technology challenge, and provide flexible solutions tailored to meet customer needs. Through our proprietary software, we are able to provide our clients and their shareholders with immediate access to their information. All shareholder information -- names, addresses, phone numbers, taxpayer information, share ownership and historical data -- is available online. And issuers, too, can access a comprehensive suite of tools and reports at any time by logging into TransferOnline.com. We believe in providing this complete package of transfer agent services at an affordable price. www.transferonline.com

About Perihelion Global:

Perihelion Global (PINKSHEETS: PHGI) focuses on the acquisition, development and management of technologies, strategic commodity reserves and assets in the energy, natural resource and communications markets. Perihelion's management team specializes in providing solutions for the strategic challenges of the 21st Century. We lead with decades of experience in environments that are mission critical in today's global marketplace: Technology, Energy and Communications.

Website: www.perihelionglobal.com

Caution Regarding Forward-Looking Statements

This press release contains historical information as well as forward-looking statements that are based upon our estimates and anticipation of future events that are subject to certain risks and uncertainties that could cause actual results to vary materially from the expected results described in the forward-looking statements. The words "anticipate," "believe," "estimate," "expect," "hopeful," "intend," "may," "optimistic," "preliminary," "project," "should," "will," and similar expressions are intended to identify these forward-looking statements. There are numerous important factors that could cause our actual results to differ materially from those in the forward-looking statements. Thus, sentences and phrases that we use to convey our view of future events and trends are expressly designated as Forward-Looking Statements as are sections of this news release clearly identified as giving our outlook on future business.

These forward-looking statements are subject to significant risks, assumptions and uncertainties, including, among other things, the following important factors that could affect the actual outcome of future events:


-- General economic conditions, either nationally or in our market area,
that are worse than expected;

-- regulatory and legislative actions or decisions that adversely affect
our business plans or operations;

-- price competition;

-- inflation and changes in the securities markets that adversely affect
the fair value of our operations; and

-- changes in our organization, compensation and benefit plans.
We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made, and wish to advise readers that the factors listed above could affect our financial performance and could cause actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. We do not undertake and specifically decline any obligation to publicly release the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Contact:
John H. Beebe
Chairman, Chief Executive Officer & President
866-748-7610 (Toll Free)
[e-mail]

www.marketwire.com/press-release/Perihelion-Canada-Appoints-Transfer-Online-Inc-Portland-Oregon-as-Company-Transfer-Agent-808969.htm

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Perihelion Global Announces Corporate Update
SANTA ROSA BEACH, FL--(Marketwire - June 16, 2008) - Perihelion Global (PINKSHEETS: PHGI) today announced that the company has enacted a corporate restructure effective at the market open on June 17, 2008.

On June 17, 2008 Perihelion Global will affect a reverse split of all the Company's Common Shares and Series B & C Preferred Shares. The ratio for Common Shares and Series C Preferred is as follows:


-- The Reverse Split of all Common Shares of Perihelion Global will be
530:1. This is a mandatory exchange and the certificate in your possession
or shares held at your broker dealer must be exchanged within 30 days of
this notice: July 18, 2008. Shares that are not presented for exchange
within this time frame will be declared null and void.

-- The reserve split of the Preferred Series C Shares will be 30:1. This
is a mandatory exchange and the certificate in your possession or shares
held at your broker dealer must be exchanged within 30 days of this notice:
July 18, 2008. Shares that are not presented for exchange within this time
frame will be declared null and void.
All other existing previous provisions of the Series B Preferred Share Class, including existing voting rights and the Series C Preferred Share Class conversion will remain unchanged.

If you are a shareholder of record holding a paper certificate a letter has been mailed to you informing you of this corporate action at the address our Transfer Agent has on file.

All shares will be required to be payable upon surrender to the company's Transfer Agent, regardless of the class of stock. The company has also been re-incorporated in the State of Nevada effective this date. After the reverse split and share surrender all shares will no longer bear the State of Delaware Incorporation designation but will hereafter bear the State of Nevada Incorporation designation.

The company's CUSIP number has also been changed and will be reflected on all new shares. The Company has also been assigned a new trading symbol (PRGL) effective June 17, 2008.

IMPORTANT NOTICE: All shares, regardless of the class of stock must be surrendered directly to the company's Stock Transfer Agent, Transfer Online, not the company. If you have shares held on deposit with a licensed broker dealer, then your broker dealer is responsible to surrender the shares to Transfer Online on your behalf by July 18, 2008. Please contact your broker dealer directly with any questions.

For shareholders of record, Transfer Online's mailing address is:


Transfer Online, Inc.™
317 SW Alder Street, 2nd Floor
Portland, OR 97204
Phone: [phone]
Please be advised that Transfer Online charges a $20 fee for the surrender and issuance of each new share certificate. Please include this fee Payable to Transfer Online, Inc. when you surrender your share certificate. Failure to pay Transfer Online, Inc. may result in your shares not being reissued.

About Perihelion Global:

Perihelion Global focuses on the acquisition, development of technologies, strategic commodity reserves and assets in the energy, natural resource and communications markets.

Website: www.perihelionglobal.com

Contact:
Perihelion Investor Relations
[e-mail]
866-748-7610

www.marketwire.com/press-release/Perihelion-Global-Announces-Corporate-Update-869263.htm

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PureSpectrum, Inc. Appoints Transfer Online, Inc. as Transfer Agent
SAVANNAH, GA--(Marketwire - June 17, 2008) - PureSpectrum, Inc. (PINKSHEETS: PSPM) has appointed Transfer Online, Inc. to provide transfer agent services for PureSpectrum shareholders effective June 17, 2008.

Transfer Online is a stock transfer agent, financial services provider, and consulting firm that blends expertise in traditional services with an understanding of the importance and convenience of utilizing new technologies. Transfer Online's innovative services are tailored to meet the needs of growing companies by offering flexible solutions to accommodate shareholder needs.

PureSpectrum, an emerging lighting technology solutions provider with multiple proprietary technologies related to fluorescent lighting, identified Transfer Online as the best choice to ensure operational efficiency for its rapidly expanding shareholder base. Shareholders will be provided with a variety of services and information that include online account access, contact information, stock holdings, transfer status, proxy voting and multiple account management.

"This change in transfer agent is in line with the continuation of PureSpectrum's evolution into a revenue generating entity," said PureSpectrum president and CEO Lee Vanatta. "As our shareholder population has become broader and more sophisticated, we understand the need to make more information available as quickly as possible. We believe Transfer Online's unique capabilities improve our ability to effectively and efficiently distribute critical information to our shareholders in a timely fashion while also giving us an avenue to keep the entire investing community abreast of PureSpectrum's activities."

The conversion process requires no action from current shareholders, and all communication related to shareholder transactions will be directed to Transfer Online, Inc. at www.transferonline.com or via telephone at [phone]. Transfer Online, Inc. may also be reached at 317 SW Alder Street, 2nd Floor, Portland, OR 97204.

Go to www.purespectrumlighting.com or www.pinksheets.com for more information about PureSpectrum or to view PureSpectrum's full financial documentation through December 31, 2007. Call [phone] with inquiries regarding PureSpectrum or PureSpectrum Technology.

ABOUT PURESPECTRUM

PureSpectrum (PINKSHEETS: PSPM) is a publicly traded technology company founded and headquartered in Savannah, Ga. The company's values are grounded in an awareness of the increasing urgency to identify more efficient energy solutions. PureSpectrum currently holds the rights to multiple patents and patent applications related to an electronic ballast design which would produce a soft switching environment during power conversion for artificial lighting. PureSpectrum will continue its commitment to researching, developing and refining ideas that will provide the most energy efficient, cost effective methods for powering artificial light. For more information on PureSpectrum, please call [phone] or visit www.purespectrumlighting.com.

Certain statements contained in this news release regarding matters that are not historical facts may be forward-looking statements. Because such forward-looking statements include risks and uncertainties, actual results may differ materially from those expressed in or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, uncertainties pertaining to continued market acceptance for PureSpectrum's products and services, its ability to succeed in growing revenue, the effect of new competitors in its market, integration of acquired businesses, and other risk factors identified from time to time by PureSpectrum.

Media Contact:
Stephen Weeks
[phone]

www.marketwire.com/press-release/PureSpectrum-Inc-Appoints-Transfer-Online-Inc-as-Transfer-Agent-869377.htm

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Hollund Industrial, Inc. Announces Temporary Restraining Order and Lawsuit
BRANSON, MO--(Marketwire - June 25, 2008) - Hollund Industrial, Inc. (PINKSHEETS: HLLD) ("Hollund" or the "Company") announced today that a lawsuit was filed by Mr. Lonnie Hayward in Case # S-084340 in the Supreme Court of British Columbia on June 17, 2008, alleging breach of a contract.

The lawsuit names as defendants John Briner, Erwin Liem and President's Corporate Group Inc. ("PCG"), a private company Mr. Liem controls. It also names as defendants Swiss brokerage Rahn and Bodmer Banquiers and Oregon transfer agent Transfer Online Inc. The plaintiffs are Hollund and Mr. Hayward.

On June 20th, 2008, Hollund was granted a temporary restraining order and an injunction restraining the transfer of 25.5 million HLLD shares that allegedly were illegally issued and transferred. Both Hollund and Mr. Hayward fear that because of the past conduct and questionable dealings relating to PCG, and because Mr. Briner and Mr. Liem improperly obtained the 25.5 million shares, the Company will suffer continuing and irreparable harm.

"This lawsuit is consistent with our commitment to protecting our legitimate shareholders, and it is our intention to fully support Mr. Hayward as we vigorously seek justice in the courts," states Michael Lacy, President and CEO.

About Hollund Industrial, Inc.

Hollund Industrial, Inc. (PINKSHEETS: HLLD) is a technology development and production company focused on the marine industry. Hollund Industrial Robotics Systems Inc, Hollund's wholly owned subsidiary, has the exclusive patents to TigerLynk technology. TigerLynk is an innovative heavy machine system being developed for remote underwater construction, forestry, mining, and flood emergency response applications.

For more information on Hollund, visit www.HollundIndustrial.com.

For more information on TigerLynk machinery, visit www.TigerLynk.com.

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the "ACT"). In particular, when used in the preceding discussion, the words "estimated," "believe," "optimistic," "expect," and similar conditional expressions are intended to identify forward-looking statements within the meaning of the ACT and are subject to risks and uncertainties, and actual results could differ materially from those expressed in forward-looking statements. Such risks and uncertainties include, but are not limited to, unfavorable market conditions, increased competition, limited working capital, and failure to implement business strategies, actions by regulatory agencies, and other risks.

CONTACT:
For investor relations
Karolina Czajka
866-840-7219

www.marketwire.com/press-release/Hollund-Industrial-Inc-Announces-Temporary-Restraining-Order-and-Lawsuit-872944.htm

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Gemini Explorations Inc. Recommends Security Holders Vote FOR the Proposed Amendments to Articles
CALGARY, AB--(Marketwire - September 18, 2009) - Gemini Explorations, Inc. ("Gemini") (OTCBB: GMXS) Gemini has scheduled a special meeting for shareholders to be held on September 21, 2009 as announced and filed in the Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 on August 20, 2009. The two amendments to articles are an increase in authorized share capital and the authorization of creation of preferred stock, issuable in series, for which the Board of Directors may fix and determine the designations, rights, preferences or other variations of each class or series within each class of preferred stock.

The company needs to do this in order to facilitate future financing activities and without shareholder approval FOR the amendments, Gemini will not be able to raise additional capital at this time. As of Thursday, September 17, 2009 Gemini does NOT have the required number of votes to pass these amendments with only 18% of shareholders submitting their proxy cards.

The board of directors urge shareholders to vote their proxy FOR the Proposals today by signing, dating and returning their proxies. The proxy card can be faxed to Gemini's transfer agent Transfer Online, Inc at 503-227-6874 attn: Jen or by email to [e-mail].

To vote by internet go online and cast your ballot electronically, in accordance with the following instructions:


1. Go to www.transferonline.com/proxy
2. Enter your Proxy ID and Authorization Code
3. Press Continue
4. Make your selections
5. Press Vote Now
The deadline for submitting the proxy card will be 9am PST, September 21, 2009.

Proxy statement is available online at www.transferonline.com/gemini

PLEASE NOTE: Stockholders who do not hold their common stock in their own name (referred to as "Beneficial Stockholders") should note that only proxies deposited by stockholders whose names appear on the records of our company as the registered holders of the common stock can be recognized and acted upon at the Meeting. If common stocks are listed in an account statement provided to a stockholder by a broker, then in almost all cases those common stocks will not be registered in the stockholder's name on the records of our company.

Such common stocks will more likely be registered under the names of the stockholder's broker or an agent of that broker.

Applicable regulatory policy requires intermediaries and brokers to seek voting instructions from Beneficial Stockholders in advance of stockholders' meetings. Every intermediary and broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Stockholders in order to ensure that their common stocks are voted at the Meeting. The form of proxy supplied to a Beneficial Stockholder by its broker (or the agent of the broker) is similar to the proxy card provided to registered stockholders by our company. However, its purpose is limited to instructing the registered stockholder (the broker or agent of the broker) how to vote on behalf of the Beneficial Stockholder.

A Beneficial Stockholder receiving an intermediary proxy cannot use that proxy to vote their common stocks directly at the Meeting -- the proxy must be returned to the intermediary well in advance of the Meeting in order to have their common stocks voted at the Meeting.

Notice Regarding Safe Harbor for Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. This release or any other written or oral statements made by or on behalf of the company may include forward-looking statements that reflect the company's current views with respect to future events and financial performance. All statements other than statements of historical facts included in this release are forward-looking statements. Forward-looking statements can generally be identified by the use of forward-looking terminology such as "may," "will," "plan," "expect," "intend," "estimate," "anticipate," "believe" or "continue" or their negative or variations or similar terminology. All forward-looking statements address matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. We believe that these factors include but are not limited to ineffectiveness or obsolescence of our business strategy due to changes in current or future market conditions; increased competition on the basis of pricing, capacity, coverage terms or other factors; greater frequency or severity of claims and loss activity, including as a result of natural or man-made catastrophic events, than our underwriting, reserving or investment practices anticipate based on historical experience or industry data; the effects of acts of terrorism or war; developments in the world's financial and capital markets that adversely affect the performance of our investments; changes in regulations or laws applicable to us, our subsidiaries, brokers or customers; acceptance of our products and services, including new products and services; changes in the availability, cost or quality of reinsurance and failure of our reinsurers to pay claims timely or at all; decreased demand for our insurance or reinsurance products; loss of the services of any of our executive officers or other key personnel; the effects of mergers, acquisitions and divestitures; changes in rating agency policies or practices; changes in legal theories of liability under our insurance policies; changes in accounting policies or practices; and changes in general economic conditions, including inflation and other factors. Forward-looking statements speak only as of the date on which they are made, and the company undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

Michael Hill
President & CEO
Gemini Explorations, Inc.
Suite 103, 240-11th Ave SW
Calgary, AB T2R 0C3
1-877-331-8777
Email: [e-mail]

www.marketwire.com/press-release/Gemini-Explorations-Inc-Recommends-Security-Holders-Vote-FOR-Proposed-Amendments-Articles-1205350.htm

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Transfer Online, Inc., an SEC Registered Transfer Agent and Registrar Announces New Office Location
PORTLAND, OR--(Marketwire - March 2, 2010) - Transfer Online, Inc., an SEC registered transfer agent and registrar, announced today that they have moved their main office to 512 SE Salmon St., Portland, Oregon, 97214.

Founded in 1999, Transfer Online, Inc. has quickly grown to be an international company with offices in New York, New York and Mumbai, India. Offering a full range of products and services including transfer agent and registrar services, regulatory and disclosure services, printing and proxy services.

Transfer Online, Inc. is also a software and technology company that develops trading platforms, stock offering software and other custom financial services applications.

For more information on Transfer Online, Inc., visit www.transferonline.com.

Contact:

Bryan Cochran
Transfer Online, Inc.
503-227-2950

www.marketwire.com/press-release/Transfer-Online-Inc-SEC-Registered-Transfer-Agent-Registrar-Announces-New-Office-Location-1194107.htm

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Caribbean Casino and Gaming Corp. Requirements to Complete the Conversion Offer 3 for 2 on Stock
MIAMI, FL--(Marketwire - January 18, 2011) - Caribbean Casino and Gaming Corp. (PINKSHEETS: CGAQ). On October 29, 2010, CGAQ announced the conversions of stock from 3 to 2; for this process to begin these are the exact requirements that are needed for the conversion.

If you have a balanced account (Don't have a physical certificate)

Copy of email with the news release.
Copy of acceptance of offer (Must be dated before October 29, 2010).
Everything must be mailed to Transfer Online, Inc., attention Carolyn Hall, 512 SE Salmon St., Portland, OR 97214.
Must send a check for USD$30.00 if DWAC it is USD$50.00.
If you have the physical certificate

If your account is with a broker you must sign the back and date it, must be mailed to Transfer Online, Inc., attention Carolyn Hall, 512 SE Salmon St., Portland, OR 97214. Must send a check for USD$30.00 if DWAC it is USD$50.00.

FORWARD-LOOKING STATEMENT
This report contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E the Securities Exchange Act of 1934, as amended and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. "Forward-looking statements" describe future expectations, plans, results, or strategies and are generally preceded by words such as "may," "future," "plan" or "planned," "will" or "should."

Any questions contact
Roberto Cabrera
Investor Relations
[e-mail]

www.marketwire.com/press-release/Caribbean-Casino-Gaming-Corp-Requirements-Complete-Conversion-Offer-3-2-on-Stock-1381339.htm

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TimeShare Holdings, Inc. Announces Change in Transfer Agent
LAS VEGAS, NV--(Marketwire - January 18, 2011) - TimeShare Holdings, Inc. (OTCQB: TMSH) (PINKSHEETS: TMSH)

TimeShare Holdings, Inc. ('TMSH' or 'The Company') announces that it has initiated a change in its transfer agent to Transfer Online, Inc. The transition will be completed on or about January 20, 2011.

New Transfer Agent Contact Information:

Transfer Online, Inc.™
512 SE Salmon Street
Portland, OR 97214
Phone: [phone]
FAX: [phone]

"Establishing a relationship with a new transfer agent is one of many important and complex operational changes the company is in the process of making," says Paul Thompson, Vice President of Investor Relations. "It was important for us and for our shareholders to have a transfer agent working on our behalf who could provide robust services with a high level of competency, integrity and transparency. TMSH is being presented with new ventures on a daily basis and finalizing several projects and acquisitions. We are pleased to have a company like Transfer Online competently managing our transfer and registrar affairs so that the Company can focus on increasing shareholder value."

The Company will update shareholders with current share structure information after the transition to Transfer Online, Inc. is completed. The Transfer Agent will begin taking calls from TMSH shareholders on Monday, January 24, 2011.

Safe Harbor Statement

This news release contains "forward-looking statements" as that term is defined in Section 21E of the Securities Exchange Act of 1934. Statements in this press release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements in this release include statements regarding the Company's projections regarding Biogas, PV Solar Energy, Wind Energy other alternative energy explorations in future periods. Factors that could cause actual results to differ materially from anticipated results include risks and uncertainties such as: risks relating to PV Solar Energy, Wind Energy other alternative energy development risks; the risk of commodity price fluctuations; political and regulatory risks; risks of obtaining required operating permits and other risks such as weather conditions uncertainties. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact:
Paul Thompson
Vice President Investor Relations
TimeShare Holdings, Inc. - USA
[e-mail]

www.marketwire.com/press-release/TimeShare-Holdings-Inc-Announces-Change-in-Transfer-Agent-OTCQB-TMSH-1381868.htm

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Transfer Online, Inc. Successfully Completes Implementation of Cost Basis Reporting
Implementation Ensures Ability to Comply With Current Regulations

PORTLAND, OR--(Marketwire - February 1, 2011) - Transfer Online, Inc. announced today that they are in full compliance with all aspects of Cost Basis Reporting.

"This first month of 2011 clearly demonstrates our ability to continue our commitment to developing the best solutions for our clients," said Lori Livingston, President and CEO of Transfer Online, Inc.

Transfer Online was founded in 1999 as the first online-only stock transfer agent in the United States, and currently provides stock transfer services to approximately 400 companies. In 2001, the company created the first private trading board ("PTB") for shareholders of Portland Brewing to trade shares with each other, requiring a no-action letter from the SEC to do so. In 2005, Transfer Online built a PTB for Restricted Class B shareholders of Mastercard, Inc., which preceded Mastercard's initial public offering a year later.

About Transfer Online
Transfer Online, located in Portland, Oregon, is a stock transfer agent and financial services firm. Transfer Online combines the support of a brick and mortar transfer agent with the latest technology to provide their clients with the highest degree of accuracy and speed. With custom built back office applications and a powerful website, Transfer Online makes possible a measure of convenience for the client that is unmatched by paper-only transfer agents. Their team brings decades of Wall Street experience with emphasis on secure recordkeeping and securities processing. www.transferonline.com

Transfer Online, Inc.
[e-mail]

www.marketwire.com/press-release/Transfer-Online-Inc-Successfully-Completes-Implementation-of-Cost-Basis-Reporting-1388968.htm