An irreverent Wall Street Blog
by Bill Singer
by Bill Singer
Advanced Cannabis Solutions Goes Up In SEC Smoke
March 28, 2014
You ever have one of those days? For example, it's a Friday and you're sort of burned out after a week of nonsense and find yourself looking at the clock and wishing that the hour hand would move faster so that you could begin your weekend. And then, you stumble across a seemingly mundane press release from the Securities and Exchange Commission and it just strikes you as hilarious but for the fact that there's not much humor in the release.
Consider these opening line from an SEC press release ('34 Act Release No. 71814, March 27, 2014):
The Securities and Exchange Commission ("Commission") announced the temporary suspension, pursuant to Section 12(k) of the Securities Exchange Act of 1934 ("Exchange Act"), of trading in the securities of Advanced Cannabis Solutions, Inc. ("Advanced Cannabis") of Colorado springs, Colorado, at 9:30 a.m. EDT on March 27, 2014, and terminating at 11:59 p.m. EDT on April 9, 2014.The Commission temporarily suspended trading in the securities of Advanced Cannabis due to a lack of current and accurate information concerning the securities of Advanced Cannabis. There are questions regarding whether certain undisclosed affiliates and shareholders of Advanced Cannabis common stock engaged in an unlawful public distribution of securities. Advanced Cannabis common stock is dually-quoted on the OTC Bulletin Board and OTC Link. This order was entered pursuant to Section 12(k) of the Exchange Act. . .
In response to the suspension, Advanced Cannabis Solutions issued its own press release, Advanced Cannabis Solutions, Inc. Comments on SEC Stop Trading Order (March 27, 2014):
Today the Securities and Exchange Commission temporarily stopped trading in the Company's common stock. The SEC's reason for the stop trading order was that "There are questions regarding whether certain undisclosed affiliates and shareholders of Advanced Cannabis' common stock engaged in an unlawful public distribution of securities". No one at the SEC contacted the Company or any of its officers or directors regarding whatever questions they had regarding this matter.All of the shares owned by the Company's officers and directors are restricted and have not traded in the public market.About Advanced Cannabis SolutionsACS provides a comprehensive set of solutions to the regulated cannabis industry, including real estate leasing and cannabis business consulting. ACS plans to work exclusively with licensed and regulated clients.ACS does not grow, harvest, distribute or sell cannabis or any substances that violate United States law or the Controlled Substances Act, nor does it intend to do so in the future. . .
So what does this all mean?
Did the Advanced Cannabis Solutions shares go up in smoke?
Is there any truth to the rumor that the four person team of SEC examiners got a contact high during their on-site examination and ordered three dozen pizzas and a case of Oreo cookies for lunch?
If members of the SEC tried to telephone the company, were they put on hold and forced to listen to hours of Jimi Hendrix's "Purple Haze?"
Has anyone confirmed that among the detailed written responses submitted in response to an SEC demand for a list of affiliates was:
Good sense, innocence, cripplin' mankindDead kings, many things I can't defineOccasions, persuasions clutter your mindIncense and peppermints, the color of timeWho cares what games we choose?Little to win but nothin' to lose
Can anyone confirm that when one of the purported undisclosed shareholders was warned that the FBI could serve him with a warrant demanding his testimony, he replied:
Sittin' and starin' out of the hotel window.Got a tip they're gonna kick the door in againI'd like to get some sleep before I travel,But if you got a warrant, I guess you're gonna come in.
I have heard that an attempted deposition of the purported affiliates and shareholders got sidetracked. Apparently, they were asked "What?" and responded "What?" and were then asked "What?" and then replied "What?" And then everyone started getting the munchies and they adjourned for the day or, like, you know, for, well, whatever amount of time until tomorrow or beyond or like, you know, not yesterday even but earlier afterwards, and maybe not so long but, hey, you gonna eat that?
Finally, does anyone know whether this purported SEC top-secret, internal memo discussing how to respond to the firm's alleged failure to timely reply is referring to current SEC Chair Mary Jo White or former SEC Chair Mary Schapiro?
And when the morning of the warning's passed, the gassedAnd flaccid kids are flung across the starsThe psychodramas and the traumas goneThe songs are left unsung and hung upon the scarsAnd then along comes MaryAnd does she want to see the stains, the dead remains of all the painsShe left the night beforeOr will their waking eyes reflect the lies, and make themRealize their urgent cry for sight no more<div>
UPDATE
Reader of BrokeAndBroker Blog (apparently with far too much time on their hands) offered these observations:
- Its share certificates are gummed on the longer side and make better doobies at lower cost. Highly recommended for making sense of AWCs
- I think that they were all "Dazed and Confused."