Full Cohen Independent Research Group Inc. Disclaimer

Cohen Independent Research Group, Inc. (CR) is an Investor Relations firm hired by certain companies and third parties to provide Investor Awareness services to micro cap, small cap companies and other private and public companies.   Readers of our Information are hereinafter referred to as ‘Reader’ or ‘Readers’.  This disclaimer is to be read and understood before using Information.  By using or viewing any Information, you agree that you have read this disclaimer in full, understand it and proceed to use or view Information in agreement that you alone bear complete responsibility for your own investment research, investment decisions and due diligence.  Cohen Independent Research Group, Inc. and Grass Roots Research and Distribution, Inc. use identical interchangeable disclaimers.

General Information

Do not base any investment decision on Information in this  commercial advertisement including financial projections, price targets, buy/sell and trading recommendations and forecasted business prospects.  This publication is not provided to any particular individual with a view toward their investment circumstances. CR is hereinafter collectively referred to as CR,  “we” or “us” or “our”.  When the words ‘research’, ‘research report’ and ‘report’ are used on our website and in our reports, these words mean report/release/advertisements, aka commercial advertisements.   The words “third party” are collectively defined as private and public corporations, IR, PR, investor awareness firms, third party shareholders and other entities not affiliated with CR. Investor Awareness programs are designed to help companies communicate their investment characteristics CR does not give investment advice and is not a registered Investment Advisor or a member of any association for other research providers.  CR distributes report/release/advertisements, aka commercial advertisements and other Information and are for general Information purposes only.

Distribution Sources

Never invest in any stock featured, distributed, posted, written and/or edited by CR or a third party, on CR or third party Web Sites, Emails / Newsletters, Social Media posts or Social Media profiles or Social Media networks including Facebook Status / Posts / Updates, Twitter Tweets / Posts / Updates or any other Social Media based source, Blog Postings, YouTube or other Video Content, Corporate Profiles, Research Reports, Analyst Reports, PowerPoint Presentations, Corporate Videos, CEO Video Interviews, Press Releases, Banners, Google / Yahoo/ Bing  or other Search Engine Advertising or Listings, Images, and/or Web-Based Discussion Board Postings or any other Information, Electronic Content and Written Content (Collectively referred hereafter as “Information”), unless you can afford to lose your entire investment.  CR electronically disseminates the Information on its Websites, in newsletters, featured reports and spam compliant email communications pertaining to Profiled Companies’ (the “Issuer” or “Issuers” or “Profiled Company” or “Profiled Companies”), the securities of which are most frequently common stock shares quoted on the Over the Counter Bulletin Board (“OTCBB”) or Pink Sheets (the “Securities”).
 
Information, Electronic or Written

All Information herein is not intended to be used for investment advice.  Under no circumstances is this commercial advertisement to be used or considered as an offer to sell or a solicitation of any offer to buy any security or other debt instruments, or any options, futures or other derivatives related to such securities herein.  CR electronically disseminates the Information on its websites, commercial advertisements, in newsletters and email communications pertaining to issuers of securities (the "Issuer" or "Issuers" or "Profiled Company" or "Profiled Companies").  A Profiled Company's securities are most frequently quoted on the Over the Counter Bulletin Board ("OTCBB") or the Pink Sheets.  Certain Pink Sheet stocks may or may not have audited financial statements. CR and its data vendors do not warranty that such SEC filing data, or any third party information or distribution of CR research and other compiled data is accurate. CR advises recipients of all such data to be validated by the issuing company including all statistical Information derived from SEC filings, from data sources or financial Information and data from the issuing company contained herein. The Information is forecasted in report/release/advertisements, aka commercial advertisements and is primarily based on publicly available Information, such as quarterly (sometimes with un-audited financial statements) and annual reports (with audited financial statements) filed with the Securities and Exchange Commission ("SEC"), quarterly and annual audited and/or un-audited financial reports and Information and Disclosure Statements filed with Pink Sheets, the Issuer's website and Information obtained through contracted research analysts, search engines such as Yahoo Finance, Market Watch and Business Wire.  CR does not endorse, independently verify or assert the truthfulness, validity, accuracy, completeness, or reliability of the Information disseminated by an issuing company used in any CR commercial advertisement. 

Release of Liability

CR assumes no liability for any short term or long term investment decision by any investor of our recommended stocks or any third party’s use of CR research materials. The reader of the Information hereby indemnifies CR from any liability for any claimed direct, indirect, incidental, punitive, or consequential damages pertaining to the disseminated Information. The reader acknowledges that CR will not be liable to any person or entity for the quality, accuracy, completeness, reliability or timeliness of Information in this commercial advertisement, or for any direct, indirect, consequential, incidental, special or punitive damages that may arise out of the use of Information, products or services from any person or entity including but not limited to lost profits, loss of opportunities, trading losses, and damages that may result from any incompleteness or inaccuracy in any of CR’s profiled companies of the disseminated Information.  CR does not undertake any responsibility whatsoever for updating the Information contained in its prior publications.

Corporate, Third Party and Promotional Firm’s Activities

CR disclaims and is not a part of or connected to any corporation or third party IR, PR or investor awareness firm’s methods of operation, distribution, programs and use of CR’s research materials.  (a) CR may act as an independent non-affiliated subcontracting vendor of research materials to certain third party corporations, investor awareness, IR and PR firms.  (b) All CR subcontracted vended research materials become assets of a paying third party client to use at their choice, and do not represent in any way CR’s endorsement or participation in any third party’s corporation, IR, PR or investment awareness programs.  CR is not a part of, connected to or responsible for any content, associated links, resources, or services associated with any third party website or means of communication. (c) CR is not a part of or connected to any and all potentially illegal corporate, third party, promotional firms, IR, PR firms, outside communications of all types, including outside trading activities. (d) CR has no knowledge or inside Information or participation in any illegal activities, including illegal trading, of any of its profiled companies or third party clients.  (e) Such activities might include:  causes of potential bankruptcy, fraud, fraudulent and false dissemination of Information and other dissemination of Information, insider trading, corporate and third party non-disclosure, illegal trading, trading manipulation, other legal issues and regulatory violations. (f) Certain content in our releases or website may be written, edited and published by our clients or third parties. Our releases and website may contain the symbols of companies and/or news feeds about companies that are not being profiled by us but refer to certain activity in the micro cap or penny stock market that we have profiled or are currently highlighting. Readers are advised that all reports and news feeds are issued solely for informational purposes. (g) Our profiled companies on our website may not have approved certain or any statements within the website or research reports. (h) This release may provide hyperlinks to third party websites or access to third party content for which we are not responsible.  (i) By accessing, viewing, or using our website, release or communications originating from this commercial advertisement, you agree that you alone are entirely responsible for your investment decision(s). (i) CR and its outside sources have no firsthand knowledge of any profiled company, corporation or third party IR, PR and investment awareness firm’s capabilities, intent, resources, financing, operations, politics, inner workings, plans, management competence and decisions, internal corporate and third party goals, ethical standards, or their ability to reach their corporate or third party goals.

Reader’s Due Diligence and Regulatory Sources

The Information should only be used, at most, and if at all, as a starting point for Readers to conduct a thorough investigation of the Profiled Company and its securities, to consult with their financial, legal or other advisor(s) and avail themselves of filings and Information that may be accessed at www.sec.gov . or www.picksheets.com or other electronic medium, including:  (a) Reviewing SEC periodic reports (Forms 10-Q and 10-K), reports of material events (Form 8-K), insider reports (Forms 3, 4, 5 and Schedule 13D); (b) Reviewing Information and Disclosure Statements and unaudited financial reports filed with the Pink Sheets; (c) Obtaining and reviewing publicly available Information contained in commonly known search engines such as Google; and (e) Investment guides at www.sec.gov and www.finra.com pertaining to the risks of investing in penny stocks.  The SEC has published an investor-focused website to help your due diligence and protect you against fraud at www.investor.gov.  FINRA has published information on its website outlining how to invest carefully at www.Finra.org/investors/index.htm.   

Readers Risks

You agree that you alone, Readers of our commercial advertisements and users of our website must evaluate and bear all the risks associated with the Information, including reliance on its accuracy, completeness or usefulness. In all instances, the Reader should conduct further inquiry into the Profiled Company and its securities.  The Profiled Companies  are subject to possible risks, including but not limited to: (a) The Information pertains to penny stocks that are subject to the SEC’s penny stock rules and commonly involve a high degree of risk that may result in the loss of some or all of an investment in the Profiled Company’s  securities;  (b) The Issuer’s penny stock may be thinly traded, which may lead to difficulties  of selling its securities; (c) The SEC reporting issuer may be delinquent (not current) in its periodic reporting obligations (i.e., in its quarterly and annual reports) or the Pink Sheet quoted company may  be delinquent in its Pink Sheet reporting obligations as indicated by Pink Sheets New Service’s posting  a negative “sign” pertaining to the Issuer at www.pinksheets.com , as follows:  (i) “Limited Information” for companies with financial reporting problems, economic distress, or that are unwilling to file required reports with the Pink Sheets; (ii) “Pink Sheets – No Information”, which indicates companies that are unable or unwilling to provide disclosure to the public markets, to the SEC or the Pink Sheets; and (iii) “Caveat Emptor”, signifying “Buyer Beware” that there is a public interest concern associated with  a company’s illegal  spam campaign, questionable stock promotion, known investigation of a company’s fraudulent or alleged fraudulent activities  or its insiders, regulatory suspensions or disruptive corporate actions; 

Risks of Small Companies

(d) If the Issuer is a development stage company with little or no operations, the securities should be considered extremely speculative for investment purposes; (e) Many companies that have their securities quoted on the OTCBB or Pink Sheets (as well as  Exchange listed companies) have been negatively affected by the economic downturn, the general economy and lack of adequate financing to meet their operational goals or expansion plans;   (f) Many of the energy related and other Profiled Companies are subject to increasing environmental and other governmental regulations, which subjects them to significant costs and possible fines and liabilities for failure to comply with applicable state and federal statutes; (g) The future success of many OTCBB and Pink Sheet quoted Issuers is dependent upon receiving adequate financing or raising sufficient capital, which they may be unable to obtain;

Conflict of Interests Risks

(h)  There is an inherent and actual conflict of interest that exists between our Readers’ interests and CR’s interests because CR’s owners may(i) Receive the Shares as compensation for disseminating the Information and thereafter sell those Shares at before, during or after a commercial advertisement release, or at any time for monetary gain, and (ii) Buys and sells the Profiled Company’s shares in the open market shortly before, during or after the dissemination of the Information or at any time;  (i) We do not receive any direct verification from the Issuer regarding the Information; (j) A third party shareholder may have a potential or actual conflict of interest in paying CR for the dissemination of the publication while still holding the Issuer’s shares of common stock that he or she may sell after the third party shareholder has paid CR with his or her shares;

Stock Comparison Risks

(k) The comparisons we provide in our Featured Reports under “Similar Companies in Sector” should not be interpreted in any shape, form or manner whatsoever as an indication of the Issuer’s future stock price or future financial performance since, among other reasons, such “comparison” companies may be listed on  Exchanges (i.e., the New York Stock Exchange, NASDAQ, American Stock Exchange) and trade at stock prices that may be thousands of percent higher than the companies we profile; and (l) Readers may encounter difficulties determining what Information contained in our publications is material or non-material making it all the more imperative that they conduct further investigation of the Profiled Company and its securities; and

Other Risks

(m) We may hire independent third party Service Providers in group distribution investment awareness firm’s campaigns, aka ‘quarterback campaigns’ and other providers, to electronically disseminate live news regarding the Issuer, Information which we have no control over. We pay cash consideration to the Service Providers; no securities compensation is paid to the Service Providers.  (n) The Penny Stock Market is highly volatile and carries a high degree of risk.  Penny stocks can be short term trades or long term investments provided client companies have enough cash or are able raise sufficient cash to reach their business objectives.   (o) Our Profiles, commercial advertisements and other Information regarding the profiled Issuers may include recommendations regarding positive or negative short term trading results or long term investment strategies providing that issuing companies have or must raise sufficient capital to reach our price targets, the interpretations of which are subject to various risks.   Short term trading results and long term investment may result in positive or negative results.  Short term trading results ultimately defy exact, or even approximate predictable results of an Issuer’s long term trading results.  Do not rely on these recommendations; (p) Note that some of the stocks in which we disseminate Information are not stocks for which we have received any compensation.

Profiled Companies and Non-Client Profiled Trading

CR, its associates, consultants, affiliated entities, officers, employees, independent contractors, family and friends and directors can trade, buy and sell Profiled and non client profiled companies and may buy and sell the Shares in the open market of profiled and non profiled client companies at any time after the dissemination of the Information or for general non client profiled companies trading purposes at any time.  These trading activities may cause significant volatility in the Issuer’s stock price or non client profiled company’s stock price, and/or significantly depress or increase the Issuer’s or non-profiled client company’s stock price.  CR‘s selling of an  Issuer’s securities for both profiled and non client profiled companies may cause its stock price to significantly decline, especially when such securities are thinly traded.  Because we disseminate the Information about various issuers and their securities, the price and trading volume of such securities may increase or decrease by hundreds or thousands of percent from the Information that we disseminate in our publications.  We may simultaneously or at any time sell those same securities or other non client profiled companies that result in stock price increases or decreases and volume increases or decreases for substantial profits or losses, including the sale of millions of shares of our securities compensation and/or buying the same securities in the open market.  CR may at times receive its compensation in free trading shares or Rule 144 shares of stock for its associates, consultants, affiliated entities, officers, employees, independent contractors and directors and family.   CR and immediate family members may sell the Shares of profiled or non-profiled client companies immediately upon their receipt as well as during the dissemination of such Information or within hours, days, weeks or months thereafter, during before or after a commercial advertisement is released, or buy and sell securities for non client profiled companies in individual trading accounts or accounts in which the individual is the beneficiary.  As a result, CR’s selling activities may cause significant volatility in the Issuer’s stock price and/or significantly depress the Issuer’s stock price.
 
We Do Not Provide Investment Advice

We do not hold ourselves out to the public as an investment adviser and do not otherwise act in the capacity of an investment adviser because we do not engage in the business of advising others as to investing in, purchasing, or selling securities or otherwise acting in the capacity of an investment adviser or performing any of the activities as follows: (a) we provide no financial planning type services to our Readers or any persons; (b) we do not manage financial resources on behalf of any person, including financial management based upon analyzing individual “client” needs; (c) we do not provide any person with general recommendations for a course of activity or specific actions to be taken by a person or “client”; (d) we do not provide any advice to our Readers or any other persons recommending allocation of certain percentages of assets to stocks, penny stocks, life insurance, high yielding bonds, mutual funds, or other securities; (e) we do not provide any of our Readers or any persons with tax or estate plans to their individual needs; (f) we do not provide financial programs for our Readers or any other persons  because we do not engage in any of the foregoing activities.  You should not interpret any of the Information even remotely as investment advice.

Research Risks, Suitability and Price Targets

Investing in micro cap and small cap securities is speculative and carries a high degree of risk.  Investors can lose their entire investment. Investors should understand that statements regarding future prospects may not be realized. CR does not supervise any outside analyst and does not guarantee any commercial advertisement to be error-free or factually accurate. Commercial advertisements include forecasted valuations and forecasted price targets that are accepted securities analysis protocol in the academic community. There is no guarantee that the predicted business results for the Company will be met. Under NASD Rule 2711, CR is not defined as a financial analyst. Conclusions prepared by outside analysts are deemed to be reasonable at the time of issuance of the report. All decisions are made by the outside analyst and are independent of outside parties or influence. Neither the analyst's compensation nor the compensation received by CR is related to the specific recommendations or views contained in this commercial advertisement or note, nor is it related to price performance or volume of shares traded in the referenced security.  CR or its affiliates may from time to time perform consulting or other services for, or solicit consulting or other business from any entity mentioned in this commercial advertisement. Consulting agreements that CR may have with a given company are not related to commercial advertisements or their distribution. This commercial advertisement does not have regard to the specific investment objective, financial situation, suitability, and the particular need of any specific person who may receive this commercial advertisement. Investors should note that income from such securities, if any, may fluctuate and that each security's price or value may rise or fall substantially. Accordingly, investors may receive back less than originally invested, or lose their entire investment. Past performance is not indicative of future performance. CR has not entered into a soft dollar agreement with the referred to Company. CR does not currently have an investment banking relationship or a finder’s fee agreement with the Company.

The Private Securities Litigation Reform Act of 1995

The Private Securities Litigation Reform Act of 1995 provides investors a 'safe harbor' in regard to forward-looking statements. CR cautions all investors that such forward-looking statements in this commercial advertisement are not guarantees of future performance. Unknown risk, including bankruptcy, uncertainties, fraud, stock manipulation as well as other uncontrollable or unknown factors may cause actual results to materially differ from the results, performance or expectations expressed or implied by such forward-looking statements. Smaller companies may have a higher likelihood of filing for bankruptcy. Investors are urged to do their own research regarding the dangers of a potential bankruptcy filing. The enclosed researched company may have to raise additional capital to remain solvent and to meet forecasted valuation and price projections in this commercial advertisement. Investor awareness distribution programs can materially affect the price of the company's stock.  CR assumes no responsibility and no liability for any corporate Press Release or any corporation, investor awareness program, IR or PR promotions of any of CR’s profiled companies or companies promoted by third parties.  CR performs and participates at times in investor awareness programs.  When used, the words "anticipate," "believe," "estimate," "expect," and similar expressions as they relate to the Company or its management are intended to identify such forward-looking statements. The Company's actual results, performance or achievements could differ materially from the results expressed in, or implied by these forward looking statements. CR distributes its research reports through a research distribution network and by investor awareness commercial advertising programs to various types of investors. Recipients of such distribution may be short term investors such as day traders, traders, retail investors, institutions, and/or long term retail and institutional investors.  Recipients may create volatile trading prices.  CR reserves the right, in its sole discretion, at any time, and without any obligation, to make improvements to, or correct any error or omission(s) in any portion of the service or the materials. The service and the materials are provided by CR on an 'as is' basis. CR expressly disclaims any and all warranties, express or implied, including without limitation warranties or merchantability and fitness for a particular purpose, with respect to the service or any materials and products.

Regulation

CR complies with current securities laws, regulations and ethical standards as related to CR's compliance requirements.  This commercial advertisement has been prepared in accordance with the SEC's rules and amendments, Oct 23, 2000, regarding 17 CFR Parts, 240, 243 and 249, (Selective Disclosure and Insider Trading), Rules 27A of the Securities Act of 1993, Section 21E of the Securities Exchange Act of 1934, Regulation FD (Fair Disclosure), 10b5-1, 10b5-2, NASD Rules 2250, 2420, 2710 and 2711 and the Can-Spam Act of 2003. 

Compensation

Because we receive compensation for CR’s dissemination of the Information, our publicly disseminated publications should not be regarded in any manner whatsoever as independent.  CR is sometimes paid for commercial advertisements and distribution in cash, stock, Rule 144 stock, warrants, options or other securities in lieu of or in addition to CR's stated compensation schedule. This compensation and ownership of securities of a client’s common stock constitutes a conflict of interest as to our ability to remain objective in our communication regarding our profiled companies. More information can be received from our client company’s website. The majority of our research assignments are for 30 days.  We may research or promote a given company on other occasions.  XYZ Company has paid x in compensation for this commercial advertisement.  This document shall not be copied and is copyrighted by Cohen Independent Research Group Inc. and D. Paul Cohen

Disclaimer:  Price Targets

Stock prices can be heavily influenced by investor awareness campaigns.  In general, we observe the more money spent on such campaigns, the greater the probability for short term price increases post our initiate coverage commercial advertisements.  We also observe that our target prices may not be met unless client companies have enough cash or are able to raise capital to meet our forecasts.

The Penny Stock Market is a highly risky market targeted at short term traders.  Our reports often times recommend client companies as short term trades and long term investments if an investor believes a company will raise the required capital to meet our valuations and price targets.  Our historical performance statistics indicate that short term price increases often times occur after release of our initiate coverage reports.  Thereafter, we note that the majority our stock recommendations go down significantly due to profit taking and other market factors beyond our control.  Do not rely on our price targets.  They are academic theory.  Do you own research.