UnifiedOnline Inc fka UOIP

[thermal164]

*****DUE DILIGENCE*****

I have compiled this DD for the use of the board members please sticky it to the board!
This is the link to the stock quote for IWEB:
http://www.otcmarkets.com/stock/IWEB/quote
Once you get here look to the left of the page for Filings and Disclosures and you will to taken here:
http://www.otcmarkets.com/stock/IWEB/filings
The first document you should lookup would be the 10Q filing of May 15th, on page 5 you will see the total outstanding shares were 486,505,383, and at that time the total A/S was 1,000,000,000.
On page 13 of the 10Q you will find this portion of the document:
NOTE 5 - NOTES PAYABLE
Agility Ventures, LLC and UO! IP of NC, LLC
On October 1, 2013, in conjunction with the acquisition of Computers & Tele-com, Inc. and KCNAP, LLC, we entered into an equipment lease agreement with Agility Ventures, LLC in the principal amount of $1,678,562 which is secured by all of the assets of IceWEB, Inc. The lease agreement has a term of 36 months and bears interest at 15% per annum. We also issued Agility Ventures1,000,000 shares of IceWEB, Inc. restricted common stock, and a Series T common stock warrant covering a total of 3,675,000 shares with a term of two years and a conversion price of $0.055 per share. We are currently in default under the terms of the lease agreement.
On March 1, 2014 Agility Ventures LLC sold and assigned the Master Lease and Equipment Schedule to a third party, UO!
IP of NC, LLC. UO! IP of NC, LLC is a related party to the holder of the Series AA Preferred Stock, UnifiedOnline! LLC. See Note 17.

WOW! 1 Million shares of Restricted Stock. If you continue with me I will show you that each share of preferred stock is equal to 5,000 shares of common stock but during the up-coming filings the company agreed that the restricted stock could be traded in for a little over 4.4 billion shares of common stock, but we shall get to that a little later. For now just remember that Agility Ventures was bought out by UO! IP of NC, LLC, and that all assets of the company were security for the agreement with Agility Ventures, LLC which became property of UO! IP of NC, LLC……………..
Now let’s look at the SC 13D filing:
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=9995770
This one is easy! Page 1 look at the company

1 NAMES OF REPORTING PERSONS

UnifiedOnline! LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ?
(b) ?

3 SEC USE ONLY

4 SOURCE OF FUNDS

OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ?


6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware



NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH 7 SOLE VOTING POWER

4,434,717,447*
8 SHARED VOTING POWER

0
9 SOLE DISPOSITIVE POWER

4,434,717,447*
10 SHARED DISPOSITIVE POWER

OK dude, I’m not a mathematician or anything but the number represented in this document just above appears to be just over 4.4 billion shares of common stock!!!!!!! This explains that spike in the Accum/Dist chart I asked you to look at last night, the reason for the spike was that IWEB increased A/S to 5 billion and the single person/company/holder of those shares began to sell the hell out of them.
Item 4. Purpose of Transaction.
On April 23, 2014, Iceweb authorized the creation of its Series AA Preferred Stock pursuant to the terms and conditions of that certain Certificate of Designations, Preferences and Rights and Limitations of Series AA Preferred Stock (the “Certificate of Designations”). The Certificate of Designations created four hundred thousand (400,000) shares of Series AA Preferred Stock. On April 23, 2014, Iceweb entered into a Subscription Agreement (the “Subscription Agreement”) with UnifiedOnline! pursuant to which UnifiedOnline! purchased four hundred thousand (400,000) shares of Series AA Preferred Stock of Iceweb.

The Certificate of Designations provides that on or after May 15, 2014, to the extent sufficient shares of Common Stock of Iceweb are authorized, the Series AA Preferred Stock is convertible into the shares of Iceweb’s fully diluted Common Stock of such number sufficient to provide the holders thereof, in the aggregate, ninety percent (90%) of all shares of Common Stock of Iceweb on a fully diluted basis. Thus, following conversion (if ever), UnifiedOnline! will hold ninety percent (90%) of all Common Stock of Iceweb.

UnifiedOnline! intends to convert its Series AA Preferred Stock into Common Stock. The purpose of the transaction reported above in this Item 4 is to exercise control over Iceweb. If UnifiedOnline! converts its Series AA Preferred Stock into Common Stock and there is sufficient number of shares of Common Stock authorized, UnifiedOnline! will hold 4,434,717,447 shares of Common Stock based on 492,746,383 shares of Common Stock outstanding as of February 14, 2014 and 1,000,000,000

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=10084090
The above link will take you to the 8K that was filed on July 3, 2014
Item 5.03
AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

On July 1, 2014, IceWEB, Inc., a Delaware corporation (“Company”), obtained written consent from UnifiedOnline! LLC approving an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock from One Billion (1,000,000,000) shares of Common Stock, par value $0.001 per share, to Five Billion (5,000,000,000) authorized shares of Common Stock, par value $0.001 per share; and to retain the class of its authorized stock known as Preferred Stock, comprised of Ten Million (10,000,000) shares, par value $0.001 per share. Series of the Preferred Stock may be created and issued from time to time, with such designations, preferences, conversion rights, cumulative, relative, participating, optional or other rights, including voting rights, qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions providing for the creation and issuance of such series of Preferred Stock as adopted by the Board of Directors. The Preferred Stock continues to maintain the same designations, preferences, conversion and other rights that existed prior to the amendment to the Certificate of Incorporation.


Now let’s look at my other comment regarding outstanding judgments. 8K filed April 30,2014 Go to this link:
http://www.otcmarkets.com/stock/IWEB/filings
Look at page 23 of 33 of the PDF document for this section:
Schedule 4(f)
Material Proceedings
Investigation by Securities and Exchange Commission, Los Angeles office.

Action for damages brought by Nexenta Systems, pending in the Circuit Court of
Loudoun County, Virginia:
Nexenta Systems, Inc. vs. Iceweb, Inc., et al., In the Circuit Court of Loudoun County, Virginia,
Case No.82545 – Damages of $34,675.55 are sought; case is set for trial. Please note that the
Estate of John Signorello is also named as a defendant. Iceweb, Inc. agreed to indemnify the
Estate of John Signorello in connection with this matter and has been defending the Estate of
John Signorello in this matter at no cost to Carolyn Signorello, Executrix of the Estate of John
Signorello and John Signorello ’ s heir.

Judgment held by Wolfe Axelrod Weinberger being pursued in the Circuit Court of
Fairfax County, Virginia:
Wolfe Axelrod Weinberger Associates, LLC vs. Iceweb, Inc., In the Circuit Court of Fairfax