Monday, April 20, 2015 6:45:50 PM
rhinegold, Time_for_a_Little_Refresher_Lesson____and_Review_an_old_Article_About_RCCH_and_Newton
...just so everyone has clarity...
... when the same BS rumors from 2007 reappear in 2015...
2009-02-12 13:52 ET - Street Wire
by Lee M. Webb
RCC Holdings Corp., a non-reporting U.S. company trading on the scam-ridden pink sheets, has backed away from its recent claim that William Hess, former head of the short-lived Canadian Venture Exchange (CDNX), has been added to the company's board of directors. The massively diluted pink sheet outfit also backpedalled on some other fluffy claims.
Before turning to the recent imbroglio involving, among other things, the Jan. 30 claim that Mr. Hess had joined RCC's board of directors, this article will review some of the murky history of the subpenny pink sheet promotion.
The early days
Led by chief executive officer Gene Newton, sometimes identified as Vernon Gene Newton, RCC has never been a paragon of transparency, but the company did take a stab at registering securities with the U.S. Securities and Exchange Commission (SEC) back in 2003. In fact, between Oct. 22, 2003, and Nov. 5, 2003, RCC made five muddled attempts at filing an acceptable registration statement, optimistically vacillating between having the shares listed on the New York Stock Exchange and the Pacific Exchange.
At the time, Mr. Newton evidently had a half-baked plan for RCC to make some money in the reinsurance business. According to one version of the story, Mr. Newton personally acquired International Reinsurance Company Ltd. (IRC), incorporated in the secretive offshore enclave of Nevis, and folded it into his Colorado-incorporated and California-headquartered RCC shortly after founding the company in March of 2003. Another version of the story, as disclosed in notes to amended registration statements, indicates that Mr. Newton acquired IRC prior to founding RCC.
According to IRC's financial statements, submitted as part of RCC's registration statement, the company supposedly had net assets of approximately $25-million, including approximately $5-million in cash, as of Sept. 30, 2002. (All amounts are in U.S. dollars.) Whether IRC had so much as a penny at the time it was reportedly acquired by Mr. Newton is an open question.
It is perhaps just a coincidence that Mr. Newton was listed as the only active officer and director of a Nevada corporation called I.R.C.L. prior to its revocation in October of last year and it is perhaps just another coincidence that Robert Lee Holloway once served as president of that company before being replaced by Mr. Newton. In any event, with the help of someone identified in the SEC filing only as Mr. Holloway, the Nevis-incorporated IRC, which had no operations, was touted as the vehicle to transport RCC into the supposedly lucrative reinsurance business.
"Mr. Holloway, under the direct supervision of Mr. Newton and the Board of Directors of the Company, has directed IRC towards reinsurance of companies such as Warren Buffet's Berkshire Hathaway, have centered their entire operation around their insurance and reinsurance business, even though they own numerous name brand companies," RCC's tortured Oct. 22, 2003, SEC filing states.
"There are no conflicts of interest between the above named firms," the filing continues, perhaps to allay the fanciful concerns of anyone gullible enough to think that there might be a connection of any kind between Mr. Newton's IRC and Mr. Buffet's Berkshire Hathaway.
Mr. Newton claims to have "an excess of thirty years of education, holding a Master's degree in Finance and a BA in Physical Education," but the company's attempted registration statement, in addition to being woefully deficient, is amateurish to the point of being laughable.
According to RCC's SEC filing, key determinants in evaluating an insurance company are "the amount of float that the business generates" and the cost of that float.
"To begin with, the float are premiums that the company holds but do not own," the proffered explanation begins. "Typically in the reinsurance operations, float arises because premiums are received before loses (sic) are paid, and in the majority of cases the interval extends over many years.
"However, the majority of premiums that are written by the company are typically one-year premiums. During this time, the reinsurer invests the 'float'.
"This pleasant activity, typically carries a down side: the premiums that an insurer takes in usually do not covers (sic) the loses (sic) on expenses that it would normally have to pay. That leaves it running an underwriting loss, which is the cost of the float.
"An insurance business has value, if it's (sic) cost of float is less than the market rates for money.
"The Company feels that is has obtained a 'float' at a very low cost, indeed the Company's cost is currently less than zero, in fact, we are actually paid to hold other people's money."
After serving up that gobbledegook, the filing goes on to note several items that distinguish IRC from its competitors, leading off with a peculiar and perhaps telling claim.
"IRC is a small reinsurance company and is not concerned with the quality of policies it writes, only the quantity," the RCC registration statement notes.
In addition to Mr. Newton, RCC's officers and directors at the time of the SEC filing included his wife, 42-year-old Lucinda Newton, and 24-year-old Jason Majeski.
"As a member of the Board of Directors, Lucinda, Gene Newton's wife, adds to the potential of excellent direction due to the fact that Mrs. Newton carries an MBA in Education and is currently employed full-time by the Alta Loma School District, soon to be promoted to the position of being the school Principal," the filing proclaims.
Mr. Majeski is credited with bringing "diversified youthful aggression towards business growth, having experience with a small start-up company after leaving college."
"He is able to express powerful economical thought, along with conservative training, which he is able to assist in carrying forth the process of directing a company similar to the rise of the early morning sun," the mangled prose continues.
Perhaps only to the surprise of Mr. Newton and his RCC associates including his soon to be promoted to high school principal wife and the youthfully aggressive Mr. Majeski, the sun never rose on the company's registration statement. Mr. Newton officially requested withdrawal of the deficient registration statement on Jan. 17, 2006.
The lost years
There is very little information about what RCC was up to between late 2003 and early 2007, a lacuna that is arguably exacerbated by the fact that a Nevada-incorporated and California-headquartered company with the same name was kicking around for much of that time.
RCC's failed SEC registration statement called attention to the Nevada-incorporated doppelganger then headed by Mark Taggatz. According to Mr. Newton's RCC, Mr. Taggatz'z RCC had been selling unregistered securities under the stock symbol assigned to Mr. Newton's company and had attempted to take it over, but there was really no connection between the two outfits.
As it happened, Mr. Newton evidently managed to turn the table on Mr. Taggatz and get control of RCC's Nevada twin. In September of 2006, Mr. Newton folded the Nevada-incorporated RCC into his Colorado-incorporated RCC.
Meanwhile, according to an Internet archive, RCC had been operating a website since at least March of 2004, touting itself as a diversified holding company.
"RCC Holdings Corporation has over $52 million in assets and has diversify (sic) its investment in many major businesses," the website proclaimed in November of 2005. "Currently, RCC Holdings Corporation owns and maintains businesses with cattle yards, trucking company, construction company, insurance company, computer software corporation, coal mining company, and entertainment businesses."
By May of 2006, according to an archived webpage, RCC was boasting that in just "a very short three years" the company had "earned $83 million in assets."
On June 14, 2006, access to the website was restricted and a notice stated that the site was under construction, a project that seems to have lasted until August of 2007. By that time, RCC was ramping up its promotion.
The awakening
On April 3, 2007, RCC kicked off its promotion by issuing the first of a series of vague, but bullish, news releases, touting its anticipation of a "strong performance for the year, highlighted by a series of acquisitions and investments in the U.S. manufacturing sector" and announcing "its intention to take a significant position in the global development of plasma energy technology and technologies directed at addressing large-scale environmental issues."
Two weeks later, RCC released unaudited financial statements for the years ending Dec. 31, 2005, and Dec. 31, 2006. Interestingly, the financial statements for 2005 and 2006 that were issued on April 17, 2007, did not show any of the millions of dollars in assets that had previously been touted on RCC's website. In fact, the balance sheet for the year ending Dec. 31, 2006, reported total assets of only $455,727 against total liabilities of $833,317 and the company had a working capital deficit of $727,903.
Notwithstanding its dismal financial position, shortly after launching its new website on Aug. 15, 2007, RCC proclaimed that it was poised for explosive growth and expected "significant growth in its stock value due to acquisitions." As it turned out, RCC's stock price soon headed to subpenny levels.
On Aug. 27, 2007, the virtually penniless RCC announced that it had entered into a non-binding letter of intent to purchase International Wastewater Systems (IWS). Two days later, the deal with the wastewater treatment company was reportedly completed and IWS quickly became the centrepiece of RCC's promotion.
Exactly how cash-strapped RCC managed to pay for IWS is a mystery and no clues as to either the amount or type of payment can be found in any of the company's fluffy news releases or in the last of the so-called quarterly financial statements that the company issued on Nov. 6, 2007. Those financial statements do not even pass the giggle test.
Through the first nine months of 2007, RCC had operating expenses of $216,232 and did not generate a penny of income. Incredibly, through the first three quarters of 2007 the company's balance sheet did not change at all from the balance sheet for the year ended Dec. 31, 2006. As of Sept. 30, 2007, RCC reported exactly the same total assets of $455,727 against total liabilities of $833,317 and had the same working capital deficit of $727,903 as it reported at the end of 2006.
It is common practice for companies, particularly penniless outfits like RCC, to issue shares to pay for any number of things including acquisitions, but the company's share structure remained unchanged through the first nine months of 2007, too. At Sept. 30, 2007, RCC reportedly had approximately 21.3 million shares outstanding, just as it had at the end of 2006.
The number of outstanding shares subsequently ballooned, but RCC has not released even laughable financial statements since its third-quarter report of 2007, so there is no way of knowing just why the company went on to peel off hundreds of millions, and possibly billions, of shares. RCC gagged its transfer agent when the number of outstanding shares topped 334 million in July of 2008.
In any event, after the reported acquisition of IWS on Aug. 27, 2007, RCC went on to issue a dozen or so airy news releases before the promotional puffery at least temporarily stopped at the end of October of 2007. After a peculiar three-month hiatus, the company began churning out press releases again in early February of 2008.
On Feb. 7, 2008, RCC announced that IWS was involved in more than $60-million worth of wastewater projects and contracts in Montana. Five days later, the company offered a bit of clarification, reporting that developers with more than $60-million worth of projects in Montana had awarded wastewater treatment contracts to IWS. No details were provided with respect to the value of those reported IWS contracts.
"When using financial estimates in press releases, it is the RCC/IWS policy to use conservative estimates and to protect the confidentiality of the developer and his details," the Feb. 12, 2008, news release added.
On March 18, 2008, the company issued a news release with a whopper of a headline proclaiming that it had begun work on a $200-million wastewater treatment plant in North Carolina. The body of the news release more cautiously touted that IWS had started work on the design and implementation of a wastewater treatment plant for a $200-million golf course development project in North Carolina.
Once again, the value of the IWS contract was not disclosed and this time the company did not bother to correct the grossly misleading headline.
On March 20, 2008, RCC announced that projected revenues from projects inked in the first quarter fell between $5,041,000 and $7,041,000, which would be spread across 2008 and 2009. Again claiming to use conservative estimates, the company raised its projected 2008 revenues to $12-million and bumped its 2009 estimate to $22-million. On April 10, 2008, RCC boosted the 2008 estimate to $15-million.
In March and April of last year, RCC engaged WallStreet Direct Inc., a tout-for-fee service, to help out with its promotion, but by the middle of May the company had added a new twist to its own touting with a claim that it was "gathering information to complete its application to an internationally based exchange."
"Further information and estimated cutover dates to the new exchange will be provided no later than third quarter, 2008 after documentation is completed," Mr. Newton reported on May 15, 2008.
As part of an Aug. 28, 2008, update to shareholders, RCC reported that "the up-listing remains on schedule, with further announcements coming in the near future." Given that RCC was not listed anywhere, the term "up-listing" was rather peculiar, but it apparently resonated well with naive investors.
On Sept. 25, 2008, RCC issued another update and again doled out a sop about moving to an exchange, adding some chatter about rules and regulations and "International Law" in an apparent attempt to forestall questions from investors.
"Up listing to an International exchange is on schedule," the company reported. "RCC Holdings Corp is moving forward on up listing as quickly as possible and according to all rules and regulations set fourth (sic) by International Law. Ergo information will only be released subject to theses (sic) rules and regulations."
In news releases on Oct. 15 and Oct. 29, 2008, RCC offered only a terse statement about progress on the purported move to an exchange.
"Ongoing work on up-listing proceeds on schedule," the company remarked in both news releases.
The next boosterish claim about the so-called "up-listing" was delivered in a news release issued on Dec. 3, 2008.
"Preparation has been made to transition to a new Board of Directors, more in line with the future direction of the company allowing for future growth opportunities," RCC reported. "Therefore the new board members were chosen for their expertise and experience in the areas that the company projects as major growth opportunities.
"The first priority of this board will be to handle the transition of the up listing to the International Exchange."
RCC touted the efforts of its new, and then still unidentified, directors in its next two news releases.
"RCC Holdings' new board is moving very quickly through the transition to the International Exchange," the company stated on Dec. 10, 2008.
"RCC Holdings board has made major gains in completing the transition to the International Exchange," a Dec. 17, 2008, news release reported.
The Dec. 17, 2008, news release marked the last news from RCC until the company issued an announcement on Jan. 30 of this year, sparking a great deal of excitement among naive shareholders before the company had to backpedal on some of its controversial claims.
The Hess mess
On Jan. 30, RCC announced the addition of three Canadians to its board of directors "in preparation for its new International Exchange up listing."
Archie Thompson, identified as a resident of Canada, led off the list of new directors identified by RCC.
"With many years of worldwide entrepreneurial experience in many countries, Mr. Thompson will advise the company on international projects and will help with Business development helping to bring Canadian companies to the international market through RCC/IWS channels," RCC added in a vague biographical sketch.
As it turns out, Archie Thompson is more properly identified as Samuel Archibald Thompson or, as subsequently disclosed on RCC's website, Samuel A. Thompson. It also turns out that Mr. Thompson of Laval, Que., is listed as a director of Barbados-incorporated Caribbean Private Investment Corp. (CIPC), a company with which RCC proudly announced a "partnership" in a gushing news release in April of last year. Interestingly, RCC made no mention of Mr. Thompson in that news release and, conversely, made no mention of CIPC when it plumped up his biographical information on the company's website several days after announcing his appointment as a director.
Pierre Morin is identified as the second Canadian added to RCC's board of directors in advance of the company's oft-touted "up listing."
"Pierre combines many years of formal Canadian Government experience with entrepreneurial business endeavors," RCC reported on Jan. 30. "Mr. Morin will serve on the Board of Directors as well as take on the role of Chief Country officer for Canada."
Somehow that vague sketch triggered speculation that the Mr. Morin mentioned in the news release was a Quebec lobbyist, a suggestion that Stockwatch sources say was confirmed to some RCC shareholders by Mr. Newton.
Stockwatch contacted a registered Quebec lobbyist named Pierre Morin, head of Laval-headquartered Pierre Morin Conseil, to ask whether he had in fact joined RCC's board of directors.
"I've neither been invited nor agreed to join the Board of RCC Holdings," Mr. Morin replied. "It's some other Pierre Morin, unknown to me."
Stockwatch subsequently discovered that Mr. Morin of Pierre Morin Conseil served in an executive capacity for a Quebec-headquartered wastewater treatment company. Given that rather remarkable coincidence, Stockwatch contacted Mr. Morin again.
"Have you ever had any dealings with, or even heard of, RCC Holdings Corp. or its subsidiary International Wastewater Systems?" Stockwatch asked Mr. Morin.
"Absolutely no dealings and had not heard of RCC or its subsidiary until yesterday when an inquiry came in from someone stating he was an investor in the company," Mr. Morin unequivocally told Stockwatch on Feb. 3.
As with Mr. Thompson, RCC padded out the biographical information of its new director Mr. Morin on the company's website several days after issuing the Jan. 30 news release, but there is not enough detailed information to conclusively identify him. RCC's chief executive officer Mr. Newton would not provide Stockwatch with any contact information for Mr. Morin.
Mr. Hess, clearly the marquee player, rounded out the reported Canadian additions to RCC's board of directors.
"Mr. Hess is former President of the Toronto Stock Exchange and will advise the company on key financial matters as it grows and develops," RCC stated.
That claim, coupled with all the touting dating back to May of last year about "up listing," had many naive RCC shareholders who follow the company on an Internet chat site, InvestorsHub.com (iHub), in a tizzy as they embraced the fanciful notion that the company was on the verge of listing on the Toronto Stock Exchange (TSX).
As more seasoned market watchers like Jim Bishop and Janice Shell quickly pointed out to the excitable iHub RCC fans, Mr. Hess had never served as president of the TSX and the chances of a massively diluted, non-reporting pink sheet outfit moving to Canada's premier exchange ranged from slim to none at all.
Indeed, Mr. Hess was never president of the TSX, but after heading the Alberta Securities Commission (ASC) for seven years he did serve as president and chief executive officer of the CDNX, the junior exchange that resulted from the merger of the scandal-plagued Vancouver Stock Exchange and the less than pristine Alberta Stock Exchange, from November of 1999 until November of 2001. After the TSX acquired the CDNX in July of 2001, the junior exchange was later rebranded as the TSX Venture Exchange (TSX-V).
Somewhat surprised at the news that the former head of the CDNX had joined the board of directors of a subpenny pink sheet promotion, Stockwatch called Mr. Hess at CPVC Bromont Inc., a TSX-V capital pool company that is still searching for a qualifying transaction. Mr. Hess is the president, chief executive officer and chief financial officer of CPVC Bromont.
Repeated calls to CPVC Bromont simply yielded an outgoing message that Mr. Hess was not available and did not want a message left for him, but could be contacted by e-mail. On Feb. 3, Stockwatch obliged with an e-mail to Mr. Hess, followed up with an identical e-mail on Feb. 4 and then left a message for him at CPVC Financial Corp., a Montreal-headquartered merchant banking firm where he serves a chairman.
"Have you had any dealings with RCC Holdings or its subsidiary International Wastewater Systems and have you agreed or been invited to serve as a director of RCC Holdings?" Stockwatch asked after pointing out that RCC had issued a news release with that claim on Jan 30.
"Sorry for the slow response," Mr. Hess finally replied shortly after Stockwatch left a message at CPVC Financial on Feb. 4. "I think any questions about its board should be addressed to senior management of the company."
Taken aback that the former ASC chairman who went on to head the CDNX for two years would dodge such a straightforward question and suggest that it should be addressed to the "senior management" responsible for issuing the suspect announcement, Stockwatch made another attempt to elicit an answer to the question.
"RCC Holdings Corp. is a non-reporting U.S. company quoted on the Pink Sheets," Stockwatch noted in a Feb. 4 response to Mr. Hess's e-mail. "Given your regulatory background and other securities industry experience, I suspect that you are at least somewhat familiar with that venue and can perhaps appreciate why the usual journalistic need for corroboration is even more acute when dealing with such a company.
"In a Jan. 30 news release in which you are incorrectly identified as the former president of the Toronto Stock Exchange, the senior management of RCC Holdings, specifically chief executive officer Gene Newton, claims that you have been added to the company's board of directors.
"I am looking for independent corroboration of that claim and, frankly, it seems clear to me that you are in the best position to either provide that corroboration or debunk the claim by answering a straightforward question.
"So, have you agreed or been invited to serve on the company's board of directors?"
An e-mail receipt shows that Mr. Hess read that message, but he did not bother to respond.
On Feb. 5, however, RCC issued a news release "to clarify certain information" that had been presented in its Jan. 30 announcement.
The cleanup
RCC opened its Feb. 5 news release with some vigorous backpedalling with respect to the so-called "up listing" that it had been touting in a number of misleading news releases dating back to May of last year.
It turns out that all the talk of "up listing" and the "transition to the International Exchange" and RCC's gushing gratitude to "the Exchange and the attorneys involved for all of their help and support" did not really mean what many of the company's shareholders took it to mean.
"The reference to 'up listing' in the press release is a reference to the intention of RCC to pursue a merger of its wholly-owned subsidiary, RCC International Waste Water Systems Incorporated ('IWS') with a publicly listed shell company with cash assets (the 'Proposed Transaction'), which transaction would be subject to applicable stock exchange and regulatory approval," the company's clarifying news release stated. "RCC has been in discussions with several possible shell companies in respect of the Proposed Transaction."
The Feb. 5 news release went on to address RCC's Jan. 30 claims about Mr. Hess.
"The Prior Release also contained an error in that Bill Hess has not been appointed as a director of RCC or IWS at this time and his biography should have referred to the Canadian Venture Exchange and not the Toronto Stock Exchange," the company rather lamely reported.
"Mr. Hess will only become a director of IWS if the Proposed Transaction proceeds and is completed in a manner acceptable to Mr. Hess," the clarifying news release issued by RCC's vaunted senior management continued, presumably to the satisfaction of Mr. Hess.
In practical terms, it remains to be seen whether cash-strapped RCC can find a public shell desperate enough to merge with the obscure subsidiary of a massively diluted, non-reporting pink sheet outfit. If so, it would then remain to be seen whether securities regulators and officials at even a junior exchange like the TSX-V would hold their noses and allow the transaction to proceed. In the seemingly unlikely event all of that transpires, it remains to be seen whether Mr. Hess will provide his stamp of approval and join the board of directors.
More mess
In the wake of the backpedalling Feb. 5 news release, many shareholders contacted Mr. Newton by e-mail to ask for more information regarding the previously touted "up listing." Several investors reported receiving an identical message from RCC.
"YES TWO CHOOSES (sic) IN CANADA TO UP LIST," the message read. "IPO OR QUALIFIED SHELL. SCREWS SHORTERS. CONTROL STOCK COUNT. NOT LIKE THE USA."
Stockwatch contacted Mr. Newton to invite him to comment on that rubbish and answer a few questions. Stockwatch asked Mr. Newton how RCC paid for its reported acquisition of IWS, asked how many shares were outstanding, rounded to the nearest million, and asked why he had gagged the company's transfer agent.
"No comment," Mr. Newton responded.
Mr. Newton may soon be facing some pointed, and not so easily avoided, questions from U.S. regulators. Stockwatch has learned that some disgruntled investors and interested market observers have filed complaints about RCC with the SEC.
"I hope someone is taking a close look at RCC Holdings Corp trading Pink OTC as RCCH," one such complaint addressed to the SEC enforcement division and the Miami SEC office reads. "If not, I think they should.
"Among other things such as touting revenues, contracts and the usual fluff which cannot be verified, they spent approx 9 months touting an 'uplisting' to an 'international stock exchange' and to a lesser extent their new board of directors. This began in May of 2008."
The complaint, a copy of which was given to Stockwatch, goes on to provide excerpts from nine RCC news releases dating back to May 15, 2008, as well as links to some of those news releases.
Given all of RCC's promotional puffery and the lack of even basic current information about the company, the pink sheet outfit is likely a very good candidate for an SEC suspension.
Meanwhile, RCC's daily trading volume, which touched a lofty all-time high of more than 793.2 million shares on Jan. 7 and flirted with 241 million shares on Feb. 5 following the company's backpedalling news release, has dropped off in recent sessions.
With a more modest 62.4 million shares changing hands, RCC closed at one-100th of a penny on Feb. ll.
Comments regarding this article may be sent to lwebb@stockwatch.com.
DEAD LINK http://www.stockwatch.com/swnet/newsit/newsit_newsit.aspx?bid=Z-U:RCCH-1574156&symbol=RCCH&news_region=U
...just so everyone has clarity...
... when the same BS rumors from 2007 reappear in 2015...
2009-02-12 13:52 ET - Street Wire
by Lee M. Webb
RCC Holdings Corp., a non-reporting U.S. company trading on the scam-ridden pink sheets, has backed away from its recent claim that William Hess, former head of the short-lived Canadian Venture Exchange (CDNX), has been added to the company's board of directors. The massively diluted pink sheet outfit also backpedalled on some other fluffy claims.
Before turning to the recent imbroglio involving, among other things, the Jan. 30 claim that Mr. Hess had joined RCC's board of directors, this article will review some of the murky history of the subpenny pink sheet promotion.
The early days
Led by chief executive officer Gene Newton, sometimes identified as Vernon Gene Newton, RCC has never been a paragon of transparency, but the company did take a stab at registering securities with the U.S. Securities and Exchange Commission (SEC) back in 2003. In fact, between Oct. 22, 2003, and Nov. 5, 2003, RCC made five muddled attempts at filing an acceptable registration statement, optimistically vacillating between having the shares listed on the New York Stock Exchange and the Pacific Exchange.
At the time, Mr. Newton evidently had a half-baked plan for RCC to make some money in the reinsurance business. According to one version of the story, Mr. Newton personally acquired International Reinsurance Company Ltd. (IRC), incorporated in the secretive offshore enclave of Nevis, and folded it into his Colorado-incorporated and California-headquartered RCC shortly after founding the company in March of 2003. Another version of the story, as disclosed in notes to amended registration statements, indicates that Mr. Newton acquired IRC prior to founding RCC.
According to IRC's financial statements, submitted as part of RCC's registration statement, the company supposedly had net assets of approximately $25-million, including approximately $5-million in cash, as of Sept. 30, 2002. (All amounts are in U.S. dollars.) Whether IRC had so much as a penny at the time it was reportedly acquired by Mr. Newton is an open question.
It is perhaps just a coincidence that Mr. Newton was listed as the only active officer and director of a Nevada corporation called I.R.C.L. prior to its revocation in October of last year and it is perhaps just another coincidence that Robert Lee Holloway once served as president of that company before being replaced by Mr. Newton. In any event, with the help of someone identified in the SEC filing only as Mr. Holloway, the Nevis-incorporated IRC, which had no operations, was touted as the vehicle to transport RCC into the supposedly lucrative reinsurance business.
"Mr. Holloway, under the direct supervision of Mr. Newton and the Board of Directors of the Company, has directed IRC towards reinsurance of companies such as Warren Buffet's Berkshire Hathaway, have centered their entire operation around their insurance and reinsurance business, even though they own numerous name brand companies," RCC's tortured Oct. 22, 2003, SEC filing states.
"There are no conflicts of interest between the above named firms," the filing continues, perhaps to allay the fanciful concerns of anyone gullible enough to think that there might be a connection of any kind between Mr. Newton's IRC and Mr. Buffet's Berkshire Hathaway.
Mr. Newton claims to have "an excess of thirty years of education, holding a Master's degree in Finance and a BA in Physical Education," but the company's attempted registration statement, in addition to being woefully deficient, is amateurish to the point of being laughable.
According to RCC's SEC filing, key determinants in evaluating an insurance company are "the amount of float that the business generates" and the cost of that float.
"To begin with, the float are premiums that the company holds but do not own," the proffered explanation begins. "Typically in the reinsurance operations, float arises because premiums are received before loses (sic) are paid, and in the majority of cases the interval extends over many years.
"However, the majority of premiums that are written by the company are typically one-year premiums. During this time, the reinsurer invests the 'float'.
"This pleasant activity, typically carries a down side: the premiums that an insurer takes in usually do not covers (sic) the loses (sic) on expenses that it would normally have to pay. That leaves it running an underwriting loss, which is the cost of the float.
"An insurance business has value, if it's (sic) cost of float is less than the market rates for money.
"The Company feels that is has obtained a 'float' at a very low cost, indeed the Company's cost is currently less than zero, in fact, we are actually paid to hold other people's money."
After serving up that gobbledegook, the filing goes on to note several items that distinguish IRC from its competitors, leading off with a peculiar and perhaps telling claim.
"IRC is a small reinsurance company and is not concerned with the quality of policies it writes, only the quantity," the RCC registration statement notes.
In addition to Mr. Newton, RCC's officers and directors at the time of the SEC filing included his wife, 42-year-old Lucinda Newton, and 24-year-old Jason Majeski.
"As a member of the Board of Directors, Lucinda, Gene Newton's wife, adds to the potential of excellent direction due to the fact that Mrs. Newton carries an MBA in Education and is currently employed full-time by the Alta Loma School District, soon to be promoted to the position of being the school Principal," the filing proclaims.
Mr. Majeski is credited with bringing "diversified youthful aggression towards business growth, having experience with a small start-up company after leaving college."
"He is able to express powerful economical thought, along with conservative training, which he is able to assist in carrying forth the process of directing a company similar to the rise of the early morning sun," the mangled prose continues.
Perhaps only to the surprise of Mr. Newton and his RCC associates including his soon to be promoted to high school principal wife and the youthfully aggressive Mr. Majeski, the sun never rose on the company's registration statement. Mr. Newton officially requested withdrawal of the deficient registration statement on Jan. 17, 2006.
The lost years
There is very little information about what RCC was up to between late 2003 and early 2007, a lacuna that is arguably exacerbated by the fact that a Nevada-incorporated and California-headquartered company with the same name was kicking around for much of that time.
RCC's failed SEC registration statement called attention to the Nevada-incorporated doppelganger then headed by Mark Taggatz. According to Mr. Newton's RCC, Mr. Taggatz'z RCC had been selling unregistered securities under the stock symbol assigned to Mr. Newton's company and had attempted to take it over, but there was really no connection between the two outfits.
As it happened, Mr. Newton evidently managed to turn the table on Mr. Taggatz and get control of RCC's Nevada twin. In September of 2006, Mr. Newton folded the Nevada-incorporated RCC into his Colorado-incorporated RCC.
Meanwhile, according to an Internet archive, RCC had been operating a website since at least March of 2004, touting itself as a diversified holding company.
"RCC Holdings Corporation has over $52 million in assets and has diversify (sic) its investment in many major businesses," the website proclaimed in November of 2005. "Currently, RCC Holdings Corporation owns and maintains businesses with cattle yards, trucking company, construction company, insurance company, computer software corporation, coal mining company, and entertainment businesses."
By May of 2006, according to an archived webpage, RCC was boasting that in just "a very short three years" the company had "earned $83 million in assets."
On June 14, 2006, access to the website was restricted and a notice stated that the site was under construction, a project that seems to have lasted until August of 2007. By that time, RCC was ramping up its promotion.
The awakening
On April 3, 2007, RCC kicked off its promotion by issuing the first of a series of vague, but bullish, news releases, touting its anticipation of a "strong performance for the year, highlighted by a series of acquisitions and investments in the U.S. manufacturing sector" and announcing "its intention to take a significant position in the global development of plasma energy technology and technologies directed at addressing large-scale environmental issues."
Two weeks later, RCC released unaudited financial statements for the years ending Dec. 31, 2005, and Dec. 31, 2006. Interestingly, the financial statements for 2005 and 2006 that were issued on April 17, 2007, did not show any of the millions of dollars in assets that had previously been touted on RCC's website. In fact, the balance sheet for the year ending Dec. 31, 2006, reported total assets of only $455,727 against total liabilities of $833,317 and the company had a working capital deficit of $727,903.
Notwithstanding its dismal financial position, shortly after launching its new website on Aug. 15, 2007, RCC proclaimed that it was poised for explosive growth and expected "significant growth in its stock value due to acquisitions." As it turned out, RCC's stock price soon headed to subpenny levels.
On Aug. 27, 2007, the virtually penniless RCC announced that it had entered into a non-binding letter of intent to purchase International Wastewater Systems (IWS). Two days later, the deal with the wastewater treatment company was reportedly completed and IWS quickly became the centrepiece of RCC's promotion.
Exactly how cash-strapped RCC managed to pay for IWS is a mystery and no clues as to either the amount or type of payment can be found in any of the company's fluffy news releases or in the last of the so-called quarterly financial statements that the company issued on Nov. 6, 2007. Those financial statements do not even pass the giggle test.
Through the first nine months of 2007, RCC had operating expenses of $216,232 and did not generate a penny of income. Incredibly, through the first three quarters of 2007 the company's balance sheet did not change at all from the balance sheet for the year ended Dec. 31, 2006. As of Sept. 30, 2007, RCC reported exactly the same total assets of $455,727 against total liabilities of $833,317 and had the same working capital deficit of $727,903 as it reported at the end of 2006.
It is common practice for companies, particularly penniless outfits like RCC, to issue shares to pay for any number of things including acquisitions, but the company's share structure remained unchanged through the first nine months of 2007, too. At Sept. 30, 2007, RCC reportedly had approximately 21.3 million shares outstanding, just as it had at the end of 2006.
The number of outstanding shares subsequently ballooned, but RCC has not released even laughable financial statements since its third-quarter report of 2007, so there is no way of knowing just why the company went on to peel off hundreds of millions, and possibly billions, of shares. RCC gagged its transfer agent when the number of outstanding shares topped 334 million in July of 2008.
In any event, after the reported acquisition of IWS on Aug. 27, 2007, RCC went on to issue a dozen or so airy news releases before the promotional puffery at least temporarily stopped at the end of October of 2007. After a peculiar three-month hiatus, the company began churning out press releases again in early February of 2008.
On Feb. 7, 2008, RCC announced that IWS was involved in more than $60-million worth of wastewater projects and contracts in Montana. Five days later, the company offered a bit of clarification, reporting that developers with more than $60-million worth of projects in Montana had awarded wastewater treatment contracts to IWS. No details were provided with respect to the value of those reported IWS contracts.
"When using financial estimates in press releases, it is the RCC/IWS policy to use conservative estimates and to protect the confidentiality of the developer and his details," the Feb. 12, 2008, news release added.
On March 18, 2008, the company issued a news release with a whopper of a headline proclaiming that it had begun work on a $200-million wastewater treatment plant in North Carolina. The body of the news release more cautiously touted that IWS had started work on the design and implementation of a wastewater treatment plant for a $200-million golf course development project in North Carolina.
Once again, the value of the IWS contract was not disclosed and this time the company did not bother to correct the grossly misleading headline.
On March 20, 2008, RCC announced that projected revenues from projects inked in the first quarter fell between $5,041,000 and $7,041,000, which would be spread across 2008 and 2009. Again claiming to use conservative estimates, the company raised its projected 2008 revenues to $12-million and bumped its 2009 estimate to $22-million. On April 10, 2008, RCC boosted the 2008 estimate to $15-million.
In March and April of last year, RCC engaged WallStreet Direct Inc., a tout-for-fee service, to help out with its promotion, but by the middle of May the company had added a new twist to its own touting with a claim that it was "gathering information to complete its application to an internationally based exchange."
"Further information and estimated cutover dates to the new exchange will be provided no later than third quarter, 2008 after documentation is completed," Mr. Newton reported on May 15, 2008.
As part of an Aug. 28, 2008, update to shareholders, RCC reported that "the up-listing remains on schedule, with further announcements coming in the near future." Given that RCC was not listed anywhere, the term "up-listing" was rather peculiar, but it apparently resonated well with naive investors.
On Sept. 25, 2008, RCC issued another update and again doled out a sop about moving to an exchange, adding some chatter about rules and regulations and "International Law" in an apparent attempt to forestall questions from investors.
"Up listing to an International exchange is on schedule," the company reported. "RCC Holdings Corp is moving forward on up listing as quickly as possible and according to all rules and regulations set fourth (sic) by International Law. Ergo information will only be released subject to theses (sic) rules and regulations."
In news releases on Oct. 15 and Oct. 29, 2008, RCC offered only a terse statement about progress on the purported move to an exchange.
"Ongoing work on up-listing proceeds on schedule," the company remarked in both news releases.
The next boosterish claim about the so-called "up-listing" was delivered in a news release issued on Dec. 3, 2008.
"Preparation has been made to transition to a new Board of Directors, more in line with the future direction of the company allowing for future growth opportunities," RCC reported. "Therefore the new board members were chosen for their expertise and experience in the areas that the company projects as major growth opportunities.
"The first priority of this board will be to handle the transition of the up listing to the International Exchange."
RCC touted the efforts of its new, and then still unidentified, directors in its next two news releases.
"RCC Holdings' new board is moving very quickly through the transition to the International Exchange," the company stated on Dec. 10, 2008.
"RCC Holdings board has made major gains in completing the transition to the International Exchange," a Dec. 17, 2008, news release reported.
The Dec. 17, 2008, news release marked the last news from RCC until the company issued an announcement on Jan. 30 of this year, sparking a great deal of excitement among naive shareholders before the company had to backpedal on some of its controversial claims.
The Hess mess
On Jan. 30, RCC announced the addition of three Canadians to its board of directors "in preparation for its new International Exchange up listing."
Archie Thompson, identified as a resident of Canada, led off the list of new directors identified by RCC.
"With many years of worldwide entrepreneurial experience in many countries, Mr. Thompson will advise the company on international projects and will help with Business development helping to bring Canadian companies to the international market through RCC/IWS channels," RCC added in a vague biographical sketch.
As it turns out, Archie Thompson is more properly identified as Samuel Archibald Thompson or, as subsequently disclosed on RCC's website, Samuel A. Thompson. It also turns out that Mr. Thompson of Laval, Que., is listed as a director of Barbados-incorporated Caribbean Private Investment Corp. (CIPC), a company with which RCC proudly announced a "partnership" in a gushing news release in April of last year. Interestingly, RCC made no mention of Mr. Thompson in that news release and, conversely, made no mention of CIPC when it plumped up his biographical information on the company's website several days after announcing his appointment as a director.
Pierre Morin is identified as the second Canadian added to RCC's board of directors in advance of the company's oft-touted "up listing."
"Pierre combines many years of formal Canadian Government experience with entrepreneurial business endeavors," RCC reported on Jan. 30. "Mr. Morin will serve on the Board of Directors as well as take on the role of Chief Country officer for Canada."
Somehow that vague sketch triggered speculation that the Mr. Morin mentioned in the news release was a Quebec lobbyist, a suggestion that Stockwatch sources say was confirmed to some RCC shareholders by Mr. Newton.
Stockwatch contacted a registered Quebec lobbyist named Pierre Morin, head of Laval-headquartered Pierre Morin Conseil, to ask whether he had in fact joined RCC's board of directors.
"I've neither been invited nor agreed to join the Board of RCC Holdings," Mr. Morin replied. "It's some other Pierre Morin, unknown to me."
Stockwatch subsequently discovered that Mr. Morin of Pierre Morin Conseil served in an executive capacity for a Quebec-headquartered wastewater treatment company. Given that rather remarkable coincidence, Stockwatch contacted Mr. Morin again.
"Have you ever had any dealings with, or even heard of, RCC Holdings Corp. or its subsidiary International Wastewater Systems?" Stockwatch asked Mr. Morin.
"Absolutely no dealings and had not heard of RCC or its subsidiary until yesterday when an inquiry came in from someone stating he was an investor in the company," Mr. Morin unequivocally told Stockwatch on Feb. 3.
As with Mr. Thompson, RCC padded out the biographical information of its new director Mr. Morin on the company's website several days after issuing the Jan. 30 news release, but there is not enough detailed information to conclusively identify him. RCC's chief executive officer Mr. Newton would not provide Stockwatch with any contact information for Mr. Morin.
Mr. Hess, clearly the marquee player, rounded out the reported Canadian additions to RCC's board of directors.
"Mr. Hess is former President of the Toronto Stock Exchange and will advise the company on key financial matters as it grows and develops," RCC stated.
That claim, coupled with all the touting dating back to May of last year about "up listing," had many naive RCC shareholders who follow the company on an Internet chat site, InvestorsHub.com (iHub), in a tizzy as they embraced the fanciful notion that the company was on the verge of listing on the Toronto Stock Exchange (TSX).
As more seasoned market watchers like Jim Bishop and Janice Shell quickly pointed out to the excitable iHub RCC fans, Mr. Hess had never served as president of the TSX and the chances of a massively diluted, non-reporting pink sheet outfit moving to Canada's premier exchange ranged from slim to none at all.
Indeed, Mr. Hess was never president of the TSX, but after heading the Alberta Securities Commission (ASC) for seven years he did serve as president and chief executive officer of the CDNX, the junior exchange that resulted from the merger of the scandal-plagued Vancouver Stock Exchange and the less than pristine Alberta Stock Exchange, from November of 1999 until November of 2001. After the TSX acquired the CDNX in July of 2001, the junior exchange was later rebranded as the TSX Venture Exchange (TSX-V).
Somewhat surprised at the news that the former head of the CDNX had joined the board of directors of a subpenny pink sheet promotion, Stockwatch called Mr. Hess at CPVC Bromont Inc., a TSX-V capital pool company that is still searching for a qualifying transaction. Mr. Hess is the president, chief executive officer and chief financial officer of CPVC Bromont.
Repeated calls to CPVC Bromont simply yielded an outgoing message that Mr. Hess was not available and did not want a message left for him, but could be contacted by e-mail. On Feb. 3, Stockwatch obliged with an e-mail to Mr. Hess, followed up with an identical e-mail on Feb. 4 and then left a message for him at CPVC Financial Corp., a Montreal-headquartered merchant banking firm where he serves a chairman.
"Have you had any dealings with RCC Holdings or its subsidiary International Wastewater Systems and have you agreed or been invited to serve as a director of RCC Holdings?" Stockwatch asked after pointing out that RCC had issued a news release with that claim on Jan 30.
"Sorry for the slow response," Mr. Hess finally replied shortly after Stockwatch left a message at CPVC Financial on Feb. 4. "I think any questions about its board should be addressed to senior management of the company."
Taken aback that the former ASC chairman who went on to head the CDNX for two years would dodge such a straightforward question and suggest that it should be addressed to the "senior management" responsible for issuing the suspect announcement, Stockwatch made another attempt to elicit an answer to the question.
"RCC Holdings Corp. is a non-reporting U.S. company quoted on the Pink Sheets," Stockwatch noted in a Feb. 4 response to Mr. Hess's e-mail. "Given your regulatory background and other securities industry experience, I suspect that you are at least somewhat familiar with that venue and can perhaps appreciate why the usual journalistic need for corroboration is even more acute when dealing with such a company.
"In a Jan. 30 news release in which you are incorrectly identified as the former president of the Toronto Stock Exchange, the senior management of RCC Holdings, specifically chief executive officer Gene Newton, claims that you have been added to the company's board of directors.
"I am looking for independent corroboration of that claim and, frankly, it seems clear to me that you are in the best position to either provide that corroboration or debunk the claim by answering a straightforward question.
"So, have you agreed or been invited to serve on the company's board of directors?"
An e-mail receipt shows that Mr. Hess read that message, but he did not bother to respond.
On Feb. 5, however, RCC issued a news release "to clarify certain information" that had been presented in its Jan. 30 announcement.
The cleanup
RCC opened its Feb. 5 news release with some vigorous backpedalling with respect to the so-called "up listing" that it had been touting in a number of misleading news releases dating back to May of last year.
It turns out that all the talk of "up listing" and the "transition to the International Exchange" and RCC's gushing gratitude to "the Exchange and the attorneys involved for all of their help and support" did not really mean what many of the company's shareholders took it to mean.
"The reference to 'up listing' in the press release is a reference to the intention of RCC to pursue a merger of its wholly-owned subsidiary, RCC International Waste Water Systems Incorporated ('IWS') with a publicly listed shell company with cash assets (the 'Proposed Transaction'), which transaction would be subject to applicable stock exchange and regulatory approval," the company's clarifying news release stated. "RCC has been in discussions with several possible shell companies in respect of the Proposed Transaction."
The Feb. 5 news release went on to address RCC's Jan. 30 claims about Mr. Hess.
"The Prior Release also contained an error in that Bill Hess has not been appointed as a director of RCC or IWS at this time and his biography should have referred to the Canadian Venture Exchange and not the Toronto Stock Exchange," the company rather lamely reported.
"Mr. Hess will only become a director of IWS if the Proposed Transaction proceeds and is completed in a manner acceptable to Mr. Hess," the clarifying news release issued by RCC's vaunted senior management continued, presumably to the satisfaction of Mr. Hess.
In practical terms, it remains to be seen whether cash-strapped RCC can find a public shell desperate enough to merge with the obscure subsidiary of a massively diluted, non-reporting pink sheet outfit. If so, it would then remain to be seen whether securities regulators and officials at even a junior exchange like the TSX-V would hold their noses and allow the transaction to proceed. In the seemingly unlikely event all of that transpires, it remains to be seen whether Mr. Hess will provide his stamp of approval and join the board of directors.
More mess
In the wake of the backpedalling Feb. 5 news release, many shareholders contacted Mr. Newton by e-mail to ask for more information regarding the previously touted "up listing." Several investors reported receiving an identical message from RCC.
"YES TWO CHOOSES (sic) IN CANADA TO UP LIST," the message read. "IPO OR QUALIFIED SHELL. SCREWS SHORTERS. CONTROL STOCK COUNT. NOT LIKE THE USA."
Stockwatch contacted Mr. Newton to invite him to comment on that rubbish and answer a few questions. Stockwatch asked Mr. Newton how RCC paid for its reported acquisition of IWS, asked how many shares were outstanding, rounded to the nearest million, and asked why he had gagged the company's transfer agent.
"No comment," Mr. Newton responded.
Mr. Newton may soon be facing some pointed, and not so easily avoided, questions from U.S. regulators. Stockwatch has learned that some disgruntled investors and interested market observers have filed complaints about RCC with the SEC.
"I hope someone is taking a close look at RCC Holdings Corp trading Pink OTC as RCCH," one such complaint addressed to the SEC enforcement division and the Miami SEC office reads. "If not, I think they should.
"Among other things such as touting revenues, contracts and the usual fluff which cannot be verified, they spent approx 9 months touting an 'uplisting' to an 'international stock exchange' and to a lesser extent their new board of directors. This began in May of 2008."
The complaint, a copy of which was given to Stockwatch, goes on to provide excerpts from nine RCC news releases dating back to May 15, 2008, as well as links to some of those news releases.
Given all of RCC's promotional puffery and the lack of even basic current information about the company, the pink sheet outfit is likely a very good candidate for an SEC suspension.
Meanwhile, RCC's daily trading volume, which touched a lofty all-time high of more than 793.2 million shares on Jan. 7 and flirted with 241 million shares on Feb. 5 following the company's backpedalling news release, has dropped off in recent sessions.
With a more modest 62.4 million shares changing hands, RCC closed at one-100th of a penny on Feb. ll.
Comments regarding this article may be sent to lwebb@stockwatch.com.
DEAD LINK http://www.stockwatch.com/swnet/newsit/newsit_newsit.aspx?bid=Z-U:RCCH-1574156&symbol=RCCH&news_region=U
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