Tuesday, July 12, 2011 1:32:46 AM
SMHS - they wouldn't have raised the Authorized Share count if they didn't plan on issuing more shares so you are right in considering them raising the authorized share count from 500,000,000 to 2,000,000,000 as being a major red flag.
As of the last disclosed share count the SMHS share structure looked like this on March 31, 2011:
A/S - 500,000,000
O/S - 227,325,132
Float - 112,300,132
Just the fact that they raised the A/S from 500,000,000 to 2,000,000,000 shows that the O/S has most likely gone up and is very close to 500,000,000 shares now. We have no way of knowing what the float is at now unless the TA is ungagged.
The mods on that forum must be inactive because the IBOX is extremely outdated. Several filings have come out since the numbers listed in the IBOX which more current share count numbers.
I really am not understanding the statement about the new authorized shares being restricted. It all depends on what the new shares are issued for whether or not they are restricted.
SMHS has a history of issuing free trading shares to a company called Magna Group LLC which according to SMSH is owned by Jason Sason
All total Magna Group LLC got 87,156,912 free trading shares between October 5, 2010 - March 31, 2011.
It looks like they have some kind of draw down financing arrangement with this company. Magna Group LLC is being issued shares at a discount to the market price and then they are selling those shares for a profit. SMHS gains financing from the arrangement, Magna Group LLC makes money, and the SMHS shareholders lose out.
You can see how the number of shares issued to Magna Group LLC gradually becomes higher and higher each time. That is for two reasons.
#1) because the share price gradually goes down as those shares are diluted into the market
#2) because as the outstanding share count goes up Magna Group LLC is able to be issued more shares without going over 10% ownership and having to do filings to claim those shares.
So you can pretty much be sure that this pattern has continued since March 31, 2011 with Magna Group getting a higher and higher number of discounted shares to sell each time.
Just for an example of what kind of discount Magna Group LLC is getting let's look at what the share price of the stock was at compared to the price that Magna Group LLC had to pay starting from the first issuance on October 5, 2010 all the way to March 31, 2011. Take notice on how the share price has gotten lower and lower and lower and lower during those 6 months.
On October 5, 2010 Magna got 905,066 shares at $.031/share. On October 5, 2010 SMSH closed at $.052/share.
On October 15, 2010 Magna got 1,604,279 shares at $.0187/share. On October 15, 2010 SMSH closed at $.043/share.
On October 26, 2010 Magna got 1,500,000 shares at $.02/share. On October 26, 2010 SMSH closed at $.019/share.
On November 22, 2010 Magna got 2,272,727 shares at $.011/share. On November 22, 2010 SMSH closed at $.021/share.
On December 2, 2010 Magna got 2,272,727 shares at $.011/share. On December 2, 2010 SMSH closed at $.023/share.
On December 9, 2010 Magna got 2,500,000 shares at $.01/share. On December 9, 2020 SMSH closed at $.022/share.
On December 17, 2010 Magna got 2,840,909 shares at $.0088/share. On December 17, 2010 SMSH closed at $.016/share.
On December 29, 2010 Magna got 4,496,402 shares at $.00556/share. On December 29, 2010 SMSH closed at $.016/share.
On January 4, 2011 Magna got 4,496,402 shares at $.00556/share. On January 4, 2011 SMSH closed at $.022/share.
On January 12, 2011 Magna got 3,500,000 shares at $.01/share. On January 12, 2011 SMSH closed at $.018/share.
On January 19, 2011 Magna got 5,714,286 shares at $.007/share. On January 19, 2011 SMSH closed at $.016/share.
On January 28, 2011 Magna got 5,714,286 shares at $.007/share. On January 28, 2011 SMSH closed at $.013/share.
On February 9, 2011 Magna got 9,523,810 shares at $.00315/share. On February 9, 2011 SMSH closed at $.0081/share.
On February 23, 2011 Magna got 9,523,810 shares at $.00315/share. On February 23, 2011 SMSH closed at $.012/share.
On March 3, 2011 Magna got 7,792,208 shares at $.0035/share. On March 3, 2011 SMSH closed at $.0072/share.
On March 16, 2011 Magna got 10,000,000 shares at $.003/share. On March 16, 2011 SMSH closed at $.0055/share.
On March 31, 2011 Magna got 12,500,000 shares at $.002/share. On March 31, 2011 SMHS closed at $.0032/share.
On average Magna Group LLC is getting their shares at about a 50% below the market price then selling them immediately into the market and driving the share price lower and lower.
This constant share selling is killing any pump that is done on this stock and over time it continues to drive the price gradually lower and lower.
Between January 1, 2011 and March 31, 2011 the float increased by almost 65,000,000 shares from 47,773,426 to 112,300,132. All of those shares were shares issued to Magna Group LLC
I would estimate that between April 1, 2011 and June 30, 2011 based on the average trading price of the stock during that time and the pattern of share issuing to Magna in the past, Magna received approximately 150,000,000 more free trading shares during that 3 months bringing the float up to around 262,300,132.
-----------
Who is Magna Group LLC?
They were formed as a business entity in Texas on January 27, 2010. According to SMHS their sole officer is Jason Sason.
Magna Group LLC doesn't have its own address. It uses the address of its resident agent - United Corporate Services Inc. The company seems pretty much obscure.
SMHS never put out a single press release or did a single filing for this financing agreement with Magna Group LLC. The first time that any disclosure at all was given for this financing arrangement was in the most recent quarterly report filed on May 10, 2011 (8 months after the share dilution started).
Very very suspicious set-up going on there to say the least.
Side note - January 27, 2010 is 9 days after Kenneth Oxsalida took over as the CEO of SMHS.
--------
What has the money been going to?
From the last quarterly report:
The Company’s primary cash flow is a result of revenues from operations however as the Company is in the development stage, revenues are not sufficient at this time to meet the Company’s needs. The Company intends to raise capital through the sale of its common stock to fund operations for the next year.
And that statement is right. The company has only had $1,849 during its entire existence.
The accumulated deficit is relatively small though and the company doesn't have outrageous debt Notes so the financing is going towards paying expenses and keeping the company out of debt, but that doesn't do a whole lot to help the shareholders supporting this company.
----------
A little history about SMHS
On January 5, 2010, Joseph Meuse acquired 7,000,000 shares of common stock through his company Belmont Partners LLC for an undisclosed amount of money giving him 81.37% ownership and controlling interest in the SMHS. Joseph Meuse then made himself the sole director/officer of SMHS.
http://www.sec.gov/Archives/edgar/data/1349810/000135239210000002/smhs_form8k.htm
Less than two weeks later on January 18, 2010, Joseph Meuse sold 4,302,111 of those shares to Assurance Group Direct, Inc (Kenneth Oxsalida) for $288,671 giving Assurance Group Direct, Inc 50.01% ownership and controlling interest in the company. Meuese then resigned from his officer positions and Kenneth Oxsalida was appointed at the sole director/officer of the company.
http://www.sec.gov/Archives/edgar/data/1349810/000135239210000005/smhs8k.htm
http://www.sec.gov/Archives/edgar/data/1328416/000135239210000019/xslF345X03/primary_doc.xml
Assurance Group Direct, Inc had only been a business entity for 2 1/2 weeks at the time it purchased control of SMHS
http://sunbiz.org/scripts/cordet.exe?action=DETFIL&inq_doc_number=P10000000187&inq_came_from=NAMFWD&cor_web_names_seq_number=0000&names_name_ind=N&names_cor_number=&names_name_seq=&names_name_ind=&names_comp_name=ASSURANCEGROUPDIRECT&names_filing_type=
Oxsalida didn't file any financial reports after taking over SMHS. Then in July of 2010 he filed a form 15 terminating the companies registration with the SEC making SMHS a non-reporting company.
-------
Joseph Meuse's name has come up with two other companies I have researched in the past - GTLL and MGRN (both are trading at $.0001/share now).
His name also shows up in this article criticizing reverse mergers involving Chinese companies:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=58316272&txt2find=Meuse
Meuse owns PacWest, LLC and Pacific Stock Transfer.
I've read many posts about Meuse's reputation as a shell hijacker.
This is an interesting article:
http://www.reuters.com/article/2009/06/25/idUS225933+25-Jun-2009+PRN20090625
Let's just say he doesn't seem to have the best reputation.
---------
Kenneth Oxsalida was found guilty of securities fraud by the state of Texas in 2004 for offering unregistered securities, engaging in fraud, and using misleading and false statements.
Here is a copy of that order:
http://www.ssb.state.tx.us/Enforcement/files/1570.pdf
Side Note - Texas is where Magna Group LLC is from.
--------
Other names associated with SMSH. Kimberly Graus - legal counsel.
Kimberly Graus seems like super lawyer she is associated with so many non-reporting pink sheet companies. Often times with Big Apple connected companies. She has been known to do a lot of opinion letters to allow stock to be free trading. She has been involved with SMSH since at least September of 2010 which is before Magna Group LLC started getting their free trading stock.
-----------
SMHS has been a PR machine since September of 2010. Some of the press releases are utterly ridiculous with revenue projections of $30 million for 2011. They are way behind pace so far with only $1,849 in revenues to show for the year so far. When you start reading BS like that it makes it that much harder to trust anything else they say.
After reading the press releases I can understand why they decided to be a non-reporting company where they can avoid SEC scrutiny while hiding on the OTC.
Because of the questionable cast of characters connected to it and the ongoing arrangement of discounting shares being issued and diluted into the market SMSH doesn't seem like a very wise investment to me.
As of the last disclosed share count the SMHS share structure looked like this on March 31, 2011:
A/S - 500,000,000
O/S - 227,325,132
Float - 112,300,132
Just the fact that they raised the A/S from 500,000,000 to 2,000,000,000 shows that the O/S has most likely gone up and is very close to 500,000,000 shares now. We have no way of knowing what the float is at now unless the TA is ungagged.
The mods on that forum must be inactive because the IBOX is extremely outdated. Several filings have come out since the numbers listed in the IBOX which more current share count numbers.
I really am not understanding the statement about the new authorized shares being restricted. It all depends on what the new shares are issued for whether or not they are restricted.
SMHS has a history of issuing free trading shares to a company called Magna Group LLC which according to SMSH is owned by Jason Sason
All total Magna Group LLC got 87,156,912 free trading shares between October 5, 2010 - March 31, 2011.
It looks like they have some kind of draw down financing arrangement with this company. Magna Group LLC is being issued shares at a discount to the market price and then they are selling those shares for a profit. SMHS gains financing from the arrangement, Magna Group LLC makes money, and the SMHS shareholders lose out.
You can see how the number of shares issued to Magna Group LLC gradually becomes higher and higher each time. That is for two reasons.
#1) because the share price gradually goes down as those shares are diluted into the market
#2) because as the outstanding share count goes up Magna Group LLC is able to be issued more shares without going over 10% ownership and having to do filings to claim those shares.
So you can pretty much be sure that this pattern has continued since March 31, 2011 with Magna Group getting a higher and higher number of discounted shares to sell each time.
Just for an example of what kind of discount Magna Group LLC is getting let's look at what the share price of the stock was at compared to the price that Magna Group LLC had to pay starting from the first issuance on October 5, 2010 all the way to March 31, 2011. Take notice on how the share price has gotten lower and lower and lower and lower during those 6 months.
On October 5, 2010 Magna got 905,066 shares at $.031/share. On October 5, 2010 SMSH closed at $.052/share.
On October 15, 2010 Magna got 1,604,279 shares at $.0187/share. On October 15, 2010 SMSH closed at $.043/share.
On October 26, 2010 Magna got 1,500,000 shares at $.02/share. On October 26, 2010 SMSH closed at $.019/share.
On November 22, 2010 Magna got 2,272,727 shares at $.011/share. On November 22, 2010 SMSH closed at $.021/share.
On December 2, 2010 Magna got 2,272,727 shares at $.011/share. On December 2, 2010 SMSH closed at $.023/share.
On December 9, 2010 Magna got 2,500,000 shares at $.01/share. On December 9, 2020 SMSH closed at $.022/share.
On December 17, 2010 Magna got 2,840,909 shares at $.0088/share. On December 17, 2010 SMSH closed at $.016/share.
On December 29, 2010 Magna got 4,496,402 shares at $.00556/share. On December 29, 2010 SMSH closed at $.016/share.
On January 4, 2011 Magna got 4,496,402 shares at $.00556/share. On January 4, 2011 SMSH closed at $.022/share.
On January 12, 2011 Magna got 3,500,000 shares at $.01/share. On January 12, 2011 SMSH closed at $.018/share.
On January 19, 2011 Magna got 5,714,286 shares at $.007/share. On January 19, 2011 SMSH closed at $.016/share.
On January 28, 2011 Magna got 5,714,286 shares at $.007/share. On January 28, 2011 SMSH closed at $.013/share.
On February 9, 2011 Magna got 9,523,810 shares at $.00315/share. On February 9, 2011 SMSH closed at $.0081/share.
On February 23, 2011 Magna got 9,523,810 shares at $.00315/share. On February 23, 2011 SMSH closed at $.012/share.
On March 3, 2011 Magna got 7,792,208 shares at $.0035/share. On March 3, 2011 SMSH closed at $.0072/share.
On March 16, 2011 Magna got 10,000,000 shares at $.003/share. On March 16, 2011 SMSH closed at $.0055/share.
On March 31, 2011 Magna got 12,500,000 shares at $.002/share. On March 31, 2011 SMHS closed at $.0032/share.
On average Magna Group LLC is getting their shares at about a 50% below the market price then selling them immediately into the market and driving the share price lower and lower.
This constant share selling is killing any pump that is done on this stock and over time it continues to drive the price gradually lower and lower.
Between January 1, 2011 and March 31, 2011 the float increased by almost 65,000,000 shares from 47,773,426 to 112,300,132. All of those shares were shares issued to Magna Group LLC
I would estimate that between April 1, 2011 and June 30, 2011 based on the average trading price of the stock during that time and the pattern of share issuing to Magna in the past, Magna received approximately 150,000,000 more free trading shares during that 3 months bringing the float up to around 262,300,132.
-----------
Who is Magna Group LLC?
They were formed as a business entity in Texas on January 27, 2010. According to SMHS their sole officer is Jason Sason.
Magna Group LLC doesn't have its own address. It uses the address of its resident agent - United Corporate Services Inc. The company seems pretty much obscure.
SMHS never put out a single press release or did a single filing for this financing agreement with Magna Group LLC. The first time that any disclosure at all was given for this financing arrangement was in the most recent quarterly report filed on May 10, 2011 (8 months after the share dilution started).
Very very suspicious set-up going on there to say the least.
Side note - January 27, 2010 is 9 days after Kenneth Oxsalida took over as the CEO of SMHS.
--------
What has the money been going to?
From the last quarterly report:
The Company’s primary cash flow is a result of revenues from operations however as the Company is in the development stage, revenues are not sufficient at this time to meet the Company’s needs. The Company intends to raise capital through the sale of its common stock to fund operations for the next year.
And that statement is right. The company has only had $1,849 during its entire existence.
The accumulated deficit is relatively small though and the company doesn't have outrageous debt Notes so the financing is going towards paying expenses and keeping the company out of debt, but that doesn't do a whole lot to help the shareholders supporting this company.
----------
A little history about SMHS
On January 5, 2010, Joseph Meuse acquired 7,000,000 shares of common stock through his company Belmont Partners LLC for an undisclosed amount of money giving him 81.37% ownership and controlling interest in the SMHS. Joseph Meuse then made himself the sole director/officer of SMHS.
http://www.sec.gov/Archives/edgar/data/1349810/000135239210000002/smhs_form8k.htm
Less than two weeks later on January 18, 2010, Joseph Meuse sold 4,302,111 of those shares to Assurance Group Direct, Inc (Kenneth Oxsalida) for $288,671 giving Assurance Group Direct, Inc 50.01% ownership and controlling interest in the company. Meuese then resigned from his officer positions and Kenneth Oxsalida was appointed at the sole director/officer of the company.
http://www.sec.gov/Archives/edgar/data/1349810/000135239210000005/smhs8k.htm
http://www.sec.gov/Archives/edgar/data/1328416/000135239210000019/xslF345X03/primary_doc.xml
Assurance Group Direct, Inc had only been a business entity for 2 1/2 weeks at the time it purchased control of SMHS
http://sunbiz.org/scripts/cordet.exe?action=DETFIL&inq_doc_number=P10000000187&inq_came_from=NAMFWD&cor_web_names_seq_number=0000&names_name_ind=N&names_cor_number=&names_name_seq=&names_name_ind=&names_comp_name=ASSURANCEGROUPDIRECT&names_filing_type=
Oxsalida didn't file any financial reports after taking over SMHS. Then in July of 2010 he filed a form 15 terminating the companies registration with the SEC making SMHS a non-reporting company.
-------
Joseph Meuse's name has come up with two other companies I have researched in the past - GTLL and MGRN (both are trading at $.0001/share now).
His name also shows up in this article criticizing reverse mergers involving Chinese companies:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=58316272&txt2find=Meuse
Meuse owns PacWest, LLC and Pacific Stock Transfer.
I've read many posts about Meuse's reputation as a shell hijacker.
This is an interesting article:
http://www.reuters.com/article/2009/06/25/idUS225933+25-Jun-2009+PRN20090625
Let's just say he doesn't seem to have the best reputation.
---------
Kenneth Oxsalida was found guilty of securities fraud by the state of Texas in 2004 for offering unregistered securities, engaging in fraud, and using misleading and false statements.
Here is a copy of that order:
http://www.ssb.state.tx.us/Enforcement/files/1570.pdf
Side Note - Texas is where Magna Group LLC is from.
--------
Other names associated with SMSH. Kimberly Graus - legal counsel.
Kimberly Graus seems like super lawyer she is associated with so many non-reporting pink sheet companies. Often times with Big Apple connected companies. She has been known to do a lot of opinion letters to allow stock to be free trading. She has been involved with SMSH since at least September of 2010 which is before Magna Group LLC started getting their free trading stock.
-----------
SMHS has been a PR machine since September of 2010. Some of the press releases are utterly ridiculous with revenue projections of $30 million for 2011. They are way behind pace so far with only $1,849 in revenues to show for the year so far. When you start reading BS like that it makes it that much harder to trust anything else they say.
After reading the press releases I can understand why they decided to be a non-reporting company where they can avoid SEC scrutiny while hiding on the OTC.
Because of the questionable cast of characters connected to it and the ongoing arrangement of discounting shares being issued and diluted into the market SMSH doesn't seem like a very wise investment to me.
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