Thursday, September 01, 2011 12:17:44 AM
The dirty world of the shell hijacker
The relevance of this post is mostly for future reference and maybe it takes us a tiny bit into the dirty world of the shell hijacker.
It centers around an old article from 2009. The article is entertaining because it mentions MiniMar Group, Big Apple Consulting, and Joseph Meuse (Belmont Partners) all in one article.
Hijacker suing hijacker with a reference to Big Apple Consulting thrown in.
Relevant companies involved include VShield Software Corp. (VSHE), King Resources Inc. (KING), and Aztec Technology Partners, Inc. (AZTC) - now known as Ultimate Lifestyles Corporation (UMLS).
*** note some names are slightly altered in this post to allow the post to stand
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Here is the article:
http://www.reuters.com/article/2009/06/25/idUS225933+25-Jun-2009+PRN20090625
TORONTO, June 24, 2009 /PRNewswire-FirstCall/ - Toronto Canada MiniMar Group Inc. acting in regards to the following public companies; VShield Software Corp. (VSHE: PK), King Resources Inc. (KING: PK) and Aztec Technology Partners, Inc. (AZTC:PK), today filed a lawsuit in Toronto Canada against Belmont Partners, LLC www.belmontpartners.net and Joseph Meuse, the Managing Director of Belmont, personally.
In summary, MiniMar Group takes the position that assets were improperly removed from the 3 aforementioned companies which belonged to all of the shareholders, however it is alleged that Joseph Meuse admitted to M Zecevic President of MiniMar Group that these assets were distributed to only to some, but not all of the shareholders. M Zecevic said "Upon learning this, it just didn't sit well with us. That action exposed us and these Companies to lawsuits from dissenting shareholders, SEC inquiries, sanctions and other possible liabilities that MiniMar did not anticipate and did not bargain for.
MiniMar Group acknowledges the efforts and assistance of Big Apple Consulting, a USA based company, who is also involved in a similar type of lawsuit with Belmont on a similar but unrelated transaction.
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The Big Apple Consulting / Joseph Meuse lawsuit:
Overview from article dated December 10, 2009
http://www.tccg.ca/uploaded/tiny_mce/File/RMR-Dec2009.pdf
In 2006, Big Apple announced in its newsletter an arrangement with reverse merger consultancy Belmont Partners, but the relationship was later severed when Big Apple sued Belmont unsuccessfully after entering into agreements where Big Apple lent capital to clients to purchase shells from the investment bank. A New York Supreme Court judge granted Belmont’s motion to dismiss the case last year, and later denied Big Apple’s request for another hearing.
http://decisions.courts.state.ny.us/10jd/nassau/decisions/index/index_new/warshawsky/2008sept/023104-07.pdf
"justifiable reliance on a misrepresentation cannot be shown when that party could have discovered the truth with due diligence” or “where it could have discovered the true nature of the investments by ordinary intelligence or with reasonable investigation”
Funny that Big Apple Consulting had already lost their lawsuit against Joseph Meuse well before the Minimar Group article referenced Big Apple Consulting's efforts against Joseph Meuse.
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Back to the Minimar Group / Joseph Meuse lawsuit:
According to the Lawsuit which I'll post below - Minimar Group purchased the 3 shells from Joseph Meuse in February of 2009. Minimar Group was under the impression that they were purchasing clean shells, but found out after they starting making their monthly payments that the shells weren't so clean. Minimar Group alleges that Joseph Meuse was doing some illegal dealings with the shells which included illegal share distribution. Apparently shortly after Minimar Group started making the monthly payments towards the purchase of the shells the SEC started an investigation into VSHE.
In June of 2009 Minimar Group filed a lawsuit against Joseph Meuse accusing him (among other things) of removing assets from the shells, overstating the number of outstanding share count of the VSHE shell then subsequently issuing millions of shares into a private entity, forging signatures on documents to illegally authorize the creation of preferred shares and the unauthorized issuance of common shares, and having knowledge of an SEC investigation but hiding that information from Minimar Group before selling them the VSHE shell.
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VSHE ended up getting suspended by the SEC in September of 2009:
http://www.sec.gov/litigation/suspensions/2009/34-60707-o.pdf
Trading in the securities of VShield Software Corp. appears to be predicated on apparent misstatements. Certain persons appear to have usurped the identity of a defunct or inactive publicly-traded corporation, initially by reinstating the company without authorization, and then by obtaining a new CUSIP number and ticker symbol based on the apparently false representation that they were duly authorized officers, directors and/or agents of the original publicly-traded corporation.
Sounds like an illegal shell hijacking.
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Here are the relevant portions of that Minimar Group / Joseph Meuse lawsuit (further details about the settlement and counter claims follow further down this post)
The Plaintiff, MiniMar Group Inc. of Canada (hereinafter called MiniMar) is a Canadian, provincially incorporated company having its head office in Toronto, Ontario. It carries on business as a mergers and acquisitions (M and A) consulting firm. Its clients include a number of private and publicly traded companies.
M Zecevic (hereinafter called Zecevic) is a businessman, resident of Ontario and is an officer and director of MiniMar. Zecevic had conducted the negotiations on behalf of the Plaintiff, MiniMar.
The Defendant, Belmont Partners LLC (hereinafter called Belmont) is an American company carrying on business at 360 Main Street, P.O. Box 393, Washington, Virginia, 22747 USA and at 654 Madison Avenue, Suite 1009, New York, NY 10021, USA. Belmont is in the same business as MiniMar. The publicly traded companies for whom Belmont and MiniMar consult are companies which are often registered as publicly traded companies on the OTCBB or the Pink Sheets exchanges.
The other defendant, Joseph Meuse is the principal of Belmont and had conducted all of the negotiations with MiniMar.
MiniMar is also in the business of buying and reselling publicly traded Pink Sheet and OTCBB shell corporations which are approved for trading by the SEC but which have no assets and no liabilities. These are commonly known as “clean shells” which are ready for other companies or individuals to purchase for the purpose of acquisition of or merger with other private business entities. The purpose is to transform such private business entities into publicly traded companies and in order to raise capital for the entity or in order that the shareholders of the private entity increase the liquidity or saleability of the shares of their company. For these reasons MiniMar searches for “clean shells” from companies such as Belmont.
Belmont is fully aware what “clean shells” are, the purpose they serve, how essential it is for purchasers that shell companies which they sell be “clean” (meaning no liabilities nor contingent liabilities which would affect the value of the company).
In these circumstances MiniMar and Zecevic, on behalf of MiniMar purchased three companies from Belmont for the purpose of mergers and acquisitions with European and Asian companies.
Three Agreements of Purchase and Sale between MiniMar and Belmont (hereinafter collectively called the Agreements) were signed in Toronto, Ontario in or about January and February 2009. The Agreements were not identical but required Belmont to provide three “clean shell” companies (hereinafter called the Companies) to MiniMar.
Pursuant to the Agreements MiniMar was to pay Belmont US$200,000.00 per “clean shell”. A down payment of US$25,000.00 per Company was paid into escrow and terms were agreed upon for the payment of the balance.
The amounts paid into escrow were not to be paid out until certain fundamental terms of the Agreements were complied with and which would have allowed the payments out of escrow. These terms are further described in this claim.
In accordance with the Agreements, prior to the deposits being released from escrow, either party could terminate upon written notice to the other; in that event the Agreements would become null and void and unenforceable.
On June 19, 2009 the Plaintiffs solicitor did write to the Defendants and did advise them that the Agreements are to be deemed null and void and that the deposit moneys should be returned to the Plaintiff, from escrow. Nevertheless the Defendants have refused to comply.
All of the terms for payment were contained in the three Agreements. The Agreements called for a schedule of monthly payments over a 9 to 10 month period. Payments were only to start 90 days after the Effective Date of the Agreements.
It is noteworthy that the Effective Dates of the Agreements never occurred as from the out set and for reasons set forth below the Defendants did not comply with fundamental terms of the Agreements. These failures to comply (set out below) prevented the parties from identifying an Effective Date from which to count the ninety day period for the commencement of the monthly payments.
The Companies purchased by MinjMar had the following names and trading symbols: Vsheild Software Corp. - VSHE, King Resources Inc. – KING and Aztech Technology Partners, Inc. - AZTC (the public shell Companies). Belmont was advised by MiniMar that MiniMar had several clients with assets of Euros 2,000,000 to 3,000,000 which were available and ready for merger with the public shell Companies.
Belmont was fully aware that the most important requirements for the Companies were proper and legal control of the public shell Companies in order to enable new shareholders to convey their shares and treasury shares and further that the Companies be “clean shells” with no liabilities, nor contingent liabilities which might materially affect the value of the Companies.
For the purpose of control and effective management of the Companies, Belmont was to deliver at least 60% to 67% of the common and preferred stock outstanding for each of the three public shell Companies and none were to have any liabilities. Nevertheless the Agreements did state that Belmont was to deliver 51% and/or 50.001% of the shares of each Company.
Joseph Meuse and/or Belmont were the principle shareholders and the directing minds of VSHE, KING and AZTC. As such they were completely apprised of all of the debts and liabilities of these companies and any possible or probable law suits or regulatory issues which may have been pending against VSHE, KING and AZTC.
The Agreements called for the change of the share transfer agent and the escrow agent which the Plaintiff came to understand (after the Agreements were signed) were and are both controlled by Joseph Meuse.
The Agreements also required the first payments by MiniMar to be paid into escrow pending the delivery of the required number of share certificates for VSHE, KING and AZTC. Nevertheless in breach of the Agreements the down payments made (in total US$75,000.00) were not paid into escrow but were paid directly to Joseph Meuse or Belmont. A conflict of interest was created between the interests of Joseph Meuse and Belmont and the escrow agent’s duties to the Plaintiff. The down payments should have remained in the escrow account.
The Agreements required Belmont to provide the corporate Minute Books, documents and the share certificates, forthwith before the down payment of US$75,000.00 was released to Belmont. Nevertheless, the Corporate Minute Books were not delivered for some months after the Agreements were executed however the required number of share certificates representing of the outstanding shares of VSHE, KING and AZTC were not delivered as agreed.
The Agreements allowed the Plaintiff ninety days from the delivery of all of the share certificates and Corporate Minute Books and records before there was any further obligation to make any further payments for the “clean shells” (that is VSHE, KING and AZTC, the Companies).
Despite repeated demands of the Plaintiff that the foregoing share certificates and Corporate Records be delivered, only the Corporate Minute Books were provided.
Joseph Meuse and Belmont began to demand additional payments only 30 days after the Agreements were signed. Said payments were not due. Furthermore, after the Agreements were signed, it became apparent to the Plaintiff that the financial records were not complete and that there were liabilities and contingent liabilities which were not reported.
Assets were removed from the Companies which belong to all of the shareholders but which Joseph Meuse has admitted were distributed to only some of them. That exposed the Companies to law suits from dissenting shareholders – liabilities that MiniMar did not anticipate and did not bargain for.
These liabilities and contingent liabilities of the Companies were known to the Defendants but were not reported to the Plaintiff. This active omission amounted to fraudulent misrepresentations about the integrity of the Companies and upon which the Plaintiff relied and was subsequently damaged.
These liabilities described in paragraph disenfranchise shareholders of the Companies and are a violation American securities laws. MiniMar was completely unaware of these facts at the time of its execution of the Agreements and nor could it have made itself aware of such liabilities or contingent liabilities without the Defendants’ disclosure. The defendants fraudulently misrepresented the financial state of the Companies by not advising MiniMar of these improper capital distributions from the Companies.
The financial statements for the Companies should all be “at zero” meaning there should have been no assets and no liabilities in any of them. The contingent liabilities to other shareholders was a breach of that fundamental term of the Agreements of Purchase and Sale of the shares of the Companies.
Furthermore it is also a condition precedent for any of these Agreements that a prior operating company was to have been in existence within each of the Companies and was to have been spun out in a proper and legal manner to those rightfully entitled to proceeds of such a disposition, in accordance with American securities and corporate laws.
Without having delivered all of the financial records, the corporate resolutions and records and all of the share certificates (collectively called the “Records”) and prior to the expiry of the ninety day period after the execution of the Agreements, the defendants also began to demand guarantees for the balance of the payments for the purchase of KING and AZTC for the Companies. That was not a term of the Agreements (it was only a term of the VSHE agreement) but was imposed by the Defendants, after signature of the Agreements of Purchase and Sale and after payment of the deposits by the Plaintiff.
Amending Agreements were sent to the Plaintiff for signature (for the KING and the AZTC deals) within days of the signature of the Agreements. The Amending Agreements called for the issuance of additional shares of the Companies, KING and AZTC, to be used as collateral/security in order to guarantee the payments to be made for said Companies.
The Amending Agreements contained oppressive provisions for the minority shareholders and diminished share value. For example, the Amending Agreement for AZTC and KING obliged them to guarantee and to pay what MiniMar owed to Belmont. That imposed provision alone prejudices the rights of the minority shareholders as it makes them indirectly liable in the event MiniMar did not pay for its shares.
Furthermore there were amendments to the Articles of Incorporation without the approval nor notice to the shareholders. Preferred shares for the Companies were issued in violation of American corporate and securities laws, as were common shares. For example VSHE issued a total of 114.7 million additional common shares for a total of 200,000,000 outstanding. However they did so without proper approval of the shareholders before the issue.
Despite MiniMar and its principle M Zecevic not having agreed to these Amending Agreements, M Zecevic’s electronic signature appears on these agreements. M Zecevic denies having signed these Amending Agreements. It is noteworthy that the Amending Agreements and other accompanying documents which are purportedly signed by M Zecevic are signed with an imprint of the exact same signature on each and every document. There is not even the slightest variation on any of the signatures thereby confirming their electronic transposition on the documents from the same original signature.
Zecevic denies having approved such a transposition of his signature onto any of the documents. Zecevic only signed the initial Agreements for the purchase of the shares and MiniMar never intended on any guarantee of the payments for the Companies, KING and AZTC. Furthermore none of the pages on the Agreements are initialled.
In the VSHE Agreement, the Plaintiff was required to deliver shares of the Company as security for the debt outstanding to the Defendant, Belmont. Nevertheless, the Plaintiff was unable to do so because the control block of shares of VSHE which Belmont was to deliver to the Plaintiff (and which would have given the Plaintiff authority to convey the security) was never delivered. Belmont frustrated the performance of the Agreement and made the Agreement impossible to perform.
Furthermore, the Agreement with VSHE stated that the shares would be non-diluting until full payment had been made, thereby further making it impossible to issue additional shares for security for payment without violating the Agreement.
The defendant Belmont is in breach of its agreement with the Plaintiff in that it was to have provided share certificates representing 60% to 67% of the shares outstanding for each of the Companies. That represented a comfortable percentage for control of the Companies. Nevertheless and despite the agreement, Belmont advised that it was not able to deliver more than 50.001% of AZTC, 51% of VSHE and only preferred stock for KING, the percentage of the equity of which has yet to be determined. No common shares were delivered for KING, No preferred shares were delivered and no control block of the preferred shares nor any common shares were ever delivered for AZTC and VSHE, or KING despite various assurances. That was a fundamental breach of all of the Agreements.
Joseph Meuse and Belmont appreciated their inability to deliver the required and agreed number of shares and did attempt to re-negotiate a reduction of the price of the shell Companies. At one point Belmont offered a reduction of US$75,000.00 for each of the Companies.
Furthermore and in breach of the Agreements to sell “clean shells” it became apparent to the Plaintiff that the Companies’ activities and their dealings with their assets were being investigated by the SEC. Neither Joseph Meuse nor Belmont advised MiniMar of this defect in the quality of the Companies being sold.
Joseph Meuse and Belmont fraudulently mis-represented the quality of the companies notwithstanding that they knew or ought to have know that the SEC would be investigating the activities and the asset dispositions which the Companies had undertaken. MiniMar was not informed of this and only found out when it and its interim officers were appointed by the Companies.
The Agreement with VSHE clearly represented that the company would not have any other liability other than those disclosed. The Agreements with KING and AZTC did use the acronym “as is” however it is implicit in the Agreements and the nature of the trade that the Companies would be “clean shells”. Undisclosed liabilities breach these explicit and implicit terms.
MiniMar was induced to purchase the Companies with the assurances of the Defendants that there were no liabilities (past or future) nor assets, nor improper asset dispositions which would affect the value of the Companies. MiniMar was misled to purchase the Companies and has borne considerable expenses in having to deal with the SEC’s investigation of the Defendants’ previous dealings with the Companies. MiniMar had signed purchase Agreements for the Companies whose values and integrity were purposely misrepresented to the Plaintiff.
The SEC’s investigation into the activities and the asset distributions made prior to the Companies’ purchases will further erode the value of the Companies as shareholders will now be demanding payment for the assets which were improperly disposed of or taken by management and paid over to a select few shareholders. This damages the Plaintiff.
The foregoing are fundamental breaches of the Agreements and undermine the value of the Companies. The exact amount of the damages or devaluation of the Companies because of these potential liabilities can only be determined when there has been a thorough accounting and final report from the SEC’s investigation.
Belmont was unjustly enriched with the payment of US$75,000.00 for the deposits. The Plaintiff demands a declaration that the Agreements are null and void, and order for and restitution. Alternatively the Plaintiff claims rescission of Agreements and damages in order to make it whole.
The Plaintiff also understands that the Delaware law requires a shareholders’ meeting and approval of any issuance of preferred shares or common shares, the change of the transfer agent or any other material change. Nevertheless shares which were to be sold to the Plaintiff were never properly authorized by the shareholders at any such meeting of shareholders and nor was the change of the transfer agent. This was a further and fundamental breach of the Agreements by Belmont thereby creating more uncertainty about the value of the Companies.
Because of these issues Belmont and Joseph Meuse offered further reductions of the purchase price.
It is the Plaintiff’s understanding that it now impossible for the Defendants to comply with the terms of the Agreements as there is no approval of the shareholders for the issuance of the preferred and common shares which were to be sold to the Plaintiff. That misrepresentation about the integrity of the share structure of the Companies constitutes a fundamental breach of the contract.
Any shareholder’s meeting which may have to be called would cost each company between US$25,000.00 to US$100,000.00 thereby undermining most of the entire value of each of the Companies. AZTC has at least 3300 shareholders while VSHE has at least 230 shareholders, all of whom would have to be given notice and a venue for the meeting.
Despite calls by Zecevic to Belmont and Joseph Meuse and despite repeated attempts by the Plaintiff to find a resolution to the numerous breaches and misrepresentations the Defendants have evaded communications with the Plaintiff and Zecevic.
Because the SEC’s investigation is ongoing Zecevic has advised Meuse that thousands of shareholders interests are in peril and that the improper disposition of the assets of the Companies required additional information be furnished to the SEC. Nevertheless the defendants have continued to avoid communication with the Plaintiff.
The Plaintiff claims a rescission of the Agreements to purchase the Companies and all of its damages as a result thereof. The Plaintiff also claims an accounting for all damages subsequently found as a result of the breach of the Agreements and fraudulent misrepresentations made by the defendants.
Subject to an accounting for all of its damages the Plaintiff estimates its current damages at US$225,000.00 for the following:
a. Web site development for all three Companies - US$15,000.00
b. Accounting and legal expenses for the Agreement of Purchase and Sale - US$25,000.00.
c. Accounting and legal expenses with the SEC and the Pink Sheets - US$55,000.00
d. Transfer Agents fees; officers, directors and management fees – US55,000.00
e. Deposit payment made of US$75,000.00
The Plaintiffs claim that the Agreements were void ab initio as the Defendants had not complied with fundamental terms of the agreements in order to make them effective and enforceable and nor should have any monies be paid out from escrow. The Defendants have fraudulently misrepresented the Agreements and have been unjustly enriched with the payment of the deposits. They have also imposed additional costs and expenses for which the Plaintiffs claim restitution for the full amount. It is the position of the Plaintiff that despite the Agreements of Purchase and Sale the deals never closed because of the failure of the Defendants to deliver requisite stock certificates and their numerous fundamental breaches of the Agreements.
As of May 2009 it has been brought to the attention of the Plaintiff that AZTC had merged with another company which is currently engaged in a law suit. This was not disclosed to the Plaintiff and materially affects the value of what was to have been purchased from Belmont. This failure to disclose material facts further supports the pattern of fraudulent misrepresentations and the fundamental breach of the contract by the Defendants.
Further the Defendants had advised that VSHE had 200,000,000 shares of common stock outstanding and no preferred shares; however the shareholders list indicated that there were 85.7 million shares outstanding, not 200,000,000, and that the control block of 72.5 million shares was owned by a Manitoba private numbered company. It is apparent that shares which were subsequently (after January 23, 2009) issued in order for 200,000,000 shares to be outstanding, were so issued without proper consideration or resolutions and with complete disregard to the rights of the existing shareholders. This further jeopardises the value of VSHE by exposing it to law suits from dissenting shareholders.
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The Settlement:
A settlement was reached between Minimar Group and Joseph Meuse (Belmont Partners) on October 23, 2009:
Under paragraphs one to four of the Settlement Agreement, the parties agreed that
1) MiniMar would issue a press release clarifying its earlier public statements regarding Belmont,
2) Belmont would keep the $75,000 already paid to it,
3) MiniMar would return all interests in Aztec to Belmont, and
4) Belmont would dismiss the arbitration action.
Further, the Settlement Agreement stated:
Upon filing of these dismissals, and except for the obligations arising under this Agreement, the parties mutually and completely release each other from any and all claims and demands made or which could have been made . . . or which otherwise concerns the CSPAs or the Companies.
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The Arbitrator steps in:
The Settlement Agreement did not end the dispute. MiniMar refused to comply with the Settlement Agreement until Belmont transferred stock certificates totaling 50.001% of King and 51% of VShield. MiniMar believed Belmont had promised, in pre-settlement email communications, to make those stock transfers. In response, Belmont filed a Request for Enforcement of Settlement Agreement and Award of Costs and Fees in the Arbitration, taking the position that the terms of the Settlement Agreement did not explicitly require any transfer of stock and released all other claims.
John Connolly, an arbitrator for the American Arbitration Association, International Centre for Dispute Resolution, entered an Award on January 11, 2010 in Alexandria, Virginia (“the Award”). The Award stated that “[w]ithin thirty (30) days from the date of transmittal of this Award to the Parties, [MiniMar] will comply fully with the language set forth in paragraphs 1, 2, 3, and 4 of the October 23, 2009 Settlement Agreement between the Parties[.]” Further, the arbitrator held that “[t]his award is in full settlement of all motions, claims, and counterclaims submitted to this Arbitration. All claims not expressly granted herein are hereby, denied.”
After the arbitration concluded, two separate proceedings commenced—one in Ontario and the other in this Court. Upon motion by MiniMar, the Superior Court of Justice in Ontario (“Ontario Superior Court”) recognized the Award in an order entered March 30, 2010. MiniMar had also moved for an order to stay enforcement of the Award until Belmont completed the requested transfer of stock and for an order to vary the Award to require fulfillment of the terms of the Award within thirty days of the requested transfer of stock. The Ontario Superior Court denied both of those motions.
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Belmont motion to Confirm the Arbitration Award is granted. Minimar's motion to suspend the Arbitration Award is denied:
On October 01, 2010, the legal battle between the two sides came to an end:
http://02ec4c5.netsolhost.com/blog/wp-content/uploads/2010/11/Belmont-Partners-10.1.10.pdf
CONCLUSION
For the reasons stated herein, the Court will grant Belmont’s motion to confirm the Award, and will deny MiniMar’s motions to suspend and confirm the Award, and both parties’ requests for sanctions. MiniMar must comply with the terms and conditions of the Arbitration Award. An appropriate order will follow.
The terms again were as follows:
1) MiniMar would issue a press release clarifying its earlier public statements regarding Belmont,
2) Belmont would keep the $75,000 already paid to it,
3) MiniMar would return all interests in Aztec to Belmont, and
4) Belmont would dismiss the arbitration action.
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Where are they now:
The shell that Joseph Meuse (Belmont Partners) got to keep - Aztec Technology Partners, Inc. (AZTC) had already became Ultimate Lifestyles Corporation (UMLS) in December of 2009 before all the court action was done. UMLS did a 1:1000 reverse split on 3/24/2010 and now flaunts the Caveat Emptor logo because no OTC or SEC filings have been done for the stock since Joseph Meuse deregistered the stock by filing a Form 15 on 3/15/07 after hijacking the shell.
MiniMar Group kept control of King Resources Inc (KING). KING has been diluted down to $.0003/share. KING currently flaunts the No Information logo because they have only done very limited OTC filings since Minimar Group insider, Keith Roberts, deregistered the stock by filing Form 15 on 6/12/09.
And of course, VShield Software Corp. (VSHE) had already been suspended by the SEC before the settlement agreement was reached. Neither side obviously wanted anything to do with VSHE after that.
The relevance of this post is mostly for future reference and maybe it takes us a tiny bit into the dirty world of the shell hijacker.
It centers around an old article from 2009. The article is entertaining because it mentions MiniMar Group, Big Apple Consulting, and Joseph Meuse (Belmont Partners) all in one article.
Hijacker suing hijacker with a reference to Big Apple Consulting thrown in.
Relevant companies involved include VShield Software Corp. (VSHE), King Resources Inc. (KING), and Aztec Technology Partners, Inc. (AZTC) - now known as Ultimate Lifestyles Corporation (UMLS).
*** note some names are slightly altered in this post to allow the post to stand
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Here is the article:
http://www.reuters.com/article/2009/06/25/idUS225933+25-Jun-2009+PRN20090625
TORONTO, June 24, 2009 /PRNewswire-FirstCall/ - Toronto Canada MiniMar Group Inc. acting in regards to the following public companies; VShield Software Corp. (VSHE: PK), King Resources Inc. (KING: PK) and Aztec Technology Partners, Inc. (AZTC:PK), today filed a lawsuit in Toronto Canada against Belmont Partners, LLC www.belmontpartners.net and Joseph Meuse, the Managing Director of Belmont, personally.
In summary, MiniMar Group takes the position that assets were improperly removed from the 3 aforementioned companies which belonged to all of the shareholders, however it is alleged that Joseph Meuse admitted to M Zecevic President of MiniMar Group that these assets were distributed to only to some, but not all of the shareholders. M Zecevic said "Upon learning this, it just didn't sit well with us. That action exposed us and these Companies to lawsuits from dissenting shareholders, SEC inquiries, sanctions and other possible liabilities that MiniMar did not anticipate and did not bargain for.
MiniMar Group acknowledges the efforts and assistance of Big Apple Consulting, a USA based company, who is also involved in a similar type of lawsuit with Belmont on a similar but unrelated transaction.
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The Big Apple Consulting / Joseph Meuse lawsuit:
Overview from article dated December 10, 2009
http://www.tccg.ca/uploaded/tiny_mce/File/RMR-Dec2009.pdf
In 2006, Big Apple announced in its newsletter an arrangement with reverse merger consultancy Belmont Partners, but the relationship was later severed when Big Apple sued Belmont unsuccessfully after entering into agreements where Big Apple lent capital to clients to purchase shells from the investment bank. A New York Supreme Court judge granted Belmont’s motion to dismiss the case last year, and later denied Big Apple’s request for another hearing.
http://decisions.courts.state.ny.us/10jd/nassau/decisions/index/index_new/warshawsky/2008sept/023104-07.pdf
"justifiable reliance on a misrepresentation cannot be shown when that party could have discovered the truth with due diligence” or “where it could have discovered the true nature of the investments by ordinary intelligence or with reasonable investigation”
Funny that Big Apple Consulting had already lost their lawsuit against Joseph Meuse well before the Minimar Group article referenced Big Apple Consulting's efforts against Joseph Meuse.
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Back to the Minimar Group / Joseph Meuse lawsuit:
According to the Lawsuit which I'll post below - Minimar Group purchased the 3 shells from Joseph Meuse in February of 2009. Minimar Group was under the impression that they were purchasing clean shells, but found out after they starting making their monthly payments that the shells weren't so clean. Minimar Group alleges that Joseph Meuse was doing some illegal dealings with the shells which included illegal share distribution. Apparently shortly after Minimar Group started making the monthly payments towards the purchase of the shells the SEC started an investigation into VSHE.
In June of 2009 Minimar Group filed a lawsuit against Joseph Meuse accusing him (among other things) of removing assets from the shells, overstating the number of outstanding share count of the VSHE shell then subsequently issuing millions of shares into a private entity, forging signatures on documents to illegally authorize the creation of preferred shares and the unauthorized issuance of common shares, and having knowledge of an SEC investigation but hiding that information from Minimar Group before selling them the VSHE shell.
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VSHE ended up getting suspended by the SEC in September of 2009:
http://www.sec.gov/litigation/suspensions/2009/34-60707-o.pdf
Trading in the securities of VShield Software Corp. appears to be predicated on apparent misstatements. Certain persons appear to have usurped the identity of a defunct or inactive publicly-traded corporation, initially by reinstating the company without authorization, and then by obtaining a new CUSIP number and ticker symbol based on the apparently false representation that they were duly authorized officers, directors and/or agents of the original publicly-traded corporation.
Sounds like an illegal shell hijacking.
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Here are the relevant portions of that Minimar Group / Joseph Meuse lawsuit (further details about the settlement and counter claims follow further down this post)
The Plaintiff, MiniMar Group Inc. of Canada (hereinafter called MiniMar) is a Canadian, provincially incorporated company having its head office in Toronto, Ontario. It carries on business as a mergers and acquisitions (M and A) consulting firm. Its clients include a number of private and publicly traded companies.
M Zecevic (hereinafter called Zecevic) is a businessman, resident of Ontario and is an officer and director of MiniMar. Zecevic had conducted the negotiations on behalf of the Plaintiff, MiniMar.
The Defendant, Belmont Partners LLC (hereinafter called Belmont) is an American company carrying on business at 360 Main Street, P.O. Box 393, Washington, Virginia, 22747 USA and at 654 Madison Avenue, Suite 1009, New York, NY 10021, USA. Belmont is in the same business as MiniMar. The publicly traded companies for whom Belmont and MiniMar consult are companies which are often registered as publicly traded companies on the OTCBB or the Pink Sheets exchanges.
The other defendant, Joseph Meuse is the principal of Belmont and had conducted all of the negotiations with MiniMar.
MiniMar is also in the business of buying and reselling publicly traded Pink Sheet and OTCBB shell corporations which are approved for trading by the SEC but which have no assets and no liabilities. These are commonly known as “clean shells” which are ready for other companies or individuals to purchase for the purpose of acquisition of or merger with other private business entities. The purpose is to transform such private business entities into publicly traded companies and in order to raise capital for the entity or in order that the shareholders of the private entity increase the liquidity or saleability of the shares of their company. For these reasons MiniMar searches for “clean shells” from companies such as Belmont.
Belmont is fully aware what “clean shells” are, the purpose they serve, how essential it is for purchasers that shell companies which they sell be “clean” (meaning no liabilities nor contingent liabilities which would affect the value of the company).
In these circumstances MiniMar and Zecevic, on behalf of MiniMar purchased three companies from Belmont for the purpose of mergers and acquisitions with European and Asian companies.
Three Agreements of Purchase and Sale between MiniMar and Belmont (hereinafter collectively called the Agreements) were signed in Toronto, Ontario in or about January and February 2009. The Agreements were not identical but required Belmont to provide three “clean shell” companies (hereinafter called the Companies) to MiniMar.
Pursuant to the Agreements MiniMar was to pay Belmont US$200,000.00 per “clean shell”. A down payment of US$25,000.00 per Company was paid into escrow and terms were agreed upon for the payment of the balance.
The amounts paid into escrow were not to be paid out until certain fundamental terms of the Agreements were complied with and which would have allowed the payments out of escrow. These terms are further described in this claim.
In accordance with the Agreements, prior to the deposits being released from escrow, either party could terminate upon written notice to the other; in that event the Agreements would become null and void and unenforceable.
On June 19, 2009 the Plaintiffs solicitor did write to the Defendants and did advise them that the Agreements are to be deemed null and void and that the deposit moneys should be returned to the Plaintiff, from escrow. Nevertheless the Defendants have refused to comply.
All of the terms for payment were contained in the three Agreements. The Agreements called for a schedule of monthly payments over a 9 to 10 month period. Payments were only to start 90 days after the Effective Date of the Agreements.
It is noteworthy that the Effective Dates of the Agreements never occurred as from the out set and for reasons set forth below the Defendants did not comply with fundamental terms of the Agreements. These failures to comply (set out below) prevented the parties from identifying an Effective Date from which to count the ninety day period for the commencement of the monthly payments.
The Companies purchased by MinjMar had the following names and trading symbols: Vsheild Software Corp. - VSHE, King Resources Inc. – KING and Aztech Technology Partners, Inc. - AZTC (the public shell Companies). Belmont was advised by MiniMar that MiniMar had several clients with assets of Euros 2,000,000 to 3,000,000 which were available and ready for merger with the public shell Companies.
Belmont was fully aware that the most important requirements for the Companies were proper and legal control of the public shell Companies in order to enable new shareholders to convey their shares and treasury shares and further that the Companies be “clean shells” with no liabilities, nor contingent liabilities which might materially affect the value of the Companies.
For the purpose of control and effective management of the Companies, Belmont was to deliver at least 60% to 67% of the common and preferred stock outstanding for each of the three public shell Companies and none were to have any liabilities. Nevertheless the Agreements did state that Belmont was to deliver 51% and/or 50.001% of the shares of each Company.
Joseph Meuse and/or Belmont were the principle shareholders and the directing minds of VSHE, KING and AZTC. As such they were completely apprised of all of the debts and liabilities of these companies and any possible or probable law suits or regulatory issues which may have been pending against VSHE, KING and AZTC.
The Agreements called for the change of the share transfer agent and the escrow agent which the Plaintiff came to understand (after the Agreements were signed) were and are both controlled by Joseph Meuse.
The Agreements also required the first payments by MiniMar to be paid into escrow pending the delivery of the required number of share certificates for VSHE, KING and AZTC. Nevertheless in breach of the Agreements the down payments made (in total US$75,000.00) were not paid into escrow but were paid directly to Joseph Meuse or Belmont. A conflict of interest was created between the interests of Joseph Meuse and Belmont and the escrow agent’s duties to the Plaintiff. The down payments should have remained in the escrow account.
The Agreements required Belmont to provide the corporate Minute Books, documents and the share certificates, forthwith before the down payment of US$75,000.00 was released to Belmont. Nevertheless, the Corporate Minute Books were not delivered for some months after the Agreements were executed however the required number of share certificates representing of the outstanding shares of VSHE, KING and AZTC were not delivered as agreed.
The Agreements allowed the Plaintiff ninety days from the delivery of all of the share certificates and Corporate Minute Books and records before there was any further obligation to make any further payments for the “clean shells” (that is VSHE, KING and AZTC, the Companies).
Despite repeated demands of the Plaintiff that the foregoing share certificates and Corporate Records be delivered, only the Corporate Minute Books were provided.
Joseph Meuse and Belmont began to demand additional payments only 30 days after the Agreements were signed. Said payments were not due. Furthermore, after the Agreements were signed, it became apparent to the Plaintiff that the financial records were not complete and that there were liabilities and contingent liabilities which were not reported.
Assets were removed from the Companies which belong to all of the shareholders but which Joseph Meuse has admitted were distributed to only some of them. That exposed the Companies to law suits from dissenting shareholders – liabilities that MiniMar did not anticipate and did not bargain for.
These liabilities and contingent liabilities of the Companies were known to the Defendants but were not reported to the Plaintiff. This active omission amounted to fraudulent misrepresentations about the integrity of the Companies and upon which the Plaintiff relied and was subsequently damaged.
These liabilities described in paragraph disenfranchise shareholders of the Companies and are a violation American securities laws. MiniMar was completely unaware of these facts at the time of its execution of the Agreements and nor could it have made itself aware of such liabilities or contingent liabilities without the Defendants’ disclosure. The defendants fraudulently misrepresented the financial state of the Companies by not advising MiniMar of these improper capital distributions from the Companies.
The financial statements for the Companies should all be “at zero” meaning there should have been no assets and no liabilities in any of them. The contingent liabilities to other shareholders was a breach of that fundamental term of the Agreements of Purchase and Sale of the shares of the Companies.
Furthermore it is also a condition precedent for any of these Agreements that a prior operating company was to have been in existence within each of the Companies and was to have been spun out in a proper and legal manner to those rightfully entitled to proceeds of such a disposition, in accordance with American securities and corporate laws.
Without having delivered all of the financial records, the corporate resolutions and records and all of the share certificates (collectively called the “Records”) and prior to the expiry of the ninety day period after the execution of the Agreements, the defendants also began to demand guarantees for the balance of the payments for the purchase of KING and AZTC for the Companies. That was not a term of the Agreements (it was only a term of the VSHE agreement) but was imposed by the Defendants, after signature of the Agreements of Purchase and Sale and after payment of the deposits by the Plaintiff.
Amending Agreements were sent to the Plaintiff for signature (for the KING and the AZTC deals) within days of the signature of the Agreements. The Amending Agreements called for the issuance of additional shares of the Companies, KING and AZTC, to be used as collateral/security in order to guarantee the payments to be made for said Companies.
The Amending Agreements contained oppressive provisions for the minority shareholders and diminished share value. For example, the Amending Agreement for AZTC and KING obliged them to guarantee and to pay what MiniMar owed to Belmont. That imposed provision alone prejudices the rights of the minority shareholders as it makes them indirectly liable in the event MiniMar did not pay for its shares.
Furthermore there were amendments to the Articles of Incorporation without the approval nor notice to the shareholders. Preferred shares for the Companies were issued in violation of American corporate and securities laws, as were common shares. For example VSHE issued a total of 114.7 million additional common shares for a total of 200,000,000 outstanding. However they did so without proper approval of the shareholders before the issue.
Despite MiniMar and its principle M Zecevic not having agreed to these Amending Agreements, M Zecevic’s electronic signature appears on these agreements. M Zecevic denies having signed these Amending Agreements. It is noteworthy that the Amending Agreements and other accompanying documents which are purportedly signed by M Zecevic are signed with an imprint of the exact same signature on each and every document. There is not even the slightest variation on any of the signatures thereby confirming their electronic transposition on the documents from the same original signature.
Zecevic denies having approved such a transposition of his signature onto any of the documents. Zecevic only signed the initial Agreements for the purchase of the shares and MiniMar never intended on any guarantee of the payments for the Companies, KING and AZTC. Furthermore none of the pages on the Agreements are initialled.
In the VSHE Agreement, the Plaintiff was required to deliver shares of the Company as security for the debt outstanding to the Defendant, Belmont. Nevertheless, the Plaintiff was unable to do so because the control block of shares of VSHE which Belmont was to deliver to the Plaintiff (and which would have given the Plaintiff authority to convey the security) was never delivered. Belmont frustrated the performance of the Agreement and made the Agreement impossible to perform.
Furthermore, the Agreement with VSHE stated that the shares would be non-diluting until full payment had been made, thereby further making it impossible to issue additional shares for security for payment without violating the Agreement.
The defendant Belmont is in breach of its agreement with the Plaintiff in that it was to have provided share certificates representing 60% to 67% of the shares outstanding for each of the Companies. That represented a comfortable percentage for control of the Companies. Nevertheless and despite the agreement, Belmont advised that it was not able to deliver more than 50.001% of AZTC, 51% of VSHE and only preferred stock for KING, the percentage of the equity of which has yet to be determined. No common shares were delivered for KING, No preferred shares were delivered and no control block of the preferred shares nor any common shares were ever delivered for AZTC and VSHE, or KING despite various assurances. That was a fundamental breach of all of the Agreements.
Joseph Meuse and Belmont appreciated their inability to deliver the required and agreed number of shares and did attempt to re-negotiate a reduction of the price of the shell Companies. At one point Belmont offered a reduction of US$75,000.00 for each of the Companies.
Furthermore and in breach of the Agreements to sell “clean shells” it became apparent to the Plaintiff that the Companies’ activities and their dealings with their assets were being investigated by the SEC. Neither Joseph Meuse nor Belmont advised MiniMar of this defect in the quality of the Companies being sold.
Joseph Meuse and Belmont fraudulently mis-represented the quality of the companies notwithstanding that they knew or ought to have know that the SEC would be investigating the activities and the asset dispositions which the Companies had undertaken. MiniMar was not informed of this and only found out when it and its interim officers were appointed by the Companies.
The Agreement with VSHE clearly represented that the company would not have any other liability other than those disclosed. The Agreements with KING and AZTC did use the acronym “as is” however it is implicit in the Agreements and the nature of the trade that the Companies would be “clean shells”. Undisclosed liabilities breach these explicit and implicit terms.
MiniMar was induced to purchase the Companies with the assurances of the Defendants that there were no liabilities (past or future) nor assets, nor improper asset dispositions which would affect the value of the Companies. MiniMar was misled to purchase the Companies and has borne considerable expenses in having to deal with the SEC’s investigation of the Defendants’ previous dealings with the Companies. MiniMar had signed purchase Agreements for the Companies whose values and integrity were purposely misrepresented to the Plaintiff.
The SEC’s investigation into the activities and the asset distributions made prior to the Companies’ purchases will further erode the value of the Companies as shareholders will now be demanding payment for the assets which were improperly disposed of or taken by management and paid over to a select few shareholders. This damages the Plaintiff.
The foregoing are fundamental breaches of the Agreements and undermine the value of the Companies. The exact amount of the damages or devaluation of the Companies because of these potential liabilities can only be determined when there has been a thorough accounting and final report from the SEC’s investigation.
Belmont was unjustly enriched with the payment of US$75,000.00 for the deposits. The Plaintiff demands a declaration that the Agreements are null and void, and order for and restitution. Alternatively the Plaintiff claims rescission of Agreements and damages in order to make it whole.
The Plaintiff also understands that the Delaware law requires a shareholders’ meeting and approval of any issuance of preferred shares or common shares, the change of the transfer agent or any other material change. Nevertheless shares which were to be sold to the Plaintiff were never properly authorized by the shareholders at any such meeting of shareholders and nor was the change of the transfer agent. This was a further and fundamental breach of the Agreements by Belmont thereby creating more uncertainty about the value of the Companies.
Because of these issues Belmont and Joseph Meuse offered further reductions of the purchase price.
It is the Plaintiff’s understanding that it now impossible for the Defendants to comply with the terms of the Agreements as there is no approval of the shareholders for the issuance of the preferred and common shares which were to be sold to the Plaintiff. That misrepresentation about the integrity of the share structure of the Companies constitutes a fundamental breach of the contract.
Any shareholder’s meeting which may have to be called would cost each company between US$25,000.00 to US$100,000.00 thereby undermining most of the entire value of each of the Companies. AZTC has at least 3300 shareholders while VSHE has at least 230 shareholders, all of whom would have to be given notice and a venue for the meeting.
Despite calls by Zecevic to Belmont and Joseph Meuse and despite repeated attempts by the Plaintiff to find a resolution to the numerous breaches and misrepresentations the Defendants have evaded communications with the Plaintiff and Zecevic.
Because the SEC’s investigation is ongoing Zecevic has advised Meuse that thousands of shareholders interests are in peril and that the improper disposition of the assets of the Companies required additional information be furnished to the SEC. Nevertheless the defendants have continued to avoid communication with the Plaintiff.
The Plaintiff claims a rescission of the Agreements to purchase the Companies and all of its damages as a result thereof. The Plaintiff also claims an accounting for all damages subsequently found as a result of the breach of the Agreements and fraudulent misrepresentations made by the defendants.
Subject to an accounting for all of its damages the Plaintiff estimates its current damages at US$225,000.00 for the following:
a. Web site development for all three Companies - US$15,000.00
b. Accounting and legal expenses for the Agreement of Purchase and Sale - US$25,000.00.
c. Accounting and legal expenses with the SEC and the Pink Sheets - US$55,000.00
d. Transfer Agents fees; officers, directors and management fees – US55,000.00
e. Deposit payment made of US$75,000.00
The Plaintiffs claim that the Agreements were void ab initio as the Defendants had not complied with fundamental terms of the agreements in order to make them effective and enforceable and nor should have any monies be paid out from escrow. The Defendants have fraudulently misrepresented the Agreements and have been unjustly enriched with the payment of the deposits. They have also imposed additional costs and expenses for which the Plaintiffs claim restitution for the full amount. It is the position of the Plaintiff that despite the Agreements of Purchase and Sale the deals never closed because of the failure of the Defendants to deliver requisite stock certificates and their numerous fundamental breaches of the Agreements.
As of May 2009 it has been brought to the attention of the Plaintiff that AZTC had merged with another company which is currently engaged in a law suit. This was not disclosed to the Plaintiff and materially affects the value of what was to have been purchased from Belmont. This failure to disclose material facts further supports the pattern of fraudulent misrepresentations and the fundamental breach of the contract by the Defendants.
Further the Defendants had advised that VSHE had 200,000,000 shares of common stock outstanding and no preferred shares; however the shareholders list indicated that there were 85.7 million shares outstanding, not 200,000,000, and that the control block of 72.5 million shares was owned by a Manitoba private numbered company. It is apparent that shares which were subsequently (after January 23, 2009) issued in order for 200,000,000 shares to be outstanding, were so issued without proper consideration or resolutions and with complete disregard to the rights of the existing shareholders. This further jeopardises the value of VSHE by exposing it to law suits from dissenting shareholders.
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The Settlement:
A settlement was reached between Minimar Group and Joseph Meuse (Belmont Partners) on October 23, 2009:
Under paragraphs one to four of the Settlement Agreement, the parties agreed that
1) MiniMar would issue a press release clarifying its earlier public statements regarding Belmont,
2) Belmont would keep the $75,000 already paid to it,
3) MiniMar would return all interests in Aztec to Belmont, and
4) Belmont would dismiss the arbitration action.
Further, the Settlement Agreement stated:
Upon filing of these dismissals, and except for the obligations arising under this Agreement, the parties mutually and completely release each other from any and all claims and demands made or which could have been made . . . or which otherwise concerns the CSPAs or the Companies.
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The Arbitrator steps in:
The Settlement Agreement did not end the dispute. MiniMar refused to comply with the Settlement Agreement until Belmont transferred stock certificates totaling 50.001% of King and 51% of VShield. MiniMar believed Belmont had promised, in pre-settlement email communications, to make those stock transfers. In response, Belmont filed a Request for Enforcement of Settlement Agreement and Award of Costs and Fees in the Arbitration, taking the position that the terms of the Settlement Agreement did not explicitly require any transfer of stock and released all other claims.
John Connolly, an arbitrator for the American Arbitration Association, International Centre for Dispute Resolution, entered an Award on January 11, 2010 in Alexandria, Virginia (“the Award”). The Award stated that “[w]ithin thirty (30) days from the date of transmittal of this Award to the Parties, [MiniMar] will comply fully with the language set forth in paragraphs 1, 2, 3, and 4 of the October 23, 2009 Settlement Agreement between the Parties[.]” Further, the arbitrator held that “[t]his award is in full settlement of all motions, claims, and counterclaims submitted to this Arbitration. All claims not expressly granted herein are hereby, denied.”
After the arbitration concluded, two separate proceedings commenced—one in Ontario and the other in this Court. Upon motion by MiniMar, the Superior Court of Justice in Ontario (“Ontario Superior Court”) recognized the Award in an order entered March 30, 2010. MiniMar had also moved for an order to stay enforcement of the Award until Belmont completed the requested transfer of stock and for an order to vary the Award to require fulfillment of the terms of the Award within thirty days of the requested transfer of stock. The Ontario Superior Court denied both of those motions.
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Belmont motion to Confirm the Arbitration Award is granted. Minimar's motion to suspend the Arbitration Award is denied:
On October 01, 2010, the legal battle between the two sides came to an end:
http://02ec4c5.netsolhost.com/blog/wp-content/uploads/2010/11/Belmont-Partners-10.1.10.pdf
CONCLUSION
For the reasons stated herein, the Court will grant Belmont’s motion to confirm the Award, and will deny MiniMar’s motions to suspend and confirm the Award, and both parties’ requests for sanctions. MiniMar must comply with the terms and conditions of the Arbitration Award. An appropriate order will follow.
The terms again were as follows:
1) MiniMar would issue a press release clarifying its earlier public statements regarding Belmont,
2) Belmont would keep the $75,000 already paid to it,
3) MiniMar would return all interests in Aztec to Belmont, and
4) Belmont would dismiss the arbitration action.
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Where are they now:
The shell that Joseph Meuse (Belmont Partners) got to keep - Aztec Technology Partners, Inc. (AZTC) had already became Ultimate Lifestyles Corporation (UMLS) in December of 2009 before all the court action was done. UMLS did a 1:1000 reverse split on 3/24/2010 and now flaunts the Caveat Emptor logo because no OTC or SEC filings have been done for the stock since Joseph Meuse deregistered the stock by filing a Form 15 on 3/15/07 after hijacking the shell.
MiniMar Group kept control of King Resources Inc (KING). KING has been diluted down to $.0003/share. KING currently flaunts the No Information logo because they have only done very limited OTC filings since Minimar Group insider, Keith Roberts, deregistered the stock by filing Form 15 on 6/12/09.
And of course, VShield Software Corp. (VSHE) had already been suspended by the SEC before the settlement agreement was reached. Neither side obviously wanted anything to do with VSHE after that.
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