Novation Holdings Inc. (NOHO)

[nodummy]

ALZM - according to today's 8K only 48,037,610 shares were returned for the cancelled insider owned Organ Transport Systems acquisition.

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8466886

Élan, which acquired 48,037,610 shares of our common stock (the “Shares”) in July 2011 from Healthcare in exchange for the assumption of certain debts and liabilities of Healthcare, has returned the Shares to Healthcare.... On receipt of the Shares, the Shares will be cancelled and returned to treasury as unissued shares.

But when the acquisition was originally closed back in February of 2011, Healthcare of Today was given 78,255,000 ALZM shares in exchange for Organ Transport Systems.

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7761298

As a result of the acquisition transaction, Registrant has issued 78,255,000 common shares in a private transaction to Healthcare of Today, Inc. and was offered only to Healthcare of Today, Inc., a California corporation, in a single transaction in California.

As part of the agreement ALZM also agreed to issue Healthcare of Today additional shares in the future to make sure that Healthcare of Today would always own 60% of the outstanding ALZM shares at all times.

That means if ALZM issued more shares to anybody else for any reason Healthcare of Today also got shares at no cost. If Healthcare of Today sold any of their shares they were given more shares to bring their total ownership back up to 60%.

The Company issued 78,255,000 shares of common stock to Healthcare of Today, Inc. in exchange for the acquisition of all of the outstanding stock of Organ Transport Systems, Inc., representing 60 percent of the resulting 130,425,000 shares of the issued and outstanding common stock. As part of the acquisition agreement and closing, the Company also agreed that the shares issued to Healthcare of Today, Inc. would be non-dilutive and would always represent 60 percent of the common shares outstanding. In the event that additional common shares are issued to another party, then additional common shares also will be issued to Healthcare of Today, Inc. so that its resulting percentage ownership of the then outstanding common shares will remain at 60 percent.

Prior to the acquisition according to the ALZM filing there were 18,717,740 shares outstanding. Following the acquisition in February of 2011 there were 130,425,000 shares outstanding. According to the ALZM filings 111,707,260 ALZM shares were issued in total for the acquisition of Organ Transport Systems.



If only 48,037,610 shares are being returned now that the acquisition is cancelled, I have three questions.

#1) Why were the other 30,217,390 shares given to Healthcare of Today for the acquisition of Organ Transport Systems not returned? Were they already dumped into the market?

#2) Who got the other 33,452,260 shares issued for the acquisition of OTS that were not mentioned in the acquisition agreement?

#3) Where did the other 63,669,650 shares go that didn't get returned? Were they dumped during the Eric Dickson pump in dump starting March 23, 2011?


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It gets even more dirty

If you read the 8k filed today it tells us that as part of the acquisition agreement, ALZM took on lots of Organ Transport Systems debt:

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8466886

In addition to the Agreement, we also entered into a Guaranty and a Securities Pledge Agreement with Healthcare to secure repayment of the funds we advanced to OTS over the period we held OTS as a wholly-owned subsidiary, from February 18, 2011 to March 5, 2012, a total of $469,826.92, as well as the repayment or release of a total of $1,474,945.97 in accrued debt of OTS, for unpaid officers’ salaries of OTS accrued over several years, which was moved to our books by our former officers who are also officers of OTS, as part of the acquisition of OTS by us last year.

$469,826.92 and $1,474,945.97.

Yet if you read further only $1,474,945.97 was taken off the ALZM books:

As a result, we have removed this $1,474,945.97 in liabilities from our books and it has been returned to the books of OTS.


That is because the other $469,826.92 was already converted into free trading discounted ALZM shares.


From the last 10Q (which once again showed no revenues):

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8340125

Here you see the discounted shares being issued towards debt during the quarter:



And here we get an explanation:

In November 2011, the Company entered into an arrangement with a creditor in which the Company borrowed $260,000 with interest payable at 12% per annum with a maturity date of November 4, 2012. The indebtedness including interest is convertible into common stock at 75% of the average lowest price during the three (3) trading day period ending on the latest complete trading day prior to conversion. This was an assignment of part of the convertible notes payable to related parties – officers by OTS where $261,453 was assigned to a creditor for $260,000. In November 2011, the Company converted $160,000 of the note into 16,386,473 shares of common stock.

16,386,473 shares were issued between August 30, 2011 and November 30, 2011 towards $160,000 worth of debt that belonged to the Healthcare of Today insiders.

And another 12,466,666 shares were issued to Healthcare of Today during that same period at no charge to keep their share ownership at 60%.

The 10Q goes on to further disclose the distribution of even more free trading discounted shares towards the Healthcare of Today debts during the month of December:

NOTE 9. SUBSEQUENT EVENTS

In December, 2011, the Company issued 18,247,619 common shares on conversion of $101,000 in loan principal (see Note 8) and 36,231,884 common shares for $250,000 in consulting fees. In conjunction with the HOTI acquisition agreement, HOTI was issued proportionate shares to maintain 60% ownership in the Company.


I'm sure that more shares were issued in January of 2012 and February of 2012 towards that $469,826.92 worth of debt that came with the now cancelled Organ Transport Systems acquisition that is not being taken off of the ALZM balance sheet.

According to today's 8K there will be 318,860,000 outstanding shares of ALZM stock following the cancellation of the 48,037,610 shares. That means there were 366,897,610 shares outstanding before the cancellation. Going by the 60% non-dilutive clause in the agreement, all total the Healthcare of Today insiders led by convicted securities fraudster, Robert Hipple, and his sidekick Jan Hipple received approximately 220,000,000 ALZM shares over the past 12 months due to the acquisition of Organ Transport Systems, but only 48,037,610 shares were returned.

That means that the Healthcare of Today insiders made out with around 172,000,000 shares for the failed insider owned acquisition worth over $1,750,000 at today's share price. Since the stock traded as high as $2.60/share at the peak of the Eric Dickson pump&dump promotion the overall value is probably much much higher.

Link to past regulatory actions against convicted fraudster, Robert Hipple:

http://sec.gov/litigation/admin/2010/34-61688.pdf


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Here is the kicker:

From the 8K today:

Healthcare itself is also not our affiliate, as it holds only approximately 77,624 shares of our common stock, out of more than 318 million shares now issued and outstanding, and holds no shares in Élan Health Services, Inc., our largest shareholder.


Healthcare of Today may not own very many shares any more, but Elan Health Services, Inc is yet another Robert Hipple/Henry Jan controlled shell.



http://nvsos.gov/sosentitysearch/CorpDetails.aspx?lx8nvq=dbhsFONdsIYMtuB7z988wg%253d%253d&nt7=0


It is insidious how Robert Hipple uses all these companies he controls to pass around shares and debt as a way to try to pump share prices of tickers he controls all while running a self enrichment scheme and confusing the common shareholders into thinking there is value in these companies when in reality there is very little to none.

Healthcare of Today, Organ Transport Systems, Aequorea Vision Medical Inc, Surescreen Medical Inc, and BioCube, Inc (every worthless entity that has been used by the ALZM shell to try to help pump the share price while the insiders conduct their insider enrichment scheme) are all companies controlled by Robert Hipple and Henry Jan.

It is almost identical to the scheme Hipple ran with iWorld Projects & Systems Inc that got him in big trouble with the SEC in the past:

http://sec.gov/litigation/admin/2010/34-61688.pdf

ALZM is nothing but a scam, in my opinion, being perpetrated by Robert Hipple with the help of Henry Jan and Michael Gelmon.


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More research on ALZM, its insiders, and how the Robert Hipple/Henry Jan insider enrichment scheme works here:

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=69952798

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=70183107

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=70184118

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=71710658