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Same thing has and is happening with RNVA again and again. I sure wish these guys on the RNVA board would wise up and protect their money from Lagan!
THE GIANT IS FALLING LOOK OUT BELOW. A SHORT TIME AGO WE ALL COULD TALK SH**T ABOUT MEDYTOX AND ITS LACK OF MANAGERIAL ETHICS, BUT WHEN IT'S OWN CLIENTS START TO TAKE NOTICE AND BOLT IT'S A NEW GAME. CAN ANYONE SAY CONFLICT OF INTEREST. YOU CAN'T OWN THE LAB, THE LAB LIS SOFTWARE COMPANY, THE LAB BILLING COMPANY, THE LAB BIOINFORMATICS INTERPRETIVE COMPANY, AND BE THE LAB LENDER OF ACCOUNT RECEIVABLE BUSINESS LOANS, WITH ONCE DEPORTED BY ICE CRIMINALS RUNNING THE COMPANY. CLIENTS ARE RUNNING FOR THE HILLS AS, YES MORE ETHICAL, LABS ARE PICKING UP THE PIECES AND THE BUSINESS. TOXICOLOGY IS HUGE IN THE SOUTH AND THE PROOF IS IN THE AMOUNT OF TRANSITIONAL BUSINESS GOING TO OTHER LABS.
Thanks for your apology
MMMS Stock merger; for every 1 share of MMMS shareholders will receive 0.4096377408003329 freely tradeable shares of Rennova Health, Inc. (RNVA), a publicly traded company listed on NASDAQ f/k/a CollabRx, Inc.
FINRA deleted symbol:
http://otce.finra.org/DLDeletions
Jcb was right afterall. Many apologies my friend. I'm a bad judge of character. My 10k probably paid 2 weeks of this guys mortgage. I hope no one accidentally drags him out of his car at a red light here in wpb and takes their money out of his a&&.
Nothing here but non stop accruing of more beneficial owners. So either they are selling a dream to some people or poising to make them all a lot of money.
Why are you attacking my posts, this is against terms of use. Do you know if I own any shares? Please allow posters to post facts about MMMS. If the merger is going through soon, they would be buying here and CLRX.
No trades again here today and trust the shareholders do well while pending.
Looks like a botched attempt to do a hostile takeover. It's not working! HAHAHAHA
MUST BE MORE THAN ONE JC...! HAHAHA ROTFLMMAO
LMMAO! They are bouncing between the boards! They are up to something! Probably LOADING the HELL out of it!
and wouldnt MMMS being on nasdaq be a very good thing???? Who's getting scammed????
Bodecai sounds like a bitter competitor. He has 3 posts on his profile and all three are here on MMMS. He's not an investor that knows what he's talking about. He is here for the sole purpose of bashing MMMS. Come on guy. Get real. We can see this a mile away.
Would you please copy and post these separately to the CLRX board!
Thx
SCAMMMMM!!!! ITS A BACK DOOR TO NASDAQ AND EVERYBODY KNOWS IT.
WHY IS IT THAT EVERY TIME MEDYTOX ATTEMPTS A MERGER PEOPLE START JUMPING SHIP. PERSONALLY, I LOVE THIS ARTICLE IT'S RIGHT ON POINT. AGAIN ANOTHER TRIDENT, MEDYTOX COMES IN WINES, DINES, AND PREACHES MONEY FROM HEAVEN FOR EVERYBODY. BUT, WHEN IT GOES TO PAPER SHADY SH*T STARTS STARTS TO RAIN DOWN. WHAT COMPANY IN THEIR RIGHT MIND WOULD SIGN A CONTRACT TO GIVE 94.8% of their common stock, as well as $25 million of convertible promissory notes to Medytox who openly admit plans to use the common stock, to a large extent to pay for future acquisitions and this would be dilutive to investors. STEAL FROM PETER TO PAY PAUL. CLRX will incur indebtedness under THEIR Loan and Security Agreement with Medytox Solutions. In the event of a default under the Loan and Security Agreement, CLRX may issue shares of common stock to Medytox Solutions, which will dilute ownership. AND MEDYTOX WILL WALK AWAY FROM ANOTHER RUINED COMPANY WITH THEIR HOARD OF MONEY IN OVERSEAS BANK ACCOUNTS. AND HERE'S THE MOST TELLING TRUTH "Voting control by Medytox's directors and officers will make it unlikely for other stockholders to effect change even if they are dissatisfied with management's performance.
MY THEORY IS THE RUMORS OF MEDYTOX "ACTIVITIES" ALREADY BEING MONITORED BY THE STATE OF FLORIDA, THE SEC, AND THE MAN BEHIND THE CURTAIN DISAPPEARING ACT FINALLY MADE IT BACK TO CLRX. CLRX KNOWS AND CITES MULTIPLE STATE, FEDERAL, AND REGULATORY LAW THAT ARE ROCK SOLID IN FLORIDA. FLORIDA WILL SHUT YOU DOWN PERIOD, ITS A TOUGH REGULATORY STATE AND YOU CAN TELL CLRX IS ALREADY SCARED.
HEY YOU PLAY WITH FIRE YOU GET BURNED.
DID YOU EVER STOP AND THINK WHY HAWLEY BACKED OUT OF THE MERGER KNOWING HE WOULD LOSE HIS COMPANY. BECAUSE THERE ARE SOME HONEST MEDICAL PROFESSIONALS LEFT, VERY FEW BUT SOME. RED FLAGS WENT UP ALMOST IMMEDIATELY WITH THAT MERGER AND THOSE OF US WHO HAVE STUDIED, TRAINED, AND HAVE JUMPED THROUGH HOOPS TO ACHIEVE HIGH LEVEL LICENSING IN THE STATE OF FLORIDA WOULD RATHER BE CRUCIFIED THEN PUT OUR LICENSE AT RISK. YOU ALL SEEM TO BE BUSINESS MINDED AND HAVE NO IDEA ABOUT FLORIDA CLINICAL LAW. IF YOUR LAB GETS RAIDED BY THE STATE ITS NOT JUST MANAGEMENT THAT GOES OUT IN CUFFS BUT EVERY LICENSED TECH, BECAUSE THE "I DIDN'T KNOW" DOESN'T FLY ANYMORE WITH THE STATE OF FLORIDA.
AND A TRIDENT REPEAT IS ALREADY HAPPENING AGAIN, BUT THIS TIME TO SILENCE THE COMPETITION THEY ARE BUYING THE COMPETITION THAT JUST CAN'T KEEP A FLOAT BECAUSE THEY'RE CORNERING THE MARKET.
PROBLEM IS THE FLAGS ARE ALREADY UP WITH INSURANCE COMPANIES UP IN ARMS OVER THE FACT THAT MEDYTOX BOUGHT SOME SHADY MACHINES THAT THEY CAN BILL ALMOST 3 TIMES AS MUCH THE NORMAL TWICE FOR A SINGLE SAMPLE, ONE CHARGE FOR QUALITATIVE AND ANOTHER FOR QUANTITATIVE, AND COMPANIES ARE RAISING HELL WITH THE STATE. AND THE SEC IS ALREADY FLAGGED BECAUSE OF THE RECENT PENNY STOCK SALE THAT QUIETLY AND MYSTERIOUSLY OCCURRED AT THE END OF THE YEAR.
WAKE UP PEOPLE, THE MAN BEHIND THE CURTAIN WAS STOPPED ON THE STREET AND ICE DEPORTED HIS ASS FOR NOT HAVING A TN VISA AND FOR EXTREME AMOUNTS OF MONEY LIKE $250,000 GOING INTO OFFSHORE ACCOUNTS WITHOUT PAYING TAXES.
AND SURPRISE, SURPRISE OUR MAN BEHIND THE CURTAIN FINALLY FOUND A WAY BACK INTO THE US AND WAS HERE AROUND CHRISTMAS AND NEW YEARS TO CHRISTEN HIS NEW LAB AND TAKE THE HELM. AND THEN JUST DISAPPEARED, LEFT THE COUNTRY BECAUSE OF CERTAIN IRREGULARITIES AND THE COMPANY HAD TO RESTRUCTURE MANAGEMENT OVERNIGHT.
WE TAKE OATHS TO DO NO HARM. AND MY WARNING ISN'T JUST TO INVESTORS BUT TO ANY MEDICAL PROFESSIONAL WHO WANTS TO DANCE WITH THIS DEVIL
the merger is here! now what!!??
got banned from AXP* and that nut gets to stay and spam...lol ihub is a waste
Is it official? Did I miss something last night.
LET THE MERGER BEGIN!!!!!!!
YUP!!!! NO ONE IS EVEN TALKING ABOUT THE MERGER WITH CLRX:
2/25/15 - COLLABRX, INC. FILES (8-K) Disclosing Other Events
Item 8.01. Other Events.
Proposed Transaction with Medytox Solutions, Inc.
On December 6, 2014, CollabRx, Inc. ("CollabRx", the "Company," "we" or "our") entered into a non-binding letter of intent to acquire Medytox Solutions, Inc. ("Medytox Solutions") in a reverse merger transaction. It is currently anticipated that the estxiing stockholders of Medytox Solutions would hold up to 94.8% of CollabRx's common stock, as well as $25 million of convertible promissory notes issued by CollabRx, following completion of the transaction. Completion of the transaction is subject to, among other things, due diligence, the execution of a definitive agreement, necessary Board of Director and stockholder approvals and other customary conditions. If the proposed transaction is completed, the management of Medytox Solutions would become the management of CollabRx, the current directors of Medytox Solutions would constitute a majority of CollabRx's Board of Directors and CollabRx's business would change significantly. Following the transaction, CollabRx may be a "controlled company" exempt from certain corporate governance requirements under the NASDAQ Rules.
On January 16, 2015, CollabRx entered into a Loan and Security Agreement with Medytox Solutions, pursuant to which it is contemplated that Medytox Solutions will loan up to $2.4 million to CollabRx. CollabRx intends to use the proceeds from the Loan and Security Agreement for working capital and general corporate purposes. Amounts borrowed by CollabRx under the Loan and Security Agreement accrue simple interest at the rate of 15% per year. As of February 25, 2015, CollabRx had borrowed approximately $680,000 under the Loan and Security Agreement. The making of additional advances to CollabRx under the Loan and Security Agreement is completely discretionary on the part of Medytox Solutions. All amounts borrowed under the Loan and Security Agreement mature on December 31, 2015. Upon the occurrence of an event of default under the Loan and Security Agreement, all or a portion of the then outstanding principal and interest under the Loan and Security Agreement is convertible, in the discretion of Medytox Solutions, into shares of CollabRx common stock at a conversion price equal to the lower of (i) $0.85 or (ii) the average of the bid and ask prices of our common stock on the trading day immediately prior to the date of conversion; provided, however, that the maximum number of shares issuable to Medytox Solutions is 14.9% of the number of shares of common stock then outstanding. CollabRx agreed to secure the payment and performance of its obligations under the Loan and Security Agreement by the grant of a security interest in all of CollabRx's assets. The Loan and Security Agreement includes representations and warranties of the parties, covenants and agreements regarding the operation of CollabRx's business while amounts are outstanding under the Loan and Security Agreement, and indemnification provisions in the event of a breach of a representation, warranty, covenant or agreement contained in the Loan and Security Agreement.
Also on January 16, 2015, CollabRx entered into an Agreement with Medytox Solutions pursuant to which CollabRx agreed that in the event CollabRx enters into a merger or other sale transaction involving at least 35% of its shares or assets with a party other than Medytox Solutions, CollabRx will pay Medytox Solutions a $1.0 million fee. Notwithstanding the foregoing, no fee will be payable to Medytox Solutions in the event that Medytox Solutions has not funded an advance requested by us under the Loan and Security Agreement, subject to certain exceptions.
Upon completion of the reverse merger transaction with Medytox Solutions, we expect to continue to operate CollabRx as an independent subsidiary, pursuing our current business strategy as a developer and marketer of medical information and clinical decision support products and services to oncologists. We expect that the additional management and financial resources that will be made available to us by Medytox Solutions will allow us to gain market share against our current and potential competitors, to expand our product offerings with additional interpretive content that supports ever more complex decision-making in the treatment of advanced cancers, to better support our large network of clinical advisors, and to develop new products that address emerging needs for oncology clinicians and researchers in pharmaceutical development. In the event that Medytox Solutions decides to enter the genomic-based testing market through the acquisition or internal development of an NGS testing lab capability in cancer or another genomic-based disease area (such as hereditary diseases or pharmacogenomics), CollabRx is ideally suited, via our current and expanded GVA product-line, to provide the leading-edge tools needed to provide robust interpretation of those complex tests. In addition, the availability of additional resources for the marketing and promotion of our existing web-based and mobile decision support products will allow us to expand the use of our Therapy Finder and CancerRx products among oncology professionals, enhance awareness of our brand, and deliver more and better tools to physicians and patients alike.
Overview of Medytox Solutions' Business
Medytox Solutions is a holding company that owns and operates businesses in the medical services sector. Its principal line of business is clinical laboratory blood and urine testing services, with a particular emphasis in the provision of urine drug toxicology and comprehensive pain medication monitoring programs to physicians, clinics and rehabilitation facilities in the United States. Testing services to rehabilitation facilities represented over 90% of its revenue in each of 2012 and 2013.
Medytox Solutions offers a complete, turn-key urine drug testing, or UDT, program allowing physicians to proactively monitor and treat patients. The Medytox Solutions UDT program is utilized by physicians to identify and evaluate prescribed and/or non-prescribed drugs that when combined may cause adverse drug interactions dangerous to a patient's health. With Medytox Solutions' UDT program, physicians can be more assured their patients are adhering to their therapeutic drug regimens and are in compliance with their prescribed guidelines. Medytox Solutions' UDT program helps the health care provider achieve better outcomes for patients and in evaluating to what extent the prescribed medications and their dosages are working for the patient to achieve a better outcome towards recovery.
In addition to its clinical testing operations, Medytox Solutions provides a web-based portal to provide laboratory ordering and results to its physician customers. Medytox Solutions also provides lab information systems and electronic health records and billing services to customers.
As a provider of clinical laboratory services, Medytox Solutions continues to pursue its strategy of acquiring or entering into binding relationships with high-complexity laboratories that can facilitate its customers' needs. Medytox Solutions has successfully completed several such acquisitions or strategic partnerships with laboratories located in different regions of the United States, allowing Medytox Solutions to correspondingly increase its client base. These laboratories, and those Medytox Solutions shall continue to seek out, offer or can be developed to offer the most advanced analytical technology for the processing of urine specimens including Immunoassay Analyzers for screens and GCMS/LCMS for confirmations. All Medytox Solutions' laboratories are fully-staffed professional COLA-accredited high-complexity laboratories with additional certifications such as the COLA Laboratory of Excellence Award (COLA's Highest Commendation), CLIA (Clinical Laboratory Improvement Amendments) and the State of Florida's AHCA Clinical Laboratory License for Non-Waived High Complexity testing, and Medytox Solutions anticipates that any facilities acquired in the future will meet these stringent requirements. Medytox Solutions' in-house billing company services all of its acquired or allied facilities, utilizing electronic processing of claims to the major insurance payers and eliminating the need to rely on and pay for the services of clearing houses, allowing us to maximize profit retention. Medytox Solutions reported revenues of $21.1 million and $52.5 million for 2012 and 2013, respectively. Medytox Solutions reported net income attributable to common stockholders of $2.3 million and $5.7 million for 2012 and 2013, respectively. Medytox Solutions reported revenues (gross charges, net of contractual allowances and discounts), net revenues and net income attributable to common stockholders of $64.7 million, $49.0 million and $7.7 million, respectively, for the nine months ended September 30, 2014. As of September 30, 2014, Medytox Solutions reported $24.2 million of current assets and $38.2 million of total assets.
Medytox Solutions is subject to the informational and reporting requirements of the Securities Exchange Act of 1934 and, in accordance with this law, files annual, quarterly and current reports, proxy statements and other information with the SEC. You can read Medytox Solutions' SEC filings over the Internet at the SEC's website at www.sec.gov. You may also read and copy any document Medytox Solutions files with the SEC at its public reference facility and the website of the SEC referred to above.
Chief Executive Officer and Chief Financial Officer of Medytox Solutions
Seamus Lagan, 45, has been the Chief Executive Officer of Medytox Solutions since September 2014. Mr. Lagan has been, either individually or through Alcimede, a consultant to Medytox Solutions since May 2011. Mr. Lagan has been a director of Alcimede since its formation in 2007. Alcimede is a privately-held, Delaware limited liability company which provides various consulting services, including management, organization, and financial consulting services. Mr. Lagan also currently serves, through Alcimede, as chief executive officer of the following subsidiaries of Medytox Solutions: Medytox Diagnostics, Inc. (since February 2012), Medytox Marketing & Sales, Inc. (since March 2012), and Medytox Information & Technology, Inc. (since June 2011) and as president of Medical Billing Choices, Inc. (since July 2013). From September 2008 through May 2011, Mr. Lagan was a private investor. In 2008, TecEnergy UK Limited, or TEC, a waste management and alternative energy company in England and Wales, of which Mr. Lagan served as a director, was placed into administration to protect it from bankruptcy. The relevant taxing authorities in the United Kingdom alleged that the directors reduced the debt of TEC to its creditors at the expense of tax liabilities to the taxing authorities. There were no other allegations of wrongdoing, but based on such allegations, the taxing authorities sought to have each of the directors of TEC banned from acting as a director in the United Kingdom for a three-year period. At the time of such action, Mr. Lagan had significant health issues and did not defend himself. As a result, Mr. Lagan was banned in his absence from acting as a director of a United Kingdom company from October 8, 2010 until October 2015.
Jace Simmons, 57, has been the Chief Financial Officer of Medytox Solutions since March 1, 2012. Prior to joining Medytox Solutions, from June 2007, Mr. Simmons was the Chief Financial Officer of Renaissance PG, LLC, a real estate developer and manager in Knoxville, Tennessee. Prior to that, from 2005, he was the Chief Financial Officer of Housing Trust Group, a real estate developer and manager in Miami, Florida. Mr. Simmons also served as Chief Financial Officer of Paving Stone Corp., an OTC Bulletin Board company from 2000 to 2004. Risks Factors Related to the Proposed Transaction with Medytox Solutions, Inc.
We may not complete our proposed transaction with Medytox Solutions.
On December 6, 2014, we entered into a non-binding letter of intent to acquire Medytox Solutions, Inc. in a reverse merger transaction. Completion of the transaction is subject to, among other things, due diligence, the execution of a definitive agreement, necessary Board of Director and stockholder approvals and other customary conditions. Our negotiations with Medytox Solutions are at an early stage, and we do not know whether we will enter into a definitive agreement and, if such definitive agreement is entered into, whether the contemplated transaction will be completed.
If we complete a reverse merger transaction with Medytox Solutions, your ownership will be significantly diluted and the senior management of Medytox Solutions will control the combined company and have the right to designate a majority of the members of the Board of Directors of the combined company.
The last reported sale price of our common stock on The NASDAQ Capital Market on February 24, 2015 was $1.19 per share, implying a market capitalization for our company of approximately $9 million based on 7,592,585 shares of our common stock outstanding as of the date of this Current Report. The last reported sale price of Medytox Solutions' common stock on the Over-the-Counter Bulletin Board on February 24, 2015 was $4.50 per share, implying a market capitalization for Medytox Solutions of approximately $131 million based on 29,039,836 shares of Medytox Solutions common stock outstanding as of November 17, 2014. As a result of the significant difference in the relative market capitalizations of our company and Medytox Solutions, it is currently anticipated that the existing stockholders of Medytox would hold up to 94.8% of our common stock, as well as $25 million of convertible promissory notes issued by our company, following completion of the transaction. Medytox Solutions is a closely-held corporation, and we expect that members of Medytox Solutions' senior management will control the combined company in the event that the proposed transaction is completed. In addition, we expect the management of Medytox Solutions would become the management of our company and the current directors of Medytox Solutions would constitute a majority of our Board of Directors.
If we complete a reverse merger transaction with Medytox Solutions, our business will change significantly and, as a result, we would face new risks.
Medytox Solutions is a holding company that owns and operates businesses in the medical services sector. Its principal line of business is clinical laboratory blood and urine testing services, with a particular emphasis in the provision of urine drug toxicology and comprehensive pain medication monitoring programs to physicians, clinics and rehabilitation facilities in the United States. If we complete a reverse merger transaction with Medytox Solutions, our business will change significantly and, as a result, we would face new risks, including the following:
Medytox has a limited operating history, which will make it difficult to
evaluate an investment in our common stock;
Voting control by Medytox's directors and officers will make it unlikely for
other stockholders to effect change even if they are dissatisfied with
management's performance;
Medytox plans to use our common stock, to a large extent to pay for future
acquisitions and this would be dilutive to investors;
As a company with limited capital and human resources, management's time and
attention will be diverted from our business to ensure compliance with
regulatory requirements more than would be the case with a company that has
well established controls and procedures;
Medytox's business could be harmed from the loss or suspension of a license or
imposition of a fine or penalties under, or future changes or changing
interpretations of, The Clinical Laboratory Improvement Amendments of 1984 or
state laboratory licensing laws to which Medytox is subject;
Regulation by the Food and Drug Administration of Laboratory Developed Tests
and clinical laboratories may result in significant change to Medytox
Solutions' business;
Some of Medytox Solutions' activities may subject the company to risks under
federal and state laws prohibiting "kickbacks" and other laws designed to
prohibit payments for referrals;
Medytox Solutions conducts its clinical laboratory testing business in a
heavily regulated industry and changes in regulations or violations of
regulations could, directly or indirectly, harm its operating results and
financial condition;
Failure to comply with complex federal and state laws and regulations related
to submission of claims for clinical laboratory services can result in
significant monetary damages and penalties and exclusion from the Medicare and
Medicaid Programs;
Changes in regulation and policies, including increasing downward pressure on
health care reimbursement, may adversely affect reimbursement for diagnostic
services and could have a material adverse impact on Medytox Solutions'
business; and
Healthcare plans have taken steps to control the utilization and reimbursement
of healthcare services, including clinical test services.
The risks described above are not the only ones Medytox Solutions faces. Additional risk we and Medytox Solutions are not presently aware of or that we or Medytox Solutions believe are immaterial may also impair the operations of the combined company.
We will incur indebtedness under our Loan and Security Agreement with Medytox Solutions. In the event of a default under the Loan and Security Agreement, we may issue shares of common stock to Medytox Solutions, which will dilute your ownership.
On January 16, 2015, we entered into a Loan and Security Agreement with Medytox Solutions, pursuant to which it is contemplated that Medytox Solutions will loan up to $2.4 million to our company. We intend to use the proceeds from the Loan and Security Agreement for working capital and general corporate purposes. Amounts borrowed by our company under the Loan and Security Agreement will accrue simple interest at the rate of 15% per year. As of February 25, 2015, we had borrowed approximately $680,000 under the Loan and Security Agreement. The making of additional advances to our company under the Loan and Security Agreement is completely discretionary on the part of Medytox Solutions. All amounts borrowed under the Loan and Security Agreement mature on December 31, 2015. Upon the occurrence of an event of default under the Loan and Security Agreement, all or a portion of the then outstanding principal and accrued interest under the Loan and Security Agreement is convertible, in the discretion of Medytox Solutions, into shares of our common stock at a conversion price equal to the lower of (i) $0.85 or (ii) the average of the bid and ask prices of our common stock on the trading day immediately prior to the date of conversion; provided, however, that the maximum number of shares issuable to Medytox Solutions is 14.9% of the number of shares of common stock then outstanding. The issuance of common stock to Medytox Solutions would have a dilutive effect on your ownership interest in our company. We may be required to pay a $1,000,000 termination fee to Medytox Solutions.
On January 16, 2015, we entered into an Agreement with Medytox Solutions, pursuant to which we agreed that in the event we enter into a merger or other sale transaction involving at least 35% of our shares or assets with a party other than Medytox Solutions, we will pay Medytox Solutions a $1.0 million fee. Notwithstanding the foregoing, no fee will be payable to Medytox Solutions in the event Medytox Solutions has not funded an advance requested by us under the Loan and Security Agreement, subject to certain exceptions. The fee may discourage another company from pursuing a strategic transaction with our company.
Financial Statements of Medytox Solutions
On December 6, 2014, we entered into a non-binding letter of intent to acquire Medytox Solutions, Inc. in a reverse merger transaction. SEC rules requires presentation of financial statements of a business whose acquisition is probable. Although "probable" is not defined in the SEC rules, the SEC has provided guidance that an acquiror should consider the following in determining whether an acquisition is "probable" for SEC reporting purposes:
A signed definitive agreement or letter of intent;
Approval from the board of directors or shareholders of the companies;
Submission of the terms of the proposed transaction to appropriate regulatory
agencies for approval;
Evaluation of the overall status of negotiations;
Incurrence of financial penalties if the acquisition is not consummated; and
Public announcement of a business acquisition.
The SEC has further stated that other factors may be present, and an acquisition may still be considered probable when none of the above factors exist if the registrant's financial statements alone would not provide investors with adequate financial information with which to make an investment decision. It is the responsibility of the registrant to assess probability. An assessment of probability requires careful analysis of all facts and circumstances, and advice from legal counsel should be considered.
After careful consideration of all of the facts and circumstances, CollabRx does not believe that the proposed reverse merger transaction with Medytox Solutions is probable for the following reasons:
The letter of intent entered into by CollabRx and Medytox Solutions on December
6, 2014 is non-binding. The letter of intent expressly provides that the
proposed terms set forth in letter of intent are merely a summary of the
present intentions of the parties and do not create any right in, or claims
against, any party of any kind whatsoever. Specifically, the letter of intent
states that it does not constitute a firm, binding commitment of either party
to entire into the contemplated transactions and that such a commitment will be
created solely by the execution and delivery of definitive agreements by
CollabRx and Medytox.
We have not yet signed a definitive merger agreement. We have received an
initial draft of the Merger Agreement relating to the proposed transaction from
Medytox and have provided comments on that draft to counsel for Medytox
Solutions. In our comments, we identified a number of significant issues that
will need to be resolved. In addition, we have not received drafts of a number
of ancillary agreements contemplated by the letter of intent.
We have not sought approval from our Board of Directors for the proposed
reverse merger transaction. Completion of the proposed reverse merger
transaction will be subject to the approval of the stockholders of CollabRx and
Medytox.
Yes that's what is going to happen Imo as well.
I think its MMMS's way to Nasdaq. Hopefully approved reverse merger and MMMS ends up trading on nasdaq through back door.
What is your opinion about the merger with CLRX?
Seamus Lagan ownership in Medytox
http://www.sec.gov/Archives/edgar/data/1374536/000101968713004093/medytox_13da1.htm
As of October 1, 2012, Mr. Lagan may be deemed to beneficially own 8,800,000 Shares (or approximately 28.97% of the total number of Shares of Common Stock of the Issuer outstanding), which consists of (i) 1,300,000 Shares owned of record by Mr. Lagan; (ii) 4,500,000 Shares owned of record by Alcimede LLC; and (iii) 3,000,000 stock options owned of record by Alcimede LLC, to purchase a like number of Shares of Common Stock. Mr. Lagan may be deemed to have sole dispositive and voting power over the 1,300,000 Shares owned of record by him; and shared dispositive and voting power with Alcimede LLC, over the aggregate 7,500,000 Shares beneficially owned by Alcimede LLC, including the 3,000,000 stock options owned of record by Alcimede LLC. Such Shares do not include 1,000 shares of Series B Preferred Stock, owned of record by Alcimede LLC, and which are not convertible into Shares of the Issuer's Common Stock. Mr. Lagan is the sole member of Alcimede LLC, a Delaware limited liability company.
Trident should have thought better of breaching a contract with Seamus Lagan. This man previously went up against some very dubious individuals and people in high places including a former Irish Taoiseach for defrauding him and other investors. Lagan was awarded $1.8M out of $2M in damages by a Judge in NY in that case and was been named in an extensive article in the Wall Street Journal on that matter.
http://www.independent.ie/irish-news/alberts-former-firm-must-repay-2m-to-defrauded-investors-26284299.html
http://online.wsj.com/news/articles/SB107914386252854431
By
Bill AlpertBill Alpert
Updated March 15, 2004 12:01 a.m. ET
ALBERT REYNOLDS, THE IRISH prime minister who brought peace to his troubled island in the 1990s, wants to clean up the world. Nominated for the Nobel Peace Prize in 1995, he now is chairman of a Nasdaq firm called Life Energy & Technology Holdings that has announced well over $10 billion in deals for its Biosphere incinerators. The company says that its $7 million burners make "clean, green electricity" from municipal trash, medical waste, tires, sewage, shale oil and natural gas. "Perhaps the most important legacy we can leave to our children," Reynolds has said on the firm's Website, "is to have it said that we left this world in a better condition than we found it."
Yet it's hard to find many Life Energy & Technology Holdings incinerators cleaning the world. The company says one is working in Lebanon. But in seeking a permit in Louisiana last year, it submitted evidence of only two environmental tests: one for the Lebanese burner and the other for an incinerator that a Colorado firm claims is its own. More worrisome for U.S. investors are the histories of some associates of Reynolds' clean-energy outfit, such as John J. O'Carroll.
A subject of a 1990s British investigation dubbed Operation Gandalf, O'Carroll moved cash around at the behest of a Colombian drug-cartel money launderer, a 1996 federal court filing by U.S. prosecutors says. Offshore companies controlled by O'Carroll were used in stock trades arranged by defendants who pleaded guilty in two 1990s fraud cases, according to records in California federal court and New York state court actions.
Life Energy & Technology is a tiny presence on the Nasdaq Bulletin Board, where it trades under the symbol LETH. Even after its shares more than doubled in recent weeks to 2.95, the company's stock-market capitalization barely exceeded $85 million. In its last reported 18 months, it had no sales. Yet this obscure firm has made contact with political figures on four continents. Along with Albert Reynolds, its political allies have included the late U.S. Sen. Vance Hartke of Indiana.
Former associates, company documents, and O'Carroll's e-mails (from an address with the number "666") point to his involvement in business ventures whose public faces were Reynolds and a leprechaun of a fellow named Christopher A. McCormack, LETH's chief executive. O'Carroll's active involvement in the Nasdaq firm isn't mentioned in its federal securities disclosures to its public investors in the U.S.
The fraud bureau of Ireland's national police is investigating the handling of investors' funds in an earlier McCormack-O'Carroll-Reynolds incinerator venture, but neither Reynolds nor McCormack nor O'Carroll has been charged with wrongdoing in that instance -- or any other. The company and O'Carroll have warned Barron's against publishing this article, which reports matters that U.S. investors and regulators might well want to consider in sizing up LETH. On March 1, O'Carroll went to the extraordinary length of asking an Irish court to enjoin us from publishing this story, saying that it would hurt his standing with his business associate Albert Reynolds. The court has yet to rule.
By several accounts, the 71-year-old Reynolds has served mainly as a public face, showing up at business meals to promote incinerator ventures in which O'Carroll and McCormack were involved. The former Irish prime minister's stature has helped LETH's promoters meet leading political figures from Russia, Algeria, and Zambia. "You mentioned Albert Reynolds' name ...and every door opened," recalls another founder of LETH, Bradley T. Ray. A U.S. penny-stock financier who pleaded guilty in 1991 to making a false statement to a federal grand jury in Seattle, Ray is in litigation with LETH over his efforts to sell 750,000 shares of its stock, to which the company says he's not entitled. Ray says that McCormack and Reynolds introduced him to many Irish politicians: "All of the people who make Ireland go."
"It was exhilarating," says Ray, "Like going into a candy store."
AFTER MAKING HIS FORTUNE as a dance-hall promoter and manufacturer of dog food, Albert Reynolds won election to Ireland's parliament in 1977. He served as prime minister for about two years, starting in 1992, and helped broker Britain's Good Friday peace initiative with Sinn Féin and the Irish Republican Army. For his contribution, Reynolds was one of 115 nominees for the 1995 Nobel Peace Prize.
Irish law lets members of parliament stay active in business if they disclose their activities. Through his retirement from parliament in 2002, Reynolds served as a non-executive director of some publicly traded Irish companies, including Jefferson-Smurfit, the paper maker, and Bula Resources, an oil-exploration outfit. He also teamed up with Chris McCormack, whose McCormack Consultants tried to buy an Irish cotton mill in 1999 with Reynolds' assistance. Former colleagues describe the 41-year old McCormack as an affable, down-to-earth fellow, who told people his family controlled an Irish hauling business with hundreds of trucks. He sports a long list of degrees after his signature.
The cotton-mill deal never went forward, but Reynolds and McCormack soon found another mission. They were introduced to the incineration technology of Nathaniel Energy -- a struggling Colorado penny-stock firm whose founders had installed waste burners around the world. In December 1999, McCormack and Reynolds agreed to present the U.S. company's incinerator to local governments in Europe, through a series of Irish enterprises with names such as Nathaniel Europe, Life Technologies and Life Energy Corp.
Their introduction to the U.S. technology -- according to LETH's written answers to questions from Barron's -- came through John J. O'Carroll, whom Chris McCormack says he met at a London art show.
O'Carroll is a 57-year-old commodities trader, investment banker and investor, who has sometimes used the names "John Carroll" and "Charles Dreyfus." A citizen of both the U.S. and Ireland, his career has taken him to Russia, the Mideast and to Switzerland, where he operated a Geneva-based financial firm. A few years ago, O'Carroll settled down in a gardened manor on a hilltop near Dundalk, Ireland, with a collection of paintings, fine wines and a bodyguard. Walls and closed-circuit cameras surrounded the estate, according to former associates, who say that the soft-spoken O'Carroll boasted of having served in the U.S. military and of working with the CIA. O'Carroll didn't respond to Barron's questions about these accounts.
O'Carroll's name appeared in U.S. and U.K. investigations of some complex financial schemes in the 1990s -- probes that led to several prosecutions and, eventually, the conviction of a British criminal-court judge. Prosecutors have never charged O'Carroll with an offense, and O'Carroll says that no court has ever found that he engaged in improper actions.
In a May 1996 court filing, the U.S. Attorney for the Eastern District of New York asked a federal judge to authorize British investigators to gather evidence in the U.S. for a probe of O'Carroll's activities on behalf of Stephen A. Saccoccia -- a Cranston, R.I., gold dealer convicted in 1993 of laundering over $135 million for Colombia's Cali drug cartel. Saccoccia is serving 660 years in federal prison. Following Saccoccia's 1991 arrest, the filing said, O'Carroll went to Vienna to help Saccoccia's lawyer retrieve cash for Saccoccia from a bank account. British police say that the name on the account was "Abilene."
As part of an investigation that they eventually dubbed Operation Gandalf, the filing asserted, U.K. authorities discovered that O'Carroll and others were trading millions of dollars' worth of U.S. stocks through companies incorporated in Britain's Channel Islands and then moving the profits back to the U.S. For the most part, the trades relied upon Regulation S of the Securities Act of 1933, which let foreigners buy and sell unregistered U.S. shares. Evidence uncovered in Operation Gandalf also led to the separate -- and unrelated to O'Carroll -- money-laundering prosecution of Bank of New York executives whose clients were connected to the Russian mob.
Several prosecutions that resulted from Operation Gandalf featured Reg S trades by John O'Carroll (who, as noted, was not himself charged). In 1997 and 1998, in a Manhattan state court, executives at the New York brokerage firm Westfield Financial admitted that they'd manipulated U.S. stocks through offshore companies ostensibly controlled by foreigners. In statements that U.K. police say were given to them, the Westfield brokers said that several of these offshore companies were O'Carroll's.
In a San Francisco federal court in 2001, the former executives of California-based Scorpion Technologies pleaded guilty to a conspiracy in which they padded the firm's revenues with cash raised through Reg S sales to other offshore companies controlled by O'Carroll. Court filings by New York prosecutors -- and by plaintiffs in a federal civil class action that involved Scorpion -- discussed O'Carroll offshore companies that were incorporated on the Isle of Man -- a tax haven in the Irish Sea -- then staffed with directors from the even smaller English Channel Isle of Sark, whose inhabitants once were thought to be beyond the reach of British law.
Through his Irish attorney, Maxwell Mooney, O'Carroll denies that any of O'Carroll's clients were "investigated, questioned, indicted or convicted as a part of any Reg-S transaction" done by O'Carroll's Swiss financial firm. Mooney declined to answer specific questions about the Westfield and Scorpion trades, or about any of O'Carroll's other financial firms.
During the Operation Gandalf investigation, U.K. authorities made an alarming discovery. Phony documents -- used to mislead U.S. and British investigators as to who owned Westfield's Reg S stocks -- had been supplied by the London lawyer Andrew R. Warren and his former partner, Stuart Creggy, a London criminal-court magistrate. Abruptly, British police made it their priority to get the corrupt judge off the bench. U.S. law provided the fastest way. So the British cops presented their evidence to the Manhattan district attorney, who successfully prosecuted Creggy for fraud in 2002 (a conviction Creggy is appealing). Andrew Warren pleaded guilty to attempted racketeering charges in a New York state court last June. At Creggy's trial, the British police described their Operation Gandalf investigation of O'Carroll. A prosecution diagram of the Gandalf investigation showed how a "Subject A" moved funds around at the behest of the money launderer Saccoccia. Prosecutors say "Subject A" was John J. O'Carroll.
The prosecutors didn't charge O'Carroll with any offense. In a letter to Barron's, his attorney Mooney says that an official investigation -- jointly funded by O'Carroll and Swiss authorities -- had found O'Carroll innocent of wrongdoing, and determined that he had no dealings with Saccoccia or Saccoccia's associates. According to Mooney, the Swiss report said: "Mr. O'Carroll had never done anything that a normal businessman would not do." O'Carroll and Life Energy declined to provide Barron's with the Swiss report, or to identify the agency or officials who wrote it.
ON DEC. 10, 1999, O'CARROLL arranged a deal between the U.S. incinerator maker Nathaniel Energy and McCormack Consultants. According to the minutes from a later meeting on the transaction, O'Carroll and Chris McCormack "comprised" the management of McCormack Consultants. Plans called for Nathaniel to exchange its Nasdaq-listed stock with an Irish firm whose non-executive chairman would be Albert Reynolds. A board member and 26.66% shareholder would be John O'Carroll.
Another proposed board member of the Irish firm was Steve Norris, a prominent British politician then running for Lord Mayor of London. In early 2000, the U.S. incinerator makers stopped by London to meet O'Carroll and the candidate. McCormack was also coming to the city -- according to travel instructions that O'Carroll faxed to the Americans -- along with some Irish officials. Their purpose, said O'Carroll's fax: "to assist Steve with the London Irish vote." Norris didn't win, and he's repeating his bid for Lord Mayor this year. Norris says he didn't know O'Carroll -- except as an acquaintance of McCormack's. Norris declined to participate in McCormack's venture.
From London, O'Carroll, McCormack and the Americans traveled to Dublin, where on Feb. 7, 2000, they gathered at the majestic Clontarf Castle Hotel to plan their Irish incinerator venture. McCormack Consultants' minutes of the meeting show O'Carroll nominating the officers of the proposed venture, a list that included Reynolds and Norris. The minutes also describe McCormack Consultants as "comprised" of McCormack and O'Carroll. Lawyers for O'Carroll and McCormack deny that O'Carroll was a part of McCormack Consultants.
Nathaniel Energy's chief executive, Stan Abrams, says that O'Carroll and McCormack soon started urging the U.S. firm to send a burner to Ireland in time for a meeting of county officials. After Abrams did so, McCormack and O'Carroll hung a "Life Energy" sign on it and showed the incinerator to Irish officials and investors. A glossy brochure for an Irish entity called Life Energy Corp. featured photos and biographies of Albert Reynolds and London mayoral candidate Steve Norris, plus pictures of incinerators that Stan Abrams had placed previously, in locations like Beijing. Abrams recalls a well-catered tour of Ireland in which McCormack showed off trash-collection sites he said had agreed to supply garbage to fuel the incinerators. When Abrams asked to see the trash contracts, he says McCormack brushed him off. Abrams also recalls standing on the switched-off burner to make adjustments, when McCormack urgently waved him to get off. McCormack had just ushered in some public officials and whispered that he'd told them the burner was operating at that moment at 3,000 degrees.
One star-struck guest of O'Carroll and McCormack's was Seamus Lagan, an electrician and businessman who says he was going into Dublin's posh Berkeley Court Hotel for an April 2000 meeting, just as Albert Reynolds was coming out. "I was a bit blown away by the names of the people involved," Lagan recalls. Reynolds was a member of Ireland's parliament at the time, and head of the country's dominant Fianna Fáil political party. Lagan joined the Life Energy Corp. venture, working in its Dundalk, Ireland, office alongside O'Carroll and McCormack. He helped them raise over $1 million, through private placements among more than 100 investors in the U.S., Ireland and the U.K.
O'Carroll seemed to be the money behind Chris McCormack, say Lagan and others who dealt with the promoters. At a company meeting in the summer of 2000, Irish officials asked O'Carroll why he was present. Lagan says that O'Carroll answered: "I'm the guy who writes a check for a million dollars, when a company needs a million dollars."
By this time, Nathaniel Energy's Stan Abrams had become disillusioned with his Irish allies -- so disillusioned that he took the burner's computer controls with him, to prevent McCormack and O'Carroll from using them. The planned venture evaporated, with McCormack complaining -- in a still-ongoing arbitration -- that the burner had failed to live up to Nathaniel's promises. In that Irish High Court arbitration, McCormack says the Nathaniel burner blew up and hurt a McCormack employee. A lawyer for LETH says that the arbitration will show that the burner now belongs to John O'Carroll, and that Nathaniel owes O'Carroll $2.7 million and 20% of Nathaniel's stock. Abrams calls these claims ridiculous.
Despite their falling out with their U.S. incinerator supplier, O'Carroll and McCormack continued to promote burners in the latter half of 2000. O'Carroll had worked in Russia, where one of his contacts was Dr. Valeri Romanov, a scientist who'd reportedly designed control systems for the type of modern Soviet submarines depicted in the novel The Hunt for Red October. Romanov brought other Soviet scientists -- and even the economically potent deputy mayor of Moscow, Josif Ordshonikidze -- to look at the Life Energy burner. Not long afterward, O'Carroll and Life Energy's staff learned, to their dismay, that Ordshonikidze had been seriously wounded in an assassination attempt.
McCormack announced that Romanov and a team of scientists would staff what he called the Romanov-Reynolds Research Institute at Life Energy. The Russian brain trust had some impressive technologies, according to McCormack, including a submarine antenna that could be redesigned for cellphone systems.
By the last quarter of 2000, the promoters still had no publicly held vehicle for their waste-to-energy venture. Their Irish company, Life Energy Corp., Ltd., had sold stock to too many people -- recalls O'Carroll's then-partner Bradley Ray -- to enter the U.S. markets without a registration filing with the Securities and Exchange Commission. Ray says that the Irish firm's accountants recommended a registered public offering, but O'Carroll favored forming a new Irish entity that could merge, unregistered, with an already public U.S. concern. Reynolds and McCormack incorporated Life Energy & Technology Holdings, Ltd., and merged it in December 2000 into a bankrupt Nasdaq-listed firm called Health-Pak, in Utica, N.Y.
In initial filings with the SEC, the newly renamed Life Energy & Technology Holdings, Inc. -- or LETH -- listed three Isle of Man corporations as its principal owners. One of the three, with an 11.73% stake, was Chelise Investments. The name "Chelise" had been scribbled alongside O'Carroll's shareholdings, in Stan Abrams' meeting minutes for the aborted venture with Nathaniel. In addition, Chelise Investments was an investment vehicle mentioned in O'Carroll's 1990s trading records at the defunct New York stock broker Green-Cohn. O'Carroll's records became evidence in the federal class-action suit over the Scorpion Technologies fraud.
Former associates say O'Carroll controlled shares of LETH through Chelise. An internal shareholder list of the Irish firm Life Energy & Technology Holdings, Ltd. shows Chelise receiving one of the largest allocations of LETH stock, over 2.5 million shares -- with O'Carroll's two adult sons also getting chunks that were each almost as large as the 800,000 shares given to chairman Albert Reynolds. Another 560,000 shares went to a company called Abilene. The same name had been used on the Vienna account that had held Stephen Saccoccia's cash. Lawyers for O'Carroll and LETH say that O'Carroll isn't a LETH shareholder, employee or consultant, and has never had decision-making authority at the company. LETH's attorney says the "Chelise" in the Green-Cohn records is unrelated to the "Chelise" that is a LETH shareholder, and that O'Carroll "is neither involved in or a direct or beneficial owner of" the LETH shareholder Chelise.
Whatever O'Carroll's formal relationship with LETH, e-mails that Ray and Lagan say they got from him show O'Carroll trying to shape the firm's initial 8-K filings to the SEC. In a Nov. 19, 2000, e-mail to McCormack and others, O'Carroll complained that a proposed description of the business was too dull and "will not get us a $15 Stock."
"I would still like to put forward our best appearance," O'Carroll continued, "that is if we don't want to suck on cheap stock for the next 90 day's [sic]."
"We have put together a Scientific Team as good if not better than the U.S.A./N.A.S.A. team," he exhorted McCormack in another e-mail, 20 minutes later. "Are we going to play the role of the 'Demure Virgin' or the 'Raging Bull' or a combination of both. I suggest we give the Mkt a little hint, tease it a little bit, in the 8K."
A lawyer for LETH says that he can't confirm the authenticity of the e-mails viewed by Barron's.
Shares of Health-Pak (soon to be known as LETH) soared 100-fold, from five cents to $5.10, on the merger news.
AS LIFE ENERGY & TECHNOLOGY HOLDINGS became a U.S. public company, Seamus Lagan, the head of LETH's Irish operations, began questioning whether some of the 19 subsidiaries mentioned in November and December 2000 SEC filings were, in fact, owned by the company. Bills went unpaid at the Irish offices. More distressing for Lagan, dozens of Irish investors that he'd invited into McCormack's venture hadn't received tradeable shares for their money. On Feb. 9, 2001, Lagan expressed his concerns to McCormack and O'Carroll in a letter.
The next week -- according to a letter that Lagan later sent to Albert Reynolds and the fraud bureau of the Irish police -- he was confronted at his workplace by a group that included O'Carroll and McCormack and others. They accused Lagan of having stolen company files. Lagan says that one of the group -- not O'Carroll or McCormack -- threatened him, saying: "There's a lot of money in this game. People who've gotten in the way of that have ended up in a bog."
Frightened, Lagan says he quickly phoned the Dundalk police. LETH's lawyer denies that Lagan was threatened. Lagan left the company, then reported the threat and his other concerns in letters to Albert Reynolds in May 2001 and to the Irish police fraud bureau in December 2002. Lagan says Reynolds didn't reply.
In lengthy memos -- sent to Barron's, to several Irish newspapers and to government officials -- LETH says Lagan shouldn't be believed, because he's at odds with the company over his ownership of 300,000 shares of stock. The memos accuse Lagan of extortion and fraud, as well as the theft of the LETH shares. They also claim that a business venture of Lagan and Ray's is under investigation by the SEC, the FBI and the Manhattan district attorney. These memos about Lagan were written by former U.S. Sen. Vance Hartke, before his death last summer, and by Hartke's son Wayne, LETH's lawyer. Lagan denies the allegations and says he knows of no such investigations.
After slipping below a dollar in early 2001, LETH shares perked up again as the company announced deals for thousands of waste-to-energy burners. LETH's Website advertised an "Urgent" need for 1,500 engineers to set up systems around the world. The burner accrued endorsements from ex-Sen. Hartke, a Turkish Ottoman prince, an Abu Dhabi princess and the onetime ruler of Zambia.
LETH had big ambitions in Algeria. O'Carroll, McCormack and Reynolds arranged a visit to Algiers. But in a Jan. 28, 2001, e-mail, O'Carroll told the LETH staff to delay the trip because Algeria's minister for economic reforms wanted first to send a representative to Ireland, to brief them on "the current economic situation in Algeria, de-nationalization of the Oil, Mining, Electricity industries etc." O'Carroll instructed Life Energy's office manager to get Irish visas for the Algerian delegation "A.S.A.P."
In May 2001, LETH said that a Lebanese company would lease $430 million worth of burners. LETH also announced deals in Cameroon. According to Bradley Ray, the Cameroon deal was negotiated by O'Carroll, McCormack and Ray in Paris, where representatives from Cameroon feted them at a banquet with white-gloved attendants. While serving as LETH's CEO, McCormack continued to use his McCormack Consultants e-mail account to keep O'Carroll and Bradley Ray informed and to seek their comments on company matters. In June 2001 e-mails, for example, McCormack sent to O'Carroll and Ray the nonpublic drafts of a LETH letter to Cameroon's minister for energy. In August 2001 e-mails, O'Carroll tried to arrange sales of Algerian oil on behalf of LETH.
LETH's November 2001 income statement showed its first profits: $1.8 million, or six cents a share, on revenues of $12 million. The shares climbed from barely 50 cents to 2.50 by March 2002, valuing the company at almost $100 million. As it turned out, the millions of dollars in revenues and profits reported in November 2001 were accrual numbers -- meaning they measured anticipated, rather than cash, revenues. The company's balance sheet showed less than $2,000 in cash and a $3.8 million working-capital deficit. The $430 million Lebanese deal faltered, and LETH assigned the contract to its Moscow-based manufacturing partner, Alia Holdings. Alia owned preferred stock, convertible into 10 million shares of LETH (half of which Alia ultimately returned).
Moscow was also a base for John Napier, a security consultant, exercise-equipment distributor and British hero of the Falkland Islands war, whom Lagan recalls being in frequent phone contact with John O'Carroll. Napier got LETH shares when the company was listed on Nasdaq. Financial transfers to Napier were frequently an urgent matter around LETH offices, Lagan says. Although Napier's Moscow street address is the same as that of Alia Holdings, he says he knows nothing of the firm.
O'Carroll's e-mails show Napier as coordinating the Irish visits of LETH's Russian scientists. During one of these, according to former LETH associates, Napier demonstrated two curious Russian inventions. One was a scanner that supposedly could intercept and eavesdrop on cellphone calls. The other was a handheld device that could disable any cellphone within a small radius. Napier confirmed the visits to Barron's, but said he couldn't discuss the gadgets on the phone.
Despite announced deals to supply nearly 2,000 burners, Life Energy & Technology Holdings' financial statements showed no product revenue in the company's fiscal year ended May 2003, and no cash or current assets on the balance sheet. The company moved its head office from Ireland to the Utica, N.Y., location of its merger partner Health-Pak -- until September, that is, when Internal Revenue Service representatives appeared at Health-Pak's bankruptcy proceedings and demanded $175,000 for unpaid withholding taxes. The headquarters has since moved to the Virginia offices of LETH's attorney, Wayne Hartke. LETH later announced that it had raised over $30 million from Diamond Ridge Advisors, an obscure financial firm in North Carolina. Barron's call to that firm's chief executive wasn't returned.
Last July, McCormack announced that LETH had obtained permission to operate a Biosphere incinerator in Slidell, La. But state records show that it had gotten only a temporary permit to test the burner's air emissions. State environmental officials say the company hadn't obtained -- or applied for -- the necessary solid-waste permit. Slidell mayor Ben O. Morris says Life Energy didn't obtain the city's siting permission either, and declares that he won't accept such an incinerator until "Hell freezes over."
LETH claims that it invented the Biosphere after five years of research by the Romanov-Reynolds Institute, but acknowledges that it hasn't sought a patent for the incinerator. Lawyer Wayne Hartke, in a written response to questions from Barron's, says that applying for a patent would "publicly disclose the machine's workings." For years, the promoters' filings have also been sprinkled with terms bearing the trademark notice "TM", but Hartke says that LETH hasn't gotten around to registering its trademark claims.
When the company applied for a Louisiana environmental permit for a Biosphere burner, its application seemed to use the Irish air-emissions data from the much-maligned system that Nathaniel Energy shipped to Ireland in 2000. Hartke says the data came from an emissions test on a six-ton-per-hour Biosphere burner, performed after the smaller Nathaniel burner exploded. But the report LETH submitted to Louisiana bears the same dates, data tables, signatories and report number as a report on Nathaniel's system -- except that mentions of Life Energy Corp. and Nathaniel have been replaced by "Life Energy" and "Biosphere." Both versions concern a 0.75 ton-per-hour test, not six-tons-per-hour.
Hartke says that the data came from a Biosphere, and offers a November 2003 letter from the Irish testing agency as proof. The only thing the letter surely proves is that the testing agency was still owed $52,000 for the tests, 3½ years after they were done.
While continuing to lead LETH, Albert Reynolds seems to be scaling back other business activities. The former Irish prime minister didn't seek re-election in 2002 to the board of oil explorer Bula Resources, after that firm's censure and trading suspension on the Irish Stock Exchange. Those actions followed a controversy over Bula's $1.5 million payment to a general in Bahrain -- a payment now under investigation by Ireland's business regulators -- and from Reynolds' reported promotion of Life Energy & Technology Holdings while traveling on Bula business. Reynolds denies any impropriety at Bula or LETH.
The Bula controversy got wide press coverage in Ireland, but there has been little public discussion there of LETH. McCormack and O'Carroll have threatened Irish papers and Barron's with libel suits, when asked about O'Carroll. The warnings were accompanied by thick dossiers that alleged extortion and fraud by disaffected associates such as Seamus Lagan and Bradley Ray...and even an Irish journalist who tried reporting on LETH.
LETH lawyer Wayne Hartke says that his client believed that a Nathaniel Energy representative tried to extort an arbitration settlement from McCormack, by threatening to take Nathaniel's complaints to Barron's. Hartke even mentioned the possibility that Nathaniel Energy was bribing this reporter to write this story. Barron's is publishing this article only to inform the U.S. investing public. Nathaniel Energy's Abrams denies that there's been any extortion. "All we want is our burner back," he says.
John O'Carroll has served this reporter -- and Barron's publisher Dow Jones -- with papers for an Irish court action, alleging that this magazine libeled him in the questions it put to Hartke. On March 1, O'Carroll asked the High Court in Dublin for the extraordinary remedy of enjoining Barron's from even publishing this article. The court has yet to rule.
Meanwhile, LETH shares have once more been on a tear. They nearly tripled in recent weeks, to 2.95, on more than $10 million in cumulative trading volume. The activity may have been spurred by the company's announcement that a Russian city is interested in using Biospheres. Or perhaps it was the March 3 newsletter that was junk-e-mailed by a St. Maarten publisher, who acknowledged receiving $5,000 for its efforts. The mailing predicted that LETH stock would "Triple in 7 Days."
Some information that I found
Seamus Lagan was hired by this Company back in June 2011 before it became Medytox appears to be one of the key people responsible for putting together this Company.
http://www.sec.gov/Archives/edgar/data/1374536/000137453613000014/f1037.htm
The author Seamus outer who posted some damning allegations on this board is actually Christopher Hawley of Trident Labs
There are numerous court documents available online about Trident and Medytox where Seamus Lagan as CEO of Medytox subsidiary MILM took legal action against the shareholders of Trident when they tried to pull out of a deal they had entered into with Medytox in August 2011. Christopher Hawley was one of the shareholders of Trident
Christopher Hawley cost himself a lot of money for his defamation of Mr. Lagan online when in 2013 a jury awarded Seamus Lagan $750,000 individually against Christopher Hawley for Mr. Hawley's defamatory postings on the internet
http://www.sec.gov/Archives/edgar/data/1374536/000137453613000025/msi071013form8k.htm
On July 2, 2013, a jury awarded our wholly-owned subsidiary, MILM, $2,906,844 on its breach of contract claim against Trident and Trident's shareholders, Michele Steegstra, Christopher Hawley, Donette Hawley, Michael Falestta and Skyler Lukas ("Shareholders"), and awarded Seamus Lagan $750,000 individually against Christopher Hawley for Mr. Hawley's defamatory postings on the internet. The jury rejected every claim made against the MILM parties.
One of the Shareholders, Donnette Hawley, filed a petition for bankruptcy on October 22, 2013
http://www.sec.gov/Archives/edgar/data/1374536/000101968713004114/medytox_10q-093013.htm
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Well, well....It didn't take long and just a little more snooping to find out some more very interesting factoids for the wary investor in MMMS.
Here is the latest...Medytox Solutions (F/K/A; Casino Players, Inc) new website has their new corporate structure listed:http://www.medytoxsolutionsinc.com/Management.html By clicking that link you'll no doubt note that the CEO is none other than William (Wild Bill) Forhan. You'll also no doubt note that one of their directors is none other than the famous (Now infamous) Miami Dolphin "Star" offensive lineman: Robert Kuechenberg. It seems both have had their fair share of run ins with the law, the SEC and corporate governance of publicly traded companies. Why "Wild Bill" himself was caught steeling monies from an employee 401k plan and has a long and distinguished track record of being COO, CEO of public companies that seem to lose their shirts while he is at the helm. He's a savy old con man though and has many a time lulled unsuspecting people into believing that he wasn't really at the helm but just "asleep at the wheel". Don't be fooled. Even an old grifter can steel the pencils from a blind beggar given the opportunity.
So boys and girls...here are the links:
http://blog.cucollector.com/hot-topics/florida-repo-forwarding-company-has-a-rough-first-quarter-3/
http://blog.cucollector.com/hot-topics/fla-repo-forwarder-announces-criminal-charges-filed/comment-page-1/#comment-14333
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=7544785
http://coa.courts.mi.gov/resources/asp/viewdocket.asp?casenumber=157240&fparties=&inqtype=public&yr=0
Have fun reading and hold on to your wallets if you happen to have the misfortune of meeting any of these crooks. I guess that Seamus Lagan and Sharon Hollis really did meet up with their soul-mates...although I really doubt that any of them are still in possession of their immortal souls! Seems as though birds of-a-feather really do flock together. Lets hope that someone...like maybe the SEC/OIG/FBI...you know...the alphabet soup guys...comes along with a really big grouse-gun and takes down the whole flock of carrion-crows together!
Till the next time...ta, ta hip, hip and cheerio!!
Hey, Hey all you would be investors in Medytox Solutions aka (MMMS). Read their latest SEC filing. They borrowed money from a "company" going by the name of: TCA Global Credit Master Fund,LP. Look that "global" credit fund up, here is their contact us page on their website: http://www.trafcap.com/contact-us
Notice they have a London England address and then they also have a Hollywood Florida address: 1404 Rodman Street, Hollywood Florida 33020. I think Mr. Seamus (shameless) Lagan and Sharon Hollis are both UK citizens now aren't they!! Pull up Google Earth and enter that Hollywood Florida address. You know what you find...it's a private residence.Here is the Broward County Florida Property Appraisers website link: http://www.bcpa.net/RecInfo.asp?URL_Folio=514222260270
That Property belongs to another "Shell": Phoenix Family LP, who just bought it August of 2011. Hummm....wonder who they are? Can't find that company listed or any of its directors. Interesting though that a Big Global credit "Master Fund" has its US offices at a private residence in Hollywood Florida that you can't easily find out who the owner of is. Then put the London address of: 3A Wimpole Street, London England, UK into Google Earth...you'll see a little "Flat" above a sandwich-shop. Impressive...very impressive!The US contact phone numbers are 786 area codes. A 786 area code is a cell phone registered in Miami-Dade County.Do I smell another little bald "Irish rat"! You may also want to look up the website for their "Laboratory"...if you dare call it that. Here it is: http://www.pblaboratories.com/ Lots of pretty pictures and polished pronouncements. Its all B.S. Put PB Laboratories address into Google Earth (7451 S. Military Trail Lake Worth, Florida 33463). You'll find a 30' wide store front in a strip-shopping center. Wow... All those pretty photos are the free ones you can get of the internet. NOT ONE OF THEM WAS TAKEN IS THEIR SHITTY LITTLE store front!!!
Once again boys and girls...if you are thinking of investing...or loaning money...to these folks...I gotta bridge for sale in Brooklyn..."Real Cheap"!! Ta,Ta..till next time...Cheerio and pip, pip!
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