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The criminals always are. I still lost my investment though. Where's my compensation? Oh right. I get nothing.
HRNF - Form 15 Filer. All shares issued by the company were unregistered. Nothing illegal in itself.
HRNF CEO later un-announced that acquisition, claiming that Aurum wasn't offering enough for HRNF.
You can bet he didn't refund shareholders who bought shares on the strenght of that Major Corporate Update. The shares that were sold then were his own shares, that he was issuing to himself.
Ought to be illegal to announce bogus acquisitions, too.
It is. But I guess the SEC didn't catch that one, at least at the time.
Heathrow Natural Food & Beverage, Inc. Announces Restructuring, Spin Off and Planned Merger With Aurum Guaranty With Over $50,000,000 in Assets
http://www.prnewswire.com/news-releases/heathrow-natural-food--beverage-inc-announces-restructuring-spin-off-and-planned-merger-with-aurum-guaranty-with-over-50000000-in-assets-130105998.html
LAKE MARY, Fla., Sept. 19, 2011 /PRNewswire/ -- Heathrow Natural Food & Beverage, Inc. (OTCPK: HRNF) is pleased to announce that its board of directors has approved a spin-off of all current food and beverage related operations into Heathrow Enterprises, LLC, a private entity. In conjunction with the spin-off transaction, the company will concurrently acquire the assets and operations of Aurum Guaranty, a financial services firm.
All HRNF shareholders of record at close of business 30 September 2011 will receive a pro rata distribution of 10% of the newly formed Heathrow Enterprises, LLC. All shareholders will retain their ownership in HRNF and also own equity shares in Heathrow Enterprises, LLC. The equity shares will be entitled to an annual dividend based on the profits of the LLC.
Aurum Guaranty has agreed to assume a portion of the Company's debt as part of the spin-off transaction. "Management believes the corporate restructure, debt elimination, spin-off, and dividend plan provides stockholders the strongest path for equity appreciation," said Michael Pagnano, CEO of Heathrow Natural Food & Beverage, Inc.
Also, HRNF will retain its current Common share structure. The issuance of new Common shares is not required as part of the Company's operational restructure and the Company will not affect a reverse split.
The Company will change its name to "Aurum Guaranty" and will soon release its various Web sites, operational disclosures, and update the Company's filings with OTC Markets to "Current Information" status.
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Ought to be illegal to announce bogus acquisitions, too.
Paganano's insider trading case could be what earns him some jail time. Hopefully the IRS is looking at him closely, too.
I don't think there was any mystery as far as HNRF was concerned. Pagnano was evidently issuing unregistered stock constantly.
But cases like these are all the more reason for the SEC to make transfer agents publish all opinion letters received and acted on.
HRNF - I would assume so. This appears to be more of an issue with R & T than anything else.
Ahhh, sweet memories of this one. EOM
Pagnano was also claiming stuff when he had the world golf league and was selling fiticious WGL memberships that were supposed to get you in to nice golf courses. The courses apparently never heard of Pagnano.
Pagnano also made a reality golf show that had celebrity golfers and promised $1 million prize money. The winner never got to collect because there was no $1 million and Pags claimed there was fine print that indicated that there was no prize money unless the show aired on a major network. Pags was still hyping that show years later after failing to sell it to a major network.
Heathrow Beverages was also involved in the Gendarme penny stock dilution case:
http://www.sec.gov/litigation/complaints/2011/comp21798.pdf
20. From early 2008 to at least May 2010, Gendarme bought stock from many Pink Sheets companies at a 30-50% discount to the market price. Rahimi and Lamphere jointly developed and executed Gendarme’s business strategy. Sometimes jointly, and other times individually, they made the decisions to purchase stock on Gendarme’s behalf. Each signed numerous agreements on Gendarme’s behalf to purchase issuer stock. Most of the agreements gave Gendarme warrants for up to one year in which Gendarme could elect to purchase the company’s stock. Other agreements were outright purchases of issuer stock. Within days or weeks of purchasing the stock, Rahimi or Lamphere caused Gendarme to resell most of the stock on the public market.
21. When it purchased shares from Pink Sheets issuers, Gendarme intended to, and did, sell shares to the public within a year. For those sales, Gendarme was an underwriter, and had no valid exemption from registration for the transactions.
22. For example, from March to September 2008, Gendarme entered into at least 11 warrant agreements with WGL Entertainment Holdings, Inc. (“WEHI”), which gave Gendarme the right to buy WEHI shares at a 30% discount to the market price at the time of purchase. The warrants represented that Gendarme would buy the WEHI shares for “investment purposes.” For each warrant, Armento wrote an opinion letter to WEHI’s stock transfer agent. Among other representations, the opinion letters asserted that the shares were issued to Gendarme in “an offering exempt from registration” and that Gendarme was not “an underwriter of the issuer.” From March to September 2008, Gendarme paid WEHI more than $615,000 for more than 6 billion shares purchased under the warrants. As Gendarme obtained WEHI shares, it sold most of them within days or weeks for gross sales of more than $780,000 and a profit of more than $165,000 through September 2008.
23. In March 2009, WEHI changed its name to Heathrow Natural Food & Beverage, Inc. (“HRNF”). From then until March 2010, Gendarme purchased more than a billion HRNF shares, and, during the same time, repeated the process of regularly dumping the shares on the market, for gross sales of more than $430,000 and a net profit of more than $230,000.
I agree. I wonder if the SEC took a look at their dealings with other clients.
Too lightly in my disappointed opinion.
If you contacted R&T any time after 2012 at the latest, they were already aware they had problems, but it's unclear for how long they continued to issue the stock Pagnano wanted them to issue.
The SEC’s investigation was conducted by Michael Paley and Katherine Bromberg in the New York Regional Office, and the litigation against Heathrow and Pagnano will be led by Jack Kaufman. The SEC’s examination of R&T was conducted by Steven Vitulano, Kenneth Liebl, Paul Eberhard, and Hitan Patel in the New York office’s broker-dealer inspection program.
They were let off pretty lightly.
HRNF - Like I said, in seeking answers to investment questions, it didn't appear that the TA (R & T) and the CEO were always on the same page.
BTW, which SEC office filed the claim and/or complaint?
HRNF: SEC Litigation against Registrar and Transfer Company and Thomas Montrone:
http://www.sec.gov/litigation/admin/2014/33-9653.pdf
D5W, when I read your post, I was dead certain you were spoofing a SEC press release!
You can't make this stuff up.
I know, it sounds crazy, I make up stuff all the time.
Sincerely,
The Pope!
Since when is it a crime to manufacture sales projection out of thin air ???
OTCMarkets last heard from HRNF in 2010, it seems. At that time, the TA was Registrar and Transfer Company, which has also been charged by the SEC. Read the notice, and read the complaint:
http://www.sec.gov/News/PressRelease/Detail/PressRelease/1370543021551#.VCHAU0u0Kf2
Evidently Pagnano didn't even bother to submit opinion letters for his stock issuances, and R&T issued the stock anyway.
This is likely to create problems for a lot of OTC companies. R&T has quite a few clients. They'll probably not want to be its clients anymore, unless R&T can show that one or two specific employees were colluding with Pagnano. Even so, the firm will be sanctioned.
http://www.otcmarkets.com/research/service-provider/Registrar-&-Transfer-Co.?id=2346&b=n&filterOn=6
HRNF - I had spoken with the TA a number of times, from what I recall, the TA and the CEO were in disagreement on a few of the questions that I raised to them. So I don't see any type of conspiring or collaborating. At least from my DD while I was investing in this opportunity.
Well, that would have been the company's CEO, Michael Pagnano, who was using a corrupt TA to do it.
http://www.sec.gov/litigation/complaints/2014/comp-pr2014-212.pdf
SEC Charges Purported Health Food Company and CEO with Issuing False Press Releases in Microcap Fraud
Transfer Agent Also Charged for Missing Red Flags in Unlawful Distribution of Shares Used in Scheme
FOR IMMEDIATE RELEASE
2014-212
Washington D.C., Sept. 23, 2014 — The Securities and Exchange Commission today charged a Florida-based penny stock company and its CEO with defrauding investors by issuing false and misleading press releases proclaiming large sales and fantastic revenue projections while the purported health food company actually was a failing enterprise.
The SEC alleges that Heathrow Natural Food & Beverage Inc. touted sales of natural health food products that the company had not even manufactured as well as non-existent distribution agreements with major retail chains. Meanwhile, its CEO Michael S. Pagnano was prompting the illegal, unregistered distribution of billions of shares of company stock to several people or entities, including himself. Pagnano profited by more than $150,000 by selling 877 million of his shares into the market as the false press releases were stimulating public demand for Heathrow stock. Pagano also is charged with insider trading because he sold his shares while in possession of material nonpublic information about the falsehood of the press releases.
“Heathrow misled investors by peppering the market with remarkable press releases portraying the sky as the limit for worldwide distribution of huge volumes of its products while about the only thing the company was manufacturing was its sales projections out of thin air,” said Andrew M. Calamari, Director of the SEC’s New York Regional Office. “CEOs of microcap issuers will be held accountable when they spread misinformation in the marketplace.”
The SEC separately charged New Jersey-based transfer agent Registrar and Transfer Company (R&T) and its CEO Thomas L. Montrone with violating the registration provisions of the federal securities laws and failing to supervise firm employees who enabled Heathrow’s unregistered distribution of billions of purportedly unrestricted shares of its stock. An SEC examination of the firm revealed that R&T repeatedly failed to detect and address blatant red flags in connection with more than 54 share issuance requests from Pagnano, including the fact that none of them were accompanied by legal opinions pertaining to the shares to be issued. In every instance, the shareholder for whom the issuance was requested was not the shareholder covered by the attached opinion letter. R&T issued more than a billion shares to Pagnano directly in spite of the firm’s own written policy against honoring requests by company officers to issue unrestricted shares to themselves. R&T even made special accommodations so the firm could keep track of Heathrow’s unusually large and frequent issuance requests, which totaled 5.6 billion shares in 27 months.
R&T agreed to settle the charges and pay disgorgement of $24,265.86 plus prejudgment interest of $3,401.78 and a penalty of $100,000. Without admitting or denying the findings in the SEC’s order instituting a settled administrative proceeding, R&T agreed to engage an independent consultant and comply with certain undertakings while Montrone agreed to pay a $25,000 penalty and be suspended for 12 months from serving in a supervisory capacity with a transfer agent.
“R&T’s employees were trained to do little more than check boxes on a form, and for a period of more than two years they basically rubber-stamped Pagnano’s repeated unlawful requests to issue stock,” said Michael Paley, Co-Chair of the SEC Enforcement Division’s Microcap Fraud Task Force. “Transfer agents serve a pivotal function in the issuance of securities and their employees must be prepared to catch frauds, not enable them. As we continue our crackdown against those who play central or supporting roles in a microcap scheme, transfer agents must ensure they have appropriate systems in place to detect flagrant red flags and prevent law violations like the ones that occurred with Heathrow.”
The SEC’s complaint filed in U.S. District Court for the Southern District of New York against Heathrow and Pagnano charges them with committing violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5(a) and (b) as well as violations of Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933.
The SEC’s investigation was conducted by Michael Paley and Katherine Bromberg in the New York Regional Office, and the litigation against Heathrow and Pagnano will be led by Jack Kaufman. The SEC’s examination of R&T was conducted by Steven Vitulano, Kenneth Liebl, Paul Eberhard, and Hitan Patel in the New York office’s broker-dealer inspection program.
###
http://www.sec.gov/News/PressRelease/Detail/PressRelease/1370543021551
correct indeed, however I see empty shells picked up before. How can this still be suspended? either get rid of it or let it open for someone else to take it over
Probably a revoked scam pretty soon.
No filings whatsoever in over 4 years, so it probably will just get revoked by the SEC, IMO.
Former CEO Pagnano walked away with everything when we founds out that he had a Florida (Heathrow Natural) entity that had pretty much all the assets and it was basically a subsidiary of the publicly-traded HRNF. He removed that one from HRNF, leaving nothing but an empty shell.
He is no longer in the picture, and i agree HRNF was basically a scam and a dilution nightmare from the beginning.
hey PR...amazing you guys are still here...keep up the good work, this will never be anything more than a scam....red.
pathetic, typical sec
Wow, no fines? The SEC seemed to have really dropped the ball on that one. Looks like what appeared to be stock fraud does pay, IMO.
Former CEO Pagnano wasn't named in this. He was responsible for all the massive share issuance and reverse splits and keeping Heathrow assets mostly in another Florida entity with the same name that he supposedly bought out from under shareholders.
HRNF - Crazy huh? Criminals screw the company and the shareholders and they admit nor deny anything, and they walk away scot free!
No jail time, no fines for the Gendarme perpetrators.
if you read it, you see one of the defendants, Ian Lamphere was killed ny an avalanche last year. Don't know what his role was or what he was charged with but there is stuff on him and his family if you google him.
Gendarme finally brought to justice
http://www.sec.gov/litigation/litreleases/2014/lr23005.htm
If you read the 2011 litigation release at the bottom of the SEC webpage, you can see that they dumped billions and billions of HRNF (and formerly WEHI shares)
Means nothing now to HRNF, as former CEO Pagnano drove HRNF into the ground all by himself.
Took the money (HRNF assets) and ran I think.
This thing will probably just dies a slow death and eventually get revoked.
where is Pagnano!
HRNF - Need the DTC chill to be lifted. A couple of collaborating folks pumped the inventory channels with billions of counterfeit markers.
There is an actual ask on this now. I am still restricted on Etrade though anyone else?
Zombie stock resurrection year. HRNF has a chance IMO
It is still in the no fly zone in my account…couldn't buy or sell a share if I wanted to. Gonna call my broker tomorrow and see what they say about it…holding the bag on quite a few shares. Hope it comes back into play. Always a possibility I suppose….$$$ Good Luck :))
Yea it has been but I'm really curious as to why people have bought shares a few times in the past couple weeks
bummer, called the TA and they said they were no longer acting as TA, no info. , and "HRNF was long gone". Did a little bit more digging and turned up Zero-nada-zilch. Seems to be a cooked goose.
Vmgi pulled out of that merger 2 months after they announced it.. I think that plan is dead
Hmmm….like to see this connection pan out…VMGI trading as a Weed Play $$$
http://www.prnewswire.com/news-releases/heathrow-natural-food--beverage-inc-announces-acquisition-and-change-of-control-corporate-actions-133524418.html
Could it be SOON for HRNF?
HRNF - MMJ chewing gum would be a nice transition. ;)
sorry I meant GUM, my thumbs are too big for my cell, LOL
C'mon give us some MJ chewing gun news. I'm still holding a bag here.
Do you have any info on this?
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Websites:
http://www.heathrownfb.com:
NOTE: Web page contains outdated info... ie: chill lifted. This is about previous chill. Also mentions products at companies that do not carry products.
HRNF - Share Structure (per Transfer Agent):
Outstanding Shares 6,862,663,580 as of February 15, 2011
Authorized Shares 10,000,000,000 as of February 15, 2011
Transfer Agent
Registrar and Transfer
1-800-525-7686
Henry @ ext. 2619 or Eric @ ext. 2596
Filings: http://www.pinksheets.com/pink/quote/quote.jsp?symbol=hrnf
Heathrow Natural Food & Beverage, Inc. Announces Acquisition and Change of Control, Corporate Actions
SOURCE Heathrow Natural Food & Beverage, Inc.
SEC Filing Requirements:
Company not required to file with SEC
15-12G filed on 10/18/2007
http://www.sec.gov/Archives/edgar/data/1171176/000121478207000241/wgl-form15.htm
This would include, but not limited to, Form 8-K's, 10-Q's, and 10-K's.
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