Metwood, Inc. (fka MTWD)

[EarnestDD]

MTWD regrets ever having met Vince and Ali.
jmo

[Hoops_McCann]

I noticed the price went back up once they got their name dissociated with UBRG. Smart move. They should never have been involved with that scam stock to begin with.

[Sumdude]

The SCAM started here yet??... sniff sniff..

[EarnestDD]

Another FLUFF PR that did not come to fruition.

UBRG has Many of these failed deals./b]
jmo

[burnout03]

ubrg and metwood = Universal Bioenergy's NDR Energy Group Signs MOA With JSG Solar, Announces Plans to Build $167 Million Solar Power Farm
IRVINE, Jun 03, 2013 (GLOBE NEWSWIRE via COMTEX) -- Universal Bioenergy Inc., (otcqb:UBRG), a publicly traded independent diversified energy company, that markets and distributes natural gas, electricity, petroleum and coal, announced that its subsidiary, NDR Energy Group, has signed a Memorandum of Agreement (MOA) with JSG Solar Inc., to build a solar power farm in eastern North Carolina, USA. The estimated cost to build the facility is $167 million. The project is projected to generate an estimated $301 million in revenues over 25 years.

The solar power facility would be owned by NDR Energy Group, which would make NDR an electric power producer. The solar facility would be built on approximately 425 acres of land and generate 80-100MW (megawatts) of electricity for sale to electric public utilities in the North Carolina service area. The estimated annual electricity production is 143.9 million kilowatt hours (kWh).

JSG Solar, Inc., is a comprehensive solar integrator providing engineering, design and installation services for solar PV and thermal systems. Prior to entering into the MOA, NDR Energy initiated discussions with a large North Carolina utility to sell to them the electric power generated from the facility via a 25 year term Power Purchase Agreement (PPA). NDR plans to execute the required regulatory filings, including the CPCN filing, in the near future.

[wilma6311]

That's truly some crazy stuff earnest. :)

[EarnestDD]

"Nicole deleted the tweet where she mentioned Solomon and the kids in July 2012".
From another poster.
jmo

[EarnestDD]

Wow ... "just found both Nicole and Ali on Twitter. She is his girlfriend. So his girlfriend owns 1.5bil shares of UBRG."
From another poster.
jmo

[Krysti]

The transaction of questionable legality involves REVO, Wilma.
The Rainco-GEG-Metwood transaction is not illegal. That transaction involved Metwood buying the debt of UBRG. And, as you say, Metwood is a 'third-party' buying UBRG debt. The deal could be presented as being an arm's length transaction.

By comparison, my scenario is that the Rainco-Greenwood-REVO transaction involved REVO buying its own debt when it bought Greenwood. If that scenario is correct then there is no third-party involved. And the deal is of questionable legality.

The parties involved in the REVO deal are all linked by their direct connection to Solomon Ali. He is a director of REVO; he remains connected to Rainco; and Greenwood is a Rainco spin-off.

The idea that Solomon Ali no longer directs the activities of Rainco is absurd, particularly when various SEC filings show that he and Nicole Singletary share the same residential address in North Carolina. Ms Singletary, you will recall, is reported as the key executive in Rainco, Greenwood and GEG.

[wilma6311]

krysti, I agree with everything in your other post except that I believe the document that Linc found was instrumental in revealing Rainco and not my findings. It pointed to Earnest Delong and the previous deal with Greenwood Financial and is what forced them to reveal Rainco's part in all of this.

I have said the same thing as to why Revo would buy a financial company when they had 8mil in losses as of Dec 2012 and absolutely no money to lend anyone.

If Shawn knew about GEG then why cancel the deal now. I understand they wanted to use it to uplist but they are no closer to uplisting now than they were before this was revealed. What's the difference...especially if it blows apart the deal...that they were aware of in the first place. Seems ridiculous.

In terms of it being illegal, Rainco provided them the means to remove 3.2mil in notes from the financials which could have been done by any other financing company who could have then converted them to the same amount of shares. Why would what they did be illegal when it could have happened with a financing firm?

[Krysti]

Rainco wanted to stay out of the picture.
The problem for Rainco was that GEG is an LLC. Therefore, the deal between GEG and Metwood had to be concluded with the LLC Members.

The majority shareholder has always been GEG but the controlling company was the unknown. It was supposed to be Metwood from the information we found out about tiered subsidiaries. Why couldn't they still have said it was Metwood. They are the ultimate parent?

Filing of the Members' purchase agreement between Metwood and GEG was bound to show Rainco as a member of the GEG LLC.

Will Metwood continue with the deal
There's absolutely no valid reason why Metwood should continue with the purchase of GEG.
There's absolutely nothing in it for them, as it won't help them to get uplisted.

Why Metwood should cancel the deal
As things stand (and if Shawn is to be believed) Metwood have given effective control of their company to a company that they did not intend to do a deal.
Having discovered the mistake the obvious thing to do is to cancel the deal and cancel the preference share issue.

That could be the reason for delayed 8-K and 10-K filings.

Did Shawn believe the truth of his oral statements
Competent due diligence by management at Metwood would have shown which GEG they were dealing with. Therefore it is inconceivable that they did not know they were dealing with Rainco.

The only way that Shawn could have held an honest belief in what he told you (about GEG being a Scottish company) is if he was the victim of a fraud. And I do not believe he was.

[Krysti]

Ali was forced to reveal Rainco's role, wilma.
The pressure came on three fronts:
1. Your discovery of the Metwood filing.
2. Linc's discovery that DeLong had incorporated GEG in Georgia.
3. The fact that, despite Ali issuing misleading PRs, DeLong has ensured that UBRG always files accurate statements in the 10-Q

The GEG (UK) Ruse
I don't think it was ever intended to develop a ruse that GEG was the company in Inverness. The clues given about GEG (being a London-based holding/investment company) didn't point to the GEG of Inverness, Scotland.
The fiction of the Scottish company only developed because you put it to Shawn, and he went along with it.
The original intention was merely to leave the company's identity obscured. And leave shareholders guessing.

Why would Metwod buy GEG (UK)
There never was a valid reason why Metwood would buy GEG (UK) for its fabrication business. Similarly, there was no commercial reason why GEG would buy Metwood for its patents.

Why would Metwood buy UBRG
There is no commercial reason for Metwood acquiring UBRG. Neither company benefits from the deal. Metwood doesn't have the money that UBRG needs to finance operations. And UBRG doesn't have the profits that Metwood needs to uplist.

When you have a hammer everything resembles a nail
Ali and DeLong are repeating what they've done before.
When they did this scheme previously they had REVO become the 'parent' of Greenwood. That was a financial holding company that they spun off from Rainco. There's no reason why a patent and technology company would buy a financial company.
They repeated this with Metwood becoming the 'parent' of GEG (a financial holding company). UBRG was acquired as collateral baggage held by GEG. There's no reason why a residential construction company would buy an energy marketing company.

[wilma6311]

krysti, another question, when we found out Metwood was the majority shareholder in your scenario, don't you think ppl would have questioned how and why a company that does residential construction would be beneficial to UBRG? Do you think they were planning to continue the ruse that GEG was in the UK?

Why did they have to reveal Rainco because of what I found...I am not sure I get where you are going with that.

[wilma6311]

krysti, Did you mean Rainco here?

Your discovery of the 8-K caused problems, Wilma.
Without it UBRG could have shown Metwood, and not GEG, as the majority shareholder. They could then have avoided having to give any details of GEG to shareholders (when asked about GEG they would have said that Metwood, as parent company was now the relevant shareholder).

The majority shareholder has always been GEG but the controlling company was the unknown. It was supposed to be Metwood from the information we found out about tiered subsidiaries. Why couldn't they still have said it was Metwood. They are the ultimate parent?

I agree the deal is unraveling as far as Metwood is concerned but in the end they will go along with it. That's my feeling.

How could the owners of Metwood have their heads so far in the sand that they did not see that GEG was not actually the one in the UK. Do you think Shawn believed what he was telling me?

He actually thought the release of this news would allow them to uplist.

[Krysti]

Your discovery of the 8-K caused problems, Wilma.
Without it UBRG could have shown Metwood, and not GEG, as the majority shareholder. They could then have avoided having to give any details of GEG to shareholders (when asked about GEG they would have said that Metwood, as parent company was now the relevant shareholder).

When you started digging about GEG the gig was up.

Now they dare not continue with the ruse that rhe DeLong GEG has anything to do with the GEG in Inverness.

Amended 8-K
My guess is that the missing 8-K will not be filed with the accounts of GEG. They will file a notice that the transaction was cancelled after discoveries made during due diligence.

Missing 10-K
I have no idea why they wouldn't file the 10-K.
They should file what they have, and amend it at a later date to reflect that the deal with GEG has unraveled.

There's probably some heated arguments going on at this time between the auditor, Rainco and Metwood. With Metwood feeling that their company has been draged into a quagmire created by UBRG, with the assistance of the auditor.

was now Metwood,as the parent company).put them in a hole

[wilma6311]

krysti, what is your opinion on the missing 10k and Amended 8k with the GEG financials?

[Krysti]

Shawn at Metwood isn't to be trusted, Wilma.
The deal spells it out:
1. The buyer (Metwood) is restricted by covenants given to the holder of preference shares (Rainco)
2. The seller (Rainco) can take a controlling stake in the buyer (Metwood) on conversion of preference shares.
3. Metwood 'owns' GEG but Rainco has effective control over Metwood.

Rainco did precisely that with the REVO purchase of Greenwood.
Greenwood, like GEG, was a spin-off from Rainco.

Here's a likely scenario, drawn from the REVO transaction.
1. Rainco held a fistful of promissory notes from REVO. Those notes had a paper value, but were not receiving the interest payments due.
2. Rainco packaged those notes into a new company (Greenwood)
3. REVO then bought Greenwood (for $18m) by issuing REVO preference shares to Rainco.

The effects were:
1. A circular transaction in which REVO bought back its own promissory notes; and
2. A PR (which, as a fact) was supported by paid promotions
3. A jump in the REVO share price, because of their 'purchase' of Greenwood
4. An increase in REVO volume, which enabled shares to be dumped.

The problem with that scheme is that it is borders on the illegal. And may cross that border.

So with UBRG they changed it. Instead of having UBRG buy back their own debt they introduced a third party. That's where Metwood comes into the picture. Metwood was sufficiently at arm's length to be a buyer of UBRG debt.
So, instead of selling UBRG debt back to UBRG they sold it to Metwood. A perfectly legal transaction.

[wilma6311]

krysti, Shawn at Metwood said it was not a reverse merger. I told him about the article I saw and he said it was someones opinion of what happened but its not the case. Wonder if he was wrong on that too.

[Krysti]

Rainco did the same thing with REVO, Bgallatin.
They 'sold' a newly created spin-off company, in return for preference shares. Holders of the preference shares were granted covenants which gives them effective control of the so-called 'buyer' and its Board.

The issue of Metwood preference shares shows that Rainco is repeating the scheme used with Rainco.

By holding the preference shares Rainco has completed what is, in effect, a reverse take-over of Metwood.

[wilma6311]

Bgall, Yeah, have to agree on that.

[Bgallatin]

The whole situation and relationship between Metwood, GEG/Rainco, and UBRG makes a person feel like they've processed a sausage for lunch in reverse.

Ok it does me anyway.

2 days late now I wonder how long they'll go

[wilma6311]

Metwood was going to file on the due date of 9/30 but decided for some reason to hold off. My thought is that it was pressure from Ali who didn't want it revealed who GEG was before their filing came out. Shawn said the filing was ready and would be filed on time and then didn't do it. When I talked to him he said how important it is to file on time and they were just delisted from the OTC and it was a pain. But then when it was time to file he made up some bs about needing info from a third party. When someone called him last week he was on vacation. Must have been visiting the third party that was holding up the filing...or not.

A company that's trying to uplist should not start deceiving investors this early in the game...also, you need a period of ontime filings in order to do that. They need to get it together or give up.

[Hoops_McCann]

I was wondering the same thing. It must be bad news.

[Bgallatin]

Why in the heck havent these people filed their 10k? It was due by yesterday wasnt it?

[Sumdude]

LMAO!!!!! ANY TIME NO SHAREHOLDER APPROVAL of dilution

dont pay attention to the flashing red light screaming scam Bgall..

just look at the pretty PR's.. wouldnt it be great if it was the GEG from Europe lets daydream on that..

ill pass.. MTWD BROKE AND DILUTING ALREADY RIGHT ON CUE

MTWD THE NEW SHORTERS PARADISE...

[wilma6311]

BGall, per the agreement with GEG, MTWD issued 20mil shares of preferred stock in order to complete the agreement with GEG.

This is nothing more than an FYI and yes they can now increase shares w/o shareholder approval but if the GEG is the one in the UK...I would be excited. IMO

Did you see my post on the GEG Financials. Let me know what you think. I know you had checked them out once upon a time. Do you remember the financials saying 2010 and 2011 previously?

[EarnestDD]

Metwood can change its share structure at any time without the approval of shareholders.

A Dilution Scam on the horizon.

The total number of shares of "Preferred Stock" that the Corporation is authorized to issue is 40,000,000 shares with a par value of $0.001 per share.
Grant to the Board of Directors the full right and authority to increase or otherwise change the authorized shares of common stock and preferred stock without any shareholder action or approval.
Grant to the Board of Directors the full right and authority to change the name of the Corporation at a future date without out any shareholder action or approval.

jmo

[Bgallatin]

Check out this link wilma.. not exactly sure what this means for MTWD since im not really following it http://www.sec.gov/Archives/edgar/data/32567/000126493113000536/0001264931-13-000536-index.htm

[EarnestDD]

$250 in gross trades is Pathetic actually.
lololol
jmo

[wilma6311]

Wow, great increase! Wonder what's going on. LOL

[Sumdude]

I'd say they are worth less than worthless because they are losing money. makes sense to me..

good job ERNEST.. keepin it real.

hate to see someone get duped into buying this junk when they add the additional cash losses due to the newly acquired junk companies.

Meatwood is just a front to dump stock. look for forward split soon to "add shareholder liquidity and value"... too funny.

[wilma6311]

Earnest, abt 99 pct of shares are owned by two people.

[wilma6311]

earnest, why is it a worthless scam?

Do you have something to support your opinion?

[EarnestDD]

No one wants to buy the worthless MTWD Scam.
jmo

[wilma6311]

Earnest, do you have proof its a scam?

What do you mean by wash.

[EarnestDD]

A worthless Scam??? As a shell it has value. The business is a wash.
jmo

[wilma6311]

Earnest, how do you know they didn't dare to put a value on the patents? They said the fair value could not be determined. What do you mean they didn't dare to do it. Does that make them a worthless scam?

[EarnestDD]

MTWD didn't even dare put a value on the patents. They are that worthless.
jmo

[wilma6311]

earnest, That didn't say there was not value.

The fair value has not been determined.

Do you know if the fair value was zero? You said they were worthless and the company was a scam. Can you provide some backup for that?

[EarnestDD]

"Patents - We have been assigned several key product patents developed by certain company officers. No value has been
recorded in our financial statements because the fair value of the patents was not determinable within reasonable limits
at the date of assignment."
Patents still carried at NO Value on the financials.
jmo

[wilma6311]

Earnest, how are they a failure?

How are the patents a failure. I was just wondering if you knew something. Thank you for your input.

[EarnestDD]

MTWD is a failure. as are its patents
jmo

[wilma6311]

Earnest, but how do you know. Are you familiar with fabricating services? Summarize their patents for me so I know how they are worthless.

[EarnestDD]

Pathetic Sales. Obviously the patents have little to no value.
jmo

[wilma6311]

Earnest, How do you know the patents are worthless? To say they are is not proof. Are you familiar with this company or with this industry?

[EarnestDD]

Financials are pathetic. Patents obviously have no value as they generate little to no sales.
jmo

[wilma6311]

Earnest, In what way do they appear worthless!

They appear to have consistent revenues and have nine patents. What proof do you have they are worthless?

[EarnestDD]

MTWD appears worthless.
jmo

[wilma6311]

What proof do you have its a scam?

I'd be interested to know because Metwood appears legitimate to me.

[Sumdude]

Ya better load up or.... somthing..
theres gonna be a rush of people buying... hmmm no..

at least Meatwood is a cool name...oh its metwood :(
i got nothing