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How ya figure?
With some new people at the helm(VloC) maybe it will head in the right directin,though the economy could make it tougher?
They hocked their assets and fled the country.
What happened to all the old posts here?
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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>/in/edgar/work/20000607/0001015402-00-001640/0001015402-00-001640.txt : 20000919
<SEC-HEADER>0001015402-00-001640.hdr.sgml : 20000919
ACCESSION NUMBER: 0001015402-00-001640
CONFORMED SUBMISSION TYPE: S-8
PUBLIC DOCUMENT COUNT: 4
FILED AS OF DATE: 20000607
EFFECTIVENESS DATE: 20000607
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: MAS ACQUISITION XIX CORP
CENTRAL INDEX KEY: 0001093989
STANDARD INDUSTRIAL CLASSIFICATION: [9995
] IRS NUMBER: 911871963
STATE OF INCORPORATION: NV
FISCAL YEAR END: 1231
</COMPANY-DATA>
FILING VALUES:
FORM TYPE: S-8
SEC ACT:
SEC FILE NUMBER: 333-38774
FILM NUMBER: 650915
</FILING-VALUES>
BUSINESS ADDRESS:
STREET 1: 2963 GULF TO BAY BOULEVARD
STREET 2: SUITE 265
CITY: CLEARWATER
STATE: FL
ZIP: 33759
BUSINESS PHONE: 8136697781
</BUSINESS-ADDRESS>
MAIL ADDRESS:
STREET 1: 1710 E DIVISION ST
CITY: EVANSVILLE
STATE: IN
ZIP: 47711
</MAIL-ADDRESS>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>0001.txt
<TEXT>
As Filed With The Securities And Exchange Commission on March 28, 2000
REGISTRATION NO. 333-
-------------
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------
PINNACLE BUSINESS MANAGEMENT, INC.
(Exact Name of Registrant as Specified in Its Charter)
NEVADA 91-1871963
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2963 Gulf to Bay Boulevard, Suite 265
Clearwater, Florida 33759
(Address of Principal Executive Offices, Including Zip Code)
Consulting Agreement
(Full Title of the Plan)
--------------------
Jeffrey G. Turrino
2963 Gulf to Bay Boulevard, Suite 265
Clearwater, Florida 33759
(727) 669-7781
(Name, Address, and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================
Title of Amount to be Proposed Maximum Proposed Maximum Registration
Securities Registered Offering Price Aggregate Fee
per Share (1) Offering Price
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common
Stock 10,920,024 $ 0.15 $ 1,638,003 $ 470.11
==============================================================================
(1) Estimated solely for the purpose of computing the amount of
the registration fee pursuant to Rule 457(c) based on the
closing bid price on April 5, 2000.
</TABLE>
1
<PAGE>
EXPLANATORY NOTE
Pinnacle Business Management, Inc., ("PCBM") has prepared this Registration
Statement in accordance with the requirements of Form S-8 under the Securities
Act of 1933, as amended (the "1933 Act"), to register certain shares of common
Stock, $.001 par value per share, issued to certain selling shareholders.
Under cover of this Form S-8 is a Reoffer Prospectus PCBM prepared in accordance
with Part I of Form S-3 under the 1933 Act. The Reoffer Prospectus may be
utilized for reofferings and resales of up to 10,920,024 shares of common stock
Acquired by the selling shareholders.
2
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
PCBM will send or give the documents containing the information specified in
Part 1 of Form S-8 to employees or consultants as specified by Securities and
Exchange Commission Rule 428 (b) (1) under the Securities Act of 1933, as
amended (the "1933 Act"). PCBM does not need to file these documents with the
Commission either as part of this Registration Statement or as prospectuses or
Prospectus supplements under rule 424 of the 1933 Act.
3
<PAGE>
REOFFER PROSPECTUS
PINNACLE BUSINESS MANAGEMENT, INC.
2963 GULF TO BAY BOULEVARD, SUITE 265
CLEARWATER, FLORIDA 33759
(727) 669-7781
10,920,024 SHARES OF COMMON STOCK
The shares of common stock,$0.001 par value per share, of Pinnacle Business
Management, Inc. ("PCBM", "Pinnacle, or the "Company") offered hereby (the
"Shares") will be sold from time to time by the individuals listed under the
Selling shareholders section of this document (the "Selling Shareholders"). The
Selling Shareholders acquired the Shares pursuant to Consulting Agreements for
consulting services that the Selling Shareholders provided to PCBM.
The sales may occur in transactions on the OTC Bulletin Board market at
prevailing market prices or in negotiated transactions. PCBM will not receive
Proceeds from any of the sale the shares. PCBM is paying for the expenses
incurred in registering the Shares.
The Shares are "restricted securities" under the Securities Act of 1933 (the
"1933 Act") before their sale under the Reoffer Prospectus. The Reoffer
Prospectus has been prepared for the purpose of registering the Shares under the
1933 Act to allow for future sales by the Selling Shareholders to the public.
The securities being registered are subject to the limitations imposed by Rule
144(e) on the sale of shares on the open market. To the knowledge of the
Company, the Selling Shareholders have no arrangement with any brokerage firm
For the sale of the shares. The Selling Shareholders may be deemed to be an
"underwriter" within the meaning of the 1933 Act. Any commissions received by a
broker or dealer in connection with resales of the Shares may be deemed to
be underwriting commissions or discounts under the 1933 Act.
PCBM'S common stock is currently traded on the OTC bulletin Board under
the symbol "PCBM."
------------------------
This investment involves a high degree of risk. Please see "Risk Factors"
beginning on page 17.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS REOFFER PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------------------
APRIL 4, 2000
4
<PAGE>
TABLE OF CONTENTS
Where You Can Find More Information 5
Incorporated Documents 5
The Company 7
Risk Factors 17
Use of Proceeds 20
Selling Shareholders 21
Plan of Distribution 21
Legal Matters 22
Experts 22
------------------------
You should only rely on the information incorporated by reference or provided in
this Reoffer Prospectus or any supplement. We have not authorized anyone else
to provide you with different information. The common stock is not being
offered in any state where the offer is not permitted. You should not assume
that the information in this Reoffer Prospectus or any supplement is accurate as
of any date other than the date on the front of this Reoffer Prospectus.
WHERE YOU CAN FIND MORE INFORMATION
PCBM is required to file annual, quarterly and special reports, proxy statements
and other information with the Securities and Exchange Commission (the "SEC") as
required by the Securities Exchange Act of 1934, as amended (the "1934 Act").
You may read and copy any reports, statements or other information we file at
the SEC's Public Reference Rooms at:
450 Fifth Street, N.W., Washington, D.C. 20549;
Seven World Trade Center, 13th Floor, New York, N.Y. 10048
Please call the SEC at 1-800-SEC-0330 for further information on the Public
Reference Rooms. Our filings are also available to the public from commercial
document retrieval services and the SEC website (http://www.sec.gov).
INCORPORATED DOCUMENTS
The SEC allows PCBM to "incorporate by reference" information into this Reoffer
Prospectus, which means that the Company can disclose important information to
you by referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this Reoffer
Prospectus, except for any information superseded by information in this Reoffer
Prospectus.
5
<PAGE>
PCBM's Report on Form 8-K, dated March 6, 2000 is incorporated herein by
reference. PCBM also incorporates herein by reference the Form 10-SB, as
amended, filed by MAS Acquisition XIX Corp., the Company's predecessor,
originally filed on August 31, 1999. In addition, all documents filed or
subsequently filed by the Company under Sections 13(a), 13(c), 14 and 15(d) of
the 1934 Act, before the termination of this offering, are incorporated by
reference.
The Company will provide without charge to each person to whom a copy of this
Reoffer Prospectus is delivered, upon oral or written request, a copy of any or
all documents incorporated by reference into this Reoffer Prospectus (excluding
exhibits unless the exhibits are specifically incorporated by reference into the
information the Reoffer Prospectus incorporates). Requests should be directed to
the Chief Financial Offer at PCBM at PCBM's executive offices, located at 2963
Gulf to Bay Boulevard, Suite 265, Clearwater, FL 33759. PCBM's telephone number
is (727) 669-7781.
6
<PAGE>
THE COMPANY
BUSINESS
This Reoffer Prospectus contains certain forward-looking statements within the
meaning of the federal securities laws. Actual results could differ materially
from those projected in the forward-looking statements due to a number of
factors, including those set forth under "Risk Factors" and elsewhere in this
Reoffer Prospectus.
SUMMARY
Pinnacle Business Management Inc. ("PCBM", Pinnacle" or the "Company") is a
holding company with two subsidiaries actively engaged in consumer lending and
deferred deposit services. Pinnacle is a Nevada corporation chartered in May
1997.
Originally, Pinnacle was a wholly owned subsidiary of 300365 BC, Ltd. d/b/a
Peakers Resources Company, a Canadian corporation ("Peakers"). Peakers was
organized in 1986 to conduct mining operations, but never actively engaged in
business. On May 15, 1997, the shareholders of Peakers agreed to exchange all
the shares of the Peakers with the shares of the Company on a share-for-share
basis. Peakers became inactive and its business was wound up. United States
residents now own the majority of Pinnacle's shares.
In 1997, Pinnacle acquired Fast Title Loans, Inc.("Fast Title"). It did so by
forming JTBH Corporation, a wholly owned subsidiary, which merged with Fast
Title on a share for share basis. Fast Title was the surviving entity and is now
a wholly owned subsidiary of Pinnacle.
Fast Title is a consumer lender chartered in Florida in April, 1996. It makes
relatively short term loans on the basis of a security interest in vehicle
titles.
In 1998, Pinnacle formed Fast PayCheck Advance of Florida, Inc.("Fast
PayCheck"), also a wholly owned subsidiary. Fast PayCheck is a Florida
corporation. Fast Paycheck offers deferred deposit services to individual
customers who find it difficult to obtain credit.
In 1998, Pinnacle formed Summit Property, Inc. ("Summit Property"), a Florida
corporation. Summit Property is inactive.
Effective March 6, 2000, Pinnacle acquired MAS Acquisition XIX Corp. ("MAS XIX")
by exchanging 1,525,000 shares of Pinnacle stock for substantially all of the
outstanding shares of MAS XIX. As a result, MAS XIX is a subsidiary of Pinnacle.
It is not actively engaged in business.
BUSINESS OF THE ISSUER
Pinnacle is a Company in transition. In the past, Fast Title, its consumer
lending subsidiary, has generated all of its revenues. Fast Title lends money
short-term, secured by the borrower's vehicle title. Certain local ordinances
recently enacted create a hostile environment for the title loan business. As a
7
<PAGE>
result, the Company plans to discontinue its efforts to expand the Fast Title
business. It plans, instead, to concentrate on the Fast PayCheck business and
its potential for growth.
Fast PayCheck offers payday deferred deposit services to individuals. The
maximum amount of a deferred deposit is $500. The Company has recently signed an
agreement to offer Fast PayCheck services through Mail Boxes Etc. USA, Inc.
stores ("MBE Agreement"). Management is very optimistic about the potential for
growth in this business endeavor. Operations are expected to render a yield to
the Company, which should grow conservatively for several years into the future.
Mail Boxes Etc. USA, Inc. ("MBE") has over 3000 locations in the United States.
Locating in even a fraction of these stores could greatly expand the business of
Fast PayCheck.
Illustrated below is an estimate of the percentage of total revenue contributed
to Pinnacle by Fast Title operations compared to Fast PayCheck operations;
<TABLE>
<CAPTION>
<C> <S> <C> <C>
1997 Fast title = 100% Fast PayCheck = 0%
1998 Fast title = 99% Fast PayCheck = 1%
1999 Fast title = 95% Fast PayCheck = 5%
</TABLE>
In 1999, the Company has spent approximately $100,000 on new proprietary
software to process its payday deferred deposit operations. This system also
services the title loan business; it accepts and processes all information
necessary for Pinnacle's bookkeeping system.
These costs are incurred at the same time the cash flow from Fast Title is
decreasing. Management believes that any negative impact on revenues will be
temporary. Net income should increase as the new operations begin generating
revenues.
Fast Title
Fast Title loans money on motor vehicle titles. It markets loans to individuals
and businesses with poor or non-existent credit. Fast Title provides fast
access to short-term cash loans. Borrowers pledge the title of their vehicle as
collateral. The Company will not accept a vehicle as collateral unless there
are no other outstanding liens on the vehicle. No credit checks on the
individual are required. The individual generally retains the use of his
vehicle during the loan period.
Loan amounts are generally less than 40% of the blue book value of the
collateral. The maximum interest rate is 22% per month, the maximum allowed by
Florida law. The average net yield to the Company is 12%. The average loan is
$500.00. The average term of a loan is four months, but the term may extend to
a year. In Florida, the law provides that a creditor may keep any surplus
realized from the repossession and the sale of the vehicle. Fast Title, however,
does not repossess vehicles on a regular basis. It is the policy of the
8
<PAGE>
Company to repossess only if there is no activity on the account for 60 days,
and only after efforts are made to secure repayment of the loan. In 1999, Fast
Title netted approximately $1,200 from the sales of repossessed vehicles.
Fast Title recently consolidated its eight store front locations, and now
markets its services through six store locations, telephone solicitation and
newspaper and Yellow Pages advertisements. Management plans to keep the six
store locations open but does not intend to open any more stores. Fast Title
holds a consumer lending license from the State of Florida pursuant to Florida
Statutes Chapter 538. This license requires Pinnacle to register and pay a fee
for each location. Pinnacle is subject to the pawn broker laws of Florida.
Fast Title Competition
Fast Title's primary competitor is Florida Title Loans, Inc.("Florida Title").
Florida Title has 300 locations in the Southeast and has a long operating
history. Florida Title has a loan to value ratio of 33% of the wholesale value
of the collateral. Fast Title has a loan to value ratio of up to 50% of the
wholesale value of the collateral. Fast Title therefore competes with the
larger distribution base by attracting a wider market.
Fast Title's second major competitor is Speedy Cash. Speedy Cash has
approximately 200 locations. Speedy Cash is located in the states of Florida,
Georgia, Mississippi, South Carolina and North Carolina. Management believes
that it effectively competes with Speedy Cash. The presence of these competitor
companies is favorable for Fast Title. These companies advertise heavily. This
publicity educates consumers about the title loan method of borrowing cash.
Fast Title to some extent experiences the same seasonal fluctuations that any
consumer lending facility would experience. It may experience a slight increase
in business during the Christmas season, for example. It is not, however,
considered a seasonal business. Any such fluctuations are relatively minor and
are not considered by Management in the overall planning and budgeting for the
Company.
Fast PayCheck
Fast PayCheck offers deferred deposit services to individuals with poor or
non-existent credit or who need short-term financing. Fast PayCheck provides
fast access to short-term cash. Customers complete an application. If accepted,
the customer writes a post-dated personal check to Fast PayCheck. Fast PayCheck
then issues the customer a debit card. Pinnacle holds the personal check until
the customer's payday, and then electronically debits the individual's bank
account. The transaction is considered an exchange of a payment instrument for a
payment instrument. As a result, Fast PayCheck is not considered a paycheck
lender, but a money transmitter. No credit checks on the individual are
required.
Fast PayCheck charges the customer a fee of 10% of the check amount and a $5
transaction fee. The maximum amount of a loan is $500.00. The average loan is
$200. The maximum term of a loan is two weeks. The Company receives an average
return of 25% per month on these transactions.
9
<PAGE>
Pinnacle has a contract with Comdata Network, Inc. d/b/a Comdata
Corporation ("Comdata") and Master Card to issue the borrower the pre-credited
private label debit card for the amount of the personal check minus the fees
charged. Distribution of funds to the customer is only made through this debit
card system. This insures maximum security at the store locations by
eliminating the need for each store to carry large amounts of cash. The Company
keeps a bank account by agreement with Master Card. This account generally keeps
a balance of up to $50,000. Purchases made by a customer's use of the debit
card are deducted from Pinnacle's Master Card cash account. If Pinnacle does not
keep sufficient cash in the account, Master Card will not honor debit card
purchases.
Pinnacle also has a remarketing agreement with Comdata. This allows Pinnacle to
offer the card to its competitors and receive transactional revenue from the
card usage. At the present time, the Company receives little income from this
agreement. Pinnacle also receives recurring revenue through a per transaction
fee associated with the customer's use of the Fast PayCheck debit card.
In third quarter 1999, Fast PayCheck and Pinnacle signed a three year contract
with MBE to offer Fast PayCheck services in MBE locations throughout the United
States. MBE is a franchiser of retail outlets ("MBE Centers") which provide a
variety of postal, business and communication services to businesses and the
general public. Through this Agreement, Fast PayCheck may offer its services in
any participating MBE Centers. To participate, an individual franchisee must
agree to offer Fast PayCheck services in their MBE Center. The MBE Agreement
carries an option to renew upon terms agreed to by MBE, Pinnacle and Fast
PayCheck.
Under the terms of the MBE Agreement, customers complete the application and
provide it to MBE personnel. MBE Centers fax the documents to Pinnacle's call
center and distribute a card to the borrower at the MBE location. MBE is paid
$3.50 per transaction. Management intends the call center to receive the fax
application from the MBE centers, qualify the application, enter the customers
information into the computer, re-fax the approval or denial and activate the
debit card for the customer.
Currently, Fast PayCheck offers its services in Fast Title and Florida MBE
Center locations. Pinnacle intends to expand into a multi-state operation in the
year 2000 offering services in MBE Centers. By the end of 2001, Management
plans to expand into every MBE location in states with laws favorable to the
provisions of Fast PayCheck services. Several states have usury laws, for
example, that would prohibit Fast PayCheck practices. Management estimates that
as many as 2800 MBE stores are located in favorable states. At this time,
Pinnacle has applied for the appropriate licenses in Idaho, Missouri, Utah and
Indiana.
10
<PAGE>
Fast PayCheck holds a license from the State of Florida Department of Banking
and Finance pursuant to the provisions of Florida Statutes 560.200 through
560.213.
Fast PayCheck Competition
Fast PayCheck competes with paycheck lenders and check cashers. Its largest
competitor is Ace Check Cashing. Ace has approximately 1,800 locations
throughout the United States. However, Ace cashes checks. Fast PayCheck can
offer a customer the use of funds before the paycheck is actually deposited.
Therefore, Ace's competitive effect is minimal.
Several companies offer payday advance loans. These companies are considered
lenders and must comply with consumer lending laws to a greater extent than Fast
PayCheck. These companies have received a great deal of negative press because
they will "roll" the loaned amount into a greater loan term with the payment of
additional fees. Many customers find themselves having to borrow against their
paycheck in this manner every pay period. Fast PayCheck will not roll any
amounts forward. Fast PayCheck will not credit the debit card unless all prior
amounts have been paid through the electronic debit. As a result, a true
comparison of Fast PayCheck and traditional paycheck advance
lenders cannot be made.
Fast PayCheck's payday advance business has not operated for a full fiscal year.
Presently, Management does not know whether Fast PayCheck's business will be
seasonal in nature. Management anticipates a small increase in business during
the Christmas season as individuals need cash to meet holiday expenses.
EMPLOYEES
Pinnacle has four full time employees. Fast Title employs 11 people. Of the
Fast Title employees, eight manage the stores and three are administrators in
the corporate office.
Fast PayCheck currently employs 15 people. Currently, ten employees operate the
call center. Management is currently hiring more employees to man the call
center. More people will be added as additional business is added from the MBE
Agreement. At this time, it is not possible to estimate the amount of business
the MBE Agreement will generate or the resulting number of employees needed by
Fast PayCheck.
Both Michael Bruce Hall and Jeff Turino have employment agreements with the
Company.
REGULATIONS
GENERAL. The Company is, or expects to be, subject to regulation in several
jurisdictions in which it operates, including jurisdictions that regulate check
cashing fees, or require the registration of check cashing companies or money
transmission agents. The Company is also subject to regulation in jurisdictions
where it offers title loans. In addition, Pinnacle is subject to federal and
11
<PAGE>
state regulation relating to the reporting and recording of certain currency
transactions.
STATE REGULATIONS. Florida law requires licensing and regulates check cashing
fees. The ceiling on fees is in excess or equal to the fees charged by the
Company.
As the Company's operations expand, check cashing fee ceilings in additional
jurisdictions could have an adverse effect on the Company's business. Existing
fee ceilings could restrict the ability of the Company to expand its operations
into certain states.
The Company must be licensed as a check casher in all jurisdictions in which it
offers payday deferred deposit services and must comply with the regulations
governing those services. In addition, in some jurisdictions, check cashing
companies or money transmission agents are required to meet minimum bonding or
capital requirements and are subject to record-keeping requirements.
FEDERAL REGULATIONS. The Money Laundering Suppression Act of 1994 added a
section to the Bank Secrecy Act requiring the registration of businesses, like
the Company, that engage in check cashing, currency exchange, money
transmission, or the issuance or redemption of money orders, traveler's checks,
and similar instruments. The purpose of the registration is to enable
governmental authorities to better enforce laws prohibiting money laundering and
other illegal activities. The registration requirement was suspended pending
the adoption of regulations implementing the statute, and in May 1997, the
Financial Crimes Enforcement Network of the Treasury Department ("FinCEN")
proposed regulations for comment. In August 1999, FinCEN announced the adoption
of final implementing regulations, effective September 20, 1999. The
regulations require "money services businesses" to register with the Treasury
Department, by filing a form to be adopted by FinCEN, by December 31, 2001, and
to re-register at least every two years thereafter. The regulations also
require that a money services business maintain a list of names and addresses
of, and other information about, its agents and that the list be made available
to any requesting law enforcement agency (through FinCEN). That agent list must
first be maintained by January 1, 2002, and must be updated at least annually.
Though FinCEN must adopt further regulations and procedures to more fully
implement these requirements, based on the newly adopted regulations, management
of the Company does not believe that compliance with these requirements will
have any material impact on the Company's operations.
In November 1999, the Federal Reserve Board proposed new regulations that would
include "payday loans" as credit for purposes of the federal Truth in Lending
Act. The Company's lending activities may be subject to the new regulations, if
the Company's activities are included in the definition of payday lending. The
proposed regulations require that payday lenders clearly disclose the interest
rate of the loan, calculated on an annual basis, to consumers applying for
credit. The Company expects that the effect of the proposed regulations on the
company will be minimal because Florida law already requires such disclosures,
and the Company complies. The regulations, if adopted, would become effective
October 1, 2000. Compliance with the proposed regulations is optional until that
date.
12
<PAGE>
To the extent that use of the debit card falls within the Electronic Funds
Transfer Act, Federal Reserve Board Regulation E will apply to Fast PayCheck
transactions. These govern electronic funds transfers ("EFT") between customer
accounts. Primarily, the Act and regulation: (1) require EFT merchants to
provide customers with certain disclosures, (2) detail the circumstances under
which an EFT merchant may issue a card, (3) limit a customer's liability for a
lost or stolen card, and (4) require EFT merchants to follow certain dispute
resolution procedures.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Management's discussion is based on an analysis of the audited year end
financial statements for 1997 and 1998, and unaudited financial statements for
year end 1999.
Plan of Operation
Operating expenses for the Company are approximately $1,100,000 annually.
Management expects that expenses will be greater in the near future, due to the
costs of expansion of Fast PayCheck services.
The Company has suffered substantial net operating losses in each of 1997 and
1998. Management expects audited 1999 financial statements to also indicate a
net loss. In addition, the Company has a $100,000 note payable with an investor
that expired May 14, 1999. The investor has not yet called this loan. There is
no agreement as of yet to the terms of a possible reinstatement. Moreover, the
Company has approximately one million dollars in debt that will mature between
February 28, 2000 and December 31, 2000. At this time, it is unlikely that the
Company will have adequate capital available to repay the debt. If these loans
are called, the Company's financial condition will be further negatively
impacted. The Company is also defending various lawsuit claims which, if lost,
would negatively impact the Company. Even if the outcome is positive, the cost
to the Company in legal fees and employees' time is substantial.
To meet these needs over the next twelve months, Management is pursuing both the
reduction of debt and the increase of revenue. The Company is negotiating with
investors to either extend the existing obligations or convert the debt to
equity. Additionally, Management is vigorously defending the lawsuits that have
been filed. Management believes that the Company is entitled to certain offsets
against the claims in litigation. Further, Management is seeking an alliance
partner or banking institution that could offer long-term debt to carry the
expenses of the Company until revenues are increased.
13
<PAGE>
At the same time, Management expects revenues to increase as the MBE Centers
begin processing Fast PayCheck services. Any increase will be affected by the
length of time it takes to complete the licensure process in each state, and the
agreement of each of the franchisees to start servicing Fast PayCheck customers.
The number of customers who participate at each location will also affect any
increase.
Further, future income could be severely affected by new federal laws, various
state laws and/or local ordinances that Fast PayCheck may encounter. For
example, should federal interest rates continue to rise, the cost of funds to
Fast PayCheck may increase. State usury laws may limit any increase Fast
PayCheck can pass through to its customers. This could effectively reduce Fast
PayCheck's margin and therefore reduce revenues.
Past and Future Financial Condition
Total Assets of the Company are $1,426,508 at year end 1997; $1,606,122 at year
end 1998, and $1,749,799 at year end 1999. The slight increase is attributable
primarily to the acquisition of computer equipment and software. The deferred
tax benefit realized in 1998 and 1999 accounts for the increase as well.
Liabilities, however, have substantially increased from $1,724,497 at year end
1997 to $2,033,959 at year end 1998, and $2,078,376 at year end 1999. The
increase is due in large part to maturing long term debt. This results in a
current stockholders' deficit as reflected in the financial statements.
Management cautions that the current financial condition of the Company will
continue in its weak condition until and unless the business envisioned in the
MBE Agreement materializes.
Results of Operations
Revenue has decreased from $1,459,026 at year end 1997 to $633,478 year end
1998. In 1999, Management estimates revenue of $409,341. This is due to the
loss of business experienced by Fast Title. Unfortunately, operating expenses
continue to increase over the same time period, from $1,063,372 year end 1997 to
$1,101,311 year end 1998. In 1999, year end operating figures are estimated to
be $1,553,392. The amount of expenses is reasonable considering the expansion
and litigation expenses the Company has borne. As a result, Management believes
that the financial condition of the Company will improve substantially by 2002.
Liquidity
Maintaining sufficient liquidity is a material challenge to Management at the
present time. The Company has customer loans receivable of $1,001,658 in 1997;
$804,708 in 1998; and $839,851 in 1999. With the application of net allowance
for doubtful accounts, this results in a net loans receivable of $870,965 in
1997; $743,877 in 1998; and $831,268 in 1999. Further, the Company owns a note
receivable dated December 29, 1997 for $25,000 with 18% per annum interest. The
principal balance and accrued interest is due and payable on the earlier of (1)
a private placement being completed in whole or part including but not limited
to, any escrow disbursements of any funds to the maker, or (2) March 27, 2000.
There are no payments received in 1997, 1998, or 1999.
14
<PAGE>
In August 1999, the Company secured a national contract with Comdata. This
contract allows the distribution of the Fast PayCheck debit card at the point of
sale locations. As a result, the Company is in negotiation with its competitors
to allow them to use the debit card system. This may generate revenue on a
broader basis and increase Company value.
Capital Expenditures
The Company is engaged in consumer finance and electronic technology
development. As a result, capital expenditures are not substantial. The
facilities are leased. Property and equipment net costs are $70,902 in 1997,
$101,761 in 1998, and $169,417 in 1999. This represents approximately 6% of
total operating expenses in 1997; 9% in 1998, and 10% in 1999. Substantially all
of the value of the Company is not in physical assets but in the ongoing
operations of the Company. Should the Company be liquidated, there are few
assets to distribute to creditors or shareholders.
Non-cancelable lease commitments run until 2002. The total amount due under the
lease terms, however, for 2000 is $37,373. Rent and related expenses under
operating leases amount to $110,923 for 1997; $83,792 for 1998, and $167,641 for
1999. The Company is operating various locations on a month to month basis.
Litigation
The Company is in the process of settling litigation involving a claim in
Bankruptcy by First American Reliance, Inc. against the Company for $800,000
including 9% interest, for amounts loaned and advanced by First American
Reliance, Inc. The Company had asserted a defense and set off alleging monies
due to Pinnacle from stock subscriptions in 1998, which were never turned over
to the Company. Pinnacle accrued a liability for $538,276 in 1998 and $355, 755
in 1997, respectively. The financial condition of the Company will benefit
greatly from settlement of the suit without liability to the Company.
Tyler Jay & Company, L.L.C. and First American Reliance, Inc.
- ----------------------------------------------------------------------
The first proceeding regarding Tyler Jay is an adversary proceeding brought by
the Trustee in Bankruptcy of First American Reliance, Inc.("the Debtor") in the
United States Bankruptcy Court, Western District, New York, BK Case No.
98-23906, AP No 99-2186, entitled Douglas J. Lustig, as Trustee v. Pinnacle
Business Management, Inc., and Fast Title Loans, Inc. The trustee is seeking to
recover purported loans from the Debtor to Fast Title and/or Pinnacle, in a sum
of approximately $800,000. An answer to the suit has been filed and the parties
are currently in the discovery process. Management has agreed to determine the
actual amount of the loans against proceeds of a private placement diverted by
the Debtor's principal using a separate corporation. Management believes that
the setoff for funds diverted during the private placement will equal or exceed
the amounts loaned to Fast Title.
In the second proceeding, Pinnacle and Fast Title Loans are defendants in a
pending civil action instituted in 1999, in Erie County, New York, entitled
Tyler Jay & Company, L.L.C. v. Fast Title Loans, Inc. and Pinnacle Business
Management, Inc., Index No. I-1999/5697. Plaintiffs asserts a claim for fees
15
<PAGE>
and commissions arising from loans made by the Debtor in the previously
described adversary proceeding and sums lost by Tyler Jay allegedly because
Tyler Jay was not permitted to conduct the private placement noted above. Tyler
Jay claims that it is owed certain monies and stock options, which damages are
allegedly in excess of $600,000. Fast Title and Pinnacle have filed a motion to
dismiss the case alleging that the New York courts do not have jurisdiction over
them in this matter. They have also asserted that Tyler Jay is not entitled to
recovery since the agreed-upon services were not provided. Moreover, Fast Title
and Pinnacle have filed a counterclaim seeking $34,000, the sum paid to Tyler
Jay, on the basis that Tyler Jay's fraudulent representations and breach of
fiduciary duty damaged them.
Peter Polland and Euro Products
- -----------------------------------
By letter dated October 14, 1999, addressed to Fast Title and Pinnacle, a law
firm representing Peter Pollard and Euro Products Limited demanded payment of
the sum of $300,000 with accrued interest for default in payment obligations
relating to certain business arrangements. These obligations are evidenced in a
promissory note in the principal amount of $300,000 dated June 28, 1999,
executed by Pinnacle in favor of Euro Products Limited. Fast Title is neither a
party to nor a guarantor of the promissory note. The demand was reduced to
$200,000 by reason of a payment of $100,000 that was made. Pinnacle's counsel
responded to said demand by letter dated November 5, 1999, which proposed a
schedule as to payment by Pinnacle of the $200,000 outstanding balance owing
under the note. As of the date hereof, Peter Pollard and Euro Products have not
responded, in writing or otherwise. Neither Pinnacle nor Fast Title has been
served with citation of a lawsuit.
Acquisition of MAS XIX Consulting Agreement
On March 3, 2000 the Company entered into a consulting agreement between the
Company and the following individual professional persons who acted as
consultants to the Company: M. Richard Cutler, Brian A. Lebrecht, Vi Bui, James
Stubler, and Samuel Eisenberg for services involving consultation, advice and
counsel with respect to the negotiation and completion of the stock exchange
between Pinnacle and MAS XIX. In addition to cash compensation, the agreement
calls for issuance of a total of 1,500,000 shares of Pinnacle to be issued to
the consultants together with an obligation for the Company to register such
shares on Form S-8.
Property
The Company lease certain office space and store front facilities. It has made
no investments in real estate, real estate mortgages, or securities or interest
in persons primarily engaged in real estate activities. There is no plan to do
so in the future.
16
<PAGE>
RISK FACTORS
In this section we highlight some of the risks associated with our business and
operations. Prospective investors should carefully consider the following risk
factors when evaluating an investment in the common stock offered by this
Reoffer Prospectus.
RISKS RELATED TO OUR BUSINESS
YOU MAY BE UNABLE TO EFFECTIVELY EVALUATE OUR COMPANY FOR INVESTMENT PURPOSES
BECAUSE OUR BUSINESS HAS EXISTED FOR ONLY A SHORT PERIOD OF TIME.
We began operations in 1997. As a result, we have only a limited operating
history upon which you may evaluate our business and prospects. In addition,
you must consider our prospects in light of the risks and uncertainties
encountered by companies in an early stage of development in new and rapidly
evolving markets.
YOUR INVESTMENT MAY NOT INCREASE IN VALUE UNLESS WE ARE ABLE TO BECOME
PROFITABLE.
We have incurred losses in our business operation since inception. We expect to
continue to lose money for the foreseeable future, and we cannot be certain when
we will become profitable, if at all. Failure to achieve and maintain
profitability may adversely affect the market price of our common stock.
WE ARE PRESENTLY IN UNSOUND FINANCIAL CONDITION WHICH MAKES INVESTMENT IN OUR
SECURITIES HIGHLY RISKY.
Our financial statements include an auditor's report containing a modification
regarding an uncertainty about our ability to continue as a going concern. Our
financial statements also include an accumulated deficit of $427,837 as of
December 31, 1998 and other indications of weakness in our present financial
position. We have been operating primarily through the issuance of common stock
for services by entities, including affiliates, that we could not afford to pay
in cash. We are consequently deemed by state securities regulators to presently
be in unsound financial condition.
No person should invest in this offering unless they can afford to lose their
entire investment.
OUR BUSINESS DEPENDS ON A FEW KEY INDIVIDUALS AND MAY BE NEGATIVELY AFFECTED IF
WE ARE UNABLE TO KEEP OUR KEY PERSONNEL.
Our future success depends in large part on the skills, experience and efforts
of our key marketing and management personnel. The loss of the continued
services of any of these individuals could have a very significant negative
effect on our business. In particular, we rely upon the experience of Michael
Bruce Hall and Jeffrey G. Turino, our resident and chief executive officer,
respectively. We do not currently maintain a policy of key man life insurance
on any of our employees or management team.
17
<PAGE>
OUR BUSINESS PLAN REQUIRES ADDITIONAL PERSONNEL AND MAY BE NEGATIVELY AFFECTED
IF WE ARE UNABLE TO HIRE AND RETAIN NEW SKILLED PERSONNEL.
Qualified personnel are in great demand throughout our industry. Our success
depends in large part upon our ability to attract, train, motivate and retain
highly skilled sales and marketing personnel and other senior personnel. Our
failure to attract and retain the highly trained technical personnel that are
integral to our direct sales, product development, service and support teams may
limit the rate at which we can generate sales and develop new products and
services or product and service enhancements. This could hurt our business,
operating results and financial condition.
OUR TECHNOLOGY BUSINESSES OWN PROPRIETARY TECHNOLOGY AND OUR SUCCESS DEPENDS ON
OUR ABILITY TO PROTECT THAT TECHNOLOGY.
The unauthorized reproduction or other misappropriation of our proprietary
technology could enable third parties to benefit from our technology without
paying us for it. This could have a material adverse effect on our business,
operating results and financial condition. We have relied primarily on the use
of trade secrets to protect our proprietary technology, which may be inadequate.
We do not know whether we will be able to defend our proprietary rights because
the validity, enforceability and scope of protection of proprietary rights in
Internet-related industries are uncertain and still evolving. Moreover, the laws
of some foreign countries are uncertain and may not protect intellectual
property rights to the same extent as the laws of the United States. If we
resort to legal proceedings to enforce our intellectual property rights, the
proceedings could be burdensome and expensive and could involve a high degree of
risk.
WE WILL INCUR SIGNIFICANT EXPENSES IF OTHER COMPANIES CLAIM WE HAVE INFRINGED ON
THEIR PROPRIETARY RIGHTS.
Although we attempt to avoid infringing known proprietary rights of third
parties, we are subject to the risk of claims alleging infringement of third
party proprietary rights. If we were to discover that any of our products
violated third party proprietary rights, there can be no assurance that we would
be able to obtain licenses on commercially reasonable terms to continue offering
the product without substantial reengineering or that any effort to undertake
such reengineering would be successful. We do not conduct comprehensive searches
to determine whether the technology used in our products infringes patents,
trademarks, trade names or other protections held by third parties. In
addition, product development is inherently uncertain in a rapidly evolving
technological environment in which there may be numerous patent applications
pending, many of which are confidential when filed, with regard to similar
technologies. Any claim of infringement could cause us to incur substantial
costs defending against the claim, even if the claim is invalid, and could
distract our management from our business. Furthermore, a party making such a
claim could secure a judgment that requires us to pay substantial damages. A
judgment could also include an injunction or other court order that could
prevent us from selling our products. Any of these events could have a material
adverse effect on our business, operating results and financial condition.
IF WE ARE UNABLE TO RAISE SUFFICIENT CAPITAL IN THE FUTURE, WE MAY NOT BE ABLE
TO STAY IN BUSINESS.
Currently, our capital is insufficient to conduct our business and if we are
unable to obtain needed financing, we will be unable to promote our products and
services, engage in and exploit potential business opportunities and otherwise
maintain our competitive position. Since we intend to grow our business
rapidly, it is certain that we will require additional capital. We have not
thoroughly investigated whether this capital would be available, who would
provide it, and on what terms. If we are unable to raise the capital required to
fund our growth, on acceptable terms, our business may be seriously harmed or
even terminated.
18
<PAGE>
RISKS RELATED TO THIS OFFERING AND OWNERSHIP OF OUR STOCK.
OUR BOARD OF DIRECTORS CAN ISSUE PREFERRED STOCK WITHOUT SHAREHOLDER CONSENT AND
DILUTE OR OTHERWISE SIGNIFICANTLY AFFECT THE RIGHTS OF EXISTING SHAREHOLDERS.
Our articles of incorporation provide that preferred stock may be issued from
time to time in one or more series. Our board of directors is authorized to
determine the rights, preferences, privileges and restrictions granted to and
imposed upon any wholly unissued series of preferred stock and the designation
of any such shares, without any vote or action by our shareholders. The board
of directors may authorize and issue preferred stock with voting power or other
rights that could adversely affect the voting power or other rights of the
holders of common stock. In addition, the issuance of preferred stock could have
the effect of delaying, deferring or preventing a change in control, because the
terms of preferred stock that might be issued could potentially prohibit the
consummation of any merger, reorganization, sale of substantially all of its
assets, liquidation or other extraordinary corporate transaction without the
approval of the holders of the outstanding shares of the
preferred stock. We will not offer preferred stock to promoters except on the
same terms as it is offered to all other existing shareholders or to new
shareholder or unless the issuance is approved by a majority of our independent
directors who do not have an interest in the transactions and who have access,
at our expense, to our legal counsel or independent legal counsel.
YOU MAY NOT BE ABLE TO SELL YOUR STOCK, OR MAY BE FORCED TO SELL AT REDUCED
PRICES, BECAUSE THE MARKET FOR OUR COMMON STOCK IS VERY VOLATILE.
Our stock is presently trading on the OTC bulletin board maintained by Nasdaq
under the symbol PCBM. Nevertheless, there has been limited volume in trading
in the public market for the common stock, and there can be no assurance that a
more
active trading market will develop or be sustained. The market price of the
shares of common stock is likely to be highly volatile and may be significantly
affected by factors such as fluctuations in our operating results, announcements
of technological innovations or new products and/or services by us or our
competitors, governmental regulatory action, developments with respect to
patents or proprietary rights and general market conditions.
19
<PAGE>
YOU MAY NOT BE ABLE TO SELL YOUR SHARES BECAUSE OF THE PENNY-STOCK RULES.
The Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional disclosure relating to the market for penny stocks in connection with
trades in any stock defined as a penny stock. The Commission has adopted
regulations that generally define a penny stock to be any equity security that
has a market price of less than $5.00 per share, subject to a few exceptions.
Such exceptions include any equity security listed on Nasdaq and any equity
security issued by an issuer that has:
- - - net tangible assets of at least $2,000,000, if such
issuer has been in continuous operation for three years,
- - - net tangible assets of at least $5,000,000, if such issuer
has been in continuous operation for less than three years,
or
- - - average annual revenue of at least $6,000,000, if such
issuer has been in continuous operation for less than three
years.
Unless an exception is available, the regulations require the delivery, prior to
any transaction involving a penny stock, of a disclosure schedule explaining the
penny stock market and the risks associated therewith.
FORWARD LOOKING STATEMENTS.
Except for historical information, the discussion in this registration statement
contains some forward-looking statements that involve risks and uncertainties.
These statements may refer to our future plans, objectives, expectations and
intentions. These statements may be identified by the use of the words such as
expect, anticipate, believe, intend, plan and similar expressions. Our actual
results could differ materially from those anticipated in such forward-looking
statements.
USE OF PROCEEDS
PCBM will not receive any of the proceeds from the sale of shares of common
stock by the Selling Shareholders.
20
<PAGE>
SELLING SHAREHOLDERS
The Shares of the Company to which this Reoffer Prospectus relates are being
registered for reoffers and resales by the Selling Shareholders, who acquired
the Shares pursuant to agreements with PCBM for consulting services they
provided to PCBM. The Selling Shareholders may resell all, a portion or none of
such Shares from time to time.
The table below sets forth with respect to the Selling Shareholders, based upon
information available to the Company as of March 27, 2000,the number of Shares
owned, the number of Shares registered by this Reoffer Prospectus and the number
and percent of outstanding Shares that will be owned after the sale of the
registered Shares assuming the sale of all of the registered Shares.
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF % OF SHARES
SHARES SHARES NUMBER OF OWNED BY
SELLING OWNED REGISTERED SHARES OWNED SHAREHOLDER
SHAREHOLDERS BEFORE SALE BY PROSPECTUS AFTER SALE AFTER SALE
<S> <C> <C> <C> <C>
- -------------------- ------------- -------------- ------------ -----------
Dennis T. L. Gordon 5,703,450 5,703,450 0 0
Joel A. Gordon 2,541,104 2,541,104 0 0
Robert E. Siegrist 1,825,470 1,825,470 0 0
James Alexander 342,500 342,500 0 0
Rod K. Whiton 7,500 7,500 0 0
Rod K. Whiton Trust 500,000 500,000 0 0
- -------------------- ------------- -------------- ------------ -----------
TOTAL 10,920,024 10,920,024 0 0
</TABLE>
The shares and options owned by Mr. Gordon and the remaining selling
shareholders are subject to contractual restrictions between them and the
Company that limit the number of shares they may sell within certain time
periods. Further, the securities being registered are subject to the limitations
imposed by Rule 144(e) on the slae of shares on the open market.
PLAN OF DISTRIBUTION
The Selling Shareholders may sell the Shares for value from time to time under
this Reoffer Prospectus in one or more transactions on the OTC Bulletin Board
maintained by Nasdaq, or other exchange, in a negotiated transaction or in a
combination of such methods of sale, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at prices otherwise
negotiated. The Selling Shareholders may effect such transactions by selling
the Shares to or through brokers-dealers, and such broker-dealers may receive
compensation in the form of underwriting discounts, concessions or commissions
from the Selling Shareholders and/or the purchasers of the Shares for whom such
broker-dealers may act as agent (which compensation may be less than or in
excess of customary commissions).
21
<PAGE>
The Selling Shareholders and any broker-dealers that participate in the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of Section 2(11) of the 1933 Act, and any commissions received by them and any
profit on the resale of the Shares sold by them may be deemed be underwriting
discounts and commissions under the 1933 Act. All selling and other expenses
incurred by the Selling Shareholders will be borne by the Selling Shareholders.
In addition to any Shares sold hereunder, the Selling Shareholders may, at the
same time, sell any shares of common stock, including the Shares, owned by him
or her in compliance with all of the requirements of Rule 144, regardless of
whether such shares are covered by this Reoffer Prospectus.
There is no assurance that the Selling Shareholders will sell all or any portion
of the Shares offered.
The Company will pay all expenses in connection with this offering other than
the legal fees incurred in connection with the preparation of this registration
statement and will not receive any proceeds from sales of any Shares by the
Selling Shareholders.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for the
Company by Schroeder Walthall Neville L.L.P.
EXPERTS
The balance sheets as of December 31, 1997 and 1998 and the statements of
operations, shareholders' equity and cash flows for the years then ended of PCBM
have been incorporated by reference in this Registration Statement in reliance
on the report of Bagell, Josephs, Levine, Firestone & Co., L.L.C, independent
accountants, given on the authority of that firm as experts in accounting and
auditing.
22
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference in this
Registration Statement:
(i) Registrant's Form 8-K dated March 3, 2000, filed on March 6, 2000,
amendment 8-K/A-1, filed March 17,2000.
(ii) Registrant's Form 10-SB, as amended (in the name of MAS Acquisition XIX
Corp., the Company's predecessor), originally filed on August 30, 1999.
(iii) All other reports and documents subsequently filed by the Registrant
pursuant after the date of this Registration Statement pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 and prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference and to be a part hereof
from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Corporation Laws of the State of Nevada and the Company's Bylaws
provide for indemnification of the Company's Directors for liabilities and
expenses that they may incur in such capacities. In general, Directors and
Officers are indemnified with respect to actions taken in good faith in a manner
reasonably believed to be in, or not opposed to, the best interests of the
Company, and with respect to any criminal action or proceeding, actions that the
indemnitee had no reasonable cause to believe were unlawful. Furthermore, the
personal liability of the Directors is limited as provided in the Company's
Articles of Incorporation.
23
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The Shares were issued for advisory services rendered. These sales were
made in reliance of the exemption from the registration requirements of the
Securities Act of 1933, as amended, contained in Section 4(2) thereof covering
transactions not involving any public offering.
ITEM 8. EXHIBITS
* 3.1 Articles of Incorporation
* 3.3 Bylaws
5 Opinion of Counsel
**10.1 Consulting Agreement dated December 16, 1999.
10.2 Addendum to Consulting Agreement between Gordon &
Associates Strategic Management, Inc., Joel A. Gordon
and PCBM dated December 16, 1999.
23.1 Consent of Bagell, Josephs, Levine, Firestone & Co.,
L.L.C. independent accountants
________________________
* Incorporated by reference to PCBM's Form 8-K, filed on March 6, 2000.
** Incorporated by reference to PCBM'a Form 10-SB, filed on March 1, 2000.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such information in the
Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.
24
<PAGE>
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
25
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that is meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Clearwater, State of Florida, on March 28, 2000.
PINNACLE BUSINESS MANAGEMENT, INC.
By: Michael Bruce Hall
Its: President and Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ Jeffrey G. Turino
- --------------------------------------------------------------
Jeffrey G. Turino, Chief Executive Officer and Director
/s/ Michael B. Hall
- --------------------------------------------------------------
Michael B. Hall, President and Director
<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>2
<FILENAME>0002.txt
<TEXT>
SCHROEDER WALTHALL NEVILLE L.L.P.
ATTORNEYS AND COUNSELORS AT LAW
1100 Louisiana, Suite 4850
Houston, TX 77002-5222
Telephone (713)654-9100
T. Michael Neville (800)967-7770
Walter A. Schroeder, P.C. -------------
Leonidas F. Walthall, P.C. Telecopier (713)654-1341
April 11, 2000
Securities and Exchange Commission
Division of Corporate Finance
Washington, D.C. 2549
Re: Pinnacle Business Management, Inc.
Ladies and Gentlemen:
This Firm represents Pinnacle Business Management, Inc., a Nevada
corporation (the "Registrant") in connection with the Registrant's Registration
Statement of Form S-8 under the Securities Act of 1933 (the "Registration
Statement") which relates to the resale of up to 10,920,024 shares by certain
selling shareholders in accordance with a Consulting Agreement between the
Registrant and the selling shareholders (the "Registered Securities"). In
connection with our representation, we have examined such documents and
undertaken such further inquiry as we consider necessary for rendering the
opinion hereinafter set forth.
Based upon the foregoing, it is our opinion that the Registered Securities,
when issued as set forth in the Registration Statement, will be legally issued,
fully paid and nonassessable.
We acknowledge that we are referred to under the heading "Legal Matters" in
the Resale Prospectus which is a part of the Registrant's Form S-8 Registration
Statement relating to the Registered Securities, and we hereby consent to such
use of our name in such Registration Statement and to the filing of this opinion
as Exhibit 5 to the Registration Statement and with such state regulatory
agencies in such states as may require such filing in connection with the
registration of the Registered Securities for offer and sale in such states.
Very truly yours,
SCHROEDER WALTHALL NEVILLE L.L.P.
By: Leonidas F. Walthall, P.C.
/s/ Leonidas F. Walthall
---------------------------
Leonidas F. Walthall
<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>0003.txt
<TEXT>
ADDENDUM TO CONSULTING SERVICES AGREEMENT
-----------------------------------------
GORDON & ASSOCIATES STRATEGIC INVESTMENTS, INC. ("G&A"), and PINNACLE
BUSINESS MANAGEMENT, INC. ("Pinnacle"), enter this Addendum ("Addendum") to the
Consulting Services Agreement the ("Agreement") executed on May 19, 1999.
WHEREAS, G&A entered into the Agreement for the purpose of providing to
Pinnacle contacts with potential strategic partners to enter a business
development arrangement to benefit Pinnacle and a strategic partner. G&A has
rendered and will render business development Services in connection with the
proposed business venture. The individuals listed herein have assisted and will
assist Pinnacle developing the same business venture as G&A. The Agreement
provides that G&A may instruct Pinnacle to issue stock to nominees designated by
G&A as compensation for services under the Agreement.
Now THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the parties agree as follows:
1. The individuals listed on Exhibit A have rendered and will render
business development services to Pinnacle. Pinnacle agrees to issue the
number of shares listed on Exhibit A to each designated individual as
compensation for the consulting services they have rendered and will
render to Pinnacle.
2. The individuals listed on Exhibit A are hereby named by G&A as the
nominees to whom Pinnacle shall issue die number of shares listed on
Exhibit A, for their services under the Agreement and this Addendum.
3. The individuals listed on Exhibit A have rendered and will render their
consulting services to Pinnacle on the same terms as those stated
in the Agreement between G&A and Pinnacle.
Agreed and executed to he effective as of May 19, 1999.
/s/ GORDON & ASSOCIATES STRATEGIC INVESTMENTS. INC.
- ---------------------------------------------------------
GORDON & ASSOCIATES PINNACLE BUSINESS
STRATEGIC INVESTMENTS. INC. MANAGEMENT, INC.
- ----------------------------- ------------------
<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>4
<FILENAME>0004.txt
<TEXT>
BAGELL, JOSEPHS, LEVINE, FIRESTONE & COMPANY, L.L.C.
CERTIFIED PUBLIC ACCOUNTANTS
HIGH RIDGE COMMONS
SUITES 400-403
200 HADDONFIELD BERLIN ROAD
GIBBSBORO, NEW JERSEY 08026
(856) 346-2828 FAX (856) 346-2882
April 12, 2000
VIAFAX: 713-654-134l
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors of Pinnacle Business Management, Inc.
We hereby consent to the incorporation by reference in this registration
statement on Form S-8 of our report dated February 28, 2000 relating to the
December 31, 1998 financial statements of Pinnacle Business Management, Inc.
/s/ BAGELL, JOSEPHS, LEVINE, FIRESTONE & CO., LLC
- --------------------------------------------------------
BAGELL, JOSEPHS, LEVINE, FIRESTONE & CO., LLC
Certified Public Accountants
April 12, 2000
<PAGE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
Here's a start for you.....
https://groups.yahoo.com/neo/groups/tradingrange/conversations/topics/490?source=1
Track down Eric Bauchman.
Years and years ago I had all sorts of info on Barnett, but it was lost with all the RB archives.
Barnett was one of the first guys I came across. If I find any old news I'll pass it along.
Apparently not everybody knows about Barnett:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=109138314
I would like a concrete tie to Turino or evidence that Barnett is known to the SEC to shut this pumper up. He is trying to resurrect another scam with OOAG.
You don't need to waste your time...just asking.
Interestingly, slurpit got mention in Misty May's autobiography. I don't know where he is today.
Treffry went into hiding for the most part. Not totally sure if he was more stupid or more crooked.
LOL. Whatever became of legal beagle Alan Treffrey and his ex-buddy
the Rt. Rev. Slurpit? Were the cons among management or among
stockholders??? I see your point.
Apparently Barnett has been involved in some stocks I have been involved with. However, I've never noticed that he is any more scummy than all the other scumbags involved in penny stock scams. How do you rate them?
I mean, is he really worse than Turino? Or Thompson? Or Treffry? Or Engel? Or Love? Or....well, need I go on?
Houser has a personal interest in Barnett. I was hoping to get some concrete info from somebody who is merely disgusted with Barnett from afar.
Apparently Barnett has some friends who have cropped up to challenge everything against him. They even deny the validity of the Miami-Dade county website that shows Barnett is awaiting trial for no less than 16 felonies, including conspiracy to commit murder in the 1st degree, human trafficking, drugs, statutory rape, etc.
Of course. Everyone can.
Go to the BMCS board. Keith Houser posts there and will be more than happy to help you out.
Oh. I see you and fatnhappy2 already know each other.
Sorry to bother you but I am doing research on a (IMO) scumbag named Adam Erik Barnett.
Can anybody link him to Turino and or PCBM?
Man, I didn't even know you were still around.
I would say being in the Mob doesn't get you what it used to, but how in the heck does LoCastro have all those charges he has pleaded guilty to, and yet each time gets probation??
I thought the whole point of probation was that if you broke it, you went to jail?
Forget what slurpy said, how about the scammers like guru who pushed everyone so hard to drop the subpoena to see his records? They had the guy dead to right, and yet the mullets let him off the hook. No telling what reading those records would have saved people in dollars down the road. Instead, he burned down his own place TWICE to destroy the records.
It's like an episode of The Sopranos without the Journey music.
fung_derf.....say it isn't so!!! Slurpit said that Lo Castro was
a fine, upstanding citizen, had been a boy scout, helped old ladies
cross the street and would never do anything to embarrass his family.
That must be a different Lo Castro....not our Low Castro.
Our hero...
Vincent LoCastro's Past Questioned by Readers; Patch Responds
LoCastro is a site developer for EZ Auto Sales, which hopes to open in Baldwin Township.
By Robert Edward Healy, III (Patch Staff)
Updated January 6, 2012 at 1:53 pm 4
Vincent LoCastro's Past Questioned by Readers; Patch Responds
The Baldwin Township Board of Commissioners held pertaining to conditional use and land use applications filed on behalf of EZ Auto Sales to run a motor vehicle sales agency at 514 McNeilly Road.
No decision was reached on the matter that night. The board closed the hearing and reserved the right to review the exhibits and render a decision at its regular meetings on Dec. 19 and/or Jan. 3 or 30.
solicitor Tom McDermott explained that the applications were filed by Vincent LoCastro as agent and site developer for EZ Auto Sales. EZ Auto Sales is a used motor vehicle business selling cars and small trucks. It is the sublessee of 514 McNeilly, a property held in a lease between the property owner and a revocable trust.
LoCastro's involvement with EZ Auto Sales sparked a number of comments on this website related to his history in the courts system.
In the interest of establishing an accurate record, the Baldwin-Whitehall Patch utilized the Pennsylvania Unified Judicial System's Web Portal to find the following information:
In 2002, LoCastro was charged with two counts of tampering with public records or information, two counts of making a false application for a title registration, 60 counts of engaging in unprofessional or incompetent conduct and one count of willful use of a dealer identification number. He pled guilty to nine of those counts of engaging in unprofessional or incompetent conduct and was fined approximately $1,000 for each of them. The other charges were dismissed.
In 2007, he was charged with 10 counts of theft by failure to make a required disposition of funds received, two counts of failure to make an accurate odometer mileage statement, two counts of failure to retain an accurate odometer mileage statement, 144 counts of failure to deliver the application for a certificate of a vehicle title within 20 days of the date of purchase, 153 counts of miscellaneous violations of the rules and regulations of motor vehicle code, 144 counts of engaging in unprofessional or incompetent conduct and 144 counts of failure to pay taxes. LoCastro pled guilty to 25 of those counts of engaging in unprofessional or incompetent conduct and both of those counts of failure to make an accurate odometer mileage statement. For those, he was sentenced to 12 months of probation. The other charges were dismissed.
In 2008, he was charged with one count of making a false, fraudulent or incomplete insurance claim, one count of criminal attempt to make a theft by deception-false impression and one count of forgery. LoCastro pled guilty to the making a false, fraudulent or incomplete insurance claim charge, and was sentenced to community service and 18 months of probation. The other charges were dismissed.
In 2009, he was charged with one count of making a false or misleading statement for the purpose of obtaining credit, one count of theft by unlawful taking-moveable property, one count of theft by deception-false impression and one count of issuing bad checks. All of those charges were dismissed.
Also in 2009, he was charged with one count of theft by unlawful taking-moveable property and one count of criminal mischief-damage of property. Both of those charges were dismissed.
Also in 2009, he was charged with one count of theft by failure to make a required disposition of funds received, one count of tampering with public records or information, one count of making a false application for a title registration, 54 counts of failure to pay taxes, 54 counts of engaging in unprofessional or incompetent conduct and 393 counts of miscellaneous violations of the rules and regulations of motor vehicle code. LoCastro pled guilty to the tampering with public records or information and making a false application for a title registration charges and was sentenced to 23 months of probation. The other charges were dismissed.
Also in 2009, he was charged with 338 counts of failure to deliver the application for a certificate of a vehicle title within 20 days of the date of purchase, seven counts of assigning a blank certificate of a vehicle title and one count of failing to deliver a vehicle title. All of those charges were dismissed.
On a more major level, the Pittsburgh Post-Gazette reported that LoCastro was indicted by a federal grand jury in December 2009 and charged with nine counts of identity theft. The Post-Gazette then reported, in May 2011, that LoCastro would have to pay back nearly $550,000 taken through check kiting and identity theft and serve three years of probation, including half of that on house arrest.
Have you ever seen Misty May in competition? She had a bush the size of Big Ragu on Laverne & Shirley.
Click Here: Penny investors! Maybe you should take a long, hard look at yourself in the reflection of your shirt.
They're still alive and kicking. Although much more quietly.
If you like, you can read about slurpit in Misty May's book.
Been gone from this thread for years. Anyone know whatever became
of Smurfit and his attorney buddy, Alan Tref?
By: willyhalengel
26 Mar 2013, 02:56 PM CDT
Rating: Rate this post:
Msg. 4646 of 4648
(Reply to 4645 by planter82)
Jump to msg. #
turdyboy...it's Engel spell my name right...you lost your assre on every pump your group has ever been involved with and there were many. You and your group were Torino's pump buddies doing his messaqge board posting shuffling stock between accounts through various in dividuals. When the SEC did step in ytou all ran like the rats you are. I wish the SEC would audit you all and kick the immunity bs to the curb. You're all backstabbing individuals and need to answer for what you all have done working with Torino and Jensen. btw don't write you guys never did associate with Torino or Jensen because I know better and so does the SEC. This is why you guys lie so much about me and count on it the SEC knows the entire honest real story under oath...no pergery like you rats would have top do if you were bought in front of them in a deposition. You lie you go to jail!!! where you all belong.
Harold Engel
Who is more believable, Willy or Don? We should set up a poll
By: willyhalengel
18 Mar 2013, 10:27 PM CDT
Rating: Rate this post: Msg. 4597 of 4602
(Reply to 4596 by planter82)
Jump to msg. #
turdyboy, Lets set the record straight as per my deposition...when treffery pays me stock it needs to have an opinion letter you imbicle. I am getting a little tired of you guys lies, the SEC knows exactly what stock, why it came from treffry and I wasn't given an opinion letter. Now turdyboy sue me for writing this it's about time we all go to court so someone isn't protected by client privlidges.
Turdyboy you want my boot in your face, like treffry writes, lets get it on I'll have the SEC setting right through everything PROMISE. btw Turdyboy I can afford to fight you asssholes so lets get it on and show the SEC the truth. I promise you all threats will be forwarded to the SEC.
ALSO until you guys introduced me to Jensen I never heard of him...do you remember when you brought treffry into my paltalk room? I had no clue who he was. Does Treffry remember introducing me to Jensen trying to help me out? Also get this straight I never heard of Torino until Treffry educated me who he was. He was Jensen's attorney correct. Do you understand I am willing to spend my money and set in a courtroom to set this all straight.
I get seriously tired of you lying to everyone over and over for the last 5 years at RB, Paltalk and other etc..
Also Treffry's Lion post was full of lies. I get tired of being lied about...I am done being threatened!!!! or lied about...!!!
Now ROFLMAO isn't funny turdboy!!!
Hal Engel
You are replying to planter82's message, shown below: (Scroll past this message) By: planter82
18 Mar 2013, 04:22 PM CDT Msg. 4596 of 4596
(Msg. is a reply to 4595 by willyhalengel.) Willy do you need anther opinion letter for the SEC?????
ROTFLMAO
Agent accused of real estate fraud at center of bizarre condo foreclosure
By Susan Taylor Martin, Times Senior Correspondent
Susan Taylor MartinTampa Bay Times In Print: Wednesday, October 28, 2009
Florida Real Estate Commission
Westchase Community Association
Foreclosure proceedings on Alejandro Salazar's Tampa condo had dragged on so long he finally called the bank this summer to ask why.
Because, the bank told him, your attorney has been fighting us for a year.
Salazar was stunned to learn that Clearwater lawyer Bruce Harlan had been filing motions in the case since August 2008. Yet, Salazar says, he had never met Harlan, never talked to him and certainly never hired him.
"Is this unbelievable or what?'' he asks.
In a bizarre case, Harlan confirms that he listed himself as Salazar's lawyer even though Salazar hadn't retained him. The person who did, Harlan acknowledges, was a real estate agent who had acquired the deed to Salazar's vacant condo, moved in and wanted to stall foreclosure because she hoped to buy the unit in a short sale.
The agent? Lori Polin, named by Florida's attorney general last year as a key player in an alleged $37 million mortgage fraud scheme.
"I have recently found out that I have been a victim of both Lori Polin and her associate Bruce Harlan,'' Salazar wrote in a complaint last week to the Attorney General's Office.
"Both have been conspiring for over a year to keep my former condo unit (where she has been living now rent-free for over a year) from being repossessed by the mortgage holder.''
The unusual chain of events began two years ago when Salazar fell behind in his fees to the Westchase Community Association. He and his wife later defaulted on their mortgage, too.
"Business just dried up,'' says Salazar, 47, an architectural designer.
Because his wife was pregnant, the couple decided to move to her native Spain where her doctor bills would be covered by that country's universal health care system. Salazar assumed Deutsche Bank would quickly foreclose on the condo.
But when he returned to Tampa this summer on a visit, he learned that the foreclosure was still pending and that Harlan had been representing him.
"I said, 'Who is he?' and the lawyer at Deutsche Bank said, 'You mean you don't know him?' Then, he said, 'I'd advise you to seek counsel immediately and sort this out.' ''
Salazar hired a Tampa attorney, and the two began to unravel what happened.
In June 2008, soon after the Salazars left town, the Westchase Community Association foreclosed on a lien against them for $546 in unpaid fees. The association got title to the condo and two months later deeded the unit to Polin.
It is not known if Polin paid all or part of what the Salazars owed, a total of $2,900 with attorneys fees and other costs. Polin did not return calls seeking comment for this story.
Though legal, it is fairly rare for a homeowners association to foreclose and deed a unit to another individual. Records show it has happened only one other time in Westchase in the past two years.
At the time Polin acquired the Salazar condo, she was about to go into foreclosure on her own condo in Westchase. She moved into the Salazar place and leased out her home, collecting more than $14,000 in rent, but not making mortgage payments on either property.
Instead, Polin hired Harlan to delay the foreclosure on Salazar's condo, giving her time to try to buy it for $50,000 — considerably less than the $137,000 the couple owed.
"I told her that before we could handle anything on the foreclosure, we'd need to get the consent of Mr. Salazar,'' Harlan recalls. "She said, 'No problem.' "
When he left Tampa, Salazar had authorized his brother-in-law Ernest Lopez — who was also Polin's accountant — to represent him on matters relating to the mortgage.
At Polin's behest, Lopez sent Harlan an e-mail authorizing him "to speak to the lender to get the debt abated.'' Harlan says he took that to mean he would represent Salazar in the foreclosure case even though he had never talked to Salazar, wasn't officially hired by Lopez, and was actually paid by Polin.
"If I had to do it over again,'' Harlan says, "I would have asked for a letter of authority from Mr. Salazar.''
Florida Bar rules of professional conduct "prohibit a lawyer from doing anything deceitful or misrepresenting himself, certainly as a lawyer for someone who didn't hire him,'' says Gail Ferguson, an assistant ethics counsel.
Harlan says he didn't see any conflict of interest in representing both Salazar and Polin, even though the short sale wanted by Polin could leave Salazar liable for nearly $90,000 on his mortgage. Bar rules prohibit an attorney from representing two clients "if the representation of one client will be directly adverse to another client,'' Ferguson says.
Harlan insists he and Polin were trying to help Salazar: "If Lori had worked a short sale, his benefit would have just been a short sale (appearing) on his credit report, not a foreclosure.''
In fact, a credit expert says, once a bank starts foreclosure proceedings, as Salazar's did, a person's credit score drops as much as if the bank had already repossessed the property.
After Salazar complained, Harlan offered to give him $3,000 if they could proceed with the foreclosure case so Polin would have more time to pursue a short sale.
"As I see it, I am entirely to blame for this situation,'' Harlan said in an Aug. 31 e-mail to Salazar's lawyer. "I will pay $3,000 from my funds to your trust account for a resolution of this matter, which hopefully also will allow me to 'represent' Mr. Salazar in the foreclosure action.''
Salazar refused to sign a letter of representation and rejected the offer. Through his lawyer, he instead asked for $30,852, the amount he said Polin and Harlan had cost him by delaying foreclosure and driving up what he owes the bank in interest and legal fees. Unless he was paid, Salazar said, he would go to authorities.
Harlan calls Salazar's demand "extortion.'' Earlier this month, he withdrew from the case.
A Florida lawyer since 1972, Harlan was publicly reprimanded in 2007 and put on a year's probation for violating Bar rules by failing to keep clients' funds separate from his own.
The Florida Real Estate Commission filed a complaint Oct. 2 accusing Polin of fraud and other misconduct in seven 2006 real estate deals. Polin allegedly jacked up the sales prices on homes so participants could skim off hundreds of thousands of dollars in loan proceeds.
Disciplinary action could include license revocation and a fine of up to $5,000 for each count. The commission has referred the case to state prosecutors for investigation of possible criminal activity.
Susan Taylor Martin can be reached at susan@sptimes.com.
http://www.tampabay.com/news/business/realestate/agent-accused-of-real-estate-fraud-at-center-of-bizarre-condo-foreclosure/1047538
Excerpt from Misty May's book.....
A family friend, Ed(E.T.)Thompson, also lent a hand, planting gardens for Mom, as well as sprucing up the yard. That meant a lot to all of us, because Mom had always loved being surrounded by nature. My parents had met E.T. decades earlier at Muscle Beach, when he'd borrowed a volleyball from Dad, then sold it for a quart of beer. In the mid-1990's while house sitting for my parents when they were playing in the US Senior Nationals, E.T. sold Dad's truck for crack cocaine. My parents returned from the tournament, realized the truck was gone, threw E.T. out of the house, and called the police.
Finaly in 1999 or 2000, E.T. sobered up. When Mom was diagnosed with cancer, she decided to reconcile with him. In fact, Mom compiled a list of people who'd affected her negatively or had done her and Dad wrong over the years.
"We've got to forgive them", she told Dad.
So almost a decade after banishing E.T. from our house, Dad and Mom welcomed him back, with open arms.
Former Canonsburg Businessman Waives Racketeering Charges to Court
Vincent LoCastro, former owner of All Pro Auto Mall in Canonsburg, waived his right to a preliminary hearing on racketeering charges Wednesday.
By Amanda Gillooly Email the author August 9, 2012
A former owner of All Pro Auto Mall in Canonsuburg on Wednesday waived his right to a preliminary hearing on racketeering charges.
In exchange, charges were withdrawn against two of Vincent LoCastro's family members who had been implicated in the alleged crimes, according to the Washington County District Attorney's Office.
Racketeering and theft charges had been filed in May against LoCastro, 57, and three others.
LoCastro, of 203 Spartan Dr., Bethel Park, was charged with two counts of corrupt organizations, two counts of criminal conspiracy, 18 counts of theft by unlawful taking and 18 counts of defrauding secured creditors.
He waived his right to a preliminary hearing before district Judge David Mark Wednesday—sending the case to Washington County Court.
If convicted on all charges, LoCastro could face up to 206 years in prison.
“Filing of criminal charges under Pennsylvania’s Racketeering Influenced and Corrupt Organizations Act is a rare event due to the complex nature of these types of cases," said Washington County District Attorney Eugene A. Vittone when the charges were announced.
"The Pennsylvania State Police investigation exposed the fraudulent car financing scheme by the LoCastros conducted through All Pro Auto Mall in Canonsburg," Vittone had said in a news release. "Hundreds of hours of police work were invested in this case. For their dedication, I commend the diligent efforts of the state police in this investigation.”
Charges were withdrawn against Joseph Bruce LoCastro, 26, 203 Spartan Dr., Bethel Park, son of Vincent Locastro. He had been charged with two counts of corrupt organizations and two counts of criminal conspiracy.
Nicole LoCastro of 203 Spartan Dr., Bethel Park, daughter of Vincent Locastro—had been charged with two counts of corrupt organizations and two counts of criminal conspiracy. Those charges were also withdrawn.
Frank LoCastro of 151 Carol Dr., McMurray, brother of Vincent LoCastro—who was charged with two counts of corrupt organizations, two counts of criminal conspiracy, 32 counts of theft by unlawful taking, 32 counts of defrauding secured creditors and one count of unsworn falsification to authorities—also waived his right to a preliminary hearing on Wednesday.
http://canon-mcmillan.patch.com/articles/former-canonsburg-businessman-to-stand-trial-on-racketeering-charges
http://www.observer-reporter.com/or/story11/locastro-brothers-waive
8/10/2012 3:31 AM
LoCastros waive preliminary hearings
The former owner of All Pro Auto Mall in Canonsburg and his brother have waived their right to preliminary hearings on racketeering and theft charges stemming from a car financing scheme.
Vincent LoCastro of 203 Spartan Drive, Bethel Park, and Frank LoCastro of 151 Carol Drive, McMurray, appeared Wednesday before District Judge David Mark. Their cases will proceed to Washington County Court.
Vincent LoCastro, 48, is charged with two counts each of corrupt organizations and criminal conspiracy and 18 counts each of theft and defrauding secured creditors.
Frank LoCastro, 57, is charged to two counts each of corrupt organizations and criminal conspiracy along with 32 counts each of theft and defrauding creditors. He also is charged with unsworn falsification.
The men are accused of falsely securing high-end vehicles from dealerships in Pennsylvania, Ohio, New Jersey and Maryland between Dec. 23, 2008, and Feb. 9, 2009, according to court documents.
The LoCastros then defaulted on more than $400,000 of loans. Some of the vehicles were recovered, but others were not, investigators said.
Vincent LoCastro’s son and daughter, Joseph Bruce LoCastro, 26, and Nicole LoCastro, 21, were initially implicated and charged in connection with the scheme. However, the charges against them were withdrawn at the same time Vincent and Frank LoCastro waived their cases to court.
Three family members arraigned
By Kathie O. Warco Observer-Reporter kwarco@observer-reporter.com
Three members of one family charged with racketeering and theft stemming from a car financing scheme were arraigned May 14.
Vincent LoCastro, 48, of 203 Spartan Drive, Bethel Park, who once owned All Pro Auto Mall in Canonsburg, was arraigned before District Judge David Mark on two counts each of corrupt organizations and conspiracy as well as 18 counts each of theft and defrauding creditors.
His brother, Frank LoCastro, 57, of 151 Carol Drive, McMurray, was arraigned before Mark on two counts each of corrupt organizations and conspiracy along with 32 counts each of theft and defrauding creditors. He also is charged with unsworn falsification.
Nicole LoCastro, 21, also of 203 Spartan, was arraigned on two counts of corrupt organizations and conspiracy. She is the daughter of Vincent LoCastro.
All three were released on $100,000 unsecured bond.
Vincent LoCastro's son, Joseph Bruce LoCastro, 26, also of 203 Spartan, was arraigned May 17 on two counts of corrupt organization and conspiracy. He was arraigned before District Judge Jay Weller and was released on $100,000 unsecured bond.
Frank LoCastro is accused of purchasing 16 high-end vehicles from dealerships in Pennsylvania, Ohio, New Jersey and Maryland between Dec. 23, 2008, and Feb. 9, 2009, according to a criminal complaint filed by a trooper with the state police Bureau of Criminal Investigations. Thirteen different financial institutions were used to finance the purchases. Vehicles purchased included a Hummer, Porsche, Mercedes-Benz and Cadillac Escalade.
Vincent LoCastro, along with his son and daughter, reportedly were involved in the vehicle transactions.
Frank LoCastro reportedly gave false information on loan documents, identifying himself as vice president of LoCastro & Associates with an annual salary of $144,000. Frank LoCastro then defaulted on the loans.
Court documents indicate creditors lost several hundred thousand dollars on the defaulted loans. Some of the vehicles were recovered, but others were not, investigators said.
A preliminary hearing on the charges is set for Aug. 8 before Mark.
http://www.thealmanac.net/alm/story11/05-23-2012-locastros-arraigned
http://www.observer-reporter.com/or/washingtoncounty11/05-23-2012-last-locastro
5/12/2012 3:34 AM
Hospital eyes former All Pro site for possible future office
By Brad Hundt, Staff writer bhundt@observer-reporter.com
CANONSBURG - The site of the former All Pro Auto Mall at 108 S. Central Ave. could end up being the home of a satellite office operated by Washington Hospital.
Jamie Ivancic, a spokeswoman for Washington Hospital, confirmed that the hospital has purchased the property with an eye toward possibly moving its family practice and diagnostic facility at 67 E. Pike St. to that spot.
Ivancic noted, however, that permits have not been sought and no timetable has been established for moving to that location or for construction to start.
"Our intent is to replicate the same services," Ivancic said. "It's a bigger space."
All Pro Auto Mall, a used-car dealership, was once owned by Vincent LoCastro, who faces charges of corruption, conspiracy, fraud and theft charges that were filed this week. Last year, LoCastro pleaded guilty to a separate charge of making a false insurance claim in 2008. He was sentenced to 18 months' probation and fined $500.
http://www.observer-reporter.com/or/story11/05-12-2012-All-Pro-Auto-Mall
Racketeering Charges Against Four in Car Financing Scheme
http://baldwin-whitehall.patch.com/articles/racketeering-charges-against-four-in-car-financing-scheme
Vincent LoCastro—site developer in Baldwin Township—and three family members are charged.
May 10, 2012
Racketeering and theft charges have been filed against Vincent LoCastro, the site developer who received approval from the Baldwin Township Board of Commissioners in January for EZ Auto Sales to open on McNeilly Road.
LoCastro is also the former owner and operator All Pro Auto Mall in Canonsburg Borough. Three of his family members were also charged.
The charges were announced on Thursday by Washington County District Attorney Gene Vittone and the Pennsylvania State Police Department.
LoCastro, 57, of 203 Spartan Dr. in Bethel Park, was charged with two counts of corrupt organizations, two counts of criminal conspiracy, 18 counts of theft by unlawful taking and 18 counts of defrauding secured creditors. If convicted on all charges, LoCastro could face up to 206 years in prison.
Also charged were:
Frank LoCastro of 151 Carol Dr. in Peters Township, brother of Vincent—two counts of corrupt organizations, two counts of criminal conspiracy, 32 counts of theft by unlawful taking, 32 counts of defrauding secured creditors and one count of unsworn falsification to authorities. If convicted on all charges, Frank could face up to 370 years in prison.
Nicole LoCastro of 203 Spartan Dr., daughter of Vincent—two counts of corrupt organizations and two counts of criminal conspiracy. If convicted on all charges, Nicole could face up to 80 years in prison.
Joseph Bruce LoCastro, of 203 Spartan Dr., son of Vincent—two counts of corrupt organizations and two counts of criminal conspiracy. If convicted on all charges, Joseph could face up to 80 years in prison.
The allegations set forth in Thursday's filing of criminal charges are based on documents filed before Magisterial District Judge David Mark.
Those documents allege that:
Between Dec. 23, 2008, and Feb. 5, 2009, Frank LoCastro purchased multiple vehicles and financed them through multiple financial institutions.
Frank LoCastro used fraudulent employment and income information to obtain the loans.
Frank LoCastro subsequently defaulted on all of the loans.
Examination of the records from each transaction show that 14 of the vehicle purchase transactions also involved Vincent LoCastro; 10 of the transactions involved Joseph LoCastro; and eight of the transactions involved Nicole LoCastro.
"Filing of criminal charges under Pennsylvania's Racketeering Influenced and Corrupt Organizations Act is a rare event due to the complex nature of these types of cases," Vittone said.
"The Pennsylvania State police investigation exposed the fraudulent car financing scheme by the Locastros conducted through All Pro Auto Mall in Canonsburg. Hundreds of hours of police work were invested in this case. For their dedication, I commend the diligent efforts of the state police in this investigation."
All criminal defendants are presumed innocent until proven guilty.
No charges have been filed against any LoCastros related to any involvement with EZ Auto Sales. EZ Auto is approved in Baldwin Township to run a motor vehicle sales agency at 514 McNeilly Rd., but as of Wednesday, 514 McNeilly is vacant with only an "EZ AUTO SALES" banner hanging there.
EZ Auto does not own 514 McNeilly.
---
Former car dealer LoCastro and family facing fraud charges
http://www.post-gazette.com/stories/local/neighborhoods-south/former-car-dealer-locastro-and-family-facing-fraud-charges-635447/
May 11, 2012 12:25 am
By Janice Crompton / Pittsburgh Post-Gazette
A former Bethel Park car dealer and three members of his family have been charged with obtaining fraudulent loans to buy cars.
Washington County officials on Thursday announced they had charged Vincent LoCastro, 48, of Bethel Park, with two counts of corrupt organizations, two counts of conspiracy, 18 counts of theft by unlawful taking, and 18 counts of defrauding secured creditors.
Also charged were his brother Frank LoCastro, 57, of Peters, and Vincent LoCastro's two children, Nicole, 21, and Joseph, 26, who live with their father.
Frank LoCastro is charged with 69 counts of theft and conspiracy, charges that state police and the Washington County district attorney's office say involved his buying vehicles and financing them through multiple financial institutions.
From Dec. 23, 2008, to Feb. 5, 2009, police said Frank LoCastro, in conjunction with his brother, niece and nephew, used fraudulent employment and income information to obtain 19 loans totaling $509,831 from institutions including PNC, Bank of America and Huntington Bank.
After paying the first several monthly installments, court records show Mr. LoCastro subsequently defaulted on all of the loans.
Several of the banks told police they have not been able to find the vehicles to repossess them.
Nicole and Joseph LoCastro each face two counts of corrupt organizations and two counts of criminal conspiracy.
In the past three years, Vincent LoCastro has faced hundreds of criminal charges in conjunction with his former business, the All Pro Auto Mall in Canonsburg.
In November 2010, he was convicted of 27 counts of falsifying odometers and engaging in unprofessional conduct, although 572 other charges were dropped. He received 12 months probation and paid $5,695 in fines.
A year ago, he was convicted in federal court for identity theft and check-kiting charges involving a scheme to fraudulently obtain car loans for luxury automobiles and was ordered to pay $545,872 in restitution and serve three years probation.
Janice Crompton: jcrompton@post-gazette.com or 412-851-1867
First Published May 11, 2012 12:00 am
Family charged in car scheme
http://www.observer-reporter.com/or/break11/05-11-2012-locastros-charges
By Kathie O. Warco Staff writer kwarco@observer-reporter.com
5/11/2012 3:33 AM
The owner of a former Canonsburg used car dealership and three family members face racketeering and theft charges stemming from a car financing scheme.
Vincent LoCastro, 57, of 203 Spartan Drive, Bethel Park, who once owned All Pro Auto Mall, is charged with two counts each of corrupt organizations and conspiracy as well as 18 counts each of theft and defrauding creditors.
His brother, Frank LoCastro, 47, of 151 Carol Drive, McMurray, is charged with two counts each of corrupt organizations and conspiracy along with 32 counts each of theft and defrauding creditors. He also is charged with unsworn falsification.
Vincent LoCastro's son, Joseph Bruce LoCastro, 26, along with his 21-year-old wife, Nicole LoCastro, also of 203 Spartan, also were charged with two counts of corrupt organizations and conspiracy.
A trooper with the state police Bureau of Criminal Investigations filed the charges this week at the office of District Judge David Mark.
Frank LoCastro reportedly purchased 16 high-end vehicles from dealerships in Pennsylvania, Ohio, New Jersey and Maryland between Dec. 23, 2008, and Feb. 9, 2009. Thirteen different financial institutions were used to finance the purchases. Vehicles purchased included a Hummer, Porsche, Mercedes-Benz and Cadillac Escalade.
Vincent LoCastro, along with his son and daughter-in-law, reportedly were involved in the vehicle transactions. Specifically, Vincent LoCastro was involved in 14 transactions; Joseph LoCastro, 10; and Nicole LoCastro, eight.
Frank LoCastro reportedly gave false information on loan documents, identifying himself as vice president of LoCastro & Associates with an annual salary of $144,000. Frank LoCastro then defaulted on the loans.
Court documents indicate creditors lost more than $400,000 on the defaulted loans. Some of the vehicles were recovered, but others were not, investigators said.
"Filing of criminal charges under Pennsylvania's Racketeering Influence and corrupt Organizations Act is a rare event due to the complex nature of these type of cases," said Eugene Vittone, Washington County district attorney.
"Hundreds of hours of police work were invested in this case," added Vittone.
Vincent LoCastro is no stranger to Washington County courts. Last September, he pleaded guilty to charges in connection with a false insurance claim in November 2008. He was sentenced to 18 months of probation after pleading guilty to one count each of insurance fraud, theft and forgery. LoCastro also was fined $500.
In December 2010, LoCastro pleaded guilty to unlawful business practices at the dealership from 2007 to 2009.
Also in December 2010, LoCastro was indicted in federal court for allegedly using another person's personal information to obtain financing for nine luxury cars. He was charged with identity theft for allegedly using the name, date of birth and Social Security number of "a person known to the grand jury" to acquire loans that resulted in four banks losing thousands of dollars.
Last June, LoCastro pleaded guilty and was placed on probation for 3 years. He was ordered to pay restitution in the amount of $545,872.
All four LoCastros are expected to be arraigned before Mark on the charges later this month.
heard some goofy rumors today about this trash email me
somethings up other than the stock price!
Since the RB Pinnacle board has turned into a place for certain posters to do nothing more than mislead, I guess this is now the main place to go for information.
Now....anyone got any?
So, any more news on Vince or his brother? Anyone know if he's still "working" with Ray Anthony?
It's going nowhere because you are being evasive. If you answered questions honestly, I'll bet we could get a rousing discussion going.
I got bored halfway through. What's the Readers Digest version? Banks are bad, zardiw good?
WOW, most excellent post.
WOW
I actually forget how long ago this stock was exposed as a scam. You would think people would have gotten over that by now.
Geesh.
I'm bored with this content empty, go nowhere convo.......et z
I rest my case:
Posted by: Georgia Bard (Gary Swancy)
Date: 1/22/2001 5:40:23 PM (ET)
Post # of 331
Let us hold your 144 cert for safekeeping!
No matter where you go in the USA, you are told that you can not short against 144 restricted stock. That is about as true as you can not short an OTC stock. All stock can be shorted if it is in a brokerage account, which will show up in the broker’s long position.
As a service most brokerages are more than happy to hold a certificate for you in their vault. That way should you decide to register the 144, they would at least have the certificate on hand and only the form 4 plus a signature verification document would be all that is required. That can easily be done by fax or email. But is it wise to have a brokerage firm hold a 144 certificate for you in safekeeping? Is it really safe?
Well take today for example. I was watching a security, which I have 3 year restricted 144 stock. Now I had placed that 200,000 shares of 144 in certificate form into a brokerage house that told me they would glad to hold for me in their vault. So I did not sign it but just put sent it in to the broker to hold for me. Of course, I then see the 200,000 shares in my account on my monthly portfolio statement. The statement also notes they are restricted and the equity has no value by the denoted N/A under the Price column and thus no market value across the board. Now based on that statement the brokerage's long position just increased in accordance to my portfolio statement.
Now I realize and know the float is only 240,000 but it has traded the float over the past week and I could not understand where they were getting the stock to roll the bid every 30 – 90 seconds. (“Rolling the Tape”) So I called a broker and surprisingly was informed there was a big seller. Now how could that be since there was no large positions except 144 holders that I knew of at all. Further checking, I discovered there was plenty of stock in the long position of the clearinghouse! In other words, my restricted shares were now showing up in the Broker’s long position that MMs, MIMs, offshore and other players of the market can legally short against. (“Shorting Against the Box”)
A Brokerage’s Long Position is the available stock in the brokerage house accounts that can be shorted against that has not already been shorted. In other words, all stock in a Brokerage’s accounts can be shorted against, restricted or unrestricted. Thus the infamous “Air Shares” suddenly becomes “Restricted Air Shares” if the 144 holder happens to place a restricted certificate in their brokerage house for safe keeping. Because the share amount shows up as shares in the holder’s account, the brokerage shows all shares on the report as a long position for the brokerage.
Lets say that a brokerage house has in its accounts 1,000,000 shares, which is their long position to hopefully sell at a higher price. Of that say 500,000 is restricted that they are merely holding for 144 holders. The brokerage still shows a long position of 1,000,000. If someone plays the market and ”short against the box,” say 500,000 shares then the long position would reduce to 500,000 shares. Basically, they have shorted the unrestricted and have the restricted to go or vice versa. Now say another broker needs to borrow some of the long position to short and make an orderly market. Then the other 500,000 shares can be loaned out and thus shorted against the brokerage’s long position.
Restricted or not, signed or not, giving a broker a certificate for any reason is like putting a T-Bone steak (raw or cooked to whatever preference) on the floor and asking your dog to guard it. When you get back you will discover all that is left is the bone and the dog is still chewing on it. Please note, the dog is waging his tail and loves you to death but will growl at you if you try to even take the bone back. Expect a terrible hassle just to get what is left.
What does the Internet do? They merely start screaming P&D, or some other wild card to justify the stock price and the blame is no where close to the actual events of what has occurred. Now it may very well be 144 stock but not the 144 holders selling it. Most likely they are under the old belief you can’t short 144, which is apparently bogus.
Say a stock is trading at $10.00 a share. A 144 holder places his restricted stock certificate at his broker for safekeeping. The 144 holder now does not have to worry about trying to keep up with the certificate because they feel it is safe hands. Well, the MMs and MIM once the long position is out can just sell the fired out of the stock thus pre-selling the 144. Seems strange but the broker basically just nailed their client who they are suppose to be looking out for by the way. Just like the dog started eating the second you walked out the door.
Now the MIM has sold you out high and the price plummets. Watching with disbelief, you scratch your head on what happen to the stock price. Who in their right mind would be selling the stock, you ask yourself? Now you are ready to sell a bit once the legend is lifted and the price is 80% down from where you first put it into the brokerage house. Your brokerage house will be more than happy to sell the stock for you for a commission or buy it from you. Eventually, it makes back to whoever sold for you so they get the difference from when they pre-sold it for you much higher and can cover in getting you to sell at the low price. Still chewing on the bone in another words. But do not think about trying to pull that cert. Oh man the dog will used whatever they can to stop that from happening.
Bottom line is the 144 holder could not sell the 144 and was trying to be responsible and protect his interest. Heck, the 144 holder did not even sign the certificate nor even file a form 4 if they could. Unknowingly, they just shot themselves in the foot allowing a brokerage to hold their restricted security certificate and guard their investment.
When I called today to pull the certificate out and have it mailed back to me, I was informed of a numerous scenarios about getting my certificate. I was told it would take 6 weeks because the certificate was in the brokerage’s name. How could that be because the legend was still on the certificate and I had not signed it or even filed a form 4. The more I pressed on that issue I was later told that they had my original certificate and it was not in the brokerage’s name or street name. I was told they had talk to the company legal counsel and I was later told that did not happen especially after I did inquire to the counsel. I was told I needed the CUSIP numbers (I did not know you needed both restricted and unrestricted CUSIPs!), the certificate number and a reason for calling my certificate back.
Man I was blown away. My reason was became I owned the flipping certificate and I wanted back. I got both the CUSIP numbers and the certificate number to send in the written-signed request for my certificate. I even gave my Federal Express Account number so I could get the certificate back to me registered mail.
At the end of the day, I have discovered that anything in a brokerage account, restricted or unrestricted, is a long position and can be shorted. Supply and demand now is basically potential supply and demand. I was told today the “Rolling the Tape” I had been witnessing was, “Keeping the market honest.” Talk about an oxymoron or a contradiction in terms. But very few days come along where a light bulb come on or a 2x4 hits you in the head awakening you to the reality of the market.
Never put more into a brokerage account that you are willing to sell. Greed is putting in more shares than you are willing to let go of in a short term basis. They stock you do not intend to sell will be sold one way or another as long as it is in the brokerage account and thus showing up on the brokerage's long position.
I have to wonder how many people unknowingly realize that by putting their 144 certificates in their brokerage house, they actually are shooting themselves in the foot? Are they aware the market is actually about to nail them financially? How many stocks have been nailed not by 144 holders selling but putting their certificate in the hands of their broker for safe keeping and someone else sells for them? Could account for a tremendous MM oversell from what I have learned today.
Not only that, have you ever sent a certificate in to a brokerage house and it is free trading? Ever watch the selling that occurs prior to the 3 days to clear before you can sell. Envision this … you send in a certificate for say 100K shares and are informed it takes 3 days to get good delivery to street name. The broker upon receiving the certificate can short the stock. Who cares about fundamentals or anything? They got a certificate.
Hey, this is based on events today that I experienced and I could possibly be wrong. However, at 10:48 AM when I called for that 144 certificate the last “Rolling the Tape” occurred at 10:47 AM. The rest of the information in this composition was obtained by speaking to professional brokers. It was quite an eye opening experience and explains to me how a lot of stocks fall and no one lied because they have not sold a share. Nothing more than that someone else selling "Restricted Air Shares" causing the downward movement and looking for the holder to sell at the low price.
#1 Rule of the Market: Sell High (even if it is not your stock) and buy low (especially if it is the holders of the stock you sold against)
:=) Gary Swancey
z
I'm on your list of they? Explain.
LOL! You say go back to the beginning and there's your culprits and you are post number 3. Hmmmmmmmmm, I note post number 4 is very happy to see you here.
You are like Mccurddy, you keep using the term "they". Why is everyone so afraid to name names if they know them? Do "they" scare you?
But moving along, so at 600 million shares you thought it was naked shorted, what did you think when the share count kept growing? Wasn't it about 2 billion?? Did you still think it was "they"? Do you still not blame management?
Why is it, no one is willing to spell this out?
Try reading the board from the beginning........and this butter wouldn't melt etc.....is too funny..........z
Some known, some unknown....but you prolly know all of em.....and yes....there was and probably is a lot of air shares out there....and that WAS my original interest in the stock...we thought we could get them to cover....what a dream.....they NEVER freaking cover.....lol......cause guess what....they figure they can drive it to no bid.......and that's what they did.......z
Wait a minute....are you saying there was talk of a naked short long before the stock got going?
Hmmmmmm, a few holes there. At the time, there was only something like 600 million shares or so. I just checked and I bought on 3/1/00 at .465, which was probably the all time top!
So, there's no way there was already talk of a naked short.
I believe it was a check cashing biz.
I'm curious as to who you think is on "the crew"?
I'm very confused right now. Who do you think brought down the company?
Hall?
Turino?
Jensen?
Andle?
Vinny?
The Mob?
SBG?
Slhicks?
Treff and slurpy?
LandM?
Riter?
Rodders?
Wendy?
Flecksman?
guru?
Elgindy?
Janice?
McCurry?
Who exactly in your mind do you think is to blame for the downfall?
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