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The Ubiquity Fraud Continues..
Big deal, they have a new website. Who cares, they have no business. Notice how the famed Sprocket is still coming soon. For how many years has it been coming soon?
I bet they are back to private placements again, and are selling stock and enriching themselves.
Does the scam continue????
The Ubiquity website is back up, though some things have been removed. I bet they are selling more private stock telling investors that this a great deal, a bargain, and that they will get it re-registered.
You missed it. Its was the best.
Yes, shares are worthless by any reasonable measure.
Not saying this with any agenda, just looking at the financial statements (which are not audited) and I would encourage you to do likewise.
- UBIQ has never produced any revenue, ever.
- They have taken an impairment charge and written their intellectual property (i.e., the patents) down to $0. They are worthless.
- By my estimate they have raised at least $30 million via private placements. If you trace through their financials all this money has basically gone to the Carmichael's directly and through what look to be very high overhead charges that are probably supporting their lifestyle.
- Between 6/30/16 and 6/30/15 the outstanding shares have more than doubled, massively diluting everyone. We don't know where this stands as this is a year old number.
- They are in default in over $3 million in borrowings. Where did the borrowed money go, it didn't get used to build a business. In other words they owe a lot of money and no way to pay it. A forced bankruptcy is possible.
- Look at the long list of litigation against the firm -- where there's smoke there's fire if you read the claims against them.
- They claim to have a restructuring plan that is based on selling another $5 - 10 million of stock to pay off the debt. Would you give them money looking at this track record?
- They have agreed with the SEC that the shares should be deregistered.
- On a more qualitative level, think about all the grandiose press releases (Sprocket on iPhone, Gift Sender, movies from their studio, imminent upgrade to the NASDAQ that was always a lie as they were never close to meeting listing requirements, and on and on) that all amounted to nothing.
- This is the easy stuff to cite, there is way more in their filings. Some things that are contradictory lies by Chris Carmichael. But I suspect you get the gist.
Against these facts from their own SEC filings ask yourself is there even a light at the end of the tunnel - highly improbable.
UBIQ Problems exposed.
Their issue is not just that they aren't compliant it is the content of the filings.
Including:
- They have now written the IP down to be worthless. So much for their vaunted patents.
- The still have no revenues after all these years.
- They owe people a ton of money and have no way to pay it.
- The lawsuits continue to mount.
- They're plan to restructure is based on getting new investors to pay off the debt - for a business that has no business. How does that work?
- There are materially contradictions in the most recently filed 10-Q, they aren't audited.
- It will be interesting to see if they can get an audited statement out. Ha ha.
Good luck, but this is a dead duck and the Carmichael's have no one to blame but themselves.
Deregistration is a timing question.
UBIQ has agreed to what the SEC wants. It now goes to the full Commission. Once that happens it will stop trading on a public exchange. Bureaucracy moves slowly sometimes.
SEC Reply to UBIQ Just Posted
Read it here...
https://www.sec.gov/litigation/apdocuments/3-17884-event-15.pdf
A complete lie in the 10-K
So, UBIQ adds a paragraph saying that Carmichaels had loaned the company $14MM in 2015 and 2014. Yet, nowhere in the cash flow statements or balance sheets does this money appear. It is a complete fraudulent statement - have fun lawyers.
Also, that same paragraph says that he filed a UCC to secure his loans. Yet in a subsequent paragraph it says:
The Company had certain notes payable outstanding to related parties as of December 31, 2015 and 2014. During the years ended December 31, 2015 and 2014, the Company borrowed $1,204,905 and $225,000 from Chris Carmichael for which payments were made of $599,732 and $225,000, respectively. As of December 31, 2015 and 2014, Christopher Carmichael was owed $605,172 and $0, respectively. The amounts were unsecured, incurred interest at 8% per annum and due on demand.
This directly contradicts the paragraph claiming he loaned the company money and now he claims he is secured. They cannot both be correct.
Its Really Pathetic...
So a few comments. First off, the numbers cited in the footnote's text do not match the numbers in the balance sheet. He says he has outstanding loans in the text that are much larger then related party loans.
There is no evidence in the financial statements that the Carmichaels are in any way providing cash to UBIQ. On the contrary, they and their family are taking cash, raised from dilutive equity sales, out of the company.
Second, by what rights does the CEO of a company have to secure, what are otherwise unsecured liabilities, and place himself ahead of other creditors. Lets see this stand up in court. I would really like to see the documents from the Board that allowed him to become secured from an unsecured position. The legal term is fraudulent conveyance.
Third, the UCC is mentioned in the 2015 10-K. It either belongs in subsequent events or in the 2016 10-K, which has yet to be filed.
Fourth, all the auditor letter really says is we looked at things. It really means nothing else. And, given the numerous errors in the 10-K one has to wonder what they really did.
This meets all the defining characteristics of a classic fraud.
They promised the Court they will already be compliant (June 30). They obviously aren't.
They were scheduled to respond to the SEC on July 10. If they did the SEC has yet to post their response. The SEC's response to their response is due tomorrow. That will provide a better feel for where things stand legally. If you read the judge's order on June 30, you will see she is skeptical of UBIQ management.
How this ends...
There are two separate questions in play. The first is will the SEC prevail and have the share registration revoked. If so, Ubiquity continues except that the stock gets delisted and can't trade on any markets.
The second is the financial situation and obligations of the company. We know a few things. The company is in default on all its debt (or convertibles) in the amount of at least $3.3 million. In total (excluding legal settlements and derivative liability) that have $9.5 million in liabilities -- all of which are current.
We also know that to the degree they have cash they burn through it quite quickly and that they have no operating cash flow. We don't know how long the private placements (the proceeds of which all seem to go to the Carmichaels) can continue.
They have also taken impairment charges on the patents, marking them to essentially worthless. We also don't know if there are any liens against the patents.
We still lack an audited set of financial statements from 2016 -- they are not in compliance, which may influence the administrative judge -- so these numbers are all provisional.
So, either they can reach some form of agreement with their creditors, or the creditors can force foreclosure and which point the company would likely file for bankruptcy protection and everyone will fight over the remains.
I would completely discount their proposed "restructuring plan" as selling $5 - 10 million of additional stock looks to be a very heavy lift.
Sorry to hear about your real losses. Its too bad they never had a real business and it was all about personal enrichment.
Please sue me.
Everything you say in your post is complete nonsense. I would happily provide you my contact information and see you in court.
I have not posted anything that is not backed by facts and in fact in almost all cases just report on things from UBIQ SEC filings and press releases.
Let me know if you, or your lawyer, want to talk. I can't wait.
Actually they have pitched them as being worth billions.
I agree this con is over. Unless they are prosecuted their next grift is already in the works.
Their patents are basically worthless -- they have written them down on their 2015 10-K.
These are small little last gasp stock moves. They face an uphill battle to convince an Administrative Judge not to terminate their registration.
They have never had an business and do not seem to have any prospects.
What is your favorite UBIQ Lie?
There are so many. Mine is we are going to list on NASDAQ when they didn't meet any of the listing requirements. Ha, ha.
Another missed deadline, still delinquent. I wonder what they will tell the Administrative Judge in their hearing if they even show up.
What complete jokers.
Financial Statements are Incorrect (Fraudulent)
Well the UBIQ self promotion machine is gearing up again. How silly can a press release be?
Of slightly more interest is the 2015 they filed today. It raises, or more likely verifies, that UBIQ exists for one reason: to sell stock so the proceeds can go to the Carmichaels. They report having sold close to $5 million since 12/31/15. Also, they have now taken impairment charges making their IP near worthless.
Having said all the that, the most interesting feature is that they show $7.7 million in accrued legal to settle lawsuits as of 12/31/15. There is a problem with this. The lawsuits occurred and judgements rendered after 12/31/15. This is incorrect financial reporting, nee fraudulent. Who audited this stuff and signed off?
That's exactly what it is, a sad joke.
Another sad, very misleading PR from the mind of UBIQ.
Let's see if they actually file to get current or have another excuse.
The Enforcement Division of the SEC
You can find a link on the SEC.COM website. Its an easy form to fill in. Or just call them.
Act fast before the hearing at the beginning of January.
He hasn't been sentenced yet. He could get up to five years.
Chris will be in the next cell. I will bet he is singing like a canary to the Feds about UBIQ to cut his sentence as a part of a deal.
Excellent analysis, worth reading
https://seekingalpha.com/article/4075584-ubiquity-inc-recent-sec-filings-press-release-raise-troubling-issues
PR full of half truths and lies.
Typical of UBIQ to put out another lying PR suggesting all the tens of millions of dollars they took for themselves and yet they can't file financials is someone else's fault.
Among the chief things the PR gets wrong is that SCM is an investor in Netlinkz (formerly known as iWebgate, get your facts straight UBIQ) and there is zero evidence of any actual revenue for UBIQ from whatever relationship there may be. This is all typical distraction and mis-direction. SCM does not control these companies.
BTW, Netlinkz is a very troubled, very small company in its own right. Surpised UBIQ keeps raising this, which if you go back and check was going to be a source of riches for UBIQ. Again, all hot air.
And, responding the way UBIQ did in a PR to SCM, who represents a large block of stock, shows the disdain that UBIQ has for their shareholders and doesn't address the issues associated with self dealing and violations of law that SCM raises.
If this wasn't sad it would be funny.
There are many similar competing patents out there for similar types of things.
That said, as this will most likely quietly go dark and/or the debt holders will get the patent rights anyway we will likely never know if they have any value.
Either way the equity in this company is worthless.
Deregistration Most Likely Outcome
In cases where a stock gets suspended and moves into the grey market the most frequent result is the SEC revoking its registration. There are virtually no cases where a stock has returned to a traded market.
In the case of UBIQ, even a cursory review of its history and what few financial filings there are lead you to conclude that this is its most likely outcome too.
Keep in mind...
- Despite tens of millions of dollars raised, that all went to the Carmichaels, there were never any revenues.
- After all these years, and all the promises, if the IP had commercial value something would have happened. It has no value.
- There is no cash left in the company and there are multi million dollar legal judgements and millions of dollars of defaulted debt to pay
- It will take between $350,000 to $500,000 that must be paid in advance to get an auditor to even due the work to file financial statements. Where will this money come from?
Do not be confused that the hearing before an administrative judge was rescheduled as indicating there is a glimmer of hope. Rescheduling happens all the time.
There is no glimmer of hope here, it's basically over.
Change in timing is not unusual. The burden of proof by management is very high. They have taken literally tens of millions of dollars out of this now corpse. Where will they get the cash to complete audits?
Also, almost ne stock has ever ended up in the gray market and been able to get back to the pink sheets or OTCBB.
The SEC will have a very hand and heavily scrutinize everything.
Effectively Dead
There never was anything here, so I am not sure people are giving up. What is more the case is that the SEC's processes have now begun with the most likely outcome being deregistration.
Worthless, but...
Any careful reading for the last few years will have revealed that this UBIQ was pushing worthless shares.
The question now is will they ever resume trading. If so, then one has a dilemma. Does one try and sell all of one's holdings at any price so as to least be able to have the tax loss to offset other gains?
If one can't book a loss then the tax advantages become much trickier to obtain and use.
13 Facebook followers Total
Yes, this is really a trending company. Nothing new on its FB page in over 3 years and only 13 people follow it.
If the level of fraud wasn't so sad it would be a funny joke.
$22 MN gone Missing - Where is the $$
UBIQ has all the attributes of a scam company - pump n' dump.
Importantly, based on the few SEC filings one has to ask where all the cash went. For the years 2013 and 2014, plus the first nine months of 2015 UBIQ sold $18 million in common stock. In the last filed 10-Q they said that subsequent to the filing they sold another $1.8 million in stock, at 3.3 cents per share.
In total they have raised over $22 million in cash between stock sales and net note issuance.
Yet,
- As of the last published balance sheet they had only $142,000 in cash. That's right, $22 million flowed in and right back out with nothing for investors to show for it.
- The company has never produced revenues to speak of, despite claims of great things to come
- They ceased filing with the SEC and are delinquent
- They now promise to correct this, why did it take so long
- Since they 3rd quarter of 2015 how much more stock have they sold? And, how much more dilution have shareholders endured?
- They have awarded themselves millions of shares of stock and millions of options
- The overall outstanding share count has exploded, diluting owners, but we do not have any idea what the current outstanding is
- They are being sued by multiple parties for everything from securities fraud to failure to repay notes when due. This includes a recent $7.7 million judgement.
- There have been multiple paid promotions in the last few months, at which point the trading volumes increases materially, otherwise the stock trades by appointment only.
So what did they spend all this cash on?? My guess is themselves.
The end of UBIQ is near
$7.7 Million Judgement Against UBIQ
Incorrect.
Default judgment is a binding judgment in favor of either party based on some failure to take action by the other party. Most often, it is a judgment in favor of a plaintiff when the defendant has not responded to a summons or has failed to appear before a court of law.
Now the defendants would have to either appeal or ask to have it set aside. The burden of proof is against them.
Also, in this case the plaintiff can now use the default judgement to file against them in other jurisdictions to collect. But, there is nothing to collect from the company as it has no assets left. They will go against the Carnichaels personally and get whatever they have.
A judgement is a judgement. It is legally binding and fully enforceable.
UBIQ lost, they need to pay the plaintiff. He will now work through the process of collecting.
UBIQ is, and always was, a and easily demonstrable scam to enrich the Carmichaels. Things are coming home to roost.
All the lawsuits, and there are many, can be tracked on Pacer.
UBIQ Loses Major Lawsuit
Gerald North successfully sued UBIQ and its officers and won $7.7 million. Now he tries to collect.
There are other suits working through the system, which they will also likely lose.
For anyone wondering, they are probably insolvent unless they have raised several million dollars through rounds of private placements as they have in the past.
More Dumps to Come
We can surmise that there are still more pump & dumps to come. There is stock to be sold, either by promoters paid with stock or by the Carmichaels. We can safely infer that this is their ATM and as long as the Feds (nee SEC) doesn't shut it down the next time they need money there will be a repeat of the last few cycles.
The bottom line, that we all know, is that the combination of lawsuits that are proceeding through the court system and the likelihood of SEC actions will ultimately end this.
Note: I did get your note abouting becoming a moderator. Alas, I am not a "paying" customer so I couldn't reply and can't be one.
Keep up the good work.
Legal Problems Mounting
Another major lawsuit. Damocles sword is in motion.
insert-text-here
Why No 8K?
As is typical of everything else for this scam, they claim there have been changes to the BoD, yet no SEC filings. Yet the new alleged Board Member isn't on their website nor has be updated his LinkedIn profile.
That's because it is total fabrication to facilitate stock trading. Let the lawsuits continue.
Still A Fraud.
This is the same pump and dump management that has been there the whole time. If any of the recent PRs were legitimate there would be 8-Ks filed with the SEC.
This is the same crowd that is completely delinquent in their filings, that has no revenue despite all their claims of greatness, whose Chairman & CEO was charged with criminal fraud, etc.
Total Scam by UBIQ
Another totally nonsense PR from them. The guy they say has joined their Board doesn't appear on the VC fund websites.
Setting up more pump-n-dump. More fodder for the lawsuits.