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Thanks. It seemed an odd choice. But it was what I saw when I looked it up at Amazon.
No, it was regular print. I don't see large print on Amazon App as compared to webpage. Maybe its an amazon thing.
That does sound interesting. Is it really a large print book? That seems strange.
I don't know about "good light" - I finished it this weekend. Fascinating and enlightening is the words that comes to mind. Regardless of what is true or not in it, it was a good story. And I agree that most of these OTC CEO's are mini-madoffs as he calls them. Even if only some things are true then some assumptions are right and some things were way wrong.
Well, I think if he just made stuff up, there's a chance he could be sued anyway.
There's a reason the real people who feature in historical novels have generally been dead for a long time.
The back cover calls it a "novel." IMO the only reasons for the "fictional/ novel" disclaimer is (a) for legal reasons and (b) because the truth of their crimes are likely too mundane and boring to be marketable. Such scammers are a penny a dozen.
lol, I missed that part. What on EARTH is the point of "fictionalizing" a story that was dramatic enough in real life?
What mystifies me is why it's apparently in large print. Did he write it for his grandmother?
Self published "mea culpa" or 351 pages of whitewashing and sucking around for a movie deal? The "look inside" feature on page III says it's a "fictionalized dramtization based on a true story and real life events."
Charged, convicted and lost on appeal. I won't buy knowing a dime will go to the author. I'll wait till one shows up on eBay for $1.00. Goodwill sells books cheap there. At least the money will go to a charity.
https://www.securitieslawyer101.com/2015/big-apple-consulting-mark-jablon-and-mark-kaley-lose-appeal/
Here's a link to it at Amazon:
https://www.amazon.com/Pennies-Millions-Mark-Kaley/dp/B091WFG5N4/ref=sr_1_1?dchild=1&keywords=From+Pennies+to+millions&qid=1619642862&s=books&sr=1-1
Seems it's an effort to portray him and his buddies in a good light.
Kaley from Big Apple published a book on Amazon dishing the dirt on Big Apple, CyberKey, clients and the whole gang. "From Pennies to Millions" is title.
Nice post and good information. William Peterseim was an officer at Big Apple for years so there are multiple overlapping bad actors. Had the SEC and DOJ done its job, all the bad apples would have been indicted by the DOJ instead of given a slap on the wrist by the SEC.
Case in point - Guy Jean Pierre and the alleged FSPM scheme.
Maybe Roy Meadows would like to explain how it is that Big Apple got a free pass.
As for Hamon Francis Fytton, I've noticed he sometimes calls himself "Harmon F. Fytton", and sometimes "H. Francis Fytton". A minor point, but often a bad sign...
Just some updates for this forum (hopefully one of the admins see this)
#1) Gold Entertainment Group Inc (GEGP) was a Big Apple Consulting ticker.
According to the GEGP S-1 filing in 2010 they hired an Investors Relation Consulting in April of 2007. They don't name the consultant in the S-1 filings, but terms of employment read extremely similarly to all of Big Apple's consulting contracts.
https://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7097033
Here is a bit of scam trivia for the board, Guy M. Jean-Pierre was working under a cooperation agreement with the FBI when he forged over 100 legal opinions.The billions of shares of stock that hit the public markets in approximately 15 issuers was done while he was under the thumb of the FBI.
What is even more interesting is that Gut Jean-Pierre was in house for Belmont Partners/Joseph Meuse/ Marc Jablon. Can anyone count the number of issuers and investors impacted by this?
Complete corruption and the representatives of the FBI and DOJ should be investigated.
Joseph DiFrancesco teamed up with Michael Gibilisco [MG Studios] in recent years on something called IZON-- "glasses free 3D TV." They set about trying to get all sorts of tax credits and grants to set up a factory in Florida. The promise was they would hire dozen's of people in the area too manufacture TV's (despite the fact that no TV's are made in the USA anymore). http://articles.orlandosentinel.com/2013-09-10/news/os-izon-3d-tv-seminole-20130909_1_incentives-tvs-televisions
The two go way back https://www.sec.gov/Archives/edgar/data/1414295/000114420410049556/v196782_8k.htm
They were running this virtual venture from Gibilisco's old place in Longwood, FL.
http://www.newestfilings.com/123850-3d-future-vision-ii-inc
Gibilisco was a longtime partner/ crony of Marc Jablon aka BIG APPLE CONSULTING. Together they ran (manipulated) 3D EYE SOLUTIONS aka 3D 3ENTERTAIMENT HOLDING [TDEY]. The IZON board also includes Jablon's SEC convicted co-defendant Dominic Crain.
http://icrowdnewswire.com/2015/06/30/izon-3d-tv-technology-that-takes-3d-glasses-out-of-the-equation/
This is interesting. This was the last filing by Big Apple client, Made in America before it was suspended. It used Richard Rossi’s phone number at Equity Technology for that of the company.
https://www.sec.gov/Archives/edgar/data/1058056/000110801710000041/mia8k.ht
Joseph AKA Joey DiFrancisco did a lot of deals with Big Apple and Richard Rossi.
http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=OfficerRegisteredAgentName&directionType=ForwardList&searchNameOrder=DIFRANCESCOJOEY%20L040000050862&aggregateId=flal-l04000005086-53b96c83-3dde-4ed7-8a8b-d39b27569787&searchTerm=DiFrancesco&listNameOrder=DIFRANCESCOJOEY%20K381502
Why is it Richard Rossi constantly shows up when someone is allegedly threatened?
United States District Court, M.D. Florida.
Orlando Division
Jacques DANON, Plaintiff,
v.
MADE IN AMERICA ENTERTAINMENT, INC. f/k/a Raven Moon Entertainment, Inc, a Florida corporation, and Joseph DIFRANCESCo, Defendants.
May 19, 2009.
Plaintiff's Renewed Dispositive Motion for Summary Judgment and Incorporated Memorandum of Law
Edward M. Baird, Esquire-trial Counsel, Florida Bar Number: 0498629, Mark T. Snelson, Esquire, Florida Bar Number: 783021, Wright, Fulford, Moorhead & Brown, P.A., 145 North Magnolia Avenue, P.O. Box 2828, Orlando, Florida 32802-2828, (407) 425-0234 (Phone), (407) 425-0260 (Fax).
COMES NOW the Plaintiff, JACQUES DANON, by and through his undersigned counsel, and pursuant to Rule 56, Federal Rules of Civil Procedure, and Local Rule 3.01, files this Renewed Dispositive Motion for Summary Judgment and Incorporated Memorandum of Law, and states the following in support:
BACKGROUND
1. This is an action brought by Plaintiff to recover amounts due and owing from Defendant MADE IN AMERICA ENTERTAINMENT, INC. f/k/a RAVEN MOON ENTERTAINMENT, INC. (“RME”) pursuant to a contract entered into by the parties titled “Securities and Proceeds Investment and Distribution Agreement.” In addition, Plaintiff alleges that Defendant JOSEPH DIFRANCESCO (“DiFrancesco”), RME's President, personally guaranteed RME'S contractual payment obligations to Plaintiff pursuant to a Personal Guaranty. The principal amount alleged to be owed from Defendants to Plaintiff is $493,979.33.
2. Plaintiff filed its original Dispositive Motion for Summary Judgment and Incorporated Memorandum of Law, and all factual support, on February 10, 2009. [Doc. Nos. 20–24]. Defendants asked for a continuance on the original motion to conduct discovery. [Doc. No. 25]. Thereafter, this Court issued an Order denying the original motion, but granting Plaintiff leave to refile upon the close of discovery. [Doc. No. 26]. The discovery deadline was May 1, 2009.
UNDISPUTED MATERIAL FACTS
3. Defendant RME is a Florida corporation with its principal place of business in Longwood, Seminole County, Florida. See Amended Complaint, ¶ 3 [Doc. No. 12]; Defendants' Answer and Affirmative Defenses to Amended Complaint, ¶ 3 [Doc. No. 14].
4. On or about August 12, 2008, RME changed its name to MADE IN AMERICA ENTERTAINMENT, INC. See Amended Complaint, ¶ 4; Defendants' Answer and Affirmative Defenses to Amended Complaint, ¶ 4.
5. Defendant DiFrancesco is a resident of the State ofFlorida, and is sui juris. See Amended Complaint, ¶5; Defendants' Answer and Affirmative Defenses to Amended Complaint, ¶ 5. At all times material to this cause, DiFrancesco was the President of RME. SeeAmended Complaint, ¶ 19; Defendants' Answer and Affirmative Defenses to Amended Complaint, ¶ 19.
6. On or about August 2,2007, Plaintiff and RME entered into a written contract titled “SECURITIES AND PROCEEDS INVESTMENT AND DISTRIBUTION AGREEMENT” (hereinafter “Agreement”). A true and correct copy of the Agreement is attached to the Amended Complaint as Exhibit “A.” See Amended Complaint, ¶10; Defendants Answer and Affirmative Defenses to Amended Complaint, ¶10.
7. Attached to the last page of the Agreement is a Personal Guaranty executed by DiFrancesco. See Amended Complaint, ¶ 20; Defendants' Answer and Affirmative Defenses to Amended Complaint, DiFrancesco's Answers to Interrogatories, #10 [Doc. No. 23]; Transcript of March 30, 2009 Deposition of Joseph DiFrancesco (hereinafter “DiFrancesco Depo.”) 12:18 –13:4; 44:17 –45:4 [Doc. No. 45].
8. Pursuant to the Agreement RME was obligated to make periodic payments to Plaintiff for a total amount equal to the “Total Net Proceeds,” as that phrase is defined by the Agreement. See Amended Complaint, ¶ 11;endant Defenda Answer and Affirmative Defenses to Amended Complaint,¶11.
9. RME was obligated to pay Plaintiff fifty percent (50%) of the outstanding “Total Net Proceeds” on or before February 15,2008. SeeAmended Complaint, ¶ 14; Defendants' Answer and Affirmative Defenses to Amended Complaint, ¶ 14.
10. The full amount of the “Total Net Proceeds” became due to Plaintiff on or about September 15, 2008. See Amended Complaint, ¶ 15; Defendants' Answer and Affirmative Defenses to Amended Complaint, ¶15.
11. RME has only paid Plaintiff a total of $35,000.00 pursuant to the Agreement. See RME'S Answers to Interrogatories, #6 [Doc. No. 24]; DiFrancesco Depo. 16:1 –17:17.
12. DiFrancesco, personally, has made no payments to Plaintiff. See DiFrancesco's Answers to Interrogatories, #7.
13. On July 3,2008, Plaintiff provided written notice to RME and DiFrancesco of their respective defaults under the Agreement and Personal Guaranty. See Affidavit of Danon, ¶ 4 [Doc. No. 21].
14. Plaintiff has realized only $6,020.67 from sales of escrowed RME stock. See Affidavit of Danon, ¶ 5.
15. Plaintiff has paid $19,615.00 in margin interest on his UBS account. See Affidavit of Danon, ¶7.
16. Prior to the Effective Date of the Agreement, Plaintiff had incurred $39,664.50 in attorney's fees related to the business transactions between Plaintiff and Defendants. See Affidavit of Danon,¶7.
17. At the time it entered into the Agreement, RME's intent was to comply with its terms. See DiFrancesco Depo. 67:1-4, 68:23 –69:15.
18. DiFrancesco has never contacted Plaintiff to repudiate the Personal Guaranty which he alleges was procured through duress. SeeSecond Affidavit of Danon, ¶ 4 [Doc. No. 44]; DiFrancesco Depo. 21:17 –22:4.
19. RME has asserted only one Affirmative Defense in this action; Plaintiff's alleged failure to mitigate his damages. DiFrancesco has joined in that defense, and has also asserted two other Affirmative Defenses; (1) the Personal Guaranty lacked consideration, and (2) the Personal Guaranty was executed under duress. See Defendants' Answer and Affirmative Defenses to Amended Complaint.
MEMORANDUM OF LAW
I. Plaintiff is Entitled to a Motion for Summary Judgment Against RME
A. RME's Material Breach of the Agreement
RME materially breached the Agreement by failing to make required payments to Plaintiff. Article 1.2 B of the Agreement reads as follows:
Investor Upside: Total Net Proceeds. [Plaintiff is] to be paid, from the escrow disposition as aforesaid, monthly, as available, payments for a total amount equal to the Total Net Proceeds. Total Net Proceeds shall not be reduced by Escrow Agent-related fees, brokerage commissions and/or other charges, if any, as such will be borne by [RME].
Each month following the first month net proceeds are recognized and due, by the 10th day of the month, the wire payment shall be made by the Escrow Agent to [Plaintiff], as stated herein, of the net proceeds.
“Total Net Proceeds,” which shall be documented and identified to the Escrow Agent as soon as practicable, shall be an amount of no less than $400,000 and no more than $500,000 and shall be calculated as follows:
-the sum of $360,000
- plus attorney fees of the [Plaintiff] paid or accrued (to be confirmed in writing to [RME]) on or prior to the Effective Date,
- plus an amount equal to 15% per annum (simple interest) on the unpaid portion of the principal amount of $360,000 for the period of time between July 24, 2006 and the date the [Plaintiffhas] received $360,000 from the Escrow Agent or from [RME],
- plus an amount equal to the margin interest paid (to be confirmed in writing to [RME]) by [Plaintiff] on the [Plaintiff's] existing UBS brokerage account (“UBS Account”) (upon the date [Plaintiff] receives in aggregate $360,000 from [RME], Escrow Agent and or Personal Guarantor pursuant to this Agreement and/or the Guaranty attached hereto, no further margin interest shall be reimbursed to [Plaintiff] by [RME]).
The section immediately subsequent, Article 1.2 C, states as follows:
Company Upside; Company Benefit Disposition.
1. [Plaintiff] shall be paid the Total Net Proceeds notwithstanding if the escrow fails to generate sufficient net proceeds, so if there is a deficiency of net proceeds from the escrow, the [Plaintiff] shall be due, and shall have the right to demand and collect the deficiency from [RME]. [RME] guarantees that [Plaintiff] shall receive Total Net Proceeds pursuant to the following schedule: (i) if the [Plaintiffhas] not been paid, from [RME] and/or the escrow, at least 50% of the figure that is the Total Net Proceeds amount due within the six month period starting from August 15, 2007, then the deficient amount (difference between 50% of the figure of Total Net Proceeds due and actual paid Total Net Proceeds plus any [RME] payments to [Plaintiff] during said six months) shall be due and payable within 30 calendar days from the expiration of said six months (30 days being to allow time for calculation and reconciliation by [RME] of the amounts paid and due) and upon payment any Securities in escrow up to half of the original amount in escrow shall be forfeited to the Company for cancellation or disposition as in the case of the end of the escrow as detailed below; and
2. At the end of 12 months from August 15, 2007, the same shall apply as to any deficiency as to the unpaid Total Net Proceeds, being that the deficient amount (difference between the figure of Total Net Proceeds and actual paid Total Net Proceeds plus any [RME] payments during said 12 months) shall be due and payable within 30 calendar days from the expiration of said 12 months (30 days being to allow time for calculation and reconciliation by [RME] of the amounts paid and due) and upon payment any Securities remaining in escrow shall be forfeited to [RME] for cancellation or disposition as in the case of the end of the escrow as detailed below; and,
3. [RME] shall pay the sum of $35,000 to the [Plaintiff] to be applied to the obligation of the Total Net Proceeds as follows: $25,000 within 10 business days of the Effective Date and $10,000 within 40 calendar days of the Effective Date.
During the said first six months, any excess payments to the [Plaintiff], if the Total Net Proceeds remain due and unpaid, shall be carried forward and paid to the Plaintiff and credited to the obligation of [RME] for the second six months.
According to Article 1.2 B, the Total Net Proceeds payable to Plaintiff was capped at $500,000, even if the actual calculation proved higher. The Total Net Proceeds calculation as applied to Plaintiff pursuant to Article 1.2 B is as follows:
•The “sum of $360,000,” together with 15% per annum simple interest on the unpaid portion thereof;1
• Plus $39,664.50 for Plaintiff's attorneys' fees paid or accrued on or prior to the Effective Date of the Agreement;
• Plus $ 19,615.00 in margin interest paid on Plaintiffs UBS account.
This calculation pushes the Total Net Proceeds over $500,000, putting the cap into effect.
Plaintiff has realized only $6,020.67 from the sales of the escrowed shares of RME stock. Subtracting this amount from the $500,000 cap leaves a balance of $493,979.33.
Pursuant to Article 1.2 C, paragraphs 1 and 2, fifty percent of the $493,979.33 balance ($246,989.66) was due from RME to Plaintiff by February 15, 2008, and the remaining fifty percent was due from RME to Plaintiff by September 15, 2008. Neither payment was made and, pursuant to Article 2.9 E of the Agreement, Plaintiff provided RME with written notice of its default on July 3, 2008.
“ ‘Where the determination of the issues of a lawsuit depends upon the construction of a written instrument and the legal effect to be drawn therefrom, the question at issue is essentially one of law only and determinable by entry of summary judgment’.” Barnes v. Diamond Aircraft Industries, Inc., 499 F.Supp.2d 1311, 1315 (S.D. Fla. 2007), quoting Angell v. Don Jones Ins. Agency, Inc., 620 So.2d 1012, 1014 (Fla. 2d DCA 1993). The amounts paid by RME to Plaintiff pursuant to the Agreement are undisputed. Therefore, liability related to the remainder of the Total Net Proceeds due to Plaintiff is an issue of law to be determined from the terms of the Agreement.
The unambiguous terms of the Agreement provide for a total of $500,000 to be paid to Plaintiff on the schedule recited above.
The elements of a breach of contract action are supported by the undisputed record facts; RME and Plaintiff entered into a valid contract (the Agreement) that RME intended to comply with, RME materially breached the contract by failing to pay the Total Net Proceeds to Plaintiff, and, by not receiving the money he is contractually entitled to, Plaintiff has suffered damages. See Beck v. Lazard Freres & Co.,LLC, 175 F.3d 913, 914 (11th Cir. 1999) (holding the elements of a breach of contract action under Florida law are (1) a valid contract; (2) a material breach; and (3) damages); Abbott Laboratories, Inc. v. General Electric Capital, 765 So.2d 737, 740 (Fla. 5th DCA 2000).
B. RME's “Affirmative Defense”
RME's lone “Affirmative Defense,” Plaintiff's alleged failure to mitigate his damages, is supported by RME with a single set of alleged facts:
Plaintiff failed to mitigate its damages, if any, by, among other things, failing to bring action against Raven Moon at the time the alleged breach occurred. Instead, Plaintiff waited more than six (6) months to pursue recovery against Defendant for Plaintiff's alleged losses, during which time, Raven Moon's ability to repay Plaintiff diminished. (emphasis added).
See RME's Answers to Interrogatories, #9.2 This is certainly a novel argument to support a “failure to mitigate” defense, and is not supported by legal authority. The mitigation of damages or “avoidable consequences” doctrine in Florida was described by the Third District Court of Appeal in Winter v. American Automobile Association, 149 So.2d 386,387 (Fla. 3d DCA 1963), wherein the Court stated:
In an action on a contract, if a plaintiff [by reasonable exertion of care] can prevent damages resulting to him by reason of the defendant's wrongful acts, it is his duty to do so, and, so far as he can thus prevent them, he cannot recover therefor.
Taken logically, RME's argument would require a plaintiff to file suit immediately upon a breach of contract, negligent act, or violation of law. According to RME, if a plaintiff fails to bring suit immediately, then he has failed to mitigate his damages if, by circumstance, the defendant's financial circumstances worsen by the time the plaintiff does actually bring suit.3 RME's argument would unreasonably require a plaintiff to; (1) thoroughly investigate the defendant's financial condition at the moment the contract is breached, and (2) forecast whether the defendant's financial condition will improve or decline going forward. This is not an example of the “reasonable exertion of care” described by Winter. Plaintiff has scoured the governing case law and cannot find a case which supports the novel argument put forth by RME.
Although RME's mitigation defense is not supported by law, it evidences RME's liability to Plaintiff. The crux of the argument is that RME's “ability to repay Plaintiff diminished” between the date of the breach and the date Plaintiff filed suit. Such an argument impliedly concedes there is a duty to “repay Plaintiff' in this case, and that there was, at least at one time, an ability on the part of RME to “repay Plaintiff” This begs the question, if RME had an ability to pay Plaintiff the amounts set forth in the Agreement, and its only affirmative defense is an alleged post-breach failure by Plaintiff to mitigate its damages, why did RME fail to pay Plaintiff on the schedule imposed by the Agreement, especially in light of DiFrancesco's testimony that RME intended on complying with the terms of the Agreement? DiFrancesco Depo. 67:1-4; 68:23 – 69:15.
C. Conclusion
The Total Net Proceeds due to Plaintiff from RME total over $500,000, and, thus, the total amount due is capped at $500,000. Plaintiff has obtained $6,020.67 from the sale of escrowed RME stock and, subtracting that amount from the $500,000 limit leaves a $493,979.33 balance. RME contractually agreed to pay the balance due in fifty percent installments, with the first being due on February 15, 2008, and the second being due on September 15, 2008. RME defaulted under the Agreement by failing to make either payment, and Plaintiff has suffered damages as a result of the default. RME's only so-called “affirmative defense” to its breach of contract is not recognized by Florida law.
II. Plaintiff is Entitled to a Motion for Summary Judgment Against DiFrancesco
A. DiFrancesco's Material Breach of the Personal Guaranty
The Personal Guaranty executed by DiFrancesco and attached to the Agreement states, in full:
THIS GUARANTY is made by the undersigned officer of Raven Moon Entertainment, Inc. (“Company”) in his personal and individual capacity (“Personal Guarantor”).
In consideration of the execution of the above Agreement between Company and Investors, and provided the Investors are not in breach of the Agreement, Personal Guarantor hereby certifies and attests that he personally guarantees the payment of the amounts owed by the Company to the Investors as stated above in the event of non-payment of such amounts when due by the Company, or material breach of any guarantee(s) made by the Company to the Investors pursuant to the Agreement. Personal Guarantor represents and warrants that he has not taken and will not take any actions to transfer his assets that would reduce his ability to honor his guarantee hereunder to the Investors.
As established above, RME failed to pay amounts owed to Plaintiff pursuant to the Agreement. Additionally, DiFrancesco admits that he has not personally made any payments to Plaintiff since the execution of the Agreement. See DiFrancesco's Answers to Interrogatories, #7. Therefore, DiFrancesco has violated the terms of the Personal Guaranty.
B. DiFrancesco's Affirmative Defenses
DiFrancesco has asserted three (3) Affirmative Defenses to Plaintiff's action on the Personal Guaranty. First, he argues that the Personal Guaranty is unenforceable because he “derived no bargained for legal benefit or determinant in exchange for his execution of the guaranty.” See Defendants' Answer and Affirmative Defenses to Amended Complaint. Second, DiFrancesco asserts that the Personal Guaranty is unenforceable because it was executed under offensive pressure, threats and duress. Finally, DiFrancesco joins in the mitigation defense plead by RME. DiFrancesco's first two defenses will be addressed, in turn. Plaintiff's response to the mitigation defense included in the discussion of RME's affirmative defense similarly applies to DiFrancesco's joinder in the defense, and Plaintiff incorporates that response herein.
1. Consideration
DiFrancesco argues that he did not personally derive any “bargained for legal benefit or determinant in exchange for his execution of the guaranty.” See Defendants' Answer and Affirmative Defenses to Amended Complaint. However, whether DiFrancesco received any direct personal benefit in exchange for the execution of the Personal Guaranty is immateria.4 “[W]here the promise of a guarantor is shown to have been given as part of a transaction that included the creation of the guaranteed obligation, the consideration supporting the obligation will also support the contract of guaranty.” Dunser v. Southeast First National Bank of Miami, 367 So.2d 1094, 1095 (Fla. 3d DCA 1979); see also Texaco, Inc. v. Giltak Corp., 492 So.2d 812, 814 (Fla. 1st DCA 1986) (holding “when principal and guarantee contracts are executed as part of the same transaction, the consideration supporting the principal contract also supports the guaranty”). Therefore, the Personal Guaranty is enforceable even if no direct consideration was given personally to DiFrancesco according to Dunser and Texaco, Inc.
In Dunser, a bank sued a husband, the maker of two promissory notes in the bank's favor, and a wife, the guarantor of the notes. 367 So.2d at 1095. The wife argued that her guaranty was not supported by consideration given personally to her. Id. Despite the defense, the trial court entered summary judgment in favor of the bank. Id. The wife appealed, again arguing that her promise of guaranty was not supported by consideration. Id. The Third District Court of Appeal held that the defendant's argument was “without merit” and stated that “the law is clear that where the promise of a guarantor is shown to have been given as part of a transaction that included the creation of the guaranteed obligation, the consideration supporting the obligation will also support the contract of guaranty.” Id.
According to DiFrancesco himself, “[t]he Personal Guaranty was executed in conjunction with the Agreement” and “[t]he two documents were executed simultaneously.” See DiFrancesco's Answers to Interrogatories, #10, 11 (emphasis added). Therefore, pursuant to Dunser and Texaco, Inc., if the promises contained in the Agreement are supported by consideration, then so is DiFrancesco's guaranty.5 To that end, the following acknowledgement is stated on the first page of the Agreement:
The [Plaintiff] and [RME] confirm all terms and conditions stated herein; therefore: In consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Investors hereby agree as follows: (emphasis added)
In addition, Article II of the Agreement is a section devoted entirely to “REPRESENTATIONS AND CERTAIN PROMISES OF THE INVESTORS.” The Agreement is unambiguous and it reflects specific consideration flowing to RME for its promises and guarantees. Additionally, in Article 2.9 of the Agreement, Plaintiff makes agreements and promises “to the Company and Personal Guarantor.”Under the authority of Dunser and Texaco, Inc., the Personal Guaranty is supported by consideration, and DiFrancesco's defense must fail.
2. Duress
DiFrancesco also affirmatively defends Plaintiff's action on the Personal Guaranty on grounds of duress. See Defendants' Answer and Affirmative Defenses to Amended Complaint. In particular, he argues that the Personal Guaranty was executed under “offensive pressure exerted on DiFrancesco from the Plaintiff Danon. Specifically, Danon threatened the health, safety and well being of DiFrancesco prior to DiFrancesco signing the Personal Guaranty, and, but for this duress, DiFrancesco would not have signed the Personal Guaranty.” See Defendants' Answer and Affirmative Defenses to Amended Complaint.
Plaintiff's interrogatories to DiFrancesco asked him to “specify each and every instance which Danon threatened the health, safety and well being of DiFrancesco prior to DiFrancesco signing the personal guaranty.” See DiFrancesco's Answers to Interrogatories, #4. In response, DiFrancesco identified only two (2) instances of alleged duress-causing threats made by Plaintiff, an August 9, 2006, phone conference between Plaintiff and DiFrancesco, and an unidentified email from Plaintiff to Plaintiff's own attorney that DiFrancesco cannot produce. See DiFrancesco's Answers to Interrogatories, #4.
The alleged August 9, 2006, phone conference could not have produced the duress in DiFrancesco causing him to execute the Personal Guaranty because the alleged phone conference happened approximately one year before the Personal Guaranty was negotiated through counsel and executed. See DiFrancesco's Answers to Interrogatories, #4, 10. The following excerpts from the deposition of DiFrancesco sheds light on the substance of this lone alleged phone conference between Plaintiff and DiFrancesco:6
A: So when Mr. Danon called me, I didn't know anything about the warrants should have been registered. I had no clue. Okay. Grocock was still our attorney. And so when he called me, I said–you know, he called, I need to get the money back. And I go – I need to return the stock. So I said – I said, well, when did you purchase it? He says, well, you know its been a while now. So we looked it up and it was like 21 days later. I said, I'm sorry Mr. Danon, you can't rescind a deal because it's 21 days later. And he blew up into a rage and started to get – now, I was on the speakerphone and I just took it into the handset.
Q: Uh-huh.
A: Okay. So then, you know, that was an issue. And he got a little heavy, you know, with me. I'm going to get you, I'm going to get your company and all that. And I'm like, okay.
Q: Let me stop you there. On that phone call where you said he got enraged and you picked up the speakerphone –
A: Yes.
Q: I notice in your answer to this interrogatory you talk about how he said he'd get you or get him, is the actual quote, and get all of you
A: Yeah.
Q: Referring to those associated with Raven Moon. Is that all specifically he said – let me ask you this: Did he ever threaten bodily harm on you specifically?
A: Okay. He was cursing, he was using– was talking in French and English. Okay?
Q: Do you speak French?
A: No.
Q: Okay
A: So I – the answer to your question is, I don't think so, no.
Q: Okay.
A: You know, because – I mean, I couldn't – all I knew at that point was I have a madman on the other line and, I'm – you know, I'm sorry, I can't do anything for you.
Q: How long did that conversation last?
A: I mean, it wasn't that long. It was – because I – when he called, you know, we pulled the warrant and looked at it. It had a medallion guaranty on it from the broker. In other words, it was like perfectly executed. It wasn't, you know – and so maybe three minutes.
Q: Okay. And does that include the time he was on speakerphone and the time you picked up?
A: Yeah. I mean, I'm really guessing three minutes. Could have been four, five minutes.
Q: Sure. Less than ten
A: Oh, yeah.
DiFrancesco Depo. 28:2 - 30:5;
Q: So you don't – that less than ten-minute phone call, we'll see, you don't ever – and I understand you don't speak French and if he was speaking French, you wouldn't know what he was saying, but you don't ever specifically recall him threatening you bodily harm?
A: No.
Q: Did he threaten anyone that you work with or anyone in your family with bodily harm?
A:Just the reference to I'll get all of you.
DiFrancesco Depo. 30:17 –31:1;
Q: Do you recall anything more – do you recall any other specifics of the threatening nature of the phone call other than his, quote, I'll get you, I'll get all of you, and the fact that he was saying it in a loud voice?
A: A loud voice, in French, in English. Maybe he said something in French. I have no idea.
Q: Okay.
A: You know, but I can't say, Joey, I'm going to kill you.
Q: He didn't say that obviously
A. No.
DiFrancesco Depo. 31:13-24.
The only other instance that DiFrancesco argues constitutes coercive conduct is an alleged threat contained in an email from Plaintiff to Plaintiff's former counsel, William Uchimoto, Esquire. See DiFrancesco's Answers to Interrogatories, #4. DiFrancesco states that the email was “forwarded to Richard Rossi, Esq. (former counsel for DiFrancesco), but not to DiFrancesco. However, DiFrancesco was made aware of the threat.” See DiFrancesco's Answers to Interrogatories, #4. DiFrancesco, despite being specifically asked in the interrogatory, does not identify the date of the email, the date he “was made aware of the threat” in the email, or the substance of the alleged “threat.” See DiFrancesco's Answers to Interrogatories, #4. DiFrancesco also admits he does not possess a copy of the alleged email. See DiFrancesco's Answers to Interrogatories, #4.
It is imperative to note that Plaintiff did not make the alleged email threat directly to DiFrancesco. To the contrary, as explained by DiFrancesco, the alleged threat was transmitted in an email from Plaintiff to his own counsel. Plaintiff's counsel then allegedly forwarded the email to DiFrancesco's counsel. There is no indication that DiFrancesco actually received the purported email containing the alleged threat. DiFrancesco only indicates that he “was made aware of the threat.” Therefore, the alleged threat or coercive statement was transmitted to DiFrancesco in a highly indirect manner, if at all.7 The following excerpts from the deposition of DiFrancesco are enlightening in this regard:
Q: Staying with interrogatory number four, and we'll go to the second paragraph of your answer, you talk about a threat contained in an email, William Uchimoto acknowledged an email threat sent to him directed towards DiFrancesco, which he referred to Richard Rossi, Esquire, but not to DiFrancesco; however DiFrancesco was made aware of Danon's threat. Did you ever receive the email that's being referred to?
A: No.
Q: Do you know what specifically it said
A: All I know is that Danon was totally bent out of shape and made threats, quote – this is Richard Rossi telling me, threats, derogatory remarks, I mean, anything he can throw into a pot and say against me or the company, et cetera.
Q: Okay. But Mr. Rossi didn't tell you the specific wording of the threats, what they entailed
A: (Shakes head.) He said he was going to get me a copy of it, but he never did.
Q: To this day, have you ever seen a copy of the email
A: It's like the magic bullet; it has disappeared somewhere.
Q: Okay. Have you asked Mr. Rossi if he– MR. DEERY: Just for the record, that's a no, you've never seen it?
A: Yes. Yes, no. The answer is no.
DiFrancesco Depo. 38:7 – 39:10;
Q: Okay. Is it your understanding that this is an email that my client sent to his attorney, Mr. Uchimoto and Mr. Uchimoto then forwarded it to Mr. Rossi
A: Yeah and – because Richard Rossi, I specifically recall, said, I have no idea why Bill Uchimoto sent this to me to show the characterize (sic) of his client to me.
DiFrancesco Depo. 39:19–40:1.
“Duress is a condition of mind produced by improper external pressure that destroys the free agency of the party compelled to act in a manner not of his or her own volition.” Smith v. The Paul Revere Life Ins. Co., 998 F.Supp. 1412,1416(S.D.Fla. 1997) (holding also that whether duress was suffered can be determined through summary judgment). Florida law requires that two factors coexist in order to set aside a contract on grounds of duress. Peralta v. Peralta Food, Corp., 506 F. Supp.2d 1274,1280 (S.D. Fla. 2007). First, “it must be shown that the act sought to be set aside was effected involuntarily and thus not as an exercise of free choice or will.” City of Miami v. Korv 394 So.2d 494,497 (Fla. 3d DCA 1981); Peralta, 506 F.Supp.2d at 1280. Second, the “condition of mind was caused by some improper and coercive conduct of the opposite side.” City of Miami, 394 So.2d at 497 (emphasis added). In order for a duress defense to lie, “the act supposedly coerced must be caused by some improper or illegal conduct” by the opposite party. Id. at 498 (emphasis added); G.E.E.N. Corp. v. Southeast Toyota Distributors, Inc., 1994 WL 695364 *5 (M.D. Fla. 1994).
DiFrancesco cannot meet the first factor required for a duress defense; “it must be shown that the act sought to be set aside was effected involuntarily and thus not as an exercise of free choice or will.” City of Miami, 394 So.2d at 497. According to DiFrancesco himself, the negotiations pertaining to the Personal Guaranty, which were done “strictly between” the parties' respective counsel, did not begin until July 2007, approximately eleven (11) months after the alleged August 9, 2006 phone conference. See DiFrancesco's Answers to Interrogatories, #10. In the span of time between the alleged phone conversation and the execution of the Personal Guaranty, DiFrancesco consulted with his counsel, negotiated the terms of the Agreement and Personal Guaranty through his counsel, and approved both the Agreement on behalf of RME and the Personal Guaranty as evidenced by his execution of same. See DiFrancesco's Answers to Interrogatories, #4,10, and 11.
“When ‘a particular course of action is raised by one's own volition, and is finally decided upon in a deliberate and considered choice between alternatives, no finding of involuntariness, and thus no conclusion of duress may be sustained’.” Peralta, 506 F.Supp.2d at 1281, quoting City of Miami, 394 So.2d at 497-498. In DiFrancesco's Answers to Interrogatories, #10, he states the following in discussion of the Personal Guaranty and the alleged coercive threats:
Specifically, negotiations pertaining to the Personal Guaranty occurred strictly between Richard R. Rossi, Esq. and William Uchimoto, Esq. DiFrancesco ultimately signed the Personal Guaranty under duress. Specifically, William Uchimoto, Esq. conveyed to Defendant's attorney, Richard R. Rossi, Esq., threats were made by Danon regarding DiFrancesco. By executing the Agreement and Personal Guaranty, DiFrancesco believed he could temporarily appease Danon's anger at Raven Moon and DiFrancesco for not allowing Danon to rescind his purchase of the stock, which he thought to be unrestricted, and to avoid any possible aggression by Danon against DiFrancesco. DiFrancesco hoped to resolve all issues with Danon during the one-year period contemplated by the Agreement and Personal Guaranty, including, but not limited to, selling all stock held by Danon. The Personal Guaranty was executed in conjunction with the Agreement.
(emphasis added). In the interrogatory answer DiFrancesco admits that he made a deliberate decision to execute the Personal Guaranty upon the belief that doing so would appease Plaintiff's alleged anger and allow him a one year period to “resolve all issues with Danon.” Such a reasoned decision cannot be considered an involuntary action obtained through coercive conduct. DiFrancesco testified about this topic as follows:
Q: In entering into the contract and the personal guaranty, is that correct, was it your plan to work out all the issues – first of all, let me ask you this: Is it your understanding of the contract that it gives you a certain amount of time to pay money, essentiall? Right?
A: Well, if you want to know what that means, that particular thing – all right –first. He received two billion shares of stock. Okay? The plan was he would receive $35,000 up front on the execution of the agreement and then they wanted to select a –an independent agent to be the escrow agent of the stock. And then Bill Uchimoto has a friend at a brokerage firm that he said was a very good broker and that the agent and the broker would then be selling Mr. Danon's stock. So that reference – in other words, like –obviously, it didn't happen, but the thought was you know, Mr. Danon would sell enough shares of stock during the one-year period to pay the first part of the – of the due bill of the contract.
Q: That was your plan?
A: Well, that was my hope.
Q: Okay. Did you take that hope into account when you executed the personal guaranty
A: Well, it was one of the things that Rossi said. He – you know, they're setting this up, he could very well sell the stock, but, you know, I mean, look, at that point, as I said, I was totally confused. I was – you know, I was hoping for the best of anything at that point. I didn't – I would hang my hat on the fact that, you know, he was going to sell it all.
DiFrancesco Depo. 42:1 – 43:8.
Further deposition testimony shows that DiFrancesco; (1) had previously refused to sign the Personal Guaranty on several occasions, (2) considered the consequences of not signing the Personal Guaranty prior to execution, (3) was repeatedly advised by his attorney to sign the Personal Guaranty, and (4) had a plan to “win the war” by “investigating” Plaintiff during the repayment period. DiFrancesco Depo. 93:4–93:22; 90:23–91:15; 44:17 – 45:4; 23:7–24:5; 104:17-105:10.
Assuming, arguendo, that the alleged email exists and contains a threat that was ultimately communicated to DiFrancesco, and that the alleged August 9, 2006 telephone conference wherein alleged threats were made actually took place, DiFrancesco's affirmative defense nonetheless fails to meet the first requirement for setting aside a contract on grounds of duress based upon his own responses to interrogatories and deposition testimony. As stated in Peralta, “it must be shown that the act sought to be set aside was effected involuntarily and thus not as an exercise of free choice or will.” Id. at 1280 (emphasis added). To the contrary, DiFrancesco admits to:
• Negotiating the terms of the Agreement and Personal Guaranty through his counsel;
? Formulating an independent belief and strategy in executing the Personal Guaranty;
? Hoping that Plaintiff would be able to sell his stock to obtain repayment;
? Considering the consequences to himself and his company in refusing to sign the Personal Guaranty;
? Refusing on several occasion to sign the Personal Guaranty;
? Formulating an independent belief that by executing the Personal Guaranty he would appease Plaintiff; and,
? Formulating a plan to investigate Plaintiff during the repayment period in an effort to “win the war.”
These admissions prove that DiFrancesco was not deprived of his free will in executing the Personal Guaranty, and, therefore, the defense of duress cannot lie as a matter of law. Id. at 1280–1281.
DiFrancesco also fails to meet the second prong of a duress defense; the duress must have been caused by some improper or illegal conduct of the opposite party. City of Miami, 394 So.2d at 497. DiFrancesco's deposition testimony reveals that, if he was under duress, the duress was caused by acts and omissions of his own attorneys, Richard Rossi and Ben Grocock, not by Plaintiff:[color=red][/color]
Q: Uh-huh. Okay. The phone call – the one phone call you did have with Mr. Danon from August of the previous year, August of '06 – were you still under duress from that phone call at the time you signed the personal guaranty, which was almost a year later?
A: The impact that he made during that phone call still resounded in my mind, but if I said a scale from one to 100, that registers about 20. The period just prior to me signing the personal guaranty registers at 95 on that same scale and – in other words, that was the beginning and then all of a sudden later on it starts to get really intense.
DiFrancesco Depo. 66:12-25;
Q: We spoke earlier –you said on a scale of zero to 100 –we're talking about the duress causing events - and you said at the time you signed the personal guaranty, the previous year's phone conference with Mr. Danon was maybe a 20 on that scale. Do you remember that testimony?
A: Yes.
Q: Okay. And on the same scale, you said the constant barraging and pressure being put on you by Mr. Rossi was, what, a 90 or 95, I think you said?
A: Clarify.The barrage and pressure put on from Mr. Danon to Mr. Uchimoto to Mr. Rossi to me was like 95 percent.
Q: Okay. And you kind of segued into my next question. During that time frame where there was this pressure being put on to you from your attorney and it came from the other side and his attorney –
A: Right.
Q: - Mr. Danon or his attorney, Mr. Uchimoto, never directly contacted you during that time, did they, to put pressure on to get the deal done?
A: No.
Q: Okay. It all came through your attorney
A: Correct.
DiFrancesco Depo. 96:6–97:5;
A: And as far as the regulatory thing goes, you know, is concerned, I think that's a secondary issue and this point. The point is the pressure they were putting on –because the pressure that Danon was imposing on Bill Uchimoto and Bill Uchimoto was literally begging Richard Rossi, look, you've got the agreement, he's willing –they 're all willing to go. The only thing that he wants is Joey's personal guaranty, you know. I mean, that was the pressing thing.
Q: But you had said no before, correct, to the personal guaranty
A: When it was first mentioned to me, I said, are you crazy? Why am I signing a personal guaranty? It's a corporate thing, it's a company thing. Shouldn't involve me in it.
Q: Approximately how many times did you tell Mr. Rossi that you were not going to sign a personal guaranty?
A: I don't know.
Q: More than three?
A: It was a few times, because he kept saying that, look, we 've got this thing negotiated, it's going to cool down. And he goes, my brother is part of the FBI. I mean, that was a big issue to me. You know, we're going to find out who this guy is, we're going to have him detained, we 're going to have him investigated. Okay? Let him win the battle. We 're going to win the war. So, I mean, you know – I mean, you –it's like, you know, you keep badgering the person –and you know, again –you know, earlier I said to you I graduated high school. Barely. Barely. Okay.
DiFrancesco Depo. 92:19 - 94:1;
Q: Let me ask you this: Did Rossi ever say, Joey, I talked to Danon, he's a crazy man, saying I talked to him directly?
A: No.
Q: On the flip side of that, did he tell you, this is what I heard from Uchimoto. Uchimoto's telling me Danon's mad, Uchimoto's telling me this, that and the other thing?
A: Yes.8
Q: Okay. So it's your understanding that Mr. Rossi's beliefs about Mr. Danon and his temper and his rage and all that were coming from Mr. Uchimoto?
A: Yes, the fact that he was like out of control and putting pressure on him.
Q: That's what Uchimoto was telling Rossi?
A: Correct.
DiFrancesco Depo. 103:5-20. In addition, DiFrancesco testified that RME's former securities counsel, Ben Grocock, committed malpractice by failing to register the securities that Plaintiff bought (which ultimately lead to the Agreement and Personal Guaranty). DiFrancesco also testified that this malpractice played a role, at least in part, in his alleged duress and his decision to sign the Personal Guaranty. DiFrancesco Depo. 45:18 – 46:3; 32:5 –34:21; 35:19 – 36:4; 58:2-15.
According to the undisputed facts, the worst that can be said about Plaintiff is that he put pressure on his former attorney to obtain the Personal Guaranty. In turn, as in many contract negotiations that occur on a daily basis, Plaintiff's former attorney put pressure on DiFrancesco's attorney, Richard Rossi. The undisputed testimony shows that Rossi then “badgered” his client to sign the Personal Guaranty. In addition, the malpractice committed by RME's securities counsel added to DiFrancesco's purported duress. The alleged will-depriving coercion suffered by DiFrancesco was applied through the actions of his own attorneys, not by Plaintiff. Therefore, DiFrancesco cannot satisfy the second prong of a valid duress defense. City of Miami, 394 So.2d at 497.
Finally, an agreement which is induced by duress is voidable, not void. See Davis v. The Hefty Press, 152 Fla. 382, 389 (Fla. 1943);Mullan v. Bishop of the Diocese of Orlando, 540 So.2d 174, 177 (Fla. 5th DCA 1989). Since an agreement made under duress is merely voidable, the agreement may be ratified and affirmed by a subsequent action of the party allegedly coerced. See Mullan, 540 So.2d at 177. Furthermore, a party “claiming duress must act promptly to repudiate the contract or release, or he will be deemed to have waived his right to do so.” G.E.E.N. Corp. v. Southeast Toyota Distributors, Inc., 1994 WL 695364 *7 (M.D. Fla.). In. G.E.E.N. Corp., a case which is directly on point, the defendants sought a summary judgment dismissing the plaintiffs' claims on the basis that plaintiffs had previously released defendants. Id.at *1. Plaintiff argued that the written release was invalid because, among other reasons, it was procured through duress. Id. Noting that a contract obtained by duress is merely voidable, Judge Fawsett of this Court granted the defendants' motion for summary judgment due to the plaintiffs' failure to promptly repudiate the release at issue. Id. at *7.
G.E.E.N. Corp. cited to numerous cases where a party's duress defense was denied because that party failed to timely repudiate the contract at issue. Id. In the instant matter, the undisputed material facts show that DiFrancesco has never contacted Plaintiff to repudiate the Personal Guaranty. The first time DiFrancesco asserted duress was when he filed his Answer and Affirmative Defenses on September 9, 2008, over one (1) year after the Personal Guaranty was executed. Although this Court did not specify in G.E.E.N. Corp.exactly how promptly one must rescind a voidable contract, it did cite to Mariner Water Renaturalizer v. Aqua Purification Systems, 665 F.2d 1066 (D.C.Cir. 1981) as support for its holding that a voidable contract is ratified if the aggrieved party does not repudiate it in a timely manner. Id. In Mariner, the court held in a U.C.C. context that a time lapse of 5-8 weeks between a buyer's discovery of grounds for rescission of a voidable purchase/sale contract and the buyer's subsequent notification to seller was not reasonable for purposes of electing rescission. 665 F.2d at 1069-1070. In any case, waiting over one year to attempt to repudiate a contract allegedly obtained through duress cannot be considered prompt action. Accordingly, DiFrancesco has waived his right to void the Personal Guaranty.G.E.E.N. Corp., 1994 WL 695364 *7.
C. Conclusion
RME has admittedly paid Plaintiff only $35,000 under the Agreement. DiFrancesco admits that he has not personally paid Plaintiff anything, despite the obligation imposed by the Personal Guaranty. DiFrancesco's Affirmative Defenses must fail as matter of law. First, under Florida law a guarantor is not required to receive distinct consideration if the personal guaranty is executed as part of the principal contract. Second, DiFrancesco's admissions contained in his Answers to Interrogatories and deposition testimony completely eviscerate any asserted duress. Furthermore, if DiFrancesco was under duress when he executed the Personal Guaranty, he has since ratified the Personal Guaranty by failing to promptly repudiate it. Accordingly, the Personal Guaranty is valid and enforceable, and Plaintiff is entitled to recover the full amount due and owing under the Agreement from DiFrancesco.
WHEREFORE, the Plaintiff, JACQUES DANON, respectfully requests that this Honorable Court grant this Renewed Dispositive Motion for Summary Judgment, enter Summary Final Judgment in Plaintiff's favor against the Defendants, MADE IN AMERICA ENTERTAINMENT, INC. f/k/a RAVEN MOON ENTERTAINMENT, INC., and JOSEPH DIFRANCESCO, jointly and severally, in the amount of $493,979.33, and award Plaintiff any other relief deemed just and proper.
DATED this 19th day of May, 2009.
Q: Okay. So it's your understanding that Mr. Rossi's beliefs about Mr. Danon and his temper and his rage and all that were coming from Mr. Uchimoto?
A: Yes, the fact that he was like out of control and putting pressure on him.
Q: That's what Uchimoto was telling Rossi?
Footnotes
1
See Plaintiff's Affidavit of Interest. [Doc. No. 22]. The Affidavit of Interest calculates the interest accrued on the unpaid portions of the $360,000 principal amount. Therefore, the $35,000.00 RME has paid to Plaintiff pursuant to the Agreement is accounted for in the interest calculation.
2
It is imperative to note that this verbatim answer was furnished in response to an interrogatory which asked RME to “specify in detail each and every act or omission on the part of [Plaintiff] which you contend amounts to a failure to mitigate damages.” See RME's Answers to Interrogatories, #9 (emphasis added).
3
If RME's argument is affirmed then the Florida Legislature can repeal the statutes of limitations. If a plaintiff knows that he will face a mitigation of damages defense if he does not file suit immediately upon the breach of contract, then he would not need the five years afforded by the statute of limitations governing actions on written contracts. Section 95.11(2), Florida Statutes.
4
Plaintiff disputes DiFrancesco's argument that he did not receive consideration for the Personal Guaranty, but will assume it to be true for purposes of this Motion only to avoid any argument that a genuine issue of material fact exists.
5
RME has asserted no defense or allegation that the Agreement is unenforceable due to lack of consideration.
6
DiFrancesco testified that the August 9,2006, phone conference was the only time he has spoken directly with Plaintiff.See DiFrancesco Depo. 21:17-25. Plaintiff disputes that this alleged phone conference took place but this Court may assume it did for purposes of this Motion.
7
Plaintiff disputes the existence of the alleged email (which has never been produced) and its various transmissions, but does not contest DiFrancesco's allegation of its existence for purposes of this Motion only.
8
Moreover, DiFrancesco admits that Richard Rossi never relayed to him any specific threats allegedly made by Danon. DiFrancesco
Hey where did post 402 go? That had some interesting information - seems like only one side of the Big Apple story stays up on this board...
U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 23217 / March 11, 2015
Securities and Exchange Commission v. Guy M. Jean-Pierre, a/k/a Marcelo Dominguez de Guerra, Civil Action No. 12-cv-8886
Default Judgment Entered Against Securities Lawyer for Forging Attorney Opinion Letters for Microcap Stocks
The Securities and Exchange Commission announced today that a default judgment including nearly $1.5 million in disgorgement, prejudgment interest and civil penalty was entered on March 10, 2015 by the U.S. District Court for the Southern District of New York against Guy M. Jean-Pierre (Jean-Pierre) a/k/a Marcelo Dominguez de Guerra, a securities lawyer. Jean-Pierre engaged in a fraudulent scheme to issue forged attorney opinion letters that facilitated the transfer of restricted microcap shares on Pink OTC Markets Inc. (now named OTC Markets Group Inc.), after Pink Sheets had banned him from issuing such letters. Pink Sheets is a financial marketplace trading platform that provides price and liquidity information for nearly 10,000 securities. Jean-Pierre sought to evade the Pink Sheet ban by writing letters using his niece's identity and falsifying her signature without her knowledge or consent. In addition to ordering permanent injunctions from violating antifraud statutes and rule, Jean-Pierre was ordered to disgorge $62,000, along with prejudgment interest of $7,580.43, and pay a penalty of $1,425,000 for a total of $1,494,580.43 and is subject to a lifetime bar from participating in the offering of any penny stock pursuant to Section 20(g) of the Securities Act.
On December 6, 2012, the Commission filed a civil injunctive action in the United States District Court for the Southern District of New York charging Jean-Pierre for issuing fraudulent attorney opinion letters that resulted in more than 70 million shares of microcap stock becoming available for unrestricted trading by investors.
On March 10, 2015, United States District Judge Lorna Schofield issued default judgment against Jean-Pierre adopting the opinion of Magistrate Judge Henry B. Pitman. With the entry of the default judgments, the Commission was granted full relief sought in its Complaint.
The Commission's investigation was conducted by Megan R. Genet and Steven G. Rawlings of the Commission's New York Regional Office. The Commission's litigation effort was led by Todd Brody and Megan R. Genet.
For further information about the case, see Litigation Release No. 22562 (December 7, 2012).
http://www.sec.gov/litigation/litreleases/2015/lr23217.htm
Home | Previous Page
Modified: 03/11/2015
Final judgement in SEC v. Big Apple Consulting, et al:
03/29/2013 229 JUDGMENT in favor of U.S. Securities and Exchange Commission against Big Apple Consulting USA, Inc., MJMM Investments, LLC, Marc Jablon, Mark C. Kaley, Matthew Maguire (Signed by Deputy Clerk) (JET) (Entered: 03/29/2013)
Doc 229 PDF file
http://www.scribd.com/doc/133057185/SEC-v-Big-Apple-Consulting-USA-Inc-Et-Al-Doc-229-Filed-29-Mar-13
Completely false at least according to the SEC.
As to Brenda Hamilton, this is what Duane Thompson of the SEC had to say about that same lawsuit by Marc Jablon against her in sworn testimony when she testified for the SEC. You might want order the testimony too. It is quite the read.
Next in the lineup, Your Honor, is Miss Brenda Hamilton. Now, Miss Hamilton is a securities lawyer in
20 Boca Raton.
21 And the evidence will show that in 2010, Marc
22 Jablon approached her to provide an opinion letter to
23 OTC Markets on behalf of Big Apple's clients.
24 OTC Markets runs a quotation platform for microcap
25 and penny stock companies, and it has various levels of
quotations. It has Grey Market quotations which involve
2 companies that don't provide any type of disclosures. And
3 then Pink Sheets is for companies that do provide some
4 disclosures.
5 Penny stock companies typically aren't SEC
6 reporting, but OTC Markets or Pink Sheet companies does
7 require that they provide certain disclosures that
8 basically track what they would provide to the SEC.
9 So the evidence will show that in May of 2010,
10 Marc Jablon approached Miss Hamilton after Pink Sheets had
11 refused to take opinions regarding disclosures made by
12 Big Apple's clients. They refused to take the opinions
13 from two other lawyers that Big Apple had referred to those
14 clients.
15 The evidence will show that those two attorneys
16 were part of a string of attorneys that Big Apple had
17 referred to its clients to provide these opinions so that
18 the company stock could be quoted on Pink Sheets and that
19 that string of attorneys is all under some type of cloud.
20 They've all either been barred by Pink Sheets
21 itself, banned from practicing before the SEC, or facing
22 some type of bar disciplinary proceeding.
23 But Brenda Hamilton was different. The evidence
24 will show that Miss Hamilton would not bless disclosures
25 that Big Apple had prepared for its client, and the
particular client we'll be focusing on is a company called
2 Cloud Centric.
3 But Miss Hamilton wouldn't bless disclosures that
4 Big Apple had prepared. She also noted red flags. Those
5 red flags were the absence of any disclosure in the
6 disclosures that Big Apple had prepared concerning
7 Big Apple's receipt of so much Cyberkey stock and its sales
8 of that stock into the market without registration pursuant
9 to the same purported exemption that this Court in the
10 liability phase found did not apply, did not justify
11 Big Apple sales of unregistered Cyberkey stock.
12 The evidence will also show that Big Apple and
13 Marc Jablon first tried to silence Miss Hamilton and then
14 tried to punish her after she wouldn't go along with the
15 program.
16 This evidence, we submit, will make crystal clear
17 the need for strong injunctive relief and penny stock bars
18 against Mr. Jablon and his companies.
Roy Meadows / Marc Jablon / Richard Astrom / Laura / Michael Anthony - Like Peas, Carrots and BAD APPLES
IBAC Corp (ICAN) - This was an Edward Hayter ticker that had Richard Astrom and Christopher Astrom as key insiders from 2004 - 2007. The Astrom's provided financing for the company and received and sold shares in the company. Some of the financing came from Prime Rate Investors Inc (PRRM). Laura Anthony was legal counsel for the ticker starting in 2004. The ticker no longer trades having been wound down sometime after 2007, but before being shut down it sold its assets to another Hayter/Astrom/Anthony ticker - Prime Restaurants Inc later renamed BIH Corp.
BIH Corp (BIHC) - This was an Edward Hayter ticker that used a nominee CEO named Chris Galo. Richard Astrom, Christopher Astrom, and Damian Guthrie (Richard's son-in-law) were key shareholders/insiders involved in the ticker. Laura Anthony was legal counsel for the ticker. The ticker used assets that were passed to it in 2007 from an older Hayter/Astrom/Anthony ticker named IBAC Corp (ICAN). BIHC got suspended by the SEC on February 6, 2009.
The SEC opened a formal investigation on the ticker and named Richard Astrom as a person of interest in the Formal Order of Investigation, but later on September 17, 2010 when the SEC brought charges Richard Astrom wasn't included as a Defendant. The charges went against Edward Hayter, Wayne Burmaster Jr, Christopher Astrom, Damian Guthrie, and several entities controlled by Richard Astrom, Christopher Astrom, and Damian Guthrie alleging illegal share sales. As a result of the litigation, Christopher Astrom was permanently barred from participating in penny stocks on October 25, 2010.
Multicorp International Inc (MCIC) - This shell used to be called Rocky Mountain Ginseng Inc (RMGS) and a was publicly traded Colorado business entity run by a group out of Vancouver (Paul B Winstanley, Douglas J Bullock, Robert L Bell, and Fay Matsukage). RMGS was a non-SEC reporting company so no public filings exist for the ticker. RMGS was some China based drug company and by 1999 Brian A Hodge had become the CEO. He remained the CEO at least through 2001. In 2002 Carlos A Fernandez became the new CEO. In April 2002, Rocky Mountain Ginseng Inc was re-domiciled to Nevada and in June 2006 the name/symbol of the entity was changed to Prime Rate Investors Inc (PRRM). Richard Astrom and Christopher Astrom were linked to Carlos A Fernandez and a part of Prime Rate Investors Inc as early as May 2002 as this Form D filing for Prime Rate Investors Inc from 2002 shows. In December 2003 PRRM did a big reverse split and by 2004 PRRM had moved from Nevada to Delaware Richard Astrom was the CEO and Daniel Burgess had became involved. During the summer of 2004 PRRM saw some really bad dilution with the price falling from $.025 to $.0009 in a one month span the dilution was done during a slew of press releases put out by Richard Astrom.
This June 16, 2004 press release says PRRM was investing $1,000,000 in Royal Arkansas Hotel and Suites Inc which was owned by Edward Hayter. Royal Arkansas Hotel and Suites Inc would get acquired by IBAC Corp (Edward Hayter ticker) a few months later in February of 2005 with the help of Laura Anthony. In April of 2004, PRRM started a wholly owned subsidiary called Tampa Bay Mortgage Services Inc which it later sold in August of 2004 to National Hospitality Group Inc (NHGP) which was another Richard Astrom ticker that used his son-in-law, Damian Guthrie as the CEO. Damian Guthrie remained the new CEO of NHGP after it acquired Tampa Bay Mortgage Services Inc and PRRM shareholders got a dividend of 1 share of NHGP for every 100 shares of PRRM they owned. National Hospitality Group Inc became Corporate Mortgage Solutions Inc (CMSI) a few months later.
At the same time as all of these Astrom business swaps, Daniel Burgess became the new CEO of PRRM and Ian Lamphere the new Vice President. Astrom was very much still running the show. In February 2006 the name/symbol was changed to Summus Works Inc (SMMW). SMMW signed a marketing contract with publicly traded Atlantis Holding Corp (AHDG) even offering a stock dividend to SMMW shareholders in 2006. Atlantis Holding Corp (AHDG) was run by Robert Thompson and Charles Prebay - two close associates with Roger Pawson. AHDG was closely linked to Cal-Bay International Inc (CBYI) starting in 2005. Both CBYI and AHDG which now trades as SUFF on the grey market were long running Roger Pawson scam ticker.
Today PRRM/SMMW trades as Multicorp International Inc (MCIC). Ian Lampere was busted by the SEC in 2011 for illegal stock sales through his company Gendarme Capital Corp. Gerdarme has purchased billions of discounted unregistered shares from several penny stocks between 2008 - 2010 then resold them into the market illegally by having bogus opinion letters from attorney Cassandra Armento (also a Defendant in the case). Two of the tickers, MCDA and ZDMN were Anthony Mellone tickers mentioned in this Astrom research report many others had links to Global Sentry, Christopher Wheeler, and Karen Willoughby. Lamphere passed away from a skiing accident in 2013.
Fusion Restaurant Group, Inc (FUSR) – Michael/ Laura Anthony incorporated this entity as The Candle Vandal Inc in Delaware on June 9, 2004. They immediately authorized 20,000,000,000 shares at the time of incorporation so it is obvious that intent was for it to be passed to Astrom right from day one. Michael/Laura Anthony received 10,000,000 shares as the founder. Anthony then changed the name of the entity to National Hospitality Group Inc and passed it on to Richard Astrom. Astrom took National Hospitality Group Inc (NHGP) public on the pink sheets in 2004 with Edward Hayter as the CEO. Later in February of 2005 when it filed this 15c211 filing Richard Astrom's son-in-law, Damian Guthrie was listed as the CEO. After going public, National Hospitality Group Inc acquired Tampa Bay Mortgage Solutions, a Florida business entity set-up by Richard Astrom and Damian Guthrie in February of 2004.
In February 2005, National Hospital Group Inc changed its name to Corporate Mortgage Solutions Inc (CMSI) and acquired Big Apple Wallcovering Inc a few weeks later in April 2005. Big Apple Wallcovering was a Florida business entity set up by the Big Apple Consulting crew [Neal Jablon, Marc Jablon (Management Solutions International Inc), Matthew Maguire, and John Neff] in January of 2004. After the acquisition of Big Apple Wallcovering Inc, Neal Jablon became the CEO, Marc Jablon became the Chairman of the Board, and Big Apple Consulting became the Investors Relation firm. As part of the acquisition agreement Christopher Astrom received 290,000,000 free trading shares of stock through an entity he set up in Pennsylvania named Bonn Capital Group LLC and Curt Kramer got 2,000,000 free trading shares through his entity, XXR Consulting. I suspect it may have been Laura Anthony that provided the opinion letter to make the 290,000,000 Bonn Capital (Astrom) shares free trading and the 2,000,000 XXR Group (Kramer) shares free trading. We also find Mike Bongiovanni receiving shares in 2005 through his company A to Z Consulting. The ticker was renamed Big Apple Worldwide Inc (BPWW) in November 2005 (later BPWI) which it stayed until February 2011. Under Big Apple's control the Issuer suffered through tons of dilution and two huge reverse splits. After the Big Apple Crew was busted by the SEC in 2011 the ticker became Fusion Restaurant Group Inc and currently trades on the grey market.
Carefree Group Inc (CRFU) - originally named Synesi Inc (SYNS). like National Hospitality Group Inc, Synesi Inc was incorporated for Richard Astrom by Michael / Laura Anthony. The Anthonys incorporated it in Delaware in April of 2004. A couple months after it was incorporated, in June 2004, Synesi Inc merged with Port City Coffee Roasters to give it the business operations to go public on the pink sheets. Port City Coffee Roasters was a Daniel Burgess and Derek LaBorie company with Ian Lamphere running investor relations through his company NBS Productions LLC. After the merger, Ian Lamphere became the CEO of SYNS and Dan Burgess and Derek LaBorie became directors. Around this same time Burgess and Lamphere also became the CEO and VP of another Astrom ticker - Prime Rate Investors Inc (PRRM). As part of the merger deal with Port City Coffee Roasters, the Astroms were awarded 100,000,000 free trading shares (via warrants) through a Pennsylvania business entity set-up for Christopher Astrom and Richard Astrom named Oslo Capital Group LLC by attorney Michael Spadaccini using Edward Hayter as the managing member. Providing the opinion letter for the free trading stock was Laura Anthony.
Spadaccini was indicted in North Carolina in 2009 for his role in an illegal money laundering/share selling scheme involving 3 public tickers Twister Networks (TWTN), Ornate Holdings/Absolute Health and Fitness (AHFI), and MBC Food Corp/Concorde America (CNCD). Spadaccini was also busted by the SEC in 2005 along with Raymond J McNamee for his role in an illegal share selling scheme using US Wind Farms Inc. Investor Relation services for SYNS were handled by Stuart T Smith and Kelly Black. Kelly Black was later busted in a kick back sting operation in 2011.
Iam Lamphere was busted by the SEC in 2011 for illegal stock sales through his company Gendarme Capital Corp. Gerdarme purchased billions of discounted unregistered shares from several penny stocks between 2008 - 2010 then resold them into the market illegally by having bogus opinion letters from attorney Cassandra Armento (also a Defendant in the case). Two of the tickers, MCDA and ZDMN were Anthony Mellone tickers mentioned in this Astrom research report many others had links to Global Sentry, Christopher Wheeler, and Karen Willoughby. Lamphere passed away from a skiing accident in 2013. In December 2014, Port City Roasters and Derek LaBorie re-emerged with Verde Media Group Inc (VMGI). VMGI was formerly Hidalgo Mining International Inc (HMIT) which in 2009 briefly merged part of its business operations into Astrom's Genesis Capital Corp (GCNV) but the merger was terminated a month later.
Synesi Inc was passed off in 2007 after it was done being abused by the Astrom (which included 2 reverse splits in 2004 and 2005). It became Carefree Group Inc (CRFU) and currently trades on the grey sheets.
Eyes on the Go Inc (AXCG) - hijacked by Richard Astrom through Miami-Dade County on January 2, 2007 when it was named Mutual Exchange International Inc (MEIX) using Brian Goldenberg, attorney Alan Kipnis, and Minnesota business entity Astrom controlled called Coogee Bay Capital Inc. The shell was moved to Delaware and renamed Avenue Exchange Corp. Mark Rentschler was assigned as the new CEO with Mark Astrom used as the controlling shareholder. Laura Anthony became legal counsel of the shell.
In 2011, Avenue Exchange Corp did a merger agreement with Eyes Enterprises Inc becoming Eyes on the Go (AXCG). As part of the merger agreement a private placement was done with associates of Richard Astrom including Richard's daughter, Rebecca Guthrie. Those associates received 92,500,000 shares in exchange for $152,991 which was in turn used as an initial payment to Mark Astrom for the $473,933.65 owed to him for the acquisition of the shell. An S-1 was filed with the help of Barry Miller to make those 92,500,000 shares free trading. After the S-1 was made effective in March 2012 the price fell from $.02/share to the triple zeroes in less than a year.
Continued dilution caused by the Promissory Note owed to Astrom for the acquisition of the shell eventually pushed the share price to no bid.
Metrospaces Inc (MSPC) - hijacked through Miami-Dade County on June 14, 2007 when it was named Cyberroad.com Corporation (FUNN) by Richard Astrom using Brian Goldenberg and a business entity Richard Astrom and Christopher Astrom set-up and controlled in Minnesota called Pelican Cove Investments Inc. After hijacking the shell, Astrom immediately re-domiciled the shell in Delaware and changed the name to Strata Capital Corp (STRP). Mark Rentschler was used early on as the CEO and Richard Astrom was the controlling shareholder. Laura Anthony became legal counsel for the shell.
MSPC did an asset purchase agreement with Macada Holding Inc (MCDA) in April of 2010. That same year key MCDA insiders including Anthony Mellone were Indicted as part of a wide spared FBI kickback sting that they participated in from 2008 - 2009.
In 2013 STRP did a merger agreement with Urban Spaces (Oscar Brito). As part of the merger agreement 335,200,000 shares were issued in exchange for $40,000 received from Richard Astrom and friends and nominees of Richard Astrom including Richard's daughter, Rebecca Guthrie and Richard's wife, Pamela Astrom. The $40,000 was in turn paid back to Richard Astrom as an initial payment towards the $300,000 owed to Richard Astrom for the acquisition of the shell by Urban Spaces. An S-1 was filed with the help of Barry Miller to make those 335,200,000 shares free trading. After the S-1 was made effective the price fell from $.08/share down to the triple zeroes because of the dilution. Continued dilution because of the Promissory Note owed to Astrom for the acquisition of the shell eventually pushed the share price to no bid.
EV Charging USA Inc (EVUS) - acquired by Richard Astrom and his son, Christopher Astrom in 2001 when it was known as Genesis Capital Corp of Nevada (GNCP/GCNV) for $315,000 from Genesis Capital Corp, Hudson Consulting Group (Allen Wolfson and Richard Surber), and Global Universal Inc (Ronald Welborn). In 2000, Allen Wolfson had been named a Defendant as part of the FBI's Mob on Wallstreet busts then in 2002 he was named in separate litigation by the SEC for the manipulation of Freedom Surf Inc stock. Early on right after Astrom acquired the shell, Genesis Capital Corp did an acquisition agreement with another Astrom linked ticker, National Residential Properties (NRES) for some Real Estate properties that were later dropped. Laura Antony became involved in the ticker as early as September 1, 2005.
Christopher Astrom was originally used as the controlled shareholder but in 2010 he dropped out of the picture and Richard Astrom became the controlling shareholder. Laura Anthony was used for more attorney services in 2009 - 2010. Genesis Capital Corp (GCNV) was later renamed Milwaukee Iron Arena Football Inc (MWKI) but that merger agreement was unwound. Prior to becoming MWKI, Genesis also did a failed asset purchase agreement with did an asset purchase agreement with Macada Holding Inc (MCDA) in October 2009. That asset purchase agreement was cancelled in January 2010 and instead Astrom did the same asset purchase agreement with another one of his shells - STRP/MSPC in April 2010. That same year key MCDA insiders including Anthony Mellone were Indicted as part of a wide spared FBI kickback sting that they participated in from 2008 - 2009.
In August 2014, MWKI did a merger agreement with EV Charging USA Inc. As part of the merger agreement 700,000,000 shares were issued in exchange for $25,000 received from Richard Astrom. The $25,000 was in turn used as an initial payment back to Richard Astrom towards the $400,000 due to him for the purchase of the shell by EV Charging USA Inc. The 700,000,000 shares were split up among 4 different entities controlled by Richard Astrom, his wife, Pamela Astrom, and a couple of nominees.
An S-1 was filed with the help of Barry Miller to make those 700,000,000 shares free trading. After the S-1 was made effective the price fell from $.20/share to well below $.01/share. Brian Howe of EV Charging USA Inc would later sue Richard Astrom alleging fraud, breach of contract, and unfair enrichment among other things. Despite Brian Howe's name showing up as the signatory on several SEC filings including the S-1 registration statement, Howe seems to suggest in the law suit that it was Astrom that caused EVUS to file the registration statement and that the transfer of ownership of the Series D preferred shares to the four entities by Richard Astrom was done without his knowledge or approval. Basically, to me, it sounds like Howe knew next to nothing about public securities and was taken advantage of my Richard Astrom.
After the value of his company was diluted down significantly, Howe realized what a bad deal he made with Astrom and then sued him. As of the end of 2015, EV Charging USA Inc had not made any further payments towards the $375,000 debt Note owed to Astrom for the sale of the shell. EVUS hasn't filed its last two required 10Q statements and the company failed to make its last annual report filing with the state of Nevada SOS. It appears that Brian Howe has abandoned the ticker.
Richard Astrom and his nominees still own at least 690,000,000 more free trading common shares so it will be interesting to see what happens with the lawsuit and what if anything happens with the ticker in the future.
Capital Solutions I Inc (CSON) - Richard Astrom and Christopher Astrom along with Braulio Gutierrrez and his wife, Patricia Gutierrez, purchased this Issuer from Peter Porath and Michael Schumacher for $350,000 on August 27, 2001. NevWest Securities Corp received a small payment in shares for their part in arranging the acquisition. NevWest Securities Corp was a Las Vegas based brokerage firm that shut down in 2008 after multiple violations/disciplinary actions against the firm most notable the Firm was named in SEC litigation as part of the CMKM Diamond scam. According to the SEC the firm recklessly defrauded thousands of investors out of $53 million. At the time of the acquisition, the Issuer was called Vacation Ownership Marketing Inc (VAOM) and was incorporated in Delaware. Potash and Schumacher had owned the publicly traded company since 1969. Just prior to the acquisition a reverse split was done to wipe out the older shareholders. Two days after acquiring Vacation Ownership Marketing Inc, on August 29, 2001, Astrom did an acquisition/merger agreement with another entity that was owned by Christopher Astrom and Braulio Gutierrez called Encore Builders, Inc. Encore Builders Inc was merged into Vacation Ownership Marketing Inc in exchange for a $465,450 Promissory Note. In September 0f 2001, Astrom establishes VAOM as a Florida business entity.
VAOM also acquired some Real Estate from Astrom linked publicly traded National Residential Properties (NRES) around this time. From 2001 - 2004 debt was converted into stock using a New York business entity Sroya Holdings Company Inc as the escrow agent. The same thing was done with another Astrom ticker at the same time - Genesis Capital Group of Nevada which also acquired Real Estate from National Residential Properties (NRES) around this same time. In 2004, VAOM did a reverse split and an merger agreement with its wholly owned subsidiary it recently created called Capital Solutions I Inc effecting a name/symbol change for the Issuer to Capital Solutions I Inc (CSIN/CSON). Through the merger Richard Astrom was issued 150,000,000 new post-split shares and Christopher Astrom was issued 100,000,000 new post-split shares.
Around this same time Astrom hired Edward Hayter's company, Turner Hughes Corporation for Investors Relation services. Turner Hughes Corp/Edward Hayter was issued 23 million post-split shares for the services. CSON also did an equity financing agreement with Cornell Capital Partners LLP (Mark Angelo) around this time. In May of 2005, CSON acquired Bedrock Holdings Inc from Scott Crane and Robert Siegel for 300,000,000 shares. Crane and Siegel got 67,500,000 shares.
Another 67,500,000 shares were pretty evenly divided between 6 different (mostly foreign) for services provided as seen in Schedule 1.1 at the bottom here. Damian Guthrie was the owner of 4 of those entities receiving 67,500,000 shares in total. The other 125,000,000 shares went to Serac Holdings Inc which was a publicly traded company using the ticker symbol SRCI. SRCI was previously known as Pinnacle Business Management (PBCM). PBCM was run by Jeffrey Turino. PBCM and Turino were named in several SEC litigation Orders and both also showed up in the Indictment against John Edwards, Urban Casavant, Melissa Spooner, Jeffrey Mitchell and others involved in a major share selling scam that included CMKM Diamonds Inc, PCBM, and several other tickers.
Both PBCM and Astrom's NRMG which is also listed in this report had several things in common including consulting agreements with Brian A. Lebrecht, M Richard Cutler, Vi Bui, James Stubler, and Samuel Eisenberg. As part of the Bedrock Holdings Inc acquisition agreement CSON did an S-8 filing to register 50,000,000 shares as part of a new employee equity incentive plan. Laura Anthony provided the Legal Opinion for the S-8 filing on April 28, 2005. On September 1, 2005, Capital Solutions I Inc was registered as a business entity in Florida and Laura Anthony was used as the resident agent. During the 12 months between May 2004 and May 2005, CSON issued 44,000,000 shares for legal services according to the SEC filings. In October of 2005 the Bedrock Holdings Inc acquisition was rescinded but only 30,000,000 of the 300,000,000 shares issued had to be returned. In January 2006 CSON did another very large reverse split bringing the O/S back down to just around 96,000 shares. In 2007 the shell was sold to a group of Chinese investors and was renamed Fuda Faucet Works (FUFW).
The Issuer was revoked by the SEC in 2012 along with a bunch of other Chinese tickers that were delinquent in their reporting requirements.
Darwin Resources Inc (DRWN) - hijacked through Miami-Dade County by Richard Astrom on October 26, 2006 when it was named Vitech America Inc (VTCHQ) using Brian Goldenberg ,attorney Jose D Sosa, and a business entity Richard Astrom and Christopher Astrom set-up and controlled in Minnesota called Pelican Cove Investments Inc. After it was hijacked Richard Astrom immediately moved the shell to Delaware and renamed Darwin Resources Inc (DRWN). Mark Rentschler was assigned as the new CEO and the controlling shareholder of the ticker. Later Richard Astrom replaced Mark Rentschler as the controlling shareholder of the shell. Laura Anthony became legal counsel of the shell.
In 2010 DRWN did a merger agreement with Vigilant Document Services, LLC leading to the ticker being renamed A Clean Slate Inc (DRWN). As part of the merger agreement a 1:1000 reverse split was executed and 80,000,000 post-split shares were issued as part of a private placement for $100,000 received from a bunch of Richard Astrom associates including his daughter, Rebecca Guthrie. Another 1,000,000 post-split shares were issued to Laura Anthony for legal services. The $100,000 was used as an initial payment back to Richard Astrom towards the $500,000 due for the sale of the shell. An S-1 was filed with the help of Laura Anthony to make those 81,000,000 shares free trading. DRWN was trading at $1.06/share on June 1, 2011 when the S-1 was made effective. By June of 2012 the ticker was trading in the triple zeroes. In December 2011 the Vigilant Document Services LLC people returned the damaged shell back to Richard Astrom and gave him back all of the shares they received in the merger. The Promissory Note owed to Richard Astrom remained on the books and the ticker continued to get diluted down to no bid. Barry Miller was hired around this time as legal counsel for the ticker.
Arem Pacific Corp (ARPC) - hijacked by Richard Astrom through Broward County, Florida in May of 2007 when it was Oxford Educational Services Inc (OXED) using Brian Goldenberg , attorney Alan Kipnis, and a Minnesota business entity Astrom set-up and controlled called Coogee Bay Capital Inc. Michael Anthony also tried to hijack the shell, but Astrom beat him to it. After hijacking the shell, Astrom immediately moved it to Delaware and renamed it Aspen Global Corp then renamed again to Diversified Mortgage Workout Corp (DMWK) a few short weeks later.
Mark Rentschler was assigned the role of CEO and controlling shareholder, but was soon replaced as CEO and controlling shareholder by Richard Astrom. Laura Anthony was hired as legal counsel. Mark Astrom also became a large shareholder and lots of 504 offerings were done to create free trading stock sold to some unnamed investors in Texas at $.001/share during 2008 and 2009. In early 2013 the shell was sold to a group out of Australia but this time without all the Richard Astrom self enrichment games. No details of the acquisition are available in the filings, but I'll assume it was an all cash acquisition. The new owners of the shell changed the name to Arem Pacific Corp (ARPC) and effected a large reverse split.
Acology Inc (ACOL) - hijacked through Hillsborough County, Florida on October 23, 2008 when it was called Pinecrest Investment Group Inc (PNCR) by Richard Astrom using Brian Goldenberg and a Minnesota business entity Astrom and Damian Guthrie set-up called Riverview Capital Inc. Mark Rentschler was assigned as the CEO and Richard Astrom became the controlling shareholder. In 2009 Rentschler was replaced by Mark Astrom as the CEO. Later in 2012, Richard Astrom became the CEO. In February 2014, Pinecrest Investment Group Inc (PNCR) was renamed Acology Inc (ACOL).
In March 2014, ACOL did a merger agreement with D&C Distributors LLC. After a 1:1000 reverse split, 3,846,000,000 shares of common stock was issued to Curtis Fairbrother and Douglas Heldoorn, the owners of D&C. Another 700,000,000 shares were issued to Richard Astrom (200,000,000 shares), Richard's wife, Pamela Astrom (200,000,000 shares), and a Richard Astrom nominee named Rajbir Singh Husson (300,000,000 shares) in exchange for $40,000 received in a private placement. That $40,000 was used to make an initial payment back to Richard Astrom towards the $400,000 owed to him for the purchase of the ACOL shell by the D&C people. An S-1 was filed with the help of Barry Miller to make those 700,000,000 shares free trading. When the S-1 was made effective on August 7, 2014, ACOL was trading at $1.25/share. By July of 2015 the dumping of all that stock into the market pushed the price down to $.0002/share.
Macau Capital Investments Inc (MCIM) - hijacked through Sacramento County, California when it was named Silicon Valley Research Inc (SVRG) in December 2006 by Michael Anthony and Laura Anthony using Seth Hanson then passed to Richard Astrom. Richard Astrom remains listed as the CEO on the OTC Markets website and Barry Miller is listed as the legal counsel.
Scandia Inc (SDNI) - hijacked through Palm Beach County, Florida in June 2007 by Richard Astrom using Brian Goldenberg when the shell was named Nurses Network.com Inc (NURS). Michael Anthony and Joseph Meuse also made attempts to hijack this shell but Astrom beat them to it. After hijacking the shell Richard Astrom immediately moved it to Delaware and renamed it Scandia Inc (SDNI). Mark Rentschler was used as the CEO, Mark Astrom as used as the controlling shareholder, and Laura Anthony was hired as the legal counsel. Only one OTC filing was ever done for the ticker in 2009. It looks like no merger candidate was ever found and the shell rarely traded ever. Barry Miller is currently listed as its legal counsel.
National Realty & Mortgage Inc (NRMG) - This stock started out as Mister Las Vegas, a publicly traded Nevada business entity that looks like it was abandoned in 1992. The entity was revoked in 1993 then reinstated the next year on December 5, 1994. Two weeks later on December 15, 1994 the Nevada entity was merged with a Florida entity that Richard Astrom had set up in 1993 with the help of Richard Greene called National Rehab Properties Inc (later renamed National Realty & Mortgage Inc in 1995). In 1999, Richard Astrom and his son Christopher Astrom did an SB-2 form with the help of Richard Greene to stock and become a fully reporting SEC flier. Richard Greene would become one of 58 defendants Indicted in Operation Bermuda Short in 2002 as part of an undercover FBI kickback sting operation. He was convicted in 2003 and disbarred for 5 years. After his 5 years was up he didn't bother to file for reinstatement instead he remained comfortable providing other services to penny stock cams and operating behind the scenes using other attorneys as a front out of his office. Later in 2012 he got busted again.
This time he was sentenced to 18 months in prison and permanently banned by the SEC. Richard Astrom signed a consulting agreement with Brian A. Lebrecht, M Richard Cutler, Vi Bui, James Stubler, and Samuel Eisenberg which lead to free trading stock being issued through this S-8 filed in 2000. This same exact group (Brian A. Lebrecht, M Richard Cutler, Vi Bui, James Stubler, and Samuel Eisenberg) also signed a consulting agreement with Pinnacle Business Management (PCBM) and Jeffrey Turino in March of 2000. The two consulting agreements appear to stem from both NRMG and PCBM acquiring one of a group of blank check companies numbered I to XX (MAS Acquisition I Corp - MAS Acquisition XX corp). PCBM also shared the same accountant that Astrom used with most of his tickers (Bagwell, Josephs, Levine, Firestone & Co LLC). Jeffrey Turino and PCBM were later named in litigation along with John Edwards, Urban Casavant, Nickolaj Vissokovsky, and Melissa Spooner for selling billions of unrestigered shares in several public entities - PBCM, CMKM, SGGM, UCAD, BMCS, GBDX, EQBM, OOAG, and GMSC.
The ticker was renamed National Residential Properties Inc of Nevada NV Inc (NRES) in 2001. NRES helped with other Astrom tickers Genesis Capital Group of Nevada (GNCP/GNCV) and Vacation Ownership Marketing Inc (VAOM) by passing each of those tickers some Real Estate properties in 2001. Astroms remained in control of NRMG/NRES often gifting shares to relatives to dump into the market until it was sold to a group out of China for $675,000 in 2007. The ticker was renamed Sunway Global Inc (SUWG) until it went private in March of 2016. I am still looking at this transaction. They may have regurgitated the ticker symbol and used the shell by doing a triangular merger.
Kleangas Energy Technologies Inc (KGET) - Richard Astrom hijacked this shell on June 21, 2007 through Miami-Dade County when it was named Redmond Capital Corp (REDM) in 2007 using Brian Goldenberg, attorney Jose D Sosa, and a business entity Richard Astrom and Christopher Astrom set-up/control in Minnesota called Grand Forks Real Estate Inc. The hijacked shell was redomiciled in Delaware, a 1:2000 reverse split was executed, and the name/symbol changed to Windsor Resource Corp (WNDS). Mark Rentschler was temporarily installed as the CEO after the hijacking, but a Florida business entity set-up and controlled by Richard Astrom and Mark Astrom named Williams Capital Corp owned all of the control preferred shares. Damian Guthrie was the owner of most of the common shares which he was issued for services rendered through an entity he set up in Florida called Double Bay Funding Inc. By 2009, Damian Guthrie had replaced Mark Rentschler as the CEO and by In 2012, Richard Astrom signed a merger agreement with a Florida business entity named Kleangas Energy Technologies Inc (William B. Wylie and Dennis J. Klein) that called for the cancellation of all of the controlled preferred stock owned by Richard Astrom and old deb owed to Richard Astrom but required Kleangas Energy Technologies Inc to make a payment of $300,000 for the acquisition of the shell.
Kleangas Energy Technologies Inc was to pay $25,000 upfront and the other $275,000 would come in the form of a Promissory Note owed to Richard Astrom. In true Astrom fashion (same type of self enriching merger arrangement we see repeating over and over again in these Astrom shell), Richard Astrom gave Kleangas Energy Technologies Inc the $25,000 they needed for the initial payment in exchange for 316,500,000 common shares which would be registered to become free trading in an S-1 filing. The S-1 was filed in December 2015 using Barry J Miller as the attorney. In that S-1 we see the 316,500,000 shares split up between 9 different entities mostly controlled by Richard Astrom's family members and Richard Astrom nominees. Some of the shares appear to have been gifted out for services including 2,500,000 shares which went to Roger Pawson. Astrom had previously had dealing with Pawson through Astrom's Summus Works Inc (SMMW). The S-1 was made Effective in May 2013. When the ticker began to actively trade starting in July 2013 the price quickly fell from $.10/share to triple zeros by October 2013 on heavy volume as those 316,500,000 shares issued for a mere $25,000 were dumped into the market - a pattern we see repeated over and over in Astrom tickers. Eventually Roger Pawson's good buddy, Bo Linton, took over as the CEO and the ticker continued to be used as an ugly dilution scam eventually getting stuck on $.0001/share including recycling the GDT Tek (GDTK) business operations (a former Albert Reda scam ticker that used Bo Linton as the CEO starting right before Albert Reda's arrest).
Dixie Lee International Industries Inc (DLII) - Richard Astrom hijacked this shell through Clark County, Nevada in August 2006 when it was called Wood Products Inc (WPRO). He used attorney Aliva L Gordon and a Minnesota business entity Richard Astrom and Christopher Astrom set-up and controlled called Pelican Cove Investments Inc. Michael Anthony also attempted to hijack the shell using Bryan Clark. By May 2007, all of the control stock were in two Delaware business entities - Milagrosa Vista Corp and First Financial Consultants LLC. In June 2007 the shell was sold to Dixie Lee Food Systems (USA), Inc (Joseph Murano and David Silvester) and a 1:1000 reverse split and a name/symbol change to Dixie Lee International Industries Inc (DLII) was done to the shell in June 2007. DLII still trades today.
New Dover Capital Corp (NDVR) - Astrom hijacked this shell through Clark County, Nevada on September 28, 2006 when it was called Ultra Motorcycle Company Inc (UMCC) using attorney Aviva L Gordon and a Minnesota business entity Astrom and Damian Guthrie set-up and controlled called Riverview Capital Inc. After the hijacking Mark Rentschler was placed as the CEO and the name of the shell was changed to New Dover Capital Corp (NDVR). The big issue here is that Ultra Motorcycle Company Inc was a California entity with its jurisdiction in California not Nevada so the Astroms stole the wrong entity. The SEC makes this clear in this October 2007 revocation Order. Mark Rentschler responded to the Order as the control person and legal representative of the Ultra Motorcycle Company Inc shell but the SEC told him no you can't be because Nevada isn't the right jurisdiction. The SEC revoked Ultra Motorcycle Company Inc in October of 2007, but by that time it was too late because the Astroms already moved the NV entity to Delaware on July 2, 2007, changed the name to New Dover Capital Corp, got the TA to go along with them taking over the public Issuer, and got FINRA to issue a new symbol, NDVR, in August of 2007 ahead of the SEC revocation Order. No buyer was ever found for the NDVR shell and in 2014 the SEC suspended the stock moving it to the grey market where it still trades today. The SEC didn't even realize that NDVR was an Issuer they had already revoked 7 years earlier. Mark Rentschler is still listed as the CEO on the OTC markets site.
Security Asset Capital Corp (SCYA) - Astrom hijacked this shell through Clark County, Nevada in November 2006 using attorney Ariel E Stern and a Minnesota business entity Astrom and Damian Guthrie set-up and controlled called Riverview Capital Inc. SCYA was named in SEC litigation in 2004 and that probably hurt the ability to sell the shell. Astrom never found a buyer and in 2012 the SEC suspended the ticker. It currently still trades on the grey market.
LMWW Holdings Inc (LMWW) - Richard Astrom hijacked this shell through Miami Dade County when it was called Shadow Ridge Holdings Inc (SOWR) on October 27, 2006 using Brian Goldenberg, attorneys Alan Kipnis and Jose D Sosa, and a Minnesota business entity Astrom and Damian Guthrie set-up and controlled called Riverview Capital Inc. It appears the the Receivership Order was later vacated by the Courts. Then in 2007 Gary Lipson and Thomas Straub showed up in control of the shell. The new owners changed the name of the ticker to LMWW Holdings Inc (LMWW) in 2007. LMWW never did any SEC or OTC filings but still publicly trades.
SSGI Inc (SSGI) - Richard Astrom hijacked this shell through Broward county when it was called Phage Therapeutics International Inc (PTXX) in 2007 using Brian Goldenberg, attorney Alan Kipnis, and a Minnesota business entity Astrom and Damian Guthrie set-up and controlled called Riverview Capital Inc. A few months after Brian Goldenberg reinstated it a new owner showed up (Ryan Seddon). Seddon changed the name of he entity to SSGI Inc. When Seddon did an S-1 for the shell in July 2009 Astrom's presence was no where to be found neither was any mention of the custodianship filing.
International Cosmetics Marketing Co (SASN) - Richard Astrom hijacked this shell through Broward county in 2007 using Brian Goldenberg, attorney Alan Kipnis, and a Minnesota business entity Astrom and Damian Guthrie set-up and controlled called Riverview Capital Inc. The group never found a buyer for the shell and it got revoked by the SEC in 2010.
Industrial Rubber Innovations Inc (IRBB) - Richard Astrom hijacked this shell through Broward county in 2007 using Brian Goldenberg, attorney Alan Kipnis, and a Minnesota business entity Richard Astrom and Christopher Astrom set-up and controlled called Pelican Cove Investments Inc. The ticker got revoked by the SEC in 2007 before Astrom could do anything with the shell.
Alchemy Creative Inc (ALMY) - Richard Astrom hijacked this shell through Broward county in June 2007 when it was called Method Products Corp (MHTD) using Brian Goldenberg, attorney Charles Leslie Jaffee, and a Minnesota business entity Astrom set-up and controlled called Coogee Bay Capital Inc. In August 2007 Astrom had a Form 15 filed for the ticker. By October 2007 the Issuer had a new owner in Willard G McAndrew III. McAndrew did a reverse split and changed the name/symbol of the ticker to Alchemy Creative Inc (ALMY) in November of 2007. When he filed a 15c211 disclosure form with the OTC markets in December 2007 there was no mention of the ticker's previous history as Method Products Corp or any receivership for the shell nor any sign of a lingering Astrom presence. Alchemy Creative Inc (ALMY) got suspended in 2014 and currently trades on the grey market.
Mellin Industries Inc (MELL) - Richard Astrom hijacked this shell through Palm Beach County in 2007 using Brian Goldenberg, but he never found a buyer for the shell and it eventually got suspended in 2012 and revoked in 2014 as a delinquent flier.
Genetic Vectors Inc (GVEC) - Richard Astrom hijacked this shell through Miami Dade County in February 2008 using Brian Goldenberg, attorney Jose Sosa, and a Minnesota business entity Astrom and his son-in-law, Damian Guthrie set up and controlled called Riverview Capital Inc. Michael Anthony and Joseph Meuse both also made an attempt to hijack the shell, but Richard Astrom beat them to it. Mark Rentschler was planted as the CEO and the ticker was merged into a new Delaware entity called Frontier Resource Corp as a way to re-domicile the ticker and hide the trail. Astrom never found a buyer for the shell and GVEC was suspended then revoked 2013.
Southcorp Capital Inc (STHC) - Richard Astrom hijacked this shell when it was an abandoned Nevada business entity called Pharmaceutical Labs, Inc (PHLB) in July of 2005. He then changed the name of the entity to Annapolis Capital Corp and re-domiciled it in Delaware. Astrom then heard that James McGinley was looking for a public entity to buy and approached McGinley to sell shell him the Annapolis Capital Corp shell. Through his entity Wahoo Funding Inc, Astrom sold the shell to James McGinley for a $200,000 debt Note that was due to be paid off some time in early 2007. Laura Anthony was used as the escrow agent. She would hold the control stock until payment was made in full then it would be transferred to James McGinley. After the sale the shell was renamed again to Podium Ventures Group (PDVP). Controversy erupted in 2007 when Astrom sued to have the escrow shares returned back to him after non-payment. McGinley counter sued. The McGinley lawsuit makes it sound like McGinley was basically a puppet CEO running the company through directions he received via numerous emails from Richard Astrom and Edward Hayter. McGinley was issuing stock to Wahoo Funding (Astrom) and to other Astrom associates/nominees to be sold into the market and putting out press releases based on instructions he was receiving from Astrom and Hayter in the numerous email exchanges. McGinley claims that he was under the belief that the money Astrom was pocketing while dumping stock into the market was supposed to be deducted from the $200,000 he owed Astrom for the acquisition of the shell. That the stock sales were all part of the acquisition agreement. Those stock sales caused the PDVP share price to drop as low as $.0001/share by the spring of 2007. Astrom ultimately won out taking back control of the PDVP shell in July of 2007. Astrom did a reverse split in early 2008 and the shell was briefly re-named to Capital Oil & Gas Inc for 3 months at the end of 2008. In 2009 the shell became Southcorp Capital Inc (STHC) and was once again involved in Real Estate. It is unclear at what point Astrom stopped being involved in STHC since no filings were done between 1999 - 2014. When it started filing again in 2014 Astrom was no longer a presence in the filings.
What is clear is that Astrom got bad mouthed a lot on the message boards for the performance of the stock while it was PDVP and it is clear that by 2007 Astrom was gaining a lot of haters because so many of his stocks were used as nothing but dilution scams with only great loses suffered by retail shareholders (no real profit opportunities) while Laura Anthony provided baseless opinions. His name was quickly becoming a red flag for investors by this time.
Nymet Holdings Inc (NYMH) - This shell doesn't have any filings to use but I can make out this much from the history. The ticker originally went public as Bonanza Gold Corp then it changed its name to GoldEye USA Inc in 1998. During this time it was a Nevada business entity. From the NV SOS page we can see that the Issuer was abandoned in 2000 and revoked in 2002. In January 2004 somebody came along and hijacked it. At the exact same time (January 25, 2004) Joe Overcash filed a Form D with the SEC as the president of the shell. Peter Tuovi, an attorney from Ontario, was listed as the contact person in the Form D filing. Tuovi has a history in several public Issuers mostly around this time. Some of those tickers had some really shady names like Kenneth Eade, Joseph Emas, and another promoter who was busted by the DOJ in an Indictment that included a former Astrom shell and a former Michael Anthony shell, EWPI. EWPI was also part of the Donna Levy and David Levy Indictment. The name was briefly changed from GoldEye USA Inc to Sierra Diamond International Inc from February 2004 until April 2004 then it became ITOS Inc in April 2004 and Raymond J McNamee showed up as the new CEO. McNamee later got busted in July of 2005 along with Richard Astrom's buddy Michael Spadaccini that was helping set up Pennsylvania entities for Astrom to use for his stock sales in some of his tickers. McNamee didn't stay around long.
In August 2004, ITOS Inc acquired Satellite Phone Source. McNamee resigned replaced by Stan F Wilson Jr. The shell was renamed Satellite Phone Source Inc the same month (August 2004). In March of 2005 a Delaware entity was set up by the same name and according to the last entry in the NV SOS, Mark Astrom merged the NV entity into the DE entity re-domiciling the ticker to Delaware. By April 2005, the ticker was renamed Vision Works Media Group Inc (VWKM/VSWM) and Astrom was running the show (though I suspect the Astroms were involved in the shell starting in 2004 when Raymond J McNamee showed up if not sooner). Mark Astrom filed a Form D to issue stock for a debt conversion in April of 2005 as the CEO. The Astroms did their normal early small forward split in May of 2005 followed by a bunch of dilution killing the share price. By July 2005 the ticker had to be reverse split. It looks like Astrom sold the shell to John Beebe in late 2006 because the ticker started doing OTC filings in 2007 and it had new officers and new business operations and a new name - Perihelion Global Inc (PHGI). Almost certainly the Astroms sold the shell in exchange for a Promissory Note as was their normal way of doing it. The message boards were full of posters complaining about Astrom diluting and killing the share price in 2007 selling into the news. Perihelion Global Inc was re-domiciled back to Nevada in April of 2008. Eventually in April 2009 it became Nymet Holdings Inc (NYMH) with Mark Klok as the CEO. Klok was another one with some history with Astrom. He also signed an acquisition agreement with Astrom in Genesis Capital Corp in July 2009 that would end up being terminated 2 months later. We don't get the first financial statement from the shell until 2008 and we see there is a big fat $904,000 debt Note on the balance sheet probably belonging to Astrom. That debt led to tons more dilution and 3 more reverse splits in 2008, 2009, and 2010. NYMH went dark in 2010 and is now a revoked NV entity that but quoted with no bid.
Kona Gold Solutions Inc (KGKG) - formerly Union Equity Inc (UNQT). It is common knowledge on the message boards that even though Michael Anthony was the CEO of UNQT starting in 2004, both Edward Hayter and Richard Astrom were very much involved in the ticker probably controlling much of the free trading stock after being involved in a public offering from November 16, 2004 that was done through Pennsylvania only. Laura Anthony became the legal counsel for the ticker after Michael Anthony got involved. Control of the UNQT shell was acquired in 2004 when it was named Phasertek Medical Inc, Nevada entity. Pahsertek Medical Inc (PTMI) was a publicly traded non-SEC reporting pink sheet company. The name of the Nevada entity was changed to Union Equity Inc on November 12, 2004 and the entity was re-domiciled in Delaware on December 3, 2004 by merging it with a new Delaware business entity by the same name (Union Equity Inc) that was created on November 15, 2004 by Michael/Laura Anthony. The new business operations for Union Equity Inc involved Real Estate. UNQT did a steady stream of press releases through most of 2005 with a ton of volume hitting starting in April of 2005 through August 2005 taking the price down from a high of $.015/share on April 25, 2005 to $.0001/share by July 11, 2005. It was probably during this time that Hayter and Astrom were selling their 504 shares they received in 2004. By August 2005 UNQT was basically stuck on $.0001 and the scheme was over. UNQT didn't do much from 2006 to 2010. Then in 2010 Michael Anthony resigned with the O/S at over 7 billion and float at 4,873,241,300 shares. Charles Lance took over control of the ticker. All of the old business operations were spun out of the shell. The ticker did a big 1:10,000 reverse split and Big Apple Consulting became involved in the shell. UNQT saw a revolving door of CEOs between 2010 and 2015. UNQT saw a big sell off in March 2012 then got a lot of on again off again pumping as a triple zero stock after that. Charles Lance and Big Apple Consulting eventually both ran into lots of separate legal troubles and the shell was passed to knew ownership again doing a 1:1500 reverse split in 2015 and becoming Kona Gold Solutions Inc (KGKG).
Hannover House Inc (HHSE) - This Issuer was hijacked by Michael Anthony through Clark County Nevada when it was known as Mindset Interactive Corp (MSIA) in June of 2005 using his entity Century Capital Partners LLC and Bryan Clark as the attorney. Some information on the message boards suggest that Richard Astrom and Edward Hayter became involved in this ticker through Michael Anthony. After Anthony hijacked the ticker he filed a Form 15 with the SEC. On November 29, 2005 the name of then entity was changed to DeGreko Inc (DGKO) and the CEO changed to Fotis Georgiadis. The ticker was re-domiciled to Delaware on December 19, 2005. The company did an early stock dividend leading to some early positive price action in March of 2006. In June 2006 the company changed its name/symbol to VOIP5000 Inc. (VPFI). In October 2006 the ticker did a 1:50 reverse split. Things got ugly after the reverse split.
A promised buyback before the split never happened. Revenues didn't match what was promised. Lots of new stock was issued right after the split killing retail shareholder value. In April 2007 the name/symbol was changed to Target Development Group Inc (TGTD/TGTI). The ticker became involved in Real Estate acquiring some undeveloped property in Connecticut. Maybe the Real Estate is what led some to claim Astrom and Hayter was involved in the shell. I was unable to find any proof of their involvement. In January 2009, Timothy Boyd Smith created a new Target Development Group Inc in Wyoming and the DE entity was merged into the Wyoming entity in February of 2009 re-domiciling the ticker to Wyoming to go with a change of control of the shell. In December of 2009 Target Development Group Inc merged with Truman Press Inc (Eric Parkinson and Don Frederick Shefte) becoming Hannover House Inc (HHSE). Just prior to the merger Fotis Georgiadis was issued 200,000,000 shares through his entity Bedrock Ventures Inc for the forgiveness of $300,000 in debt owed to Bedrock Ventures Inc by Target Development Group Inc (TGDI). In later filings from 2013, HHSE claims they were unable to locate any record of Fortis Georgiadis/Bedrock Ventures giving $300,000 to the company as Fotis and his attorney William Aul claimed. The undeveloped property in Connecticut was also dropped and 49,000,000 shares issued for the property was returned to the treasury.
In 2011, Fotis Georgiadis appears to have still been involved in TGDI despite selling the shell 2 years earlier because when a filing came out claiming TGDI was looking into purchasing assets from Bankrupted Block Buster Video setting off a huge pump&dump it was Georgiadis' associate Keith Rosenbaum that was the author of the filing. On November 5, 2012, Bedrock Ventures Inc won a court ordered judgment in the Central District of California against Truman Press Inc and HHSE for $572,819.17 in damages, prejudgment interest, and attorney fees. This might be related to money Bedrock may have lent HHSE for the making of the film "Twelve". Filings reveal few details. Bedrock Ventures Inc continued to receive payments in shares and cash (gained by doing new debt agreements with toxic lenders like JSJ and TCA Global) throughout 2013 and at least into 2014 but the HHSE filings are vague about the details. In 2013 Fotis Georgiadis was Indicted and added to the Criminal Complaint involving others like David Levy and Donna Levy for the Cardiac Networks (CNWI) pump&dump scam. CNWI was another shell that was hijacked by Michael/Laura Anthony. On March 27, 2015 Fotis Georgiadis was sentenced to Time Served and he still works with Laura Anthony in public companies.
U.S. National Telecom Inc (USNL) - This Issuer was hijacked by Richard Astrom using Brian Goldenberg in April of 2007 when it was Yi Wan Group Inc (YIWA). I could not find any custodianship records for the hijacking in Miami-Dade County where the shell last existed. After the hijacking Mark Rentschler temporarily became the CEO and control person on paper for the ticker. Laura Anthony became the legal counsel for the shell. US National Telecom Inc was set-up as a new Delaware entity for Astrom by Robert Clark to use to help re-domicile one of his hijacked shells. Originally a merger filing was filed with the FL SOS in June of 2007 to merge US National Telecom Inc with Mutual Exchange International Inc which Astrom had hijacked earlier that same year, but that merger was cancelled. Instead Robert Clark was placed as the CEO of the Yi Wan Group Inc hijacked shell and in September of 2007 that as renamed US National Telecom Inc (USNL). Robert Clark didn't keep his name as the CEO long. By early 2008, Gregory Giagnovaco became the new CEO. In January of 2008, 17,000,000 shares were issued to some unnamed investors from Texas and 100,000,000 shares were issued to Charette Corporation Inc (a Florida business entity controlled on paper by Mark Astrom) in exchange for financing. In March of 2008 USNL did its normal small forward split that most of the Richard Astrom tickers did ahead of the share selling (in this case a 3:1 split). That gave the Texas investors 51,000,000 shares and Charette Corp (Astrom) 300,000,000. Lots of shares were dumped into the market in the spring/summer of 2008 helped with a slew of press releases taking the price down and leading to a 1:10,000 reverse split in October of 2008. Around this time Damian Guthrie took over as the new CEO of the ticker. In January of 2009, Astrom got a bunch more stock through Wahoo Funding Inc. In November of 2009 the ticker did its first OTC filing. After another large reverse split in 2010, Rebecca Guthrie took over as the new CEO. During the next year the O/S grew from 2.3 million to over 3 billion by the end of 2011. Most of that dilution was caused because of convertible preferred stock issued in a private placement in May of 2010. The filings don't disclose who got the shares but knowing what we know about Astrom I'd bet it was Richard Astrom and associates and nominees of Richard Astrom. By the end of 2012 the USNL share price was stuck on no bid from the dilution and the ticker was basically abandoned. Laura Anthony remained the attorney for the ticker. USNL still trades today.
Savenergy Holdings Inc (ADCC) - Richard Astrom hijacked this shell through Broward County in August of 2006 using Brian Goldenberg, attorney Alan Kipnis, and a Minnesota business entity Richard Astrom and Christopher Astrom set-up and controlled called Grand Fork Real Estate Inc. After hijacking the shell, Mark Rentschler was temporary placed as the CEO and control person then the shell was moved to Delaware and renamed Andorra Capital Corp (ADCC). Astrom also did a 1:10 reverse split around this time. The ticker didn't really get any action then in 2010 control of the ticker was sold a a group of South Korean investors who changed the name to Savenenergy Holdings Inc and did a 1:1000 reverse split. The ticker has remained very quiet and hasn't seen any shares traded in years despite still being an active ticker.
JNS Holdings Inc (JNSH) - This ticker originally traded as Millennium Direct Inc back in 2000, a company run by George S Balis (aka George Steven Balis) a crooked attorney from New York. In 2001 Millenium Direct Inc acquired all of the shares of Blue Capital Associates Inc (another publicly traded company) resulting in two separate CIK numbers for Millennium Director Inc. The main entity went on to be run as a pump&dump scam by George S Balis until in 2003 when Balis was busted by uncover FBI agents in a sting. Balis was convicted in August of 2005 receiving a 24 month prison sentence. After his arrest in 2003, the Millennium Direct Inc shell looks like it might have been abandoned. Suddenly in 2005, Edward Hayter shows up as the new control person for the ticker changing the name of the ticker to Viyon Corporation (VYNC) and filing a Form 15 to stop being an SEC flier. During this time VYNC shared the same address as Hayter and Astrom's IBAC Corp (ICAN). A short time later in July of 2005, Viyon Corporation (VYNC) became First Guardian Financial Corporation (FGFC), a Commercial Real Estate company operating largely out of Canada with Abraham Rosenman as the new CEO. In 2006 the company did the common forward split followed by share selling and a reverse split a few months later seen often in Astrom tickers, but because there was no filings done between 2005 and 2010 it is impossible to figure out who may have received and sold shares during that time. Reacting to criticism received from investors due to the stocks poor performance, Rosenman put out a press release in September 2006 swearing that Hayter was no longer involved in the company after selling him the shell. According to a law suit filed by Mal Duszak against FGFC and its CEO, Abraham Rosenman, in January of 2007, Abraham Rosenman was a restaurant manager working for Edward Hayter over at IBAC Corp (ICAN) acting as a nominee CEO for Edward Hayter to use the FGFC shell for a pump & dump scheme which included several paid promotional campaigns and questionable share issuances.
Later Daniel Burgess (Astrom/Hayter associate from PRRM and SYNS) was added as a Defendant because he conducted business for FGFC including acquiring the domain name for the company. Astrom wasn't named in the law suit or in any press releases but with so many New York business entities and Edward Hayter involved in FGFC it is hard to imagine that Astrom didn't have his paws in there at least a little bit. The case was settled out of court in September of 2007 and dismissed. In May of 2007 FGFC briefly became New Capital Funding Corp (NCFC) then in October of 2007 it was changed again to Ulysses Holding Corp (UHCR). In 2008 the shell became Ulysses Diversified Holding Corp (UDHR). In 2012 UDHR became JNS Holdings Corporation (JNSH) and the CEO was Brian Howe. Brian Howe was from Illinois just like the Brian Howe that had bought the MWKI shell from Richard Astrom in August of 2014 causing it to become EVAS later leading to Howe filing a lawsuit against Astrom alleging fraud, breach of contract, and unfair enrichment among other things. Obviously it is the same Brian Howe especially since JNSH got involved in the EV charging industry which probably means that Astrom was involved in the JNSH shell with Hayter as recently as 2012 selling the shell to Howe. JNSH has seen some dilution in 2014 and 2015 but it hasn't been out of control. Financial statements look clean of any current Astrom presence but it's hard to be sure. The ticker still trades today with Brian Howe as the CEO. The other CIK number for Millennium Capital Inc was revoked by the SEC on June 7, 2016.
Other Astrom Hijackings - Stacey's Buffet Inc (SBUFQ) (Michael/ Laura Anthony hijacked it), Comprehensive Medical Diagnostics Inc (Joseph Meuse), Shadow Ridge Holdings Inc, Digital Concepts International Inc, Jumbo Sports Inc (JSIBQ) (old owners objected and won it back), Transport Safety Technology Inc (Michael Anthony / Laura Anthony), TVC Telecom Inc (Michael Anthony / Laura Anthony). As for Laura/Michael Anthony, there are more than 120 hijacked tickers, most still out there even today. They are fairly easy to find. There is a pattern when they set them up.
Also interesting. Here is another link that shows the set up of Cardiac Network by Laura and Michael Anthony- note the fax header and Laura Anthony's law firm address:
https://www.docdroid.net/sAEf1Th/cardiac.pdf.html
That shell led to the indictments of David Levy, Donna Levy among others.
This part of the indictment is very interesting since we know from the corporate documents it was Laura and Michael Anthony who orchestrated the reverse mergers and in fact hijacked the shells causing Cardiac Network and other companies mentioned in the indictment to become public. After the shells were sold, Laura Anthony continued as the attorney for the companies. Her involvement does not get any clearer than that.
[url][/url][tag]https://www.justice.gov/sites/default/files/usao-sdny/legacy/2015/03/25/Levy%2C%20David%20et%20al.%20S5%20Indictment.pdf[/tag]
Meanwhile back at the lab, another Anthony client, Tom Gaffney was indicted in another Anthony ticker known as Health Science:
https://www.fbi.gov/miami/press-releases/2013/five-defendants-charged-for-securities-fraud-related-violations
[url][/url][tag]http://search.sunbiz.org/Inquiry/CorporationSearch/ConvertTiffToPDF?storagePath=COR%5C2010%5C0209%5C67305526.Tif&documentNumber=P09000012683[/tag]
This is interesting. It shows the transfer of shares of Big Apple (then known as Corporate Mortgage Solutions) from Michael/Laura Anthony to Big Apple and Richard Astrom from the official transfer agent files.
The share registry is at the back of a shareholder list posted in an inactive OTC Markets filing.
Very interesting. And it's unusual for a company to authorize the issuance of 20 billion shares of common stock at the time of formation. Back in 2004 that would have been an enormous number. It would be even now.
I suppose it offered a hint of what was planned.
Here is another company with Big Apple Consulting and Laura Anthony
https://www.docdroid.net/h90ICRt/laura-anthony.pdf.html
Speak of the devil. This is more than a little interesting. ANDES Gold and New World Gold operate from 980 South Federal Hwy, Suite 200 Boca Raton:
http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=ANDESGOLD%20P110000019090&aggregateId=domp-p11000001909-57c2a6fd-44af-44d7-a207-3b078dcd2cef&searchTerm=andes%20gold&listNameOrder=ANDESGOLD%20P110000019090
http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=NEWWORLDGOLD%20P080000448031&aggregateId=domp-p08000044803-92c1f9d2-a181-4592-b0bf-bad7c6b57a7b&searchTerm=new%20world%20gold&listNameOrder=NEWWORLDGOLD%20P080000448031
Both entities are controlled by Roy Meadows, partner of Marc Jablon/Big Apple. And lets see who else operates at the same swanky location:
http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=PRIVATEGLOBALADVISORS%20P150000525130&aggregateId=domp-p15000052513-0a093672-2bbc-440c-aa29-a377b3e45d19&searchTerm=PRIVATE%20GLOBAL%20ADVISORS%2C%20INC&listNameOrder=PRIVATEGLOBALADVISORS%20P150000525130
You can read about more Rossi here:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=123659271
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=123659983&txt2find=rossi
According to FINRA and the SEC Guy M. Jean Pierre forged over 100 legal opinions freeing up billions of shares of stock for Big Apple that harmed thousands of investors yet he was not criminally charged. You have to conclude he was working as an informant.
In my opinion, there is no other conclusion you can draw from this. They could not brush the matter under the rug anymore because the Florida Supreme Court was going to disbar Jean-Pierre. At the end of the day, the SEC action accomplished nothing because they waited over a year before they took action against him. Thousands of investors were harmed. At the end of the day, the SEC stated Jean Pierre was no longer in the US. Ironically, he is still working South Florida as a paralegal.
The Miami FBI is known for this type of behavior. They just unsealed the indictment of Anthony Asenijo who worked for Roy Meadows, Marc Jablon's partner. Many of the opinions rendered by Jean Pierre were for Meadows.
Years ago, the Miami FBI was involved in a sting called Operation Bermuda Short involving Meadows associates. The FBI gave free passes to Robert Schlien and David Jones after they set up 60 people in victimless crimes. Jones and Schlien on the other hand had ripped off thousands of investors for millions of dollars in a scheme targeting companies going public - services just like those provided by Big Apple Consulting. While the sting was ongoing, Jones and Schlien were ripping people off.
Sure the SEC sued Big Apple but right after it was over they filed a bankruptcy. The judgments are meaningless because the SEC won't collect them.
When whistleblowers and multiple lawyers questioned the opinions being written by Jean Pierre and Carl Duncan, they were retaliated against and improperly targeted. Investors who lost money in the more than 100 tickers involved with this group should take the time to tell their stories to the office of the Inspector General. Let them explain how it is that there were not criminal charges brought by the Miami office of the FBI.
This will be the only way victims of this scheme will be vindicated.
https://oig.justice.gov/
What does the FBI do about all of this? GeckoSystems was involved with Big Apple briefly. The shell owner refused to deliver the shares and it backfired on them, but the abusive system and the con continued. I spoke to the FBI for an hour or two gave them lots of names.. Even connected Neil Wallace to probable forgery of certs. To this day Wallace, an attorney who has never practiced law, continues to dog the company with abusive lawsuits, some of which were filed by him by forging other parties names on "pro se" complaints.
And the FBI does nothing.
Here is an interesting read about Richard Astrom and Laura Anthony.
As part of the purchase of the controlling shares, Wahoo Funding, Inc.’s agent and attorney, Laura E. Anthony, sent a letter on August 9, 2006 via Federal Express to Kurt Hughes, Interwest Transfer Company, Inc.,the transfer agent holding the shares, and instructed Mr. Hughes to transfer the controlling shares to my name.
https://www.docdroid.net/wNQ5jCG/anthony-astorom-suit2.pdf.html
Lawyers are some of the biggest fraudsters out there. They are highly unethical and use the laws to their advantage. Worse than used car salesmen.
Interesting board...
:)
Laura Anthony - Attorneys favored by BAC clients
see Candle Vandal connection : https://www.scribd.com/doc/317208375/Big-Apple-Information
He could teach them how to be sloppy criminals. If the government has to learn from Grocock then there is something wrong with the FBI.
Just because the criminals get away with it doesn't make it legal and it doesn't make them smart. It only means those we graced with out trust have failed us.
He could teach the government ways to work his smoke and mirrors so they can uncover similar schemes.
That would assume his time has a value and it does not. You should consider that he could be paying them with the only thing more valuable than money.
AND WHAT IS HE PAYING THEM WITH?
He's paying them off
You aren't asking the right question. The question you should be asking is why isn't he in jail yet. What possible motivation could the gov have not to charge him?
He is tap dancing.
Is he in jail yet?
Funny Grocock represented Cem Cam.
Not sure. Probably not since most investors did not have the funds to fight
Did the courts look at transfers two years prior to adjudication?
The civil case was concluded. Jablon filed a bankruptcy. I can only imagine what his lawyer Carl Schoeppl was paid from the funds Jablon received from investors. The entire SEC case was smoke and mirrors. At the end of the day, investors got nothing.
100 and no criminal charges? I guess one can do whatever he wants.
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Information and discussion about Big Apple Consulting, USA (BAC) and public companies that have been or are clients of BAC or its affiliated entities, which include:
* Big Apple Consulting, USA
Big Apple Equities
Boost Marketing, LLC
Double Diamond Investments
EZ Newswire, Inc.
Jackpot Business Specialists
Management Solutions International
* MJMM Investments, LLC
Twin Equities, LLC
Owners, Officers and Employees of above:
* Marc Jablon: (All entities)
* Keith Jablon: (BAC, MMJM, ...)
* Mark C. Kaley: (BAC, MJMM, ...)
* Matthew McGuire: (BAC, MJMM, ...)
Jason Takacs: (BAC, EZN, Boost, ...)
Matthew (Matt) Nicoletti: (BAC, MSI, EZN, ...) - Also became President of UNQT (see below)
John Neff: (MSI, EZN, ...)
* Companies and individuals sued by SEC for fraud and multiple other violations of securities laws. All found guilty on all counts, fined and sanctioned.
List of Former and Current Client Companies (not complete)
AFAI - AFA Music Group, Inc. (now TDEY)
APRU - Apple Rush Company, Inc. (No Info - $.0001)
AQLV - Aqualiv Technologies (formerly IFRS, now VRTY after 1 for 100 R/S)
ARTS - Artfest International, Inc (SEC suspension, revoked)
ASTR - Astralis, Ltd. (revoked)
AUTQ - Auto-Q International Inc. (defunct)
AVLN - Avalon Technology Group, Inc. (revoked)
BPWI - Big Apple Worldwide, Inc. (also formerly BPWW, now FUSR)
CKYS - Cyberkey Solutions (grey market -- former CEO serving over 8 years for fraud)
CLDR - Cloud Centric Systems (formerly GESM) (gray market, DTC Global Lock)
CLDZ - Cloud Technologies, Inc. (gray market, caveat emptor)
CMSI - Corporate Mortgage Solutions, Inc. (became BPWI then FUSR)
CNSO - Casino Players, Inc. (now MMMS)
CNTL - Centale, Inc. (defunct)
CTYX - Connectyx Technologies Holdings Group, Inc. (PK no info) - (DTC Global Lock)
DPWS - Diamond Powersports, Inc. (defunct)
GESM - GuestMetrics, Inc. (now CLDR)
EIGH - 8000 Incorporated (SEC Lawsuit, gray market, caveat emptor, non DTC-eligible)
EPMI - Epic Media, Inc. (defunct)
ERUC - ER Urgent Care Holdings, Inc. (bankruptcy filed)
ETGG - EnerBrite Technologies Group, Inc. (fka ETGU) - Now LVGI
EREX - E-Rex, Inc. (defunct)
EVSY - Evans Systems, Inc. (now WTCT)
FLNA - FuelNation, Inc. (SEC suspension, grey market)
FUSR - Fusion Restaurant Group, Inc. (formerly BPWW - grey market)
GOSY - GeckoSystems (PK current information - may have backed out of BAC contract)
GRBG - Greenbridge Industries, Inc. (PK no info, Caveat Emptor, default NV SOS, non DTC FAST eligible, website dead, no contact info)
GRBT - Greenbridge Technologies, Inc. (now PGRE) (PK no information, 10,000 to 1 R/S, non DTC-eligible/T4T)
HISC - Homeland Integrated Security Systems, Inc. (fka HISU) (defunct)
HMWM - HumWare Media Corporation (now EFTB)
IFRS - Infrared Systems International Inc. (now AQLV)
IGTP - Intelligent Sports, Inc. (defunct)
IJJP - IJJ Corporation (PK no info - diluted to no-bid, 1 to 1000 R/S, then diluted to no-bid again)
IVGA - Invicta Group, Inc. (defunct)
IVII - Ivi Vommunications, Inc. (PKno information)
LLBO - Lifeline Biotechnologies, Inc. (PK no information)
LVGI - Limitess Venture Group, Inc. (Formerly ETGG) (PK no info) - (DTC Global Lock)
MAEI - Made in America Entertainment, Inc. (formerly RVNM) (PK no info)
MMMS - Medytox Solutions Inc. (formerly CNSO)
MTIZ - Metiscan Inc. (defunct)
MTPR - Metapower International Inc, (fka MTPW - Metapower) (PK limited info)
NUER - NuEnergy Group Inc. (now RSII)
OCFN - Omega Commercial Financial Corp. (PK current information, 20,000 to 1 R/S on 7/2/14)
PBHG - PBS Holding, Inc. (PK no info)
PRGE - Paradise Ridge Hydrocarbons, Inc. (formerly GRBT) (PK current information, 10,000 to 1 R/S, non DTC-eligible/T4T)
PHMB - PharmaCom BioVet, Inc. (PK no info, caveat emptor)
PKPL - Park Place Energy Corp. (OTCQB)
PLNIQ - Plasticon International, Inc. (revoked)
PRPG - PRG Group, Inc. (revoked)
PRPM - Protek Capital (formerly ProPalms, Inc.) (PK no information)
RPPR - Aquastar Holdings, Inc. (now SUTI)
RSII - Rising India Inc. (formerly NUER) (PK current info)
RVNM - Ravenmoon Entertainment (now MAEI)
SDVI - Signature Devices, Inc. (PK, no information)
SMAS - Somatics Systems, Inc. (grey market, caveat emptor)
SNDY - Solos Endoscopy, Inc. (PK current info) Multiple reverse splits, DTC/TDA chill. current client of Boost Marketing
SSPT - Shot Spirits Corporation (PK no information, default NV SOS, website dead, non DTC FAST-eligible)
SUTI - SUTIMCo International, Inc. (formerly RPPR) (PK current info) Reverse split 11/2011, current client of Boost Marketing
TBLU - Telcoblue (revoked)
TDEY - 3D Eye Solutions, Inc. (Chairman was Marc Jablon, a principal of BAC until permanent penny stock bar) (PK current info)
TMMG - TM Media Group, Inc. (grey market, caveat emptor)
TSRR - Tradestar Resources Corp. (grey market)
UPZS - Unique Pizza and Subs Corporation (PK, limited info, multiple reverse splits)
UNQT - Union Equity, Inc. (PK current info) DTC/TDA Chill
VRTY - Verify Corp. (formerly AQLV and IFRS) (OTCQB)
VPLM - Voip-Pal.com Inc. (PK current info)
WTCT - Watchit Technologies Inc. (formerly EVSY) (Suspended then Revoked)
Company executives who hired or otherwise chose to work with Big Apple Consulting or its Affiliates:
Ken Allen, (MTPR)
Steven Aronstein (SMAS)
Brian Barrett, (GESM and SSPT)
Leonard Baxter (GRBT)
Steven Scott Brown (ETGG)
Jonathan Bryant (EIGH) (SEC Lawsuit)
Robert Corr, (APRU)
Jon Cummings, III (OCFN)
Jon A. Cummings, IV (OCFN)
David Gubb (GRBG and UNQT)
Owen Dukes (CLDZ, IJJP, PRPM, TDEY)
Joseph Fahoome (CNSO, MMMS)
William G. Forhan (CNSO, IVGA, MMMS)
Edward Patrick Herbert (ETGG)
Jim Holmes (LLBO, SNDY)
John Huemoeller II (HMWM)
Kenneth L. Hurley (SDVI)
Marc Jablon (BPWI, CMSI, TDEY) (Principal of BAC, found guilty of multiple counts of fraud in SEC action, permanent penny stock bar)
Neil Jablon (BPWI, CMSI)
Louis Keith (LLBO)
Thomas Kelly (EIGH) (SEC Lawsuit)
Charles Lance (UNQT) (Also SLNX and RNVT fka VOXI)
Malcom Lennie (RPPR, SUTI)
David Lovatt (CLDZ, IJJP and CLDR) He was also CEO of ENTS, CEO/COO of DNAD and is currently CEO of PKGM.
Frank Moody (EVSY, HISC and WTCT)
Gary Musselman (HISC and WTCT)
David N. Naylor (PRGE)
Matthew Nicoletti (UNQT) (Also SLNX sand RNVT fka VOXI) (Former employee of BAC, MSI and EZN)
Clark Ortiz (PBHG, TDEY) (Also CEO of SWRF)
Uma Pandey, (PRPG)
James E. Plant (CKYS) (In prison for 8 years for criminal fraud after pleading guilty under a plea arangement for a shorter sentence)
Clifford Pope, (IJJP) (Hired Boost Marketing after decimating IJJP stock via BAC)
Brian Riley, (GRBT, HISC and WTCT)
Mike Roth, (GRBG, GRBT) (also CEO of BCLE)
Chris Salmonson (FLNA) (In prison for 20 years for criminal fraud)
Fred Schiemann (LLBO, SNDY) (also CEO of IGRW, fka HPCS)
Ronn Schuman (CTYX)
Jeffrey M. Smuda (PHMB)
Mark Solomon (ERUC)
Paul Spetch (AUTQ)
R. M. Spencer (GOSY)
Jack L. Stapelton (ETGG)
Dan Tartaglia (TMMG)
James Scott Tassan (ARTS, PBHG, PRPM)
Scott Tassan (ARTS, PBHG) (also AURI)
Bert Trentham (RPPR, SUTI)
James Turek (PLNIQ and TBLU) (Convicted of criminal fraud by DOJ, sentenced to 18 years. Was sued by and settled with the SEC for fraud)
Edward "Eddie" Vakser (ARTS, PBHG, PRPM, SUTI, SWRF, TDEY, TSRR) (also AURI)
William White (GRBG, GRBT) (Also worked for EESO and had dealings with SPNGQ). (Hired Boost Marketing for GRBG after previously decimating the stock via BAC)
Don Wood (WTCT and GRBG) (former CEO of RENU)
Steven Woodell (UNQT)
Robert Zysblat (PRPM, TDEY)
Attorneys favored by BAC clients:
Christopher Davies (SSPT and ....)
Carl N. Duncan (BPWI, CLDR, EIGH, FUSR, GRBG, TDEY, SNDY and ....) - SEC Lawsuit, barred from SEC practice.
Brian F. Faulkner (GRBG, PBHG, SNDY, SUTI, TSRR and ...)
John B. Frohling (ERUC and ...) - Prohibited Service Provider
Randall S. Goulding (IJJP, ...) - Current lawsuit by SEC -
Kimberly Rudge (formerly Kimberly Graus) (CLDR, CTYX, ETGG, GRBG, IJJP, PRPM, SNDY, TDEY, UNQT and ...) - Being sued by FL Bar for fraudulent opinion letters.
J. Bennet Grocock/The Business Law Group (AUTQ, CKYS, CLDZ, EPMI, EREX, IVGA, MAEI, OCFN, RVNM, SDVI and ...) - Suspended from SEC practice
Guy M. Jean-Pierre, aka Marcelo Dominguez de Guerra, (APRU, ARTS, CLDR, CTYX, GRBG, IJJP, SNDY, SSPT, TDEY and ...) - Charged by the SEC with fraud and fled to the Dominican Repulic and changed his name.
David Popper, (FLNA, RVNM, TMMG, WTCT and ...)
Manly, P.A. (WTCT)
Jonathan D. Leinwand (TDEY, GOSY)
Law Office of Thomas Russell (PRGE)
Securities Counselors, Inc. (Partnership of Carl N. Duncan and Randall S.Goulding - SEC actions - see above)
Laura Anthony - see Candle Vandal connection : https://www.scribd.com/doc/317208375/Big-Apple-Information
Fred Scheimann, CPA (LLBO, SNDY)
Thomas, Zurcher & White, P.A. (CLDR, GRBG, TDEY, UNQT and ...)
Transfer Agents used by BAC clients:
Action Stock Transfer Corporation (UNQT has moved to)
Bay City Transfer Agency and Registrar (WTCT)
Compushare Transfer Corporation (ETGG)
Continental Stock Transfer & Trust Co. (FLNA, GOSY)
Corporate Stock Transfer Inc. (MTPR, PHMB)
Interwest Stock Transfer Co. (CLDR, CTYX, SUTI, UNQT)
Island Transer Agency (APRU, ARTS, PBHG, SDVI, TSRR)
Holladay Stock Transfer (CLDZ. MMMS, UPZS)
National Stock Transfer (CKYS) - SEC Action in process
Olde Monmouth Stock Transfer Co. (ETGG)
OTC Corporate Stock Transfer (LLBO)
Pacific Stock Transfer Co. (CLDR, MAEI, PRPM, RVNM, SNDY) -- Owned by Joseph Meuse
PacWest Transfer (OCFN)
Signature Stock Transfer Inc. (BPWI, EIGH, FUSR, NEUR, PRPG, RSII, SMAS)
Standard Registrar and Transfer Co. (GRBG, TDEY)
Transfer Online (ERUC, GRBT, IJJP, PRGE)
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