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Very possible. Still within and part of the pinky arena though. Just hiding over there where the SEC or other authorities won't get at them (at least that's their plan). There is no SEC equivalent over there (key word equal). The whole market over there is helping more than hindering criminal activity in specifically the dirty pink market.
An interesting article with the subject on Scion's board where the US was actually put on the same pedestal as Germany.
The majority of criminal securities transactions involving Canadian-based companies and criminals take place on loosely regulated exchanges in the United States and Germany.
"Except that this property has been explored at depth by a legitimate company in the past and they found......
Nothing.
And, the statements and claims they made in the 2011 news releases are preposterous if not impossible. It was as if a person who knows little to nothing about actual exploration and mining wrote them with a bunch of hot buzzwords hoping naive investors would buy it. I guess it worked. For awhile.
When I get some time I will recap all the DD on the "exploration and mining" side, on top of the clearly bogus financial statements."
I believe it would be appreciated since the gambit has run around again to the "gold" thing again and trying to show any real fundamentals with this company just isn't there.
Their lack of proper reports (geological or financial) are quite telling and some real DD to be recapped would definitely be quite informative.
A whole little $11 worth of paint on the end LOL, but overall just another selling day. Mostly red volume at the bid. Got a few hundred thousand shares at the top catching some little sucker fish but that was pretty much it for the big "run".
61% sell to 39% buy volume
http://ih.advfn.com/p.php?pid=trades&symbol=CRWV
Looked like quite a bit wash trading trying to make it look like some action for the company to sell some more and for the most part buyers today are down on anything they held overnight.
Actually, the "not to shabby" trading strategy didn't really work out today. Oh but wait, "it's not trips yet" so I guess it's about as good as that CRWV strategy. Let's all the CRWV traders and investors wait for CRWV to be zero volume or low trips before seeing what a scam this company really is and where they can loose even more. Then it will really be a "shabby" trade strategy.
Silliness is a very mild way of putting it to say the least. Complete joke. I think it would be real lucky to get 30-40 minutes of digging there. LOL.
Well I guess you have the people that are over there that don't have the US market accessible to them. Of course the pump junkies try to make it sound like it's something great over here. Companies that have a history of giving out toxic debt shares or have more convertible debt coming up can find it easier over there. (IE: AQLV).
With the US authorities, DTCC, and brokers cracking down a bit over here, it seems that it's becoming more feasible to list over there also. For example Pump and Dump Groups and others like them will give that as one of their services and even pushes the idea.
There seems to be several pushes in the pinky arena to get over to Germany. Closer to those exchanges I guess. Over there the lack of oversight and great abilities to hide share selling by the companies and insiders are quite undesirable for shareholders. We know the US pinky world is bad, but it's a church Choir compared to over there in that foreign market. And it doesn't matter whether it's Berlin, Frankfurt, or others.
Pesky little fly, brought its own pile with it. Not much life span though and even less with a good fly swatter. LOL
I fully suspect and basically certain that THRA and these companies like THRA know full well before the public actually knows of DTCC restricted services and LOCKS. See it all the time with pumps and PR's, little runs, and then complete and large dumping, etc. with these stocks that get nailed by the DTCC.
I think anyone can believe that companies know before the storm and take advantage of the ones who don't. How much ahead of time might be a better question, but certainly some point before the official public notices comes out.
Some of the actions by the company are similar to right before they do a increase A/S or R/S. Try to get something out there to increase volume and wham, the unsuspecting shareholders are just nailed. "Fishy" is one of the more kinder words for it.
That's the thing with these scam shells. Goes on and on. From soft drinks to oil, from oil to medicine and back to minerals. Then they start making green light bulbs from all of it. Whatever the flavor of the month is, that's what business these lousy shells like THRA "say" they are in. But it's all about how many shares that THRA can unload to the unsuspecting public.
At least the LOCKED status hinders THRA from a lot of it and keeps them from scamming a lot of would be believers. The odds of THRA investors getting even a portion of their money back are overwhelmingly against them.
Absolutely zero income, capitol, or operations with MXXH. No financials for about 5 years (audited or otherwise). No legal standing with the state in which MXXH is registered (Delaware) and in state violation and almost a third of a Million dollars owed in back taxes. No operations or well drilling, nothing but paid $200,000 in shares to Tom Gouger and Tejones with nothing in return. No real volume or liquidity with the stock. No "process to become fully reporting" (sadly, that's a joke and one of the most used phony lines in the pinks).
Just nothing, and that nothing is just basis to more nothing and lack of any reason to invest in or even trade at this point.
Any "new" ticker symbol, name change, or reorganization will still have to be cleared through the proper authorities. All the problems with THRA, share structure, etc will just come along with the shell.
Now grant you, owners of these scam shells do go on and create new shells and companies, but that still won't have anything to help the shareholders of this symbol or shell, only the insiders and shell owners of the new scam.
One might get some phony news of "ticker change", but that scam has been done over and over around the pinks and it hasn't helped shareholders with any of it over time. But with THRA, there is big problems in the financials, share structure, and all the rest that has got them LOCKED.
THRA isn't going to get approval with all those problems, so the "name change"/"ticker change" idea is just BS. No "shiny", just a whole bunch of "shiners" (black eyes).
With stocks like CRWV, it's like throwing more good money away with the bad. Many shareholders should have just cut their losses long ago rather than waiting for the destruction that has happened with CRWV. Harder said than done for sure, but it is better investing or trading habits (knowing when to fold them and taking ones winners and dumping the losers). CRWV has been one big loser, that's for sure.
But no stock goes in a complete line whether it's goes up or mostly down such as CRWV has. Day trading this stock might be the only real way to go, that's if the insiders lay off and there is proper liquidity. The way the company and insiders are dumping this thing, it puts too much strain with the competition and everyone else. Just hinders the every day trader or investor in trying to get a little cut of the pie.
A couple of hundred bucks with a bunch of trades that won't even end up clearing is not anything to jump up and down about. Two million shares traded at low trips is practically nothing when the stock isn't LOCKED, but with all the problems of clearing, fees, and lack of liquidity with a DTC LOCKED THRA, 2 Million shares showing up on technical glitches or attempted manipulation of the system to get a few shares showing is squat and definitely nothing to mess with or even touch with a ten foot pole.
Not the phone thing again. This joker is just looking like a fool, but the sad part is the his constant abuse of the legal system costs us taxpayers money. Not only that, it bogs down the court system with just frivolous actions and limits the courts in other respects that do have a valid reasons for being there. Like our tax dollars don't get abused enough, this idiot has to amplify the problem.
Actually I gotcha. Glad I could explain the simple connections to CRWV and point them out. Seemed like there were some misconceptions and confusion about DOLLAR VOLUME and the drastic decrease in interest that has been going on with CRWV. Your welcome, glad I could help one out there.
In this pinky market that CRWV is in and the fact that now they are restricted by the DTC, the reality that a "bounce" is definitely not assured. And even if or when it does bounce a little, it may not be very much or for very long and as I've stated before, investors or traders might have to be very quick. But good luck.
My statements have been about longer term views and not tick by tick. Along with watching, investigating, and doing real DD on CRWV since they arrived. Why I have included 6, 5, and 4 month charts and was using the last week or two for short term designation instead of looking at just a tick "green for the day" as the statement that I replied to did.
And Red is Red. CRWV is down almost 29% for the week and over 60% Red and down over the last 10 days of trading. Nothing good about that.
A lot of investors pay for or have from their broker platforms real time raw data, but IHub has been kind enough to supply everyone with a 15 minute delayed trade data. Which means that in about 15 minutes one can look at it and see ALL the trading action during the day.
Quite a lot of red and selling at the bid and not very pretty to look at, but it does show where the majority of dollar volume and what kind of "interest" there is with CRWV.
http://ih.advfn.com/p.php?pid=trades&symbol=CRWV
There is a solid relationship for CRWV. For example; when the majority of the shares of CRWV were selling for a penny, every 10 million shares were worth $100K, now those same 10 million shares are only worth $20k if one can get them sold for .002. Along with that, there is a relationship of where the bulk of CRWV shares are trading now. One might only get the low of .0015, but the bulk of the DOLLARS are trading around .0017 which is only worth $17K for where most of what anyone can sell that original 10 million shares.
DOLLAR VOLUME is the real measurement for "interest" in the stock and that relationship to where CRWV is and what action it's pps is doing.
The charts do tell what HAS happened and only documentation of the way the pps has gone, how much, and what kind of volume is at any certain price,etc. How one might want to "interpret" the future pps by that documentation is up to any shareholder, prospective shareholder, or any other members of the public that might have interest in following CRWV. That comes with being a public company.
The way CRWV has conducted itself and what HAS already happened is not a good thing and indicates more negatives in the future. Six months of this companies track record is pointing down, there are not any company fundamentals that support any indications that the past track record is going to change but does support the odds of more negative reaction in the future.
Well they have to put somebody up there, and it's sure getting "thin". LOL The MM management must draw straws and see who gets stuck with the garbage detail.
If they don't have anybody, then we'll know what that means. May not be far off.
That range is where the value of the pps left off before the RS. Anything lower will just be even lower in the value of all the shares that the RS reduced them to. That's why especially in pinky land, RS are always such a negative consequence. They reduce the amount of shares held and then the amount of value gets reduced as the company and insiders have more shares to play with and take in more and more from the shareholders.
It's down 44% from the close of that day it hit the low of .0015. It only did one or two small trades at that price and the majority of the volume and where people mostly traded was much higher than it is now. The chart shows that it was just a small little "run" and the fact it was right before the DTC "chilled" the stock. I'm quite sure that the insiders knew of the impending notice.
But the actions basically only went back to the trading level it was before the short 52 week low. That trading level was lower than the trading level just a couple of months prior. The amount of green volume bars in the charts are nothing compared to the amount of red volume bars and dumping at the bid. The amount of dumping volume in the overall showing continuous lower and lower pps is obvious. The chart and corresponding volume and type of volume (dumping as pps goes lower) is already documented history.
See charts here
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=71939975
You definitely have that right. And it is easily seen on a chart. This thing has just come out of the gate with the big Pump and Dump and then just systematically gone lower and lower. Even with the last little tiny run before the DTC notice (see last 4 month chart) and then the subsequent dumping, it's clearly a pattern of lower and lower pps. Now that it's on the DTC list where most stocks just get illiquid completely, it will be more prevalent than ever.
Here you have about a 6 month, 5 month, and 4 month charts. The red volume days show up very prominently where the dumping occurs and very little "green volume" in comparison to the continuous dumping at the bid (or even lower). All the erroneous statements of how good CRWV has been are just not shown on the past price action. There is no good reason that it will ever go back in the opposite direction that for six months (and basically the life of the stock) has been going and pointing to.
About 6 months
About 5 months
About 4 months
"From the action in the stock, there is little question that the individuals that received the 400 million in stock (200 million left) are dumping as fast as they can.
There is a very clear pattern to the trading since the chill. A MM has been buying huge blocks of stock under the bid, then laying them off on the ask and making a nice amount of money on the spread. Once they find enough buyers and exhaust that block, they do it again, at ever lower prices. Again and again, which not only puts a cap on the price, but drives the stock lower every time they buy the next big block at prices under the bid.
Since all signs point to there being 200 million shares to sell, this process will likely go on for awhile. Since the chill went into place, and there is absolutely nothing backing the stock in terms of actual geology or mineral potential, once that stock is sold I highly doubt this "management" will ever release anything publicly again. They will just reload and run the same pump and dump playbook with a different stock."
The new list that would include stocks that were "chilled" and put on a T4T status is not out yet. I'm not talking about "Updates to the List of OTC Cleared Securities" notice that come out on a regular basis and are not a "chill" list. But the "CUSIP's to be exited from CNS and future trades designated trade for trade" that seems to come out about every two weeks give or take. The last one on Feb 2, 2012.
But something seems to be happening, they have pulled the old regular notices that have nothing to do with the "chill" list(or least doesn't seem to be showing at this point for MediaG3), but were there a day or two ago.
If there was a "chill" with only any newly issued shares that the MDGC wanted to put through DTAC (Deposits or Transfers at Custodian) having to do with dirty conversion debts and/or deals or problems with shares that have been issued for example, then that would be a different thing and notice may be only to the members of DTCC (IE: the brokers). Still not any good thing.
The broker should be able to answer certain questions about what exact services are being restricted by the DTC. Any broker can put their own "chill" on for their own reasons and/or on any service restricted or denied by the DTCC.
At least this is some of the info how I understand it. Will just have to wait and watch for any DTCC notices or try to get the info from the broker DTCC members.
A question to the older comedy folk and "Noah".
What's a "mermit"?
With a little notice, maybe that could be arranged. LOL
There's a new game in town, and more and more brokers will be following the parade on illiquid stocks like MDGC. These low volumes are just bringing the average volume down more and more. And whether or not a stock is secretly hidden in some Area 51 and service is in unknown "limited areas", it will still apply.
Video of new charges for illiquid stocks
What does the company or insiders care? It's all practically free money anyway and on the shareholders that got duped into buying the Pump and Dump (with the process of continued dumping).
As was stated;
"We were well over a Penny less than 6 months ago........"
Now never to see that area again without a RS, but only to watch the stock get put on the DTC list where enormous fees will probably soon occur and continue to be overall slammed downward in the pps or to the complete lack of liquidity no matter what the pps ends up at.
There is serious doubts that a penny will ever be in the works, that is without a RS.
Looks like massive dumping at the bid today, most all the volume is quite red and not a good sign. Only a little bit of control being done trying to keep from total pps destruction.
http://ih.advfn.com/p.php?pid=trades&symbol=CRWV
I'm not sure of why the question, but why public companies should have financials are investing and trading 101. One word comes to mind, transparency.
Financials show the viability of the company and how the company manages the shareholders money. If they have resources to even do what they PR, if they've done what they have PR'd or stated, and how did they do it (what profit or losses they had, operating expenses, assets, etc). It shows the history of the management and how the shell has conducted itself over time or their financial well being. If they even have any operations. What is there debt? Is there a lot of toxic debt? What kind, who are they giving the shareholders money to. Do they have a track record of neglect?
I can't even begin to list all of the reasons why a public company such as MXXH should put out financials (audited by the GAAP standards). The best advice I could give is to just Google why. There one can get to multiple sites like Investopedia and so many others and get answers from the searching. Like I said, it's just part of the market trading and investing 101.
Yazzoo. After broker fees, taxes, etc., exactly how much profit is in that $50 trade? LOL That's some trading, THRA is cooking now. Wow!! More like already cooked and burnt, and some poor soul forgot to bring their fork.
New charges to be taking effect on stocks like CRWV.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=71892081
There is always a lot of talk about how the DTCC Chill has no effect, CRWV can still be easily traded, it's just a scare, and on and on. The FACTS are quite different of course for the DTC list that CRWV has put themselves on. The company put themselves on this list, got restricted by doing dubious and irregular business and market activities. There is nothing positive about the actions by a company who don't follow all the regulatory and accounting guidelines, act irresponsibly, do not conduct good business practices, and who then find themselves restricted by the DTC.
Now anyone can easily put together the list on a myriad of trading platforms and/or programs. Easily have rows of lines full of data with PPS, daily volumes, average volume, etc, etc. and easily sort to see whatever data one desires for this list. A little bit of time, but not that much and might save a lot of headaches later.
The best place to get all that is on the DTC list that includes CRWV is here:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=71657510
These stats that are easily followed with all the companies that now include CRWV are easily proven. Over half have gone to ZERO volume (so any statements or ideas of "trade them all" is completely false), and only maybe about twenty out of a few hundred can get over a 10 million a day volume. This is FACT. CRWV fell from that list of over 10 million shares traded today and the list was only 14 of the stocks out of a few hundred on the DTC list made it. Again CRWV wasn't one of them. There is only a couple of pinks that have EVER got back to full DTC services out of years and hundreds of restricted stocks. So the odds of CRWV getting this problem quickly taken care of are pretty much nil (no matter what the company or promoters want the market to believe).
Now what does liquidity have to do with it? Just the AS, OS, float, not being a trip yet, is all that matters right? WRONG. The regular trader joe/jane has to be able to sell enough stock to make a profit and have enough action in order to do it. And one more gigantic problem is coming down the pike. One never knows when a particular stock gets "chilled" by a particular broker and there will be other brokers following the Penson procedures for illiquid DTC chilled stocks. And everyone needs to know these procedures, because it is not if, but when, and some brokers will be sooner than others.
The lack of liquidity on the DTC list is just going to cost big time to anyone who gets stuck in them. A great video, notice, and some good ways to just do some number crunching (in other words, REAL FACTS) of where CRWV is going to end up sooner or later, whether there is a little run or no run. No scare tactic, it's just the way it is and will be getting worse.
Video of new charges for illiquid stocks
Good info BB and welcome to the board as part of the Mod team.
It definitely helps if investors and traders actually read and at least comprehend some of the basics of the "short" BS. It just isn't feasible with the $2.50 a share requirement and these sub pinkies. It doesn't make sense for the most part and it just doesn't happen to any extent at all. And it sure isn't happening with CRWV. But it doesn't stop promoters from trying to convince the public of these pinks like CRWV that it's all the "shorts" fault.
When the company is going in the dumper, getting restricted with the DTC, and having insiders rake in profits from the practically free shares, it's CRWV's fault, not the brokers, MM's, or "shorts".
When there is such a heavy and widespread Lock and most brokers aren't dealing with it, it's hard to get any interest. It's a trip 1 stock that the majority can't trade and teeters on the NO BID. The question is; what for?
Oh, they were supposed to be in oil with the big PR of 25% "working interest" wells last year when the big pump of BNPD, BNPDD was going to be toxm and Gouger was going into this pinky shell. Now it's going to be tomi. In that PR it stated over exaggerated claims of so many bbs per day. It was all a lie. It just turned out to be some old dead wells that Gouger had for years and nothing has turned out and no profitable oil has come out of them to this day. Gouger still has violations on them in fact. Great "interest" for shareholders.
He's been given a good $200,000 share quantity for being part of the management of MXXH, and has promised to supposedly drilling a well additionally paid being the operating company over there. Those shareholders sit a year later and no well, no activity, no income, no financial statements, just empty PR promises.
But he's "entertaining" over here again. No oil, but the BS never ends. LOL
Of course, SEC or federal investigations can last for years without them becoming "publicly known". That's just the way they work. By the time they are public, usually the scam is long done already. If complaints have been made with the SEC rule violations, I would not feel safe in thinking there were no investigations going on.
Oh boy more news -- Gouger is "entertaining" again. That's got be real exciting. LOL Just need to disclose all the pertinent information, but that won't be Gouger's style. In fact, I would expect it to be hidden as much as he can, that way the BS can go farther. Before more "entertainment" the company might want to take care of and maintain the last BS oil wells, sure didn't come out like the old PR stated on those. I mean how many times can one go to a dry well? LOL
Just limiting any liability I presume. If anyone complains, they just have to point and say "we told you so". LOL
There seems to be a mixing of trading on PR's and some short term MOMO and investing in the fundamentals of the company itself. Two different animals. There is nothing available as far as financial records for about 5 years and no proof of any income, capitol or operations. It's been stated that when the Sanger Heirs Site is drilled then the financials will come out. That is no excuse why MXXH has quit filing financials to this point and disclosed any and all debt and issuance of shares.
These pinks go from one business to another and one has to look at all the RS's, toxic debt conversions, preferred shares, etc. Those come along with the shell no matter what business is tied to it. In the pinks, a dirty pink is always a dirty pink and just one problem after another follow with it. Trading on PR's and short term MOMO, then it doesn't matter. Of course one can always have hope that something will happen here, but who knows if or when. There is no income, no capitol, no operations, no cash to carry out operations for there is nothing but fluff PR's and those are totally unreliable.
But the year 2005 was mentioned and it is interesting to know the history up to that point when it wasn't even this business and a company called Vinoble and up to the point of Catherine Thompson. I don't want to get into "that was then and this is now" type of thing (because there is nothing to base the now on other than PR's and a few 8K's)and it's just info to read if one wants but does show the type of thing that is constantly done and even Gouger's $200,000 share transaction is not the first.
VINOBLE, INC. (OTCBB: VNBL) - TRICK OR TREAT IN THIS TREASURE CHEST?
Investigative Reports
October 23 2005
The allure of "treasure" has fascinated explorers, poets, pirates, and yes, investors. Admit it. We all are intrigued by the prospect of a valuable discovery. But value can be in the eye of the beholder - or to put it in a seasonal context, we do not always know whether we are getting a trick or a treat.
We offer these thoughts after receiving a series of spam e-mails purporting to profile a tiny company called Vinoble, Inc. (Pink Sheets: VNBL). Of course, as generally is the case with such e-mails, the profile came from an anonymous promoter who placed a decidedly positive, unbalanced spin on Vinoble's prospects.
The e-mails claim that Vinoble is involved in "the Red Hot homeland security sector…and the Oil/Energy Industry" – a combination of code words that are red meat to investors these days. That succinct description, however, does not accurately or fully describe the current state of the Company's operations. Nor does it convey the dire state of the Company's finances. Vinoble, which has no revenues, had $38 in its bank account at the end of June 2005, and losses of more than $9.3 million in the first six months of 2005.
Still, the promoter – who failed to mention Vinoble's shaky financial state - called the Company a "small treasure." Small, certainly, but the value of this treasure is questionable – except perhaps to the promoter, who was paid $10,000 to extol the Company's virtues.
We think investors are entitled to a more balanced view.
The Erly Bird Catches the Worm
Since becoming public in the 1980s, the company now called Vinoble has changed identities more often than Sydney Bristow. As Erly Industries, Inc., the Company was engaged in the manufacture and processing of rice for several decades. But Erly Industries fell on hard times and filed for protection under Chapter 11 of the U.S. Bankruptcy Code in September 1998. It emerged from bankruptcy in August 1998 and articulated a new business plan – to acquire operations, merge or begin its own start-up business.
In March 2000, the Company agreed to transfer control to Hudson Consulting Group, Inc., a subsidiary of Axia Group, Inc. Hudson Consulting, located in Salt Lake City, Utah, was controlled by an individual named Richard Surber, who became the Company's sole director in November 2000.
StockPatrol.com readers already are familiar with Richard Surber because of his activities as controlling shareholder of Dark Dynamite, Inc. (OTCBB: DRKD). See, Dark Dynamite, Inc. – Dancing in the Dark. Surber has long been a distinctive presence in the world of undercapitalized, obscure penny stock companies. On June 8, 2004, the Securities and Exchange Commission instituted an Administrative Proceeding seeking to suspend or revoke the registrations of fourteen small public companies associated with Surber because of their failure to file required public reports. Surber had been instrumental in registering six of the companies named in the Administrative Proceeding with the SEC, incorporated another, provided financial or merger consulting advice to six others, and allowed one company to use his office as its contact address.
The SEC's complaint in that proceeding described Surber as a shell company promoter whose "consulting business," consisted of taking private concerns public through reverse-mergers with public shell companies. According to the SEC, Surber acquired control of the shells, received cash fees ranging from $100,000 to $350,000, and was handed two or three percent stock ownership, in exchange for putting together the reverse-merger transaction.
In the case of Erly Industries, Surber's shareholdings (through his association with Hudson Consulting) were far more substantial. Other aspects of the transaction, however, were consistent with SEC's characterization of the traditional Surber deal – the reverse-merger of a public shell, in this case Erly Industries, with a private company. On January 24, 2001, Erly Industries merged with Torchmail Communications Inc., a Delaware corporation. The surviving public company, now called Torchmail Communications, remained under the control of Surber and his companies – Hudson Consulting and Wasatch Capital Corporation. According to Torchmail's Form 10-K for the year ended March 31, 2002, Surber was the beneficial owner of more than 78% of the Company's outstanding common shares.
Although it had a new name, the Company still did not have any business or business plan. That would change in October 2002, when the Company underwent another reverse-merger, this time with a Nevada corporation called Virtual Interviews, Inc. The surviving Company, which would soon be known as Ohana Enterprises, Inc., planned to provide human resources services on an outsourcing basis. According to its public reports, the Company's principal service would be the "Virtual Interview," designed to facilitate screening of potential job candidates
As part of the consideration for the acquisition, the former shareholders of Virtual Interviews purchased shares of Torchmail from Hudson Consulting. In an odd twist, the Company agreed to assume $200,000 of debt owed by the former Virtual Interviews shareholders to Hudson Consulting as payment for the shares. In other words, the Company was funding its own acquisition.
That was not the end of the story. In January 2003, the Company notified Hudson Consulting that it intended to offset the $200,000 payment because of misrepresentations made by Hudson Consulting in the Purchase Agreement. The litigation eventually was settled, with the Company agreeing to pay $117,000 to Surber's Hudson Consulting.
The dispute with Surber's company appears to have been the least of Ohana's problems. After the reverse-merger, Gerard Nolan, one of the former Visual Interviews shareholders, was named as CEO, President and director of Ohana. Less than one year later he was relieved of his responsibilities as a corporate officer, and soon resigned as a director. The Company subsequently sued Nolan, alleging breach of fiduciary duty, fraud, deceit and conversion. The action was settled, with Nolan agreeing to surrender 810,000 shares of Ohana common stock that had been issued to him and registered pursuant to a Registration Statement on Form S-8.
Ohana had another concern. It was out of money. As of June 30, 2003, the Company had no cash and no revenues. In October 2003, the Company was forced to suspend development of its Visual Interviews technology and all products.
Once again, Ohana was in search of a business.
April Fools and Other Follies
After Nolan departed, Catherine Thompson, who already was the Company's Chief Financial Officer, became its acting CEO as well, a position she continues to occupy today, having survived a series of transitory management changes. Her immediate mission seemed clear; find a business to acquire.
On April 1, 2004, the Company agreed to another reverse-merger, the acquisition of an entity called RestauranTech from Interactive Ideas Consulting Group, on terms that effectively transferred control to the incoming group. As part of that deal, Ohana appointed a new CEO and President, Brett Martin, and a Chief Operating Officer, Neal Weissman. The two men also were named to the Board of Directors, and each was given almost 4 million shares of Ohana common stock.
Although the Company insisted that this transaction was concluded only "after an extensive review and consideration of available opportunities," the deal suddenly went sour because of "certain differences in strategic direction for the organization and other issues." Less than two months later, on May 27, 2004, the transaction was cancelled and Martin and Weisman resigned as Directors – although they held on to their common stock (most of which was registered on a Form S-8 Registration Statement filed by the Company in June 2004).
That left the Company back at the starting gate, and doing what it seemed to do best – handing control to another new group. On September 14, 2004, the Company entered into a Stock Purchase Agreement with a Nevada corporation called GarcyCo Capital Corp. Under that agreement, Ohana agreed to issue at least 2 million shares of its common stock to GarcyCo Capital in exchange for $500,000 in cash, payable in installments. The number of shares issued to GarcyCo Capital could increase based upon the value of Ohana stock when each installment payment came due.
What was Garcyco Capital? Did it have a track record, and the resources to lift Ohana from its somnolent state? Although the Stock Purchase Agreement was dated September 14, 2004, the records of the Nevada Secretary of State indicate that GarcyCo Capital was incorporated one day later, on September 15, 2004. So much for the track record. But what about George Garcy, who signed the Stock Purchase Agreement as President of Garcyco? Again, the Nevada records offer more questions than answers. They indicate that Garcyco Capital has been in default since October 1, 2005, and identify Justin Moore of Las Vegas, Nevada as GarcyCo Capital's President and Secretary and Joseph Lively of New York City as its Treasurer. Mr. Garcy is not presently listed as an officer of the company that apparently bears his name. Lively later became CEO of Ohana – albeit only briefly.
On the other hand, Mr. Garcy is identified by the records of the Nevada Secretary of State as the sole officer of GarcyCo, a company that was formed on May 17, 2000, and whose corporate status was revoked on June 1, 2002.
With the introduction of GarcyCo Capital, the Company expressed hope that it was now poised to find a suitable acquisition candidate. Subsequent events suggest that while candidates have been plentiful, consummated acquisitions – and clear direction - are quite a different matter.
December 29 Is Time To Sign
All of the name and management changes had done nothing to materially improve the Company's financial picture following the bankruptcy. As of June 30, 2004, Ohana had no cash and no revenues. Three months later the Company had $8 in its bank account – and still had zero revenues.
The revenue picture could not improve until the Company developed or acquired an operating business. The Company's Form 10-K for the year ended June 30, 2004, which was filed on October 14, 2004, offered a glimmer of hope for the future. It claimed that the Company already was pursuing the first potential acquisition of its Garcyco Capital era. According to the Form 10-K, Ohana was evaluating the purchase of a "31 year old California business valued at approximately $10 million." Although the Company claimed that the California entity was a "leader in a niche market," it did not identify the target, the industry, or the terms of the transaction. It did offer a few clues, revealing that the due diligence process, which would take four or five months, would include "building inspections" and "inventory testing." Still, this was hardly enough information to satisfy even a marginally inquisitive investor.
Had the Company determined to enter a specific industry? Was there now a business plan in place? The Form 10-K provided no details and there is no sign the transaction was completed. A few days after the Form 10-K was filed, however, Ohana filed a Preliminary Form 14C Information Statement indicating plans to change its name to Vinoble, Inc to "better reflect…our new business purpose." What was that "business purpose?" The Information Statement, like the Form 10-K, did not say."
A Final Form 14C Information Statement was filed on October 28, 2004, changing the Company's name to Vinoble and implementing a one for five hundred reverse-split of the common shares.
The Company's new business plan appeared to take shape when it entered into a series of related agreements on December 29, 2004. A Form 8-K filed on January 4, 2005 revealed that Vinoble had entered a Memorandum of Understanding to acquire MSI, a security firm located in Stony Brook, New York. According to the Form 8-K, MSI had been in business for almost thirty years, providing uniform security guards and protective services to clients, including the Estee Lauder family. Vinoble stated that it would move the MSI operations to Baldwin, New York as part of an overall strategy to merge several businesses into a newly formed Nevada corporation to be called Secure Enterprise Solutions Physical Security Group, Inc. The Company promised that its new security business would operate from offices in New York, New Jersey, Florida, Toronto, and Las Vegas.
The Form 8-K also disclosed that MCI would share office space in Baldwin, New York with Millennium Protective Services, a "premier security guard service company" which possesses a "Class 2 Homeland Security Rating." Vinoble said that Millennium would become the managing agent for the contemplated SES guard service in the New York metropolitan area.
The Company did not enumerate the terms of the proposed MSI acquisition or the economic details of its relationship with Millennium. Instead, it devoted the balance of the Form 8-K to explaining its plan to capture a portion of the growing homeland security sector. Vinoble indicated that Secure Enterprise Solutions Physical Security Group would provide a variety of "information security services," including training, planning and awareness products.
In order to become "the 'most desired' provider of information security solutions," the Company intended to "rely heavily" upon a securities industry professional named Thomas Welch, "who had owned, managed and consulted for a number of high profile [Information Technology] companies." Indeed, the Company subsequently disclosed that it also had entered into non-binding agreements to acquire three companies owned by Mr. Welch - Secure Enterprise Solutions, Inc., WISE Learning Solutions, Inc. and Welch & Welch Investigations, Inc.
And, although the Form 8-K did not contain this information, the Company later disclosed that on December 29, 2004 it also entered into a non-binding agreement to acquire 21st Sentry Monitoring Systems, Inc., a provider of burglar and fire alarm monitoring services.
It was a busy December 29.
It did not take long for these plans to unravel. Vinoble's Form 10 Q for the quarter ended December 31, 2004 (filed on February 22, 2005) revealed that the Millennium relationship already was in its death throes. The Company stated that it had not entered into a definitive agreement with Millennium and did not anticipate doing so at the present time.
The Welch agreements soon disintegrated as well. According to the December 31, 2004 Form 10-Q, Mr. Welch was slated to become Vinoble's Chief Operating Officer on February 11, 2005. Mr. Welch subsequently had declined that appointment – for reasons that Vinoble did not explain – and plans for Vinoble to acquire his businesses were terminated.
Meanwhile, the MSI and Sentry transactions remain in limbo, with no sign that they are likely to be consummated. Although the Company claims that "discussions are ongoing," as of October 13, 2005, due diligence had not yet been completed and the parties still had not executed definitive agreements.
While these efforts to gain a foothold in the security industry were failing or stalling, Vinoble was solidifying its relationship with GarcyCo. Capital. On February 11, 2005 – the day Thomas Welch declined to become the Company's COO – Vinoble agreed to acquire "certain property and businesses" from GarcyCo Capital in consideration for 12.5 million shares of Vinoble's common stock, 100 shares of Vinoble's Series A Convertible Preferred Stock and 100 shares of Vinoble's Series B Preferred Stock. The Series A Convertible Preferred Stock provided GarcyCo Capital with effective control of Vinoble, since it could be converted into 50.1% of the Company's common stock, at the option of GarcyCo Capital.
The Company did not indicate what "property and businesses" it would acquire from GarcyCo Capital, although it stated that GarcyCo would forfeit a portion of the common stock (but none of the preferred shares) if GarcyCo failed to satisfy its obligations under the agreement within two years.
More Vinoble Pursuits
Despite its inability to complete any of the December 29 agreements, Vinoble seemed determined to become a player in the security industry. On April 23, 2005, the Company issued a press release announcing a plan to deploy Radio Frequency Identification (RFID) mobile location technology "for corporate, executive and personal safety." Vinoble said that it intended to deploy this technology to protect "high profile persons" from terrorism and kidnapping.
How would Vinoble, finance, develop or market the new technology. The Company still had no operating business and, as of March 31, 2005 it had $67 in cash. The April 23 press release did not address these issues. Despite Vinoble's seeming inability to implement these plans, investors responded to the April 23 announcement. On April 22, Vinoble common stock closed at 15 cents a share - 87,600 shares were traded that day. On April 25, the first trading day following the RFID announcement, the stock price hit 21 cents and over 1 million shares changed hands.
On April 29, 2005, Vinoble issued another press release relating to its RFID venture. This time the Company said it had agreed in principal to acquire certain RFID patents and technology which would allow it to track containers and cargo. Vinoble, which stated that it expected a definitive agreement within two weeks, did not identify the seller of the patents and technology or enumerate any terms of the transaction.
There is no indication that Vinoble finalized the agreement two weeks later, or at any time since. Still, the Company continued to contemplate an RFID venture. Vinoble no longer was talking about implanting chips in humans or tracking cargo; now it was contemplating utilizing the technology to protect mining assets. In a June 2005 press release Vinoble disclosed plans to use RFID technology to protect and track natural resources. As before, however, the Company did not indicate at the time - and has not yet stated - how it intended to implement or fund this venture.
The following month the Company offered another glimpse of its latest vision. On July 8, 2005, Vinoble announced that it had agreed to acquire controlling interest in the Hazard Lake Gold Mine in the Red Lake Mining District of Northwestern Ontario, Canada. The Company claimed that "a gold resource valued at nearly $8,000,000" in the ground, but conceded that further exploration would be needed to update this finding. The Company expressed its expectation that it now would be able to test RFID and Global Positioning Satellite (GPS) applications for the mining industry.
Once again, Vinoble did not disclose any details of the agreement or explain how the acquisition and operation would be financed. The Company also did not indicate how an entity with no operations, no money, one full-time member of its management team, and no experience either in the mining industry or with the implementation of RFID and GPS technology, would operate a mining concern or test new technologies. It promised further details when the deal closed, presumably in approximately ninety days.
One month later the Company offered a few further tidbits that might have titillated investors. An August 2, 2005 press release described the success of other mining operations in the Red Lake District implying, although not directly representing, that the Hazard Lake property might yield similar results. An August 12 press release reiterated this prospect of success by association, also reminding readers of the Company's plan to test RFID and GPS products in the mines.
Finally, on October 13, Vinoble announced that it had signed a definitive agreement to acquire the Hazard Lake property. Although the Company repeated its reference to the possibility of "a gold resource valued at $8,000,000 in the ground, and claimed that the new asset would increase shareholder value based upon current gold prices, the October 13 press release still failed to provide any material details of the agreement or the contemplated business.
Some additional details were included in the Company's Form 10-K for the year ended June 30, 2005, which disclosed that Vinoble had agreed to buy a 98% interest in the Hazard Lake property from Overseas Investment Banking Alliance, S.A., a Panamanian corporation, for $397,000 and 2 million shares of Vinoble common stock. The Company said that $197,000 of the purchase price was to be paid in cash (of which $67,000 had been pre-paid) with the balance represented by a promissory note payable over the next four years.
Shareholders can be excused for wondering how Vinoble would pay for the property. The Company had incurred expenses of $9.4 million in 2005, principally from the issuance of stock to employees and consultants, and had just $38 in its bank account on June 30, 2005. How could it possibly fund an acquisition or explore a mine. Even if it could afford a shovel and pail – barely – it had no employees ready to dig.
Despite these questions, and its historic inability to complete a transaction, Vinoble has been pursuing another acquisition in recent months. On September 6, 2005, the Company said it was evaluating an oil and gas project and had developed "new sources of funding to undertake the operation." Vinoble did not indicate the sources or terms of that funding or the details of the oil and gas acquisition and venture – but promised to do so once a definitive agreement was concluded. Sounding a now familiar theme, Vinoble said it would explore the use of RFID technologies to help monitor oil wells and production.
On September 9, the Company revealed that it had entered into a Memorandum of Understanding to acquire a minority interest in an oil and gas property located in the Lafourche Parish of Louisiana. They may want to begin operations quickly. A recent report indicated that the average property in Lafourche Parish sunk seven inches over the past decade.
Press releases issued on September 9 and September 28 offered some technical information about the property – but no details of the transaction or verifiable independent analysis of the value of the property. Nevertheless, the Company claimed that the oil and gas venture would increase its asset value.
Hidden Treasure?
At best, Vinoble's prospects are shrouded in uncertainty. The Company has provided only a vague description of its contemplated mining and oil and gas ventures – and not a hint of how those projects will be implemented. Is it possible to attribute any meaningful value on an entity which is so speculative, and in such sorry financial condition?
This brings us back where we started, with the promoter that has been touting Vinoble. The promoter's e-mail contends that the Company's stock is "very much undervalued considering the potential of the [homeland security sector and oil/energy industry] and the position of the Company." Exactly what position does the Company occupy? It is not yet involved in the homeland defense business; virtually every effort to enter that sector has been abandoned and, despite repeated references to RFID research, there is no sign that Vinoble owns any valuable technology or patents, or possesses the capacity to research and develop this process. The promoter claims that Vinoble "has assembled a highly qualified team of security professionals offering a full range of security services," but that contradicts the Company's public filings, which do not indicate that any such personnel are in place.
Nor is there any reason to exude confidence about the potential success of Vinoble's other projects. The prospects of the Company's vague mining venture remain purely speculative and plans for an oil and gas operation have yet to be finalized.
So how can the promoter anticipate that Vinoble shares will rise from a current price of 7 cents to 12 cents within days and 25 cents or 30 cents by early November? Is that simply delusion, wishful thinking, or an attempt to boost prices and create activity so some unidentified shareholders can dump their holdings? And who paid the promoter $10,000 to hype this stock? Hopefully the funds did not come from Vinoble, which does not appear to have such deep pockets and could better use the money for more constructive purposes.
Some "small treasure" can remain buried for a very long time.
http://www.stockpatrol.com/article/key/vinoble