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What damage and what advice?
What revenue news? SoundFi, the new agreement with no realized revenues?
What laws were broken?
MDLG is a liability to CLOK....and a HUGE expense.
Shareholders are probably forming a class action lawsuit now. We can only hope and wait.
Message in reply to ‘clok-em-dead’:
I think any damage from misguided and illegal advise has leveled off.
I expect with revenue news this will sky rocket to new levels.
Shame on the constant negative professing.
Laws were broken and some fate is at hand.
And it ain't mdlg.
Shame shame shame.
Shareholders should gather together to form a class action suit once the perpetrators are arrested......won't do much good cause they don't have anything to get from them.
Noone said Marquez is hiding. Quite the contrary.
Many people don’t realize that defamation is dependent upon FALSE statements, not TRUE statements.
MDLG lives in a glass house. He will reap what he has sown.
#didmdlghavecornlastnight?
Eric Marquez is sippin' mai-tai's in Southern France!
MDLG has pulled the wool over so many investors. It's actually pretty sad.
#dreamondreamondreamuntilyourdreamscometrue
We all live in a glass house.
But all of this chaos is due to Michael de la Garza. Everybody knows that. And that's all there is to know.
Defaming Eric Marquez is a punishable crime. Why would anyone be so cavalier?
Sullivan's a smart guy. He did his due diligence and said "Nope, I'm outta here!" He didn't wanna have anything to do with Michael de la Garza. Smart guy.
#billyjeanisnotmylover
#hesjustaguywhoclaimsthatIamtheone
Message in reply to 'clok-em-dead':
Wouldn't it be amazing if all this chaos as of late was actually because of Eric Marquez.
I had a dream last night that Eric Marquez ended up in jail again and mdlg was laughing out loud.
I'm sure that Sullivan has come clean with why he suddenly gave notice.
Once Sullivan turns states evidence and the auditors back him up..... well let's just say Eric Marquez will be locked up for awhile.
Just a dream for now.... but it could turn into a nightmare for Eric Marquez.
We know that Besser was mislead by MDLG
MDLG has already made a fool of Besser.
The real issue is what will Besser do about it.
Only time will tell.
Why not sell shares if you're holding warrants?
That seems like the smartest thing to do.
Cashout now? Risk everything? But what if...
Recent money raise was $20 million
Broker(s) took $2 million
If there’s $10 million remaining, this means that MDLG has burned $8 million.
If Besser, the largest investor, wants his $6 million out, then what will happen? He will a) sell lots of shares that will drive the price way down, or, b) sue MDLG and CLOK board, which will drive the stock price down
CLOK is at a very critical point, because Besser can’t afford to wait much longer to protect his investment.
For a smaller investor, the ability to minimize losses goes way down by waiting on the 10-Q to come out, and then it goes down exponentially every month and quarter going forward.
#altruisticthoughts
MDLG can flee, or double-down on the BS
He isn't running away yet...and I give MDLG credit for taking advantage of investor greed and putting investor money in his pocket. That's con man 101 stuff right there!
The challenge of making a material sale seems to be impossible for MDLG.
Giving MDLG the next few months to continue his actions will allow him to continue to drain the bank account.
Real anything would be nice! Real customers, real independent directors, real engineers, real products, real corporate governance...
Message in reply to 'CLOKtickticktick':
Give MDLG some credit, he isn't running away or taking any of these challenges lying down. CFO and Auditor replaced, Board Member appointed, wrinkles to be ironed out soon. IMO, MDLG should be provided the next few months to continue making progress. Nasdaq would sure be nice, but either way we need to see some real sales and real results very soon!
...before MDLG takes the rest of CLOK investor$$.
...just a matter of time...
Message in reply to 'clok-em-dead':
Its only a matter of time for Cipherloc.
https://www.investors.com/research/industry-snapshot/cybersecurity-stocks-cloud-computing-it-spending/
Fact: MDLG has taken and burned $17million.
Don’t want to believe me? Look at financials and add up what has been spent and taken from MDLG. I’ve also itemized much of this in previous posts.
He has $10 million or less to go. Is this acceptable? Will you continue to watch MDLG take your money and feed investors lip service each and every quarter?
All I know is that MDLG needs to be held acccountable.
Bottom line: MDLG has only taken from investors.
What MDLG has done is not good for CLOK. No results. No accountability. No sales. No common sense.
#ivaluemoneyandintegrity
Government is involved. SEC, FBI, FINRA, PCAOB.
The biggest question will be, how much $$ did MDLG squander from CLOK?
#mdlgandhistenderronies
MDLG going to FBI for help? That's crazy!!!!
I HOPE that an FBI investigation is getting ramped up! MDLG has committed multiple acts of fraud...not covered by E&O or D&O insurance, and acts where he and the Board are culpable and responsible for damages.
Are burner phones traceable? Ask MDLG.
Message in reply to 'clok-em-dead':
FBI investigation into the band of thieves is getting ramped up. I am sure 16 guys in Virginia are aiding in any way they can. Are burner phones traceable?
Meanwhile, the Q is nowhere to be seen.
What's left in the CLOK bank account(s)?
How much did MDLG pay himself this quarter?
What crappy deals has he signed off on??
CLOK doesn't have the staff to get a contract, let alone service a contract.
#didclokbuyinvestorsdinnerbeforetheygotfd
MDLG is bad. He's also a perpetual failure.
#hesstealingandstolenyourmoneynotmine
If a BOD can't remove CEO, big problem.
Especially with Michael de la Garza. If he is in full control, CLOK is doomed. So, MDLG can go through the motions of adding qualified and competent directors, but the bylaws must also be amended.
#sogladhesnotpissinawaymymoney
Interesting. I gather he hasn't done his due diligence.
You've gotta be pretty crazy to sign off on or be on the BOD for a company run by Michael de la Garza. He's ran off so many good people and audit firms that if you ignore the warning signs, you totally get what's coming to you.
Tom Wilkinson, due your research before you accept this position.
Board leans towards MDLG. Needs to be balanced.
The CLOK BOD needs at least 3 more INDEPENDENT directors, not picked by MDLG.
The next to do item will be to revise the corporate bylaws to take away the Chairman’s privileges.
There’s a long way to go to undo all of MDLG’s past misdoings, and to prevent him from acting without oversight.
Lots of hype and claims. No paying customers.
MDLG has created all this smoke, meanwhile, he’s taken millions in cash for himself, pissed away millions in bad deals, and hasn’t proven himself to be untrustworthy and inept.
How much is left in the bank account?
#wisemansayonlyfoolsrushin
So painful! Let me try to help.
"...potential undisclosed related party transactions and governance lapses, which we are unable to evaluate at this time"
This means that de la Garza did not satisfy the auditor's request for substantiation to their request. This means that de la Garza chose NOT to or COULD NOT provide any evidence to the auditors. This means that the Board of Directors MAY NOT BE fulfilling its fiduciary responsibility to the shareholders, and the audit firm has publicly attested to that fact. This means that if CLOK shareholders sued de la Garza and the Board of Directors of CLOK, that the audit firm could provide valuable support to a lawsuit against de la Garza et al.
Of course, this also means that the audit firm will communicate its findings to the PCAOB, and the PCAOB will evaluate the audit firms findings and act accordingly "in order to protect investors and the public interest by promoting informative, accurate, and independent audit reports".
Of course, don't take my word for it. Do your own due diligence and ignore everything, if you wish. I'm just an altruist.
Message in reply to 'clok-em-dead':
I did read the letter. I also posted a link to that letter. Full disclosure here.
Let me fill in the blanks......
"We also note the receipt of communications alleging potential undisclosed related party transactions and governance lapses, which we are unable to evaluate at this time"
Could this be what the FBI is investigating? The band of thieves calling anyone and everyone?
Interesting times indeed.
Funny how some come and go.
Hit and run.
Allegations are “Undisclosed related-party transactions and governance lapses.”
See Armanino LLP letter
Awesome!! That’s the best news I’ve heard yet!
Hold MDLG accountable!!
Semple,Marchal&Cooper resigned as auditor
From 9/30/11 10-K:
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
Effective May 26, 2012, the Registrant engaged S. E. Clark & Company, P.C. The previous auditor Semple, Marchal & Cooper, LLP resigned as
auditors on December 16, 2011 a letter was delivered to the Company via certified mail.
Has Semple, Marchal & Cooper officially accepted the role as audit firm for Cipherloc??
Agreed that there should be a full investigation.
I can agree with you that there may be people who have continued to "push" the stock one way. Which way? Well, the biggest incentive for this stock, with it's long history of tall tales and unmet expectations would be to push this stock up, or, to keep it from nosediving. If we consider the counter argument, an incentive to short sell, the short activity does not really support this argument at all. So, any stock manipulation would more than likely be putting upward pressure on the stock price. I would go as far as to say that it's happening right now, and I don't think that this is necessarily a bad thing for anyone.
I don't recall any disclosures or factual information that Cipherloc is working with the government in any capacity whatsoever. De la Garza's actions, over many years, suggest that the government, specifically the SEC and FINRA, are an ally of the investor, not de la Garza or CLOK.
Message in reply to 'clok-em-dead':
I believe there is an organization that is under investigation for stock manipulations of the company Cipherloc. If there isnt .... there should be and probably will be. Lets remember that Cipherloc is now working with the government on several secret and confidential projects. They are most definitely an ally of the company.
One question: how much money remains??
How much cash is left in the bank account?
Where did it go is my second question.
#mdlgisbeingcarelessandfancyfreewithyourmoney
De-worm yourself from this BS already!
Why didn’t de la Garza properly disclose the fact that the CFO quit? He didn’t tell the audit firm, he didn’t disclose it when he got notice, and he didn’t announce it in the conference call.
And now he expects everyone to believe that Mauriello has been the “phantom” controller all along and since Sullivan resigned, now de la Garza is going to make Mauriello the CFO?? And there’s been no employment agreement for Mauriello as controller for his alleged past service (this is just a made up story, imo)? And where’s Gino’s CFO employment agreement? Sullivan had his before his start date!
If you still think that MDLG is honest and believe him, then you may want to consider adding a dewormer to your diet.
Mauriello’s been Controller and approved related-party transactions?
I don’t buy it. I think de la Garza is making up another “story” that he didn’t think all the way through. If Mauriello was Controller during the past year, then he is part of the problem. This would mean that Mauriello allowed de la Garza to make several undisclosed related-party transactions. Related-party transactions that alarmed the audit firm and the newly hired CFO.
I wouldn’t trust de la Garza with my money.
And now de la Garza calls on one of his older audit firms (who I believed was stiffed money by de la Garza!). Holy cow, he must think the CLOK investors are dumb!
#theclokbankaccountisbeingraped
#byebyeinvestormoney
I like the facts, and ignore “the fluff”.
CFO resigned, almost immediately
Lol...stock price up .01 cents. So sad...
Nahhh. CFO quits on Mother's Day, alerts IR firm about resignation, and basically walks away from a big salary?? I guess he didn't believe all the BIG stories about Air Force, military, and government contracts, huh? I guess the SoundFi contract didn't perk his interest either.
Maybe he just didn't trust Michael de la Garza. Surprise surprise!
A common sense approach tells us that all of this stinks to high heaven.
Well, say goodbye and farewell to James Sullivan!
#mdlgisatotalloserandoutofcontrol
In response to ‘clok-em-dead’:
Well say goodbye and farewell to Eric Marquez and say hello to Mr. James Sullivan.
Section 5 - Corporate Governance and Management
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On April 17, 2019 the Board of Directors ratified the appointment of Mr. James Sullivan as the Chief Financial Officer of the Company with an effective date of April 15, 2019. Mr. Sullivan will work on a half time basis for the first ninety (90) days or less from Employee’s home office
Mr. Sullivan is seasoned private and public-company CFO with experience in hardware, software, telephony and cloud-services businesses. He has strong technical and financial background with expertise in public company compliance, public and private company capital raising, M&A, investor relations, SEC and regulatory requirements, and active participation in operational and international areas. His professional experience includes: Hands-on experience working in public and private companies with start-up environments, building successful, cooperative and referenceable relationships with customers, investors, financial analysts, Nasdaq staff, investment bankers, auditors and other vendors and he has presented at financial conferences and participated in panels.
Mr. Sullivan has a Bachelor of Science (1990), Accounting - New York University, Stern School of Business and is a Certified Public Accountant - CA (active) & NY (inactive). He is also a member of the CA Society of CPAs and Financial Executives International (FEI)
There are no transactions involving the newly appointed Chief Financial Officer that are reportable under Item 404(a) of Regulation S-K for the purposes of this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
Exhibit 10.35 Employment Agreement James W. Sullivan
Press Release
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Registrant Cipherloc Corporation
Date: April 17, 2019 By: /s/ Michael De La Garza
Michael De La Garza
Chief Executive Officer (Principal Executive Officer) and Director
8-K CFO resigned on 5/12/19! No 10-Q!!
What in the hell has MDLG done this time?!?
This is REALLY bad.
Truth. CLOK-10-Q is late. CFO is gone. Over.
MDLG doubles down on his bs during the conference call.
No telling where he is now.
#clokheadedtopinksheetsandmdlgwearingorangeprisonwear
10-Q Officially Late! Pink Limited Information! Warning! Warning!!
The company has limited financial information not older than six months
available on www.otcmarkets.com or on the SEC's EDGAR system.
[Insert nonsensical reason for late filing here] [Blame messenger here]
This is all MDLG's fault. 100% MDLG's fault. Kudos to MDLG for spinning the plates and truth for so long!
Disagree. MDLG has surrounded himself with his lies.
"MDLG had nothing to gain..." - MDLG did the conference call (CC) to give himself TIME. Time for what? Time to steal more money from the corporate accounts, time to fraudulently convey his personal assets and also transfer business assets, i.e. cash. Time to find an exit. Time to destroy documents. MDLG is probably trying to delay more lawsuits from being filed against him and CLOK and is trying to delay being out of compliance with the OTCQB and being investigated by the SEC, FINRA, FBI and other federal agencies.
Al made a critical mistake by joining in on the CC. He will likely regret this decision for the rest of his life.
Pure silliness is buying CLOK stock right now, with all that is known. Crazy train thinking is believing that CLOK$ is headed to NASDAQ/NYSE with no sales, no paying customers, no qualified engineers, no reputable third-party white papers, a corrupt CEO, and a lot of BURNED INVESTORS.
The crazy train's conductor is a phantom CEO, btw. Lol
#thiscrazytrainisabouttoderailferreal
MDLG lies. What quantum computers are testing CLOK?
Or is this a "secret"? From MDLG's last conference call, MDLG repeats and regurgitates information that has been thrown around this forum for months, yet, there is no proof of anything that he says.
"...the government has chosen Cipherloc..." Really? Nothing suggests that there have been direct discussions between the US government and CLOK. Northern Arizona University (NAU) working with the government and then also working with CLOK does not mean that "the government has chosen Cipherloc and their unhackable technology." Are we talking about a "phantom" government??
Going forward, let's ignore MDLG and focus on results; both financial and operational results.
Agreed! Listen...watch previous MDLG-CLOK videos. Apply common sense.
If you believe MDLG, buy CLOK stock!
If you don’t believe MDLG, sell, sell, SELL!!!
Message in reply to ‘clok-em-dead’:
I just listened to the CC again. I encourage everyone to simply click on the link I've provided and listen. Then click on it again and listen. And maybe click on it a third time and listen. There is no way possible that mdlg or Oz or the new CFO are crooks as has been stated.
In my opinion there is absolutely no way possible that mdlg is lying about having so many people (18 I believe) with high security clearance working in a secure facility in Virginia.
These high security personnel are working only on high level government programs and projects.
This CC was loaded with great news.
Eric Marquez resigned from CLOK over 2years ago!
It’s obvious (with common sense thinking) that Eric Marquez discovered problems and deficiencies with de la Garza and left CLOK before de la Garza’s lies, shortcomings and wrongdoings got out of control.
I suspect that Marquez is glad he left when he did. He’s been gone for over 2 years and CLOK stock price is near it’s all-time low, shares outstanding has increased 8-fold (crazy dilution!), and MDLG is still lying to investors about deals that are NOT happening. His delusions are out of control.
#yawn
Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
Date : 05/16/2019 @ 12:01PM
Source : Edgar (US Regulatory)
Stock : Cipherloc Corp. (QB) (CLOK)
#cantfixstupid
MDLG is a lying-lardass pretending to be CEO.
The 10-Q is late.
No reason was given.
The newly "appointed" CFO has not signed off on anything related to CLOK.
MDLG and CLOK are being sued by a former engineer and VP.
MDLG has pissed away MILLIONS of CLOK$ investor dollars.
Former CFO Eric Marquez PUBLICLY REJECTED a consulting offer from MDLG, AFTER RESIGNING from CLOK.
Some investors want to vilify former Eric Marquez for MDLG’s mistakes, lies and shortcomings.
Why not hold MDLG accountable for his CEO impotence?
#CLOKTRUTH