Just a note in-between here.
This is the history of this shell up to and including time with Cathrine Thompson and then there has been nothing but continuance of the same since then. They have not been a legal entity for which the state that they are registered in and are in violation there. This is not the correct way to do reputable business and run a public company that is supposed to be selling a real business.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=71555735&txt2find=state
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
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