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One for the SEC..."We were emailing the news that we hadso it was not visible in here!!!!"
By: qqbmed
20 Feb 2004, 10:39 PM EST
Msg. 25521 of 25642
Jump to msg. #
The only one that got hurt was U. We were emailing the news that we hadso it was not visible in here!!!! HHAHAHAHAHAHAAHAHAHAHAAHAHAHA Sweet CHEEKS
http://ragingbull.lycos.com/mboard/boards.cgi?board=USGA&read=25521
The chief USGA tout, old81, works several boards and has his "team" tag along...
By: old81
23 Oct 2003, 05:32 PM EDT
Msg. 77 of 682
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We need a basher on this board. Any volunteers? Getting tired of talking to myself
http://ragingbull.lycos.com/mboard/boards.cgi?board=TMBN&read=77
By: scottssweatshop
24 Oct 2003, 01:36 PM EDT
Msg. 83 of 682
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Dave, I shall be the basher if you would like or we can get elooooooojn over here to bash.....he's pretty tenacious
http://ragingbull.lycos.com/mboard/boards.cgi?board=TMBN&read=83
By: old81
24 Oct 2003, 01:41 PM EDT
Msg. 84 of 682
(This msg. is a reply to 83 by scottssweatshop.)
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SSS. Please take it yourself. We should have a lot of fun next week.
Dave
http://ragingbull.lycos.com/mboard/boards.cgi?board=TMBN&read=84
By: scooter1ar
02 Nov 2003, 08:04 PM EST
Msg. 109 of 682
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Guiness& Ross,
First guiness welcome to tmbn. I wanted to tell
you guys ,another gem you might want to look at
is USGA .Dave & I are both in that one to. It
is a small Co. but will be showing a lot of growth
in very near future.JMHO Their name is
U S Global Nanospace.Not trying to pump it or
anything . Any questions Dave or I will try help.
Glad to have you here. Scooter
http://ragingbull.lycos.com/mboard/boards.cgi?board=TMBN&read=109
By: scottssweatshop
11 Feb 2004, 01:10 PM EST
Msg. 622 of 682
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Old, TOS'D AGAIN FOR SPAM ON THE OTHER BOARD.....You are not really 81, you work for shark....DON'T YOU? Why do you use so many alias's? Tell this board they need the truth from you!!!!
DO THIS NOW!
http://ragingbull.lycos.com/mboard/boards.cgi?board=TMBN&read=622
Chief USGA tout old81, having arranged the removal of another 'critic' from RB, just has to crow about it...LOL
He really does think he's uncatchable...
By: old81
21 Feb 2004, 05:04 PM EST
Msg. 25643 of 25652
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Question.
Can anyone tell me what happened to debellater or whatever. I was about to report him for a violation and he's gone. Only a member since today. Help?
Dave
http://ragingbull.lycos.com/mboard/boards.cgi?board=USGA&read=25643
By: falterin
21 Feb 2004, 05:32 PM EST
Msg. 25651 of 25652
(This msg. is a reply to 25643 by old81.)
Jump to msg. #
I think he confirmed what he wanted to - I'm sure he's grateful for your help.
http://www.siliconinvestor.com/stocktalk/msg.gsp?msgid=19833746
http://www.siliconinvestor.com/stocktalk/msg.gsp?msgid=19833737
http://www.siliconinvestor.com/stocktalk/msg.gsp?msgid=19833725
http://ragingbull.lycos.com/mboard/boards.cgi?board=USGA&read=25651
IN RESPONSE TO A PRESS RELEASE BY US GLOBAL LET US MAKE THIS PERFECTLY CLEAR
THIS COMPLAINT WAS FILED BY OUR-STREET.COM WITH THE SEC
WE HAVE NEVER SUGGESTED OTHERWISE AND ANY INDIVIDUAL CAPABLE OF READING CAN SEE THAT FROM OUR PRESS RELEASES, OUR TEXT AND THIS COMPLAINT ITSELF.
http://www.our-street.com/usga_sec.htm
COMPLAINT
Complainant reports that we believe that US Global Nanospace, Inc. (OTC-BBUSGA) has demonstrated a consistent and ongoing practice of issuing false and/or misleading press releases and of including false and/or misleading statements in filings with the Securities and Exchange Commission.
SUMMARY
1. This complaint arises out of what we believe are materially false and/or misleading public statements and omissions made by US Global, John Robinson and Stephen Squires. The false or misleading statements and omissions were made in 2002 and 2003 and related to, among other things, the company’s progress in obtaining certain certifications, contracts and orders the company claimed to have obtained.
2. Beginning in 2002, in press releases and on the Internet, we believe US Global, Robinson and Squires made materially false statements in press releases, in interviews and on the internet in order to promote their stock. We believe Robinson made or approved each statement, and he knew or was reckless in not knowing that these statements were materially false and/or misleading.
3. In 2002 and 2003, we believe Robinson omitted to state material facts in press releases and filings with the SEC that were necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. We believe Robinson knew or was reckless in not knowing that the material omissions were necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.
4. By engaging in the conduct alleged herein, the accused appear to have violated the antifraud, periodic
reporting, and registration requirements of the federal securities laws. Unless enjoined, ew believe the
accused are likely to do so in the future.
JURISDICTION AND VENUE
5. It is requested that the Commission bring an action pursuant to Section 20(b) of the Securities Act of 1933 ("Securities Act") [15 U.S.C. § 77t(b)], and Sections 21(d) and 21(e) of the Securities Exchange Act of 1934 ("Exchange Act") [15 U.S.C. §§ 78u(d) and 78u(e)] to permanently restrain and enjoin US Global, Robinson and Squires from engaging in the acts, practices, and transactions stated herein.
6. The Court has jurisdiction over this action pursuant to Section 22(a) of the Securities Act [15 U.S.C. § 77v(a)], and Sections 21(d), 21(e), and 27 of the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), and 78aa]. Venue lies in the Court pursuant to Section 20(a) of the Securities Act [15 U.S.C. § 77t], and Section 27 of the Exchange Act [15 U.S.C. § 78aa].
7. US Global, Robinson and Squires, directly or indirectly, have made use of the means and instrumentalities of interstate commerce or the mails, or of the means or instrumentalities of transportation or communication in interstate commerce, or of the facilities of a national securities exchange, in connection with the acts, practices, and transactions alleged herein, certain of which occurred within the state of Texas.
THE ACCUSED
8. US Global Holdings, Inc. On November 4, 1992, Caring Products International, Inc. was incorporated
under the laws of the state of Delaware. On December 30, 1993, Caring Products merged with and into
FWCC Merger Corp., and FWCC Merger Corp. became the surviving corporation. The name of the surviving
entity was changed to Caring Products International, Inc. On September 26, 2002, Caring Products
International, Inc. changed its name to US Global Aerospace, Inc. On May 29, 2003, the Board of Directors
and the majority stockholder consented to amend the company’s Certificate of Incorporation to change the
name to US Global Nanospace, Inc.
9. John Robinson, Chief Executive Officer, Chairman of the Board of Directors. Mr. Robinson became a
director and our Chief Executive Officer inconjunction with the share exchange that took place with USDR
Global Aerospace, Ltd. on May 17, 2002
10. Stephen Squires – aka S. Brad Squires is the Chief Technology Officer of US Global. He has additionally
claimed the title of Vice Chairman of the company as well.
FACTS
A. Background
11. Through a series of acquisitions in 2002 of USDR Global Aerospace, Ltd., a Delaware corporation,
control of Caring Products was transferred to John Robinson. Robinson then began issuing press releases
and published a website related to the company’s new business ventures. We believe, some of these
releases and parts of the website contained materially false and/or misleading statements or contained
material omissions that were necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading.
12. We also believe Robinson included materially false and/or misleading information in their SEC filings and,
at the same time, made material omissions that were necessary in order to make the statements made, in
light of the circumstances under which they were made, not misleading. These statements include claims
regarding business relationships with major companies that we believe are either entirely false or significantly
misrepresented. We further believe these materially false and/or misleading statements and material
omissions were included in order to create a false impression of the company and its current business
situation.
B. False or Misleading Statements and Omissions by the Company or its officers or directors
NOTE: WE HAVE BEEN PROVIDED WITH THE EUROPEAN PATENT INFORMATION AND PROVIDE THE LINK HERE. PATENT INFORMATION
ACCORDINGLY WE HAVE REMOVED PARAGRAPH #13 & 14
WE APOLOGIZE FOR ANY INCONVENIENCE THIS HAS CAUSED.
THE REMAINDER OF THE COMPLAINT REMAINS AS WRITTEN.
15a. On September 11, 2002 US Global, (then Caring Products International Inc) and Robinson announced that their “wholly owned subsidiary USDR Global Aerospace, Ltd. and Globus Aviation 2001 Ltd. concluded an agreement with El-Al Israel Airlines to install USDRGA's patent-pending Guardian(TM) Anti-Ballistic Panel Cockpit Security Door on El-Al's 747-200B aircraft.”
15b. On April 25, 2003, US Global and Robinson issued a statement claiming that “it has received new orders totaling $1,440,500 for 38 of the Company's Guardian™ Cockpit Security doors. The new orders include doors for El Al Israel Airlines' Boeing 737, 747, 757 and 767 fleets.”
15c. On March 4, 2003, Squires was quoted by the Reno Gazette as claming “We have 200 firm orders from existing airlines, inside and outside the U.S., including (Israel’s) El Al Airlines,” he said. “That will grow substantially now that the rest of the carriers can see the time savings.”
15d. We believe these statements were materially false and/or misleading based upon the following facts.
15e. On July 11, 2003 US Global and Robinson filed a Form 10K with the SEC claiming that “In April 2003 El Al Israel Airlines, while it was under the control of the government of Israel, submitted an order to USGA for the purchase of Guardian Doors for its fleet of aircraft. Since that time, however, the airline has been privatized. Currently we are unsure whether the change in ownership will have any effect on the purchase of the doors.”
15f. On July 14, 2003, Robinson and US Global published a statement regarding the El Al sale claiming that “Since then, the airline has been privatized and although the airline has indicated that they will honor their commitment to buy the Guardian doors, US Global is unsure whether the change in ownership will have any effect on the purchase of the doors due to El Al management changes.”
15g. On October 2, 2003, Robinson and US Global published a statement disclosing that “the company is continuing discussions with El Al to determine the best way to utilize the Guardian door in their cockpit security program while concurrently fulfilling FAA certification requirements while adhering to the very high Israeli Aviation Authority requirements”
15h. On June 13, 2003, the Jewish Bulletin of Northern California published an article stating that “Government officials said they were pleased with the results of the first stage of El Al's privatization Tuesday, while analysts called the flotation a failure. The government raised $17 million from the sale of from 15 to 24 percent of El Al's shares on the Tel Aviv Stock Exchange. It is unclear how many of El Al's workers bought shares. El Al will remain government-controlled for at least another year.”
15i. On June 2, 2002 Ganden Security Services published an article from “Aviation Week on Homeland Security & Defense Aviation” stating that “El Al cockpits have a heavily secured two-door system that allows pilots to enter the cabin while preventing unauthorized access to the cockpit.”
15j. Based upon these facts, we believe that the statements by US Global, Robinson and Squires were either materially false and/or misleading or contained material omissions that were necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.
16a. On April 25, 2003 Robinson and US Global announced that “it has received new orders totaling $1,440,500 for 38 of the Company's Guardian(TM) Cockpit Security doors. The new orders include doors for El Al Israel Airlines' Boeing 737, 747, 757 and 767 fleets, and Aer Lingus' Airbus A320 and Boeing 737 fleets.”
16b. We believe this statement is materially false and/or misleading or may contain material omissions that were necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading based upon the following facts.
16c. On April 26, 2003, AER Lingus published the following announcement. “AER Lingus has fitted reinforced cockpit doors to all its planes used for transatlantic flights in the wake of the September 11 terrorist attacks. International regulations stipulate that all airlines install reinforced cockpit doors to prevent unauthorised access to the cockpit by November 2003. The State airline confirmed that it had introduced the reinforced cockpit doors on its seven transatlantic A330 airbuses. The company is now in the process of examining options for the introduction of the doors on all short haul flights. There are 32 planes in the Aer Lingus fleet.”
16d. We believe US Global and Robinson knew or were reckless in not knowing that the statement was materially false and/or misleading or contained material omissions that were necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading based upon the following facts. It should also be noted that the press release as published for that date on the US Global website has been edited from the original announcement released over the wires to remove any mention of Aer Lingus.
17a. On March 4, 2003, Squires was quoted by the Reno Gazette as claming “We have 200 firm orders from existing airlines, inside and outside the U.S., including (Israel’s) El Al Airlines,” he said. “That will grow substantially now that the rest of the carriers can see the time savings.”
17b. We believe this statement is materially false and/or misleading based upon the following facts.
17c. On July 11, 2003, US Global and Robinson filed a Form 10K with the SEC claiming that “We believe
that the major original equipment manufacturers (OEMs) in the aircraft industry have such
overwhelming resources and influence in the marketplace that it will be difficult or impossible for
us to gain entry, even though we believe that the Guardian Door is the best product available.”
17d. In subsequent filings of the company’s 10Q’s on September 10, 2003 and November 14, 2003, there is no mention of any orders, firm or tentative for the purchase of the Guardian anti-ballistic cockpit door.
17e. On December 9, 2003, US Global and Robinson published a Corporate Update and did not even list the Guardian Anti-Ballistic Cockpit Security door as a primary product. In fact the update didn’t even mention the Guardian door at all.
17f. Based upon these facts, we believe Squires knew or was reckless in not knowing that the statement was materially false and/or misleading.
18a. On October 29, 2002, US Global and Robinson published a statement announcing “its acquisition of the Nanosil™treatment technology through an exclusive license agreement with Moose River Consulting, Inc. Nanosil™ is a proprietary super hydrophobic surface modification process that produces surfaces that are designed to repel water completely." Robinson and US Global went on to claim that “USGA believes the market potential for the Nanosil(TM) process will be in excess of $50 million per year.”
18b. We believe this statement was materially false and/or misleading or contained material omissions that were necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading based upon the following facts.
18c. The only other mention of Moose River Consulting and/or the Nanosil super hydrophobic process is in the company’s November 19, 2002 Form 10Q. No other mention of this acquisition exists in company filings, its product descriptions. Further, aside from the press release, no other mention of Moose River Consulting or the Nanosil technology exists elsewhere on the internet based upon the work of approximately 24 search engines.
18d. Based upon these facts, we believe the Robinson knew or was reckless in not knowing that the announcement of October 29, 2002 was materially false and/or misleading or contained material omissions that were necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.
19a. On March 3, 2003, the Reno Gazette published an article based upon an interview with Stephen Squires. In that interview Squires is described as US Global’s “Vice Chairman”. A reasonable man would conclude this to mean that Squires was a member of the Board of Directors of US Global.
19b. On May 11, 2003, the Nanobusiness Alliance held a conference and introduced Squires as “Stephen Squires, Vice Chairman, US Global Aerospace”.
19c. We believe this statement is materially false and/or misleading based upon the following facts.
19d. No US Global filings with the SEC list squires as a director of the company.
19e. All other publications and press releases refer to Squires as the company’s Chief Technology Officer.
19f. We believe Squires knew or was reckless in not knowing that his claim to be the company’s Vice Chairman was materially false and/or misleading.
20a. On March 3, 2003, the Reno Gazette reported that Squires claimed that “About 50 of the Carson City-based company’s nearly 500 employees are involved in this program. The Reno Gazette also reported that “We hope for 2003 to have 5 percent market in the U.S. and 10 percent of the world share,” the executive said. “That’s $56 million in revenues — and we think that’s conservative.” Also according to the Reno Gazette, “US Global Aerospace Inc.’s previous work was mostly classified, “so you wouldn’t see a lot about us,” said Vice Chairman Steve Squires.
20b. We believe this statement is materially false and/or misleading based upon the following facts.
20c. On July 11, 2003 US Global and Robinson filed a Form 10K with the SEC for the year ending March 31,
2003 and disclosed that “We currently have 11 full-time employees. Depending on the project, we
also retain the services of between 12 and 15 consultants.”
20d. Evidence submitted in paragraphs 17 through 19 above disputes the existence of 200 firm orders and also suggest the likelihood that management knew or was reckless in not knowing that projecting $56 Million in revenues for the subsequent 9 months with no income at all since the company’s origination was not only not conservative but highly improbable.
20e. On July 11, 2003 US Global filed its Form 10K with the SEC and disclosed that, prior to acquiring US
Global Aeronatics, Ltd. along with the rights to the Guardian Door, “As Caring Products International,
Inc., USGA and its subsidiaries
designed a line of proprietary urinary incontinence products with disposable liners that were sold
under the Rejoice brand name in the U.S., Canada and Europe.” A reasonable person would not
conclude that the design and marketing of incontinence products constitutes classified work.
20f. We believe that Squires knew or was reckless in not knowing that each of those statements was materially false and/or misleading.
C. False and/or misleading statements or material omissions made in filings with the SEC
NOTE: WE HAVE BEEN PROVIDED WITH THE EUROPEAN PATENT INFORMATION AND PROVIDE THE LINK HERE. PATENT INFORMATION
ACCORDINGLY WE HAVE REMOVED PARAGRAPH #21
WE APOLOGIZE FOR ANY INCONVENIENCE THIS HAS CAUSED.
THE REMAINDER OF THE COMPLAINT REMAINS AS WRITTEN.
22a. On July 11, 2003, US Global and Robinson filed a Form 10K with the SEC and disclosed that “In April
2003 El Al Israel Airlines, while it was under the control of the government of Israel, submitted an
order to USGA for the purchase of Guardian Doors for its fleet of aircraft. Since that time, however,
the airline has been privatized. Currently we are unsure whether the change in ownership will
have any effect on the purchase of the doors. In April 2003 we also received a purchase order
from Aer Lingus, the national airline of Ireland, for Guardian Doors. Shortly after we received the
purchase order, Aer Lingus notified us that it intended to award the contract for the cockpit doors
to Airbus.”
22b. We believe this statement is materially false and/or misleading or contained material omissions that were necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading based upon the following facts.
22c. Based upon evidence brought forth in paragraphs 17 through 19 above supports our belief that Aer
Lingus already had ordered its international cockpit doors from another supplier and that it had not made
any determination regarding the rest of its fleet. If further suggest that El Al already had installed
anti-ballistic security doors on its entire fleet of aircraft prior to the announcement by US Global of its
“firm” sale. The subsequent backpeddling and eventual disappearance of these “firm” orders from company
disclosures would lead a reasonable person to conclude that these statements were materially false and/or
misleading or contained material omissions that were necessary in order to make the statements made, in
light of the circumstances under which they were made, not misleading.
22d. We believe Robinson knew or was reckless in not knowing that this disclosure was materially false
and/or misleading or contained material omissions that were necessary in order to make the statements
made, in light of the circumstances under which they were made, not misleading.
D. Sales of Company stock by Officers, Directors and Executives of the company
23a. On July 18, 2003, US Global and John Robinson as controlling shareholder of the company granted
860,343 shares of common stock under the 2002 Stock Plan to employees in lieu of salaries and expenses
with an award valuation of $344,147, equaling 100% of the fair market value per share on the date of
grant of the award. This equals a value of $.40 per share which was the closing price on July 18, 2003.
23b. On July 25, 2003, John Robinson as controlling shareholder of the company granted himself 1,000,000
shares of common stock under the
2002 Stock Plan with an award valuation of $250,000, which was also claimed to be the fair market value
per share on the date of grant of the award. This equals a value of $.25 per share. The closing price on
July 25, 2003, however was $.335 a price. Accordingly, Mr. Robinson appears to have awarded himself his
shares at a discount of 24.4% below the closing price on the stock.
23c. Based upon S8 filings Robinson sold approximately 80,468 shares between July 25, 2003 and October
8, 2003, prior to the stock experiencing a significant move upward in price. Between October 9, 2003 and
December 22, 2003, he sold another 411,238 shares. During this time the stock experienced a significant
increase in volume and share price moving significantly beginning November 14, 2003 from a closing price
of $.23 on October 8, 2003 to a high of $1.39 and closing on December 22 at $1.14. On December 22,
2003, Robinson re-registered the remaining 508,283 of his 1,000,000 shares on another Form S8.
23d. On January 15, 2004, Stephen B. Squires, aka S. Brad Squires filed a form 144 with the SEC to sell
204,000 shares of his US Global stock. On January 15, 2003 the stock price opened at $1.69 and moved up
to $1.71 before selling drove the stock down to a close at $1.57. The following day, an the volume doubled
from the previous due to the heavy selling and the stock fell to a low of $1.42. Based upon the closing
price of the stock on January 14, 2003, Mr. Squires the stock Mr. Squires registered was valued at $344,760.
23e. Our-Street.com estimates that the gross proceeds realized by Robinson and Squires from the sale of
their stock, assuming Robinson has sold the remaining 508,283 shares of his stock, would equal well in
excess of $1,000,000.
FIRST CLAIM
We believe US Global, Robinson and Squires Violated Section 10(b) of the Exchange Act and Exchange Act Rule 10b-5
(Materially False and Misleading Statements and Failure to Disclose Material Facts in Connection with the Purchase or Sale of Securities)
24. Paragraphs 1 through and 22 above are re-alleged and incorporated herein by reference.
25. During 2002 and 2003, we believe US Global made materially false and misleading statements, and/or omitted to state material facts in press releases and on the Internet and in SEC filings relating to, among other things their sales. US Global knew, or was reckless in not knowing, that the statements were materially false or misleading, and that the omissions were material.
26. In 2002 and 2003, we believe Robinson and Squires made materially false and misleading statements, and/or omitted to state material facts in press releases and on the Internet and in SEC filings relating to, among other things their sales. Robinson and Squires knew, or were reckless in not knowing, that the statements were materially false or misleading, and that the omissions were material.
27. We believe US Global, Robinson and Squires, directly or indirectly, singly or in concert with others, in connection with the purchase or sale of securities, and by use of the means or instrumentalities of interstate commerce or by use of the mails, or by use of any facility of any national securities exchange: (a) employed devices, schemes or artifices to defraud; (b) made untrue statements of material facts or omitted to state material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and/or (c) engaged in acts, practices or courses of business which operated or would operate as a fraud or deceit upon any person.
28. By reason of the foregoing, we believe US Global, Robinson and Squires have, directly or indirectly, singly or in concert, violated Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Exchange Act Rule 10b-5 [17 C.F.R. § 240.10b-5].
SECOND CLAIM
We believe US Global, Robinson and Squires Violated Section 17(a) of the Securities Act
(Making Materially False and Misleading Statements and Failing to Disclose Material Facts in the Offer or Sale of Securities)
28. Paragraphs 1 through 22 above are re-alleged and incorporated herein by reference.
29. During 2003, we believe US Global made materially false and misleading statements, and/or omitted to state material facts in press releases and on the Internet and in SEC filings relating to, among other things their sales. US Global knew, or was reckless in not knowing, that the statements were materially false or misleading, and that the omissions were material.
30. In 2003, we believe Robinson and Squires made materially false and misleading statements, and/or omitted to state material facts in press releases and on the Internet and in SEC filings relating to, among other things their sales. We believe Robinson and Squires knew, or were reckless in not knowing, that the statements were materially false or misleading, and that the omissions were material.
31. We believe US Global, Robinson and Squires, directly or indirectly, singly or in concert with others, in connection with the purchase or sale of securities, and by use of the means or instrumentalities of interstate commerce or by use of the mails, or by use of any facility of any national securities exchange: (a) employed devices, schemes or artifices to defraud; (b) made untrue statements of material facts or omitted to state material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and/or (c) engaged in acts, practices or courses of business which operated or would operate as a fraud or deceit upon any person.
32. By reason of the foregoing, we believe US Global, Robinson and Squires violated Section 17(a) of the Securities Act [15 U.S.C. §78q(a)].
THIRD CLAIM
We believe US Global Violated Section 13(a) of the Exchange Act and Exchange Act Rules 13a-1, 13a-13, and 12b-20
(Materially False and Misleading Statements, and Omissions of Material Fact, in Filings with the Commission)
33. Paragraphs 1 through 12 and 21 through 22 above are re-alleged and incorporated herein by reference.
34. On July 11, 2003, US Global filed with the Commission its Form 10K with the SEC. In this filing, we believe US Global made false and/or misleading statements of material fact, or omissions of material fact, regarding their true sales. We believe Robinson knew, should have known, or was reckless in not knowing that the statements were materially false and/or misleading, and/or that the omissions were material.
35. Section 13(a) of the Exchange Act [15 U.S.C. §78m(a)] and Exchange Act Rules 13a-1, 13a-13, and 12b-20, [17 C.F.R. §§ 240.13a-1, 240.13a-13, and 240.12b-20] require that quarterly, annual and other reports and statements filed by issuers with the Commission not contain untrue statements of material facts or omissions of material facts.
36. By reason of the foregoing, we believe US Global violated Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Exchange Act Rules 13a-1, 13a-13, and 12b-20 [17 C.F.R. §§ 240.13a-1, 240.13a-13, and 240.12b-20].
FOURTH CLAIM
We believe Robinson Aided and Abetted US Global’s Violations of Section 13(a) of the Exchange Act and Exchange Act Rules 13a-1, 13a-13, and 12b-20
(Aiding and Abetting Materially False and Misleading Statements, and Omissions of Material Fact, in Filings with the Commission)
37. Paragraphs 1 through 12 and 21 through 22 above are re-alleged and incorporated herein by reference.
38. On July 11, 2003, US Global filed with the Commission its Form 10K with the SEC. In this filing, we believe US Global made false and/or misleading statements of material fact, or omissions of material fact, regarding their true sales. We believe Robinson knew, should have known, or was reckless in not knowing that the statements were materially false and/or misleading, and/or that the omissions were material.
39. By reason of the foregoing, and pursuant to Section 20(e) of the Exchange Act [15 U.S.C. § 78t(e)], we believe Robinson is liable as an aider and abettor of US Global’s violations of Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Exchange Act Rules 13a-1, 13a-13, and 12b-20 [17 C.F.R. §§ 240.13a-1, 240.13a-13, and 240.12b-20].
PRAYER FOR RELIEF
WHEREFORE, the complainant respectfully requests that the SEC halt trading of US Global Nanospace, Inc. stock pursuant Section 12(k) of the Exchange act and to file a civil action against US Global, Robinson and Squires seeking relief from the court as follows:
I.
Issue a Final Judgment of Permanent Injunction and Other Relief restraining and enjoining US Global from, directly or indirectly, violating Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Exchange Act Rule 10b-5 [17 C.F.R. § 240.10b-5]; Section 17(a) of the Securities Act
[15 U.S.C. § 77q(a)]; and Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Exchange Act Rules 12b-20, 13a-1, and 13a-13 [17 C.F.R. §§ 240.12b-20, 240.13a-1, and 240.13a-13].
II.
Issue an Order of Permanent Injunction restraining and enjoining Robinson and Squires from, directly or indirectly, violating Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Exchange Act Rule 10b-5 [17 C.F.R. § 240.10b-5]; Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)]; and from aiding and abetting violations of Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Exchange Act Rules 12b-20, 13a-1, and 13a-13 [17 C.F.R. §§ 240.12b-20, 240.13a-1, and 240.13a-13].
III.
Issue an Order pursuant to Section 20(e) of the Securities Act [15 U.S.C. § 77t(e)] and Section 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)] permanently barring Robinson and Squires from acting as an officer or director of any issuer that has a class of securities registered pursuant to Section 12 of the Exchange Act [15 U.S.C. § 78l] or that is required to file reports pursuant to Section 15(d) of the Exchange Act [15 U.S.C. § 78o(d)].
IV.
Issue an Order pursuant to the Court's equitable powers permanently barring Robinson and Squires from acting as an officer or director of any issuer that is required to file reports pursuant to Section 15(d) of the Exchange Act [15 U.S.C. § 78o(d).
V.
Issue an Order, pursuant to Section 603 of the Sarbanes-Oxley Act of 2002 [Public Law No. 107 - 204, 116 Stat. 745 (July 30, 2002)], Section 21(d)(6) of the Exchange Act [15 U.S.C. § 78u(d)(6)] and Section 20(g) of the Securities Act [15 U.S.C. § 77t(g)], and pursuant to the Court's equitable powers, permanently barring Robinson and Squires from participating in an offering of penny stock.
VI.
Issue an Order requiring Robinson and Squires to prepare an accurate accounting of all stock sales and trading profits from the sale of US Global stock by them in accounts that they controlled or exercised influence over during the period May 1, 2002 through January 30, 2004.
VII.
Issue an Order requiring Robinson and Squires to disgorge (i) all ill-gotten gains from sales of US Global securities in accounts that he controlled or exercised influence over between May 1, 2002 through January 30, 2004, plus prejudgment interest; and (ii) all ill-gotten gains from violations of the federal securities laws, plus prejudgment interest.
VIII.
Issue an Order requiring Robinson and Squires to pay civil money penalties pursuant to Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)] and an Order requiring Robinson and Squires to pay civil money penalties pursuant to Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)].
IX.
Retain jurisdiction of this action in accordance with the principles of equity and the Federal Rules of Civil Procedure in order to implement and carry out the terms of all Orders and Decrees that may be entered, or to entertain any suitable application or motion for additional relief; and
X.
Grant such other and further relief as this Court may deem necessary and appropriate under the circumstances.
D. Sales of Company stock by Officers, Directors and Executives of the company
http://www.our-street.com/usga_sec.htm
23a. On July 18, 2003, US Global and John Robinson as controlling shareholder of the company granted 860,343 shares of common stock under the 2002 Stock Plan to employees in lieu of salaries and expenses with an award valuation of $344,147, equaling 100% of the fair market value per share on the date of grant of the award. This equals a value of $.40 per share which was the closing price on July 18, 2003.
23b. On July 25, 2003, John Robinson as controlling shareholder of the company granted himself 1,000,000 shares of common stock under the 2002 Stock Plan with an award valuation of $250,000, which was also claimed to be the fair market value per share on the date of grant of the award. This equals a value of $.25 per share. The closing price on July 25, 2003, however was $.335 a price. Accordingly, Mr. Robinson appears to have awarded himself his shares at a discount of 24.4% below the closing price on the stock.
23c. Based upon S8 filings Robinson sold approximately 80,468 shares between July 25, 2003 and October 8, 2003, prior to the stock experiencing a significant move upward in price. Between October 9, 2003 and December 22, 2003, he sold another 411,238 shares. During this time the stock experienced a significant increase in volume and share price moving significantly beginning November 14, 2003 from a closing price of $.23 on October 8, 2003 to a high of $1.39 and closing on December 22 at $1.14. On December 22, 2003, Robinson re-registered the remaining 508,283 of his 1,000,000 shares on another Form S8.
23d. On January 15, 2004, Stephen B. Squires, aka S. Brad Squires filed a form 144 with the SEC to sell 204,000 shares of his US Global stock. On January 15, 2003 the stock price opened at $1.69 and moved up to $1.71 before selling drove the stock down to a close at $1.57. The following day, an the volume doubled from the previous due to the heavy selling and the stock fell to a low of $1.42. Based upon the closing price of the stock on January 14, 2003, Mr. Squires the stock Mr. Squires registered was valued at $344,760.
23e. Our-Street.com estimates that the gross proceeds realized by Robinson and Squires from the sale of their stock, assuming Robinson has sold the remaining 508,283 shares of his stock, would equal well in excess of $1,000,000.
FIRST CLAIM
We believe US Global, Robinson and Squires Violated Section 10(b) of the Exchange Act and Exchange Act Rule 10b-5 (Materially False and Misleading Statements and Failure to Disclose Material Facts in Connection with the Purchase or Sale of Securities)
24. Paragraphs 1 through and 22 above are re-alleged and incorporated herein by reference.
25. During 2002 and 2003, we believe US Global made materially false and misleading statements, and/or omitted to state material facts in press releases and on the Internet and in SEC filings relating to, among other things their sales. US Global knew, or was reckless in not knowing, that the statements were materially false or misleading, and that the omissions were material.
26. In 2002 and 2003, we believe Robinson and Squires made materially false and misleading statements, and/or omitted to state material facts in press releases and on the Internet and in SEC filings relating to, among other things their sales. Robinson and Squires knew, or were reckless in not knowing, that the statements were materially false or misleading, and that the omissions were material.
27. We believe US Global, Robinson and Squires, directly or indirectly, singly or in concert with others, in connection with the purchase or sale of securities, and by use of the means or instrumentalities of interstate commerce or by use of the mails, or by use of any facility of any national securities exchange: (a) employed devices, schemes or artifices to defraud; (b) made untrue statements of material facts or omitted to state material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and/or (c) engaged in acts, practices or courses of business which operated or would operate as a fraud or deceit upon any person.
28. By reason of the foregoing, we believe US Global, Robinson and Squires have, directly or indirectly, singly or in concert, violated Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Exchange Act Rule 10b-5 [17 C.F.R. § 240.10b-5].
SECOND CLAIM
We believe US Global, Robinson and Squires Violated Section 17(a) of the Securities Act
(Making Materially False and Misleading Statements and Failing to Disclose Material Facts in the Offer or Sale of Securities)
28. Paragraphs 1 through 22 above are re-alleged and incorporated herein by reference.
29. During 2003, we believe US Global made materially false and misleading statements, and/or omitted to state material facts in press releases and on the Internet and in SEC filings relating to, among other things their sales. US Global knew, or was reckless in not knowing, that the statements were materially false or misleading, and that the omissions were material.
30. In 2003, we believe Robinson and Squires made materially false and misleading statements, and/or omitted to state material facts in press releases and on the Internet and in SEC filings relating to, among other things their sales. We believe Robinson and Squires knew, or were reckless in not knowing, that the statements were materially false or misleading, and that the omissions were material.
31. We believe US Global, Robinson and Squires, directly or indirectly, singly or in concert with others, in connection with the purchase or sale of securities, and by use of the means or instrumentalities of interstate commerce or by use of the mails, or by use of any facility of any national securities exchange: (a) employed devices, schemes or artifices to defraud; (b) made untrue statements of material facts or omitted to state material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and/or (c) engaged in acts, practices or courses of business which operated or would operate as a fraud or deceit upon any person.
32. By reason of the foregoing, we believe US Global, Robinson and Squires violated Section 17(a) of the Securities Act [15 U.S.C. §78q(a)].
THIRD CLAIM
We believe US Global Violated Section 13(a) of the Exchange Act and Exchange Act Rules 13a-1, 13a-13, and 12b-20 (Materially False and Misleading Statements, and Omissions of Material Fact, in Filings with the Commission)
33. Paragraphs 1 through 12 and 21 through 22 above are re-alleged and incorporated herein by reference.
34. On July 11, 2003, US Global filed with the Commission its Form 10K with the SEC. In this filing, we believe US Global made false and/or misleading statements of material fact, or omissions of material fact, regarding their true sales. We believe Robinson knew, should have known, or was reckless in not knowing that the statements were materially false and/or misleading, and/or that the omissions were material.
35. Section 13(a) of the Exchange Act [15 U.S.C. §78m(a)] and Exchange Act Rules 13a-1, 13a-13, and 12b-20, [17 C.F.R. §§ 240.13a-1, 240.13a-13, and 240.12b-20] require that quarterly, annual and other reports and statements filed by issuers with the Commission not contain untrue statements of material facts or omissions of material facts.
36. By reason of the foregoing, we believe US Global violated Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Exchange Act Rules 13a-1, 13a-13, and 12b-20 [17 C.F.R. §§ 240.13a-1, 240.13a-13, and 240.12b-20].
FOURTH CLAIM
We believe Robinson Aided and Abetted US Global’s Violations of Section 13(a) of the Exchange Act and Exchange Act Rules 13a-1, 13a-13, and 12b-20
(Aiding and Abetting Materially False and Misleading Statements, and Omissions of Material Fact, in Filings with the Commission)
37. Paragraphs 1 through 12 and 21 through 22 above are re-alleged and incorporated herein by reference.
38. On July 11, 2003, US Global filed with the Commission its Form 10K with the SEC. In this filing, we believe US Global made false and/or misleading statements of material fact, or omissions of material fact, regarding their true sales. We believe Robinson knew, should have known, or was reckless in not knowing that the statements were materially false and/or misleading, and/or that the omissions were material.
39. By reason of the foregoing, and pursuant to Section 20(e) of the Exchange Act [15 U.S.C. § 78t(e)], we believe Robinson is liable as an aider and abettor of US Global’s violations of Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Exchange Act Rules 13a-1, 13a-13, and 12b-20 [17 C.F.R. §§ 240.13a-1, 240.13a-13, and 240.12b-20].
A 10QSB to rewrite, a PR to be withdrawn - I guess the pink sheets are looking more and more attractive to USGA...
US Global Aerospace, Inc.,formerly Caring Products International, Inc., Acquires Nanosil(TM)Super-Hydrophobic Treatment Technology
US Global Aerospace, Inc.,formerly Caring Products International, Inc., Acquires Nanosil(TM)Super-Hydrophobic Treatment Technology
US Global Aerospace, Inc.,formerly Caring Products International, Inc., Acquires Nanosil(TM)Super-Hydrophobic Treatment Technology
Tuesday October 29, 8:13 am ET
CARSON CITY, Ariz.--(BUSINESS WIRE)--Oct. 29, 2002--US Global Aerospace, Inc. (formerly Caring Products International, Inc. (OTCBB: USGA - News; "USGA") announced its acquisition of the Nanosil(TM)treatment technology through an exclusive license agreement with Moose River Consulting, Inc. Nanosil(TM) is a proprietary super hydrophobic surface modification process that produces surfaces that are designed to repel water completely.
Nanosil(TM) actually modifies the chemical structure of the polymer surface on a nano-scale (molecular level). Atoms of silicon are incorporated into the molecular structure at key points to change the electrical nature of the polymer material. Using this method, the water repellancy can be "tuned" for optimum performance.
Super hydrophobic surfaces are highly sought-after and have numerous commercial and military applications. A super hydrophobic surface has natural anti-icing and/or anti-fogging properties that make it highly desirable for airborne and ground borne vehicle applications.
Future applications for Nanosil(TM) super hydrophobic technologies include sports goggles, glasses, automotive windshields, aircraft flight surfaces, satellite antennas, radomes and advanced materials such as nano-fibers where super-hydrophobicity can enhance fiber properties particularly in wet conditions where performance is generally degraded.
Current industry estimates value the barrier films and coatings market at $5 billion or more. USGA believes the market potential for the Nanosil(TM) process will be in excess of $50 million per year.
About US Global Aerospace, Inc.
US Global Aerospace, Inc. is an aerospace research, development and engineering company with expertise in the emerging field of nanotechnology. USGA owns the rights to the patent pending ballistic impact resistant nano-denier fibrous woven sheet, used to produce a proprietary cockpit security door, known as the Guardian(TM) Anti-Ballistic Panel Cockpit Security Door ("Guardian(TM) Door").
These statements are based on assumptions that the management of US Global Aerospace, Inc. believes are reasonable based on currently available information, and include statements regarding the intent, belief or current expectations of US Global Aerospace, Inc. and its management. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance, and are subject to a wide range of business risks, external factors and uncertainties, including the inability to secure the necessary STC certification from the FAA, the lack of acceptance of the company's products by its customers and prospects, the inability to secure necessary product sales and the inability to obtain necessary substantial capital to manufacture and market its product and otherwise implement its business plan. In each case, actual results may differ materially from such forward-looking statements. US Global Aerospace, Inc. does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results (expressed or modified) will not be realized.
--------------------------------------------------------------------------------
Contact:
Global USDR Aerospace
Investor Relations, 817/563-3160
Another 10QSB to be rewritten...
On October 29, 2002, USDRGA entered into an exclusive license agreement
with Moose River Consulting, Inc. to acquire its Nanosil (TM) treatment
technology. Nanosil is a proprietary super hydrophobic surface modification
process that produces surfaces that are designed to repel water completely.
Super hydrophobic surfaces have numerous commercial and military applications
including natural anti-icing and/or anti-fogging properties that make it
desirable for airborne and ground borne vehicle applications. In addition to the
above applications, US Global intends to develop a super radome to join the
superior durability and strength of its G-Lam (TM) derived nano-fiber technology
with the super-hydrophobic surface modification properties derived from the
Nanosil (TM) technology.
http://www.secinfo.com/d12TC3.31df.htm?Find=Nanosil#11thPage
Nanosil(tm) does not belong to USGA.
http://tinyurl.com/35bgp
Surface Modification
In the past two years, we have patented several unique processes in the area of surface modification of
polymer-based materials. Please enquire about how our technologies can benefit your company.
Photosil
™ –substantially alters the surface structure and chemistry of a polymer or composite. The process
modifies a range of surface related properties including improving thermal oxidative stability and resistance
to oxidation and atomic oxygen erosion, wettability, adhesion, and permeability of gases and liquids.
HydraRelease
™ - substantially enhances the release performance of a wide variety of polymer and
composite materials.
Implantox™ - ion implantation technology, which greatly increases the erosion and oxidation resistance of
polymeric materials. The technology also allows for substantial improvement of mechanical, electrical,
frictional and optical properties.
SulSil™ - super-hydrophilic coating technology with anti-fogging and dew resistance applications.
Water
has the tendency to sheet over the SulSil™ surface rather than form droplets.
NanoSil™ - super-hydrophobic surface treatment, which significantly increases the water repellence of
polymer surfaces.
Integrity Testing Laboratory Mission
Integrity Testing Laboratory is a materials solutions company that provides superior value in testing, consulting, problem solving, design & engineering, and R&D services. We are dedicated to serving the manufacturing sector, as well as academic and government institutions through:
· Awareness of modern scientific and engineering problems
· Creation of leading edge, cost-effective technologies
· Optimal selection of new and emerging materials
One of ITL's principal businesses is the development of innovative new surface modification technologies for polymers and composites, in order to add value to existing materials. This section presents an overview of ITL’s existing and developing surface modification technologies:
Photosil™ - the surface treatment originally developed to protect polymer materials from atomic oxygen erosion and polymer degradation often found in low Earth orbiting spacecraft
HydraRelease™ - our core technology for release systems
SulSil™ - highly wettable sheeting surface technology
NanoSil™ - highly water-repellent surface technology
Implantox™ - protective ion implantation technology
Surface Texturing – highly diffuse reflective surface technology
http://tinyurl.com/34lvy
One of ITL's principal businesses is the development of innovative new surface modification technologies for polymers and composites, in order to add value to existing materials. This section presents an overview of ITL’s existing and developing surface modification technologies:
Photosil™ - the surface treatment originally developed to protect polymer materials from atomic oxygen erosion and polymer degradation often found in low Earth orbiting spacecraft
HydraRelease™ - our core technology for release systems
SulSil™ - highly wettable sheeting surface technology
NanoSil™ - highly water-repellent surface technology
Implantox™ - protective ion implantation technology
Surface Texturing – highly diffuse reflective surface technology
To:scionist who wrote (18)
From: scionist Wednesday, Feb 18, 2004 10:25 PM
View Replies (1) / Respond to of 20
http://www.siliconinvestor.com/stocktalk/msg.gsp?msgid=19823206
NEWS FLASH!! NANOSIL(TM) LOCATED
19 February 2004 - Thanks to a watchful reader, we have just found the mysterious Nanosil (tm). It was located at Integrity Testing Laboratory, Inc in Markham Ontario, Canada.
The website also provides a summary of all their techhnologies including Nanosil (tm) their superhydrophobic surface treatment.
We have written the company and asked for additional information regarding any possible connection between and the ever elusive Moose River Consulting. Thank goodness we found it. We were considering putting a picture of the missing Nanosil (tm) on milk cartons throughout the Northern Hemisphere.
http://www.our-street.com/usga.htm
LOL...blind justice takes on a whole new meaning.
Name and Address of Debtor
MAY, SCOTT PATRICK
PO BOX 1484
GLENDALE, CA 91209 Name and Address of Joint Debtor
MAY, WALDINA LISSETH
PO BOX 1484
GLENDALE, CA 91209
Debtor SSAN: XXX-XX-7749 Tax ID: Joint Debtor SSAN:XXX-XX-0856 Tax ID:
Attorney For Debtor
PRO SE
Name and Address of Debtor
MAY, SCOTT ALLEN
1051 GINGER CIRCLE
CORONA, CA 91719 Name and Address of Joint Debtor
MAY, TERRI LYNN
1051 GINGER CIRCLE
CORONA, CA 91719
Debtor SSAN: XXX-XX-9562 Tax ID: Joint Debtor SSAN:XXX-XX-6962 Tax ID:
Attorney For Debtor
ROBERT L GOODRICH
3403 TENTH ST STE 530
RIVERSIDE, CA 92501
909-341-9300
It looks like I sometimes feel..
Good for you....another millstone gone.
FDA and SEC Work to Enhance Public's Protection from False and Misleading Statements
FDA News
FOR IMMEDIATE RELEASE
P04-15
February 5, 2004
Media Inquiries: 301-827-6242
Consumer Inquiries: 888-INFO-FDA
FDA and SEC Work to Enhance Public's Protection from False and Misleading Statements
The Food and Drug Administration (FDA) is announcing new measures designed to improve the manner by which FDA assists the Securities and Exchange Commission (SEC), whose primary mission is to protect the investing public and maintain the integrity of the securities market. In addition to implementing administrative improvements to make FDA technical and scientific support of the SEC and its staff more efficient, FDA is for the first time establishing a centralized procedure for FDA personnel to use in referring to the SEC statements by FDA-regulated firms that may be false or misleading.
"The SEC and its staff have primary responsibility for enforcing the rules requiring truth in the securities market, which is essential for its proper functioning," said Commissioner of Food and Drugs Mark B. McClellan, M.D., Ph.D. "Unfortunately, companies sometimes violate the public trust by issuing false or misleading statements about FDA-related issues, such as the progress of FDA's premarket review. When we identify suspected misstatements, we have a new process to bring them to the attention of the SEC staff as quickly and efficiently as possible."
Under the new referral procedure, any FDA employee who believes a publicly held, FDA-regulated firm has made a false or misleading statement to the investment public concerning a matter within FDA's authority can initiate a process for referring the matter to the SEC Division of Enforcement. FDA's mission is to promote and protect the public health, and FDA employees will not be expected routinely to police statements by publicly held, FDA-regulated companies. However, FDA can be in a position to identify statements that may be of interest to the SEC and its staff, and FDA employees will now have a centralized procedure to make SEC referrals if, in the normal course of their activities, they come to believe that a company may have made a false or misleading statement to the investing public.
In addition to establishing this new referral procedure, the FDA is implementing the following administrative measures to improve the assistance it provides to the SEC and its staff:
FDA Contacts. FDA has identified a liaison officer as well as specific contacts within the agency's principal operational components for the SEC and its staff to use in requesting information from FDA.
Training. FDA is working with the SEC and its staff to identify opportunities for the two agencies to engage in training in areas of mutual interest.
Electronic Communication. FDA will use electronic media when possible, e.g., to provide information or technical support to the SEC or its staff, receive requests from the SEC for non-public information, and review statements in annual reports and other SEC filings made by FDA-regulated firms.
Non-Public Records/Information. FDA will provide specified FDA employees a "blanket" authorization to enable them to share non-public information with the SEC or its staff, rather than executing such authorizations on a case-by-case basis. FDA and SEC staff have agreed to continue identifying additional measures that might be implemented to improve the process by which FDA shares non-public information with the SEC and its staff in accordance with FDA's laws and procedures.
The FDA has been providing support to the SEC and its staff for many years. FDA assists SEC staff by assessing the accuracy of statements in SEC filings relating to FDA issues. FDA officials routinely provide technical and scientific information and expert advice to the SEC to assist in their investigations of possible violations of federal securities laws. FDA's new initiative aims to strengthen this cooperation, and make it more effective and efficient.
####
http://www.fda.gov/bbs/topics/NEWS/2004/NEW01019.html
FDA News
FOR IMMEDIATE RELEASE
P04-15
February 5, 2004
Media Inquiries: 301-827-6242
Consumer Inquiries: 888-INFO-FDA
FDA and SEC Work to Enhance Public's Protection from False and Misleading Statements
The Food and Drug Administration (FDA) is announcing new measures designed to improve the manner by which FDA assists the Securities and Exchange Commission (SEC), whose primary mission is to protect the investing public and maintain the integrity of the securities market. In addition to implementing administrative improvements to make FDA technical and scientific support of the SEC and its staff more efficient, FDA is for the first time establishing a centralized procedure for FDA personnel to use in referring to the SEC statements by FDA-regulated firms that may be false or misleading.
"The SEC and its staff have primary responsibility for enforcing the rules requiring truth in the securities market, which is essential for its proper functioning," said Commissioner of Food and Drugs Mark B. McClellan, M.D., Ph.D. "Unfortunately, companies sometimes violate the public trust by issuing false or misleading statements about FDA-related issues, such as the progress of FDA's premarket review. When we identify suspected misstatements, we have a new process to bring them to the attention of the SEC staff as quickly and efficiently as possible."
Under the new referral procedure, any FDA employee who believes a publicly held, FDA-regulated firm has made a false or misleading statement to the investment public concerning a matter within FDA's authority can initiate a process for referring the matter to the SEC Division of Enforcement. FDA's mission is to promote and protect the public health, and FDA employees will not be expected routinely to police statements by publicly held, FDA-regulated companies. However, FDA can be in a position to identify statements that may be of interest to the SEC and its staff, and FDA employees will now have a centralized procedure to make SEC referrals if, in the normal course of their activities, they come to believe that a company may have made a false or misleading statement to the investing public.
In addition to establishing this new referral procedure, the FDA is implementing the following administrative measures to improve the assistance it provides to the SEC and its staff:
FDA Contacts. FDA has identified a liaison officer as well as specific contacts within the agency's principal operational components for the SEC and its staff to use in requesting information from FDA.
Training. FDA is working with the SEC and its staff to identify opportunities for the two agencies to engage in training in areas of mutual interest.
Electronic Communication. FDA will use electronic media when possible, e.g., to provide information or technical support to the SEC or its staff, receive requests from the SEC for non-public information, and review statements in annual reports and other SEC filings made by FDA-regulated firms.
Non-Public Records/Information. FDA will provide specified FDA employees a "blanket" authorization to enable them to share non-public information with the SEC or its staff, rather than executing such authorizations on a case-by-case basis. FDA and SEC staff have agreed to continue identifying additional measures that might be implemented to improve the process by which FDA shares non-public information with the SEC and its staff in accordance with FDA's laws and procedures.
The FDA has been providing support to the SEC and its staff for many years. FDA assists SEC staff by assessing the accuracy of statements in SEC filings relating to FDA issues. FDA officials routinely provide technical and scientific information and expert advice to the SEC to assist in their investigations of possible violations of federal securities laws. FDA's new initiative aims to strengthen this cooperation, and make it more effective and efficient.
####
http://www.fda.gov/bbs/topics/NEWS/2004/NEW01019.html
FDA Guidelines Fight Misleading Information
To Protect Investors, SEC to Be Alerted of False Statements
By Jeanie Lerche Davis
WebMD Medical News Reviewed By Brunilda Nazario, MD
on Thursday, February 05, 2004
Feb. 5, 2004 -- The FDA says it will blow the whistle on companies that release misleading information to investors.
New FDA guidelines regarding the agency's reporting of infractions to the Securities and Exchange Commission (SEC) were announced today at a news briefing.
"The SEC and its staff have primary responsibility for enforcing the rules requiring truth in the securities market," said FDA Commissioner Mark B. McClellan, MD, PhD.
FDA-regulated companies "sometimes violate the public trust by issuing false or misleading statements about FDA-related issues, such as the progress of FDA's premarket review" he said.
According to the new FDA guidelines, "when we identify suspected misstatements, we [will] bring them to the attention of SEC staff as quickly and efficiently as possible," McClellan said.
Often, the misstatements involve the FDA's progress in reviewing a medical device, he added.
The agency regularly aids the SEC in investigations of possible securities laws violations, he said. The new FDA guidelines are aimed at expediting and centralizing the procedure.
--------------------------------------------------------------------------------
http://my.webmd.com/content/article/81/97020.htm?lastselectedguid={5FE84E90-BC77-4056-A91C-9531713CA....
Evidence Indicates Raging Bull Being used for Covert Surveillance Operations on Private Thoughts and Opinions of Americans by US Government Agents
The International Bank Activities Reform Commission has revealed that Chat rooms, Bulletin Boards and Message Boards run by Lycos, Microsoft, and Yahoo such as Raging Bull and others are being used by government agencies such as the Securities and Exchange Commission, Comptroller of the Currency, the Federal Reserve Bank, the FBI, the CIA, Secret Service and the Department of Homeland Security to spy on Americans without their knowledge.
CONTACT INFORMATION
Sandra Leigh Gabor, Executive Director
FREE AND CLEAR FOUNDATIONS
Visit Our Site
775-338-5550
London, England (PRWEB) December 23 2003--A developer mistake in the United States had left a sensitive database with detailed personal information, including Social Security numbers, open to public Internet access for a few hours.
The database--frequently used by law enforcement, credit agencies and private investigators--was accessible through a simple search form on the Web and contained millions of names, social security numbers, phone records and public records such as residential histories.
Security analysts at Symantec discovered the glitch when someone posted the address of the database to an Internet relay chat. Symantec notified the FBI, and soon after, LocatePlus was notified of the incident.
The International Bank Activities Reform Commission has revealed that Chat rooms, Bulletin Boards and Message Boards run by Lycos, Microsoft, and Yahoo such as Raging Bull and others are being used by government agencies such as the Securities and Exchange Commission, Comptroller of the Currency, the Federal Reserve Bank, the FBI, the CIA, Secret Service and the Department of Homeland Security to spy on Americans without their knowledge.
Government agents have used the boards for counter intelligence operations in an attempt to discredit information being posted by whistle blowers who have been ferreting out government crimes and wrongdoing with the full knowledge of President Bush and the intelligence community.
Yet acccording to a recent GAO report, Federal agencies are still far behind where they need to be on information security, scoring a government wide grade of D for 2003 based on grades released by Rep. Adam Putnam (R-Fla.).
Putnam's scorecard follows three years of grading performed by former Rep. Stephen Horn (R-Calif.) and the staff of his subcommittee of the House Government Reform Committee.
Grades are based self-assessments each agency submits to the Office of Management and Budget under the Federal Information Security Management Act (FISMA). Putnam is the Chairman of the House Government Reform Committee's Subcommittee on Technology, Information Policy, Intergovernmental Relations and the Census.
Public web surfers, who visit government controlled web sites can, in many cases, have the entire contents of a person’s computer siphoned out and transferred to a massive database in Virginia for further analysis and additional counter intelligence measures.
Information sharing under these covert intelligence operations violates certain Congressional Acts related to domestic spying on Americans under the cover of the Patriot Act and other recently passed legislation designed to reign in the power of government to monitor the daily lives of Americans.
OMB's report on agency assessments is due March 1, 2004. The subcommittee will hold a hearing at that point to, among other things, examine differences between the OMB evaluation and the grades. The two viewpoints differed greatly in the past, and it will be important to explain discrepancies, Putnam said.
Over the coming months, the subcommittee will meet with chief information officers from every agency to get detailed remediation plans. The goal is to provide oversight and get failing agencies to learn from those that scored well or made significant improvements, Putnam said.
The biggest area of concern is that only five of the 24 agencies reviewed have completed inventories of critical information technology assets, a listing required for the last four years by FISMA and its predecessor, the Government Information Security Reform Act of 2000.
"That is a clear part of the law, and it is disturbing that 19 of the agencies are still out of line," Putnam said. "I don't underestimate the challenge, but the fact of the matter is they need to do it.... Some folks have proved it can be done, and not just small agencies."
Rep. Tom Davis (R-Va.), chairman of the House Government Reform Committee, and Sen. Susan Collins (R-Maine), chairwoman of the Senate Governmental Affairs Committee, expressed their concerns. Collins said the low grades were unacceptable for agencies that oversee many portions of the nation's critical infrastructure.
Government web sites are used to record the IP addresses of persons visiting them. Those IP addresses are registered and monitored by the government through services provided by World Comm and other major carriers of Internet traffic such as AOL to the US government agencies.
The Internet, originally developed by the US Government, is in reality the largest intelligence gathering information system in the world and has cost US taxpayers hundreds of billions of dollars.
The government has been working hard to spend billions more on homeland security and defense against hackers who are aware that the U.S. government has become the “Big Brother” to the world in the true Orwellian sense, as written in the book by George Orwell titled 1984.
The legal military industrial financial media complex paints such hackers as evildoers, but in fact some may turn out be the heroes of the future who bring to light the abuses of government information gathering on the general populace.
Volunteers for the International Bank Activities Reform Commission are planning to put greater pressure on public disclosures of interagency transfers of private information between government agencies such as the SEC, IRS, and CIA.
The CIA is barred from domestic surveillance under its original charter, but has been using information-gathering techniques developed by other agencies to spy on American citizens indirectly to avoid any Congressional oversight or investigation.
It is estimated that various US government agencies have gathered over 700 trillion pages of information on American citizens during the past decade alone that is stored on magnetic tapes and online storage information retrieval systems.
###
http://www.prweb.com/releases/2003/12/prwebxml95566.php
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF OHIO
EASTERN DIVISION
OHIO HOSPITAL ASSOCIATION,
Plaintiff,
v.
H*QUOTIENT, INC., et al.,
Defendants.
Case No. 02: 01-CV-1245
JUDGE GREGORY L. FROST
Magistrate Judge Abel
OPINION AND ORDER
This matter is before the Court on Defendants’ Motion For Relief from Judgments and,
Alternatively, to Alter or Amend the Judgments (Doc. # 46);
Plaintiff’s Memorandum in Opposition to Defendants’ Motion For Relief from Judgments and,
Alternatively, to Alter or Amend the Judgments (Doc. # 51);
and, Defendants’ Reply to Memorandum Contra Motion for Relief From Judgment (Doc. # 52).
For the following reasons Defendants’ Motion (doc. # 46) is DENIED.
As a preliminary matter, Plaintiff’s Motion to Strike the Affidavit Filed with Defendants’
Memorandum In Support of Motion for Relief From Judgments, or, In the Alternative, for Leave to File Sur-Reply Memorandum Instanter (Doc. # 57) is GRANTED as to the motion to strike
Mr. Cohn’s second affidavit and Defendants’ Motion to Strike Plaintiff’s Sur-Reply (Doc. # 57) is therefore DENIED AS MOOT.
I. NATURE OF PROCEEDINGS
Defendants H*Quotient, Inc. and Douglas A. Cohn (“Defendants”) move the Court to set
aside and vacate the judgments rendered against the Defendants July 1, 2003 and August 27, 2003. In the alternative, Defendants move the Court to alter or amend these judgments.
Defendants argue that the judgments resulted from the egregious conduct of attorney Paul
Goodman (“Mr. Goodman”). According to Defendants, Mr. Goodman’s behavior amounted to an “extraordinary circumstance” justifying relief under Fed. R. Civ. P. 60(b)(6).
Plaintiff opposes Defendants’ motion, arguing that Defendants’ actions which led to the
default judgment were done willfully and in an attempt to thwart judicial proceedings.
II. STANDARD OF REVIEW
For good cause shown the court may set aside an entry of default and, if a judgment by
default has been entered, may likewise set it aside in accordance with Rule 60(b)." Fed. R. Civ. P. 55(c).
Fed.R.Civ.P. 60(b), provides, in relevant part: (b) Mistakes; Inadvertence; Excusable Neglect; Newly Discovered Evidence; Fraud, Etc. On motion and upon such terms as are just, the court may relieve a party or a party's legal representative from a final judgment, order, or proceeding for the following reasons:
(1) mistake, inadvertence, surprise, or excusable neglect;
(2) newly discovered evidence which by due diligence could not have
been discovered in time to move for a new trial under Rule 59(b);
(3) fraud ...misrepresentation, or other misconduct of an adverse party;
(4) the judgment is void;
(5) the judgment has been satisfied, released, or discharged, or a prior judgment upon which it is based has been reversed or otherwise vacated, or it is no longer equitable that the judgment should have prospective application; or
(6) any other reason justifying relief from the operation of the judgment.
Fed. R. Civ. P. 60(b); Sullivan v. Coca-Cola Bottling Co., 2003 WL 1338214, *2 (S.D. Ohio March 3, 2003).
Defendants assert that there are exceptional circumstances in this case justifying relief
under Rule 60(b)(6). With such a claim, the Court must consider: (1) whether the plaintiff will be prejudiced; (2) whether the defendant has a meritorious defense; and, (3) whether culpable conduct of the defendant led to the default. See United Coin Meter Co., Inc. v. Seaboard
1 Defendants argue that the Court Order allowing Mr. Murphy to withdraw as Defendants’
counsel on July 3, 2002, did not comply with Local Rule 83.5, and effectively left Defendants without counsel. Mr. Murphy’s motion to withdraw as counsel (doc. # 16) was served upon Mr. Goodman and Mr. Cohn on June 25, 2002. The Court allowed Mr. Murphy to withdraw on the basis that Mr. Goodman was corporate counsel for the Defendants and would continue to represent it in this litigation. Mr. Murphy’s motion and the Court’s Order granting the motion (doc. # 17) comply with Local Rule 83.5(e)(2).
Coastline Railroad, 705 F.2d 839, 846 (6th Cir.1983); Shepard Claims Service, Inc. v. Witham Darrah & Assoc., 796 F.2d 190, 193 (6th Cir.1986).
The Sixth Circuit has found that an attorney’s gross negligence may provide his client
relief under Rule 60(b)(6). See Valvoline Instant Oil Change Franchising, Inc. v. Autocare Associates, Inc., 173 F.3d 857 (Table), 1999 WL *98590 (6th Cir. 1999). However, this is an exception to the general rule that a client should be bound by the omissions of his or her duly selected agent. See Pioneer Investment Services Co. v. Brunswick Associates LimitedPartnership, 507 U.S. 380 (1993); Link v. Wabash R. Co., 370 U.S. 626, 633-34 (1962) (noting that a client voluntarily chooses his or her counsel and “cannot avoid the consequences of the acts or omissions of this freely selected agent [because] [a]ny other notion would be wholly inconsistent with our system of representative litigation...”). The Sixth Circuit has explained that when deciding whether an attorney’s gross negligence can provide defendants a basis for relief from judgment under Rule 60(b)(6), the court must focus on the neglect of defendants themselves as well as on the neglect of their counsel. See Valvoline, 1999 WL 98590, * 4 (citing Pioneer Investment Serv. Co., 507 U.S. at 397.)
Thus, in the instant case, the Court must determine whether Mr. Goodman’s conduct is an
exceptional circumstance as could afford Defendants relief under Rule 60(b)(6) and, if so, then whether the defendants have met the criteria set forth in United Coin Meter.1
III. DISCUSSION
Defendants aver that Mr. Goodman’s actions were grossly negligent, that Mr. Goodman
intentionally misled Defendants, and that Defendants themselves were not negligent. Mr.
Goodman’s negligence is undisputed and well-documented throughout the case file. Whether Defendants were aware of Mr. Goodman’s behavior remains unclear. Mr. Cohn has submitted an affidavit, swearing that he was unaware of Mr. Goodman’s conduct as described by the Court in its entries filed from June 2002 through July 2003. (Cohn September 5, 2003 Aff.) Furthermore, Mr. Cohn claims not to have known that Mr. Goodman was not admitted to practice before this Court and that he discovered this, along with the fact that Defendants had been without local counsel since July 3, 2002, on August 28, 2003. (Cohn September 5, 2003 Aff.) Mr. Cohn also submits that Mr. Goodman never informed him that a default judgment was entered against Defendants and that he was unaware of the damages hearing held on August 18, 2003. Id.
Mr. Goodman’s affidavit affirms that he “always told Douglas Cohn that matters with
respect to the case were being properly handled.” (Goodman September 4, 2003 Aff.) Mr.
Goodman further states that he was responsible for retaining local counsel in Ohio for this case, that he was paid a retainer by Mr. Cohn for purposes of, among other things, retaining local counsel, and that Mr. Goodman did not inform the Defendants that no local counsel had been substituted after Mr. Murphy withdrew on July 3, 2002. Id. Finally, Mr. Goodman submits that he did not disclose to Mr. Cohn the “significance of the default judgment entered on July 1, 2003 or defendants’ right to appear and testify at the damages’ hearing.” (Goodman September 5, 2003 Aff).
A. Local Counsel
Mr. Goodman’s affidavit supports Mr. Cohn’s contention that Mr. Cohn had no idea that
Mr. Goodman was not able to practice in Ohio and that Mr. Cohn believed he was represented by local counsel at all times. However, these statements are undermined by Mr. Goodman’s October 20, 2003 deposition testimony. There, Mr. Goodman testified that he discussed the need to hire Ohio counsel with Mr. Cohn. (Goodman Dep. at 33, Lines 16-20.) In fact, when asked if Mr. Goodman informed Mr. Cohn that he was not admitted to practice law in Ohio, Mr. Goodman responded: “I don’t recall that specific conversation. I believe it was known but I don’t know if I had a specific conversation.” (Goodman Dep. at 33, Lines 23-25.) Further, Mr. Goodman testified that Mr. Cohn provided Mr. Goodman with shares of H*Quotient stock, and that “there was an understanding” that as Mr. Goodman sold some of the stock, the cash could be used to then pay Ohio counsel. (Goodman Dep. at 36, Lines 9-12.) These facts lead the Court to
conclude that Mr. Cohn was aware of the need for counsel in Ohio; indeed he admits to paying Mr. Goodman a large retainer, in part, to obtain local counsel in Ohio for this case. (Cohn September 5, 2003 Aff. ¶ 3).
Additionally, a copy of Mr. Murphy’s June 26, 2002 Motion to Withdraw From
Representation of the Defendant (Doc. # 16) was sent via certified mail, return receipt requested to “Douglas A. Cohn, H*Quotient, Inc., 8150 Leesburg Pike, Suite 503, Vienna, VA 22182."
Thus, Mr. Cohn had, at the very least, constructive knowledge that Mr. Murphy moved the Court to withdraw as Mr. Cohn’s attorney. Despite these facts, Mr. Cohn asks this Court to find that from the time that Mr. Murphy withdrew as counsel until August 28, 2003 (a period of well over one year) he believed that Mr. Goodman was admitted to practice before this Court and that Mr. Goodman had secured local counsel “to preform administrative functions.” (Cohn September 5, 2003 Aff. ¶ 9.) The facts simply do not support such a conclusion.
At the very least, the facts show that Mr. Cohn had cause to inquire as to local counsel
and what would become of the situation once Mr. Murphy withdrew. To do nothing for well over one year is negligent. While Mr. Goodman was grossly negligent in this instance, the facts show that Mr. Cohn was not reasonably diligent in his own case.
B. Cohn’s notice of events leading to default, the Order of Default Judgment and the
Damages Hearing
Mr. Cohn contends that he spoke with Mr. Goodman throughout the case and Mr.
Goodman always assured Mr. Cohn that all case matters were under control. (Cohn September
5, 2003 Aff. ¶ 4.) Mr. Goodman’s affidavit repeats this: “I always told Douglas Cohn that
matters with respect to the case were being properly handled.” (Goodman Aff. ¶ 1). These statements are called into doubt by Mr. Goodman’s deposition testimony.
During the deposition Mr. Goodman was asked whether, at the time Plaintiff filed the
September 12, 2002 motion to compel the production of documents, Mr. Goodman told Mr. Cohn that; “[plaintiff] were asking for documents and we [plaintiff] were complaining to the court about not getting documents from H*Quotient.” Mr. Goodman responded “Yes.”
(Goodman Dep. at 41, Lines 8-14.) Additionally, when Mr. Goodman was asked if he informed Mr. Cohn that the Court issued an Order granting plaintiff’s motion to compel documents on October 31, 2002, Mr. Goodman stated: “He [Mr. Cohn] was aware of it.” (Goodman Dep. At 43, Lines 16-17).
Mr. Cohn states that he was never informed by attorney Paul Goodman that a default judgment was entered against defendants on July 1, 2003. (Cohn September 5, 2003 Aff. ¶ 2.)
Mr. Cohn avers that Mr. Goodman “downplayed the court’s decision filed July 1, 2003, a copy of which he never provided me.” Id. ¶ 4. Mr. Goodman’s affidavit states; “I [Mr. Goodman] did not disclose to Mr. Cohn the significance of the default judgment entered on July 1, 2003...” (Goodman Aff. ¶ 5).
Again, Mr. Goodman’s deposition testimony contradicts these statements. Mr. Goodman
was asked “[a]nd did you tell him [Mr. Cohn] that a default judgment had been granted?”
(Goodman Dep. at 89, 24-25.) Mr. Goodman answered “He was aware.” Id. at 90, Line 1.
Later, Mr. Goodman testified that he told Mr. Cohen “[j]ust generally that there was an order of default or there was a default or the court found the default.” (Goodman Dep. at 94, Lines 6-8).
Similarly, Mr. Cohn submits that he was “unaware that there was a hearing for damages
held on August 18, 2003.” (Cohn Sept. 5, 2003 Aff.) However, Mr. Goodman testified that:
“He [Mr. Cohn] was aware that a damages hearing was set” (Goodman Dep. at 100, Lines 11-12) and that Mr. Cohn was made aware of the damages hearing at a time prior to the date of the damages hearing. Id. at Lines 19-20.
Again, Mr. Goodman’s conduct throughout his representation of Defendants was grossly
negligent. His behavior evidences a complete and utter lack of respect for both this Court and the legal profession. Mr. Goodman’s actions, however, cannot be considered grounds for relief pursuant to Rule 60(b)(6) due to Mr. Cohn’s own negligence. See Valvoline, supra; see also Inryco, Inc. v. Metropolitan Engineering Co., Inc., 708 F.2d 1225, 1234 (7th Cir. 1983) (finding the defendants were not diligent in pursuing their case and therefore would not prevail even if gross negligence qualified as another Rule 60(b) ground for relief, because courts allowing such relief uniformly require a diligent, conscientious client.)
All evidence before the Court supports an inference that Mr. Cohn was not without fault.
Mr. Cohn states that he had no idea that the Court had issued various orders compelling
defendants’ production of documents from October 31, 2002 through April 11, 2003.
Additionally, Mr. Cohn swears that he had no knowledge of Mr. Goodman’s actions or inactions in this case. Mr. Cohn further states that he was unaware that a default judgment was entered in the case against both himself and the corporation for which he is Chief Executive Officer, nor that a damages hearing was held after the default entry. Finally, and perhaps most disturbing, is Mr. Cohn’s statement that he had no idea, from the time that Mr. Goodman represented Defendants in the Franklin County Court of Common Pleas case filed December 3, 2001, until the time August 28, 2003, that Mr. Goodman was not licensed to practice in this Court. In fact, Mr. Cohn claims that until August 28, 2003 he was unaware of the July 1, 2003 Court Order barring Mr. Goodman from serving as counsel on this case.
The above facts, established by Mr. Cohn’s affidavit, can only be explained as Mr. Cohn’s "inadvertence, indifference, or careless disregard of consequences." Klapprott v. United States, 335 U.S. 601, 613, (1949). The facts of Mr. Cohn’s case are analogous to factual situations where courts have found that a defaulting party willfully chose not to conduct its litigation responsibly.
For example in Inryco, Inc. v. Metropolitan Engineering Co., Inc., 708 F.2d 1225 (7th
Cir. 1983), the defendants had virtually no contact with their lawyer for more than a year. In the twenty months between filing the complaint and the default judgment, the defendants contacted their lawyer fewer than a half a dozen times, and at no time knew the precise procedural status of the case. There, the court determined that the defendants' neglect precluded Rule 60(b)(6) relief.
Id. See S.E.C. v. McNulty, 137 F.3d 732, 740 (2nd Cir.), cert. denied sub nom, Shanklin v.
S.E.C., 525 U.S. 931 (1998) (affirming a finding that excusable neglect had not been shown when a default was granted due to an attorney's inaction, but the defaulting party made no attempt to contact his attorney over an 11 month period); Harmon v. CSX Transportation, Inc., 110 F.3d 364, 368-69 (6th Cir.), cert. denied 522 U.S. 868 (1997) (dismissal warranted, despite no consideration of lesser sanctions, where attorney's conduct was "contumacious"); Florida Physician's Ins. Co., Inc. v. Ehlers, 8 F.3d 780, 784 (11th Cir. 1993) (finding plaintiff made extensive efforts to notify defendant and finding that defendant had a duty to act with some diligence to ensure that his attorney was protecting his interests).
Perhaps more telling is the stark contrast between Mr. Cohn’s case and cases where
courts have granted Rule 60(b)(6) relief based on an attorney’s gross negligence. For instance, in Sullivan, supra, this court set aside a default judgment based upon the undisputed facts that showed the negligence of counsel and the diligence of the party. Facts before the court established that the Sullivan plaintiff made numerous, unreturned, phone calls to her attorney and that counsel failed to appear for his client’s pretrial conference. Sullivan, 2003 WL 1338214, *1.
Thereafter, the plaintiff filed a notice with the court alleging that counsel had failed to represent her. Additionally, the Sullivan plaintiff filed an ethics complaint against the attorney. Id. The Court granted the plaintiff’s Rule 60(b)(6) request, stating: “This case...presents the extraordinary circumstance of a client, through no fault of her own, suffering the dismissal of an action because of the egregious negligence of her counsel.” Sullivan, supra 2003 WL 1338214, *4. See also U.S. v. Cirami, 563 F.2d 26, 33 -34 (2nd Cir. 1977) (granting Rule 60(b)(6) motion where client was frequently inquiring about the status of his lawsuit and was met on each occasion by assurances from his attorney, relayed by his accountant, that the matter was in hand.
Only after a judgment in default had been entered against them did they discover that their attorney had not, in fact, been representing them.) Unlike the Sullivan plaintiff, Mr. Cohn failed to act in a diligent manner; Defendants’ request for Rule 60(b)(6) relief is not well-taken.
Application of the United Coin Meter criteria supports this conclusion. As the proceeding discussion shows, Defendant Cohen willfully chose to disregard the litigation in which he was a party. According to Cohen, for over one year he had absolutely no idea what Mr. Goodman was doing in his case, except that Mr. Goodman “assured him that matters were under control.” (Cohn September 5, 2003 Aff.) Conversely, Mr. Goodman’s deposition testimony alleges that Mr. Cohn “was aware” of the various orders compelling discovery, the default judgment entry against defendants, and the hearing on damages. Regardless of what Mr. Cohen actually knew, it is clear that Mr. Cohn disregarded his responsibilities to opposing counsel and to the Court. Mr. Cohen’s situation is not an unusual and extreme situation where principals of equity mandate relief. See Olle v. Henry & Wright Corp., 910 F. 2d 357, 365 (6th Cir. 1990); see also Valvoline, supra at * 3.
Furthermore, Mr. Cohn’s motion to alter or amend the judgments is not well-taken. Mr.
Cohn and H*Quotient Inc. are both Named Defendants in this action. Each and every pleading in this case has been filed against both Defendants Mr. Cohn and H*Quotient, Inc. Each and every order and opinion issued by the Court was issued against both Defendants Cohn and H*Quotient, Inc. Mr. Cohn argues that the discovery dispute, which served as the basis for the default judgment entry against defendants, was directed only at H*Quotient, Inc. Mr. Cohn, however, is the Chief Executive Officer of H*Quotient, Inc. As a corporation, H*Quotient, Inc. can only act through its agents, employees, and officers. See A & B-Abell Elevator Co. v. Columbus/Cent.
Ohio Bldg. & Const., 73 Ohio St.3d 1 (1995).
Thus, Mr. Cohn is responsible for the corporation’s action, or inaction. Defendants’ attorney exemplified this concept by testifying that he received H*Quotient’s files responsive to Plaintiff’s discovery request from Mr. Cohn. (Goodman Dep. at 81, 2.) Mr. Cohn was very much a part of the discovery failure that lead to the Court’s default judgment.
CONCLUSION
For the above reasons, Defendants Motion for Relief From Judgments And,
Alternatively, to Alter or Amend the Judgments (Doc. # 46) is DENIED.
IT IS SO ORDERED.
/s/ Gregory L. Frost
Gregory L. Frost
United States District Judge
http://snipurl.com/47gg
It probably is, but it could also be Hadid.
How is the $3 million in cash, over three years, paid to the consultant?
Large denomination, unmarked bills?
Small denomination unmarked bills?
WHO is this lucky consultant?
Big clue: This is the FIRST time this consulting agreement has appeared in any CYPT SEC filing.
http://www.secinfo.com/$/SEC/Page.asp?P=1144204-4-696-1-15-129924
(6) Consulting Agreement
In April 2003, the Company entered into a three-year consulting agreement for advisory and other services related to the marketing, distribution and sale of its products.
The term of the agreement is from April 23, 2003 through April 22, 2006.
The agreement obligates the Company to pay the consultant an aggregate of $3,000,000 in cash as follows: $750,000 in 2003, $1,000,000 in both 2004 and 2005, and $250,000 in 2006.
Additionally, the agreement requires the Company to
issue 66,667 shares of its common stock annually as directed by the consultant in 2003, 2004 and 2005.
At September 30, 2003, the Company has paid an aggregate
of $675,000 pursuant to the contract but has not issued any shares of its common stock.
The Company has recorded its cash payment and stock issuance obligations under the agreement as a liability
($1,054,000 in accrued liabilities and $1,483,000 in other long-term liabilities at September 30, 2003) and a related
asset ($1,054,000 in prepaid expenses and $1,669,000 in other non-current assets at September 30, 2003).
The cost of the services related to the contract is
being recongized as an expense over the term of the agreement.
Has trepanning gone out of fashion? Letting those devils out used to be a favorite passtime in the cave...
The Washington Post's Style Invitational once again asked readers to take any word from the dictionary, alter it by adding, subtracting, or changing one letter, and supply a new definition. Here are this year's winners.
1 - Bozone (n.): The substance surrounding stupid people that stops bright ideas from penetrating. The bozone layer, unfortunately, shows little sign of breaking down in the near future.
2 - Foreploy: Any misrepresentation about yourself for the purpose of getting laid.
3 - Cashtration (n.): The act of buying a house, which renders the subject financially impotent for an indefinite period.
4 - Giraffiti: Vandalism spray-painted very, very high.
5 - Sarchasm: The gulf between the author of sarcastic wit and the person who doesn't get it.
6 - Inoculatte: To take coffee intravenously when you are running late.
7 - Hipatitis: Terminal coolness.
8 - Osteopornosis: A degenerate disease. (This one got extra credit.)
9 - Karmageddon: It's like, when everybody is sending off all these really bad vibes, right? And then, like, the Earth explodes and it's like, a serious bummer.
10- Decafalon (n.): The grueling event of getting through the day consuming only things that are good for you.
11- Glibido: All talk and no action.
12- Dopeler effect: The tendency of stupid ideas to seem smarter when they come at you rapidly.
13- Arachnoleptic fit (n.): The frantic dance performed just after you've accidentally walked through a spider web.
14- Beelzebug (n.): Satan in the form of a mosquito that gets into your bedroom at three in the morning and cannot be cast out.
15- Caterpallor (n.): The color you turn after finding half a grub in the fruit you're eating.
16- And the pick of the literature:
Ignoranus: A person who's both stupid and an arsehole.
Woman Gets Past N.Y. Airport Security With Stun Gun, Knife
The Associated Press
Published: Jan 25, 2004
DENVER (AP) - A woman passed through security screening at New York's LaGuardia Airport with a stun gun and knife in her purse - but later discovered the mistake herself and alerted authorities.
The woman realized she was carrying the items after a short layover in Detroit and on her way to Denver.
"She immediately went, 'Oh, my God, I'm not supposed to have these here,' and called the flight attendant over," said Spirit Airlines spokeswoman Laura Bennett.
The pilot alerted Denver International Airport; police met the plane at the gate and took the woman into custody for questioning. She was released without charges.
"She did the right thing by giving up the items voluntarily, and she was never malicious," Bennett said. "We never considered her a threat."
Transportation Security Administration officials had no comment on the security slip. TSA official Darrin Kayser said the agency would investigate.
"It was an honest but odd mistake," Bennett said. "But it's true that people often don't think about what's in their luggage."
AP-ES-01-25-04 1355EST
http://ap.tbo.com/ap/breaking/MGA6HP3HVPD.html
Waiting for the Barbarians
What are we waiting for, assembled in the forum?
The barbarians are due here today.
Why isn't anything happening in the senate?
Why do the senators sit there without legislating?
Because the barbarians are coming today.
What laws can the senators make now?
Once the barbarians are here, they'll do the legislating.
Why did our emperor get up so early,
and why is he sitting at the city's main gate
on his throne, in state, wearing the crown?
Because the barbarians are coming today
and the emperor is waiting to receive their leader.
He has even prepared a scroll to give him,
replete with titles, with imposing names.
Why have our two consuls and praetors come out today
wearing their embroidered, their scarlet togas?
Why have they put on bracelets with so many amethysts,
and rings sparkling with magnificent emeralds?
Why are they carrying elegant canes
beautifully worked in silver and gold?
Because the barbarians are coming today
and things like that dazzle the barbarians.
Why don't our distinguished orators come forward as usual
to make their speeches, say what they have to say?
Because the barbarians are coming today
and they're bored by rhetoric and public speaking.
Why this sudden restlessness, this confusion?
(How serious people's faces have become.)
Why are the streets and squares emptying so rapidly,
everyone going home so lost in thought?
Because night has fallen and the barbarians have not come.
And some who have just returned from the border say
there are no barbarians any longer.
And now, what's going to happen to us without barbarians?
They were, those people, a kind of solution.
-- Constantine Cavafy
Waiting for the Barbarians
What are we waiting for, assembled in the forum?
The barbarians are due here today.
Why isn't anything happening in the senate?
Why do the senators sit there without legislating?
Because the barbarians are coming today.
What laws can the senators make now?
Once the barbarians are here, they'll do the legislating.
Why did our emperor get up so early,
and why is he sitting at the city's main gate
on his throne, in state, wearing the crown?
Because the barbarians are coming today
and the emperor is waiting to receive their leader.
He has even prepared a scroll to give him,
replete with titles, with imposing names.
Why have our two consuls and praetors come out today
wearing their embroidered, their scarlet togas?
Why have they put on bracelets with so many amethysts,
and rings sparkling with magnificent emeralds?
Why are they carrying elegant canes
beautifully worked in silver and gold?
Because the barbarians are coming today
and things like that dazzle the barbarians.
Why don't our distinguished orators come forward as usual
to make their speeches, say what they have to say?
Because the barbarians are coming today
and they're bored by rhetoric and public speaking.
Why this sudden restlessness, this confusion?
(How serious people's faces have become.)
Why are the streets and squares emptying so rapidly,
everyone going home so lost in thought?
Because night has fallen and the barbarians have not come.
And some who have just returned from the border say
there are no barbarians any longer.
And now, what's going to happen to us without barbarians?
They were, those people, a kind of solution.
-- Constantine Cavafy
Thanks for the kind words...I think that things would be much worse if it were not for the efforts of a few people, yourself included, who keep trying to expose the scams in spite of the insults and threats hurled at them by the scam organizers and their collaborators.
The SEC does nothing to stop the abuses on pennystocks unless the files get so full of complaints that they are forced to do something. Usually that 'something' has been too little and too late to do much good for the novice investors who follow the Pied Piper pumpers.
So, although stock message boards like IHub and RB have many hypsters and scam-artists plying their wares to the endless ranks of rookies, after every scam is exposed there are a few ex-rookies who have learned the truth on those same boards.
So I'd say that overall the message boards are a good thing and are slowing the scamsters down more and more. Some of those former rookies become converts -
SEC Goes After Deadbeats; Considers New Fee Structure
AccountingWEB.com - January 23, 2004 - The Securities and Exchange Commission (SEC) has set up a new unit to collect millions of dollars in unpaid fines.
A team of three lawyers has been hired to find hidden money and get court orders to enforce judgements. Until now, collections were handled by SEC enforcement lawyers, but the system fell short when they started working on new cases or left the agency, former SEC lawyers told Bloomberg News.
"This really fills a need in the enforcement program to put teeth in the remedies that the division imposes," said former SEC trial attorney Stephen Crimmins, now a partner at Pepper Hamilton in Washington. "The SEC never really had the ability to either handle collections work on a professional basis or to outsource it."
In fact, the SEC has collected only 40 percent of the fines it was owed from 1997 to 2002, according to a General Accounting Office (GAO) report issued last summer. While $480.4 million in fines were levied in SEC cases, the agency collected $190.1 million, the GAO said.
"Spendthrift defendants, defendants who lack current or future prospects for earning money, and defendants who have declared bankruptcy or are incarcerated contribute to collection problems," the SEC told Congress last year. Budget constraints also hampered SEC’s collection efforts, but the agency’s budget was increased after the accounting scandals of the last few years.
Meanwhile, the SEC is proposing a formal, standardized approach to determining and collecting the fees from the U.S. markets that help fund the agency.
The current rules don’t outline exactly how the fees should be calculated or who should do it, resulting in a scattered approach that differs from one market to another.
The new fee structure would clearly define what trades are covered and how fees should be calculated. Monthly reports would be required from each market showing applicable trades reported to a designated clearing agency, those captured in a trade comparison system but not reported to a designated clearing agency, and trades that don't fall into either category, the Wall Street Journal reported.
The SEC's approach would apply to 12 markets, many of which now use their own method for determining how much they or their members owe.
If the proposal is approved, the changes will apply to all activity in fiscal 2004, which started Sept. 1, 2003. The SEC did not say whether the new procedures would increase or decrease fee collections.
http://www.accountingweb.com/cgi-bin/item.cgi?id=98614&d=815&h=817&f=816&dateformat=...
I think there will be a "clarification" that RB is not going to disappear, but there's no one at RB prepared to say anything definitive right now..not even on the RB SUGG board.
The telephone number for DeCosta is for a dental practice.
I have asked the people spamming the deCosta stuff the same questions several times:
WHO is James De Costa?
What are the titles of the books he claims to have written?
I'm still waiting for answers.
If you click the link -
http://help.lycos.com/scripts/communities.cfg/php.exe/enduser/std_adp.php?p_refno=011115-000002&...
- you get the message:
Communities Alerts
Answer
Communities Alerts: Important Notice
Last Updated: Friday, January 23, 2004
IMPORTANT NOTICE TO ALL MEMBERS NOTICE
Who is affected: All Lycos Community members
Description: After February 1, 2004, Lycos Communities--including Chat, Message Boards, Clubs and Image Galleries--will be discontinued. All text, photos, messages and other content relating to Lycos Communities will be removed from the Lycos Network and will not be saved. If you would like to find information on how to save your content to your personal computer, please click here to ask Customer Service. Lycos will continue to provide superior products across its network, and we encourage you to visit our other Community sites including, Angelfire, Tripod, Blogs and Matchmaker. The decision to close this site was a very difficult one for us and we understand that for many this will be a big disappointment. This change will enable Lycos to provide more and better support to key products and allow us to focus on developing new features and products for the future. So stay tuned! We apologize for any inconvenience the decision to close Lycos Communities may cause you. For questions, or tips on how you can preserve your content on Lycos Clubs and Lycos Message Boards, please click here to ask Customer Service.
The "click here" link is -
http://help.lycos.com/LycosHelp/help/communities/htdocs/communities_form.htm
- which takes you here:
Lycos Communities Feedback Form
We're sorry the Lycos Communities Help Pages did not answer your question. Please fill out the form below to ask a question you couldn't find an answer for, or to provide feedback about Lycos Communities, and we will email you back shortly.
Or click the corresponding link to contact:
- Raging Bull Message Boards support
- Matchmaker Chat or Scanning support
- Lycos PhotoCenter support
- Multimedia Search support
The Raging Bull Message board support is this link -
http://ragingbull.lycos.com/cgi-bin/static.cgi/a=index.txt&d=helpdesk
Which gets you to -
Using Quote.com Website: Message Boards (Raging Bull)
My Quote.com Website Account
Logging In
Registration
Message Boards
User Tools
Posting
Member Power Ratings
Community Hotspots
Using Quote.com Message Boards
Member Forums General Info
Member Forums Owners
Newsletters
Message Board Acronyms
- which some of us know is the LAST place you'll ever get RB "support".
My guess is that a "stealth" operation is in progress to get rid of RB, and any cries of outrage will be ignored or met with the "We told you well in advance" excuse.
Those RB posts prior to 1 Jan 03 that were deleted without warning, using the "we're updating" excuse, and RB never had any intention of restoring them.
It's like being nibbled to death by ducks - it isn't really painful, but the end result is the same.
SilverCrest Mines Inc.
Address: 401 - 1311 Howe Street
Vancouver, B.C.
Canada V6Z 2P3
Tel No.: (604) 691-1730
Fax No.: (604) 691-1761
Web Site: www.silvercrestmines.com
Corporate Email: info@silvercrestmines.com
Contact Person: Fred Cooper
Position: Investor Relations
COMPANY DATA
Traded Market: TSX
Traded Symbol: SVL
Outstanding Shares: 13,929,096
Public Float: 9,078,616
52 Week High: $ 1.81
52 Week Low: $ 0.30
MANAGEMENT
SilverCrest Mines Inc. has a strong management team with experience in different areas. The management team includes:
J. Scott Drever, President, Director
Mr. Drever has 35 years of international experience in mineral exploration and development and mining operations. Mr. Drever has served as an executive officer and director of a number of public companies listed on the TSX and the TSX Venture Exchange including the Dome Mines Group, Placer Dome Ltd., Blackdome Mining Corporation, DiamondWorks Ltd. and International Antam Resources Ltd. Mr. Drever has extensive experience with international mining corporations in corporate management, strategic planning and corporate development.
N. Eric Fier, C. P. Geo, Chief Operating Officer
Mr. Fier has over 18 years of international experience in a senior capacity including exploration, acquisition, development and production of numerous mining projects in Honduras, Mexico, Chile, Brazil and Peru. His extensive experience includes project evaluation and management, reserve estimation and economic analysis as well as operations management. Mr. Fier has been Chief Geologist with Pegasus Gold Corp., Senior Engineer and Manager with Newmont Mining Corporation and Project Manager with Eldorado Gold Corporation.
Barney Magnusson, CA, Chief Financial Officer, Director
Mr. Magnussson has been a senior officer and director of three mining companies that have developed producing mines: Dayton Mines Inc. project in Chile, High River Gold Mines Ltd. project located in Manitoba, Canada and Brohm Resources Inc. project located in South Dakota, USA. Mr. Magnusson is experienced in corporate finance and public company management and has dealt extensively with the investment community. He has often worked as part of active management teams responsible for structuring and building rapidly expanding companies.
Graham C. Thody, Director
Mr. Thody has been a Partner of Nemeth Thody Anderson, Chartered Accountants of Vancouver B.C. since 1980. Mr. Thody's practice has focused on corporate mergers and acquisitions as well as domestic and international tax issues. Mr. Thody has acted as auditor of several publicly listed companies as well as participated in the Initial Public Offering process for several corporations. He has been a Director of Pioneer Metals Corporation since 1989 and a director of UEX Corporation since its inception in late 2001.
William R. MacNeill, Director
Mr. MacNeill is the founder and Chairman of Claude Resources Inc. a TSX listed gold producer. Mr. MacNeill has an extensive background in all aspects of mineral and oil and gas exploration, development and production over a 40-year career. He has served as senior executive officer and director of several substantial publicly traded companies.
http://www.nafinance.com/Listed_Co/English/silvercrest_e.htm
SilverCrest Mines Inc.
Mailing Address: #401 - 1311 Howe Street
Vancouver, British Columbia
V6Z 2P3
Head Office Address: #401 - 1311 Howe St.
Vancouver, British Columbia
V6Z 2P3
Contact Name: Barney Magnusson
POP System Issuer: No
Telephone Number: 604 691-1730
Fax Number: 604 691-1761
Reporting Jurisdictions: British Columbia, Alberta, Ontario
Stock Exchange: CDNX
Date of Formation: May 15 1998
Stock Symbol: SVL
Governing Jurisdiction: British Columbia
Auditor: Davidson & Company
Industry Classification: junior natural resource – mining
General Partner:
CUSIP Number: 828365
Transfer Agent: Pacific Corporate Trust Company
Financial Year-End: Dec 31
Size of Issuer (Assets): Under $5,000,000
http://snipurl.com/3yq0
Careful gump...steam is coming out of your...ears.
Any minute now the safety valve will pop..
Your 'opinions' are bought and paid for gump. You have no moral compass, which I charitably put down to your age-related senility.
I suspect you never have had many scruples, and your many e-mails denying your motives never made you look anything more than a charlatan. You are a shameless hypster who'll say anything to make a dollar.
How's son-in-law Jefferies taking the GMXX situation that you stuck him with?
As for the Canadian junior mining marke, gumpo - I know more about it than you think. Maybe I'll give this one a little more attention...