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Cipherloc is only a leading provider to DeLaGarza
...a provider of cash and stock, that is.
Cipherloc has no customers, so they can't be a leading provider of products or services.
The recent PR is about a paper submission to IEEE, an organization that accepts most submissions that meet their baseline criteria. So, no, it is not extremely difficult to submit a paper and be approved to present. As a matter of fact, IEEE expects authors to do a Q&A on their submission, which helps IEEE get membership dollars and traffic.
I don't believe that presenting at IEEE in January is going to have any effect on generating "substantial growth".
And, if you review the past videos and press releases, de la Garza said that 2015 was going to be an exciting year with big growth and lots of stuff in the pipeline (or funnel), just like 2016, and 2017, and 2018, and now 2019.
What initial partnership program is Mattox referring to?
What platforms?
Who are the testing parties??
This is just another empty box wrapped in brown paper and a cheap bow and placed under the tree for all of the fleeced investors. Meanwhile, de la Garza will be celebrating the holidays by himself, spending your money, that he's not supposed be spending on himself, and arguing with the auditors about why he continues to act while ignoring his fiduciary duty and abuse his position as CEO of a publicly traded company.
WRONG! For a public company raising over $20mil
...and a CEO with a very sketchy past, it MUST have a full-time CFO and probably an audit committee. Otherwise, someone like de la Garza just can't help himself. He has no integrity. He only thinks of himself and will pay out as little as possible for the necessities (fiscally responsible staff, engineers that know how to bring products to market, seasoned sales and marketing team) to make it look like a "real" company. But he doesn't have any experience running a real company.
Why doesn't de la Garza want a CFO? Because he uses the corporate bank account as if it's his own. And he doesn't want a CFO telling him that what he's doing is wrong and unethical.
The auditors are probably having a field day with him and his poor decisions right now. When the 10-K comes out (the next Q is not due until 45 days after 12/31/18), be sure to look at the Statement of Cash Flow, all of the disclosures, executive compensation, cash left in the corporate bank account, and much much more.
Whoever is betting on de la Garza has bet on the wrong horse.
But I guess one good thing about de la Garza is that he does know a lot about bankruptcy law. And being sued. And non-delivery of software. And making up grandiose stories about potential "deals" that never generate revenue and make the company look like a shell.
De la Garza is acting CFO
If there is a new CFO, an 8-K should have been reported.
If there is a news of a new CFO, the company would have to announce the information to all investors at the same time.
Lol! Trial, admittance and sworn testimony by MDLG!!
Not sure why someone would contact the IR Firm (Jordan's the first name, not Bill, Bill) instead of doing an open records request for Case# 18-0005 through Hays County District Court (contact: debra.anderson@co.hays.tx.us).
Let's take a step back and do a quick comparison.
Financial disclosures (10-K's, 10-Q's, Form D's, Form S-8's, etc) are fact. There can be mistakes or updates, but these must be amended in a timely manner. If they aren't, that would represent an error or omission and be punishable by the SEC.
Sworn testimony must also be treated as factual. If not, the individual can be convicted of perjury and their testimony must be ignored.
One can choose to believe the CLOK CEO, Michael de la Garza, or not. It should be apparent that I don't trust or believe him.
If you want to know the truth to all of this, read the disclosures going back to 2014, do an open records request for Hays County District court case #18-0005, and ignore everything else.
Because the bigger issue is MDLG's intent
Open records request should be out this week.
LeBlanc claims that he is owed. Last week's hearing confirmed that a trial is warranted. MDLG's sworn testimony affirms that the issues are huge.
My guess is $1.5-2.5 million settlement is probably the low end. This does not include civil damages, interest and attorney fees. LeBlanc's claim will probably be followed by many more.
Be patient...more to come.
All 25mil shares were issued to Leblanc
...however, de la Garza testified that he benefited from the proceeds. So, one big issue is whether or not Leblanc's consulting agreement was satisfied by the 25 million shares issued in 2014.
Yes, these shares were issued before the 100 for 1 reverse stock split.
Not sure, as de la Garza's testimony suggests otherwise. But this is another issue to be determined by a trial.
Main takeaway from hearing-Judge orders trial!
Hearing highlights (summarized):
1) LeBlanc claims De la Garza and Cipherloc owe him millions in stock, cash and civil damages
2) De la Garza claims Leblanc was paid in full by issuance of 25 million S-8 shares issued in 2014
3) LeBlanc agreed that the shares were issued to him, but he did not receive most of the proceeds
4) De la Garza admitted, under oath, that he received proceeds from the sale of the prementioned 25 million shares issued to LeBlanc
5) It is my understanding that this admission confirms criminal activities of fraud by De la Garza
6) It is also my understanding that this is not the only criminal allegation against De la Garza
7) I don’t believe that acts of fraud are covered by D&O or E&O insurance
Based upon what I’ve heard and read, these allegations will significantly impact De la Garza and Cipherloc
Thursday's hearing is open to the public
Robert Leblanc (former VP of Sales & Marketing, listed on multiple Cipherloc patents alongside Albert Carlson) vs. Michael de la Garza AND Cipherloc Corporation
Hearing location:
Hays Country District Court
712 S. Stagecoach Drive
San Marcos, TX 78666
512-393-7700
CEO should have known or knew
Michael de la Garza, CEO, knew or should have known that previous CFO, Pamela Thompson, had prior violations with the SEC, but ignored it as she was instrumental in making the $1 million "sale" with GAWK.
If de la Garza really didn't know about Thompson's SEC violations, then that just highlights a high level of ineptness.
"It's not the technology, but the leadership that is under question"
From clok-em-dead's original post that started this discussion:
Wonder if the cfo is a little disgruntled......
"Terminated Employment Agreement with Former Chief Financial Officer
The Company previously had an employment agreement with its Chief Financial Officer, which terminated in 2015. There were amounts that were accrued and unpaid as of March 31, 2018 and September 30, 2017, totaling $363,820 and $338,437, respectively. According to the original agreement, the unpaid salaries were to accrue interest at 15%, which has been accrued at each reporting date. Interest expense was $12,692 and $25,383 during the three and six months ended March 31, 2018, respectively. Management believes that such amounts were previously satisfied through the issuance of common stock and does not intend to pay such amounts."
That would violate the Regulation Fair Disclosure rule
Regulation Fair Disclosure rule, commonly known as Reg FD, which requires a company to announce information that is material to its business to all investors at the same time.
So, it would be a violation of Reg FD if any Cipherloc investors were provided more up-to-date CLOK information than other investors.
Responding to your questions from your post:
-Research the 3 patents and one will see that they are very limited in scope.
-FIPS certification will probably not be attained.
-COO's prior work experience and credentials add little to no value to CLOK's success. Degrees obtained
online, taught some courses online, big claim to fame was managing a call center?, now does talks and
writes e-books on entrepreneurship, with no true start-up experience.
-CSO does not have any experience bringing a product to market.
-Datapath is probably done dealing with CLOK, Carlson and MDLG.
-Besser has not continued investing millions. And, it would be a violation of Reg FD if any
Cipherloc investors, including Besser, were provided more up-to-date CLOK information than
other investors.
-Everyone should be critical of MDLG's spending. $0 sales since 2014. GAWK sale occurred
in 2014. GAWK still claims that CLOK did not provide delivery of software. It's difficult for me to
see any reasons for optimism when looking at the FACTS.
CFO Pamela Thompson involved in pump and dump
From post below:
PipBoy Sunday, 12/05/10 06:33:56 PM
Re: None 0
Post #
306
of 16960
Your CFO Pamela J Thompson involved in pump and dump scheme
SEC Charges Two Individuals in Pump and Dump Scheme Involving "Hijacking" a Public Shell Company and Counterfeiting Securities
The Commission today announced that it filed a complaint in the U.S. District Court for the District of Arizona against Mario A. Pino for violating the antifraud and securities registration provisions of the federal securities laws. The complaint alleges that Mario A. Pino usurped the "corporate identity" of Bancorp International Group, Inc. (BCIT), a public shell, by fabricating, issuing, and trading fraudulently issued shares of the company. The complaint also alleges that Pino issued false press releases between May 2 and July 13, 2005, and issued millions of shares of fraudulent BCIT stock to himself and others. The complaint alleges Pino sold 175,005,000 shares, earning profits of $269,033, in unregistered, non-exempt transactions into the resulting inflated market.
The complaint alleges that Pino violated Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 (Securities Act) and Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act) and Rule 10b-5 thereunder. The Commission seeks a permanent injunction against Pino, disgorgement, including pre- and post-judgment interest, third-tier civil penalties, an officer and director bar, and a penny stock bar.
On February 25, the Commission issued an Order Instituting Administrative and Cease-and Desist Proceedings, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order Pursuant to Section 8A of the Securities Act of 1933 and Sections 17A(c) and 21C of the Securities Exchange Act of 1934 (Order) as to Pamela J. Thompson. The Order finds that, in April and May 2005, Thompson prepared false BCIT documents, including counterfeit stock certificates, while knowing she did not have the proper authority. Thompson is a resident of Phoenix, Arizona. During June and July 2005, Thompson received and sold two million shares of fraudulent BCIT stock, earning profits of $7,632. Thompson also acted as the transfer agent of BCIT between April and August 2005 even though she never registered as a transfer agent with the Commission. As a result of the conduct described above, Thompson committed violations of Sections 5(a), 5(c), 17(a)(2) and 17(a)(3) of the Securities Act and willfully violated Section 17A of the Exchange Act and Rule 17Ac2-1 thereunder.
The Commission ordered that Thompson cease and desist from committing or causing any violations and any future violations of Sections 5(a), 5(c), 17(a)(2), and 17(a)(3) of the Securities Act and Section 17A of the Exchange Act and Rule 17Ac2-1 thereunder; be barred from association with any transfer agent, with the right to reapply for association after three (3) years; and pay disgorgement of $7,632 and prejudgment interest of $830.82. The Commission is not imposing a penalty against Thompson based on her inability to pay. Finally, the Commission ordered Thompson to comply with her undertaking to cooperate with the Commission. Thompson consented to the issuance of the Order without admitting or denying any of the findings in the Order. [SEC v. Mario A. Pino, Civil Action No. 08-CV-353 (MHM), U.S. District Court for the District of Arizona] (LR-20466); (Administrative Proceeding - Rels. 33-8899; 34-57379; File No. 3-12969)
The Former CFO, Pamela Thompson, is deceased.
The most recent CLOK filings still show the amounts owed to her estate.
It is highly probable that Cipherloc will be sued by the estate for non-payment.
CFO's often leave to report findings to SEC
It's difficult to know why the prior CFO resigned. What is more alarming, is why that position has not been filled by anyone. De la Garza is acting as the sole decision maker on the financials (almost 2 years now), which is pretty scary. Maybe no one is willing to sign off on anything? Mauriello passed on the CFO position almost immediately. It seemed that Mauriello was appointed but never actually accepted the role as CFO. I'm sure the 10-K will illuminate the ongoing financial management problems by De La Garza.
And Cipherloc is not a promising upstart company on the verge of anything more than maybe an SEC investigation and probably some investor lawsuits.
Nothing indicates that Cipherloc is government approved
If Cipherloc was an approved government vendor, it would be just as verifiable as say, DataPath working with the government. I don’t believe that Cipherloc is working directly working with the US military. I have worked with companies that work directly with the US military. Cipherloc does not show anything in its financials, disclosures, or press releases (CLOK or US military) to indicate that it is working with the US military.
And Cipherloc does not have any required certifications that would be REQUIRED to work directly with the US military.
So, no, this isn’t just speculation.
I think that they could possibly be working with someone or some company that is doing government work, but it is fallacious reasoning to think that Cipherloc is working directly with the US military.
Would love to hear reasonable counterpoint suggesting otherwise. I think the videos provide almost a hundred examples of claims made by the CEO which are NOT RELIABLE statements or claims.
It's just more unsupported rhetoric by the CEO.
If you watch the CEO Insider video or any Stock Legends interviews or other videos with the CEO, it's just a bunch of catch-phrases and rambling run-on statements about things that never come to fruition or that never happened. Here are some examples:
Contradictions from previous statements (press releases and videos) and actions (move to Arizona, for example).
A little research will provide plenty of examples. Just the topic of patents will get you many different claims, but I am glad that current press release is more accurate with the number.
And what's this video all about?
What's the 4th patent number?
From the USPTO:
Patent #:
10122684 - local area network electronic perimeter security (11-6-18)
10069805 - polymorphic one time pad matrix (9-4-18)
9178514 - polymorphic hardware engine (11-3-15)
12/06/2018 Final Hearing (9:00 AM) (Judicial Officer Henry, William R)
How long does FIPS 140-2 Testing Take?
https://coact.com/services/fips-140-2-cryptographic-module-testing/fips-140-2-faq/
Obtaining a FIPS 140-2 Certification can take up to eight (8) months once all required documentation has been developed and submitted to the lab for review. If we feel that your product is not yet ready for validation testing, we will help you determine what the appropriate steps are to prepare for validation testing. FIPS 140-2 Validation Phases:
Module Testing
Documentation Review
Cryptographic Algorithm Testing through CAVP
Functional and Physical Testing (if applicable)
Source Code Review
Report Submission and CMVP Review
Coordination between CMVP and COACT
Certificate Finalization
I updated mentioned items using current company filings.
Company description should be updated using 6/30/18 10-Q.
CLOK Board Info is Old and Misleading
- Business description is mostly inaccurate information and needs to be updated
- SIC code is wrong
- Shares outstanding is 40,783,164
- Authorized shares: 681,000,000
- Float: 2,429,608 as of 2/23/18
- 1 million Preferred Shares issued - convertible to 1.5 common shares
- Shareholders of record: 1,123 on 7/30/18
Please update as soon as possible!!
Thanks,
xoxo
Case Number 18-0005
Other Civil Cases - District
ROBERT LEBLANC V. MICHAEL DE LA GARZA AND CIPHERLOC CORPORATION
Henry, William R (presiding judge)
10/16/2018
9:00 AM
All Motions Hearing
Completely disagree. How is CLOK producing revenue?
Paying contracts? No!
Paying customers? No!
Hardware to sell? No!
Business in Arizona to justify new office lease? NO!
Overpaid CEO? Yes!!
R&D staying in Texas? Ummm, why? I thought the company was past the developmental stage??
CEO paid too much for too long.
CLOK shareholders have expectations based upon press releases, 8-K's, 10-Q's, 10-K's, PPM's and other publicly stated news.
As stated before, CEO and brokers have made millions from the CLOK PPM's. Millions. CEO has overpaid himself millions in cash AND in stock...based on $0 revenue. See 10-Q's and 10-K's signed off by CEO.
A few things that are very obvious are $0 revenue, $ millions in CEO compensation and broker fees, and dilution of shareholders who bought through prior PPM's. Oh, and a TON of unfulfilled dreams and promises from press releases and 8-K's.
#CLOK
By major revenue, did you mean $0?
FYI: This was from a DataPath post thread.
I wonder what FYE 9/30/18 gross revenues will be? $0.00?
Oh man, I hope no investors were hoping for DataPath dollars anytime soon. Might be awhile....a long while...
#eternity
You forgot the most important part. Disclaimer!
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All forward-looking statements are inherently uncertain as they are based on current expectations and assumptions concerning future events or future performance of the Company. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. In evaluating such statements, prospective investors should review carefully various risks and uncertainties identified in this release and matters set in the Company's SEC filings. These risks and uncertainties could cause the Company's actual results to differ materially from those indicated in the forward-looking statements.
Rule number one in entrepreneurship. Focus. COO? None.
It baffles me that CLOK may have paid to have it's VP of S&M turned COO, with little to no practical start-up experience, moderate a panel discussion about Entrepreneurship.
So, in line with Cloktickticktick, is the COO focused on writing, speaking, start up 1, start up 2, start up 3(CLOK), updating his myspace website, or updating his blog that hasn't had an entry in 5 years?? Is he also still teaching online?
Meanwhile, the CEO is burning the company cash like it's his own money.
I can't wait to see this all unravel on American Greed someday.
CLOK COO website provides zero investor value.
This website would probably provide more CLOK value if it was merely a "redirect" to the Cipherloc website.
I mean seriously, CLOK just raised over $18mil to see it's new COO's personal myspace-ish website??
wow...I'm almost speechless. I kind of expected a little more. Bad news for those investors who are still holding their breath.
#exhaleandsell
Well, since CLOK has no sales, and no "real" progress, I would imagine he gets to spend all day at home. Either that or he's running around with his head cut off trying to keep plates and investor stories spinning...oh, and don't forget! He's probably getting ready to go to court next week and hope that the truth doesn't come out!
#seciswatching
Attention! October 16th! Hays County District Court:
10/16/2018 All Motions Hearing (9:00 AM) (Judicial Officer Henry, William R)
Party Information:
Defendant: CipherLoc Corporation
825 Main Street, Suite 100, Buda, TX 78610
Defendant: De La Garza, Michael
320 Linden Loop, Driftwood, TX 78619 (https://www.realtor.com/realestateandhomes-detail/320-Linden-Loop_Driftwood_TX_78619_M84923-43040)
Plaintiff: LeBlanc, Robert
The recent CLOK PR is poorly written.
New COO’s “true” work experience is a fraction of prior COO.
What CLOK really needs is an honest, truth telling, SEC fearing CEO.
One can only imagine why the prior COO left CLOK, but it seems somewhat analogous to a top chef resigning from a restaurant that’s been open for 4 years, has served 0 customers, had $0 sales, and just hired 10 greeters and a new general manager who has never worked in a kitchen. Meanwhile, the owner of the restaurant just drove up in another new car, and is putting investor $$ in the fryolator.
That seems to be what’s happening with the Company. VP of Engineering departed and is in a lawsuit with CLOK and CEO. CFO leaves after a couple of years. VP of Sales and Marketing leaves. COO leaves.
Hmmm.
Too soon?? From: https://irdirect.net/CLOK/management_team
Dr. Milton Mattox
Chief Operating Officer
Dr. Milton Mattox, Chief Operating Officer. Mattox is an experienced, senior technology executive with an extensive background in software engineering, application development, IT infrastructure and team management. This includes a proven track record of transforming and accelerating technology development and delivery in alignment with the goals of global businesses. His professional experience includes an executive vice president position at Lucent Technologies with executive level experience at Intuit, Mitel, SHPS, Narus, India, Cigna, and CGI.
Dr. Mattox holds a Doctorate in Organization and Leadership from the University of San Francisco, an M.B.A from City University of Seattle, a Bachelor of Science, Electronic Engineering Technology from DeVry University and a Global Leadership Certification Program, Thunderbird School of Global Management.
Hmmm.....I'm sure the disclosure is on the way. But why wouldn't this be on the 8-k from this morning?
Seemed like an experienced professional. Unlike the CEO.
Let's compare the current CLOK CEO and the former CLOK COO!:
Software company experience:
Hufnagel - many years of technical software experience with established software companies
De la garza - no practical technical software experience. past failures with medical billing companies resulted in lawsuits for non-delivery and discontinued operations
Ethics:
Hufnagel - no past or present lawsuits
De la garza - long history of past and present lawsuits
Compensation:
Hufnagel - average to less than average for Austin area COO with his core competencies
De la garza - beyond excessive salary for the US and for a company with $0 gross revenues, and excessive for a company that generates $50 million in gross revenues.
Smart hard-working COO out. Inexperienced COO in.
Carlson is in a position of power and accountability.
And if Hufnagel resigned on August 23rd, why wasn't this disclosed within 4 days???? That's clearly another SEC violation.
$0 sales in 4 years....ponder that. $25 million dollars later??
=====
"Don't hate the messenger. Follow the facts and you will find your answer."
Well, with 650 million shares authorized, and 40 million outstanding, options on 18 million shares sold through recent PPM, that still leaves well over 550 million shares to print and sell.
Wow. New level of PR desperation. Very sad.
After reviewing the CLOK press release and the new reseller (hippogriff) website, I gotta ask...did someone make this website last week?
Has hippogriff "resold" the other 2 (TWO) products? If so, to whom??
BTW, how many reseller's does CLOK have now? Or, should I say, how many non-selling reseller's does CLOK have under written agreement??
Wow.
Great question! One week until next hearing!!
http://public.co.hays.tx.us/CaseDetail.aspx?CaseID=13032595
09/17/2018 Miscellaneous Motions Hearing (9:00 AM) (Judicial Officer Henry, William R) Motion to Dismiss
Are you going to the hearing? We should meetup!! ;)
MDLG has acted as CFO for the past year and a half. Look at the submitted financials. He's taken that role for everything. All financials are reviewed by auditor BEFORE being released. What defunct report are you suggesting wasn’t filed?
100% Agreed! And that would be the CEO. Acting as CFO on Q's and K's.