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It's long, GFCI's answer to RR
but is a good read, imo.
(side note: I am perfectly capable of posting myself
and don't need anyone copying a post of mine from RB)
1
UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK (FOLEY SQUARE)
__________________________________________
:
ROBINSON REED, INC. AND FFC3 APS, : Case No. 1:07-cv-00584-PAC
:
Plaintiffs, : ECF
vs. :
:
GRIFCO INTERNATIONAL, INC., :
:
Defendant. :
:
__________________________________________:
MEMORANDUM OF DEFENDANT GRIFCO INTERNATNIONAL, INC.
IN SUPPORT OF REMOVAL AND MOTION TO DISMISS AND/OR STRIKE
PLAINTIFFS' PLEADINGS IN OPPOSITION FOR LACK OF STANDING
I. PROCEDURAL HISTORY
On January 25, 2007, Defendant Grifco International Inc. filed its Notice of
Removal of a civil action from the Supreme Court of the State of New York, County of
New York, pursuant to 28 U.S.C. Section 1331, 1441 and 1446.
A. New York State Action.
On December 15, 2006, Plaintiffs Robinson Reed, Inc. and FFC3 ApS, who are
off-shore hedge funds and financial advisors domiciled in Cyprus and Denmark, filed this
action against Defendant, a non-reporting Pink Sheet company, in the Supreme Court of
the State of New York, County of New York, in the Supreme Court of New York, Index
No. 604288/06, alleging a default on a $1,500,000 loan. With penalties and interest,
2
Plaintiffs claim over $3,366,000 due on the original loan. A true and correct copy of the
New York State Law Complaint was attached to the Notice of Removal as Exhibit A.
B. 10b-5 Demand Letter to Defendant's California Agent
On or about January 16, 2007, Defendant received a copy of a demand letter
(hereinafter the "Demand Letter") written on behalf of the Plaintiffs demanding payment
of the same debt principal as alleged in the New York Court State Action against
Defendant's alleged agent Andy Baum of Avondale Capital Partners, Inc., 256 South
Robertson Blvd., Beverly Hills, CA 90211 (collectively "Baum"). A true and correct
copy of the Demand Letter was attached to the Notice of Removal as Exhibit B.
In the Demand Letter, Plaintiffs allege inter alia that Baum violated
Section 10(b) of the Securities Act and Rule 10b-5 in connection with the $1,500,000
loan to defendant "based upon representations regarding the business operations and
financial condition of Grifco" and that Baum negotiated "specific deal points" concerning
the Grifco Loan. See, Notice of Removal, Exhibit B, Paragraph 1 and numbered subparagraphs
2 and 3.
C. Choice of Federal Court Versus New York State Court
Defendants argues in its Notice of Removal, that removal of the New York State
Court Action has now become necessary because the resolution of the Securities Act
fraud claims invoke federal question jurisdiction pursuant to 28 U.S.C. 1331 as they
relate to actionable securities fraud in the making of the Grifco Loan which contains
"toxic" financing conditions commonly used by off-shore hedge funds with small
undercapitalized companies like Defendant.
3
Defendant argues further in its Notice of Removal that Plaintiffs have voluntarily
interposed Baum as a necessary party in the litigation of the Grifco Loans since the
alleged Securities Act fraud claims include Baum and other agents who helped negotiate
the Grifco Loan. These agents, include but are not limited to, Mads Ulrich (one of the
principals of Plaintiff FFC3 APS) acting through First Fidelity Capital, Inc. and an
affiliated brokerage company based in Lausanne, Switzerland which helped underwrite
the Grifco Loan. See, Notice of Removal, Exhibit C.
D. Notice of Removal Filed 9 Days After Receipt of 10b-5 Demand Letter
On January 25, 2007, Defendant filed its Notice of Removal with this court, 9
days after receiving notice of the 10b-5 Demand Letter to its California agent.
E. Plaintiffs' Opposition to Remand
Plaintiffs argue that Defendant waived its right to remove to this court since it did
not timely file a notice of removal in the first 30 days and that subsequent notice of the
10b-5 Securities fraud claims against Baum should be disregarded.
F. Defendant's Motion to Dismiss and/or Strike for Lack of Standing
Defendant has moved to dismiss and/or strike Plaintiffs' pleadings in opposition
to removal on the grounds that it lacks "standing" under U.S.C.A. Const., Art. 3, Section
2, cl. 1, since it has not suffered an "injury-in-fact" having fatally admitted to syndicating
out the Securities purchase with Defendant to over 60 investors.
4
II. ISSUES
At issue is whether this court should dismiss and/or strike the pleadings in
opposition to removal filed by Plaintiffs Robinson Reed and FFC3 for lack of standing on
the grounds that they do not have a personal stake in the controversy having admitted to
syndicating out the Securities purchase with Defendant Grifco International, Inc. to over
60 plus investors who are indispensable parties. U.S.C.A. Const. Art. 3, Sect. 2, cl. 1
At issue is whether Defendant Grifco International, Inc. should be granted removal
to this court from New York State Court state under the removal statute and/or pursuant
to a binding contractual forum selection provision executed by the parties.
At issue is whether Plaintiffs Robinson Reed and FFC3 intentional concealed of
their intent to pursue 10b-5 fraud claims against a dual agent bars them from arguing that
Defendant Grifco somehow waived removal when the concealment was designed and
calculated to "lull" Defendant Grifco into believing that only state law claims were being
adjudicated.
III. RELEVANT FACTS
A. Grifco
Defendant Grifco International, Inc., is a public company whose share trade on the Pink
Sheet, LLC under the trading symbol "GFCI.PK". Defendant Grifco is a manufacturer of
tools for the oil and gas industry.
In November 2004, Defendant Grifco (which was then a private company) began
trading on the Pink Sheets after completing a "reverse merger" with a public company
formerly known as Litfibre, Inc. Defendant Grifco is non-reporting issuer with the U.S.
Securities and Exchange Commission.
5
B. Offshore Syndication and Bridge Loan Financing
In the summer of 2005, Defendant Grifco needed bridge loan financing. Defendant
Grifco was introduced to Plaintiffs FFC3 and Robinson Reed through Andy Baum who
was the principal of a Los Angeles, CA consulting firm. At first Plaintiff FFC3 and its
principal Mads Ulrich proposed acting as the syndicator of an offshore Regulation S
offering to provide the bridge financing. As negotiations continued, Plaintiff FFC3 then
introduced Defendant Grifco to Plaintiff Robinson Reed stating that both of them would
provide the bridge loan financing. Throughout this process, Baum assisted the parties in
negotiating a final deal earning himself a finder's fee of $150,000 from the bridge
financing proceeds.
C. Securities Purchase
On September 1, 2005, Defendant Grifco and Plaintiffs FFC3 and Robinson Reed
entered into a ten year Note and Warrant Purchase Agreement (the "Agreement"). The
Agreement set-forth the terms of a convertible promissory note in an amount up to
$2,000,000 which was convertible into shares of Defendant Grifco. (See, Agreement,
Art. I, Section 1.1(a).
Pursuant to the Agreement, Defendant Grifco was required to issue to Plaintiffs
FFC3 and Robinson Reed, a total of 11,150,000 shares of its common stock as a "pledge"
and to register shares of its common stock with the U.S. Securities and Exchange
Commission.
D. Securities Act of 1933 Exemption from Registration
The parties acknowledge in the Agreement that all of the shares, warrants and
shares upon conversion of the warrants (collectively the "securities") were being issued
6
in reliance upon the exemption from securities registration afforded by Section 4(2) of
the U.S. Securities Act of 1933, as amended, and the rule and regulations thereunder
including Regulation D and Regulation S. Ibid.
E. Opinion Letter
As a condition of closing, an expert opinion letter (the "Opinion Letter") was
issued by Levy & Boonshoft, P.C., Attorneys at Law, 477 Madison Avenue, New York,
NY opining on the legality of the issuance of the securities to Plaintiffs under the
Agreement.
In haec verba, the Opinion Letter stated:
"Assuming that all of the Purchasers' representations and warranties in the
Purchase Agreement are complete and accurate, the offer, issuance and sale of the Notes
and the Warrants and the offer, issuance and sale of the Common Stock issuable upon
conversion of the Notes and the exercise of the Warrants are exempt from the registration
requirements of the Securities Act of 1993, as amended." See, Legal Opinion Letter,
Paragraph 7, page 3, Exhibit 1.
E. Plaintiffs' Representations and Warranties
The representations and warranties of Plaintiffs FFC3 and Robinson Reed (this is
the "Purchasers") in the Agreement referred to in the Legal Opinion, are set forth in haec
verba as follows:
* * * * *
Section 2.2 Representations and Warranties of the Purchasers. Each of the
Purchasers hereby represents and warrants to the Company with respect solely to itself and not
with respect to any other Purchaser as follows as of the date hereof and as of each Closing Date:
(a) Organization and Standing of the Purchasers. Ifthe Purchaser is an entity,
such Purchaser is a corporation, limited liability company or partnership duly incorporated or
7
organized, validly existing and in good standing under the laws of the jurisdiction of its
incorporation or organization.
(b) Authorization and Power. Each Purchaser has the requisite power and
authority to enter into and perform the Transaction Documents and to purchase the Securities
being sold to it hereunder. The execution, delivery and performance of the Transaction
Documents by each Purchaser and the consummation by it of the transactions contemplated
hereby have been duly authorized by all necessary corporate or partnership action, and no further
consent or authorization of such Purchaser or its Board of Directors, stockholders, or partners, as
the case may be, is required. When executed and delivered by the Purchasers, the other
Transaction Documents shall constitute valid and binding obligations of each Purchaser
enforceable against such Purchaser in accordance with their terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation,
conservatorship, receivership or similar laws relating to, or affecting generally the enforcement
of, creditor's rights and remedies or by other equitable principles of general application.
(c) No Conflict. The execution, delivery and performance of the Transaction
Documents by the Purchaser and the consummation by the Purchaser of the transactions
contemplated thereby and hereby do not and will not (i) violate any provision of the Purchaser's
charter or organizational documents, (ii) conflict with, or constitute a default (or an event which
with notice or lapse of time or both would become a default) under, or give to others any rights
of termination, amendment, acceleration or cancellation of, any agreement, mortgage, deed of
trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the
Purchaser is a party or by which the Purchaser's respective properties or assets are bound, or (iii)
result in a violation of any federal, state, local or foreign statute, rule, regulation, order,
judgment or decree (including federal and state securities laws and regulations) applicable to the
Purchaser or by which any property or asset of the Purchaser are bound or affected, except, in all
cases, other than violations pursuant to clauses (i) or (iii) (with respect to federal and state
securities laws) above, except, for such conflicts, defaults, terminations, amendments,
acceleration, cancellations and violations as would not, individually or in the aggregate,
materially and adversely affect the Purchaser's ability to perform its obligations under the
Transaction Documents.
(d) Acquisition for Investment. Each Purchaser is purchasing the Securities
solely for its own account and not with a view to or for sale in connection with distribution. Each
Purchaser does not have a present intention to sell any of the Securities, nor a present
arrangement (whether or not legally binding) or intention to effect any distribution of any of the
Securities to or through any person or entity; provided, however, that by making the
representations herein, such Purchaser does not agree to hold the Securities for any minimum or
other specific term and reserves the right to dispose of the Securities at any time in accordance
with Federal and state securities laws applicable to such disposition. Each Purchaser
acknowledges that it (i) has such knowledge and experience in financial and business matters
such that Purchaser is capable of evaluating the merits and risks of Purchaser's investment in the
Company, (ii) is able to bear the financial risks associated with an investment in the Securities
and (iii) has been given full access to such records of the Company and the Subsidiaries and to
the officers of the Company and the Subsidiaries as it has deemed necessary or appropriate to
conduct its due diligence investigation.
8
(e) Rule 144. Each Purchaser understands that' the Securities must be held
indefinitely unless such Securities are registered under the Securities Act or an exemption from
registration is available. Each Purchaser acknowledges that such person is familiar with Rule
144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the
Securities Act ("Rule 144"), and that such Purchaser has been advised that Rule 144 permits
resales only under certain circumstances. Each Purchaser understands that to the extent that Rule
144 is not available, such Purchaser will be unable to sell any Securities without either
registration under the Securities Act or the existence of another exemption from such registration
requirement.
(f) General. Each Purchaser understands that the Securities are being offered
and sold in reliance on a transactional exemption from the registration requirements of federal
and state securities laws and the Company is relying upon the truth and accuracy of the
representations, warranties, agreements, acknowledgments and understandings of such Purchaser
set forth herein in order to determine the applicability of such exemptions and the suitability of
such Purchaser to acquire the Securities. Each Purchaser understands that no United States
federal or state agency or any government or governmental agency has passed upon or made any
recommendation or endorsement of the Securities. Commencing on the date that the Purchasers
were initially contacted regarding an investment in the Securities, none of the Purchasers has
engaged in any short sale of the Common Stock and will not engage in any short sale of the
Common Stock prior to the consummation of the transactions contemplated by this Agreement.
(g) No General Solicitation. Each Purchaser acknowledges that the Securities
were not offered to such Purchaser by means of any form of general or public solicitation or
general advertising, or publicly disseminated advertisements or sales literature, including (i) any
advertisement, article, notice or other communication published in any newspaper, magazine, or
similar media, or broadcast over television or radio, or (ii) any seminar or meeting to which such
Purchaser was invited by any of the foregoing means of communications. Each Purchaser, in
making the decision to purchase the Securities, has relied upon independent investigation made
by it and has not relied on any information or representations made by third parties.
(h) Accredited Investor. Each Purchaser is an "accredited investor" (as
defined in Rule 501 of Regulation D), and such Purchaser has such experience in business and
financial matters that it is capable of evaluating the merits and risks of an investment in the
Securities. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and such Purchaser is
not a broker-dealer. Each Purchaser acknowledges that an investment in the Securities is
speculative and involves a high degree of risk.
(i) Certain Fees. Except as disclosed on Schedule 2.2(i) attached hereto, the
Purchasers have not employed any broker or finder or incurred any liability for any brokerage or
investment banking fees, commissions, finders' structuring fees, financial advisory fees or other
similar fees in connection with the Transaction Documents.
G) Independent Investment. No Purchaser has agreed to act with any other
Purchaser for the purpose of acquiring, holding, voting or disposing of the Securities purchased
hereunder for purposes of Section 13(d) under the Exchange Act, and each Purchaser is acting
independently with respect to its investment in the Securities.
9
(k) Residency. The Purchaser is a resident of the jurisdiction set forth
immediately below such Purchaser's name on the signature pages hereto.
(1) Foreign Buyer. The Purchaser is not a "U.S. person" as defined under
Rule 902(0) of Regulation S under the Securities Act. The Purchaser is not acquiring the
Securities for the account or benefit of any U.S. person.
(m) Offshore Transaction. The document effecting this purchase and sale has
been executed by the Purchaser outside the "United States" (as defined in Rule 902(P) of
Regulation S). The Purchaser is acquiring the Securities in an "offshore transaction" (as defined
in Rule 902(i) of Regulation S). The Securities were not offered to the Purchaser in the United
States and at the time of execution of this Agreement and the time of any offer to the Purchaser
to purchase the Securities hereunder, the Purchaser was physically outside of the United States.
* * * * *
See, Exhibit 2, Note and Warrant Purchase Agreement dated September 1, 2005, Section
2.2 passim, pages 12-15.
III. ARGUMENT
A. Lack of Standing
"Standing" under Art. 3, Section 2, cl. 1 of the U.S. Constitution is a threshold
jurisdictional issue that must be addressed before deciding a case on the merits. Friends
of Gateway v. Slater, 257 F.3d 74 (2nd Cir. 2001) cert den. 534 U.S. 1128. To have
"standing" a party must have suffered an "injury-in-fact" and standing cannot be inferred,
but must affirmatively appear in the record. ; Gully v. National Credit Union Admin. Bd.,
341 F. 3d 155 (2nd Cir. 2003). The party invoking federal jurisdiction bears the burden of
establishing the elements of standing. Ibid.
Plaintiffs Robinson Reed and FFC3 have admitted to Jim Dial, President and CEO
of Defendant Grifco that they have syndicated the Securities purchase in Defendant
Grifco to over 60 persons. See, Declaration of Jim Dial. At one time, Plaintiffs
Robinson Reed and FFC3 demanded that Defendant Grifco immediately send them
10
$500,000 so they could placate the demands of these 60 persons some of whom were
presented by attorneys. See, Declaration of Jim Dial.
Plaintiffs Robinson Reed and FFC3 lack standing because they have not suffered an
injury-in-fact. U.S.C.A. Const. Art. 3, Section 2, Cl. Plaintiffs Robinson Reed and FFC3
have failed to join the 60 persons to whom they syndicated the securities purchase in
Defendant Grifco and these persons are indispensable parties because they are the ones
who have suffered an injury-in-fact.
This court should not proceed without the joinder of these indispensable parties so
as not to impair their rights and to further the public interest in rendering a complete,
consistent and efficient settlement of the controversies. Fed. Rules Civil. Proc., Rule
19(b), 28 U.S.C.A. See, Ente Nazionale Idrocarburi v. Prudential Securities Group, Inc.,
744 F. Supp. 450 (SDNY 1990); Friends of Gateway v. Slater, 257 F.3d 74 (2nd Cir.
2001) cert den. 534 U.S. 1128; Gully v. National Credit Union Admin. Bd., 341 F. 3d
155 (2nd Cir. 2003); and New York Public Interest Research Group v. Whitman, 321 F.
3d 316 (2nd Cir. 2003). Further, the court must address any jurisdictional standing
question first before deciding the merits of Plaintiffs Robinson Reed and FFC3
opposition to the removal from New York state court. See, Friends of Gateway v. Slater,
supra.
B. Contractual Right to Enforce Forum Selection and Removal
Although the Agreement contains a New York choice of law provision (see
Agreement, Art. VII, Section 7.9), it is the Note that contains a consent to the "exclusive
jurisdiction of the United States District Court sitting in the Southern District of New
York and the courts of the State of New York located in New York county for the
11
purpose of any suit, action or proceeding arising out of or relating to this Note". (See,
Note, Art. IV, Section 4.4)
The parties entered into an express contractual forum selection provision. Under
New York law, specific performance of a contractual provision is a species of equitable
relief. Restatement (Second) of Contracts Section 359. This contractual right is
independent of removal.
The right to remove actions from state to federal court is governed by Section 1441
of Title 28 of the U.S. Code, the general removal statute. The statute permits removal
only when the federal court would have had original jurisdiction of the action had the
plaintiff brought it in federal rather than state court. Thus, cases raising federal questions
and cases involving diversity of citizenship may be removed to federal court.
If the initial complaint doesn't meet this litmus test, the case may still be removed if
an amended pleading or other filing subsequently provides grounds for removal. For
example, if a plaintiff sues a defendant for common law fraud in state court, but in a later
amended complaint adds a claim under federal securities law, the defendant then has
another 30 days in which to file a notice of removal.
Here, Defendant filed its Notice of Removal on January 25, 2007, only 9 days after
receiving notice of the Demand Letter on January 17, 2007 (the same day it was written).
There is no nice way of saying it, but Plaintiffs' and its counsel actively concealed their
intent to sue Defendants' agent in California for 10b-5 securities fraud when they filed
the New York State court action.
Whether this conduct falls under Rule 11, general principles of fraudulent
concealment, or just plain notions of fairness, Plaintiffs should be estopped from taking
12
advantage of this fraud. No citation is necessary for the general principle that how to
deal with such matters is left to the sound discretion of this court.
Alternatively, the court may grant removal of the 10b-5 securities fraud claims and
remand all matters in which State law predominates.
C. 10b-5 Claims
Section 10(b) of the Securities Exchange Act makes it "unlawful for any
person…to use or employ, in connection with the purchase or sale of any security…any
manipulative or deceptive device or contrivance in contravention of such rules and
regulations as the U.S. Securities Exchange Commission may prescribe. 15 U.S.C.A.
Section 78j. The Supreme Court has explained that the phrase "in connection with" in
Section 10(b) should be "construed ‘not technically and restrictively, but flexibly to
effectuate [the statute's] remedial purpose. SEC v. Zandford, 535 U.S. 813, 819 (2002)
quoting Affiliated Ute Citizens v. Untied States, 406 U.S. 128 (1972).
The Supreme Court has held that there are six elements that a plaintiff must allege
and prove in order to prevail in a Rule 10b-5 action:
1. The defendant made a "material misrepresentation or omission";
2. the defendant acted with "scienter," or a "wrongful state of mind" (typically understood
to mean that the defendant intended to make the material misrepresentation or omission,
or acted with recklessness in making the misrepresentation or omission);
3. the material misrepresentation or omission was made "in connection with the
purchase or sale of a security";
4. the plaintiff who was allegedly victimized by the fraud relied upon the material
misrepresentation or omission;
13
5. the plaintiff suffered an economic loss as a result of the alleged fraud; and
6. the plaintiff can allege and prove "loss causation," which means that the
allegedly fraudulent misrepresentation or omission caused the plaintiff's economic loss.
See, Dura Pharmaceuticals, Inc. v. Broudo, 544 U.S. 336 (2005).
At the case at hand, Plaintiffs Robinson Reed and FFC3 committed 10b-5 fraud
when they purchased Securities from Defendant Grifco all the time falsely representing
and warranting that as "Purchasers" they were acquiring the Securities for their own
account without a view towards distribution" knowing that this representation was both
false and material to the issuance of the Securities to them based on an exemption from
registration under Section 4(2) of the Act and Regulation D and S promulgated
thereunder.
It should be noted that the 2nd Circuit has made it clear that the pledge of
securities (e.g. the pledge of 11,150,000 shares of the common stock of Defendant Grifco
to Plaintiffs Robinson Reed and FFC3) constitute a purchase or sale of securities under
10(b). See, Chemical Bank v. Arthur Andersen & Co., 726 F. 2d 930, 939 (2d Cir. 1984)
and Mallis V. Federal Deposit Insurance Corp., 568 F. 2d 824, 830 (2d Cir. 1977).
This 10b-5 fraud entitles Defendant Grifco to demand rescission of the Securities
purchase Agreement with Plaintiffs Robinson Reed and FFC3 the salutary effect of which
is to render "null and void" the toxic penalties and interest provisions in the Agreement
which total over $2,000,000 on a $1,200,000 investment. See, Declaration of Jim Dial.
D. Necessity for Special Master or Equity Receiver
Through their own admissions, we know that Plaintiffs syndicated the Securities to
over 60 investors. Payment of monies due these 60 investors from the Defendant should
14
not be left up to chance. One could not reasonably trust Plaintiffs to perform this
fiduciary function after misleading the court into thinking that they were the real parties
in interest.
The appointment of an equity receiver or special master rests in the sound
discretion of the court and a remedy often granted to the SEC in enforcement
proceedings. With the appointment of an equity receiver or special master in place,
Defendant Grifco can pay into the registry of the court the monies due the 60 investors.
Each of these investors of course should submit proof of claims and comply with U.S
Patriot Act's anti-money laundering and terrorist financing provisions.
IV. CONCLUSION
Defendant submits that Plaintiffs' lack of constitutional standing is fatal.
Accordingly, Plaintiffs' pleadings in opposition to removal should be dismissed and/or
stricken. Plaintiffs then have the "Hobson Choice" to bring in the 60 plus investors to
whom they syndicated the Securities as party plaintiffs since they are the real parties in
interest. The 10b-5 securities fraud claims should be removed to federal court whereupon
disposition all other matters wherein New York state law predominates may be remanded
to the extent necessary.
Respectfully submitted,
ALAN C. LIPPEL, ESQ.
By:__________________________
Alan C. Lippel, Esq.
Attorney for Defendant
15
Attorney for Defendant
Alan C. Lippel, Esq.
79 Main Street
Hackensack, NJ 07601
201-487-6969 (tel)
212-233-1230 (tel) and 212-619-6743 (fax)
Of Counsel:
Herman Wun, Esq.
26 Broadway, 25th Floor
New York, NY 10004
212-509-8809 (Tel)
212-809-6422 (Fax)
TO: CLERK OF THE COURT
UNITED STATES DISTRICT
COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK
500 Pearl Street
New York, NY 10007
Attorney for Plaintiffs
Eric O'Connor, Esq.
Sheppard, Mullin, Richter & Hampton LLP
30 Rockefeller Plaza, Suite 2400
New York, NY 10112
212-332-3800 (Tel)
212-332-3888 (Fax)1
UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK (FOLEY SQUARE)
This a completely false accusation against BBB
and is a TOU violation.
http://biz.yahoo.com/ap/070328/scotus_investor_lawsuits.html?.v=5
For those thinking of suing Downs,
interesting article.........
good post
Bought and paid for rulings in the Court of Appeals
and in the Supreme Court.
New high?
Over 15.6 million shares traded today.
Dropped to .012 and ended up at .019.
I wonder if this was the run by shorts
I've been expecting.
I wonder if some news is forthcoming.
I wonder why I didn't wait to average down today.
:(
None bailing
we're just sitting back feeling sorry for or
laughing at anyone buying this junk.
as for future investors....
RVs will torch your $ before it ever
becomes anything other than what it is....
a scam.
Wikipedia
is a poor resource and it amazes me that anyone relies
on it as a knowledge base.
You are 100% correct in your analysis.
The problem by and large that shareholders are having with JD
is the fact that we're not seeing results that protect
our investment in GFCI or increase shareholder value.
It's not a matter of longs being impatient. We've been very
patient especially since May 10th of 2006 only to see SP tank.
We've seen PRs which are demoralizing in their effect overall.
Most longs want very much to support JD and want to believe
in this investment.
When SH see something solid such as UERI going public,
confidence will improve slightly.
When UERI dividend shares are paid, their shaken confidence
will undergo a restoration. Until then, imo, most have a wait
and see attitude currently along with a great deal of frustration.
*cough*
Or did you mean to say:
RVME is a fully reporting JOKE??!!!!!!
Well when I saw Gina D
thought she had a nice rack
and then stupid me bought this garbage
two-three RS's ago.
Then there was no bounce near the bottom
and whoosh, like flushing $ down the toilet.
1 million shares have become 1 share.
See what happens when a nice rack turns an old man's head.
hehe
You're juggling apples and oranges there.
Or would cats and dogs be better?
That's like saying GFCI is on the same planet, in the
same universe and it just doesn't fly. Different countries=
different laws. It's STILL OFF TOPIC.
Wayne Newton is in Nevada, by your logic, he's guilty
of securities fraud in Canada.
The difference is so obvious you are back on ignore.
The statement of allegations is made by:
The Ontario Securities Commission which, btw,
is in CANADA. It has nothing to do with GFCI.
From Cyo's own post:
Ontario Securites Commissions: http://www.osc.gov.on.ca/Enforcement/Proceedings/SOA/soa_20061227_suljabros.jsp
IN THE MATTER OF THE SECURITIES ACT
R.S.O. 1990, c.S.5, AS AMENDED
- and -
SULJA BROS. BUILDING SUPPLIES, LTD. (NEVADA),
SULJA BROS. BUILDING SUPPLIES LTD.,
KORE INTERNATIONAL MANAGEMENT INC.,
PETER VUCICEVICH AND ANDREW DeVRIES
STATEMENT OF ALLEGATIONS
OF STAFF OF THE ONTARIO SECURITIES COMMISSION
http://www.osc.gov.on.ca/Enforcement/Proceedings/SOA/soa_20061227_suljabros.jsp
STATEMENT OF ALLEGATIONS
OF STAFF OF THE ONTARIO SECURITIES COMMISSION
This is a Canadian Gov website.
period, end of story.
GFCI isn't doing this in Canada to anyone's knowledge that I'm aware of.
Therefore, it's off topic.
Except JD can deliver explanations
which then make it: not fraud.
That's the problem with Pinks....too much latitude.
It's also why they are such a risk.
Off topic imo
Canadian law has nothing to do with GFCI imo.
Check it out
UVSE
Universal Energy Corp
Wonder why there's been no discussion about this?
There's the PR with it about the UERI dividend shares
April Fools in advance!
ROTFL!!!!
GFCI is a PINK
Dial doesn't have to give out the information
you're demanding. That's why he hasn't done it....
Thanks for the laugh!
So "someone" got another separate entity involved
in a lawsuit back in '05 against a brokerage house.
This "someone" didn't bring the lawsuit themselves.
I don't see that someone listed as "Plaintiff" on the documents.
A class action lawsuit against a brokerage house
doesn't exactly speak volumes here concerning GFCI, imo.
In most class action lawsuits, the lawyers make the $
and the little guy gets squat.
I don't see any individuals currently suing GFCI.
It appears it isn't in their best interests.
I have on the other hand, successfully sued a much
larger corporation and MY name WAS listed as Plaintiff.
So I CAN say for a FACT, I was the PLAINTIFF.
I say successfully sued as they settled out of court
once they realized they stood to lose and lose big.
I won and was made whole and that's what matters, imo.
That CFTC lawsuit lends little credence to our current dilemma
of waiting on something real and credible from JD.
There's enough in the works currently to make patience
a genuine consideration, imo.
In the meantime, if the UERI dividend is paid then
JD will begin establishing his credibility.
This begins with taking UERI public which would be a step
in the right direction, imo.
Imo, JD didn't hijack the company.
He has taken a mess and by all appearances
is moving bit by bit to straighten it out
in spite of hindrances placed in the way.
We'll know soon enough.
Isn't RR somehow based in the Cayman Islands?
Perhaps this will have some impact on them in the GFCI lawsuit:
---------------------------------------------------------------
The Voice of the White House
TBR News March 23, 2007
http://millionaires.proboards86.com/index.cgi?board=main&action=display&thread=1174792927
Washington, D.C., March 23, 2007: "There are two deadly financial scandals that will break or which are in the process of breaking. One is the so-called "sub prime mortgage" swindle and the other is the coming collapse of the hedge funds.
In the first instance, unscrupulous mortgage vendors, deliberately target unsophisticated young potential home buyers or the elderly minorities and lured them with promises of very low rate mortgages. Of course the small print in light gray ink and 8 point type informed the poor sucker that, yes, you had a very low initial rate but soon enough, the rates could double or triple. And guess what, kids, they did. And all across America, the banks and final holders of these con jobs results found their mortgages were worthless because the holders could not pay. Of course this was well-known to the initial con men but very often not to the banks or the victims holding the mortgages. All across America, sub prime mortgages giants quietly took their profits and moved to Spain, leaving tens of thousands out on the streets and a growing number of unoccupied, and unsaleable homes. The greedy banks and other mighty financial institutions, seeing how many hundreds of millions the initial salesmen were making, rushed to invest, something they will very soon regret.
While this drama is unfolding, another is in the wings, waiting to lumber onto the stage and explode. One of my friends in the FBI's White Collar Crime told me that most of the huge hedge funds are nothing but shells as their owners are operating one of the largest Ponzi schemes ever. Hundreds of billions have been looted and many of the very flush ceos and their staffs have bought homes in foreign countries to be near the billions they have looted. In the first case, it is the poor that have been deliberately screwed and in the latter, the greedy rich."
London's Cayman Islands: The Empire of the Hedge Funds
March 9, 2007
by Richard Freeman
Executive Intelligence Review.
On Feb. 27, the world's hedge funds, through their manipulation and miscalculation of the yen carry-trade, led to a violent unwinding of that carry-trade, which triggered disintegration of the world financial structure. Stock exchanges fell, from the Dow Jones exchange in the United States, to China's Shanghai composite index, to Brazil's Bovespa index, shedding more than $1.5 trillion in paper losses. Secondary incidents contributed to setting off the downturn. But hedge funds had already bled the major international commercial banks and corporations into absolute bankruptcy, and had leveraged borrowed funds and derivatives into the biggest financial tumor ever. That, combined with their yen carry-trade role, amplified the effect of the secondary incidents, and is now driving the financial system further into systemic breakdown.
And where are those hedge funds? Though they may have offices in locations like Greenwich, Connecticut, or New York City, 8,282 out of the total of 9,800 hedge funds operating at the end of the third quarter 2006 worldwide, were registered in the Cayman Islands, a British Overseas Territory, run like a dictatorship by a Royal Governor appointed by Queen Elizabeth II, with a total population of 57,000 people.
There is good reason for this. The Cayman Islands Monetary Authority (CIMA) is supposed to "regulate" the hedge funds, but instead runs a protection racket for their derivatives trading and tax sheltering. The CIMA gives each hedge fund, at registration, a 100-year exemption from any taxes; shelters the fund's activity behind a wall of official secrecy; allows the fund to self-regulate; and prevents other nations from regulating the funds by insisting on first and final authority in this area.
And the remainder of the world's hedge funds, not registered in the Cayman Islands? Most are registered in other British Overseas Territories and satrapies, such as the Bahamas, Bermuda, the British Virgin Islands, and the Isle of Man.
Global Financial Oligarchy's Instrument
Since mid-January, forces internationally--ranging from the Danish government, to German Vice Chancellor Franz Müntefering (who has famously labeled hedge funds "locusts"), to U.S. Sen. Carl Levin (D-Mich.)--have directed initiatives geared to regulating, and potentially bringing under control the predatory activities of the world's hedge funds. For his efforts, Müntefering was outrageously attacked on Feb. 14 by the German edition of the Financial Times, the London financier oligarchy's mouthpiece, as an "anti-Semite."
The Müntefering, Levin, and other initiatives, though reflecting a well-intentioned impulse, don't recognize the real nature of the beast; accordingly, they will not solve the problem. For the Anglo-Dutch oligarchy, closely intertwined banks and hedge funds are its foremost instruments of power, to control the financial system, and loot and devastate companies and nations.
Recognizing that this financial system is fracturing, the oligarchy will go to general nuclear war against Iran, Russia, and China, rather than lose its instruments of power. Therefore, it is impossible to think of hedge-fund reform in the United States, or in Germany, because the real source of power of hedge funds in these countries, lies outside in the Cayman Islands, ensconced in a fortified shell. Leaders such as Müntefering or Levin, must be prepared to break the power of the Cayman Islands--which means the death grip of the Anglo-Dutch oligarchy, if they are to achieve anything of value at all.
This oligarchy made changes in the Cayman Islands so that the hedge-fund "slime-mold" would find hospitable grounds for growth. The hedge funds' growth in the Caymans, in turn, fueled their growth internationally.
The three island specks in the Caribbean Sea, 480 miles south from Florida's southern tip--which came to be known as the Caymans, after the native word for crocodile (caymana)--had for centuries been a basing area for pirates who attacked trading vessels.
Though under British rule for centuries, the Caymans officially became a British Crown Colony in 1971, though later the term was changed to the euphemistic moniker British Overseas Territory; then as now, Queen Elizabeth II rules firmly, appointing the Islands' Governor, etc.
In 1993, the decision was made to turn this tourist trap into a major financial power, through the adoption of a Mutual Funds Law, to enable the easy incorporation and/or registration of hedge funds in a deregulated system. (Technically, a hedge fund is a type of mutual fund, but not your grandfather's type.*) According to a firm that incorporates hedge funds, "The Mutual Fund Law was established ... to position the Cayman Islands as a hub in the financial industry."[ /b]
According to representatives of Charles Adams, Ritchie & Duckworth, a Cayman Islands law firm that is involved in the hedge-fund business, the Cayman Islands offer prospective hedge funds:
"No regulatory restriction on investment policies or strategies, commercial terms..., or choice of service providers....
"Tax-neutral environment with no direct corporation, capital gains, income, profits or withholding taxes applicable to funds" (emphasis added).
The ease of setting up a hedge fund was brought home in a telephone discussion with a member of the Cayman Islands Monetary Authority, which is charged with "regulating" them. From the day of application, it takes but two to five days for a hedge fund to be approved, and costs $3,600 in total fees, a mere drop in the bucket. To invest in a hedge fund, an investor must put up at least $100,000. From then onward, the hedge fund must produce an annual account, audited by a Caymans local accountant. If one recalls how Arthur Andersen LLP and other accountants carried out audits in recent years, it is apparent that this does not have to be a high hurdle.
The only information that the CIMA will release about a hedge fund, is that it is registered, and where its registered office is. The names of investors and other minimal information are kept strictly secret. Since the Cayman Islands have no tax laws, the CIMA shares little or no information with other nations' authorities on tax matters. On other matters, it is up to the CIMA whether it will "share or divulge information."
On the whole, neither the United States' Securities and Exchange Commission, nor other countries' regulatory bodies, have any regulatory authority over hedge funds. Moreover, neither the SEC, nor other bodies, have pierced the CIMA's armor.
The 1993 Mutual Fund Law had its effect: with direction from the City of London, the number of hedge funds operating in the Cayman Islands exploded: from 1,685 hedge funds in 1997, to 8,282 at the end of the third quarter 2006, a fivefold increase.
Cayman Island hedge funds are four-fifths of the world total.
Globally, hedge funds hold $1.44 trillion in assets under management, but through using leverage of anywhere from 5 to 20 times, they command up to $30 trillion of deployable funds.
But the Anglo-Dutch oligarchy built an entire financial superstructure on the Cayman Islands. Aside from the Caymans' huge holdings of hedge-fund assets, the Islands' banking system possesses assets of $1.41 trillion (though this includes some overlap with the hedge fund assets). The offshore, unregulated Cayman Islands has the fourth-largest banking system in the world--after those of the United States, Japan, and Britain. Compare: The United States has 300 million people, the Cayman Islands has 57,000.
The Cayman Islands also is the world's number-two jurisdiction for captive insurance companies (a type of limited-purpose, and increasingly speculative insurance company). Cayman licensees hold $29.6 trillion in assets.
The Queen's Men
To have the Caymans function as an epicenter for globalization and financial warfare, the Anglo-Dutch oligarchy hand-selected the top Cayman officials.
Since late 2005, the Governor of the Islands, approved by the office of the Queen, is Stuart Duncan Jack, a career officer of the British Foreign Office. For his service, Jack was knighted Commander of the Royal Victorian Order, a chivalric order founded by Queen Victoria, which ranks above that of the Order of the British Empire.
Timothy Ridley, the chairman of the vital Cayman Islands Monetary Authority, is a lawyer who was knighted as a member of the Order of the British Empire for his role in building up the hedge funds and their infrastructure during the 1990s.
Two Americans on the board of the CIMA, further indicate the nasty character of that institution.
Warren Coats, who served for 26 years with the International Monetary Fund, was called in by the United States to be an advisor to Iraq and Afghanistan on "rebuilding money and banking systems"--which has resulted in disaster.
Richard Rahn, a member of the Mont Pelerin Society, the oligarchy's coordinating center for deregulation and elimination of the nation-state, is also the head of the Center for Economic Growth. This Center is an offshoot of the rightist FreedomWorks Foundation, run by C. Boyden Gray, heir of the Reynolds Tobacco fortune; and by former House Majority Leader thingy Armey (R-Tex). Rahn's buddy and intelligence operative Gray helped arrange the European Union Savings Directive, which permitted the Cayman Islands government to exempt the hedge funds there from reporting to European countries their "cross-border income."
In addition to the Caymans, the offshore British Virgin Islands has over 2,000 hedge funds registered, and Bermuda has over 500. (*Note that the total number of hedge funds officially registered in British outposts, combined, exceeds the world total, in this unregulated sector.)
The Real Enemy
With the power accumulated from these unregulated offshore British outposts led by the Cayman Islands, the Anglo-Dutch financial oligarchy has assembled an incredible strike force, above and against the interest of nation-states.
Hedge funds are the dominant force in the Japanese yen and to an extent, the Swiss franc carry-trade. The carry-trade has provided an enormous source of liquidity for some of the most risky derivatives and leveraged financial games in the world. The unwinding of this trade, represented by the 3.6% appreciation of the yen from Feb. 26 to March 2, by itself can bring down the world financial system.
According to reports, during 2005, the hedge funds were responsible for up to 50% of the transactions on the London and New York stock exchanges.
Senators Carl Levin and Norm Coleman (R-Minn.)--chairman and ranking member of the Senate Permanent Investigations Subcommittee of the Homeland Security Committee--have shown that the hedge funds are a center for circulating hundreds of billions of dollars in hot-money flows and tax shelters. They document a case of the brothers Sam and Charles Wyly of Texas, who used two Cayman Island hedge funds to store and shelter $300 million from taxes in the United States.
The hedge funds are among the biggest speculators in some of the most precarious derivatives instruments, like credit derivatives, and collateralized debt obligations (CDOs), which are adding instability to the shaking world financial system.
The hedge funds are leading a frenzied wave of mergers and acquisitions, which reached nearly $4 trillion last year, and they are buying up and stripping down companies from auto parts producer Delphi and Texas power utility TXU, to Office Equities Properties, to hundreds of thousands of apartments in Berlin and Dresden, Germany.
This has led to hundreds of thousands of workers being laid off. They are assisted by their Wall Street allies.
Taken altogether, the hedge funds, with money borrowed from the world's biggest commercial and investment banks, have pushed the world's derivatives bubble well past $600 trillion in nominal value, and put the world on the path of the biggest financial disintegration in modern history.
At the same time, in this Anglo-Dutch mix are the big banks, like the British Crown's Dope, Inc. bank, the Hong Kong and Shanghai Bank, Europe's biggest; and the Dutch ABN-Amro, which owns the old-line British Empire investment bank Barings. With this integrated force, using the Cayman Islands as a basing operation, the Anglo-Dutch Liberals have leverage over the world financial system.
The hedge funds' wild forays cannot be controlled by neat resolutions on open reporting. The hedge-fund issue involves the Anglo-Dutch oligarchy, which believes it is in an end-game war, and will do anything to preserve its power. This is the level of the fight by any force serious about tackling the hedge-fund question.
--------------------------------------------------------------------------------
* EIR's "Glossary of the Global Financial Casino," published May 27, 2005, defines a hedge fund as "a form of mutual fund used by wealthy individuals and institutions to engage in aggressive speculative activities prohibited to ordinary mutual funds. Hedge funds are restricted by law to no more than 100 investors per fund, and these investors are presumed to be sufficiently knowledgeable to understand the risks. Most hedge funds have extremely high minimum investment amounts ranging from $250,000 to well over $1 million.
http://www.tbrnews.org/Archives/a2654.htm
It's interesting that certain parties
with certain opinions are leaving at this time.
It almost makes me wonder what's in the wind
about GFCI that would cause this to happen.
I agree.
I think the next RS is possible before the end of April.
I'm still willing to bet there will be one mid-june.
This is certainly
the opinion of the day and imo, it is fast becoming shared
by many of the long shareholders:
"IMO, If Jim Dial would deliver something, anything, the "shorts" (if any) would run and the stock would run up!"
There is definitely a very real pressure to deliver
something genuine and substantial.
I agree.
Imo, this is a hypothesis:
"There is no unique technology. There is no profitability. There is an ever increasing O/S and float."
However, it is a very strong hypothesis and is quite logical.
Imo, it details the most likely state of current IDWD affairs.
It was possible at one time the technology was unique.
Imo, there is competition that smothers what IDWD claimed.
Now I can agree with you that it IS most likely Downs
has taken long shareholders for a ride.
excellent post.
Perhaps the recent move
by some shareholders to cert their shares
has helped show there IS a possible short problem
I'm quite skeptical
that he answers emails to you
but not to me
Can you say lawsuit?
Forward looking statements only cover so much.
A RS
doesn't count as a bounce to a nickle
fyi: SEC Documents You Should Know
http://www.briefing.com/GeneralInfo/Gold/Features/LearningCenter/edu_SEC_Documents.htm
The Securities and Exchange Commission was created in the '30s, after the 1929 crash to help protect investors. One of the requirements that the SEC instituted to help keep investors informed are the filing requirements. Here's a list of the basic SEC filing requirements and forms.
Filing Requirements
All public companies are required to file financial documents with the SEC, unless they meet certain exemptions.
Public companies can be exempted from filing the standard SEC forms if they have less than 500 stockholders and less than $10 million in total assets. Exceeding either of these criteria requires them to file.
*However, non-filing companies are required to provide shareholders with financial information on request. If you own stock in a non-filing company, you can call them and ask for financial data.*
All other companies must file regular reports of all kinds with the SEC. Since 1996, these filings must be made in an SGML coded format in order to be easily stored in the EDGAR database operated by the SEC. There are numerous sources on the Internet for accessing these electronic filings.
Registration Forms
S-1 and S-2 forms are the initial filings by a private company that intends to become public. The filing of this form is the first step in an IPO. The forms require disclosure of the current owners of the stock, the past revenue and earnings history, a description of the business plan, all known risks associated with the stock (many of these are boilerplate), and the company's intentions for the capital raised.
S-1's are typically filed first with blanks for such things as the number of shares to be sold and the price. An S-1/A is filed when these "blanks" are known.
A 424A or 424B filing is an amendment to the original S-1 or S-2 filings but which contains a substantial change other than filing in the blanks of the original S-1.
An S-4 filing is used for new securities issued when two existing public companies merge or combine businesses.
Financial Reporting Forms
10-K The annual financial filing form required of all companies. The 10-K is the single most complete description of a company, with a complete description of all risks and history of the business. The 10-K must be filed within 90 days after the closing of the company's fiscal year.
10-Q The 10-Q is the quarterly filing of financial reports. It often does not have the three-year history of financials as the 10-K does, though some companies include this. The 10-Q must be filed within 45 days of the closing of the quarter. There is no 10-Q for the fourth fiscal quarter, as the 10-K fulfills this function.
Amendments to previously filed 10-Ks and 10-Qs are identified with a "/A" as in 10-K/A.
Material Events
Whenever a "material" event occurs, the company must file a Form 8-K describing the event and its possible effect on the company's business. By the very nature, 8-K reports have no schedule. A material event includes such things as bankruptcy, a lawsuit, a merger, resignation of a key officer or director, patent denial, or other significant event.
Insider Transactions
"Insider" is a general term for officers and directors of a company. However, most "insider" rules also apply to shareholders who have more than 10% of the company's stock.
Restricted stock, in general, is stock that has been purchased in any way other than a public offering. There may or may not be actual restrictions imposed by the company or underwriters on how the owner can dispose of the stock (often there are). However, for SEC purposes, restricted stock means stock sold directly by the company to an investor in a privately arranged sale. Exercise of stock options generally does not fall into this category.
Form 144 filings report the proposed sale of any restricted stock. While this includes company insiders, it also includes anyone who owns restricted stock, as defined above, regardless of how many shares.
It is important to note that many "insider" trading reporting agencies list filings of Form 144 by directors and officers, but do not include Form 144 filings by unaffiliated shareholders.
It is also important to note that the filing of a Form 144 does not obligate the filer to sell any or all of the shares listed. The filer has 90 days in which to make the transaction, or portion of it. If the 90 days passes without a transaction, a new Form 144 may be filed.
Form 3 filings state the ownership totals for a new officer, director, or 10% owner.
Form 4 filings state the changes to an insider's holdings when they occur. The Form 4 includes purchases and sales as well as exercise of options, disposition by gift, or other transactions.
Form 5 filings are an annual summation of the Form 4 changes to give a annual summation of the ownership by officers, directors, and 10% owners.
Large Position Shareholders
Forms 13D and 13G are used to report positions by large shareholders, defined as any shareholder who owns more than 5% of the outstanding shares.
Form 13D is a required filing by any entity which becomes a 5% holder. This filing must be made at the time (within 10 days) the holder crosses the 5% threshold.
Form 13G is the same form, but used when the person or entity is making the purchase for "investment" only.) Additional purchases by this holder do not have to be reported on Forms 3, 4, or 5, until the holder crosses the 10% threshold.
I agree
The trick is not to TOU in the process.
Don't make such assumptions and then attribute them to me.
I said suits, not Jim Dial.
I specifically did NOT say Jim Dial.
I specifically DID say suits.
The GFCI shareholder meeting was in part, a strange event.
Now what if Jim Dial is caught in a bizarre crossfire
so to speak between the suits and other extraneous factors?
This is a hypothesis.
I've learned there are so many factions in this melodrama,
it is quite unbelieveable except, they do exist. They seem
to have the most bizarre effect on the circumstances
surrounding GFCI.
What I find is: JD is at the center of an unnatural storm which
by my DD, I find slowly being sorted out (at this time).
I may not agree with the JD's methodology, but I'm not him.
Again, this is a hypothesis to explain some GFCI events.
JD and or events may prove me right or wrong.
We'll only know in time.
I'm currently a curious observer with the ability, means
and patience to see how this turns out and have passed
no judgement. I know enough to know it would be incorrect for
me to currently pass judgement. Therefore, I am not bashing.
I am entitled to my opinion whether it is appreciated or not.
I am entitled to propose any hypothesis I suspect is correct.
I am entitled to watch as others disagree.
I am entitled to not engage and debate with dissenters.
I am entitled to ignore whom I choose.
I am entitled to wait and see if events prove me right
rather than post every piece of GFCI DD I have found.
I went and saw the very GFCI tools that were posted once to
not even exist and was served derision.
I will not reward such behavior by offering any DD of mine
except what I choose when I choose in the manner I choose.
"known to a publicly held copororate officer."
What's a "copororate officer" ? (just joking)
It IS funny if you try to say it out loud.
There's no such word as "irregardless".
Here's a hypothesis:
The results of the two audits weren't released because
there was a desire on the part of the major players
inside GFCI for the long retail investors to bail out.
One haunting conclusion I left the shareholder mtg with was
that most of the suits in the room wanted the rest of the
room to just go away. Some have bailed. Most of the larger
long shareholders have held on and even continued to average
down. There's somehow the feeling of a game of chicken and
who will blink first, the suits or the longs.
It's just a hypothesis mind you.
I disagree.
Lintenman shows the very thing this GFCI board is about,
Freedom of Speech and the right to speak one's opinion
about it from their own moral perspective.
Imo, the verdict isn't in.
Lintenman is 100% entitled to his opinion.
I believe we still have some things to see sorted out
in GFCI and hopefully this will happen sooner than later.
The difference in the last PR which said dividend instead
of share exchange was noticeable, but still not hard
evidence one way or the other to prove:
GFCI: scam or not a scam.
It's a matter of IF/WHEN any of this actually happens.
I'm not holding my breath but I haven't pronounced
judgement on GFCI yet either.
I've never seen such a mess as GFCI with so many twists
and turns in things behind the scenes, away from public view.
I am just curious enough and able to see it played out.
I mean here's a company with real and tangible assets
that's selling product and bringing in income,
but the pertinent facts necessary to a solid investment
decision are sorely lacking. Then it gets topped off with
some PRs that are an embarrassment to a long position.
Imo, it's unique enough to stick around and see what happens.
I don't instruct anyone to invest in it.
I don't instruct anyone to sell it either.
I don't do either of these things because while there's plenty
to make normal rational assumptions about,
there's still too much missing from public view
that seems to miraculously appear behind the scenes.
What a soap opera.
Bleh, and I destest soap operas.
I prefer action and dramas myself.
There must be an element of drama in GFCI
that keeps me interested in the outcome.
1st question answer
deals fall apart, there's nothing we can prove.
2nd question:
Jerry Griffith is not Jerry Swinford and it's very possible
that the sale failed due to issues between them or a failure
by Swinford to produce the motors or any number of things.
What if Swinford wanted the deal to fail?
We don't know.
The bottom line is it didn't happen.
It's not black and white.
Imo, it's not proven or GFCI would already be shut down.
That's what I base my opinion on.
Therefore, it is possible it is a scam.
It's also possible it isn't.
Please explain how my posts are a personal attack
on you by IHUB TOU rules.
My posts were not a personal attack
as proven by posts made towards me as a moderator here
which were restored as I was following your example as
a moderator and found this to be an error in judgement
despite your longevity here.
My post WAS quite possibly annoying to you,
however some of yours are likewise annoying.
I reposted the same idea with changes and they were ALL
deleted. I have taken it up with Ihub Admin.
Since the SEC cracked down on email spammers looking
to influence prices of some stocks, there's a rumor
that their next target is message boards and those
who try to influence retail investors.
Your comment:
For the 100,001th time, to help prevent anyone from investing in this scam.
I find your comment fits into the affore mentioned category
unless you are merely a self appointed crusader with some
limited IHUB authority seeking to save others from harm.
By deleting my posts which make this very compliment,
I now offer the question:
Can a public forum message board by way of its posters and
moderators influence a stock such as GFCI in a negative or
positive fashion?
Is GFCI being manipulated from these arenas?
Tou Violations are:
Personal Attack
Duplicate (Double Post)
Spam- Advertising, Promotion
Vulgarity
Off-Topic
Author Asked to Remove
Violation of Privacy
Threat
Sarcasm is not listed.
My posts were on topic, there was no personal attack and
were not TOU violations.
I believe it's very much On Topic to discuss why someone
would not want people investing in GFCI which someone
has openly stated is a scam in their opinion.
Scam has not been proven in the case of GFCI even if
some hold this as an opinion.
Sorry I don't believe it.
Can you prove these meetings actually took place?
The problem
is when they roll up the garage door at CTT
and try to impress a banker.
The place looks like a converted mini-storage.
I simply cannot believe that bankers would waste
their time any more then they have to by law.
some decades ago
I too stepped into the office of a large investment
banking firm. I believe the President of that bank died
from a heart attack induced by the laughter generated
by my request at the time.
Actually, that bank president went bust and died broke.
It doesn't mean anything that anyone has talked to any
big investment/banking firm. Talk is cheap.
Do you really REALLY believe
you are keeping people from investing?
"For the 100,001th time, to help prevent anyone from investing in this scam."
---------------------------------------------------
Bottom line, imo, it's no one's fault but their own
and of course any criminals involved.
---------------------------------------------------
For the who knows what time:
I don't believe forums have the influence they once had.
People have woke up to the fact that a LOT of complete
nonsense gets posted. THAT is my opinion.