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The Rogues' Gallery
For your amusement and/or bemusement, we also present a few statements in opposition to critical thought and rational inquiry...
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My responsibility is to follow the Scriptures which call upon us to occupy the land until Jesus returns. We don't have to protect the environment, the Second Coming is at hand.
James Watt, Secretary of the Interior for Ronald Reagan
Quoted in the Washington Post, May 24, 1981
If you can't be a fundamentalist, then you should give up Christianity for the sake of honesty.
Gert Luedemann
Former Professor of Theology, Goettingen University
I believe this Earth is a stationary plane; that it rests upon water; and that there is no such thing as the Earth moving, no such thing as the Earth's axis or the Earth's orbit. It is a lot of silly rot, born in the egotistical brains of infidels.
Wilbur Glenn Voliva, "Flat Earth" theologian
Secular schools can never be tolerated because such schools have no religious instruction, and a general moral instruction without a religious foundation is built on air; consequently, all character training and religion must be derived from faith...we need believing people.
Adolf Hitler
Excerpted from a speech made on April 26, 1933
http://www.ntskeptics.org/quotes.htm
Skeptical Quotes
This is a growing collection of affirmations concerning science and skepticism from various scientists, philosophers, and other like-minded men and women throughout history. If you're a skeptic, you're in good company - these statements are a testimony to the staying power of rational thought. Enjoy!
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As scarce as truth is, the supply has always been in excess of the demand.
Henry Wheeler Shaw (Josh Billings)
When did ignorance become a point of view?
Dilbert (Scott Adams)
In regione caecorum rex est lucus.
In the country of the blind, the one-eyed man is king.
Desiderius Erasmus
Making up your mind does not mean freeing yourself to believe what you want - but examining so closely that you know the result.
Alan Gregg
To understand the things that are at our door is the best preparation for understanding those things that lie beyond.
Hypatia
Education is a crutch with which the foolish attack the wise to prove that they are not idiots.
Karl Kraus
The difference between genius and stupidity is that genius has limits.
Albert Einstein
A witty saying proves nothing.
Voltaire
Any sufficiently advanced technology is indistinguishable from magic.
Arthur C. Clarke
De omnibus dubitandum.
All is to be doubted.
Rene Descartes
The beginning of wisdom is found in doubting; by doubting we come to the question, and by seeking we may come upon the truth.
Pierre Abelard
The solemn scepticism of science has replaced the sneering doubts of witty philosophers. The more positive knowledge we gain, the more we incline to question all that has been received without absolute proof.
Oliver Wendell Holmes
I respect faith, but doubt is what gets you an education.
Wilson Mizner
All superstition is much the same whether it be that of astrology, dreams, omen, retributive judgment, or the like, in all of which the deluded believers observe events which are fulfilled, but neglect and pass over their failure, though it be much more common.
Francis Bacon, Novum Organum
We can easily forgive a child who is afraid of the dark; the real tragedy of life is when men are afraid of the light.
Plato
Ignorance is preferable to error; and he is less remote from the truth who believes nothing, than he who believes what is wrong.
Thomas Jefferson
False facts are highly injurious to the progress of science, for they often endure long; but false views, if supported by some evidence, do little harm, for everyone takes a salutory pleasure in proving their falseness; and when this is done, one path toward errors is closed and the road to truth is often at the same time opened.
Charles Darwin, The Descent of Man
There is a single light of science, and to brighten it anywhere is to brighten it everywhere.
Issac Asimov
Learning without thinking is useless. Thinking without learning is dangerous.
Kong Fuzi (Confucius)
I would defend the liberty of consenting adult creationists to practice whatever intellectual perversions they like in the privacy of their own homes, but it is also necessary to protect the young and innocent.
Arthur C. Clarke
The trouble with people is not that they don't know but that they know so much that ain't so.
Henry Wheeler Shaw (Josh Billings)
For those that believe no explanation is necessary.
For those who do not, none will suffice.
Joseph Dunninger
The whole problem with the world is that fools and fanatics are always so certain of themselves, and wiser people so full of doubts.
Bertrand Russell, A Word a Day
Nothing has more retarded the advancement of learning than the disposition of vulgar minds to ridicule and vilify what they cannot comprehend.
Samuel Johnson
Only two things are infinite, the universe and human stupidity, and I'm not sure about the former.
Albert Einstein
The skeptic, being a lover of his kind, desires to cure by speech, as best he can, the self-conceit and rashness of the dogmatists.
Sextus Empiricus, Outlines of Pyrrhonism
Every man is a damn fool for at least five minutes every day; wisdom consists in not exceeding the limit.
Elbert Hubbard
Entia non sunt multiplicanda praeter necessitatem.
Entities should not be multiplied unnecessarily.
William of Ockham, Quodlibeta
Science when well digested is nothing more but good sense and reason.
Stanislas I of Poland
The Critique of Pure Reason is a continual sermon against the use of the category of thought beyond the limits of actual experience.
Hermann von Helmholtz
Science is the great antidote to the poison of enthusiasm and superstition.
Adam Smith, Wealth of Nations
[Barry] Stroud reflects on the possibility that the challenge of skepticism may prove impossible to meet, which, for him, is equivalent to saying that philosophy itself is impossible. Here's another alternative: philosophy is possible, and, thought through, skepticism is the form it takes.
Robert J. Fogelin
Most institutions demand unqualified faith; but the institution of science makes skepticism a virtue.
Robert K. Merton, Social Theory
No statement should be believed because it is made by an authority.
Hans Reichenbach
Every man I meet is my master in some point, and in that I learn of him.
Ralph Waldo Emerson
There is something fascinating about science. One gets such wholesale returns of conjecture out of such a trifling investment of fact.
Samuel Langhorne Clemens (Mark Twain)
Eine neue wissenschaftliche Wahrheit pflegt sich nicht in der Weise durchzusetzen, dass ihre Gegner überzeugt werden und sich als belehrt erklären, sondern vielmehr dadurch, dass die Gegner allmählich aussterben und dass die heranwachsende Generation von vornherein mit der Wahrheit vertraut gemacht ist.
A new scientific truth does not triumph by convincing its opponents and making them see the light, but rather because its opponents eventually die out, and a new generation grows up that is familiar with it.
Max Planck
The cure for a fallacious argument is a better argument, not the suppression of ideas.
Carl Sagan and Ann Druyan
Science commits suicide when it adopts a creed.
Thomas Henry Huxley
There is no adequate defense, except stupidity, against the impact of a new idea.
Percy Williams Bridgeman
The eloquence of a scientist is clarity; scientific truth is always more luminous when its beauty is unadorned than when it is tricked out in the embellishments with which our imagination would seek to clothe it.
Claude Bernard
I would have every man write what he knows and no more.
Michel de Montaigne
Authority has every reason to fear the skeptic, for authority can rarely survive in the face of doubt.
Robert Lindner
In questions of science, the authority of a thousand is not worth the humble reasoning of a single individual.
Galileo Galilei
The improver of natural knowledge absolutely refuses to acknowledge authority, as such. For him, skepticism is the highest of duties, blind faith the one unpardonable sin.
Thomas Henry Huxley
Ubi dubium ibi libertas.
Where there is doubt, there is freedom.
Anonymous (Latin Proverb)
The public will believe anything, so long as it is not founded on truth.
Edith Sitwell
Coincidence is the science of the true believer.
Chet Raymo
Every mind was made for growth, for knowledge; and its nature is sinned against when it is drowned in ignorance.
William W. Channing
Heresy is what the minority believe; it is the name given by the powerful to the doctrines of the weak.
Robert G. Ingersoll
It is proof of a base and low mind for one to wish to think with the masses or majority, merely because the majority is the majority. Truth does not change because it is, or is not, believed by a majority of the people.
Giordano Bruno
Facts are stubborn things; and whatever may be our wishes, our inclinations, or the dictates of our passions, they cannot alter the state of facts and evidence.
John Adams
Jirikurun men o men ji la, a te ke bama ye.
No matter how long a log stays in the water, it doesn't become a crocodile.
Anonymous (Bambara Proverb)
Reality is that which, when you stop believing in it, doesn't go away.
Philip K. Dick
True ideas are those that we can assimilate, validate, corroborate, and verify. False ideas are those that we cannot. That is the practical difference it makes to us to have true ideas; that therefore is the meaning of truth, for it is all that truth is known as.
William James
All we know of the truth is that the absolute truth, such as it is, is beyond our reach.
Nicholas of Cusa, De Docta Ignorantia
If a man will begin with certainties, he shall end in doubts, but if he will be content to begin with doubts, he shall end in certainties.
Francis Bacon
Truth is something we can attempt to doubt, and then perhaps, after much exertion, discover that part of the doubt is unjustified.
Niels Bohr
What we observe is not nature itself, but nature exposed to our method of questioning.
Werner Heisenberg
Science must begin with myth and with the criticism of myth.
Karl Popper
People may believe correct things for the damndest and weirdest of wrong reasons.
Stephen Jay Gould
Most people would die sooner than think; in fact, they do so.
Bertrand Russell
To follow foolish precedents, and wink with both our eyes, is easier than to think.
William Cowper
The price paid for intellectual pacification is the sacrifice of the entire moral courage of the human mind.
John Stuart Mill, On Liberty
He, who will not reason, is a bigot; he, who cannot, is a fool; and he, who dares not, is a slave.
William Drummond
The greater the ignorance the greater the dogmatism.
Sir William Osler
To be rational is to look the universe in the face and not flinch.
Anonymous
Science deals [with nature], the only reality of which we have any certain knowledge...Those fundamentalist[s]...who speak contemptuously of science...reveal an astonishing insensitivity to the very world they tell us God created. Granting, then, our prior assumption of a Creator, anyone who criticizes real science is in a direct sense criticizing God.
Steve Allen
What is wanted is not the will to believe, but the wish to find out, which is the exact opposite.
Bertrand Russell
We are not afraid to entrust the American people with unpleasant facts, foreign ideas, alien philosophies, and competitive values. For a nation that is afraid to let its people judge the truth and falsehood in an open market is a nation that is afraid of its people.
John F. Kennedy
The most beautiful experience we can have is the mysterious...the fundamental emotion which stands at the cradle of true art and true science.
Albert Einstein
In spite of all these disquieting triumphs in the field of natural science, it's astonishing how little man has learned about himself, and how much there is to learn. How little we know about this brain which made social evolution possible, and of the mind. How little we know of the nature and spirit of man and God. We stand now before this inner frontier of ignorance. If we could pass it, we might well discover the meaning of life and understand man's destiny.
Wilder Penfield
Think for yourselves and let others enjoy the privilege to do so, too.
Voltaire
http://www.ntskeptics.org/quotes.htm
Victor Stenger - Has Science Found God?
Physicist and skeptic Victor Stenger will give a talk on his latest book.
2900 Live Oak Street
Dallas
Click here for a map.
http://www.mapquest.com/maps/map.adp?city=dallas&state=TX&address=2900+live+oak+st&zoom=...
Saturday, 17 April at 2 p.m.
http://www.ntskeptics.org/whatsnew.htm
Scientist attacks alien claims on Mars
http://www.cnn.com/2004/TECH/space/03/17/alien.debunk/index.html
By Robert Roy Britt
SPACE.com
Thursday, March 18, 2004 Posted: 5:25 PM EST (2225 GMT)
Richard Hoagland claims that NASA refuses to acknowledge evidence of alien "artifacts" on Mars.
(SPACE.com) -- Astronomer Philip Plait is tired of radio personality Richard Hoagland's claims.
He's had enough of Hoagland's assertions that NASA is covering up evidence of extraterrestrial life, that the infamous Face on Mars was built by sentient aliens and, of late, that otherworldly machine parts are embedded in the Red Planet's dirt.
And then there's the mile-long translucent martian worm.
On Hoagland's Web site, there are several images from various space probes said to possibly show evidence for ETs. Recent Mars rover photos include not just rocks, Hoagland and other contributors maintain, but common objects that might tell of an alien civilization -- a bowl, a stove, a piston.
Since 1983, Hoagland said he has led "an outside scientific team in a critically acclaimed independent analysis of possible intelligently-designed artifacts" on other worlds, using spacecraft data from NASA and other missions.
Plait, author of "Bad Astronomy" (Wiley & Sons, 2002), which debunks space myths and common factual misconceptions, had for years not countered Hoagland directly, because he did not want to give a man he calls a "pseudoscientist" the "air time that he so desperately seeks."
But last week Plait took his intellectual gloves off....
The dribble continues here:
http://www.ntskeptics.org/news/news.htm
Thought you would like to take your Board to the Interstellar level
Hungarian Psychic Predicts Bush Administration Collapse
"Bush will either be assasinated or will be completely discredited by the majority of public opinion or both", said a Hungarian psychic who says he "has been having dreams.".
http://www.ntskeptics.org/news/news2002-10-30.htm
Democracy - Not "The Free Market" - Will Save America's Middle Class
by Thom Hartmann
Here are a couple of headlines for those who haven't had the time to study both economics and history:
1. There is no such thing as a "free market."
2. The "middle class" is the creation of government intervention in the marketplace, and won't exist without it (as millions of Americans and Europeans are discovering).
The conservative belief in "free markets" is a bit like the Catholic Church's insistence that the Earth was at the center of the Solar System in the Twelfth Century. It's widely believed by those in power, those who challenge it are branded heretics and ridiculed, and it is wrong.
In actual fact, there is no such thing as a "free market." Markets are the creation of government.
Governments provide a stable currency to make markets possible. They provide a legal infrastructure and court systems to enforce the contracts that make markets possible. They provide educated workforces through public education, and those workers show up at their places of business after traveling on public roads, rails, or airways provided by government. Businesses that use the "free market" are protected by police and fire departments provided by government, and send their communications - from phone to fax to internet - over lines that follow public rights-of-way maintained and protected by government.
And, most important, the rules of the game of business are defined by government. Any sports fan can tell you that football, baseball, or hockey without rules and referees would be a mess. Similarly, business without rules won't work.
Which explains why conservative economics wiped out the middle class during the period from 1880 to 1932, and why, when Reagan again began applying conservative economics, the middle class again began to vanish in America in the 1980s - a process that has dramatically picked up steam under George W. Bush.
The conservative mantra is "let the market decide." But there is no market independent of government, so what they're really saying is, "Stop corporations from defending workers and building a middle class, and let the corporations decide how much to pay for labor and how to trade." This is, at best, destructive to national and international economies, and, at worst, destructive to democracy itself.
Markets are a creation of government, just as corporations exist only by authorization of government. Governments set the rules of the market. And, since our government is of, by, and for We The People, those rules have historically been set to first maximize the public good resulting from people doing business.
If you want to play the game of business, we've said in the US since 1784 (when Tench Coxe got the first tariffs passed "to protect domestic industries") then you have to play in a way that both makes you money AND serves the public interest.
Which requires us to puncture the second balloon of popular belief. The "middle class" is not the natural result of freeing business to do whatever it wants, of "free and open markets," or of "free trade." The "middle class" is not a normal result of "free markets." Those policies will produce a small but powerful wealthy class, a small "middle" mercantilist class, and a huge and terrified worker class which have traditionally been called "serfs."
The middle class is a new invention of liberal democracies, the direct result of governments defining the rules of the game of business. It is, quite simply, an artifact of government regulation of markets and tax laws.
When government sets the rules of the game of business in such a way that working people must receive a living wage, labor has the power to organize into unions just as capital can organize into corporations, and domestic industries are protected from overseas competition, a middle class will emerge. When government gives up these functions, the middle class vanishes and we return to the Dickens-era "normal" form of totally free market conservative economics where the rich get richer while the working poor are kept in a constant state of fear and anxiety so the cost of their labor will always be cheap.
When conservatives rail in the media of the dangers of "returning to Smoot Hawley, which created the Great Depression," all they do is reveal their ignorance of economics and history. The Smoot-Hawley tariff legislation, which increased taxes on some imported goods by a third to two-thirds to protect American industries, was signed into law on June 17, 1930, well into the Great Depression. In the following two years, international trade dropped from 6 percent of GNP to roughly 2 percent of GNP (between 1930 and 1932), but most of that was the result of the depression going worldwide, not Smoot-Hawley. The main result of Smoot-Hawley was that American businesses now had strong financial incentives to do business with other American companies, rather than bring in products made with cheaper foreign labor: Americans started trading with other Americans.
Smoot-Hawley "protectionist" legislation did not cause the Great Depression, and while it may have had a slight short-term negative effect on the economy ("1.4 percent at most" according to many historians) its long-term effect was to bring American jobs back to America.
The fact that the "marketplace" was an artifact of government activity was well known to our Founders. As Thomas Jefferson said in an 1803 letter to David Williams, "The greatest evils of populous society have ever appeared to me to spring from the vicious distribution of its members among the occupations... But when, by a blind concourse, particular occupations are ruinously overcharged and others left in want of hands, the national authorities can do much towards restoring the equilibrium."
And the "national authorities," in Jefferson's mind, should be the Congress, as he wrote in a series of answers to the French politician de Meusnier in 1786: "The commerce of the States cannot be regulated to the best advantage but by a single body, and no body so proper as Congress."
Of course, there were conservatives (like Hamilton and Adams) in Jefferson's time, too, who took exception, thinking that the trickle-down theory that had dominated feudal Europe for ten centuries was a stable and healthy form of governance. Jefferson took exception, in an 1809 letter to members of his Democratic Republican Party (now called the Democratic Party): "The care of human life and happiness, and not their destruction, is the first and only legitimate object of good government."
But, conservatives say, government is the problem, not the solution.
Of course, they can't explain how it was that the repeated series of huge tax cuts for the wealthy by the Herbert Hoover administration brought us the Great Depression, while raising taxes to provide for an active and interventionist government to protect the rights of labor to organize throughout the 1930s, 1940s, and 1950s led us to the Golden Age of the American Middle Class. (The top tax rate in 1930 under Hoover was 25 percent, and even that was only paid by about a fifth of wealthy Americans. Thirty years later, the top tax rate was 91 percent, and held at 70 percent until Reagan began dismantling the middle class. As the top rate dropped, so did the middle class it helped create.)
Thomas Jefferson pointed out, in an 1816 letter to William H. Crawford, "Every society has a right to fix the fundamental principles of its association." He also pointed out in that letter that some people - and businesses - would prefer that government not play referee to the game of business, not fix rules that protect labor or provide for the protection of the commons and the public good.
We must, Jefferson wrote to Crawford, "...say to all [such] individuals, that if they contemplate pursuits beyond the limits of these principles and involving dangers which the society chooses to avoid, they must go somewhere else for their exercise; that we want no citizens, and still less ephemeral and pseudo-citizens [like corporations], on such terms. We may exclude them from our territory, as we do persons infected with disease."
Most of the Founders advocated - and all ultimately passed - tariffs to protect domestic industries and workers. Seventy years later, Abraham Lincoln actively stood up for the right for labor to organize, intervening in several strikes to stop corporations and local governments from using hired goon squads to beat and murder strikers.
But conservative economics - the return of ancient feudalism - rose up after Lincoln's death and reigned through the Gilded Age, creating both great wealth and a huge population of what today we call the "working poor." American reaction to these disparities gave birth to the Populist, Progressive, and modern Labor movements. Two generations later, Franklin Roosevelt brought us out of Herbert Hoover's conservative-economics-produced Great Depression and bequeathed us with more than a half-century of prosperity.
But now the conservatives are back in the driver's seat, and heading us back toward feudalism and serfdom (and possibly another Great Depression).
Only a return to liberal economic policies - a return to We The People again setting and enforcing the rules of the game of business - will reverse this dangerous trend. We've done it before, with tariffs, anti-trust legislation, and worker protections ranging from enforcing the rights of organized labor to restricting American companies' access to cheap foreign labor through visas and tariffs. The result was the production of something never before seen in history: a strong and vibrant middle class.
If the remnants of that modern middle class are to survive - and grow - we must learn the lessons of the past and return to the policies that in the 1780s and the late 1930s brought this nation back from the brink of economic disaster.
Thom Hartmann (thom at thomhartmann.com) is an award-winning, best-selling author and nationally syndicated daily talk show host. www.thomhartmann.com His newest book is "We The People: A Call To Take Back America," an illustrated and edited collection of his columns first published by CommonDreams.org.
http://www.commondreams.org/views04/0312-08.htm
http://www.investorshub.com/boards/read_msg.asp?message_id=2643731
It's going to take more than $250K to sue the SEC.
http://finance.yahoo.com/q/bs?s=USXP.OB&annual
News for 'GETC' - (Geotec Thermal Generators, Inc./ TelcoEnergy Announces
the Execution of a Preliminary Funding for $5 Million)
BOCA RATON, Fla., Mar 19, 2004 (BUSINESS WIRE) -- Geotec Thermal
Generators
Inc./TelcoEnergy Corporation (OTCBB:GETC) announces the execution of a
preliminary funding agreement with Cross Capital Ventures, LLC, of New
York for
up to $5 Million of Swiss based funding. Cross Capital and
Geotec/TelcoEnergy
have irrevocably agreed to execute an agreement for Convertible Preferred
stock;
which will not be converted for five years, with voting rights; and an
annual
percentage to be determined, not exceeding 8%.
Geotec/TelcoEnergy is currently implementing strategic financial plans
that will
enhance shareholder value, some of which are specifically for large
projects,
and will be disclosed in future press releases.
Separately, Geotec management has committed to control and lock their
stock such
that any shorting of the Company's security will not be facilitated.
About Geotec
Geotec Thermal Generators, Inc. has exclusive rights, to the Russian
Federation
technology for oil and gas recovery developed by the Military Research and
Production Facility, FR & PC ALTAI for the Ministry of Geology, for use in
North, South and Central America. This unique scientific technology
concluded
development in 1986, comprising 6500 wells with 14 years of research and
development. Over 30,000 wells have been treated with a 70% success rate
for oil
wells, and a 90+% success rate for gas wells. The technology produces
incremental oil yields averaging over 6000 barrels of oil per well, per
year.
Wells, in certain rock formations, have exceeded 45,000 barrels of oil per
well,
per year. Other than the Company, only 13 governments have been permitted
this
technology, including China and India.
About TelcoEnergy
TelcoEnergy Corporation has a 50% ownership in MACH 3 Enterprises, LLC, a
Nevada
Corporation. TelcoEnergy Corporation has U.S. and developing operations in
Russia, China and South America. TelcoEnergy, operating, "From the
Wellhead to
the Gas Pump". The details of the complete operations will be incorporated
into
SEC filings and new information included in future Geotec Press Releases.
Geotec Thermal Generators, Inc./TelcoEnergy Corporation (OTCBB:GETC) is an
operating oil/gas/energy company. Statements in this release, which relate
to
other than strictly historical facts, including statement about the
Company's
plans and strategies, as well as management's expectations about new and
existing products and services, technologies and opportunities, market
growth,
demand for new and existing products and services, are forward-looking
statements. The words "believe", "expect", "anticipate", "estimate",
"project",
"intend" and similar expression identify forward-looking statements that
can
speak only as of the date hereof. This press release contains certain
forward-looking statements regarding Geotec Thermal Generators, Inc.,
TelcoEnergy Corporation, its business prospects and results of operations
that
are subject to certain risks and uncertainties posed by many factors and
events
that could cause Geotec/TelcoEnergy's actual business, prospects and
results of
operations to differ materially from those that may be anticipated by such
forward-looking statements. Readers are urged to carefully review and
consider
the various disclosures made by Geotec/TelcoEnergy in this new release and
other
reports filed with the Securities and Exchange Commission that attempt to
advise
interested parties of the risks and factors that may affect
Geotec/TelcoEnergy's
business.
SOURCE: Geotec Thermal Generators, Inc.
CONTACT: Geotec Thermal Generators, Inc./TelcoEnergy Corporation,
Boca Raton
W. Richard Lueck, 561/447-7370
rlueck@mindspring.com
or
Mirador Consulting, Inc.
Frank Benedetto, 877-Mirador
fb@MiradorConsulting.com
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KEYWORD: FLORIDA
INDUSTRY KEYWORD: BANKING
ENVIRONMENT
UTILITIES
OIL/GAS
ENERGY
Source: Comtext Market News
The Empire Backfires
Jonathan Schell, The Nation's peace and disarmament correspondent, is the Harold Willens Peace Fellow at the Nation Institute and the author, most recently, of the just-published The Unconquerable World: Power, Nonviolence, and the Will of the People.
The first anniversary of the American invasion of Iraq has arrived. By now, we were told by the Bush administration before the war, the flower-throwing celebrations of our troops' arrival would have long ended; their numbers would have been reduced to the low tens of thousands, if not to zero; Iraq's large stores of weapons of mass destruction would have been found and dismantled; the institutions of democracy would be flourishing; Kurd and Shiite and Sunni would be working happily together in a federal system; the economy, now privatized, would be taking off; other peoples of the Middle East, thrilled and awed, so to speak, by the beautiful scenes in Iraq, would be dismantling their own tyrannical regimes. Instead, 549 American soldiers and uncounted thousands of Iraqis, military and civilian, have died; some $125 billion has been expended; no weapons of mass destruction have been found; the economy is a disaster; electricity and water are sometime things; America's former well-wishers, the Shiites, are impatient with the occupation; terrorist bombs are taking a heavy toll; and Iraq as a whole, far from being a model for anything, is a cautionary lesson in the folly of imperial rule in the twenty-first century. And yet all this is only part of the cost of the decision to invade and occupy Iraq. To weigh the full cost, one must look not just at the war itself but away from it, at the progress of the larger policy it served, at things that have been done elsewhere—some far from Iraq or deep in the past—and, perhaps above all, at things that have been left undone.
Nuclear Fingerprints
While American troops were dying in Baghdad and Falluja and Samarra, Buhary Syed Abu Tahir, a Sri Lankan businessman, was busy making centrifuge parts in Malaysia and selling them to Libya and Iran and possibly other countries. The centrifuges are used for producing bomb-grade uranium. Tahir's project was part of a network set up by Abdul Qadeer Khan, the "father" of the Pakistani atomic bomb. This particular father stole most of the makings of his nuclear offspring from companies in Europe, where he worked during the 1980s. In the 1990s, the thief became a middleman—a fence—immensely enriching himself in the process. In fairness to Khan, we should add that almost everyone who has been involved in developing atomic bombs since 1945 has been either a thief or a borrower. Stalin purloined a bomb design from the United States, courtesy of the German scientist Klaus Fuchs, who worked on the Manhattan Project. China got help from Russia until the Sino-Soviet split put an end to it. Pakistan got secret help from China in the early 1970s. And now it turns out that Khan, among many, many other Pakistanis, almost certainly including the highest members of the government, has been helping Libya, Iran, North Korea and probably others obtain the bomb. That's apparently how Chinese designs—some still in Chinese—were found in Libya when its quixotic leader, Muammar Qaddafi, recently agreed to surrender his country's nuclear program to the International Atomic Energy Agency (IAEA). The rest of the designs were in English.
Were Klaus Fuchs's fingerprints on them? Only figuratively, because they were "copies of copies of copies," an official said. But such is the nature of proliferation. It is mainly a transfer of information from one mind to another. Copying is all there is to it. Sometimes, a bit of hardware needs to be transferred, which is where Tahir came in. Indeed, at least seven countries are already known to have been involved in the Pakistani effort, which Mohamed ElBaradei, the head of the IAEA, called a "Wal-Mart" of nuclear technology and an American official called "one-stop shopping" for nuclear weapons. Khan even printed a brochure with his picture on it listing all the components of nuclear weapons that bomb-hungry customers could buy from him. "What Pakistan has done," the expert on nuclear proliferation George Perkovich, of the Carnegie Endowment for International Peace, has rightly said, "is the most threatening activity of proliferation in history. It's impossible to overstate how damaging this is."
Another word for this process of copying would be globalization. Proliferation is merely globalization of weapons of mass destruction. The kinship of the two is illustrated by other details of Tahir's story. The Sri Lankan first wanted to build his centrifuges in Turkey, but then decided that Malaysia had certain advantages. It had recently been seeking to make itself into a convenient place for Muslims from all over the world to do high-tech business. Controls were lax, as befits an export platform. "It's easy, quick, efficient. Do your business and disappear fast, in and out," Karim Raslan, a Malaysian columnist and social commentator, recently told Alan Sipress of The Washington Post. Probably that was why extreme Islamist organizations, including Al Qaeda operatives, had often chosen to meet there. Global terrorism is a kind of globalization, too. The linkup of such terrorism and the world market for nuclear weapons is a specter that haunts the world of the twenty-first century.
The War and Its Aims
But aren't we supposed to be talking about the Iraq war on this anniversary of its launch? We are, but wars have aims, and the declared aim of this one was to stop the proliferation of weapons of mass destruction. In his State of the Union address in January 2002, the President articulated the threat he would soon carry out in Iraq: "The United States of America will not permit the world's most dangerous regimes to threaten us with the world's most destructive weapons." Later, he said we didn't want the next warning to be "a mushroom cloud." Indeed, in testimony before the Senate Foreign Relations Committee, Secretary of State Colin Powell explicitly ruled out every other justification for the war. Asked about the other reasons, he said, "The President has not linked authority to go to war to any of those elements." When Sen. John Kerry explained his vote for the resolution authorizing the war, he cited the Powell testimony. Thus not only Bush but also the man likely to be his Democratic challenger in this year's election justified war solely in the name of nonproliferation.
Proliferation, however, is not, as the president seemed to think, just a rogue state or two seeking weapons of mass destruction; it is the entire half-century-long process of globalization that stretches from Klaus Fuchs's espionage to Tahir's nuclear arms bazaar and beyond. The war was a failure in its own terms because weapons of mass destruction were absent in Iraq; the war policy failed because they were present and spreading in Pakistan. For Bush's warning of a mushroom cloud over an American city, though false with respect to Iraq, was indisputably well-founded in regard to Pakistan's nuclear one-stop-shopping: The next warning stemming from this kind of failure could indeed be a mushroom cloud.
The questions that now cry out to be answered are, Why did the United States, standing in the midst of the Pakistani nuclear Wal-Mart, its shelves groaning with, among other things, centrifuge parts, uranium hexafluoride (supplied, we now know, to Libya) and helpful bomb-assembly manuals in a variety of languages, rush out of the premises to vainly ransack the empty warehouse of Iraq? What sort of nonproliferation policy could lead to actions like these? How did the Bush administration, in the name of protecting the country from nuclear danger, wind up leaving it wide open to nuclear danger?
In answering these questions, it would be reassuring, in a way, to report that the basic facts were discovered only after the war, but the truth is otherwise. In the case of Iraq, it's now abundantly clear that some combination of deception, self-deception and outright fraud (the exact proportions of each are still under investigation) led to the manufacture of a gross and avoidable falsehood. In the months before the war, most of the governments of the world strenuously urged the United States not to go to war on the basis of the flimsy and unconvincing evidence it was offering. In the case of Pakistan, the question of how much the administration knew before the war has scarcely been asked, yet we know that the most serious breach—the proliferation to North Korea—was reported and publicized before the war.
It's important to recall the chronology of the Korean aspect of Pakistan's proliferation. In January 2003 Seymour Hersh reported in The New Yorker that Pakistan had given North Korea extensive help with its nuclear program, including its launch of a uranium enrichment process. In return, North Korea was sending guided missiles to Pakistan. In June 2002, Hersh revealed, the CIA had sent the White House a report on these developments. On Oct. 4, 2002, Assistant Secretary of State for East Asia and Pacific Affairs James Kelly confronted the North Koreans with the CIA information, and, according to Kelly, North Korea's First Vice Foreign Minister, Kang Suk Ju, startled him by responding, "Of course we have a nuclear program." (Since then, the North Koreans have unconvincingly denied the existence of the uranium enrichment program.)
Bush of course had already named the Pyongyang government as a member of the "axis of evil." It had long been the policy of the United States that nuclearization of North Korea was intolerable. However, the administration said nothing of the North Korean events to the Congress or the public. North Korea, which now had openly embarked on nuclear armament, and was even threatening to use nuclear weapons, was more dangerous than Saddam's Iraq. Why tackle the lesser problem in Iraq, the members of Congress would have had to ask themselves, while ignoring the greater in North Korea? On Oct. 10, a week after the Kelly visit, the House of Representatives passed the Iraq resolution, and the next day the Senate followed suit. Only five days later, on Oct. 16, did Bush's National Security Adviser, Condoleezza Rice, reveal what was happening in North Korea.
In short, from June 2002, when the CIA delivered its report to the White House, until Oct. 16—the period in which the nation's decision to go to war in Iraq was made—the administration knowingly withheld the news about North Korea and its Pakistan connection from the public. Even after the vote, Secretary of State Colin Powell strangely insisted that the North Korean situation was "not a crisis" but only "a difficulty." Nevertheless, he extracted a pledge from Pakistan's president, Pervez Musharraf, that the nuclear technology shipments to North Korea would stop. (They did not.) In March, information was circulating that both Pakistan and North Korea were helping Iran to develop atomic weapons. (The North Korean and Iranian crises are of course still brewing.)
In sum, the glaring contradiction between the policy of "regime change" for already disarmed Iraq and regime-support for proliferating Pakistan was not a postwar discovery; it was fully visible before the war. The Nation enjoys no access to intelligence files, yet in an article arguing the case against the war, this author was able to comment that an "objective ranking of nuclear proliferators in order of menace" would put "Pakistan first," North Korea second, Iran third and Iraq only fourth—and to note the curiosity that "the Bush administration ranks them, of course, in exactly the reverse order, placing Iraq, which it plans to attack, first, and Pakistan, which it befriends and coddles, nowhere on the list." Was nonproliferation, then, as irrelevant to the administration's aims in Iraq as catching terrorists? Or was protecting the nation and the world against weapons of mass destruction merely deployed as a smokescreen to conceal other purposes? And if so, what were they?
A New Leviathan
The answers seem to lie in the larger architecture of the Bush foreign policy, or Bush Doctrine. Its aim, which many have properly called imperial, is to establish lasting American hegemony over the entire globe, and its ultimate means is to overthrow regimes of which the United States disapproves, pre-emptively if necessary. The Bush Doctrine indeed represents more than a revolution in American policy; if successful, it would amount to an overturn of the existing international order. In the new, imperial order, the United States would be first among nations, and force would be first among its means of domination. Other, weaker nations would be invited to take their place in shifting coalitions to support goals of America's choosing. The United States would be so strong, the President has suggested, that other countries would simply drop out of the business of military competition, "thereby making the destabilizing arms races of other eras pointless, and limiting rivalries to trade and other pursuits of peace." Much as, in the early modern period, when nation-states were being born, absolutist kings, the masters of overwhelming military force within their countries, in effect said, "There is now a new thing called a nation; a nation must be orderly; we kings, we sovereigns, will assert a monopoly over the use of force, and thus supply that order," so now the United States seemed to be saying, "There now is a thing called globalization; the global sphere must be orderly; we, the sole superpower, will monopolize force throughout the globe, and thus supply international order."
And so, even as the Bush administration proclaimed U.S. military superiority, it pulled the country out of the world's major peaceful initiatives to deal with global problems—withdrawing from the Kyoto Protocol to check global warming and from the International Criminal Court, and sabotaging a protocol that would have given teeth to the biological weapons convention. When the U.N. Security Council would not agree to American decisions on war and peace, it became "irrelevant"; when NATO allies balked, they became "old Europe." Admittedly, these existing international treaties and institutions were not a full-fledged cooperative system; rather, they were promising foundations for such a system. In any case, the administration wanted none of it.
Richard Perle, who until recently served on the Pentagon's Defense Policy Board, seemed to speak for the administration in an article he wrote for the Guardian the day after the Iraq war was launched. He wrote, "The chatterbox on the Hudson [sic] will continue to bleat. What will die is the fantasy of the U.N. as the foundation of a new world order. As we sift the debris, it will be important to preserve, the better to understand, the intellectual wreckage of the liberal conceit of safety through international law administered by international institutions."
In this larger plan to establish American hegemony, the Iraq war had an indispensable role. If the world was to be orderly, then proliferation must be stopped; if force was the solution to proliferation, then pre-emption was necessary (to avoid that mushroom cloud); if pre-emption was necessary, then regime change was necessary (so the offending government could never build the banned weapons again); and if all this was necessary, then Iraq was the one country in the world where it all could be demonstrated. Neither North Korea nor Iran offered an opportunity to teach these lessons—the first because it was capable of responding with a major war, even nuclear war, and the second because even the administration could see that U.S. invasion would be met with fierce popular resistance. It's thus no accident that the peril of weapons of mass destruction was the sole justification in the two legal documents by which the administration sought to legitimize the war—HJ Resolution 114 and Security Council Resolution 1441. Nor is it an accident that the proliferation threat played the same role in the domestic political campaign for the war—by forging the supposed link between the "war on terror" and nuclear danger. In short, absent the new idea that proliferation was best stopped by pre-emptive use of force, the new American empire would have been unsalable, to the American people or to Congress. Iraq was the foundation stone of the bid for global empire.
The reliance on force over cooperation that was writ large in the imperial plan was also writ small in the occupation of Iraq. How else to understand the astonishing failure to make any preparation for the political, military, policing and even technical challenges that would face American forces? If a problem, large or small, had no military solution, this administration seemed incapable of even seeing it. The United States was as blind to the politics of Iraq as it was to the politics of the world.
Thus we don't have to suppose that Bush officials were indifferent to the spectacular dangers that Khan's network posed to the safety of the United States and the world or that the Iraqi resistance would pose to American forces. We only have to suppose that they were simply unable to recognize facts they had failed to acknowledge in their overarching vision of a new imperial order. In both cases, ideology trumped reality.
The same pattern is manifest on an even larger scale. Just now, the peoples of the world have embarked, some willingly and some not, on an arduous, wrenching, perilous, mind-exhaustingly complicated process of learning how to live as one indivisibly connected species on our one small, endangered planet. Seen in a certain light, the administration's imperial bid, if successful, would amount to a kind of planetary coup d'état, in which the world's dominant power takes charge of this process by virtue of its almost freakishly superior military strength. Seen in another, less dramatic light, the American imperial solution has interposed a huge, unnecessary roadblock between the world and the Himalayan mountain range of urgent tasks that it must accomplish no matter who is in charge: saving the planet from overheating; inventing a humane, just, orderly, democratic, accountable global economy; redressing mounting global inequality and poverty; responding to human rights emergencies, including genocide; and, of course, stopping proliferation as well as rolling back the existing arsenals of nuclear arms. None of these exigencies can be met as long as the world and its greatest power are engaged in a wrestling match over how to proceed.
Does the world want to indict and prosecute crimes against humanity? First, it must decide whether the International Criminal Court will do the job or entrust it to unprosecutable American forces. Do we want to reverse global warming and head off the extinction of the one-third of the world's species that, according to a report published in Nature magazine, are at risk in the next 50 years? First, the world's largest polluter has to be drawn into the global talks. Do we want to save the world from weapons of mass destruction? First, we have to decide whether we want to do it together peacefully or permit the world's only superpower to attempt it by force of arms.
No wonder, then, that the administration, as reported by Robert F. Kennedy Jr. in these pages, has mounted an assault on the scientific findings that confirm these dangers to the world [see "The Junk Science of George W. Bush," March 8]. The United States' destructive hyperactivity in Iraq cannot be disentangled from its neglect of global warming. Here, too, ideology is the enemy of fact, and empire is the nemesis of progress.
If the engine of a train suddenly goes off the rails, a wreck ensues. Such is the war in Iraq, now one year old. At the same time, the train's journey forward is canceled. Such is the current paralysis of the international community. Only when the engine is back on the tracks and starts in the right direction can either disaster be overcome. Only then will everyone be able to even begin the return to the world's unfinished business.
This article first appeared in The Nation and is reprinted with permission.
Published: Mar 12 2004
http://www.tompaine.com/feature2.cfm/ID/10090/view/print
Financial institutions drowning in rules..
Regulatory malpractice
By Richard W. Rahn
In today's parlance, George Washington was a victim of medical malpractice. When he became ill, he was bled by his doctors, which almost certainly hastened his death. Like Washington, the financial industry and its customers are now slowly being bled, which will be fatal for some.
The "doctors" in this case are a group of politicians, tax and law enforcement officials, who are operating without the constraint of national boundaries or economic sense.
People around the globe are justifiably concerned about terrorism and ordinary criminality. A certain international political class has used this anxiety to argue that since criminals and terrorists use money, all monetary movements and holdings must be monitored. Yes, it is useful to be able to trace the money trail of al Qaeda operatives. But does that mean all citizens of every country should be subject to having all their financial privacy destroyed? Furthermore, is it cost-effective to monitor almost everyone, or would both public and private law enforcement dollars be more wisely spent monitoring the activities of those individuals or groups known or strongly suspected of engaging in terrorist or criminal activities?
The problem is there are now literally dozens of organizations issuing rules and regulations that apply not only to financial institutions but to all "money service providers," including such activities as pawn shops, used car dealers and real estate agents. The agencies within the U.S. government issuing the new financial rules and regulations include the Internal Revenue Service, the FBI, the Justice Department, the Financial Crimes Enforcement Network (FinCen) and the Federal Reserve.
In addition, U.S. financial institutions and other businesses engaged in operations outside the U.S. or those involved in international transactions are also faced with a barrage of new rules and regulations from many foreign governments, plus the European Union, and from international institutions such as the Organization for Economic Cooperation and Development (OECD), the Financial Action Task Force (FATF) and the U.N.
Millions of businesses are subject to at least some of these rules and regulations, and it is close to impossible to inform them of their obligations. Even the largest international banks, with huge staffs of lawyers and anticrime enforcement personnel, are unable to fully work through this ever-expanding morass of regulation.
Smaller banks and businesses are at a competitive disadvantage because of the disproportionate effect of these regulatory costs. Some of the regulators are aiming at terrorists, others at ordinary criminals, and some at tax avoiders or evaders. Most of the regulations are directed at "money launderers," even though the term has a very elastic definition.
Many of these new rules and regulations are overlapping, some are contradictory, some violate basic civil liberties and many are costly to administer and do not meet reasonable cost-benefit tests. Yet the Bush administration just announced a doubling in the budget for FinCen, as well as budget increases for many of the other financial rulemaking bodies.
The reason we should care is that all of these extra, and in many cases totally unnecessary, costs are passed along to consumers of financial services as higher fees and more expensive and fewer choices in financial products. This directly translates into job losses not only in financial industries but in all businesses that rely on some outside financing.
In addition, it will make it more difficult for low-income people, the young and recent immigrants to open bank accounts. We are now seeing, for the first time in our nation's history, a rise in the portion of our citizens without banking relationships. Costly regulations that force more people into the cash economy not only make life more dangerous for those who cannot open bank accounts, but also have the perverse effect of making it more difficult for law enforcement to trace funds of criminals.
There is little evidence all the new rules and paperwork are having any appreciable effect on crime or terrorism, because there is an almost infinite number of ways to "launder" money, and organized terrorists and criminals can almost always find ways around the regulations. On the other hand, there is considerable evidence of damage to our pocketbooks and civil liberties from these regulations.
The U.S. government should expand the jurisdiction of the "Office of Information and Regulatory Affairs" (OIRA) to include the IRS and the other financial and law enforcement agencies that issue financial regulations, and insist financial regulations meet strict cost-benefit and civil liberties' tests.
In addition, an international organization is needed to apply the same strict cost-benefit and civil liberties' tests to all proposed regulations emanating from international bodies like the OECD, FATF, and the U.N., as well as those from governments that affect nonresident institutions.
If financial institutions and their customers are weakened or bled to death by regulatory malpractice, the war against real criminals and terrorists will only be made more difficult.
Richard W. Rahn is a senior fellow of the Discovery Institute and an adjunct scholar of the Cato Institute.
http://washingtontimes.com/commentary/20040317-082622-7954r.htm
"Nobody, but nobody, sues the SEC and wins," Arrogrance:
Universal Express Sues SEC for Alleged Harassment
By Judith Burns
Dow Jones Newswires
WASHINGTON -- Universal Express Inc.(NASDAQ-OTCBB:USXP) (USXP), a tiny Florida firm, is suing the Securities and Exchange Commission, claiming it has been subject to "retaliatory harassment" for criticizing SEC inaction on abusive short selling.
Universal Express, of Boca Raton, Fla., said the SEC has issued subpoenas " each and every time the company issues a press release." It claims the SEC is violating its right to free speech and due process and is engaged in a conspiracy to intentionally interfere with its business.
The lawsuit, recently filed in U.S. District Court for the Southern District of Florida, seeks compensatory and punitive damages, recovery of legal fees, and a permanent injunction to stop the SEC from issuing subpoenas to Universal Express and its business partners.
"We will be moving to dismiss the complaint," said SEC associate general counsel Richard Humes. "It lacks merit."
Free speech claims against the SEC generally fail. Earlier this year, a federal judge in Maryland refused to dismiss SEC charges against Agora Inc., a Baltimore publisher that claimed the SEC was violating its First Amendment right to free speech.
Courts are reluctant to stop SEC investigations as well. Robert Brennan, the former high-flying head of First Jersey Securities, and the penny-stock promotion firm Blinder Robinson & Co. are among those who have lost lawsuits seeking to stop SEC probes.
"Nobody, but nobody, sues the SEC and wins," said Stephen Crimmins, a partner at the Washington, D.C., law firm of Pepper Hamilton LLP and former SEC deputy chief litigation counsel.
Mr. Crimmins doesn't think a federal judge will believe claims of SEC retaliation. "The idea of a vendetta is absurd," he said. "It really doesn't happen."
Arthur Tifford, a Boca Raton, attorney representing Universal Express, disputes that, saying the SEC has issued 15 subpoenas against the firm in recent months, distracting its executives and killing deals with other companies.
"All of it is being done vindictively," Mr. Tifford said.
Universal Express, which provides services to private postal companies, has been a vocal critic of the SEC, complaining it has failed to stop stock manipulations through "naked" short sales.
Short selling, which produces profits when stock prices fall, is legal. Unlike legitimate short sellers, who sell borrowed shares in hopes of replacing them at a lower price, "naked" short sellers conduct sales without borrowing stock.
The SEC floated a proposal last fall to combat abusive short selling but it has yet to act on it. Universal Express said inaction has hurt small companies whose shares are most vulnerable to manipulation while protecting "influential" brokerage firms that could lose billions covering naked short positions.
Universal Express, whose shares trade in the over-the-counter Bulletin Board, said it has been burned by short sellers and was rebuffed when it complained to the SEC in 1998. It had more success suing short sellers, with two Florida jury trials awarding it $526 million in judgments. It also has campaigned to limit short sales to those holding stock certificates and enlisted microcap companies to abandon trading through the Depository Trust Co. At the DTC's request, the SEC halted that exodus last June.
In its lawsuit, Universal Express said SEC subpoenas began in June. A second subpoena came in August and a third in September after Universal Express declared war on naked short selling in a release that asked if jurors can see the damage it causes, "why can't the SEC?"
Mr. Tifford said the SEC demanded that Universal Express prove it was the victim of naked short selling. The company turned over documents and issued a new press release complaining of SEC intimidation. Another subpoena followed seeking documents on the company's ability to collect on its legal judgment. The flurry of press releases and subpoenas continued through the fall, with the SEC demanding years of canceled checks, deposit slips, and wire transfers, the complaint states.
After Universal Express announced plans in October to purchase North American Airlines, the SEC quickly subpoenaed the New York charter company's financial records. Universal Express sued for breach of contract when the deal was scrapped in November. In a countersuit, North American Airlines claimed Universal Express couldn't finance the deal and only announced it to lift its stock price.
"They said the money was on its way," said Kenneth Kelly, a New York attorney who represents North American Airlines. "It never came."
Mr. Kelly confirmed that North American Airlines received an SEC subpoena but said it was "very easy" to produce the information sought by SEC lawyers. Universal Express said the soured deal shows SEC subpoenas may cause " irreparable damage."
Along with filing the lawsuit, Universal Express says it has complained to SEC Chairman William Donaldson, New York Attorney General Eliot Spitzer and members of Congress, and asked the Justice Department to open a formal probe of the SEC. Mr. Tifford said the requests have gone unanswered.
- Judith Burns, Dow Jones Newswires; 202-862-6692; Judith.Burns@dowjones.com
"When the public is damaged by those entrusted to protect, it is time for the public to lynch those in charge and take justice into their own hands."
Meanwhile Big Brother and their Financiers Bigger by the Day
The Securities and Exchange Commission staff and New York Attorney
General Eliot Spitzer have announced settlement agreements in principle
with Bank of America over matters related to improper late day trading
and market timing of mutual funds. Bank of America agreed to pay $250
million in total disgorgement and restitution, of which $25 million would
go to shareholders of the affiliated Nations Funds, subject to further
discussions with the Nations Funds Board of Trustees, and the remainder
would be available to contribute to the reimbursement of shareholders
of other funds which, in the words of Bank of America, "were harmed by
the activities of others using Bank of America systems." The settlement
agreement allows Bank of America to seek recompense from the hedge
funds and other investors that used its systems to engage in market timing
and late trading activities, and Bank of America said that it intends
to do so. Bank of America also agreed to pay fines of $125 million, to
reduce mutual fund management fees by $80 million over five years, and
to exit the securities clearing business by the end of 2004. The
settlement is subject to final documentation and approval by the SEC.
Bank of America also agreed that eight members of the Nations Funds
Board will resign or otherwise leave the Board in the course of the next
year. The Board reportedly approved a measure that exempted a mutual
fund timer from a redemption fee that was implemented to discourage
market timing. According to reports in the Boston Globe, the Trustees were
taken by surprise by the agreement and have not committed to leaving
the Board.
Simultaneously, the SEC staff and Spitzer announced settlement
agreements in principle with subsidiaries of FleetBoston Financial Corporation
for allegedly allowing preferred customers to engage in short-term and
excessive trading. FleetBoston agreed to pay $70 million in
restitution, to pay an additional $70 million in penalties, and to reduce mutual
fund management fees by $80 million over five years. Final settlement
is contingent upon review and approval by the SEC. The settlements
were announced March 15, two days before the shareholders of Bank of
America and FleetBoston Financial, in separate votes, approved a merger of
the two companies.
The settlement documents are not yet available, but a number of press
releases and news reports are online. For the Boston Globe 3/17/04
article, see
http://www.boston.com/business/globe/articles/2004/03/17/pressure_to_quit_riles_trustees/
The Spitzer press release is at
http://www.oag.state.ny.us/press/2004/mar/mar15c_04.html
The SEC press release for the Bank of America settlement is at
http://www.sec.gov/news/press/2004-33.htm
and the SEC press release for the FleetBoston Financial settlement is
at
http://www.sec.gov/news/press/2004-34.htm
And the Bank of America press release is at
http://biz.yahoo.com/prnews/040315/clm063_1.html
Sierra Club Facing Hostile Takeover?
The future of the Sierra Club is at stake.
Outsiders are trying to take over the Club by placing stealth
candidates on the Club's board ballot this year. This is driven
by anti-immigration activists, and their tactics are underhanded --
they aren't declaring their real issue positions to members.
They hope that low participation and confusion will allow them
to stack the board of directors.
You can stop this, but you must vote now in the Sierra Club board
election. You probably have already received the ballot in the mail.
We've attached below an outreach from Groundswell Sierra -- a
volunteer network of Sierra Club members working to defeat this
threat. This outreach includes a list of endorsed candidates.
We recommending printing this email and having it on hand as you
fill out your ballot.
If you'd like more information on this threat, go to:
http://www.groundswellsierra.org/takeover_index.php
Thank you,
-Carrie, Joan, Noah, Peter, and Wes
The MoveOn.org team
Tuesday, March 18th, 2004
P.S. You won't be hearing from the Sierra Club directly about
this underhanded maneuver by anti-immigration activists. Sierra Club
staff cannot speak out about board elections. It's up to us.
You can review an article on this attempted takeover by former
Sierra Club President, Adam Werbach, at:
Hostile Takeover
Anti-immigration coalition seeks control of Sierra Club
By Adam Werbach / 3.9.04
http://inthesetimes.com/comments.php?id=644_0_2_0_M
Key excerpt:
"In 1998 the membership voted overwhelmingly to stay out of the
(immigration) issue, restating that the most effective way to deal
with the impact of population on the planet is to reduce levels
of American waste and to raise the global status of women."
P.P.S. You can vote on line, but only with your paper ballot
in hand. For more information:
http://www.groundswellsierra.org/vote.php
________________
ACTION ALERT FROM GROUNDSWELL SIERRA:
The Sierra Club has been targeted for a hostile takeover by
anti-immigration, animal rights and other groups who are running
petition candidates with no Sierra Club experience for the Board
of Directors. Don't take our word for it: The Los Angeles Times,
Santa Fe New Mexican, Denver Post, and Philadelphia Inquirer
have all warned that the threat is serious. That's why Groundswell
Sierra - a diverse group of Sierra Club volunteers who are working
to defend the Sierra Club - is asking you to support five Nominating
Committee-recommended candidates who have over 75 years of
collective experience as Sierra Club grassroots activists and will
put their loyalty to the Sierra Club above their personal agendas:
NICK AUMEN, Everglades restoration scientist and former
Sierra Club Treasurer and Vice President for Conservation.
DAVE KARPF, Recent Director of Sierra Student Coalition,
and Chair of the Sierra Club's Training and national EPEC
field programs.
JAN O'CONNELL, Sierra Club Treasurer, former Vice
President for Organizational Effectiveness, fundraiser in
the Sierra Club's beat-Bush effort.
SANJAY RANCHOD, delegate to the U.N. Kyoto global
warming negotiations and Chair of the Sierra Club's
Sustainable Planet Strategy Team.
LISA RENSTROM, leader of the Harvard project to
strengthen the Sierra Club's groups and chapters, former
Director, former Foundation Trustee, and former Chair of
the Sierra Club's fundraising efforts.
Nick, Dave, Jan, Sanjay, and Lisa have brought experience and
dedicated leadership to the Sierra Club. They have led our
conservation priority campaigns, the Sierra Club's EPEC program,
help strengthen the Sierra Club's financial health, run the Sierra
Student Coalition, and represented the Sierra Club at UN conferences
on the Kyoto accord on global warming. (For information on these
candidates, go to our website, http://www.groundswellsierra.org )
At a time when the Sierra Club's own democratic process is being
used against us, when our agenda and assets are targeted for takeover
by outsiders, we are giving Nick, Dave, Jan, Sanjay, and Lisa our
unqualified support. These are trusted leaders who have shown that
they value the Club's mission and grassroots culture, and who believe
only a united and strong Sierra Club can stop George Bush's assaults
on our air, water, wild lands and wildlife.
Finally, we would be remiss if did not acknowledge the invaluable
contributions former Board Directors Chad Hanson, Michael Dorsey
and Ed Dobson have made to the Sierra Club's conservation work,
and we wish them well in this election.
Please share this email with as many of your friends and other
Sierra Club members as you can. Urge them to visit our website
( http://www.groundswellsierra.org ),
and when their ballots arrive in early March, please VOTE!
There's a lot at stake. The following quotes explain why.
"We're only three directors away from controlling the board.
And, once we get three more directors elected...[We'll] change the
entire agenda of that organization."
-- Paul Watson, Sierra Club Director and animal rights activist
at the center of the take over effort.
"If they succeed. Our integrity, our credibility and our
reputation will be severely damaged and we will be rendered less
effective on all the issues our members care about."
-- Ross Vincent, long time Sierra Club activist.
"Fighting over immigration policy nearly destroyed the Sierra
Club's effectiveness once; it cannot be allowed to happen again by
electing people to the board whose purpose is to overthrow its
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our main task must be to end the worst administration in the history
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-- Paul Ehrlich, Bing Professor of Population Studies,
Stanford University
"Sierra Club has an essential role and voice in the debate over
the health of our environment. It is crucial that this voice and
leadership are maintained and strengthened during these
challenging times."
--Carol Browner, Chair of National Audubon Society, former
EPA Administrator, 1993-2001.
"Now more than ever we need a strong Sierra Club. With the
Bush administration's assault on the environment, we need directors
who care about its 112- year mission. Please support these five
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--Robert F. Kennedy, Jr., Environmentalist and NRDC
Board Member
Learn more: http://www.groundswellsierra.org
Scottrade client advisement PAYD) 3/16/2004
Trading On PAYD
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http://finance.yahoo.com/q?s=PAYD.OB
A Nation With Questions
Robert C. Byrd is a Democratic Senator from West Virginia.
The Senate Appropriations Committee opened hearings into the President's request for $87 billion for the military and for Iraqi reconstruction on September 22, 2003. Senator Byrd, the lead Democrat on the committee, made the following opening statement.
[The] President's request for an additional $87 billion for the military and for the reconstruction of Iraq is eye-popping. This request comes at a time when the American people are expressing serious reservations about the President's go-it-alone occupation of Iraq. The American people are asking questions about the reconstruction plan.
The Committee has before it the President's request for $87 billion for Iraq. The request arrived late Wednesday without detailed justification or explanation. That explanation arrived over the weekend. And we are gathered here today with the Committee vote on the supplemental expected as early as September 30. I hope that we will not be in such a rush. This is a complicated, controversial, and incredibly costly request that has enormous long-range funding and policy implications. It is not something that this Committee should rubberstamp. We ought to examine this request, line by line, and see if the high-minded rhetoric coming out of the White House matches its proposals. I believe that two days of hearings are not sufficient, and I hope that the Committee will take more time to consider this request. We need expert witnesses and independent analysis to advise us on these matters.
In his $87 billion request, the President asks future generations of Americans to pay for his war in Iraq. By refusing to pay for this war today and instead exacerbating the largest deficit in the nation's history, President Bush is forcing those young Americans who are now in kindergarten to pick up the tab for his war in Iraq.
If the President's $87 billion request is approved, the deficit for Fiscal Year 2004 could reach $535 billion. That assumes spending the $164 billion Social Security surplus in the streets of Baghdad. Such a deficit totals nearly $2,400 for every person in this country, almost $10,000 for every family of four. Just a few short years ago, we had eliminated annual deficits and were on a glide path to wiping out the debt by 2008. But that financial security has been destroyed in this Administration's fiscal "shock and awe" campaign.
The President's unsubstantiated justification for his war in Iraq has left the nation questioning the White House's current efforts. The Administration was wrong, it seems, on its claims of an Iraqi broad-scale, advanced weapons of mass destruction capability; the Administration was wrong on its claims that American soldiers would be welcomed with open arms as liberators; and the Administration remains wrong in its refusal to share authority and responsibility for the restoration of Iraq with the rest of the world. We obviously cannot accomplish this task alone; yet, that is exactly what we continue to attempt. It is no wonder that the country is losing confidence and patience in the President's Iraqi program. Many of us on this panel have seen what a loss of public confidence and trust can do to a war effort, to a government, and, indeed, to the fabric of a nation. I saw it in Vietnam. Have we not learned the lessons of our own past?
Despite the best hopes for an Iraqi democracy, we have begun to realize the worst fears of occupation. Hit-and-run murders of American soldiers. Guerilla tactics. Sabotage. We have forged a cauldron of contempt for America that may poison the efforts of peace throughout the Middle East and, indeed, the world. Winning the war has proved, by comparison, a far easier task than winning the peace. We had the weapons to win the war, but we have not shown the wisdom to win the peace.
What has become tragically clear is that the United States has no strong plan for reconstruction and no clear concept for maintaining order. America is stumbling through the dark, hoping by luck to find the lighted path to peace and stability in Iraq.
The Bush Administration's single-minded focus on Iraq has ignored, in large respect, the terrorist threat that produced the attack of September 11, 2001. The leader of that attack on our shores has not been found. Eyes have been trained solely on Iraq, while we remain vulnerable here at home. Many of us on this Committee have tried to better protect the American people from future terrorist attack. But, time after time, the Administration has actively opposed efforts to boost homeland security funds. In this request, however, the Bush Administration seems very willing to back Iraqi homeland security dollars.
The Administration fought against a $200 million boost for America's police officers, firefighters, and paramedics. But Iraqi first responders would get $290 million through this supplemental.
Last Wednesday, I along with Representatives David Obey and Martin Sabo offered an amendment to the homeland security appropriations conference report that would have provided $125 million to hire 1,300 customs inspectors on America's borders. That amendment was rejected as too expensive. Yet, on the exact same day, the President sent Congress this emergency request for $150 million for 5,350 border inspections personnel including 2,500 customs inspectors -- in Iraq.
The cost of the President's war in Iraq grows by the day. And even when the supplemental requests stop and our soldiers do finally come home, the American people will continue to pay for this war for years to come.
In essence, America faces two wars at once: the war brought against us with the attacks of September 11, 2001, and the war that we brought to Iraq on March 19, 2003. The Iraqi war was the wrong war, for the wrong reasons, against the wrong enemy. It is a tragedy of American foreign policy that the sympathy which most of the world had for the United States after 9-11 has been squandered by the Bush Administration's headlong pursuit of an unnecessary preemptive war against a sovereign country, a country which posed no imminent and direct threat to our national security.
Mr. Bremer, you are the President's point man for Iraqi reconstruction. You have been placed in an almost untenable position by a flawed policy and a nondescript plan that some have called "compassionate colonialism." I believe that the best approach for this Administration is to garner more dollars, men, and expertise from the United Nations. It is painfully obvious that, despite the best efforts of Mr. Bremer and those in charge of the American occupation of Iraq, we cannot continue on this path alone. We ought to seek help before we completely alienate the international community and give Iraq a future of chaos instead of stability.
Five months ago, Congress provided more than $70 billion in funds for military and reconstruction activities in Iraq and Afghanistan. Now, we learn that the Administration needs far more money for Iraq far sooner than it either anticipated or admitted. When it came to the President's last supplemental bill for Iraq, Congress could not get straight answers from the Administration on the expected cost or duration of the Iraq operations. We cannot afford to settle for evasions this time around.
http://www.tompaine.com/feature2.cfm/ID/8965
Kenneth Pollack: Revising the Case Against Iraq
War Advocate Concedes Experts Overstated WMD Threat
"mistakes were made by the intelligence community, and that Iraq's weapons programs were not as advanced as experts feared. He says Saddam's "inexplicable" behavior in the days before the U.S. assault that drove him from power helped mislead the Western intelligence community. But Pollack also says Bush administration officials practiced "creative omission" in their public use of intelligence information."
http://www.npr.org/features/feature.php?wfId=1601685
http://www.investorshub.com/boards/read_msg.asp?message_id=2636838
The Emperor's War Cabinet Has No Clothes Either
http://www.investorshub.com/boards/read_msg.asp?message_id=2636838
'Rise of the Vulcans: The History of Bush's War Cabinet'
When he was running for office, President Bush faced repeated challenges over his lack of experience in international affairs. For his campaign, he assembled a core group of foreign policy aides: Richard Armitage, Condoleezza Rice, and Paul Wolfowitz. The three dubbed themselves "the Vulcans," after the Roman god of fire, conveying an image of "power, toughness, resilience and durability."
http://www.npr.org/features/feature.php?wfId=1748559
The arrogance of American Supremacy is now being challenged by the entire world. The entire Bush administration is on its way out.
A High Price For A Hollow Victory
Robert C. Byrd is a Democratic Senator from West Virginia. It would be interesting to see and note that anyone in the Senate who voted for the spending bill on Iraq was also deceived on the subject. Those who voted against would be the only ones who were smart enough to see through the deception.
Sen. Byrd delivered the following remarks on November 3, 2003, as the Senate debated whether to grant final Congressional approval to the president's $87 billion funding request for the military and Iraqi reconstruction.
The Iraq supplemental conference report before the Senate today has been widely described as a victory for President Bush. If hardball politics and lock-step partisanship are the stuff of which victory is made, then I suppose the assessments are accurate. But if reasoned discourse, integrity and accountability are the measures of true victory, then this package falls far short of the mark.
In the end, the president wrung virtually every important concession he sought from the House-Senate conference committee. Key provisions that the Senate had debated extensively, voted on, and included in its version of the bill—such as providing half of the Iraq reconstruction funding in the form of loans instead of grants—were thrown overboard in the conference agreement. Senators who had made compelling arguments on the Senate floor only days earlier to limit American taxpayers' liability by providing some of the Iraq reconstruction aid in the form of loans suddenly reversed their position in conference and bowed to the power of the presidency.
Before us today is a massive $87 billion supplemental appropriations package that commits this nation to a long and costly occupation and reconstruction of Iraq, and yet the collective wisdom of the House and Senate appropriations conference that produced it was little more than a shadow play, choreographed to stifle dissent and rubber stamp the president's request.
Perhaps this take-no-prisoners approach is how the president and his advisers define victory, but I fear they are fixated on the muscle of the politics instead of the wisdom of the policy. The fact of the matter is, when it comes to policy, the Iraq supplemental is a monument to failure.
Consider, for example, that before the war, the president's policy advisers assured the American people that Iraq would largely be able to finance its own reconstruction through oil revenues, seized assets, and increased economic productivity. The $18 billion in this supplemental earmarked for the reconstruction of Iraq is testament to the fallacy of that prediction. It is the American taxpayer, not the Iraqi oil industry, that is being called upon to shoulder the financial burden of rebuilding Iraq.
The international community, on which the administration pinned such hope for helping in the reconstruction of Iraq, has collectively ponied up only $13 billion, and the bulk of those pledges, $9 billion, is in the form of loans or credits, not grants. But still, the president claims victory for arm-twisting Congress into reversing itself on the question of loans and providing the entire $18 billion in U.S. tax dollars in the form of outright grants to Iraq. I readily admit that how this convoluted logic can be construed as a victory for the president is beyond me.
But reconstruction is only part of the story. On May 1, the president stood on the deck of the U.S.S. Abraham Lincoln—strategically postured beneath a banner that declared "Mission Accomplished"—and pronounced the end of major combat operations in Iraq.
Since that day, however, more American military personnel have been killed in Iraq than were killed during the major combat phase of the war. According to the Defense Department, 376 American troops have been killed to date in Iraq, and nearly two-thirds of those deaths—238—have occurred since May 1. When President Bush uttered the unwise challenge, "Bring 'em on" on July 2, the enemy did indeed "bring them on", and with a vengeance! Since the president made that comment, more than 165 American soldiers have been killed in Iraq. And as the death toll mounts, it has become clear that the enemy intends to keep on "bringing 'em on."
The $66 billion in this supplemental, required to continue the U.S. military occupation of Iraq over the next year, and the steadily rising death toll, are testament to the utter hollowness of the president's declaration aboard the U.S.S. Abraham Lincoln and the careless bravado of his challenge to "bring 'em on".
It has been said many times on the floor of this Senate that a vote for this supplemental is a vote for our troops in Iraq. The implication is that a vote against the supplemental is a vote against our troops. I find that twisted logic to be both irrational and offensive. To my mind, backing a flawed policy with a flawed appropriations bill hurts our troops in Iraq more than it helps them. Endorsing and funding a policy that does nothing to relieve American troops in Iraq is not, in my opinion, a "support the troops" measure. Our troops in Iraq and elsewhere in the world have no stronger advocate than Robert C. Byrd. I support our troops, I pray for their safety, and I will continue to fight for a coherent policy that brings real help—not just longer deployments and empty sloganeering—to American forces in Iraq. The supplemental package before us does nothing to internationalize the occupation of Iraq and, therefore, it is not—I say not—a vote "for our troops" in Iraq. We had a chance, in the beginning, to win international consensus on dealing with Iraq, but the administration squandered that opportunity when the president gave the back of his hand to the United Nations and preemptively invaded Iraq. Under this administration's Iraq policy—endorsed in the president's so-called victory on this supplemental—it is American troops who are walking the mean streets of Baghdad and American troops who are succumbing in growing numbers to a common and all too deadly cocktail of anti-American bombs and bullets in Iraq.
The terrible violence in Iraq on Sunday—the deaths of 16 soldiers in the downing of an American helicopter, the killing of another soldier in a bomb attack, and the deaths of two American civilian contractors in a mine explosion—is only the latest evidence that the administration's lack of post-war planning for Iraq is producing an erratic, chaotic situation on the ground with little hope for a quick turnaround. We appear to be lurching from one assault on our troops to the next while making little if any headway in stabilizing or improving security in the country.
The failure to secure the vast stockpiles of deadly conventional weapons in Iraq—including shoulder-fired surface-to-air missiles such as the one that may have brought down the U.S. helicopter on Sunday—is one of many mistakes that the administration made that is coming back to haunt us today. But perhaps the biggest mistake, the costliest mistake—following the colossal mistake of launching a preemptive attack on Iraq—is the administration's failure to have a clearly defined mission and exit strategy for Iraq.
The president continues to insist that the United States will persevere in its mission in Iraq, that our resolve is unshakable. But it is time—past time—for the president to tell the American people exactly what that mission is, how he intends to accomplish it, and what his exit strategy is for American troops in Iraq. It is the American people who will ultimately decide how long we will stay in Iraq.
It is not enough for the president to maintain that the United States will not be driven out of Iraq by the increasing violence against American soldiers. He must also demonstrate leadership by presenting the American people with a plan to stem the freewheeling violence in Iraq, return the government of that country to the Iraqi people, and pave the way for the withdrawal of American troops from Iraq. We do not now have such a plan, and the supplemental conference report before us does not provide such a plan. The $87 billion in this appropriations bill provides the wherewithal for the United States to stay the course in Iraq when what we badly need is a course correction. The president owes the American people an exit strategy for Iraq, and it is time for him to deliver. I have great respect and affection for my fellow Senators and my colleagues on the Senate Appropriations Committee. But I have even greater respect and affection for the institution of the Senate and the Constitution by which it was established.
Every Senator, upon taking office, swears an oath to support and defend the Constitution. It is the Constitution—not the president, not a political party, but the Constitution—to which Senators swear an oath of loyalty. And I am here to tell you that neither the Constitution nor the American people are well served by a process and a product that are based on blind adherence to the will of the president at the expense of congressional checks and balances. It is as if, in a rush to support the president's policy, this White House is prepared to put blinders on the Congress.
This supplemental spending bill is a case in point. One of the earliest amendments that was defeated on the Senate floor was one that I offered to hold back a portion of the reconstruction money and give the Senate a second vote on whether to release it. Apparently, the president and his supporters did not want to give the Senate an opportunity to review the progress—or lack of progress—in Iraq and have a second chance to debate the wisdom of spending billions of taxpayers' dollars on the reconstruction effort.
Time after time, the conference committee was given opportunities to restore or impose accountability on the administration for the money being appropriated in the Iraq supplemental. And time after time, the conference majority beat back those measures. The conferees, for example, defeated, on a party line vote, an amendment I offered which would have required that the head of the Coalition Provisional Authority in Iraq be confirmed by the Senate. Senate confirmation would have ensured that the person who is managing tens of billions of dollars in Iraq for the American taxpayers would be accountable to the public. The current appointee, L. Paul Bremer III, is not. He answers to the Secretary of Defense and the president, not to Congress or the American people.
The conferees approved a provision creating an inspector general for the Coalition Provisional Authority, but I am dismayed that this individual is not subject to Senate confirmation. I am dismayed that the conferees defeated my amendment that would have required the inspector general to testify before Congress when invited. And I am dismayed that the president can refuse to send Congress the results of the inspector general's work. Could it be that the president's supporters in Congress are afraid to hear what the inspector general might tell them? Could it be that the president's supporters in Congress would rather blindly follow the president instead of risking reality by opening their eyes to what could be uncomfortable facts?
The conference also stripped out my amendment to the Senate bill that would have required the General Accounting Office to conduct ongoing audits of the expenditure of taxpayer dollars for the reconstruction of Iraq. On the Senate floor, my amendment requiring such audits was adopted 97 to 0. In the House-Senate conference, it was defeated by the Senate conferees on a 15 to 14 straight-line party vote.
Sprinkled throughout the Iraq supplemental conference report, provisions euphemistically described as "flexibilities" give the president broad authority to take the money appropriated by Congress in this bill and spend it however he wishes. I tried to eliminate or limit these flexibilities—and in a few cases succeeded—but there remain billions of dollars in this measure that can be spent at the discretion of the president or the Secretary of Defense. Although the money is appropriated by Congress, these so-called "flexibilities" effectively transfer the power of the purse from the Legislative Branch to the Executive Branch.
The dictionary definition of victory is simple and straightforward: success, conquest, triumph. Within the constraints of that simplistic definition, I suppose one could construe this package to be a victory for the president.
But I believe there is a moral undercurrent to the notion of victory that is not reflected in the dictionary definition. I believe that most Americans equate victory more closely with what is right than with simply winning. It is one thing to win, and the tactics be damned; it is quite another to be victorious. Victory implies doing what is right; doing what is right implies morality; morality implies standards of conduct. I do not include arm-twisting and intimidation in my definition of exemplary standards of conduct.
Moreover, we should not forget that not all victories are created equal. In 280 BC, Pyrrhus, the ruler of Epirus in Northern Greece, took his formidable armies to Italy and defeated the Romans at Heraclea, and again at Asculum in 279 BC, but suffered unbearably heavy losses. "One more such victory and I am lost," he said.
It is to Pyrrhus that we owe the term "pyrrhic victory," to describe a victory so costly as to be ruinous. This supplemental, and the policy which it supports, unfortunately, may prove to be a pyrrhic victory for the Bush administration.
The conference report before the Senate today is a flawed agreement that was produced by political imperative, not by reasoned policy considerations. This is not a good bill for our troops in Iraq. This is not a good bill for American taxpayers. This is not good policy for the United States.
Victory is not always about winning. Sometimes, victory is simply about being right. This conference report does not reflect the right policy for Iraq or the right policy for America. I oppose it and I will vote "no" on final passage.
http://www.tompaine.com/feature2.cfm/ID/9301
The Emperor Never Had Any Clothes:
The Emperor Has No Clothes
Robert C. Byrd is a Democratic Senator from West Virginia.
The following commentary was delivered on the floor of the U.S. Senate on October 17, 2003.
In 1837, Danish author Hans Christian Andersen wrote a wonderful fairy tale which he titled The Emperor's New Clothes. It may be the very first example of the power of political correctness. It is the story of the Ruler of a distant land who was so enamored of his appearance and his clothing that he had a different suit for every hour of the day.
One day two rogues arrived in town, claiming to be gifted weavers. They convinced the Emperor that they could weave the most wonderful cloth, which had a magical property. The clothes were only visible to those who were completely pure in heart and spirit.
The Emperor was impressed and ordered the weavers to begin work immediately. The rogues, who had a deep understanding of human nature, began to feign work on empty looms.
Minister after minister went to view the new clothes and all came back exhorting the beauty of the cloth on the looms even though none of them could see a thing.
Finally a grand procession was planned for the Emperor to display his new finery. The Emperor went to view his clothes and was shocked to see absolutely nothing, but he pretended to admire the fabulous cloth, inspect the clothes with awe, and, after disrobing, go through the motions of carefully putting on a suit of the new garments.
Under a royal canopy the Emperor appeared to the admiring throng of his people—all of whom cheered and clapped because they all knew the rogue weavers' tale and did not want to be seen as less than pure of heart.
But, the bubble burst when an innocent child loudly exclaimed, for the whole kingdom to hear, that the Emperor had nothing on at all. He had no clothes.
That tale seems to me very like the way this nation was led to war.
We were told that we were threatened by weapons of mass destruction in Iraq, but they have not been seen.
We were told that the throngs of Iraqi's would welcome our troops with flowers, but no throngs or flowers appeared.
We were led to believe that Saddam Hussein was connected to the attack on the Twin Towers and the Pentagon, but no evidence has ever been produced.
We were told in 16 words that Saddam Hussein tried to buy "yellow cake" from Africa for production of nuclear weapons, but the story has turned into empty air.
We were frightened with visions of mushroom clouds, but they turned out to be only vapors of the mind.
We were told that major combat was over but 101 [as of October 17] Americans have died in combat since that proclamation from the deck of an aircraft carrier by our very own Emperor in his new clothes.
Our emperor says that we are not occupiers, yet we show no inclination to relinquish the country of Iraq to its people.
Those who have dared to expose the nakedness of the administration's policies in Iraq have been subjected to scorn. Those who have noticed the elephant in the room—that is, the fact that this war was based on falsehoods—have had our patriotism questioned. Those who have spoken aloud the thought shared by hundreds of thousands of military families across this country, that our troops should return quickly and safely from the dangers half a world away, have been accused of cowardice. We have then seen the untruths, the dissembling, the fabrication, the misleading inferences surrounding this rush to war in Iraq wrapped quickly in the flag.
The right to ask questions, debate, and dissent is under attack. The drums of war are beaten ever louder in an attempt to drown out those who speak of our predicament in stark terms.
Even in the Senate, our history and tradition of being the world's greatest deliberative body is being snubbed. This huge spending bill has been rushed through this chamber in just one month. There were just three open hearings by the Senate Appropriations Committee on $87 billion, without a single outside witness called to challenge the administration's line.
Ambassador Bremer went so far as to refuse to return to the Appropriations Committee to answer additional questions because, and I quote: "I don't have time. I'm completely booked, and I have to get back to Baghdad to my duties."
Despite this callous stiff-arm of the Senate and its duties to ask questions in order to represent the American people, few dared to voice their opposition to rushing this bill through these halls of Congress. Perhaps they were intimidated by the false claims that our troops are in immediate need of more funds.
But the time has come for the sheep-like political correctness which has cowed members of this Senate to come to an end.
The Emperor has no clothes. This entire adventure in Iraq has been based on propaganda and manipulation. Eighty-seven billion dollars is too much to pay for the continuation of a war based on falsehoods.
Taking the nation to war based on misleading rhetoric and hyped intelligence is a travesty and a tragedy. It is the most cynical of all cynical acts. It is dangerous to manipulate the truth. It is dangerous because once having lied, it is difficult to ever be believed again. Having misled the American people and stampeded them to war, this administration must now attempt to sustain a policy predicated on falsehoods. The president asks for billions from those same citizens who know that they were misled about the need to go to war. We misinformed and insulted our friends and allies and now this administration is having more than a little trouble getting help from the international community. It is perilous to mislead.
The single-minded obsession of this administration to now make sense of the chaos in Iraq, and the continuing propaganda which emanates from the White House painting Iraq as the geographical center of terrorism is distracting our attention from Afghanistan and the 60 other countries in the world where terrorists hide. It is sapping resources which could be used to make us safer from terrorists on our own shores. The body armor for our own citizens still has many, many chinks. Have we forgotten that the most horrific terror attacks in history occurred right here at home!! Yet, this administration turns back money for homeland security, while the president pours billions into security for Iraq. I am powerless to understand or explain such a policy.
I have tried mightily to improve this bill. I twice tried to separate the reconstruction money in this bill, so that those dollars could be considered separately from the military spending. I offered an amendment to force the administration to craft a plan to get other nations to assist the troops and formulate a plan to get the U.N. in, and the U.S. out, of Iraq. Twice I tried to rid the bill of expansive, flexible authorities that turn this $87 billion into a blank check. The American people should understand that we provide more foreign aid for Iraq in this bill, $20.3 billion, than we provide for the rest of the entire world! I attempted to remove from this bill billions in wasteful programs and divert those funds to better use. But, at every turn, my efforts were thwarted by the vapid argument that we must all support the requests of the Commander in Chief.
I cannot stand by and continue to watch our grandchildren become increasingly burdened by the billions that fly out of the Treasury for a war and a policy based largely on propaganda and prevarication. We are borrowing $87 billion to finance this adventure in Iraq. The president is asking this Senate to pay for this war with increased debt, a debt that will have to be paid by our children and by those same troops that are currently fighting this war. I cannot support outlandish tax cuts that plunge our country into potentially disastrous debt while our troops are fighting and dying in a war that the White House chose to begin.
I cannot support the continuation of a policy that unwisely ties down 150,000 American troops for the foreseeable future, with no end in sight.
I cannot support a president who refuses to authorize the reasonable change in course that would bring traditional allies to our side in Iraq.
I cannot support the politics of zeal and "might makes right" that created the new American arrogance and unilateralism which passes for foreign policy in this administration.
I cannot support this foolish manifestation of the dangerous and destabilizing doctrine of preemption that changes the image of America into that of a reckless bully.
The emperor has no clothes. And our former allies around the world were the first to loudly observe it.
I shall vote against this bill because I cannot support a policy based on prevarication. I cannot support doling out 87 billion of our hard-earned tax dollars when I have so many doubts about the wisdom of its use.
I began my remarks with a fairy tale. I shall close my remarks with a horror story, in the form of a quote from the book Nuremberg Diaries, written by G.M. Gilbert, in which the author interviews Hermann Goering.
"We got around to the subject of war again and I said that, contrary to his attitude, I did not think that the common people are very thankful for leaders who bring them war and destruction.
"...But, after all, it is the leaders of the country who determine the policy and it is always a simple matter to drag the people along, whether it is a democracy or a fascist dictatorship or a Parliament or a Communist dictatorship.
"There is one difference," I pointed out. "In a democracy the people have some say in the matter through their elected representatives, and in the United States only Congress can declare wars."
"Oh, that is all well and good, but, voice or no voice, the people can always be brought to the bidding of the leaders. That is easy. All you have to do is tell them they are being attacked and denounce the pacifists for lack of patriotism and exposing the country to danger. It works the same way in any country."
http://www.tompaine.com/feature2.cfm/ID/9178
Yes, unless you are aware of your own past lives and know that you have to come back to whatever mess you make while you are here. People of that awareness level however usually don't go around supporting or starting wars. They know the laws of give and take.
Ambient Corporation (OTCBB:
ABTG), a leader in Power Line Communications (PLC) technology, announced
today
that it has received net proceeds of approximately $3.5 million from the
exercise of outstanding warrants.
The recent infusion of capital follows last month's announcement that
EarthLink,
one of the nation's largest ISPs (Internet Service Provider), had joined
Ambient's Advisory Board and concluded a $500,000 investment in Ambient.
On February 23, FCC Chairman Michael K. Powell, in his statement
announcing the
Notice of Proposed Rule Making (NPRM), that adopted new requirements and
measurement standards for PLC/Broadband Over Power Lines (BPL), stated, "I
am
confident that the proposals we adopt today balance the potential benefits
of
BPL services...I am optimistic and welcome the day when every electrical
outlet
will have the potential to offer high-speed broadband and a plethora of
high-tech applications to all Americans."
John J Joyce CEO of Ambient stated, "The effective elimination of
virtually all
of Ambient's convertible debt and the infusion of an additional $3.5
Million is
wonderful news for our investors. On a practical level it means not only
that we
are nearly free of long-term debt but for the first time in nearly three
years
we have the resources to take advantage of opportunities, seize the
initiative
and aggressively bring Power Line Communications to its ultimate
commercialization. Ambient is now able to fully focus on completing the
development of our extraordinary technology. In short we now have the
money to
do it right and if recent developments are any indication, it could not
have
happened at a better time."
Ambient also announced today that of the approximately $4.6 million in
principal
amount of its 6% three-year convertible debentures that were issued in
October
and November 2003, all but $145,500 have been converted, making the
Company
virtually free of long-term debt.
About Ambient Corporation
Ambient Corporation (OTC BB: ABTG) is a development stage company engaged
in the
design, development and marketing of equipment and technologies that
utilize
existing electrical power medium voltage and low voltage distribution
lines as a
medium for the delivery of broadband and other communication services. The
use
of an electric power distribution system as a high-speed communication
medium is
commonly referred to as "power line communication" or "broadband over
power
lines." Visit us at www.ambientcorp.com.
This press release may contain forward-looking statements that involve
risks and
uncertainties. These statements may differ materially from actual future
events
or results. Readers are referred to the documents filed by Ambient
Corporation
with the SEC, including the company's most recent report on Form 10-KSB
and
10-QSB, which identify important risk factors that could cause actual
results to
differ from those contained in the forward-looking statements. Ambient is
a
trademark of Ambient Corporation registered in the U.S. Patent and
Trademark
Office.
SOURCE: Ambient Corporation
CONTACT: Ambient Corporation
Anna E. Croop, 617-332-0004, ext. 210
anna.croop@ambientcorp.com
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-0-
KEYWORD: MASSACHUSETTS
INDUSTRY KEYWORD: TELECOMMUNICATIONS
NETWORKING
COMPUTERS/ELECTRONICS
Source: Comtext Market News
NASD Asks SEC To OK Tougher Short Sale Rules
By Carol S. Remond
A Dow Jones Newswires Column
NEW YORK (Dow Jones)--The NASD is taking steps to further tighten short
selling rules for its members.
NASD has asked the Securities and Exchange Commission to approve a new
rule
that would require clearing firms to make delivery, or take affirmative
steps to
make delivery, within 10 business days after settlement date for all short
sale
transactions with no exemption.
Under current NASD rules, bona fide market making activities and
arbitraged
positions are exempt from the 10-days delivery requirement. Under the new
rule
proposed by NASD, market making activities and arbitraged positions will no
longer be exempt.
NASD said the new delivery rule is needed to address abusive short selling
activities, including naked short selling or short selling without first
borrowing securities to make delivery.
A short seller typically borrows stock from a broker to sell it into the
market, betting that the share price will fall so that he can buy the stock
back
at a lower price and pocket the difference.
NASD said that naked short selling "can result in long-term failures to
deliver, including aggregate failures to deliver that exceed the total float
of
a security." NASD said it believes that such "extended failure to deliver
can
have a negative effect on the market."
"Existing NASD rules are designed to address the settlement of short sales
transactions, but NASD has concluded that these rules need to be revised and
updated to address directly the current problems occuring in the
marketplace,"
NASD said.
The move by NASD to tighten delivery rules follows the approval by the SEC
late last year of a more aggressive NASD affirmative determination rule that
closed a loophole that allowed non-NASD members, mostly foreign brokerage
firms,
to short stocks without first borrowing shares.
NASD's affirmative determination rule stipulates that brokers and dealers
engaged in a short sale transaction must make sure that shares can be
delivered
by settlement time, three days later. Market makers engaged in bona fide
market-making activities will continue to be exempt from affirmative
determination under NASD's tougher rule which is scheduled to take effect on
April 1.
To address concerns that the non-exemption of market making activites
could
lead to a lack of liquidity, NASD said that clearing firms will be able to
request two five-days extensions if they fail to deliver stock within
10-days.
"If delivery is not made within the requisite time period, the following
trading restriction will apply until delivery is effected: the account which
has
failed to deliver against its sale, or any other accounts held at the
clearing
firm by the legal or beneficial owner of such account, would be restricted
from
selling short the same security to which the failure to deliver pertains,"
according to the new NASD delivery rule.
NASD said that the proposed rule change will reduce the amount of extended
failures to deliver in securities and will enhance the integrity of the
market
and the clearance and settlement system. This is the first time that NASD
acknowledges problems and mounting failures to deliver stock necessary to
settle
transactions.
Although separate from it, the amended NASD affirmative determination rule
and
its new delivery rule fit tightly within new short selling regulations,
known
as Regulation SHO, being put forward by the SEC. Regulation SHO is currently
under review by the SEC staff after a period during which market
participants
were invited to comment on it.
As it stands, SHO will make it easier to short large-cap stocks since they
would do away with the "uptick" rule, which bans short selling on a stock
when
the price is falling. But it when it comes to the small-cap markets, where
it's
often impossible to borrow stock, the impact of SHO will be the opposite,
making
it harder to short sell stock.
Under SHO, a broker or an investor that fails to deliver within two days
after
the settlement date will effectively be unable to short sell that stock for
90
days. The new SEC rule sets a predetermined level of so-called clearing
fails,
cases in which a broker or investor cannot deliver stock within two days
after
settlement, which will trigger the 90-day blackout during which that
customer
will not be allowed to short sell that security. That 90-day exemption would
also affect trading of U.S. securities outside the U.S.
NASD said it will announce the effective date for its new delivery rule to
members "no later than 60 days following (SEC) approval. The effective date
will
be 90 days following publication of the Notice to Members announcing (SEC)
approval."
(Carol S. Remond is one of four "In The Money" columnists who take a
sophisticated look at the value of companies and their securities and
explore
unique trading strategies.)
-By Carol S. Remond; Dow Jones Newswires; 201 938 2074;
carol.remond@dowjones.com
(END) Dow Jones Newswires
18-03-04 2128GMT
StockGate: Short Days Numbered, 13 and Counting?
March 18, 2004. (FinancialWire) It’s 13 market days and counting to the second deadline set by the NASD for U.S. marketmakers and brokerages such as Charles Schwab (NYSE: SCH), to cut the lifelines of naked short-sellers and begin for the first time, by their own admittances in seeking the implementation delay of the new ahort-selling market regulations to April 1, to balance their certificate accounts.
Meanwhile, back at the ranch, it’s business as usual as companies like Energy Producers (OTCBB: EPGI) and World Wide Connect have had to deal with continued errors by the Depository Trust and Clearing Corp., Paid, Inc. (OTCBB: PAYD) still has apparent problems in identifying its holders despite having given the transfer agents and brokerages a second deadline for share exchanges, yet another company, Sports Resorts International, Inc. (NASDAQ: SPRI), has filed suit against brokers for alleged naked short selling.
Finally, several additional brokers and market-makers have had “wrist slaps” over their failures to make affirmative determinations, leaving such companies with the clear message from the NASD that it considers such events, while devastating to shareholders and developing companies, as technical oversights that can be purchased at will.
The continuing nationwide scandal has been dubbed “Stockgate.”
It’s like calling speeding tickets “speeding licenses,” leaving the offender free to speed again until pulled over by another traffic officer to “renew” the “license” to speed. In effect, such wrist-slaps are simply “naked shorting licenses,” and can continue indefinitely, treated by the offender simply as a “cost of doing business.”
Recently, Energy Producers, Inc. and World Wide Connect, Inc. (OTC: WWCT) announced an error by the Depository Trust Company in the electronic reorganization of International Group Holdings, Inc. (OTC: IGHI)
The companies said that several brokerage firms “called both concerned and confused as to what their clients, who previously held shares of IGHI, now owned.”
When World Wide Connect, Inc. reorganized their shares through a one for nine reverse split, the company said that DTC erroneously converted the old IGHI shares into WWCT free trading shares when they should have been converted into EGPI's newly issued restricted common stock.
“Because DTC reports their positions electronically any brokerage firm looking up a position for their clients who were previous owners of IGHI stock now see that the shares were converted into WWCT, when in fact, it should have shown that the IGHI shares were converted into restricted EGPI shares. Due to recent trading activities in WWCT it is with great concern by both companies that people may be selling a position in WWCT that they don't actually own.”
Earlier, Paid, Inc. said that its mandatory name change, CUSIP number change, trading symbol change and stock certificate change went haywire when “the industry treated the announcements solely as a name and CUSIP change without a mandatory exchange of stock certificates.”
And Donald J. Williamson, the largest shareholder of Sports Resorts International, Inc. and its CEO, filed a lawsuit in the United States District Court, State of Nevada, against various brokerage firms and market makers alleging they have engaged in unlawful "naked short sales" of shares of SPRI stock.
Among the parties named as defendants in the lawsuit are Goldman, Sachs & Co.; Archipelago Holdings, LLC; Knight Securities, LP; M. H. Myerson & Co., Inc.; and Westminister Securities Corp.
Recent wrist slaps have involved Falcon Research, Inc., fined $10,000, SG Cowen Securities Corporation, fined $230,000, and Sterne, Agee & Leach, Inc., fined $35,000.
Recently, leading market makers and brokers named in various lawsuits and other actions, including FleetBoston (NYSE: FBF), Goldman, Sachs & Co. (NYSE: GS), H. Myerson & Co., Inc. (NASDAQ:MHMY), Olde / H&R Block (NYSE: HRB), Charles Schwab (NYSE: SCH), Toronto-Dominion’s (NYSE: TD), TD Waterhouse Group and vFinance, Inc. (OTCBB: VFIN). A.G. Edwards, Inc. (NYSE: AGE), Ameritrade Holding Corp. (NASDAQ:AMTD), Deutsche Bank AG (NYSE: DB), and ETrade Group, Inc. (NYSE: ET), were given a “reprieve” until April 1 to comply with new short-selling market regulations imposed by the NASD after the SEC had “sat on” the NASD request to plug material loopholes for almost 2-1/2 years.
For some in the industry, the fact that the new date coincides with “April Fool” was not lost.
The NASD noticed its members that it is “delaying the effective date of amendments to Rule 3370 (Prompt Receipt and Delivery of Securitiesthe "Affirmative Determination" Rule) approved by the SEC in November 2003,1 until April 1, 2004.
“The amendments expand the scope of the affirmative determination requirements to include orders received from broker/dealers that are not members of NASD ("non-member broker/dealers"). The effective date of the amendments originally was March 8, 2004,” said the notice.
The proposed and now delayed rule is on the web at http://www.nasdr.com/2610_2004.asp#04-03
The rule itself, while welcomed by small companies and their shareholders in the U.S., nevertheless raised an outcry because the NASD’s request to put it into effect had set on a shelf at the SEC since 2001.
Meanwhile, CBS Marketwatch, a venture between Marketwatch (NASDAQ: MKTW) and Viacom’s (NYSE: V) CBS unit, has suggested that victims of securities fraud may be able to file for theft claims on tax returns instead of capital losses.
The scandal has embroiled hundreds of companies and dozens of brokers and marketmakers, in a web of internaitional intrigue, manipulative short-selling and cross-border accusations and denials.
Comments on Regulation SHO ended January 5, and may be viewed at http://www.sec.gov/rules/proposed/s72303.shtml .
Some 122 companies, including 13 brokers, such as FleetBoston (NYSE: FBF), Goldman, Sachs & Co. (NYSE: GS), H. Myerson & Co., Inc. (NASDAQ:MHMY), Olde / H&R Block (NYSE: HRB), Charles Schwab (NYSE: SCH), Toronto-Dominion’s (NYSE: TD), TD Waterhouse Group and vFinance, Inc. (OTCBB: VFIN). A.G. Edwards, Inc. (NYSE: AGE), Ameritrade Holding Corp. (NASDAQ:AMTD), Deutsche Bank AG (NYSE: DB), and ETrade Group, Inc. (NYSE: ET), have been embroiled for over a year in a raging controversy
The remaining 109 companies among the 122 named to date have issued press releases or been named in the media as having been victimized, or as taking various actions, either alone or in concert with other companies, to oppose manipulative trading in the form of illegal naked short selling. The actions have ranged from lawsuits to withdrawals and threatened withdrawals from the electronic trading system managed by the Depository Trust & Clearing Corp., to withdrawals from toxic financings, to the issuance of dividends or name changes designed to squeeze manipulators, to joining associations or networks or to contacting regulatory authorities to provide documentation of abuses or otherwise complain.
The complete list of those 108 companies include Advanced Viral Research Corp. (OTCBB: ADVR), AdZone Research, Inc. (OTCBB: ADZR), Amazon Natural Treasures (OTC: ANTD), America's Senior Financial Services (OTCBB: AMSE), American Ammunition, Inc. (OTCBB: AAMI), AngelCiti Entertainment (OTCBB: AGLC), ATSI Communications, Inc. (OTC: ATSC), Federal Agricultural Mortgage / Farmer Mac (NYSE: AGM) Allied Capital (NYSE: ALD), American Motorcycle (OTC: AMCYV), American International Industries (OTCBB: AMIN), Ameri-Dream (OTC: AMDR), Adirondack Pure Springs Mt. Water Co. (OTCBB: APSW), ATSI Communications, Inc. (OTC: ATSC) Bluebook International (OTCBB: BBIC), Blue Industries (OTCBB: BLIIV), Bentley Communications (OTCBB: BTLY), BIFS Technologies Corporation (OTCBB: BIFT), Biocurex (OTCBB: BOCX). Broadleaf Capital Partners, Inc. (OTCBB: BDLF), Chattem, Inc. (NASDAQ:CHTT), Critical Home Care (OTCBB: CCLH), Composite Holdings (OTC: COHIA), CyberDigital, Inc. (OTCBB: CYBD). Diamond International Group (OTCBB: DMND), Dobson Communications Corp. (NASDAQ:DCEL), Eagle Tech Communications (OTC: EATC), Edgetech Services (OTCBB: EDGH);
Also, Endovasc Ltd. (OTCBB: EVSC), Enviro-Energy Corporation (OTCBB: ENGY), Environmental Products & Technologies (OTC: EPTC), Environmental Solutions Worldwide, Inc. (OTCBB: ESWW), EPIXTAR Corp. (OTCBB: EPXR), eResearchTechnologies, Inc. (NASDAQ:ERES), Flight Safety Technologies (OTCBB: FLST), Freddie Mac (NYSE: FRE), FreeStar Technologies (OTCBB: FSRCE), Front Porch Digital,
Inc. (OTCBB: FPDI), Geotec Thermal Generators, Inc. (OTCBB: GETC), Genesis Intermedia (OTC: GENI), GeneMax Corp. (OTCBB: GMXX), Global Explorations Inc (OTC: GXXL), Global Path (OTCBB: GBPI), GloTech Industries, Inc. (OTCBB: GTHI), Green Dolphin Systems (OTCBB: GLDS), Group Management (OTCBB: GPMT), Hop-On (OTC: HPON), H-Quotient, Inc., (OTCBB: HQNT), Hyperdynamics Corp. (OTCBB: HYPD), International Biochem (OTCBB: IBCL), Intergold Corp. (OTCBB: IGCO), International Broadcasting Corporation (OTCBB: IBCS), InternetStudios, Inc. (OTCBB: ISTO), ITIS Holdings (OTCBB: ITHH), Investco Corp. (OTCBB: IVCO), Lair Holdings (OTC: LAIR), Lifeline BioTechnologies Inc. (OTC: LBTT), Life Energy & Technology (OTCBB: LETH), MBIA (NYSE: MBI);
Also, MegaMania Interactive (OTC: MNIA), MetaSource Group, Inc. (OTCBB: MTSR), Midastrade.com (OTC: MIDS), Make Your Move (OTCBB: MKMV), Medinah Minerals (OTC: MDMN), MSM Jewelry Corp. (OTC: MSMC), Nanopierce Technologies, Inc. (OTCBB: NPCT), Nutra Pharmaceutical (OTCBB: NPHC), Nutek (OTCBB: NUTK), Navigator Ventures (OTC: NVGV), Orbit E-Commerce, Inc. (OTCBB: OECI), Pitts & Spitts (OTC: PSPP), Sales OnLine Direct (OTCBB: PAID), Pacel Corp. (OTCBB: PACC), PayStar Corporation (OTC: PYST), Petrogen Corp. (OTCBB: PTGC), Pinnacle Business Management (OTC: PCBM), Premier Development & Investment, Inc. (OTCBB: PDVN), PrimeHoldings.com, Inc. (OTC: PRIM), Phlo Corporation (OTCBB: PHLC), Resourcing Solutions (OTC: RESG), Reed Holdings (OTC: RDHC), Rocky Mountain Energy Corp. (OTCBB: RMECE), RTIN Holdings (OTCBB: RTNHE), Saflink Corp. (NASDAQ:SFLK), Safe Travel Care (OTCBB: SFTVV), Sedona Corp. (OTCBB: SDNA);
Also, Sionix Corp. (OTCBB: SINX), Sonoran Energy (OTCBB: SNRN), Starmax Technologies (OTC: SMXIF), Storage Suites America (OTC: SSUA), Suncomm Technologies (OTC: STEH), Sports Resorts International (NASDAQ:SPRI), Technology Logistics (OTC: TLOS), Swiss Medica, Inc. (OTCBB: SWME), Ten Stix, Inc. (OTCBB: TNTI), Tidelands Oil (OTCBB: TIDE), Titan Construction (OTC: TTCS), Trezac Corp. (OTCBB: TRZAV), Universal Express, Inc. (OTCBB: USXP), Valesc Holdings, Inc. (OTCBB: VLSHV), Vega Atlantic (OTCBB: VGAC), Viragen (AMEX: VRA), Viragen International (OTCBB: VGNI), Vista Continental Corporation, (OTCBB: VICC), Viva International (OTCBB: VIVI), Vtex Energy (OTCBB: VXENE) and Wizzard Software (OTCBB: WIZD), WorldTradeShow.com (OTC: WTSW) and Y3K Secure Enterprise Software, Inc. (OTCBB: YTHK).
Earlier in 2003, the SEC fined Rhino Advisors, Inc., $1 million for its representation of Amro International in the financing and manipulation of Sedona Corp. Amro, also known as AMRO, was registered in Panama, a secretive offshore haven, but was not named in the SEC settlement. Another 60 public companies may have been manipulated by the fined Rhino Advisors and its indicted principals, or its funding apparatus, Amro.
These include:
All American Food Group Inc (OTC: AAFGQ), Amanda Co Inc (OTC: AMNA), Antra Holdings (OTC: RECD), Aquis Communications Group Inc (OTCBB: AQUIS), Avanir Pharmaceuticals (AMEX: AVN), Bionutrics Inc (OTC: BNRX), Brilliant Digital Entertainment Inc (AMEX: BDE), Bravo! Foods International Corp. (OTCBB: BRVOE), Butler National Corp (NASDAQ: BUTL), Calypte Biomedical Corp (OTCBB: CYPT), Chemtrak Inc/DE (OTC: CMTR), Clicknsettle Com Inc (OTCBB: CLIK), Corporate Vision Inc (OTC: CVIA), Crown Laboratories Inc/DE (OTC: CLWB), Dental Medical Diagnostic Systems Inc (OTC: DMDS), Detour Media Group Inc (OTC: DTRM),
Also, Digital Privacy Inc/DE (OTC: DGPV), Senior Services Inc (OTC: DISS), International Inc (OTC: DYNX), Endovasc Ltd Inc (OTCBB: EVSC), Esynch Corp/CA (OTCBB: ESYN), Focus Enhancements Inc (NASDAQ: FSCE), Frederick Brewing Co (OTC: FRBW), Greystone Digital Technology Inc (OTC: GSTN), Havana Republic Inc/FL (OTCBB: HVNR), Henley Healthcare Inc (OTC: HENL), Hollywood Media Corp (NASDAQ: HOLL), Ibiz Technology Corp (OTCBB: IBZT), Diagnostic Systems Inc/FL (OTCBB: IMDS), Imaging Technologies (OTCBB: IMTO), Integrated Surgical Systems Inc (OTCBB: RDOC),
Also, Interferon Sciences Inc (OTC: IFSC), Interiors Inc (OTC: ITRNA), Laminaire Corp (OTC: THMZ), Medisys Technologies Inc (OTC: SCEP), Milestone Scientific Inc/NJ (AMEX: MS), Nevada Manhattan Group Inc (OTC: NVMH), Innovations Inc (OTCBB: NTGE), Systems Group (OTC: OSYM), Pacific Systems Control Technology Inc (OTCBB: PFSY), Professional Transportation Group Ltd Inc (OTC: TRUC), Rnethealth Inc (OTC: RNTT),
Also, Sand Technology Inc (NASDAQ: SNDT), Sedona Corp (OTCBB: SDNA), Silverado Foods Inc (OTC: SVFO), Stockgroup Information Systems (OTCBB: SWEB) Surgilight Inc (OTC: SRGL), Tasty Fries Inc (OTCBB: TFRY), Tech Laboratories Inc (OTCBB: TCHL), Teltran International Group Ltd (OTC: TLTG), Titan Motorcycle Co of America Inc (OTC: TMOTQ), Trans Energy Inc (OTCBB: TSRG), Motorcycle Co (OTC: UMCC), Universal Communication Systems Inc (OTCBB: UCSY), Medical Systems Inc (OTC: UMSI), Vianet Technologies Inc (OTC: VNTK),Viragen Inc (AMEX: VRA), Webcatalyst Inc (OTC: WBCL), Worldwide Wireless Networks Inc (OTCBB: WWWNQ), and ZAP (OTCBB: ZAPZ).
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GameZnFlix, Inc. Meets With Hollywood Executive Producers
Wednesday March 10, 8:54 am ET
HOLLYWOOD, Calif., March 10 /PRNewswire-FirstCall/ -- GameZnFlix, Inc. (OTC Bulletin Board: GZFX - News), an online video game rental company, announced that it attended an invitational only party to meet with Hollywood executive producers.
Distinguished Hollywood producer/director and academy award winner, T. Joseph Coleman, CEO of Sun Network Group, Inc. present at the gathering, stated, "By applying the 'NetFlix' model to video games as well as DVD's, coupled with their recently acquired video game assets, this should position GameZnFlix as an industry leader with a loyal, cross promoted subscriber base for both products. The online movie and video game subscription business should grow exponentially in the next few years."
GameZnFlix, Inc. currently markets its video game rentals through its wholly owned subsidiary, www.VeeGeeZ.com and in the near future will be opening a new website www.GameZnFlix.com to offer both DVD movies and video game rentals. The company has currently has two distribution centers, Los Angeles, California and Franklin, Kentucky, with plans for an additional two to three more centers during 2004.
John Fleming, CEO/President stated, "The company is pleased to have been invited to this gathering. These types of meetings will assist GameZnFlix in meeting our business plan of becoming involved in the entertainment business during 2004."
For more information contact John Fleming, CEO of GameZnFlix, Inc. , +1-270-598-0385 or e-mail IR@gameznflix.com or examine the following websites:
GameZnFlix, Inc.: http://www.gameznflix.com
Veegeez.com, LLC: http://www.veegeez.com
Certain statements in this news release may contain forward-looking information within the meaning of Rule 175 under the Securities Act of 1933 and Rule 3b-6 under the Securities Exchange Act of 1934, and are subject to the safe harbor created by those rules. All statements, other than statements of fact, included in this release, including, without limitation, statements regarding potential future plans and objectives of the company, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Technical complications that may arise could prevent the prompt implementation of any strategically significant plan(s) outlined above. The company cautions that these forward looking statements are further qualified by other factors including, but not limited to those, set forth in the company's Form 10-KSB filing and other filings with the United States Securities and Exchange Commission (available at www.sec.gov ). The company undertakes no obligation to publicly update or revise any statements in this release, whether as a result of new information, future events or otherwise.
--------------------------------------------------------------------------------
Source: GameZnFlix, Inc.
THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON
EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT") OR ANY STATE SECURITIES ACT. NEITHER THIS WARRANT NOR SUCH
SECURITIES MAY BE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (B) UPON
RECEIPT BY THE ISSUER OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER, WHICH
OPINION OF COUNSEL SHALL BE IN FORM AND CONTENT SATISFACTORY TO THE ISSUER, TO
THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT AND SUCH
STATE SECURITIES LAWS.
WARRANT
TO PURCHASE COMMON STOCK OF
QUINTEK TECHNOLOGIES, INC.
Warrant No. ___
THIS CERTIFIES that, as of January 31, 2003, for value received, Zubair Kazi or
his permitted assigns registered on the books of the Company (collectively, the
"Holder"), is entitled to purchase from Quintek Technologies, Inc., a California
corporation (the "Company"), at any time, during the exercise period referred to
in Section 1 hereof, 4,500,000 shares, subject to adjustment as set forth herein
(the "Shares"), of fully paid and nonassessable shares of common stock of the
Company (the "Common Stock"). The Warrant Exercise Price will be equal to $0.02
(Two Cents). This Warrant shall be exercisable only in whole, not in part.
Such share purchase shall be payable in the lawful currency of the United States
of America, subject to adjustment as set forth herein. As used herein, the term
"Warrant" shall include any warrant or warrants hereafter issued in consequence
of transfer of this Warrant in whole.
1
<PAGE>
1. Exercise; Payment for Ownership Interest. Upon the terms and
subject to the conditions set forth herein, this Warrant may be exercised only
in whole by the Holder hereof at any time on or after the date hereof and prior
to 5 p.m. New York time on July 31, 2003, by presentation and surrender of this
Warrant to the principal offices of the Company, together with the Purchase Form
annexed hereto, duly executed, and accompanied by payment to the Company of an
amount equal to the Warrant Exercise Price multiplied by the number of Shares as
to which this Warrant is then being exercised (the "Purchase Price"). Such
payment may be made, at the option of the Holder, by cash, money order,
certified or bank cashier's check or wire transfer.
Any transfer of this Warrant or the Shares obtained by Holder in
exercise of this Warrant is subject to the limitations imposed by the Consulting
Agreement pursuant to which this Warrant was initially issued and the
requirement that such securities are registered on Form S-8 under the Securities
Act of 1933, as amended, or any successor legislation thereto (the "1933 Act")
and applicable state securities laws or is exempt from registration under such
laws. The Holder of this Warrant shall be deemed to be a shareholder with
respect to the Shares as to which this Warrant is exercised in accordance
herewith effective immediately after the close of business on the date on which
the Holder shall have delivered to the Company this Warrant in proper form for
exercise and payment by certified or official bank check or wire transfer of the
cash purchase price for the number of Shares as to which the exercise is being
made. Upon any exercise and surrender of this Warrant, the Company (a) will
issue and deliver to the Holder a certificate or certificates in the name of the
Holder for the largest whole number of Shares to which the Holder shall be
entitled and, in lieu of any fractional Share to which the Holder otherwise
might be entitled, cash in an amount equal to the fair value of such fractional
share (determined in such reasonable and equitable manner as the Board of
Directors of the Company shall in good faith determine), and (b) will deliver to
the Holder such other securities, properties and cash which the Holder may be
entitled to receive upon such exercise, pursuant to the provisions of this
Warrant.
2. Anti-Dilution Provisions. The Share Price in effect at any time and
the number and kind of securities issuable upon exercise of this Warrant shall
be subject to adjustment from time to time upon the happening of certain events
as follows:
2
<PAGE>
2.1 Reorganization, Reclassification, Consolidation, Merger, Sale
or Lease. If any capital reorganization, reclassification or any other
change of capital stock of the Company, or any consolidation or merger
of the Company with another person, or the sale or transfer of all or
substantially all of its assets to another person shall be effected in
such a way that holders of shares of Common Stock shall be entitled to
receive securities or assets with respect to or in exchange for their
shares of Common Stock, then provision shall be made by the Company, in
accordance with this Section 2.1, whereby the Holder hereof shall
thereafter have the right to purchase and receive, upon the basis and
upon the terms and conditions specified in this Warrant and in addition
to or in exchange for, as applicable, the Shares subject to this
Warrant immediately theretofore purchasable and receivable upon the
exercise of the rights represented hereby, such securities or assets as
would have been issued or payable with respect to or in exchange for
the aggregate Shares immediately theretofore purchasable and receivable
upon the exercise of the rights represented hereby if exercise of the
Warrant had occurred immediately prior to such reorganization,
reclassification, consolidation, merger or sale. The Company will not
effect any such consolidation, merger, sale, transfer or lease unless
prior to the consummation thereof the successor entity (if other than
the Company) resulting from such consolidation or merger or the entity
purchasing such assets shall assume by written instrument (i) the
obligation to deliver to the Holder such securities or assets as, in
accordance with the foregoing provisions, the Holder may be entitled to
purchase, and (ii) all other obligations of the Company under this
Warrant. The provisions of this Section 2.1 shall similarly apply to
successive consolidations, mergers, sales, transfer, or leases. In the
event that in connection with any such capital reorganization or
reclassification, consolidation, merger, sale or transfer, additional
shares of Common Stock shall be issued in exchange, conversion,
substitution or payment, in whole or in part, for a security of the
Company other than Common Stock, any such issue shall be treated as an
issue of Common Stock covered by the provisions of Section 2.1 hereof.
2.2 Dividends; Distributions; Reclassifications. In addition to
those adjustments set forth in Section 2.1, but without duplication of
the adjustments to be made under such Section, if the Company:
(1) declares or pays a dividend or makes a
distribution on its Common Stock in shares
of its Common Stock;
(2) subdivides or reclassifies its outstanding
shares of Common Stock into a greater number
of shares;
(3) combines or reclassifies its outstanding
shares of Common Stock into a smaller number
of shares;
(4) makes a distribution on its Common Stock in
shares of its capital stock other than
Common Stock; and/or
(5) issues, by reclassification of its Common
Stock, any shares of its capital stock;
3
<PAGE>
then the number and kind of Shares purchasable upon exercise of this Warrant
shall be adjusted so that the Holder upon exercise hereof shall be entitled to
receive the kind and number of Shares or other securities of the Company that
the Holder would have owned or have been entitled to receive after the happening
of any of the events described above had this Warrant been exercised immediately
prior to the happening of such event or any record date with respect thereto. An
adjustment made pursuant to this Section 2.2 shall become effective immediately
after the record date in the case of a dividend or distribution and shall become
effective immediately after the effective date in the case of a subdivision,
combination or issuance. If, as a result of an adjustment made pursuant to this
Section 2.2, the Holder of this Warrant thereafter surrendered for exercise
shall become entitled to receive shares of two or more classes of capital stock
of the Company, the Board of Directors (whose determination shall be conclusive
and shall be described in a written notice to all holders of Warrants within ten
(10) business days after such adjustment) shall determine the allocation of the
adjusted Share Price between or among shares of such classes of capital stock.
The adjustment to the number of Shares purchasable upon the exercise of
this Warrant described in this Section 2.2 shall be made each time any event
listed in paragraphs (i) through (v) of this Section 2.2 occurs.
In the event that at any time, as a result of an adjustment made
pursuant to this Section 2, the Holder of this Warrant thereafter shall become
entitled to receive any shares of the Company, other than Common Stock,
thereafter the number of such other shares so receivable upon exercise of this
Warrant shall be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions with respect to the
Common Stock contained in Sections 2.1 hereof.
2.3 Notice of Adjustments. Upon the occurrence of each
adjustment or readjustment of the Share Price pursuant to this Section
2, the Company at its expense will promptly compute such adjustment or
adjustment in accordance with the terms of this Warrant and prepare a
certificate setting forth such adjustment or readjustment, including a
statement of the adjusted Share Price or adjusted number of shares of
Common Stock, if any, issuable upon exercise of each Warrant,
describing the transaction giving rise to such adjustments and showing
in detail the facts upon which such adjustment or readjustment is
based. The Company will within thirty (30) days of such adjustment
mail, by first class mail, postage prepaid, a copy of each such
certificate to the Holder of this Warrant at the address of such Holder
as shown on the books of the Company, and to its Transfer Agent.
4
<PAGE>
2.4 DeMinimis Limitation. No adjustment in the Share Price
shall be required unless such adjustment would require an increase or
decrease of at least one-tenth cent ($0.001) in such price; provided,
however, that any adjustments which by reason of this Section 2.4 are
not required to be made shall be carried forward and taken into account
in any subsequent adjustment required to be made hereunder. All
calculations under this Section 2 shall be made to the nearest cent or
to the nearest one-hundredth of a share, as the case may be.
3. No Voting Rights. This Warrant shall not be deemed to confer upon
the Holder any right to vote or to consent to or receive notice as a stockholder
of the Company, as such, in respect of any matters whatsoever, or any other
rights or liabilities as a stockholder, prior to the exercise hereof.
4. Transfer Restrictions. This Warrant and all rights hereunder are
transferable, in whole only, at the principal offices of the Company by the
Holder hereof, upon surrender of this Warrant properly endorsed; provided,
however, that without the prior written consent of the Company, this Warrant and
all rights hereunder may be transferred only (i) to a family member of the
Holder or if the Holder is not an individual, to any partner, member or
shareholder of Holder; (ii) to an affiliate of the initial Holder or to an
affiliate of any member, partner or shareholder of the Holder hereof or
successor in interest to any such person; or (iii) pursuant to the registration
of this Warrant or the Shares under the 1933 Act or subsequent to one year from
the date hereof pursuant to an exemption under Rule 144 or other exemption from
such registration. In no event may this Warrant or the Shares be transferred to
a transferee that is not be eligible to receive a transfer of shares of Common
Stock.
5. Warrants Exchangeable; Loss, Theft, Destruction, Etc. This Warrant
is exchangeable, upon surrender hereof by the Holder hereof at the principal
offices of the Company, for new Warrants of like tenor representing in the
aggregate the right to subscribe for and purchase the Shares which may be
subscribed for and purchased hereunder, each such new Warrant to represent the
right to subscribe for and purchase such Shares (not to exceed the maximum
aggregate Shares which may be purchased hereunder) as shall be designated by
such Holder hereof at the time of such surrender. Upon receipt of evidence
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of any such loss, theft or destruction, upon
delivery of a bond or indemnity satisfactory to the Company, or, in the case of
any such mutilation, upon surrender or cancellation of this Warrant, the Company
will issue to the Holder hereof a new Warrant of like tenor, in lieu of this
Warrant, representing the right to subscribe for and purchase the Shares which
may be subscribed for and purchased hereunder.
6. Legends; Investment Representations. Any certificate evidencing the
securities issued upon exercise of this Warrant shall, unless the securities
underlying this Warrant have been registered under the 1933 Act, bear a legend
in substantially the following form:
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<PAGE>
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). SUCH
SECURITIES MAY NOT BE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR
(B) UPON RECEIPT BY THE ISSUER OF AN OPINION OF COUNSEL SATISFACTORY TO THE
ISSUER, WHICH OPINION OF COUNSEL SHALL BE IN FORM AND CONTENT SATISFACTORY TO
THE ISSUER, TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER
THE ACT AND SUCH STATE SECURITIES LAWS.
7. Reservation of Shares. The Company will immediately, and at all
times, reserve and keep available, free from preemptive rights, out of the
aggregate of its authorized but unissued Common Stock or its authorized and
issued Common Stock held in its treasury, solely for the purpose of enabling it
to satisfy any obligation to issue Shares upon exercise of this Warrant, the
maximum number of shares of Common Stock which may then be deliverable upon the
exercise of this Warrant.
The transfer agent for the Common Stock (the "Transfer Agent") and
every subsequent transfer agent for any shares of the Company's capital stock
issuable upon the exercise of any of the rights of purchase pursuant hereto will
be irrevocably authorized and directed at all times to reserve such number of
authorized shares as shall be required for such purpose. The Company will keep a
copy of this Warrant on file with the Transfer Agent and with every subsequent
transfer agent for any shares of the Company's capital stock issuable upon the
exercise of the rights of purchase represented by this Warrant. The Company will
furnish such Transfer Agent a copy of all notices of adjustments and
certificates related thereto transmitted to the Holder pursuant to Section 2
hereof.
The Company covenants that all Shares which may be issued upon exercise
of this Warrant will, upon issue, be fully paid, nonassessable, free of
preemptive rights and free from all liens and security interests with respect to
the issue thereof.
8. Descriptive Headings and Governing Law. The descriptive headings of
the several paragraphs of this Warrant are inserted for convenience only and do
not constitute a part of this Warrant. This Warrant shall be construed and
enforced in accordance with the laws of California, and the rights of the
parties shall be governed by, the law of California.
9. Subsequent Holders. If this Warrant is subsequently held by more
than one Holder, then each holder shall be responsible for their proportionate
share of the obligations of the Holder hereunder and the terms of this Warrant
shall apply proportionately to each such holder.
[INTENTIONALLY BLANK]
10. Miscellaneous. The Company shall pay all expenses and other charges
payable in connection with the preparation, issuance and delivery of this
Warrant and all substitute Warrants other than as set forth in this Section 10.
The Holder shall pay all taxes in connection with such issuance and delivery of
the Warrants and the Shares.
6
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The Company shall maintain, at the office or agency of the
Company maintained by the Company, books for the registration and transfer of
the Warrant.
IN WITNESS WHEREOF, this Warrant Agreement has been as of the
day and year first written above.
QUINTEK TECHNOLOGIES, INC.
By: /s/ Robert Steele
---------------------------
Name: Robert Steele
Title: Chief Executive Officer
PURCHASE FORM
Dated: , 200_
------------------- ---
The undersigned Holder hereby irrevocably elects to exercise the within
Warrant to the extent of purchasing Shares and hereby makes payment of $________
in payment of the exercise price thereof.
--------------------
(Holder)
7
http://www.sec.gov/Archives/edgar/data/1107714/000093173103000054/ex10no3.txt
CONSULTING AGREEMENT
THIS AGREEMENT, effective the 31st day of January, 2003 (the
"Agreement"), by and between Zubair Kazi (the "Consultant"), a resident of St.
Thomas, USVI, and Quintek Technologies, Inc. (the "Company"), with its principal
office located at 537 Constitution Avenue, Suite B, Camarillo, CA 93012.
WITNESSETH:
-----------
WHEREAS, the Consultant has been requested by the Company to provide
consulting services for the Company;
WHEREAS, Consultant and the Company desire to expand their
relationship, and the Company desires to enter into a formal consulting
agreement with the Consultant pursuant to which it will engage the
Consultant for general consulting services, including advice regarding
sales and marketing and regarding mergers, acquisitions and related
matters.
NOW, THEREFORE, in consideration of the mutual promises contained
herein, the parties hereto hereby agree as follows:
1. Term. Consultant hereby agrees to act as Consultant on behalf of the
Company for a six (6) month term commencing as of the date hereof (the
"Term").
2. Services. The consulting services to be provided by Consultant during
the Term shall be to advise and consult the Company regarding general
business matters including, but not limited to the evaluation and
analysis of management needs, sales and marketing, prospective mergers,
asset, business or other acquisition, and other business combinations
hereinafter ("Business Combinations") that the Company may ask the
Consultant to undertake. Consultant shall not provide (and has not
provided) Company any services in connection with the offer and sale of
securities in a capital raising transaction nor do they include any
services, directly or indirectly, to promote or maintain a market for
the Company's stock. Consultant agrees to devote such time toward the
performance of its duties hereunder as it deems reasonably necessary.
It is not intended that such services require full time and effort by
Consultant or any of its employees. The Company acknowledges that
Consultant and/or its affiliates will provide consulting advice (of all
types contemplated by this Agreement and otherwise) to others, as well
as Company. Nothing herein contained shall be construed to limit and
restrict Consultant in conducting such business with respect to others,
or in rendering such advice to others. It is contemplated that the
services of Consultant shall be performed in the City of Los Angeles
and state of California and nothing shall require Consultant to attend
meetings more frequently than three days in any calendar month. In the
event Consultant's services are requested outside of the Los Angeles
Metropolitan area (which shall be deemed to include the Company's
offices in Camarillo, California), Company shall, in addition to a
reasonable per diem allowance, provide Consultant with air
transportation to and from the location outside the Los Angeles
Metropolitan area and first class hotel accommodations. Company shall
advise Consultant at least 15 days in advance of the date, time and
place of any contemplated meeting and shall be subject to Consultant's
prior commitments.
3. Compensation for Services. For and in consideration for the past
services rendered and services to be rendered by Consultant as provided
herein and in addition to any other compensation previously or
subsequently agreed to be paid to Consultant, Company shall pay to
Consultant upon execution of this Agreement the following: warrants to
purchase four million five hundred thousand (4,500,000) shares of the
common stock of Quintek Technologies, Inc. (QTEK; OTCBB). The exercise
price of the warrants shall be $0.02 per share and the term shall be
for six (6) months from the date of this agreement. The foregoing shall
be referred to as "Compensation", and is deemed earned by Consultant
upon execution of this Agreement. The shares underlying the
Compensation shall be registered by the Company filing a registration
statement on Form S-8 with the Securities Exchange Commission ("SEC")
within five (5) days after the execution of this Agreement. If the
registration statement on Form S-8 is not filed with the SEC within
five (5) days after the after the execution of this Agreement, Company
will, as additional compensation, increase the number of shares of
common stock purchasable by the abovesaid warrrants by three percent
(3%) for each full month (and on a pro-rata basis for partial months)
after the execution of this Agreement that the registration statement
on Form S-8 is not yet filed.
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4. Entire Agreement; Waivers; Exhibits. This Agreement supersedes any and
all agreements, arrangements and understandings between the parties
hereto, entered into or reached prior to the date hereof. No amendment,
waiver or discharge of any provisions hereof shall be effective unless
in writing signed by the parties hereto. All Exhibits attached hereto
or incorporated herein by reference, together with this Agreement,
shall be and are one complete agreement and constitute the entire
agreement between the parties. This Agreement shall inure to the
successors and assigns of the parties hereto.
5. Notices. All notices and other communication hereunder shall be in
writing and shall be deemed to have been given when delivered
personally, by overnight mail or couriers or three days after being
sent by registered or certified mail, postage prepaid, return receipt
requested, to the address set forth on the first page of this Agreement
or such other address as any party may notify the other pursuant
hereto.
6. Headings. The headings in the Agreement are for purposes of reference
only and shall not be considered in construing this Agreement.
7. Consent to Service of Process; Jurisdiction; Venue. Each of the parties
hereto hereby consents to the personal jurisdiction of the United
States District Court for Delaware in any action, suit or proceeding
arising under this Agreement and agrees to bring any such action, suit
or proceeding only in such courts.
8. Assignments. This Agreement may not be assigned by any party without
the express written consent of the other party.
9. Governing Law. This Agreement shall be governed and interpreted in
accordance with the laws of the State of California, without regard to
the conflict of laws principles thereof or the actual domiciles of the
parties hereto.
10. Confidential Information. During the Term of this Agreement and at all
times thereafter, Consultant agrees that it will keep confidential and
will not use or divulge to any person, firm or corporation, without
Company's specific, prior consent in writing (i) any confidential
information concerning the business affairs of Company, or any of its
affiliates; (ii) any trade secrets of Company, or any of its
affiliates; or (iii) any other specialized information or data relating
to Company, the Company's Proprietary Rights (as the Company may define
"Proprietary Rights" from time to time), or any participants therein,
heretofore of hereafter learned, acquired or coming to Consultant's
knowledge during the Term. Notwithstanding the above, the Consultant
shall have no liability to Company with regard to information which (i)
was generally known and available in the public domain at the time it
was disclosed or becomes generally known and available in the public
domain through no fault of Consultant; (ii) was known to Consultant at
the time of disclosure as shown by the files of Consultant in existence
at the time of disclosure; (iii) is disclosed with the prior written
approval of Company; (iv) was independently developed by Consultant
without any use of confidential information and by employees or other
agents of Consultant who have not been exposed to such confidential
information; (v) becomes known to Consultant from a source other than
the Company without breach of this Agreement by Consultant and
otherwise not in violation of Company's rights; and (vi) is disclosed
pursuant to the order of a court, administrative agency or other
governmental body; provided, that Consultant shall provide prompt,
advance notice thereof to enable Company to seek a protective order or
otherwise prevent such disclosure, and provided that Consultant's
disclosure is limited to that expressly required by such court,
administrative agency or other governmental body.
2
<PAGE>
11. Independent Contractor Relationship. The services rendered by
Consultant to the Company pursuant to this Agreement shall be as an
independent contractor, and this Agreement does not make Consultant the
employee, agent or legal representative of the Company for any purpose
whatsoever, including, without limitation, participation in any
benefits or privileges given or attended by the Company to its
employees. No right or authority is granted to Consultant to assume or
to create any obligation or responsibility, express or implied, on
behalf or in the name of the Company. The Company shall not withhold
for Consultant any federal or state taxes from the amounts to be paid
to Consultant hereunder, and Consultant agrees that it will pay all
taxes due on such amounts.
[INTENTIONALLY LEFT BLANK]
12. Indemnification. The Consultant agrees to indemnify the Company to the
full extent of the law and the Company agrees to indemnify the
Consultant to the full extent of the law.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
duly executed and delivered in its name and on its behalf, effective as of the
date first written above.
Quintek Technologies, Inc. Consultant
By: /s/ Robert Steele /s/ Zubair Kazi
------------------ ------------
Robert Steele Zubair Kazi
Its: Chief Executive Officer
3
http://www.sec.gov/Archives/edgar/data/1107714/000093173103000054/ex10no2.txt
Consulting Agreement
This Consulting Agreement ("Agreement"), effective as of December 16, 2002, is
by and between Quintek Technologies, Inc., a public California Corporation with
its principal place of business located at 537 Constitution Ave. Suite B,
Camarillo, CA 93012 ("Quintek") and Robert Steele an individual with his
principal place of business located at 1158 26th Street #318, Santa Monica, CA
90403 ("Consultant").
General
-------
Whereas: Consultant is engaged in the business of providing consulting services
related to corporate planning;
Whereas: Quintek desires to retain Consultant for the purpose of corporate
planning:
In consideration for the mutual promises, covenants, and Agreements made below,
the parties hereby agree to the following:
Agreement
1. Right to Represent. Quintek grants Consultant the non-exclusive right to
represent Quintek in accordance with the terms and conditions delineated within
this Agreement.
2. Independent Contractor. Consultant is an independent contractor and not an
employee of Quintek. Quintek is interested only in the results obtained by
Consultant and Consultant shall have sole control over the manner and means of
performing under this Agreement, subject always to its terms and conditions.
Quintek shall not have the right to require Consultant to do anything that would
jeopardize the relationship of independent contractor between Quintek and
Consultant. All expenses and disbursements incurred by Consultant in connection
with this Agreement shall be born wholly and completely by Consultant.
Consultant does not have, nor shall Consultant hold itself out as having, any
right, power or authority to create any contract or obligation, either express
or implied, on behalf of, or binding upon Quintek, unless Quintek shall consent
to that in writing. Consultant shall have the right to appoint and shall be
solely responsible for Consultant's own solicitation force, employees, agents
and representatives, who shall be at Consultant's own risk, expense and
supervision and shall not have any claim against Quintek for compensation or
reimbursement. Consultant may represent other products that do not compete
directly or indirectly with products covered by this Agreement and may exercise
Consultant's own discretion in obtaining promotional, services, hiring personnel
and otherwise complying with the terms of this Agreement.
3. Compensation. Consultant shall receive the following compensation for
services rendered:
400,000 shares of Quintek restricted common Quintek stock which will be
registered under Section S-8 of the Act.
1
<PAGE>
4. Services. Consultant shall provide consulting services for Quintek.
Specifically, Consultant's services shall include:
1) Review Quintek's existing product information, corporate profile, financial
projections, competitive strategies, sales & marketing program, manufacturing
operation, and corporate growth plan.
2) Develop new strategies to improve internal operations, manufacturing, and
sales & marketing programs.
3) Structure a reorganization plan
4) Generate a business plan highlighting the improvements developed under
Sections 4.2 and 4.3.
5. Trademarks and Trade Names. Quintek reserves all rights to any trade names
and trademarks and to any other commercial symbols that it may adopt or use from
time-to-time.
6. Term and Termination. The term of this Agreement shall be for a period of 6
months from the date first written above or when the services listed in Section
4 have been completed, whichever date comes first.
This Agreement may be terminated for cause at any time, by either party, with or
without notice. Cause shall be considered as; (1) violation of law or
regulation, past or future, that materially affects the relationship; (2) any
matter described in paragraph 7 below; or (3) the commission of actions, errors
or omissions that are inconsistent with ethical business practice.
7. Misrepresentation. In the event either party shall be guilty of gross
negligence, intentional misconduct or intentional misrepresentation, such
negligence, misconduct or misrepresentation shall be deemed an immediate breach
of this Agreement. Upon such breach, Agreement shall terminate immediately and
either party shall not be entitled to claim damages for, in respect of, or by
reason of such termination.
8. Proprietary Information. The customers, business, products, technology,
business connections, customer lists, procedures, operations, techniques and
other aspects of the business of Quintek are established at great expense and
protected as confidential information and trade secrets and provide Quintek with
a substantial competitive advantage of selling its products. Consultant shall
have access to, and be entrusted with, trade secrets, confidential information
and proprietary information, and Quintek would suffer great loss and injury if
Consultant would disclose this information or use it to compete with Quintek.
Consequently, Consultant agrees that during its relationship with Quintek, and
from then on, it will not, within the geographic territory encompassed by the
business of Quintek at the termination of that relationship, directly or
indirectly, either individually or as an employee, agent, partner, shareholder,
or in any other capacity, use or disclose, or cause to be used or disclosed, any
trade secret, confidential information or proprietary information acquired by
Consultant during its relationship with Quintek.
2
<PAGE>
9. Reserved
10. General Provisions
10.1 Assignment. Except as set forth in this section, neither this Agreement nor
any rights under this Agreement, in whole or in part, shall be assignable or
otherwise transferable by either party without the express written consent of
the other party. Any attempt by either party to assign any of its rights or
delegate any of its duties under this Agreement without the prior written
consent of the other party shall be null and void. Subject to the above, this
Agreement shall be binding upon and take effect for the benefit of the
successors and assigns of the parties to this Agreement.
10.2 Waiver, Amendment, Modification. No waiver, amendment or modification,
including those by custom, usage of trade, or course of dealing, of any
provision of this Agreement will be effective unless in writing and signed by
the party against whom such waiver, amendment or modification is sought to be
enforced. No waiver by any party of any default in performance by the other
party under this Agreement or of any breach or series of breaches by the other
party of any of the terms or conditions of this Agreement shall constitute a
waiver of any subsequent default in performance under this Agreement or any
subsequent breach of any terms or conditions of that Agreement. Performance of
any obligation required of a party under this Agreement may be waived only by a
written waiver signed by a duly authorized officer of the other party, that
waiver shall be effective only with respect to the specific obligation described
in that waiver.
10.3 Force Majeure. Neither party will be deemed in default of this Agreement to
the extent that performance of its obligations, or attempts to cure any breach,
are delayed or prevented by reason of circumstance beyond its reasonable
control, including without limitation fire, natural disaster, earthquake,
accident or other acts of God ("Force Majeure"), provided that the party seeking
to delay its performance gives the other written notice of any such Force
Majeure within 15 days after the discovery of the Force Majeure, and further
provided that such party uses its good faith efforts to cure the Force Majeure.
If there is a Force Majeure, the time for performance or cure will be extended
for a period equal to the duration of the Force Majeure. This Article shall not
be applicable to any payment obligations of either party.
10.4 Settlement of Disputes
10.4.1 Each party acknowledges and agrees that, if there is any breach of this
Agreement, including, without limitation, unauthorized use or disclosure of
Confidential Information or other information of the other party, the
non-breaching party will suffer irreparable injury that cannot be compensated by
money damages and therefore will not have an adequate remedy at law.
Accordingly, if either party institutes an action or proceeding to enforce the
provisions of this Agreement, such party will be entitled to obtain such
injunctive relief, specific performance, or other equitable remedy from a court
of competent jurisdiction as may be necessary or appropriate to prevent or
curtail any such breach, threatened or actual. These will be in addition to and
without prejudice to such other rights as such party may have in law or in
equity.
10.4.2 Any dispute, controversy, or claim arising out of or related to this
Agreement, or the creation, validity, interpretation, breach, or termination of
this Agreement will be referred to mediation before, and as a condition
precedent to, the initiation of any adjudicative action or proceeding, including
arbitration. The mediation will be held in Camarillo, California. Either party
may demand mediation in writing, serving on the other party a statement of the
dispute, controversy, or claim, and the facts relating to it, in reasonable
detail.
3
<PAGE>
Furthermore, if within thirty (30) days after such demand, the parties have not
agreed upon a mediator and commenced mediation, the matter will be referred to
arbitration under Section 10.4.3. Furthermore, if, within forty-five (45) days
after such demand the matter has not been resolved to the satisfaction of both
parties, then the matter will be referred to arbitration under Section 10.4.3.
10.4.3 Any dispute, controversy, or claim arising out of or related to this
Agreement, or the creation, validity, interpretation, breach, or termination of
this Agreement that has not been resolved amicably among the parties by
mediation under Section 10.4.2 will be submitted to binding arbitration using
the following procedure:
10.4.3.1 The arbitration will be held in Camarillo, California, before a panel
of three arbitrators. Either party may demand arbitration in writing, serving on
the other party a statement of the dispute, controversy, or claim, and the facts
relating to it, in reasonable detail, and the arbitrator nominated by that
party.
10.4.3.2 Within thirty (30) days after such demand, the other party will name
its arbitrator, and the two arbitrators named by the parties will, within ten
(10) days, select a third arbitrator.
10.4.3.3 The arbitration will be governed by the Commercial Arbitration Rules of
the American Arbitration Association (the "AAA"), except as expressly provided
in this Article. However, the arbitration will be administered by any
organization mutually agreed upon by the parties. If the parties are unable to
agree upon the organization to administer the arbitration, it will be
administered by the AAA. The arbitrators may not amend or disregard any
provision of this section.
10.4.3.4 The expenses of arbitration shall be borne by the party against whom
the decision is rendered, or apportioned in accordance with the decision of the
arbitrators if there is a compromise decision. Judgment upon any award may be
entered in any court of competent jurisdiction. All notices from one party to
the other relating to any arbitration under this Agreement shall be in writing
and shall be effective if given in accordance with Section 10.11 below.
10.5 Cumulative Rights. Any specific right or remedy provided in this Agreement
shall not be exclusive but shall be cumulative upon all other rights and
remedies set forth in this section and allowed under applicable law.
10.6 Governing Law. This Agreement shall be governed by the laws of the State of
California applicable to Agreements made and fully performed in California by
California residents.
10.7 Entire Agreement. The parties acknowledge that this Agreement expresses
their entire understanding and Agreement, and that there have been no
warranties, representations, covenants or understandings made by either party to
the other except such as are expressly set forth in this section. The parties
further acknowledge that this Agreement supersedes, terminates and otherwise
renders null and void any and all prior Agreements or contracts, whether written
or oral, entered into between Quintek and Consultant with respect to the matters
expressly set forth in this Agreement.
4
<PAGE>
10.8 Counterparts. This Agreement may be executed in multiple counterparts, any
one of which will be deemed an original, but all of which shall constitute one
and the same instrument.
10.9 Attorney Fees. If either party is required to retain the services of any
attorney to enforce or otherwise litigate or defend any matter or claim arising
out of or in connection with this Agreement, then the prevailing party shall be
entitled to recover from the other party, in addition to any other relief
awarded or granted, its reasonable costs and expenses (including attorneys'
fees) incurred in the proceeding.
10.10 Severability. If any provision of this Agreement is found invalid or
unenforceable under judicial decree or decision, the remainder shall remain
valid and enforceable according to its terms. Without limiting the previous, it
is expressly understood and agreed that each and every provision of this
Agreement that provides for a limitation of liability, disclaimer of warranties,
or exclusion of damages is intended by the parties to be severable and
independent of any other provision and to be enforced as such. Further, it is
expressly understood and agreed that if any remedy under this Agreement is
determined to have failed of its essential purpose, all other limitations of
liability and exclusion of damages set forth in this section shall remain in
full force and effect.
10.11 Notices. All notices, demands or consents required or permitted under this
Agreement shall be in writing and shall be delivered or mailed certified return
receipt requested to the respective parties at the addresses set forth above or
at such other address as such party shall specify to the other party in writing.
Any notice required or permitted to be given by the provisions of this Agreement
shall be conclusively deemed to have been received on the day it is delivered to
that party by U.S. Mail with Acknowledgment of Receipt or by any commercial
courier providing equivalent acknowledgment of receipt.
Captions and section headings used in this Agreement are for convenience only
and are not a part of this Agreement and shall not be used in construing it.
5
<PAGE>
12. Signatures. We the undersigned have carefully reviewed this contract and
agree to and accept its terms and conditions. We represent and warrant that we
have had the opportunity to consult independent legal counsel concerning all the
terms and provisions hereof.
Quintek
/s/Thomas Sims December 16, 2002
Signature Date
Thomas Sims
Name
President
Title
Consultant
/s/Robert Steele December 16, 2002
Signature Date
Robert Steele
Name
http://www.sec.gov/Archives/edgar/data/1107714/000093173103000054/ex10no1.txt
RE: QUINTEK TECHNOLOGIES, INC. REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
We are acting as counsel for Quintek Technologies, Inc., a
California corporation (the "Company"), in connection with the
registration under the Securities Act of 1933, as amended (the "Act"),
of the offering and sale of up to 4,900,000 shares of the Company's
common shares (the "Contract Shares") issuable pursuant to two (2)
services contracts and one (1) warrant agreement (collectively, the
"Contracts"). A Registration Statement on Form S-8 covering the shares
(the "Registration Statement") is being filed under the Act with the
Securities and Exchange Commission.
In rendering the opinions expressed herein, we have reviewed
such matters of law as we have deemed necessary and have examined
copies of the Contracts and such agreements, instruments, documents and
records as we have deemed relevant.
In rendering the opinions expressed herein, we have assumed the
genuineness and authenticity of all documents examined by us and of all
signatures thereon; the legal capacity of all natural persons executing
such documents; the conformity to original documents of all documents
submitted to us as certified or conformed copies or photocopies; and
the completeness and accuracy of the certificates of public officials
examined by us. We have made no independent factual investigation with
regard to any such matters.
We also have relied on the Company's representation that:
(i) The shares subject to this registration statement shall be
issued only to natural persons; (ii) Those persons provide bona fide
services to the Company; and (iii) Those services are not in connection
with the offer or sale of securities in a capital-raising transaction
and do not directly or indirectly promote or maintain a market for the
Company's securities.
Based upon the foregoing, but subject to the limitations set
forth below, it is our opinion that the Contract Shares will have been
duly authorized and, when issued and sold in accordance with the terms
of the Contracts, will have been legally issued, fully paid and
non-assessable.
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The opinions expressed herein are limited to matters involving
the federal laws of the United States.
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement.
Respectfully submitted,
LAW OFFICES OF GARY L. BLUM
BY: /s/ GARY L. BLUM, ESQ.
--------------------------
GARY L. BLUM, ESQ.
2
http://www.sec.gov/Archives/edgar/data/1107714/000093173103000054/ex5no1.txt
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
QUINTEK TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
CALIFORNIA 77-0505346
------------------------ -----------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
537 Constitution Ave., Suite B
Camarillo, California 93012
(Address of Principal Executive Offices)
Two (2) Services Contracts
One (1) Warrant Agreement
(Full Title of the Plans)
Copy to:
Thomas W. Sims Gary L. Blum, Esq.
537 Constitution Ave., Suite B Law Offices of Gary L. Blum
Camarillo, CA 93012 3278 Wilshire Blvd., Suite 603
Telephone (805) 383-3914 Los Angeles, CA 90010
Facsimile (805) 482-6874 Telephone (213) 381-7450
(Name, Address and Telephone Facsimile (213) 384-1035
Number of Agent for Service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities to Amount to Shares to Proposed Maximum Proposed Max Amount of
be Registered be Registered (1) Offering Price Per Aggregate Offering Registration Fee (2)
Share Price (2)
<S> <C> <C> <C> <C>
common stock 4,900,000 $0.045 $220,500 $ 63.95
Totals 4,900,000 $0.045 $220,500 $ 63.95
</TABLE>
-------------------.
(Footnote)
[1] Estimated pursuant to Rule 457(c).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
ITEM 2. REGISTRANT INFORMATION
The information required by Items 1 and 2 of Part I are not
filed as part of this Registration Statement pursuant to the Note to
Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of Quintek Technologies, Inc. (the
"Company"), previously filed with the Securities and Exchange
Commission, are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 2002;
2. All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the above reference to the Company's Annual Report on Form
10-K.
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In addition, all documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 after the date of this Registration Statement, prior to the filing
of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in
the registration statement and to be a part hereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
NOT APPLICABLE.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
NOT APPLICABLE.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Articles of Incorporation of the Company provides that the
liability of the directors of the Company shall be to the fullest
extent permitted by California law. The Articles of Incorporation also
provide that the Company may, through Bylaw provision, agreements with
agents, vote of shareholders or disinterested directors or otherwise,
indemnify all of its directors, officers, employees, and agents in
excess of the indemnification otherwise permitted by Section 317 of the
California Corporations Code, subject only to the applicable limits set
forth in Section 204 of the California Corporations Code with respect
to actions for breach of duty to a corporation and its shareholders.
The Bylaws give the Company the power to indemnify each of its
officers, directors, employees and agents, against expenses, judgments,
fines, settlements and other amounts actually and reasonably incurred
in connection with any proceeding arising by reason of the fact that
such person is or was an agent of the corporation, except in such case
wherein the director, officer or employee is adjudged guilty of willful
malfeasance or malfeasance in the performance of his duties; provided
that in the event of a settlement the indemnification shall apply only
when the Company's board of directors approves such settlement and
reimbursement as being in the best interests of the Company. Such
indemnity extends to any person who is or was a director, officer,
employee, or other agent of the corporation; who is or was serving at
the request of the corporation as a director, officer, employee, or
agent of another corporation or enterprise. The Company has the right
to purchase and maintain insurance on behalf of its directors,
officers, and employees to implement these indemnification provisions.
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Such right to indemnification or advancement of expenses shall
continue as to a person who has ceased to be a director, officer,
employee, or agent of the corporation, and shall inure to the benefit
of the heirs, executives, and administrators of such persons. The
indemnification and advancement of expenses provided for herein shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement may be entitled under any bylaw,
agreement, vote of stockholders or of disinterested directors or
otherwise.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, or persons
controlling the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director officer or
controlling person of the Company in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the Company will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See the Index to Exhibits at Page 7 of this Registration
Statement.
ITEM 9. UNDERTAKINGS
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:
(i) to include any prospectus required by Section
10(a)(3)of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof), which, individually or
in the aggregate, represents a fundamental change in the information
set forth in the Registration Statement; and
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(iii) to include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in
the Registration Statement; provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is
on Form S-3 or Form S-8 and the information required to be included in
a post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities at the time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
B. The undersigned registrant undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and
the offering of such securities at the time shall be deemed to be the
initial bona fide offering thereof.
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C. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions
described under Item 6 above, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful defense
of any action, suit or proceeding) is asserted against the Company by
such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication
of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Camarillo, State
of California on March 7, 2003.
QUINTEK TECHNOLOGIES, INC.
BY: /s/ Robert Steele
---------------------------
Robert Steele
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated and on March 7, 2003.
SIGNATURE TITLE
---------- -----
/s/ Robert Steele Chief Executive Officer
---------------- and Director (Chairman)
Robert Steele
/s/ Andrew Haag Chief Financial Officer
---------------
Andrew Haag
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INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
5.1 Opinion of Law Offices of Gary L. Blum
10.1 Consulting Agreement between Registrant and Robert
Steele dated December 16, 2002.
10.2 Consulting Agreement between Registrant and Zubair
Kazi dated January 31, 2003.
10.3 Warrant Agreement between Registrant and Zubair Kazi
dated January 31, 2003.
23.1 Consent of Law Offices of Gary L. Blum (included in
Exhibit 5.1)
23.2 Consent of Sprayberry, Barnes, Marietta & Luttrell,
Certified Public Accountants
8
http://www.sec.gov/Archives/edgar/data/1107714/000093173103000054/quinteks8.txt
PANA -- PanaMed Corp. (NV)
Com ($0.001)
Address:
127 West Main St.
2nd Floor
Lebanon
IN 46052
USA
Officers:
Phillip J. Butler, Pres. & CEO
Shares Outstanding: 25,089,000 as of 2002-11-22
Estimated Market Cap: 476,691 as of 2004-03-17
Current Capital Change:
shs decreased by 1 for 10 split
Ex-Date:
Record Date:
Pay Date: 2002-03-08
Dividends: None
State of Incorporation: NV
Company Notes:
Formerly=Micron Solutions, Inc. until 3-02
Note=9-02 company is in the development stage
Class Notes:
Capital Change=shs increased by 2 for 1 split. Ex-date=09/28/2001. Rec date=09/10/2001. Pay date=09/15/2001.
Transfer Agents:
Nevada Agency & Trust Co., Reno, NV 98501
http://www.pinksheets.com/quote/quote.jsp?symbol=PANA
Securities and Exchange Commission Inquiry On September 17, 2002,
the Company was advised by the staff of the U.S. Securities and
Exchange Commission that they will recommend that the Commission
file civil injunctive lawsuits against the Company and its
president, Thomas W. Sims. The suits would allege that the Company
violated Section 17(a) of the Securities Act of 1933 and Sections
10(b) and 13(a) of the Securities Exchange Act of 1934 and Rules
10b-5, 13a-1, and 13a-13, based on false and misleading statements
in press releases disseminated by the Company on October 22, 2001
and October 25, 2001, regarding the Company's investment in PanaMed
Corp. and the press releases disseminated on January 8, 2002 and
March 20, 2002, and failure to timely file annual and quarterly
reports with the Commission. On March 25, 2003, the Company signed,
without admitting or denying the allegations, a proposed settlement
agreement with the U.S. Securities and Exchange Commission, which
permanently restrains and enjoins the Company from engaging in acts
which would constitute violations of these regulations in the
future. On August 6, 2003, a final judgment was entered by the U.S.
District Court, Central District of California, against the Company
which permanently enjoined the Company from violating Section 10(b)
of the Exchange Act and Rule 10b-5 promulgated thereunder by using
any means or instrumentality of interstate commerce, or of the
mails, or of any national securities exchange: (A) to employ any
device, scheme or artifice to defraud; (B) to make any untrue
statement of a material fact or omitting to state a material fact
necessary in order to make the statements made, in the light of the
circumstances under which they were made, not misleading; or (C) to
engage in any act, practice, or course of business which operates
or would operate as a fraud or deceit upon any person, in
connection with the purchase or sale of any security. Further, the
final judgment permanently enjoined the Company from violating
Section 13(a) of the Exchange Act and Rules 13a-1 and 13a-13
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promulgated thereunder, by failing to file with the Commission in
accordance with Commission rules and regulations, information and
documents required by the Commission to keep current information
and documents required in or with an application or registration
statement filed pursuant to Section 12 of the Exchange Act or
annual or quarterly reports as the Commission has prescribed.
http://www.sec.gov/Archives/edgar/data/1107714/000093173104000036/quintek-10qsb123103.txt
Pending stock transactions needing shareholder approval:
--------------------------------------------------------
Series A Preferred Stock
During the third quarter of the fiscal year ended June 30, 2003,
the board of directors allocated 7,000,000 shares out of an
authorized 10,000,000 shares of Preferred stock to be used to
establish Series A Preferred stock with general terms as defined
below: Par value - $0.00; Liquidation Preference - $0.25 per share
plus any unpaid accumulated dividends; Dividends - cumulative
annual rate of $0.005 per share; Conversion Rights - convertible to
common stock at a 1:1 ratio if and when a majority of the Company's
shareholders vote to approve an increase in authorized common
shares from 50,000,000 to 200,000,000; Redemption Rights - the
Company has the right to redeem part or all of the stock upon 30
days written notice at a rate of $0.25 per share plus all
accumulated and unpaid dividends; Voting Rights - one vote per
share on all matters requiring shareholder vote.
Prior to issuing the Series A Preferred stock, the Company will
need to modify its articles of incorporation and obtain approval on
such changes from a majority of the shareholders. A shareholder
meeting is scheduled for later this year to vote on this and other
corporate matters.
Series B Preferred Stock
During the third quarter of fiscal year ended June 30, 2003, the
board of directors allocated 1,613,680 shares out of a remaining
authorized 3,000,000 shares of Preferred stock to be used to
establish Series B Preferred stock with the following terms: Par
Value - $0.00; Liquidation Preference - $0.25 per share plus any
unpaid accumulated dividends; Dividends - cumulative annual rate of
$0.0005 per share when and as declared by our Board of Directors;
Conversion Rights - convertible to common stock at a 1:5 ratio
(i.e. 1 share of Preferred Series B stock is convertible to 5
shares of common stock) if and when a majority of the Company's
shareholders vote to approve an increase in authorized common
shares from 50,000,000 to 200,000,000; Redemption Rights - the
Company has the right to redeem part or all of the stock upon 30
days written notice at a rate of $0.25 per share plus all
accumulated and unpaid dividends; Voting Rights - one vote per
share on all matters requiring shareholder vote.
Prior to issuing the Series B Preferred stock, the Company will
need to modify its articles of incorporation and obtain approval on
such changes from a majority of the shareholders. A shareholder
meeting is scheduled for later this year to vote on this and other
corporate matters.
http://www.sec.gov/Archives/edgar/data/1107714/000093173104000036/quintek-10qsb123103.txt
Changes in Securities
Common Stock Transactions
During the six month period ending December 31, 2003, we issued 1,987,987 shares
of our common stock in the transactions summarized below:
(a) In August 2003 we issued 200,000 shares of common stock pursuant to a
registration statement on Form S-8 to a company as compensation for consulting
services related to sales of our products. The stock had a market value of
$15,000.
(b) In October 2003 we issued 1,773,695 shares of restricted common stock to one
individual in return for converting to equity the principal ($89,200) and
accrued interest ($17,222) of a convertible bond. The convertible bond had been
held for over 2 years and this caused the shares issued on the principal amount
to become immediately eligible for legend removal under Rule 144(k).
(c) In October 2003 we issued 14,291 shares of restricted common stock to one
individual as a late fee incurred during a purchase order financing transaction.
The stock had a market value of $1,372.
Unless otherwise noted, the sales set forth above involved no underwriter's
discounts or commissions and are claimed to be exempt from registration with the
Securities and Exchange Commission pursuant to Section 4 (2) of the Securities
Act of 1933, as amended, as transactions by an issuer not involving a public
offering. The issuance and sale by the Company of shares of its common stock was
to financially sophisticated individuals who are fully aware of the Company's
activities, as well as its business and financial condition, and who acquired
said securities for investment purposes and understood the ramifications of
same.
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On January 14, 2004, our Class J Warrants expired.
http://www.sec.gov/Archives/edgar/data/1107714/000093173104000036/quintek-10qsb123103.txt
Defaults Upon Senior Securities
During the three month period ended March 31, 2003, we made offers to all
holders of our promissory notes and convertible bonds to convert their bond
principal and accrued interest into Preferred stock. As of December 31, 2003, we
received commitments to convert $198,268 of debt ($159,000 in principal +
$39,268 in accumulated interest) into 724,077 shares of Series A Preferred stock
and 648,256 shares of Series B Preferred stock. During October 2003, a
convertible bond with a principal amount of $89,200 and accumulated interest of
$17,222 was converted into 1,773,695 shares of common stock. The balance of
related debt, consisting of $82,495 in principal and $26,768 in accrued
interest, still remains outstanding. Interest continues to accrue against the
principal of all outstanding bonds. The convertible bonds are unsecured, general
obligations of the Company which are convertible into common stock at the option
of the holders. The holders of the bonds that are in default have indicated that
they do not want to convert their debt to stock and wish to be repaid in cash.
At present we do not have funds to repay the indebtedness. We do not know
whether we will be able to repay or renegotiate the debt. If we are unable to
cure the default or renegotiate our debt, we may not be able to continue as a
going concern.
http://www.sec.gov/Archives/edgar/data/1107714/000093173104000036/quintek-10qsb123103.txt
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS -
ANNUAL MEETING OF SHAREHOLDERS April 8, 2004
The undersigned, revoking all prior proxies, hereby appoint(s) Robert Steele and
Andrew Haag, or either of them, with full power of substitution, as proxies to
represent and vote, as designated below, all share of Common Stock of Quintek
Technologies, Inc., held of record by the undersigned at the close of business
on January 5, 2004, at the Annual Meeting of Shareholders to be held on February
20, 2004, and at any adjournment thereof.
This proxy when properly executed will be voted in the manner directed on the
reverse side hereof by the undersigned. If no contrary direction is made, this
proxy will be voted "FOR" all of the proposals set forth on the reverse side
hereof, including all the nominees listed in Item 1 (or, if any such nominees
should be unable to accept such nomination, for such other substitute person or
persons as may be recommended by the Board of Directors), and in accordance with
the proxies` best judgment upon other matters properly coming before the Annual
Meeting and any adjournments thereof.
Please date and sign exactly as your name appears below. In the case of joint
holders, each should sign. If the signor is a corporation or partnership, sign
in full the corporate or partnership name by an authorized officer or partner.
When signing as attorney, executor, trustee, officer, partner, etc., give full
title.
Dated: _____________, 2004
----------------------------
Signature
----------------------------
Signature
PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. IF
YOU SIGN THIS PROXY WITHOUT OTHERWISE MARKING THE FORM, THIS PROXY WILL BE VOTED
AS RECOMMENDED BY THE BOARD OF DIRECTORS ON ALL MATTERS TO BE CONSIDERED AT THE
ANNUAL MEETING.
[SEE REVERSE SIDE]
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1. The election of Robert Steele and Andrew Haag as Directors.
[ ] FOR ALL NOMINEES [ ] WITHHOLD AUTHORITY
(If you wish to withhold authority to vote for one or more but less than all of
the nominees named above, so indicate on the line provided below.)
----------------------------------------------------------------
2. Ratification of the appointment of Heard, McElroy & Vestal, LLP as the
independent auditors of the Company for fiscal year ending June 30, 2004.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. The proposal to increase the number of authorized shares of Common Stock to
200,000,000 and the number of authorized shares of Preferred Stock to
50,000,000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. The proposal to authorize the Board of Directors to divide the Preferred
Stock into any number of classes or series, fix the designation and number of
shares of each such series or class, and alter or determine the rights,
preferences, privileges and restrictions of each class or series of Preferred
Stock not yet issued.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. The proposal to authorize a quorum for any shareholder meeting to be at least
one third (1/3) of the shares entitled to vote.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
6. The proposal to approve and adopt the Quintek Technologies, Inc. 2004 Stock
Option Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting and any adjournment
thereof.
http://www.sec.gov/Archives/edgar/data/1107714/000093173104000061/quintek-pre14a2004.txt