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Consider a different explanation. Perhaps they aren’t opportunistic sharks making a power grab. Perhaps they are people that have seen the entire story and they are trying to help (the shareholders and yes, themselves as well).
I'm baaaack!!!
I had every intention of never posting again. However, the worthless one has returned.
Let's review, shall we?
July 26th: MDLG resigns and takes a role focusing on sales. Tom Wilkinson (TW) assumes the role of CEO. Doesn't it seem odd that someone that closed no sales for years would step down as CEO and take a role focusing on sales? Seems like a benevolent execution.
Aug 11th: MDLG calls a board meeting with the subset of the board he asserts is valid. That board votes to undo the actions taken on Aug 26th and thus removes TW as CEO and assigns it back to MDLG. The problem? MDLG was operating as if the court had already ruled in his favor. The TRO shows that the court hasn't agreed with this point.
Aug 13th: MDLG files for a TRO on behalf of himself and the company even though he doesn't have authority to file on behalf of the company (see the 8-K/a on Aug 21st).
Aug 19th: There is a court hearing for a TRO wherein MDLG asks for 7 different prohibitions. The TRO is granted but only after the judge denies 4 of the 7 requests and of the 3 items granted 2 were altered by the judge. The items granted are: a) TW can't fire anyone; b) TW can't enter new contracts or terminate existing ones; c) TW can't spend any corporate funds except in the normal course of business.
Aug 20th: MDLG files a fraudulent 8-K announcing the result of the meeting on Aug 11th. He asserts that he is the CEO and TW has been removed. In addition, he includes an unrelated exhibit showing that he clearly used a former filing (the one announcing Ambrose being appointed to the board). This is just another example of MDLG being lazy and lacking attention to detail.
Aug 21st: CLOK/TW (not MDLG) files and 8-K/a. This filing states that on Aug 11th MDLG was terminated "for cause". Interesting, that is the same day the allegedly 'real' board met. In addition, it indicates that MDLG held the meeting with only 2 of the 5 board members. Also, as of the time this filing was made, MDLG had not posted the required $5k bond and thus the TRO wasn't (isn't?) valid. Finally, the filing indicates that MDLG's action (filing of the 8-K) was fraudulent and the proper authorities have been notified.
Aug 21st: The largest holder of stock (except MDLG) files a 13-D and goes activist. In that filing they state:
Farewell!
I said my only goal was the removal of MDLG as CEO. That mission has been accomplished and it's time for me to move along.
I'm a big believer in the actual technology itself and now, with a new leader, the company itself. I wish the company and its shareholders much future success.
I do have a couple of things I'd like to say in parting...
1. MDLG is not a decent human being.
2. Everything that has been said was true.
3. Joe Gangi should not be trusted. Gangi is not the savior of the company, Tom Wilkinson is. Just compare their resumes.
Again, good luck to one and all!
Scam Evaluation...
They give you something for nothing
Warrants
He makes you like him
Might be stretching on this one... MDLG buys favor by paying people off to go sell his worthless stock.
They make you think it's now or never
PIPE deal - limited time (by definition)
He says he's going to make you rich
"CipherLoc is the only encryption that is unbreakable."
They make you believe it worked for other people
The Air Force and DataPath
Riiiiight!
Do you have any beachfront property in Arizona still available for sale too?
And yet they have no revenue
Indeed, I should and I do.
However, what you are describing is a company that doesn't have a completed product. CLOK has had completed products for a couple of years and yet they still have no sales. That is not expected.
Yet another reason CipherLoc isn't needed...
AES is free.
Now it appears voting machine protection will also be free
Not only that... that solution is being provided by a large, well established company.
100% of nothing is nothing.
Amen!
As a recent example... on May 15th, MDLG promised deliveries 30, 60 and 90 days out. We are 3 days short of 60 and nothing has been released. He promised some kind of mobile app would be released in early summer. We are past early summer and no mobile app.
You have the COO's name. You should call him up and have a conversation... ask hard questions.
#notworriedaboutanyinvestigations...
#please...
I thought it started over a year ago... I guess you can't believe every press release you read.
OK, I'll expand further.
This is a technology partnership agreement not a contract.
Here's a list of the companies DataPath lists as partners. What's missing? Hint: CipherLoc
Here is an example of what an actual partnership announcement looks like.
This is what CipherLoc has with DataPath. It's a nothingburger agreement. Sadly, it appears DataPath actually failed to complete the vetting process or CipherLoc wouldn't have made it through.
Let me clarify...
“In our effort to include innovative technology in the solutions and services we offer to our customers, we selected Cipherloc for its advanced yet extremely spectrum efficient and flexible approach to obtain mission and business critical data,” said Brad Majeres, COO of DataPath. “We are excited to see the contract’s auto-renewal proceed as planned to continue our partnership with Cipherloc. The partnership allows DataPath to deploy, manage, and provision this advanced capability and future product enhancements in a secure manner for both legacy and new networks. We believe DataPath hardware combined with Cipherloc encryption creates the most secure digital communications platform available for mission-critical assets.”
In other words, as usual, this is a non-news worthy event. MDLG has made $0 with DataPath and that is all there is to follow.
#chirp
The point is that MDLG loves press releases. Not doing one on a reseller agreement is very out of character/pattern. Does that alone mean he’s guilty? No.
Researching thus deeper there are a few red flags though.
* Roberta Kale has no demonstrated success selling anything including software.
* The agreement gives her company exclusive rights in the US. Thus, one must wonder about the DC team.
* She was given over $400k, this is very non-standard. Typically the reseller would pay or no money would be exchanged.
* According to her LinkedIn profile, Kale is in the UAE. It seems very short sighted to do business with anyone in the Middle East when your product is an uncrackable cipher engine. Especially while attempting to get business from the US government.
* Sending this money might have been a violation of the ‘foreign corruption practices act’.
So... illegal? Hard to say. Red flags? Big time.
Day 3,147 - the siege continues.
As with the previous 3,146 days the only thing that has happened is nothing.
No sales.
No contracts.
Nothing... except the murder of another $16,476 hostages (dollars)
MDLG will go!
Hey Stimpy, good afternoon wherever you are.
#ilovethesec
#ilovethefbi
The criminal enterprise...
Looks like that post about the S1 yesterday got someone upset. Let’s take a look at the criminal accomplices.
Until recently, the board of directors has been MDLG, Al Carlson and Sammy Davis. This criminal triad has united to allow MDLG to skirt laws, ignore fiduciary responsibly and, yes, even commit felonies.
What’s in it for them? When it comes to Sammy it’s very unclear. Perhaps he owes MDLG from long ago. Perhaps he’s simply clueless. Al is a different story. He gets to stay employed, he gets to be part of the inner circle, he gets access to more stock and bonuses, perhaps most importantly... he gets to continue his research without much, if any, interference.
The sad reality of the situation is that, even in the case of the criminal triad, we can see how MDLG doesn’t look out for any of ‘his people’. A BOD position is typically prestigious and comes with a certain amount of financial remuneration. Looking at the financials shows that Sammy isn’t very well compensated. In addition, Al, as the creator of the tech, is pitifully taken care of. This is MDLGs pattern; he surrounds himself with weak yes men and fills their heads with fantasy and lies.
As for the other two legs of our criminal triad... though sad, it doesn’t matter. MDLG may not be providing them the respect or compensation they deserve but they still have a fiduciary responsibility to the shareholders. Unfortunately, they have failed in this responsibility over and over. The net result is an out of control CEO, a falling stock price and damage to the very shareholders they were appointed to protect. At this point I would predict that they are likely to face criminal prosecution along with their crime boss, MDLG.
Yes! Perfectly!
Those are exactly my thoughts! It’s not good... just a question of how bad.
Given MDLGs recent investment in a reseller (ridiculous) that is in a country with no extradition treaty... I fear it’s money laundering.
Yes, I am.
I’m sick of this worthless CEO squandering money and killing my investment.
Brilliant idea!
I mean... why would a company run by a CEO deeply corrupt and committing multiple crimes lie about such a thing?
Outstanding!
Apparently it’s bad that I took the time to look at the available company data. Furthermore, it appears that means I’m stupid and ridiculous.
I can’t help but notice there was no comment on the actual data in the post...
Great job!
S1 Observations
While I was looking thru the Edger SEC database, I found something very peculiar! Perhaps you'd like to repeat my exercise? In your search bar, type SEC Gov; click on company search; in the company name box, type in CipherLoc. This shows a comprehensive report of all SEC required filings by CipherLoc.
First, scroll down to D\A filed on 7-26-18 and click on Document. Then to access the form D, click on the file under Document titled Primary_Doc.html highlighted in red.
Next, scroll down to section 13 "offering and sales amount". This states that as of 7-26-18 a total of $15 million (equal to 15 million shares as the private offering was at $1.00 per share) had been sold.
Repeat the process, but this time scroll down to D\A filed on 8-16-18. This was the final form D\A filed on record. Again, open the document by clicking on "primary_doc HTML" highlighted in Red. Scroll down to section 13 "offering and sales amounts". This states an additional $1,572,900.00 (equal to 1,572,000 shares were sold). No further Form D\A has been filed!!!!!
This would mean, per the required SEC filings, that CLOK sold a total of $15,000,000.00 plus 1,572,900.00 equals 16,572,900 shares were sold during the money raise.
HERE'S the UNUSUAL PART!!!!: Again repeating the process in edger SEC database, click on S-1/A filed 2-21-19. This is the actual registration statement of ALL shares sold in the CLOK private money raise. Again, click on "Forms_1A.HTM. On the first page it states the number of shares actually registered was 18,897,400 shares. The number of shares sold per the D\A filings equals 16,572,900 BUT the number of shares registered per the S-1\A equals 18,897,400, for a DIFFERENCE of 2,324,500 shares (or $2,324,500 dollars).
The mystery is this; where is the 2,324,500 shares/dollars as there was never a D\A filed!!!
This is a great point.
It's something many of us have wondered about for a very long time and it was part of the thought process in getting to where we are.
MDLG learned to be a con from his brother. You could say it's become the family business. It seems like this is his one true skill and he actually is very good at it. He knows how to tell a story. He knows how to tap into the greed of investors. He knows how to dodge questions. No doubt about it... he's very good at this.
However, running a company... acting in the role of a 'real' CEO is a totally different matter. Not only is he totally unqualified, he's also totally uninterested.
Day 3,143 - the siege continues.
As with the previous 3,142 days the only thing that has happened is nothing.
No sales.
No contracts.
Nothing... except the murder of another $16,476 hostages (dollars)
MDLG will go!
Hey Stimpy, good morning wherever you are.
#ilovethesec
#ilovethefbi
How much is MDLG paying you and for what?
Your "onsite review" shows that he has sold something over the last 8.5 years? Nope.
Looks like the only thing going on is some BS contract that wastes the technology for some Hollywood company. Waste of the technology. Waste of effort. Waste of focus.
MDLG has done nothing!
8.5 years with effectively zero sales. He's rarely in the office. Uninterested in leading the company. Seeming uninterested in much at all... except cars and how much money he can take from the company.
MDLG will go!
Day 3,142 - the siege continues.
As with the previous 3,141 days the only thing that has happened is nothing.
No sales.
No contracts.
Nothing... except the murder of another $16,476 hostages (dollars)
MDLG will go!
Hey Stimpy, good morning wherever you are.
#ilovethesec
#ilovethefbi
Hang on a minute...
Let's take a look at some of what you are saying.
"Shadow team is strong and they are there to support CEO."
* What is this shadow team? We went from a shadow CEO to a shadow team?
"You will be surprised as to the final outcomes regarding the CFO & Audit scrub and final results"
* What do you mean final outcomes? We know the final outcomes, they quit under suspicious circumstances.
* What is an audit scrub? That sounds illegal.
* What final results?
"No Fraud. Period."
* What do you call claiming you have contracts that doesn't exist (Air Force & DataPath) while raising money? I know the definition of this to be fraud.
"UAE = Solid"
* Elaborate please. Is there something in the UAE aside from the deal with Kale?
* How is the company explaining their interaction with a company in the middle east to the government?
"Kale = Solid"
* There is no evidence of that. How do you know?
Day 3,141 - the siege continues.
As with the previous 3,140 days the only thing that has happened is nothing.
No sales.
No contracts.
Nothing... except the murder of another $16,476 hostages (dollars)
MDLG will go!
Hey Stimpy, good morning wherever you are.
#ilovethesec
#ilovethefbi
A history of press releases
Taking a look at the lies, failures and incompetence of the last couple of years...
Reseller/Partnership Agreements
CipherLoc and 2020 Surveillance Sign Joint Reseller Agreements Oct 29 2018 - Result: $0
Hippogriff To Resell CipherLoc Security Encryption Solutions Sept 12 2018 - Result: $0
CipherLoc Sign Technology Partnership Letter of Intent with Entanglement Research Institute, Inc. Sept 5 2018 - Result: $0
CipherLoc Signs Agreement with EFSI Aug 15 2018 - Result: $0
CipherLoc Signs Technology Partnership Agreement with DataPath May 29 2018 - Result: $0
CipherLoc Teams With Praetorian Secure Aug 15 2017 - Result: $0
Sales Efforts
CipherLoc Increase Focus on Government, Military Contracts Oct 3 2018 - Result: $0
CipherLoc Expands National Sales Team Sept 20 2018 - Result: $0
CipherLoc Completes First Installation of Secure Email Product Sept 26 2017 - Result: $0
Products
Cipherloc Announces Unparalleled Secure Mobile Messaging App Apr 4 2019 - Result: No product available
Cipherloc Corporation Announces Hardware Encryption Proof of Concept Completion Jun 12 2018 - Result: No product available
CipherLoc Announces Stealth Key Black Box Development Mar 6 2018 - Result: No product available
CipherLoc Announces Stealth Key Development Feb 13 2018 - Result: No product available
CipherLoc Announces Hardware Integratopn Research Feb 6 2018 - Result: No product available
CipherLoc Announces Secure Email Read-Only Client Version Oct 3 2017 - Result: No product available
CipherLoc Announces Secure Email Protection Product Sept 12 2017 - Result: No product available
CipherLoc Announces Availability of Lightweight Client Date Security Product Jul 25 2017 - Result: No product available
Nothing but smoke & mirrors!
MDLG will go!
Day 3,140 - the siege continues.
As with the previous 3,139 days the only thing that has happened is nothing.
No sales.
No contracts.
Nothing... except the murder of another $16,476 hostages (dollars)
MDLG will go!
Hey Stimpy, good morning wherever you are.
#ilovethesec
#ilovethefbi
Shame he can’t book any sales.
Perhaps MDLG taught him that.
What are you talking about? There are no financials due for well over a month...
It's not hidden, it's out of place.
MDLG is obsessed with press releases but this didn't result in a press release. This deviation from passed behavior makes it appear he doesn't want people paying attention to it. When you dig a bit deeper and see that the company is based in the UAE you get at least one possible reason for that.
One of these things is not like the others...
No need to pay for exclusive rights when MDLG will give those away with the cash he's handing out.
I wonder if Joe Gangi read that contract and if he's upset that he has no rights to sell in the U.S. anymore.
MDLG will go!
Facts...
* CLOK has no revenue
* There is no Air Force contract
* CLOK did not delivery the $10 promised from DataPath by end of 2018
* CLOK has entered into reseller agreements with people it has to pay to be resellers
* The resellers previous signed up have sold a total of $0
* The newly hired CFO quit after one month
* The somewhat new audit firm quit after less than a year
* Both of those resignations took place within a week
* Numerous other employees have left the company
* The company is attempting to do business with the U.S. government while sending money to a 'reseller' in the U.A.E.
* MDLG has been at the helm for over 8 years and accomplished nothing
Why?