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There has been some recent posting noting that Michelex is not transparent, that its action seem consistent with the action of a company that really is a 'Stinky - Pinky' and that disconnected phones are not a good thing. Some seem to think that it doesn't matter because Michelex is an OTC Pink Sheet stock.
I assume that all of you know that the pool of potential investors for an OTCBB stock is much smaller than the potential pool of investors for NYSE/AMEX securities. The pool of potential investors for OTC Pink stocks is much less than for OTCBB listed companies.
As you know, less demand for a good (e.g., shares of a company's stock) means a lower price.
I was shocked to discover the following information on the OTC Markets websites:
OTC Disclosure & News Service
I hope that everyone had a safe and happy New Year’s Eve. Did you wish for Michelex to become a transparent company that will provide real funding for Pristine Pharma Corporation in 2012? If you did, I hope you realize for that to happen, Michelex shareholders need to make that happen.
'What' is going to happen?
Maybe you are comfortable with the status quo, but I believe that a majority of shareholders will decide that they want their company to be run differently.
Not all pinks are scams. Not all pinks are operated as if they are scams. Not all pinks are completely non-transparent.
Just because a company is a Pink Sheet stock does not mean that it has to have a 'Caution' sign attached to it. There are many reputable Pink Sheet stocks, why can't Michelex be one of those?
If all you are hoping for is a momentum play based upon rumor, innuendo or market manipulation, there are many other stocks that provide greater potential for manipulation and momo-runs than Michelex.
Does anyone have answers to the following questions:
1) Why have the assets of Michelex never been verified (e.g., CD's in the amount of $13,500,000 listed in the draft audit)?
2) Why was the audit never finished?
3) Why was construction work on the Massena facility never completed?
4) Why was a PR released saying that Michelex had provided $1,000,000 in funding to Pristine when the CEO of Pristine says he never received that funding?
5) Why did Mr. Saleem request that Mr. Kakani find investors to purchase stock directly from Michelex in order to fund the construction work at the Massena facility? Why not just use the $3,000,000 in 'paid up capital' or $10,500,000 of 'investable funds that were noted in the very first PR and also listed in the draft audit?
6) Why have the phones disconnected?
7) Why basically stop communicating with shareholders?
I look forward to reading your explanations.
Sincerely,
Dino A. Sawyer
savemichelex@gmail.com
It's a house of cards, numerous 'front' organizations/businesses, zero transparency, no independent verification of assets....
Harr was referring to the fact that they had made filings with the SEC. I was providing information relating to what they had filed.
Nothing prevents a Pink Sheet stock from filing forms with the SEC via EDGAR. In fact, quality Pink Sheet stocks do file with forms w/ the SEC as it helps the company to delineate itself from the many 'shady' Pink Sheet stocks. In addition, doing so makes it much easier to move to the OTCBB or a listed exchange.
I agree.
The only filings they did were two Form 8-K's, and there is a question regarding a back-dating of a date included in one of the filings. The 8-K's were only filed to show that they were now in charge of the Board and had appointed themselves as officers.
They've never filed quarterly or annual reports with the SEC.
In regards to Investing in Pink Sheet stocks, I have modified President Reagan's famous quote thusly,
Actually, even then, maybe not, as certain records are private/confidential and those might only become known via legal action (though my preference is to stay out of court and handle things via proxy at a shareholder's meeting).
That's fine.
I have no problem admitting that I have been critical of the BOD and officers of the company, excepting Mr. Kakani. I believe that Michelex' only real asset is Pristine Pharma Corporation, and PPC is Mr. Kakani. I look forward to having a BOD that is committed to transparency and providing Michelex' only real asset, PPC, with timely and adequate funding.
We probably both want the same end result, we just have a very different opinion of how to get there.
In the end, I hope we are both happy: Michelex is successful and our investment turned out to be a good one.
Sincerely,
Dino A. Sawyer
Actually, there is a question regarding the veracity of the all of the information (specifically the date of a given event) in one of the 8-K's that they did file with the SEC.
Yes, and that is not what a reputable company does. Reputable companies do not disconnect the phones and refuse to provide independent verification of materially relevant information.
I believe that many posters here contacted Mr. Saleem or Mr. Lacle and never received replies. Sending requests to a non-existent IR department didn't seem to generate many replies either.
They will have to take it up with Colonial Stock Transfer and Paritz & Company. I posted information that was provided by two independent companies.
You wrote:
If I post additional DD, is it just going to be ignored because around $7,000 dollars of trades occurred today?
Hopefully not.
Are you suggesting that insiders are currently selling?
A PR from who? Mr. Saleem or Mr. Lacle or Mr. Syed? I they did release a PR, why would anyone believe it?
In my opinion, today's activity is more likely to be related to the hope that Messrs. Lacle, Saleem and Syed will be removed due to shareholder action rather than that a PR will be released. Unless of course, you were referring to a PR in which Messrs. Lacle, Saleem and Syed announce their resignations. Again, JMHO.
That would make sense if the figures you are providing did not include the 179,962,722 restricted shares the Messrs. Lacle, Shah and Syed received as part of the initial agreement.
There very well might have been restricted shares that had the restrictions removed last year that coincided with a run last year. My main point was that, in my opinion, many of the shares that are still listed as being restricted were probably issued many years ago.
In my opinion, although today's increase in the share price and volume is welcome, in the long-run it will be meaningless unless Michelex' Board of Directors and corporate officers are committed to transparency and providing Pristine Pharma Corporation with the resources that will enable it to grow into a successful company. Thus, what is most important is to ensure that the shareholder effort to remove Messrs. Lacle, Saleem and Syed is successful.
I hope that every shareholder that reads this board will pledge their shares to support the shareholder led effort to save Michelex. If you are undecided and have questions, please contact me directly.
Thank you for your consideration.
Sincerely,
Dino A. Sawyer
savemichelex@gmail.com
In my opinion, many of the restricted shares are from a long time ago. Michelex is a 'non-reporting company', and as such, in order to have a restriction lifted (i.e., removed), the owner of the restricted shares, after waiting for one year, needs to get an opinion from the corporate attorney noting that the restriction can be removed. My guess is that many holders of restricted shares have failed to do so. Some may have believed that the shares were worthless (based upon the share price and/or volume) so why bother going through the hassle and expense of having the restriction removed.
Michelex Share Structure:
Authorized Shares: 1 Billion
Outstanding Shares: 1 Billion
Treasury Shares: 0
Restricted Shares: 365,572,645
Preferred Shares: 0 (none authorized or issued)
Some shareholders are under the impression that the effort to remove Messrs. Lacle, Syed and Saleem from Michelex’ Board of Directors is not possible because Messrs. Lacle, Syed and Saleem have preferred shares that provide them with additional voting rights. The letter that was released yesterday under my name and three additional co-signors stated the following:
My contact information is:
savemichelex@gmail.com
Although I may not be able to answer your questions this evening (as you might guess, I've already received numerous emails)I will respond to you by noon tomorrow at the latest.
Sincerely,
Dino A. Sawyer
To Whom It May Concern:
The shareholder effort that was announced earlier today is receiving much support from members of this board; I am receiving many PM's and emails. With the support of shareholders from this and other boards, we should be able to reach a majority of the votes.
Please contact me if you have any questions or if you want to pledge your support to the shareholder effort to save Michelex.
Thank you for your consideration.
Sincerely,
Dino A. Sawyer
savemichelex@gmail.com
IMO, the best thing they could do would be to resign and take advantage of the offer that was presented to them before it is too late.
You are correct if 'this management remains at the helm'. However, if they are replaced and Pristine Pharma Corporation is provided necessary and sufficient resources, the future will be very, very different.
Thank you. I believe our action is the best way, and maybe the only way, for shareholders to ensure that shareholder value is created for all shareholders.
Additional information will be forthcoming.
Sincerely,
Dino A. Sawyer
savemichelex@gmail.com
To the moderators of this message board:
I believe that it is appropriate to include post #31285 as a 'sticky' at the top of the Michelex message board. The action that has been initiated by shareholders of Michelex is definitely 'on-topic'. I believe that it would be a disservice to readers of this board if such relevant information was not readily accessible.
Thank you for your consideration.
Sincerely,
Dino A. Sawyer
savemichelex@gmail.com
Please provide me with links to any public stock forums that have a Michelex Board. I am aware of Michelex forums on Raging Bull and Yahoo.
Thank you for your assistance.
Sincerely,
Dino A. Sawyer
PS...Please forward a copy of the letter that I just posted regarding efforts being taken by Michelex shareholders to save the company to every shareholder that you know of, whether they post on this site or not.
Dear Fellow Shareholder:
Like many of you, we are extremely concerned regarding actions taken by Messrs. Lacle, Saleem and Syed in their positions as officers of Michelex and as members of Michelex’ Board of Directors. Specifically, Michelex’ extreme lack of transparency, including, but not limited to, the failure to provide independent verification of Michelex’ assets, coupled with the decision to withhold funding to Pristine Pharma Corporation lead us to believe that Michelex will cease to be tradable, thus causing our shares to be worthless. Good-faith efforts at negotiation have failed, leaving shareholders no choice other than direct action. Therefore, we are initiating shareholder action to remove Messrs. Lacle, Saleem and Syed from Michelex’ Board of Directors and elect a new Board of Directors to ensure that Pristine Pharma Corporation receives timely and adequate funding. Our goal is to give Michelex an opportunity to be a successful company that creates shareholder value.
Currently, the group of concerned shareholders that we represent has control of approximately 380 million shares; that does not include approximately 130 million shares held by participants of this board who have previously expressed concerns regarding the performance of Michelex’ current Board of Directors. We already have enough shares to force a shareholders’ meeting to be held and are quite close to obtaining a majority of outstanding shares (i.e., 500,000,001), which would allow us to reconstitute the Board of Directors. Messrs. Lacle, Saleem and Syed do not control a majority of outstanding shares, and given their performance we doubt they have many supporters. We strongly urge you to consider pledging your support, and if needed, the voting rights of your shares, so that we can call a shareholders’ meeting at which Messrs. Lacle, Saleem and Syed will be removed from the Board of Directors and replaced with qualified persons who are committed to creating value for Michelex shareholders. Please note that new investors are quite interested in providing funding to Pristine Pharma Corporation. However, any potential funding is contingent upon the removal of Messrs. Lacle, Syed and Saleem from the Board of Directors and as officers of Michelex.
If you would like to be a part of the solution, please contact Mr. Sawyer and provide him with the total number of shares that you hold, the name those shares are registered under, your physical address of record (i.e., your mailing address) and your email address. Any information you provide will be kept strictly confidential. If needed, you will be provided information on how to vote by proxy. Please use the following links if you need additional information regarding voting by proxy.
SEC: Exercising Your Shareholder Voting Rights in Corporate Elections
SEC: Spotlight on Proxy Matters
Thank you for your consideration in this matter and please feel free to contact Mr. Sawyer if you have additional questions.
Sincerely,
Dino A. Sawyer
savemichelex@gmail.com
Glenn Pauly
Jiten Parikh
Melissa Smith
Robert Karbousky
Additional Information:
A contractual agreement was consummated in 2010 between Michelex, a group of Michelex shareholders (including Michelex’ previous officer) and Messrs. Lacle, Shah and Syed in which approximately 388,000,000 shares of Michelex stock (consisting of 179,962,722 restricted shares that were unissued and held in treasury and approximately 208,551,488 unrestricted shares provided by the aforementioned shareholder group) were provided to Messrs. Lacle, Shah and Syed in exchange for $3,000,000 of paid up capital and $10,505,500 of investable funds held by United Mortgage Bankers, LTD. (Mr. Lacle received 84,582,479 restricted shares, Dr. Shah received 35,992,545 restricted shares and Mr. Syed received 59,387,698 restricted shares. The unrestricted shares were jointly held as a block of shares.)
Since verification of the $13,505,500 in funds allegedly provided to Michelex by United Mortgage Bankers, LTD has not been confirmed by the auditors, and since Pristine Pharma Corporation has not received $1,000,000 of funding from Michelex per the July 15, 2010 Press Release, an offer was recently presented to Messrs. Lacle, Shah, Syed and Saleem (who is currently the Director, CEO and Chairman of Michelex) in which Messrs. Lacle, Shah, Syed and Saleem would return all of the shares of Michelex still in their possession and Messrs. Lacle, Syed and Saleem would resign from the Board of Directors. In addition, only 1/3 of the monies (approximately $50,000) from the sale of the approximately 208 million unrestricted shares provided by the aforementioned shareholder group that were not used for the acquisition of Pristine Pharma Corporation or for the purpose of retro-fitting the Massena facility would have to be returned to said shareholder group. $9,000 that was transferred to Total Care by the aforementioned shareholder group would also be returned. In exchange, Messrs. Lacle, Shah, Syed and Saleem would receive all of the shares of United Mortgage Bankers, LTD along with the return of assets actually provided to Michelex by United Mortgage Bankers, LTD per the above-mentioned contractual agreement. As you can see, the offer presented to Messrs. Lacle, Shah, Syed and Saleem was extremely equitable. (100 % of the returned shares would go to Michelex, except for 21 million shares that would go to the shareholder group that initially provided approximately 208 million shares. Please note that none of the signatories to this letter were members of the aforementioned shareholder group that was a party to the initial contractual agreement. As such, we did not contribute any shares nor would we have received any shares if the offer to rescind the agreement was accepted.)
2. Michelex’ Draft Audit states that ‘in May, 2010 the Company issued 179,962,772 shares of its common stock to the stockholders of United Mortgage Bankers, LTD. (United) in anticipation of acquiring United….In addition, the Company issued 10,000 shares of preferred stock to the former owners of United each share of which has 100,000 voting rights.’ Please note that the 10,000 shares of preferred stock have not been issued and cannot be issued; Michelex’ Articles of Incorporation do not allow for the issuance of preferred shares.
3. Michelex’ Articles of Incorporation (excerpts below) provide for the removal of the Board of Directors with or without cause. Messrs. Lacle, Saleem and Syed can be removed and replaced at the same meeting. The new Board of Directors could then dismiss them as officers of Michelex and replace them with persons committed to creating shareholder value.
This note is from 2006. As previously noted, there are questions related to whether the conversion clause is still in effect and/or the enforceability of the note. IMHO, this note is the least of our worries and is a distraction at this point in time.
The Draft Audit lists a liability of $1,105,800 relating to ‘Convertible Notes – past due’. Under ‘Note 4. Notes Payable, Convertible Notes Payable – Past Due’ (Page 5 of the Draft Audit), it states that “The holder of the noted has the right to convert all or any part of the note into shares of the common stock of the Company.” This note is held by AJW/NIR Group/Corey Ribotsky. A question exists as to whether the conversion clause is still in effect and/or enforceable. Mr. Ritotsky and his companies have found themselves in some recent legal ‘issues’. My best guess is that this note could be paid off at ‘negotiated rate’ much lower than face value. Following are the terms of the note, per the draft audit:
The Draft Audit lists liabilities associated with ‘convertible notes’ due in the amount of $7,328,820. This appears to be related to the two following notes (I should be able confirm this over the weekend or early next week):
1) A note held by United Mortgage Bankers: Note 4 of the Draft Audit (pp 5-6) states that “In connection with the acquisition of United, the company issued a $4,000,000 note which is due May, 2012 and is non-interest bearing… The note is convertible into such number of shares as may be mutually agreeable and is collateralized by a pledge of shares of United.”
However, this note was issued with the assumption that United Mortgage Bankers, LTD provided Michelex with $3,000,000 of paid up capital and $10,505,500 of ‘investable funds’. If those funds were never actually provided, this note is probably not worth the paper it was written on.
2) A note held by Moriah Capital. Moriah Capital did provide funding for the purchase of equipment, intellectual property, formulations/inventory. Terms as follows (this is just a partial listing of the terms, but it provides a pretty good overiew):
Maturity: Unless otherwise converted into the Conversion Securities (as defined in Section 6 hereof), in accordance with Section 6 hereof, this Note shall mature on June 29, 2013 (the Maturity Date). On the Maturity Date, unless, and to the extent, converted into Conversion Securities (as defined in Section 6) in accordance with the provisions hereof, any and all outstanding Principal Amount and any accrued and unpaid interest due and owing under the Note shall be immediately paid by the Company.
Interest; Interest Rate; Payment. (a) This Note shall bear interest at a rate equal to five (5%) percent (the Interest Rate) per annum, on a 360-day year. Simple Interest shall accrue until all amounts owed under this Note shall be fully repaid or the date on which the Note shall be converted, in whole, into the Conversion Securities (the Conversion Date), as the case may be, and shall be due and payable in full on the Maturity Date unless earlier converted into Conversion Securities, as applicable. (b) All payments to be made by the Company hereunder or pursuant to this Note shall be made, without setoff or counterclaim, in lawful money of the United States by check or wire transfer in immediately available funds, as directed by Holder.
(a) Conversion. If any time on or after the full 12-month anniversary hereof and prior to the Maturity Date, the Company has generated EBITDA (as defined below) equal to or exceeding One Million Dollars ($1,000,000) on a trailing twelve-month basis (the LTM EBITDA), as set forth in a certification of the Company’s chief financial officer (the Conversion Certification), with the calculation of such LTM EBITDA set forth in reasonable detail in such Conversion Certification, then, effective as of the last day of the month in which such LTM EBITDA has been achieved (the Conversion Date), the entire Principal Amount owing on this Note and any and all accrued interest thereon shall convert into such percentage of the number of shares of the Company’s common stock, par value $0.0001 per share (Common Stock), on a fully-diluted basis (as defined below), as shall constitute the Conversion Percentage (the Conversion Securities). Conversion Percentage means the percentage equal to the lesser of (i) 20% or (ii) the percentage derived from the following formula:
CP = [A/B] x 100, where:
CP = Conversion Percentage
A = $3,500,000
B = the product of LTM EBITDA multiplied by eight
EBIDTA of the Company for any period shall mean, for such period, earnings before deduction for interest charges, taxes, depreciation and amortization, determined in accordance with GAAP.
Fully-diluted basis shall mean the number of shares of Common Stock on a fully diluted basis after giving effect to any and all outstanding options, warrants, rights (including, but not limited to, conversion or preemptive rights and rights of first refusal), or other arrangements or agreements of any kind, whether or not then exercisable, for the purchase or acquisition from the Company of any of its Common Stock
Basically, the AS/OS is 1 Billion.
Convertible Debt:
Not much, really. And some of it is disputed. I need to run some errands, but I'll provide more detail later, at least I'll provide what I know of and what I believe to be true. However, there really isn't a whole lot besides that which is associated with Moriah Capital's funding of some equipment. I have posted in-depth detail regarding the funding in the past. Unfortunately, I have to take off right now, but I will respond in more detail later today/early evening.
Please use the following email address:
sawdinfin@yahoo.com
Can you receive PM's?