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There are others way as well. I think all of Pawsons misrepresentations, especially with the s.e.c. filing, one can formulate a cause of action file suit alleging wrongdoing, and get the records through the discovery process. For example, I want to take a look at those escrow monies that were forfeited find out who the parties were and do a little digging. I want to know why the stonewall note hasn't been paid out yet. If it is being contested, then why was the full amount recognized on the income statement, if anything at all? You buy an asset the stonewall note, and recognize the gain before it is sold , collected? Then the purchase surrounding the note, says the amount of preferred shares had not been determined yet? Excuse me then, how can there be a contract to purchase it , if the terms are so indefinite? And if some formula was to be used to determine the purchase price, then how the hell can you even determine the gain which was reported on the income statement. The utah property, seems just too perfect of timing for when the offer came in, who is the buyer, a related party who will backout for failure to get financing...which we will not be told about. I want answers. I am tired of the bullshxt.
Until answers are provided , this stock is not going up.
NRS 78.257 Right of stockholders to inspect, copy and audit financial records; exceptions; civil and criminal liability; penalty.
1. Any person who has been a stockholder of record of any corporation and owns not less than 15 percent of all of the issued and outstanding shares of the stock of such corporation or has been authorized in writing by the holders of at least 15 percent of all its issued and outstanding shares, upon at least 5 days’ written demand, is entitled to inspect in person or by agent or attorney, during normal business hours, the books of account and all financial records of the corporation, to make copies of records, and to conduct an audit of such records. Holders of voting trust certificates representing 15 percent of the issued and outstanding shares of the corporation are regarded as stockholders for the purpose of this subsection. The right of stockholders to inspect the corporate records may not be limited in the articles or bylaws of any corporation.
2. All costs for making copies of records or conducting an audit must be borne by the person exercising his rights set forth in subsection 1.
3. The rights authorized by subsection 1 may be denied to any stockholder upon his refusal to furnish the corporation an affidavit that such inspection, copies or audit is not desired for any purpose not related to his interest in the corporation as a stockholder. Any stockholder or other person, exercising rights set forth in subsection 1, who uses or attempts to use information, records or other data obtained from the corporation, for any purpose not related to the stockholder’s interest in the corporation as a stockholder, is guilty of a gross misdemeanor.
4. If any officer or agent of any corporation keeping records in this State willfully neglects or refuses to permit an inspection of the books of account and financial records upon demand by a person entitled to inspect them, or refuses to permit an audit to be conducted, as provided in subsection 1, the corporation shall forfeit to the State the sum of $100 for every day of such neglect or refusal, and the corporation, officer or agent thereof is jointly and severally liable to the person injured for all damages resulting to him.
5. A stockholder who brings an action or proceeding to enforce any right set forth in this section or to recover damages resulting from its denial:
(a) Is entitled to costs and reasonable attorney’s fees, if he prevails; or
(b) Is liable for such costs and fees, if he does not prevail,
Ê in the action or proceeding.
6. Except as otherwise provided in this subsection, the provisions of this section do not apply to any corporation that furnishes to its stockholders a detailed, annual financial statement or any corporation that has filed during the preceding 12 months all reports required to be filed pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934. A person who owns, or is authorized in writing by the owners of, at least 15 percent of the issued and outstanding shares of the stock of a corporation that has elected to be governed by subchapter S of the Internal Revenue Code and whose shares are not listed or traded on any recognized stock exchange is entitled to inspect the books of the corporation pursuant to subsection 1 and has the rights, duties and liabilities provided in subsections 2 to 5, inclusive.
(Added to NRS by 1971, 863; A 1977, 659; 1997, 3092; 2001, 1368, 3199; 2003, 3092)
NRS 78.209 Change in number of authorized shares of class or series: Filing and effectiveness of certificate of change; amendment of articles of incorporation.
1. A change pursuant to NRS 78.207 is not effective until after the filing in the Office of the Secretary of State of a certificate, signed by an officer of the corporation, setting forth:
(a) The current number of authorized shares and the par value, if any, of each class or series, if any, of shares before the change;
(b) The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change;
(c) The number of shares of each affected class or series, if any, to be issued after the change in exchange for each issued share of the same class or series;
(d) The provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby; and
(e) That any required approval of the stockholders has been obtained.
Ê The provisions in the articles of incorporation of the corporation regarding the authorized number and par value, if any, of the changed class or series, if any, of shares shall be deemed amended as provided in the certificate at the effective date and time of the change.
2. Unless an increase or decrease of the number of authorized shares pursuant to NRS 78.207 is accomplished by an action that otherwise requires an amendment to the articles of incorporation of the corporation, such an amendment is not required by that section.
3. A certificate filed pursuant to subsection 1 is effective upon filing the certificate with the Secretary of State or upon a later date specified in the certificate, which must not be more than 90 days after the certificate is filed.
4. If a certificate filed pursuant to subsection 1 specifies an effective date, the board of directors may terminate the effectiveness of the certificate by resolution. A certificate of termination must:
(a) Be filed with the Secretary of State before the effective date specified in the certificate filed pursuant to subsection 1;
(b) Identify the certificate being terminated;
(c) State that the effectiveness of the certificate has been terminated;
(d) Be signed by an officer of the corporation; and
(e) Be accompanied by the fee required pursuant to NRS 78.765.
(Added to NRS by 1997, 694; A 2001, 1365, 3199; 2005, 2179)
You don't have to prove fraud even under Nevada law. Intentional misconduct or a knowing violation of law is enough.
there is a way around the safe harbour statement under florida law, and Pawson will be held accountable for the deception. Its nice to have cbay assets right here in florida.
If there is no amendment filed with the sec of state for the supposed increase, the shares do not exist period. You cannot secure something that does not exist. The corporate charter and amendments set the number. That is why you call it "authorized". If the amendment isn't filed and certificates are issued which in fact have never been authorized, its fraud and a violation of the security laws in every state and at the federal level. Unauthorized shares are null and void.
Unless and until the amendment is filed with the nevada secretary of state, the number of authorized shares cannot be increased. That is basic corporate law. Nevada website would have been updated by now with such information. Is ta combining all classes to get that figure?
i would think the nevada website would have been updated by now, if there was in fact an amendment. You can't sell shares if the shares aren't authorized by an official and duly recorded amendment.
Nevada site still shows no amendment has been filed for any such increase.
https://esos.state.nv.us/SOSServices/AnonymousAccess/CorpSearch/CorpDetails.aspx?lx8nvq=9cot3v%252bVjk2YD8rebTuo%252bQ%253d%253d
I agree totally. We need a shareholders letter updating us on everything.
Could be cal-bay timed the funding approval press release to put pressure on the legal title owner. I am sure the unpaid contractors are bitching and moaning to get the deal done to the legal owner. Cal-bay basically threw the ball into the legal owners court, and dispelled any notion that a lack of funding was the reason why the parties have not come together.
Could be cal-bay is only interested in succeeding to the developers rights and doesn't want to buy the land outright, but according to the original joint venture agreement.
My take is it is pure posturing. If they have legal title, they still have given options to others to buy/develop the land which are enforceable until a court says otherwise or all parties come to a settlement agreement. Sounds like after paying off all the liens, legal title owner doesn't have any equity left, and upped his price at the last minute. Not in a very good position, because cal-bay can buy it on the court house steps when the court orders the ground to be sold to pay off the contractor's liens.
What excuse is there for deals that have already been closed? Why no update on the stonewall note? What are/were the terms of the nascar deal? Why no more information on the cobs split?
This total lack of communication imho has had more damage on the stock price than whatever adverse facts (if any) there may be on the done deals or those that may be delayed for whatever reason.
People believe the devil is in the details, and since we never get the details from Pawson they assume it must be too good to be true. Not the way to run a company.
Catty, I agree that the amount paid BA by hisc was excessive, but I cannot fault B A for negotiating a lucrative contract for itself. The fault lies with the former ceo of hisc for agreeing to such terms out of ignorance, expedience, or because his back was allegedly scratched . Did Jim Plant agree to such an amount? I don't think so. CKYS has a 25 million dollar contract with the government. Hisc had a questionable big sales order in the middle east and deliberately failed to tell investors it had no export license to sell the same. Jim Plant has something worth protecting. The former ceo of hisc apparently did not . Different motives produce different results.
The most that anyone knows about B A is that they landed a very lucrative contract with hisc and were paid in hisc shares. I hub posters constantly alleged BA was dumping those shares weekly. Last summer the former ceo was fired, and he dumped his hundreds of millions of shares and ba's contract with hisc expired and wasn't renewed. Ihub posters then alleged that ba was dumping all of its shares of hisc, making hisc go subpenny. No proof. Recently BA sued evans /hisc over monies loaned evans in connection with the evans purchase by hisc. BA asserts that the convertible features of that note entitle them to ten times the amount of shares in evans than what evans/hisc contends . However, the present officers of hisc issued themselves 30,000,000 shares of evans which imho pissed ba off and the former ceo off and caused the lawsuit to be filed. Still waiting to see if hisc/evans has any counterclaims against ba for any wrongdoing. Just because the shareholders of hisc have a problem with B A does not mean there is anything to worry about B A in regards to CKYS. Hisc doesn't have their act together and apparently never did. B A cannot pull any crap unless the ceo of ckys is willing to compromise his own integrity and I for one don't think that will happen. And again, all this bullshxt about what B A did to hisc is mere speculation on ihub posters part. The services b a renders to ckys may be beneficial to us all.
The stonewall note payoff will be 14 million plus 2.5 million divided by 118 million os common equals 14 cents a share cash in the company.
catty, what disturbs me is the lawyers who reviewed or drafted the ba note and convertible terms. A lawyers job is to make sure the language is unambiguous so there is no lawsuit in the first place. If Frank was still at the helm and instructed the lawyers not to change anything, well it is still the lawyers fault. They represented the company not Frank. I have not seen the contract itself, so I do not definetly know whether ba just filed a meritless lawsuit which contradicts the contract term. But if there is an ambiguity, I would hope hisc makes the lawyers eat their time to defend this or file a malpractice claim. As I have stated in the past, I am very unhappy with the fact that 30,000,000 shares in evans were issued (I could use stronger language) to those currently at the helm. I suspect this action disturbed FM and BA just as much as all of us, and perhaps was the catalyst that caused ba and fm to file suit. They certainly did not earn it. Where are the sales? In any other company if little or no sales were generated they would have been fired by now. In my view Fred's honeymoon is over. Produce or step aside. Don't make this lawsuit an excuse for non-performance.
This is a breach of contract/declaratory action in Seminole County. BA is asking the court to decide what the contract terms mean and then enforce them. A shareholder is not entitled to bring a shareholder derivative action against BM and FM if hisc/evans does. We all have to wait and see how hisc/evans defends itself and what counterclaims or offsets it files against BM and FM. There are some counterclaims that must be filed if they are directly related to the plaintiffs claim i.e mandatory counterclaims which become waived if not timely filed. Then there are counterclaims that are permissive and may be filed in a completely separate case perhaps in a different jurisdiction and at a different time because they do not directly relate to plaintiff's claim I have not reviewed the pleadings, but I assume this lawsuit has some bearing on why FM and BA were fired so I expect some type of conspiracy to defraud counterclaim/breach of fiduciary duty, loyalty/ failure to deal in good faith/lender liability claims to be filed. Writing letters to the judge is not allowed except maybe in a criminal sentencing scenario. Hope this helps you understand. I realize all of you have suffered great loses because of FM and BM lies and deception and alleged selfdealing. But both were agents of hisc, so the company itself is exposed to liability because of the damages you all have incurred. Perhaps the only reason a class-action has not yet been filed, is there is nothing to recover, or it would be self defeating in the sense such litigation would destroy the very company we are invested in.
Please explain how shares in escrow can be used to collateralize a property acquisition. Are they talking about escrowed shares being used as earnest money deposits?
my hunch is that fm was trying to buy evans to avoid restating the financials, which have since been done since his ass was booted.
With respect to class actions, no lawyer will take on the case unless there is insurance or assets to recover from. Printing and mailing expenses, and advertising expenses, and other out of pocket expenses could easily be $100,000 just to start.
the nevada sec of state website doesn't show any increase.
No I can't be on their legal team. Just sitting back and waiting for more facts to come out, and if there was wrongdoing by ba and fm, and hisc/evans doesn't do anything about it, I might just file a shareholders derivative action against the slimebuckets fm and ba. Don't know about fm, but ba seems to have some net worth. It just costs me a filing fee. I have posted in the past that ba and fm press releases were pure deception and fabrication.
I agree with you. However, if FM did something wrong while ceo , hisc may have an errors and omissions policy hisc may make claim under that. For example if the consulting agreement or purchase agreement for evans, or the note to ba were drafted under his tenure and deliberately left vague or ambiguous to benefit ba later at the expense of hisc or evans.
not necessarily for the BA claim. If there is no ambiguity in the contract language and that language supports hisc/evans assertions, there would be no disputed material facts , and the court would be asked to rule summarily on the basis of the stated contract terms. Sometimes it is possible to move to dismiss the case on the pleadings showing that the contract pleaded contradicts the plaintiffs allegations.
The case was filed just a few days ago. Evans/hisc may not have been served until a few days thereafter. An answer doesn't usually have to be filed for a month after service and an extension can be granted. If the case is as frivolous as hisc/evans contends, perhaps a summary judgment procedure will be used to expedite matters. That would still be a couple months though.
shares as collateral...my speculation would be that it has something to do with the litigation against those cbay accused of shorting the stock after doing a convertible deal with cbay.jmho.
Question. It has been posted that BA is not licensed....as what a business broker? The lawsuit is based on a consulting contract. If the money owed BA represents a fee for brokering the telecents deal for hisc and evans, and ba is not a licensed business broker, ba has a tough hill to climb. Would love to get a look at the consulting agreement attached to the lawsuit. Anyone subscribe to pacer?
And if the telecents deal falls through, evans could file bankruptcy to wipe the ba debt out to get back at ba. The lawsuit does seem to indicate that the evans /telecents deal is worth fighting for a larger percentage of in the minds of moody and ba. And it could have been prompted by hisc officers issuing themselves 30 milliion shares in evans. It would be nice if hisc and evans have claims under their errors and omissions policy against moody. Possible that hisc evans could craft a lender liability claim against ba. A lender has the right to be repaid but doesn't have the right to do things to preclude or prevent the borrower from repaying.
yep for 25 years. Of course BA and Moody's archilles heel is that they have opened themselves up to the discovery process...i.e. depending on the counterclaims their bank deposits, trading activity, side agreements will be open for scrutiny.
The lawsuit BA filed does not worry me. If evans is required to pay ten times the amount in shares, seems to me evans has a malpractice claim against its attorneys. The reverse split should have been specifically addressed in the contract. Evans can assert that the conversion feature is unenforceable due to mutual mistake... i.e . no contract was entered because one party thought conversion was at .05 and the other at .50. I think the court will examine the whole deal, and realize that the whole acquisition of evans and the loan with ba would not have been worthwhile to hisc or evans if the parties understood ba was to receive 24 million shares.
Surely, hisc/evans attorney can come up with countersuits against both moody and ba based on self-dealing, breach of fiduciary duty, breach of loyalty , breach of good faith, etc., if not outright conspiracy to defraud. Sounds to me like BA and Moody went on the offensive expecting such suits against them, and filed first knowing it would temporarily screwup the telecents deal and give hisc/evans every incentive to enter into a compromise and settlement agreement quickly.
it will help you get the answers with pacer, but I got that information from recorded instruments in west palm beach.
Repost. Seems the motion is before the bankruptcy court, so not any major attorneys fees left on it except to pick up the check.
FWIW the property in west palm beach was sold 20 January 2006 for $13,650,000 and the sale proceeds escrowed in an account under the "control" of the bankruptcy court. The seller was Supertrail Manufacturing Co., Inc. Bankrupt debtor in possession, and the Trustee is Thomas Waldron. The bankruptcy case is in the United States Bankruptcy Court for the Southern District of Mississippi Case No 96-20040. The court orders on file in west palm beach suggest that the land was sold free of all liens which would include cal-bay's mortgage. If so, Cal-bay's claim is to part of the $13,650,000 sale proceeds now escrowed. Since almost a year has expired since the sale, it is very likely that the creditors or court have agreed or about to decide on how this money is to be split up and paid out. Calbay also got an assignment of a judgment against thomas waldron worth a couple million, but i haven't been able to figure out if this too can be paid with those proceeds. If anyone has access to this bankrupty file, it would contain motions and orders respecting the amount and time of payouts.
Fine I won't post anymore. Listen to the other 95% dribble on this board wtfdic. And learn what relevance is. There was major discussion about squm and ckys merger on this board..
I agree. But I find it amazing that squm could ink this deal while in default of a $3.6 million loan that is secured by all the assets of squm. That means the chinese company is stupid, because their assets will now secure a loan in default in exchange for squm stock. Or it means the chinese company is satisfied that squm has refinancing in place.
that would be the prudent thing to do.
Rather tough for ckys to consider acquiring squm while squm is acquiring others. jmho.
SQUM Sequiam Corporation Announces the Acquisition of China Based Magstone Innovation, Inc
Business Wire - January 11, 2007 7:00 AM (EDT)
ORLANDO, Fla., Jan 11, 2007 (BUSINESS WIRE) -- Sequiam Corporation (OTCBB:SQUM), a leading provider of innovative consumer lifestyle biometric technology and services announced today the acquisition of Magstone Innovation, Inc., a foreign owned Chinese corporation, pursuant to a stock purchase agreement.
As part of the acquisition, Magstone Innovation, located in Quang Zhou, China will change its name to Sequiam East, Inc.
Magstone's President Edward Chen, will continue as the President and Chief Executive Officer of Sequiam East, Inc. Following the transaction Mr. Chen commented: "We are very happy about this successful acquisition and excited about joining Sequiam Corporation. Through our many years of experience in producing consumer products, Magstone has established a very effective, reputable and creative team for design and engineering, an efficient manufacturing operation and a very strong and capable supplier network in China. Over the past year, we have worked with Sequiam to bring many great biometric products to the market. Now by joining the Sequiam family, we will be able to turn all these resources and talents into even greater products and become a global industry leader.
Nick VandenBrekel, CEO of Sequiam said: "We have worked successfully with Magstone to create top selling products like the BioVault 2.0 and Magstone was instrumental in securing the relationship with Sequiam's joint venture partner in China, CJCC. By adding the discipline of industrial design and manufacturing to Sequiam's existing capabilities we have completed the circle and are able to provide world class biometric technology to the marketplace in such a manner that we control the entire process from start to finish. I am excited about the new opportunities this acquisition will bring to the Sequiam family and look forward to my continued relationship with Edward Chen and his team.
When is the market going to do this calculation....
14 million cash in court account (stonewall note proceeds) divided by 118 million 0/S = 12 cents a share the real estate is just an added bonus. lol