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I posted a couple of weeks ago that Ed Hayter directly lied to me multiple times in both conversations. Tried to warn everyone here about it and got some nasty PM's and have stayed away from posting. I had reached the conclusion weeks ago that Ed was diluting and the company website now confirms he was dumping almost exactly what I had projected.
At least this PR came pre market as I was reading over the weekend that people were considering this a "BUY" and it had "bottomed out"!
GLTA!
Binzur
Well said!
Once the stock reaches .005 it trades in .0005 increments. Meaning bid .005 ask .0055. Fills can still be made in between the bid and ask but this can slow a run down. People now are trying to buy this at .0009 instead of .001 like there is a huge difference! Imagine now if the bid was .001 and the ask was .0015! Hope this helps! JMHO
In the past both here and with other stocks I have always been one to support a run, spank the ask. Problem has been others haven't! I like this stock and find this to be an excellent board. I got many .0005's and .0006's so if I see the ask getting hammered at the start I will hammer it as well! At least 5,000,000 shares worth. I agree completely on perception.
Another important point is not to panic and dump shares either. As was evidenced in the trading Friday there was a lot of buying going on and the float is getting tight. If you need to sell, do it at the Ask so you don't kill the run!
JMHO!
Binzur
Once trading closes for the day the bid and ask spread. I have seen INXR listed as bid .0000 ask .0015 after the close in past sessions. This happens on many stocks at this level. I just looked at my Scottrade real time and every B/A of the stocks I am watching/trading have spread from where they were at the close.
You shouldn't read anything into this. Friday at the close the bid was .0008 which had just dropped in the final 5 minutes from .0009 bid and the ask remained at .001. JMHO!
Binzur
This shows 2006 and specifically November and December and I agree with your post. HDSN is Eds MM to dilute. Little over 300M for November and December so he has a lot of shares left to dump. JMHO!
http://www.otcbb.com/asp/tradeact_mv.asp?SearchBy=issue&Issue=IBCX&SortBy=volume&Month=1...
realest; You have got to be kidding! I am involved in a class action on another stock and no where were we given any advice to not sell or to sell. I met with three different attorneys and not a single one told me I had to hold on to my shares to be "eligible" for a class action. I posted earlier that .0012 is better than .0005 and I believe today you will see .000*. The company has dumped close to 25M this week and that is through Wednesday, IMHO!
Watch for DooDah to post that HDSN is on the Ask and then look for the dump in the final hour! Been going on like this since November.
JMHO!
Binzur
The problem with your chart analysis is the company is dumping shares. There wasn't enough volume to do it today. You can chart all you want too but the company is still dumping and this isn't going anywhere but sideways or down until the dilution stops. They dumped a bunch of shares yesterday at .0011 and I am sure thought the little fluff piece today would have gotten more trading which lets them dump more! Post 14251 trading report by DoDahBears, as in Dah Bears!
1/22/2007 IBCX Trading Report:
56 trades at 4 price points for 39,629,123
.0014 2 trades for 410,000
.0013 12 trades for 9,607,453
.0012 32 trades for 12,576,670
.0011 5 trades for 17,035,000
Top Volume Trades included:
9,999,900 @ .0011 (was the 100 print the rest of the 10M Dump?)
5,235,000 @ .0011
2,500,000 @ .0012
2,500,000 @ .0013
5 other 1M or more trades @ various prices
Seems the dilution continues after a respite late last week.
Dspetry; You give a great deal of time to this board and you do an excellent job. People seem to forget that mods are volunteering their time to help maintain the integrity of the board. My schedule changed and I do not have the time to do the job. If I did I would still be an assistant. My posts are way down as I am just not able to be around as much as before.
I will say I never saw a post that you deleted that I disagreed with being deleted! Keep up the great work, it is appreciated.
Binzur
You are correct.
Buying has been restricted on Scottade since Friday mid day and is restricted today as well. You can sell on-line but you must call a broker to buy.
Scottrade still has this on restriction, must call broker to buy, but can sell without calling.
derf; I do apologize for the negative tone in my posts. I wish nothing but the best for the investors here. I most certainly am not bashing to get the price down to buy back in! I am out and will ask Mick to remove me as a moderator here.
I have gathered a great deal of information, even more in the last week. I felt I had an obligation to inform the members of this board and warn them about my findings. I did that this weekend with respectful posts. They may have been negative in message but they never attacked like many posts here do. I worked very hard to craft the message so others here who complain about posts getting deleted could learn how to provide your negative message in a respectful manor and void of the attacks! Seeing some great posts here recently has made me feel good about my efforts to help educate the posters here.
I have the ability to view all deleted posts. It is funny how the posters can't understand why their posts are deleted when it is very obvious when I read them. The moderators here do an excellent job and I want to thank each one for having the privilege of serving with them. They volunteer a tremendous amount of time and it is a thankless job!
There were posts today that go way beyond what I signed up for. Family of the CEO being mentioned, private information being divulged to clearly fire a shot across Ed's bow that it is time to play dirty. That was the final straw for me today. This is suppose to be a forum to exchange ideas and information about this company. It should be done in a civil manner void of personal attacks.
I have made friends here in the short time I have posted here. I will stay in touch. Mick I respect the board you run and have enjoyed our communications.
Finally I have a message for Ed Hayter. Your time is running out faster than you think. Better do right by these shareholders and better do it soon. What you have done to shareholders of this company is totally unacceptable. They deserve much better!
Good Luck to all and I wish all success in their investing future!
Binzur
Heads up on QMMG. Take a look, I just found this.
Pre14A filing
http://www.pinksheets.com/quote/print_filings.jsp?url=%2Fredirect.asp%3Ffilename%3D0001019056%252D07....
As has been seen the last two days Ed can't dump and dilute shares if there isn't any volume! So do not buy any shares until the company delivers on what has been promised! Been trying to tell people here that you don't try to average down until you are at the bottom. As soon as people start trying to average down and start buying Ed will dump more shares and the price will stay the same or go down. Been going on for weeks and he has plenty more shares to dump!
JMHO! Do your own DD!
Binzur
I wasn't in it the first time around. Now that I have received a significant amount of information I can easily make that statement. Wish I had some of this information before I got in this time. I actually believed the CEO had fixed the problems of the past. Was going about things in an honorable manner. Had a genuine interest in making things right for the shareholders. Then as things went on in December some red flags started popping up. I got to talk to Ed twice and as anyone who has talked to him will attest he is a smooth talker and like an idiot I believe he was sincere. As you can tell by my post I have lost any trust in this CEO!
GLTY
Binzur
Flipper your conversation confirms a few things for me. There is no doubt he is diluting and diluting big time! You are the first one to say 600M, three others have said 500M. To be honest, here, that is a direct lie to what he told myself and others around Christmas and the first week of '07. I bet we are getting closer to 700M in O/S! His reply to the shareholders is the big fongooo! Tells so many he is not diluting,not diluting. This is a replay of the exact scam in 2005! EXACT!!!! That time they were considering an offer for $8,000,000 + to spin off the restaurants, uplist, working on AF's, not diluting, not diluting. SAME EXACT CRAPOLA!!!!!
Good news volume was so light today he couldn't dump in the final hour!!!!!!!!! Yesterday dumped almost 14 mil at .0011.
BAD NEWS. Been told Ed has 5,000,000 preferred shares. Thought it was voting rights only but now seem to have found out the preferred are convertible to common shares. Now the really bad news is Ed didn't know what the conversion rate is (preferred to common), wasn't sure...lawyers set it up...I'll have to get back to you kind of junk! The voting right conversation is 100:1 meaning he has 500,000,000 votes. Now a reasonable person might think the same conversion applies as well, meaning 500,000,000 additional shares that are his that are not included in the O/S count. Very sneaky and should be a cause for great concern for anyone still owning this.
More bad; He has told many of the shareholders who have talked to him that he has loaned the company $6-6.5 million. There was no accounting for that in the September 30, 2006 unaudited financials. That tells me there more than likely aren't any AF's. Any auditor worth anything would have caught that and the information would have been included in the AF's.
Oh, Angel had said the TA was moving January 12 and would be in their new offices on January 16. He knew it but the CEO didn't! LOL! Don't hold your breath for any TA ungag. It would take a 5 minute phone call and he has been dodging that question for weeks as well!
As you can tell quite ticked would be an understatement.
Bottom line is .0012 is better than .0005 or below. R/S is coming but he has many more shares he still wants to sell.
Sorry to be so blunt but all should know these things, Make your own decisions! JMHO!
Binzur
Qmmg did a walk down on no volume. Great buy in! Ready to move and short squeeze is there with enough buying!
I posted about QMMV here before the open this morning. Lookatme123 I did this as a thank you for VPFI which hit me quick back when I really needed it. Look at the 2 Year chart. This is a huge coal reserve and they will resume mining soon. This isn't a play to .05. At this pace we will be there by the end of the week or even sooner! LOL! It is a long term investment to $1+!!! JMHO !!! Do your own DD!
Binzur
I have been posting the two Sulja information since November after I discovered it. The merger never happened and that is fact. What I believe has happened is the Ontario Sulja may have realized just how big of trouble they were in and with their lawyers figured out a way to perhaps give title to all of the shares of Sulja Ontario. A way to attempt to make right a small part of the HUGE mess!
The problem is SLJB already has paid a big price for the Loftwerks shell and Sulja Ontario should have been part...like 500 million shares that should have been used to more than buy Sulja Ontario, compensate Loftwerks for the shell and have capital for the company. That never happened. The scam was to let the Sulja's keep their Canadian operations and trade the empty shell to oblivion.
Problem is I think they paid the Sulja Ontario owners for their shares of that company from the proceeds of the 100 mil sale of shares. Remember in the detailed listing of where the 12 mil went 3 mil went to the Suljas.
Loftwerks Inc could go down as the most expensive pink sheet empty shell in history when it is all said and done. You can get a clean OTCBB empty shell for around $1,000,000 and that is the top end. This is where the crime is as well as all the bogus PR's. The little lumber company isn't going to come close to re-imburse the shareholders who got creamed here.
JMHO!
Binzur
Been watching since your post and ......................
0.0011 5000000 OTO 15:26:05
Binzur
Viyon is the shell company that was Ed Hayters apparently and then became FGFC. That is why the connection with FGFC's President and IBAC restaurants is quite interesting. Some others have posted what Viyon was previously used for. I will look to find it! M something, I think.
Binzur
Link to the lawsuit will not work so I will post the entire suit. Take a scroll to count 51 and read from there on. JMHO do your own DD and make your own decisions.
Binzur
"Well, it's 2007 and some people have got tired of waiting for Dan W. Burgess, Fauzie, Edward Rosenman, and whomever else to do the right thing. I think they will be treading carefully as to what they have to say.
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF DELAWARE
MAL DUSZAK, ) JURY TRIAL DEMANDED
)
Plaintiff, )
)
v. )
)
EDWARD ABRAHAM ROSENMAN, )
WAKISHA ROSENMAN a/k/a WAKISHA ) No. 07cv0009
NICOLAS, FIRST GUARDIAN )
FINANCIAL CORPORATION, )
TRAFALGAR LEASING & FINANCE )
CORPORATION, COSMOS GROUP, )
WINDSOR CAPITAL LTD., FAUZIE )
MOHAMED a/k/a FAUZIE MOHAMAED, )
“JOHN” LNU, JOHN DOES 1-100, )
)
Defendants. )
COMPLAINT
AND NOW, Plaintiff Mal Duszak, avers and states the following as a Complaint against the defendants:
parties
1. The plaintiff is Mal Duszak (“Duszak”). Duszak resides at ul. Chopina, Elblag, Poland. For the purpose of this action, pleadings and documents may be served on Duszak at 613 Cross Street, East McKeesport, PA 15035.
2. The first defendant is Edward Abraham Rosenman (“Rosenman”). Rosenman purports to be the President of First Guardian Financial Group, Inc., a Delaware corporation. Based on information, Rosenman resides at 2827 S.W/ 30th Street, Cape Coral, FL 33914 or at 15360 Sonoma Drive, Apartment 105, Fort Myers, FL 33908.
3. The second defendant is Wakisha Rosenman a/k/a Wakisha Nicolas (“Nicolas”). Based on information, Nicholas resides at 2827 S.W. 30th Street, Cape Coral, FL 33914 and/or 15360 Sonoma Drive, Apartment 105, Fort Myers, FL 33908.
4. The third defendant is First Guardian Financial Corporation (“FGFC”), a Delaware corporation, which lists its registered office at 800 Delaware Avenue, Wilmington, DE 19801.
5. The fourth defendant is Trafalgar Leasing & Financial Corporation (“TLFC”), which purports to be a “division” of FGFC.
6. The fifth defendant is the Cosmos Group, an entity operating in New York.
7. The sixth defendant is Windsor Capital Ltd. (“Windsor”), purportedly a company owned by FGFC.
8. The seventh defendant is Fauzie Mohamed a/k/a Fauzie Mohamaed.
9. The eighth defendant is “John” LNU. “John” purports to be FGFC’s officer in charge of investor relations.
10. The remaining defendants are John Does 1 through 100 who are presently unknown to the plaintiff and will be substituted as their identities are learned. John Does 1-100 consist of the alleged directors of FGFC, those actually in control of FGFC including its preferred shareholders, and persons unknown that have caused the actions alleged herein to occur.
Jurisdiction
11. The primary claims in this lawsuit arise under and pursuant to Sections 10(b) and 20(a) of the Exchange Act, (15 U.S.C. §§78j(b) and 78t(a)), and Rule 10b-5 promulgated by the United States Securities and Exchange Commission (“SEC”) thereunder (17 C.F.R. §240.10b-5).
12. This Court has jurisdiction over the subject matter of this action pursuant to Section 27 of the Exchange Act, 15 USC §78aa, and 28 USC §1331.
13. Additionally, this Court has jurisdiction over Duszak’s claims for violations of the federal Racketeer Influenced and Corrupt Organizations Act (“Civil RICO”), 18 USC §§1961, et seq., under 18 USC §§1964(a) and 1964(c), and 28 USC §§1331 and 1337.
14. This Court has supplemental jurisdiction over the state claims pursuant to 28 USC §1367.
15. Venue is proper in this District pursuant to Section 27 of the Exchange Act, 15 U.S.C. §78aa and 28 USC §1391(b). FGFC is a Delaware corporation, and the defendants are the principles and control persons of the corporation. The filings with the Secretary of the State of Delaware occurred in this District. Many of the acts and transactions alleged herein, including the dissemination of materially false and misleading information, occurred in substantial part in this District as the press releases targeted the State of Delaware and elsewhere. Additionally, FGFC maintains a registered agent in this District.
16. Venue is also proper in this District pursuant to 18 USC §1965(a) in that the defendants have appointed a registered agent for their enterprise in the State of Delaware. Additionally, pursuant to 18 USC §1965(b), venue is proper in that fairness requires that the defendants be brought before this Court when they have used the vehicle of an enterprise based in Delaware for their RICO operation.
17. In connection with the acts, conduct, and other wrongs alleged in this complaint, the defendants, directly or indirectly, used the means and instrumentalities of interstate commerce, including, but not limited to, the United States mails, interstate telephone and telefacsimile communications, and interstate email communications.
The scheme
18. The defendants confederated and orchestrate a scheme to defraud using interstate commerce whereby they would issue or cause to be issued various press releases, public relations announcements, and internet publications touting various exaggerated, false, misleading, or deceptive claims of the progress of the company’s activities.
19. The purpose of the press releases was to artificially inflate the market price of FGFC’s shares and/or to keep the price of the FGFC stock stable as the defendants, their agents, and nominees, issued and dumped shares of common stock onto the open market.
The issuance of counterfeit or unlawful shares
20. In July 2006, in an effort to further increase the cost and value of FGFC’s publicly traded shares, the defendants filed an amendment to their Articles of Incorporation reducing the authorized number of shares of common stock to 152,000,000.
21. As demonstrated below, the defendants promptly announced the reduction to the public.
22. Notwithstanding the defendants’ inability to legally issue shares in excess of those authorized by the Articles of Incorporation, as amended, from July through December 2006, the defendants, their agents, or nominees issued in excess of 100,000,000 shares of common stock in excess of that authorized.
23. As of December 31, 2006, FGFC had over 270,000,000 shares of common stock issued and outstanding all while having a maximum number of shares of 152,000,000.
24. The issued shares in excess of the authorized amount, although they should have been restricted pursuant to federal law, ended up on publicly traded markets.
25. Based on information and belief, the share issuances included, but are not limited to, 25,000,000 shares between September 5 and October 3, 2006, 10,000,000 shares between October 3 and October 18, 2006, 5,000,000 shares between October 18 and October 24, 2006, 13,000,000 shares between October 24 and November 7, 2006, 8,000,000 shares on or about November 8, 2006, 20,000,000 shares on or around November 10, 2006, 20,000,000 shares between November 11 and November 20, 2006, 5,000,000 shares on or about November 21, 2006, 5,000,000 shares between December 15 and December 20, 2006, and 5,000,000 shares between December 20 and December 26, 2006.
The Duszak share purchases
26. Based on, and in reliance of, the press releases, website information, and representations by the defendants, Plaintiff Duszak made various share purchased of FGFC stock on the open market.
27. On June 20, 2006, Duszak purchased 200,000 shares of FGFC on the open market for $.015 per share, or $3,000.
28. On June 20, 2006, Duszak purchased 300,000 shares of FGFC on the open market for $.014 per share, or $4,200.
29. On August 9, 2006, Duszak purchased 100,000 shares of FGFC on the open market for $.0127 per share, or $1275.00.
30. On August 18, 2006, Duszak purchased 35,000 shares of FGFC on the open market for $.0141, or $506.
31. On August 23, 2006, Duszak purchased 65,000 shares of FGFC on the open market for $.0141, or $916.
32. On August 23, 2006, Duszak purchased 300,000 shares of FGFC on the open market for $.0140 per share, or $4200.
33. On August 23, 2006, Duszak purchased 100,000 shares of FGFC on the open market for $.0140 per share, or $1400.
34. On August 23, 2006, Duszak purchased 100,000 shares of FGFC on the open market for $.0140 per share, or $1400.
35. On August 29, 2006, Duszak purchased 100,000 shares of FGFC on the open market for $.0165 per share, or $1650.
36. On August 29, 2006, Duszak purchased 50,000 shares of FGFC on the open market for $0165 per share, or $825.
37. On September 1, 2006, Duszak purchased 500,000 shares of FGFC on the open market for $.0151 per share or $7550.
38. On September 11, 2006, Duszak purchased 300,000 shares of FGFC on the open market for $.015 per share, or $4500.
39. On September 18, 2006, Duszak purchased 100,000 shares of FGFC on the open market for $.012 per share, or $1200.
40. On September 18, 2006, Duszak purchased 60,000 shares of FGFC on the open market for $.012 per share, or $720.
41. On September 22, 2006, Duszak purchased 10,000 shares of FGFC on the open market for $.011 per share, or $110.
42. On October 3, 2006, Duszak purchased 150,000 shares of FGFC on the open market for $.0101, or $1515.00.
43. On October 4, 2006, Duszak purchased 100,000 shares of FGFC on the open market for $.0095 per share, or $950.
44. In all, Duszak bought approximately 2,570,000 shares of FGFC for $35,907.
45. All of the above transactions were completed based on Duszak’s reliance on the claims made by the company in its paid press releases and on its internet websites.
Companies that the defendants retained to artificially inflate the value of its shares
46. The defendants, their agents, and their nominees retained several companies in the course of attempting to artificially inflate the value of FGFC’s stock.
47. The defendants, their agents, and their nominees paid the companies in FGFC stock and/or in cash all while claiming to be attempting to reduce the number of shares available to the public.
48. The defendants, their agents, and their nominees retained Business Wire, a press release distribution service, to distribute myriad misleading press releases touting the alleged achievements of FGFC.
49. The defendants, their agents, and their nominees retained Stockwire, which accepts compensation in shares of the company’s stock, to issue misleading and deceptive “Stockumentaries” about FGFC.
50. The defendants, their agents, and their nominees retained Iron Consulting LLC, controllers of growthstockresearch.com and growthstockalert.com, which accepts compensation in the form of cash and/or shares of the company’s stock, to issue misleading and deceptive reports about FGFC.
Some of the FGFC Misleading, False, and Deceptive Press Releases
51. On February 21, 2006, the defendants issued a press release usng Business Wire announcing that FGFC named “E. Abraham Rosenman” as its new President and “COO.” The press release claimed that, “Mr. Rosenman was recruited from outside the company to lend fresh ideas and direction to the company’s growth, objectives and business plan going forward, and has the Board’s full support for his ideas and strategies.” The press release deceptively concealed that, contrary to being recruited from outside the company, Edward Abraham Rosenman was actually a restaurant manager for IBAC Corporation, controlled by Edward Hayter, who previously owned FGFC’s corporate shell and operated it under the name Viyon Corporation. Indeed, Defendant Rosenman’s primary source of income is his job running Mr. Hayter/IBAC’s restaurant located in Florida.
52. Immediately after issuing the press release identifying the President of FGFC as “E. Abraham Rosenman,” and in a further effort to confuse the public, the defendants began referring to Defendant Rosenman as “Abraham Rosenman.” Subsequent investigation and discussion with Defendant Rosenman’s coworkers revealed that he is not known by his middle name, but is known as “Edward Rosenman.”
53. On June 8, 2006, the defendants issued a press release using Business Wire announcing it intended to purchase up to 25,000,000 shares, “thus further reducing the company’s outstanding/float to 53,331,916 shares.” The press release claimed that, “This directive reflects the continued commitment of First Guarding Financial Corporations management and Board of Directors to reduce the outstanding/float and restrict any dilution while creating maximum value for our current and future shareholders.” The press release claimed that Defendant Rosenman said, “The Board of Directors has directed me to reduce the outstanding/float shares as much as I can to a pre forward split price of at least .90 to 1.00 per share, given this task I will continue to seek opportunities to reduce the outstanding/float shares as much as possible, while creating/increased revenues and value for the company.” The purpose of this press release was to convince the public that FGFC intended to reduce its outstanding shares, increasing the value of the remaining shares. However, the defendants knew, or should have known, that it had no intent of reducing the share counts to 25 million shares or actually buying back shares on the open market. On the contrary, the defendants’ plan and scheme involved issuing additional shares during the time periods that it claimed it was reducing shares. The defendants also knew, or should have known, that a promised $.90 per share value, whether preforward split or not, was not feasible absent FGFC actually taking the actions it implied it would do and being successful with those actions.
54. On or about June 13, 2006, the defendants issued a press release using Business Wire claiming that FGFC’s Board of Directors adopted a resolution to further reduce its outstanding shares by 20 million shares. FGFC claimed in the release that, “The reduction will be above and beyond the previously announced projected buyback plan of 25 million common shares as previously announced the plan calls for the company to pay up to 0.06 cents per share on the open stock market. The press release further stated that the “company believes in its future very strongly and at that level (the company believes) it is at least 40% below value (pre forward split levels). The press release quoted Defendant Rosenman as saying, “This resolution reflects the commitment of First Guardian Financial Corporations management and Board of Directors to restore and build value for our current and future shareholders. The company would like to reduce the common shares outstanding to no more than 15 to 20 million shares; in conjunction with its reduction plan, the company is also working diligently on obtaining audited financial statements for its desired more to the OTCBB.” The purpose of this press release was to convince the public that FGFC intended to reduce its outstanding shares, increasing the value of the remaining shares. However, the defendants knew, or should have known, that it had no intent of reducing the share counts to 15 million shares or actually buying back shares on the open market. On the contrary, the defendants’ plan and scheme involved issuing additional shares during the time periods that it claimed it was reducing shares.
55. On June 15, 2006, the defendants paid or issued shares to the Bellwether Report to release misleading, exaggerated, and deceptive claims that: (1) FGFC is one of the first companies to interface with online games and player tracking systems found on traditional floor slot machines when it does not have the capability to perform such an interface; (2) FGFC adopted a resolution on June 12, 2006, to reduce the Company’s outstanding shares of common stock by another 20 million shares when the Company’s true plan was to increase its outstanding stock; (3) FGFC is diligently working on obtaining audited financial statements for its desired move to the OTCBB when said financial statements were not being obtained; (4) FGFC had Alliance Financial Services “under retainer” to provide acquisition and/or merger funding via self liquidating zero coupon bonds which would provide “another valuable source of financing for further growth without diluting the company’s shares” when the defendants knew that no real financing would come from it’s alleged retainer with Alliance Financial Services ; (5) FGFC directed their President to “reduce the outstanding/float shares as much as [he] can to a pre forward split prince of at least .90 to 1.00 per shares” and that he would “continue to seek opportunities to reduce the outstanding/float shares as much as possible, while creating/increased revenues and value for the company” when the defendants knew that their plan was to increase the number of shares and to sell those shares through nominees on the open market at a profit; (6) FGFC began the process of exploring and developing a merchant credit card processing service when no such exploration was taking place; (7) FGFC’s foresees a network of offices in major cities across the country staffed with local knowledgeable professionals generating business from their communities augmented buy [buy] leads from the company’s soon to be launched buysellmerge.com business portal when the defendants knew that there were no feasible plans for a nationwide network of offices.
56. On June 20, 2006, the defendants issued a press release using Business Wire that claimed that FGFC “completed the reduction of its authorized shares to 200 million total.” The press release further claimed that the company budgeted $3,000,000 to buyback up to 50 million shares at a maximum price of .06 per share, thus reducing the company’s capitalization to 150 million shares. However, the defendants concealed that at no time did the company have $3,000,000 in cash available to purchase 50,000,000 shares.
57. On June 21, 2006, the defendants issued a press release using Business Wire claiming that FGFC agreed to a joint venture that will acquire a 50 acre parcel in Ontario, Canada. The press release claimed that FGFC would be a 51% partner. The press release asserted that the 50 acres would be used for the development of a “hotel/casino” project. FGFC concealed, however, that in order to construct a casino, the Ontario governmental lottery unit must be a participant and that FGFC never had any contact with the Canadian authorities.
58. On September 14, 2006, the defendants issued a press release using Business Wire claiming, inter alia, that it was actively lending money through its Windsor Capital Unit. The press release further claimed that the Company has several million dollars lent (in its portfolio) at this time and “we will be continuing to increase that amount aggressively.” The defendants concealed, however, that its alleged loans were only paper loans to affiliated enterprises meant to make it appear that the alleged loans existed. The press release further claimed that, “The company’s Trafalgar Leasing unit is in the process of getting underway with securing a 50 million dollar warehouse line of credit, infrastructure to service the leases (collect payments, etc.) either in house or outsourced and putting together our marketing team, we anticipate this unit to be producing revenues within the next two months or so.” However, the defendants concealed that they did not have a true line of credit valued at 50 million dollars. If anything, the company merely had documents made by the defendants and their nominees to make it appear as though a line of credit existed. The press release further claimed that its buyback of shares on the open market was on going.” This statement was included to give the impression that the shares would be reduced when, in reality, the company was issuing shares or preparing to issue more shares. The press release made claims that it is “working on its audited financial statements and expects to have them by the end of the year.” The press release inferred that its “land flip” deal would “bolster” the financial statements “as we feel with the anticipated low float after the buy back will give the company better credibility when we file to trade on the OTCBB.” The purpose of these statements was to convince shareholders that the company would move from the “Pink Sheets” to the Over the Counter Bulletin Board operated by the National Association of Securities Dealers Automatic Quotation service, which increases the value and credibility of the company. However, the defendants knew that they were not truly working on an audit. Finally, the press release claimed that Defendant Rosenman stated, “I would like to address certain references to Mr. Hayter, he is not associated with out company as certain shareholders have eluded to we bought his shares out and the only involvement he did have was that he sold us the company (shell) and that is it.” However, the press release concealed that Defendant Rosenman’s primary source of income was his job as a manager of a restaurant owned by IBAC Corporation, whose principle was Edward Hayter. In other words, Defendant Rosenman, while making million dollar land deals, working with a 50 million dollar line of credit, brokering loans, and creating business web portals, worked for a restaurant for Hayter’s company.
59. On September 28, 2006, the defendants issued a press release using Business Wire claiming that FGFC agreed to sell its Canadian Land Contract giving it a profit of over $1,173,000 Canadian. However, based on information, any alleged sale was intended to be a paper transaction that would not result in any cash to FGFC.
60. On October 4, 2006, the defendants issued a press release using Business Wire claiming that FGFC was to be an “arranger/lender of a $100,000,000 acquisition and redevelopment finance package for a major retail/commercial/office development project.” The press release claimed that FGFC expected to receive revenue from this deal in the form of a fee (percentage of the loan amount) income and loan servicing fees. The press release was deceptive in that the defendants knew, or should have know, that no real $100,000,000 acquisition was taking place, or if it was, it was a paper transaction that would not provide any cash revenues to FGFC. The purpose of the press release was to artificially inflate the value of FGFC and the scope of its business activities.
61. On October 16, 2006, the defendants issued a press release using Business Wire claiming that FGFC ordered a list of non-objecting beneficial owners of its stock. The press release contained statements attributed to Defendant Rosenman that, “Our primary interest is to have the least amount of shares outstanding as we move towards the OTBBB….” The press release claimed that, “It seems to be that there may be some possible discrepancies and we want to be completely sure that our records are 100% accurate.” The defendants issued the release to give shareholders the false impression that the reduction in share price may be attributed to “short sellers” and that FGFC was continuing to reduce its share count. However, during the material times, FGFC was indeed increasing the number of shares outstanding rather than decreasing them.
62. On October 18, 2006, the defendants issued a press release using Business Wire claiming that FGFC completed the sale of its interest in the Canadian land contract. The press release claimed that FGFC received $1,139,000 for its interest. Defendant Rosenman was quoted as saying that, “We are very pleased with this wind fall as it will bolster our Balance Sheet, the company is in the process of negotiating other similar type deals, where we tie up desirable real estate and then sell (flip) our interest in the contract as this is highly profitable with the right deals.” The press release was false and deceptive in that FGFC did not actually receive $1,139,000, except possible on paper with no cash changing hands. Furthermore, based on information, no similar deals were being negotiated except possibly on paper with affiliated or created enterprises.
63. On October 25, 2006, the defendants issued a press release using Business Wire claiming that FGFC agreed to acquire “Nationwide RE for Sale.” The press release claimed that “Nationwide RE for Sale” was a “real estate listing service (currently with 600 million dollars of real estate listed) on the internet that is sponsored by advertisers and also receives revenue from premium subscribers.” The press release was misleading in that FGFC concealed that they simply bought an internet domain which had a prepackaged real estate listing service on it for $1,300, FGFC concealed the fact that there was no company and no real estate listing service, but that anyone can buy a similar site for approximately $100. FGFC concealed that, prior to purchasing the internet domain name and prepackaged software, the site “Nationwide RE for Sale” had no revenues and no customers. FGFC concealed the fact that the listings on the site were not exclusive, but were available to anyone buying the $99 website service.
64. On November 2, 2006, the defendants issued a press release using Business Wire claiming that FGFC retired the first block of 100,000,000 shares. (These shares were restricted shares that were obtained when Edward Hayter sold the corporate shell to the new owners). While FGFC did retire the restricted shares, it concealed the fact that, at the same time, it was issuing new shares that found their way onto the public market. The press release quoted Defendant Rosenman as claiming that the buyback of FGFC shares on the public markets “has not gone as fast as we anticipated as the lack of volume has not allowed us the ability to acquire the shares that we would like on the open market as fast as we thought; however, we will get it done very soon.” The statement was deceptive in that the company was not buying back shares, but issuing new ones. The purpose of the release was to provide investors confidence in FGFC.
FGFC Investor Relations’ representations
65. On September 14, 2006, a person identifying himself as “John” from FGFC’s Investor Relations department called the plaintiff’s agent, Michael Sussman, and represented that Defendant Rosenman was extremely conservative, was taking actions to reduce the share count as much as possible, and was working full time on FGFC’s businesses and on the company’s financial audit in an effort to move the stock to the NASDAQ bulletin board.
66. Defendant John LNU asserted that neither FGFC nor Defendant Rosenman had any remaining business relationship with Edward Hayter, the former control person of FGFC when it was known as Viyon Corporation.
67. Defendant John LNU concealed the fact that FGFC was issuing shares while claiming that it was reducing shares.
68. Defendant John LNU concealed the fact that Defendant Rosenman worked full time as a restaurant manager for Edward Hayter’s company, IBAC Corporation, and that Mr. Hayter was his supervisor and had the power to terminate his position.
Misleading claims on FGFC’s website
69. In an effort to make it appear that FGFC had a legitimate operation, the defendants created a website at www.guardianfinancialcorporation.com .
70. The website falsely claimed that Defendant Rosenman, the President and CEO, “has been successfully involved in ownership/investment interests and the financing of a broad mix of businesses across the country.” The site further claims that Defendant Rosenman was, “Well known for his ability as a business strategist, investor, and consultant to multi million dollar operations…” The website concealed that Defendant Rosenman’s primary source of income was managing a restaurant for IBAC Corporation. The website claimed that Defendant Rosenman, “Possessing [sic] the experience and skill to successfully invest in and develop start-ups as well as established companies various developmental stages.” The website averred that, “For the last several years, Mr. Rosenman had been primarily involved in his company overseeing its investments.”
71. The defendants published a “Code of Ethics” on their website in an effort to provide investors with a false sense of reassurance that FGFC was a legitimate operation. The Code of Ethics claimed that, “In all of our business practices, we are committed to doing the right thing.” The Code of Ethics claimed that, “First Guardians directors, officers and employees are required to comply with all applicable laws, rules, and regulations.” This claim was false and known to be false and the defendants knowingly and willingly issued shares of common stock in excess of its authorized amount all while knowing that such an action
COUNT I – Violations of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder against all defendants
72. Plaintiff repeats and realleges each and every allegation contained above as if fully set forth again.
73. During the relevant period, defendants carried out a plan, scheme, and course of conduct which was intended to and, throughout the time period, did: (i) deceive the investing public, including plaintiff, as alleged herein; and (ii) cause plaintiff and others to purchase Brantley securities at artificially inflated prices. In furtherance of this unlawful scheme, plan, and course of conduct, defendants, and each of them, took the actions set forth herein.
74. Defendants (a) employed devices, schemes, and artifices to defraud, (b) made untrue statements of material fact and/or omitted to state material facts necessary to make the statements not misleading, and (c) engaged in acts, practices, and a course of business which operated as a fraud and deceit upon the purchasers of FGFC’s securities in an effort to maintain artificially high market prices for FGFC securities in violation of Section 10(b) of the Exchange Act and Rule 10b-5. All defendants are sued either as primary participants in the wrongful and illegal conduct charged herein or as controlling persons as alleged below.
75. Defendants, individually and in concert, directly and indirectly, by the use, means, or instrumentalities of interstate commerce and/or of the mails, engaged and participated in a continuous course of conduct to conceal adverse material information about the business, operations, and future prospects of Brantley as specified herein.
76. Defendants employed devices, schemes, and artifices to defraud, while in possession of material adverse non-public information and engaged in acts, practices, and a course of conduct as alleged herein in an effort to assure investors of FGFC value and performance and continued substantial growth, which included the making of, or the participation in the making of, untrue statements of material facts and omitting to state material facts necessary in order to make the statements made about FGFC and its business operations, asset levels, and future prospects in the light of the circumstances under which they were made, not misleading, as set forth more particularly herein, and engaged in transactions, practices and a course of business which operated as a fraud and deceit upon the purchasers of FGFC securities during the period that the plaintiff purchased shares.
77. Each individual defendant’s primary liability, and controlling person liability, arises from the following facts: (i) the individual defendants were high-level executives, control persons, and/or directors for FGFC during the share purchase period and members of FGFC’s management team or had control thereof; (ii) each of these defendants, by virtue of his or her responsibilities and activities as a senior officer and/or director of FGFC was privy to and participated in the creation, development, and reporting of FGFC’s internal budgets, plans, projections, and/or reports; (iii) each of these defendants enjoyed significant personal contact and familiarity with the other defendants and was advised of and had access to other members of FGFC’s management team, internal reports, and other data and information about Brantley’s finances, operations, and sales at all relevant times; and (iv) each of these defendants was aware of FGFC’s dissemination of information to the investing public which they knew or recklessly disregarded was materially false and misleading.
78. The defendants had actual knowledge of the misrepresentations and omissions of material facts set forth herein, or acted with reckless disregard for the truth in that they failed to ascertain and to disclose such facts, even though such facts were available to them. Such defendants’ material misrepresentations and/or omissions were done knowingly or recklessly and for the purpose and effect of concealing FGFC’s operating condition from the investing public and supporting the artificially inflated price of its securities. As demonstrated by defendants’ gross exaggerations and misstatements of FGFC’s business, operations, and earnings throughout the period when the shares were issued and before, defendants, if they did not have actual knowledge of the misrepresentations and omissions alleged, were reckless in failing to obtain such knowledge by deliberately refraining from taking those steps necessary to discover whether those statements were false or misleading.
79. As a result of the dissemination of the materially false and misleading information and failure to disclose material facts, as set forth above, the market price of FGFC’s securities was artificially inflated during the purchase period. In ignorance of the fact that market prices of FGFC’s publicly-traded securities were artificially inflated, and relying directly or indirectly on the false and misleading statements made by defendants, or upon the integrity of the market in which the securities trades, and/or on the absence of material adverse information that was known to or recklessly disregarded by defendants but not disclosed in public statements by defendants during the purchase period and before, plaintiff and the others acquired FGFC securities during the period at artificially high prices and were damaged thereby.
80. At the time of such misrepresentations and omissions, plaintiff and others were ignorant of their falsity, and believed them to be true. Had plaintiff known the truth regarding the problems that FGFC was experiencing, and the true nature of FGFC’s business operations, which were not disclosed by defendants, plaintiff would not have purchased or otherwise acquired FGFC’s securities, or would have sold them prior to the price plummeting as a result of the defendants’ dilution of shares.
81. By virtue of the foregoing, defendants have violated Section 10(b) of the Exchange Act, and Rule 10b-5 promulgated thereunder.
82. As a direct and proximate result of defendants’ wrongful conduct, plaintiff suffered damages in connection with their respective purchases of FGFC’s securities during the relevant period.
COUNT II – Violation of Section 20(a) of the Exchange Act against the individual defendants
83. Plaintiff repeats and realleges each and every allegation contained above as if fully set forth herein.
84. The individual defendants acted as controlling persons of FGFC within the meaning of Section 20(a) of the Exchange Act as alleged herein. By virtue of their high-level positions, and their ownership and contractual rights, participation in and/or awareness of FGFC’s operations and/or intimate knowledge of the false information disseminated to the investing public, the individual defendants had the power to influence and control and did influence and control, directly or indirectly, the decision-making of FGFC, including the content and dissemination of the various statements which plaintiff contend are false and misleading. The individual defendants were provided with or had unlimited access to copies of FGFC’s reports, press releases, public filings, and other statements alleged by plaintiff to be misleading prior to and/or shortly after these statements were issued and had the ability to prevent the issuance of the statements or cause the statements to be corrected.
85. In particular, each of the individual defendants had direct and supervisory involvement in the day-to-day operations of FGFC and, therefore, is presumed to have had the power to control or influence the particular transactions giving rise to the securities violations as alleged herein, and exercised the same.
86. As set forth above, FGFC and the individual defendants each violated Section 10(b) and Rule 10b-5 by their acts and omissions as alleged in this Complaint. By virtue of their positions as controlling persons, the individual defendants are liable pursuant to Section 20(a) of the Exchange Act. As a direct and proximate result of defendants’ wrongful conduct, plaintiff suffered damages in connection with their purchases of FGFC’s securities during the relevant period.
COUNT III – Conducting the affairs of the corrupt enterprise in violation of 18 USC §1962
87. Plaintiff repeats and realleges each and every allegation contained above as if fully set forth again.
88. FGFC constitutes an enterprise within the meaning of 18 USC §1961(4).
89. As an integral part of the continuing conspiracy and course of conduct described above, the defendants and others repeatedly and continuously used and affected the instrumentalities of interstate commerce, including the mails, wires, overnight delivery services, air travel, and other forms of interstate commerce in the United States within the meaning of 18 USC §1962.
90. The defendants’ conduct, acts, and omissions were an integral part of the overall pattern and practices described in this Complaint, including using the facilities of United States interstate commerce for their scheme to defraud the plaintiff and other investors.
91. Each press release identified in 51-64 above constitutes a violation of 15 USC §78j(b) as the defendants employed manipulative or deceptive device or contrivance in contravention of rules and regulations as the Securities and Exchange Commission prescribed, and, as a result, constitutes racketeering activity as defined by 18 USC §1961(1).
92. Each issuance of shares in excess of the authorized amount established by the articles of incorporation, all during a period when FGFC was supposedly reducing its available shares, constitutes a violation of 15 USC §78j(b) as the defendants employed manipulative or deceptive device or contrivance in contravention of rules and regulations as the Securities and Exchange Commission prescribed, and, as a result, constitutes racketeering activity as defined by 18 USC §1961(1). Based on information and belief, at least ten issuances of shares occurred during the relevant period.
93. Each press release identified in 51-64 above constitutes a willful violation of the rules and regulations governing securities in violation of 15 USC §78ff as the defendants employed manipulative or deceptive device or contrivance in contravention of rules and regulations as the Securities and Exchange Commission prescribed, and, as a result, constitutes racketeering activity as defined by 18 USC §1961(1).
94. Each issuance of shares in excess of the authorized amount established by the articles of incorporation, all during a period when FGFC was supposedly reducing its available shares, constitutes a contravention of the rules and regulations governing securities 15 USC §78j(b) as the defendants employed manipulative or deceptive device or contrivance in contravention of rules and regulations as the Securities and Exchange Commission prescribed, and, as a result, constitutes racketeering activity as defined by 18 USC §1961(1). Based on information and belief, at least ten issuances of shares occurred during the relevant period.
95. Each issuance of shares in excess of the authorized amount involved the fraudulent use of interstate wires or mails to transmit the instructions to Computershare, FGFC’s transfer agent, in violation of 18 USC §§1341 and/or 1343 and, as a result, constitutes racketeering activity as defined by 18 USC §1961(1).
96. Each issuance of a press release through Business Wire as described above involved the fraudulent use of interstate wire in violation of 18 USC §1343 and, as a result, constitutes racketeering activity as defined by 18 USC §1961(1).
97. Each of the above acts played an integral part and result of this conduct and these acts and omissions intended to deprive the plaintiff and others of their assets.
98. All of these acts constitute RICO “predicate acts” under 18 USC §1961, and were intended to, and did deprive the plaintiff and others of assets and money.
99. The conduct of the defendants and/or others involved substantially more than “at least two acts of racketeering activity … the last of which occurred within ten years after the commission of a prior act of racketeering activity” and therefore constitute a “pattern of racketeering” within the meaning of 18 USC §1961(b).
100. As set forth above, this pattern consisted of repeated, continuous acts that had the same or similar purposes, results, participants, victims, or methods of commission, and are interrelated by distinguishing characteristics rather than isolated events.
101. It was the purpose of the pattern and practice to deprive the plaintiff and the investor public of their money and assets through a pattern of fraudulent conduct.
102. The defendants repeatedly engaged in acts indictable under the aforementioned laws and took place in interstate commerce and, thereby, the defendants continually engaged in “racketeering activity” within the meaning of 18 USC §1961(1)(B).
103. The repeated violations of federal law by the defendants extended over a period of one year and involved distinct and independent criminal acts. They were neither isolated nor sporadic events, but involved the regular and repeated violations of law to accomplish their desired ends in the court of the continuing business of FGFC.
104. These acts were related to each other by virtue of (a) common participants, (b) common victims, (c) common methods of commission, and (d) a common purpose and common result.
105. As such, this conduct constitutes a pattern of racketeering activity within the meaning of 18 USC §1961(5).
106. These repeated and continuing violations of the provisions of 18 USC §1961(5) cited above were neither isolated nor sporadic events, but involved a callous and calculated series of repeated and systematic violations of law in order to conceal and promote criminal activity in the course of the continuing business of FGFC. These activities therefore constitute a further component of a pattern of racketeering activity within the meaning of 18 USC §1961(5).
107. These violations of 18 USC §1962(d) caused the plaintiff to suffer direct injury to the property rights possessed and to the value of the property.
108. The defendants engaged in the conduct, acts, and omissions described above willfully and with actual knowledge of their illegality and actual purpose to the detriment of investors including the plaintiff.
COUNT IV – Conspiring to conduct the affairs of the racketeer enterprise in violation of 18 USC §1962(d)
109. Plaintiff repeats and realleges each and every allegation contained above as if fully set forth again.
110. By their conduct, acts, and omissions set forth in detail above, during the times material, the defendants and/or others agreed to manage, operate, conduct, and participate in the conduct of the affairs of FGFC through a pattern of racketeering activity within the meaning of 18 USC §1962(d).
111. The defendants, being persons intimately involved in the transactions and affairs of FGFC unlawfully and willfully combined, conspired, confederated, and agreed with each other to violate 18 USC §1962©, that is, to conduct and participate, directly or indirectly, in the conduct of the affairs of FGFC through a pattern of racketeering activity, all in violation of 18 USC §1962(d).
112. Part of this conspiracy was that the defendants and/or others committed and agreed to commit two or more (and numerous) repeated fraudulent and illegal racketeering acts and conducted and agreed to conduct the affairs of FGFC through the pattern of racketeering activity in violation of 18 USC §1962(c) described above.
113. In furtherance of the conspiracy and to effect the objects thereof, the defendants and/or others committed and caused to be committed a series of over acts, including those specifically alleged in the paragraphs above.
114. The plaintiff has been directly injured and suffered a financial loss by reasons of the violations of 18 USC §1962(d). The losses, in an amount to be proven at trial, were the direct result of the conspiracy set forth above.
COUNT V – Breach of fiduciary duty
115. Plaintiff repeats and realleges each and every allegation contained above as if fully set forth again.
116. The defendants maintained a duty of due care to the plaintiff and the other shareholders to operate in a manner legally and consistent with its representations and to comply with the laws of Delaware as to share issuances.
117. The defendants breached their duty of due care by issuing false press releases, exhausting thousands of dollars in resources for the sole purpose of disseminating false information to increase the value of their stock, issuing shares in excess of the authorized amount and selling them on the public markets for their own benefit, and failing to perform the promises made in the press releases.
118. The defendants acted in a manner inconsistent with that of an ordinary, prudent person in a fiduciary position.
119. As a result of the breach of fiduciary duty, the plaintiff suffered damages as explained above.
COUNT VI – Fraudulent conveyance
120. Plaintiff repeats and realleges each and every allegation contained above as if fully set forth again.
121. The defendants created a series of entities and false and fraudulent transactions to justify the issuance of shares to third parties under their control.
122. Every share issued during the material times was counterfeit and void as it exceeded that authorized by the Delaware articles of incorporation.
123. Every share issued was done so with the intent to defraud the current investors.
124. The defendants provided instructions to their transfer agent, Computershare, to issue the shares to third parties under their control or to third parties for the purposes to furthering the fraud scheme.
125. Based on information, the shares issued to third parties were converted to cash by selling them on the open stock market through various bank and brokerage accounts in the names of third parties and entities created by the defendants.
126. The actions in transferring the shares and obtaining the funds from the sale on the open market constitute a fraudulent conveyance.
127. The sole purpose of the transactions was to hide and conceal the assets derived from the fraudulent shares.
128. As such, the plaintiff is entitled to equitable relief against the defendants and the entities that were used as vehicles to hid the funds.
WHEREFORE, based on the above, plaintiff Mal Duszak respectfully demands that this Court: (1) Award judgment in an amount to be proven at trial; (2) Award treble damages as authorized by 18 USC §1961, et seq.,; (3) Award punitive damages in an amount to be proven at trial; (4) Award interest and compensatory damages; (5) Issue an injunction prohibiting the defendants from the issuance of any further shares; (6) Issue an injunction requiring strict compliance with the promises and representations made in the press releases as to the buyback of shares; (7) Issue an injunction rescinding the transactions creating the additional shares; (8) Issue an injunction or writ of seizure that places the issued shares and any proceeds under the control of the Court; (9) Any further relief that is necessary and just; and (10) Award costs, fees, and attorneys fees, if any.
I, Mal Duszak, declare and state under the penalty for perjury that the allegations above are true and correct to the best of my knowledge, information, and belief. 28 USC §1746.
Respectfully submitted,
____________________________________
Mal Duszak"
I have looked further into the lawsuit posted early this morning. Getting a lot of discussion on that "other" board. Take a look at post #1 of that companies IHUB board (link provided below). Mighty Mouse care to explain?
http://www.investorshub.com/boards/read_msg.asp?message_id=7960912
From the lawsuit. Link to the entire lawsuit provided below the quote.
"The press release deceptively concealed that, contrary to being recruited from outside the company, Edward Abraham Rosenman was actually a restaurant manager for IBAC Corporation, controlled by Edward Hayter, who previously owned FGFC’s corporate shell and operated it under the name Viyon Corporation. Indeed, Defendant Rosenman’s primary source of income is his job running Mr. Hayter/IBAC’s restaurant located in Florida."
http://www.investorshub.com/boards/read_pmsg.asp?message_id=16228585
Scroll through the complaint it starts getting real interesting around count 51 and on from there.
JMHO! Do your own DD and do not buy or sell this stock based on any information I provide. You need to make your own decisions.
GLTA
Binzur
QMMG up 89% today! Just the beginning. Look at the 1 Year chart, big news after the close on Friday!
Flipper; You haven't read my posts at least! I think every one here feels the CEO can stay quiet as long as he UNGAGS THE TA and releases the AF promised in November! Don't need to hear anything from Ed if he does these two simple things!
LOL
Binzur
QMMG gapping up pre market. Big news after the close on Friday.
Here is the operative part of the suit you show that applies to this post. So it was Ed Hayters shell that FGFC used and what is provided below from the lawsuit. And the stock has gone from .40 in April to close at .002 last Friday.
"51. On February 21, 2006, the defendants issued a press release usng Business Wire announcing that FGFC named “E. Abraham Rosenman” as its new President and “COO.” The press release claimed that, “Mr. Rosenman was recruited from outside the company to lend fresh ideas and direction to the company’s growth, objectives and business plan going forward, and has the Board’s full support for his ideas and strategies.” The press release deceptively concealed that, contrary to being recruited from outside the company, Edward Abraham Rosenman was actually a restaurant manager for IBAC Corporation, controlled by Edward Hayter, who previously owned FGFC’s corporate shell and operated it under the name Viyon Corporation. Indeed, Defendant Rosenman’s primary source of income is his job running Mr. Hayter/IBAC’s restaurant located in Florida.
52. Immediately after issuing the press release identifying the President of FGFC as “E. Abraham Rosenman,” and in a further effort to confuse the public, the defendants began referring to Defendant Rosenman as “Abraham Rosenman.” Subsequent investigation and discussion with Defendant Rosenman’s coworkers revealed that he is not known by his middle name, but is known as “Edward Rosenman.”"
Great job so far today board. I post information and also questions to save all some time. If someone else has done the digging then I don't have to. I got back a little bit ago and have just caught up on the posts! NOT A SINGLE POST DELETED! That could be a record, at least lately! LOL! Keep it up! I read all of the posts. Don't care whether they are negative or positive.
All need to evaluate the credibility of the information provided and THEN MAKE YOUR OWN DECISION!
Binzur
Got to agree with you here MM it isn't a big deal if the company wasn't in possession of the invoice the auditor wouldn't know it existed. Thanks for your efforts to call the city.
Binzur
Looking at your posts today it is quite amazing! Trading is closed today in observance of the Martin Luther King day! LOL!
Binzur
Two areas I excel in are math and logic and will enjoy this discussion.
First they raised the A/S from 200M to 500M without any announcement. They PR'd that they were reducing the A/S from 500M to 350 M on November 22. "IBAC Corporation(Pinksheets:IBCX) announced today that its Board of Directors has approved an immediate reduction of its Authorized shares
from 500 Million to 350 Million." (in essence they raised the A/S by 150 Million shares in this process.)
The company never lowered the A/S per the above mentioned PR. Instead on December 13, 2006 they raised the A/S to 2.02 BILLION! No PR no nothing! The pump machine was running at full speed during this time period.
Ed Hayters history with this stock proves he will sell and sell and sell and not care what the PPS is as long as he raises his money. I spoke with the SEC and the 504 is still valid so nice try there. I will believe the SEC over your broker. He wants to raise the $1 mil per year allowed by the 504. Sad thing is the company doesn't care about its shareholders at all! Take this down to .000- or even lower and it doesn't matter as then we do the same old R/S and everyone is in the same boat as those who owned ICAN.
Your estimate of the O/S being "arround 285 or 300 millions here no more" isn't even close. So using logic like you said the market is telling you that this entire company with all of these assets is worth $450,000! LOL! See no one believes the spin off will happen and if it does IMHO the bag holders aren't going to get much. Devil is in the details (look to past history when no present details are available).
I have to be heading out for a bit. I will respond later but one last thing. Multiple posters here who have talked to Ed Hayter have been told anywhere from 340 Mil O/S (me twice) to around 500 M O/S this week. It should be below 300 mil with the Dividend included if no dilution is taking place. I believe it is higher than 500M at this time. JMHO
So simple answer is UNGAG the TA immediately! File the AF's immediately! Easy! Have to head out and will be back this afternoon. More to follow.
JMHO Do your own DD!
Binzur
Angel we disagree on this and that is fine. This is not the pumper IBAC site. Mick is the moderator here and to be honest I serve at Micks pleasure. I asked Mick if I should resign as I have found out a great deal of information recently that if proven every person owning this stock should be concerned. Mick has said many times "positives and negatives" as long as they follow the rules at IHUB. My posts are following those rules and I will continue to as long as I post here or anywhere in IHUB. I will not spam, be vulgar, attack anyone, or go off topic! If all here did the same things this forum would work very well for all to assist them in their investment decisions. They must however be able to read both sides!
I challenge Mighty Mouse, cwy48, Balamidas to provide proof of the shareholder structure of each entity. Mighty Mouse your explanation is fine for the newbie here. Someone who hasn't been in business for themselves (no offense to newbies). You have showed up the last two nights in the middle of the night with a bunch of information that proves absolutely nothing about the share structure of each of the entities. Please prove the share ownership structure of everything you state you have verified IBAC corp owns! TIA!
JMHO and everyone should do their own DD.
Binzur
To many boards I have seen that the moderators are the biggest pumpers of the stock. That is wrong! The moderators job is to keep this forum functioning within the rules the Matt has set up here. I have read the moderators handbook multiple times and NO WHERE does it say the moderator is suppose to post the positive way only. I believe you will find I am respectful in my posts and am working very hard for this board.
I find your statement about hurting the company ridiculous. I know Ed reads this board. There is no reason he has not ungagged the TA. No one should buy any more stock in this until that is done! NO ONE. People can't average down if the company is still dumping stock. You keep buying and buying more and the price keeps going down and down because the company is dumping more shares than the bag holders are able to buy! Combine that with others selling out and the price keeps going down down down!
Ungag the TA immediately on Tuesday! Simple as that! I dare you to prove me wrong...double dare....triple dare! It takes a 5 minute phone call.
Where are the AF's that were advertised in November; "IBAC Corporation (Pinksheets:IBCX) announced today that it has a final draft of its audited financial statements and after review will release them to the public.
"The company and the shareholders have waited a long time for this moment and we are now very excited that now we will be able to become a fully reporting company and file to move up to the OTCBB." Said Wayne Burmaster President"
Please don't give me the electronic filing BS! Paper could have been filed and up already! Instead of wasting all the time Ed has talking to so many shareholders about the same things he could and should have filed the AF's and ungagged the TA which if he wanted shareholders to stop calling should have been done weeks ago.
UNGAG the TA on Tuesday ED!
JMHO and all should do their own DD!
Binzur
I have been involved with many business transactions and property transactions with my company. Never once has anything other than my company been listed as the owner. Hipster Dufus posted this. Look at the owners of the restaurants we supposedly own! Man does that look fishy to me! Look at the items in bold. Look at the NYLKOORB date. We all need to work to find answers. Remember in a shell game the bagholders shell is usually empty! JMHO! Do your own DD!
DD for those who care:
EDWARD HAYTER LOOKUP-
COMPANY
THE SANIBEL RESTAURANT GROUP INC
2167 E 21ST ST
PMB 103
BROOKLYN, NY 11229 [DPV – County: KINGS]
OWNER
EDWARD W HAYTER
2167 E 21ST STREET PMB 103
BROOKLYN, NY 11229 [DPV – County: KINGS]
OTHER
Filing Type: DOMESTIC
Corp. Status: ACTIVE, ACCEPTED, CURRENT
SIC Code: 5812
COMPANY
THE CADDO CORPORATION
2167 E 21ST ST
PMB 103
BROOKLYN, NY 11229 [DPV – County: KINGS]
OWNER
EDWARD W HAYTER
2167 E 21ST STREET
BROOKLYN, NY 11229 [DPV – County: KINGS]
OTHER
Filing Type: DOMESTIC
Corp. Status: ACTIVE, ACCEPTED, CURRENT
COMPANY
BONITA SPRINGS RESTAURANT GROUP INC
2167 E 21ST ST
PMB 103
BROOKLYN, NY 11229 [DPV – County: KINGS]
OWNER
EDWARD HAYTER
2167 E 21ST ST PMB 103
BROOKLYN, NY 11229 [DPV – County: KINGS]
OTHER
Filing Type: DOMESTIC
Corp. Status: ACTIVE, ACCEPTED, CURRENT
SIC Code: 5812
RCC MANAGEMENT COMPANY
Description: STOCK CORP
Status: GOOD STANDING
Type: DOMESTIC FOR PROFIT CORPORATION (NEW CODE)
Registry Number: 800095626
Filing: 10/17/2006
OFFICER DATA
Name Address
EDWARD W HAYTER
Title: AGENT
TWO CONVENTION CENTER PLAZA
PINE BLUFF, AR 71601
NYLKOORB MANAGEMENT GROUP, INC
Description: STOCK CORP
Status: GOOD STANDING
Type: DOMESTIC FOR PROFIT CORPORATION (NEW CODE)
Registry Number: 800092524
Filing: 08/31/2006
OFFICER DATA
Name Address
EDWARD W HAYTER
Title: AGENT
TWO CONVENTION CENTER PLAZA
PINE BLUFF, AR 71601
The Caddo Corporation
Status: IN EXISTENCE
Registry Number: 0800529389
Filing: 08/09/2005
OFFICER DATA
Name Address
AMERICORP RESEARCH, INC
Title: REGISTERED AGENT
2700 PECAN STREET W STE 427
PFLUGERVILLE, TX 78660
EDWARD W HAYTER
Title: DIRECTOR
2167 E 21ST STREET PMB 103
BROOKLYN, NY 11229
WAYNE BURMASTER LOOKUP-
COMPANY
BONITA SPRINGS RESTAURANT GROUP INC
2167 E 21ST ST
PMB 103
BROOKLYN, NY 11229 [DPV – County: KINGS]
OWNER
WAYNE BURMASTER
2167 E 21ST STREET PMB 103
,
OTHER
Filing Type: DOMESTIC
Corp. Status: ACTIVE, ACCEPTED, CURRENT
SIC Code: 5812
COMPANY
NATIONAL ACOUSTICS INC
515 W 36TH ST
NEW YORK, NY 10018 [DPV – County: NEW YORK]
Corp. Phone: 212-695-1252
OWNER
WAYNE BURMASTER
OTHER
Filing Type: DOMESTIC
SIC Code: 1742
BONITA SPRINGS RESTAURANT GROUP INC
2167 E 21ST STREET PMB 103
BROOKLYN, FL 11229
[DPV – County: KINGS]
Country: US
Status: ACTIVE
Filing Type: Domestic for Profit
Home State: FL
Registry Number: P06000045441
Filing: 03/28/2006
OFFICER DATA
Name Address
WAYNE BURMASTER
Title: DIRECTOR
2167 E 21ST STREET PMB 103
BROOKLYN, NY 11229
EDWARD HAYTER
Title: PRESIDENT
2167 E 21ST STREET PMB 103
BROOKLYN, NY 11229
TERRY WOODS, MS
Title: Registered Agent
13401 SUMMERLIN ROAD
FT MYERS, FL 33919
eelfland; That was an excellent post. I was not here yesterday afternoon when people here decided not to play nice! Your points are correct and the way things should be here!
Thanks
Binzur
They were very fast to post the "record October sales" in November during the pump. It is a statement in its entirety about what I think is going on. All need to make their own decisions. That was probably the smallest part of my post.
Nice to see you back Mighty Mouse. Sorry if I offended you the other day by deleting some off topic posts. Keep them on topic like you did this morning and post away! Your DD provided was very good and we can use more work like that.
Binzur
balamidas; If the 4th quarter numbers were going to be so outstanding why would they not have posted NOVEMBER sales? They posted record October sales right during the pump cycle (November 24). You can't tell me they do not know the November sales numbers yet we haven't seen them. That leads me to believe those numbers weren't as good and they didn't post them.
It is clear as well to me that the dilution started during the November pump cycle. A number of smoke screens were put out to cover the dumping. The filing of the regdex 506 was actually quite good on their part. I feel it was a smoke screen. No one was overly concerned with the 506 as it would have issued only restricted private placement shares. I have been watching since that date for them to change the 506 to a 504. Saw the pump and felt they were going to dump! What nobody realized was the 504 filed in the pre IBCX days was still valid! That means they can dump up to $1,000,000 of shares per year on the open market. That has been going on late in '06 and definitely early in 2007. Second smoke screen was the share dividend. That was the excuse many were using for the volume and also the price drop. Everyone dumped their divi's. That happened but the company was also dumping shares as well. Now combine that with the fact that they never reduced the A/S from 500M to 350M as PR'd on November 22 and then they raise the A/S to over 2 billion and you can tell very quickly when the dilution started. This was a big slip up by Ed and Wayne and one that is going to come back and hit him where it hurts.
I will be posting more later today and tomorrow. All of the above are JMHO!
Binzur
That wouldn't change anything. He is on probation!
Thanks for the DD this morning. Still find it interesting that Edward W. Hayter is listed as the owner of the restaurants in Florida. In another post it showed Becker on there as well! Wayne Burmaster is listed as an owner as well.
Thanks
Binzur