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That's the one.
I have an office nearby the venue,
so I'll probably pop in for the weigh-in tomorrow just for the heck of it.
Yeah, I know.
Somehow I never caught the car bug. The most exciting I've ever had is a Celica convertable....which I really didn't care for that much. My favorite ever was an 84, 4-cl, water-cooled Wolfsburg edition Vanagan. My brother, on the other hand, has always been the total opposite. By the time he was 18, he had gone through a mustang, a hornet, some kind of Cutlass with a 442, an MG midget, a corvair and even an air-cooled VW Van. As his little brother, I benefited greatly from his spare cars until I left for college. I usually drove the midget, and my girlfriend at the time had a cute little Triumph Spitfire. We had a lot of fun racing around together. Only in hindsight do I realize how cool these cars were. At the time I didn't get it....much to my brother's disgust.
Believe it or not, my Windstar is a huge step up. Prior to that, I was driving a Chevy Lumina! All I really care about is whether the thing will start every day. Other than that, it has always been just about transportation.
Since you love Fords,
maybe you'd like a picture of me & the rest of the farkle family in my chick-magnet Windstar.
I've got some floor seats to a local card next week.
The main event is a twelve rounder between local guy Ray Oliveira v. Golden Johnson of San Antonio. Oliveira is about the best local guy we've got, ranked 14 in the world at Welterweight (43-8-2, 20 KO's). A little over the hill in his early 30's, but impressive in his wins. Most of his losses have come against quality guys, including Vernon Forrest, Ben Tackie, Zack Padilla and Reggie Green.
This fight is probably a warm up to better days, like maybe a rematch against Forrest, or fight against Mickey Ward. His opponent, Johnson (22-7-2, 16 KOs), is the cousin of former light-heavytweight champ Reggie Johnson. Not exactly a tomato can, but clearly an "opponent."
Anyway, I enjoy these local fights and expect to have a great time.
I don't know if you missed it,
saw it and didn't take the time to think about it,
or just don't consider it a big deal,
but a few days ago she wrote here that she hoped someone would get AIDS and die. The post is still here.
Maybe it is just a matter of more or different life experiences, or of personal values,
but I am amazed to see her still posting on this site.
Is there no line in the sand?
Lennox Lewis-Wladimir Klitschko: Lewis never gets me too excited. I expect a Lewis KO before halfway through.
Tyson-Tua I'd rather watch a butterbean fight. Two guys going nowhere. Tyson would end Tua's career, but so what? They're both just too small to match up to today's giants.
Dariusz Michalczewski-Roy Jones: Never going to happen. The Ruiz fight should be interesting, but I'd rather see Jones matched up against Hopkins.
Joe Calzaghe-Bernard Hopkins: I like Calzaghe, but not against Hopkins. I would not miss this one, and would look for a late KO or TKO.
Kostya Tszyu-Floyd Mayweather: Another great matchup. I would take Tszyu by decision.
test
test
I agree that it is, on the whole, a bad idea for everybody involved.
The only way it could work is the way you initially floated it. The lender would have to be someone close to you like your father, who is willing to take some risk based on his trust in and affection for you.
As a business proposition for unrelated investors, it will always come off smelling like a scam.....and it is deals like this that may start off with good intentions that usually lead to fraud.
I'd like to see what a few of you would say if someone offered that kind of deal.
I would probably say yes to $10,000 under these conditions:
1. You give me a prom note in the amount of the higher of $11,000 or 25 percent of your profits.
2. The note is secured. Since you don't own real estate, I need something else as security. Your truck won't do. Absent a third party guarantor of sufficient means, I would probably require you to pledge something to me like stock certificates, coin collection, a painting or some other tangible asset worth at least $11,000 that I can take possession of for the year.
3. You establish a dedicated trading account for these funds, so that at year's end it will be simple to audit your results.
Of course, you could probably do better at your local bank.
How could I not have heard.
What with all the voives of the hollywood types that have spewened all over this countrie.
Koria?
I understand, Mind Freeze.
Here, this will take your mind off your worries and put these debates into perspective:
http://www.sissyfight.com/
No, I didn't mean to say that.
What I mean is that I should only be able to delete things that I have in my possession. So, I should be able to delete my copy of a PM I sent to you. You will still have a copy. On the other side, I should be able to delete my copy of a PM you sent to me. You will still have your copy.
Do you charge a business rate for this sort of thing, or are they an advertiser here, or what the dilly-yo?
http://www.investorshub.com/boards/board.asp?board_id=1445
I'll tackle a few of your points:
Yes, it's true that if we simply erase the contents of a private message as our deletion method, the search is still functional, but the usefulness of it is hurt enough to make it a useless feature, IMO.
Useless for what purpose? I don't see how the search feature becomes less usefull here. I am still able to search through all of the messages that I wanted to keep. Obviously, I only want to search through old messages that I wanted to keep for that purpose. The fact that deleted messages are gone does not make my search of archived messages any less usefull.
So, assume we've offered the ability to erase the contents of private messages. Is that good enough?
Yes, although not optimal.
So, okay, rather than erasing the contents, the message itself is removed from the database. That mucks up the back-linking ability. And requires extra work on my part to appropriately deal with encountering a deleted message when back-linking. Do-able, of course, but extra work, which may accomplish nothing anyway.
This is such an easy fix. Just eliminate the ability to link personal messages. With only two people messaging back and forth, linking is really not that important of a feature. Or, create a screen that says "deleted" to replace the removed message, similar to how you deal with deleted public messages.
Should a person be allowed to delete only the messages they've written, only the messages that've been written to them, or both? If they can delete messages written to them, surely a scenario can be imagined in which the author of the message would object to their message being deleted.
Of course a person should only be allowed to delete the messages that they have written themselves. Messages from others need only be permanently removed from the recipient's inbox, folders, trash, etc. Nobody expects to be able to control content from others.
On a side and more technical note, physical deletion of a record uses a lot of horsepower on a large system, especially when there's a lot of it happening. It's one of those things that's insignificant by itself, but has a way of adding up to a huge load. And handling the possibility of the last record being a deleted one is a special challenge. If the system needs to access it (which it does when it's determining the number to be used for the next message), incorrect handling of a deleted record there would result in a fatal error condition.
I take this paragraph as you saying, essentially, that this is not an easy task and will take you some serious brain power to figure out the simplest and most efficient way of doing it. I realize this. I didn't think it would be easy. Based on what else you've done here, I know that you are talented enough to pull it off. I also know that eventually you will come up with an extremely elegant way of doing it, and will be able to take pride in your accomplishment.
But, all of the above said, let me throw this one out: Backups.
Well heck, one can't have everything. I would, however, suggest that you can limit this problem by implementing record retention policy with a schedule of dumping backup data every six months or so.
I appreciate your willingness to open this up for debate and consideration.
Some thoughts:
1. A private message may indeed be relevant to a libel claim, because private messages may contain evidence that the person being sued made public posts with malice, recklessness, or an intent to harm. If I were representing someone claiming defamation, I would absolutely seek to subpoena private messages.
2. Just because we trust you, or Matt, or whoever else currently has access to your database, doesn't mean we have faith that subsequent owners will feel the way you do about our privacy. SI started as a little operation too. Look who owns it now. If Ihub goes into bankruptcy, we have no guarantees that the court will not order you to sell your databases or whatever other assets can legally be transferred to pay debts.
3. Just because Ihub has a "policy" of not complying with a subpoena seeking private messages doesn't mean that you can disregard a court order to turn them over. IF you disregard a subpoena seeking personal messages, the next step is for the requesting party to seek an order compelling your production. This will require you to hire an attorney and appear in court. If you win, great. If you lose, the documents must be produced. The judge may even want to review the documents himself, in camera, to determine if they are relevant.
4. Even if a person is confident that he hasn't committing any illegal acts, he still may have valid reasons for not wanting someone to be able to review his discarded personal messages. Old messages may contain personal information such as telephone numbers, addresses, discussion of family, discussion of confidential business plans, assets, etc.
5. Not everyone on a message board has a low profile in real life. Some people have good reason to remain anonymous, and take substantial steps to be able to remain anonymous in public posts on the internet. Private messaging is superior to email to those who wish to remain anonymous, because it does not include header information that would enable any 9 year old to track down the sender.
6. Deletion not only guards against prying eyes at home or in the office when one forgets to log off, it also protects against the crazy stalkers who are willing to stay up all night trying different combinations to log into your account. Wasn't there a glitch on SI once that caused everyone's usernames and passwords to be displayed for a few hours.
7. I hear you saying that we either have true deletion capability, or the ability to search archived messages, but not both. I am no geek, but I cannot believe that it is impossible to have both. If I have a stack of 100 papers, I can search through them all. If I take one page out of the middle and burn it, I can still search through the remaining 99 pages. Alternatively, I can take a page out of the middle and overwrite it so that is unreadable, then put it back, then search all 100 pages but never find anything on the overwritten page. It seems unlikely to me that this cannot be accomplished here by a competent software engineer (i.e. YOU).
I vote to give us the option of deleting private messages.
http://www.investorshub.com/boards/survey.asp?surveynum=6
Date: 12/6/2002
Document Filings
Corporation Names
--------------------------------------------------------------------------------
Name Name Type
CREATIVE GAMING CONSULTANTS, INC. Legal
Business Corporation Information
--------------------------------------------------------------------------------
SOSID: 0464256
Status: Current-Active
Date Formed: 7/13/1998
Citizenship: Domestic
State of Inc.: NC
Duration: Perpetual
Registered Agent
--------------------------------------------------------------------------------
Agent Name: Starczewski, Daniel D
Registered Office Address: 932 Burke St
Winston Salem NC 27101
Registered Mailing Address: 932 Burke St
Winston Salem NC 27101
Principal Office Address: No Address
Principal Mailing Address: 932 Burke St
Winston Salem NC 27101
Bar-Coded Forms
**********************
From Articles of Incorporation, filed July 13, 1998
Name and Address of Incorporator:
Lamont W. Jones
1013 Centre Road
Wilmington, DE 19805
JVO & Fox
From SEVU board:
FOX CONSULTING, 20 BLAZING STAR, IRVINE, CA. 91124 490,000 SHARES SERVICES PROVIDED INCLUDE SOURCING PRODUCT COMPONENTS FOR MANUFACTURING OF PRODUCTS BY REGISTRANT, TOGETHER WITH DISTRIBUTION FOR PRODUCTS.
(II) J.V.O. CONSULTING, INC., 1020 BROOKSTOWN AVE., #14, 490,000 SHARES WINSTON SALEM, N.C. 2VITIES.
----------------------------------------
http://216.239.33.100/search?q=cache:s_AWjJ1lkqEC:www.triadipages.com/s/securitybrokersdealers/inves...
Investor Resource Svc 336-723-0908 1020 Brookstown Ave # 14 Winston Salem NC 27101
To:Francois Goelo who started this subject
From: TheTruthseeker Monday, Mar 5, 2001 1:23 PM
Respond to of 1957
Searched the web for HATTIER SANFORD fraud. http://www.google.com/search?q=HATTIER+SANFORD+fraud
--------------------------------------------------
By: DD_Captain $$$
Reply To: 26510 by tomohawk $$$ Saturday, 3 Mar 2001 at 2:35 PM EST
Post # of 26548
Broker John Doria & his clients are filing 144's by the boatload.
In fact, they vastly outnumber all other filers of 144's.
Doria, located in Florida, is a broker with the New Orleans brokerage HATTIER SANFORD.
Here are the filings
CREATIVE GAMING CONS... UK 1/8/2001 25,000 HATTIER SANFORD & RE...
DORIA JOHN CUST FOR ... N 10/16/2000 8,333 HATTIER SANFORD & RE...
DORIA JOHN J CUST FO... N 2/26/2001 8,333 HATTIER SANFORD & RE...
DORIA JOHN J CUST FO... N 1/29/2001 8,333 HATTIER SANFORD & RE...
DORIA JOHN J CUST FO... N 12/19/2000 8,333 HATTIER SANFORD & RE...
DORIA JOHN J CUST FO... N 11/30/2000 8,333 HATTIER SANFORD & RE...
DORIN JOHN CUST FOR ... N 9/26/2000 8,333 HATTIER SANFORD & RE...
DORIN JOHN CUST FOR ... N 8/28/2000 8,333 HATTIER SANFORD & RE...
DORIN JOHN CUST FOR ... N 7/21/2000 8,333 HATTIER SANFORD & RE...
DORIN JOHN CUST FOR ... N 6/23/2000 8,333 HATTIER SANFORD & RE...
GLICKMAN RONALD N 11/30/2000 416 HATTIER SANFORD & RE...
GLICKMAN RONALD N 10/16/2000 416 HATTIER SANFORD & RE...
GLICKMAN RONALD N 9/26/2000 416 HATTIER SANFORD & RE...
GLICKMAN RONALD N 8/28/2000 416 HATTIER SANFORD & RE...
GLICKMAN RONALD N 7/21/2000 416 HATTIER SANFORD & RE...
GLICKMAN RONALD N 6/23/2000 416 HATTIER SANFORD & RE...
GLICKMAN RONALD N 6/8/2000 416 HATTIER SANFORD & RE...
GLICKMAN RONALD N 5/23/2000 5,000 HATTIER SANFORD & RE...
GLICKMAN RONALD E N 2/26/2001 416 HATTIER SANFORD & RE...
GLICKMAN RONALD E N 1/29/2001 416 HATTIER SANFORD & RE...
GLICKMAN RONALD E N 12/19/2000 416 HATTIER SANFORD & RE...
GLICKMAN RONALD E N 11/30/2000 416 HATTIER SANFORD & RE...
HAMILTON RONALD E & ... UK 1/29/2001 30,000 HATTIER SANFORD & RE...
HORSCHEL JOSEPH SH 2/26/2001 500 HATTIER SANFORD & RE...
HORSCHEL JOSEPH SH 1/29/2001 500 HATTIER SANFORD & RE...
HORSCHEL JOSEPH SH 12/19/2000 500 HATTIER SANFORD & RE...
HORSCHEL JOSEPH SH 11/30/2000 416 HATTIER SANFORD & RE...
HORSCHEL JOSEPH SH 10/16/2000 500 HATTIER SANFORD & RE...
HORSCHEL JOSEPH SH 9/26/2000 500 HATTIER SANFORD & RE...
HORSCHEL JOSEPH SH 8/28/2000 500 HATTIER SANFORD & RE...
HORSCHEL JOSEPH SH 7/27/2000 500 HATTIER SANFORD & RE...
HORSCHEL JOSEPH SH 6/23/2000 500 HATTIER SANFORD & RE...
HORSCHEL JOSEPH SH 4/3/2000 6,000 HATTIER SANFORD & RE...
JOHN J DORIA CUST JE... N 5/30/2000 8,133 HATTIER SANFORD & RE...
JOHN J DORIA CUST JE... N 3/20/2000 100,000 HATTIER SANFORD & RE...
JVO CONSULTING INC N 9/8/2000 16,000 HATTIER SANFORD & RE...
KAIER CATHERINE SH 2/26/2001 416 HATTIER SANFORD & RE...
KAIER CATHERINE SH 1/29/2001 416 HATTIER SANFORD & RE...
KAIER CATHERINE SH 11/30/2000 416 HATTIER SANFORD & RE...
KAIER CATHERINE SH 10/16/2000 416 HATTIER SANFORD & RE...
KAIER CATHERINE SH 9/26/2000 416 HATTIER SANFORD & RE...
KAIER CATHERINE SH 8/28/2000 416 HATTIER SANFORD & RE...
KAIER CATHERINE SH 7/24/2000 416 HATTIER SANFORD & RE...
KAIER CATHERINE SH 6/23/2000 416 HATTIER SANFORD & RE...
KAIER CATHERINE SH 4/3/2000 5,000 HATTIER SANFORD & RE...
KAIER MICHAEL SH 2/26/2001 4,166 HATTIER SANFORD & RE...
KAIER MICHAEL SH 2/26/2001 333 HATTIER SANFORD & RE...
KAIER MICHAEL SH 1/29/2001 333 HATTIER SANFORD & RE...
KAIER MICHAEL SH 1/29/2001 4,166 HATTIER SANFORD & RE...
KAIER MICHAEL SH 12/19/2000 4,166 HATTIER SANFORD & RE...
KAIER MICHAEL SH 12/19/2000 333 HATTIER SANFORD & RE...
KAIER MICHAEL SH 11/30/2000 333 HATTIER SANFORD & RE...
KAIER MICHAEL SH 11/30/2000 4,166 HATTIER SANFORD & RE...
KAIER MICHAEL SH 10/16/2000 4,166 HATTIER SANFORD & RE...
KAIER MICHAEL SH 10/16/2000 333 HATTIER SANFORD & RE...
KAIER MICHAEL SH 9/26/2000 4,166 HATTIER SANFORD & RE...
KAIER MICHAEL SH 9/26/2000 333 HATTIER SANFORD & RE...
KATER MICHAEL SH 8/28/2000 333 HATTIER SANFORD & RE...
KATER MICHAEL SH 8/28/2000 4,166 HATTIER SANFORD & RE...
KATER MICHAEL SH 7/24/2000 4,166 HATTIER SANFORD & RE...
KATER MIKE SH 7/21/2000 333 HATTIER SANFORD & RE...
KATER MIKE SH 6/23/2000 4,166 HATTIER SANFORD & RE...
KATER MIKE SH 6/5/2000 4,166 HATTIER SANFORD & RE...
KATER MIKE SH 4/3/2000 50,000 HATTIER SANFORD & RE...
KATER MIKE SH 4/3/2000 4,000 HATTIER SANFORD & RE...
MITCHELL CALVIN L N 2/26/2001 8,333 HATTIER SANFORD & RE...
MITCHELL CALVIN L N 1/29/2001 8,333 HATTIER SANFORD & RE...
MITCHELL CALVIN L N 11/30/2000 8,333 HATTIER SANFORD & RE...
MITCHELL CALVIN L N 10/16/2000 8,333 HATTIER SANFORD & RE...
MITCHELL CALVIN L N 10/3/2000 8,333 HATTIER SANFORD & RE...
MITCHELL CALVIN L N 8/28/2000 8,333 HATTIER SANFORD & RE...
MITCHELL CALVIN L N 7/17/2000 8,333 HATTIER SANFORD & RE...
MITCHELL CALVIN L N 6/12/2000 8,333 HATTIER SANFORD & RE...
PATTERSON ERNEST N 2/26/2001 416 HATTIER SANFORD & RE...
PATTERSON ERNEST N 1/29/2001 416 HATTIER SANFORD & RE...
PATTERSON ERNEST N 10/16/2000 416 HATTIER SANFORD & RE...
PATTERSON ERNEST N 9/26/2000 416 HATTIER SANFORD & RE...
PATTERSON ERNEST N 9/8/2000 416 HATTIER SANFORD & RE...
PATTERSON ERNEST N 8/3/2000 416 HATTIER SANFORD & RE...
PATTERSON ERNEST N 7/10/2000 416 HATTIER SANFORD & RE...
PATTERSON ERNIE SH 4/17/2000 5,000 HATTIER SANFORD & RE...
TUSCANO INVESTMENTS ... N 2/26/2001 16,250 HATTIER SANFORD & RE...
TUSCANO INVESTMENTS ... N 1/29/2001 16,250 HATTIER SANFORD & RE...
TUSCANO INVESTMENTS ... UK 1/8/2001 50,000 HATTIER SANFORD & RE...
TUSCANO INVESTMENTS ... N 11/30/2000 16,250 HATTIER SANFORD & RE...
TUSCANO INVESTMENTS ... N 10/16/2000 16,250 HATTIER SANFORD & RE...
TUSCANO INVESTMENTS ... N 9/26/2000 16,250 HATTIER SANFORD & RE...
TUSCANO INVESTMENTS ... N 8/28/2000 16,250 HATTIER SANFORD & RE...
TUSCANO INVESTMENTS ... N 7/24/2000 16,250 HATTIER SANFORD & RE...
TUSCANO INVESTMENTS ... N 6/23/2000 16,250 HATTIER SANFORD & RE...
TUSCANO INVESTMENTS ... UK 5/30/2000 16,250 HATTIER SANFORD & RE...
TUSCANO INVESTMENTS ... N 4/3/2000 195,000 HATTIER SANFORD & RE...
TUSCANO INVESTMENTS ... N 3/27/2000 50,000 HATTIER SANFORD & RE...
http://www.nasdaq.com/asp/Holdings.asp?FormType=Form144&Sele...
Doria's clients might be interested in knowing that according to the NASDR, he has a disclosure record. You can order a free copy at www.nasdr.com. Just look for JOHN JOSEPH DORIA CRD #826504
http://www.google.com/search?q=HATTIER+SANFORD+fraud
Posted by: BillBranum
In reply to: None Date:2/6/2001 5:11:06 PM
Post #of 14583
I just spoke with Rich
And would like to share his answer to my concerns about the “missing” stock. He states that when the original 5,000,000 shares were issued, 1,170,000 of these new shares went to the group responsible for bring Seaview and Gopher together. This is the source of the shares referred to in the follow quote from the 10Q filed 8/14/2000:
On April 17, 2000 the Company entered into a pooling lock up agreement with the
following parties holding 921,000 shares of restricted stock held for over one
year from the original reverse merger with Gopher, Inc.
Bon Temps Roule Inc. 230,000 shares
Gregory Fox 120,000 shares
Jason Fox 110,000 shares
Tuscano Investments 195,000 shares
John J. Doria 100,000 shares
Calvin Mitchel 100,000 shares
Catherine Kaier 5,000 shares
Joeseph Horshel 6,000 shares
Ronald Glickman 5,000 shares
The agreement restricts the sale of stock for the period April 2000 through
April 2001 to 1/12th of the total holdings. The stock is held with the Company's
transfer agent and an opinion letter is required each month for release of the
shares.
I accept Rich’s explanation of this transaction. It does seem to me a high price to pay to go public (1,000,000 shares originally outstanding in Gopher; 1,170,000 shares to the group above; and 1,430,000 to the group in the S-8 filed on 4-18-99), but I am not an expert in this area, and besides, at this point they were all Rich’s shares anyway.
In regard to the question of the Springs, I accept the explanation offered on the following link:
http://www.investorshub.com/beta/read_msg.asp?message_id=45870
All of the concerns I had about stock transactions have been answered to my satisfaction.
Bill Branum
Sevu Insiders, many same as WINR
Posted by: bulldop01Toror
In reply to: Duly Diligent who wrote msg# 2854 Date:12/14/2000 9:24:36 AM
Post #of 14583
Duly Diligent, here is the COMPLETE lis of all SEVU insider trades, proposed and actual, since March 22 of this year. A quick read tells me that you can relax, since the # of shares is small, both in comparison to the float and the total # of shares outstanding. The #s indicate to me that these people are probably doing this for tax reasons. There is no sign of an insider panic here that I can see.
JMHO Bulldop01Toror
Date Who Shares
Stock Transaction
31-Dec-00 DORIA, JENNY ELIZABETH
Shareholder 8,333
SEVU Proposed Sale (Form 144).
Estimated proceeds of $65,081.
31-Dec-00 PATTERSON, ERNIE
Shareholder 416
SEVU Proposed Sale (Form 144).
Estimated proceeds of $3,744.
31-Dec-00 HORSCHEL, JOSEPH
Shareholder 500
SEVU Proposed Sale (Form 144).
Estimated proceeds of $4,500.
31-Dec-00 TUSCANO INVESTMENTS LTD
Shareholder 16,250
SEVU Proposed Sale (Form 144).
Estimated proceeds of $146,250.
31-Dec-00 MITCHEL, CALVIN L
Shareholder 8,333
SEVU Proposed Sale (Form 144).
Estimated proceeds of $74,997.
31-Dec-00 GLICKMAN, RONALD E
Shareholder 416
SEVU Proposed Sale (Form 144).
Estimated proceeds of $3,744.
31-Dec-00 KAIER, MICHAEL
Shareholder 4,166
SEVU Proposed Sale (Form 144).
Estimated proceeds of $37,494.
31-Dec-00 KAIER, MICHAEL
Shareholder 333
SEVU Proposed Sale (Form 144).
Estimated proceeds of $2,997.
31-Dec-00 KAIER, CATHY
Shareholder 416
SEVU Proposed Sale (Form 144).
Estimated proceeds of $3,744.
30-Nov-00 FOX, GREGORY
Shareholder 20,000
SEVU Proposed Sale (Form 144).
Estimated proceeds of $180,000.
30-Nov-00 FOX, JASON
Shareholder 45,835
SEVU Proposed Sale (Form 144).
Estimated proceeds of $360,950.
12-Nov-00 BON TEMPS ROULE INC
Shareholder 30,000
SEVU Proposed Sale (Form 144).
Estimated proceeds of $270,000.
12-Nov-00 BON TEMPS ROULE INC
Shareholder 50,000
SEVU Proposed Sale (Form 144).
Estimated proceeds of $450,000.
1-Nov-00 JOHN, J DORIA & JENNY DORIA
Shareholder 8,333
SEVU Proposed Sale (Form 144).
Estimated proceeds of $75,000.
1-Nov-00 PATTERSON, ERNIE
Shareholder 416
SEVU Proposed Sale (Form 144).
Estimated proceeds of $3,744.
1-Nov-00 HORSCHEL, JOSEPH
Shareholder 500
SEVU Proposed Sale (Form 144).
Estimated proceeds of $4,500.
1-Nov-00 TUSCANO INVESTMENTS LTD
Shareholder 16,250
SEVU Proposed Sale (Form 144).
Estimated proceeds of $146,250.
1-Nov-00 MITCHEL, CALVIN L
Shareholder 8,333
SEVU Proposed Sale (Form 144).
Estimated proceeds of $74,997.
1-Nov-00 GLICKMAN, RONALD E
Shareholder 416
SEVU Proposed Sale (Form 144).
Estimated proceeds of $3,744.
1-Nov-00 KAIER, MICHAEL
Shareholder 333
SEVU Proposed Sale (Form 144).
Estimated proceeds of $2,997.
1-Nov-00 KAIER, MICHAEL
Shareholder 4,166
SEVU Proposed Sale (Form 144).
Estimated proceeds of $37,494.
1-Nov-00 KAIER, CATHY
Shareholder 416
SEVU Proposed Sale (Form 144).
Estimated proceeds of $3,744.
19-Oct-00 VIDEOCOM INC
Shareholder 100,000
SEVU Proposed Sale (Form 144).
Estimated proceeds of $893,800.
1-Oct-00 DORIA, JENNY ELIZABETH
Shareholder 8,333
SEVU Proposed Sale (Form 144).
Estimated proceeds of $80,000.
1-Oct-00 PATTERSON, ERNIE
Shareholder 416
SEVU Proposed Sale (Form 144).
Estimated proceeds of $4,056.
1-Oct-00 HORSCHEL, JOSEPH
Shareholder 500
SEVU Proposed Sale (Form 144).
Estimated proceeds of $4,875.
1-Oct-00 TUSCANO INVESTMENTS LTD
Shareholder 16,250
SEVU Proposed Sale (Form 144).
Estimated proceeds of $158,438.
1-Oct-00 MITCHEL, CALVIN L
Shareholder 8,333
SEVU Proposed Sale (Form 144).
Estimated proceeds of $83,330.
1-Oct-00 GLICKMAN, RONALD E
Shareholder 416
SEVU Proposed Sale (Form 144).
Estimated proceeds of $4,056.
1-Oct-00 KAIER, MICHAEL
Shareholder 333
SEVU Proposed Sale (Form 144).
Estimated proceeds of $3,247.
1-Oct-00 KAIER, MICHAEL
Shareholder 4,166
SEVU Proposed Sale (Form 144).
Estimated proceeds of $40,619.
1-Oct-00 KAIER, CATHY
Shareholder 416
SEVU Proposed Sale (Form 144).
Estimated proceeds of $4,056.
22-Sep-00 PATTERSON, ERNIE
Shareholder 416
SEVU Proposed Sale (Form 144).
Estimated proceeds of $3,744.
22-Sep-00 JVO CONSULTING INC
Shareholder 16,000
SEVU Proposed Sale (Form 144).
Estimated proceeds of $144,000.
1-Sep-00 HORSCHEL, JOSEPH
Shareholder 500
SEVU Proposed Sale (Form 144).
Estimated proceeds of $4,875.
1-Sep-00 TUSCANO INVESTMENTS LTD
Shareholder 16,250
SEVU Proposed Sale (Form 144).
Estimated proceeds of $158,438.
1-Sep-00 MITCHEL, CALVIN L
Shareholder 8,333
SEVU Proposed Sale (Form 144).
Estimated proceeds of $81,247.
1-Sep-00 GLICKMAN, RONALD E
Shareholder 416
SEVU Proposed Sale (Form 144).
Estimated proceeds of $4,056.
1-Sep-00 KAIER, MICHAEL
Shareholder 333
SEVU Proposed Sale (Form 144).
Estimated proceeds of $3,247.
1-Sep-00 KAIER, MICHAEL
Shareholder 4,166
SEVU Proposed Sale (Form 144).
Estimated proceeds of $40,619.
1-Sep-00 KAIER, CATHY
Shareholder 416
SEVU Proposed Sale (Form 144).
Estimated proceeds of $4,056.
26-Aug-00 BON TEMPS ROULE INC
Shareholder 50,000
SEVU Proposed Sale (Form 144).
Estimated proceeds of $600,000.
19-Aug-00 DORIA, JENNY ELIZABETH
Shareholder 8,333
SEVU Proposed Sale (Form 144).
Estimated proceeds of $83,333.
15-Aug-00 PATTERSON, ERNIE
Shareholder 416
SEVU Proposed Sale (Form 144).
Estimated proceeds of $5,200.
1-Aug-00 DORIA, JENNY ELIZABETH
Shareholder 8,333
SEVU Proposed Sale (Form 144).
Estimated proceeds of $100,000.
1-Aug-00 HORSCHEL, JOSEPH
Shareholder 500
SEVU Proposed Sale (Form 144).
Estimated proceeds of $6,000.
1-Aug-00 TUSCANO INVESTMENTS LTD
Shareholder 16,250
SEVU Proposed Sale (Form 144).
Estimated proceeds of $186,875.
1-Aug-00 GLICKMAN, RONALD E
Shareholder 416
SEVU Proposed Sale (Form 144).
Estimated proceeds of $5,408.
1-Aug-00 KAIER, MICHAEL
Shareholder 333
SEVU Proposed Sale (Form 144).
Estimated proceeds of $4,000.
1-Aug-00 KAIER, CATHY
Shareholder 416
SEVU Proposed Sale (Form 144).
Estimated proceeds of $5,000.
30-Jul-00 FOX, GREGORY
Shareholder 20,000
SEVU Proposed Sale (Form 144).
Estimated proceeds of $240,000.
28-Jul-00 MITCHEL, CALVIN L
Shareholder 8,333
SEVU Proposed Sale (Form 144).
Estimated proceeds of $108,327.
21-Jul-00 PATTERSON, ERNIE
Shareholder 416
SEVU Proposed Sale (Form 144).
Estimated proceeds of $5,122.
7-Jul-00 MITCHEL, CALVIN L
Shareholder 8,333
SEVU Proposed Sale (Form 144).
Estimated proceeds of $129,000.
3-Jul-00 BON TEMPS ROULE INC
Shareholder 38,333
SEVU Proposed Sale (Form 144).
Estimated proceeds of $459,996.
3-Jul-00 FOX, JASON
Shareholder 18,333
SEVU Proposed Sale (Form 144).
Estimated proceeds of $219,996.
1-Jul-00 DORIA, JENNY ELIZABETH
Shareholder 8,333
SEVU Proposed Sale (Form 144).
Estimated proceeds of $100,000.
1-Jul-00 HORSCHEL, JOSEPH
Shareholder 500
SEVU Proposed Sale (Form 144).
Estimated proceeds of $6,000.
1-Jul-00 TUSCANO INVESTMENTS LTD
Shareholder 16,250
SEVU Proposed Sale (Form 144).
Estimated proceeds of $227,500.
1-Jul-00 GLICKMAN, RONALD E
Shareholder 416
SEVU Proposed Sale (Form 144).
Estimated proceeds of $5,980.
1-Jul-00 KAIER, MICHAEL
Shareholder 4,166
SEVU Proposed Sale (Form 144).
Estimated proceeds of $45,000.
1-Jul-00 KAIER, CATHY
Shareholder 416
SEVU Proposed Sale (Form 144).
Estimated proceeds of $5,000.
28-Jun-00 MCCAUGHY, HOLLY A
Shareholder 1,000
SEVU Proposed Sale (Form 144).
Estimated proceeds of $14,438.
15-Jun-00 GLICKMAN, RONALD E
Shareholder 416
SEVU Proposed Sale (Form 144).
Estimated proceeds of $3,640.
12-Jun-00 TUSCANO INVESTMENTS LTD
Shareholder 16,250
SEVU Proposed Sale (Form 144).
Estimated proceeds of $134,063.
1-Jun-00 DORIA, JENNY ELIZABETH
Shareholder 8,133
SEVU Proposed Sale (Form 144).
Estimated proceeds of $80,000.
1-Jun-00 KAIER, MICHAEL
Shareholder 4,166
SEVU Proposed Sale (Form 144).
Estimated proceeds of $40,000.
25-May-00 GLICKMAN, RONALD E
Shareholder 5,000
SEVU Proposed Sale (Form 144).
Estimated proceeds of $55,000.
28-Apr-00 TUSCANO INVESTMENTS LTD
Shareholder 195,000
SEVU Proposed Sale (Form 144).
Estimated proceeds of $2,925,000.
15-Apr-00 TUSCANO INVESTMENTS LTD
Shareholder 50,000
SEVU Proposed Sale (Form 144).
Estimated proceeds of $750,000.
1-Apr-00 HORSCHEL, JOSEPH
Shareholder 6,000
SEVU Proposed Sale (Form 144).
Estimated proceeds of $60,000.
1-Apr-00 KAIER, MICHAEL
Shareholder 4,000
SEVU Proposed Sale (Form 144).
Estimated proceeds of $40,000.
1-Apr-00 KAIER, MICHAEL
Shareholder 50,000
SEVU Proposed Sale (Form 144).
Estimated proceeds of $500,000.
1-Apr-00 KAIER, CATHY
Shareholder 5,000
SEVU Proposed Sale (Form 144).
Estimated proceeds of $50,000.
22-Mar-00 DORIA, JENNY ELIZABETH
Shareholder 100,000
SEVU Proposed Sale (Form 144).
Estimated proceeds of $1,000,000.
22-Mar-00 PATTERSON, ERNIE
Shareholder 5,000
SEVU Proposed Sale (Form 144).
Estimated proceeds of $50,000.
Utah State Bar Membership Tracking System
--------------------------------------------------------------------------------
Daniel W Jackson
Daniel W. Jackson, Attorney at Law
2157 Lincoln Street
Salt Lake City, UT, 84106-
Voice Telephone: (801)596-8338
FAX: (801)364-5645
Email:
Membership Information
Bar ID 01633
Status Active
Date Admitted 9/26/79
Ethics CLE
Utah State Bar Membership Tracking System
--------------------------------------------------------------------------------
R. Michael Otto
Otto & Rees, P.C.
2749 East Parley's Way, Suite 300
Salt Lake City, UT, 84109
Voice Telephone: (801) 467-0099
FAX: (801) 467-5844
Email: ottorees@hotmail.com
Membership Information
Bar ID 07272
Status Active
Date Admitted 10/17/95
Ethics CLE
Utah State Bar Membership Tracking System
--------------------------------------------------------------------------------
Cindy Shy
Cindy Shy, PC
2157 S Lincoln Street, Suite 202
Salt Lake City, UT, 84106-
Voice Telephone: (801) 323-2392
FAX: (801) 364-5645
Email: cshypc@hotmail.com
Membership Information
Bar ID 07624
Status Active
Date Admitted 10/15/96
Ethics CLE
PHI MUtual Ventures
April 01, 2002
WORLDWIDE WIRELESS NETWORKS INC (WWWN.OB)
Annual Report (SEC form 10KSB)
ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements, including all notes attached to these statements, which appear at the end of this filing. In addition to historical information, the discussion here and elsewhere in this filing contains some forward-looking statements. These statements by their nature involve risks and uncertainties, and should not be construed to imply any promise, certainty or likelihood that these results or trends will necessarily continue in the future. Our actual results in the future may differ significantly from those anticipated by these forward-looking statements, due to many factors including those set out in the "Risk Factors," "Business" and other sections of this filing.
PLAN OF OPERATION.
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During fiscal year 2002, we plan to continue our efforts on establishing profitability within Orange County, California. We have modified our previous business plan of that called for a concentration on expansion, and we will instead be emphasizing our efforts in further developing our operations in Orange County, California.
We currently do not generate sufficient cash flows to support our current operations. The revenue generated from our operations can only fund approximately 60% of our current operational related expenses and current debt obligations. In order for us to meet our cash requirements over the next twelve months, cost reduction measures must continue to be implemented, sales must increase, and additional funding must be obtained either from our $20,000,000 equity line and/or other private investments.
We are not currently engaged in any product research and development.
We currently have approximately $10,000 of excess Adaptive Broadband equipment that we are in the process of disposing at a discount. During fiscal year 2001, we disposed of approximately $180,000 of Adaptive Broadband equipment at discounts of up to 50%.
We also do not anticipate a significant change in the number of our employees.
OVERVIEW.
We are a networking solutions company that provides high speed Internet access using our own wireless network, frame relay circuits, data center services and network consulting. Since April 1999 we have had large-scale commercial operations and have developed a commercial customer base, a direct sales force and have expanded our wireless network. Our primary market is currently Orange County, California, where we operate our wireless network. Since inception we have operated at a net loss, due primarily to our investment in expanding our network coverage. Management believes that efforts to continue expansion will result in additional losses from which recovery will be difficult. Therefore, we have temporarily discontinued our expansion efforts beyond our existing Orange County operations. We plan to resume expansion efforts after we have established profitability in Orange County. There can be no assurance that we will be able to access either debt or equity capitalization in sufficient
amounts or on acceptable terms to continue to fund operations and continue growth of our customer base. We have a $20,000,000 equity line with Whitsend Investments Limited, of which approximately $326,000 was utilized in fiscal 2001, that may be utilized on an as-needed basis with certain limitations. If we were unable to access this capital, or any other capital for current operations, then we would be unable to continue our operations.
Revenues. We generate revenues primarily through the sale of annuity-like service contracts with customers, the sale and installation of wireless networks, and network consulting including sales of networking equipment. We recognize revenues when services are completed. We believe that growth in revenue will come from additional penetration in markets currently served by existing networks, expansion of complimentary product lines to existing and new customers, and geographic expansion using currently deployed technologies. We have spent, and intend to continue to spend, significant resources on these activities.
Cost of Sales. Cost of sales consists of third-party network usage and other - outsourced service costs, cost of equipment sold, and the cost of roof rights. Third-party network costs are expensed in the period when services are rendered and are generally proportional to the number of customers. We do not currently anticipate that inflation will have a material impact on our results of operations.
Sales and Marketing. Sales and marketing expenses include salaries, sales - commissions, employee benefits, travel and related expenses for our direct sales force, fees paid to third-party sales agents, marketing and sales support functions. In an effort to increase our revenues, user base and brand awareness, we expect to increase significantly the amount of spending on sales and marketing over the next year. Marketing costs associated with increasing our user base, which to date have been minimal, are expensed in the period incurred.
General and Administrative. General and administrative expenses include salaries, employee benefits and expenses for our executive and finance personal, depreciation of network equipment, technical staff costs, legal, and human resources personnel. Investment in network equipment is related primarily to geographic network expansion and incremental customer installations, which result in increased depreciation expense in future periods. In addition, general and administrative expenses include fees for professional services and occupancy costs. We expect general and administrative expenses to increase in absolute dollars as we continue to expand our administrative infrastructure to support the anticipated growth of our business, including costs associated with being a public company.
REVERSE MERGER TREATMENT.
Effective April 1, 1999, Pacific Link Internet, Inc. (Pacific) (a private company) was acquired by Worldwide Wireless Networks, Inc. (Worldwide) (a public company). Worldwide issued 7,000,000 shares to the shareholders of Pacific in exchange for all shares of Pacific, thus making it a wholly owned subsidiary of Worldwide. The agreement provides for the acquisition to be treated as a reverse acquisition, thus making Pacific the accounting survivor. Because the historical financial information in these financial statements prior to the reverse acquisition (April 1,1999) is that of the accounting acquirer (Pacific), a forward stock split of 14 for 1 has been retroactively applied to show the
effects of the 7,000,000 share issuance as though it happened ratably since inception of Pacific. The management of Worldwide resigned and the management and board of Pacific filled the vacancy.
In January 1999, $1,000,000 was advanced to Worldwide Wireless from investors as an investment. Of the 4,199,988 shares issued, 200,000 post merger shares were issued to the investors in relation to the $1,000,000 investment.
BRIDGE TECHNOLOGY
-
We entered into an agreement with Bridge Technology, Inc. on June 28, 2000. Under this Agreement, we issued 300,000 shares of restricted common stock for 150,000 restricted shares of Bridge Technology common stock. The shares were issued as restricted in accordance with the Securities and Exchange Commission Regulation 144. During the second quarter ended June 30, 2001, we were notified by Bridge Technology that they unilaterally cancelled the 150,000 share stock certificate issued to us without our consent. We view this as an illegal and fraudulent action. At this time we are contemplating our options ranging from further negotiations to possible litigation.
We have taken an other-than-temporary loss of $1,050,000 on our original investment in Bridge Technology of $1,200,000 , of which $550,000 are recorded on our year-end December 31, 2001 financial statements. The original other-than-temporary loss of $500,000 was recorded on our year-end December 31, 2000 financial statements. Our investment in Bridge Technology suffered losses because of weak market conditions. The original price per share of $8.00 in July 2000 suffered from a continuous decline down to $1.14 by the end of December 2001. Based upon market forecasts and the slim probability of a reverse trend, our management recognized a permanent write down from $4.67 to $1.00 per share to arrive at an investment carrying value of $150,000 or $1.00 per share.
RECENT DEVELOPMENTS.
-
On October 27, 1999, we entered into a contract to purchase wireless telecommunications equipment from Adaptive Broadband Corporation. Pursuant to the agreement we committed to purchase 2,624 units, 5,120 units and 7,760 units during the first, second and third years of the agreement, respectively. Units consist of subscriber units or access points. Subscriber units refer to individual customers and access points refer to POPs. The agreement may be terminated by written notice from either party for occurrence of several specific events, notably, if either party is not satisfied with the performance of the other party. On February 15,2001 an agreement was reached with Adaptive Broadband Corporation to terminate the purchase contract and return certain equipment previously acquired which was accomplished in the first quarter of 2001. This resulted in a reduction in both inventory and accounts payable of approximately $1,485,240 in the first quarter of 2001. The termination of this agreement is not expected to have any material impact on our continuing operations, and we incurred a restocking fee of $15,000.
On June 28, 2000, Worldwide Wireless issued 300,000 shares of its common stock valued at $1,200,000 to Bridge Technology, Inc. in exchange for 150,000 shares of Bridge Technology, Inc. stock valued at $1,200,000 based on the quoted stock
prices on the market at the time of exchange. As of December 31, 2001, Worldwide Wireless recorded at total of $1,050,000 of losses on this investment, an investment available for sale. The aggregate fair market value of Bridge Technology, Inc was $150,000. A loss of $550,000 in 2001 and $550,000 in 2000 has been recognized due to management's determination that this decline in value is permanent.
On January 5, 2000 we issued 250,000 restricted common shares to Pacific First National Corp., Inc. in consideration of Five Hundred Thousand Dollars ($500,000.00). The transaction was exempt pursuant to Sections 3 and 4 of the Securities Act of 1933 and applicable state exemptions.
Pursuant to an Acquisition Agreement and Plan of Merger (the "Merger Agreement") dated as of February 10, 2000 between Worldwide Wireless and Tarrab Capital Group ("TCG"), a Nevada corporation, all the outstanding shares of common stock of TCG were exchanged for 5,000 shares of our 144 restricted common stock in a transaction in which we were the successor corporation and TCG will cease to exist. A copy of the Merger Agreement and Certificate of Merger were filed as exhibits to the Form 8-K filed in February, 2000.
On February 10, 2000, we issued 200,000 restricted common shares to Mutual Ventures Corporation in consideration of $400,000 in legal fees paid to Sperry, Young & Stoecklein for services rendered in connection with the Tarrab Capital Group Merger. Mutual Ventures Corporation paid for these legal services on our behalf. The issuance of these shares was exempt from registration under the Securities Act of 1933 by reason of Section 4(2) as a private transaction not involving a public distribution.
On March 13, 2000 we issued 8,000 restricted common shares to Universal Business Insurance, Inc. in consideration of an officer and director liability insurance policy valued at $33,000.00. The transaction was exempt from registration pursuant to 4(2) of the Securities Act of 1933 as a private offering not involving any public distribution.
On April 17, 2000, Worldwide Wireless awarded 915 shares to Robert P. Kelly, Jr. and Mimi Grant, joint owners of Southern California Technology Executive Network in compensation for its membership in that organization. The transaction was exempt from registration pursuant to 4(2) of the Securities Act of 1933 as a private offering not involving any public distribution.
On May 15, 2000 we issued 100,000 restricted common shares to The Oxford Group, Inc. in consideration of $250,000 in cash. The transaction was exempt from registration pursuant to 4(2) of the Securities Act of 1933 as a private offering not involving any public distribution.
On May 25, 2000, we issued 144,887 shares of common stock for cash of $500,000 at $3.45 per share, from a private investor on June 30, 2000. We subsequently recalled the shares and the $500,000 was rolled into an agreement to sell $1,000,000 of convertible debentures and warrants to AMRO International, S.A. and Trinity Capital Advisors, Inc. A condition of the purchase is that we must register the shares of common stock underlying these debentures and warrants with the SEC. These investors are selling stockholders in this filing. (See Item 6: Subsequent Events below) The transaction was exempt from registration
pursuant to 4(2) of the Securities Act of 1933 as a private offering not involving any public distribution.
On June 1, 2000, we issued 20,157 shares of common stock to Schumann & Associates in consideration of legal and management services rendered between October 1999 and May 31, 2000, which were valued at $46,865. The transaction was exempt from registration pursuant to 4(2) of the Securities Act of 1933 as a private offering not involving any public distribution.
On June 1, 2000, Worldwide Wireless Networks, Inc. issued 25,000 shares of common stock for services valued at $58,125. The transaction was exempt from registration pursuant to 4(2) of the Securities Act of 1933 as a private offering not involving any public distribution.
On June 14, 2000, Worldwide Wireless Networks, Inc. issued 5,000 shares of common stock for services valued at $17,250. The transaction was exempt from registration pursuant to 4(2) of the Securities Act of 1933 as a private offering not involving any public distribution.
Whitsend Investments Limited, a British Virgin Islands corporation, entered into a Private Equity Line of Credit Agreement with us, dated as of June 19, 2000, for the future issuance and purchase of shares of our common stock. The purpose of this agreement is to provide Worldwide Wireless with the ability to access and draw down funds when we need them for working capital, up to the maximum amount of $20 million, under the conditions specified in the agreement. Under that agreement, Whitsend Investments Limited has committed to purchase up to the $20 million worth of shares of our common stock over a three-year period. Once every 15 trading days we may request a draw of up to $500,000 of that amount.
On June 30, 2000 Worldwide Wireless Networks, Inc. went into default on a secured promissory note. The secured promissory note was entered on May 1, 2000 with PHI Mutual Ventures, LC. PHI Mutual Ventures, LC loaned us $100,000 under a secured promissory note bearing interest at 12% per annum. The promissory note became due on June 30, 2000, and began to accrue a late interest rate of 18% per annum. As of the date of this filing, we are in default on the principal and interest in the amount of $126,608, which indebtedness exceeds 5% of our total assets. We are currently negotiating with PHI Mutual Ventures, LC to obtain an extension on the promissory note, however there can be no assurance that these negotiations will be successful.
On July 10, 2000, Worldwide Wireless Networks, Inc. issued 5,000 shares of common stock for services valued at $15,000. The transaction was exempt from registration pursuant to 4(2) of the Securities Act of 1933 as a private offering not involving any public distribution.
On July 12, 2000, we agreed to issue warrants to Columbia Financial Group, Inc. in consideration for services rendered on our behalf. The warrants are exercisable for an aggregate of 600,000 common shares. The services which Columbia Financial Group, Inc. performed for us involved the preparation and dissemination to our shareholders, the media and others, information concerning Worldwide Wireless and our activities. Based upon our negotiation of, and entry into some agreements with, other companies providing or offering to provide these services to us for only cash, as well as our understanding of which Columbia Financial Group, Inc. charges to other clients in cash for the same type of services, we value the service provided to us by Columbia Financial
Group, Inc. at approximately $10,000 per year of service. The issuance of these shares was exempt from registration under the Securities Act of 1933 by reason of Section 4(2) as a private transaction not involving a public distribution.
On July 19, 2000, Worldwide Wireless Networks, Inc. issued 125,000 shares of common stock for cash of $250,000 at $2.00 per share. The transaction was exempt from registration pursuant to 4(2) of the Securities Act of 1933 as a private offering not involving any public distribution.
On January 25,2001, Worldwide Wireless Networks, Inc. went into default on a secured promissory note. The secured promissory note was entered on October 24, 2000 with Mutual Ventures Corporation. The principal value of the secured promissory note is $200,000 bearing interest at 12% per annum. The promissory note became due on January 24, 2001, and began to accrue a late interest rate of 18% per annum. As of the date of this filing, we are in default on the principal and interest in the amount of $234,800, which indebtedness exceeds 5% of our total assets. We are currently negotiating with Mutual Ventures Corporation to obtain an extension on the promissory note, however there can be no assurance that these negotiations will be successful.
On January 31, 2001 , Worldwide Wireless Networks, Inc. issued 262,500 shares of common stock for services valued at $65,625. The transaction was exempt from registration pursuant to 4(2) of the Securities Act of 1933 as a private offering not involving any public distribution.
On February 12, 2001, the SEC declared effective our Form SB-2/A Registration Statement registering 11,970,060 shares if its common stock. All proceeds from the sale of common stock under this filing will go to the selling stockholders. We will not receive any proceeds from the sale of common stock. Of the 11,970,060 shares offered in the February 12, 2001 filing, 1,225,000 shares are issuable upon the exercise of warrants and 930,525 are issuable upon the conversion of convertible debentures. (See: Item 5: Market for Common Equity and Related Stockholder Matters - Use of Proceeds from SB-2/A, declared effective February 12, 2001.)
On February 16, 2001, Worldwide Wireless issued 277,391 shares of common stock in exchange for conversion of $51,000 notes payable due AMRO International, S.A. and Trinity Capital Advisors, Inc. plus accrued interest of $2,259 for a total consideration of $53,258.
On February 23, 2001, Worldwide Wireless issued 118,686 shares of common stock in exchange for conversion of $20,000 notes payable due Trinity Capital Advisors, Inc. plus accrued interest of $34 for a total consideration of $20,035.
On February 28, 2001, Worldwide Wireless issued 479,217 shares of common stock in exchange for conversion of $50,000 notes payable due Trinity Capital Advisors, Inc. plus accrued interest of $1,755 for a total consideration of $51,755.
On March 8, 2001, Worldwide Wireless issued 543,423 shares of common stock in exchange for conversion of $40,000 notes payable due AMRO International, S.A. plus accrued interest of $1,952 or a total consideration of $41,952.
On March 16, 2001 World Wide Wireless Networks, Inc. went into default on a secured promissory note. PHI Mutual Ventures, LC loaned us $1,000,000 under a secured promissory note bearing interest at 11% per annum on March 15, 2000. The promissory note became due on March 15, 2001, and began to accrue a late interest rate of 18% per annum. As of the date of this filing, we are in default on the principal and interest in the amount of $1,262,524, which indebtedness exceeds 5% of our total assets. We are currently negotiating with PHI Mutual Ventures, LC to obtain an extension on the promissory note, however there can be no assurance that these negotiations will be successful.
On March 16, 2001, we submitted a new filing with the SEC that we subsequently amended on March 30, 2001. We are registering 17,562,500 shares of common stock. (See: Item 5 - Market for Common Equity and Related Stockholder Matters).
On March 29, 2001, Worldwide Wireless issued 200,000 shares of common stock for services valued at $28,000.
On March 31, 2001, Worldwide Wireless issued 553,582 restricted common shares to Universal Business Insurance, Inc. in consideration of an officer and director liability insurance policy valued at $77,502. The transaction was exempt from registration pursuant to 4(2) of the Securities Act of 1933 as a private offering not involving any public distribution.
On April 1, 2001, Worldwide Wireless issued 1,420,454 shares if common stock for cash of $118,509 to Whitsend Investments Limited under our Private Equity Line of Credit.
On April 3, 2001, Worldwide Wireless issued 631,313 shares if common stock for cash of $46,500 to Whitsend Investments Limited under our Private Equity Line of Credit.
On April 17, 2001, Worldwide Wireless issued warrants to purchase 250,000 shares of common stock to Pacific Industrial Partners as part of the settlement agreement discussed at ITEM 3 - Legal Proceedings.
On May 31, 2001, Worldwide Wireless issued 1,893,940 shares if common stock for cash of $47,985 to Whitsend Investments Limited under our Private Equity Line of Credit.
On June 14, 2001, the SEC declared effective our filing (Number 333-57108) in which we registered 19,804,274 shares of common stock. All proceeds from the sales of common stock under the SB-2/A will go to the selling stockholders. We may, however, receive proceeds from the exercise of warrants described in the SB-2/A, should the holders of the warrants choose to exercise them (which is solely in the holder's discretion). Of the 19,804,274 shares offered in the SB-2/A, 16,000,000 may be issuable upon the conversion of the convertible debentures, 1,000,000 shares are issuable upon the exercise of warrants. (See: Item 5: Market for Common Equity and Related Stockholder Matters - Use of Proceeds from SB-2/A, declared effective June 14, 2001.)
On June 21, 2001, Worldwide Wireless issued 800,477 shares of common stock in exchange for conversion of $18,500 notes payable due Trinity Capital Advisors, Inc. plus accrued interest of $1,352 for a total consideration of $19,851.
On June 28, 2001,Worldwide Wireless issued 1,119,970 shares of common stock in exchange for conversion of $18,000 notes payable due AMRO International, S.A. plus accrued interest of $1,264 for a total consideration of $19,264
On July 9, 2001, Worldwide Wireless issued 1,515,152 shares if common stock for cash of $19,185 to Whitsend Investments Limited under our Private Equity Line of Credit.
On July 9, 2001, Worldwide Wireless issued 1,029,552 shares of common stock in exchange for conversion of $13,000 notes payable due Trinity Capital Advisors, Inc plus accrued interest of $1,002 for a total consideration of $14,002
On July 17, 2001, Worldwide Wireless issued warrants to purchase 250,000 shares of common stock to Pacific Industrial Partners as part of the settlement agreement discussed at ITEM 3 - Legal Proceedings
On July 18, 2001, Worldwide Wireless issued 1,957,008 shares of common stock in exchange for conversion of $22,500 notes payable due Trinity Capital Advisors, Inc. plus accrued interest of $1,767 for a total consideration of $24,267
On July 19, 2001, Worldwide Wireless issued 3,466,666 shares of common stock in exchange for conversion of $40,000 notes payable due AMRO International, S.A. plus accrued interest of $2,987 for a total consideration of $42,987
On July 19, 2001, Worldwide Wireless issued 935,017 shares of common stock in exchange for conversion of $11,400 notes payable due Trinity Capital Advisors, Inc. plus accrued interest of $840 for a total consideration of $12,240
On July 20, 2001, Worldwide Wireless issued 3,467,293 shares of common stock in exchange for conversion of $40,000 notes payable due AMRO International, S.A. plus accrued interest of $2,994 for a total consideration of $42,994
On July 26, 2001, Worldwide Wireless issued 1,242,937 shares of common stock in exchange for conversion of $14,300 notes payable due Trinity Capital Advisors, Incplus accrued interest of $1,112 for a total consideration of $15,412
On August 1, 2001, Worldwide Wireless issued 2,272,728 shares if common stock for cash of $46,500 to Whitsend Investments Limited under our Private Equity Line of Credit.
On August 6, 2001, Worldwide Wireless issued 55,358 restricted common shares to Universal Business Insurance, Inc. in additional consideration of an officer and director liability insurance policy valued issued in March 2001 The additional consideration was valued at $783. The transaction was exempt from registration pursuant to 4(2) of the Securities Act of 1933 as a private offering not involving any public distribution.
On August 6, 2001, Worldwide Wireless issued 2,309,940 shares of common stock in exchange for conversion of $30,000 notes payable due AMRO International, S.A. plus accrued interest of $2,339 for a total consideration of $32,339
On August 9, 2001, Worldwide Wireless issued 2,202,746 shares of common stock in exchange for conversion of $27,770 notes payable due AMRO International, S.A. plus accrued interest of $2,187 for a total consideration of $29,957
On September 17, 2001, Worldwide Wireless issued 1,242,898 shares if common stock for cash of $32,601 to Whitsend Investments Limited under our Private Equity Line of Credit
On October 17, 2001, Worldwide Wireless issued warrants to purchase 250,000 shares of common stock to Pacific Industrial Partners as part of the settlement agreement discussed at ITEM 3 - Legal Proceedings
On October 18, 2001, Worldwide Wireless issued 713,050 shares if common stock for cash of $14,443 to Whitsend Investments Limited under our Private Equity Line of Credit
LIQUIDITY AND CAPITAL RESOURCES.
Since Pacific Link's inception, it has financed its operations primarily through the private placement of equity securities, loans, leasing arrangements, cash-flow from operations and the merger completed with Worldwide Wireless in April 1999. As of December 31, 2001 cash reserves totaled $52,383 with total current assets of $239,341.
We have posted operating losses since inception. Our long-term debt was $603,530 as December 31, 2001. Our current liabilities for that same date were $4,788,852 of which $2,201,456 accounts for the current portion of, our long term liabilities discussed above, and $1,284,857 is attributable to current accounts payable. We anticipate a reduction of approximately $14,960 in March 2002, due to the expiration of certain capital lease obligations. We have paid interest rates ranging from 15.5% to 32.5%, or an average of 21.7%, on such obligations as a new company without a credit history.
As of December 31, 2001, our principal commitments consisted of office, roof-rights payments, and equipment leases. Future minimum principal payments on notes payable were approximately, $2,186,497 in 2002, and $603,530 in 2003. Future minimum capital lease payments were $15,954 through 2002. Future minimum operating lease payments at December 31, 2000 were $874,814. with payments due through the end of fiscal years 2002 and 2003 of $366,210 and $319,801, respectively.
The consolidated cash flows show net cash used for our operating activities for the fiscal year ended December 31, 2001 was $474,260. Net cash used for operating activities consisted primarily of net operating losses and network asset purchases. Net cash provided by our financing activities was $600,991 during the same period. Net cash provided by financing activities was principally attributable to the sale of debt and equity securities.
We expect to continue to incur significant capital expenditures in the future in our current market of Orange County, including additions and enhancements to our server and network infrastructure, software licenses and furniture, fixtures and equipment. The actual amount of capital expenditures will depend on the rate of growth in our user base and available resources, which is difficult to predict
and which could change dramatically over time. Technological advances may also require us to make capital expenditures to develop or acquire new equipment or technology. We anticipate that funding for these activities will come from our equity line of credit, as well as the development of strategic alliances.
Worldwide Wireless' current business plan concentrates on the continued development of our Orange County, California network and expansion of our customer base to achieve a positive operational cash flow, which is a continuation of our business goals as of December 31, 2001. We have curtailed our expansion in Los Angeles County as described above.
Whitsend Investments Limited, a British Virgin Islands corporation, entered into a Private Equity Line of Credit Agreement with us, dated as of June 19, 2000, for the future issuance and purchase of shares of our common stock. The purpose of this agreement is to provide Worldwide Wireless with the ability to access and draw down funds when we need them for working capital, up to the maximum amount of $20 million, under the conditions specified in the agreement. Under that agreement, Whitsend Investments Limited has committed to purchase up to the $20 million worth of shares of our common stock over a three-year period. Once every 15 trading days we may request a draw of up to $500,000 of that amount. If we elect to receive any of these funds, we will fix a specific date on which to calculate the appropriate price to charge Whitsend Investments Limited for our shares. This price will be calculated using a formula based on the average trading price of our common stock for the five-day period starting two days before the calculation date and ending two days after it. Each draw must be for at least $75,000. Once the relevant average trading price for that period is calculated, Whitsend Investments Limited receives a discount on the purchase of our shares equal to twelve percent of this amount During fiscal 2001, we utilized this line for a total capital investment of $326,339 by issuing 9,689,535 shares of capital stock.
We have investigated the availability, source and terms for external debt financing and are exploring options which may be available to us. However, we cannot assure that we will be able to obtain such financing on terms agreeable to us. Also, the acquisition of funding through the issuance of debt could result in a substantial portion of our cash flows from operations being dedicated to the repayment of principal and interest on the indebtedness, and could render us more vulnerable to competitive and economic downturns.
Any future securities offerings will be effected in compliance with applicable exemptions under federal and state laws. The purchasers and manner of issuance will be determined according to our financial needs and the available exemptions. After determination of the availability of debt financing we may elect to offer securities and, accordingly, will determine the type of offering or the type or number of securities which we will offer at that time. However, we can not assure that a future securities offering will be successful. We have no plans to make a public offering of our common stock at this time. We also note that if we issue more shares of our common stock our shareholders may experience dilution in the value per share of their common stock.
During fiscal year 2002, we plan to focus our efforts on establishing profitability within Orange County, California. We have modified our business goal of concentrating on expansion, and will only enhance our Orange County network at this time.
RESULTS OF OPERATIONS.
-
The following table sets forth selected consolidated statements of operating data as a percentage of total revenues:
Year Ended
Dec 31 Dec 31 Dec 31 Dec 31, Dec 31,
1997 1998 1999 2000 2001
--------- --------- ----------- ----------- -----------
Revenues. . . . . . . . . . $271,841 $841,841 $1,980,203 $3,351,878 $1,965,924
AS A PERCENTAGE OF REVENUES
Cost of sales . . . . . . . $189,382 $430,600 $ 972,802 $2,292,996 $1,054,623
69.7% 51.1% 49.1% 68.4% 53.6%
Gross profit. . . . . . . . $ 82,459 $411,241 $1,007,401 $1.058,882 $ 911,200
30.3% 48.9% 50.9% 31.6% 46.4%
Operating expenses: Selling . . . . . . . . . $ 68,827 $158,592 $ 616,022 $ 836,088 $ 304,657
25.3% 18.8% 31.1% 24.9% 15.5%
General and administrative $154,596 $549,987 $2,417,450 $3,990,987 $3,270,704
56.9% 65.3% 122.1% 119.1% 166.4%
Total operating expenses . $223,423 $708,579 $3,033,472 $4,827,075 $3,575,361
82.2% 84.2% 153.2% 144.0% 181.9%
Loss from operations . . . . $140,964 $297,338 $2,026,071 $3,768,193 $2,664,060
51.9% 35.3% 102.3% 112.4% 135.6%
Other income (expense), net $(12,529) $(32,045) $ (25,181) $ (887,179) $ (974,224)
4.6% 3.8% 1.3% 25.6% 49.5%
Net loss . . . . . . . . . . $153,493 $330,183 $2,051,252 $4,655,372 $3,638,284
56.5% 39.2% 103.6% 138.9% 201.9%
TWELVE MONTHS ENDED DECEMBER 31, 2001 AND 2000
Revenues for the period ended December 31, 2001 were $1,965,823, which represented an decrease of $1,386,055 from $3,351,878 for the period ended December 31, 2000. The decrease was primarily attributable to discontinuing our dial-up and DSL services as well as decreased equipment sales. In 2000 dial-up services were $98,502, DSL services were $170.968, and equipment sales $943,302 a decline of $718,515 for 2001. Wireless customers generated approximately $1,275,936 of our total revenues for such period. Frame circuits customers generated approximately $426,325 of our total revenues and equipment sales
generated $224,787 of our total revenues for the period. The balance of $38,775 resulted from other services, including co-location, and consulting services.
Cost of sales for the fiscal year ended December 31, 2001 was $1,054,623 which represents an decrease of $1,382,393 from $2,292,996 recorded for the period ended December 31, 2000. The decrease was primarily attributable to decreased third-party network service expense on a per customer basis and a decrease in cost of equipment purchased for resale.
Selling expenses for the fiscal year ended December 31, 2001 were $304,657, which represented a decrease of $531,431 from $836,088 for the period ended December 31, 2000. The decrease was primarily due to the company restructuring which commenced in late fiscal 2000 and was completed in 2001 which resulted in a reduction in sales personal and a change in compensation arrangements
General and administrative expenses for the 2001 fiscal year were $3,270,704, which represented a decrease of $720,283 from $3,990,987 for fiscal year 2000. The decrease was primarily due to the company reorganization, staff reductions, and a decrease in legal, professional and outside services as expenses related to being a public company stabilized. We expect slight increases in our general and administrative expenses due to increased advertising and staff additions as our cash flow permits.
Interest expense consists primarily of interest expense on notes payable and capital equipment leases. Interest expense for fiscal year 2001 was $399,301 which represented a increase of $212,806 from interest expense of $186,495 for fiscal year 2000. The increase was primarily attributable to the interest expense on the $2,097,725 of additional long-term debt incurred during the twelve months ended December 31, 2000 of which funds were used to continue expansion and increase the customer base in our existing market.
Cindy Shy, P.C.
A professional law corporation
525 South 300 East
Salt Lake City, Utah 84111
Telephone (801) 323-2392
EPAT -Earth Products & Technologies Inc
525 SOUTH 300 EAST
SALT LAKE CITY, UT 84111
Phone: (801) 323-2394
John W Peters CB/PR/CEO
PHI Mutual Ventures, LLC. BO
Mutual Ventures Corporation BO
Ariika Mason SEC/TR/DIR
TTPC -- Trade The Planet Corporation
525 South 300 East
Salt Lake City, UT 84111
Phone: 801-323-2395
GWIV - Global Investments Inc525 South 300 East Suite 201
Salt Lake City, UT 84111
Phone: 801-323-2395
11/17/1998/A//BRTW//Brick Tower Corporation/11/17/1998///(801) 323-2395
11/17/1998/A//HYAM//Hystar Aerospace Marketing Corp of Oregon/11/17/1998///(801) 323-2394
Cindy Shy, P.C.
A professional law corporation
--------------------------------------------------------------------------------
525 South 300 East * Salt Lake City, Utah 84111 * Telephone (801) 323-2392
February 18, 2000
James M. Daly
Assistant Director
United States Securities and Exchange Commission
Washington, D.C. 20549
RE: Winners Internet Network, Inc.
Form 10-SB filed December 23, 1999
File No. 0-28641
Dear Mr. Daly,
Winners Internet received its first comment letter from your office regarding the above identified registration statement on February 17, 2000. Winners Internet acknowledges that the 60 day comment period will pass before it will be able to address such comments. Accordingly, Winners Internet withdraws the registration statement pending resolution of the pending comments and requests your prompt consent to such withdrawal prior to the effective date of February 22, 2000.
It is the intention of Winners Internet to refile the registration statement addressing the pending comments and recent changes in the direction of Winners Internet.
This letter is countersigned by David Skinner, Jr., President of Winners Internet who is authorized to take this action.
Thank you for your cooperation in this matter.
Sincerely,
/s/ Cindy Shy
Cindy Shy
Attorney
WINNERS INTERNET NETWORKS, INC.
/s/ David Skinner, Jr.
By: ________________________________
David Skinner, Jr.
President
Wall Street Reporter
http://ftp.sec.gov/litigation/litreleases/lr15950.txt
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
LITIGATION RELEASE NO. 15950 /October 27, 1998
SECURITIES AND EXCHANGE COMMISSION v. STARWOOD MEDIA GROUP,
INC., and JACK MARKS a/k/a JACOB MESTECHKIN, 98 Civ. 7659
(RO) (S.D.N.Y.)
The Commission sued a New York public-relations firm
and its owner for disseminating information about stocks on
their website, Stock-Line.com, without fully and accurately
disclosing that the featured companies had paid for the
touts. Jack Marks, formerly named Jacob Mestechkin, heads
Starwood Media Group, a small firm in lower Manhattan.
Starwood also publishes a monthly print version of the
internet site, Wall Street Reporter, which is distributed
free of charge. The Commission's complaint alleges that
Starwood's publications do not accurately describes the
compensation arrangements with featured companies, as
follows. At least three of the featured companies have paid
consideration to Starwood Media, in cash, stock, or options,
exceeding $10,000 in value. The three companies are a
start-up motorcycle manufacturer, American Quantum Cycles,
Inc.; a golf-course developer, Golf Ventures, Inc.; and a
technology personnel firm, Infocall Communications Corp.
The stocks of all three companies trade on the Over-the-
Counter bulletin board.
Stock-Line's disclosure, buried in a mislabeled
linkage, understates the amount of compensation received for
the touts, and fails to disclose Starwood's receipt of
potentially valuable options. The disclosure in the Wall
Street Reporter is also misleading in stating the featured
companies either "have purchased or may purchase" investor
relations services, when all companies have paid to appear
in the journal. According to the Commission's complaint,
Marks was on notice of the disclosure requirements, and
persisted in his unlawful conduct even after consulting an
attorney on the legal basis for a competitor's disclosure of
specific amounts of stocks and options from featured
companies. The Commission is seeking permanent injunctive
relief and penalties based on the alleged violations of
Section 17(b) of the Securities Act.
Without admitting or denying the allegations in the
Complaint, defendants Marks and Starwood have consented to
the entry of an order permanently enjoining them from
violations of Section 17(b) and requiring them to pay a
civil penalty of $15,000.
*********************************************************
Winners Internet Network, Inc. 'Wall Street Reporter' Interview on the Internet Available on Stock-Line.com.
ST. AUGUSTINE, Fla./ Nov. 3, 1998 /Business Wire.
http://www.siliconinvestor.com/stocktalk/msg.gsp?msgid=13855609
Winners Internet Network, Inc. 'Wall Street Reporter' Interview on the Internet Available on Stock-Line.com
ST. AUGUSTINE, Fla./ Nov. 3 /Business Wire / -- Winners Internet Network, Inc. (OTC BB: WINR) today said that David C. Skinner, Jr., the Company's President and CEO, was interviewed this week by Stock-Line, the stock traders' news network.
Upon giving an overview of the services that Winners Internet Network, Inc. (WINR) provides to the on-line gaming industry, Mr. Skinner discussed its current contracts with Interbet Casino http://www.interbetcasino.com TISS http://www.cyberbookis.com and other business opportunities the company is pursuing. Other highlights that were discussed were those of the benefits gaming operators and customers will receive including the use of multi- currencies in Internet processing also encompassing current and future plans and growth for the company. The entire interview highlighting Winners Internet Network, Inc. can be heard on the Internet at Stock-Line's web site @ http://www.stock-line.com
WINR, headquartered in St. Augustine, Fla, is a company which has developed an Internet banking financial structure. The company is engaged in on-line processing for Internet gaming operations as well as other business applications concerning Internet commerce.
Information contained in this news release other than historical information, should be considered forward-looking and is subject to various risk factors and uncertainties. For instance, the strategies and operations of Winners Internet Network, Inc. involve risks of competition, changing market conditions, changes in laws and regulations affecting these industries and numerous other factors discussed in this release. Accordingly, actual results may differ materially from those in any forward-looking statements.
Contact:
Columbia Financial Group, Inc.
Telephone: 888-301-6271
Company website: http://www.cfgstocks.com
Skousen Settlement
http://www.sec.gov/litigation/litreleases/lr17379.htm
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
LITIGATION RELEASE NO.17379 / February 25, 2002
SECURITIES AND EXCHANGE COMMISSION v. CHRISTINA SKOUSEN, individually and doing business as CSK SECURITIES RESEARCH, No. C02-894 VRW (USDC N.D. CALIFORNIA).
The Securities and Exchange Commission announced that it filed a settled injunctive action on February 22, 2002 against California resident Christina Skousen, individually and doing business as CSK Securities Research.
The Commission's complaint alleged that between May 1999 and December 2000, Skousen, a self-styled "analyst," wrote fraudulent research reports touting eight microcap companies. Skousen's reports for seven of the companies contained false and misleading revenue, income and earnings. The revenue projections exceeded the companies' most recently reported revenue figures by as much as 260,913%, and exceeded the companies' most recently reported income figures by as much as 30,089%. Skousen's reports additionally failed to disclose that six of the companies required significant additional financing, which was not assured, to implement their business plans or continue in operation. Skousen's reports for the same seven companies also contained arbitrary projected stock prices, which exceeded the companies' current stock prices by as much as 18,650%. In addition, Skousen falsely represented that one company was "well-capitalized" when it had previously disclosed that it required additional working capital in order to continue as a going concern. Moreover, Skousen, who typically was paid in cash for all of the reports, failed to disclose her receipt of compensation in two instances where she personally published the reports.
The Commission's complaint alleges that Skousen violated Section 17(b) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The complaint seeks an injunction against Skousen and disgorgement of $30,000 and prejudgment interest and third-tier civil penalties. Without admitting or denying the Commission's allegations, Skousen has consented to the entry of an order that would enjoin her from future violations of the foregoing provisions and directing her to pay disgorgement and prejudgment interest. Under the proposed order, Skousen would not be required to pay disgorgement or civil penalties based on her demonstrated inability to pay.
Skousen Complaint
http://www.sec.gov/litigation/complaints/complr17379.htm
MICHAEL R. MACPHAIL (Colo. Attorney Reg. No. 26382)
KELLI FARRAND CHAN (Colo. Attorney Reg. No. 19756)
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
1801 California Street, Suite 4800
Denver, Colorado 80202
Telephone: (303) 844-1000
Fax: (303) 844-1010
UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA
SAN FRANCISCO DIVISION
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,
vs.
CHRISTINA SKOUSEN, individually and
doing business as CSK Securities Research,
Defendant.
--------------------------------------------------------------------------------
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CIVIL ACTION NO.
COMPLAINT
Plaintiff Securities and Exchange Commission ("Commission") alleges the following facts in support of its complaint against the defendant, Christina Skousen, also d/b/a CSK Securities Research ("Skousen").
I. SUMMARY
1. Between May 1999 and December 2000, Skousen, a self-styled "analyst" with a high school education and no formal securities training, wrote research reports touting eight microcap companies. Skousen's reports for seven of the companies contained false and misleading financial and stock price projections. The projections lacked a reasonable basis because, among other reasons, all of the companies had poor financial track records, and four of the companies were the subject of going concern audit opinions.
2. Skousen's revenue projections exceeded the companies' most recently reported revenue figures by as much as 260,913%, and exceeded the companies' most recently reported income figures by as much as 30,089%. Skousen's reports additionally failed to disclose that six of the companies required significant additional financing, which was not assured, to implement their business plans or continue in operation. Skousen's reports for the same seven companies also contained arbitrary projected stock prices, which exceeded the companies' current stock prices by as much as 18,650%.
3. In addition, Skousen falsely represented that one company was "well-capitalized" when it had previously disclosed that it required additional working capital in order to continue as a going concern.
4. Moreover, Skousen, who typically was paid in cash for all of the reports, failed to disclose her receipt of compensation in two instances where she personally published the reports.
5. Skousen's reports caused the price and/or volume of the stock of six of the seven companies to increase significantly in the short term.
6. Skousen has, directly and indirectly, engaged in, and unless restrained and enjoined by this Court will engage in transactions, acts, practices and course of business that violate Section 17(b) of the Securities Act of 1933 ("Securities Act") [15 U.S.C. § 77q(b)] and Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act") [15 U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. § 240.10b-5] promulgated thereunder.
II. JURISDICTION AND VENUE
7. This Court has jurisdiction over this action pursuant to Section 22(a) of the Securities Act [15 U.S.C. §77u(a)] and Sections 21(e) and 27 of the Exchange Act [15 U.S.C. §§78u(e) and 78aa]. Venue lies in this Court pursuant to Section 22(a) of the Securities Act and Section 27 of the Exchange Act.
8. In connection with the transactions, acts, practices, and courses of business described in this Complaint, the defendant, directly and indirectly, has made use of the means or instrumentalities of interstate commerce, of the mails, and/or of the means and instruments of transportation or communication in interstate commerce.
9. Defendant Skousen resides within this judicial district. Additionally, certain of the transactions, acts, practices and courses of business constituting the violations of law alleged herein occurred within this judicial district.
III. DEFENDANT
10. Christina Skousen, age 49, resides in Novato, California. Doing business as CSK Securities Research ("CSK"), she writes analyst research reports regarding microcap companies. Skousen's formal education consists of one year of college and 18 months of secretarial training at a business college. Skousen has had no formal training in analyzing financial statements or stocks.
IV. FACTS
SKOUSEN'S RESEARCH REPORTS
11. Between May 14, 1999 and December 4, 2000, Skousen wrote research reports touting eight companies. Reports touting four companies, Packetport.Com, Inc. ("Packetport"), Nanopierce Technologies, Inc. ("Nanopierce"), Integrated Communication Networks, Inc. ("Integrated") and Searchhound.Com, Inc. ("Searchhound"), were issued under the name of Stockreporter.de and did not mention Skousen's name or otherwise suggest her involvement. The dates of these reports are set forth in Appendix A.
12. Stockreporter.de's principals posted Skousen's reports on their Internet website and issued press releases announcing the reports. The principals of the Stockreporter.de website have been enjoined by a U.S. District Court from future violations of Section 17(b) of the Securities Act, Section 10(b) of the Exchange Act, and Rule 10b-5 thereunder. The court's order further required the defendants to pay disgorgement and civil penalties. SEC v. Torsten Prochnow d/b/a Stockreporter.de et al., No. C00-3199-MJJ (N.D. Cal. Sept. 15, 2000).
13. Skousen also wrote reports touting four other companies (Infe.Com, Inc. ("INFE"), Winners Internet Network, Inc. ("Winners"), AXYN Corp. ("AXYN") and MyWeb Inc.Com. ("MyWeb") under the name CSK. Skousen printed copies of these reports and distributed them to the touted companies.
14. Skousen received approximately $5,000 for each report as compensation except for INFE, which agreed to pay her but did not do so.
15. Skousen received compensation for the CSK reports either directly from the companies or indirectly through the Stockreporter.de principals. Two of the four CSK reports (Winners and MyWeb) failed to disclose Skousen's compensation.
16. In preparing her reports, Skousen typically interviewed officers of each company to obtain information regarding the company's business and competitors. Skousen also reviewed documents provided by the company, including business plans and the company's public filings with the Commission.
BASELESS FINANCIAL PROJECTIONS
17. Skousen's reports touting seven companies, INFE, Winners, AXYN, Packetport, Nanopierce, Integrated and Searchhound, contained false and misleading financial projections. The reports predicted that these companies would realize revenues of as much as $1,025,000,000 within one and four fiscal years of the dates of the reports, and that six of the companies would realize income of as much as $425 million within the same periods. See Appendix A for details.
18. The reports stated that Skousen's financial projections were "conservative" or "very realistic and achievable," or that her projections could "easily" be exceeded.
19. The financial projections lacked a reasonable basis because they were not supported by each company's historical financial performance. The revenue projections for four of the seven companies (AXYN, Packetport, Integrated and INFE) lacked a reasonable basis because they represented increases of as much as 260,913% from each company's most recent yearly revenue figures. See Appendix A for details.
20. Skousen projected that a fifth company, Nanopierce, would achieve revenues of as much as $123 million, whereas it had reported zero revenues during the previous fiscal year. See Appendix A for details.
21. Skousen projected that two companies (Winners and Searchhound) would achieve revenues that represented increases of as much as 4,703% from the revenues reported during the first nine months of each company's fiscal years. See Appendix A for details.
22. Skousen's income projections lacked a reasonable basis because they represented increases of as much as 30,089% from the companies' most recent income figures. See Appendix A for details.
23. In addition, four of the companies (AXYN, Nanopierce, Winners and INFE) were the subject of going concern opinions by the companies' auditors. Searchhound's management had expressed doubt in a November 15, 2000 Form 10Q-SB filed with the Commission about its ability to continue as a going concern. None of Skousen's reports disclosed these adverse facts.
24. Skousen's projections for six of the seven companies (AXYN, Nanopierce, Winners, Searchhound, Integrated, and Packetport) were additionally undermined by the fact that the projections were contingent upon the issuers' receipt of substantial funding, which was not assured.
25. The companies' business plans stated that the projections were based on assumptions that the issuers would receive significant additional financing. None of the reports prepared by Skousen disclosed this contingency.
26. Skousen's projections for two of the companies (Winners and INFE) lacked a reasonable basis because, among other things, they were inconsistent with the companies' internal projections and/or Skousen's own previous projections.
27. Skousen's financial projections for Winners were significantly higher than management's internal projections.
28. Skousen's financial projections for INFE were inconsistent with management's internal projections. For the first year following the issuance of the INFE report, Skousen projected revenues of $240 million and net income of $22,538,000; but the company projected revenues of only $85 million and net income of $4.2 million for that year.
29. Just six weeks before she wrote this report, Skousen had written a report touting INFE, which was issued under the name Stockreporter.de, which included the much lower projections of management.
BASELESS STOCK PRICE PROJECTIONS
30. Skousen's reports predicted that the price of seven companies' stocks would reach prices as high as $105 per share between one and three years. See Appendix A for details.
31. These stock price projections lacked a reasonable basis because they were not based on any rational methodology and none of the stock price projections was supported by the companies' historical stock prices.
32. Skousen's stock price projections represented increases of as much as 18,650% from the companies' then-current stock prices. See Appendix A for details.
33. The Winners stock price projections were based on the assumption that the number of the company's issued and outstanding shares of stock would remain constant at 16 million. This was a false assumption because the company was planning significant private placements.
34. None of the companies' stock prices has reached the stock prices predicted by Skousen.
FALSE STATEMENT ABOUT SEARCHHOUND'S FINANCIAL CONDITION
35. Skousen's report for Searchhound stated that the company was "well-capitalized."
36. This statement was false since a Form 10Q-SB filed by Searchhound with the Commission just two weeks before the release of this report stated that the company would require additional working capital to remain a going concern.
FAILURE TO DISCLOSE COMPENSATION
37. Skousen prepared and published a report regarding MyWeb on or about May 14, 1999.
38. MyWeb paid Skousen $5,000 to prepare and publish this report.
39. Skousen's MyWeb report did not disclose her receipt of this compensation.
40. The Stockreporter.de principals paid Skousen $5,000 to prepare a report regarding Winners. The $5,000 came from the sale of Winners stock received by the principals.
41. Skousen's Winners report did not disclose her receipt of this compensation.
MARKET REACTION
42. Following the release of Skousen's reports, the stock price and/or volume of six of the seven touted issuers increased significantly.
SKOUSEN ACTED FRAUDULENTLY
43. Skousen knew that her financial projections were undermined by the companies' historical financial performance and need for financing and therefore lacked a reasonable basis.
44. Skousen was aware of each companies' historical financial performance and the going concern opinions regarding four companies at the time she wrote her reports. She also knew about the six issuers' need for financing, yet she failed to disclose their need for financing in her reports.
45. Skousen was aware of the then-current stock prices of these issuers when she wrote her reports and therefore was reckless in not knowing that these historical prices did not provide a basis for her predicted stock prices.
46. Skousen had reviewed the most recent Form 10Q-SB regarding Searchhound and therefore knew that the company was not "well-capitalized."
47. Skousen continued to issue reports containing baseless financial and stock price projections for several months after May 2000, when she was first made aware of the Commission staff's concerns about her projections.
V. FIRST CLAIM FOR RELIEF
Violations of Section 10(b) of the Exchange Act and Rule 10b-5
[15 U.S.C. § 78 j (b) and 17 C.F.R. § 240.10b-5]
48. Paragraphs 1 through 47 are hereby realleged and incorporated by reference.
49. Defendant Skousen directly and indirectly, with scienter, in connection with the purchase or sale of securities, by use of the means or instrumentalities of interstate commerce or by use of the mails, has employed devices, schemes, or artifices to defraud; has made untrue statements of material fact or omitted to state material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; or has engaged in acts, practices, or courses of business which have been and are operating as a fraud or deceit upon the purchasers or sellers of such securities.
50. By reason of the conduct described above, Skousen violated, is violating, and unless restrained and enjoined will violate Section 10(b) of the Exchange Act and Rule 10b-5 thereunder [15 U.S.C. § 78 j (b) and 17 C.F.R. § 240.10b-5].
VI. SECOND CLAIM FOR RELIEF
Violations of Section 17(b) of the Securities Act
[15 U.S.C. § 77q(b)]
51. Paragraphs 1 through 47 are hereby realleged and incorporated by reference.
52. Defendant Skousen, by use of the means or instruments of transportation or communication in interstate commerce or by use of the mails, directly or indirectly, published, gave publicity to, or circulated communications, which, though not purporting to offer a security for sale, described such securities for a consideration received or to be received, directly or indirectly from an issuer without fully disclosing such consideration and the amount thereof.
53. By reason of the conduct described above, Defendant Skousen has violated, is violating and, unless restrained and enjoined, will continue to violate Section 17(b) of the Securities Act [15 U.S.C. §§ 77q(b)].
VII. PRAYER FOR RELIEF
WHEREFORE, the Commission respectfully requests that the Court:
A.
Find that Skousen committed the violations alleged.
B.
Enter an injunction, in a form consistent with Rule 65(d) of the Federal Rules of Civil Procedure, permanently restraining and enjoining the defendant and persons in active concert or participation with her, from violating, directly or indirectly, Section 10(b) of the Exchange Act [15 U.S.C. §78j(b)], Rule 10b-5 thereunder [17 C.F.R. §240.10b-5], and Section 17(b) of the Securities Act [15 U.S.C. § 77q(b)].
C.
Order Defendant and her agents, servants, employees and attorneys to disgorge all ill-gotten gains received or benefits, totaling $30,000, received from her alleged illegal conduct with respect to Packetport, Nanopierce, Integrated, Searchhound, Winners, and AXYN, together with pre-judgment and post-judgment interest as provided by law.
D.
Order Defendant to pay civil penalties pursuant to Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)] and Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)] in an amount to be determined by the Court.
E.
Grant such other relief, as this Court may deem just or appropriate.
Dated: February 27, 2002.
Respectfully submitted,
________________________
Kelli Farrand Chan
Michael R. MacPhail
Attorneys for Plaintiff
Securities and Exchange Commission
http://www.sec.gov/litigation/complaints/complr17379.htm
Skousen stuff
http://www.sec.gov/litigation/admin/34-45856.htm
UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
SECURITIES EXCHANGE ACT OF 1934
Release No. 45856 / May 1, 2002
ADMINISTRATIVE PROCEEDING
FILE NO. 3-10775
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In the Matter of
Christina Skousen,
Respondent.
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ORDER INSTITUTING PUBLIC ADMINISTRATIVE PROCEEDINGS PURSUANT TO SECTION 15(b) OF THE SECURITIES EXCHANGE ACT OF 1934, MAKING FINDINGS, AND IMPOSING REMEDIAL SANCTIONS
I.
The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest to institute public administrative proceedings against Christina Skousen ("Skousen" or "Respondent") pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act").
II.
In anticipation of the institution of these administrative proceedings, Respondent has submitted an Offer of Settlement ("Offer"), which the Commission has determined is in the public interest to accept. Solely for the purpose of this proceeding, and any other proceeding brought by or on behalf of the Commission or to which the Commission is a party, Skousen, without admitting or denying the findings herein, except as to the Commission's jurisdiction over her and over the subject matter of this proceeding, which is admitted, consents to the issuance of this Order Instituting Public Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions ("Order") and to the entry of the findings and the imposition of the remedial sanctions as set forth below.
III.
Accordingly, IT IS ORDERED that said proceedings be, and hereby are, instituted.
IV.
Based on this Order and Skousen's Offer, the Commission finds the following:
A. Skousen, age 48, resides in Novato, California. From January 1990 to November 1999, Skousen held Series 7 and 64 securities licenses. She worked as a registered representative for various broker-dealers from 1990 to 1993. She has been employed as a writer of research reports since 1995.
B. Nanopierce Technologies, Inc. ("Nanopierce"), formerly known as Sunlight Systems Ltd. and Mendell Denver Corp., is a Nevada corporation headquartered in Denver, Colorado. Nanopierce claims to be engaged in the design, development and licensing of products using its patented technology, which improves electrical, thermal and mechanical characteristics of electronic products. Nanopierce's common stock is traded on the OTC Bulletin Board (a service of Nasdaq Stock Market, Inc.) ("Bulletin Board"), and the company has filed reports with the Commission since July 1996.
C. Winners Internet Network, Inc. ("Winners") is a Nevada corporation headquartered in Liechtenstein. Prior to March 2001, Winners was headquartered in St. Augustine, Florida. Winners claims to provide online financial processing for internet casinos using Winners' proprietary processing software and plans to provide financial processing and internet banking services to other e-commerce companies. Winners' common stock is traded on the Pink Sheets, and the company has filed reports with the Commission since December 1999.
D. Infe.Com, Inc. ("INFE"), formerly known as Infocall Communications Corp., is a Florida corporation headquartered in Vienna, Virginia. INFE claims to provide core infrastructure services, access to working capital, and merger partners for emerging growth public and private companies that focus in technology. INFE's common stock is traded on the Bulletin Board, and the company has filed reports with the Commission since December 1999.
E. Searchhound.Com ("Searchhound"), formerly known as Pan International Gaming, Inc., is a Nevada corporation headquartered in Kansas City, Missouri. Searchhound claims to be an Internet property that provides a content filtering search engine for the Internet under the trade name of Searchhound.com. Searchhound's common stock is traded on the Bulletin Board, and the company has filed reports with the Commission since February 1998.
F. Myweb Inc.Com. ("MyWeb") is a Nevada corporation headquartered in Malasia. MyWeb claims to be "a major Asian Internet online services company which utilizes alternative access devices as a means of distributing portal services" to customers. In 1999, the company, then known as Asia Media Communications, Ltd., acquired all of the issued and outstanding stock of a Malasian entity, and changed its name to MyWeb. MyWeb's common stock is traded on the American Stock Exchange, and the company has filed reports with the Commission since 1988.
G. Nanopierce, Winners, INFE, Searchhound and MyWeb are penny stocks within the meaning of Sections 15(b)(6) and 3(a)(51) of the Exchange Act and Rule 3a51-1 thereunder.
H. On March 6, 2002, in Securities and Exchange Commission v. Christina Skousen, individually and doing business as CSK Securities Research (Civil No. C02-0894-VRW ) (N.D. Cal.), the United States District Court for the Northern District of California entered a final judgment permanently enjoining Skousen from violating Section 17(b) of the Securities Act of 1933 ("Securities Act"), and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.
I. The injunction was based on the Commission's allegations that between approximately May 1999 and December 2000, Skousen wrote research reports touting eight microcap issuers, including Nanopierce, Winners, INFE, Searchhound and MyWeb. Skousen's reports for all of the issuers except MyWeb contained false and misleading financial and stock price projections. The projections lacked a reasonable basis because, among other things: (1) they were not supported by the financial track records of the issuers; (2) certain of the issuers, including INFE and Nanopierce, were the subject of going concern audit opinions; and (3) six of the issuers, including Nanopierce, Winners, and Searchhound, required significant additional financing, which was not assured, to implement their business plans or continue in operation. Skousen's reports for the same issuers also contained arbitrary projected stock prices. In addition, Skousen falsely represented that Searchhound was "well-capitalized" when it had previously disclosed that it required additional working capital in order to continue as a going concern. Skousen's reports touting Winners and MyWeb failed to disclose compensation that she directly or indirectly received from these issuers. Skousen's reports caused the price and/or volume of the stock of six of the seven issuers to increase significantly in the short term.
J. Skousen participated in offerings of the penny stocks of Nanopierce, Winners, INFE, Searchhound and MyWeb.
V.
Based on the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions specified in the Respondent's Offer.
Accordingly, IT IS ORDERED that Respondent be, and hereby is, barred from participating in any offering of a penny stock, including: acting as a promoter, finder, consultant, agent or other person who engages in activities with a broker, dealer or issuer for purposes of the issuance or trading in any penny stock; or inducing or attempting to induce the purchase or sale of any penny stock.
By the Commission.
Jonathan G. Katz
Secretary
http://www.sec.gov/litigation/admin/34-45856.htm
Copied from WINR Website on August 16, 2002
http://www.winr.net (Contacts)
Winners Internet Network, Inc. has it's headquarter in Ruggell, Liechtenstein. Please feel free to contact us at the addresse, phone number or email listed below with any questions regarding investment, processing, or possible joint ventures or partnerships. We have relied on the input, support and suggestions of many good people as we have grown, and intend to continue to do so.
Thank you for your interest.
Headquarter: Schlattstrasse 215, 9491 Ruggell, Liechtenstein
Phone: +423 377 5999
Fax: +423 377 5998
Email: accounts@winr.net
Copied from WINR website on August 16, 2002
http://www.winr.net (About WINR)
Who We Are
Winners Internet Network is a company on the move. Conceived in 1995 and founded in 1997, the Company’s founders perceived early on the power and potential of the Internet for communication and commerce.
In 2001 Winners Internet Network moved the operational part of the company to Liechtenstein.
Sensing the enormous opportunity that this represented, they looked for a common denominator in the infrastructure that would be required to support this new business environment. That common denominator was the processing of financial transactions.
Financial Transactions – The Key to the Internet
At every level, the implementation of commerce via a medium such as the Internet would require the transfer of funds – whether for purchases of products, payment for services or other financial instruments.
At the heart of any such business transaction lies the transfer of money. And where such a transfer was to occur, there would be a need for the execution, clearing, tracking and accounting of such transfers. It was into this huge market that the company launched its development efforts.
Confidence, Security, Reliability
Realizing that the key to the success of this new medium lay in building customers’ confidence that their interactions on the web were protected and secure, Winners chose to develop, implement and test their financial systems in the most hostile of environments – transaction processing for Internet gaming.
Known as an arena subject to innumerable assaults and attacks on the integrity of its financial systems, the Company correctly ascertained that gaming provided the ultimate test for such a system – a system which could then be scaled to address the far greater marketplace of e-commerce.
What We’ve Accomplished
Over the last few years, Winners has developed and installed a secure, fully tracked, financial processing system, and successfully implemented this system to handle end-to-end transaction processing for the gaming industry.
The Company has built a powerful reputation in the industry as the full service provider, known for its reliability, integrity and responsiveness.
Where We’re Headed
While continuing to support and grow its profitable processing operations for the gaming business, Winners is now actively engaged in expanding the scope of its business operations to embrace the enormous potential of the e-commerce marketplace.
Not just a vision of the future, the Company has already executed a contract, implemented the system, and begun processing for the Internet e-commerce subsidiary of TA Media, one of the most successful media enterprises in Switzerland with daily newspapers, magazines, radio and TV stations.
High Praise
As further evidence of the high regard in which Winners processing operations are held, Juerg Grau CEO of TA Media’s Internet subsidiary stated, “the Winners solution was selected after an in-depth evaluation because of the company’s track record, efficiency, reliability and security. We’ve found a lot of promises on the market, but we needed instant availability and high quality."
Through its proprietary e-commerce system, Winners will process all classified advertising placement over the Internet, and is facilitating the company’s expansion into online magazine subscriptions and other product lines.
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Winners Internet Network is a company on the move. The Company is working to rapidly position itself as one of the premier financial transaction processors and integrators in Europe. Through a series of recent acquisitions and partnerships, it has laid the groundwork for an integrated financial processing and e-commerce network that will offer compelling benefits and proprietary advantages over its competitors. Already profitable, the Company has now demonstrated that it can execute on this expanded vision by signing on the Internet subsidiary of a leading European media company for its processing services.
The company can now proceed simultaneously to become one of the leading and most secure enablers of financial transactions for others, while building out its own powerful e-commerce identity operating over the same network. We believe that this strategy will maximize shareholder value and insure a strong and prosperous future.
Copied from the WINR website on August 16, 2002
http://www.winr.net (Products and Services)
Transaction Processing
Winners provides financial transaction processing services for internet businesses, with an emphasis on security, privacy and reliability. The Company chose to initially develop and deploy its systems in the internet gaming business on the grounds that this was one of the most hostile environments available, where such a system would be attacked incessantly by those who are drawn to the high volume cash flows and the chance to subvert the system.
The system withstood the test, and in the process, Winners has developed a profitable, cash generating business which it will continue to enhance and support as the company expands into the much larger e-commerce marketplace.
The Company’s flexible processing system is called e-Swipe, and is secured under SSL behind a firewall. It comes in 3 varieties: Direct, Host and Web. DIRECT allows a vendor to process a credit card automatically from their web site without the customer leaving their site. HOST - gives the vendor the option of not dealing with credit card numbers directly or the requirement for a secure site. When the time comes for the customer to pay, the customer is directed to WINR’s secure site for processing of the payment and then directed back to the vendor's site once he has paid. WEB - provides the ability for the vendor to process credit cards using accounting personnel from their company. WINR also provides a secured vendor site for vendors to go to view and process their account, including the ability for vendors to make withdrawals via check or wire transfer. This e-Swipe system works equally well for casino and general e-commerce applications.
The Company is already engaged in processing for e-business, having landed a major contract with the internet division of TA Media, a 400 Million Dollar per year media giant in Europe which owns newspapers, radio stations, magazines and more. The TA Media internet site provides multiple marketplaces including Classifieds, Real Estate, Auctions, and Autos.
Ongoing marketing and development efforts are underway to further expand the offerings, capabilities, and client list of Winners in the e-business arena.
Secure Communications
Central to the provision of any financial transaction processing is the requirement for secure communications of transactions and of personal or confidential financial information. Winners is involved in the ongoing development and deployment of technology and systems designed to insure the safety and reliability of such communications.
With servers based in Liechtenstein, a country known for what may well be the world’s strictest financial privacy laws, the Company is in a unique position to provide clearing and hosting of applications which can provide virtually complete confidentiality and protection to responsible businesses and clients.
The Company is pursuing internal development and various relationships and partnerships with outside providers to insure that its security offerings and communications technology remain leading edge.
Copied from the WINR website on August 16, 2002
http://www.winr.net (Partners & Members)
Cyberlink Monetary Systems
Cyberlink Monetary Systems is one of the joint venture companies of Intertreuhand with Winners Internet Network, Inc. and was founded in 1998 for the exclusive use and application of providing invoicing, payment, and accounting services via the Internet. CMS is a Liechtenstein trust, for the beneficial interest of those clients of Winners for whom it handles financial transaction processing. This structure insures clients of Winners’ financial processing that their funds are secure, separate, and managed by a bonded trust company. Bank accounts are maintained in the name of CMS on behalf of clients, and are subject to the full fiduciary and financial privacy laws of Liechenstein. CMS enables and implements the facilities which permit for Winners to offer basic banking functions to its clients within a secure and protected financial structure.
SupraNet AG
SupraNet AG is an ISP located in Ruggell, Liechtenstein. Sensing early on the opportunities implicit in the reputation of Liechtenstein and its legal protections for financial security and banking privacy, the founders of Supra Net have worked to leverage their network offerings with security protocols and integrated systems. In SupraNet, Winners found a partner who could offer both venue and expertise which supports the levels of security that Winners strives to provide to its customers.
SupraNet AG is one of the few profitable Internet Service Providers (ISP) in Europe and has been in business since 1995. Since its inception SupraNet AG had experienced average annual growth of over 80% and expects the same continued growth pattern in the future. The partnership with SupraNet AG lays the strongest foundation possible for Winners Internet Network and SupraNet AG for its worldwide expansion in e-commerce. Ronald Oehri, CEO and President of SupraNet AG, stated: "Winners Internet Network has completed the equation for SupraNet AG to achieve its global presence in e-commerce. I personally believe that Liechtenstein offers the largest growth opportunity in the world for e-commerce because of its centralized location in Europe and its membership in the EEC (european economic community). European e-commerce is in its early stages and is set for explosive growth."
Winners Internet Network and SupraNet AG share its European headquarters in the Cyber-Villa, located in Ruggell, Liechtenstein. This location and this union will allow all merchants the opportunity to physically locate their servers for e-commerce in Liechtenstein achieving the most expeditious, secure, safe, and confidential processing of their financial transactions in the world.
Services rendered by SupraNet AG include individual and commercial Dial-Up Internet Access, Leased Lines to major corporate and banking customers, DSL Connections, Hosting and Venue using virtual or physical servers, Email, and Secure Communications offerings.
Intertreuhand Trust
Intertreuhand is one of the most respected and prestigious fully licensed trust and asset management companies in Liechtenstein, offering more than 30 years of know-how & experience in international tax planning and professional company structures as well as in estate planning. Intertreuhand is managed by a board of six executive directors of which Dr. Reinhard Proksch is the partner responsible for the firms Telecom Group.
The Telecom Group serves telecommunications, media, and new media clients and ventures, including Winners Internet Network, Inc. Intertreuhand not only provides consulting services, but also has entered into a number of actual joint ventures with foreign companies, directly and/or indirectly through its affiliated European Economic Institute, a Liechtenstein social and economical research and development institution founded in 1965.
Members
Winners developed its financial processing system in the rigorous world of online gaming where we knew we would experience all possible forms of attack on the integrity of the system. Having tested and proven the technology in this environment, we are now engaged in expanding into the broader e-commerce arena. In the e-commerce area, we are negotiating deals both with companies with existing operation and with development stage companies that are rolling out their businesses and web sites over the coming months.
Press Release 1-29-2002: Concerning Visa Contract
http://www.winr.net/investors/PR-1-29-02.htm
Stefan Vogt, Chief Executive Officer of Winners Internet Network, today announced that a new credit card processing agreement was signed with UBS Bank, Zurich. He indicated that the new agreement will provide the basis for restarting marketing efforts for the company’s Internet credit card clearing services. Mr. Vogt indicated that the marketing efforts will begin in February.
About Winners Internet Network
Winners Internet Network ( www.winr.net ) is a financial transaction processor and integrator, with processing operations based in Europe. Winners services both vendors and customers in the Internet-based e-commerce space with state-of-the-art secure financial transaction software and technology.
Disclaimer
Information contained in this news release - other than historical information - should be considered as forward-looking, pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, and as such is subject to various risk factors and uncertainties. For instance, Winners Internet Network, Inc.'s strategies and operations involve risks of competition, changing market conditions, changes in laws and regulations affecting these industries, and numerous other factors. Accordingly, actual results may differ materially from those in such forward-looking statements.
CONTACT:
Winners Internet Network Inc.
Stefan Vogt, +423 3775999 Only
Via E-mail Only: vogt@winr.net
KEYWORD: FLORIDA
Press Release 4-30-2002
http://www.winr.net/investors/PR-30-4-02.htm
Changes at Winners Internet Network
Ronald Oehri, Director, Winners Internet Network, today announced that Stefan Vogt, Chief Executive Officer of Winners Internet Network will be leaving the company at the end of May. Mr. Vogt plans to assume a position in his family’s Liechtenstein based business. Mr. Oehri expressed his appreciation for the efforts of Mr. Vogt in helping to solve the company’s legal, regulatory and operating problems over the last year. Mr. Oehri indicated that plans are being discussed to incorporate the marketing and operating activities of the company into the expanding activities of Cybervilla AG.
About Winners Internet Network
Winners Internet Network ( www.winr.net ) is a financial transaction processor and integrator, with processing operations based in Europe. Winners services both vendors and customers in the Internet-based e-commerce space with state-of-the-art secure financial transaction software and technology.
Disclaimer
Information contained in this news release - other than historical information - should be considered as forward-looking, pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, and as such is subject to various risk factors and uncertainties. For instance, Winners Internet Network, Inc.'s strategies and operations involve risks of competition, changing market conditions, changes in laws and regulations affecting these industries, and numerous other factors. Accordingly, actual results may differ materially from those in such forward-looking statements.
CONTACT:
Winners Internet Network Inc.
Ronald Oehri, +423 377 59 99 Only
Via E-mail Only: ronald@supra.net
KEYWORD: FLORIDA
May Shareholders' Letter
http://www.winr.net/investors/Inv-5-2-02.htm
May 2, 2002
Dear Shareholders,
I promised to provide monthly written updates about our efforts to improve the financial performance of Winners Internet Network, Inc. (the “Company”). Here’s the ninth report.
Overall Business
Overall business conditions have not changed since last months report.
Specific Issues
Liquidity
Our cash position is sufficient to sustain operations for the foreseeable future and we continue to work with the Company’s local bank to ensure access to our funds to meet operational needs.
SEC Investigation
The SEC investigation is ongoing. The ultimate outcome of this process and the impact on us remains highly uncertain.
Financial Statements
No change in status.
Visa/UBS Card Contracts
Marketing to potential new clients continues and some prospects have been identified.
Winners Internet Network, Inc./CyberLink Monetary Systems
The Company continues to identify, evaluate and clarify contractual and operational relationships between the Company and CMS as well as the ownership structure of CMS. These activities are underway to ensure that the Company establishes and/or renews the appropriate contracts with CMS and to ensure that transactions between the two entities can be accounted for correctly going forward if, and when, the Company is in a position to resume normal financial accounting and reporting activities.
There are no changes to report concerning the status of SEC reporting or relisting the Company’s stock.
As indicated in the press release earlier this week, I will be leaving the Company at the end of this month to accept a position in a family owned business. I’ve enjoyed the last year and hope that my efforts to improve the Company pay off down the road. Ronald Oehri, a member of the board of directors, will assume the leadership position and he will be communicating with you about his plans for the Company soon.
Sincerely,
Stefan Vogt
Chief Executive Officer
Ruggell, Liechtenstein