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"and keep pps down so they can cover. Their trying every technique."
The Technique is called 'Price fixing or bid rigging'. You're right though, it is manipulation.
There are no continuous .0002 bidders it's a fake bid and keeps proving its self day after day. The fake bid @ .0002 sits while ask remains @ .0003, those 3 and 2's are Toxic's pile unloading so and when an actual bid comes in at .0002 the fake bid is pulled in less than a second and actual is filled instantly.
How do you know this?? B/C all of the death spiral toxic loans are in default, they're getting super discounting in share and cashless warrant conversions for penalties and interest. Buzzards sitting on wire waiting to stomp on the ignorant.
Otherwise the only bidders here are flippers looking for .0001 dreaming for the quick double flip.
Considering the serious lack of money flow, less than 1 percent of flippers are even bothering.
Actually Big, that's an highly optimistic estimation as' you're not including today's share price.
You need to base this on expenses, losses, The toxic loans that they're concealing; the whole ratcheting clauses of. (The half Stevy keeps hiding) . and Current share price.
Whereas, even without including those, without including share price averages what you're citing is unrealistic on its own. Last years, what? .07 average, today's 4-1/2 cent, that's more than a 40% increase. I.E. If 2017's SPA was .07 cent, and this year it's been .05 cent That's 40% increase in share required.
\
So if going forward expenses etc. remained the same in averages, what is now continues as well, then the amount of share issued to remain in business will increase 40%..
Of course that's not taking into consideration the typical pump and dump news and hype nonsense, to pay himself and the Toxic loans, that's gotten people stuck into this hole to begin with.. LOL
" 10-K. That puts the due date at 9/28/18"
90 right, I knew that, not frequent for ya [teeze] but, You are correct, for a change. .
Come on grant give me a break here. I said I'd go away, it's a cheat, not legal but they somehow get away with it, by the share transfer while it's dark, months before the game begins:
While I said I was done here, but as, I'd made and aside to you, last time in this whole thing for months to come..
What? I did browse their stink sheet profile. what a joke. this has the ol' rinse and repeat, or run, let rest while running others, rotating scam written all over it. In general that last record CBD or c, whatever pot thingy, that was a trend scam. TREND SCAM. 50 billion authorized gone dark after the ol pitch and switch game fails, and suddenly some angel arrives and spends cash?? YOU better dam well bet there's toxic hiding inside this whole scam.. And this type is far worse than Toxic loans
I forget the exact way it's played, ya get board or tired of em after a while, ya know. It's like the very same people who bought it are inside each and every one, the "Short's did it. It's an conspiracy to get you to sell cheap", they're all the same. The same feedback on all the scams. delusion, get rich quick schemes, hook line and sinker. but, the billions of shares are transferred behind the scenes well before the ball rolls. There's a form of share transfer filing and you gotta pay the state it's incorporated in, let me guess: Nevada? prob.. But it originates in another state until finally dug up in the corps' state. to get a copy of it, ya gotta know its type or name then get the state to hunt it down. just can't recall what it's called.. However I think the peps on the DD board have seen it enough to know.
Whelp, no matter, if I remember too, I'll come back in 4 too 8 months just to check. But 90% odds I've NAILED it already.
"I am STUCK in LA LA Land"
If it's any consolation, now that it's current albeit, in about 10 days the next report is due, For the fiscal year ending June 30, 2018. on 9-14 or 17-2018. regardless you should be able to do something soon.
Yet, it also depends on Merrill lynch's policies. Pink not current with the last file 10Q ending march 31 2018: https://www.sec.gov/Archives/edgar/data/1403570/000149315218012969/form10-q.htm
Now filed,, it will up-date soon but some companies won't let their clients trade stink sheets, for your protection. Getting back into OTC.BB where you may have bought in will take more time and costly too. That is, if they'll bother..
AND you should use Lynch's services, consulting with their brokers, even little local brokers; invite to coffee and donuts, lunch etc. before buying or selling anything. take business especially, and Stock classes, I did back in the 70's, duh.
Otherwise, your odds may be higher on a roulette table.
"that analysis is worthless."
I don't need to read the hype that got this mess started to began with.
It's clear as day in chart, fundamentals are crap, loaded with toxic loans.
You got a front run for conversions, flipper's and more hype and they bailed which is why you're sideways now.
Hyping now all the wonder but more toxic conversions are on the way. Once the hype runs dry, back to reality sub pennies again..
I don't intend to bother further, no need to reply for 4-8 months. see if I were wrong or not. [wink]
Aside, just took a quick look at 1 year chart.. while without checking the fundamentals, nor intend to, but that pattern is prob the most common sign of death signal within a year one can find. Left side high shoulder, toped higher into a head and no right side shoulder above the left.. YIKES! hit a scanner with minute signal and you'll see it every day all day all week long. why charts talk?? IDK but, they do.
Only exception would be while it already appears too late, it needs for the right side to go higher than the left, come back check support and see if it can match this years high, come back and triple top breakout above it.. so doubtful, like only 50% chance you'll see .03 again, and 80-90% chance even hit 3, it's over. .
Not even checking the SEC reports or whatever, this ran a front run, pump to dump Toxic loans and they're not gonna stop. .
But hell that's just a chart, crystal ball eh? Magic?
This is the problem and will always be all too obvious: "the Company shall pay the Executive an annual rate of base salary of no less than $225,000.00"
What did 'Stevy' do before this? Was inside of a stock pump and dump scam. Is that a qualifying condition for egregious salary?
He's paid wife with your money, his son and as I recall 5 grand a month for his home. I.E. You're paying his mortgage too.
Just a single look at the books and expenses, research and development is practically nothing in comparison too all the money he's dishing out..
In history 8k, 10Q and K's he's paid employees in seriously discounted stock, ran pump and dump news where they've lined their own pockets for 3-5 times the money. (certainly a nice way to pay for loyalty)
He's pulled a nonsense scam of some china thing and wasted millions there, yet peps act like it's OK?
What's missing from this picture?? Personal sacrifice right from the very start..
You start a business and gouge your investors,,, there's no future.
Just donkeys and carrots as the Death spiral toxic loans role through. It's why, combining the fundamentals with charts here are so easy to predict.
And I've nailed the chart targets what? 3, 4 has it been 5 times already?? Fundamentals, little search of insider history, even a phone call or two, add the chart. simple.
"Another pink stock I follow, the CEO said he requested to do a reverse split and the SEC refused to permit it."
Actually, come to tink on it, I believe it's FINRA. And you don't see the denial before the filing of reverse split nor after.
What's happened is, Company files the doc where commons are out voted by insiders. And in case where there was 3 reverse splits in recent times, like 2-3 year, the halt for reorganization just never happens. They'll stop reporting with an out look for the gray sheets. (stink sheet grave yard)
In Maxd's case, I do not believe, the authorized share increases would have anything to do with denying reverse split..
Moreover, I expect it, a blood letting needs to happen, Rinse and repeat.
As far as that CEO in your stink sheet goes? Like every Tozxic death spiral stink sheet CEO and CFO they're full of it.. playing the con for as long they can.. Donkeys and carrots.
I've, like so many, looking, bottom feeding for something real, and 12 years NOTHING, NODDA, bumps and bounces but just review fundamentals, charts which not only illustrate patterns but the stockholders sentiment, , and especially in this case here, a CFO hyping total nonsense in MSG boards for years and years, (The worst of em all).
but let me no if you find one eh? LOL
"R/S would require SEC approval"
IDK where you got that from, please cite source.
B/C I've watched dozens of stinky's and OTC BB pull reverse splits and no reports of SEC approval except the few that's pulled em 3 times within a few year.
Otherwise, it's simple shareholder approval and since Halpern's holding those 10 million series A convertible preferred that include 66% voting power, the only warning comes after it's too late.
Alternately as an Delaware corp, it's possible their rules may require the file be reported before the SEC filing of it. If that be true then you'd have to check wit Delaware and open account set up payment system for potential reports and check with them daily.
There's plenty states that don't charge for reports too, but the reasons stinky scams use them, and Delaware may do this too, but, because the report filings are back logged, take 10-20 days to get filed.
I.E. it's very easy to get blindsided when playing stinky Toxic death spirals.
...o_O,,,
;(
...
.
MAXD would need to issue ~32 billion shares to fully pay off its toxic debt,
Actually, at the rate it's going now, it's doubled, the last report cited June 30's prices and from the appearance of report, it's basing the greater majority of them, which also appears to be at least 90% on VWAP or lowest closing price average in 10 day look back, (LCP) of .00025. (.00025 - 35% = 0.0001625)
From 10K: "Convertible Debt (Exercise price - $0.00016 - $.000350/share) 32,240,562,182"
Here's your proof that greater than 90% are based on .0001625.
10k: "Convertible note payable, net of debt discount of $567,136" / 0001625 = 34,656,812,307, it's actually close or more than 98%.
Yet lets not forget that the inside the report, we saw conversions being dumped @.00012 eh?
10K: "On May 8, 2018, the Company entered into a conversion agreement with Power Up Lending Group, LTD, relating to a convertible promissory note dated October 20, 2017 with the original principal amount of $78,000 for 100,000,000 shares based on a conversion price of $0.00012 per share "
\
So even in last 10K that ".00016" is BOGUS!
but never mind that B/C even without that nonsense we still come up easily 'doubled' .
Also by his ruse of portraying ownership of 951 billion share. this addition of only 250 mil is just twisting the potential should they be converted at stated price of .96 cent for each of the 10 million
10K: Series A Convertible Preferred Shares ($0.01/share) 250,000,000 250,000,000 (reality though is Halpern's ruse of owning 951 million)
10K: "Total 32,599,515,372"
, I think that now, VWAP or simply LCP in 10 day is fairly .0002 on greater than 90% of toxic loans. and as evidenced around 98%.
So, today @ plenty LCP @ .0002 just on two months ago of $5,631,732 (.0002 - 35% = .00013) 5,631,732 / .00013 = 43,321,015,384.
Now just add the average expenses for the past two months IDK a million buck sounds about right, eh? at least, all derived from loans.. And not to leave out default liabilities penalties, cashless warrants and exploding interest rates. that can be another million easy. Easy being an understatement in one or both accounts: defaulted loans, or expenses and or combined @ only $1 MIL MORE. .
Do the math, it's doubled, in the very least.
"This will see a rise in October."
That's not going to happen either.
U know Crooked Halpern blew 3 million bucks on Bill Shatner in 2010 at the academy awards, trying to sell MAX-HD right? And plenty more preparing for the 'Big Show', eh? You can not get better media exposure than that, yet failed BIG Time!
We advance forward to 2014 with nonsense at your "October" big Show and 4 years later Nothing! Last year at the same show all ya got was a Clown in blue shirt CEO and nothing. First hand, China's got some sweet hookers though. lol
But lets step back a bit,, Where's the Inventor Trammel. BAILED and Crooked Halpern screwed him too. It's in the files, pretty much the whole story too. Halpern told the court Trammel intended to dump his whole 13 million shares... While The Crook says to the court, 'It'll ruin my business' (which, incidentally was complte BS b/c Halpern's Toxic loans were dumping 100's of millions at the very same time) If that don't sound like Trammel was seriously P.O.-ed when he bailed, nothing does..
Now you're buying hype about nonsense this October is gonna be marvelous??
I'm not gonna break your heart just yet but, I've known why this crap shoot has been obsolete for years and conclusively for about a year now..
It's on the net, but jeez, am I the only one who takes a few minutes of time to look it up? dang.. ( for the 3rd or 4th time, Hint: A.I.)
"bullish from here for awhile just from naked short coverings"
It really is astounding as to how simple it is to con people while the actual evidence of what's happening is right there inside the SEC.
MAXD has millions in Death spiral toxic loans, every single one in default.
There are multiple reasons for the default of these loans (*read the contracts! ehh?) but the easiest is understanding that there's not enough shares in the Treasury to pay.. 10 billion authorized and 7 billion dumped. 3 billion left over now while all of the Toxic loans require 3 times reserved.
Can you say: "Default"!
the SEC is watching; has an open case for the past 2 year. , toxic pulling a front run and dump isn't gonna be as simple as previously. You don't think the Connection with Mushlin has anything to do with it? wrong!.
I've said it for months, even over a year, prob. 2, the fundamentals just aint there, it's got to reverse split and dump like hell.
Is it a 'Coincidence' that, Crooked Halpern pulls up some nonsense about shorts??
In Crime, there are no 'coincidences'
What will happen is those notes will convert. being in default tthey'll get cashless (free) warrants where applicable, the 65% or 35% discount to market no longer applies in default.. 50% discounted at best..
Yet for those who do convert they're looking at .0002, discounted too .00012. 50%-ers, .0001.
But is that how low they go?? Nope!
Toxic, NOT you, not the common market will convert their discount for less than .0001 to clearing house where MM's can only sell, you can not buy lower than .0001 while Toxic is dumping up too .00005, (that is 1/2 of .0001, 5 decimal, got it?) plus those free-be's they're getting right now. .
I.E. this garbage NEEDS to reverse split, dump Toxic defaulted (I.E. Halpern's: delusional "short squeeze" he's suckered flippers Into) loans for major discounts or BK...
Speaking of BK, Google's working that up the back side..
"Duh, use your brains, if you can buy your shares way cheaper than the CFO's average then nomatter what your gonna make a profit when you sell yours"
?Duh Use your brains" he does NOT own 951 MILLION shares, he traded them fo convertible preferred series A. They are paying him 8% interest/dividends on a company that's never made a dam penny!
It never needs to make one now and he collects $960,000 a year. Along with self anointed BS salary he's pulling over a million bucks sitting on his A,,
He paid 30 grand in 2007 for this stink sheet, while I have not run the numbers grantastic's claim 'he's pulled 7 million bucks just in stock sales'. It sounds about right though. Not to leave out Mushlin, Halpern's Gifts to him. Gifts more than likly used to front run BS for dumps to get the 7 million bucks, Duh! Add in all the free shares and salary for losing $88 million to date, it's a dam good scheme just as it sits, penniless pump when toxic death spiral loans convert. rinse and repeat. BTW, Mushlin was a working brokjer/pumper in the toxic scam lender company the SEC also caught. same company Halpern was using, duh. Hello!?? Is anybody in there?
A nice haul for 30k,,
Not much different than what he raped out of ZTRIM, caught stealing, and the same types of things his Pal Mushlin recently got caught doing in wellness stock. cheating, front running multiple accounts, manipulating with free shares. Crooked Halpern stole and then bailed with 10 million bucks in stock, and that's not even counting all the obvious BS he did there, like here.
Halpern's criminal behavior is on the net dAY 1 HE'D ENTERED THE MARKET IN 97, Mushin's right there too. [wink]
Yeah duh, if it wasn't for brain, or lack of, these criminals wouldn't get rich on pure 'get-rich-quick' delusion.
"The CFO bought 951 million shares with his own money."
That's pure nonsense. The dude has been doing nothing but making stock out of thin air.
Look here's the SEC page.. Show when Crooked Halpern "bought" those 900 million shares eh>
HE DIDN'T!!!
It's a pump to dump ruse. Tossing a few bucks at it in an attempt to front run. Near exactly what he and Muslin's been doing for several years.
In 2007 he gave himself 45 mil share. For services preformed..
Then in 2008, out of nowhere Crooked Halpern dumps shares and reports his balance as 179,875,000..
So, show how and where Halpern got 179 million shares, eh?
By 2013 Halpern's dumped more than 20 million reporting to own 152,343,182
Now it gets even more interesting:
2015; Crooked Halpern, disclosed where he and best pal, (partner in crime) Mushlin were hiding Halpern's share in Florida corp, HKO, (Hong Kong Opportunities) 120,000,000 share that he traded for 5 million convertible preferred A series. Those share were traded. I.E. his 120 mil share were put back into the treasury stock. Gotta love that deal, paying himself 8% dividends off of 5 million bucks too.
That would leave him with 32 mil shares.
Then oct 2017 he claimed, paid himself dividends, that 1st 5 mil batch; $960,000 interest due (dividend), and turned them into common exchange of 800,000,000. then again it's a trade into another 5 million series A convertible preferred..
Double the sweet; Complete voting control AND, now 8% dividends on 10 million bucks!!
He traded, so, all those share were put back into treasury stock.
Now think a bit.. Last 10k Crooked Halpern, and incidentally, these are suppose-ta be AUDITED???
Last 10K cited the fully diluted to be 24 billion. All biased on current toxic convertible loans, few warrants and options..
They also, just happen to leave out Accurate, actual diluted effect of Halpern's 10 million convertible Preferred.
With adjustments allowed in those series A.. You could find they'd be appropriately applicable; the date; this year Crooked Halpern reports that extra 900 million on >>> .0004, 'Date reported to SEC' . BUT convertible at stated value (.96 cent)
Accordingly Halpern's traded 920 million shares into convertible series preferred A.
I know it's difficult for wise people to concentrate this far so reminder: Halpern traded, put back into the treasury stock some 920 million shares yet out of nowhere he's files 951,068,839.
WTF did Crocked Halpern get 179 million in 2008 out of thin air, and now currently claiming another near 800 million out of thin air too?
It's a ruse as, he's making a claim of shares that are suppose-a-be put back into the treasury.
wise-up [wink]
U can fact check the claims at SEC here: https://www.sec.gov/cgi-bin/own-disp?action=getissuer&CIK=0001353499
Total Current Liabilities 16,091,233
Convertible debt $ 6,213,429
Accumulated deficit -86,201,264
number of shares outstanding As of August 1, 2018, the registrant had 5,985,436,158.
The Company’s obligations to issue shares upon conversion of its outstanding convertible notes, the exercise of stock options and warrants and conversion of its preferred stock (the “Convertible Instruments”) at current market prices for its common stock exceeds by the 28,571,701,530 authorized but unissued shares of Common Stock as of the date of this report (the “Potentially Issuable Shares”). While it is uncertain whether the Company would receive requests to issue all of the Potentially Issuable Shares and the number of such shares fluctuates based on the market price of the Company’s common stock, the Company may increase the number of its authorized shares of common stock or effectuate a recapitalization, or a combination of both, in order to make available additional shares of its Common Stock for the Potentially Issuable Shares. Such action would require shareholder approval. Until such time as the Company has a sufficient number of shares of its Common Stock for issuance to cover the Potentially Issuable Shares, the Company could be subject to penalties and damages to the holders of the Convertible Instruments in the event it does not deliver the Potentially Issuable Shares upon request by a holder of the Convertible Instruments. Furthermore, the lack of available shares of common stock may be deemed a default under one or more of the Convertible Instruments.
https://www.sec.gov/Archives/edgar/data/1353499/000135349918000043/qrt2_2018.htm
,,.. O_o ,,..
;
Ready for more defaulted Toxic loans; Major penalties and interest ?
These, Not to leave out the other $$ millions in default, will ring in the .0001's and reverse split from hell.
"FOR VALUE RECEIVED, Max Sound Corporation. (the “Company”) promises to pay to the order of GS Capital Partners, LLC and its authorized successors and permitted assigns ("Holder"), the aggregate principal face amount of One Hundred Five Thousand Dollars exactly (U.S. $105,000.00) on August 3, 2018 ("Maturity Date") " https://www.sec.gov/Archives/edgar/data/1353499/000135349918000017/convertablenote1.htm
"FOR VALUE RECEIVED, Max Sound Corporation. (the “Company”) promises to pay to the order of LG CAPITAL FUNDING, LLC and its authorized successors and permitted as- signs ("Holder"), the aggregate principal face amount of One Hundred Twenty One Thousand Five Hundred Seventy Eight Dollars and 95/100 cents exactly (U.S. $121,578.95) on August 30, 2018 ("Maturity Date") " https://www.sec.gov/Archives/edgar/data/1353499/000135349918000017/convertablenote2.htm
"Buether & Carpenter is NOT a "Slip and fall" Firm. "
You know, I thought, pretty much, similar. Yet, Don't know where it's at currently; the link too audio recording of appeal hearing 2017. You should try and locate it because, Buether's counter argument over the issues with the Judge sounded like an ambulance chasing, blabbering fool. As I recall, Google's attorney hardly needed a counter point to debate as, the judge worked it for them.
Seriously, I'm totally surprised that Buetner has ever won any case using weak and nonsense counter points, if ya wanna call it that; 'counter point'
Not realized in text perhaps, Blabbering, grouping as he fell down the black hole. So, I recommend you do search for that audio recording. While I haven't seen an audio recording of their last blunder with the failed RICO case, the text or filed documents in the case, of the weak debate points comes as no surprise. [wink]
"The address listed isn’t even a po box?"
Actually, but now it's been a few years, I have actually seen that PO Box inside its location.
Yet as we've witnessed in court filings, it seems they are avoiding google's attempts to notify or certified letters and or documents. And that it's most likely Google's not the only one chasing these creeps. If it's now closed, emptied etc.. It wouldn't be surprising; address was changed to another PO Box center.
Hell, back in Texas; Crooked Halpern was using an auto storage/parking lot, out in the middle of nowhere, as corp address.
IDK what? get mail delivery in open car window or, truck to trunk? Did the mail carrier have a key? LOL
"correspondence with the SEC about the naked shorting"
No, I wouldn't expect to see 'correspondence', maybe but, that BS news is an material event.. Absolutely an 8k would be filed with that news attached. . . anything that's not just BS news that materially affects a company or stockholders interest, most especially related to an SEC investigation. 8K or it's pure BS.
https://www.fool.com/investing/general/2015/06/16/form-8-k-things-you-need-to-know-about-companies-w.aspx
"here is another link where you see MAXD listed"
Now how do you know for sure, absolutely without doubt, these criminals are full of it, there's no SEC investigation of "Naked shorts"? That even the news of this nonsense is BS? No 8k filed!. No mention nor hint in 10Q too!
In fact, if the SEC was really looking at this scam, digging up the past, contacting transfer agent for all named persons or parties who've owned or flipped this crap?? The real criminals; Halpern's front-load pals: Mushlin and buds, would be up too the wall in charges. [wink]
And that too is the important point of Mushlin. Oh the SEC is investigating alright, b/c Halpern has a virtual criminal record with SEC.
Take a look!!
https://www.sec.gov/cgi-bin/browse-edgar?company=max+sound&owner=exclude&action=getcompany
"realistic" understanding of MAXD"
Elaboration; the reality is that, Criminal Halpern and that dope side-Kick CEO Delusional John have, for several years, pumped complete nonsense into this venture. .
Yet worse is Crooked Halpern's Guru; 13 death's and other related nonsense; 'The Universe speaks to and guides me.' . Which, incidentally, he's pawning off to any fools with more money than sense, to be distributors for a mere $200k a pop. Claiming they'll get returns, according to his analysis, of 10 too 20 times the money! LOL
Caught in the 90's illegal stock pumping.
The wreck and ruin of Ztrim and his $10+ million escape umbrella when the SEC caught his thefts and pump to dump pals that incite potential scam tactics Mushlin got caught for.
Caught in cyber theft; stealing other companies motto "Just do it" dot net. And another; sites that directed people to his scam stock pumps. Including sites that are now removed using our congressmen as part of his schemes to lure in for his pump and dump game. .
The life time (1997 to near now in the net) Continuous affiliation, gifting, and consolation services of The proved Con-Mathew Mushlin and his working pump to dump, boiler room, scam partners. (also SEC proved Toxic lender, criminals).
And this just barely begins to open the doors because, his illustrious history on message boards, Accusations, threats of several natures to any opposition under his self delusion as a samurai, untamed, unguided wild and reckless fictional "Rurouni" Online identity. Review his posting history reveals deliberate cryptic, yet moreover, psychotic writings, claiming the riches to behold on the very the day he's signing off massive toxic dilution. The very same day or week, as well, MAXD dumps news which has always proved, just like the online identity of Gurus and Samurai; Pure nonsense.
I.E. Day one Scam Halpern is in the net; there's nothing but hyper delusion; 'get-rich-quick' Boiler room tactic, Cheating, lying, stealing, criminal scams. Moreover the old mattress or bedding advertising ploy; pitch and switch scam.
Opening the curtain of this self proclaimed 'samurai- Guru's' own profile It's fact and reality: There's no samurai protecting the innocent, no Guru sacrifice, just a 'Universal' criminal lining his pockets, fat and wealthy-high life, Rolls Royce, $100-300k autos,, etc. , mansions and excessive liberty off the backs of the weak, old, ignorant and poor. . . [wink]
fake news! Bale out if you must because most do NOT AGREE!
As,, for the past 4 or so years, I alone have been right, and dead on the money in price targets; the only thing "Fake" is the delusion that it's not real or ignorance, > (to what I've said here during this period, 4 or so year). [wink]
This is the 'thing' and exactly why I keep telling yawl it's a ruse, con job, BS none disclosure, virtual lie. Your pal 'Stevie" is running a pump and dump Toxic Death spiral, scam.
He's telling you one thing, These BS contracts citing warrants and conversion option pricing but leaving out the parts of the contracts that detail the allowable adjustments. I.E. he's printing the highest variables, actually nonsensical BS. Leading the ignorant on whimsical trails with nonsense Toxic lender. pricing.
This is the crap Below, that the Toxic lenders have been tossing out the dilution, which is now averaging about .035. They are being converted from cashless warrants and discounts to market. Adjustments your buddy Stevie leaves out of the reports that today, at an estimated discount is probably about .02 cents and exchanging those BS warrant prices as 'Cashless'. B/C that's how they; 'Toxic lenders" operate inside of desperate BS-ing stinky stocks. Most of this crap cashes out after 6 months, 6 MONTHS BEFORE due date. I.E. Market price is one thing while Toxic is usually, in the least, doubling the money. So, if you see market dilution @ .035 You should know, if BS-ing Stevie disclosed the whole DAM contract, Toxic is tossing out, NOW! less than .02 cent and or cashless warrants to double Toxic's take. [wink]:
https://ih.advfn.com/p.php?pid=nmona&article=77295950
"NOTE 21 - SUBSEQUENT EVENTS
Between July1, 2017 and April 12, 2018, the Company entered into Convertible Debenture Agreements to obtain a total of $1,237,000 in gross proceeds from three non-affiliated parties (collectively hereinafter referred to as the “Debenture Holders”). The Debentures have various terms maturing between May 1, 2018 and November 30, 2019. The Debentures bear interest at the rate of 8% per annum and are pre-payable by the Company at any time without penalty. The Debenture Holders have the right of conversion into unregistered and restricted shares of Common Stock at a conversion price of $0.12 per share at any date and will receive an equal number of warrants having a strike price of $0.15 per share and a term of five years. Details of each debenture are below:
On July 20, 2017, the Company entered into Convertible Debenture Agreements to obtain $100,000 in gross proceeds from non-affiliated parties (collectively hereinafter referred to as the “Debenture Holders”). The Debentures had an initial term of one year maturing on January 19, 2018 and bear interest at the rate of 8% per annum. This note was converted under the terms of a settlement agreement dated 20 September 2017.The maturity date was extended to May 1, 2018 in an extension agreement dated April 6, 2018. The debentures are pre-payable by the Company at any time without penalty. The Debenture Holders have the right of conversion into unregistered and restricted shares of Common Stock at a conversion price of $0.12 per share at any date. The Debenture Holders received 250,000 common stock warrants exercisable at $0.15 per share through July 20, 2019.
F- 31
On September 11, 2017, the Company entered into Convertible Debenture Agreements to obtain $150,000 in gross proceeds from non-affiliated parties (collectively hereinafter referred to as the “Debenture Holders”). The Debentures had an initial term of six months maturing on March 11, 2018 and bear interest at the rate of 8% per annum. The maturity date was extended to May 1, 2018 in an extension agreement dated April 6, 2018. The debentures are pre-payable by the Company at any time without penalty. The Debenture Holders have the right of conversion into unregistered and restricted shares of Common Stock at a conversion price of $0.12 per share at any date. The Debenture Holders received 250,000 common stock warrants exercisable at $0.15 per share through September 11,2019.
On September 26, 2017, the Company entered into Convertible Promissory Note in the principal amount of $880,000 from non-affiliated parties (collectively hereinafter referred to as the “Debenture Holders”). $450,000 was paid at closing. The Debentures has a maturity date of on April 26, 2018 and bear interest at the rate of 8% per annum. The Debenture Holders have the right of conversion into unregistered and restricted shares of Common Stock at a conversion price of $0.12 per share at any date. The Debenture Holders received 250,000 common stock warrants exercisable at $0.15 per share through September 11,2019. On November 2, 2017 an additional $225,000 was advanced under this note.
On November 13, 2017, the Company entered into Convertible Debenture Agreements to obtain $27,000 in gross proceeds from non-affiliated parties (collectively hereinafter referred to as the “Debenture Holders”). The Debentures had an initial term of two years maturing on November 13, 2019 and bear interest at the rate of 8% per annum. The Debenture Holders have the right of conversion into unregistered and restricted shares of Common Stock at a conversion price of $0.12 per share at any date. The Debenture Holders received 112,482 common stock warrants exercisable at $0.15 per share through November 13, 2022.
On November 7, 2017, the Company entered into Convertible Debenture Agreements to obtain 100,000 in gross proceeds from non-affiliated parties (collectively hereinafter referred to as the “Debenture Holders”). The Debentures had an initial term of two years maturing on November 7, 2019 and bear interest at the rate of 8% per annum. The Debenture Holders have the right of conversion into unregistered and restricted shares of Common Stock at a conversion price of $0.12 per share at any date. The Debenture Holders received 416,600 common stock warrants exercisable at $0.15 per share through November 7, 2022.
On December 27, 2017, the Company entered into Convertible Debenture Agreements to obtain $75,000 in gross proceeds from non-affiliated parties (collectively hereinafter referred to as the “Debenture Holders”). The Debentures had an initial term of six months maturing on June 30, 2018 and bear interest at the rate of 8% per annum. The debentures are pre-payable by the Company at any time without penalty. The Debenture Holders have the right of conversion into unregistered and restricted shares of Common Stock at a conversion price of $0.12 per share at any date. The Debenture Holders received 250,000 common stock warrants exercisable at $0.15 per share through December 27,2019.
On February 8,2018, the Company entered into Convertible Debenture Agreements to obtain $45,000 in gross proceeds from non-affiliated parties (collectively hereinafter referred to as the “Debenture Holders”). The Debentures had an initial term of six months maturing on August 8, 2018 and bear interest at the rate of 8% per annum. The debentures are pre-payable by the Company at any time without penalty. The Debenture Holders have the right of conversion into unregistered and restricted shares of Common Stock at a conversion price of $0.12 per share at any date. The Debenture Holders received 500,000 common stock warrants exercisable at $0.15 per share through February 8, 2020.
On March 6,2018, the Company entered into Convertible Debenture Agreements to obtain $30,000 in gross proceeds from non-affiliated parties (collectively hereinafter referred to as the “Debenture Holders”). The Debentures had an initial term of six months maturing on September 6, 2018 and bear interest at the rate of 8% per annum. The debentures are pre-payable by the Company at any time without penalty. The Debenture Holders have the right of conversion into unregistered and restricted shares of Common Stock at a conversion price of $0.12 per share at any date. The Debenture Holders received 500,000 common stock warrants exercisable at $0.15 per share through March 6, 2020.
On March 23,2018, the Company entered into Convertible Debenture Agreements to obtain $35,000 in gross proceeds from non-affiliated parties (collectively hereinafter referred to as the “Debenture Holders”). The Debentures had an initial term of six months maturing on September 23, 2018 and bear interest at the rate of 8% per annum. The debentures are pre-payable by the Company at any time without penalty. The Debenture Holders have the right of conversion into unregistered and restricted shares of Common Stock at a conversion price of $0.12 per share at any date. The Debenture Holders received 500,000 common stock warrants exercisable at $0.15 per share through March 23, 2020. "
$1,394,104.9
That's an estimated average of the monetary dilution from April 24, 2018 too Aug 8 2018 @.05
1.3 million bucks and yet the toxic loans are compiling higher.
That's why yawl got a triple bottom on the 10's too.05, and another triple bottom on the .05's. all of which I warned. 'bear triple bottom is the outlook'. and here yawl are, fumbling wit the .03's. Go figure? [grin]
Chart wise, it's showing the fundamental strength and like I've been doing; NAILING IT!!!
It's not just some random thing inside charts when you combine the fundamentals and they're negative, toxic and abusive through insiders cleaning the pot. Cashless and spindling money.
Charting is all the much simpler. [wink]
Getty-up boys and girlies.
The triple top I've been telling about, happened. and yet I said 1st target on the break was and accordingly is: $420, go figure? [grin]
You've, daily, got a positive right shoulder after target: triple top hit.
Go privet or stay? From the prospective of my 4-5 years chartingTSLA: sold to target 180 on double top, advised buys more than twice since, $180's (not dead bottom targets but the safest position) in both shorting targets, 3 killer nail buy/sell ops Nailed. then again add 250's when the sky was falling, hold into triple top.
When ya hit the goal post 'Target' ya always get a back test on support. Follow that back up to the target and watch the breakout. [wink]
The thing is: in a chartist perspective, whether public or privet, it's a bulls future.
[Grin]
.
'greg Halpern doesn't really own the 900 million common shares people keep claiming'
That is correct, but it sure took ya long enough to figure it out. lol. Or did you?
Yet I'll splain why it's true and that Criminal Halpern is creating a ruse, con scheme with the illegal registration claim.
Like the other duplicate fake claims he'ss farting out. Crooked Halpern acts like; "Oh an error that's simple too explain or amend, "So Sarly".
2015; Crooked Halpen, disclosed where he and best pal, (partner in crime) Mushlin were hiding Halpern's share in Florida corp, HKO, (Hong Kong Opportunities) 120,000,000 share that he traded for 5 million convertible preferred A series. Those share were traded. I.E. his 120 mil share were put back into the treasury stock. Gotta love that deal, paying himself 8% dividends off of 5 million bucks too.
Then oct 2017 he claimed, paid himself dividends, that 1st 5 mil batch; $960,000 interest due (dividend), and turned them into common exchange of 800,000,000. then again it's a trade into another 5 million series A convertible preferred..
Double the sweet; Complete voting control AND, now 8% dividends on 10 million bucks!!
He traded, so, all those share were put back into treasury stock.
Now think a bit.. Last 10k Crooked Halpern, and incidentally, these are suppose-ta be AUDITED???
Last 10K cited the fully diluted to be 24 billion. All biased on current toxic convertible loans, few warrants and options..
They also, just happen to leave out diluted effect of Halpern's 10 million convertible Preferred.
With adjustments allowed in those series A.. You could find they'd be appropriately applicable; the date; this year Crooked Halpern reports that extra 900 million on >>> .0004, 'Date reported to SEC' . BUT convertible at stated value (.96 cent)
That's just about another 25 billion to add to the reported 24 billion fully diluted outstanding [wink]
I.E. the current fully diluted outstanding, of record, reported previously , would be about 49 billion.
Sorry but that site is bogus. It's citing shares that sold short of the ask NOT actual shorts. LOL . The only use that commercial site is, watching dilution being tossed down bidders throats. [wink].
.
"setting up a major plan to raise the value of the stock....
"
Right. B/C the major plan about shorts that do NOT exist failed. The dufas sucker plan he's Pulled with Mat Mushlin, [Front run try an pump the stock} didn't work. The BS lies about OEM deals failed, in fact all Scam pump to dump lies have failed.
Except, all that's left is ignorant fools who can't read or comprehend the books and notes in the SEC files.. Stuck up-side down on his 'get-rich-quick' delusions, for 9 years running. Nor actually research all the Crimes Criminal Halpern's gotten caught with.
So what BS con game is left? "We're negotiating" with nobody 'Plan' That's failed 'like 5 times already? LOL.
I'd like to hear about the 10 MILLION bucks Criminal Halpern gave to Liquid Spins, a BS 'like 3-4,000 bucks in total earnings scam, Halpern wrote off to ZERO!.
https://www.sec.gov/Archives/edgar/data/1504136/000107997312000556/liquidspins_s1a5.htm
https://www.sec.gov/Archives/edgar/data/1504136/000107997312000852/liquid_rw.htm
What Idiot would pay that for a hyped up B/S failed business pawning off jingles on cards? and!! Where'd that F-ing 10 MILLION bucks go??
"answers to what this supposed "Comic-Con news" was "
"NO ONE' SAYS: Mathew T. Mushlin's [AKA 'Drunk Mat] history provides a view of what that BS was all about.
The claim was made in news on Apr 18 2018, (https://globenewswire.com/news-release/2018/04/19/1482248/0/en/Max-Sound-to-Present-at-San-Diego-Comic-Con-International.html)
'The Pump and dump volume rose to 775 Million . .0003-.0005. When the big dump nearly crashed it,
That Very day, Apr 18 MAXDump signed a convertible loan agreement : "NOTE 9 SUBSEQUENT EVENTS
"On April 18, 2018, the Company entered into an agreement whereby the Company will issue up to $135,000. The note matures on April 18, 2019and bears an interest charge of 8%. The conversion price equals the “Variable Conversion Price”, which is 65% of the lowest trading prices for the Common Stock during the 10 day period ending on the latest day prior to the conversion date. The holder of the note has a right to convert all or any part of the outstanding unpaid principal amount into shares of common stock after six months. The Company received $119,185 of proceeds on April 20, 2018."
https://www.sec.gov/Archives/edgar/data/1353499/000135349918000017/qrt1_2018.htm
Yet On April 20 directly after all the pump, the volume rose to 1 billion, and on that day MAXDump got the cash.. It followed 3 days with volume of more than 2 billion. 'THE DUMP'!!
NEARLY IDENTICAL TO WHAT Criminal MAT WAS DOING WITH CGI:
Sign loan, Transfer stock to lender, who dumps it and fund after criminal lender sold the shares. !!!!!!! Go figure?
To fact 'Drunk Mat' was working with ICG USA, LLC
425 North Martingale Road
Schaumburg, IL 60173
when they got caught lending to MAXD. In Fact CGI's only ownership of stock ever recorded to SEC was MAXD SC13D and SC13/A . https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001587116&owner=include&count=40
Mat and ICG were giving loans but MAXD and other stocks had to supply the shares before getting the cash.. CGI sold them until they'd raised the money. CGI was suspended for 5 years barred from securities and penny stock; fined more than $4.3 million in penalties.
""SEC Charges Stock-Based Lender With Selling Billions of Penny Stock Shares as Unregistered Broker-Dealer
FOR IMMEDIATE RELEASE
2015-18
Washington D.C., Jan. 29, 2015 —
https://www.sec.gov/news/pressrelease/2015-18.html
SEC summery: "ICG, its co-founders Brian R. Nord and Larry Russell Jr., and its former COO Todd J. Bergeron, ICG presented itself as a stock-based lender. ICG systematically sold stock obtained as collateral for at least 149 stock-based loans, but failed to register with the SEC as a broker-dealer. On average, ICG began selling the collateral shares it received through each loan three days before closing and funding the loan, and completed the sale of all remaining shares within two weeks of receiving the stock. In many instances, ICG did not provide money to the customer until the stock had been sold in an amount sufficient to fund the loan. On several occasions, ICG also violated the securities registration provisions by distributing unregistered stock that it acquired from issuers or their affiliates. Nord, Russell, and Bergeron directed, authorized, or participated in these transactions."
April 18-20 2018 , pump and dump, more than 2 billion volume loan and payments
'COINCIDENCE???
'In crime; They are no "Coincidences' [wink]
"paid emails which recipients quickly delete. "
U said: "Recipients!!" That's two points for you!!
Point # 1"
1. Pursuant to an agreement dated March 19, 2013, Gregory Halpern agreed to transfer 2,000,000 shares to Matthew Muslin for $10.00 and in consideration for past services rendered. "
https://www.sec.gov/Archives/edgar/data/1353499/000121390014000437/xslF345X03/f4031913halpern_maxsnd.xml
And Bonus point # 2 !!!!!
'The Recipient': Drunk Mat's morning DT's: Click link if video fails to run episode: 'Ha! Ha! Ha!, Ha!'
"Ha! Ha! Ha! Ha!"
https://vimeo.com/178250338
<iframe src="https://player.vimeo.com/video/178250338" width="640" height="1138" frameborder="0" webkitallowfullscreen mozallowfullscreen allowfullscreen></iframe>
<p><a href="https://vimeo.com/178250338">Matthew Mushlin</a> from <a href="https://vimeo.com/user50392735">Source Living - The Recipient</a> on <a href="https://vimeo.com">Vimeo</a>.</p>
"It's worded as if a six-year-old non English-speaking individual wrote it "
Biased on the user name then; Mexico, I get that garbage regularly. And you're correct, the idiots write worse than me. Prob the cheapest email scam promoter available to the Clown Criminals inside this scam.
And when I say; I get this crap all the time, I also mean, I usually take a quick look at who they're pumping. They're idiots who can't write or pumping spit through foreign outlets and always promoting dead spit.
An excellent signal for shorts, real shorts verses the imaginary ones Criminal Halpern touts, to hop on for the death spiral funeral. And, signaling that; Death spiral loans are getting primed for more dump.
In this case, fundamentally speaking; it's either over, dead, reports end or reverse split follows it.
Cheap A-- foreign promos are desperate criminals who are using them to hide from the SEC.
Here's a reality check, up-date for ya.. Mathew Mushlin. Working along side of criminal Halpern since 1997-8 in SEC files, listed as manager of Crooked Halpern's MAXD shares in HK opportunities Florida, . Gifts and consultant payments through all these years, , etc/..
This is Mat, aka Drunk Mat's, profile, what he does.
Boiler room hustler, liar, cheat and thief, con artist, shill bidder, short and cover, prop, fake, false bidding etc. pumper promoter all in one. . fake profiles, you name it,, that's criminal halpern and drunk Mat's game.
read every line of Drunk Mat's criminal accounts inside this SEC file!!
https://www.sec.gov/litigation/admin/2018/33-10480.pdf
Reality check this: Stick drunk Mat's profile in MAXD and you know why this scam fails.
UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
SECURTIES ACT OF 1933
Release No. 10480 / April 12, 2018
SECURITIES EXCHANGE ACT OF 1934
Release No. 83034 / April 12, 2018
INVESTMENT COMPANY ACT OF 1940
Release No. 33072 / April 12, 2018
ADMINISTRATIVE PROCEEDING
File No. 3-18434
In the Matter of
MATTHEW T. MUSHLIN
Respondent.
ORDER INSTITUTING PUBLIC ADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS, PURSUANT TO SECTION 8A OF THE SECURITIES ACT OF 1933, SECTIONS 15(b) AND 21C OF THE SECURITIES EXCHANGE ACT OF 1934, AND SECTION 9(b) OF THE INVESTMENT COMPANY ACT OF 1940, MAKING FINDINGS, AND IMPOSING REMEDIAL SANCTIONS AND A CEASE-AND-DESIST ORDER
I.
The Securities and Exchange Commission (“Commission”) deems it appropriate and in the public interest that public administrative and cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 8A of the Securities Act of 1933 (“Securities Act”), Sections 15(b) and 21C of the Securities Exchange Act of 1934 (“Exchange Act”), and Section 9(b) of the Investment Company Act of 1940 (“Investment Company Act”) against Matthew T. Mushlin (“Respondent”).
II.
In anticipation of the institution of these proceedings, Respondent has submitted an Offer of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission, or to which the Commission is a party, and without admitting or denying the findings herein, except as to the Commission’s jurisdiction over him and the subject matter of these proceedings, which are admitted, and except as provided herein in Section V, Respondent consents to the entry of this Order Instituting Administrative and Cease-And-Desist Proceedings, Pursuant
2
to Section 8A of the Securities Act of 1933, Sections 15(b) and 21C of the Securities Exchange Act of 1934, and Section 9(b) of the Investment Company Act of 1940, Making Findings, and Imposing Remedial Sanctions and Cease-And-Desist Order (“Order”), as set forth below.
III.
On the basis of this Order and Respondent’s Offer, the Commission finds1 that:
A. SUMMARY
1. Between 2012 and 2017, Matthew T. Mushlin solicited purchases of approximately $2,000,000 worth of stock in a microcap company named Wellness Center USA, Inc. (“Wellness”) through a series of private placement offerings. Mushlin collected $232,925 in commissions for acting as an unregistered broker in violation of the Exchange Act. During the same time period, Mushlin, in coordination with Wellness’ Chief Executive Officer Andrew Kandalepas, placed manipulative trades in Wellness stock. Mushlin frequently purchased and sold small quantities of Wellness stock in the open market to stabilize or increase Wellness’ stock price, to create the appearance that Wellness stock was actively traded, and to generate market activity in Wellness stock, and to induce others to buy Wellness stock.
B. RESPONDENT
2. Matthew T. Mushlin (“Mushlin”), age 49, resides in Fort Lauderdale, Florida. From 2012 through 2017, Mushlin raised nearly two million dollars in capital for Wellness and he participated in multiple offerings of Wellness stock, which is a penny stock. From 1993 to 2001, Mushlin was a registered representative associated with a broker-dealer registered with the Commission, but he has not been associated with a registered broker-dealer since then. He is the managing member of Equinox One Consulting, LLC (“Equinox”), a Florida limited liablity company that purportedly helps companies identify capital and business opportunities.
C. OTHER RELEVANT ENTITIES
3. Wellness Center USA, Inc. is a Nevada corporation formed in June 2010 with its principal place of business in Hoffman Estates, Illinois. Since 2012, Wellness’ common stock has been quoted on the Over-the-Counter Bulletin Board under the symbol WCUI.
4. Andrew J. Kandalepas (“Kandalepas”) was at all relevant times the President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors of Wellness.
1 The findings herein are made pursuant to Respondent's Offer of Settlement and are not binding on any other person or entity in this or any other proceeding.
3
D. FACTS
Background
5. Wellness was originally an online vitamin and nutritional supplement distributor, and subsequently through a series of acquisitions became the holding company for four subsidiaries involved in the alternative medicine and healthcare sectors. Since Wellness’ formation in 2010, Wellness has primarily funded its operations through sales of stock, having raised approximately $18.6 million since 2011. Kandalepas has unilaterally controlled all of Wellness’ business functions and operations since its inception.
6. In 2012, Mushlin became a Wellness shareholder. Between 2012 and 2015, Mushlin acquired hundreds-of-thousands of Wellness shares on the open market and through private subscription agreements. At one point in 2015, Mushlin owned approximately 500,000 Wellness shares.
7. Beginning in or around 2012, Wellness, through Kandalepas, retained Mushlin and/or his business Equinox to provide consulting services, which included identifying and introducing the company to potential investors and funding sources. Mushlin was never a Wellness employee and, until 2017, Mushlin never had a consulting agreement with the company. Mushlin was compensated in 2013, 2015 and 2017 based on the amount of money his contacts invested in Wellness during those years.
Mushlin’s 2013 And 2015 Wellness Capital Raises
8. In 2013 and 2015, Mushlin received compensation from Wellness in exchange for facilitating the purchase of approximately $1,500,000 of Wellness securities from more than 30 investors. Mushlin was involved at every key phase of the transactions. Mushlin solicited investors for Wellness by calling individuals who previously had invested in other issuers based on Mushlin’s recommendations, by sending unsoliciated emails to his investor contacts, often with promotional materials attached, and by meeting with potential investors or their agents. Mushlin also soliciated registered representatives that managed discretionary accounts to encourage them to buy Wellness stock for their customers.
9. Mushlin promoted Wellness as an excellent investment opportunity and made predictions about its profit potential. Mushlin advised his investor contacts that Wellness was “quickly becoming one of the most important companies of our time in the alternative medicine space” and that its stock price was positioned to increase. In phone calls with his investor contacts, Mushlin advised that Wellness was quick money, well-priced, and positioned to take-off. He also told his investor contacts that he had been successfully treated by Wellness’ medical products.
10. Mushlin recommended that his contacts invest in Wellness through private placement offerings. Several investors cited his investment advice as a reason why they purchased Wellness stock.
11. In addition to soliciting investments and providing advice, Mushlin interposed himself as an intermediatory between his investor contacts and Wellness at key points of the
4
securities transactions. He sent blank subscription agreements, warrants, and suitability questionnaires to his investor contacts, often with instructions on how to complete the forms. He instructed investors to return the completed form to him so he could pass them along to Wellness. He advised his investor contacts on how and where to send their payments to Wellness. He distributed Wellness stock certificates and warrants. Mushlin’s investor contacts advised him when they sent money to Wellness and when they wanted to execute warrants. They contacted Mushlin if they had any questions regarding Wellness or their investments.
12. In exchange for his fundraising efforts and involvement at key points of the transactions, Mushlin received transaction-based compensation. Wellness paid Mushlin approximately 10% of the total amount of funds he raised for the company. The timing and amount of Mushlin’s compensation were directly tied to when, and how much, his investor contacts invested in Wellness. For example, in August 2013, Wellness paid Mushlin more than $38,000 in commissions tied to investments made by his investor contacts. In October 2013, it paid him nothing. If Mushlin did not secure investments, then he did not get paid.
13. Mushlin documented his payment arrangement with Wellness in communications with Kandalepas. At one point in 2013, Mushlin sent Kandalepas a list of investors that he was responsible for securing with the amounts each invested, and calculated his 10% fee based on those investments.
14. In 2013, Wellness paid Mushlin $156,950 for his efforts in soliciting and securing investments for Wellness.
15. In 2015, Wellness paid Mushlin’s company, EquinoxOne, $35,975 for Muhslin’s efforts in soliciting and securing investments for Wellness.
Mushlin’s 2017 Wellness Capital Raise
16. In or around April 2017, Mushlin continued to solicit investments for Wellness. In April 2017, one of Mushlin’s contacts made a $400,000 “strategic investment” in Wellness, with Mushlin helping to connect the investor with Wellness. The same month, Wellness paid Mushlin $40,000 – equal to 10% of his contact’s investment – ostensibly for business consulting services pursuant to a consulting agreement entered into in late March or early April 2017.
Mushlin’s Manipulative Wellness Trading
17. Between March 2012 and July 2015, Mushlin purchased and sold nearly 4,000,000 shares of Wellness securities on the open market. During this time, Mushlin coordinated his trading of Wellness stock with Kandalepas to support Wellness’ stock price. Much of the trading occurred during periods when Mushlin was raising capital for Wellness through private placement offerings and was touting the stock to his investor contacts.
18. Kandalepas and Mushlin were in daily contact during this period, and Kandalepas regularly told Mushlin to buy Wellness stock in the open market. Kandalepas would contact Mushlin nearly every trading day, sometimes multiple times in a day, to ask Mushlin to help prop up Wellness stock price. Kandalepas instructed Mushlin to buy Wellness stock “at the offer.”
5
Mushlin understood this to mean that he was to purchase Wellnes stock on the open market at the then-current best offer price, resulting in a boost to Wellness’ stock price. Mushlin and Kandalepas worked in tandem and bought Wellness stock on the same day to boost the stock price and generate volume.
19. Mushlin executed these trades to stabilize or increase Wellness’ stock price, to create the appearance that Wellness was an actively traded stock, and to generate market activity and volume. He did this to induce others to buy Wellness stock in the open market and to make the stock more attractive as he raised money in private placements.
20. Mushlin intentionally limited the quantity of Wellness stock he purchased on any given day to give himself the ability to trade more often. Mushlin understood that an actively traded stock was more appealing to potential investors and that his trades were needed to increase the price of Wellness stock. So, Mushlin purchased relatively small quantities of Wellness stock over the course of several days, months, and years. Despite owning several hundreds-of-thousands of Wellness shares, Mushlin made approximately 650 Wellness trades of 5,000 shares or less and approximately 300 Wellness trades of 1,000 shares or less. These small trades served no economic purpose, especially in light of the transaction costs Mushlin incurred to make them.
21. Between March 2012 and July 2015, Mushlin executed over 800 transactions involving Wellness stock, trading nearly every day the market was open. On multiple occasions, Mushlin both purchased and sold Wellness stock without any apparent trading strategy.
Violations
22. As a result of the conduct described above, Mushlin willfully violated Section 15(a) of the Exchange Act, which prohibits any broker from using interstate commerce to effect a transaction in securities or to induce or attempt to induce the purchase or sale of any security unless the broker is registered with the Commission or associated with a registered broker-dealer.
23. As a result of the conduct described above, Mushlin willfully violated Sections 17(a)(1) and (3) of the Securities Act and Section 10(b) of the Exchange Act and Rules 10b-5(a) and (c) thereunder, which prohibit fraudulent conduct in the offer or sale of securities and in connection with the purchase or sale of securities.
Undertaking
24. In connection with this action and any related judicial or administratve proceeding or investigation commenced by the Commission or to which the Commission is a party, Respondent Mushlin (1) agrees to appear and be interviewed by the Commission staff at such times and places as the staff requests upon reasonable notice; (2) will accept service by mail or facsimile transmission of notices or subpoenas issued by the Commission for documents or testimony at depositions, hearings, or trials, or in connection with any related investigation by the Commission staff; (3) appoints his undersigned attorneys as agents to receive service of such notices and subpoenas; (4) with respect to such notices and subpoenas, waives the territorial limits on service contained in Rule 45 of the Rules of Civil Procedure and any applicable local rules,
6
provided that the party requesting the interview or testimony reimburse his travel, lodging, and subsistence expenses at the then-prevailing U.S. Government per diem rates; and (5) consents to personal jurisdiction over him in any United States District Court for purposes of enforcing any such subpoena.
25. In determining whether to accept Respondent Mushlin’s Offer, the Commission has considered this undertaking.
IV.
In view of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions agreed to in Respondent Mushlin’s Offer.
Accordingly, pursuant to Section 8A of the Securities Act, Sections 15(b) and 21C of the Exchange Act, and Section 9(b) of the Investment Company Act, it is hereby ORDERED that:
A. Respondent Mushlin cease and desist from committing or causing any violations and any future violations of Section 17(a) of the Securities Act and Sections 10(b) and 15(a) of the Exchange Act and Rule 10b-5 thereunder.
B. Respondent Mushlin be, and hereby is:
barred from association with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization;
prohibited from serving or acting as an employee, officer, director, member of an advisory board, investment adviser or depositor of, or principal underwriter for, a registered investment company or affiliated person of such investment adviser, depositor, or principal underwriter; and
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.
C. Any reapplication for association by the Respondent Mushlin will be subject to the applicable laws and regulations governing the reentry process, and reentry may be conditioned upon a number of factors, including, but not limited to, the satisfaction of any or all of the following: (a) any disgorgement ordered against the Respondent, whether or not the Commission has fully or partially waived payment of such disgorgement; (b) any arbitration award related to the conduct that served as the basis for the Commission order; (c) any self-regulatory organization arbitration award to a customer, whether or not related to the conduct that served as the basis for
7
the Commission order; and (d) any restitution order by a self-regulatory organization, whether or not related to the conduct that served as the basis for the Commission order.
D. Respondent Mushlin shall, within 14 days of the entry of this Order, pay disgorgement of $232,925.00, prejudgment interest of $23,101.36, and a civil money penalty of $240,000.00 to the Securities and Exchange Commission for transfer to the general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3). If timely payment is not made, additional interest shall accrue pursuant to 31 U.S.C. §3717 and SEC Rule of Practice 600.
Payment must be made in one of the following ways:
(1) Respondent Mushlin may transmit payment electronically to the Commission, which will provide detailed ACH transfer/Fedwire instructions upon request;
(2) Respondent Mushlin may make direct payment from a bank account via Pay.gov through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or
(3) Respondent Mushlin may pay by certified check, bank cashier’s check, or United States postal money order, made payable to the Securities and Exchange Commission and hand-delivered or mailed to:
Enterprise Services Center
Accounts Receivable Branch
HQ Bldg., Room 181, AMZ-341
6500 South MacArthur Boulevard
Oklahoma City, OK 73169
Payments by check or money order must be accompanied by a cover letter identifying Matthew T. Mushlin as a Respondent in these proceedings, and the file number of these proceedings; a copy of the cover letter and check or money order must be sent to Jeffrey A. Shank, Assistant Regional Director, Division of Enforcement, Securities and Exchange Commission, 175 W. Jackson Boulevard, Suite 1450, Chicago, Illinois 60604.
E. Amounts ordered to be paid as civil money penalties pursuant to this Order shall be treated as penalties paid to the government for all purposes, including all tax purposes. To preserve the deterrent effect of the civil penalty, Respondent Mushlin agrees that in any Related Investor Action, he shall not argue that he is entitled to, nor shall he benefit by, offset or reduction of any award of compensatory damages by the amount of any part of Respondent Mushlin’s payment of a civil penalty in this action (“Penalty Offset”). If the court in any Related Investor Action grants such a Penalty Offset, Respondent Mushlin agrees that he shall, within 30 days after entry of a final order granting the Penalty Offset, notify the Commission's counsel in this action and pay the amount of the Penalty Offset to the Securities and Exchange Commission. Such a payment shall not be deemed an additional civil penalty and shall not be deemed to change the
8
amount of the civil penalty imposed in this proceeding. For purposes of this paragraph, a “Related Investor Action” means a private damages action brought against Respondent Mushlin by or on behalf of one or more investors based on substantially the same facts as alleged in the Order instituted by the Commission in this proceeding.
V.
It is further Ordered that, solely for purposes of exceptions to discharge set forth in Section 523 of the Bankruptcy Code, 11 U.S.C. §523, the findings in this Order are true and admitted by Respondent, and further, any debt for disgorgement, prejudgment interest, civil penalty or other amounts due by Respondent under this Order or any other judgment, order, consent order, decree or settlement agreement entered in connection with this proceeding, is a debt for the violation by Respondent of the federal securities laws or any regulation or order issued under such laws, as set forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. §523(a)(19).
By the Commission.
Brent J. Fields
Secretary
$GE Steady as she goes, as proposed; 6/20/18 weekly outlook {below} cover target fairly nailed on $12.61, double bottom is setting in yet, a bit uneasy with right leg ($12.61) lower than left. U wanna have a conformation signal at the $15.50's then test support in 14's, but does not test them ,12's again, or else. providing the 14-15's reside; the conformation of double bottom would be; for it to beak the 15's and refill the cup back to the $19's with a $15 consideration of stop loss should it fail $20. $12.50 stop if double bottom fails.
"Why did he not rebuy that 800 million shares."
LOL Seriously? LOL
Why would he? LOL! that 800 Mill share is worth 160,000 bucks now. Go figure? Literally.
Just a few months before Halpern drove this death spiral into its impending reverse split . 'Like' You didn't see that coming? LOL
'Coincidently', he nabbed himself 500 million preferred share collecting 8% interest off of 5 MILLION DOLLARS!!!!!!!
And NOW. MAXD SHAREHOLDERS OWE HIM MORE THAN 1.2 MILLION DOLLARS A F!! YEAR!!!
He's virtually collecting dividends off of NOTHING!!!!!
Geez, lol it's not simply gullibility-- Crooked Halpern's sucking out but, just plain ignorance.
WTF IS Crooked Halpern getting MORE THAN A MILLION DOLLARS A YEAR!!!?????
Duh!
Oh, it's "the illegal
naked shorts fault"? MAH< HA! HA! HA!
'Fidelity Scores MAXD'
Speaking of nonsense, Fidelity scores don't cover stinkies and scams.
Nonsense Criminal Halpern talked the same talk, the same walk when shorting ZTRIM in toxic and thefts. Stealing, pillaging and out right bogus legal suit over the patent rights. Pumping the net with nonsense on a patent he'd tried to steal.
Then when the whole mount of Poop fell, Criminal Halpern loaded up his bag with more than 10 million Dollars in Ztrim's stock and bailed because, here's where the SEC had finally caught up to Criminal Halpern as well. AMEX Kicked him and band of boiler room cons out of the AMEX due to insider theft and various cover-ups involving the boiler pack, plus;
"-- Failure to report in the Company's filings with the Securities and
Exchange Commission ("SEC") that certain officers and directors of the
Company had failed to timely and/or completely file certain of their
SEC Forms 3, 4 and 5, in violation of Sections 134 and 1101 of the
Guide. The Amex staff noted approximately 30 instances involving a
total of 9 reporting persons over the past 5 years that Forms 3, 4 or 5
were not completely or timely filed.
-- Failure by the Company's board of directors to subject a certain
related party transaction to review by the Audit Committee, in
violation of Section 120 of the Guide.
-- Granting certain stock options in a manner that is contrary to the
terms of the Company's stock option plans, in violation of Section 711
of the Guide. Specifically, the Amex staff noted 17 stock option
grants for an aggregate of 1,825,000 shares where the exercise price
was lower than the fair market value on the date of grant, and two
stock option grants for an aggregate of 1,605,000 shares to the
Company's then CEO with an exercise price equal to the fair market
value on the date of grant as opposed to 110% of fair market value as
required by the Company's stock incentive plans.
-- Failure to properly account for the stock option grants with exercise
prices below fair market value by recording non-cash compensation
charges on its income statements for the applicable periods, in
violation of Sections 134 and 1101 of the Guide.
-- Failure to provide certain information to the Amex that was reasonably
requested, in violation of Section 132(e) of the Guide.
-- In light of the foregoing deficiencies, that the Company has internal
control weaknesses that resulted in the Company and/or its management
engaging in operations which, in the opinion of the Amex, are contrary
to the public interest, in violation of Section 1003(f)(iii) of the
Guide."
What's up with Platinum? Futures monthly chart is showing a triple bottom heading in. Why would it be shorted into it? Are auto manufactures eliminating it? What the heck?
Triple bottoms are the sign of the bear. Alternatively, gold and silver go up when the bears are eating Platinum's cows. Yet, they're just hanging, sort of steady. They are low but A bear triple bottom on Platinum; that's a hard hit followed by a dead cat bounce, reverse, and to hell it goes..
Why would it do that? B/C much less often, counter to the bear is an unusual Bull triple bottom.
On a Monthly scale, the bull could rise for a decent duration: a year or ao maybe more?..
What fundamental value does Platinum have to make the bulls bounce on the target? I mean, They'll pounce on a triple bottom hit, it'll bounce up,, but What does it need to prevent the bears from eating dead cats and cows?
Hit 1 2008-9
Hit 2 2015-6
Hit 3; futures showing it to occur in 2018-19.