7.7 million shares? Ted, are you giving up finally?

Check out Netco and Cyberlux, two more NIR companies. You might be looking at the future of PCLI.

I don't pretend to be an expert on any of this. What would happen to the shell if PCLI declared bankruptcy?

Make sure you provide copies of every post Ted made, especially those in the last weeks, where he claimed to buy more stock based on poor information.

I have no inside information. I am just absolutely stunned that an investor who claims to have great experience in dealing with penny stocks would make the great leap that you have made in believing the Dominos connection and doubting the NIR connection. Gelmon is now CEO of three failing companies. You don't see a pattern here????

As for the hedge funds, you have no idea what kind of deal they were given on stocks by Bruce Newman in order to get the financing they offered.

Take a look at the stock volumes during the first quarter of the year. Huge amounts of stock traded during that time. You have no idea what kind of discounts NIR was given for the stock they got for the money they gave to PCLI. They could have made their money back already and then some. Now let's say they do sell the sell for $500K. It's just the cherry on top of the cake.

Here's a possible reason why...

http://www.publicfinancial.com/PublicShell.htm

What is a public shell?

Every company that goes public believes it will grow and increase its share value. Often, companies run into trouble; they can run out of funding, have production problems, distribution problems, management/employee problems, lawsuits, etc. So what happens when a public company goes "out of business"?

Good question.

In many cases, these defunct companies maintain their public trading status and become "shell" companies. They generally have no business operations, little if any assets and trade for pennies. Some people think that these companies are worth a lot of money. Why? Because private companies that want to become public can purchase control of the shell in order to become public itself. It works like this: a fictitious HiTech Corp. goes public at $20.00 per share but several months or years later, runs into trouble and then closes down its business.

Although the company no longer has any operating business or any assets, the remaining officers and directors decide to maintain the trading status. The stock continues to trade sporadically at pennies per share. Along comes fictitious Genetic Biotech Corp.

Genetic Biotech Corp. wants to go public but can't find an underwriter to raise capital for the high risk business, and it doesn't want to wait the six to nine months it often takes to go public through a Direct Public Offering. Genetic Biotech Corp. needs to raise additional capital, wants to conduct mergers and acquisitions, needs to provide stock option incentives to their employees and wants to provide their existing private placement investors with some liquidity - so they want to go public.

The officers and directors of Genetic Biotech Corp. have heard some benefits of doing a reverse merger with a public shell company. They ask around and find that HiTech Corp. closed down its operations and have a bunch of angry stockholders who originally bought stock in their IPO at $20.00 per share...and it's now trading for just a few pennies.

HitTech Corp. management knows that their shell company is worth a lot to Genetic Biotech Corp, so they offer to sell majority control of their company. And, it only costs $500,000 plus a few million dollars worth of stock! What a bargain!

The two companies retain lawyers and they consummate a merger transaction whereby the officers, directors and shareholders of Genetic Biotech Corp. take control of HiTech Corp. The remaining officers and directors of HiTech Corp. resign and the Genetic Biotech people take over. After the merger, the public shareholders of HiTech Corp. own stock in Genetic Biotech. The public company's name is then changed to Genetic Biotech and wholla! Genetic Biotech is now public!

Which question, Ted? About the Dominos connection? I don't think I could have been more clear. It's a coincidence, that's all, and has nothing to do with US Dominos.

I've already explained that. I thought you were able to digest info but you seem to need very literal explanations.

No neeed to get into a pissing contest again, Ted. If you question my motives, then I question yours. Why would someone who has purportedly lost so much money on this stock turn around and buy more stock based on the fact that the new CEO has a past connection with Dominos Canada? Makes no sense to me. Makes you look like a pumper. Again.

Well here is the latest update on the TitleMatch site.

http://www.titlematch.com/who-we-are.html

Who we are? Completely blank. Says it all.

FYI

MOD Systems, Domino's talk dinner and a movie
Manufactured-on-demand DVD delivered with pizza
By Susanne Ault -- Video Business, 6/18/2008

JUNE 18 | LOS ANGELES—MOD Systems and Domino’s Pizza are in talks to give consumers the opportunity to have their pizza and movie delivered by the same person, according to participants at Wednesday’s Entertainment Supply Chain Academy here.

MOD Systems has been testing music manufacturing-on-demand to CD and/or portable device through kiosk installations at Best Buy. But retailers, including pizza chain Domino’s, see value in offering impulse produced DVDs as a new revenue stream.

The idea is that a Domino’s customer could order a pizza plus a movie of their choice and both would be churned out at the storefront for home delivery.

By using an MOD method, the threat of extra inventory getting stolen would be limited, said Anthony Bay, MOD Systems chairman. Manufacturing-on-demand video or audio content exists digitally online and is burned onto DVD or CD only when prompted.

“We are talking with Domino's,” said Bay. “The thought that they are sending out cars with expensive gas is making them need to find ways to drive revenue. They have no way to manage shrinkage, but we can help with that.”

MOD Systems is understood to be negotiating with all the studios to start offering films through manufacturing-on-demand. However, the company hasn’t formally announced securing those rights to major films yet.

NIR provided the toxic financing to PCLI. It's no more of a stretch to think that they recommended Gelmon as CEO than your implication that PCLI might have a potential deal with Dominos based on Gelmon's former involvement with Dominos.

I think Gelmon is a figurehead because of the NIR connection, NOT the Dominos connection. IMHO.

Just as IMHO, I don't believe anyone will receive a phone call back from Gelmon.

Michael Gelmon was appointed as CEO of Paperfree Medical Solutions on May 21, 2008. Address on the authorization letter: NIR offices.

He is the CEO of Banyan Corp. NIR (aka AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners, LLC, New Millennium Capital Partners II, LLC ) holds the paper on Banyan.

Now he's been appointed CEO of Protocall. Who provided the toxic financing to PCLI? NIR.

Coincidence? I don't think so.

Greenfield's investment was worthless at this point. So was Anzer's and he had no say because he wasn't on the board.

Newman got pushed out. The hedge fund took the company.

I'm afraid you are naive.

What exactly does he have to lose here? He hasn't had business with Domino's Pizza of Canada since 1997, over 11 years ago. Canadian franchises and US franchises are completely separate entities so why anyone came to the conclusion that he had any connection with the US is quite a stretch.

He's a Canadian lawyer. Can't practice in the US. Any business dealings in the US will have no impact on his Canadian businesses.

So what exactly does he have to lose?

He's a figurehead installed by the hedge funds with, in all likelihood, absolutely no investment in PCLI.

Keep calling. Your messages are going right in the circular file (the garbage can!).

IMHO

Again....hedge fund involvement with Mr. Ribotsky. See point 2. Looks like standard MO for these guys.

Form 8-K for PAPERFREE MEDICAL SOLUTIONS, INC.

28-May-2008

Change in Directors or Principal Officers


ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

1. RESIGNATION OF REGISTRANT'S DIRECTORS:

PaperFree Medical Solutions, Inc., a Nevada corporation (the "Corporation") accepted the resignations of David Bailey, T. Marshall Wilde, and William L Sklar. Effective May 21, 2008, they will no longer serve as directors and officers of the Corporation.

The resignation was not motivated by a disagreement with the Registrant on any matter relating to the Registrant's operations, policies or practices.

2. APPOINTMENT OF REGISTRANT'S OFFICERS AND DIRECTORS:

As recommended by The N.I.R. Group LLC, on May 21, 2008 Michael Gelmon was appointed Chairman, President, Secretary, Treasurer, Director and Chief Financial Officer of the Registrant.

So the only person left at Protocall is Brenda Newman. What's her role in all of this?

Hate to burst your bubble....but sounds like they bought the shell so they can launch their chiropractic company in the US. A reverse merger just like PCLI did with Quality Exchange.

And look at the name of one of the managers...Corey Ribotsky. It's the hedge funds all over again.

Banyan Corp/OR · 10KSB · For 12/31/05 · EX-4.14
Filed On 4/17/06 4:23pm ET · SEC File 0-26065 · Accession Number 1062993-6-1088
in Show and
Help... Wildcards: ? (any letter), * (many). Logic: for Docs: & (and), | (or); for Text: | (anywhere), "(&)" (near).

As Of Filer Filing As/For/On Docs:Pgs Issuer Agent

4/17/06 Banyan Corp/OR 10KSB 12/31/05 8:58 Automated Filing..Inc/FA

Annual Report -- Small Business · Form 10-KSB
Filing Table of Contents

Document/Exhibit Description Pages Size

1: 10KSB Annual Report for the Fiscal Year Ended December HTML 361K
31, 2005
2: EX-4.14 Form of Letter Agreement Dated February 8, 2006 HTML 10K
3: EX-10.23 Advance Promissory Note Dated January 1, 2006 HTML 8K
4: EX-23.1 Consent of Schwartz Levitsky Feldman Llp Dated HTML 6K
April 17, 2006
5: EX-31.1 Section 302 Certification of the Ceo HTML 9K
6: EX-31.2 Section 302 Certification of the Cfo HTML 9K
7: EX-32.1 Section 906 Certification of the Ceo HTML 6K
8: EX-32.2 Section 906 Certification of the Cfo HTML 6K


EX-4.14 · Form of Letter Agreement Dated February 8, 2006
This is an EDGAR HTML document rendered as filed. [ Alternative Formats ]
Filed by Automated Filing Services Inc. (604) 609-0244 - Banyan Corporation - Exhibit 4.14


BANYAN CORPORATION
1925 Century Park East, Suite 500
Los Angeles, California 90067

February 8, 2006

AJW Partners, LLC
AJW Offshore, Ltd.
AJW Qualified Partners, LLC
New Millennium Capital Partners II, LLC
1044 Northern Boulevard
Suite 302
Roslyn, New York 11576

Re: Banyan Corporation (the “Company”)

Ladies and Gentlemen:

This letter sets forth the agreement of the parties hereto to amend the conversion price of certain notes which are convertible into shares of the Company’s common stock, no par value per share (the “Common Stock”), originally issued by the Company to the investors listed in the signature pages hereto (collectively, the “Debt Instruments”) on November 8, 2004, February 16, 2005 and May 10, 2005, respectively.

By execution hereof, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree that:
1.

The Applicable Percentage (as defined in each of the Debt Instruments) shall be 50%.

2.

All other provisions of the Debt Instruments, as amended from time to time, shall remain in full force and effect.

The parties shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other parties hereto may reasonably request in order to carry out the intent and accomplish the purposes of this letter agreement, including without limitation the issuance of amended Debt Instruments.

[Signature Page Follows]


Please signify your agreement with the foregoing by signing a copy of this letter where indicated and returning it to the undersigned.
Sincerely,

BANYAN CORPORATION



Michael J. Gelmon
Chief Executive Officer

ACCEPTED AND AGREED:

AJW PARTNERS, LLC
By: SMS GROUP, LLC



Corey S. Ribotsky, Manager


AJW OFFSHORE, LTD.
By: FIRST STREET MANAGER II, LLC

Corey S. Ribotsky, Manager


AJW QUALIFIED PARTNERS, LLC
By: AJW MANAGER, LLC



Corey S. Ribotsky, Manager


NEW MILLENNIUM CAPITAL PARTNERS II, LLC
By: FIRST STREET MANAGER II, LLC,

You wrote "as I'm not sure if it will go down to a penny again." You were wrong on that part of your post so I'm not sure you're right on the first part of your post either.

you really do have a sense of humor (I think)!

Is that a glimmer of a sense of humor? Sweetie pie doesn't really apply but if that's what floats your boat, then OK.

Tryz:

Did you speak to Bruce Newman as Ted posted a few moments ago? I don't remember reading about that. If you wouldn't mind, could you remind us of how that conversation went or is it one you intended to be private?

Any and all DD you can share would be appreciated.

Thanks.

Cost of investing in Protocall: $100K

Cost to become a premium subscriber to iHub for one month: $19.95

Average income from a six hour shift flipping burgers: $51

Getting Ted so aggravated that he paid for a one month iHub premium membership to continue defending Bruce Newman and missed his shift flipping burgers because he was too busy posting excuses for Bruce Newman who blew Ted's $100K investment:

PRICELESS

Respectful dialogue? Read through your posts, Ted. You have NOT been respectful with quite a few posters, ILovePCLI, striller, ttattletell just to name a few.

I take responsibility for not properly calculating the inability of the studios, the financial community, and the employees to have an appropriate vision for success in this market - that was Bruce's responsiblity, not yours. Perhaps he was overly positive (I'm being kind here) in the message he conveyed to you which led to the size of the investment you made.

You do an awful lot of speculating on this site. Much more than anyone else does and most of it to shore up your support of Bruce Newman.

So you did a lot of DD. It doesn't look like it helped you in the end.

I wish you luck and hope you are able to recover from your loss.

I am not a former employee. I am an investor who lost quite a bit of money on this stock. Not as emotional as you. Your mood swings are quite something to watch.

Ted, you invested in a penny stock and lost. That's a pretty common scenario. You should stop blaming everyone for your decision. Live and learn.

Back at ya, pumper.

thanks, ILovePCLI. You put it so succinctly.

Ted, you're picking fights again and you're getting very emotional AGAIN. Based on that blank post, take a deep breath and step back. Just like you, I'll answer questions I see fit to answer. You can ask the questions a fourth time if you like. You can't bully posters into answering questions. I find with you it doesn't really matter what answers you get. You never find them sufficient so why waste time.

this question:

yeah, but how stupid do you think the company is?

Rhetorical. I know you've heard from many parties on how stupid the company is (i.e., the CEO is the company, the company is the CEO).

Do you really want to ask that question? You're just begging to punished here, Ted.

I answered your questions. And why exactly do you smell a rat? What are you implying?

Jumping the gun, Ted.

I find it really hard to believe that Aaron Knoll just up and quit one day and Bruce Newman didn't have an inkling. I smell BS.

His answers being realistic or believable is really not that subjective. He gave his answers and by the end of May, all employees had either quit or been furloughed. I guess potential investors, even toxic financiers, didn't find his answers that realistic or believable because the company ran out of money, had to furlough employees and had to move out of their location

It sounds like you got answers from Bruce Newman back in May sometime when Mr. Knoll left. No one has heard a word from him since.

You are entitled to be supportive of Mr. Newman. I hope your faith pays off.

The deadly silence does not bode well for shareholders.

Ted,

I know you believe just about everything Bruce Newman tells you but quite frankly, I smell BS.

Surprised, bewildered and shocked? If he was so clueless that his main technical person was leaving, then he had no right being in the position he was in and that lack of leadership helped doom the company.

You say he answered every objection that employees had about the businesss. Maybe his answers weren't realistic or believable?

Just some food for thought.

Here's where ILovePCLI has it right....ask Bruce. I'm sure he has the answers to all those questions. Call him up Ted and ask him how the situation evolved and how he left shareholders holding the bag. You're back on your conspiracy theories. Just ask the man.

As for your question, does Cenmere deserve to succeed as a private company...there seems to be a lot of assumed knowledge in that question. Of course, they deserve a chance. Bruce is responsible for what info was conveyed to shareholders that helped them make a decision as to whether or not they should invest in PCLI. Perhaps he painted a rosier picture than actually was. Then shame on him for pulling the wool over the shareholders eyes.

Most people leave companies for reasons that are sometimes both professional and personal. You're not entitled to an answer from them. You are entitled to an answer from Bruce Newman.

It is a paid service on Agoracom. Perhaps that's why it's still on Agoracom but I suspect that will come to an end soon enough as well. If he couldn't pay employees, couldn't pay rent, I doubt he'll be able to pay that bill for much longer either. Once the IR firm goes away, so will the trading.

It's quite sad and pathetic that it came to this.

Wish I did but I don't.

Looks like another good question to add to the list for Bruce Newman.

Interesting article today on Video Business....doesn't sound like I'd expect anything any time soon from Mr. Newman.

MOD retail rollout delayed
Kiosk companies rework business plan
By Jennifer Netherby -- Video Business, 8/4/2008

AUG. 4 | Don’t expect to find many kiosks burning DVDs on demand in stores this fall.

Despite expectations of large-scale pilot tests and a commercial rollout this year of kiosks that would save retailers aisles of shelf space while offering thousands of movies and TV shows on demand, technical and economic challenges have led to a shakeup among DVD manufacturing-on-demand players that is likely to push most retail launches back into 2009.

Walgreen’s, which was expected to do a large pilot test at stores this year, has been forced to delay those tests until 2009 after TitleMatch, the kiosk company it was working with, essentially shut down.

TitleMatch, which also had a deal with Chicago grocer Peapod, quietly laid off its entire staff May 30 and is effectively out of the business after running out of money, according to a filing by parent company Protocall Technologies with the Securities and Exchange Commission.

Polar Frog Digital has pulled its kiosks from most retail locations after a year of pilot tests at airports, hardware stores and drugstores as it reworks its business model. The digital kiosk company has formed an exclusive partnership with technology company Nero for its liquid media technology. Nero’s technology will allow Polar Frog to make its kiosks one-stop shops where consumers can burn movies, TV, music and books to DVDs and CDs or download them to flash drives and USB devices, CEO Todd Rosenbaum said.

Nero’s technology includes CSS copy protection on burned DVDs and is based on open standards already adopted by the DVD Forum and major studios. The companies plan to license the technology to other kiosk players.

Polar Frog will roll out kiosks with the new technology this fall at college campuses, one of the few companies that will expand its reach in the second half of the year. The reconfigured kiosks will initially feature movie, TV and music downloads and DVD/CD burning. Polar Frog hopes to add downloads of textbooks and eventually burning of Blu-ray movies, though the latter is dependent on approval by the DVD Forum.

“We have all of these features that can be enabled when the timing’s right; we don’t have to reinvent wheels,” Rosenbaum said of the change.

Rosenbaum said its old model of burning movies to DVD only wasn’t profitable and was a solution for “yesterday’s problem,” rather than addressing the changing way people consume movies and music.

Execs at other kiosk companies say a major launch or pilot test of MOD kiosks won’t happen this fall, as retailers are generally unwilling to try a new technology in the all-important fourth quarter.

Meanwhile, Hewlett-Packard, which launched its centralized manufacturing-on-demand business with great fanfare last summer as a competitor to Amazon.com’s CreateSpace, is also said to be making changes. H-P sold its MOD factory but is continuing to offer backend MOD services through Trans World Entertainment, execs at other MOD companies said. An H-P spokeswoman said that the company is still in MOD.

Kiosk companies and technology partners blame a number of reasons for the setbacks.

“The business model’s a little tricky,” said Jim Taylor, senior VP and general manager of Sonic Solutions advanced technology group. Sonic licenses its Qflix technology to securely deliver films on demand through kiosks. “Some of the business models require a significant upfront investment. That’s tough for smaller companies. … Another [factor] is that the retailers are still trying to figure out how this fits with what they do.”

Polar Frog’s Rosenbaum said many retailers have been reluctant to pay to bring in kiosks, which are unproven at selling movies. Polar Frog had been providing its kiosks free to retailers, but going forward will only work with retailers that pay the cost to operate kiosks.

“The price to play in the game wasn’t worth the price of admission,” Rosenbaum said.

Others also blame a lack of major studio content for making it difficult to sign on major retailers. One exec said the major studios are reluctant to be the first to license content.

Rosenbaum said studios also are unwilling to license movies for kiosks that might be located in stores that already sell DVDs, fearing they might cut into disc sales.

Polar Frog is targeting retailers that don’t carry DVDs, and Rosenbaum said he is hopeful that the company will have two major studio deals in place this fall when it rolls out to college campuses. The company already has deals with independent suppliers Magnolia Entertainment and First Look Studios.

MOD Systems, which is pilot testing music burning and downloading on kiosks in a handful of Best Buy and Circuit City stores, is holding off on including video in its kiosks until it has major studio content, said executive chair and co-founder Anthony Bay.

Meanwhile, other companies are expected to enter the business. A group of former TitleMatch execs, some who exited before the layoffs, have joined another kiosk company, privately held Cenmere.

Sonic’s Taylor said he is still optimistic about MOD. The company is in talks with about 100 different players who want to get into the space, either through kiosks, in-home burning or another variation, he said.

“I’m still absolutely convinced that this business is going to take off,” he said.

Those poor bastards renting them the trailer have no idea that they'll never get the rent. And Geico will never get the insurance premiums. Sigh....

More news on the toxic avenger PCLI used...the most ironic words of the article: "The company has to know who they're getting into bed with,"

Shares Insight in an Article on Booming Private Investment in Public Equity

Corey Ribotsky, founder and managing member of the N.I.R. Group, is featured in "Entrepreneur Magazine's" July 2008 Issue. In an article focusing on the surge in activity that private investments in public equities (PIPES) are enjoying in an otherwise sluggish economy, Ribotsky stresses due diligence as essential in considering deals.

According to the piece, titled “Terms of Endearment,” PIPE deals have entered the mainstream due to a slow market for secondary offerings and increasingly difficult to obtain forms of traditional financing. It observes that PIPE’s offer public companies swift and discreet distribution of securities, but cautions readers that the terms of deals must be closely scrutinized. This means meticulous research on the investment firm and each investor: looking into past deals, how stocks perform post-deals, and following up on references.

"The company has to know who they're getting into bed with," says Ribotsky in “Entrepreneur.” "You want someone who's going to be a financial partner as opposed to someone who's just looking for a trading play."

Actively investing in public companies for over ten years, Corey Ribotsky has structured hundreds of transactions for his investors. He regularly represents influential investors and is frequently sought after as an expert on direct investments in pubic companies for industry conferences and symposia. A recent Bloomberg radio interview with him can be accessed on Yahoo.

About N.I.R. Group

The N.I.R. Group, LLC is an alternative investment firm focusing on strategies that are structured to mitigate risk and produce returns in all market environments.

Founded in 1998, NIR initially focused its investment strategy on direct investments in small/micro-cap public companies that are emerging growth, distressed, and developmental stage businesses. NIR has emerged as one of the most active investment fund managers in this financing sector and has since expanded its investment strategies to include investments in commodities, real estate and structured finance instruments. The company looks at more than 1,500 companies seeking PIPE financing each year.

Here's my guess as to Bruce Newman's news....


Hey everybody, I just saved a bunch of money on my car insurance by switching to Geico! Hang in there, everybody and we really appreciate your support, you loyal peasants.

IMO

I nominate this post for BEST POST EVER.

That's what got PCLI in the shape it was in the first place. The shell won't be worth much. IMO.