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Got back in to town and sat down to take a quick look at IMDK - the new and improved 'Mo Dog.
Looks like its still being dumped by the hustlers who hustled it.
Darn shame. It's creating some awful dilution for those of us who paid for it!
On the otherhand, at the curret spread, it might be a good tome to average down!
Noticed that the bid is up this AM. There's almost no spread so the ask will have to edge up too. Crossing my fingers that MODG is headed out of the toilet.
After Immediatek grows some legs, drafting 15 mil into the FT pool would not be a huge deal. But it's been a killer - just the few mil that were dumped in the last weeks - so let's all pray for an orderly integration of any large blocks!
Looks like some retail buying. I suspect that there are more than a few brokers who are getting nervous over some recent trades.
I really hope that MODG can now recover from its victimization by Scott & his associates at "Research Investment Group." Somebody busted them on Raging Bull, put up their prison numbers, etc.
Not good for business I suppose.
MODG's 8K seems to be the reason for no vol today. If the MM's have to retake their trades of Mon & Tues, we may see a dab of retail buying as they cover their tails (or tales).
Is that why he was reduced to driving his Mom's van I wonder?
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
December 30, 2002
------------------------------------------
DATE OF REPORT (DATE OF EARLIEST REPORTED)
IMMEDIATEK, INC.
------------------------------------------------------
(Exact name of registrant as specified in its chapter)
NEVADA 000-26073 86-0881193
- ---------------------------- ----------- ------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2435 N. Central Expressway Suite 1200, Richardson, TX 75080
------------------------------------------------------------
(Address of principal executive offices)
(214) 712-7336
--------------------------------------------------
Registrant's telephone number, including area code
ModernGroove Entertainment, Inc.
-------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT. NOT APPLICABLE.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. NOT APPLICABLE
ITEM 3. BANKRUPTCY OR RECEIVERSHIP. NOT APPLICABLE.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
In this Report on Form 8-K, we will refer to "ModernGroove Entertainment,
Inc.," (the former name) and "Immediatek " collectively as "the Company," "we,"
"us," and "our." These terms include by reference, all of the current and
former subsidiary corporations we have owned either all, or a significant
interest in, since becoming a reporting company.
A.) On December 20, 2002, two entities purporting to have been shareholders of
the Company since December 18, 2000, presented stock certificates of the
Company to our Transfer Agent. These certificates, numbers 996 and 998
represent a total of 15,332,000 shares of our authorized common stock (the
"Subject Shares"). These certificates bore restricted transfer legends,
together with an opinion of an attorney who purported to represent the
shareholders in matters related to the subject shares. This attorney was not
in any manner Counsel to the Issuer at any time material to this event.
As the result of inadvertence, the shares were improvidently released as free
trading shares under certificates and amounts denoted in the table below:
<TABLE>
<CAPTION>
TABLE 1
OLD CERTIFICATE NUMBER NEW CERTIFICATE NUMBER NUMBER OF SHARES
- ---------------------- ---------------------- ----------------
<S> <C> <C>
996 1063 6,666,000
998 1064 8,666,000
----------------
TOTAL SHARES 15,332,000
</TABLE>
B.) In the Opinion of Counsel to the Company, these shares were originally
issued on or about October 30, 2002 as restricted shares, the transfer of which
is highly restricted under the terms and conditions of what is commonly
referred to as Rule 144 of the United States Securities and Exchange
Commission. That Rule requires holding periods of varying lengths of certain
persons acquiring such shares as the result of transactions by and between them
and the issuer. At no time material to these events did either of the purported
shareholders or the purported beneficial owners provide the Company with any
seller representation letters or materials; provided no completed Form 144 nor
any similar document or documentation. Accordingly, the Company views their
claims to a Rule 144 exemption as being groundless at this time.
2
<PAGE>
C.) The purported "Opinion Letter" which accompanied the certificates at the
time of their transmittal to our Transfer Agent is, in the opinion of Counsel
to the Company, wholly insufficient to warrant removal of the restricted
transfer legends on the certificates. Accordingly, the Company views the
Subject Shares as being illiquid and transfer of such shares, despite the
inadvertent removal of the restricted transfer legend from the certificates
should only be accomplished by broker-dealers in accordance with Rule 144.
D.) The purported beneficial owners of the Subject Shares, at the time the new
certificates were inadvertently released is as shown in the table below:
<TABLE>
<CAPTION>
TABLE 2
CERTIFICATE
NUMBER PURPORTED NOMINAL OWNER PURPORTED BENEFICIAL OWNER
- ------------ ------------------------------- --------------------------
<S> <C> <C>
1063 RESEARCH INVESTMENT GROUP, INC. SCOTT H. WILDING
1064 J & SON CONSULTING, INC. FRANK J. MERHIB
</TABLE>
E.) In addition to the issues related to the transferability of the Subject
Shares, the Company has developed significant information regarding this stock
issuance that casts grave doubt on the entitlement of the purported nominal
owners and purported beneficial owners to receive such Subject Shares.
Additionally:
i.) On December 30, 2002, the Company received a notice of federal
tax lien, filed of record in the Broward County, Florida courts system by the
Internal Revenue Service which affects the claim of Scott H. Wilding to receive
property or anything of value from the Company. The tax lien, filed January 31,
2002, is in the principal amount of $1,391,186.56. The Company has verified
that the person identified in that tax lien is the same and identical person
purporting to be the beneficial owner of those Subject Shares set forth in the
table immediately above. Accordingly, the Company has notified its Transfer
Agent of the pendency of this lien and instructed it to place an administrative
hold on any property claimed by Mr. Wilding. The Company has received
documentation from the State of Florida, Division of Corporations, that
indicates that Mr. Wilding is the controlling person of Research Investment
Group, Inc., or that it is his corporate alter-ego, thereby rendering the
Company liable if it elects to ignore the IRS lien, unless the IRS notifies the
Company that it views the relationship between Mr. Wilding and Research
Investment Group, Inc., as being a clear division of interest. The federal tax
lien is filed as instrument number 101672731 in Book 32736 at Page 0669 in the
records of Broward County, Florida.
3
<PAGE>
ii.) On December 30, 2002, the Company determined that "J & Son
Consulting, Inc.," was created as a Florida corporation on or about March 15,
2002. Accordingly, the Company views claims that this entity acquired the
Subject Shares in the Company on December 18, 2000 to be spurious. Moreover,
the claim is unsupported in the records of the Company. Likewise, there is no
evidence of any relationship between the Company and "Research Investment
Group, Inc." prior to September, 2002. There is no evidence that either
entity is entitled to "tack on" to any legitimate holding period of any
predecessor shareholder.
iii.) On December 30, 2002, the Company initiated contacts with
federal and state law enforcement agencies, including the United States
Probation Office, Southern District of Florida and the State of Florida
Department of Corrections, Ft. Lauderdale Probation Office regarding the events
described in paragraphs A through E (ii.) inclusive.
F. The Company is preparing with due diligence, formal complaints to be filed
with the United States Securities and Exchange Commission and the Federal
Bureau of Investigation regarding the foregoing events.
ANY BROKER DEALER PRESENTED WITH OR ATTEMPTING TO PROCESS CERTIFICATES 1063 OR
1064 ARE CAUTIONED AS TO THE ILLIQUID NATURE OF THESE SECURITIES. THE COMPANY
WILL PROVIDE SUCH BROKER-DEALERS, UPON WRITTEN REQUEST, AN OPINION OF COUNSEL
TO THE ISSUER AS TO THE ILLIQUIDITY OF THE SUBJECT SHARES. THE SUBJECT SHARES
SHOULD BE TREATED AS RULE 144 RESTRICTED SHARES.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS. NOT APPLICABLE.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. NOT APPLICABLE.
ITEM 8. CHANGE IN FISCAL YEAR. NOT APPLICABLE.
ITEM 9. REGULATION FD DISCLOSURE. NOT APPLICABLE.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
Immediatek, Inc.
By: /s/ Zach Bair
----------------------------------
Zach Bair
Chief Executive Officer
Date: December 30, 2002
I thought it was a Lamborghini he did his yard work with? Regardless, with that 8-K on file, he will have no shortage of toilet paper now!
MODG at .0065 x .007 on volume of 9K so far today. That 8K they filed on Tuesday was stunning news. Bad news for the Pump & Dump boys in Pembroke Pines and GREAT news for REAL shareholders.
John, the Good Ship ScottieSniffSniff has sprung a bad leak. Turns out that Research Investment Group is nothing but three felony probationers all associating with each other in direct violation of their respective parole/probations.
It would certainly appear that they will be down at the courthouse explaining themselves.
Add to that Wildings miseries with the other litigation he's in and I'd say he's probably "researching" Costa Rica about now.
Dr. Tichener
Demise of another south Florida Stock Fraud Empire
Jail may await a pair of south Florida convicted-felon stock promoters. Stock promoters Scott H. Wilding of Pembroke Pines, Florida and his associate Frank J. Merhib of Miami, Florida have struck a reef with bulletin-board issuer MODG. Sources close to Immediatek confirm that the pair attempted a two pronged stock scam on MODG that is resulting in criminal complaints against the pair.
Operating under the aegis of "Research Consulting Group," a corporation registered in Florida, Wilding and Merhib reportedly obtained about 20-million shares of S-8 stock from the prior management team of MODG as part of a reverse merger with Immediatek. Six days later, the pair then allegedly tried to palm off a bogus opinion letter from a Colorado based lawyer lifting restrictions to another 20-million shares of MODG stock.
The company alerted its transfer agent of the scam-in-progress, and managed to block the transfer according to a source close to the event.
The particular problem with the business arrangement of Merhib and Wilding is that they are both convicted felons currently under supervision by state and federal authorities. Each has a provision in their probation terms strictly prohibiting association with other criminals. Violation of those provisions subjects the pair to immediate arrest and imprisonment, according to a Florida Department of Law Enforcement source.
Wilding is presently serving a 14-month Florida probation for drug possession. Merhib is only about one year into a 7-year period of federal supervised release for corrupting a public official.
According to records at the Federal Bureau of Prisons, Merhib, 37, was released from federal prison on June 7, 2001. He is currently being supervised by the federal probation office in Miami, Florida.
Wilding served no jail time following his two-count Broward County felony drug convictions last February. Merhib reportedly served 40-months in federal custody before being released to the Miami area. Prior to living in Miami, Merhib lived in Pembroke Pines, Florida, according to city utility records.
Immediatek offered no public comment on the events but did confirm it has retained specialty legal counsel "to deal with the civil side of the issues."
Neither Merhib nor Wilding responded to requests for interviews. Law enforcement sources in Miami say that state and federal action against the pair could occur as early as next Monday for possible parole or probation violations.