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ITEN, PMBS and HKUP (fka TFER) confirmed as clients of Magna Group / Hanover Holdings and added to theiBox.
ITEN: http://www.sec.gov/Archives/edgar/data/1543098/000121390014002857/f8k042914ex10ii_codesmart.htm
PMBS:http://ih.advfn.com/p.php?pid=nmona&article=62699901&symbol=PMBS
TFER/HKUP: http://www.sec.gov/Archives/edgar/data/1414043/000119983513000598/titan_8k-15708.htm
iHookup Social (HKUP) is just a new name for Titan Iron Ore Corp. (TFER) with all of the same principals and service providers.
Hanover Holdings and Magna Group Capital Management (both owned by Joshua Sason) have decimated many companies. There is a forum that lists the known companies that have done disastrous Rule 504 financings with them:
http://investorshub.advfn.com/Clients-of-Magna-Group-and-Hanover-Holdings-25550/
However, the toxic dilution and shareholder damage from such financings, which have also been offered by notorious firms such as Asher Enterprises, Fairhills Capital and Big Apple Consulting in addition to Magna and Hanover, has been well-known for years. Any company that chooses to do 504 financings with them or any other firm has to know the consequences.
Rule 504 offerings by OTC companies are almost always done illegally using bogus attorney opinion letters to have restrictive legends removed so the stock can immediately be resold to the public.
Both TJ Management and Edward Bronson's Fairhills Capital (E-Lionheart) are being sued by the SEC for the illegal scheme with Fairhills engaging 100 PK companies to participate. That case is so serious that FBI raided the Fairhills Capital office.
Magna Group/Hannover Holdings operates in much the same way as Fairhills and TJ Management. I would not be surprised to see a similar SEC action against Joshua Sason and his firms.
More info on the SEC action against Fairhills: http://investorshub.advfn.com/Clients-of-Fairhills-Capital-25493/
NEWL also did Rule 504 deals with MG Partners LTD, Magna Gibraltar Investments and more recently Ironridge Global IV, Ltd.
Ironridge's David Sims is truly infamous as a hedge fund operator who has decimated many microcap/nanocap companies. He lives on Tortola, BVI and has a long history of running afoul of securities regulations. More to come on Sims when I get some of my old links together.
Given the toxic dilution, this was predictable:
The dilution is to the float, not the O/S. TNKE insiders are dumping formerly restricted shares on the open market. The float increased 680% from Oct. 13 to Mar 14. Who knows how much it has increased since March?
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=105269276
Tanke was also being promoted when the insiders started dumping: /www.otcdynamics.com/tag/tnke-pump-and-dump/
This company, based in the PRC, has a history of false and misleading PRs and blatantly false financial statements. Business plans are all over the map with relationship announced that make no sense but never come to fruition anyway. There is nothing to attract buyers.
The float may look small, but the fact that it's rapidly increasing exponentially explains the massive drop in share price.
NEWL - What a mess!
Security Notes
* Capital Change=shs decreased by 1 for 12 split. Ex-date=08/03/2010
* Capital Change=shs decreased by 1 for 15 split Ex-date=10/17/2013.
* Capital Change=shs decreased by 1 for 3 split Ex-date=12/06/2013.
* Capital Change=shs decreased by 1 for 10 split Ex-date=03/06/2014.
* Capital Change=shs decreased by 1 for 50 split Ex-date=05/15/2014.
* Note = Delisted from NASDAQ on 7-22-2014
* Capital Change=shs decreased by 1 for 50 split. Ex-date=07/15/2014
504s from Hannover Holdings, Magna Group, MG Partners LTD, Magna Gibraltar Investments:
http://www.sec.gov/Archives/edgar/data/1322587/000114420414005824/v367199_sc13ga.htm
All four liquidated: http://www.sec.gov/Archives/edgar/data/1322587/000114420414005824/v367199_sc13ga.htm
Hannover Holdings Settlement: http://www.sec.gov/Archives/edgar/data/1322587/000114420413020403/v340648_ex99-1.htm
There were additional tranches in addition to the above.
Articles:
http://www.livetradingnews.com/nasdaq-pauses-trading-in-newlead-holdings-ltd-nasdaqnewl-55373.htm#.U_IzzfldUlI
http://www.nasdaq.com/press-release/newlead-holdings-ltd-completes-448-million-balance-sheet-program-20140618-00525
NEWL was delisted from NASDAQ and is now a grey market stock.
That's not research! That's sharing supposedly material nonpublic information.
Jerry Mikolajczyk's revisionist history regarding SEC filings?
Jerry posted on XNRG's website forum a lengthy statement supposedly quoted from the 10-K and 10-K/A for FYE 3/31/13 regarding long-term plans (3 years) to expand into energy storage, specifically flywheel technology. He also goes into detail about the office at 425 North Drive in Melbourne, FL and that the company decided to make an offer on it. The exactdate of the post is not shown, but says "11 months ago."
The truth, as shown by the actual quote from the Forms 10-K and 10-K/A which is shown below the quote of Jerry's forum post, is that none of the text in bold from Jerry's post was included in either the SEC-filed Forms 10-K or 10-K/A he referenced.
It appears that because the tax abatement application for Brevard County was in regard to a business plan never disclosed to shareholders, Jerry tried to revise history by falsely claiming he disclosed as part of XUN's mission in these official SEC filings.
It's obvious that XUN Energy never had the means or intent to make $22 million in capital expenditures or create 308 jobs with an average wage of $82,750/year (annual expense for salaries alone of $25,487,000) in the City of Melbourne. Why Jerry went through this futile exercise is unknown. Perhaps Commissioner Trudie Infantini who is a CPA and was sole vote against the tax incentive, was correct in wondering if XUN wanted to use the approval and good name of Brevard County to make the company seem more legitimate thus causing people to buy the stock
Jerry night try to say that he did not mean to claim that all of the text in his post was included in the 10-K and 10-K/a, however he he sure made it appear that it was, including the "no guarantee" provision so commonly found throughout the SEC filings but not on his forum posts or in press releases.
Because all of the text is presented as being present in the filings, I believe that the SEC would find his post to be false and/or misleading.
The Brevard County Commissioners' vote on the XUN tax abatement application was last year (8/20/13). It was approved to move to a hearing which was held before the Commissioners on 9/17/13 in which Jerry made a presentation and answered questions.
The tax abatement was approved but XUN never followed through with the capital investment of $22 MM or created the 308 jobs so the tax incentive was revoked by the Melbourne City Counicl on 4/27/14.
Details including video link to Jerry's presentation: http://investorshub.advfn.com/boards/read_msg.aspx?message_id=105349219
Jerry Mikolajczyk never issued an 8-K or press release about the approval of this tax incentive, which never appeared in any SEC filing. No PRs or 8-Ks:
http://ih.advfn.com/p.php?pid=news&symbol=NO%5EXNRG
http://www.otcmarkets.com/stock/XNRG/news
http://www.otcmarkets.com/stock/XNRG/filings
Mention of the tax incentive was only made on the XNRG website on 9/5/13 and 9/17/13 and even those headlines contained only links to outside news articles.
The 9/5/13 headline linked to:
http://archive.floridatoday.com/article/20130905/BUSINESS/130905003
The 9/17/13 headline linked to:
http://www.wftv.com/news/news/local/brevard-co-gives-new-energy-company-1m-tax-breaks/nZzMQ/
Julie Ash (Julie Caceres DeLuca) is the wife of Ken Ash:
https://www.facebook.com/julie.ash.98?hc_location=timeline
Photo of Ken and Julie in front of their home in Moorehead City, NC which is also the corporate address for Sidewinder Resources (IDCN):
https://fbcdn-sphotos-c-a.akamaihd.net/hphotos-ak-xap1/t1.0-9/p180x540/1469833_10152492632875854_5862982198666965345_n.jpg
Sidewinder Resources (IDCN): https://wyobiz.wy.gov/Business/FilingDetails.aspx?eFNum=188128006155024104205098031164055230081174014183
Julie Ash has also gone by Julie DeLuca (not DeLucca) and Julie Caceres. One might be her maiden name and one might be a former married name:
http://www.intelius.com/Find-Phone-Address/Morehead%20City-NC/Julie-Deluca.html
The SEC was very clear that the reason ANWM (PIPI) and IDCN were suspended was due to inadequate and/or inaccurate publicly available information -- the same reason that many dozens of OTC companies have been suspended since the establishment of the SEC's Microcap Fraud Work Group.
It is a fact that Ken Ash was running the show at both companies when the SEC suspensions occurred. Ash didn't seem to think he actually had to comply with the WY court's order to hold a shareholder's meeting to elect a new BOD for IDCN, he just proceeded to take over, appointing himself CEO/President and taking corporate actions.
What's stunning is that he didn't learn a lesson after ANWM was suspended and did the same thing at IDCN, touting the stock first to his SCG members privately and then touting it publicly despite there being no publicly-available information. Because members of his group may have been the heaviest buyers, I suspect his own followers were hurt the worst in the suspension.
The FBI case against Robin Bruhjell Brass for running a private investment scam had absolutely nothing to do with the SEC's decision to suspend IDCN. Brass didn't "give $300K to Jeffrey," my recollection is that she bought $100K in IDCN stock out of the $1+ MM she stole from her investors. The SEC does not suspend trading in a company's stock because someone bought shares with stolen money.
Jeffrey Bruhjell, who is a fraudster in his own right who should face justice for his public company scam, but he was never charged and, from having read both the indictment and her plea agreement, it didn't seem he was involved in his sister's scheme.
IDCN should have been suspended years earlier when Bruhjell and Ash were running it together, issuing false/misleading PRs while traveling the world on shareholder's money but that was before OTC stocks were on the radar screen of the SEC and FINRA.
Executive compensation is actually $35,000 per month ($420,000/year). Pretty hefty for a company that has yet to earn one dollar in revenue.
From the XNRG 10-K for FYE 3/31/13:
P. 75:
STOA confirmed for financing through Magna Group:
http://www.otcmarkets.com/edgar/GetFilingPdf?FilingID=9011039
What URL are you using? The ijjc.com website still shows as under construction when I access from my browser.
http://www.ijjc.com/
DKGR - Drake Gold Resources, Inc. added to list of Fairhills Capital Clients. Six Form Ds filed in 2012 - all for Fairhills.
http://www.sec.gov/cgi-bin/browse-edgar?company=Drake+Gold&match=&CIK=&filenum=&State=&Country=&SIC=&owner=exclude&Find=Find+Companies&action=getcompany
DRGR filed Form Ds for Greenridge Capital, LLC and Kelso Funding, LLC in 2013. Greenridge and Kelso share an address so are likely related.
Peter Matousek sure seems to like Rule 504 financings regardless of their toxicity and questionable legality.
XUN Energy applied for tax abatement in Brevard County, FL last year claiming that Xun was a manufacturer of flywheel technology and wanted to locate in Melbourne, FL. Jerry made some fantastical claims about $22MM in capital expenditures and creation of 308 jobs with an average wage of $82,750/year.
I don't believe XUN has any affiliation with Vycon. Most of Jerry's tweets don't seem relevant to XNRG.
The EDC application is summarized in the following article:
Ken Ash attracts investors by bringing them into his SCG inner circle and feeding them supposedly inside information including strategies to increase a share price, such as the PIPI (fka ANWM) "float lock-down" scheme. The PIPI/ANWM scheme was actually working with the share price increasing until the SEC suspended the stock. Ken Ash was pumping it when there was no current public information.
However, he didn't learn his lesson. Through a lawsuit filed by shareholder William S. Miller, an elderly man who apparently trusted Ash, Ken Ash was appointed temporary custodian of IDCN tasked only with holding a shareholders' meeting to elect a new BOD.
Instead of fulfilling his court-appointed duty, he appointed himself president, made corporate changes and personally touted as well as allowed professional promotion of IDCN, which also had no current public information -- in fact, IDCN had never filed any financial or disclosure statements in its 17-year history. He has never publicly commented about the suspension of IDCN.
It was unbelievable that he didn't anticipate regulatory action given what happened with PIPI/ANWM and what was concurrently happening with dozens of other stocks that had inadequate or inaccurate public information.
It's hard to believe anyone would still have faith in him. I suspect he is skilled in the art of confidence tricks.
I think you will be very disappointed when see how the $4 million Series C "gift distribution" as well as any reverse split eventually play out.
The trades over the last three days as well as the trades on 8/5 are very suspicious and look like price manipulation, which is easy to do on the grey market with matched trades.
I suspect Ken Ash is trying to prime the pump to reactivate this shell perhaps for a RM (the private Indocan Resources company William Miller incorporated just before he passed away?). Is Ash still active with his Stock Charter Group members?
If it's not Ash and Co, someone is trying to manipulate the PIPI share price and create the illusion of interest in the stock.
30% of today's volume traded at $.0001 (760K shares). Obviously that's an all-time low. The fact that the bid dropped to $.0001 to execute such a modest sell, demonstrates extreme illiquidity for MDGC stock.
Despite a buy of 834K shares @ $.0004 late in the day, the VWAP was only $.0002.
The last PR was on 1/28/13 announcing a new Board and new management team all of whom, along with COB/CTO Val Westergard, appear to have abandoned the company without comment. All signs of life are gone: http://investorshub.advfn.com/boards/read_msg.aspx?message_id=104480969
Given how supportive many longs have been, it's unfortunate that none of these officers and directors has been willing to issue a statement on the status of the company, which is likely that MediaG3 is no longer in business.
The last PR:
MediaG3 Announces New Board, New Management Team and 2013 Plans
http://ih.advfn.com/p.php?pid=nmona&article=56024735
trublood: Although that's not my post, I agree with you that a reverse split always results in the stock retreating again.
After being stuck with unsellable shares at no bid, a bid is usually established after a RS, but usually below the split-adjusted price. This allows longs an exit but at an equivalent price that is below the pre-split $.0001. Many will take it, knowing it's only going to continue dropping (sometimes with little P&Ds along the way).
Additionally, companies usually resume dilution right after a RS with dilution shares competing with longs exiting, which also causes a decline in the post-split share price.
Peter would have to do a 1 for 2000 reverse split to achieve a post-split price of $.20, which would continue the pre-split retreat. A 1 for 2000 RS is extreme even for scammy, toxic diluting PKs. It would wipe out many of the smaller shareholders.
Something else current PVEC shareholders should realize...
After a RS, all of the old common stock is replaced with new stock and the ticker symbol has a "D" affixed at the end for 20 trading days. The company's TA has to issue new stock to the existing shareholders via their brokerages.
Because PK CEOs, give at most 24-hours notice of a RS (many or most give none), the TA hasn't been able to prepare in advance to issue the new stock. It usually takes well over a week for existing shareholders to receive the new shares in their accounts, which means they are unable to unload their shares in the first several days following the reverse split.
Anone can buy and re-sell the new shares but shares owned prior to the split can't be sold until they are replaced with the new shares. Sometimes by the time pre-split shareholders can sell, the price has already fallen substantially from the original post-split price. No pre-split shareholder ever makes money following a reverse split.
Although it takes a lot longer than 3 days, most of the reverse spits I have seen eventually end up right back at $.0001. I've even seen companies follow-up with yet another RS and for some reason people buy the stock. But again, they end up at $.0001.
In all of my years of following penny stocks, I've never seen a reverse split where the price went on a continuous uptrend following a split. They always head back down.
The first thing that jumped out at me is the manipulation of cash and cash equivalents on the balance sheet.
e.Digital shows a net increase in cash and cash equivalents of $163,496. HOWEVER, that is due to an increase $184,961 in trade accounts payable -- a liability. Fred withheld payment of bills allowing AP to massively increase in order to give the false impression that cash and cash equivalents has grown.
Had they kept up with accounts payable and it remained equivalent to the previous quarter, cash and cash equivalents would have decreased by $21,495.
Review the Balance Sheet and the Statement of Cash Flows for verification:
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=10149234
Delaying the payment of AP to inflate cash is a scheme commonly used by shady companies. The fact that e.Digital employed it when it had plenty of cash to pay its bills, does not speak well for Fred and may have been done intentionally to create the false impression that operations in QE 6/30/14 resulted in a higher cash position. Shame on Fred.
The Series C distribution has been an enormous fiasco from the start and certainly does not inspire confidence in the company.
Something as important as distributing $4 million in preferred stock certificates should be handled professionally. The certificates should be accompanied with all relevant information the certificate holder needs in order to redeem the shares and should not contain ambiguous statements such as the following
PVEC securities counsel Milan Saha issued an attorney opinion letter to OTC Markets on 5/14/14 backing up the quarterly report for QE 3/31/14 which contained the following blatant lie regarding when the the Series C shares were authorized:
MASSIVE increase in float explains massive decline in TNKE share price!
Formerly restricted shares are being dumped on the open market likely by insiders.
Press releases should not be believed.
These numbers are only updated to 3/31/14. It's likely that the float continues to grow and is much larger as of today.
Share Structure
Shares Outstanding = 287,393,802 a/o Oct 03, 2013
Shares Outstanding = 324,693,802 a/o Mar 31, 2014
Float = 5,490,400 a/o Oct 03, 2013
Float = 42,790,400 a/o Mar 31, 2014
Authorized Shares 995,000,000 a/o Dec 31, 2012
http://www.otcmarkets.com/financialReportViewer?symbol=TNKE&id=124466
The SS numbers on the OTC Markets company profile are not updated to the 3/31/14 disclosure, let alone to current numbers.
The Luxon Family Trust is considered a "control person" of AERS stock as it owned over 5% of the common stock at 3/31/14. How much over 5% is not known.
Even though they resigned as officers/directors, The Luxons are likely also profiting from the renewed pump and dump scheme perpetrated by the new officers and directors.
See Section 8: http://www.otcmarkets.com/financialReportViewer?symbol=AERS&id=122540
SEC Center for Complaints and Enforcement Tips:
http://www.sec.gov/complaint.shtml
SEC Tips, Complaints and Referral Portal:
https://denebleo.sec.gov/TCRExternal/disclaimer.xhtml
Although the SEC prefers receiving tips and complaints to be submitted via the portal, there is another option:
If the SEC is not allowing release of the KMAG Form 10 you claim was submitted to the them, then what's stopping Jeff Reid from filing it electronically via EDGAR, the way all other companies file SEC forms and is the required method of submission? If he were to do so, he could prove that the Form 10 exists and has been properly filed.
I have seen no one who claims that a manually-submitted KMAG Form 10 is being intentionally withheld by the SEC address this very obvious question.
That appears to be the case. All employees were full time as of 3/31/14
Fred Falk had nothing to do with the quarters that showed a profit, which was created from nuisance value settlements of patent infringement lawsuits.
Robert Putnam is the one who spearheaded the "patent monetization" effort with Duane Morris while Fred was busy doing ...?
After Putnam left and Duane Morris resigned due to the unfavorable Markman ruling, Handal & Associates was retained to file dozens of frivolous suits and offer to settle them quickly for pennies on the dollar of the cost of defense. Because Fred paid COB Allen Cocumelli $5,000/month for over a year to "supervise" H&A, I assume he is the one who brought them in.
While Cocumelli was supervising H&A what was Fred's job? Even now, how much "supervision" does H&A need? Since Fred is not a lawyer, how would he even supervise them?
A patent enforcement company (troll) that simply files frivolous lawsuits and quickly settles for a pittance does not need a CEO that is paid over $200,000/year ($180K + perks).
Fred's compensation package is well over double the $95K e.Digital had in net income in FYE 3/31/14 and about 10% of gross income.
It's been reported over the years that Fred took pilot lessons during work hours and that he takes a daily mountain bike ride. In the past it was obvious that he read the e.Digital online message boards as the themes of company communications used to reflect and address things being discussed. I suspect he still reads every post on every message board. It would not surprise me if he clandestinely posts on them as well.
Fred Falk seems to do nothing at all as CEO. He certainly has not and is not operating e.Digital for the benefit of over 97% of its owners -- the common shareholders. The only person who benefits from Fred Falk remaining CEO is Fred Falk.
Since e.Digital seems determined to stay on this patent lawsuit track, the company should be streamlined. Fred should be terminated as he is not needed and has served no function for a long time.
Allen Cocumelli could serve as both Chairman and CEO for a fraction of the cost of Fred's compensation. Mardee Haring-Layton could remain on her part-time status CFO to keep the books and work with the auditors for the annual audit.
The money losing eVU business should be closed and associated employees laid off. Like Fred's salary, that business line is just a drain on cash. The loss from just direct expenses (excluding indirect expenses) was $72.4K in the last FY. Demand for the products and services continue to fall so losses would be anticipated to be greater. Closing this business line is something a competent CEO would already have done.
e.Digital spent $355K in research and development in the last FY. Unless anything that creates shareholder value is coming from the expense, it too should be considered for discontinuance.
What does Fred Falk actually do as CEO of e.Digital? What are his duties? How does he spend his work days?
The SEC and FINRA do not monitor companies and do not "know" anything independently. They rely upon tips and complaints which, if they seem serious and valid, may cause them to investigate further.
With the exception of "Operation Shell Expel," which has a monitoring system to detect shells with registered stock that have ceased filing periodic reports for an extended time, they rely upon reports made to them.