Getting rid of SCAM CEOs one scumbag at a time.
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Lawsuit against SCAM CPD/UMS Filed November 23, 2015
Gee they didn't pay $895,000 they owed. Deadbeats.
Plaintiff: Tech Data Corporation
Defendant: CPD Mobile, LLC and Kil W. Lee
Case Number: 1:2015cv04097
Filed: November 23, 2015
Court: Georgia Northern District Court
Office: Atlanta Office
County: XX US, Outside State
Presiding Judge: Eleanor L. Ross
Nature of Suit: Other Contract
Cause of Action: 28:1332
Jury Demanded By: None
Toxic Financing Lawyer Laura Anthony MUST READ
This legal opinion written by Laura Anthony for Asher Enterprises (Curt Kramer) surfaced very recently. I decided to post it since you rarely see which attorneys are involved in writing the opinion letters used to free up the stock that gets dumped into the market causing huge losses for retail shareholders.
LOL SCAM TALK already close to SEC action.
SOME of Laura Anthony's "mistakes". Check where they are now. Stay FAR away from this crap.
More than 200 public companies and/or usurped tickers put into the market by jammed up lawyer Laura Anthony and banned ex broker Michael Anthony Pollaccia.
AAP Inc (AAPJ)
Aden Enterprises Inc (ADEN)
Aim Smart Corp (AIMR)
Alchemy Creative Inc (ALMY)
All Line Inc (ALIN)
Alta Gold Co (ALGD)
American Consolidated Laboratories (AMCL)
American Quantum Cycles Inc (AQCY)
American Restaurant Holdings Inc (ARHI)
American Surface Technologies Intl (SURF)
American-International Food Corp (AIFP)
Americon Network International (AVLL)
Amwest Environmental Group (AEGI)
Angus Energy Corp (AGSC)
Apogee Robotics Inc (APRB)
Arem Pacific Corp (ARPC)
Argus Resources Inc (AGSR)
Atlas Rescources International (ALSI)
Avteam Inc (AVTMQ)
Banneker Inc (BANI)
Beacon Redevelopment Industrial (BCND)
Biomagnetics Diagonostics Corp (BMGP)
BioRestorative Therapies Inc (BRTX)
Canadian Aeroespace Group Intl (CASG)
Capital Media Group Ltd (CPMG)
Carco Electronics (CARK)
Cardio Network Inc (CNWI)
Carefree Group Inc (CRFU)
Caribbean Cigar Co (CIGR)
Cartis Inc (CARI)
Caspian Energy International Inc (CAPP)
Cbp Carbon Industries Inc (CBPJ)
Chatcom Inc (CHAT)
China Good Electric Inc (CGDL)
China Greenstar Corp (FAFA)
China Industrial Group Inc (CIND)
China Now Inc (CINW)
Cinnabar Enterprise Inc (CINN)
Coastal Technologies Inc (CTTJ)
Columbia River Resources Inc (CRVV)
Columbus Geographic Systems (GIS) Ltd
Compliance Systems Corporation (COPI)
Corporate Services International Inc (UTAH)
Corporate Services International Inc (Delaware)
Crown City Plating Co (CCPG)
Cumetrix Data Systems Corp (CDSC)
CybeRecord Inc (CYRD)
Cybersentry Inc (CYRS)
Cyclone Power Technologies Inc (CYPW)
DesiTV Inc (DSTV)
Digital Information and Virtual Access (DVTL)
Display Technologies Inc (DTEK)
Dixie Lee International Industries Inc (DLII)
Econometrics Inc (EOMI)
Eko International Corp (EKNL)
EMAV Holdings Inc (EMAV)
Embarr Downs Inc (EMBR)
Emerging World Pharma (EWPI)
Empire Film Group (EFGU)
Enlighten Software Solutions Inc (SFTW)
Environmental Construction Products (ECPI)
Environmental Digital Svcs Inc (EVDS)
Envit Capital Group Inc (ECGP)
Flour City International Inc (FCIN)
Focus Entertainment International (FEII)
Fortel Inc (FRTL)
Future Carz Inc (FCRZ)
Genetic Vectors Inc (GVEC)
Global Access Enterprise Inc
Global Environmental Inc
Global Group Investment Holdings (GIHI)
Global Teledata Corp (GDAC)
Hannover House Inc (HHSE)
Health Sciences Group Inc (HESG)
Helionetrics Inc (HLXC)
Hero International USA Holding Corp (HIUH)
Hi-Rise Recycling Systems
Hi-Rise Recycling Systems of 1990 (HIRI)
HomefoodClub.com Inc (KLUB)
Hygenics Pharmaceuticals Inc (HGNP)
IAHL Corp (IAHL)
IBAC Corp (ICAN)
Ibises International Inc (IBSN)
Icon Media Holdings Inc (ICNM)
Icon Vapor Inc (ICNV)
Ideal Accents Inc (IACE)
IEG Holdings Corp (IEGH)
Imperial Credit Industries Inc (ICII)
Inc Designs Inc
InCall Systems Inc (ICAS)
InComnet Inc (ICNT)
Indian Wells Water Company Inc (IWWCQ)
Innovision International Corp (IVNL)
Intelacare Marketing Inc (IKMA)
Intercontinental Holdings Inc (ICLH)
Internatural Pharmaceuticals Inc (INAN)
Ion Technology Inc (IOTG)
James Monroe Capital Corp (JMON)
JinZangHuang Tibet Pharmaceuticals (JZHG)
Jumbo Sports Inc (JSIB)
Ksign International Inc (KSGI)
Leasing Solutions Inc (LSNS)
Lew Corp (LEWW)
Macau Capital Investments Inc (MCIM)
Mellin Industries Inc (MELL)
Ludvik Capital Inc
Savwatt USA Inc (SAVW)
Merilus Inc (MRHD)
Method Products Corp (MHTD)
Mindset Interactive Corp (MSIA)
MyGlobalConcierge.Com Inc (MGCG)
MyNet Inc
MyWeb Inc.com (MWEB)
National Cable Inc (NCAB)
Noble Group Holdings Inc
Nordic American Inc (NRDM)
North American Building Inc (NABD)
Nurses Network.com Inc (NURS)
Omni Nutraceuticals Inc (OMNN)
Online Sales Strategies Inc (OSSI)
Optimum Source International Ltd (OSIN)
Oxford Educational Services Inc (OXED)
Pallet Management Systems Inc (PALTQ)
Parabel Inc (PABL)
Pharmaceutical Laboratories Inc (PHLB)
Phasertek Medical Inc (PTMI)
Planisol Inc (PASL)
Premier Laser Systems Inc (PLSIQ)
QMIS Finance Securities Corp (QMIS)
Questus Global Limited
Radium Resources Corp (RADR)
Receptors Inc (RCRS)
Reliant Financial Service Corp (RFNS)
Retrospettiva Inc (RTRO)
Roller Hockey International Inc (PUCK)
Sani Med Inc (SAMD)
Say Yes Foods Inc (SYES)
Scandia Inc (SDNI)
Seahawk Deep Ocean Technology (SHWK)
Seaniemac International, Ltd (BETS)
Sen Yu Interntional Holdings (CSWG)
Shao Tong Chuan Health Vegetarian Food (STVG)
Silicon Valley Research Inc (SVRG)
Silver Star International Inc (SVSR)
Sky Scientific Inc (SKYS)
SLS Industries (SLSI)
Intrinsic Audio Solutions Inc(IASI)
Smart Choice Automotive Group (SCHA)
Solar Satellite Communication Inc (SSCI)
Solopoint.com Inc (SLPT)
Southcorp Capital Inc (STHC)
Southern Energy Company Inc
Staceys Buffet Inc (SBUFQ)
Standard Commerce Inc (STCC)
Stars to Go Inc (STGO)
Stealth Industries Inc (STII)
Sterling Business Solutions Inc (STLB)
Storage Alliance Inc (SGAL)
Strategic Global Investment Inc (STBV)
Sugarmade (SGMD)
Sun Quest Holdings Inc (SNQS)
Sunrise Consulting Group Inc (SNRS)
Super Energy Investments Corp (SYIV)
Syncronys Softcorp (SYCR)
Synesi Inc (SYNS)
TEC Technology (HGHN)
The Jockey Club Inc (JKCL)
Tidalwave Holdings Inc (TWVH)
Today.com Inc (TODY)
Tomorrows Morning Inc (TOMM)
Tongli Pharmaceuticals (TGLP)
Totally Hemp Crazy Inc (THCZ)
Transport Safety Technology Inc (TSFY)
Tsingyuan Brewery Ltd
TVC Telecom Inc (TVCE)
UBrandit.com Inc (UBDT)
Uniforms for America (UNIF)
Union Equity Inc (UNQT)
United Consortium Ltd (UCSO)
VertX Corp (VTXX)
Vision Twenty-One Inc (EYES)
Voxel Inc (VOXQ)
Wake Up Now Inc (WORC)
Wood Products Inc (WPRO)
Wordcraft Systems Inc (WORS)
Xtracard Corp Inc (XTRA)
Yingtui Holdings Ltd (YTHL)
Laura Anthony and TOXIC FINANCIER ASHER. BEWARE
Her and her husband are as questionable as they come. Laura is married to Mike Anthony (formerly known as Mike Anthony Pollaccia until he legally changed his name after being found guilty of a string of fraud between 2000 - 2002.
Laura Anthony (fka Laura Elizabeth Arnoff) who rivals Lysiak in the number of tickers linked to her that have been used for pump&dump scams and insider enrichment schemes and is married to Mark Anthony (formerly known as Mark Anthony Pollaccia until he legally changed his name after being found guilty of a string of fraud between 2000 - 2002) said something that doesn't make any sense at all to me:
"Clearly it is problematic when state and federal rules and regulations cause a conflicting result, leaving a board of directors, shareholders and the investing public in a state of flux," she stated. "What is the capitalization of ECOS? In accordance with the state law, the company has approximately 3.4 million shares issued and outstanding; however, according to the over-the-counter marketplace, the company has approximately 6.8 billion shares outstanding. Legally it seems the company has 3.4 million shares of stock outstanding at a trading price of $.0001 and that Finra's refusal to process relates solely to a refusal to re-price the stock as a result of the reverse split and not a broader refusal to recognize the validity of the share reduction itself."
Micheal Siegel, the ECOS CEO who just so happens to be a personal friend of Curt Kramer and Seth Kramer and has been a shareholder with both in publicly traded companies going back more than 10 years said this:
"If it wasn't for guys like Asher, companies like us would be out of business," he said. "They do a service."
Can a business like ECOS with no revenues or active business operations be considered a real company? Companies like ECOS that are just milking money from retail shareholders to make toxic financiers rich shouldn't exist.
If it wasn't for scammy penny stocks and the OTC markets/pink sheets then attorneys like Laura Anthony and Conrad Lysiak would lose most of their clients, toxic financiers like Curt Kramer wouldn't exist, and Laura's husband, Michael Anthony Pollaccia, wouldn't have any shells to hijack and use for shell packaging any more.
At least one person understands what is going on. A former Finra enforcement official who said that cases like EcoloCap's may become more common.
"They are concerned with the bad actors and they are looking more closely at this niche. I think that is fair to say," the former official said.
http://www.thedeal.com/content/regulatory/finra-may-be-getting-more-aggressive-in-regulation-of-microcaps.php
Conrad Lysiak, ECOS's legal counsel, who just so happens to be linked to dozens of tickers that ended up being pump&dump scams and insider enrichment schemes had this to say:
"The magic word is, 'connected,'" said Conrad Lysiak with the Law Office of Conrad C. Lysiak PS in Spokane, Wash. "What does that mean exactly? Kramer is not an officer, a director, a promoter, advisor or transfer agent. Does the company have a debtor-creditor relationship? Sure. But is he connected? Let me ask you this: What if ECOS had filed for a name change? Would Finra be holding that up as well?"
SCUMBAG CEO had 1 COMPANY SEC REVOKED ALREADY
http://www.sec.gov/litigation/suspensions/2013/34-70375.pdf
NOT how the SEC works they LEFT it open for INTERVENTION and ENFORCEMENT and it's coming.
SEC QUESTIONS SCAM TALK 3 TIMES so FAR.
SEC Suspension Coming? SEC has MANY QUESTIONS for SCAM TALK:
https://www.sec.gov/Archives/edgar/data/1373444/000000000014021733/0000000000-14-021733-index.htm
https://www.sec.gov/Archives/edgar/data/1373444/000000000014018471/filename1.pdf
https://www.sec.gov/Archives/edgar/data/1373444/000000000014009884/filename1.pdf
SEC Suspension Coming? SEC has MANY QUESTIONS for SCAM TALK:
https://www.sec.gov/Archives/edgar/data/1373444/000000000014021733/0000000000-14-021733-index.htm
https://www.sec.gov/Archives/edgar/data/1373444/000000000014018471/filename1.pdf
https://www.sec.gov/Archives/edgar/data/1373444/000000000014009884/filename1.pdf
$395,000 LAWSUIT against this FRAUD:
On July 14, 2015 the Company as a respondent in binding arbitration case number 01-14-0002-0297 was ordered to pay a creditor $78,000 plus interest calculated and accrued at the Florida statutory rate.
On November 21, 2014, on the 17th Judicial Circuit Court in and Broward County, Florida (the “Court 1”), a Contract and Indebtedness lawsuit was filed by TCA Global Credit Master Fund, L.P. against the company. It commenced an action against the company to recover an aggregate dollar amount of $395,623.04.
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=10881296
Funds in a STINKY PINKY? LMAO!!!!!!!!!!!!!!!!!!!!!!
27 BILLION SHARES COMING in this GARBAGE. WOW.
integral Member Level Wednesday, 02/03/16 12:09:48 PM
Re: nodummy post# 103070
Post #
103075
of 103086 Go
That is the issue with Talk, nobody is accounting for the conversion features on the debt securities that are precedent before the four new equity derivatives are/were created for this transaction.
There are 1.875 Billion Common, supposedly.
Secondly, Terry Johnson's 2014 audit cannot be relied upon.
Terry Johnson was censured by the PCAOB in early April or before.
Talk was informed by the SEC of Terry Johnson's suspension in October and engaged David Brooks, all the while TALK "Filed" two 10Qs between Johnson's censure and the engagement of Brooks, therefore, the issuer never had those 10Qs reviewed pursuant to Regulation S-X.
Thus, none of the last 1.75 years of financials cannot be relied upon.
With that said, the notes are $930,000 with conversions as low as 40% of the XXXX bid price in the last xxxx trading days (sorry, don't recall exactly). At $.0015, this nearly doubles the issued.
Then take into account Lee's 85% conversion feature,
Andora's 4.9% conversion
Levy's 5.0% conversion
Mesa's 4.9% conversion
that leaves 0.2% to the 1.875 Billion public which eventually could become, depending on Levy and Johnson's audit and Levy's non-reviewed quarters nearly 3.5 Billion common before the 99.8% convert.
Sorry, but you can do the numbers on 99.8% conversion using 3.5 Billion as the key metric.
I get 26.9 to 27.9 Billion using different sequences of conversions.
Lastly, why publish the $16 million in revenue, however, no other key metrics? Tells me it is negative cash flow and a working capital deficit. Otherwise, you disclose it.
SCUMBAG CEO had 1 COMPANY SEC REVOKED ALREADY
http://www.sec.gov/litigation/suspensions/2013/34-70375.pdf
Call the CONMEN? LMAO!!!!!!!!!!!!!!!!
LOL! 3 MILLION DEFICIT a YEAR. SCAM.
$395,000 LAWSUIT against this FRAUD:
On July 14, 2015 the Company as a respondent in binding arbitration case number 01-14-0002-0297 was ordered to pay a creditor $78,000 plus interest calculated and accrued at the Florida statutory rate.
On November 21, 2014, on the 17th Judicial Circuit Court in and Broward County, Florida (the “Court 1”), a Contract and Indebtedness lawsuit was filed by TCA Global Credit Master Fund, L.P. against the company. It commenced an action against the company to recover an aggregate dollar amount of $395,623.04.
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=10881296
Banned attorney, a Banned Auditor, and a convicted felon and you get iTalk Inc
http://promotionstocksecrets.com/italk-inc-talk-research-report/
FRAUD TALK has a HISTORY of FAKE MERGERS they dump shares into.
http://www.prweb.com/releases/2015/10/prweb13045355.htm
iTalk Inc. (OTCQB: TALK) (“iTalk”), a global provider of advanced communications services, mobile distributor and service provider for the wireless industry, announced today that through its subsidiary Limestone Energy Holdings, Inc., a Florida corporation (“Limestone”), mutually agreed with Hilliard Bender Energy, LLC, a Florida limited liability company (“Hilliard”), to terminate the purchase and sale agreement previously entered into between Limestone and Hilliard on January 6, 2015. Accordingly, Limestone will not be completing the acquisition of Hilliard, as previously described in our Form 8-K filed with the Securities & Exchange Commission on January 6, 2015
Deficit UP to 5.7 MILLION. LOL.
https://www.sec.gov/Archives/edgar/data/1373444/000149315216008988/form10-k.htm
BEWARE SCAM TALK has a YIELD SIGN
Designed for companies with financial reporting problems, economic distress, or in bankruptcy to make the limited information they have publicly available. The Limited Information category also includes companies that may not be troubled, but are unwilling to provide disclosure pursuant to OTC
http://www.otcmarkets.com/stock/TALK/quote
Biggest SCAM on the OTC FRAUD TALK
2013.
Levy already was BUSTED by the SEC. TALK will be number 2 that he loses.
Risky hold if THE SEC SUSPENDS this junk tomorrow it will open 70-90% down on the greys after 10 days. The SEC has had many questions for TALK.
10k SHOWS A nearly bankrupt CELL SHACK WITH one LOCATION.
2014-2015 TOXIC FINANCING.
As of August 31, 2015 and 2014 the balance of the note was zero and $26,359, respectively. During the year ended August 31, 2015 and 2014, respectively, the note was converted into 52,718,560 and 4,495,593 shares of common stock with a value of $11,597 and $14,762.
On February 27, 2014, the Company issued an unsecured 12% convertible note in the amount of $30,000, bearing interest at 12% per annum with both principal and interest due on August 27, 2014.
The note is convertible into the Company’s common stock, at any time, at a conversion price of the lower of: i) 50% discount to the average three lowest bids on the ten trading days before the date the note was executed, or ii) 50% of the average of the three lowest bid prices during the ten trading days preceding the delivery of any conversion notice.
The Company has identified the embedded derivatives related to the above described note. These embedded derivatives included certain conversion features and reset provisions.
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as of each subsequent reporting date which at August 31, 2014 was $42,000. At the inception of the note, the Company determined the aggregate fair value of $42,000 of the embedded derivatives.
As of August 31, 2015 and 2014 the balance of the note was zero and $30,000, respectively. During the year ended August 31, 2015 the note was converted into 25,682,357 shares of common stock with a value of $31,599.
On April 1, 2014, the Company issued an unsecured 12% convertible note in the amount of $50,000, bearing interest at 12% per annum with both principal and interest due on October 1, 2014.
F-13
The note is convertible into the Company’s common stock, at any time, at a conversion price of the lower of: i) 50% discount to the average three lowest bids on the twenty trading days before the date the note was executed, or ii) 50% of the average of the three lowest bid prices during the twenty trading days preceding the delivery of any conversion notice.
The Company has identified the embedded derivatives related to the above described note. These embedded derivatives included certain conversion features and reset provisions.
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as of each subsequent reporting date which at August 31, 2014 was $83,333. At the inception of the note, the Company determined the aggregate fair value of $83,333 of the embedded derivatives.
The initial fair value of the embedded debt derivative of $83,333 was allocated as a debt discount up to the face amount with the remainder recorded as a discount to be amortized over the term of the note. As of August 31, 2015 the balance of the note was zero.
LG Capital Funding, LLC
On March 3, 2014, the Company issued an unsecured 8% convertible redeemable note in the amount of $25,000, bearing interest at 8% per annum with both principal and interest due on March 3, 2015.
The note was convertible into the Company’s common stock, after 180 days, at a conversion price at a 45% discount to the lowest bid twenty trading days preceding the delivery of any conversion notice.
The Company has identified the embedded derivatives related to the above described note. These embedded derivatives included certain conversion features and reset provisions.
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as of each subsequent reporting date which at August 31, 2015 was zero. At the inception, the Company determined the aggregate fair value of $29,456 of the embedded derivatives.
The initial fair value of the embedded debt derivative of $42,000 was allocated as a debt discount up to the face value ($25,000) with the remainder ($42,000) charged to loss on derivative.
During the year ended August 31, 2015 the note was converted into 21,044,172 shares of common stock with a value of $26,027 As of August 31, 2015 and 2014 the balance of the note was zero and $25,000, respectively.
On August 7, 2014, the Company issued an unsecured 8% convertible redeemable note in the amount of $40,000, bearing interest at 8% per annum with both principal and interest due on August 7, 2015. The Company has an option, during the first 180 days, to pay the note in cash at a redemption premium of 145% of the principal amount with any accrued interest.
The note is convertible into the Company’s common stock, after 180 days, at a conversion price at 43% discount to the lowest average of the bid ten trading days preceding the delivery of any conversion notice.
The Company has identified the embedded derivatives related to the above described note. These embedded derivatives included certain conversion features and reset provisions.
F-14
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as of each subsequent reporting date which at August 31, 2015 was $33,600. At the inception of the note, the Company determined the aggregate fair value of $46,021 of the embedded derivatives. During the year ended August 31, 2015 the note was converted into 193,270,611 shares of common stock with a value of $11,155. As of August 31, 2015 and 2014 the amount of the note outstanding was $28,680 and $40,000, respectively.
The initial fair value of the embedded debt derivative of $46,021 was allocated as a debt discount up to the face value of the note ($25,000) with the remainder ($16,396) charged to loss on derivative. As of August 31, 2015 and 2014 the balance of the note was $28,689 and $41,022 respectively.
On May 20, 2015, the Company issued an unsecured 8% convertible redeemable note in the amount of $23,650, bearing interest at 8% per annum with both principal and interest due on May 22, 2016.
The note is convertible into the Company’s common stock, after 180 days, at a conversion price at 43% discount to the lowest bid twenty trading days preceding the delivery of any conversion notice.
The Company has identified the embedded derivatives related to the above described note. These embedded derivatives included certain conversion features and reset provisions.
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as of each subsequent reporting date which at August 31, 2015 was $56,681. At the inception of the note, the Company determined the aggregate fair value of $56,681 of the embedded derivatives.
The initial fair value of the embedded debt derivative of $56,681 was allocated as a debt discount up to the settlement agreement ($25,000) with the remainder ($16,396) charged to current period operations as interest expense. As of August 31, 2015 the balance of the note was $23,650.
KBM WORLDWIDE, INC
On September 16, 2014, the Company issued an unsecured 8% convertible redeemable note in the amount of $53,000, bearing interest at 8% per annum with both principal and interest due on June 18, 2015. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). Interest shall commence accruing on the date that the Note is fully paid and shall be computed on the basis of a 365-day year and the actual number of days elapsed. The Company has identified the embedded derivatives related to the above described note. These embedded derivatives included certain conversion features and reset provisions.
The balance of the note as of August 31, 2015 was zero. During the year ended August 31, 2015 the note was converted into 843,625,000 shares of common stock.
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as of each subsequent reporting date which at August 31, 2014 was $53,000. At the inception of the settlement agreement, the Company determined the aggregate fair value of $53,000 of the embedded derivatives.
The initial fair value of the embedded debt derivative of $53,000 was allocated as a debt discount up to the face amount of the note ($50,000) with the remaining ($3,000) charged to loss on derivative. As of August 31, 2015 the balance of the note was zero.
F-15
BEAUFORT CAPITAL PARTNERS, LLC
On October 14, 2014, the Company issued an unsecured 8% convertible redeemable note in the amount of $12,500, due on April 14, 2015. The note is convertible into the Company’s common stock, after 180 days, at a conversion price at 45% discount to the lowest bid twenty trading days preceding the delivery of any conversion notice.
The Company has identified the embedded derivatives related to the above described note. These embedded derivatives included certain conversion features and reset provisions.
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as of each subsequent reporting date. At the inception of the settlement agreement, the Company determined the aggregate fair value of $12,855 of the embedded derivatives.
As of August 31, 2015, the balance of the note was zero. During the year ended August 31, 2015, the note was converted into 181,763,636 shares of common stock.
Dutchess Opportunity Fund II, LP
On October 17, 2013, the Company issued an unsecured convertible note in the principal amount of $300,000 to Dutchess Opportunity Fund, II, LP (“Dutchess”). The Company received proceeds from the Note in the amount of $235,000. The Note does not bear an interest rate; however, the Company was obligated to repay Dutchess $300,000 on or before October 17, 2015. The Company is obligated to pay
Dutchess monthly amortization payments of $20,000 beginning on December 1, 2013.
The note is immediately convertible into shares of the Company’s common stock, par value $.001, (the “Common Stock”) at the sole option of Dutchess. At inception date, the conversion price was 90% of the lowest volume weighted average price of the Common Stock during the 20 trading days immediately prior to a conversion notice from Dutchess to the Company.
The Company has identified the embedded derivatives related to the convertible note. These embedded derivatives included certain conversion features and reset provision.
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as of each subsequent reporting date which at August 31, 2015 was zero. At the inception of the note, the Company determined the aggregate fair value of $42,099 of the embedded derivatives.
In addition, as an inducement to enter into the note, the Company issued 1,000,000 shares of common stock to Dutchess. The Fair value of the inducement shares issued of $145,000 charged to current interest expense during year ended August 31, 2015.
Debenture Registration Rights Agreement
In connection with the issuance of the above described Subscription Agreement, the Company entered into a registration rights agreement requiring the Company to, by December 16, 2013, prepare and file with the Securities and Exchange Commission (“SEC”) a registration statement or registration statements (as is necessary) covering the resale of all of the common stock, which registration statement(s) shall state that, in accordance with Rule 415 promulgated under the Securities Act, such Registration Statement also covers such indeterminate number of additional shares of common stock as may become issuable upon stock splits, stock dividends or similar transactions.
https://www.sec.gov/Archives/edgar/data/1373444/000149315216008988/form10-k.htm
Deficit UP to 5.7 MILLION. LOL.
https://www.sec.gov/Archives/edgar/data/1373444/000149315216008988/form10-k.htm
SEC Suspension Coming? SEC has MANY QUESTIONS for SCAM TALK:
https://www.sec.gov/Archives/edgar/data/1373444/000000000014021733/0000000000-14-021733-index.htm
https://www.sec.gov/Archives/edgar/data/1373444/000000000014018471/filename1.pdf
https://www.sec.gov/Archives/edgar/data/1373444/000000000014009884/filename1.pdf
Banned attorney, a Banned Auditor, and a convicted felon and you get iTalk Inc
http://promotionstocksecrets.com/italk-inc-talk-research-report/
27 BILLION SHARES COMING in this GARBAGE. WOW.
integral Member Level Wednesday, 02/03/16 12:09:48 PM
Re: nodummy post# 103070
Post #
103075
of 103086 Go
That is the issue with Talk, nobody is accounting for the conversion features on the debt securities that are precedent before the four new equity derivatives are/were created for this transaction.
There are 1.875 Billion Common, supposedly.
Secondly, Terry Johnson's 2014 audit cannot be relied upon.
Terry Johnson was censured by the PCAOB in early April or before.
Talk was informed by the SEC of Terry Johnson's suspension in October and engaged David Brooks, all the while TALK "Filed" two 10Qs between Johnson's censure and the engagement of Brooks, therefore, the issuer never had those 10Qs reviewed pursuant to Regulation S-X.
Thus, none of the last 1.75 years of financials cannot be relied upon.
With that said, the notes are $930,000 with conversions as low as 40% of the XXXX bid price in the last xxxx trading days (sorry, don't recall exactly). At $.0015, this nearly doubles the issued.
Then take into account Lee's 85% conversion feature,
Andora's 4.9% conversion
Levy's 5.0% conversion
Mesa's 4.9% conversion
that leaves 0.2% to the 1.875 Billion public which eventually could become, depending on Levy and Johnson's audit and Levy's non-reviewed quarters nearly 3.5 Billion common before the 99.8% convert.
Sorry, but you can do the numbers on 99.8% conversion using 3.5 Billion as the key metric.
I get 26.9 to 27.9 Billion using different sequences of conversions.
Lastly, why publish the $16 million in revenue, however, no other key metrics? Tells me it is negative cash flow and a working capital deficit. Otherwise, you disclose it.
SCUMBAG CEO had 1 COMPANY SEC REVOKED ALREADY
http://www.sec.gov/litigation/suspensions/2013/34-70375.pdf
FRAUD TALK has a HISTORY of FAKE MERGERS they dump shares into.
http://www.prweb.com/releases/2015/10/prweb13045355.htm
iTalk Inc. (OTCQB: TALK) (“iTalk”), a global provider of advanced communications services, mobile distributor and service provider for the wireless industry, announced today that through its subsidiary Limestone Energy Holdings, Inc., a Florida corporation (“Limestone”), mutually agreed with Hilliard Bender Energy, LLC, a Florida limited liability company (“Hilliard”), to terminate the purchase and sale agreement previously entered into between Limestone and Hilliard on January 6, 2015. Accordingly, Limestone will not be completing the acquisition of Hilliard, as previously described in our Form 8-K filed with the Securities & Exchange Commission on January 6, 2015
BEWARE SCAM TALK has a YIELD SIGN
Designed for companies with financial reporting problems, economic distress, or in bankruptcy to make the limited information they have publicly available. The Limited Information category also includes companies that may not be troubled, but are unwilling to provide disclosure pursuant to OTC
http://www.otcmarkets.com/stock/TALK/quote
$395,000 LAWSUIT against this FRAUD:
On July 14, 2015 the Company as a respondent in binding arbitration case number 01-14-0002-0297 was ordered to pay a creditor $78,000 plus interest calculated and accrued at the Florida statutory rate.
On November 21, 2014, on the 17th Judicial Circuit Court in and Broward County, Florida (the “Court 1”), a Contract and Indebtedness lawsuit was filed by TCA Global Credit Master Fund, L.P. against the company. It commenced an action against the company to recover an aggregate dollar amount of $395,623.04.
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=10881296
Laura Anthony and TOXIC FINANCIER ASHER. BEWARE
Her and her husband are as questionable as they come. Laura is married to Mike Anthony (formerly known as Mike Anthony Pollaccia until he legally changed his name after being found guilty of a string of fraud between 2000 - 2002.
Laura Anthony (fka Laura Elizabeth Arnoff) who rivals Lysiak in the number of tickers linked to her that have been used for pump&dump scams and insider enrichment schemes and is married to Mark Anthony (formerly known as Mark Anthony Pollaccia until he legally changed his name after being found guilty of a string of fraud between 2000 - 2002) said something that doesn't make any sense at all to me:
"Clearly it is problematic when state and federal rules and regulations cause a conflicting result, leaving a board of directors, shareholders and the investing public in a state of flux," she stated. "What is the capitalization of ECOS? In accordance with the state law, the company has approximately 3.4 million shares issued and outstanding; however, according to the over-the-counter marketplace, the company has approximately 6.8 billion shares outstanding. Legally it seems the company has 3.4 million shares of stock outstanding at a trading price of $.0001 and that Finra's refusal to process relates solely to a refusal to re-price the stock as a result of the reverse split and not a broader refusal to recognize the validity of the share reduction itself."
Micheal Siegel, the ECOS CEO who just so happens to be a personal friend of Curt Kramer and Seth Kramer and has been a shareholder with both in publicly traded companies going back more than 10 years said this:
"If it wasn't for guys like Asher, companies like us would be out of business," he said. "They do a service."
Can a business like ECOS with no revenues or active business operations be considered a real company? Companies like ECOS that are just milking money from retail shareholders to make toxic financiers rich shouldn't exist.
If it wasn't for scammy penny stocks and the OTC markets/pink sheets then attorneys like Laura Anthony and Conrad Lysiak would lose most of their clients, toxic financiers like Curt Kramer wouldn't exist, and Laura's husband, Michael Anthony Pollaccia, wouldn't have any shells to hijack and use for shell packaging any more.
At least one person understands what is going on. A former Finra enforcement official who said that cases like EcoloCap's may become more common.
"They are concerned with the bad actors and they are looking more closely at this niche. I think that is fair to say," the former official said.
http://www.thedeal.com/content/regulatory/finra-may-be-getting-more-aggressive-in-regulation-of-microcaps.php
Conrad Lysiak, ECOS's legal counsel, who just so happens to be linked to dozens of tickers that ended up being pump&dump scams and insider enrichment schemes had this to say:
"The magic word is, 'connected,'" said Conrad Lysiak with the Law Office of Conrad C. Lysiak PS in Spokane, Wash. "What does that mean exactly? Kramer is not an officer, a director, a promoter, advisor or transfer agent. Does the company have a debtor-creditor relationship? Sure. But is he connected? Let me ask you this: What if ECOS had filed for a name change? Would Finra be holding that up as well?"
Banned attorney, a Banned Auditor, and a convicted felon and you get iTalk Inc
http://promotionstocksecrets.com/italk-inc-talk-research-report/
SOME of Laura Anthony's SCAMS. Check where they are now. Stay FAR away from this crap.
More than 200 public companies and/or usurped tickers put into the market by jammed up lawyer Laura Anthony and banned ex broker Michael Anthony Pollaccia.
AAP Inc (AAPJ)
Aden Enterprises Inc (ADEN)
Aim Smart Corp (AIMR)
Alchemy Creative Inc (ALMY)
All Line Inc (ALIN)
Alta Gold Co (ALGD)
American Consolidated Laboratories (AMCL)
American Quantum Cycles Inc (AQCY)
American Restaurant Holdings Inc (ARHI)
American Surface Technologies Intl (SURF)
American-International Food Corp (AIFP)
Americon Network International (AVLL)
Amwest Environmental Group (AEGI)
Angus Energy Corp (AGSC)
Apogee Robotics Inc (APRB)
Arem Pacific Corp (ARPC)
Argus Resources Inc (AGSR)
Atlas Rescources International (ALSI)
Avteam Inc (AVTMQ)
Banneker Inc (BANI)
Beacon Redevelopment Industrial (BCND)
Biomagnetics Diagonostics Corp (BMGP)
BioRestorative Therapies Inc (BRTX)
Canadian Aeroespace Group Intl (CASG)
Capital Media Group Ltd (CPMG)
Carco Electronics (CARK)
Cardio Network Inc (CNWI)
Carefree Group Inc (CRFU)
Caribbean Cigar Co (CIGR)
Cartis Inc (CARI)
Caspian Energy International Inc (CAPP)
Cbp Carbon Industries Inc (CBPJ)
Chatcom Inc (CHAT)
China Good Electric Inc (CGDL)
China Greenstar Corp (FAFA)
China Industrial Group Inc (CIND)
China Now Inc (CINW)
Cinnabar Enterprise Inc (CINN)
Coastal Technologies Inc (CTTJ)
Columbia River Resources Inc (CRVV)
Columbus Geographic Systems (GIS) Ltd
Compliance Systems Corporation (COPI)
Corporate Services International Inc (UTAH)
Corporate Services International Inc (Delaware)
Crown City Plating Co (CCPG)
Cumetrix Data Systems Corp (CDSC)
CybeRecord Inc (CYRD)
Cybersentry Inc (CYRS)
Cyclone Power Technologies Inc (CYPW)
DesiTV Inc (DSTV)
Digital Information and Virtual Access (DVTL)
Display Technologies Inc (DTEK)
Dixie Lee International Industries Inc (DLII)
Econometrics Inc (EOMI)
Eko International Corp (EKNL)
EMAV Holdings Inc (EMAV)
Embarr Downs Inc (EMBR)
Emerging World Pharma (EWPI)
Empire Film Group (EFGU)
Enlighten Software Solutions Inc (SFTW)
Environmental Construction Products (ECPI)
Environmental Digital Svcs Inc (EVDS)
Envit Capital Group Inc (ECGP)
Flour City International Inc (FCIN)
Focus Entertainment International (FEII)
Fortel Inc (FRTL)
Future Carz Inc (FCRZ)
Genetic Vectors Inc (GVEC)
Global Access Enterprise Inc
Global Environmental Inc
Global Group Investment Holdings (GIHI)
Global Teledata Corp (GDAC)
Hannover House Inc (HHSE)
Health Sciences Group Inc (HESG)
Helionetrics Inc (HLXC)
Hero International USA Holding Corp (HIUH)
Hi-Rise Recycling Systems
Hi-Rise Recycling Systems of 1990 (HIRI)
HomefoodClub.com Inc (KLUB)
Hygenics Pharmaceuticals Inc (HGNP)
IAHL Corp (IAHL)
IBAC Corp (ICAN)
Ibises International Inc (IBSN)
Icon Media Holdings Inc (ICNM)
Icon Vapor Inc (ICNV)
Ideal Accents Inc (IACE)
IEG Holdings Corp (IEGH)
Imperial Credit Industries Inc (ICII)
Inc Designs Inc
InCall Systems Inc (ICAS)
InComnet Inc (ICNT)
Indian Wells Water Company Inc (IWWCQ)
Innovision International Corp (IVNL)
Intelacare Marketing Inc (IKMA)
Intercontinental Holdings Inc (ICLH)
Internatural Pharmaceuticals Inc (INAN)
Ion Technology Inc (IOTG)
James Monroe Capital Corp (JMON)
JinZangHuang Tibet Pharmaceuticals (JZHG)
Jumbo Sports Inc (JSIB)
Ksign International Inc (KSGI)
Leasing Solutions Inc (LSNS)
Lew Corp (LEWW)
Macau Capital Investments Inc (MCIM)
Mellin Industries Inc (MELL)
Ludvik Capital Inc
Savwatt USA Inc (SAVW)
Merilus Inc (MRHD)
Method Products Corp (MHTD)
Mindset Interactive Corp (MSIA)
MyGlobalConcierge.Com Inc (MGCG)
MyNet Inc
MyWeb Inc.com (MWEB)
National Cable Inc (NCAB)
Noble Group Holdings Inc
Nordic American Inc (NRDM)
North American Building Inc (NABD)
Nurses Network.com Inc (NURS)
Omni Nutraceuticals Inc (OMNN)
Online Sales Strategies Inc (OSSI)
Optimum Source International Ltd (OSIN)
Oxford Educational Services Inc (OXED)
Pallet Management Systems Inc (PALTQ)
Parabel Inc (PABL)
Pharmaceutical Laboratories Inc (PHLB)
Phasertek Medical Inc (PTMI)
Planisol Inc (PASL)
Premier Laser Systems Inc (PLSIQ)
QMIS Finance Securities Corp (QMIS)
Questus Global Limited
Radium Resources Corp (RADR)
Receptors Inc (RCRS)
Reliant Financial Service Corp (RFNS)
Retrospettiva Inc (RTRO)
Roller Hockey International Inc (PUCK)
Sani Med Inc (SAMD)
Say Yes Foods Inc (SYES)
Scandia Inc (SDNI)
Seahawk Deep Ocean Technology (SHWK)
Seaniemac International, Ltd (BETS)
Sen Yu Interntional Holdings (CSWG)
Shao Tong Chuan Health Vegetarian Food (STVG)
Silicon Valley Research Inc (SVRG)
Silver Star International Inc (SVSR)
Sky Scientific Inc (SKYS)
SLS Industries (SLSI)
Intrinsic Audio Solutions Inc(IASI)
Smart Choice Automotive Group (SCHA)
Solar Satellite Communication Inc (SSCI)
Solopoint.com Inc (SLPT)
Southcorp Capital Inc (STHC)
Southern Energy Company Inc
Staceys Buffet Inc (SBUFQ)
Standard Commerce Inc (STCC)
Stars to Go Inc (STGO)
Stealth Industries Inc (STII)
Sterling Business Solutions Inc (STLB)
Storage Alliance Inc (SGAL)
Strategic Global Investment Inc (STBV)
Sugarmade (SGMD)
Sun Quest Holdings Inc (SNQS)
Sunrise Consulting Group Inc (SNRS)
Super Energy Investments Corp (SYIV)
Syncronys Softcorp (SYCR)
Synesi Inc (SYNS)
TEC Technology (HGHN)
The Jockey Club Inc (JKCL)
Tidalwave Holdings Inc (TWVH)
Today.com Inc (TODY)
Tomorrows Morning Inc (TOMM)
Tongli Pharmaceuticals (TGLP)
Totally Hemp Crazy Inc (THCZ)
Transport Safety Technology Inc (TSFY)
Tsingyuan Brewery Ltd
TVC Telecom Inc (TVCE)
UBrandit.com Inc (UBDT)
Uniforms for America (UNIF)
Union Equity Inc (UNQT)
United Consortium Ltd (UCSO)
VertX Corp (VTXX)
Vision Twenty-One Inc (EYES)
Voxel Inc (VOXQ)
Wake Up Now Inc (WORC)
Wood Products Inc (WPRO)
Wordcraft Systems Inc (WORS)
Xtracard Corp Inc (XTRA)
Yingtui Holdings Ltd (YTHL)
SEC Suspension Coming? SEC has MANY QUESTIONS for SCAM TALK:
https://www.sec.gov/Archives/edgar/data/1373444/000000000014021733/0000000000-14-021733-index.htm
https://www.sec.gov/Archives/edgar/data/1373444/000000000014018471/filename1.pdf
https://www.sec.gov/Archives/edgar/data/1373444/000000000014009884/filename1.pdf
Deficit UP to 5.7 MILLION. LOL.
https://www.sec.gov/Archives/edgar/data/1373444/000149315216008988/form10-k.htm
It's an EXPOSED FRAUD is why.