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only 6.5 million more short shares left to cover
sweet, check out the vol. 350,000 shares in the first 15 minutes
can you say......short squeeeeeeeeeeez
thanks, nice overall results. lets see how the street treats us tomorrow
I think usually comes out around 45 min. from now.
5pm EST
Hey Value,
do you have any idea as to a time frame to hear any additional info. how common shares are affected?
tia
down 26.09% today
Part II: Opinion on the outcome.
courtsey of Sparks100 post #38821
Interpretations and opinions:
1. The transfer of the asset. Valuing the Asset based upon the value of the
Notes, plus interest, is not an acceptable method of accounting. Use of an
improper valuation of the asset is the basis of a fraud that was committed,
which was among other things, "Fraud in the Inducement". Several questions
arise from this, what was the value of the asset on DLAD's books, how real
was that valuation, and who was the third party that independantly appraised
that valuation? There was no independant appraisal, so the value was based
solely upon the value of the Notes. And therefore the fraud. NIR/Ribotsky
knew this, and yet subsequently approved the transactions. In the law one
doesn't have to actually have committed the fraud if they are aware of it and
give their consent for such to happen. This is what makes NIR/Ribotsky a
party to a "Conspiracy to commit Fraud".
2. Post Transfers. Humphries basically took over a shell with no income as the
temporary personnel business that SEVO operated was transferred away with
Walters departure. Humphries was now in charge of a shell with no income and
no visible capital backing, as opposed to DLAD, which did have some income.
This now raises additional questions. How was SEVO supposed to be able to
make something of an asset that under the same management when owned by
DLAD, was not able to produce more, by a company that was already known to
exist and market such software? The answer was simple, it wasn't. There
were no agreements to continue the funding by NIR either for DLAD or for SEVO.
Further, there was no plan, documented or not, to increase the value of SEVO
by anything other than the bogus software, which NIR, Walters, and Humphries
knew would not happen. In a court of law, a juror with a reasonable understanding
would draw only one conclusion. The Notes were transferred for one purpose only,
for NIR to convert them to stock and subsequently sell the stock. In addition,
such a juror could only conclude that Humphries had one purpose, to further and
protect NIR's interests at the expense of SEVO/SSEV, at the expense of share-
holders and certain other officers and directors. After the smoke cleared,
it became known to Humphries that he needed to improve the value of SSEV, so that
NIR could convert and sale stock for high profit margins, because unless the Price
could be pumped, it would be difficult for NIR to dump the shares it converted.
This was the driving decision behind the acquisition of HHI and HOSS companies.
3. NIR's refusal to continue funding. This started the chain of events that led to NIR's
growing adverse situation. By refusing to fund Humphries, they placed him in a posi-
tion that led to his decisions to pursue other sources of cash, even resorting to illegal
activities. To use a movie as an analogy, in "The Hunt for Red October", the second
in command turns to the Captian of the Soviet Sub and says, "You arrogant ass, you
have killed us!". Since Ribotsky made all final decisions on who to fund and not, he
made the decision that started Humphries down the worsening path he took, falling
into the FBI sting and the forging of documents at SSEV. This has all the makings
of a classic Greek tragedy, and the true irony of it is, the arrogant ... did it to himself.
4. The FBI's involvement. Who knows when NIR and Ribotsky came up on the SEC's
and FBI's radar. It is certain that feds had become involved with the investigation into
NIR in 2008 and were giving greater scrutiny to all of NIR's wheelings and dealings.
The first real break came into play when a NIR investor raised allegations of frau-
dulent valuations. There is no doubt that the NIR/Walters/Humphries deal came up
on the radar shortly after it happened. The problem was, who could they go after to
get to NIR? After the FBI became aware of Humphries financial difficulties, it became
an easy decision to settle on him for the operation of a sting. And it worked. But the
removal of Humphries from SSEV was a worrisome time for the FBI, and it could
cause the greater goal to be jeopardized. They still had the results of the sting to
use, but the question was would that be enough to get Humphries to turn on NIR/
Ribotsky? Then came the next big break, HLNT filed its initial Counter Claim against
NIR, Ribostky, Humphries and Walters, et al. in June 2010. This suddenly made the
sting operation a gold mine for the FBI, and the potential of having them involved in
the HLNT/NIR Counter Claims suit through a criminal cause with much worse prison
time was the pressure to force Humphries to turn. By the time the Indictment had
been released, the FBI and SEC had already worked out a deal with Humphries and
Epstein to provide information that would help in the case against NIR and the infor-
mation already provided was both credible enough and substantial enough to be useful.
Just remember that Ribotsky started this chain of events with his decisions. More on
this topic later.
5. NIR's response to Humphries removal. At no time did NIR ever expect Humphries
to be removed. (This becomes obvious later on in their Motion to Dismiss against
HLNT's Counter Claim.) However, their immediate response was to request (Demand)
conversion of a Note or Notes. This is interesting in that they seemed to be quite lax
in insisting on the conversion process while Humphries was CEO. When SSEV
refused to convert, next came the killer lawsuit, the Breach of Contract that had
worked so well for them in the past, and for which they had yet to lose a case. But
this was an important oversight by NIR. They had no clue as to what Humphries had
left behind, so they were extremely confident in their "we are going to bully you or
bury you" approach. When HLNT filed its initial Counter Claim, a few red flags were
raised, but other companies like HLNT had done so in the past and NIR had survived
such problems without a loss. HLNT was having trouble with NIR cooperating in the
discovery process, so by October 2010 in a Conference meeting, the Judge ordered
NIR to comply. This was a bigger red flag than before, but NIR/Ribotsky still failed to
recognize the significance of it. About the same time comes the SEC Indictment on
Humphries. Suddenly, the red lights start flashing. This is a deeper issue than NIR/
Ribotsky thought, and it now becomes apparent that NIR has bigger problems than
they first realized. They were caught with their pants down with the documentation
that Humphries left behind, they are now battling a court case that is truely about
fraud (Fraud has a higher level of precedence than contract law, contracts can be
overturned if fraud exists, and there can now be criminal implications as well.) which
has been outside of NIR's normal level of courtroom litigation, and the feds have
witnesses (Humphries and Epstein) that are willing to testify to something. NIR then
tightens up its initial case with an amended complaint naming DLAD along with SSEV
as defendants, a direct threat to Humphries (Who by now had already felt betrayed by
NIR over the refusal of funding mentioned before.).
6. Epsteins slip up; Humphries dilemma. Epstein, who obviously needed money or
just got greedy or both, tried to sell the SSEV (HLNT Stock) that he failed to surren-
der to HLNT per the non litigation agreement. The FBI learns of this and Epsteins
plea and cooperation agreement is cancelled and he is off to jail with an extended
sentence. This is a wake up call to Humphries in that now he sees that if he hasn't
been completely forthcoming with the feds, he can really be imprisoned for a much
longer time. So the question now arises, did he or didn't he tell all? The Feds don't
want to go into a court with a witness, especially, one who now has a conviction,
if that witness turns out to be impeachable because he held back on telling the Feds
everything. The Feds would frown on that and would go after Humphries even more
so, resulting in more prison time and further convictions. Hence Humphries dilemma.
7. HLNT's amended Counter Claims; NIR's Motion to Dismiss. In December 2010,
HLNT filed an amended Counter Claim, however, it contained sensitive information
that NIR argued against releasing, so it was secured to prevent access by the public
on the SCROLL system. HLNT had to refile that amended Counter Claim with the
sensitive information redacted (blackened out). In the amended Counter Claim, HLNT
was able to better state the issues and facts because of the subsequent information
that was found during discovery. Yet to be compliant with the filing deadlines, HLNT
did so without the full discovery being completed. Now comes NIR with a Motion to
dismiss, claiming three reasons, the first being that HLNT's claims were not specific
enough, the second that HLNT did not meet the burden of proof in the fraud specifi-
cations, and third, if NIR did do anything wrong, so did HLNT and therefore NIR's
Motion to dismiss should be unheld. HLNT responded with opposition papers, NIR
responded as well, then both parties made oral arguments to support their positions
and refute the others position at the Motion hearing.
8. Humphries Motion and Wrap Up. During February 2011, Humphries was deposed
by the FBI. This information in the deposition has not yet been made public, only
that it did occur. Towards the end of March, Humpries filed a Motion to dismiss. He
acted on his own behalf in the filing, most likely because he couldn't afford a lawyer
and none were willing to take the case on a Pro Bono basis (for free). Humphries also
filed an Objection to HLNT's request for discovery and we learned from that that he had
sent supposedly everything to the SEC (probably complying with a subpeona). I think
we can be pretty certain that the records and copies of the evidence in the HLNT/NIR
suit have been requested and/or subpeonad as well and that they have already been
sent to Feds. I think that everyone was expecting a decision at least by the 28th of
April, but Humphries filed for bankruptcy and this threw off the Judges time agenda.
Of course, everyone knows by now the decision that the Judge passed down on the
Motion by Humphries, and that was that the dismissal was upheld, but because the
Bankruptcy is a federal case and has precedence over a state civil suit. The Judge
also said that HLNT could also renew its case against Humphries once the Bankruptcy
is terminated. The Judge also seperated the HLNT's Counter Claim suit against
Humphries from the rest of the suit, clearing the way for the dismissal and finally
ordered all other parties to meet on the 12th of May for a conference.
9. The Final Outcome of the Law Suit. The conference next week will exclude
Humphries (who has a free temporary hall pass). There are several possible
outcomes at this point. The first and most desireable in my opinion is that the
Judge will allow the case to go to trial. This would allow HLNT to seek damages
which is important. Remember, HLNT requested that the status quo be reset
($11+ million of Notes and Interest back to DLAD, about $3 million worth of
Notes and Interest back to HLNT). A damage award against NIR would give
HLNT the negotiating power to bargain away the remaining notes. Also, HLNT
would be able to seek a damages award from Walters and his companies for
the income lost with the transfer out of the temporary employment function and
other damages as well. While the trial would continue the presence of NIR around
HLNT, it would be that the certainty of HLNT winning would be greatly improved
after the denial of the NIR Motion. HLNT can now start moving on in anticipation
of winning, focusing more on the business at hand and issuing the PR's we all so
much want and expect. The NIR case will move into the background and become
a footnote along the way. The second possibility is actually a group of possibilities
that revolve around the Judge instructing all parties to settle. One sub-possibility
is that like above, the status quo is reset. This allows NIR to press for its conver-
sion of the remaining balance of the Notes, not a desireable outcome for HLNT's
shareholders. But HLNT could recover some lost income from Walters and his
companies. A second sub-possibility would be similar to the first one in which
the status quo is restored but only to the extent that HLNT can settle in cash for
the balance of the unpaid notes and interest on the remaining $3 million. Again,
loss of income could be recovered from Walters and could be used to offset the
cash payments to be made to NIR. Much better for shareholders as this removes
the possibility of dilution caused by NIR's conversion. However, this continues to
allow NIR's shadow to be cast over HLNT and if HLNT were to slip up on any payment,
NIR would be certain to run back to court and demand a summary settlement that
is disadvantageous to HLNT and Shareholders. A third sub-possibility would be that
the $11+ million in Notes and Interest is returned to DLAD, Walters retains the $3
million in Notes and interest, but HLNT foregoes any award from the settlement
and all parties pay their own legal expenses. As a shareholder, I would want HLNT
to accept this possibility as it brings immediate closure to the NIR mess and
HLNT can now freely go on about its business. There are precedents for either
of the first two Settlement sub-possibilities, the Whalehaven and the Truk Fund
settlements.
10. Conclusion. The possibilities involving a settlement are the most likely, as the
continuing to trial can raise a lot of complex issues that go far beyond just the
case for HLNT/NIR etal. The Judge has a lot of motivation for seeing this happen,
don't forget that she has a lot of other cases to contend with also. Also, as far
as the State of New York is concerned, the less that she has to deal with other
complex issues, the better for the State of New York. Of the three settlement
possibilities, the last one in which Notes and Interest are returned to DLAD,
Walters retains the other Notes and Interest, and everyone pays their own liti-
gation expenses is the most likely to occur. The issue of fraud negates the DLAD
transfer. It is interesting that the issue of ratification can apply here in that NIR
and Walters have ratified that Notes transfer by any conversions done by Walters
for NIR, or any payments to NIR by that fact. However, there may be some slight
variation of this possibility that will be the final settlement.
The opinions expressed here are my own, I am not a liscensed legal
professional and therefore the information presented here cannot be
relied upon for any legal issues or investment decisions. Readers, as
always should conduct their own due diligence and make their own
investment decisions accordingly.
Summary and review of some necessary facts:
courtesy of Sparks100 post 38806
1. Under Robert Rhodes (CEO before David Walters who was CEO before
Steven Humphries who was CEO before the temporary position of Mel
Robinson who was CEO before our current CEO, Charlton Coates), SEVI
(before SEVO before SSEV before HLNT) was involved with PIPE funding
from NIR, from about 2004 to 2007 where Walters replaced Rhodes. Part
of that funding was paid back by the typical process of converting of
Notes to stock for NIR who turned around and sold them for immediately
large profits (often times with the help of the CEO who would pump the
stock for a better price for NIR after the conversion was done).
2. During Rhodes tenure as CEO, on OCT 17th, 2006, SEVI became a
delisted company with the SEC and discontinued reporting under the
SEC rules.
3. About the 1st of March, 2007, Walters replaced Rhodes as CEO and
Rhodes remained on as a director. It is alleged here by HLNT in its
Counter Claims suit that this was with the knowledge and approval of
NIR and for the purpose of furthering NIR's conversion practices.
4. Under Walters, on or around SEP 12th, 2007, SEVI was changed to
SEVO and underwent a 30 to 1 Reverse Stock split, which allowed the
further conversion of Notes by NIR and their immediate sale for huge
profits. Additionally, under Walters, NIR continued to fund SEVO with
more Convertible Note purchases.
5. During the same period of time, NIR funded Dealers Advance (DLAV
which later became DLAD), of which Steven Humphries was the CEO.
6. By 2008, although NIR still was funding DLAD, NIR had become some
what concerned about the ability of DLAD to absorb the Notes conversion
which presented a problem for NIR. During the latter part of 2008,
Humphries became aware of SEVO, which apparently had the ability to
still allow the NIR Notes conversion.
7. During the latter part of 2008, NIR, Walters and Humphries worked
together to create a deal in which the SEVO Notes (which were being
converted and only about 2.5 million were left) would be spun off
to a company owned and or controlled by Walters, along with the opera-
tional part of SEVO, and a payment for the deal to walters in cash and
in stock, leaving a shell for Humphries. In the process, Walters would
resign as CEO of SEVO. Humphries was then to transfer the DLAD Notes,
most of which had not been paid, and were valued at one time at around
$10.5 to $10.8 Million and a short time later, revalued to about $11.3 Million
(this included the original unpaid notes and unpaid interest). This was done
in accompanyment with the transfer of a computer software asset that was
like wise valued at $10.5 to $10.8 Million and also later adjusted to about
$11.3 Million. These transactions took affect with the full knowledge and
approval and NIR and Ribotsky on the 31st of DEC, 2008. Walters resigned,
Humphries became the next CEO of SEVO.
8. NIR stopped funding SEVO and DLAD about OCT or NOV 2008. NIR then
declined to fund SEVO during 2009. In the meantime, Humphries was
looking for ways to increase the value of the empty shell that he had
become the CEO of. He did this by contacting and inducing HHI and
HOSS companies to commit to a stock swap/purchase agreement that was
completed about August 2009. The stock swap was never actually fulfilled.
9. The FBI decided to do a sting operation of Humhries during the
first half of 2009, and by August 2009, had started the actual operation.
10. SEVO undergoes a 500 to 1 reverse stock split and becomes SSEV,
March 3rd, 2009.
11. Humphries, in the need for cash, tries to sell the "bogus" computer
software asset to another company unrelated to SSEV, from his company,
DLAD. This is done between March 2009 and June 2009?
12. Humphries begins forging signatures on documents that allows him
to sell convertible Notes to other PIPE type companies, the proceeds
of which are not documented in SSEV's records, September 2009 to
January 2010.
13. Humphries is unknowingly caught in the sting operation by the FBI,
who still continue the operation. Caught at the same time is Epstein,
a director/officer of SSEV working with Humphries. This occurs in the
period of August to October 2009.
14. Humphries signature forgings are discovered in FEB 2010. By the 1st
of March, he is allowed to resign and an agreement is made with Foster and
Robinson to waiver any legal proceedings in exchange for certain require-
ments of Humphries. On the 3rd of March, Humphries, his son, and Epstein
resign, Mel is named interim CEO. Because of the relatively short time frame
in which this happens, Humphries is not able to dispose of the documenta-
tion about his dealings with NIR. Some of this documentation is discovered
over the next couple of weeks.
15. During March of 2010, many things happen. Charles Coates becomes a
Director and the new CEO of SSEV. NIR, through its company New Millenium,
submits requests for the conversion of Notes as per its typical contract. Based
upon the information that has already been found, SSEV refuses. The head-
quarters of SSEV is moved from Houston, Texas to Farmington, Arkansas.
NIR, through New Millenium, et all, sues SSEV for Breach of Contract
for not converting the Notes as requested.
16. The month of April, 2010 is also an exceptional month. The company
stock symbol is changed from SSEV to HLNT. More documentation is being
uncovered that shows the extent of dealings between NIR, Walters and
Humprhies.
17. The FBI unofficially completes the Humphries/Epstein sting operation
in May 2010.
18. In June, HLNT files a Counter Claims suit against NIR, etal.
19. Due to a failure to abide by the agreement, first Charles Foster, then
Mel Robinson, sued Humphries for breach of the agreement that he signed
(back in February) during July and August, respectively.
20. October 7th, 2010, the SEC and FBI announce the indictments of
Humphries and Epstein based upon the sting operation.
21. At the end of November, 2010, NIR amended its suit to reference DLAD
along with SSEV for the Notes. HLNT amended its Counter Claims suit in
December, but had to resubmit the amended filing in January 2011 with
sensitive information redacted (blackened out). In March, 2011,
NIR filed its Motion to dismiss HLNT's amended Counter Claims suit
and both companies filed additional responses to each others responses.
This information can be found in the case filings for HLNT vs NIR on the New
York State Supreme Courts SCROLL system, the SEC Case against Humphries
through PACER and corporate filings that appear on Pink Sheets. If you want to
review the documents and need links or directions on how to access the informa-
tion, please let me know. Some dates on this review are estimated with as much
accuracy as possible as they are not provided in the source documents
rainmaker2, thanks for the additonal info. on Walter's new hire,
today at 11am an appearance is scheduled at the courthouse, so hope to see some updates a little later in the day on the court website
http://iapps.courts.state.ny.us/iscroll/Appearances.jsp?IndexNo=600893-2010
Looks like a little more vol. today. Maybe some of the shorts are covering. I'm holding all my shares along with some $12.50 calls
Explanation: see Sparks100 posts 38806 and 38821 for additional background
I purchased more shares today and am willing to see what comes
On the OPGX deal,
NIR got:
$1,020,000 in cash and stock to retire approximately $6,000,000 of convertible secured notes
a 1 for 1,200 reverse split on the common stock
convertible preferred stock representing 7.5% of the post-split common stock of the Company. The convertible preferred shares automatically convert into shares of common stock
OPGX got:
the Company's current shareholders will retain, in total, 3.5% of the post-split common stock of the Company
2 examples, these are real NIR deals done recently, and with completely different terms, IMO
EPGLD
OPGX
you will have to do the reading yourself, but the deals are outlined in recent news
Pioneer doing pretty good today after announcing earnings, these are the guys we have a longer term contract with
Pioneer Natural Resources Co. (PXD)
-NYSE
92.06 +3.43(3.87%)
Optigenex Inc. Announces Settlement With Secured Note Holders
http://finance.yahoo.com/news/optigenex-inc-announces-settlement-secured-193200469.html
Interesting read on what NIR agreed to settle for.
courtesey of hugh jackoman over on the NIR MB
AJW Creditors and Contributories Meeting Notice - 14 Aug 2012
http://www.ajw-group-liquidation.com/downloads/ajw-group-notice-of-meeting-of-creditors-and-contributories-14-aug-2012.pdf
Congrats Black8, I impressed with how the PPS is behaving post-RS
I had big doubts , but you have turned out to be right.
Hope you have a ton
Sparks100, OK, may it turn out how you want
Let a SCRUB in.............
What is DONE ?
Little tidbit on NIR, update on liquidation meeting coming up
Aug. 14th
http://www.ajw-group-liquidation.com/downloads/ajw-group-notice-of-meeting-of-creditors-and-contributories-14-aug-2012.pdf
http://www.ajw-group-liquidation.com/
I DON'T KNOW IF I LOVE YOU YET.....................
I agree, along with next to No Vol. on a down day
Yuuuup
thanks for the updated chart
Thanks in advance, please advise when this is to happen.
I hope he sells all his shares with a market order, sort of like the fireworks show here in San Diego last night, pre-mature and over in 12 seconds. I will buy a Fleet-Load in the 000's if that happens.
Because when People are pissed, they do "things"
If he sells, he has a couple to a few days worth of vol. He could by himself exert tremendous downward pressure on the PPS depending on how he stacks his sells. He eluded to some friends also (who knows how many shares they own) and how they behave. To me, the analogy would be the last PIPE that went through, it might be like that.
jasonmills, I'm interested to see what you do, good luck, and I mean that, you've given some important and timely info. to this MB
Check the OTC Market link below for what news came out on June 25, read Sparks100 post # 65737 and see who is playing around with this stock, IMO
http://www.otcmarkets.com/stock/HLNT/news
Swarm, you sure it's not the June Newsletter?
please post a link showing almost $3 cost per share to short.
Why don't you just call the TA?
I think you have to be a SHAREHOLDER for that to work
Non-Shareholders are Gagged
Stalling yes, but now both Walters, and Humphries out of legal rope. As Sparks100 pointed out, Monarch Bay and STI even facing some solid deadlines. Going to be an interesting Summer
Sparks100, thanks for explaining how everything fits together on all the moving legal parts, enjoy your weekend
Sparks100, thanks again for the updates on the court cases, and thanks for posting the link to the other case
talk to PD