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DD Update: SEC Filing on 7 August 2015 Not Accurate
According to a legal filing with the SEC dated 7 August 2015, signed and attested to under Sarbanes Oxley compliance by the CEO's of PLKD and NGH, the following was submitted:
This Binding Term Sheet is by and between: NEXT GROUP HOLDINGS, INC.
Next Group Holdings, Inc. ("NGH"), which owns Next CALA, Inc. (94%); Meimoun & Mammon, LLC (100%); NxtGn, Inc. (65%); Next Mobile, LLC (100%); and Next Mobile 360, LLC (100%) and NGH along with such other entities may hereinafter be referred to collectively as "Next Group".
First, Meimoun & Mammon, LLC, Next Mobile 360 LLC, and Next Mobile LLC are each stand alone single member LLC's. A SMLLC is an LLC in which a single individual or other entity (called a “member”) owns all of the LLC ownership interest. The only member listed currently and at the time of the filing is Arik Meimoun. Transfer of ownership to NGH did not occur.
Secondly, Next Mobile LLC is listed as an inactive company, and has been administratively dissolved according to Sunbiz, and expired on 9/25/2015. It is no longer a legal going concern.
http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=NEXTMOBILE%20L140000410110&aggregateId=flal-l14000041011-6d2a8436-74d3-44b1-aa40-82683cc735e7&searchTerm=next%20mobile%20llc&listNameOrder=NEXTMOBILE%20L140000410110
NGH claimed to own numerous corporate entities, when in fact it did not, by law.
Again filing any fraudulent Federal document is punishable.
Anyone can say anything on a LinkedIn profile. Show me the audited financials. And his LinkedIn profile does not say 140 millions. It actually says 140M. Usually millions would be represented by, for example 140mm. One M always signifies one thousand.
NxtGN is part of Next Communications according to the company itself.
From the Next Communications website:
The NxtGn Voice, Video and Data Platform. This is our (meaning Next Communications) proprietary software and switchless routing platform, which is the heart of the Next Communications Network.
This "proprietary" software, if it has value, can now be seized by a creditor with a judgement. The way it is structured makes it attachable.
I would like to see the financials of the remaining subs with "high margin revenues".
Secondly, according to the company, "M&M is a fully licensed, telecommunication long distance services provider and owner of 100% of Next Mobile 360, LLC ("Next 360"). This is in fact not true. Next Mobile 360, LLC is a single member LLC, with the only managing member being Arik C. Meimoun (Maimon?) 100% of Next Mobile 360, LLC is not a part of M&M. It is a stand alone entity, not an affiliate or subsidiary. From a legal standpoint this is very important.
http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=NEXTMOBILE360%20L140000859710&aggregateId=flal-l14000085971-5207b774-8004-4a54-b2a6-e304b5adf44f&searchTerm=Next%20Mobile%20360%2C%20LLC&listNameOrder=NEXTMOBILE360%20L140000859710
You make a cogent point. However its not her page that caught my attention. It's what she announced in her page.
In the grand scheme it may mean nothing, yet it may be something that could effect or has effected the CEO of NGH.
And according to FB, Arik's wife has moved to Tel Aviv, Israel. Just curious as to his whereabouts. Maybe she is there to oversee the research and development office Next has allegedly set up. Should be easy to verify through Israel's Ministry of Industry and Trade. All companies need to be registered, especially foreign corps.
https://www.facebook.com/sima.bakhar/about?section=living&pnref=about
Material Adverse Event Clause
In the Term Sheet dated August 7, 2015 are the following 2 paragraphs:
3. Representations and Warranties The Transaction Agreement(s) will contain representations and warranties customary to reverse merger and spin-off transactions of the types contemplated herein, including without limitation, representations and warranties by both parties as to (a) the accuracy and completeness of its financial statements, (b) the absence of a material adverse change in the condition (financial or otherwise), business, properties, assets or prospects of each party, (c) absence of pending or threatened material litigation, investigations or other matters affecting the acquisition; and (d) the incorporation, organization, valid existence, good standing and capitalization of each party.
4. Conditions to Consummation of the Agreement. The respective obligations of the parties with respect to the Agreement shall be subject to satisfaction of conditions customary to transactions of this type, including without limitation, (a) execution of the Transaction Agreement(s) by all parties; (b) obtaining all requisite regulatory, administrative, PCAOB approved audit of the NGH, or governmental authorizations and consents; (c) approval of the Transaction Agreement(s) by the shareholders and boards of directors of NGH and PLKD, (d) absence of any material adverse change in the conditions (financial or otherwise), businesses, properties, assets or prospects of PLKD or NGH (e) absence of pending or threatened litigation, investigations or other matters affecting PLKD, NGH or the Agreement, (g) satisfactory completion by each of NGH and PLKD of due diligence investigations of the other party; (h) confirmation that the representations and warranties of each party are true and accurate in all respect; and (i) PLKD shall refrain from issuing additional shares of stock options, warrants, convertible securities and/or rights other than the issuances of stock referenced herein or taking any other dilutive measures or actions or measures or actions which would adversely affect the financial condition of the Company.
There have been suits, liens and judgments which have occurred after the Term Sheet date. Some will say it does not effect NGH, but it clearly and materially does. If the alleged revenue drivers of Next Communications cannot be utilized to generate revenue for NGH, due to liens and civil seizures, then NGH has nothing but an empty shell. Those alleged subsidiaries can be tied up and seized by a civil lien holder. This will have a material adverse effect on NGH.
DD Update: Another Recent Civil Suit against Next Communications
Filed 10/27/2015
TELECALL TELECOMMUNICATIONS CORP VS NEXT COMMUNICATIONS, INC
Local Case Number: 2015-024913-CA-01 Filing Date: 10/27/2015 State Case Number: 132015CA024913000001 Case Type: Contract & Indebtedness (Greater than $15,000) Consolidated Case No.: N/A Judicial Section: CA08 Case Status: OPEN
Service processor could not deliver summons. Corporate address was vacant.
https://www2.miami-dadeclerk.com/OCS/Viewer.aspx?QS=7nu9WLb5XzlU%2brBTFzeEy3WpERK2LooJhen4AE3Hu211EKTt45vUVFL2iFe54GqfoE6hBd5F63UHlr6E%2f7xG1yZR8PkEeGjDH2pzy5FRqUHW%2bsyUa1bGmMyhXKGXf1H5oifBpUWsaLAgZAMFblU0oHmUz8lbIEKaLINID2TDsdw%3d
http://www.telecall.com/empresa.php
Good find Doc.
To be precise, that is the $1,678,022 judgement (not tax) lien against Next Communications, Inc. by the landlord (100 NWT Fee Owner LLC) of Next's former corporate offices.
A judgment holder, such as Next's landlord, may now execute upon assets of the company by having the Sheriff seize assets and sell them at auction. A judgment holder can also file a non-earnings garnishment on the Company’s bank or financial institution and simply have them withdraw the money from the corporate account to pay the debt.
Hence, another possible reason to set up a new corporation, such as Next Group Holdings, Inc.
Corrected and amended DD Post (as requested)
DD Update: Notice of Federal Tax Lien-April 27,2015
Chalom Arik Maimon (Arik Meimoun) and Sima Bakhar (Wife)
Total Owed: $330,777.39
https://www2.miami-dadeclerk.com/officialrecords/CFNDetails1.aspx?QS=cuK6J1Ftjxu17FZEEB3QsmrZmBaqqCbvCi%2b5CexiubCZ6aAAqvR4wA%3d%3d
Between this and the $1,660,735 ($1,991,512 total thus far discovered) owed by Next Communications and Meimoun, it is logical Next Group Holdings Inc. was set up on August 17, 2015. May need a fresh Corporation to transfer assets into so they may attempt to shield assets from becoming attachable in a Lien Seizure. Makes it more difficult (yet not impossible) due to the layered structure. It is a structure that must be deftly handled.
What needs to be mentioned is that not only are fraudulent transfers illegal, in many cases the transfers are a criminal violation. A fraudulent transfer occurs whenever assets are transferred in an effort to obstruct a legitimate creditor from taking the asset. So an asset transfer of corporate subsidies could be construed as an illegal transfer designed solely to obstruct the collection of a judgement.
Correction: Stated in previous post about Limited Liability Company. NGH is an Inc. that was established August 17, 2015. Not an LLC. There are distinct differences. Apologies
DD Update: Notice of Federal Tax Lien-April 27,2015
Chalom Arik Maimon (Arik Meimoun) and Sima Bakhar (Wife)
Total Owed: $330,777.39
https://www2.miami-dadeclerk.com/officialrecords/CFNDetails1.aspx?QS=cuK6J1Ftjxu17FZEEB3QsmrZmBaqqCbvCi%2b5CexiubCZ6aAAqvR4wA%3d%3d
Between this and the $1,660,735 ($1,991,512 total thus far discovered) owed by Next Communications and Meimoun, no wonder Next Group Holdings Inc. was set up on August 17, 2015. May need a fresh Limited Liability Company to transfer assets into so they can attempt to shield assets from becoming attachable in a Lien Seizure. Makes it more difficult due to the layered structure.
I've seen it. Thanks.
Written by Stephen Liu. Was employed by Cisco to write blogs about Cisco customers. He wrote dozens of them. It was a value added marketing service Cisco provided. Liu was a fairly bland writer, not a lot of hyperbole. Some of his other works were interesting. You should read them. Also, he no longer works for Cisco.
I have his number at his current employer if you would like to talk to him.
I'm am doing my DD. As a matter of true fact, I picked up the phone to call Cisco today. Spoke with a VP of Marketing in their Orlando office on Reseach Parkway (near my office). Among the many things I discovered is that anyone who purchases a piece of equipment from Cisco BtoB is considered a Cisco "Partner". It's a marketing thing.
DD is picking up the phone, checking Level 3 quotes on your Bloomberg terminal, searching the darkweb for info most people cannot find, relying on 33 years of experience on the Street reading pink sheets when they were actually pink colored sheets with daily quote info.
All the best!!!
I've seen a lot of good due diligence on this thread concerning this alleged RM, most all of it on the sell side. The buy side analysis has been quite weak, utilizing PR Newswire as a source. PR Newswire is a paid by the company website, which allows listed companies to make their own press release. It seems the best sell side DD tends to get buried (by design, I might add) in the thread by blather, and uninformed hopes and hype.
Even the Next website states "See the Cisco video on Next Communications", but when you play the video it says nothing about Next, the video was pasted from a Cisco webpage.
Show me some intelligent, researched DD about this deal, and I might consider buying. Other than that it looks like another hyped method of principles looking to dump shares. Nothing but 2 principle evictions, blocked FCC applications, CEO's who don't like using their real names, toxic debt through Asher and others, and myriad other adverse issues.
Next Mobile 360 Corporate Office went through an eviction.
Next Communications was evicted therefore the following subsidiaries of Next Group Holdings probably had to go as well.
Listed corporate office for NGH is a law firm in Miami.
info@nxtgn.net | NxtGn, Inc., 100 N. Biscayne Boulevard, Miami, Florida 33132 USA | +1-305-356-4620
NEXT MOBILE 360, LLC Mailing Address
100 N. BISCAYNE BLVD
9TH FLOOR
MIAMI, FL 33132
Final Judgement for Removal of Tenant 1 July 2015
Plaintiff - 100 NWT FEE OWNER LP
Defendant - Next Communications, Inc.
For possession of Suites 102, 900, 902 and 904 of the building located at
100 N. Biscayne Blvd., Miami, Fl. 33132
https://www2.miami-dadeclerk.com/officialrecords/CFNDetails1.aspx?QS=cuK6J1Ftjxu17FZEEB3QsgsmLKbR75i7v%2f1Xi9Vvlt3uUFUJcDyl3A%3d%3d
Final Judgement for Accelerated Rent 16 October 2015
Plaintiff - 100 NWT FEE OWNER LP
Defendant - Next Communications, Inc.
Agreed Final Judgement in Favor of Plaintiff
Accelerated Rent - $1,660,735.31
Attorneys Fees - $16,000.00
Costs - $1,287.00
Total - $1,678,022.31
Interest shall accrue at 4.75% per anum until paid in full.
https://www2.miami-dadeclerk.com/officialrecords/CFNDetails1.aspx?QS=cuK6J1Ftjxu17FZEEB3QsovWWg28KAEpFGSuHq0Pg0OmZDjFIz28lQ%3d%3d
Next Communications evicted from corporate offices.
https://www2.miami-dadeclerk.com/officialrecords/StandardSearch.aspx
And why does Arik Maimon (Meimoun) spell his name differently everywhere you look? His own LinkedIn profile is spelled differently from his Florida corporate filings. One is correct and the other is not. In Florida, it is a 3rd degree felony to file a false corporate document. The State of Florida Sunbiz has Meimoun, yet the many SEC filings show Maimon. To file a false Federal document is a Federal offense, punishable by up to 5 years in prison.
Semantics.
Next Communications was evicted therefore the following subsidiaries of Next Group Holdings probably had to go as well.
info@nxtgn.net | NxtGn, Inc., 100 N. Biscayne Boulevard, Miami, Florida 33132 USA | +1-305-356-4620
NEXT MOBILE 360, LLC Mailing Address
100 N. BISCAYNE BLVD
9TH FLOOR
MIAMI, FL 33132
Final Judgement for Removal of Tenant 1 July 2015
Plaintiff - 100 NWT FEE OWNER LP
Defendant - Next Communications, Inc.
For possession of Suites 102, 900, 902 and 904 of the building located at
100 N. Biscayne Blvd., Miami, Fl. 33132
https://www2.miami-dadeclerk.com/officialrecords/CFNDetails1.aspx?QS=cuK6J1Ftjxu17FZEEB3QsgsmLKbR75i7v%2f1Xi9Vvlt3uUFUJcDyl3A%3d%3d
Final Judgement for Accelerated Rent 16 October 2015
Plaintiff - 100 NWT FEE OWNER LP
Defendant - Next Communications, Inc.
Agreed Final Judgement in Favor of Plaintiff
Accelerated Rent - $1,660,735.31
Attorneys Fees - $16,000.00
Costs - $1,287.00
Total - $1,678,022.31
Interest shall accrue at 4.75% per anum until paid in full.
https://www2.miami-dadeclerk.com/officialrecords/CFNDetails1.aspx?QS=cuK6J1Ftjxu17FZEEB3QsovWWg28KAEpFGSuHq0Pg0OmZDjFIz28lQ%3d%3d
Next Communications evicted from corporate offices.
https://www2.miami-dadeclerk.com/officialrecords/StandardSearch.aspx
And why does Arik Maimon (Meimoun) spell his name differently everywhere you look? His own LinkedIn profile is spelled differently from his Florida corporate filings. One is correct and the other is not. In Florida, it is a 3rd degree felony to file a false corporate document. The State of Florida Sunbiz has Meimoun, yet the many SEC filings show Maimon. To file a false Federal document is a Federal offense, punishable by up to 5 years in prison.
17 June 2015
Final Judgement for Removal of Tenant
Defendant Robert Rico, for possession of the premises located at 4775 Collins Ave. Unit 506, Miami Beach Fl. 33140
2015 R 389350 DCP 6/17/2015 29660 / 4386 2015-000890-CC-24 FJUDJUD RICO ROBERT (R) LEFKOWITZ LARRY
https://www2.miami-dadeclerk.com/officialrecords/CFNDetails1.aspx?QS=cuK6J1Ftjxu17FZEEB3Qsmpvy%2fA4wF1w%2bxsAi1dBv4w7pWvGiAOcFg%3d%3d
Same address, different apartment number as Pleasant Kids Registered Agent
Its a luxury condo in Miami Beach.
Florida Profit Corporation
PLEASANT KIDS, INC.
Filing Information
Document Number
P05000130265
FEI/EIN Number
46-3243320
Date Filed
09/21/2005
State
FL
Status
ACTIVE
Last Event
AMENDMENT
Event Date Filed
11/20/2015
Event Effective Date
NONE
Principal Address
2600 West Olive Ave.
Suite F5
Burbank, CA 95150
Changed: 04/30/2015
Mailing Address
2600 WEST OLIVE AVE., SUITE F5
BURBANK, CA 95150
Changed: 04/30/2015
Registered Agent Name & Address
Lewis, Calvin
4779 Collins Ave
Suite 1907
Miami Beach, FL 33140
Name Changed: 04/30/2015
Address Changed: 04/30/2015
Officer/Director Detail
Name & Address
Title PD
RICO, ROBERT
2600 W. OLIVE AVE - STE. F5
BURBANK, CA 95150
Title VP
LEWIS, CALVIN
2600 W. OLIVE AVE - STE. F5
BURBANK, CA 95150
(Side note concerning previous post 102343. According to a filing from Next 360, Marina Levdayev passed away, and was replaced by a young woman named Ortal Ben Hamo. Rest in Peace Marina. Apologies.)
Florida Limited Liability Company
NEXT MOBILE 360, LLC
Filing Information
Document Number
L14000085971
FEI/EIN Number
47-1789374
Date Filed
05/28/2014
Effective Date
05/23/2014
State
FL
Status
ACTIVE
Principal Address
100 N. BISCAYNE BLVD
9TH FLOOR
MIAMI, FL 33132
Mailing Address
100 N. BISCAYNE BLVD
9TH FLOOR
MIAMI, FL 33132
Registered Agent Name & Address
LEVDAYEV, MARINA
100 N. BISCAYNE BLVD.
9TH FLOOR
MIAMI, FL 33132
Authorized Person(s) Detail
Name & Address
Title MGR
MEIMOUN, ARIK C
100 N. BISCAYNE BLVD. SUITE 900
MIAMI, FL 33132
Annual Reports
Report Year Filed Date
2015 03/04/2015
https://www.linkedin.com/in/marina-levdayev-63ab6817
https://www.gofundme.com/marinaneedsourhelp
(Hope she is OK and getting well in Israel!)
Dear partners,
please be aware of Next Communications Inc.
represented by Arik Maimon (Meimoun, according to Sunbiz Florida) and Ortal Ben-Hamo
Company owes us (Speedflow company) 1 648,50 USD for VOIP traffic.
Their promises to pay never became reality. At present time company is ignoring our e-mails and phone calls.
Contact persons: Arik Maimon; Joshua Dawson; Ortal Ben-Hamo
E-mail: arik@nextcommunications.com; arik@nxtgn.net; josh@nextcommunications.com; ortal@nextcommunications.com
Tel.: +1 305 356-4516; 1 (305) 356-4602; 1 305 356 4513; 1 -561-370-8070
http://www.voipfraud.net/en/node/3430