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I HAPPY TO REPORT THE SEC AND FBI ARE WATCHING THIS BOARD.......SO KEEP POSTING UBIQUITY AND KEEP ON CREATING FALSE HYPE AROUND YOUR STOCK - YOURE JUST ADDING TO THE EVIDENCE FILE.
Penny Sheik, it "pops" because Chris and Connie engage in pump and dump advertisements not due to positive Ubiquity news or earnings, its all a FRAUD. Oh, its now at .20 cents and dropping.
I heard the LA Times is investigating UBIQUITY INC.
Apparently, they are calling around to shareholders putting together the pieces that no one can sell their shares because Connie Jordan uses V-Stock to deny their approval to trade.
SHOCKER, considering this woman has NO ETHICS!
PUMP AND DUMP.......Chris Carmichael you are a piece of trash!
Up .07 cents in the last hour and trading volume goes up by 65,000 units.
Enjoy your 18,000, youre going to jail for insider trading because of it, you and Webb Blessley!
GOOD DAY VISITING OUR FRIENDS AT THE FBI AND SEC!
Apparently, Chris Carmichael and Connie Jordan have been on their radar for awhile now.
SURPRISE, SURPRISE! Lawyer up Ubiquity!
UBIQUITY CEO ARRESTED!
The former interim chief executive of Irvine-based Ubiquity Inc., which is transitioning away from media and into augmented and virtual reality, has been slapped with civil fraud charges by the Securities and Exchange Commission and criminal fraud charges by the Department of Justice.
Nicholas Mitsakos was arrested on charges of securities and wire fraud in connection with a San Francisco-based hedge fund he created and manages. Regulators alleged that he misrepresenting the fund’s performance and the amount of assets under management. He surrendered to the DOJ in Los Angeles.
“Mitsakos ... allegedly promised huge returns and told would-be investors that he had ‘a little more than $60 million’ in his hedge fund,” U.S. Attorney Preet Bharara said in a DOJ release. “But, as alleged, Mitsakos essentially ran an imaginary portfolio, which just tracked the performance of certain stocks without actually having a financial position in them. Instead, Mitsakos allegedly spent much of his investors’ money on car payments, credit cards, and rent.”
The civil charge alleges that Mitsakos stole money from the first client who invested in his fund.
“When Mitsakos and Matrix Capital Markets were given $2 million in client assets to manage in September 2015, they proceeded to steal approximately $800,000 from that client and used most of it to pay for unauthorized personal and business expenses,” according to an SEC release.
Mitsakos became interim CEO of Ubiquity in June. He had been co-chairman of the board since 2013.
He founded Matrix Capital in 2013.
Chris Carmichael, Ubiquity’s former chief executive, and now its chief creative architect, said the charges against Mitsakos come “as an absolute shock.”
Carmichael said that Mitsakos resigned as Ubiquitiy’s interim chief executive and from the board on August 12, the day after all the fraud charges were announced.
“He had a stellar background,” Carmichael said. “The government auditors checked him. Not only did we do one, but they did one.”
The charges against Mitsakos come on the heels of SEC fraud charges against Gregg Jaclin, a New Jersey-based, transactional attorney whom Ubiquity used in 2013 when it went public.
In May, the SEC filed charges against Jaclin and a California stock promoter identified as Imran Husain, for allegedly selling shares in sham companies.
I LOVED CHRIS CARMICHAEL IS SHOCKED......HE AND HIS WIFE, CONNIE JORDAN, RUN THE MOST CROOKED COMPANY IN CA!
Arranging deck chairs on the Titanic!!!
iwebgate has cancelled their contract, the CEO has been arrested for fraud, the SEC and FBI have bee alerted and are currently investigating, oh, and how's the bottoming out stock price????
ITS OVER!
Love all the FAKE UBIQUITY usernames! This company is such a SCAM! Oh, and their CEO is still going to jail!
Former Ubiquity Exec Faces SEC, DOJ Charges
The former interim chief executive of Irvine-based Ubiquity Inc., which is transitioning away from media and into augmented and virtual reality, has been slapped with civil fraud charges by the Securities and Exchange Commission and criminal fraud charges by the Department of Justice.
Nicholas Mitsakos is accused of securities and wire fraud in connection with a San Francisco-based hedge fund he created and manages. Regulators alleged that he misrepresenting the fund’s performance and the amount of assets under management.
“Mitsakos ... allegedly promised huge returns and told would-be investors that he had ‘a little more than $60 million’ in his hedge fund,” U.S. Attorney Preet Bharara said in a DOJ release. “But, as alleged, Mitsakos essentially ran an imaginary portfolio, which just tracked the performance of certain stocks without actually having a financial position in them. Instead, Mitsakos allegedly spent much of his investors’ money on car payments, credit cards, and rent.”
The civil charge alleges that Mitsakos stole money from the first client who invested in his fund.
“When Mitsakos and Matrix Capital Markets were given $2 million in client assets to manage in September 2015, they proceeded to steal approximately $800,000 from that client and used most of it to pay for unauthorized personal and business expenses,” according to an SEC release.
Mitsakos joined Ubiquity in June.
He founded Matrix Capital in 2013.
Chris Carmichael, Ubiquity’s former chief executive, and now its chief creative architect, said the charges against Mitsakos come “as an absolute shock.”
Carmichael said that Mitsakos resigned as Ubiquitiy’s interim chief executive and from the board on August 12, the day after all the fraud charges were announced.
“He had a stellar background,” Carmichael said. “The government auditors checked him. Not only did we do one, but they did one.”
The charges against Mitsakos come on the heels of SEC fraud charges against Gregg Jaclin, a New Jersey-based, transactional attorney whom Ubiquity used in 2013 when it went public.
In May, the SEC filed charges against Jaclin and a California stock promoter identified as Imran Husain, for allegedly selling shares in sham companies.
iWEBGATE DEAL WITH UBIQUITY TERMINATED
I recently contacted iWebgate and their PR department informed me and I quote "iWebgate no longer has any relationship with Ubiquity inc., the company has received a formal correspondence ending our relationship."
UBIQUITY ATTORNEY CHARGED WITH CREATING/SELLING SHAM COMPANIES
http://www.njlawjournal.com/id=1202757631275/SEC-Charges-NJ-Lawyer-With-Creating-Selling-Sham-Companies?slreturn=20160713012637
UBIQUITY CEO ARRESTED IN LOS ANGELES ON FRAUD CHARGES
This is the second arrest on a Ubiquity employee in the last 6 months. Ubiquity attorney, Gregg Jaclin, is serving time for fraud as well.
http://www.reuters.com/article/us-usa-fraud-matrix-idUSKCN10M2C3
THE INTERIM CEO IS INDICTED FOR FRAUD AND THAT'S NOT A PROBLEM?
Are you living in FANTASYLAND?
GREGG JACLIN, NOW NICK MITSAKOS ON FRAUD CHARGES!
YOU GUYS ARE DONE........KEEP WRITING POSTS ABOUT SKEE AND THE FACILITIES YOU DONT OWN, AND THE NON EXISTENT iWEBGATE DEAL AS WE ALL KNOW THAT CONTRACT IS OVER!
Just another item for the SEC!
THIS UBIQUITY PONZI SCHEME IS OVER!
Hedge Fund Manager Charged In Manhattan Federal Court With Scheme To Defraud Investors
Preet Bharara, the United States Attorney for the Southern District of New York, announced the arrest and unsealing of a complaint charging NICHOLAS MITSAKOS with securities and wire fraud in connection with a scheme to induce investments in a hedge fund by misrepresenting the fund’s performance and assets under management. From at least May 2014 through August 2016, MITSAKOS fraudulently solicited investments in a hedge fund that he had founded, Matrix Capital (“Matrix”), by distributing marketing materials claiming that Matrix had millions of dollars under management and had achieved outsized returns since 2012. In or about September 2015, one entity (“Victim-1”) invested approximately $2 million with MITSAKOS based on these representations. The claims that MITSAKOS made to help secure this investment, however, were false. Matrix had no assets under management and its returns were based on a hypothetical stock portfolio that had been retroactively altered on multiple occasions in order to enhance the fund’s supposed performance. And rather than invest Victim-1’s money as promised, MITSAKOS misappropriated parts of this money to pay personal expenses and expenses associated with his administration of the fund. MITSAKOS surrendered to law enforcement today in Los Angeles and will be presented in the United States District Court for the Central District of California.
In a separate action, the SEC filed civil charges against MITSAKOS.
U.S. Attorney Preet Bharara said: “Nicholas Mitsakos, founder of Matrix Capital, allegedly promised huge returns and told would-be investors that he had ‘a little more than $60 million’ in his hedge fund. But as alleged, Mitsakos essentially ran an imaginary portfolio, which just tracked the performance of certain stocks without actually having a financial position in them. Instead, Mitsakos allegedly spent much of his investors’ money on car payments, credit cards, and rent.”
According to the allegations in the Complaint unsealed in Manhattan federal court:[1]
In or about October 2013, MITSAKOS created an entity called Matrix Capital. Matrix purported to be a “long-short” hedge fund that invested in undervalued securities and sold overvalued securities short. In order to raise capital for Matrix, MITSAKOS and another co-conspirator (“CC-1”) sent marketing materials and newsletters to numerous investors. Certain of these materials claimed that Matrix had returns “exceed[ing] all major indices,” including returns of approximately 25.4% in 2012, 66.3% in 2013, 20.9% in 2014, and 49.5% between January and October of 2015. MITSAKOS also told investors that these returns were based on actual trades, and that he had millions of dollars under management. In one communication with a potential investor, for example, MITSAKOS represented that he had “a little more than 60 million” of assets under management at the time.
These representations were all false. Matrix had not achieved the returns MITSAKOS and CC-1 had represented to investors, and had no real assets before receiving an investment from Victim-1 in or about September 2015. Instead, MITSAKOS and CC-1 maintained a hypothetical portfolio that tracked the performance of certain stocks. MITSAKOS and CC-1 retroactively manipulated this portfolio from time to time to improve its performance. In or about May 2014, for example, MITSAKOS sent CC-1 an email stating, “Let’s talk about our monthly performance in 2014…. [T]here are some big monthly losses that I don’t think we would’ve had if we were managing the portfolio. I know this is a bit of revisionist history....” Later that day, CC-1 suggested “trim[ming]” two positions that had performed poorly in order to “see what that does to the performance [of the fund].” The revised hypothetical performance figures from these changes were then disseminated to potential investors as returns on actual investments.
Based in part on misrepresentations about Matrix’s performance and assets under management, among other things, Victim-1 invested approximately $2 million with MITSAKOS. MITSAKOS, however, only used a portion of this amount – about $1.2 million – to actually buy and sell stocks. Of the remaining amount, MITSAKOS spent hundreds of thousands of dollars on business expenses and personal expenses like car payments, credit cards, and rent before Victim-1 learned what had come of its investment. MITSAKOS’s trading of the $1.2 million that he did invest, moreover, resulted in significant losses.
* * *
MITSAKOS is charged with one count of conspiring to commit securities and wire fraud, one count of securities fraud, and one count of wire fraud. The conspiracy charge carries a maximum term of five years in prison. The securities and wire fraud charges each carry a maximum term of 20 years in prison. The charges also carry a maximum fine of $5 million, or twice the gross gain or loss from the offense. The maximum potential sentences in this case are prescribed by Congress and are provided here for informational purposes only, as any sentencing of the defendant will be determined by the judge.
Mr. Bharara praised the exceptional work of the Office’s criminal investigators, and thanked the Securities and Exchange Commission for its assistance.
The charges were brought in connection with the President’s Financial Fraud Enforcement Task Force. The task force was established to wage an aggressive, coordinated and proactive effort to investigate and prosecute financial crimes. With more than 20 federal agencies, 94 U.S. attorneys’ offices, and state and local partners, it is the broadest coalition of law enforcement, investigatory and regulatory agencies ever assembled to combat fraud. Since its formation, the task force has made great strides in facilitating increased investigation and prosecution of financial crimes; enhancing coordination and cooperation among federal, state and local authorities; addressing discrimination in the lending and financial markets; and conducting outreach to the public, victims, financial institutions and other organizations. Since fiscal year 2009, the Justice Department has filed over 18,000 financial fraud cases against more than 25,000 defendants. For more information on the task force, please visit www.StopFraud.gov.
This case is being handled by the Office’s Securities and Commodities Fraud Task Force. Assistant United States Attorney Robert Allen is in charge of the prosecution.
The allegations contained in the Complaint are merely accusations, and the defendant is presumed innocent unless and until proven guilty.
UBIQUITY CEO CHARGED WITH FRAUD IN FEFERAL COURT!
WE ARE COMING CHRIS CARMICHAEL, BRENDEN GARRISON, AND CONNIE JORDAN.......YOUR SINS ARE FAR WORSE AND WE JUST SUPPLIED THE SEC WITH PROOF! LAWYER UP!
https://www.justice.gov/usao-sdny/pr/hedge-fund-manager-charged-manhattan-federal-court-scheme-defraud-investors
WHERE DID THE $100 MILLION RAISED GO?
Ubiquity does not own their building.
They have 3 salaried employees, the four others are college students earning $20 an hour. Dont believe they have 20 or more, that's just Connie Jordan filling the office with Brittany Carmichael's friends from college. A deceptive effort to make the company appear larger on "investor day".
And where is the revenue after 10 years??? You know Brenden, that section in the ledger where you declare a profit? Hows the audit coming?
This whole stock is as sketchy as SKEE and his staff. Who I believe placed their company at 30M, only to recant that statement two days later at 2M. I assume Skee went home and looked up "valuation".
iWEBGATE ENDS RELARTIONSHIP WITH UBIQUITY!
From iWebgate's Latest Report
"Additional Information
Receipts from customers for the reported period was low due to an unexpected invoice dispute with Ubiquity Corp. iWebGate provided technical development services for the Sprocket as agreed between the parties to simplify user experiences and provide secure single-sign-on access to cloud and on-premise applications. A payment of US$300,000 (approximately A$400,000) was expected during this reported quarter. At this stage, the parties are working to a resolution. iWebGate is currently reviewing its entire relationship with Ubiquity. "
Chris Carmichael and Connie "The Conartist" Jordan were made aware of iWebgate canceling their contract last week. But Let's keep the con going......with more iWebgate posts!
It Be Fraud, APPLE IS FILING A CEASE AND DESIST IN THE UPCOMING DAYS!
I recently met with my group of Ubiquity investors, the SEC and the head of investor relations at the Apple headquarters in Cuppertino. The SEC has Ubiquity is on their radar with the number of complaints
of fraud and theft. The reason behind this meeting was Carmichael attempting to proclaim he had Apple contracts associated with with "Apple watch".
We learned Apple has ZERO affiliation with Ubiquity, its all a lie with Connie Jordan, Brenden Garrison, and Chris Carmichael. The same lie that Ubiquity has any ongoing affiliation with iWebgate, that relationship is OVER.
Its all coming to end shortly, no matter how much old news Ubiquity posts online.
By the way, does anyone on this site know how to get ahold of the former Ubiquity Head of Development, Larry Castro? Any lead would be extremely helpful.
CONNIE "THE CONARTIST" JORDAN and BRENDEN GARRISON
No college education
Says "she was one of the first female banking executives in the US" on the Ubiquity site which is a complete LIE!
Then, Brenden Garrison
Never obtained a CPA license however is the CFO of the company. This explains numerous auditing firms quitting and always 10 months late on reporting.
THESE ARE YOUR UBIQUITY LEADERS, TWO PEOPLE WHO COULD NOT MANAGE A 7-11.
MORE LAWSUITS FOR FRAUD AGAINST UBIQUITY!
It appears Typenex Co-Investment, LLC obtained a judgment against UBIQ in another state (headquarters in Chicago). It filed this action to enforce judgment, and is taking debtor exam on 8/25. Greenbaum Law Group (collection attorneys) is firm representing judgment creditor, they are in Newport Beach.
20
APPEARANCE AND EXAMINATION OF JUDGMENT DEBTOR SCHEDULED FOR 08/25/2016 AT 09:00:00 AM IN C66 AT CENTRAL JUSTICE CENTER.
06/29/2016
NV
19
APPEARANCE AND EXAMINATION OF 3RD PARTY SCHEDULED FOR 08/25/2016 AT 09:00:00 AM IN C66 AT CENTRAL JUSTICE CENTER.
06/29/2016
NV
18
PAYMENT RECEIVED BY ONELEGAL FOR 36 - JDX (JUDGMENT DEBTOR EXAM), 36 - MOTION OR OTHER (NOT 1ST) PAPER REQUIRING A HEARING IN THE AMOUNT OF 120.00, TRANSACTION NUMBER 11990877 AND RECEIPT NUMBER 11814966.
06/29/2016
1 pages
17
DECLARATION IN SUPPORT FILED BY TYPENEX CO-INVESTMENT, LLC ON 06/24/2016
06/24/2016
2 pages
16
APPLICATION FOR ORDER FOR THIRD PARTY EXAM FILED BY TYPENEX CO-INVESTMENT, LLC ON 06/24/2016
06/24/2016
2 pages
15
APPLICATION AND ORDER FOR APPEARANCE AND EXAMINATION OF JUDGMENT DEBTOR FILED BY TYPENEX CO-INVESTMENT, LLC ON 06/24/2016
06/24/2016
2 pages
14
E-FILING TRANSACTION 4566694 RECEIVED ON 06/24/2016 10:59:11 AM.
06/29/2016
NV
13
PAYMENT RECEIVED BY ONELEGAL FOR 141 - WRIT IN THE AMOUNT OF 25.00, TRANSACTION NUMBER 11981903 AND RECEIPT NUMBER 11805983.
06/10/2016
1 pages
12
WRIT (ISSUED 6/10/16) RECEIVED ON 06/08/2016.
06/08/2016
2 pages
11
E-FILING TRANSACTION 4558988 RECEIVED ON 06/08/2016 12:55:23 PM.
06/10/2016
NV
10
CASE DISPOSED WITH DISPOSITION OF SISTER STATE JUDGMENT
05/13/2016
NV
9
APPLICATION FOR ENTRY OF JUDGMENT ON SISTER-STATE JUDGMENT DISPOSED WITH DISPOSITION OF SISTER STATE JUDGMENT.
05/13/2016
NV
8
THE COURT ENTERS JUDGMENT AS TO APPLICATION FOR ENTRY OF JUDGMENT ON SISTER-STATE JUDGMENT.
05/13/2016
NV
7
PAYMENT RECEIVED BY ONELEGAL FOR 194 - COMPLAINT OR OTHER 1ST PAPER, 141 - WRIT IN THE AMOUNT OF 460.00, TRANSACTION NUMBER 11968290 AND RECEIPT NUMBER 11792446.
05/17/2016
1 pages
6
WRIT (ISSUED ON 05/17/16) RECEIVED ON 05/13/2016.
05/13/2016
2 pages
5
DECLARATION - OTHER FILED BY TYPENEX CO-INVESTMENT, LLC ON 05/13/2016
05/13/2016
2 pages
4
NOTICE OF ENTRY OF JUDGMENT ON SISTER-STATE JUDGMENT (ISSUED ON 05/17/16) RECEIVED ON 05/13/2016.
05/13/2016
2 pages
3
CIVIL CASE COVER SHEET FILED BY TYPENEX CO-INVESTMENT, LLC ON 05/13/2016
05/13/2016
2 pages
2
APPLICATION FOR ENTRY OF JUDGMENT ON SISTER-STATE JUDGMENT FILED BY TYPENEX CO-INVESTMENT, LLC ON 05/13/2016
05/13/2016
22 pages
1
E-FILING TRANSACTION 2462843 RECEIVED ON 05/13/2016 04:44:44 PM.
iWEBGATE CANCELS CONTRACT FOR LACK OF PAYMENT!
From iWebgate's Latest Report
"Additional Information
Receipts from customers for the reported period was low due to an unexpected invoice dispute with Ubiquity Corp. iWebGate provided technical development services for the Sprocket as agreed between the parties to simplify user experiences and provide secure single-sign-on access to cloud and on-premise applications. A payment of US$300,000 (approximately A$400,000) was expected during this reported quarter. At this stage, the parties are working to a resolution. iWebGate is currently reviewing its entire relationship with Ubiquity. "
Chris Carmichael and Connie "The Conartist" Jordan were made aware of iWebgate canceling their contract last week. But Let's keep the con going......with more iWebgate posts!
MORE FRAUD SUITS AGAINST UBIQUITY COMING!
UBIQ IN FEDERAL COURT ON AUG 15th in Santa Ana, CA
August 15, 2016 Kay Strategies v. Ubiquity
August 25, 2016 Typenex (re open case) v. Ubiquity
AFTER 10 YEARS, NO REVENUE!
UBIQUITY = ZERO REVENUE
I find it hilarious that the company is ALWAYS 10 months late in reporting any financial data. What's even worse is the result is always the same "ZERO REVENUE". Could it be Brenden is not a CPA and spends more time eating lunch than he is in his office?
Connie and Chris have taken in 100 million dollars and they have next to nothing to show for it. Hell, they dont even own their building.
iWEBGATE CANCELS DEAL WITH UBIQUITY!
UBIQUITY CAN'T PAY ITS BILLS (SHOCKER!)
From iWebgate's most recent filing:
"Additional Information
Receipts from customers for the reported period was low due to an unexpected invoice dispute with Ubiquity Corp. iWebGate provided technical development services for the Sprocket as agreed between the parties to simplify user experiences and provide secure single-sign-on access to cloud and on-premise applications. A payment of US$300,000 (approximately A$400,000) was expected during this reported quarter. At this stage, the parties are working to a resolution. iWebGate is currently reviewing its entire relationship with Ubiquity. "
UBIQUITY = ZERO REVENUE
I find it hilarious that the company is ALWAYS 10 months late in reporting any financial data. What's even worse is the result is always the same "ZERO REVENUE". Could it be Brenden is not a CPA and spends more time eating lunch than he is in his office?
Connie and Chris have taken in 100 million dollars and they have next to nothing to show for it. Hell, they dont even own their building.
UBIQUITY CAN'T PAY ITS BILLS (SHOCKER!)
From iWebgate's most recent filing:
"Additional Information
Receipts from customers for the reported period was low due to an unexpected invoice dispute with Ubiquity Corp. iWebGate provided technical development services for the Sprocket as agreed between the parties to simplify user experiences and provide secure single-sign-on access to cloud and on-premise applications. A payment of US$300,000 (approximately A$400,000) was expected during this reported quarter. At this stage, the parties are working to a resolution. iWebGate is currently reviewing its entire relationship with Ubiquity. "
CLASS ACTION FRAUD LAWSUIT AGAINST UBIQUITY TO BE FILED THIS WEEK!
Chris Carmichael, Connie Jordan, Brenden Garrison, Nick Mitsakos, Brittany Carmichael, Shane Carmichael, and Cameron Carmichael all named in latest fraud suit. I understand the company who filed the suit is also moving forward with a criminal charges as well.
I will post the suit as it becomes available on the web.
Ubiquity Resignations, Disclosures and Their Import
On June 1, 2016, Webb Blessley resigned as a member of Ubiquity's board of directors. The Form 8-K filed on June 3, 2016 stated that all contracts between Mr. Blessley and Ubiquity were rescinded as of his resignation. Mr. Blessley's resignation letter was attached as an exhibit to the 8-K, and cited personal reasons for his resignation. This 8-K was amended on June 29, 2016 to include Mr. Blessley's resignation as Secretart and Treasurer.
On June 8, 2016, Christopher Carmichael resigned as CEO, and Nicholas Mitsakos, then the co-chair of the board, was appointed Interim CEO. Ubiquity's 8-K filed on June 9 stated that Mr. Mitsakos' appointment as Interim CEO was a "part of the corporate restructuring plan of Ubiquity, Inc." Mr. Carmichael continues as Chief Creative Architect and co-chairman of the board with Mr. Mitsakos. There was no indication that Mr. Carmichael's compensation was in any way reduced in connection with his relinquishing the CEO role.
On June 10, 2016, Greg Jones - who had joined the board only four months previously - resigned as a board member. No resignation letter was attached to the Form 8-K filed June 15 with respect to Mr. Jones' resignation. However, like the 8-K filed on June 9, the 8-K reporting Mr. Jones' resignation stated that the resignation was a "part of the corporate restructuring plan of Ubiquity, Inc."
Ubiquity issued a press release on June 7, 2016 (available here) which stated that it intends to spinoff Ubiquity Studios into a standalone company. I was unable to locate any other press release or disclosure filed with the SEC stating that Ubiquity had adopted a corporate restructuring plan. Investors are left in the dark about the parameters of the restructuring plan, when it was adopted, and its expected effect on operating expenses, among other things.
As Christopher Carmichael and Connie Jordan are husband and wife, and Nicholas Mitsakos is being paid $25,000 per month for his service as co-chair, the Ubiquity board now has no independent directors and no non-management directors. This may not be a significant concern for a company that never has had an audit committee or a compensation committee, but investors who own Ubiquity stock - and lenders to Ubiquity - will understand the import of the lack of independent directors when we examine below the amounts of executive compensation paid in 2014 and 2013. And we have no idea what Ubiquity paid in 2015 executive compensation as Ubiquity has thus far failed to file its 2015 10-K and its 2015 proxy statement.
Parenthetically, the Orange County Business Journal reported on June 9, 2016 that Mr. Mitsakos had been appointed interim CEO and also cited Mr. Carmichael as the source for a statement that Ubiquity "is searching for a permanent chief executive, as well as new board members with expertise in augmented reality, virtual reality and holography…" Thus, some would say that Ubiquity understands the independent director issue and is acting on it. That effort will face some real headwinds, however, as potential directors realize the extent of actual and potential contingencies facing Ubiquity profiled below under, "Just a Little Issue: Millions in Tax Withholdings," and "Noteholder Litigation is on the Upswing."
Amendment No. 2 to the 2014 10-K reported on page 30 that Mr. Blessley was the sole independent director of Ubiquity. This differs from the original 2014 10-K and Amendment No. 1, which stated that Nicholas Mitsakos and Mr. Blessley were independent directors.
Defining Nicholas Mitsakos as "independent" when the 2014 10-K and Amendment No. 1 were filed is erroneous, to put it mildly. Why? According to the 2014 10-K, Nicholas Mitsakos and Ubiquity had entered into a "Co-Chairman of the Board of Directors Retention Agreement" on March 22, 2013, and in an amendment to that agreement on December 31, 2013, Ubiquity agreed to pay him $25,000 per month plus his stock award. In other words, when Ubiquity filed the 2014 10-K on April 15, 2015, Nicholas Mitsakos was already due or had been paid $100,000 under the co-chairman of the board director retention agreement. This "oversight" is not one with which investors should feel comfortable.
Mr. William Zimmer filed a Form 3 on December 17, 2014 (available here) which reported his position as a director of Ubiquity. However, the 2014 10-K shows the directors as being Messrs. Carmichael, Mitsakos, and Blessley, and Ms. Jordan. The Director Compensation Table on page 26 of the 2014 10-K shows the same directors, but notes the resignation of James Nelson as a director in June 2014. Neither Amendment No. 1 nor Amendment No. 2 to the 2014 10-K reported Mr. Zimmer as a former director. Ubiquity never filed Form 8-Ks reporting the addition or resignation of Mr. Zimmer from the board of directors.
UBIQUITY = ZERO REVENUE
Check all of their filings and you will find next to NOTHING in revenue, though the company has taken in 100 million. WHERE DID IT GO as they only have 5-8 employees and develop NOTHING???
iWebgate Deal Cancelled
From iWebgate's recent filing:
Receipts from customers for the reported period was low due to an unexpected invoice dispute with Ubiquity Corp. iWebGate provided technical development services for the Sprocket as agreed between the parties to simplify user experiences and provide secure single-sign-on access to cloud and on-premise applications. A payment of US$300,000 (approximately A$400,000) was expected during this reported quarter. At this stage, the parties are working to a resolution. iWebGate is currently reviewing its entire relationship with Ubiquity. "
Figures Chris Carmichael is not paying his bills per usual, except for his salary and every other worthless family member on payroll.
PLUS iWEBGATE CANCELLED THEIR CONTRACT LAST WEEK!
Like usual, the unethical think tank at Ubiquity is not disclosing this information.
Its all downhill for this company. Oh, and Chris and Connie need to respond to FRAUD charges
by August 15th.
UBIQUITY DUE IN FEDERAL COURT AUGUST 15TH.
Hey Brenden, time to get your offshore accounts in order.
Ubiquity Inc: The Red Flags Are Ubiquitous Around This Dangerously Promoted Stock
http://seekingalpha.com/article/2766545-ubiquity-inc-the-red-flags-are-ubiquitous-around-this-dangerously-promoted-stock
UBIQUITY PROBLEM AREAS:
We have received numerous e-mails touting UBIQ from various stock promoters.
The timing of the emails promoting UBIQ coincides with what seems to be an abnormal rise in the trading volume of the stock.
The recent financials of the company appear to be very bleak due to nearly zero revenue and negative income.
We have tried contacting the company via the online form on the company's website; however, it appears to be out of service.
VIRTUAL REALITY: THE NEXT UBIQUITY CON GAME!
Chris Carmichael is running out of cash and prospects, expect a bogus press release on VR.
CHANT WITH ME.....PUMP AND DUMP!!!!
Ubiquitys only revenue stream!
1,600 Volume...LOL!
PASSIONATE UBIQUITY STOCKHOLDERS?
I love this passion from "alleged" Ubiquity stockholders, however, I never have met one in the last year who was happy with the company. Brenden Garrison "CFO" just wrote me excited about the stock going up .015 today....FOR A 100 MILLION RAISE I WOULD EXPECT MORE!
That's ok Brenden, you go on and push the button on the confetti cannon.
MORE AUDITORS? YEP
Management also stated in the 8-K reporting KLJ's resignation that, "As of the date of this filing, management does not believe there will be any significant differences between the Original Filing [the 10-K] and the Amended Filing [Amendment No. 2]."
This optimistic statement proved to be a bridge too far, as evidenced in Note 13 of the financial statement footnotes in Amendment No. 2, which is titled, "Re-Audited Balances." You can see this note on pages F-18 and F-19 of Amendment No. 2. Here is a small selection of the most material changes:
· Total assets decreased to $8.23 million from $16.14 million, or by 49%.
· Stockholders' equity fell from $12.44 million to $4.5 million, or by 63.5%.
· Net loss increased from $51.95 million to $55.66 million, or by 7.1%.
How management reached its conclusion that there would be no significant differences between the two filings is unknown. If anything, this demonstrates the difficulty a management team faces when announcing its expectations for future events. When changes range from 7% to 63.5%, you can bet that these changes will be considered to be significant by investors and the SEC.
Normally, a statement about management's belief that the two filings would contain no significant differences would appear alongside a "safe harbor" statement concerning forward-looking information and a reference to related meaningful cautionary language. This 8-K, however, failed to include the safe harbor statement and references to meaningful cautionary language, so this statement does not qualify for the Private Securities Litigation Reform Act safe harbor for forward-looking information. Like so many of Ubiquity's filings, omissions of required or protective information may later come back to haunt the board of directors and officers.
Noteholder Litigation is on the Upswing
Here is a timeline of legal proceeding disclosures in the filings listed below. Keep in mind that this disclosure may be incomplete due to the 2015 10-K and the March 31, 2016 10-Q having not been filed to date. However, to give credit where it is due, you will see that Ubiquity's 10-Q covering the September 30, 2015 (the last filed) includes updated legal proceedings disclosure through April 20, 2016. To limit the size of this list, it does not include each 10-Q filed during the period from March 31, 2014 through September 30, 2015.
· March 31, 2014 10-Q
No legal proceedings disclosed.
· March 31, 2015 10-Q
o Four shareholders settle claims regard to failure of Ubiquity to remove restrictive legends from share certificates to enable sale pursuant to Rule 144. A second settlement followed approximately four months later related to additional share certificates. The shareholders later notified Ubiquity they intended to terminate the second settlement agreement because of failure to remove restrictive legends. Ubiquity discloses, "Since the Company was not current in its filings with the SEC it was unable to remove said legend. In light of the legal inability to satisfy that provision of the Second Settlement, the Company believes it can enforce the Second Settlement and that there is no material exposure to the Company."
o Typenex Co-Investment LLC files demand for arbitration concerning breach of terms of a convertible note. Principal amount of the note is undisclosed. Arbitrator issues injunction against Ubiquity " issuing any other convertible debt with a variable interest rate; (ii) paying any cash to the holders of any other convertible notes issued by the Company; and, issuing any additional shares of stock to the holders of any other variable interest rate convertible notes issued by the Company." Typenex seeks all available remedies.
o Ubiquity enters into forbearance agreement with Avant Garde, the landlord of its office space following late payment of rent in September 2015.
· September 30, 2015 10-Q
o Kay Strategies sues Ubiquity, its officers, and its directors for various violations of federal and state securities laws related to Kay Strategies buying Ubiquity restricted stock from a third party. This action was dismissed without prejudice.
o The Typenex arbitration is held and Typenex is awarded a net amount of $617,960.42. Typenex has filed to confirm the arbitration award, but Ubiquity intends to object to confirmation and object to continuation of the previously entered injunction.
o Landlord Avant Garde sues Ubiquity to recover office space. Ubiquity was defaulted in this suit when it "failed inadvertently to timely answer the unlawful detainer suit…" Ubiquity has paid an additional $150,000 security deposit while appeal is underway.
o On March 10, 2016, Vista Capital Investments sues Ubiquity for "breach of contract, unjust enrichment, declaratory relief, promissory estoppel, fraud, negligent misrepresentation and civil conspiracy" for failure to timely repay two promissory notes totaling $150,000 after Vista declared the notes due and payable when Ubiquity allegedly failed to make timely filings with the SEC. "Vista also seeks fraud damages against Chris Carmichael, the Company's [Ubiquity's] CEO, for allegedly representing that the Company [Ubiquity] would remain current in its SEC filings if the Loans were made."
o On March 15, 2016, Justin Keener sues Ubiquity for breach of contract arising out of Ubiquity's failure to repay a $300,000 convertible note.
o On March 28, 2016, Firstfire Global Opportunities sued Ubiquity for breach of a securities purchase agreement and a $140,250 promissory note. Firstfire's suit seeks a recovery of $304,889.
o On April 8, 2016, Brett and Mark Tomberlin sued Ubiquity over failure to pay promissory notes totaling $184,450.
o On April 20, 2016, R Squared Partners sued Ubiquity and Chris Carmichael related to non-payment of a net amount of $120,250 due under a promissory note and a purchase agreement. Claims include, "breach of contract, breach of the implied covenant, unjust enrichment, specific performance, fraud, negligent misrepresentation, and civil conspiracy." The suit seeks unspecified fraud damages against Ubiquity and Chris Carmichael, and alleges that R Squared has lost "not less than" $500,000.
Investors can see that there are several trends developing in the lawsuits recently filed against Ubiquity and Mr. Carmichael. These include:
· Failure to repay convertible notes when due
· Select suits contain fraud allegations against Ubiquity and Mr. Carmichael
· Failure of Ubiquity to remain current in its SEC filings, and damages related to that failure
The number of suits filed has likely increased since April 20, 2016, as additional convertible noteholders grew tired of waiting for repayment.
Faced with these and other suits, I can speculate that Ubiquity's board of directors will be in no hurry to bring Ubiquity current in its filings with the SEC. The reason is obvious: once Ubiquity is current, it could be faced with a tidal wave of conversions and stock sales by converting noteholders and holders of restricted stock (such as the four shareholders), which could conceivably drive Ubiquity's stock price to new lows.
However, given the nature of the allegations in a number of the suits filed in March and April 2016, many convertible noteholders may decide they will never convert - which would leave Ubiquity trying to figure out a way to repay millions of dollars in debt. Put another way, the carrot of conversion might be perceived as illusory, and an undesirable result for those already experienced in the ways of this management team.