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Yes, that's my understanding of the order.
I should be able to... I'll have to wait until I get home
Yep... Also, a new satellite photo (finally!!) was uploaded today to Terraserver for the Boggy Creek address. The pic is from October.. everything there appears normal... It seems they changed the garage/work area a bit...
Who knows.... I heard recently there were troubles in Orlando and the guy who was running the show down there was let go by Zaric in the spring. I can only guess it was partly due to the Dot investigation based on the lack of an alcohol/drug test after a crash involving a Florida driver. The mandatory test was not conducted within 72 hours and Pro Star was ultimately fined 9 grand (details available on the FMCSA site) for it. I don't know who is down there now and if we lost drivers and/or other employees as a result. However, it's reassuring that he used the Boggy Creek address in the new filing as this problem blew up several months before that...
The business is legit... That's absolutely for sure... The stock just went 3 days at .0002. If Zaric were to convert his single unit of Series A Preferred (for 323 hundred million shares) at the specified discount from that price, it would have cost the company a paltry 51k....
Great find, TJ... Never thought to check back on that...
Sorry, poor choice of words... I've been watching those OOS numbers (Vehicle and Driver) since the merger and they finally crossed the threshold a few weeks ago.... July and Oct of 2016 saw an influx of 2012 and 2013 Volvo's which replaced some 2006 and 2007s...
Yep... Notice the truck out of service percentage is finally below the national average..
Leasing more of the newer vehicles is paying off...
Right.... That address is for an apartment building.. Additionally, that apartment number listed is not valid. There are only two levels there, the apartments go from 1A-1E and 2A-2E. I was able to view a PDF supporting document filed with the Indiana Secretary of State when Zaric listed it with them as a foreign corp. and it seems as though he simply used a document he filed with the Illinois Secretary of State back in 2012 when he Incorporated Pro Star Freight Systems there. That scanned document shows the apartment number as 1D. I can say with 100% certainty he does not live there now.... Although it's possible he or a close associate may have resided there years ago..
As of yet, none can be PROVEN to be under the Pro Star Freight System's control. We are still part owners of PSFS and Pro Star Truck Center(s).
As stated previously, I'm of the belief our 30 trailers have been "moved" over to the control of Pro Star Trailer Leasing.
If PSTL is not part or under our corporate umbrella, based on the press release issued by the company concerning the purchase of said trailers, a case could be made for stock fraud and other civil/criminal charges, IMO (see below for additional malfeasance).
Additionally, there is a glaring discrepancy which has been uncovered in the Hammond, Indiana, property purchase. A press release by the company dated January 6, 2016, stated an acre parcel was purchased by Pro Star Freight Systems ($300,000) for the development of an additional truck repair center. The parcel was later identified as 1850 Clay in Hammond. There are several pictures of it adorned with PSFS banners. The actual truck center is located at 1708 Michigan Street. That particular site is leased. But here is the rub.... Per the Lake County (Indiana) Assessors office, no purchase of the Clay Street property EVER took place when the release went out. Furthermore, documents available on line show Pro Star Freight Systems ultimately did purchase the property on July 31, 2017. However, it was done for $1.00, on a quit claim deed. An additional document showed the property was then IMMEDIATLY mortgaged for $110,000.00 by Zaric (PSFS). So, I'm assuming an auditor would have trouble with that "reported asset" if in fact these property documents are correct. They're available to the public, free of charge..
Anyway, back to your question my friend.. Zaric owns, controls several entities... Again all searchable for free...
Per the Illinois Secretary of State;
Pro Star Freight Systems Inc.
Pro Star Truck Center Inc.
Pro Star Trailer Leasing LLC
ASN Holding LLC (as a foreign corp-Indiana)
Indiana Secretary of State;
Arrow Freight (as an agent - also listed as a foreign corporation in Illinois with his wife as officer)
ASN Holding LLC (1850 Clay St. Hammond, In. Hmmm... we've seen that address before).
Pro Star Auto Group LLC (wife only listed- but using 1850 Clay St. Hammond, In also)
Pro Star Freight Systems (listed as foreign)
As DD into our soon to be private venture continues, some potentially big legal problems for our CEO have been uncovered.... Unless of course, most of these entities end up under one tent...
Not including his wife's businesses, however.
Zaric's entities under
Yes, I have the PDF of Judge Fox-Foelak's initial decision concerning Hydrophi's security registration status.
Those trailers were purchased by Pro Star Freight Systems and our ownership of them was reflected in the "Carrier Registration Details" section in Pro Star's U.S. DOT filings.
Roger confirmed the ownership in an email as well. As soon as the information in Pro Star's DOT record stopped showing ownership and the 30 trailers were moved into the "term-leased" column, I've tried to find out what happened to them. My only tip came from an Illinois Based Owner Operator who was pulling a new Vanguard trailer. During our conversation he said the trailer belonged to Pro Star Trailer Leasing. I had, and have, no way of confirming that.
The Illinois Secretary of State business search web site shows an active corporation run by Zaric called Pro Star Trailer Leasing and Pro Star's actual web site says trailer leasing "coming soon" but again, I've never received confirmation from the company about who owns those trailers and/or, if Pro Star Freight Systems owns Pro Star Trailer Leasing...
There's no way Zaric could legally transfer ownership of those trailers without a sale and notice...
A better understanding of the value of what I own. That's all I expect to come from it.
I probably will not do that again as I'm prepared for it to go private. Both Indiana and Illinois have laws pertaining to minority shareholders ability to review private corporation's (closely held as well) documents, books and legers as long as notice (specific) to view is given in advance.
As past experience dictates, a lawyer will probably be necessary as they aren't likely to smile and wave me on in...
It appears Zaric failed to respond to the SEC within 10 days as required...
UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ADMINISTRATIVE PROCEEDINGS RULINGS
Release No. 5171/October 13, 2017
ADMINISTRATIVE PROCEEDING
File No. 3-18208
In the Matter of
:
HYDROPHI TECHNOLOGIES GROUP, INC., : ORDER TO SHOW CAUSE
ITALK, INC., : AND
SOELLINGEN ADVISORY GROUP, INC., and : POSTPONEMENT ORDER
U.S. RARE EARTHS, INC. :
The Securities and Exchange Commission instituted this proceeding with an Order Instituting
Proceedings (OIP), pursuant to Section 12(j) of the Securities Exchange Act of 1934, on September 25,
2017, and the hearing was scheduled to commence on October 26, 2017. The OIP alleges that each
Respondent is a corporation with a class of securities registered with the Commission pursuant to
Section 12(g) of the Exchange Act and has repeatedly failed to file required periodic reports. The
Division of Enforcement is seeking to revoke the registration of Respondents’ securities.
The OIP provides that each Respondent’s Answer is due within ten days of service of the OIP
on it. See OIP at 3; 17 C.F.R. § 201.220(b). Each Respondent was served with the OIP, in accordance
with 17 C.F.R. § 201.141(a)(2)(ii), by September 28, 2017.1
None has filed an Answer.
Accordingly, each Respondent is ORDERED TO SHOW CAUSE, by October 26, 2017, why it
should not be deemed to be in default and the registration of its securities revoked. See OIP at 3; 17
C.F.R. §§ 201.155(a), .220(f).
IT IS FURTHER ORDERED that the hearing is POSTPONED sine die, and a prehearing
conference shall be held by telephone on December 8, 2017, at 10:30 a.m. EST, if the proceeding has
not been resolved by then.
/S/ Carol Fox Foelak
Carol Fox Foelak
Administrative Law Judge
1
Each Respondent was served by U.S. Postal Service Express Mail delivery or attempted delivery at
“the most recent address shown on [its] most recent filing with the Commission.” See 17 C.F.R.
§ 201.141(a)(2)(ii).
Zaric's (HPTG's) administrative hearing is at 9:30 a.m., Thursday, October 26, 2017, in the Commission Headquarters Offices, Hearing Room 2, 100 F Street, N.E., Washington, D.C., in front of Judge Carol Fox-Foelak.
Teleconference with the judge, SEC and company lawyers/officials at an earlier, unspecified date (standard SEC practice).
I don't know anything about that company... Are the circumstances analogues to our situation?? If so, I'm all ears..
Right, 6pack... Who knows what'll happen if/when we start trading again... 2 weeks, 2 years, whatever... I've got a piece of this trucking company and Zaric, nor anyone else, will get it from me unless it's at a fair price... When they did the merger, Zaric and all principals involved put a price on the value of the company and that's 27 million, in writing, in the SEC documents...... One time sales... Public or private, that's what the enterprise was worth, or at least in that ballpark.... then that's the starting point of what I would consider taking for my stake... In the neighborhood of one-time sales.. End of story.. and one last thing, this "old address" excuse that the company used with the SEC is utter horseshit. It's the equivalent of the dog ate my homework... Pro Star is a company making tens of millions of dollars a year...they have the financial wherewithal to pay for audited financials... Zaric just chose not to file.... Zaric chose to never communicate with shareholders or anyone else. Zaric chose to shut down the companies Orlando Facebook page so shareholders couldn't gather any information on their own... Let's see if the company even issues anything on the trading halt. But I can tell you I won't be holding my breath for that.....
At this point, we really don't have any..... Other than to sit and wait.... Which sounds a lot like the last 13 months..
True, it would surprise me though if GBH (GBH CPA's ) would have even involved themselves with us then...
I'm inclined to think our numbers and methods were up to par...
That's what I thought, shareholders will still be shareholders no matter what. I don't think Zaric went public so he can go private. Obviously, that makes no sense here...
Now, the SEC stated publicly that HPTG's failure to respond was due to an old address on file with the SEC... I don't believe they pulled that response out of their own ass, Im sure that was a reply from Zaric (HPTG).
I'm glad you posted that information. I can see small companies on the verge of bankruptcy not being able to afford to have the financial filings done an appropriate amount of time and perhaps that avenue of going dark for a couple years would help them greatly.... However, I don't believe that's our case.
Pro Star Freight Systems generates an awful lot of money, relatively speaking, so the cost of having financials done would be negligible to the company....
The way I understand it, if the company were to be delisted, we're still part owners... Public or private... Additionally, I don't think he would want to go to jail for defrauding investors by purposely bankrupting the company and/or transferring assets to another corporation that he owned, leaving Pro Star to whither on the vine...
Right, why go public... Zaric's not exactly a neophyte here.... He & our COO (Sagiv Israeli) own a tiny bit of Cool Technologies (WARM). I believe that is just a passive investment, however, they do have some experience with cheap penny stocks. Anyone who's routinely been on this board knows that I've been pounding the table on the fact that Zaric does not own any common shares yet or at least none that we know of per the last SEC filing... Sure, he has the promissory note and the series a preferred (along with the green shoe warrant) that guarantees him 84.9% of the company.. But he would have to issue millions of new shares up to our maximum (625 mil) and then issue even more on top of that to satisfy that 84.9% number.... The only thing that would mitigate massive dilution is if the company had a substantial amount of common stock in the treasury, which we did not have when HPTG and Pro Star merged... And one more thing to consider, would a merger with a private company, which has value, 100% controlled by Zaric, allow him to receive almost complete control of the combined company, without diluting existing shareholders (or at least not as much)? Just a thought...
Well, that'll piss him off... I don't think he's all that happy they're are a number of shareholders here who individually own small percentages of his company... From what I know, he owns several trucking related firms privately (Arrow Freight, Pro Star Auto Group and ASN Holding LLC). He could package those under the holding company and have value assigned to it (Arrow Freight alone earned over five million dollars in revenue in 2015). He could merge it with his public company (us) and grab an even larger share percentage of ownership of HPTG. Quite frankly, he needs to put all of his trucking businesses under one protective umbrella for liability, income and tax reasons .
I don't think so, but no one knows what Zaric's end game is going to be. He has positioned quite a few chest pieces around the board.. looks like we shareholders have to wait for his final move...
We can only hope... To me, the matter appears to be deliberate on Zaric's behalf. Here's some verbage from the SEC's explaination of events;
On May 31, 2017, the Commission’s Division of Corporation
Finance (“Corporation Finance”) sent a delinquency letter to HPTG requesting compliance with
its periodic filing requirements, but HPTG did not receive the delinquency letter due to its failure
to maintain a valid address on file with the Commission as required by Commission rules (Rule
301 of Regulation S-T, 17 C.F.R. Section 232.301 and Section 5.4 of EDGAR Filer Manual).
So Zaric "accidentally" kept the old HPTG, Doraville, Georgia, address on file with the SEC ? What a shame.... Oopsie, Right?
Uh huh...... Apparently, he's too stupid to have known better. ... Sure, well what's the reason then that he's now given the Indiana Secretary of State a bullshit mailing address for Pro Star Freight Systems? Because it's now listed as a "foreign" Illinois corporation doing business in Indiana... So instead of using the 1000 Jorie Boulevard suite #250 Oak Brook, Illinois address, that we all know is the headquarters of not only Pro Star Freight Systems, but ALL of Zaric's other trucking entities, he uses 1910 Hatherleigh Ct. #2 Mount Prospect, Illinois, as Pro Star's address..... It's an apartment building... And there is no "unit 2"... It goes from 2A to 2E.... What gives, Nicky?? You've got 3,300 square feet of space over there in Oak Brook... Let me guess, no room to file a few letters a year from the Indiana SOS over there?
Green, to me, 84.9% ownership of the company means just that, 84.9 %,. No less. If the O/S needed to be increased above what is currently allowed, we'd see a press release stating that it has been done. End of story. Now, don't get me wrong, I'm not saying that I believe that scenario plays out..
I'm just saying the conversation on this subject needs to occur between shareholders.
Ultimately, what we are all trying to figure out is why Pro Star Freight System's actual business has expanded and grown in a media and informational vacuum for the past 2 years.. What is the purpose? Who benefits from that??
Let me ask you this... Does not anyone holding convertible securities (convertible to common stock) want to be able to purchase or acquire the stock at the cheapest price possible??
My understanding of the Greenshoe Warrant, as it pertains to our situation is this. Zaric, at some point in the future, will eventually receive from the company "as many shares as necessary" to achieve the 84.9% ownership he's entitled to per the purchase agreement...
So you can see the potential dilemma for us shareholders if this happens with little or no stock in the treasury....
Obviously, for us, we would like the company to have as many shares as possible in the treasury before he did that. As I have previously said, I have no idea how many shares we may have had in our treasury when we merged.
Oh I'm not disputing the fact that he is the beneficial owner of Pro star Holdings trust. That I know..... The question is whether the company actually has those shares to issue or not....
Like I was saying, the agreement has a Green shoe Warrant provision written in it... If the company already had that stock in its treasury, there would be no reason to add the green shoe warrant verbage... Heck, they could have just given him the shares right then and there...
It's good to have this discussion on the board so we shareholders get a better understanding of what's going on. Without financials, answers to some of these questions are not possible as we can only speculate. As to 31 Group, checking those historical prices from early 2016 and the daily trading volume makes for a good case for them selling most or all of the shares (the 01/11/16 shares were acquired at .00186 per share, 01/28/16 shares at .00184 and the 02/02/16 shares at
.0035, just doing the math).
Here is a question that needs asking, Green (and anyone with a serious response, please chime in)
From the last 10k-t, a footnote in the financials shows that Zaric is ENTITLED to 323 million shares by virtue of his single unit of series A preferred stock.
It does NOT say that he actually has those common shares. So, at some point, when he wants to convert, the company will have to give him those shares... If those shares are not in the company treasury, they will have to issue new ones.. Correct? Now, the "Greenshoe" Warrant component to this transaction states that in the event the company does not have enough shares to satisfy his series A preferred stock and his promissory note (which entitles him to another 4.9% of HPTG), the company would be forced to issue as many shares necessary for him to obtain 84.9% of the company....
That's how I read this...
So what's the remedy for possible dilution upon his conversion?
If that's the case, let's hope the company has spent all this time with their mouths shut quietly buying them (and more) back .. I
If I had to guess, I would say no. Right after the merger, the company reported roughly 30 million shares being returned to the company. That left us with about 363 million shares O/S at the end of 2015.
After those three separate conversions by 31 Group, we ended up with our current 404,800,000 (slightly rounded up), which, as Damizo pointed out, hasn't changed since early 2016.
Additionally, since we haven't seen any financials, we have no idea if Zaric has converted his Promissary Note or his Preferred Stock
....a promissory note in the principal amount of $2,500,000, which is convertible into 4.9% of the issued and outstanding capital stock of the Company on a fully-diluted basis (the “Note”), (iii) Series A preferred stock of the Company, which will be convertible into 80% of the issued and outstanding capital stock of the Company on a fully-diluted basis (the “Preferred Stock”) valued as of March 1, 2016 (the date of closing) at $4,209,862 and (iv) a form of warrant that will be exercisable for a number of shares of common stock of the Company necessary to ensure that the Note and Preferred Stock collectively result in the issuance of 84.9% of the issued and outstanding capital stock of the Company on a fully-diluted basis (the “Goldenshare”). Following the eighteen month anniversary of the issuance of the Preferred Stock, holders of Preferred Stock shall be entitled to dividends at the rate of 5% per annum, payable quarterly. Holders of Preferred Stock shall vote together as a single class with holders of common stock of the Company
Should have read 31 Group. 44,802,000 shares...
Don't forget Group 31 (Sason). They have roughly 11% or 44,802,00 shares, if they haven't sold any.
On January 11, 2016, the Company issued 10,735,374 common shares for conversions of notes issued to 31 Group, LLC with principal of $20,000.
On January 28, 2016, the Company issued 10,857,764 common shares for conversions of notes issued to 31 Group, LLC with principal of $20,000.
On February 2, 2016, the Company issued 23,208,733 common shares for conversions of notes issued to 31 Group, LLC with principal of $25,857 and interest of $55,605
New, HTPG has officially been out of the Hydrogen gasification business all together since December 27, 2016.
On that day, the company stated that going forward, they were a ground freight logistics business only.
Sorry, I replied to the wrong post. Please see message 20141.
The easiest and most concise way to explain what HPTG is all about is it is a long haul trucking and logistics company based in Oak Brook, Illinois. They have trucking yards in Hammond, Indiana and Orlando, Florida, which both have garage/maintenance facilities (Pro Star Truck Centers) and company towing/wrecker service for both. Pro Star Truck Centers also do routine maintenance and tire replacement for other trucking companies. Pro Star Freight Systems carries goods with company owned trucks, leased trucks and owner operator trucks (some owned by individuals and others owned by small trucking companies). Additionally, there are a few mid-sized trucking firms devoting a couple of their trucks which haul for us). Last I heard was we own 30 2016 dry van trailers and lease the rest. Those 30 trailers we own are routinely leased to owner operators. We also haul vehicles on car carriers. Most dispatching is done from Belgrade and Nis, Serbia. I believe some dispatching is done from Oak Brook, Illinois as well. Rough estimates by multiple sources put the total number of trucks hauling for us at 200+. Last annual revenue data we have concerning Pro Star was roughly 27 million in 2014, which was achieved with fewer trucks, one truck center and zero owned trailers. Pro Star's main routes are over the eastern 3rd of the United States, however, they do have a nation wide reach.
Go to the blue box upper right hand corner.. click SMS Results.... Then scroll down to "Complete SMS Profile"... You can play around with the site, as there is some additional information on Pro Star or any other carrier you want to look up..