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Thursday, March 29, 2018 4:09:38 PM
ANDI does have 634,254 Series C preferred shares outstanding.
Those shares were all issued during 2013.
And therein lies a tale...
Back in the spring of 2013, ANDI was doing badly. Stock price had declined dramatically since the beginning of the year, and management refused to produce new numbers for the share structure:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=88337536
On 1 May 2013, the company announced that its CEO, Dustin Secor, was stepping down, and would be replaced by Rick Shykora. Shykora had somehow got himself mixed up with Javan King, a Canadian promoter who ran something called the Syndicate Trust. King had a bold yet ridiculous plan for the companies he advised: They should issue "Anti-Dilutive Convertible Preferred Securities" to all their common shareholders. An arbitrarily high value would be assigned to the preferred stock. The company would then do a reverse split so large it would pretty much wipe out the commons. The holders of the "anti-dilutive convertible preferred" would then convert their preferred certs to restricted commons. Subsequently, the company would register that stock with the SEC in an S-1 offering, and the stock would become free trading, at a much higher price than the old commons had enjoyed.
https://www.otcmarkets.com/stock/ANDI/news/Andiamo-Corporation-ANDI-Announces-a-new-CEO-Mr-Rick-Shykora-Additionally-ANDI-will-be-Issuing-Anti-Dilutive-Convertible?id=62161
As I said, this was an idiotic idea. One problem was that King didn't feel the companies needed to declare the distribution of the preferred as a dividend, probably because he doubted the necessary corporate action request would get past FINRA. As a result, these issuances may well have been illegal. That would include all or part of the issuance of the Series C preferred. There was more to the scheme, but never mind.
For some reason, the planned reverse split was never effected, but the Series C preferred was issued as promised. Or rather, sort of as promised. There were misspellings on the certificates, and worse yet, some, but not all of the certs were described as for Series C preferred on the front, and for Series H preferred on the back:
Hilarious!!
Shykora continued his flirtation with King and another of King's clients, Rob Gardner, CEO of OLIE, into early 2014. On 27 January 2014, OLIE announced the signing of an MOU with ANDI:
http://globenewswire.com/news-release/2014/01/27/604825/10065518/en/Olie-Inc-Announces-MOU-With-Andiamo.html
Sadly, nothing ever came of that, because on the same day, OLIE and another related company, HSCO, were suspended by the SEC for their involvement in a fraudulent bond scheme. In March, a third related company, CDFT, was zapped. Javan King was never charged with anything, and continued to try to push his "anti-dilutive convertible preferred" concept for several years. He didn't have much success, but every once in awhile, somebody bites.
On another subject, back in August 2014, the Alberta Securities Commission slapped a Cease Trade Order on ANDI. The CTO is still in place today.
https://cto-iov.csa-acvm.ca/ArticleFile.asp?Instance=101&ID=59013C4273F84C8BB48F51465A82FA4D
https://cto-iov.csa-acvm.ca/SearchArticles.asp?Instance=101&Form=1&XSL=SearchArticlesAdvanced&IssuerPerson=*Andiamo*&begins=on&Attr7=1&Attr7=2&RegDateMin=1971%2F05%2F06&RegDateMax=2018%2F03%2F29&Attr2=1&Attr2=2&Attr2=3&Attr2=4&Attr2=13&Attr2=5&Attr2=6&Attr2=8&Attr2=10&Attr2=14&ExpiryDateMin=&ExpiryDateMax=&Contents=&Search.x=43&Search.y=7&Attr2=15&Attr2=16&Attr2=22&Attr2=20&Attr2=18&Attr2=17&Attr2=19&Attr2=21
Was any of that Series C (or perhaps H) stock converted? I don't know. But the history of ANDI is not encouraging.
Those shares were all issued during 2013.
And therein lies a tale...
Back in the spring of 2013, ANDI was doing badly. Stock price had declined dramatically since the beginning of the year, and management refused to produce new numbers for the share structure:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=88337536
On 1 May 2013, the company announced that its CEO, Dustin Secor, was stepping down, and would be replaced by Rick Shykora. Shykora had somehow got himself mixed up with Javan King, a Canadian promoter who ran something called the Syndicate Trust. King had a bold yet ridiculous plan for the companies he advised: They should issue "Anti-Dilutive Convertible Preferred Securities" to all their common shareholders. An arbitrarily high value would be assigned to the preferred stock. The company would then do a reverse split so large it would pretty much wipe out the commons. The holders of the "anti-dilutive convertible preferred" would then convert their preferred certs to restricted commons. Subsequently, the company would register that stock with the SEC in an S-1 offering, and the stock would become free trading, at a much higher price than the old commons had enjoyed.
https://www.otcmarkets.com/stock/ANDI/news/Andiamo-Corporation-ANDI-Announces-a-new-CEO-Mr-Rick-Shykora-Additionally-ANDI-will-be-Issuing-Anti-Dilutive-Convertible?id=62161
As I said, this was an idiotic idea. One problem was that King didn't feel the companies needed to declare the distribution of the preferred as a dividend, probably because he doubted the necessary corporate action request would get past FINRA. As a result, these issuances may well have been illegal. That would include all or part of the issuance of the Series C preferred. There was more to the scheme, but never mind.
For some reason, the planned reverse split was never effected, but the Series C preferred was issued as promised. Or rather, sort of as promised. There were misspellings on the certificates, and worse yet, some, but not all of the certs were described as for Series C preferred on the front, and for Series H preferred on the back:
Hilarious!!
Shykora continued his flirtation with King and another of King's clients, Rob Gardner, CEO of OLIE, into early 2014. On 27 January 2014, OLIE announced the signing of an MOU with ANDI:
http://globenewswire.com/news-release/2014/01/27/604825/10065518/en/Olie-Inc-Announces-MOU-With-Andiamo.html
Sadly, nothing ever came of that, because on the same day, OLIE and another related company, HSCO, were suspended by the SEC for their involvement in a fraudulent bond scheme. In March, a third related company, CDFT, was zapped. Javan King was never charged with anything, and continued to try to push his "anti-dilutive convertible preferred" concept for several years. He didn't have much success, but every once in awhile, somebody bites.
On another subject, back in August 2014, the Alberta Securities Commission slapped a Cease Trade Order on ANDI. The CTO is still in place today.
https://cto-iov.csa-acvm.ca/ArticleFile.asp?Instance=101&ID=59013C4273F84C8BB48F51465A82FA4D
https://cto-iov.csa-acvm.ca/SearchArticles.asp?Instance=101&Form=1&XSL=SearchArticlesAdvanced&IssuerPerson=*Andiamo*&begins=on&Attr7=1&Attr7=2&RegDateMin=1971%2F05%2F06&RegDateMax=2018%2F03%2F29&Attr2=1&Attr2=2&Attr2=3&Attr2=4&Attr2=13&Attr2=5&Attr2=6&Attr2=8&Attr2=10&Attr2=14&ExpiryDateMin=&ExpiryDateMax=&Contents=&Search.x=43&Search.y=7&Attr2=15&Attr2=16&Attr2=22&Attr2=20&Attr2=18&Attr2=17&Attr2=19&Attr2=21
Was any of that Series C (or perhaps H) stock converted? I don't know. But the history of ANDI is not encouraging.
