JNS Holding Corp (JNSH)

[likwit]

this is what I have found over the past few months on FGFC... take what you want out of it and criticize where you want.. I sold... thank god.. wouldn't be abe to get what I got anymore... rode her WAY too far down... and so did a few other previus cheerleaders for this one... easy? i know you promised not to post your true feelings on here? y?

Company Name: First Guardian Financial Corp.
Alternate Names: Kid Rom Inc. (Name Change), Millennium direct Inc. (Name Change), Viyon Corp. (Name Change)


Millennium Direct, Inc. (the "Company") was organized under the laws of the State of Delaware on September 13, 1994, as Kid Rom Inc. On April 3, 2001, the Company filed Form 8-K12G-3/A with the Securities and Exchange Commission. This Form reported the merger of Millennium Direct, Inc. and Blue Capital Associates,Inc. in a stock for stock exchange. The Company operates in two divisions:

1. Skin care products, an
2. Entertainment and educational videos.

MILLENNIUM DIRECT, INC was run by BY: George S. Balis, CEO and was a huge scam….and Balis got booked… whether Hayter was behind the scenes at this point is unknown…

Here is some info on and what happened to Balis

The chairman and chief executive of a marketing company was convicted of conspiracy, securities fraud and wire fraud after trying to bilk an investor out of $300,000 in an unsuccessful kickback scheme, the authorities said yesterday. The man, George S. Balis, the head of Millennium Direct, was arrested in 2003 when he used fake documents and made false statements to persuade an investor -- actually an undercover federal agent -- to lend him $300,000 so he could make an infomercial for a bogus anti-wrinkle skin cream. In reality, the authorities said, Mr. Balis, 58, planned to keep much of the money and kick back thousands of dollars to a broker (yet another undercover federal agent) who introduced him to the investor. Mr. Balis was convicted in Federal District Court. He faces up to 30 years in prison and a fine of $250,000 when he is sentenced on Oct. 28.
Respondent George S. Balis was admitted to the practice of law in New York by the First Judicial Department on March 1, 1976, as George Steven Balis. Respondent currently maintains his law practice in Yonkers, New York.
On August 9, 2005, respondent was convicted in the United States District Court for the Southern District of New York (Lynch, J), after a jury trial, of conspiracy to commit securities fraud and/or wire fraud (15 USC §§ 77q[a] and 77x, 18 USC §§ 371 and 1343), securities fraud (15 USC §§ 77q[a] and 77x, and 18 USC § 2), and wire fraud (18 USC §§ 1343 and 2), all felonies under the United States Code.[FN1]
However, the case at bar involves a conviction under different sections of the Code, namely, 15 USC §§ 77q(a) and 77x, which this Court has on one occasion found to be "substantially similar" to GBL § 352-c(5) and (6) (Matter of Miller, 246 AD2d 35 [1998]). General Business Law § 352-c(5) reads in pertinent part:
Any person...who intentionally engages in any scheme constituting a systematic ongoing course of conduct with intent to defraud ten or more persons or to obtain property from ten or more persons by false or fraudulent pretenses, representations or promises, and so obtains property from one or more of such persons while engaged in inducing or promoting the ...sale...or purchase of any securities...shall be guilty of a class E felony (emphasis added).

GBL § 352-c(6) reads: [*2]
Any person...who intentionally engages in fraud, deception, concealment, suppression, false pretense or fictitious or pretended purchase or sale, or who makes any material false representation or statement with intent to deceive or defraud, while engaged in inducing or promoting the ...sale...or purchase within or from this state of any securities...and thereby wrongfully obtains property of a value in excess of two hundred fifty dollars, shall be guilty of a class E felony (emphasis added).
Respondent argues that since there was no proof of an ongoing systematic course of conduct involving 10 or more investors (the evidence suggested one potential investor), or anyone obtaining property while promoting the distribution or purchase of securities (let alone property worth more than $250), and because he told the investor the truth, his conduct does not fall within the parameters of subdivisions (5) and (6) and, therefore, constitutes only a misdemeanor under GBL § 352-c.
Indeed, the record before us indicates that respondent did not obtain money or property, rather, he attempted to defraud a potential investor, and so, under New York statutes, did not commit a felony
Let alone the gross administrative and travel expenses, they were buying businesses off they’re friends and family members then writing them off as no value…
On February 1, 1998, Millennium, through a wholly-owned subsidiary, acquired substantially all of the assets of UDL (the "Acquisition"), for a total purchase price of $1,216,750. In April 2001, the Company acquired all of the issued and outstanding stock of Blue Capital Associates, Inc. in exchange for stock valued at $116,206. The acquisition represented a public shell corporation and as such, the Company determined that there was no future value to this acquisition and has therefore provided for an impairment loss in the amount equal to the consideration paid for the shares Inconnection therewith, Millennium agreed to advance up to $200,000 to a shareholder of Blue Capital.
Over and over (In the next one he buys his wife company for over 6 million dollars…lol
On February 1, 1998, Millennium, through a wholly-owned subsidiary,
acquired substantially all of the assets of UDL (the "Acquisition"), for a total
purchase price of $6,334,600. The consideration consisted of $400,000 in cash
and the issuance of 3,025,000 restricted shares of our common stock valued at
$5,934,600. Concurrent with the Acquisition, Millennium executed a letter of agreement which granted to Ardis Balis, the Chairperson and Founder of UDL, etc ..( that’s George Balis’s wife)

As of December 31, 1998, Millennium had invested $161,621 to obtain a
nineteen percent (19%) equity interest in a company which develops and markets
gourmet snack foods.
Paying themselves for some of their rent for a room out of their house
The Company leases its office space, on a month-to-month basis, from a stockholder. For 2001 and 2000, the Company recorded rent expense under these leases of approximately $29,800 and $36,000, respectively.
Paying insane consulting fees to themselves of course…
EXPENSE DESCRIPTION MARCH 31, 2000
Advertising $211,135
Depreciation and amortization 32,733
Consulting fees 394,353
Professional fees 36,565
Travel and trade shows 60,825


LIQUIDITY AND CAPITAL RESOURCES

Millennium has financed its operations and met its capital requirements primarily through funds raised in private placements conducted since 1996.Beginning in 1998 with its acquisition of UDL, Millennium has been able to finance, in part, operations from income. The principal uses of operating cash are to further develop and produce Millennium's children's videos, as well asits skin care products marketed under the Theracel brand. Millennium expects to generate cash flow from operations due to the anticipated direct television marketing of its TheraCel skincare system. The Company may also seek to raise additional funds through private placements of equity, debt or a combinationt hereof. In the event that the Company is unable to raise funds through private placements or from operations, Millennium's ability to conduct its operations as planned may become uncertain.
We may seek to issue corporate debt or equity securities in order to meet additional cash needs for the coming year. Any debt incurred or issued by us maybe secured or unsecured, fixed or variable rate interest and may be subject to such terms, as our board of directors deems prudent. Any sales of equity securities may be at or below current market rates for our common stock.
They spent over $200,000 on advertising in 2000. Then.. sales totaled $607 for the three months ended September 30, 2001; an increase from $0 for the three months ended September 30, 2000. This increase is largely attributable to the increase in sales.
WATCH THEM KILL THEY”RE STOCK

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
Year Quarter High Bid Low Bid Year Quarter High Bid Low Bid

1998 1st* 10.313 2.75 1999 1st* 1.531 0.375
1998 2nd* 4.813 0.625 1999 2nd* 1.063 0.375
1998 3rd* 2.813 1.25 1999 3rd* 0.563 0.250
1998 4th* 2.625 1.50 1999 4th 1.25 0.250

Year Quarter High Bid Low Bid
2000 1st* 1.25 0.25
2000 2nd* 1.25 0.25
2000 3rd* 1.25 0.25
In February, 1997, Millennium issued 2,300,000 shares of Common Stock
at a price of $.0001 per share. Woah! In 98 the share price was from $2.75 to $10.00 This transaction was exempt from registration
under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to
Section 4(2) thereof, since they were issued solely to members of management and
directors of Millennium. Also in February, 1997, Millennium issued 578,000
shares of Common Stock for par value ($.0001) as compensation for services
rendered. This transaction was exempt from registration under the Securities
Act, pursuant to Section 4(2) thereof since they were issued solely to members
of management and directors of Millennium.

In December, 1997, Millennium issued 600,000 shares of Common Stock to
two individuals as compensation for serving as directors of Millennium. This
transaction was exempt from registration pursuant to Section 4(2) of the
Securities Act since they were issued solely to members of management and
directors of Millennium. Also in December, 1997, Millennium sold 398,000 shares
of Common Stock for $.25 per share, which such transaction was exempt from
registration pursuant to Section 4(2) of the Securities Act and Regulation D
promulgated thereunder, specifically, Rule 504 thereof. Also in December, 1997,
Millennium sold 82,353 shares of Common Stock for $.25 per share. This
transaction was exempt from registration pursuant to Section 4(2) of the
Securities Act and Regulation D promulgated thereunder, specifically, Rule 504
thereof.

In March, 1998, Millennium issued 500,000 shares of Common Stock to
Ardis Balis, an officer and director of Millennium, pursuant to the Acquisition
Agreement, which transaction was exempt from registration pursuant to Section
4(2) of the Securities Act.

In April, 1998, Millennium issued 800,000 shares to Ardis Balis to
comply with the terms of the Acquisition Agreement. This transaction was exempt
from registration pursuant to Section 4(2) of the Securities Act. Also in April,
1998, Millennium sold 300,000 shares at a price per share of $.16 and 250,000
shares for $.25 per share. These transactions were exempt from registration
pursuant to Section 4(2) of the Securities Act and Regulation D promulgated
thereunder, specifically, Rule 504 thereof.

In April, 1998, Millennium issued 400,000 shares of Common Stock at par
value, $.0001, to George Balis, an officer and director of Millennium. This transaction was exempt from registration pursuant to Section 4(2) of the Securities Act.

In April, 1998, Millennium sold 100,000 shares at a price of $.50 per
share, and an additional 100,000 shares for $.85 per share, which such
transactions were exempt from registration pursuant to Section 4(2) of the
Securities Act and Regulation D promulgated thereunder, specifically, Rule 504
thereof.

Also in April, 1998, Millennium issued 350,000 shares to Ardis Balis to
remain in compliance with the terms of the Acquisition Agreement. This
transaction was exempt from registration pursuant to Section 4(2) of the
Securities Act. Additionally, Millennium sold 350,000 restricted shares of
Common Stock for $.35 per share, which such transaction was exempt from
registration pursuant to Section 4(2) of the Securities Act and Regulation D
promulgated thereunder, specifically, Rule 504 thereof. In April, 1998,
Millennium sold an additional 300,000 shares of Common Stock at $.166 per share.
This transaction was exempt from registration pursuant to Section 4(2) of the
Securities Act and Regulation D promulgated thereunder, specifically, Rule 504
thereof.

In July, 1998, Millennium issued 275,000 shares to Ardis Balis to
remain in compliance with the terms of the Acquisition Agreement, which such
transaction was exempt from registration pursuant to Section 4(2) of the
Securities Act. Also in July, 1998, Millennium sold 75,000 shares to one entity
and 200,000 shares to another entity, both at a price per share of $.50, and
both exempt from registration pursuant to Section 4(2) of the Securities Act and
Regulation D promulgated thereunder, specifically, Rule 504 thereof.

In September, 1998, Millennium sold 137,500 shares, pursuant to Section
4(2) of the Securities Act and Regulation D promulgated thereunder,
specifically, Rule 504 thereof, for $.50 per share. Also in September, 1998,
Millennium issued 700,000 shares to Ardis Balis to remain in compliance with the
terms of the Acquisition Agreement. Also in September, 1998, Millennium sold
120,000 shares of Common Stock for $.20 per share, pursuant to an exemption from
registration pursuant to Section 4(2) of the Securities Act and Regulation D
promulgated thereunder, specifically, Rule 504 thereof.

In September, 1998, in three unrelated transactions, Millennium sold
50,000 shares of Common Stock at $.30 per share, 80,000 shares at $.50 per share
and 50,000 shares at $.65 per share, all pursuant to an exemption from
registration pursuant to Section 4(2) of the Securities Act and Regulation D
promulgated thereunder, specifically, Rule 504 thereof.


In October, 1998, Millennium sold 2,985 shares of Common Stock at $.40
per share, pursuant to an exemption from registration pursuant to Section 4(2)
of the Securities Act and Regulation D promulgated thereunder, specifically,
Rule 504 thereof.

In November, 1998, Millennium sold 25,000 shares of Common Stock for
services rendered, which such services were valued at $44,500, or $.56 per
share. This transaction was exempt from registration pursuant to Section 4(2) of
the Securities Act.

In November, 1998, Millennium sold 75,000 shares at $.80 per share.
This transaction was exempt from registration pursuant to Section 4(2) of the
Securities Act and Regulation D promulgated thereunder, specifically, Rule 504
thereof.

In three unrelated transactions in December, 1998, Millennium sold
80,000, 290,000 and 30,000 shares of Common Stock each for $.50 per share,
pursuant to an exemption from registration pursuant to Section 4(2) of the
Securities Act and Regulation D promulgated thereunder, specifically, Rule 504
thereof.

In December, 1998, Millennium sold 25,000 shares for $.80 per share,
pursuant to Section 4(2) of the Securities Act and Regulation D promulgated
thereunder, specifically, Rule 504 thereof. Also in December, 1998, Millennium
sold 12,000 shares of Common Stock for $.48 per share, pursuant to Section 4(2)
of the Securities Act and Regulation D promulgated thereunder, specifically,
Rule 504 thereof.

In January, 1999, Millennium sold 170,000 shares for $.50 per share,
pursuant to Section 4(2) of the Securities Act and Regulation D promulgated
thereunder, specifically, Rule 504 thereof.

In February, 1999, Millennium issued 75,000 restricted shares for
services rendered valued at $69,750, or $.93 per share, which such transaction
was exempt from registration pursuant to Section 4(2) of the Securities Act.

In March, 1999, Millennium sold 30,000 shares of Common Stock, pursuant
to Section 4(2) of the Securities Act and Regulation D promulgated thereunder,
specifically, Rule 504 thereof, for $.50 per share.

In April, 1999, Millennium sold 750,000 shares of Common Stock,
pursuant to Section 4(2) of the Securities Act and Regulation D promulgated
thereunder, specifically, Rule 504 thereof, for $.25 per share.


Also in April, 1999, Millennium sold 20,000 shares of Common Stock for services
rendered valued at $11,200, or $.56 per share, which such transaction was exempt
from registration pursuant to Section 4(2) of the Securities Act.

In July, 1999, Millennium sold 200,000 shares of Common Stock in
consideration for the termination of a marketing agreement, valued at $59,375 or
$.296 per share. Also in July, 1999, Millennium issued 50,000 shares of
restricted Common Stock in connection with services rendered, valued at $13,250,
or $.265 per share, which such transaction was exempt from registration pursuant
to Section 4(2) of the Securities Act.

In November, 1999, Millennium issued 350,000 shares of Common Stock to
Ardis Balis and 350,000 shares to George Balis for services rendered by each of
them as officers and directors of Millennium during 1999. Additionally,
Millennium issued 400,000 shares of Common Stock to be in compliance with the
terms of the Acquisition Agreement. All of these transactions were exempt from
registration pursuant to Section 4(2) of the Securities Act since they were
issued solely to members of management and directors of Millennium. Also in
November, 1999, Millennium sold 50,000 shares of Common Stock for services
rendered, which such services were valued at $5,000, or $.10 per share. This
transaction was exempt from registration pursuant to Section 4(2) of the
Securities Act.

In June 2000, Millennium issued 1,923,000 shares of its common stock to
certain consultants in consideration for services rendered, which services were
valued at a price of $.10 per share. All of these transactions were exempt from
registration pursuant to Section 4(2) of the Securities Act. In addition,
1,923,000 shares of its common stock were issued to Ardis Balis in compliance
with the terms of the Acquisition Agreement.


So Balis gets booked in the anti-wrinkle skin cream scam under Millennium Direct… Millennium Direct switches names to Viyon Corp and gets a different owner…Edward hayter still sells skin cream and some videos…






VIYON CORP:

Millennium Direct, Inc.

(now Viyon Corporation) and now Hayter comes in the picture from what I can see…
Date: May 11, 2005. By: /s/Edward Hayter
-------------------------------

Viyon Corp aggressively advertised and

As of December 31, 2001 the Company has $2,997,000 of net operating loss
carryforwards available to offset future taxable income.
$ 2,997,000

Also:

Person
EDWARD HAYTER

Records 1 - 3 of 3.
Company Name Form Type Received Date View
CAPITAL SOLUTIONS I, INC. SC 13D/A
7/8/2005

MILLENNIUM DIRECT INC 15-12G
5/12/2005

CAPITAL SOLUTIONS I, INC. 10QSB
10/15/2004



CAPITAL SOLUTIONS – TRADES UNDER CSNI ALL theyre reports done by Turner Hughes corp of which Edward Hayter is the owner… CSNI related to PRRM of which was a scam and is now SMMW … Richard Astrom was invoved there as well…
“secondly the company has been asked
about any involvement of a Mr. Chris Astrom and/or Mr. Richard Astrom
neither men have any involvement in management or ownership of this
company furthermore if anyone persists in implying this the company
will pursue any and all legal remedies.” Woah now…
“since there is a gag on the transfer agent, the only source for float/OS info is the company themselves, but consider this: before i discovered that the OS had swelled to 6.2B [source: TA, before they were gagged], the company was telling individuals that only 150M were OS...so my question is this: it appears that the company was misleading individuals with vastly inaccurate info...and went out of their way to silence the TA...do you think them trustworthy? [at the time of discovery of the 6.2B OS, 6B was "restricted", however, the terms of the restricted were not revealed]”
“ Capital Solutions One, hereby agrees to pay Turner Hughes Corp a flat sum ofTwenty Three Million Shares (23,000,000) shares of common stock bearing thestandard Rule 141 restrictive legend.”
Why do you think Turner Hughes is so successful?? lol

“Unfortunately Mr. Hayter’s years of experience has not kept IBAC Corp Stock prices (IBCX.PK) from plummeting since early 2005 to Sept 2006. Some stockholders believe the stock will one day improve after the release of the certified audit. However Mr. Hayter has announced there is an audit soon to be released or underway for over a year and a half.” Hmmmmmmm..

IBAC Corp mirrors FGFC and was a scam.. same sh*T.. buybacks announced that never went anywhere CEO saying he’s buying back , deals that went nowhere… worst part is this.. connection with Hayter again…
First Guardian Financial Corp
2167 E. 21st Street
PMB 103
United States
Tel: [phone]
Fax: [phone]
IBAC Corp
2167 E.21st Street PMB 103
Brooklyn, NY 11229
United States
Tel: [phone]
Fax: [phone]

Woah it’s the same address.. coincidence… nope…. …

ICAN, IBAC same thing trades under IBCX

ed hayter, CEO of ICAN
http://www.pinksheets.com/quote/company_profile.jsp?symbol=ICAN
--------------------------------------
ed hayter, Pres of VYNC Viyon Corporation
http://www.pinksheets.com/quote/company_profile.jsp?symbol=vync
----------------------------------------
ed hayter, founder and Pres, turner hughes
http://www.turnerhughescorp.com/index.html
NOTE: link to management profile has been removed within past few days, but can be confirmed here


list of clients:
- Buy Sell Merge, Inc. ?? “”””
- Cosmos Group, Inc. ?? “ THEY RECENTLY REMOVED THESE “
- Windsor Capital Corp ?? “””””
- First Atlantic Mortgage Company
- Development Corporation Of America
- Elizabeth Edwards Corporation - Pulte Homes
- Gulf Coast Attractions, Inc.
- The Interconnect Company
- The New Arena Theater
- Celebrity Theater
- Wenzelmeister Industries - Caleric Trading Company
- International Hotel Management, Inc.
- Millennium Direct, Inc. ??
- Viyon Corporation ??
- Software By Bay
- John Bay & Associates

CEO hayter states 150M AS, 75M OS
[as per many sources on BB board, up until late november]

TA reports 6.2B OS on november 29
http://www.investorshub.com/boards/read_msg.asp?message_id=4681444

gag is put on TA on december 6
http://www.investorshub.com/boards/read_msg.asp?message_id=4749413

dec 13, VYNC homepage has been changed, deleting links to PRRM/windsor capital deals [mentioned above]
http://ragingbull.lycos.com/mboard/boards.cgi?board=ICAN&read=40

part of that management?
Mr. Wenzel As Founder, and President of Caleric Corporation
http://www.viyon.com/management.htm

Mr. Wenzel As Founder, and President of Caleric Corporation


Turner Hughes is whom is lending the money to FGFC and Turner Hughes is owned by Hayter who bought Viyon…

Issuing stock completely defeats the purpose of the buyback.. they’re buying back 50 million shares yet they issue like 30 million in a few deals… pffft ok…

Viyon to First Guardian Financial & Abe. Rosenman

Rosenman from E.W. Corp. (E)dward (W)ayne Hayter, Sr. (born November 10, 1956

WAIT WAIT.. ok FGFC changes it all and is going to turn everyone into millionnaires.. never happened before.. probably never will..

hope it helps...

don't let them confuse the buyback issues with another stupid deal which is IMO exactly what is going to happen... stay on them about the buyback don't get swallowed up in a new deal that goes nowhere with new dates NOT to look forward too.. WHERE IS THE BUYBACK COMPLETION? WHERE IS THE AUDITED FINANICALS?? thank you...