Infotopia (fka IFTA)

[scion]

ZERO DEGREES OF SEPARATION, PART III – WERE THOSE IRISH EYES SMILING, OR IS GEORGIA ON THEIR MIND?
December 6, 2001

As we have seen in the first two installments of this series, there is an abundance of cross-pollination when it comes to the investors, attorneys, and consultants involved with public companies such as Infotopia, Ives Health, HIV-VAC and Grand Enterprises. Some of the players, like Teodisio Pangia, Alan Berkun and Joseph Blumenthal, have been the subject of serious regulatory scrutiny. Other names are far less familiar, but they all certainly seem to be well-connected.


Luck of the Irish

Remember Kilkenny Group LLC; Rathgar LLC; Finglas LLC; and Monkstown LLC? They have something in common – in addition to the fact that each of the entities acquired 800,000 shares of Grand Enterprises common stock for $80. Rathgar, Finglas and Monkstown are also the names of three villages in Dublin, Ireland. And Kilkenny is the name of a town in Central Ireland.

Could that be a mere coincidence? We have found no disclosure suggesting that the four companies are under common ownership and control. To the contrary, each identifies a different individual as its “Managing Member”: Judith Adler of New York City for Kilkenny; Dr. Stuart Erner of Slingerlands, New York for Rathgar; Irwin Goodman of Alpharetta, Georgia for Finglas; and Ben Giacchino of Woodstock, Georgia for Monkstown (Finglas has also provided an address in Boynton Beach, Florida.

What do they have in common – aside from an apparent affinity for Irish names? We discovered that two of the entities, Rathgar and Monkstown were created as New York limited liability corporations on May 10, 2000. In both cases Jeffrey Rinde of Bondy & Schloss is listed with the New York State Division of Corporations as the person who has been designated to accept service of papers – like civil complaints and other court documents – on behalf of the corporation.

On the other hand, Kilkenny and Finglas were both formed as limited liability corporations in Georgia on that same date, May 10, 2000. Both list their address as 6 East 43rd Street, New York, N.Y., – the same location as the offices of Bondy & Schloss.

Capital Advisory Partners is also a Georgia limited liability corporation. Its registered agent is the law firm of Briskin & Associates, LC, whose founder, Alan Briskin, used to be a partner in the Alpharetta, Georgia law firm of Briskin & Rinde. His partner in that firm was named Jeffrey Rinde.

There may be some more connections worth noting. Judith Adler is identified as the Managing Member of Kilkenny. Mrs. Adler was also listed in her individual capacity as a selling shareholder (along with Capital Advisory Partners and Gata) in a Registration Statement filed by Delsoft Consulting, Inc. in October 2000. Bondy & Schloss acted as attorneys for Delsoft in connection with that registration. And Bondy & Schloss partner, Jeffrey Rinde, served as Chief Financial Officer and a Director of Delsoft from 1997 through November 1999.

According to the Merger Agreement between Grand Enterprises and EC2000, Ms. Adler resides at 420 East 79th Street, New York, N.Y, Apt. 12-D,an apartment building on Manhattan’s Upper East Side. That is also the address that we found listed for an individual named Gerald Adler (a lawsuit filed against Bondy & Schloss, Mr. Adler, Mr. Rinde and Infotopia by J Group Holdings lists Apartment 12-D at 420 East 79th Street as Mr. Adler’s address. See Infotopia, Inc., The Professionals – Playing Defense). Is that the same Gerald Adler who is a partner in the law firm of Bondy & Schloss? If so, is he related to Judith Adler? As best we can determine, the Delsoft and Grand Enterprises Registration Statements do not disclose any relationship between Ms. Adler or Kilkenny on the one hand and Gerald Adler or the law firm of Bondy & Schloss on the other.

One more thing. Benjamin Giacchino, Managing Member of Monkstown, also served as a Director of Delsoft, and reportedly sold Delsoft shares under Rule 144. Prior to that time, between 1991 and 1993, Giacchino was a stockbroker at Greenway Capital Corp. (later Cortlandt Capital Corp.), a brokerage firm that lost its license in 1998 after the SEC charged Greenway with securities manipulation.


We Shell Overcome

Stock Patrol has uncovered still more connections among Kilkenny, Finglas, Monkstown, Rathgar and Capital Advisory Partners. These entities have joined together repeatedly to acquire interests in companies, including several “shells. Consider the following:


• On November 19th Infotopia, Inc. filed a Form 10-Q disclosing that its wholly-owned subsidiary, East Side Venture Partners LLC, had acquired shares of DLD Group, Inc., a public company, formed in Delaware in April 2000 as a “blank check” shell without any operations. At the time DLD was formed its sole director and officer was Patricia Meding. Like Grand Enterprises, DLD had retained Meding’s firm, Capital Advisory Partners, to find a reverse-merger partner.

The original shareholders of DLD were Capital Advisory Partners; Kilkenny; Rathgar; Finglas; and Monkstown, each of which had initially been issued 800,000 shares of DLD stock for $80 – just as they had when Grand Enterprises was formed. This time, however, each of those entities subsequently sold 760,000 of their DLD shares to East Side Venture (the Infotopia subsidiary) in March 2001 for an aggregate sum of $200,000. That constituted a profit of $199,600, which seemed considerable since the Company still had no business.

In April 2001, DLD found a business – or at least a potential one – acquiring rights to a pending patent application relating to water filters and purifiers. But DLD apparently does not have a patent just yet. It says it has the rights to a pending patent application, and there can be no assurance when, or even if, the patent will be issued. After the acquisition, Ms. Meding resigned as an officer and director of DLD. Infotopia’s President Ernest Zavoral, who also serves as Managing Member of East Side Venture, is now the Chairman of the Board of DLD.

Despite considerable uncertainty about the prospects for the patent, DLD has filed a Registration Statement covering all shares owned by East Coast Venture (3.8 million shares); Capital Advisory Partners (40,000 shares); Kilkenny (40,000 shares); Rathgar (40,000 shares); Finglas (40,000 shares); and Monkstown (40,000 shares). DLD’s lawyers for the offering? Jeffrey Rinde and Bondy & Schloss.

• On August 7, 2001, an OTC Bulletin Board company called Millennium Direct, Inc. filed a Form 8-K disclosing its acquisition of Blue Capital Associates, Inc. (BCA), a private company whose shareholders were East Side Venture; Monkstown; Finglas; Rathgar; Kilkenny; and Capital Advisory Partners. It is unclear what, if any assets, Blue Capital had at the time of the acquisition. Millennium has now changed its name to Blue Capital Associates, Inc.

• Freeman Technologies Corporation is another “blank check” shell company with the same cast of characters. It has yet to acquire an operating business, although, like DLD, it has retained Capital Advisory Partners for that task. Patricia Meding remains Freeman’s sole officer and director. Its shareholders consist of Capital Advisory Partners (800,000 shares); Kilkenny (800,000 shares); Rathgar (800,000 shares); Finglas (800,000 shares); and Monkstown (800,000 shares). Freeman’s attorneys are Bondy & Schloss.

• This group of shareholders got together once again to form another shell corporation, Castle Hill Associates, Inc. Like Freeman, Castle Hill still has no operating business, although it has retained Capital Advisory Partners to find one. Patricia Meding is Castle Hill’s sole officer and director. Its shareholders consist of Capital Advisory Partners (200,000 shares); Kilkenny (200,000 shares); Rathgar (200,000 shares); Finglas (200,000 shares); and Monkstown (200,000 shares).


The DLD Registration Statement is still pending, so there is no telling when this band of shareholders will be free to start selling their DLD stock. And shares of Freeman and Castle Hill could eventually hit the market as well, once those companies finally find a business – or at least the rights to a patent application.

Those prospects should keep investors on their toes. We know we’ll be watching for developments.

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