From SEC filings...According to Neal Hill, Moore did not inherit the "mess" things are now in, as he was part and parcel to creating the mess. I believe Dr. Hill. He did not submit these letters to the SEC lightly. I am sure he wanted the SEC to know that he has no part in this and as soon as he started looking under the hood, he got out quickly and burned the bridge. It is obvious that Moore is carrying on the tradition. After perpetual promise of audited financials supposedly in the works, we see from the shareholder meeting agenda that they wish to appoint yet another auditor. So obviously no financials are currently in the works since Honest George can't seem to find an auditor willing to perform a little slight of hand...a little soft shoe....a little presto change-O....LOL. Read what Dr. Hill had to say on his way out, how that the only assets HYRF has are it's technologies and licenses. How hard would that be to audit? LOL. No, HYRF is dead in the water and with a reverse split coming, will be even more worthless ( if that is possible). What a shame. Notice Dr. Hill's reference to existing AND CONTINGENT law suits. That means at the time of the letter, Dr. Hill new that more law suits were likely coming. Put a fork in this. They have no assets. And if they ever were to turn a dime, lawyers would be all over them like ugly on a baboon's ass, like ants on a fish head, like a West Texas dust storm, like....well, you get the picture. Anything this scam could produce will be immediately set upon in lawsuits.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officer
On July 5, 2006, Dr. Neal Hill, resigned as Chief Executive Officer and Director of HydroFlo, Inc.,. Dr. Hill had held these positions since April 7th and May 20th, 2006, respectively.
Dr. Hill, a “turn-around” specialist, cited the following three reasons for his sudden and unexpected departure: 1) Breech of contract between HydroFlo, Inc. and Dr. Hill by HydroFlo Founder, Dennis Mast at the substitute annual shareholder’s meeting held June 29, 2006. 2) Mr. Mast’s attempts to coerce Dr. Hill into publishing favorable news to the public about HydroFlo’s activities, when, in fact, Dr. Hill’s due diligence continuously uncovered bad news, including a proposed reverse merge of one of its portfolio companies into a public shell owned by a foundation controlled by Mr. Mast, with the express purpose of artificially inflating the stock price of the new entity for the primary motive of raising additional capital. 3) Mr. Mast’s unwillingness to provide adequate funding for HydroFlo’s operations, a critical element in convincing Dr. Hill to accept the CEO position.
Additionally, Dr. Hill stated that raising debt and/or equity capital would be extremely difficult, if not impossible, because of liabilities associated with existing and contingent shareholder suits based on 2005 false representations by Mr. Mast and George Moore, two HydroFlo officers at the time, about company assets and related performance expectations; and, other threatened shareholder actions related to 2006 statements by Messrs. Mast and Moore regarding promised dividends that have never occurred; and, SEC sanctions against Mr. Mast and HydroFlo.
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Reference: Employment Termination Letter
Dear Dennis:
This letter serves as an official notification of my decision to step down as CEO of HydroFlo, Inc. Following are my primary reasons: 1) Your decision to breech my Employment Agreement at the substitute annual shareholder’s meeting June 29, 2006. At that meeting you used your majority stake in HydroFlo stock to control the election results and vote against the Board of Director’s proposals for restructuring the organization, directly usurping my directives as CEO, and in conflict with SEC sanctions against you. 2) Your continual attempts at getting “upbeat” information to the public, strictly to maintain share price, when, if fact, there was no good news. This includes the attempt to do a reverse merger into Shine Holdings, which would artificially increase the stock price, so that you could raise additional capital, in direct conflict with SEC sanctions. Additionally, I have discovered that four CFO’s submitted their resignations to HydroFlo within the previous year, which was never submitted to the SEC under Form 8K, as required by law. If I had been able to uncover this information before April, I likely would not have taken the HydroFlo CEO position; thereby, eliminating the irreparable personal harm suffered by my family. 3) Your unwillingness to provide adequate funding for HydroFlo’s operations, a critical element in convincing me to accept the CEO position.
Dennis, as you know, HydroFlo’s current ratio is upside down, and you did not fund payroll in June. This situation simply is untenable. This company is bankrupt, but without a reorganization plan. My opinion is that Chapter 11 is the only scenario whereby corporate survival is possible, so that the company might maintain its only assets: its technologies and licenses. As you know, raising capital is next to impossible as long as we have the real and contingent liabilities associated with the shareholder suits related to the false statements made by you and George in 2005 and this year, and the SEC sanctions against you and the company.
Dennis, you induced me into coming to HydroFlo by multiple misrepresentations and misleading and false statements, and I am unwilling to serve HydroFlo stakeholders any longer, if you expect me to be your “yes” man; or if I am expected to be accountable to one shareholder who continually exhibits a reckless disregard for the laws and regulations governing public companies.
In closing, I just reviewed my handwritten notes for our personal meetings over the past three months. I am dismayed at the numerous times you made commitments to me regarding substantive issues about your responsibilities to me and the company, which, now is apparent that you never intended to honor. Your falsehoods have come at an extreme cost to me and my family, and I am embarrassed that I was taken by your misrepresentations and lack of integrity. I can only assure you that I will seek whatever legal remedies I have in order to attempt to obtain some semblance of equity.
Neal Hill
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