Runn
My theory:
Turek and the management of MWAV decided to obtain all the assets of MWAV and leave a new shell in place for the retail shareholders of MWAV.
The new shell would look good because it would have $ 455,000+ cash assets and no liabilities as Turek was to assume the liabilities when taking all the assets for the $ 455,000. (Didn't quite work out that way as the "shell" ended up with well over $ 300,000 in liabilities that weren't supposed to be there.)
They needed a special person to lead the new shell.
Hopefully he/she would possess the following qualities.
1. Had prior CEO experience
2. Was available
3. Was a great salesman
4. Had worked with Mercator before
5. Was a team player willing to "play the game"
6. Had so much bad baggage that he would make Turek and the boys look like saints and their actions quickly forgotten.
7. Had not spent time in jail (but was not averse to working with those who had)
8. Knew how to PR his companies "next great story"
9. Experienced at putting together insider "fully diluted" stock deals.
10. Had a history of taking care of himself and his friends.
When they put all the info in the computer only one man was qualified . Anthony J. Cataldo.
So in September just as Turek was putting together the "buyout" of MWAV Tony was brought on as a director.
In November he took over as Chairman replacing Turek. and on Dec 30-31, 2008. Turek and company left, and Tony and his cronies Panahi, Pruitt etc. took over the new shell.
Well obviously they needed a direction for the new shell.
Now we get into my theory. I believe that when Tony knew that he would be taking over a small shell company he started making plans.
I believe that he and his friend David Dadon set down and planned out the entire scenario even before Tony took over. Lets face it, son Barry Dadon registered domain name of www.greenstenergy.com on 1-6-2009 well before before the "new direction" was even announced.
I believe Tony knew that getting capital in any market would be difficult but particulary now and particularly with HIS past history. I do think that Pruitt probably made a pass at GE Capital as dragon man said in his posts, but I doubt anyone at GE Capital felt good about loaning money to a company run by Tony.
So Tony had a shell with $ 455,000 cash and $ 300,000+ in liabilities .
First set up the nickel options and the 10% fully diluted deal for Tony with another 9% for his friends. Notice that this was done effective 12-31-2008. (First things first)
Next he needed a story to tell. Well his pal David Dadon apparently had thousands of windy acres in California in his Nacelle Corporation. Man wouldn't a wind farm deal for the new shell make some sense.
Problem is that with only $ 455,000 in bank the deal to buy the land would be a challenge. No problem for Tony. He would buy the a 160 acre package with a million shares of stock valued at $ 250,000. This would look good on paper.
The real "coup de grace" was the packaging of the 4800 acres
for $ 260,000 cash and a $ 16,000,000 5% interest convertible note for just the "option" to buy. Got to admit. This was a real piece of work.
1. It puts $260,000 cash in Dadon's pocket **
2. GSTY now owes David Dadon $ 16,000,000 plus $ 800,000 a year interest just for the option.
3. Because of the way the contract was structured with Dadon getting convertible debt just for option Tony now receives 10% of the 29,000,000 shares that are convertible under the option with his "fully diluted" deal . That is 2,900,000 free shares for Tony payable by 4-10-2009. His cronies get 9% or 2,600,000 free shares payable by 4-10-2009.
Tony and his cronies by virtue of outstanding stock % they own and David Dadon by virtue of debt structure now control GSTY.
The retail stockholder owns stock in a shell that owns 160 acres of land as assets and that has $ 300,000 in liabilities from the 12-31-2008 start plus $ 16,000,000 in 5% debt owed to David Dadon just for the "option" on other land even if the company never purchases the land.
After paying Tony, Jeff, and Gerry for 3 months and CEOcast at $ 10,000 a month for three months how much cash do you think they have left. My guess is virtually none.
Minimal cash, huge debt and only asset is 160 acres of land that will probably fall back to largest debtor which would be Hmm David Dadon.
** $ 260,000 cash to David Dadon = 57% of the $ 456,000 cash MWAV started out with on 12-31-2008.
Is it any coincidence that David Dadon and Tony Cataldo are releasing 13 movies at Cannes in May from their old days in hopes of making some money that will not in any way benefit GSTY?
Is it any coincidence that 13 x $ 20,000 = $ 260,000?
Coincidence that Bruce Nelson left?
Coincidence that Barry Dadon registered new name 10 days before the company announced it?
Coincidence that the "fully diluted" shares gives Tony and his cronies virtual control?
Coincidence that the website falsely stated that Tony Cataldo and Magic Johnson were "Opening the New York Stock Exchange"
Coincidence that the website is now down.
Coincidence that CEOcast has been silent for 2 months as "mouthpiece" for GSTY.
Coincidence that Tony left his last CEO job by filing an 10K NT and fleeing the scene.
I personally think That Tony and David came up with the plan to lock up GSTY both in terms of stock and debt and give them enough money to release 13 of their joint films at Cannes this year.
Either that or this is one of the most "coincidence riddled" situations ever seen.
But thats just my personal opinion. Do your own Due Dilgence and draw your own conclusions.
