Ultimate Franchise Systems, Inc. (ULFS): Post Unavailable Additional Informati...

StopShellPirates · 2010-05-03T23:45:09.9670000Z

Hey look what I found...I LOVE GOOGLE!!!!!!!!!!!!!!!!! In connection with our review of matters pertaining to Mina Mar we have learned of information which we want to provide to you regarding several companies who have engaged in reverse mergers arranged by Mina Mar. This matter is of interest to you because of the material non-disclosures in the Issuer Information and Disclosure Statement filed by Hiru Corporation(the "Company") and apparently by its attorney, Bradley E Essman, Esquire of St Petersburg Florida.for the year ended September 30, 2009. In providing you with the information contained herein we are relying upon the Pink OTC Guidelines for Providing Adequate Current Information and with Pink OTC Guidelines for providing attorney letters. First, please note that Hiru Corporation was formerly Phoenix Restaurant Group, Inc., DenAmerica Corp, American Family Restaurants, Inc., Denwest Restaurant Corp., DenAmerica Corp., and American Family Restaurants, Inc. The Corporation was dissolved and inactive from July 25, 2005 until March 11, 2008. In March of 2008, the Company was restructured so that it became authorized it to issue 5,000,000 shares of Series A Preferred stock convertible into common shares at the rate of 200 common shares for each preferred share held. A few Months later the Company changed its name to Hiru Corporation. On November 25, 2008 the number of authorized common shares of stock was changed from 40,000,000 to 888,000,000, representing an increase of more than twenty times its authorized capital. Shortly thereafter, the inactive shell company acquired JIang Xi Rongyu Pharmacutical Group, Inc. [See ITEM 5, Page 9 of the Issuer Information and Disclosure Statement filed on or about September 30, 2009 attached hereto (the “2009 Disclosure Statement”)]. A disclosure statement was also filed for September 2008 which contains conflicting disclosure (the “2008 Disclosure Statement”) Page 10 of the 2009 Disclosure Statement falsely provides, “The Issuer was not a shell company”. This false statement is critical because if the Company had ever been a shell company, its shareholders could not rely upon Rule 144 and all of its shares would be restricted securities. which would put it at risk of its quotation on the Pink Sheets. Additionally, shares issued in the reorganization would be restricted. A review of the 2008 Disclosure Statement [attached as Exhibit B ] filed a year before reveals a different lawyer and conflicting disclosure in a few critical areas including its status a shell company. The Company disclosed itself as a shell company in 2008 but apparently later learned that it would prohibit the use of Rule 144 by its shareholders; thus, it obtained new counsel and modified the foregoing disclosure in the September 2009 disclosure statement. The 2008 Disclosure Statement provided, “We are a shell company, therefore the exemption offered pursuant to Rule 144 is not available. Anyone who purchased securities directly or indirectly from us or any of our affiliates in a transaction or chain of transactions not involving a public offering cannot sell such securities in an open market transaction.” Even more troubling is the 2008 disclosure statement reflected 5,887,564.00 shares as in the float but the 2009, reflects more than 95,000,000 outstanding, more than ten times the amount. How could this be correct when Rule 144 was not available for any resales. Clearly, adequate public information is not available. Query how the float could increase by almost twenty times when Rule 144 is not available and there is no 1033 Act registration statement effective?? This disclosure reflects scienter. The 2008 Disclosure statement also provides, “Hiru Corporation is a holding company currently in the process of merging with 1 or 2 operating entities from Asia. The company's board has appointed interim management in the merger process” and lists Keith Roberts as the officer and director, a common individual seen in many Mina Mar and shareholder Advocates Companies and possible Miro Zecevic nominee. It should also be noted that the company fails to properly disclose the change of control transactions involving Mina Mar. A review of chart on Item 4, page 8, reflects the number of shares outstanding almost tripled, clear representing a change of control. According to the 2009 Disclosure Statement In 2008, 300,000,000 shares were outstanding as of September 2008 but the 2008 Disclosure statement reveals 13,925,000 outstanding. The 2009 Disclosure Statement also provides that in 2009, 888,000,000 shares were outstanding. If you recall the authorized capital was increased to 888,000,000 at the time the Company was reinstated, clearly in preparation for the name change and reverse merger. The 2008 discloses information omitted from the 2009 Disclosure Statement. The 2008 Disclosure Statement provides: “On February 12, 2008, the Issuer entered into a contract with Troon Capital Partners LLC for consulting services to perform forensic accounting work, and reinstate the corporation within the State of Georgia and bring accounts with the Issuers Transfer Agent current. A total of 100,000 preferred series A shares were issued in respect of consideration valued at $10,000. The stock is not free trading, not registered and has no market value.” Despite the foregoing disclosure, the control persons of Troon are not disclosed in the 2008 or 2009 Disclosure Statement. These preferred shares upon conversion represent 20,000,000 common shares and control based upon the information provided in the 2008 Disclosure Statement. It wouldn't be that much of a stretch to learn that Miro Zecevic also controls Troon. It should be noted that the Company fails to disclose the background of the principal of Mina Mar, its promoter Miro Zecevic. Zecevic and/or his company Cash Now -USA was enjoined as follows: · Washington, Department of Financial Institutions Securities Division, · Wisconsin Department of Financial Institutions for selling unregistered offers and sales of franchises, · Illinois Attorney General and Securities department banned them from selling securities in Illinois, and · California sell of franchises-stop order was issued. Both Disclosure Statements also list attorneys but neither provides an opinion as required by pink sheets. A review of press releases on the Pink Sheets website and Google reveals aggressive investor relations activity; however, no legal opinion is provided including both the required Attorney Letters with respect to adequate current information and Attorney Letter with Respect to Current Information for Promoted Securities. Pink Sheets policy provides, “As a matter of policy, Pink OTC Markets will not publish quotations for any security on www.otcmarkets.com when it has come to the attention of Pink OTC Markets that such security has been the subject of promotional activities, unless Pink OTC Markets has received a legal opinion, in form and substance acceptable to Pink OTC Markets, to the effect that adequate current information is available concerning the security and its issuer.” As such, the Company has not complied with the Pink Sheets requirements for listing and should be suspended.