AI
Monday, November 08, 2010 12:00:20 AM
I'm still trying to piece together some of the pre-offering events
Some quotes from Owen's October 24th post affidavit emergency conference call:
At the start the company received a $150,000.00 investment from a non-profit organization out in California.
Original board was Charles Hooker and Terry Seals. Tremendous guys that helped with this company. Also Teresa Hill played an important role. She helped secure the $150,000.00. We didn't have a problem securing oil contracts.
From there Petro America was successful in receiving oil contracts from companies like Alia Trading who is in Dubai. That contract was an oil contract for Bonnie Lite Crude Oil. That contract was around 4-5 million barrels a month. At the time that was a tremendous opportunity because oil had reached $140 a share.
Excited about the opportunities we were doing in 2007. Tried to get funding from various banking institutions like Wells Fargo and other banking institutions to cover our contracts.
So we decided to go public through rule 15c-211. I had developed a relationship with Spartan Securities where I talked to Carl Dilley (Owner of Island Stock Transfer). I had been courting Carl Dilley since 2006 about one day taking a company public.
Before we got our first investors we had secured $68 million in media credits from American Marketing Complex (AMC) out of New York. We had sold 34 million shares of stock in exchange for the media credit which gave us the book value of $2/share.
What we did was we told a couple of people that we wanted to go public and Spartan Securities who is a market maker told us that we needed any where from 35-50 shareholders. So I reached out to Teresa Hill and Charles Hooker and said if we can get 35 shareholders and maybe a few more we can rake in enough capital to secure some of our contracts and go on to do some greater things.
Just want to analyze each of these paragraphs a little bit to see if Owen actually told us anything between the lines
At the start the company received a $150,000.00 investment from a non-profit organization out in California.
I'm still unsure what the name of the non-profit organization is, but I believe it is a key piece to the puzzle in trying to understand who may have had a major influence on some of the company's early moves.
My best guess so far is GREEN OUTREACH LIVING - George Verhulst
Original board was Charles Hooker and Terry Seals. Tremendous guys that helped with this company. Also Teresa Hill played an important role. She helped secure the $150,000.00. We didn't have a problem securing oil contracts.
No new information here regarding the board members. Teresa Hill's role in securing the $150,000 may suggest that she had some kind of connection with the person or organization. The timing of the $150,000 is unclear at this point too.
Just an update on Teresa Hill's current company, T & C Commercial Cleaning:
They have started a new website - http://www.tccommercialcleaning.net
And they now rent a virtual office out of Kansas from Cohen-Esrey Executive Suites & Virtual Offices
6800 W. 64th St.
Suite 101
Overland Park, KS 66202
913-671-3333
tccommercialcleaning@gmail.com
From there Petro America was successful in receiving oil contracts from companies like Alia Trading who is in Dubai. That contract was an oil contract for Bonnie Lite Crude Oil. That contract was around 4-5 million barrels a month. At the time that was a tremendous opportunity because oil had reached $140 a share.
He says companies (plural) as if to imply more than one contract with more than one oil company.
The $140 a share for oil statement narrows down the time frame to between June 2008 and August 2008. Oil didn't hit $140 a barrel for the first time ever until June 27, 2008.
The company website had this post: "Petro America receives irrevocable corporate purchase order for 2 million barrels of crude oil from a firm in Dubai (published May 15, 2008 by Petro America Corp)" That was before oil hit $140/barrel but we'll use it to expand our time frame to May 2008.
Obviously based on other statements from Owen the contract was never finalized because banks wouldn't lend the company any money.
Excited about the opportunities we were doing in 2007. Tried to get funding from various banking institutions like Wells Fargo and other banking institutions to cover our contracts.
I don't think the 2007 reference can be right. He never talks about anything happening before May of 2008 ever.
According to the affidavit Hawkins opened the initial Petro account at U.S. Bank on 3/18/08 with a $100 deposit. He only made two more deposits from 3/19/08 to 6/20/08, at which time Hawkins overdrew the account. The account was continuously overdrawn by Hawkins from 6/20/08 to 8/5/08 and was closed by U.S. Bank on 8/5/08 for apparent overdraft activity. Hawkins paid off the balance owed and reopened the account with the $55,000.00 deposit on 9/30/08 consisting of Petro stock.
This tells me that nothing was even in the works before 3/18/08. So the $150,000 probably happened after 3/18/08. I'm a little curious where the $150,000.00 went. We already know no oil contracts were ever finalized. If it showed up in the bank account I'm sure it would have been mentioned in the affidavit.
So we decided to go public through rule 15c-211. I had developed a relationship with Spartan Securities where I talked to Carl Dilley (Owner of Island Stock Transfer). I had been courting Carl Dilley since 2006 about one day taking a company public.
What we did was we told a couple of people that we wanted to go public and Spartan Securities who is a market maker told us that we needed any where from 35-50 shareholders. So I reached out to Teresa Hill and Charles Hooker and said if we can get 35 shareholders and maybe a few more we can rake in enough capital to secure some of our contracts and go on to do some greater things.
Two separate paragraphs he mentions his relationship with Carl Dilley and Spartan Securities. Once from 2006 prior to the company going public and once from 2008 prior to any securities being sold.
It's a little odd that Spartan Securities would tell Owen he needed 35-50 shareholders, but not tell him about doing a Reg D with the SEC. And not explain to him any of the other steps or regulations involved in offering securities to the public. Either way it definitely shows that Carl Dilley was a influence (maybe major) early on.
The part about using the capital to secure oil contracts is odd since no oil contracts were ever actually finalized any where near this date. Things that did happen shortly after this time were early negotiations with ASWD and the contract with Performance Packaging Group.
ASWD coming into the picture just a week after the company bank account was re-opened is what leads me to believe that ASWD and it's 'insiders' may have played a role in deciding that Petro America Corp start selling securities to the public. I do not think that 2 weeks (the period of time between when PAC starting selling securities 9/22/08 and when PAC announced that it had entered into a memorandum of understanding with a public shell 10/7/08) is enough time to make the decision to go public through a reverse merger, randomly pick a company out of the thousands available, and already come to an understanding on the terms of the agreement. In my opinion the ASWD thing had already started brewing before the first securities were sold on 9/22/08 making Raymond J. McNamee and Chris Lotito of ASWD (and maybe Michael Spadaccini) involved prior to PAC selling any shares to the public.
Before we got our first investors we had secured $68 million in media credits from American Marketing Complex (AMC) out of New York. We had sold 34 million shares of stock in exchange for the media credit which gave us the book value of $2/share.
The idea of using media credits had to come from some where. It was a well thought out idea too. Somebody went through a lot of effort to come up with all the names used on the contract agreement between Petro America Corp and American Marketing Complex.
Auditor:
Joe Verga
KPMG International
345 Park Ave
New York, NY 10154
212-954-5159
Accounting Firm:
Ernst&Young
Randy Buseman
One Kansas City Place
1200 Main Street Suite 2500
Kansas City, Mo 64105
816-474-5200
Law Firm:
Skadden, ARPS, State Meager&Flom, LLP
Four Times Square
New York, NY 10036
212-735-2526
Transfer Agent:
Harry Shulman
American Stock Transfer
59 Maiden Lane Plaza Level
New York, NY 10038
718-921-8341/732-241-7087Cell
The affidavit says that John Schiavo was the independent sales associate that gave this information to AMC and also mentioned to them about PAC having major Arab oil contracts. Independent sales associate makes it sound like he did not work for AMC, but did pass them along some business from time to time. You would think that anybody acting in this capacity would verify the information is correct first before passing it on to AMC. Makes you wonder if John Schiavo was involved some how in the PAC scam. There is a John Schiavo that is the CEO of a company called Otis Spunkmeyer, Inc. I can't say for sure if this is the same John Schiavo or not, but I found it noteworthy that his company Otis Spunkmeyer, Inc. employs 2 out of 4 of those services:
1) Law Firm: Skadden, ARPS, State Meager&Flom, LLP
2) Transfer Agent: American Stock Transfer
From the last filing on record with the SEC for Otis Spunkmeyer:
Like I said probably just a coincidence because Schiavo is a pretty common name and those are both very big companies.
Some quotes from Owen's October 24th post affidavit emergency conference call:
At the start the company received a $150,000.00 investment from a non-profit organization out in California.
Original board was Charles Hooker and Terry Seals. Tremendous guys that helped with this company. Also Teresa Hill played an important role. She helped secure the $150,000.00. We didn't have a problem securing oil contracts.
From there Petro America was successful in receiving oil contracts from companies like Alia Trading who is in Dubai. That contract was an oil contract for Bonnie Lite Crude Oil. That contract was around 4-5 million barrels a month. At the time that was a tremendous opportunity because oil had reached $140 a share.
Excited about the opportunities we were doing in 2007. Tried to get funding from various banking institutions like Wells Fargo and other banking institutions to cover our contracts.
So we decided to go public through rule 15c-211. I had developed a relationship with Spartan Securities where I talked to Carl Dilley (Owner of Island Stock Transfer). I had been courting Carl Dilley since 2006 about one day taking a company public.
Before we got our first investors we had secured $68 million in media credits from American Marketing Complex (AMC) out of New York. We had sold 34 million shares of stock in exchange for the media credit which gave us the book value of $2/share.
What we did was we told a couple of people that we wanted to go public and Spartan Securities who is a market maker told us that we needed any where from 35-50 shareholders. So I reached out to Teresa Hill and Charles Hooker and said if we can get 35 shareholders and maybe a few more we can rake in enough capital to secure some of our contracts and go on to do some greater things.
Just want to analyze each of these paragraphs a little bit to see if Owen actually told us anything between the lines
At the start the company received a $150,000.00 investment from a non-profit organization out in California.
I'm still unsure what the name of the non-profit organization is, but I believe it is a key piece to the puzzle in trying to understand who may have had a major influence on some of the company's early moves.
My best guess so far is GREEN OUTREACH LIVING - George Verhulst
Original board was Charles Hooker and Terry Seals. Tremendous guys that helped with this company. Also Teresa Hill played an important role. She helped secure the $150,000.00. We didn't have a problem securing oil contracts.
No new information here regarding the board members. Teresa Hill's role in securing the $150,000 may suggest that she had some kind of connection with the person or organization. The timing of the $150,000 is unclear at this point too.
Just an update on Teresa Hill's current company, T & C Commercial Cleaning:
They have started a new website - http://www.tccommercialcleaning.net
And they now rent a virtual office out of Kansas from Cohen-Esrey Executive Suites & Virtual Offices
6800 W. 64th St.
Suite 101
Overland Park, KS 66202
913-671-3333
tccommercialcleaning@gmail.com
From there Petro America was successful in receiving oil contracts from companies like Alia Trading who is in Dubai. That contract was an oil contract for Bonnie Lite Crude Oil. That contract was around 4-5 million barrels a month. At the time that was a tremendous opportunity because oil had reached $140 a share.
He says companies (plural) as if to imply more than one contract with more than one oil company.
The $140 a share for oil statement narrows down the time frame to between June 2008 and August 2008. Oil didn't hit $140 a barrel for the first time ever until June 27, 2008.
The company website had this post: "Petro America receives irrevocable corporate purchase order for 2 million barrels of crude oil from a firm in Dubai (published May 15, 2008 by Petro America Corp)" That was before oil hit $140/barrel but we'll use it to expand our time frame to May 2008.
Obviously based on other statements from Owen the contract was never finalized because banks wouldn't lend the company any money.
Excited about the opportunities we were doing in 2007. Tried to get funding from various banking institutions like Wells Fargo and other banking institutions to cover our contracts.
I don't think the 2007 reference can be right. He never talks about anything happening before May of 2008 ever.
According to the affidavit Hawkins opened the initial Petro account at U.S. Bank on 3/18/08 with a $100 deposit. He only made two more deposits from 3/19/08 to 6/20/08, at which time Hawkins overdrew the account. The account was continuously overdrawn by Hawkins from 6/20/08 to 8/5/08 and was closed by U.S. Bank on 8/5/08 for apparent overdraft activity. Hawkins paid off the balance owed and reopened the account with the $55,000.00 deposit on 9/30/08 consisting of Petro stock.
This tells me that nothing was even in the works before 3/18/08. So the $150,000 probably happened after 3/18/08. I'm a little curious where the $150,000.00 went. We already know no oil contracts were ever finalized. If it showed up in the bank account I'm sure it would have been mentioned in the affidavit.
So we decided to go public through rule 15c-211. I had developed a relationship with Spartan Securities where I talked to Carl Dilley (Owner of Island Stock Transfer). I had been courting Carl Dilley since 2006 about one day taking a company public.
What we did was we told a couple of people that we wanted to go public and Spartan Securities who is a market maker told us that we needed any where from 35-50 shareholders. So I reached out to Teresa Hill and Charles Hooker and said if we can get 35 shareholders and maybe a few more we can rake in enough capital to secure some of our contracts and go on to do some greater things.
Two separate paragraphs he mentions his relationship with Carl Dilley and Spartan Securities. Once from 2006 prior to the company going public and once from 2008 prior to any securities being sold.
It's a little odd that Spartan Securities would tell Owen he needed 35-50 shareholders, but not tell him about doing a Reg D with the SEC. And not explain to him any of the other steps or regulations involved in offering securities to the public. Either way it definitely shows that Carl Dilley was a influence (maybe major) early on.
The part about using the capital to secure oil contracts is odd since no oil contracts were ever actually finalized any where near this date. Things that did happen shortly after this time were early negotiations with ASWD and the contract with Performance Packaging Group.
ASWD coming into the picture just a week after the company bank account was re-opened is what leads me to believe that ASWD and it's 'insiders' may have played a role in deciding that Petro America Corp start selling securities to the public. I do not think that 2 weeks (the period of time between when PAC starting selling securities 9/22/08 and when PAC announced that it had entered into a memorandum of understanding with a public shell 10/7/08) is enough time to make the decision to go public through a reverse merger, randomly pick a company out of the thousands available, and already come to an understanding on the terms of the agreement. In my opinion the ASWD thing had already started brewing before the first securities were sold on 9/22/08 making Raymond J. McNamee and Chris Lotito of ASWD (and maybe Michael Spadaccini) involved prior to PAC selling any shares to the public.
Before we got our first investors we had secured $68 million in media credits from American Marketing Complex (AMC) out of New York. We had sold 34 million shares of stock in exchange for the media credit which gave us the book value of $2/share.
The idea of using media credits had to come from some where. It was a well thought out idea too. Somebody went through a lot of effort to come up with all the names used on the contract agreement between Petro America Corp and American Marketing Complex.
Auditor:
Joe Verga
KPMG International
345 Park Ave
New York, NY 10154
212-954-5159
Accounting Firm:
Ernst&Young
Randy Buseman
One Kansas City Place
1200 Main Street Suite 2500
Kansas City, Mo 64105
816-474-5200
Law Firm:
Skadden, ARPS, State Meager&Flom, LLP
Four Times Square
New York, NY 10036
212-735-2526
Transfer Agent:
Harry Shulman
American Stock Transfer
59 Maiden Lane Plaza Level
New York, NY 10038
718-921-8341/732-241-7087Cell
The affidavit says that John Schiavo was the independent sales associate that gave this information to AMC and also mentioned to them about PAC having major Arab oil contracts. Independent sales associate makes it sound like he did not work for AMC, but did pass them along some business from time to time. You would think that anybody acting in this capacity would verify the information is correct first before passing it on to AMC. Makes you wonder if John Schiavo was involved some how in the PAC scam. There is a John Schiavo that is the CEO of a company called Otis Spunkmeyer, Inc. I can't say for sure if this is the same John Schiavo or not, but I found it noteworthy that his company Otis Spunkmeyer, Inc. employs 2 out of 4 of those services:
1) Law Firm: Skadden, ARPS, State Meager&Flom, LLP
2) Transfer Agent: American Stock Transfer
From the last filing on record with the SEC for Otis Spunkmeyer:
Like I said probably just a coincidence because Schiavo is a pretty common name and those are both very big companies.
Join the InvestorsHub Community
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
