Icoa Inc (ICOA)

[plmcc]

H'mm . . .

Well, I have to say that after reading the judgment handed down by the court as referenced in the supplied link:

http://www.rid.uscourts.gov/menu/judges/opinions/martin/10032007_1-07CV0069S_MJM_ICOA_v_QUAINTANCE_MO.PDF

as well as reviewing the Form(s) SB-2/A as referenced in the supplied link:

http://www.docstoc.com/docs/46605382/Private-Placement-Memorandum

I have to say that I'm a bit confused with the conclusions made toward the end of the post.

Here's why.

= The Court Judgment

The Judgment refers to a "MEMORANDUM AND ORDER GRANTING MOTION TO VACATE DEFAULTS". This means that default judgments against ICOA, George S. and Erwin Vahlsing Jr for failure to complete agreements made during a settlement conference where "vacated" or lifted so that ICOA, George and Erwin would not be held to the default judgments.

Now, the original case involved a plaintiff, Mr. Kevin Quaintance, who sued ICOA for the sum of $516,064.35 stipulating "breach of contract, fraud/misrepresentation in relation to certain promissory notes and fraud and misrepresentation in connection with a stock repurchase" but this information is only listed in the footnotes of this judgment and does not list the counterclaims of ICOA, George S. and Erwin V. against Mr. Quaintance. So, all this particular judgment says is that ICOA, George S. and Erwin V. won their case concerning this particular judgment.

Now, does the fact that a single individual was successful in winning a judgment against ICOA cause me to be concerned about what went on and why?

You Bet!

But does this single document now convince me that ICOA is a scam and does this single document convince me to a 90% certainty?

No!

However, IMO, more study of this issue is warranted before a firm conclusion can and should be drawn.

- - -

Having said that, I decided to do a little more investigating on my own this weekend and here is what I turned up:

It turns out that Mr. Quaintance was an employ of ICOA at the time the problem developed. Mr. Quaintance previously was one of the creators of Auth Direct Inc which was bought out by ICOA. As part of his compensation, he received promissory notes and ICOA stock and also became a key employee for ICOA. When ICOA failed to keep making payments on the promissory notes, Mr. Quaintance, using his high level access within the company, began redirecting funds coming in from various ICOA income streams as a way to become self-compensated for his perceived loss of income due to the payments being stopped. Mr. Quaintance also attempted to transfer the following four domain names from ICOA's Domain Name Registrar to one of his own: www.airportnetworksolutions.com, www.airportwins.com, www.authdirect.com and www.authdirect.net .

These acts caused ICOA to file suit against Mr. Quaintance. Mr. Quaintance then filed a counter suit and the "war" was on.

[For those who would like to read the court filings that detail this information, they can be downloaded at 0.08 cents per page at www.pacer.gov or you can PM me and I can email you the "pertinent" documents that I downloaded myself, provided I'm not deluged with requests. ]

Interestingly enough, the end result of the "war" was that Mr. Quaintance's suit for $516,064.35, which included substantial legal penalty requests, was reduced back down to approximately what was remaining on the promissory notes, which was a grand total of $96,000.00 dollars. He was also fired from ICOA.

= The Form SB-2/A Private Placement

Since I was having a little difficulty in reading the document listed within the Docstoc window, I decided to go looking for the full SB-2 document, which I was lucky enough to find at:

http://google.brand.edgar-online.com/EFX_dll/EDGARpro.dll?FetchFilingHTML1?ID=4201985&SessionID=ADoWHCg1k6TEkA7

And, after reading the entire document, I came to the conclusion that public corporations will, from time to time, issue stock as compensation for companies purchased, services rendered, etc. I also came to the conclusion that when public companies do this, that it tends to dilute the existing O/S structure. Furthermore, when public companies run out of existing shares, they will write a change to their bylaws that will increase their A/S so that the O/S can be diluted even more.

But, since engineering and not corporate finance is actually my strong suit, I will let the more "corporate finance" astute members verify my conclusions regarding the SB-2 document.

AND NOW, having said all of the above . . .

Do I now believe that their is substantial reason to suspect, much less believe, that the people running ICOA at the present moment are Scam Artists of the Highest Caliber?

Nope!

But, do I believe that their is substantial reason to keep an eye on these people?

Yup!

I mean, like, DUH, we ARE talking about a sub-sub penny stock, right?

plmcc