Expo Holdings Inc. (EXPH)

[Santa Barbara Broker]

Nothing unusual there Jerry. The REASON for the RM deal is what needs to be explored...not the process. The process was handled by pros who I can assure you without even looking, very likely dotted every "I" and crossed every "T". No the REASON for the RM was that even in a business climate more conducive to construction equipment and flooring (display) sales than any other in recent history, a small company like D&D Displays under the guidance of Brown and Harrs managed (and I use that term loosely) to lose $347K in a single year (2005). Brown & Harrs were probably both facing personal bankrupcty when they ran across the guys/gals who suggested they go the route of RM into a publicly traded shell and dump their baggage on some unsuspecting shareholders. I am certain Brown and Harrs would say that is what happened but they never intended to take advantage of anyone and did what they did with the intent of rewarding those who invested in them to begin with down the road. (A promise they apparently kept only through discounted share sales not a successfully run business, LOL). My question being, why then did they take a $400K "shareholder advance" rather than just pay themselves an ample salary, pay down their personal debt on their own, from their own funds, slowly over time? Why? Simple, because they could....using a ridiculously huge interest rate and personal loan mechanism which worked out to approximately 25% interest. Expenses they could now dump onto the backs of common shareholders using their newly acquired share printing press. Then the following year (2007) they sold off all the real property assets of the company at a discount in the first quarter, pocketed most of the cash, and allowed the buyer (who I personally believe is/was a silent partner) to charge the company a (comp) monster premium per square foot annual rental for the premises. Which was paid for, of course, by the shareholders. You know the story from there. PIPE funders, phony PRs, P&Ds, lies, lies and more lies about revenues and their sources, Messianic trips into NASCAR truck racing fantasies, massive dilution following stock impropriety derailed spin offs. On and on....

No, not much reason to concentrate on the physical formation of Expo Holdings, Inc. Jerry. Just not that much there to be found. Look at the REASONING behind it however and it's potential gold . All the above IMHO.