Expo Holdings Inc. (EXPH)

[Santa Barbara Broker]

Here is an update on Expo Holdings that deals in reality and one you may find infinitely more useful.

Expo Holdings, Inc. for current common shareholders is on a "death watch". It is not a matter of if the company dissolves, re-mergers or files bankruptcy, only when. There is absolutely no way out for Harrs and Brown...none. Let me provide the mostly validated circumstantial evidence of this.

There can be no question that the company's conventional lending credit is damaged well beyond any hope of repair within a 5-7 year period. Time which Expo Holdings does NOT have in order to source capital. Be that as it may, the officers themselves might finance the company if they so chose, but alas at this point even if they chose to do so, their credit is probably in worse shape than the company's on a relative scale. They have defaulted on loans personally and currently owe money to relatives they are not repaying as promised. It is obvious that either the SEC or IRS or both have stopped Expo from upping their A/S and selling additional shares. Whether by legally issuing a cease and desist or simply by the fact that any cash raised would immediately be seized. Of course this does not even take into account the company has zero credibility left and there would be little if any hope of running a P&D credible enough to lift shares much above .0001. This would make it uncertain that even if they could clear the way to selling more shares that any PIPEs would want to risk buying them. They can't steal 941 withholdings from the IRS any longer and it would seem apparent their factoring accounts have long been seized. So, all effective avenues of operating capital sourcing have been completely shut down. They couldn't fill any orders if they had any.

When a management team is found or alleged to be involved in criminal activities like misappropriating 941 withholding assessments from employee's paychecks and using them for their own interests, it is only a short matter of time before their clients like Lowes get wind and move on. No one wants to be associated with alleged tax felons and people who default on bank and supplier loans. No business like Lowes wants to chance their shipments of product being seized by court order from a supplier of the raw product and be forced to pay them first before delivery. Expo Holdings will never be able to recover from this stigma on their (lack of) character and will be perceived as untrustworthy going forward. Expect all pending orders to have long ago been cancelled and a total lack of any new orders forthcoming from any significant clientele.

While the US Government is usually loath to jail anyone who owes them taxes simply because that jailed entity now can no longer earn the money to pay them what they owe, they may make an exception in the case of Brown and Harrs. Once all their personal property and company equipment has been liquidated, the US Treasury may seek to see them do some time for what was a blatant act of fiduciary transgression against not only the company's own employees but their common shareholders as well. These cretins have collectively cost people millions and I would fix the odds at this point at a hair better than 50/50 that Brown and possibly Harrs will both do some time. There is little doubt they will both face heavy fines and penalties and be banned from ever running a publicly held corporation again.

So, in summation: Expo Holdings, Inc. is for all practical purposes broke and has no known method of raising capital to operate. Brown and Harrs are also likely broke and have no known (legal) method of raising capital for the company unless they were to tap relatives or friends. A highly unlikely scenario at this point that they'd be successful since word spreads fast in a small town. Expo's former clients have likely heard of their alleged criminal activities and numerous lawsuits and will likely seek to take their business to more reliable and reputable manufacturers. Brown and Harrs could both be facing jail time and personal bankruptcy as well and despite what certain entities have misrepresented, only a certifiably INSANE person would agree to take over this broke, tainted and irreparable disaster of a company while Brown and Harrs are still associated with it.

There is one ray of hope however dismally slim. That Brown, being the incredibly conniving con man he is, will convince the IRS to let him, with their approval, appoint a new CEO and have that new CEO re-staff the company management...with Brown and Harrs completely divorced from the situation and their shares (if they haven't sold them already) frozen as a seized asset. The logic behind this would be centered solely on allowing the IRS (and possibly the State of NC) to recover their tax withholdings, penalties and fines. In the immeasurably slim chance they could get that far, there would be little chance a) Brown would stay out of it and not immediately start skimming most of the cash coming in from any orders into his own pockets and b) that former clients would want to gamble on Expo Holdings under any circumstances knowing Brown's M/O. I give that scenario a 25% chance of being announced, a 5% chance of being implemented and a 0% chance of being successful even if all the former odds against it are somehow overcome.

Conclusion: As first stated. Expo Holdings, Inc will file for dissolution or BK protection with a re-merger into a new shell a far, far, far distant third option. It is not a matter of if, just when. The company and it's EXPH shares, IMHO, are largely worthless to current common shareholders and I see no scenario which has a chance of pulling the company and it's shareholders out of this. All the above IMHO.