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Thursday, 02/16/2012 1:10:25 PM

Thursday, February 16, 2012 1:10:25 PM

Post# of 1782
Case study 2, THRA, Therma-Med, Inc.

This here is an interesting case on it’s own, when you have a bad Transfer Agent and you know it and are glad they are a bad TA because they are not doing their job. This here has a good year of information leading up to the inevitable DTCC actions, notice plural will get to that in a minute. So here THRA was using Global Sentry as their Transfer Agent, a TA with a known past for violations. In fact these violations were favorable for companies using them as they did not keep accurate records and in fact some cases no records at all.





Direct link to Notice:
http://www.dtcc.com/downloads/legal/imp_notices/2011/dtc/ope/0177-11.pdf

So here is the Notice informing Participants that the SEC has taken an action against Global Sentry and these Securities requested a “Chill” to be placed on them until they could find a new Transfer Agent. The Chill serves as protection in this case from the compromised TA from doing any further damage from that point on. A cert holder for example could request the “restricted” legend to be removed without company consent and an opinion letter from the legal counsel.

Take notice who did not request a “Chill” on their behalf, THRA, because they had known what kind of business they had been doing all along since most of it was in their favor. In the end 11 companies will go down with Global Sentry due to their illegal activities. Some of these that requested the chill to transfer to a new TA were never picked up by another TA, their records could not be provided or were so compromised that no other TA would risk it.

So Global Sentry refused to answer SEC enquiries, refused to allow the SEC to perform an audit on their records and were charges with a total of 7 violations which they continued to ignore. This resulted in the final disposition of being Revoked on September 8th, 2011.

http://www.sec.gov/litigation/admin/2011/34-65302.pdf

You would think that maybe the shareholders were aware of this and maybe even the company may say something about it right… Nothing, and I do mean absolutely nothing was being said, and for good reason. The new CEO took it upon herself to raise the AS to 4 billion shares from 2 billion shares so that she could do one last huge issuance spree. The OS at that time was at 596,000,000 shares, 500 million was restricted and the Float was around 96 million. Right off the bat she issued herself 2.3 billion for “compensation” and then issued another 1,630,330,000 for debt conversion . Anybody seeing the problem here?

When you look at the numbers you will see that she over issued 500,000,000+ shares in the process before catching on to it. So what is a CEO to do.. Well of course issue a PR that she is going to retire 500,000,000 shares by the end of the next quarter. The PR was issued on the 7th of December on a flurry of volume, but at that point nobody had a clue there was no TA to even retire the shares in the first place. Not to mention there was no Legal Counsel on retainer to write the opinion letter necessary to do so.


http://ih.advfn.com/p.php?pid=nmona&article=50338274



This was all documented on their Q3 filing which were horrible by the way, the CEO cooked these big time, used the previous years quarterly and failed to realize that she left the previous CUSIP on the filings for 2011 Q2 and Q3. The company did an RS at the beginning of the new year, their third in 3 years . The Balance sheets were ridiculous, incorrect entries, missing entries and of course doctored entries trying to cover up the over issuance. Here is a post that shows the poorly constructed Q3:


http://investorshub.advfn.com/boards/read_msg.aspx?message_id=71674749


The actual Filings that were filed on the OTC:


http://www.otcmarkets.com/otciq/ajax/showFinancialReportById.pdf?id=65464



Well of course she was dumping shares into PR’s plenty of action in early December, but that came to an end real quick. Enter the DTCC and their first Notice, they slap a “Chill” on THRA, exiting the CUSIP from CNS and designating it Trade for Trade on the 8th of December 2011.



Actual notice:
http://www.dtcc.com/downloads/legal/imp_notices/2011/nscc/A7336.pdf

Well the trading activity increased and it was apparent someone was dumping even more shares through other deposits, So the very next day they earned a Global Lock:



Actual Notice:
http://www.dtcc.com/downloads/legal/imp_notices/2011/dtc/ope/1856-11.pdf


This froze all deposits and pretty much killed trading at this point, there was a spike in volume at the beginning January 2012 that was retail to retail as those that could trade did so. In this case the firms applying policies against this security have been pretty severe, the usual suspects are Penson and TDAmeritrde in any “chill”. But in this case with the Global Lock, Scottrade and even E-Trade pulled the plug. It is down to a few online brokerages trading it. The volume is not even worth mentioning at this point.

So here is an example of a bad company with a bad TA that eventually earns a Global Lock because of the compromised share structure on many levels. The amazing thing is how well documented it is, including the CEO telling on herself in several entries in the Q3, including a debt conversion issuance on 9/20/2011, that was 12 days after the TA had been revoked. Never mind the over issuance and of course what appears to be embezzlement.
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