SurgLine International Inc (SGLN)

[21ZNA9]

Keith A. Mazer, of Denver, Colorado. (Note that there is another stock promoter named Keith Mazer from Mississippi who has NO connection to the person in question.)

In the SurgLine acquisition, Keith A. Mazer received about 9.7% of the outstanding shares as a consultant for "facilitating" the transaction. In our original report, we outlined Mazer's involvement in the stock promotion of CleanTech Biofuels, Inc. Through publicly available and publicly disseminated information, we have found more information on this promotion along with Mazer's then and current activities, and how they tie into other promotions being run by him and Mr. Fong.

Mr. Mazer was born in 1953, and was issued his social security number around 1967 to 1968 in the state of Illinois. He attended Colorado State University and although some business networking sites report that he has a BS in Marketing, it appears that he never received a degree from that or any institution. The photo below was obtained from a Russian matchmaking website where Mazer is active and lists his age as 49.

Civil and criminal matters

Mazer appears to have lived in Boulder and Denver Colorado for the past decades, although he does not currently have a Colorado driver license. Criminal court records indicate a theft conviction in 1986 (case number 1986M000777) and a DUI charge in 1990 (case no. 1990T011472) which was converted to a reckless driving conviction. Mazer has a history of litigations both against him (car rental company, professionals trying to collect bills, two foreclosures, and investor), and by him as plaintiff (defendants: flooring contractor, automobile dealer and others). Mazer and his business World Capital Funding, LLC were sued by Joseph Sloves in 2002. Mr. Sloves sued for $100,000 based on a written guarantee of an investment sold by World Capital Funding on behalf of a public company. World Capital Funding and/or Mazer had agreed in writing to repurchase Sloves' investment if it fell in value. When it did fall in value, Mazer refused to pay, and so Sloves sued. Prior to trial, Mazer's insurance company paid Sloves in full.

Mazer sued two individuals in Missouri state court in 2009 on promissory notes, one note for $15,000 and the other note for $25,000. Mazer's counsel withdrew for non-payment of fees and later sued him for recovery of the fees. The Missouri cases were dismissed for lack of prosecution. On one or both of the notes, it appears that the cash, allegedly provided by Mazer actually was wired from Gillette International, Mazer's offshore corporation, and this is the reason Mazer did not prosecute the lawsuits: he would not have had "standing" to sue since he denies owning Gillette.

A federal tax lien of $706,437 was filed against Mr. Mazer on July 11, 2001 and a lien for an additional $66,305 was filed on October 29, 2003. In addition, a tax lien for $102,314.66 was entered in favor of the State of Colorado on August 24, 2001. In the backdrop of these tax liens, it is notable to review an August 13, 2003 fax from the Turks and Caicos Banking Company to Keith M. (the last name was difficult to read) informing him that the bank account for Gillette International is now open and asking for his passport, since he signs on this account. (This fax is taken from a court filing.) Since Mazer denies that he has any interest in Gillette, he would have no grounds for objecting to our stating the fact that Gillette wired $750,000 to World Capital Funding on April 29, 2005 and that Mazer's $706,437 tax lien was released on May 23, 2005; nor would he object that Gillette wired $200,000 to World Capital Funding on January 14, 2005 and the $66,305 tax lien was released on January 28, 2005. We have no information as to whether the Colorado state tax lien has been satisfied.

A Nevada corporation, Anahuac Management, sued Mr. Mazer in January 2009 alleging that Mazer brokered the sale of $200,000 in CleanTech debentures to Anahuac. When Anahuac converted the debentures into 1.5 million shares of CleanTech, Mazer converted these shares and claimed they belonged to him. The case is pending in Nevada Federal Court as case number 2:09-CV-01590-RLH-PAL. Anahuac claims a loss of about $1.8 million. Mazer's convoluted defense and counterclaim is that Anahuac was not the real owner of the shares. Instead, Mazer alleges, Anahuac's lawyer, Jehu Hand, owed Mazer millions of dollars, and Anahuac was invented by Hand as a way to repay Mazer. The repayment plan, according to Mazer, was that Mazer would provide the funds to buy Anahuac's debenture and then Anahuac would pay Mazer all of the proceeds from the sale of its shares, in order to repay Hand's debt. Apart from the fact that Mazer is essentially alleging a "stock parking" scheme as his defense, it makes no economic sense to loan money to a debtor so that he can then buy stock and repay the debt with the profits. Furthermore, Mazer has not offered any proof of any funds owed by Hand nor that he paid for Anahuac's debentures. In another conversion lawsuit which is no longer pending (Duluth Venture Capital v. CleanTech , et al., SACV09-121-CJC(RNBx)), Mazer alleged in his defense that he secretly owned Duluths' 1,500,000 shares of CleanTech.

Gillette International Offshore Corporation

Our first report touched on Mazer's use of offshore accounts to sell shares in his stock promotions, and the use of the account of another offshore company, Gillette International, as the clearinghouse for such funds.

The Gillette bank account records provide proof of other transactions in which Mazer was involved with in respect to public companies. The CleanTech registration statement described in our first report registered shares held by offshore companies which include Brite Star Associates, Inc., Fountain Consulting, Inc., Trinity Enterprises, LLC, Padstow Estates, Inc., and St. Ives Consulting, Inc.(aka St. Ives Investments). Transfer agent records show that originally Fountain Consulting was issued 2,850,000 shares on May 24, 2007 upon conversion of a promissory note and subsequently divided these shares with St. Ives Investments on August 23, 2007 in order to reduce their ownership under the 5% SEC reporting threshold. Fountain Consulting was incorporated in Panama on November 1, 2006 by a Panamanian law firm Gray & Co., with officers Meyvis Sanchez, Crystal Stephenson, and Juan Montes. According to the law firm website at http://www.lawyers-abogados.net/en/index.html , Meyvis Sanchez is a lawyer at that firm, and it appears that the other officers listed above are employees of that firm. St. Ives Investments was incorporated by Gray & Co. on July 17, 2007 with officers Hector Montes, Marisela Simmons and Meyvis Sanchez. Padstow Estates was incorporated the same day, with the same officers as St. Ives. According to the registration statement, an additional 1,966,667 shares were held by Trinity Enterprises, which appear to be owned by Mazer (see below). It is apparent that these four entities, holding in the aggregate of 6,783,334 shares, or 13.61% of the outstanding shares, are all controlled by the same person (Mazer) and are a subterfuge to avoid the reporting requirements of the Securities Exchange Act Section 13d. If the shares of Anahuac and Duluth, which Mazer has alleged that he owns, were added, it would give him 9,856,667 shares, or about 20% of the outstanding shares, and most of the public float.

As we stated in our first report, the CleanTech example is key to understanding the manner in which Mazer likely has arranged control of the public float in SurgLine.

The documents we have obtained show links between Mazer and the offshore companies, with Gillette International as the central clearinghouse for funds.

Brite Star: See emails where Roseanne, Mazer's assistant, is asking for help on a Brite Star share deposit.
Fountain Consulting: This list, obtained from the CleanTech transfer agent, contains the addresses of various shareholders to which shares were being issued on a note conversion; it shows that Mohammed Shaygan was the broker for Fountain Consulting, Inc. at Verdmont. Verdmont is a Panamanian stock broker whose website is www.verdmont.com.pa . An August 27, 2007 email from Mazer's assistant, Roseanne Baack to Crystal Stephenson ( Vice President and Secretary of Fountain Consulting) instructs Stephenson further to instruct Mr. Shaygan to wire $250,000 from Fountain Consulting's account at Verdmont to the Gillette International account. The Gillette bank statement reflects receipt totaling $1,049,860 from Verdant, including the $250,000 from Verdmont on August 29, 2007. Other wires from Verdmont were received on November 26, 2007 for almost $200,000 and January 15, 2008 for the same amount. Fountain Consulting's Verdmont account wired $200,000 to purchase control of the public shell company for the CleanTech reverse merger in April 2007, on behalf of a corporation named Five Sigma, which was the party CleanTech paid to provide the shell company.
Padstow Estates: See signed documents forwarded by Mazer's office for Padstow. Mazer's fax header with the number [phone] is visible at the top of each page.
Trinity: Gillette wired $250,000 in April 2007 to fund Trinity Investments' purchase of CleanTech Debentures

Gillette wired $109,900 to Five Sigma in 2008. The bank statements contain handwritten notations "shell" and "cleantech shell."

A number of other, apparently offshore companies, funneled money to Gillette: BWM Ltd, Nhummeria Ltd., Onyx Svcs Ltd, Desjardin and Valores Puesto de Bolsa. We believe that Mazer sells the stock which he receives in stock in stock promotions through these and similar companies. During the relevant periods, nearly $3 million in cash was held in Gillette's bank account. Overall, the Gillette bank statements for the years 2004-2009 reflect payments of $3.5 million to World Capital Funding (such as the payments on the tax liens mentioned above) and $115,687 to Mazer, as well as over $1 million for other amounts which appear to be for Mazer's personal expenses.



Updating SurgLine Press Release

Perhaps in response to earlier reports questioning the accuracy of SurgLine's press releases forecasting over $10 million in revenue for 2012 (contrasted with actual sales through September 30, 2011 of $75,000), SurgLine released on February 21, 2012 that "opportunities may take longer than expected" and that "each announcement previously released still merits continued revenue opportunities for the Company through the end of calendar year 2012 and beyond." This press release did not provide any revised forecast for 2012 nor did it provide any revised sale numbers. Since the January 31, 2012 quarter has come to an end, SurgLine management is obviously preparing the market for the news that its actual sales come far shorter than projected.

See Supporting Mazer Documentation:

List of SGLN/Mazer Stock Issuance for NOTE
Padstow Estates NOTE
Joseph Sloves v. Keith Mazer and World Capital Funding, Inc. (O2CV6777)
Gillette International Ltd 250k Turks & Caicos Wire
Britestar/Rosanne Baack Instruction
Britestar/Rosanne Baack Instruction(2)
Gillette T&C Mazer Instruction


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