Finjan Holdings Inc (FNJN)

[Det_Robert_Thorne]

Likely that COIN gave Terrasphere to the Gildeas

Some of you may recall, or saw in my last post, that I suspected that a couple of things were happening behind the scenes at COIN, and I didn't want to talk about them publicly before they actually concluded, so that the talk wouldn't effect the outcome, sort of like the Heisenberg Uncertainty Principal.

In a nutshell, I was wrong about one, but likely right about the other.

The first was that if the high-interest loan from William Gildea to COIN was repaid, it might indicate an upcoming bankruptcy, while the second was that the purchase (for $5) of TerraSphere by RI Vertical Farming Partners was actually a transfer of TerraSphere back to the Gildeas and their associates.

I was wrong about the loan, because I didn't properly account for the fact that the 10% annual interest loan was lumped under the TerraSphere operation and when the company "sold" TerraSphere, the loan was part of the liabilities transferred to RI Vertical Farming.

I won't waste space for a quote, but the description can be found on page 32 of the 10-K:
http://www.sec.gov/Archives/edgar/data/1366340/000138713113000775/cvog_10k-123112.htm

BTW, in 2010, 2011, and 2012, William Gildea was paid a total of $17,479 in interest on that $72,351 note. I'm "surprised" the company never thought to pay it off when they got all that money from the convertible notes in 2012.

Enough about that, and on to the main event.

On Dec 13, 2012, COIN announced that they had sold TerraSphere to RI Vertical Farm Partners, LLC, for $5 and the assumption of all assets and liabilities. At the time, I thought that it was a pretty ridiculous deal for COIN shareholders.

In early February, I checked the Rhode Island Division of Business Services, and found that RI Vertical Farm Partners Limited was registered at 1565 Douglas Ave in North Providence, RI, in the name of a registered agent, Patrick Murphy.

That address struck me as familiar, so I did some additional research and made an interesting discovery. That's when I posted on Feb 5, 2012 that I had some new information but didn't want to discuss it yet, because I didn't want to effect the outcome, that the next filing with the RI Sec of State might indicate the real owners.

Didn't have to wait long, because on March 5, 2013, RI Vertical Farm Partners Limited officially changed it's name to RI Vertical Farming Partners, LLC, and the form was signed by one of the members of the company, David Darlington. That name was familiar, too.

What do you know, a COIN PR itself says that Ol' Dave was the CEO of PharmaSphere (TerraSphere's medicinal biotanicals division):

Additionally, PharmaSphere's highly efficient growth systems provide accelerated growing cycles, while using best green practices to produce pesticide, and chemical-free crops, grown in facilities capable of factory scale farming," said David Darlington, CEO of PharmaSphere Systems, LLC.

http://ir.convertedorganics.com/releasedetail.cfm?ReleaseID=495868

And guess where else Dave's name shows up? As a partner of The Gildea-Darlington Group, LLC, which has it's mailing address at 1565 Douglas Ave, North Providence, RI. (See I said that address was familiar).

Darlington's partner was the late William Gildea, Sr, the father of Ed and the younger William, who holds the $72K TerraSphere note.

What do you want to bet that the unnamed partners of RI Vertical Farm Partners, LLC, are Ed and William?

As usual, COIN shareholders get screwed, while it's likely that the Gildeas will come out of this with a profit.