Small Business Development Group Inc (SBDG)

[MoneyWorksForMe]

just the course that he's been on i mean CQ..

The company's CEO, Roy Salisbury, currently faces criminal charges connected with other business dealings.

Florida Move Part of TS&B Shell Game
by Jack Whitsett on Monday, Jan. 28, 2002 12:00 am

No wonder they call them shell corporations.
The intricate combination of ever-changing, fast-moving corporate entities surrounding TS&B Holdings of Lonoke resembles nothing so much as a game in which the object is to choose the shell that covers the real company, if you can remember which one you were trying to find in the first place.

Unlike a street corner shell game, though, this one's fully licensed and relentlessly legal, though the occasional regulatory agency or grand jury may object.

Now that TS&B's stock is on the rise, it is acquiring companies and following an audacious business model featuring shell corporations and reverse mergers.

But it's not really in Arkansas any more.

Since it's likely most Arkansans have never heard of TS&B Holdings, a little background is in order.

The company was known until last year as Ammonia Hold Inc. Led by president Michael Parnell, the tiny firm, which makes odor control products for farm, domestic and municipal use, went public in 1997. Traded as a bulletin board stock, its share price fell from $5.75 in January 1997 to 13 cents last year.

Parnell and Ammonia Hold ran afoul of securities regulations in 1997; Parnell eventually signed a consent agreement with the Securities and Exchange Commission and paid a $25,000 fine.

While all this was happening, Parnell also was becoming a dot-com entrepreneur, putting up $2,000 to co-found another publicly traded company that occupied space in his hometown, Lonoke. PetQuarters is an Internet pet supply retailer, and though Parnell never actually held a position at the company — PetQuarters' 1999 initial registration statement said Parnell "may be considered a promoter of the Company" — he remains a major stockholder, with 5.3 percent of the company's stock. PetQuarters shares have followed that of Ammonia Hold to penny stock status.

Less determined individuals than the former Paine Webber investment banker and University of Arkansas graduate might have thrown in the towel by October 2001, with neither stock trading above 20 cents a share.

Parnell, however, found an entrepreneurial option in the person of Roy Y. Salisbury, a business turnaround specialist, and merged with Salisbury's company.

Salisbury, of the Orlando suburb of Winter Springs, Fla., holds a variety of positions in a bewildering array of corporations. Winter Springs is, as of last week, the official home of TS&B.

Salisbury now counts CEO of TS&B among them, following the Oct. 26 merger of Ammonia Hold and another Salisbury entity, TransAtlantic Surety & Bond Co. Ltd. On that date, Ammonia Hold became TS&B Holdings Inc. Parnell remained as president, while Salisbury became CEO. Two other Salisbury associates took the titles of TS&B's CFO and general counsel.

"A couple of things that we've brought to the table is some expertise and some people to develop the Ammonia Hold business along with Michael, who has done an outstanding job over the years," Salisbury said. "Our involvement is to take it to the next level."

The business, which runs with six employees, and its founder remain in Lonoke.

"We still continue to manufacture and distribute the same products ... out of the Lonoke facility," Parnell said.

Salisbury was honorably discharged from the U.S. Marine Corps, his biography states, and promptly failed at a New Hampshire logging business in the late 1970s. His experience with the company's Chapter 7 bankruptcy gave him an appreciation for the opportunities inherent in a Chapter 11 reorganization.

Since 1982, according to the biography, Salisbury has developed and honed a talent for reviving failing businesses or dissolving them in an orderly manner. Salisbury's plan is to enhance the balance sheet of a company such as Ammonia Hold with the assets of a larger entity and to augment the management with Salisbury and his team, with the aim of spinning off or selling the newly stabilized, more valuable company within three to five years.

In Ammonia Hold's case, the company's stock has responded positively, closing at 56 cents a share Jan. 23, quadruple its pre-merger level.

It's not an untried idea, and Salisbury has a track record including both successes and failures. But there's a potential downside: Salisbury has had legal troubles in the past and faces a bigger challenge this year — a multi-count, federal criminal indictment for investment fraud related to his business operations, although not specifically Ammonia Hold.

For a small, struggling company, the basic business plan advanced by Salisbury could make sense, said Jeff Collins, director of the Center of Business and Economics Research at the University of Arkansas at Fayetteville.

"If someone might have more managerial ability [than existing management] they [can] come in and layer their management experience over the existing management," Collins said last week.

The success of the venture would then depend on not only the specific moves made while the Salisbury team was in place but whether the lesson sticks.

"Have they learned something from [Salisbury]?" would be the key question at the end of the partnership, Collins said.

Parnell's plans appear to go beyond just revitalizing Ammonia Hold. As president of TS&B Holdings, he's engaged in scouting other merger targets.

TS&B already has signed deals with a Georgia boat maker and an Oregon truck retailer.

"The idea is to grow the company as a multi-disciplined holding company," Salisbury said last week in a phone interview from Orlando. "The holding company's goal is to make other acquisitions in other industries."

Despite the global reach of his business dealings, Parnell is sticking with the small town east of Little Rock.

"I grew up here in Lonoke," Parnell said. "My relationship with the town goes back to when I was riding my bicycle and tricycle.

"In working with a small community, it seems to be a lot easier ... when you move into a small community that will bend over backwards to help you out any way that they can. If we needed to gear up and bring 40 people in here next week, I have no doubt we could do it."


Something More To Pay: TS&B's Legal Issues
By Jack Whitsett


Executives at TS&B Holdings Inc., the Florida umbrella corporation running the former Ammonia Hold Inc. operation in Lonoke, have left their mark in the federal legal system.

The company's CEO, Roy Salisbury, currently faces criminal charges connected with other business dealings.

Last year, a Chicago grand jury returned a six-count indictment in U.S. District Court for Northern Illinois, charging Salisbury with defrauding investors in a Bahamian corporation, Amsterdam Management Corp.

Salisbury was released on his own recognizance Oct. 23 by federal Magistrate P. Michael Mahoney.

The indictment charges that Salisbury, through Strategic Alliance Holding Corp., which he controlled, attempted "to fraudulently obtain at least $150,000 from investors by falsely representing and promising that their money would be invested in safe, collateralized investments."

The alleged transactions took place in and around Roscoe, Ill., in 1996 and 1997.

In order to induce investors, the indictment charged, Salisbury provided fake corporate income tax returns. Salisbury allegedly had false information faxed from Florida to Roscoe, thus committing wire fraud as well.

If convicted, Salisbury faces forfeiture of $138,000 in cash and property the government claims is connected to the scheme.

Also in 1997, Ammonia Hold president Michael Parnell, currently president of TS&B, signed a consent agreement with the Securities and Exchange Commission and paid a $25,000 fine. Parnell and Ammonia Hold were charged along with 15 other individuals and corporations in U.S. District Court for the Middle District of Florida with securities fraud. Neither Parnell nor the company admitted any wrongdoing.

http://www.arkansasbusiness.com/article/59619/florida-move-part-of-tsb-shell-game