Drone Services USA Inc. (DSUS)

[PG]

To accuse PVE & Lanham of fraud is a pretty bold accusation:

Both the VDSC annual report and the attorney opinion letter are blatantly fraudulent!!! (VDSC Sticky/Post # 80159)

The simple definition of Fraud being:

Fraud a false representation of a matter of fact—whether by words or by conduct, by false or misleading allegations, or by concealment of what should have been. Fraud (frôd) n 1 a deception deliberately practiced in order to secure unfair or unlawful gain 2 a piece of trickery; a trick 3 a one that defrauds; a cheat.

Given that Randall Lanham is a licensed attorney, noted as being in good standing with the California bar as there are no public listings of any type of disciplinary or administrative actions, to accuse of fraudulent behavior is, again, pretty bold.

California Bar Randall Lanham:
Lanham Ca Bar Assn

Little snippet from his P/F report card:

Randall Lanham is a California-licensed attorney with experience in securities law and corporate finances. Mr. Lanham has experience in both domestic and international corporate legal matters, with demonstrated effectiveness in corporate reorganizations and business operations. Mr. Lanham's business experience coupled with solid legal background in corporate and civil law positions him perfectly for his work at the helm of EVG, where his goals are to control costs, establishing customer and vendor relations, and increase internal productivity directly generating improved bottom-line profitability. Education and Associations : J.D. Whittier College School of Law; B.S. Criminal Justice/Political Sci., U. of Delaware;. State Bar of California - 1993.

Further, unless the information contained within an SEC investigation is exempt from the FOIA (there are nine exemptions and rarely do most pennyland cases qualify), the information with respect to SEC investigations is obtainable by the public for it is public information. A comprehensive search can be time consuming but can be very revealing, of course. Given that Mr. Lanham is no stranger to SEC & DOJ scrutiny for corporate related matters, including SEC requests for clarification, there is nothing present within the public domain, that have been located thus far, that implicate Lanham as being considered guilty of fraudulent activities. He is a lawyer and by virtue of this has probably represented some pretty unsavory people. But evidence of, he being fraudulent, no. And considering that his record with the California bar shows him as being clean, it is safe to assume he is not presently under any type of investigation for fraudulent misconduct. So, should be safe to deduce that he is not going to risk such for the sake of little ole PVE.

We have already established that PV is not always with it with respect to documentation and administrative responsibilities, but a FRAUD? Not hardly. And since Lanham is experienced in securities law, am pretty confident he understands the implications of filing fraudulent information and is therefore confident in the documentation that bears his signature. Risk disbarment, FBI or DOJ investigation, and a MAJOR suit to assist in defrauding shareholders for little ole PVE? Don't think so.



PV has reiterated that although prior financing did not materialize as anticipated (it happens in business) there IS financing in place. And let us not forget about the 144A.

A friendly reminder about the 144A (from yesterdays post):

VDSC--In July 2013, the SEC effectuated changes that govern the 144A making it easier for businesses, both public & private, to garner investments by QIB's (qualified institutional buyers):

Quote:
Amendments to Rule 144A
Securities can be offered to people or entities other than QIBs, including by means of general solicitation, as long as the securities are sold only to people or entities that the seller and anyone acting on its behalf reasonably believe is a QIB. This change is not expected to have as significant an effect on private capital raising as the changes to Regulation D because Rule 144A addresses resales, not primary offerings, and the pool of QIBs is much smaller and easier to identify than the pool of accredited investors. How we see it The Commission is giving issuers the flexibility to adopt different approaches to meet the verification requirement and adapt to changes in market practices. However, since the issuer has the burden of demonstrating that an offering is exempt from registration, companies will need to closely evaluate and retain adequate records of the reasonable steps taken to verify accredited investor status.

Disqualification of bad actors
The rule disqualifying bad actors from participating in offerings under Rule 506 of Regulation D applies to issuers (including predecessor and affiliated entities) and their directors, executive officers and 20% beneficial owners and to investment managers, underwriters and other promoters, including their directors and executive officers.


Quote:
Reasonable steps to verify accredited investor status
In the final rule, the SEC did not mandate specific steps for entities to meet the verification requirement. The SEC expects issuers to apply a principles-based method based on the facts and circumstances of each transaction to determine what steps are reasonable.

However, the rule lists the following methods that, if used, would satisfy the verification requirement for individual investors:
• Reviewing copies of any Internal Revenue Service forms that report income, such as a Form W-2 or Form 1040, along with a written representation that the individual reasonably expects to earn a similar amount in the current year
• Reviewing documentation supporting the amount of assets and liabilities to validate net worth, including a consumer credit report along with a written representation that all liabilities have been disclosed
• Receiving a written confirmation from certain third parties verifying accredited investor status
• Obtaining a certification from a purchaser who invested in an issuer’s exempt offering prior to the effective date of the new rule that he or she remains an accredited investor for purposes of a new exempt offering.
The reasonable steps standard applies only to issuers that solicit investors under the new rule. An issuer can still use the Rule 506(b) exemption to sell an unlimited amount of restricted securities privately to an unlimited number of accredited investors without meeting the reasonable steps standard if it does not engage in general solicitation or general advertising.


Given when the 144A was initiated, I am assuming the new rule is applicable (I can't say for certainty since I haven't confirmed all applicable dates). That said, given all that has transpired coupled with the beautiful volume of yesterday, springing seemingly out of nowhere, it appears, to me at least, that PV has proven himself and his dream to at least one high roller investor who is jumping in and in a big way. Again, he just can't approach an entity that qualifies and insist "I am good for it". He had to have proved himself to these folk large enough to be considered a QIB.

There is so much more going on at PVE than meets the eye, imho.

VDSC