|Insider & Form 144 Filings - HEYSEK, TOM & REGAN |
HEYSEK, TOM & REGAN: Declared Holdings
Company/Relationship Reported Shares Ownership
NUTRA PHARMA CORP
Private or Shareholder
(historical quotes, profile, SEC, other insiders) 2004-12-22 not reported
Insider & restricted shareholder transactions reported over the last two years
Date Shares Stock Transaction
22-Dec-04 120,000 NPHC.OB Planned Sale
(Estimated proceeds of $34,800)
Nutra Pharma Corp.
OTC- BULLETIN BOARD SYMBOL NPHC
485 Martin Lane
Beverly Hills, California 90210
The Ones Responsible
Officers and Directors and Significant Players
(with a little help from their friends)
Some Basic Facts - as of the June 30, 2003 10Q l Statement
Shares outstanding (common) - 45,634,500
Total Assets April 30, 2003 - $819,327 see report and complaint
Total Liabilities - $106,222
Revenues for 6 months ending 6/30/03- $0
Total Net Loss for 6 months ended 6/30/03 - $103,822
Accumulated Deficit - $379,377
Stock price when published $.80
Market capitalization $36,507,600
Date Filed: September 24, 2003
Filed with: SEC Enforcement Division
Known actions to date - None
our-street.com files complaint with SEC against NPHC.OB
BELOW IS A SUMMARY REPORT. TO READ THE ACTUAL COMPLAINT CLICK ON IT.
Nutra Pharma is a company of questionable intent and direction run by people with highly suspect agendas. It is also a company that has, in our opinion, crossed the regulatory line in several instances and we are filing a complaint with the SEC as a result.
Before we look at how it got to where it is today and see if we can figure out who got rich in the process, we need to meet the characters and understand the connections. It would be a lot easier if they printed a program, but we will try to put it all together for you here.
The designated attorney for this posse's activities is one Kenneth Eade from Santa Barbara, CA. Not only has he been disciplined by the California State Bar Association a few times, he also seems to have a problem paying his child support. Nice guy!
Ken has been involved in several deals I am sure you will recognize if you have been around suspect deals long. American Ammunition and ComputerXpress.com are two you might recognize. In addition to acting as the company's attorney, Ken likes to take shares in the company, and still feels comfortable rendering an opinion on the tradability of stock, perhaps even his own. Frankly we are not comfortable with this disclosed or otherwise.
Ken's family likes to participate with deals Ken is involved in as well. Or perhaps it would be more accurate to say that Ken likes to use his wife's family in his deals. It seems his mother-in-law, Nina Gotova and other members of the Gotova clan are frequently huge shareholders in these deals but there is little disclosure as to exactly what they did to get the shares. In this case, the roll of Kenneth and Nina will be played without credits by the Virgin Island Corporation, Modern Health Care Associates. Kenneth Eade owns or controls Modern Health Care Holdings so, in every respect, this is a related party transaction and should have been disclosed. Being an attorney, Ken knows better but being that our opinion is that he is a dishonest lawyer, I guess he just doesn't care. Ken is so deep in this deal, this alone makes this deal very very dirty. Not disclosing here is a VERY BAD THING!
Speaking of the Gotova family, if you want to meet Nutra Pharma's twin sister, please by all means visit the initial registration on American Ammunition. You will see almost the exact same structure but with a couple of different Gotova's holding the initial shares instead of our temp President like was used here. AAMI REGISTRATION DOCS
(By way of coincidence, AAMI used the same fax-spamming company that helped get Aqua Vie Beverage shares get suspended by the SEC and tossed off the Bulletin Board. Small world indeed isn't it?)
Alright, how many of you think that Kenneth's mother in law is really the brains behind this posse? ..... How many of you think she probably is a "straw man" for Ken? Good... that is our opinion too since he has a general power of attorney from the company!
Now, Ken has an assistant named Jeffery Volpe. Jeffery was in Nutra Pharma from the outset as the Secretary for which he picked up a block of stock. He was in essence something akin to the posse's placeholder until the original President and major shareholder could be moved out and replaced with one of Ken's posse, Robert Yarbray. Robert is a regular player with Ken and has participated in many a deal with him including ComputerXpress.com (now in its third or fourth resurrection) VNTB. Of course in this one Robert and Ken also teamed up with another great guy Allan Wolfson. Wait, did I say Allan Wolfson? Yep.. that's the one. (check both links.. they are different). Ken sure has some terrific friends. (did I hear someone say something about birds of a feather?)
Speaking of Jeffery, did we mention Jeffery has a sister Nancy Volpe? Well he does and Nancy is another member of the posse. She also provides the connection to the rest of the posse and to the east coast. As far as we can determine, Jeff and Nancy are the "Mongo's" of this group. Nancy appears to have replaced her brother as Secretary for Nutra Pharma and also worked with Ken and some of the Gotova's on another deal, E Synergies, ESYG along with another member of the posse, her boss, Marcy Engelbrecht.
Are you keeping up with this? I hope so because we really are getting to a good part.
Marcy Engelbrecht is an attorney and also is a HUGE shareholder in Nutra Pharma through Opus International, LLC. She picked up another 12.9 million shares, the same as Eade with his mother-in-law. But, of course, like with Ken Eade and Nina Govota, Marcy's husband Zirk Engelbrecht (Nutra Pharma's Chairman of the Board, President, CFO or what-have-you depending on which merger they are claiming to be doing at the time) has more than a little bit to say about how Opus treats these shares in our opinion. And once again, there is no disclosure regarding the relationship which once again is a VERY BAD THING!
Of course, with Zirk Enbelbrecht, you would naturally expect bad things. You see, Zirk has a bit more history than anyone else in this deal (since Allan Wolfson isn't a part of the Nutra Pharma deal). In the early Zirk has been called "one of South Africa's most notorious peddlers of dubious unlisted share schemes" Of course, it is hard to say where exactly that rates Zirk when it comes to the likes of some of the scam artists that frequent the Bulletin Boards but, still it is quite a distinction. ZIRK 1 ZIRK 2
It seems as if Zirk was running his con in South Africa in a big way before coming to America to work the Bulletin Boards.
Now we come to the final official member of the posse and that appears to be the most unlikely one of all, Dr. Michael Flax our "respected" dentist. Gasp, is it possible that a guy with a resume that looks so inviting could be a part of this group? Well, we do have one big block of stock left over belonging to First International Bank & Trust, a Dominican bank that had its license revoked by the government in May 2002, so let's see what ol' Doc Flax has been up to. If you read the Doc's resume you will see he is a director in something called Healthstar Corp. It did trade under the OTC BB symbol of PPOS. In June 2000, here are some of the board members and officers.
Edward M. Chism............. 60 Chairman of the Board, President and Chief Executive Officer
Isidor Buholzer, Jr......... 39 Director
Dr. Michael D. Flax......... 44 Director
Then in July 2001 a changing of the guard and look who took Mike's and Isador's place.
Edward M. Chism 61 Chairman of the Board
Zirk Engelbrecht 44 President, Chief Executive Officer
Another interesting fact to note is that Healthstar Corp. had an address of 2875 N.E. 191ST STREET, SUITE 601 AVENTURA, FLORIDA.
And of course, Marcy and Zirk's E synergie was a part of the deal that brought Zirk into Healthstar. It's interesting how they keep working together isn't it.
But some of these names seem quite familiar as does that address. Could it be that Ol' Doc Flax has opened up an even more interesting can of worms?
Indeed he has! It seems as if our good Doctor has been hanging out with some very bad men himself. Edward Chism is a man with trouble-a-plenty right now.
SEC Files Motion To Amend Complaint To Add Edward M. Chism, Sr. As Additional Defendant In Action Against American Financial Group Of Aventura, Inc. And David H. Siegel, In Connection With An $87 Million Securities Fraud Scheme
I say, bit of a sticky wicket if you ask me.
Now we could call this coincidental but let's not jump to that conclusion quite yet. Remember the address of Healthstar Corp? Let's check Florida Corporate records and see where American Financial Group of Aventura was headquartered shall we? Well what do you know, 2875 N.E. 191st St., Suite 601 again. A real den of thieves if you ask me.
Could it be that Michael was up to his crown moldings with these financial thugs? We say yes. You see, Michael is a principal in another private corporation with almost the same name as his public company. This one is called Healthstar of Aventura, Inc. and who do you suppose is also a principal of that corporation? Why it's our old friends Edward Chism, Isador Buholzer and a newcomer Luis Queral. And that same Aventura address again too. How convenient. Just so you can keep the players straight, Isador Buholzer also worked with American Financial Group and Edward Chism and David Siegal. Now I have a question for you. Why would a dentist like Flax start a private corporation with almost the exact name as a public company with many of the same people; one that was connected to offshore financial resources? Can anyone give us one rational business strategy to explain this activity that has ethical and legal intent? We cannot think of one and would appreciate it if someone could help in this regard by suggesting some rational and ethical explanation for this.
So now we know, this innocent looking dentist, Michael Flax is running pretty tightly with a pretty scary group of guys. Flax just has a different disguise on than say Eade who dresses up like a respectable attorney. Still it is our opinion that Flax has introduced another level of players to the Nutra Pharma table and we further believe that his stake in this game, perhaps along with his personal posse, is First International Bank & Trust's 12.9 Million shares. When you check the records you will see that as soon as the FIBT got its block of stock one of the first things it did was vest a cool 3,000,000 shares to the Doc without the proper disclosure once again.
Ok, there is the line up of players. Pretty scary don't you agree? Now let's look at the game they are playing.
We don't know exactly whose game plan this is but it is a pretty simple one. Step one, take over control of the company. That was accomplished before the company had even finished its registration process.
Step two, find something to acquire. In a rather unique twist, in this case they issued the fellow who brought the "company" (Nutra Pharma, a private corporation) to the table, 4.5 million shares and at the same time, issued about 39,000,000 shares to the people who were responsible for executing the business plan. We have seen a lot of shell mergers but this is the first one we saw where the deal guys got the 90%. Of course those shares were divided among Eade through Modern Health Care Associates and his mothe- in-law Nina Govota, the Engelbrecht's through Opus International and, we believe, Flax et al through First International Bank & Trust.
Step three, promote the stock and begin liquidation of insider shares.
Step four, announce another acquisition, (Bio Therapeutics) through a series of press releases. Claim the acquisition is completed, even though it isn't.
Step five, continue to promote and liquidate shares.
Step six, announce yet another agreement to acquire yet another company but only disclose in your SEC filings that the first acquisition was unwound and the second acquisition agreement was rescinded without completing the remaining contingencies.
Step seven, throughout the period take the 38,840,000 shares you split among the "three amigos" and either sell them or move then into undisclosed hands so you can liquidate without the market or the SEC noticing. Make sure not to file the required documents with the SEC disclosing your interest in the stock or the fact you were moving the shares out of sight.
Continue to pump and liquidate by only issuing press releases about the acquisitions and never mentioning the fact that both previous acquisitions either unwound or were rescinded. Of course, use buzzwords like "bioterrorism" and "immediate revenues from commercializing remediation technology" to encourage buying even though there is almost no basis for the use of these phrases.
PS: WE HAVE CHECKED AND CAN FIND NO LISTED BIOTERRORISM PATHOGEN LISTED BY THE CDC THAT IS ALSO ON INFECTECH'S LIST OF BACTERIA ITS TECHNOLOGY APPLIES TO. CHECK IT OUT!
IN OUR OPINION, UNLESS SOMEONE SHOWS US PROOF WE HAVE NOT BEEN ABLE TO FIND THIS WHOLE CLAIM OF BIOTERRORISM IS A SCAM!
This plan completely ignores one particular aspect of the Section 10b-5 of the Exchange Act. It goes like this
It shall be unlawful for any person, directly or indirectly, by the use of any means or instrumentality of interstate commerce, or of the mails or of any facility of any national securities exchange,
To employ any device, scheme, or artifice to defraud,
To make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, or
To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person,
in connection with the purchase or sale of any security.
Simply put we think this means if you are going to be promoting the fact that you are acquiring a company, you have to also include the fact you didn't close or unwound previously announced acquisitions. You announce you acquired one, you better tell everyone if it goes sour. REGARDLESS, TO SAY AN ACQUISITION CLOSED WHEN IT DIDN'T IS FRAUD!!!
So, on one hand we have a group of people who are professionals at this shell merger business and some who already have a notorious past and others who have been hanging around with some pretty nefarious characters under highly questionable circumstances all collaborating together without the proper disclosure and disclaimers and this posse is running a program that fails in the areas of disclosure and stinks every where else. What do they say? If it walks like a duck, looks like a duck and quacks like a duck............
Finally, we have one other concern which we would like answered. We assume that the combination of Eade, Engelbrecht and Flax are no dummies but it seems as if these non mergers got an awful lot of cash from them. This seems somehow out of character. What with all their offshore connections and what with the Doc Flax and Chism creating these private corporations with mirror names, we cannot help but ask, what really happened to all that cash?
We see, that in the latest financial statement, somehow, the Engelbrecht family are picking up 10,300,000 shares for money advanced but somehow the same figure seems to still be on the books as a "related party loan receivable" to the company. What is that about? And why are they getting the stock at about half the market value at the time? I doubt we have the ability to get to the bottom of this cash question. I suppose it would take someone with a lot more man power and subpoena power to ferret that one out. Hmmmm.
As always, we will gladly provide a space for any documented and verifiable comments by the company and will promptly and sincerely apologize for any errors in our facts. Our commitment is to bring forth the truth and the facts in the matter and we encourage Nutra Pharma to produce whatever documents they can to clear up our concerns and the concerns of what we assume are many Nutra Pharma's shareholders.
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