They should deport Garrett Krause back to Canada;|
Sara Hallitex CEO Had 7-Year Trading Suspension In Canada
By ANTHONY PALAZZO, STAFF REPORTER
NEW YORK -- Many investors in venture-banking firm Sara Hallitex Corp. probably don't know its chairman and chief executive, Garrett K. Krause, recently came off a seven-year suspension from trading by the Alberta Securities Commission for selling unregistered shares in a limited partnership.
Krause isn't required to tell the public because Sara Hallitex (SHAL) doesn't file reports with the Securities and Exchange Commission. It is one of about 3,000 companies - half of those trading on an over-the-counter bulletin board - that aren't required to file with the commission.
SEC chairman Arthur Levitt has made it a priority to increase disclosure requirements for tiny "microcap" companies, and stricter rules will start next month. But the SEC still doesn't have any rules to prevent people who run afoul of foreign regulators from becoming involved in public companies.
In the U.S., the SEC and National Association of Securities Dealers have been moving to tighten reporting requirements for OTC companies. Under new NASD rules to be phased in starting in July, companies already trading on the over-the-counter bulletin board must file financial statements with the SEC. The current schedule calls for Sara Hallitex to start filing its reports next April.
Krause, who founded Sara Hallitex, said its SEC Form 10 - which provides audited financials and a company history - will be filed by July 4 and should include a recap of his problems in Alberta. Three affiliated public companies - USLab.Com Inc. (ULAB), Janus International Inc. (JNUS) and SolutionNet International Inc. (SLNN) - are working on their filings now, with the goal of completing them in 60 days.
Krause acknowledged the ban to Dow Jones after short sellers posted tidbits about the issue on the Silicon Investor Web site. Short sellers, who became interested in Sara Hallitex after they saw its stock being promoted on some financial Web sites, now make frequent negative postings on Silicon Investor and Raging Bull. The stock price has ranged from $1.688 to $20.125 in the past year.
Krause said the ban has also been mentioned in private placement memos to raise money for Sara Hallitex, a Marina del Ray, Calif.-based company that incubates small start-ups, takes them public and allows its investors to participate in the action.
In Canada in 1990, Krause sold 25,000 Canadian dollars ($16,9260) in limited partnership units to two investors in X-SEL Restaurant "C" LP. He wasn't registered with the Alberta commission and hadn't filed a preliminary prospectus for the limited partnership.
In Canada, a preliminary prospectus must be filed before soliciting interest in a security, said Toronto securities lawyer Philip Anisman. Before securities can be sold, regulators must accept a final prospectus and issue a "receipt," Anisman said. The process, from preliminary filing to final receipt, can take three weeks to several months.
Krause blamed the episode on a poor choice of business associates early in his career - he is now 32. At the time he accepted the investments, he said, he believed the required filings were complete but that a lawyer didn't file them until two days after the dates on the checks.
Charles Blakey, director of market standards for the Alberta Securities Commission, disputed Krause's version of the incident. "It wasn't a filing problem, he did an illegal distribution of securities," Blakey said. "My recollection of this is that we told him to quit, and he went and kept doing it anyway. That's what caused him to get the seven years."
Krause didn't appear at the April 1992 hearing, where he was ordered to cease trading for seven years and denied the use of certain statutory exemptions for the same period.
He had not returned the money at the time of the hearing - two years after receiving it, according to Blakey. In a recent interview, Krause said he wasn't sure if the money was ever returned to investors even after the partnership was liquidated in 1993.
The suspension ended April 16. Krause said he didn't fight the case because the facts were against him and he had left Canada.
- Anthony Palazzo: 714-739-5538
Copyright (c) 1999 Dow Jones & Company, Inc.
All Rights Reserved.
Truthseeker responds to GARRETT KRABman KRAUSE.
In Garrett Krause's document, "The Truthseeker Report" sarahallitex.com posted on the Sara Halitex web site (www.saraonline.com), Mr. Krause is unable to refute any of the information that has been uncovered about SHAL. Truthseeker has seen this report and has some additional questions, that any current or prospective investor, long or short, in SHAL, should be interested in learning the answer to.
"Long before founding Sara Hallitex Corporation, I had been a private investor, investment banker and consultant operating with many investments worldwide. Through my business dealings, I met a number of global investors interested in financing and building emerging growth companies with the eventual goal of taking these companies public."
A)With what firm were you an Investment Banker?
B)Did any of these "global investors" include Mr. Larry Ryckman?
"Question #1: If this was a stock scam whereby the insiders just wanted to unload stock why did it take until October 31, 1997 to open the stock on the market?"
The answer to Mr. Krause's "Question #1" sadly can be answered only by him. However, some possible answers include the lack of finding a market maker willing to sign off on a 15c211 form and actually make a market in the stock of SHAL.
"The Wilmington Group of Companies was, and continues to be, one of the primary investors in Sara Hallitex Corporation long before the Company was even created. I previously served as Managing Director for the Wilmington Group of Companies the primary catalyst and forefront to Sara Hallitex, providing most of the early financing and organizational support for the Company during its formative stages. Wilmington Capital currently operates as the resident agent and incorporator for a number of new Nevada companies."
Mr. Krause fails to mention in his letter the involvement of Mr. Larry Ryckman in Wilmington Rexford, one of the Wilmington Companies. However, in an old press release, from June 10, 1998, Mr. Krause states "Ryckman at one time was associated with Wilmington Rexford Inc., the company's investment-banking and public-relations company, as an advisor to assist Sara in certain investment-banking objectives."
C)What were those objectives?
D)What interest does Ryckman have in Wilmington Rexford?
E)What interest does Ryckman have in the other Wilmington Companies you refer list?
F)What was Ryckman's position at Rexford?
G)Were you ever an employee of Mr. Ryckman?
H)If Wilmington was the "primary catalyst" for SHAL, and Ryckman is involved in Wilmington, is it true to say there is "no connection" between SHAL and Ryckman.
I)Where is there any disclosure of Wilmington's holdings in SHAL stock?
J)Is Wilmington not a related party?
K)Is Wilmington a greater than 5% holder of SHAL stock?
L)Of SLNN stock?
M)Of ULAB stock?
N)Of JNUS stock?
O)Is Ryckman a holder of SHAL stock?
P)Of SLNN stock?
Q)Of ULAB stock?
R)Of JNUS stock?
"Mr. Holmes Stoner, Jr. is President of Wilmington Rexford, Inc., a U.S.-based investment company that has invested in Sara Hallitex Corporation companies since 1995. Up until the middle of 1996 I was President of these companies acting on behalf of my investments and my international investor group. I resigned all positions with these companies in August of 1996. Mr. Stoner took over all day-to-day operations to represent the best interest of the shareholders of these companies and investment partnerships."
"Today, Mr. Stoner is still active in the further investment of Sara Hallitex Corporation through the Wilmington Group of Companies. The Wilmington Group has supplied capital to fuel our expansion allowing us to be in the position we are in today. Mr. Stoner now assists the Investor Relations Department of Sara Hallitex Corporation."
"I resigned from Wilmington Capital, LLC back in late 1996. After talking to the company's attorney, I learned that the new management of Wilmington Capital, LLC had not filed the 1997 or 1998 new Board of Directors notice. Consequently, my name still appears as the company contact according to the State of Nevada. Again, my resignation became effective on the books and records of the corporation on August 1996."
S)Isn't the "new management of Wilmington" the very same Holmes Stoner Jr. that works for SHAL as an IR flack?
T)Is it really conceivable that you would not remind a person you must come into contact with as frequently as Mr. Stoner, to update the LEGAL records of Wilmington?
Remember Mr. Krause, the State of Nevada documents are the LEGAL records, your own books could easily be doctored and postdated.
"Back when shareholders were asking for more information on Sara Hallitex Corporation, I asked Mr. Stoner of Wilmington Group of Companies to prepare a report giving the shareholders some facts on the Company. After supplying Mr. Stoner with pertinent information, he then issued what is now the Famous FutureVest Stock Report from Financial Stock Marketing. This report was named FutureVest after a concept that had been worked on at the time with FutureVest America, LLC. Again, I am not the owner of FutureVest Stock Report of Financial Stock Marketing, Inc., but was the original incorporator of these companies through my original position with Wilmington Capital, LLC (Nevada Registered Agent.)"
U)Was it ever disclosed in this "Stock Report" that the issuer was, at the very least, a Related Party?
V)What is the relationship between "Financial Stock Marketing" and Future Vest America LLC, which shares an address with the other Wilmington Companies, and filed to sell a large block of SHAL stock in late summer 1998?
W)Was this stock payment for the report?
X)If it was payment was this disclosed?
Y)If it was not payment, how did Future Vest America LLC, a related party, obtain the stock?
"Why have you used existing shell companies to do your SaraIPO deals? And are you planning to continue this method in the future?"
"Sara Hallitex Corporation has been successful in this arena and will continue to transact some of its SaraIPO's using this technique."
Z) Mr. Krause, why do you continue to claim that these shell deals are IPO's?
They clearly are not IPO's. An IPO, by definition is the very first (Initial) offering of stock to the public. If a vehicle is already public, as is the case in a shell, then you are not performing IPOs, you are performing reverse mergers. Statements calling them IPOs are clearly misleading.
Mr. Krause, your comparison of the SHAL shell reverse mergers to Goldman Sachs is a non-sequiter at best, and misleading at worst. SHAL and its SHELL progeny trade on the relatively unregulated OTCBB, an exchange with no reporting or asset qualification standards. Goldman Sachs (GS), on the other hand, trades on the NYSE, the most stringent of all the exchanges.
AA)How successful have the SHAL shell reverse merger's really been?
BB)Do any of them trade above their "first day" under the new ticker symbol and post-reverse-split prices?
CC)Concerning the shells, why have you not mentioned that you controlled at least one of the shells that you have reversed-merged one of your SHAL progeny into, specifically, Ice Age (OTCBB ICAG, now called Janus JNUS), which the State of Nevada records clearly show you as controlling?
DD)If this is the case, how much free trading stock did you own in this shell before the reverse-split, name-change, false "IPO"?
"THEY ARE ABLE TO PROFIT FROM OUR SHAREHOLDERS' LOSSES AND THAT IS A CRIME."
Mr. Krause, this is another of your spurious claims, short-selling is not illegal, therefore not a crime.