Yes, Greentech filed for bankruptcy.
"From the June 10, 2005 print edition
Greentech USA seeing mostly red, files Chapter 11
Ed Duggan
Fort Lauderdale-based Greentech USA filed for Chapter 11 bankruptcy reorganization after revocation of its securities registration and an eviction notice from its landlord.
Greentech USA defaulted on a settlement agreement in which it was to have restated certain filings, brought others up to date and have them audited, the SEC's May 27 revocation order said.
Greentech USA was organized in 1999 and changed its name from Dynamic Imaging Group in 2003.
According to its latest SEC 10Q filing, there were 9.52 million common shares outstanding on Sept. 30. It last traded at 55 cents a share before the SEC halted trading in February.
In September, Greentech reported losses of nearly $6.8 million since its inception and said it had unpaid payroll taxes.
The mini-conglomerate's (OTC BB: GTEIQ) SEC filings said it had operating divisions or subsidiaries in trade-show displays, screen-printing and Wi-Fi systems, in addition to owning a patent in connection with a manufacturer of modular plastic housing.
In 2004, Greentech USA reported three acquisitions:
* The modular plastic housing patent from Housing Innovations for $1 million, payable in $50,000 cash with the balance in 23,750 Series C preferred shares
* Sterling Fine Arts, a printing company, for $1 million, payable in 80,000 shares of Series C preferred stock and the assumption of $200,000 in debt
* Broadband Oasis, a Wi-Fi company formerly based in Boca Raton, for $500,000 payable in 12,500 shares of Series C preferred stock
Each share of the Series C preferred stock was convertible into 10 shares of common stock, according to Greentech's SEC filings.
The SEC temporarily suspended trading of Greentech USA's stock on Feb. 10 and instituted proceedings for allegedly fraudulent filings, "due to questions regarding the authenticity of the auditor's report in the registrant's most recently filed Forms 10-KSB and whether the audit report accompanying the financial statements was prepared and issued by the auditors identified."
The company had said it was audited by Russell & Adkins of Oklahoma City.
In its May 27 order revoking registration of Greentech USA's securities by default, the SEC said Greentech's 2003 annual report contained "an auditors' report not prepared or issued by the auditors identified."
"Greentech's three most recent quarterly reports filed with the Commission contain a balance sheet comparing the current quarter with the year ended December 31, 2003, and designating the period as 'audited' when in fact it was not," the SEC said.
Roland L. Breton, 56, chairman, CEO, president and principal accounting officer of Greentech USA, did not return numerous calls and messages from The Business Journal requesting comment and explanation.
Similar false auditing charges and a stock trading suspension by the SEC were also leveled on Feb. 11 against Information Architects (OTC BB: IACH), a company that is controlled by Perceptre, which is owned by Greentech USA, according to previous Greentech USA SEC filings.
Greentech USA and Information Architects, a North Carolina-registered corporation, share the same local address.
While Perceptre, a New Mexico corporation, is not registered with the State Corporation Commission to do business in Florida, Information Architects has that registration.
Information Architects said in an April 15 SEC filing that it had reached a tentative written agreement regarding settlement with the SEC, requiring it to file certain amended reports as well as other timely reports in order to have the administrative proceedings dismissed.
The filing was signed by William Overhulser, Information Architects' interim CEO, interim CFO and interim principal financial officer. In a June 1 SEC filing, his title was COO. Overhulser did not return calls seeking comment.
The Greentech USA bankruptcy filing also has problems. The U.S. Bankruptcy Court for the Southern District of Florida issued a deficiency order for incomplete filings. The court said the case would be dismissed if a June 8 deadline wasn't met.
Fort Lauderdale attorney Thomas L. Abrams, who represents Greentech USA in its bankruptcy filing, said he had applied for an extension.
"Granting an extension is usually pretty pro-forma when there are landlord/tenant problems and the company is still in the premises," he said.
E-mail technology writer Ed Duggan at eduggan@bizjournals.com.
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