|To: StockDung who wrote (15592)||8/12/2005 5:34:20 PM|
|Press Release Source: Sunburst Acquisitions IV, Inc. |
Sunburst Re-Negotiates Agreement With Minera Rio Tinto and Signs an Agreement to Repay Debenture Holders
Wednesday August 10, 11:12 am ET
VANCOUVER, British Columbia--(BUSINESS WIRE)--Aug. 10, 2005--Sunburst Acquisitions IV, Inc. (OTCBB:SBAQ - News; "the Company") has negotiated an agreement with debenture holders to repay the principle of $500,000 plus 8% interest. The debenture is to be repaid in full by September 1, 2005. On repayment the shares and warrants associated with the debentures will be cancelled. If the debenture is not repaid Mario Ayub, a director of Sunburst will resign and 2 new directors will be appointed at the request of the debenture holders.
The Registration Statement filed with the SEC for the purpose of registering for issuance the shares underlying the debenture and the warrants as free trading has been withdrawn.
Also, Tracy A. Moore of Vancouver, BC has been appointed interim COO.
In addition, Sunburst has signed a Memorandum of Understanding with Minera Rio Tinto ("MRT") re-negotiating the terms with MRT of the acquisitions of three (3) mining properties in the state of Chihuahua, Mexico.
Under the final agreement being prepared Sunburst will acquire 100% interest in three (3) properties called Cieneguita, Guazapares & Encino Gordo located in the Sierra Madre Gold Belt of Mexico subject to certain conditions including payments and royalties. In addition, the company must raise $2,000,000 for production costs and working capital.
The properties will be acquired through a newly formed Mexican subsidiary of Sunburst Acquisitions IV, Inc.
The Company is confident that a revised agreement can be reached, but cautions that significant funds must be raised to complete the agreement.
On Behalf of the Board of Directors
SUNBURST ACQUISITIONS IV, INC.
Terry Fields, President
The Private Securities Litigation Reform Act of 1955 provides a "Safe harbor" for forward-looking statements. Certain of the statements contained herein, which are not historical facts, are forward-looking statements with respect to events, the occurrence of which involved risks and uncertainties. These forward-looking statements may be impacted, either positively or negatively, by various factors. Information concerning potential factors that could affect the company is detailed from time to time in the company's reports filed with the Securities and Exchange Commission.
Sunburst Acquisitions IV, Inc. (OTC Bulletin Board:SBAQ - News)
Sunburst Acquisitions IV, Inc.
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|To: StockDung who wrote (15592)||8/15/2005 1:24:55 PM|
|SEC CHARGES FOUR BROKERS AND DAY TRADER IN FRAUDULENT "SQUAWK BOX" SCHEME |
FOR IMMEDIATE RELEASE
Washington, D.C., Aug. 15, 2005 - The Securities and Exchange Commission today charged four brokers and a day trader with cheating investors through a fraudulent scheme that used squawk boxes to eavesdrop on the confidential order flow of major brokerages so they could "trade ahead" of large orders at better prices.
The day trader, John J. Amore, is charged with paying brokers at Citigroup, Lehman Brothers and Merrill Lynch to provide live audio access to those firms' "squawk boxes" - devices that broadcast, within a securities firm, institutional orders to buy and sell large blocks of securities. Amore directed traders working for him to listen to the pirated squawk boxes and trade ahead of the institutional orders in order to profit from price movements that resulted from execution of the large customer order. The brokers charged are Ralph D. Casbarro, formerly at Citigroup Global Markets, David G. Ghysels, Jr., formerly at Lehman Brothers, Kenneth E. Mahaffy, Jr., formerly at Merrill Lynch and Citigroup, and Timothy J. O'Connell, formerly at Merrill Lynch.
Linda Chatman Thomsen, Director of the Commission's Division of Enforcement, said, "These brokers sold day traders real-time access to their firms' confidential information on institutional orders to enable the day traders to profit from the information. Our joint action with the U.S. Attorney's Office sends a clear message that such abuses will not be tolerated."
Mark K. Schonfeld, Director of the Commission's Northeast Regional Office, said, "These brokers were duty-bound to keep information about large customer orders confidential and to use it to benefit the customer. By using that information for their personal gain, the defendants not only harm the customer, they threaten to undermine the integrity of our markets."
The Commission charged the following individuals:
Amore, age 42, a resident of Manhasset, N.Y. From approximately February 2002 to September 2003, Amore was the chief executive officer of Watley Group, a publicly-traded company that was the parent of A.B.Watley, Inc., a registered broker-dealer.
Casbarro, age 43, a resident of Bayside, N.Y. From February 1995 to March 2005, Casbarro was employed as a registered representative in a Citigroup office in New York, N.Y.
Ghysels, age 47, a resident of West Palm Beach, Fla. From March 27, 2001 to March 28, 2003, Ghysels was employed as a registered representative in the Lehman office in Boca Raton, Fla.
Mahaffy, age 50, a resident of Huntington, N.Y. From December 1997 to February 2003, Mahaffy was employed as a registered representative at the Merrill Lynch office in Garden City, N.Y., and from February 2003 to June 2005 was employed as a registered representative in the Citigroup office in Melville, N.Y.
O'Connell, age 40, a resident of Carle Place, N.Y. From August 1997 through February 2005, O'Connell was employed as a registered representative in Merrill Lynch's office in Garden City, N.Y.
The Commission alleges the following: Amore and others at Watley asked Casbarro, Ghysels, Mahaffy, and O'Connell to furnish access to their respective firms' institutional equities squawk boxes. The brokers then placed their telephone receivers next to the squawk boxes and left open phone connections to the Watley office in place for virtually entire trading days. Amore and the proprietary traders at Watley listened for indications on the squawk boxes that firms had received large customer orders and then "traded ahead" in the same securities, betting that the prices of the securities would move in response to the subsequent filling of the customer orders.
Between at least June 2002 and September 2003, the Watley day traders traded ahead of orders they heard on the Citigroup, Merrill, and Lehman squawk boxes on more than 400 occasions, making gross profits of at least $650,000. The Commission alleges that, in exchange for live audio access to the squawk boxes, Amore, together with others at Watley, compensated the brokers with commission-generating trades. Additionally, Watley traders compensated Casbarro and Mahaffy with secret cash payments.
By divulging confidential information concerning customer orders, the brokers breached duties of confidentiality and trust they owed to their employers and to their employers' customers. These brokers also violated their firm's written policies requiring confidential treatment of customer information.
The Commission's complaint, which was filed in the United States District Court for the Eastern District of New York in Brooklyn, charges the defendants with securities fraud in violation of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities and Exchange Act of 1934 and Rule 10b-5, and seeks disgorgement of illegal profits, penalties, and an injunction against future violations.
The Commission acknowledges the assistance of the United States Attorney's Office for the Eastern District of New York and the United States Postal Inspection Service.
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|To: Francois Goelo who wrote (10156)||8/16/2005 11:38:35 AM|
|Firm's operations could trouble voters By Christopher Carey|
Of the Post-Dispatch [copyright]2005, St. Louis Post-Dispatch
A company whose touch-screen voting machines won state certification in Missouri last month has been raising money through stock placements that found their way to unlicensed securities "boiler rooms" in Europe.
AccuPoll Holding Corp.'s filings with the Securities and Exchange Commission show that the company's financial backers include the children and business associates of a man who went to prison for fraud in the 1990s.
AccuPoll, a publicly traded company with headquarters in Tustin, Calif., declined to comment Friday on its finances or the offshore share sales.
"It is our policy not to publicly speculate on transactions allegedly made by some of our stockholders or some of our stockholders' affiliates, especially when we are not a party to such alleged transactions," said William E. Nixon, its president and chief executive. Advertisement
His comment was a written reply to questions submitted by the Post-Dispatch.
People who bought AccuPoll shares from the foreign brokerages have lost much of their initial investment.
AccuPoll's SEC filings show that its early investors include two companies managed by adult children of Sherman Mazur, a one-time real estate magnate in Southern California.
Mazur, 56, pleaded guilty to seven counts of bankruptcy and tax fraud after his empire collapsed. He was sentenced to 1993 to six years in prison.
A group of 24 St. Louisans who invested in property he managed won a $3.2 million civil judgment against him. For more than a decade, they have been unable to collect the money or identify assets in his name.
AccuPoll is one of at least four publicly traded companies that have listed Mazur's children as stockholders, Post-Dispatch research shows.
Shares of all four companies have been peddled to foreign investors by overseas firms that regulators warned were unlicensed telemarketing operations, known as "boiler rooms." Each stock declined sharply in value, leaving buyers with little to show for their money.
AccuPoll's affiliations could prove troubling to election officials, given public concerns about accurate vote tallies and the security of computerized voting systems, said Bev Harris, founder of Black Box Voting, an advocacy group in Renton, Wash.
"All it takes is one person who has criminal or ethical problems," said Harris, whose organization investigates the reliability of touch-screen and other computerized voting machines. "That pretty much throws the whole integrity of the system into question."
AccuPoll says it intends to wrest business from the industry's established suppliers with a computerized system that prints a paper receipt confirming each user's choices.
The company also is seeking certification in Illinois and has been cleared to sell its machines in at least 10 more states.
Although the financing questions don't affect the security of the machines, they could undermine their acceptance, said G. Terry Madonna, director of the Center for Politics and Public Affairs at Franklin & Marshall College in Lancaster, Pa.
"This is a very touchy subject," he said. "All of it is against a backdrop of uncertainty and distrust."
AccuPoll's SEC filings also show that the company got financing and consulting services from businesses managed by a lawyer named Reid Breitman. Those entities used the same address that Sherman Mazur and his children have used in corporation filings.
Breitman, 38, declined to comment Friday, saying he adopted a policy of not talking to reporters after another publication unfairly drew an association between him and a "criminal" who once leased the office he now occupies.
The building, a former art gallery in Santa Monica, Calif., also has been used by Regis Possino, 57, a disbarred lawyer with separate convictions for drug dealing and fraud.
Four overseas brokerages have marketed AccuPoll's shares to European investors.
Regulators in Spain and Great Britain issued warnings about two of the firms, Anderson Fitzpatrick AG and Tana Corum Holdings, saying they were offering investments without proper licenses.
Focus on technology
The Missouri secretary of state's office, which oversees election issues, was unaware of AccuPoll's financial backers or the sale of the company's shares by overseas brokerages, spokeswoman Stacie Temple said.
Missouri's certification process for election equipment focuses exclusively on the integrity of the machine and its technology, Temple said.
The same is true for Illinois, said Daniel White, executive director of the Illinois State Board of Elections.
"If we do learn of those things, the board would certainly take a look at it," he said, referring to questions about companies' financing and executives' backgrounds.
AccuPoll says 10 other states already have approved its systems - Alabama, Arkansas, Ohio, South Dakota, Utah, Kansas, Kentucky, Louisiana, Pennsylvania and West Virginia.
The company has signed up just two customers, a pair of small Texas counties, that are awaiting that state's certification.
The Post-Dispatch has been tracking AccuPoll as part of its continued monitoring of overseas boiler rooms, which push foreigners to buy stock in small American companies with limited business histories, revenue and capital.
A series of Post-Dispatch stories last year showed how the operations took in hundreds of millions of dollars by selling inflated shares in roughly 200 public and private U.S. companies. Those shares invariably plunged in value.
The telemarketing operations are called boiler rooms because they use high-pressure sales tactics to promote risky or fraudulent investments. They typically operate from hidden locations, and their brokers often use false names.
In many cases, they sell shares that are restricted from resale on the U.S. market for one year. Most foreign investors who bought shares of the other three public companies with Mazur children as stockholders lost nearly all of their money. Only one of the companies still exists in its original incarnation, and its shares trade for a fraction of a penny.
A compelling story
AccuPoll was incorporated in 2001, in the aftermath of the bitterly disputed 2000 presidential election. The company says its system, which includes a printed verification slip, provides better assurances that each ballot is recorded accurately.
AccuPoll is hoping to capitalize on the nationwide modernization of voting equipment inspired by the Help America Vote Act, which allocated $3.9 billion in federal money for replacing manual punch-card systems.
AccuPoll became publicly traded in 2002, when it merged with Western International Pizza Corp., a dormant Salt Lake City business whose shares were still registered with the SEC.
As part of that transaction, a group of AccuPoll investors split 18.6 million shares of the combined company's stock, or roughly a fourth of the total changing hands, SEC filings show.
One of those investors, a limited-liability corporation that got 4.2 million shares of stock, was managed by Jamie A. Mazur, 27, Sherman Mazur's son. Another limited-liability corporation, which got 4 million shares, was managed by Jennifer Mazur, 26, Sherman Mazur's daughter.
In addition, AccuPoll issued 3.8 million shares as a retainer to three consultants - Jamie Mazur, Breitman and GCH Capital Ltd. The company gave them warrants to buy 2 million more shares at a discounted price.
Breitman once was managing director of GCH Capital. He also manages Palisades Holdings LLC, which provided AccuPoll with $1.9 million in loans that were convertible to stock.
California corporation filings lists GCH's address as 2224 Main Street in Santa Monica, Calif. AccuPoll's agreement with Palisades Holdings lists the same address for that company.
The address also appears in the Nevada corporation filing for a business that Sherman Mazur incorporated in December.
A Canadian newspaper, the Vancouver Sun, published a set of articles July 25 that identified Sherman Mazur as a behind-the-scenes player at General Commerce Bank AG, an Austrian firm that pushed shares of obscure U.S. companies.
Before Austrian authorities shut down General Commerce in 2001, regulators in other nations had added it to their list of operations selling securities without proper authorization.
California corporation records show that in August 2001, the mailing address for GCH Capital was in Vienna and matched the address used by General Commerce Bank.
Rakesh Saxena, an international fugitive under house arrest in Canada, told the Vancouver paper that he had enlisted General Commerce to sell shares of several unlisted companies. He said the firm used boiler rooms in Spain, Germany and Belgium to market the stock.
The story identified the operators of General Commerce as Sherman Mazur, Possino and Raoul Berthaumieu, who went to prison in the early 1990s for writing $1.6 million in bad checks on a Los Angeles bank account, depositing them at the old Centerre Bank of St. Louis (later Boatmen's, now Bank of America) and withdrawing $655,000.
None of the three men has been charged with any wrongdoing in connection with stock sales.
Saxena is wanted in Thailand in connection with the collapse of the Bangkok Bank of Commerce in 1996. Saxena, who is accused of defrauding the bank, was arrested in Canada and has been fighting extradition for nine years.
Two AccuPoll executives came from other public companies that received financing and consulting services from the Mazur children, Breitman, Possino or some combination of those sources.
Chester L. Noblett Jr., AccuPoll's executive vice president for sales and marketing, previously was chairman and chief executive of eSat Inc., a broadband communications company. Two of Mazur's children, Emily and Trent, were shareholders. They filed to sell $960,000 of eSat shares in the spring of 2000 - while they were still minors.
Shares of eSat were marketed to foreign investors by securities boiler rooms operating out of Asia. The company later went out of business.
Craig A. Hewitt, who until May was AccuPoll's chief financial officer, previously was chief financial officer of Junum Inc., a credit repair and monitoring firm.
Junum had a financing agreement with Breitman's Palisades Holdings and consulting agreements with GCH Capital and Jamie Mazur.
Junum gave up on its credit business in 2002 and merged into a company that develops lottery games for international markets.
AccuPoll is facing long odds for success.
The company reported $1.22 million in revenue for the nine months that ended March 31, with all of the money coming from a subsidiary that specializes in installing and servicing computer printers and other hardware.
AccuPoll posted a loss of $7.81 million for the same period. That figure included nearly $4.6 million in general and administrative spending and $2.6 million in professional fees.
AccuPoll had a little less than $73,000 in cash on March 31, the date of its most recent quarterly report. The company warned that it would require "substantial additional funding for obtaining regulatory approval, commercialization of its product, and for continued product improvement."
AccuPoll's stock closed at 14.5 cents a share Friday in trading on the over-the-counter market, down 96 percent from its high of $3.82 in February 2004.
AccuPoll's lack of resources makes it unlikely that the company will dislodge the industry's leaders, Diebold Corp., Election Systems & Software Inc. and Sequoia Voting Systems, said Harris, of Black Box Voting.
"There's a lot of money greasing the skids for these purchases," she said. "The lobbying dollars are just stunning. That works against the little guys."
The number of systems the bigger companies have in service also works against the upstarts when election boards are considering equipment purchases, Madonna said.
"If you have a base of operations with sales and satisfied customers, it's a lot easier than taking a flier on someone new," he said.
The potential market for AccuPoll's products in Missouri is limited. Most local election boards that are buying electronic voting machines in the state have been buying optical-scan machines instead of touch-screen machines, because optical-scan units are less expensive.
But people elsewhere who have used AccuPoll's equipment were impressed.
"I was amazed at how fast they were and how easy they were for our people to understand," said Jean Milka, chairwoman of the Democratic Committee of Allegheny County in Pennsylvania.
The group used the machines this spring at AccuPoll's invitation to decide on party endorsements for the Democratic primary, she said.
The machines - which resemble a computer monitor married with a printer - were easy to move and easy to set up, Milka said. And the paper receipts inspired confidence, she said.
"I just thought it was a great system," she said.
Reporter Christopher Carey
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|To: StockDung who wrote (15595)||8/16/2005 12:44:18 PM|
|Nannaco, Inc. Declared in Default on Convertible Debentures|
8/16/2005 12:24:23 PM
NEW YORK, NY, Aug 16, 2005 (MARKET WIRE via COMTEX) -- Divine Capital Markets LLC, a registered broker dealer located in New York, New York, announced that on August 12, 2005, holders of Nannaco, Inc (NNNC) 2003 convertible debentures issued a notice of default to Nannaco. The debentures are convertible by the holders on demand into Nannaco common stock at a 25% discount to the lowest closing bid price of the 20 trading days immediately preceding the date of conversion. Divine Capital Markets LLC acted as Nannaco's placement agent in connection with the issuance of the debentures. Divine Capital is making this news release to ensure that the issuance to Nannaco of a notice of default is publicly disclosed.
Disclaimers and Safe Harbor statements under the Private Securities Litigation Reform Act of 1995: Divine Capital Markets LLC makes no recommendation with respect to the purchase or sale of any securities of Nannaco, Inc. and expresses no opinion on the advisability of any investment in Nannaco, Inc., the accuracy of the factors cited in the notice of default discussed above, the willingness or ability of Nannaco, Inc. to cure the cited or any other any event of default within the applicable cure period or otherwise or the financial condition or prospects of Nannaco, Inc. Statements in this news release looking forward in time involve risks and uncertainties, including those associated with market risks, actions of third parties and other factors, known and unknown. These statements may be identified by the use of words such as "may," "will," "should," "potential," "expects," "anticipates," "intends," "plans," "believes" and similar expressions. These statements are based on current beliefs, expectations and assumptions and are subject to a number of risks and uncertainties. Divine Capital Markets LLC disclaims any obligation or duty to update or correct any of its forward-looking statements.
For more information contact:
Divine Capital Markets LLC
Send correspondence to:
4916 Point Fosdick Dr., Suite 102
Gig Harbor, WA 98335
SOURCE: Divine Capital Markets
Copyright 2005 Market Wire, All rights reserved.
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|To: StockDung who wrote (15595)||8/16/2005 1:17:15 PM|
|Cooking the Books — and Screwing the Shareholders |
With Bernard Ebbers (WorldCom) in the slammer, and Ken Lay and Jeffrey Skilling Enron) most likely hot on his heels, if you think we can now invest with more safety and security, think again.
I much prefer a stock to go down, not up, right after I’ve bought it.
You might think that’s weird. But my attitude is very simple: I only buy stocks that fit my investment criteria — stocks I have sound reasons to expect will rise in value over time. And I only pay what I consider to be a bargain price.
So if a stock I like goes down, it’s an even better bargain. And if there’s something I like better than a bargain, it’s a better one.
This is, of course, the opposite of the kinds of companies Wall Street analysts usually like. They want companies that consistently report higher earnings, predictably and consistently, quarter after quarter. So when one of their companies misses its target, even by a fraction of a cent, the stock gets hammered.
From this perspective, is it fair that WorldCom chief Bernard Ebbers is the only one going to jail (via the poorhouse)? And Ken Lay and Jeffrey Skilling (Enron) are the only people who are on trial?
After all, for several years they gave Wall Street — and, presumably, investors — exactly what they wanted. Predictably, consistently, and most importantly every quarter.
For this achievement they were lauded. They were “heroes of Wall Street” until they fell — or should I say, crashed — from favor.
And where were those so-called watchdogs, the “Guardians” of investor interests back then?
Well, Wall Street analysts and brokers, those self-appointed prognosticators of investment value, were falling over themselves to see who could blow their trumpets loudest for Enron, WorldCom and their ilk.
And unlike the US Army — which in those old Western movies always appeared over the hill just in time to rescue the beleaguered heroine from a fate worse than death at the hands of the Indians — the SEC (as usual, I might add) roared into town with its guns blazing, its lawyers firing writs and its enforcers slapping miscreants in handcuffs long after the horse had bolted...I mean, the money had flown the coop.
So now, courtesy of the SEC, Ebbers is going to jail, with Lay and Skilling quite likely hot on his heels.
Once again, the SEC has succeeded in its mission of protecting investors.
Or has it?
If you were unfortunate enough to be a shareholder of WorldCom or Enron, you might feel a sense of revenge at seeing these CEOs sent to jail — but it won’t do your wallet any good.
Fact is, if you want to protect your money, as an investor you’re on your own.
A Short Course in
“Cooking the Books”...
There’s no need to follow Ebbers, Lay and Skilling and go outside the law to “manipulate” earnings. There are lots of areas where there’s plenty of legal discretion to over- (or under-) state earnings. A few examples:
Subscription revenue: Publishers love it when a subscriber takes advantage of those big discounts sometimes offered for renewing your magazine subscription 5 years in advance. They can book the promotion cost today, while the revenue is amortized over 5 years. A great tax shelter.
Years ago, AOL got into trouble for doing the reverse: to pump up earnings, they booked the full revenue for such long-term subscriptions as this year’s income. Great for the management whose stacks of stock options soared in value.
Pension plans: Simply increase the expected return on the money in your company’s pension plan by 1%, and you can release a nice chunk of money from the pension plan and add it to the bottom line.
In a world of low interest rates, the generous average assumption of 6%-8% annual return on money in American companies’ pension funds means that most plans are woefully underfunded.
No matter...so long as you, as manager, act within the legal limits of discretion.
“Non-performing” loan reserves: If you’re a banker or in the business of making loans, what portion of your loans should you hold as reserves against bad debts? Within reason, the choice is yours. The more you put in the reserve, the lower will be this year’s profits. Of course, if your reserves are too low, you’ll have to take a big loss...sometime in the future.
And with any luck, you won’t be around when that happens.
Insurance: Insurance companies take in premiums today and pay out claims later — often decades later. To fund those future claims, you must establish reserves so you can pay the claims.
How much should those reverses be? That depends on what returns you expect on the investments you can make with the premium money before you have to pay out any claims...and how big those claims are likely to be.
As in the banking business, the lower your reserves, the more premium income you can book as profits today.
As insurance can have a very “long tail” (some asbestos claims still being adjudicated decades after the policies were issued) there’s probably more room in the insurance business than anywhere else to use “creative assumptions” to “massage the numbers.”
Indeed, Warren Buffett has gone so far as to say that you can practically report any result you want to from quarter to quarter.
...and Screwing the Shareholders
There’s just one problem: if you use all these completely legal shenanigans to inflate current earnings, you incur an addition cost.
The higher your profits today, the bigger your current tax bill.
That doesn’t matter too much if you’ve persuaded analysts and investors to focus on pseudo-measures of profit performance like EBITDA (earnings before interest, taxes, depreciation and amortization). Then your earnings can look great...even if they won’t cover your annual interest bill!
That’s just one more tool you can use dazzle Wall Street, ramp up your stock price, and cash in your options at an inflated price — all, ultimately, at shareholders’ expense.
You see, every dollar that a company pays out in tax is one less dollar for shareholders, and one less dollar it can invest to make shareholders more money in the future.
So if your aim is to increase shareholder value in the long term, you’ll be as conservative as you can legally be in maximizing reserves against potential future losses...and minimizing today’s earnings (and taxes).
More importantly, when the next recession sends those competitors who under-reserved out of business, you’ll be around to pick up the pieces...and increase your market share.
This is, of course, exactly the business model of one of the world’s best-managed insurance companies: Warren Buffett’s Berkshire Hathaway.
Buffett is as conservative as you can get when it comes to money, so you can bet he’s pushing those loss reserves to the limit, so making Berkshire Hathaway — as a friend of mine described it — “a giant tax shelter.” Completely, 100% legally!
And it’s also what makes a great investment: a company whose management is focused on maximizing shareholder value in the long-term — even if it doesn’t bring them any friends on Wall Street in the short term.
Remember: that the SEC will only protect you by putting shady CEOs in jail after your money has long gone to “money heaven.” If you’re investing for the long-term, your money will be much safer if you take the time and trouble to invest only in companies whose management puts shareholders’ interests first. And (among other things) takes every legal avenue available to reduce taxes and other expenses now so they can make much more money for you in the future.
Be aware: such companies are unlikely to be current Wall Street favorites, as the last thing they’re trying to do is ramp up the stock price next quarter. But if you’ve done your homework, and the stock falls after you’ve bought it, like me, you’ll find yourself very happy to buy even more.
Of course, if you’re speculatively inclined — and can spot the next Enron or WorldCom as they’re on the way up — you can ride the momentum to a small fortune.
So long as you bank your profits before they disappear! — Mark Tier
PS. If you want to understand the intricacies of the insurance business Warren Buffett is the best teacher. And his latest Letter to Shareholders is a good introduction.
Have a question or a comment? Email it to email@example.com.
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|To: StockDung who wrote (15595)||8/17/2005 12:22:17 PM|
|Here's a busy fellow - Steve Careaga|
NNNC - 4.10 Employees. Nannaco has one (1) employee, Mr. Steve Careaga, Chief Executive
RWNW - 4.10 Employees. Reality has one (1) employee, Mr. Steve Careaga, Chief Executive
Reality Wireless Networks Executes Definitive Merger Agreement With $29 Million Diversified Trading Company
Business Wire (Thu, Jul 28)
• REALITY WIRELESS NETWORKS INC Files SEC form 8-K, Entry into Material Agreement, Financial Statements and Exhibits
EDGAR Online (Wed, Jul 27)
• Reality Wireless Networks Announces Letter of Intent to Acquire $29 Million Diversified Trading Company
Business Wire (Wed, Jul 13)
• Reality Wireless Networks Announces Debt Conversion
Business Wire (Thu, Jul 7)
• Reality Wireless Networks' Merger Partner PeopleMatter Inc., Expands Presence at Fortune 100 Health Care Technology Firm in $175,000,000 Annual Marketplace
Business Wire (Thu, Jun 9)
• PeopleMatter Inc., Reality Wireless Networks' Merger Partner, Enters into Agreement for On-line Board Development Product to Penetrate $500 Million Annual Marketplace
Business Wire (Thu, Jun 2)
Nannaco's Merger Partner To Receive up to $10 Million in Financing
3/8/2005 10:00:28 AM
GIG HARBOR, Wash., Mar 8, 2005 (PRIMEZONE via COMTEX) -- Nannaco, Inc. (NNNC), which announced on March 2nd its intention to acquire Global Defense Corporation ("GDC"), announced today that GDC has informed Nannaco that GDC has received a $10.6 million funding commitment from Cornell Capital.
The financing commitment includes a Standby Equity Distribution Agreement ("SEDA" or "Equity Line"). The Equity Line provides that, subject to the securities of GDC being publicly traded, Cornell Capital will buy up to $10,000,000 of the publicly traded securities of GDC in private transactions at a negotiated discount to market price. The SEDA will provide the Company with tremendous financial flexibility as it continues to grow.
Paul Silverman, President and CEO of GDC said, "We are greatly encouraged by the support of our plan of operations that Cornell's confidence in us and in our business plans demonstrates. The Cornell financing will play a key role in our overall financing plan, serving as both a credit enhancement for debt securities and providing a degree of risk mitigation for new private equity investors. This financing commitment shows further that the capital markets support our business model of acquiring critical technologies in the homeland security market."
Steve Careaga, CEO of Nannaco, said "We have repeatedly stated in our plans and in our public disclosures that access to capital is a significant contingency to the future success of Nannaco. Our intended merger candidate has clearly demonstrated that they have the ability to remove that contingency."
In a prior press release and in filings with the SEC, the Company disclosed that it has entered into a non-binding letter of intent to merge GDC with and into a subsidiary of Nannaco created specifically for that purpose. The outline of the proposed merger transaction set forth in this press release presents only certain material provisions of the non-binding letter of intent between the parties and is, of course, subject to the terms of the definitive merger agreement which will be executed by the Company and GDC.
Nannaco, Inc. Restructures Merger Agreement with Nazz Productions, Inc.
4/29/2005 1:37:46 PM
GIG HARBOR, Wash., Apr 29, 2005 (PRIMEZONE via COMTEX) -- Nannaco, Inc. (NNNC)
("Nannaco") announced today that it has completed negotiations with its merger partner, Nazz Productions, Inc. ("Nazz"), to restructure the proposed merger agreement between Nannaco and Nazz. The parties have further agreed to eliminate obligations regarding previously negotiated termination or expiration provisions of the agreement. Under the new agreement, Nazz will be merged into a wholly-owned subsidiary of Nazz, which will assume certain assets and liabilities of the parent corporation. Following the merger, the combined company will assume the name of Nazz Productions, Inc., and file a registration statement registering Nannaco's ownership interest in the combined company's shares. It is expected that the shares will be distributed on a pro-rata basis to shareholders of Nannaco at the time that the registration is deemed effective. This opportunity for shareholders of Nannaco to participate in the equity-ownership of two entities arises from Nannaco's recent discussions with several unrelated entities that seek various business combinations with Nannaco. Nannaco expects to enter into a letter of intent with one of these entities within the next several days.
In connection with the revised merger plans and near-term opportunities, Nannaco further announced today that, following a due diligence period in connection with its planned merger with Global Defense Corporation, which the parties announced on March 1, 2005, Nannaco and Global Defense Corporation have mutually agreed not to pursue consummation of the proposed merger between the parties and have ended further negotiations.
Nannaco, Inc., Announces Intent to Merge with Amenni
5/5/2005 10:45:18 AM
GIG HARBOR, Wash., May 5, 2005 (PRIMEZONE via COMTEX) -- Nannaco, Inc. (NNNC) ("Nannaco"), announced today that it has executed a Letter of Intent to acquire Amenni, LLC ("Amenni") located in Ft. Lauderdale, Florida.
Amenni is a premier developer and manufacturer of Nutraceuticals - naturally sourced biologically active components for human and animal health benefits. Amenni's initial success has been in creating joint-care nutraceutical products for dogs and horses. In addition to Ft. Lauderdale, Amenni has facilities located in London (United Kingdom), Dubai (United Arab Emirates) and Zurich (Switzerland).
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|To: Francois Goelo who wrote (10156)||8/17/2005 12:37:29 PM|
|Zi excited about future, mum about pending board battle|
2005-08-17 09:16 ET - Street Wire
Also Street Wire (U-ZICA) Zi Corp
by Lee M. Webb
Zi Corp., a Calgary-based technology company again headed by its founder Michael Lobsinger, is still excited about its future. Indeed, the company, which has never lacked professions of enthusiasm on the way to ringing up an accumulated deficit of more than $93.6-million, is "more energized and enthusiastic than ever," according to Mr. Lobsinger. (All amounts are in U.S. dollars unless otherwise noted.)
The latest professions of energy, enthusiasm and ubiquitous excitement were delivered in an Aug. 12 news release and early morning conference call to discuss the company's performance during its most recent money-losing quarter.
The Aug. 12 conference call was led by Mr. Lobsinger, who, in addition to his role as chairman of the board of directors, is at least temporarily back in the saddle as president and chief executive officer following the abrupt departure of Mike Donnell on May 26. Citing personal reasons, Mr. Donnell pulled the plug the day after Zi's annual general meeting.
In his opening remarks, Mr. Lobsinger successfully forestalled any questions about a dispute with Zi's largest shareholder Marty Steinberg, the court-appointed receiver for the allegedly fraudulent Lancer Group of hedge funds formerly headed by Michael Lauer.
Mr. Steinberg now controls more than 18.7 million Zi shares or 41 per cent of the company's stock that was sponged up by Mr. Lauer's Lancer funds before the U.S. Securities and Exchange Commission (SEC) stepped in to shutter his operation in July of 2003.
It appears that Mr. Steinberg has become dissatisfied with Zi's board of directors and, by extension, at least some of its senior officers.
After publicly musing about ousting the board of directors in a July 7 SEC filing, Mr. Steinberg disclosed in a July 29 filing that he had formally asked Zi to call a special meeting of shareholders no later than Sept. 27 for the purpose of electing a new slate of directors with the exception of his representative Donald Moore.
If Mr. Steinberg has his way, Mr. Lobsinger will be among those getting the boot.
Among the high profile directors on Mr. Steinberg's ouster list is Howard Balloch, a former Canadian ambassador to China and current director of two of promoter Robert Friedland's companies, Vancouver-based Ivanhoe Mines Ltd. and Ivanhoe Energy Inc., as well as Methanex Corp.
Along with Mr. Lobsinger and other Zi directors, Mr. Balloch also served a stint as a director of Magic Lantern Group Inc., a Zi affiliate in which Mr. Steinberg controls a 41-per-cent stake thanks again to the allegedly fraudulent Lancer funds. Richard Geist, a Lancer director and self-styled stock guru more commonly known as a tout, also sat on Magic Lantern's board of directors.
Lancer acquired its stake in Magic Lantern from Zi in a convoluted deal facilitated by Mr. Lauer's alleged right-hand man Bruce Cowen, who will begin serving a two-year prison term for fraud involving another Lancer holding next August in connection with a 2002 Operation Bermuda Short indictment and subsequent guilty plea.
Mr. Balloch resigned as chairman of Magic Lantern's board of directors on April 13, just two months before the company was rather ignominiously booted off the American Stock Exchange (AMEX).
Mr. Steinberg would like to replace the well-connected Thompson MacDonald, too. Mr. MacDonald, a Zi director since 1993, spent 20 years in broadcast journalism in Alberta before opening his own strategic communications consulting firm.
During his time in broadcast journalism, Mr. MacDonald spent 11 years as vice-president of news and public affairs for a Calgary television station where Ralph Klein spent a decade as a reporter before turning to politics and moving on to become Alberta's premier in 1992, a post he still holds.
Interestingly, Mr. Klein's political career was very nearly twice nipped in the bud over a brouhaha involving Zi. Among other things, some of Mr. Klein's associates and relatives, including his wife, were early Zi shareholders and the premier took some heat for allegedly promoting the stock.
Indeed, Alberta's ethics commissioner twice investigated the premier regarding allegations of inappropriate conduct related to Zi, both times clearing Mr. Klein of any wrongdoing.
The politically resilient, if gaffe-prone, Mr. Klein is currently enjoying his fourth mandate as Alberta's premier.
Mr. MacDonald's connections go well beyond Alberta's provincial politics. Among other notable achievements, Mr. MacDonald received a prime ministerial appointment to the Canadian Broadcasting Corp.'s (CBC) board of directors in 1993. During his stint there, which ended in 1998, Mr. MacDonald spent three years as chairman of the CBC Pension Board of Trustees.
Arguably much less of a notable achievement, Mr. MacDonald also served on the board of directors of Solv-Ex Corp., coincidentally a frequent stock pick of guru Mr. Geist even as the company imploded in a massive scandal that led to SEC lawsuits against senior executives.
The Lancer receiver also wants to boot securities lawyer Derrick Armstrong, founding partner of Armstrong Perkins Hudson LLP and a Zi director since 1993. Among other things, Mr. Armstrong has served on a number of committees of the Alberta Securities Commission.
Michael Mackenzie and Donald Hyde, who both bailed out of directorships with Magic Lantern just shortly ahead of its AMEX delisting, evidently do not pass muster with Mr. Steinberg, either. Similarly, Mr. Steinberg wants to replace relative newcomer Richard Tingle, the senior partner of Tingle Merret LLP, a Calgary-based law firm.
At this point, it is not at all clear what prompted Mr. Steinberg's apparent dissatisfaction with Zi's board of directors; nor is it clear whether the Lancer receiver will be able to press the matter any time soon.
A day ahead of its Aug. 12 conference call, Zi issued a news release disclosing that the company had obtained an interim court order from the Court of Queen's Bench of Alberta relieving it of its obligation to provide shareholder data or call a special shareholders meeting as requested by Mr. Steinberg.
The interim court order also stops the Lancer receiver from calling a shareholders meeting.
According to Zi's Aug. 11 news release, parroted by Mr. Lobsinger at the outset of the Aug. 12 conference call, "the receiver's actions with respect to its share position in Zi is detrimental to the company's interests."
"The board of directors of Zi Corp. intends to vigorously resist attempts by the receiver to take control of Zi through the receiver's share position in Zi and the circumstances surrounding the receiver's ownership of those shares," Mr. Lobsinger said, echoing the news release.
The exact circumstances surrounding the receiver's ownership of more than 18.7 million shares or, more precisely, just how Mr. Lauer and his Lancer funds managed to sponge up what at one point amounted to more than half of Zi's shares without the company's management and directors having so much as a clue remains a mystery.
In any event, Mr. Lobsinger went on to quell any further discussion of the matter during the conference call.
"Because this matter is now before the courts and the sensitivities and complexities associated with the matter, we will be making no further comments other than what we have said herein," Mr. Lobsinger said.
Stockwatch will review some of the sensitivities and complexities of the matter currently before the courts, including Zi's unmentioned lawsuit against the Lancer receiver, in a future article.
With the dispute involving Zi's largest shareholder neatly tucked away, at least for the remainder of the conference call, Mr. Lobsinger turned to a scripted overview of the company, emphasizing the "renewed sense of enthusiasm and optimism."
"Today, we are energized, upbeat and more committed than ever," Mr. Lobsinger said.
According to Zi's chairman, interim president and chief executive officer, the company's management "has adopted a 'back-to-basics' approach" and is "singularly focused on revenue growth and profitability."
During a "busy and enlightening" second quarter, Zi reportedly revisited its products and marketing strategies, finding significant opportunities.
Among other things, Mr. Lobsinger said that Zi "increased traction" with its clients through offering a suite of products for the wireless market.
In addition to its eZiText and eZiTap products, the company offers Decuma, a natural handwriting recognition software product. Evidently generating much of the excitement and enthusiasm, however, is Qix.
"In simple terms, Qix is to mobile phone users what Google is to the Internet -- a search engine," Mr. Lobsinger said.
In perhaps even simpler terms, Qix searches out mobile phone applications such as e-mail, text messaging and so on.
"There is no question that Qix, for which we coined the slogan 'Know more, do more,' is helping drive our enthusiasms," Mr. Lobsinger said. "Qix simply makes a new and more complex generation of mobile phones richer and easier to use.
"All the marketing hoopla aside, people are more often intimidated, not excited, by the bevy of extraordinary new applications attached to their mobile phones.
"People have neither the time nor the inclination to figure out how to relieve their anxieties.
"Remarkably, less than 3 per cent of the world's mobile phone users ever bother to read their new instructional manuals.
"Qix was designed to make the new world of mobile phones much less daunting."
Qix was also designed to drive revenues for potential customers for Zi's new product. In knowing more and doing more, mobile phone users will be paying more.
Zi currently has Qix in an initial trial run with Virgin Mobile in the United Kingdom and has accelerated its go-to-market strategy for the product, though it is not likely to generate much in the way of revenue, if any, until next year.
Following the enthusiastic overview, Mr. Lobsinger handed off to Zi's chief financial officer Dale Kearns for a review of the financial results.
For the three months ending June 30, Zi posted a rather modest loss of approximately $181,000 on revenues of $3.15-million, nudging its loss through the first six months of the year to approximately $1.7-million and its accumulated deficit to more than $93.6-million.
Zi's quarterly revenue dropped approximately 8 per cent from the same period last year, due in part to a continued decline in revenue from two large customers generating 57 per cent less money than last year.
Setting aside the decline from the two unidentified large customers, Mr. Kearns reported that Zi's royalty revenue from its other customers increased by 32 per cent over the previous year.
At least part of Zi's quarterly loss is attributable to a $250,000 impairment charge for a loan made in April to Magic Lantern. The impaired loan to Magic Lantern was made after Zi took a $2.2-million charge in 2004 on another Magic Lantern note.
The relatively modest $181,000 loss for the quarter would have been closer to $1.6-million, if not for a gain of $1.4-million recorded as a result of the settlement of litigation with Zi's former legal counsel.
At the end of the second quarter, Zi reported cash and cash equivalents of approximately $13.1-million. According to Mr. Kearns, that amount had increased to approximately $14-million as of Aug. 12.
After running through the numbers, Mr. Kearns passed the baton to Zi's chief operating officer, Milos Djokovic.
Mr. Djokovic, who was recruited by former president and chief executive officer Mr. Donnell, is responsible for sales, marketing, engineering and business development.
Upon his introduction, Mr. Djokovic underscored that he shared the sense of optimism expressed by both Mr. Lobsinger and Mr. Kearns.
"I'm bringing that sense to my focus here at Zi, which is now entirely on product strategy, sales and marketing," Mr. Djokovic said.
"Our basic challenge is to continue to expand our portfolio of products and provide a larger suite of software to phone manufacturers," he continued. "We have a vision to become a multiproduct company to win the kind of global deals we are pursuing and we are well on our way towards that goal."
According to Mr. Djokovic, the acquisition of Decuma during the first quarter was an important step, with the handwriting recognition product differentiating Zi from its competitors.
Mr. Djokovic is also enthusiastic about Qix and Zi's accelerated market strategy for the product.
Among other things, Mr. Djokovic says that Zi will be working to expand and deepen its relationships with the top phone manufacturers.
"The contracts we enjoy today are important first steps and we believe that we are moving towards more global contracts that will translate into significant increases in revenue," Mr. Djokovic said. "That's where I'm focused and we're already making progress towards this goal."
While not identified, Mr. Djokovic now has a new head of European sales, a new North American sales leader and a new head of carrier development to help Zi meet its objectives.
"These are all people who are knowledgeable experts in our industry and are excited and motivated about the opportunities before us," Mr. Djokovic said.
Before opening the conference call up to questions, Mr. Lobsinger remarked that there had been significant changes within the company since the last quarterly call.
"I would like to take this opportunity to thank Mike Donnell for his contribution to Zi," Mr. Lobsinger said, offering the company's first belated public farewell to its former president and chief executive officer. "Mike spent almost two years at Zi and fostered a spirit of innovation."
A short time later, the Zi executives took questions from several callers.
In contrast to some of the love-ins of yesteryear that featured callers like Mr. Lauer and Mr. Cowen who prefaced their gentle lobs with upbeat prattle, several of the Aug. 12 callers posed some very specific questions regarding the financial results, most of which were aptly fielded by Mr. Kearns. Mr. Djokovic picked up a number of questions relating to product development and marketing.
Following the questions, Mr. Lobsinger provided the wrap.
"Before we sign off, I'd like to thank our entire team at Zi for their enthusiastic commitment to building Zi into a growing and profitable company," Mr. Lobsinger said. "We remain confident that with our current financial resources, existing market-leading suite of products and the exciting array of new products about to enter the market, Zi will exit 2005 with year-over-year increases in revenue and profitability and that over time our shareholders will be rewarded for their ongoing commitment to Zi."
Since the conference call and the release of the second-quarter results on Aug. 12, Zi has shed 39 cents in U.S. trading, closing at $2.57 on Aug. 16.
In trading on the Toronto Stock Exchange, Zi is similarly off 39 Canadian cents since Aug. 12, closing at $3.06 (Canadian) on Aug. 16.
Comments regarding this article may be sent to firstname.lastname@example.org.
(More information regarding Zi Corp. is available in Stockwatch articles published on Aug. 6, 11, 12, 13, 18 and 22; Sept. 5, 8, 11, 12, 15, 17 and 26; Oct. 8, 2003; June 14, 2004; June 8, 16, and 28; July 8 and 11; and Aug. 2, 2005. Additional information regarding the Lancer Group and associated companies is available in Stockwatch articles under the symbol *SEC published on July, 15; Aug. 11, 12, and 22; Sept. 3, 8, 11 and 12, 2003; Jan. 7 and 30; and June 11, 2004.)
Reader Comments - Comments are open and unmoderated, although libelous remarks may be deleted. Opinions expressed do not necessarily reflect the views of Stockwatch.
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|To: scion who wrote (15599)||8/17/2005 3:13:12 PM|
|Patrick Lochrie - |
REALITY WRLSS NTWRKS INC
Amenni LLC in Ft Lauderdale have agreed to merge with our US Distributor Bioceutics Inc Of Orlando Florida. The Merged Company will be Amenni Inc based at 110 East Broward Blvd Ste 1700 Ft Lauderdale FL 33301
Mr Lochrie will be President and CEO Mr Michael J O'Donnell will be Secretary.
Amenni Inc are in negotiations with Nannaco Inc with a view to merging both companies.
Nannaco Inc is a publicly traded company NNNC.OB
Our Operating Divisions
CFO Investments - Future and Options Trading and Advice
15 Stratton Street, Mayfair, London W1J 8LQ, England email@example.com
CFO PreciousMetals - Gold, Platinum, Silver and precious Stones trading and advice
Driekoenigstrasse 31A, 8002 Zurich, Switzerland firstname.lastname@example.org
CFO Britannia - Property Development and Entertainment.
Currently relocating to Florida in the US email@example.com
owner: P Lochrie
organization: CFO Investments Limited
postal-code: 8002 Zurich
fax: 41 1 274 2420
created: 2000-12-08 16:41:00 UTC
modified: 2005-03-05 01:38:56 UTC
expires: 2010-12-08 16:41:00 UTC
source: joker.com live whois service
NOTICE IS HEREBY GIVEN PURSUANT TO SECTION 12(3) OF THE COMPANIES (AMENDMENT) ACT, 1982 AS
AMENDED BY SECTION 46 OF THE COMPANIES (AMENDMENT) (NO. 2) ACT, 1999 THAT THE NAMES OF THE
FOLLOWING COMPANIES WERE STRUCK OFF THE REGISTER ON THE DATE SET OUT ON THE ATTACHED LIST,
AND THE COMPANIES ARE HEREBY DISSOLVED.
249195 CFO INVESTMENTS LIMITED 21-NOV-04
owner: P Lochrie
organization: CFO Investments Limited
postal-code: 8002 Zurich
fax: 41 1 274 2420
CFO Group are pleased to announce that we are currently looking in the South Florida region in the US to expand our entertainment business and Kings Club Brand to compliment our business in Zurich and London.
15 STRATTON STREET
Company No. 04879516
Date of Incorporation: 27/08/2003
Country of Origin: United Kingdom
Company Type: Private Limited Company
Nature of Business (SIC(03)):
7415 - Holding companies including head offices
Accounting Reference Date: 30/09
Last Accounts Made Up To: (NONE AVAILABLE)
Next Accounts Due: 27/06/2005 OVERDUE
Last Return Made Up To: 19/05/2005
Next Return Due: 16/06/2006
Last Members List: 19/05/2005
No previous name information has been recorded over the last 20 years.
LAH Consulting Limited
15 Stratton Street
London W1J 8LQ
+44 20 7900 1508
Due diligence includes the following and can be provided in North & South America, the Caribbean, Russia, Eastern & Western Europe, Asia and most parts of Africa
Relevant media history
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Whilst we pride ourselves that each assignment receives both a professional and personal service there are cases that, due to their size or complexity, require a uniquely tailored approach drawing on the company's full resources and varied range of expertise. The projects we have undertaken demand and receive total discretion and confidentiality with our involvement in many of today's high profile cases being known only by those who instruct us. Our clients have included governmental agencies, banks, financial institutions, regulatory authorities, law firms, professional advisors and multi-national corporations.
These projects are headed at director level working in close co-operation with our client and their advisors providing expert assistance in any matter, no matter how difficult or contentious they may be. Our involvement enables our clients to make tactical and strategic decisions vital to business development, profitability and perhaps, in extreme circumstances, their very existence.
The problems faced by our clients are always unique and generalizations are difficult. Our approach is always tailored to each assignment, its specific requirements and objectives. Special Investigations encompasses projects ranging from hostile mergers and acquisitions, where we have acted in both offensive and defensive roles, major financial frauds and support with complex litigation. In all instances we complement our involvement with extensive in-house research capabilities incorporating both our own bespoke systems and national and international databases.
In essence, LAH Consulting can provide the expert assistance needed in any matter - however difficult or contentious.
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|To: Francois Goelo who wrote (10156)||8/17/2005 3:29:48 PM|
|SEC upholds lifetime ban over Mitton's H&R trading|
2005-08-17 14:42 ET - Street Wire
Also Street Wire (C-*BCSC) BC Securities Commission
by Stockwatch Business Reporter
Florida broker Robert J. Prager, flying to New York on Sept. 26, 1997, apparently realized he had done something really wrong. The broker was on his way to answer for hundreds of thousands of shares he apparently sold to Vancouver brokerage Wolverton Securities Ltd. that failed to clear.
The shares, as it turned out, were part of the H&R Enterprises Inc. scheme, the 1997 stock fraud perpetrated by Vancouver's very own con man Michael Mitton and Florida stock tout David S. Heredia.
Seven years after that flight the NASD barred Mr. Prager from the securities industry for life for his part in the H&R scheme. His employer, Saperston Financial, went out of business over the fiasco.
Mr. Prager's version of events, however, did not surface until he pleaded with the U.S. Securities and Exchange Commission this summer to overturn the lifetime ban.
The ban stays
The SEC upheld the NASD ban. The regulator said Mr. Prager's conduct in the H&R scam was "extremely reckless." The H&R scheme, although developed by known fraudster Mr. Mitton and his Florida sidekick Mr. Heredia, was boosted by Mr. Prager's help, according to the SEC.
Mr. Heredia recruited Mr. Prager on Aug. 6, 1997, offering to pay him a three-cent commission for buying H&R and selling to specific accounts at other firms. The trading started off relatively small, with Mr. Prager buying blocks of less than 25,000 shares from Aug. 6, 1997, to Sept. 19, 1997.
H&R, which traded on the OTC Bulletin Board as a shell, steadily rose as Mr. Prager filled Mr. Heredia's buy orders, according to the decision.
"The trading that occurred between September 22 and 24, 1997, caused the inside bid price for H&R stock to soar from $2.21 to $6.09 per share, an increase of almost 175 per cent," the SEC said in its decision. (All figures are in U.S. dollars.)
The SEC said Mr. Prager was responsible for over half of the upticks on those days.
Wolverton discussed over dinner
According to the SEC, on Sept. 19, 1997, exactly one week before Mr. Prager was hauled up on the carpet in New York, Mr. Heredia apparently mentioned Wolverton to Mr. Prager for the first time. The pair were discussing business over dinner on a Friday night in Orlando.
"Heredia ... told Prager that he represented a $50 million institutional account at Wolverton Securities, Ltd., a Canadian firm, and that he would be directing Prager to make large purchases of H&R stock for the account in the coming week," the SEC said.
As it turns out, those large purchases doomed Mr. Prager's employer. The buying began within days of the Friday dinner.
"On Tuesday, September 23, 1997, at Heredia's direction, Prager bought more than one million shares of H&R stock from various broker-dealers," the SEC said.
The next day, Sept. 24, Mr. Heredia apparently instructed Mr. Prager to buy over five million shares, and to sell at least some of those shares to Wolverton. Mr. Prager did his best to fill the large order, substantially bidding up H&R in the process.
"The stock opened at $3.56 and closed at $6.09 [that day]," the SEC says.
The vicious circle
That was, however, where Mr. Prager and his employer's troubles first surfaced, according to the SEC. It seems the trades Mr. Prager negotiated with Wolverton and another brokerage used by Mr. Heredia, Equitrade Securities Corp., were having problems clearing.
"Prager learned that Equitrade and Wolverton were refusing to accept purchases of some 3.2 million shares of H&R stock from Saperston," the SEC says.
"On Friday morning, September 26, 1997, Saperston's back office informed Prager that 1.3 of the two million shares of H&R stock sold to Wolverton on September 24, 1997, still had not compared," the SEC said. "Prager was instructed to fly to Buffalo that evening to meet with officials of Saperston and its clearing firm," the SEC added.
The market for H&R collapsed shortly thereafter, leaving Saperston with a $9-million loss it could not absorb. The brokerage closed its doors the next business day, and its clearing firm was obligated to cover the loss.
Mr. Prager, in his defence, testified he did not realize H&R was being traded in a "circular nature" until he was flying to Buffalo to answer for what happened. He said his part in the circle involved buying from a brokerage named Hill Thompson and selling to Wolverton.
"We're buying [H&R stock] from Hill [Thompson], you know. It's a lot of stock. Where's Hill [Thompson] getting the stock from? They're getting it from Wolverton ... And then we're selling to Wolverton who is selling to Hill [Thompson] who is selling to us and so on and so on," Mr. Prager testified.
The SEC, in denying Mr. Prager's request to be reinstated, said he should have realized something fishy was going on.
"As Prager acknowledged, the circular trading in H&R stock was a 'red flag' that he should have heeded," the SEC admonished.
Wolverton was not accused of any wrongdoing in the H&R scheme.
James Alexander remains suspended
The SEC, in the same decision, also declined to overturn an earlier NASD decision suspending James Alexander, president of Los Angeles brokerage J. Alexander Securities Inc., for two years.
The NASD suspended Mr. Alexander last summer for failing to properly supervise one of his Florida brokers who played a smaller role in the H&R scheme.
Citing Mr. Alexander's "substantial disciplinary history," the SEC said the NASD was proper in barring the 70-year-old broker.
"Alexander, through his supervisory failures, allowed [his employee] to participate in an extensive market manipulation," the SEC said.
(Coincidentally, Mr. Alexander's firm was used in an unrelated SEC case earlier this year involving Vancouver brokerage Research Capital Corp. In that case, the SEC said former Colorado broker Jeffrey Hayden made a series of wash trades between accounts he controlled at Research Capital and J. Alexander Securities.
J. Alexander Securities also turned up in the case of disbarred securities lawyer Thomas Eck. In that case the SEC said Mr. Eck used J. Alexander Securities and Vancouver firm Union Securities Ltd. as unknowing conduits in the M&A West Inc. pump-and-dump.
There was no indication any of the brokerages used by Mr. Eck or Mr. Hayden knew anything was amiss, and none of them were accused of any wrongdoing.)
Michael Mitton could face lifetime ban
Mr. Mitton, the Canadian who perpetrated the H&R scheme, is currently subject to a 20-year trading ban in B.C. handed down by the B.C. Securities Commission in 1988. In light of Mr. Mitton's failure to abide by the ban, the BCSC is considering making the ban permanent, although it is not clear such a ban would make much difference to Mr. Mitton.
Mr. Mitton, who has over 100 criminal convictions to his name, made headlines in 2000 when he was jailed for four years for violating the BCSC's 20-year ban.
Reader Comments - Comments are open and unmoderated, although libelous remarks may be deleted. Opinions expressed do not necessarily reflect the views of Stockwatch.
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