|To: Capitalizer who started this subject||8/15/2002 6:35:59 PM|
|Talking about Valentine here. Remember he had ASTN buy shares in jagfn then they got jnot shares then...|
15. U.S. v. Paul D. Lemmon and Mark Valentine, Case No.
On May 14, 2002, a federal grand jury returned an Indictment charging Paul D. Lemmon and Mark Valentine with one count of wire, mail and securities fraud conspiracy, in violation of 18 U.S.C. § 371, and two counts of securities fraud, in violation of 15 U.S.C. § 78j(b) and 17 C.F.R. § 240.10b-5. Lemmon was the founder and Managing Director of Voyager Group, Ltd., a financial services company based in Bermuda. Valentine was the Chairman of Thomson Kernaghan & Co., a securities broker-dealer based in Toronto, Canada. Valentine is also alleged to have owned and controlled a majority of the stock of C-Me-Run, Inc. ("CMER"), SoftQuad Software Ltd. ("SXML"), and JagNotes.com, Inc. ("JNOT"), three companies the stock of which was publicly traded on the over-the-counter market. The Indictment charges that Lemmon and Valentine conspired to sell CMER, SXML and JNOT stock to the Fund for a total of $29.4 million in return for their payment of an undisclosed kickback of $7.8 million to the FBI UCA and others. In addition, the Indictment charges that Lemon and Valentine were to cause securities brokers to receive undisclosed kickbacks in return for their helping to manipulate the market prices of CMER, SXML and JNOT stock by selling the stock to their unsuspecting clients. If convicted, the maximum, statutory term of imprisonment is 5 years for conspiracy to commit wire/mail/securities fraud, wire fraud, and mail fraud, respectively, and 10 years for securities fraud.
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|To: mmmary who wrote (4419)||8/19/2002 3:48:45 PM|
|MARK VALENTINE: GO DIRECTLY TO JAIL|
The long-arm of the FBI has reached out and grabbed Mark Valentine. Valentine was arrested at the Frankfurt, Germany airport on August 14th; the result of a two-year investigation by U.S. and Canadian law enforcement agencies.
The arrest marks the latest dark chapter for Valentine, whose securities license recently was suspended by the Ontario Securities Commission (OSC). The OSC is examining Valentine’s conduct while serving as Chairman of Canadian brokerage house, See Thomson Kernaghan & Co. Ltd.– Not Exactly Valentine’s Day; and Thomson Kernaghan & Co. Ltd. – Time To Giddy Up and Go.
Stock Patrol started asking questions about those activities in January 2001, when we first noticed that Valentine’s firm, Thomson Kernaghan, had been receiving millions upon millions of shares of Infotopia, Inc. at a deep discount. Those shares were quickly registered, putting Thomson Kernaghan in a position to dump them while Infotopia was projecting profits that were largely illusory, and acquisitions that never came to pass. See Infotopia – Bye Bye Shares.
Now Valentine is facing the possibility of a lengthy jail term as was one of 58 defendants charged in the FBI’s sting operation - dubbed “Bermuda Short.” Other named defendants included stockbrokers, promoters and public companies.
Prosecutors say that the “corporate terrorists” participated in fraudulent schemes – set up by the FBI - involving the sale of $200 million in securities of twenty three publicly traded companies. According to the United States Attorneys Office, no members of the public lost money because the schemes were carefully controlled by the government.
The charges stemmed from two separate, but related, operations. In the first, an FBI agent posed as a trader for a fictitious foreign mutual fund. Using that guise he enticed corporate executives and stockbrokers to sell him large blocks of stock at above-market prices, resulting in huge profits for the sellers. In return, the sellers agreed to pay secret kickbacks to the agent.
In a second scheme, an FBI agent and a member of the Royal Canadian Mounted Police posed as members of a Columbian drug cartel who wanted to launder drug money. They convinced several of the defendants to launder a total of $1.4 million.
The charges against Valentine, and others (including Paul Lemon and Andrew Proctor, directors of Voyager Group, Inc, a Bermuda-based financial services firm) involved a scheme to dump shares of three OTC Bulletin Board companies that Valentine allegedly controlled: C-Me-Run Inc., SoftQuad Software Ltd. and JagNotes.
Authorities say that Valentine and Lemon conspired to sell $29.4 million worth of stock in those three companies through the FBI’s phony mutual fund trader, agreeing to pay kickbacks of $7.8 million to the trader, and his colleagues.
Infotopia investors already are familiar with JagNotes. Valentine and Thomson Kernaghan managed to steer funds toward JagNotes by arranging for Infotopia to purchase “airtime” for its infomercials on that Company’s marginally existent financial news network.
According to the criminal complaint, Valentine and other defendants also persuaded stockbrokers to manipulate stock prices by convincing their customers to buy securities. Those stockbrokers were promised kickbacks in return for their efforts.
U.S. officials intend to move forward with efforts to extradite Valentine. This time his trip is not likely to end at the Frankfurt airport. (8/19/2002)
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|To: Capitalizer who started this subject||9/18/2002 1:32:25 PM|
|10 to 1 TO 30 to 1 stock split approved, WOW|
The stockholders also approved Ashton's 2002 Stock Option Plan and authorized Ashton's board to consider and implement a reverse split of Ashton's common stock in a conversion ratio of 10-for-1 or 30-for-1, or in any ratio between.
PR out today
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|To: Capitalizer who started this subject||9/27/2002 5:22:59 PM|
|Ashton Technology Group Announces Key Accomplishments: Surpasses Operating Plan Expectations |
PHILADELPHIA, Sep 12, 2002 (BUSINESS WIRE) -- The Ashton Technology Group, Inc. (OTCBB:ASTN) today announced significant business developments since the company's finalization of its new business model last May.
"We are executing successfully against our business plan. The plan projects operating on a break-even basis in the second quarter of the company's fiscal year 2003 and our progress to date is encouraging," said Robert Warshaw, Ashton's acting CEO. "Since the strategic investment was completed on May 7, 2002, we have maintained the average revenue per share and average cost of trading built into our business plan and we are excited to announce that we are ahead of plan in revenue-related areas including, but not limited to, total volume and average monthly volume traded."
Warshaw added that Ashton has outpaced its business plan in other key areas, including sales, trading profitability, product enhancements, branding and technology.
Since May 7, 2002, Ashton's subsidiary, Croix Securities, has surpassed monthly volume projections in four consecutive months. Average order size, average monthly orders per customer, number of trading days and number of new accounts traded have all increased month over month. Since May 7, 2002, every trade accepted and executed by Croix Securities has been profitable--meaning commissions received have been greater than the combination of execution costs, clearing and settlement costs and fees paid to Ashton's liquidity providers.
In terms of branding, Ashton is ahead of schedule for the launch of its new identity, which will encompass all communications for both the parent company and its broker/dealer subsidiaries.
Also completed ahead of schedule was the successful integration and launch of the company's technology and trading algorithms--optimizing the allocation of orders to Ashton's liquidity sources and executing proprietary trades electronically.
Ashton has taken, and continues to take, a broad set of steps to reduce the operating expenses of the company. This has included employee reduction, substantive pay-cuts (averaging 10% at all levels of the company) and a restructuring of sales force compensation to be largely driven by trading volumes. The company continues to work with the Philadelphia Stock Exchange to determine the long-term viability of the eVWAP facility, which Ashton expects to resolve in the fourth quarter of 2002.
Finally, Ashton reaffirmed its plan to announce the hiring of a permanent CEO in the fourth quarter of fiscal 2002. "We are confident that we will identify and hire an executive who brings substantial customer relationships, proven broker-dealer experience and a vision of how technology will continue to revolutionize trade execution," added Trevor Price, President and COO of The Ashton Technology Group.
The Ashton Technology Group, Inc. is headquartered in Philadelphia with offices in New York and Chicago. Ashton and its subsidiaries provide electronic trading solutions to institutional investors and broker-dealers that reduce market impact and lower transaction costs, resulting in superior trading execution. Ashton trades under the symbol ASTN.OB.
CONTACT: Ashton Technology Group, Inc., Philadelphia Media Relations Paul Shapiro, 215/789-3320 firstname.lastname@example.org or Ashton Technology Group, Inc. Investor Relations Julian Willis, 215/789-3317 email@example.com
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|To: Capitalizer who started this subject||9/27/2002 5:23:58 PM|
|Ashton Technology Group Elects New Board of Directors |
PHILADELPHIA, Sep 18, 2002 (BUSINESS WIRE) -- Ashton Technology Group, Inc. (OTCBB:ASTN), elected Carmine F. Adimando and William A. Lupien as new directors of the board and seven others were re-elected during the company's annual shareholders meeting.
The two new directors are:
Carmine F. Adimando is the chairman and president of CARMCO Investments and also a principal with Redstone Capital Partners. Previously, Adimando held various executive positions with Pitney Bowes Inc. from 1979 through 1996, including vice president of finance, treasurer, chief financial officer and president of Pitney Bowes International Holdings, Inc.
William A. Lupien is currently chairman of OptiMark Holdings, Inc. Previously, he served as a specialist on the equity-trading floor of the Pacific Exchange for 17 years. From 1983 to 1988, Lupien served as president, then chairman and chief executive officer, of Instinet Corporation.
The other directors who were re-elected include:
Donald E. Nickelson, vice-chairman and director of Harbour Group Industries Inc; Robert J. Warshaw, Ashton's acting chief executive officer; James R. Boris, chairman of JB Capital Management, LLC; Ronald D. Fisher, vice chairman of SOFTBANK Holdings Inc; Jonathan F. Foster, managing director at The Cypress Group; Roy S. Neff, chief executive officer of BarterSecurities, Inc.; and Fred S. Weingard, vice president and chief technology officer of Ashton.
The stockholders also approved Ashton's 2002 Stock Option Plan and authorized Ashton's board to consider and implement a reverse split of Ashton's common stock in a conversion ratio of 10-for-1 or 30-for-1, or in any ratio between. The latter board action, if taken, must be made by October 30, 2002.
The Ashton Technology Group, Inc. is headquartered in Philadelphia with offices in New York and Chicago. Ashton and its subsidiaries provide electronic trading solutions to institutional investors and broker-dealers that reduce market impact and lower transaction costs, resulting in superior trade execution. Ashton trades under the symbol ASTN.OB.
CONTACT: Ashton Technology Group, Inc., Philadelphia Media Relations: Paul Shapiro, 215/789-3320 firstname.lastname@example.org or Investor Relations: Julian Willis, 215/789-3317 email@example.com
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|To: Capitalizer who started this subject||9/27/2002 5:56:22 PM|
|jmhollen will tout any scammy company that I out|
what a life, following me around from scammy stock to scammy stock, from SI to RB ...
Unpaid dd on ASTN mary.cc nice history of scamminess, mob relations, stock promoters sued by the SEC for fraud, directors arrested for money laundering...
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|To: Capitalizer who started this subject||10/1/2002 3:11:16 PM|
|New SEC filing, selling 44M shares|
This prospectus relates to the sale of up to 44,164,274 shares of common stock of The Ashton Technology Group, Inc. offered by the selling stockholders listed on page 14 of this prospectus. The selling stockholders may, from time to time, sell any or all of their shares of common stock on any stock exchange, market, national quotation system or trading facility on which the shares are traded, in private transactions, through the writing of options on the shares, or through a combination of such methods of sale, or such other methods as are described under the plan of distribution on page 17 of this prospectus, at fixed prices that may be changed, at market prices prevailing at the time of sale, at prices relating to such prevailing market prices or at negotiated prices.
We will not receive any of the proceeds from the sale of the shares by the selling stockholders. Our common stock is quoted on the OTC Bulletin Board under the symbol "ASTN.OB". The closing price of our common stock on September 27, 2002, was $0.05 per share.
Investing in our common stock involves a high degree of risk. You should carefully consider the matters in the "Risk Factors" section, beginning on page 4.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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|To: mmmary who wrote (4427)||10/1/2002 7:20:06 PM|
|Beneficial Ownership of Selling Stockholders|
The following table sets forth information regarding shares of our common
stock beneficially owned by the selling stockholders as of September 30, 2002,
based on information provided to us by the selling stockholders. Beneficial
ownership is determined in accordance with SEC rules and generally indicates
that a person holds voting or investment power with respect to securities.
Shares of common stock that are issuable upon the exercise of outstanding
options, warrants or other purchase rights, to the extent exercisable within 60
days of September 30, 2002, are treated as outstanding for purposes of computing
each selling stockholder's percentage ownership of outstanding shares of common
Beneficial Ownership of Number of shares Ownership
Common Stock Prior to the to be sold under of Common Stock
Offering this Prospectus After the Offering (1)
------------------- ------------ ------------------- ---------- -- -------------
Number of Shares Percent of Number Percent of
Name Class(2) of Shares Class(2)
---------------------------- ------------------- ------------ ------------------- ---------- -------------
Holdings Limited (3) 29,489,274 4.26% 30,489,274 0 *
HK Weaver Group
Limited (4) 11,000,000 1.59% 12,000,000 0 *
Investors, LDC 4,700,720 0.68% 9,000,000 200,720 *
Fredric W. Rittereiser 4,513,500 0.65% 4,000,000 513,500 0.07%
Arthur J. Bacci 286,100 0.04% 275,000 11,100 *
Matthew J. Saltzman 400,000 0.06% 400,000 0 *
(1) Assuming the sale by each selling stockholder of all of the shares of
common stock offered hereunder by such selling stockholder. There can be
no assurance that any of the shares offered hereby will be sold.
(2) The percentages have been computed assuming the number of shares of
common stock outstanding equals the sum of (a) 691,674,817, which is the
number of shares of common stock actually outstanding on September 30,
2002, and (b) shares of common stock subject to warrants, options and
similar securities exercisable to purchase common stock within 60 days by
the selling stockholder with respect to which such percentage is
(3) Includes 12,000,000 shares owned by HK Weaver.
(4) Kingsway Securities Holdings Limited has sole voting or investment power
with respect to HK Weaver.
* Less than 0.01%
Kingsway Securities Holdings Limited and HK Weaver Group Limited
HK Weaver Group, Limited, a British Virgin Islands company (HK Weaver),
is our joint venture partner in Kingsway-Ashton Asia, Limited. HK Weaver is also
a holding company and a subsidiary of Kingsway International Holdings Limited, a
Bermuda company. Kingsway Securities Holdings Limited, a British Virgin Islands
company, is also a subsidiary of Kingsway International Holdings.
On January 30, 2002, HK Weaver agreed to lend us up to $500,000 under a
bridge loan agreement, which agreement was amended on April 29, 2002. The bridge
loan was repayable on the earliest to occur of (i) May 6, 2002, (ii) closing of
Innovations' purchase of our common stock, or (iii) default under the bridge
loan. $250,000 of the loan amount was repayable through our mandatory issuance
of 5 million shares of common stock, and the remaining $250,000 was either
convertible into an additional 5 million shares of our common stock or repayable
in cash, at the option of HK Weaver. We drew a total of $500,000 on the bridge
loan during February 2002. On May 7, 2002, HK Weaver converted the entire
$500,000 note into 10 million shares of our common stock. In connection with the
bridge loan agreement, we granted HK Weaver a three-year option to purchase two
million shares of our common stock at an exercise price equal to the price per
share to be paid by Innovations upon closing of the securities purchase
agreement between Ashton and Innovations, or $0.0448. The options vest in
quarterly installments of 500,000 each, beginning on August 7, 2002.
Pursuant to the terms of a stock purchase agreement, dated as of January
12, 2000, by and among HK Weaver, Ashton, and UTTC, an Ashton subsidiary, HK
Weaver acquired beneficial ownership of 123,240 shares of UTTC's Series KW
preferred stock in a private placement, for an aggregate purchase price of
$3,000,000. HK Weaver subsequently transferred ownership of the Series KW
preferred stock to Kingsway Securities Holdings Limited. In accordance with the
terms of the Series KW preferred, since UTTC had not completed an initial public
offering by December 31, 2001, 41,080 shares of the Series KW preferred was
convertible into 3.477 shares each of Ashton common stock, and 82,160 shares of
the Series KW preferred was convertible at the liquidation value divided by the
average closing price of Ashton common stock for the twenty trading days
preceding conversion. On December 12, 2001, all 123,240 shares of the Series KW
preferred were converted into 18,489,274 shares of Ashton common stock.
On May 3, 2002, we entered into a registration rights agreement with HK
Weaver and Kingsway Securities Holdings Limited, whereby we agreed to register
the 18,489,274 shares of Ashton common stock owned by Kingsway Security Holdings
Limited and the 10 million shares of Ashton common stock issued to HK Weaver
upon conversion of the bridge loan. We also agreed, pursuant to the bridge loan
agreement, to register the 2 million shares issuable upon conversion of the
option issued to HK Weaver.
RGC International Investors, LDC
On April 11, 2002, we entered into a securities exchange agreement with
RGC International Investors, LDC, a Cayman Islands limited duration company
(RGC), pursuant to which RGC exchanged its 9% secured convertible note in the
original principal amount of approximately $5.1 million for a four-year, 7.5%
non-convertible zero-coupon senior secured note in the principal amount of
approximately $4.75 million (the Exchange Note) and a five-year warrant to
purchase 9 million shares of our common stock at an exercise price of $0.0448
per share. The Exchange Note is secured by a blanket, first priority lien on all
of our assets (excluding certain
intellectual property assets given as consideration to us as part of the
transactions with Innovations).
We may redeem the Exchange Note at any time, in whole but not in part,
for an amount equal to: 30% of the principal amount thereof plus all accrued and
unpaid interest in year one; 53.3% of the principal amount thereof plus all
accrued and unpaid interest in year two; 76.6% of the principal amount thereof
plus all accrued and unpaid interest in year three; and 100% of the principal
amount thereof plus all accrued and unpaid interest thereafter.
The warrant becomes exercisable as to 2,250,000 shares on each of the
90/th/ day, the 180/th/ day and the 270/th/ day after the date of the warrant
and becomes exercisable in full on the 360/th/ day after the date of the
warrant. In addition the warrant becomes immediately exercisable in full in the
event we experience a change of control, as such term is defined in the warrant.
In no event, however, is RGC entitled to exercise and purchase a number of
shares of our common stock which would result in RGC's beneficially owning more
than 4.9% of the outstanding shares of our common stock. The warrant includes
standard anti-dilution provisions pursuant to which the exercise price and
number of shares issuable thereunder are adjusted proportionately in the event
of a stock split, reverse stock split, stock dividend, recapitalization or
On May 3, 2002, we entered into a registration rights agreement with RGC,
whereby, under certain circumstances, we agreed to register the 9 million shares
issuable upon exercise of the warrant. The shares that may be offered pursuant
to this prospectus include the 9 million shares of common stock issuable upon
exercise of the warrant.
Fredric W. Rittereiser
On April 15, 2002, we entered into a separation agreement with our former
Chief Executive Officer, Frederic W. Rittereiser that became effective on May 7,
2002. As consideration for Mr. Rittereiser's resignation, release of claims and
on-going non-solicitation, non-competition and non-disclosure obligations, Mr.
Rittereiser received: (i) a $100,000 cash payment, (ii) expenses incurred by Mr.
Rittereiser from January 18, 2002 through May 7, 2002 totaling $6,000 and (iii)
4 million shares of our common stock to be registered on the first registration
statement we file within 60 days of the effective date. According to the terms
of the separation agreement, Mr. Rittereiser would also receive (i) a $50,000
payment within one year of the effective date and (ii) healthcare insurance paid
by us for one year following the effective date. On July 3, 2002, we paid the
final $50,000 payment to Mr. Rittereiser, and we and Mr. Rittereiser agreed to
amend the separation agreement to extend the 60-day deadline for filing a
registration statement to register the resale of his shares to September 30,
2002. The shares that may be offered pursuant to this prospectus include the 4
million shares of common stock issued to Mr. Rittereiser.
Arthur J. Bacci
On January 7, 2002, we entered into a consulting agreement with Arthur J.
Bacci, the former President and Chief Operating Officer, and a former director,
of Ashton. In consideration for his services in the negotiation of definitive
purchase agreements with Innovations, we paid Mr. Bacci a cash payment of
$10,000 and Mr. Bacci's medical coverage through April 1, 2002. Further, on June
13, 2002, we agreed to issue 275,000 shares of common stock to Mr. Bacci in
connection with his services in the Innovations transaction. We did not grant
Mr. Bacci contractual registration rights with respect to these shares, however
we agreed to include the resale of his shares in this registration statement.
The shares that may be offered pursuant to this prospectus include the 275,000
shares of common stock issued to Mr. Bacci.
On April 30, 2002, we entered into a final settlement agreement with
Matthew Saltzman, the former President of our subsidiary, Electronic Market
Center, Inc., in connection with an arbitration award granted to Mr. Saltzman by
the American Arbitration Association. Pursuant to the terms of the settlement,
we: (i) paid Mr. Saltzman an aggregate of $150,000 in cash; (ii) are obligated
to pay Mr. Saltzman an additional $50,000 in cash, together with interest
accrued thereon from January 30, 2002 at an annual rate of 9%, on or before May
7, 2003; and (iii) issued 400,000 shares of our common stock to Mr. Saltzman.
For such consideration, Mr. Saltzman executed a release and waiver of all claims
against Ashton, including, without limitation, claims in connection with the
arbitration. As part of the final settlement agreement with Mr. Saltzman, we
agreed to register the 400,000 shares of common stock we issued to him on our
next registration statement. The shares that may be offered pursuant to this
prospectus include the 400,000 shares of common stock issued to Mr. Saltzman.
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