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    <title>Sharesleuth.com</title>
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    <id>tag:sharesleuth.com,2008-07-16://1</id>
    <updated>2009-06-23T16:35:33Z</updated>
    
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<entry>
    <title>Online music company has silent partner</title>
    <link rel="alternate" type="text/html" href="http://sharesleuth.com/09/06/106/pure-play-music-regis-possino/" />
    <id>tag:sharesleuth.com,2009://1.106</id>

    <published>2009-06-23T03:29:20Z</published>
    <updated>2009-06-23T16:35:33Z</updated>

    <summary>Pure Play Music, a company that says it promotes unsigned artists, has ties to a disbarred California lawyer and convicted felon.</summary>
    <author>
        <name>Justin McLachlan</name>
        
    </author>
    
        <category term="Short Takes" scheme="http://www.sixapart.com/ns/types#category" />
    
    <category term="alexgrange" label="Alex Grange" scheme="http://www.sixapart.com/ns/types#tag" />
    <category term="pureplaymusic" label="Pure Play Music" scheme="http://www.sixapart.com/ns/types#tag" />
    <category term="regispossino" label="Regis Possino" scheme="http://www.sixapart.com/ns/types#tag" />
    
    <content type="html" xml:lang="en" xml:base="http://sharesleuth.com/">
        <![CDATA[When Pure Play Music Ltd. (Pink Sheets; PPML.PK) went public through a reverse merger last summer, one of its financial backers managed to turn a $291,000 loan into Pure Play stock with a current market value of $14.5 million.&nbsp;<div><br /></div><div>Though <a href="http://finance.yahoo.com/q/sec?s=ppml.pk">Pure Play's Securities and Exchange Commission filings</a> don't disclose the identity of the party or parties that got those shares, documents do provide some clues.

In 2007, Pure Play's predecessor company -- Latin Television Inc. -- was on the verge of collapse. It had no revenue, almost no cash and more than $4 million in accumulated losses.&nbsp;</div><div><br /></div><div>It turned to Cohiba Partners Inc., securing what it called "essential" funds to cover operating expenses.

Cohiba Partners is a Santa Monica, Calif., company with close ties to Regis M. Possino, a two-time felon and disbarred attorney who has provided financing to numerous penny stock companies.&nbsp;</div><div><br /></div><div><br /></div><div><b>LOAN REPAID WITH SHARES&nbsp;</b></div><div><br /></div><div>In return for the cash advances, <a href="http://yahoo.brand.edgar-online.com/displayfilinginfo.aspx?FilingID=6188952-22067-28719&amp;type=sect&amp;dcn=0001019687-08-004484">Latin Television issued Cohiba a note</a> that the company, or its assignees, could convert into stock at a penny a share. When Latin Television morphed into Pure Play last July, Cohiba Partners converted the roughly $291,000 in principal and interest on the note into 29.1 million shares of Pure Play stock.&nbsp;</div><div><br /></div><div>Not long afterward, Pure Play's stock was trading at around $2.50, giving the converted shares a market value of more than $70 million, and giving the entire business a value of nearly $150 million.&nbsp;</div><div><br /></div><div>Pure Play's stock has since fallen to 50 cents, with total trading volume exceeding 2 million shares. Neither the company, Cohiba Partners or any assignees have filed documents disclosing who holds the 29.1 million shares from the debt conversion, which amount to 49 percent of the company's outstanding common stock.&nbsp;</div><div><br /></div><div><br /></div><div><b>THE COMPANY</b>&nbsp;</div><div><br /></div><div><a href="http://pureplaymusic.ppmdev.com/index.php?option=com_content&amp;view=article&amp;id=51&amp;Itemid=89">Pure Play says</a> it provides a unique global platform that unknown bands and singers can use promote and sell their music. Its site includes streaming audio of featured acts, six genre-based Internet radio stations and a download purchase area. Pure Play also created a social networking area designed to allow fans to communicate with the musicians and with each other.&nbsp;</div><div><br /></div><div>As of late, there's been little activity on Pure Play's Web site. Although they say more than 6,000 people registered for the site, those members trigger just a handful of publicly posted "actions" every few days. Pure Play's radio stations, the main way that Web visitors listen to its unsigned artists, appear in most cases to have just a few dozen songs. Artists have posted comments to the site, complaining that their profiles and music have disappeared, inaccessible for months. The l<a href="http://pureplaymusic.ppmdev.com/index.php?option=com_ccboard&amp;view=recentlist">ast message board posting</a> was from January.&nbsp;</div><div><br /></div><div><a href="http://www.tradingmarkets.com/.site/news/Stock%20News/2075773/">Pure Play said late last year it had signed a deal</a> to provide pre-loaded MP3 players to DSG International, a large electronics retailer in Europe. It said in press releases that those shipments would generate $18 million in revenue this year. But Pure Play is two quarters behind in its financial filings with the SEC, making it impossible to tell anything about its sales or profits. DSG didn't respond to questions from Sharesleuth about the deal.&nbsp;</div><div><br /></div><div><br /></div><div><b>THE PAPER TRAIL</b>&nbsp;</div><div><br /></div><div>No public records link Cohiba Partners or Pure Play directly to Possino. But corporation filings show that Cohiba Partners and three other companies headed by its president, Colin Nix, have the same address as three companies controlled by Possino or his wife.&nbsp;</div><div><br /></div><div>Those filings show that Nix and Possino both were officers of one of those businesses, Geneva Equities Ltd. Cohiba Partners and Geneva Equities also have the same phone number.&nbsp;</div><div><br /></div><div>Corporation records list Nix as president of European American Investments Ltd., another company that shares the Santa Monica address with Cohiba Partners and Geneva Equities.

SEC filings show that all three of those entities were large shareholders in <a href="http://www.wydenergy.com/">Who's Your Daddy Inc.</a> (OTCBB: WYDI.OB), a San Diego energy-drink company whose founder and former chief executive, Edon Moyal, was recently arrested and charged in connection with a drug-trafficking ring.&nbsp;</div><div><br /></div><div><a href="http://sharesleuth.com/09/05/105/whos-your-daddy-edon-moyal-indicted/">(read about Moyal's arrest)</a></div><div><br /></div><div><br /></div><div><b>A CHANGE OF ADDRESS</b>&nbsp;</div><div><br /></div><div>Until recently, Pure Play's SEC filings listed the Santa Monica office suite as its address. <a href="http://br.us.biz.yahoo.com/e/090427/ppml.pk8-k.html">The company said in a press release</a> in late April that it had moved its headquarters to Poway, Calif., a suburb of San Diego. The new location is a house owned Alex J. Grange, its chief executive officer.&nbsp;</div><div><br /></div><div>Pure Play also announced that it terminated all of its agreements with Cohiba Partners, which had been providing general consulting and investment banking services.&nbsp;</div><div><br /></div><div>Jeffrey P. Berg, a lawyer who represents Pure Play, said last week he wouldn't allow his clients to be interviewed by Sharesleuth but asked for a list of written questions. He didn't respond to them.&nbsp;</div><div><br /></div><div><br /></div><div><b>STOCK PROMOTIONS</b>&nbsp;</div><div><br /></div><div>Sharesleuth noted that Cohiba Partners and European American Investments both paid stock-promotion sites to feature specific companies, including Latin Television.&nbsp;</div><div><br /></div><div>European American Investments gave 225,000 shares of Latin Television's stock to a firm called Beacon Equity Research in 2007 as compensation for a research report and a public relations campaign, <a href="http://www.upi.com/finance/?GUID=3578174&amp;Page=MediaViewer&amp;Ticker=ION">according to a disclosure</a> in a Beacon press release.&nbsp;</div><div><br /></div><div>Cohiba Partners and European American Investments each gave shares of Vsurance Inc. to a site called OTCPicks.com as compensation for its coverage of that company, now known as Ensurapet Inc. (Pink Sheets: EPTI.PK).&nbsp;</div><div><br /></div><div>SEC filings show that Cohiba Partners was a large shareholder in Vsurance at the time. So were October Fund Ltd. -- another company headed by Nix -- and Rancho Malibu Inc., which had been headed by Possino but now lists his wife as president.&nbsp;</div><div><br /></div><div>October Fund and Rancho Malibu also list their address as the Santa Monica office suite. Records show that Geneva Equities originally leased that 1,056-square foot space in 2002.&nbsp;
</div><div><br /></div><div><br /></div><div><b>POSSINO'S PAST&nbsp;</b></div><div><br /></div><div>Possino was convicted in 1995 of one court of wire fraud in connection with a scheme to use inflated stock to help prop up an insurance company's finances. According to court documents, he was sentenced to two years probation and ordered to pay a $500 fine.&nbsp;
</div><div><br /></div><div>Possino more recently has served as a consultant and financier for a number of obscure public companies. According to <a href="http://ragingbull.quote.com/mboard/boards.cgi?board=LAIR&amp;read=44">news reports</a>&nbsp;and <a href="http://sharesleuth.com/beta/2008/07/22/SumichrastNASDAQ.pdf">regulatory documents</a>&nbsp;(pdf), shares of some of them were peddled to foreign investors by boiler-room style brokerages operating from Europe and Asia.&nbsp;<span class="Apple-style-span" style="color: rgb(0, 0, 0); border-collapse: collapse;">&nbsp;<a href="http://web.archive.org/web/20010220204246/http://www.gcbankag.com/">This&nbsp;archived web page</a>&nbsp;of one boiler room brokerage, General Commerce Bank AG of Austria, shows that it was promoting two companies, Thaon Inc., and Junum Inc., with ties to Possino.</span></div><div><br /></div><div>Possino also figured into an investigation by the Nasdaq exchange of Global Capital Securities Corp. <a href="http://sharesleuth.com/beta/2008/07/22/SumichrastNASDAQ.pdf">Nasdaq officials concluded in 2001</a>&nbsp;(pdf) that Possino and another convicted felon, Sherman Mazur, had acquired a substantial, undisclosed interest in Global Capital, a publicly traded brokerage firm. Nasdaq said that Global Capital also bought millions of dollars worth of stock in companies that listed Possino or members of Mazur's family among their largest shareholders.&nbsp;</div><div><br /></div><div>Nasdaq delisted Global Capital's shares in December 2001 over concerns about its ties to Possino, Mazur and others with criminal or regulatory pasts. The company ceased operations a few months later.












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    </content>
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<entry>
    <title>Energy drink executive indicted on drug charges</title>
    <link rel="alternate" type="text/html" href="http://sharesleuth.com/09/05/105/whos-your-daddy-edon-moyal-indicted/" />
    <id>tag:sharesleuth.com,2009://1.105</id>

    <published>2009-05-12T01:35:19Z</published>
    <updated>2009-05-12T02:02:53Z</updated>

    <summary>Hailed for taking his company public at such a young age, the former Who&apos;s Your Daddy Inc. executive is now facing federal drug charges in San Diego.</summary>
    <author>
        <name>Justin McLachlan</name>
        
    </author>
    
        <category term="Short Takes" scheme="http://www.sixapart.com/ns/types#category" />
    
    <category term="edonmoyal" label="Edon Moyal" scheme="http://www.sixapart.com/ns/types#tag" />
    <category term="whosyourdaddy" label="Who&apos;s Your Daddy" scheme="http://www.sixapart.com/ns/types#tag" />
    
    <content type="html" xml:lang="en" xml:base="http://sharesleuth.com/">
        <![CDATA[<p>The handfuls of cash flying out a Ford F-150's windows in San Diego were the result of a drug bust gone awry. Spooked by a patrol car, the suspects fled just before completing a deal to buy 500 pounds of marijuana from undercover drug enforcement agents. Along the way, they tried to toss the cash they'd brought with them, throwing money onto the freeway as they led police on a high-speed chase.</p>

<p>Eventually, they gave up. The men in the truck were taken into custody without any more drama, just two more arrests in a sweep that included Edon Moyal, the twentysomething founder and former chief executive of <a href="http://www.wydenergy.com/">Who's Your Daddy Inc.</a> (OTCBB: WYDI.OB).</p>

<p>Moyal was executive vice president of marketing and brand development at the time of his arrest. Although Who's Your Daddy said in a <a href="http://www.sec.gov/Archives/edgar/data/1164964/000110465909024358/a09-9988_110k.htm">Securities and Exchange Commission filing last month</a> that Moyal had resigned as an officer and director, it did not disclose his arrest or his federal indictment.</p>

<p>Moyal, like the others arrested, is charged with conspiracy to distribute marijuana and possession of marijuana with intent to distribute. <a href="#indictment">According to court documents</a>, he's accused of helping to arrange the shipment of about 50 pounds of marijuana from San Diego to Maryland. The indictment alleges that Moyal was a player in a drug trafficking ring that has operated in San Diego for years, supplying marijuana to dealers all over the country.</p>

<p>Moyal, 28, had been hailed <a href="http://www.entrepreneur.com/magazine/entrepreneur/2006/october/167764-3.html">in <i>Entrepreneur</i></a> and other publications for developing the Who's Your Daddy line of clothing, energy drinks and other products, and for taking his company public at such a young age.</p>

<p><b>A STRUGGLING COMPANY</b></p>

<p>Who's Your Daddy has not been a financial success. The Carlsbad, Calif.-based company lost $2.64 million last year on $750,000 in sales. It said <a href="http://www.sec.gov/Archives/edgar/data/1164964/000110465909024358/a09-9988_110k.htm">in a recent SEC filing</a> that it did not have adequate capital to meet its obligations, was in default on loans, had past due accounts with vendors and had a levy on one of its bank accounts. The company's shares are trading at 3 cents, down from a split-adjusted high of $7.74 less than two years ago.</p>

<p>Who's Your Daddy's stock was promoted in 2007 by Parabolic LLC, a San Diego company founded by Kyle Browning Rowe, a former brokerage executive who was barred from the securities industry the previous year.</p>

<p>Rowe, who changed his name to Marvin Kyle Rowe II earlier this year, was the subject of previous Sharesleuth stories. <br /></p><p><a href="http://sharesleuth.com/mt/mt-search.cgi?blog_id=1&amp;tag=Kyle%20Rowe&amp;limit=20&amp;IncludeBlogs=1">(Read about how Rowe changed his name after being kicked out of the securities industry).<br /></a></p>

<p>Parabolic promoted Who's Your Daddy <a href="http://www.earlybirdstocks.com/disclaimer.html">through a website called EarlyBirdStocks.com</a>. It reported getting 250,000 shares as compensation from an unidentified third party, selling them for $278,357.</p>

<p><b>OTHER CONNECTIONS</b></p>

<p><a href="http://www.sec.gov/Archives/edgar/data/1164964/000109690608000860/whosydaddy10ksb123107ex10-3.htm">SEC filings show</a> that Who's Your Daddy got funding in 2007 from entities with ties to Regis Possino, a disbarred California attorney with convictions for drug dealing and fraud. <br /></p>

<p>Possino has acted as a consultant and financier for numerous penny-stock companies. Corporation records list his wife as president of Rancho Malibu Inc., one of the entities that agreed to take Who's Your Daddy shares as payment for loans.</p>

<p>Another company that invested in Who's Your Daddy was represented by David K. Rushing. He appears to be involved in Rowe's newest venture, Going Public LLC. SEC filings show that Rushing got millions of shares in two companies that hired Going Public to help them get listed on stock exchanges.</p>

<p><b>THE DRUG CASE</b></p>

<p>The drug investigation started last December, when a police officer pulled over Danny Elia Saeed Daly for a traffic violation. <a href="#affidavit">According to court documents</a>, the officer smelled marijuana and found a shoebox containing $32,000. Daly was released with just a traffic citation, but was put under surveillance.</p>

<p>Police later identified a house near downtown San Diego where they say marijuana was packaged and prepared for distribution. As a result of watching that property, police and the Drug Enforcement Agency eventually seized more than 400 pounds of marijuana, including 80 pounds at the house and 292 pounds in Arizona.</p>

<p>According to court documents, they also seized two boxes of marijuana in Maryland that they connected to Moyal.</p>

<p><b>AGENTS TRACK BOXES</b></p>

<p><a href="#affidavit">The documents</a> say agents watching the house in San Diego on March 9 saw Moyal and Brian Stanford Hampton carry two boxes from the garage and put them in the back of Hampton's truck. The agents followed Hampton to two different postal stores, where he shipped the boxes to Maryland overnight. The next day, Maryland police seized them and recovered almost 46 pounds of marijuana.</p>

<p>Hampton was arrested March 19. He told drug enforcement agents that he didn't know what was in the boxes, but that he'd agreed to ship them for Moyal. Hampton also said he'd shipped two other boxes for Moyal.</p>

<p>On the same day that Hampton was arrested, undercover agents were attempting to complete the sale of 500 pounds of marijuana to Daly and three other men who frequented the San Diego house. When a San Diego Police patrol car tried to pull over one of the buyers' vehicles on the way to the deal site, the two men inside were spooked and took to the freeways, throwing fistfuls of cash out their truck windows - cash that passing motorists promptly stopped to scoop up. The men -- Paul Loaiza and Zacarias Felix-Cutino -- eventually stopped and surrendered.</p>

<p>Moyal was arrested separately. He pleaded not guilty was released on $250,000 bond. Moyal, through his attorney, declined to comment for this story. His attorney did, however, provide Sharesleuth with this statement: "Edon pleaded not guilty at the outset and is persisting in the plea. This prosecution is about his relationship with Paul Loaiza and has nothing to do with Who's Your Daddy. Edon stepped down as officer/director for the best interest of the shareholders and only while the legal case is pending."</p>
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<entry>
    <title>Barred brokerage executive has hidden network of stock promotion sites</title>
    <link rel="alternate" type="text/html" href="http://sharesleuth.com/09/05/104/kyle-browning-rowe-parabolic-web-sites/" />
    <id>tag:sharesleuth.com,2009://1.104</id>

    <published>2009-05-01T23:27:06Z</published>
    <updated>2009-05-02T05:05:06Z</updated>

    <summary>Kyle Browning Rowe, a barred brokerage executive who now goes by the name Marvin Kyle Rowe II, has built a maze of financial- and stock-related Internet sites that he uses to promote his companies and clients.</summary>
    <author>
        <name>Justin McLachlan</name>
        
    </author>
    
        <category term="Short Takes" scheme="http://www.sixapart.com/ns/types#category" />
    
    <category term="goingpublic" label="Going Public" scheme="http://www.sixapart.com/ns/types#tag" />
    <category term="kylerowe" label="Kyle Rowe" scheme="http://www.sixapart.com/ns/types#tag" />
    <category term="marvinkroweii" label="Marvin K. Rowe II" scheme="http://www.sixapart.com/ns/types#tag" />
    <category term="parabolic" label="Parabolic" scheme="http://www.sixapart.com/ns/types#tag" />
    <category term="salomongreyfinancial" label="Salomon Grey Financial" scheme="http://www.sixapart.com/ns/types#tag" />
    <category term="sandiego" label="San Diego" scheme="http://www.sixapart.com/ns/types#tag" />
    
    <content type="html" xml:lang="en" xml:base="http://sharesleuth.com/">
        <![CDATA[Kyle Browning Rowe, a barred brokerage executive who now goes by the name Marvin Kyle Rowe II, has built a maze of financial- and stock-related Internet sites that he uses to promote his companies and clients.<br /><br />Records show that Rowe controls at least 40 investment-oriented domain names including <a href="http://marketwatchguru.com/">marketwatchguru.com</a>, <a href="http://earlybirdstocks.com/">earlybirdstocks.com</a>, <a href="http://smallcapstockalerts.com/">smallcapstockalerts.com</a>, <a href="http://goingpublicpros.com/">goingpublicpros.com</a>, <a href="http://parabolicllc.com/">parabolicllc.com</a>, <a href="http://e-newsfinancial.com/">e-newsfinancial.com</a>, <a href="http://stocknewsroom.com/">stocknewsroom.com</a> and <a href="http://ipos2watch.com/">ipos2watch.com</a>. <br /><br />The connections between Rowe, his companies, clients and Web sites aren't always visible or disclosed. The promotion of a Kansas company called Omni Ventures Inc. (OTCBB: OMVE.OB) is a case in point.<br /><br />Omni Ventures gained a listing on the Over the Counter market in February through a stock sale and registration orchestrated by Going Public LLC, a San Diego-area company that Rowe founded in 2007. <a href="http://www.sec.gov/Archives/edgar/data/1449224/000121390008002552/fs1_omni.htm">Securities and Exchange Commission filings</a> show that Rowe and others connected to Going Public got just over 12 million of Omni Ventures' 92.6 million shares.<br /><br /><b>A FAVORABLE PROFILE<br /></b><br />In March, the stock-promotion site MarketWatchGuru.com posted a <a href="http://www.marketwatchguru.com/profileomve.html">favorable profile</a> of Omni Ventures. <a href="http://www.networksolutions.com/whois-search/marketwatchguru.com">Domain records show</a> that Rowe - <a href="http://sharesleuth.com/09/04/103/going-public-kyle-rowe-marvin-rowe/">the subject of an earlier Sharesleuth report</a> -- registered that site, using the same address and phone number as Going Public.<br /><br />MarketWatchGuru.com said Omni Ventures "is funding 240 apartments, an elaborate water park/family fun center, and a modular home manufacturing facility for the Nambe Pueblo in Santa Fe, New Mexico." It also said that Omni Ventures -- which listed just $2,126 in cash in its latest SEC filing - was working with three Indian tribes on projects worth $170 million.<br /><br />But Herbert Yates, chief executive of the Nambe Pueblo Development Corp., told Sharesleuth that the apartments, water park and factory have not advanced beyond the proposal stage.&nbsp; He said the chief executive of Omni Ventures has been trying for two years to raise the money for those projects, without success.<br /><br />"Come here and break ground, and I'll believe it's happening,'' he said.<br /><br />MarketWatchGuru.com said on its <a href="http://www.marketwatchguru.com/profileomve.html">disclosure page</a> that it received just over 12 million shares of Omni Ventures' stock "from an affiliate of Omni Ventures" as compensation for its services. It said it intended to sell those shares.<br /><br />MarketWatchGuru.com didn't identify the affiliate. Nor did it file a Form 13D with the SEC, which is required of any individual or group that acquires 5 percent or more of a company's shares.<br /><br />Since Omni Ventures went public, its stock has risen from 15 cents a share to the current price of $1.01, although trading has been minimal.<br /><br />(Disclosure: No one associated with Sharesleuth.com has any investment position, short or long, in the companies mentioned in this story).<br /><br /><b>ROWE'S REGULATORY PAST</b><br /><br />Rowe was president and co-owner of Salomon Grey Financial Corp., <a href="http://www.finra.org/Newsroom/NewsReleases/2006/p016448">which was expelled by the National Association of Securities Dealers (now FINRA) in April 2006</a>. The NASD found, among other things, that Salomon Grey's brokers put customers in unsuitable stocks and made unauthorized trades in their accounts. It permanently barred Rowe from the industry.<br /><br />The SEC also <a href="http://www.sec.gov/litigation/admin/2006/34-53927.pdf">barred Rowe</a> after he settled charges that he and Salomon Grey helped manipulate the shares of a California company called Freedom Surf Inc.<br /><br /><a href="http://www.networksolutions.com/whois-search/parabolicllc.com">Domain records show that Rowe registered the Web site of Parabolic LLC</a>, a stock promotion firm that operates from the same address as Going Public. Corporation records show that he was formerly its managing member.<br /><br />Parabolic's Internet domain was registered on March 3, 2006, just four days after Salomon Grey notified the NASD and SEC that it was terminating its registration as a securities broker and dealer.<br /><br />Sharesleuth noted that Parabolic's president from 2006 to 2008 was Adam J. Gilman, another barred broker who <a href="http://www.usdoj.gov/opa/pr/2003/June/03_crm_370.htm">had served time in prison for his part in a multi-million dollar fraud scheme</a>. <br /><br />Parabolic and Going Public both list Ralph Spina as a sales executive. Spina has been implicated in the activities of another San Diego-area company that has taken hundreds of thousands of dollars from homeowners for mortgage-modification help that it failed to deliver <a href="http://bailoutsleuth.com/2009/05/homeowners-say-california-mortgage-modification-company-fleeced-them/">(read about Spina at BailoutSleuth.com)</a>.<br /><b><br />STOCK PROMOTION SITES</b><br /><br />MarketWatchGuru.com and another Rowe-registered site, EarlyBirdStocks.com, have touted the shares of companies that Parabolic LLC was hired to promote. Neither site has publicly disclosed its ties to Parabolic. <a href="http://sharesleuth.com/assetts/Parabolic_Charts_3.ppt">But a presentation created by Parabolic</a> included stock charts showing the effects of promotional campaigns by EarlyBirdStocks.com "and other proprietary sites.''<br /><br />MarketWatchGuru.com, EarlyBirdStocks.com and a third site, SmallCapStockAlerts.com, also have featured companies with no apparent ties to Rowe, collecting at least $1.5 million for those reports. The companies currently profiled on the sites include <a href="http://www.marketwatchguru.com/profileoncy.html">Oncolytics Biotech Inc.</a> (Nasdaq: ONCY), <a href="http://www.smallcapstockalerts.com/profileapii.html">Action Products International Inc.</a> (Nasdaq: APII) and <a href="http://www.earlybirdstocks.com/profilezicorp.html">Zi Corp.</a>, which also traded on the Nasdaq until it was acquired this month.<br /><br />MarketWatchGuru also has been promoting Pax Clean Energy Inc. (OTCBB: PXCE.OB). The SEC this week halted the trading in that company's shares, citing concerns about the lack of current information concerning its securities.<br /><br /><b>PHANTOM SITES</b><br /><br />Rowe also has used some of his other domains to promote Parabolic and Going Public, without ever mentioning their connection to those companies. <br /><br />For example, E-newsfinancial.com, which appears to have never actually existed beyond its domain registration, issued several press releases about those companies. <a href="http://www.webwire.com/ViewPressRel.asp?aId=54587">A release in December 2007 announced an "exclusive deal''</a> in which Parabolic would provide stock promotion services to all of Going Public's clients. <br /><br />An<a href="http://www.webwire.com/ViewPressRel.asp?aId=48967"> earlier release touted the "Parabolic Exclusive Guarantee,"</a> a written promise that Parabolic's clients would get a minimum number of visitors to a "custom designed" online profile - like the ones posted at EarlyBirdStocks.com and MarketWatchGuru.com. (link to document).<br /><br />A <a href="http://www.webwire.com/ViewPressRel.asp?aId=52394">third release credited to e-newsfinancial.com</a> announced the creation in November 2007 of investorrelationsone.com, calling it "a turn-key uber investor relations/investor awareness hybrid." The site has no content currently, but is still registered to Marvin K. Rowe II, the name Kyle Rowe now uses.<script language="javascript">geovisit();</script><img style="display: none;" src="http://visit.webhosting.yahoo.com/visit.gif?&amp;r=http%3A//sharesleuth.com/mt/mt.cgi&amp;b=Netscape%205.0%20%28Macintosh%3B%20en-US%29&amp;s=1280x800&amp;o=MacIntel&amp;c=24&amp;j=true&amp;v=1.2" border="0" />
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    </content>
</entry>

<entry>
    <title>Barred brokerage executive operating under new name</title>
    <link rel="alternate" type="text/html" href="http://sharesleuth.com/09/04/103/going-public-kyle-rowe-marvin-rowe/" />
    <id>tag:sharesleuth.com,2009://1.103</id>

    <published>2009-04-23T01:49:16Z</published>
    <updated>2009-04-23T04:38:48Z</updated>

    <summary>Going Public LLC said its founder, Marvin K. Rowe II, had years of investment banking experience. But there&apos;s no mention of him in Securities and Exchange Commission filings or old new stories, no registrations as a securities broker or investment adviser, not even a home address. That&apos;s because Going Public&apos;s founder is really Kyle Browning Rowe, the former president of Salomon Grey Financial Corp., a brokerage shut down by regulators in 2006. </summary>
    <author>
        <name>Justin McLachlan</name>
        
    </author>
    
        <category term="Short Takes" scheme="http://www.sixapart.com/ns/types#category" />
    
    <category term="goingpublic" label="Going Public" scheme="http://www.sixapart.com/ns/types#tag" />
    <category term="kylerowe" label="Kyle Rowe" scheme="http://www.sixapart.com/ns/types#tag" />
    <category term="marvinkroweii" label="Marvin K. Rowe II" scheme="http://www.sixapart.com/ns/types#tag" />
    <category term="parabolic" label="Parabolic" scheme="http://www.sixapart.com/ns/types#tag" />
    
    <content type="html" xml:lang="en" xml:base="http://sharesleuth.com/">
        <![CDATA[<a href="http://goingpublic.bz/">Going Public LLC</a>, which helps companies get listed on stock exchanges, <a href="http://www.gopublic.bz/meetourteam.html">says founder Marvin K. Rowe II</a> has 17 years of investment banking experience, is well known in the industry and can tap a vast network of funding sources.

<br /><br />But Sharesleuth found no mentions of him in Securities and Exchange Commission filings or old new stories, no registrations as a securities broker or investment adviser, not even a home address.

That's because Going Public's founder is really Kyle Browning Rowe, the former president of Salomon Grey Financial Corp., <a href="http://www.sec.gov/litigation/admin/2006/34-53927.pdf">a brokerage shut down by regulators in 2006</a>. Rowe was barred from the industry by both the SEC and the National Association of Securities Dealers.

<br /><br />Going Public helps clients gain market listings through so-called <a href="http://www.gopublicpros.com/directfiling.html">"direct filings"</a> or through <a href="http://www.gopublicpros.com/reversemergers.html">reverse mergers</a> with publicly traded shell companies. 

Sharesleuth discovered that Rowe has been operating as a stock promoter and consultant for the past three years, mostly under the radar. He began using the name Marvin K. Rowe II in the second half of 2008, as Going Public's activities became more visible.
<br /><br /><font style="font-size: 1.25em;"><b>AN OFFICIAL NAME CHANGE
</b></font><br /><br />Rowe asked a San Diego court last December to legally change his name to Marvin Kyle Rowe II. He explained in <a href="#documents">his petition</a> that he wanted to carry the same name as his father "out of respect and admiration."  
Even though Rowe's father is actually named Marvin W. Rowe, the court did not question his explanation. <br /><br />The change took effect Feb. 13. 
Irving M. Einhorn, an attorney for Going Public, told Sharesleuth that Rowe is running a clean business and isn't doing anything wrong by using a different name. 
<br /><br />"That's not fraud," Einhorn said in a phone interview. He declined to allow Rowe to be interviewed, and said Rowe's decision to change his name had nothing to do with hiding past regulatory problems. 
<br /><br />Those started in 2002, four years after Rowe bought Salomon Grey, which was based in Dallas. The SEC charged Rowe, Salomon Grey and 15 other defendants with scheming to manipulate the shares of a California company called Freedom Surf Inc.
<br /><br /><font style="font-size: 1.25em;"><b>ROWE'S REGULATORY PAST
</b></font><br /><br />The <a href="http://www.sec.gov/litigation/complaints/comp17756.htm">SEC alleged that Rowe and a partner at Salomon Grey got shares of Freedom Surf at a 50 percent discount from Allen Z. Wolfson</a>, a recidivist white-collar criminal and one of the architects of the scheme. Salomon Grey sold the shares at inflated prices to its brokerage customers, many of whom later suffered big losses when the market for Freedom Surf's stock collapsed.
<br /><br />The NASD (now the Financial Industry Regulatory Authority) <a href="http://www.finra.org/Newsroom/NewsReleases/2006/p016448">alleged in a separate case</a> that Salomon Grey's brokers put customers in unsuitable stocks and traded in their accounts without authorization. It also said the firm hired people with extensive disciplinary histories and ongoing regulatory actions to serve as supervisors. 
<br /><br />The NASD expelled Salomon Grey in April 2006 and permanently barred Rowe from the industry. <a href="http://www.sec.gov/litigation/admin/2006/34-53927.pdf">Rowe settled the SEC charges that same year</a>. He did not admit wrongdoing, but agreed not to associate with any broker or dealer.
Before Rowe ran Salomon Grey, he worked for a pair of frequently disciplined San Diego-area brokerages, <a href="http://www.finra.org/Newsroom/NewsReleases/1997/P010517">La Jolla Capital Corp.</a> and its successor, <a href="http://www.finra.org/Newsroom/NewsReleases/1999/P010154">Pacific Cortez Securities Inc</a>. <br /><br />Their operator, Harold Bailey Gallison, pleaded guilty to conspiracy to commit securities fraud in 2003, in connection with a stock manipulation scheme that cost investors $2.5 million. Gallison was sentenced to five years in prison. 
<br /><br /><font style="font-size: 1.25em;"><b>GOING PUBLIC'S ACTIVITIES
</b></font><br /><br />Two companies have filed to go public this year through deals orchestrated by Rowe's new firm. The first was <a href="http://www.sec.gov/Archives/edgar/data/1449224/000121390008002552/fs1_omni.htm">Omni Ventures Inc.</a> (OTCBB: OMVE.OB), whose shares began trading in February. The second, <a href="http://www.sec.gov/Archives/edgar/data/1450893/000121390009000500/fs1_ligassets.htm">LIG Assets Inc.</a>, is still awaiting SEC approval. 
Rowe and others associated with Going Public got millions of shares in those companies in return for their services. The filings for each identified Kyle Rowe as Marvin K. Rowe II.
<br /><br />In addition to getting help with financing and SEC filings, Going Public's clients get stock promotion services from a company called Parabolic LLC. <a href="http://www.networksolutions.com/whois-search/parabolicllc.com">Rowe registered the Internet domain name for that firm</a> and once was listed in corporation filings as its managing member.
<br /><br />Going Public and Parabolic share the same address and phone number in La Jolla, Calif. 
Since we began making inquiries, Going Public has removed the page on its web site that featured biographies of Marvin K. Rowe II and other employees. Parabolic has taken its entire website offline.

<br /><br />Sharesleuth will have more on this story.

  
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        <![CDATA[<a href="http://sharesleuth.com/mt/mt-static/html/editor-content.html?cs=utf-8" name="documents"></a>Below are selected documents from Kyle Rowe's court petition to change his name to Marvin K. Rowe II.&nbsp; <object codebase="http://download.macromedia.com/pub/shockwave/cabs/flash/swflash.cab#version=9,0,0,0" id="doc_805490287660592" name="doc_805490287660592" classid="clsid:d27cdb6e-ae6d-11cf-96b8-444553540000" align="middle" height="500" width="100%">		<param name="movie" value="http://d.scribd.com/ScribdViewer.swf?document_id=14552884&amp;access_key=key-lbb3npv99hgfdyre4lr&amp;page=1&amp;version=1&amp;viewMode=" /> 		<param name="quality" value="high" /> 		<param name="play" value="true" />		<param name="loop" value="true" /> 		<param name="scale" value="showall" />		<param name="wmode" value="opaque" /> 		<param name="devicefont" value="false" />		<param name="bgcolor" value="#ffffff" /> 		<param name="menu" value="true" />		<param name="allowFullScreen" value="true" /> 		<param name="allowScriptAccess" value="always" /> 		<param name="salign" value="" />    				<embed src="http://d.scribd.com/ScribdViewer.swf?document_id=14552884&amp;access_key=key-lbb3npv99hgfdyre4lr&amp;page=1&amp;version=1&amp;viewMode=" quality="high" pluginspage="http://www.macromedia.com/go/getflashplayer" play="true" loop="true" scale="showall" wmode="opaque" devicefont="false" bgcolor="#ffffff" name="doc_805490287660592_object" menu="true" allowfullscreen="true" allowscriptaccess="always" salign="" type="application/x-shockwave-flash" align="middle" height="500" width="100%">			</object>	]]>
    </content>
</entry>

<entry>
    <title>The SEC and Mark Cuban</title>
    <link rel="alternate" type="text/html" href="http://sharesleuth.com/08/11/100/the-sec-and-mark-cuban/" />
    <id>tag:sharesleuth.com,2008://1.100</id>

    <published>2008-11-17T23:48:01Z</published>
    <updated>2009-04-27T23:22:39Z</updated>

    <summary><![CDATA[The Securities and Exchange Commission announced Monday that it had filed a civil suit against Mark Cuban, the majority owner of Sharesleuth.com. The complaint alleges insider trading&nbsp;in the shares of Mamma.com Inc. in June 2004. The complaint does not involve...]]></summary>
    <author>
        <name>Chris Carey</name>
        <uri>http://sharesleuth.com</uri>
    </author>
    
        <category term="Short Takes" scheme="http://www.sixapart.com/ns/types#category" />
    
    
    <content type="html" xml:lang="en" xml:base="http://sharesleuth.com/">
        <![CDATA[The Securities and Exchange Commission announced Monday that it had filed a civil suit against Mark Cuban, the majority owner of Sharesleuth.com. The <a href="http://www.sec.gov/litigation/complaints/2008/comp20810.pdf">complaint</a> alleges insider trading&nbsp;in the shares of Mamma.com Inc. in June 2004.
<p>The complaint does not involve Sharesleuth, which was established in 2006.</p>
<p>Here is Mark Cuban's statement&nbsp;on the SEC's action, which he&nbsp;also posted on <a href="http://www.blogmaverick.com/">www.blogmaverick.com</a>:</p>
<p>Nov. 17, 2008</p>
<p>RE: SEC Civil Action in the United States District for the Northern District of Texas, Dallas Division</p>
<p>Mark Cuban today responded to a civil complaint filed by the United States Securities and Exchange Commission in the United State District for the Northern District of Texas, Dallas Division. In its complaint, the Commission charges that Mr. Cuban engaged in violations of the federal securities laws in connection with transactions in the securities of Mamma.com Inc.</p>
<p>This matter, which has been pending before the Commission for nearly two years, has no merit and is a product of gross abuse of prosecutorial discretion. Mr. Cuban intends to contest the allegations and to demonstrate that the Commission's claims are infected by the misconduct of the staff of its Enforcement Division.</p>
<p>Mr. Cuban stated, "I am disappointed that the Commission chose to bring this case based upon its Enforcement staff's win-at-any-cost ambitions. The staff's process was result-oriented, facts be damned. The government's claims are false and they will be proven to be so.''</p>
<p>Ralph C. Ferrara, Esq.<br />Dewey &amp; LeBoeuf LLP<br />1101 New York Avenue, N.W. Suite 1100<br />Washington, D.C. 2005</p><script language="javascript">geovisit();</script><img style="display: none;" src="http://visit.webhosting.yahoo.com/visit.gif?&amp;r=http%3A//sharesleuth.com/mt/mt.cgi%3F__mode%3Dview%26_type%3Dentry%26id%3D100%26blog_id%3D1&amp;b=Netscape%205.0%20%28Macintosh%3B%20en-US%29&amp;s=1280x800&amp;o=MacIntel&amp;c=24&amp;j=true&amp;v=1.2" border="0" />
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    </content>
</entry>

<entry>
    <title>BailoutSleuth</title>
    <link rel="alternate" type="text/html" href="http://sharesleuth.com/08/10/99/bailoutsleuth-1/" />
    <id>tag:sharesleuth.com,2008://1.99</id>

    <published>2008-10-06T13:23:16Z</published>
    <updated>2009-04-27T23:24:02Z</updated>

    <summary>Sharesleuth will soon launch a companion site, BailoutSleuth.com, to track the government&apos;s $700 billion rescue plan for troubled financial institutions. The site will monitor the government&apos;s purchase, and eventual sale, of bad mortgages and other distressed assets. It will provide...</summary>
    <author>
        <name>Chris Carey</name>
        <uri>http://sharesleuth.com</uri>
    </author>
    
        <category term="Short Takes" scheme="http://www.sixapart.com/ns/types#category" />
    
    
    <content type="html" xml:lang="en" xml:base="http://sharesleuth.com/">
        <![CDATA[<p>Sharesleuth will soon launch a companion site, BailoutSleuth.com, to track the government's $700 billion rescue plan for troubled financial institutions.</p>

<p>The site will monitor the government's purchase, and eventual sale, of bad mortgages and other distressed assets. It will provide regular reports on the process, tracking and analyzing deals and providing information about the companies and people involved in them.</p>

<p>BailoutSleuth will seek to add transparency to the bailout program, and will keep an eye out for favoritism, political influence or anything else that could undermine the potential returns to taxpayers.</p>

<p>To that end, we're seeking a reporter who can write daily dispatches and produce longer investigative stories. We're also looking to hire a financial analyst who can evaluate the deals and help make sense of them for a general audience.</p>

<p>To inquire about either position, contact Chris Carey, editor of Sharesleuth.com, at chris@sharesleuth.com.<br />
</p>]]>
        
    </content>
</entry>

<entry>
    <title>Energy Exploration International</title>
    <link rel="alternate" type="text/html" href="http://sharesleuth.com/08/09/73/energy-exploration-internation/" />
    <id>tag:sharesleuth.com,2008://1.73</id>

    <published>2008-09-10T03:27:44Z</published>
    <updated>2008-09-11T04:08:00Z</updated>

    <summary>Energy Exploration International Inc. has raised more than $12 million from foreign investors, through sales agents who say -- or imply-- that they&apos;re working from the oil and gas company&apos;s Dallas headquarters. But when Sharesleuth paid a surprise visit to...</summary>
    <author>
        <name>Justin McLachlan</name>
        
    </author>
    
        <category term="Energy Exploration International" scheme="http://www.sixapart.com/ns/types#category" />
    
        <category term="Investigations" scheme="http://www.sixapart.com/ns/types#category" />
    
    <category term="australia" label="Australia" scheme="http://www.sixapart.com/ns/types#tag" />
    <category term="curtisbest" label="Curtis Best" scheme="http://www.sixapart.com/ns/types#tag" />
    <category term="energyexplorationinternational" label="Energy Exploration International" scheme="http://www.sixapart.com/ns/types#tag" />
    <category term="jackprather" label="Jack Prather" scheme="http://www.sixapart.com/ns/types#tag" />
    <category term="markhutcherson" label="Mark Hutcherson" scheme="http://www.sixapart.com/ns/types#tag" />
    <category term="oilandgas" label="oil and gas" scheme="http://www.sixapart.com/ns/types#tag" />
    <category term="paceglobal" label="Pace Global" scheme="http://www.sixapart.com/ns/types#tag" />
    <category term="richardayoub" label="Richard Ayoub" scheme="http://www.sixapart.com/ns/types#tag" />
    <category term="texas" label="Texas" scheme="http://www.sixapart.com/ns/types#tag" />
    <category term="thailand" label="Thailand" scheme="http://www.sixapart.com/ns/types#tag" />
    <category term="williamdbrosseau" label="William D. Brosseau" scheme="http://www.sixapart.com/ns/types#tag" />
    
    <content type="html" xml:lang="en" xml:base="http://sharesleuth.com/">
        <![CDATA[<p><a href="http://eei-inc.com/">Energy Exploration International Inc</a>. has raised more than $12 million from foreign investors, through sales agents who say -- or imply-- that they're working from the oil and gas company's Dallas headquarters. </p>
<p></p>
<p>But when Sharesleuth paid a surprise visit to EEI, a manager struggled to explain why the offices were virtually empty. It was the middle of the morning, and the entire sales team was missing. So was the company's president, Curtis A. Best. The man responsible for EEI's well operations, Robert H. Hucklebridge, wasn't there either. </p>
<p align="center"><embed src="http://blip.tv/play/gaRZzMxWjrd3" width="500" height="354" type="application/x-shockwave-flash" allowscriptaccess="always" allowfullscreen="true"> </p>
<p>That was the very scene we expected, though. A Sharesleuth investigation found that the people selling partnership interests in EEI's drilling ventures were actually calling from telemarketing "boiler rooms'' overseas, and that many were operating under false names. </p>
<p></p>
<p>Among Sharesleuth's other findings: </p>
<p></p>
<ul>
<li>EEI was secretly controlled by Mark S. Hutcherson, a former Atlanta-based commodities broker whose firm was shut down by regulators in 2000, and Jack F. Prather, who'd been a principal of that same firm. Both men have since been implicated in other global boiler-room schemes. </li>
<li>EEI's vice president of sales, known to investors as Richard Wright, is really a convicted felon named Richard Ayoub. </li>
<li>EEI outsourced its investment marketing in 2006 to a Singapore company called Pace Global Business Services Pte Ltd., which also has ties to Hutcherson and Prather. That deal is not mentioned in any material given to investors. </li>
<li>EEI investors say the company's representatives told them that its drilling projects were virtually assured of success, and provided them with financial projections and payback schedules that were wildly optimistic. </li></ul>
<p></p>
<p>Through August, EEI and its partners had drilled eight wells using the money from foreign investors. At least six were busts, yielding little or no production, according to reports filed with the Texas Railroad Commission, which oversees oil and gas activity in the state. A group of British investors is now pushing for an accounting of the $2.5 million that EEI raised for one of the projects. They say the well, in Colorado County, Texas, was declared a dry hole and abandoned before all of the tests for oil or gas were performed. </p>
<p></p>
<p>They are demanding to know why EEI made the decision to seal the well, and why money that should have been set aside for completing the well wasn't refunded to them. </p>
<p></p>
<p>Sharesleuth's investigation also found that EEI sold partnerhip interests in three wells that were never drilled. Marketing packets sent to potential investors showed that each was a $1.75 million project. Instead of returning the money to investors, EEI switched them into other projects, without seeking their consent. </p>
<p></p>
<p>In two of those deals, investors were supposed to own 85 percent of the original well. Instead, they wound up with less than 40 percent of a different well that EEI drilled in partnership with other oil and gas companies. </p>
<p></p>
<p>People familiar with EEI told Sharesleuth that it was highly unlikely that the company used all of the money it raised for the undrilled wells to buy the minority stakes in the replacement wells. </p>
<p></p>
<p>EEI did not respond to questions submitted by Sharesleuth. </p>
<p></p>
<p></p><br />
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        <![CDATA[<p><font style="FONT-SIZE: 1.25em"><b>EEI's Beginnings</b></font><br /></p>
<p></p>
<p>The file for civil case 06-01562 in the Dallas County district courthouse is slim, but the few documents it contains reveal much about EEI's beginnings (<a href="http://sharesleuth.com/u/brosseau-court-docs.pdf">see the court documents</a>). They show how Best founded the company on an agreement with William D. Brosseau, a man whose previous forays in the oil and gas industry landed him in prison for securities fraud. They also show how Best planned to fund the initial leases and drilling with money from an overseas entity that Brosseau identified in his complaint as "Asian Communication Group". </p>
<p></p>
<p>Unlike Brosseau, Best was a newcomer to the oil and gas industry. He fell into the investment business after selling the Dallas hair-salon he owned for nearly 20 years. According to Best's securities registration filings (<a href="http://sharesleuth.com/u/Best%20NASD%20documents.pdf">see the documents</a>), he left the salon in August 2003 and spent the first half of 2004 on "extended travel'' in Thailand. Upon his return, he worked for a succession of investment companies -- Salomon Grey Financial Inc., Gulftex Operating Inc. and Euro American Capital Corp. </p>
<p></p>
<p>In December 2005, almost seven months after the last job listed in his securities registration documents, he launched Energy Exploration International. By February 2006, he and the company had already been sued. </p>
<p></p>
<p>Court documents say that Best approached Brosseau sometime in 2005, with a desire to fund any promising oil and gas prospects that Brosseau could find. In the late 1970s and early 1980s, Brosseau cut a high profile in Dallas as a self-made petro millionaire once featured on the cover of Money magazine. By 1991, he'd declared bankruptcy. By 1997, he was in prison, having pleaded guilty to bilking U.S. investors out of millions through a boiler room he operated from his Dallas home. </p>
<p></p>
<p>None of that stopped Best from entering into a written partnership agreement with Brosseau. According to the lawsuit, the agreement would give Brosseau 50 percent of the profits from wells he brought to EEI. But within a few months, Brosseau accused Best of diverting the funds that EEI's offshore funding source was raising for their first joint drilling venture to another company controlled by EEI's accountant, Robert L. Ward. </p>
<p></p>
<p>Brosseau filed suit, demanding an accounting of the funds that Best had raised and asking that EEI be put into receivership. But Best settled the lawsuit quickly, without so much as a single court hearing. </p>
<p></p>
<p>If the case had gone to trial, Brosseau might have found out who Best's Asian partners were and, in the process, uncovered who actually called the shots at EEI. </p>
<p></p>
<p>(Disclosure: No one at Sharesleuth, including majority member Mark Cuban, has any financial interest or business relationship with EEI, or with anyone mentioned in this report. However, EEI President Curtis Best and William Brosseau were acquaintances of Cuban's 20 years ago in Dallas. He had not been in touch with either of them since then. Recently, however, Best contacted Cuban after learning that this investigation was underway.)</p>
<p></p>
<p></p>
<p><font style="FONT-SIZE: 1.25em"><br /></font></p>
<p><font style="FONT-SIZE: 1.25em"><b>EEI's real owners</b></font><br /></p>
<p></p>
<p>Mark Stephen Hutcherson, 48, previously was the majority owner of Dunhill Financial Group Inc. The Commodities Futures Trading Commission found that Hutcherson and Dunhill defrauded the firm's clients out of more than $8 million by misrepresenting the profits they could expect trading commodities such as natural gas, heating oil and gasoline. The CFTC said in a <a href="http://www.cftc.gov/opa/enf00/opa4359-00.htm">press release</a> in February 2000 that Dunhill also misrepresented or failed to disclose the risk involved in trading options, as well as the amount of commissions investors would pay and the effect that those commissions would have on returns. </p>
<p></p>
<p>Over a period of three years, more than 94 percent of Dunhill's customers suffered net losses on their investments. </p>
<p></p>
<p>Hutcherson and Dunhill settled the charges without admitting or denying guilt. The CFTC revoked their registrations. Hutcherson and the company both agreed never to reapply for registration or claim exemption from registration, and never to engage in any activity requiring registration. </p>
<p></p>
<p>Hutcherson was fined $10,000 and agreed to pay $8.3 million in restitution, although he has not done so. After leaving the commodities business, he moved overseas, where he has been&nbsp;linked to a number of boiler rooms that sold shares of obscure U.S. companies to foreign investors. </p>
<p></p>
<p>Hutcherson was identified as a partner in a firm called Premium Placements, which sold what it referred to as "pre-Initial Public Offering" shares in privately held companies. They included <a href="http://globalfoodtech.com/">Global Food Technologies Inc.</a> of Hanford, Calif., and International Biometrics Inc. of Newport Beach, Calif. </p>
<p></p>
<p>One investor who bought partnership interests in EEI told Sharesleuth that he previously bought shares in those companies after being contacted by companies purporting to be international brokerage firms.</p>
<p>Global Food Technologies severed its ties with Hutcherson long ago, said Michael Shaw, the company's investor relations director.</p>
<p>"Unfortunately, it is a dangerous world and people are not always who and what they represent,'' Shaw said. "Our relationship with Mr. Hutcherson ended in 2003 at the very moment we learned that&nbsp;he and his companies were unlicensed to place stock. GFT notified its shareholders immediately upon our discovery and we have repeatedly advised shareholders to use extreme caution in dealing with unfamiliar parties.''</p>
<p>Hutcherson operated Premium Placements with Paul Richard Bell, another American with a checkered regulatory past. </p>
<p></p>
<p>In 2005, Hutcherson and Prather were implicated in a fraud scheme involving an Internet technology company, Netspan International, whose shares were sold to foreign investors by an entity calling itself the Roth Group. Michael Lee Port, an American who was charged and convicted in Singapore in connection with the stock sales, told investigators that Hutcherson was involved in the operation. </p>
<p></p>
<p>Netspan said it had been approached by Prather, who offered to help raise money for international expansion. Under the deal, the shares were to be marketed by the Roth Group. </p>
<p></p>
<p>Netspan's two founders, Bijan Moradi and Samuel Wood, were convicted of fraud-related charges in Great Britain. Hutcherson and Prather were not charged with any wrongdoing. </p>
<p></p>
<p><br /></p><font style="FONT-SIZE: 1.25em"><b>The evidence<br /></b></font><br />
<p>Former employees of EEI told Sharesleuth that Hutcherson and Prather each owned 45 percent of the company. Evidence that we've seen confirms their account. </p>
<p></p>
<p>Although Hutcherson's name does not appear in any of EEI's government filings or marketing materials, we found several public documents that show a connection between him and the company. The <a href="http://ecpa.cpa.state.tx.us/coa/servlet/cpa.app.coa.CoaGetTp?Pg=tpid&amp;Search_Nm=effective%20investments%20&amp;Button=search&amp;Search_ID=32034181670">Texas corporation filing</a> for one of his companies, Effective Investments LLC, used EEI's address as its principal place of business. </p>
<p></p>
<p>Property records show that Effective Investments owns a house in the upscale Dallas suburb of Plano. Sharesleuth checked out the property and saw a black Range Rover parked in the garage on two consecutive nights. The same vehicle was spotted in the parking lot of EEI's office building, and sources with inside knowledge of EEI say that Best drives a black Range Rover. Finally, Hutcherson has a Texas driver's license that lists his address as a house that was owned by another EEI executive. </p>
<p></p>
<p>Internal communications between Best, Hutcherson, Prather and others at EEI show that Hutcherson and Prather put up the money to start the company, were its majority owners and were involved in key decisions. </p>
<p></p>
<p>Sharesleuth recently began receiving unsolicited emails that contain full or partial copies of electronic exchanges between Best in Texas and Prather, Hutcherson and others in Thailand or Australia. We do not know who sent the messages, some of which also were distributed to certain EEI investors. Nor did we encourage anyone to seek access to the correspondence or to circulate it. </p>
<p></p>
<p>However, we believe that the information we received is authentic. The first set of messages included a copy of the list of questions that Sharesleuth had emailed to just two people -- Best and one of EEI's attorneys. </p>
<p></p>
<p>The correspondence provides an extraordinary glimpse inside EEI, revealing the mechanics of the boiler room operation and the identities of the key players. </p>
<p></p>
<p>One set of messages included deliberations about how EEI should respond to issues our story would raise. The correspondence shows that one of the options that Best, Hutcherson and Prather discussed was buying out Hutcherson and Prather to distance the company from their past activities. EEI announced July 30 that Best had purchased the ownership interest of one of the company's original shareholders, who was not identified in the press release. The release said Best was now the company's majority owner. </p>
<p></p>
<p>Another set of messages we received included a letter sent by the British investors in the well that was abandoned as a dry hole. They wondered what became of the money that should have been set aside for the completion phase of the project, known as the Campbell #1. </p>
<p></p>
<p>Sharesleuth confirmed that the letter from the investors was real, and that Best sent the response that was included in the chain of correspondence. </p>
<p></p>
<p>The emails that we received not only show that Hutcherson and Prather were owners of EEI, but that they might have sought to conceal that information from the Internal Revenue Service. </p>
<p></p>
<p>In one email from November 2007, for example, Prather asks his accountant if he can amend his tax return to reflect EEI's losses, based on advice from Hutcherson. </p>
<p></p>
<p>"I was talking with Hutch the other day and we just got our year-end back on EEI our company with a 600k operating loss- so he was saying as 45% owner - i should redo my taxes and not pay that bill - and refigure (sic) - I do not want to set off a personal audit though - your thoughts," he says in the email. </p>
<p></p>
<p>In another, Prather wonders if the fact that he's listed simply as an "import consultant" in tax documents would cause problems with the amended return, "since am (sic) actually an owner of EEI." </p>
<p></p>
<p>In still another email, Prather refers to $200,000 he borrowed from a Malaysian company in 2005 as the money he used to start EEI. </p>
<p></p>
<p>If EEI offered its partnership units only to foreign buyers, and if those buyers acknowledged that they were "accredited investors'' who met certain income or net worth guidelines, then the sales could be exempt from most of the Securities and Exchange Commission regulations that cover investment offerings. </p>
<p></p>
<p>But SEC rules still require companies,&nbsp;as a general proposition, to disclose all material information that a reasonable investor would take into account in deciding whether to make a particular investment.</p>
<p></p>
<p></p>
<p><font style="FONT-SIZE: 1.25em"><br /></font></p>
<p><font style="FONT-SIZE: 1.25em"><b>A boiler room in Thailand</b></font><br /></p>
<p></p>
<p>Best never responded to Sharesleuth's questions about EEI's ownership, investment marketing or drilling activities. </p>
<p></p>
<p>But the emails that we received showed that an attorney advised EEI earlier this summer it would have to disclose Hutcherson's role and regulatory history, and that Best considered walking away from the company as one way of avoiding the fallout. </p>
<p></p>
<p>"Our options are: try to buy him out and go forward with past disclosures, Put the company into a bancruptcy/recievership (sic) stage where you are no longer the President and move forward with a new company or just resign outright," John Phillips, EEI's office manager, said in an email to Best. </p>
<p></p>
<p>In another email that followed Sharesleuth's initial inquiries, Best says to Prather and Hutcherson: "I think we need to all call the attorney while I am here and all three talk to him get his opinion and make the needed changes before this article comes out." </p>
<p></p>
<p>Phillips was the employee that Sharesleuth encountered when we paid an unannounced visit to EEI's headquarters in April. The company was then based in a small, windowless office suite in a commercial building about 10 miles north of downtown Dallas. </p>
<p></p>
<p>We asked by name for Richard Wright and Matt Andrews, another&nbsp;representative who had solicited investors on EEI's behalf. </p>
<p></p>
<p>Phillips, one of only two employees present at the time, told us that Wright , Andrews&nbsp;and other&nbsp;members of the sales team were in the field -- along with Best and Hucklebridge -- showing investors a well. He declined to say which well, and threatened to call the police when we persisted in our questioning. </p>
<p></p>
<p>The empty office wasn't a surprise; sources close to EEI had already told Sharesleuth that the company's sales team was operating primarily from Thailand (where both Hutcherson and Prather have been living) and not from Dallas as they often told investors in sales pitches. </p>
<p></p>
<p>An email from Best to a former salesman confirmed the same. </p>
<p></p>
<p>In it, he tells the employee that EEI contracted with Pace Global Business Services in September 2006 to manage its sales and marketing and that Pace employees "are able to be anywhere in the world as long as they represent our company (EEI) appropriately." </p>
<p></p>
<p>EEI never announced the arrangement with Pace. It did issue a press release in May, after Sharesleuth's visit, saying it was expanding its operations into Asia, "including Singapore, Thailand and Hong Kong" and would open an office there. </p>
<p></p>
<p>According to other emails, Phillips and Best were worried about the implications if information about Pace Global became public. </p>
<p></p>
<p>Phillips noted that Chris Carey, the editor of Sharesleuth, had previously linked Hutcherson and Prather to overseas boiler rooms in a series of articles for the St. Louis Post-Dispatch in 2004. </p>
<p></p>
<p>"Carey will undoubtably (sic) make the claim that we have been running a boilerroom (sic) in Thailand," Phillips said in an email to Best. </p>
<p></p>
<p><font style="FONT-SIZE: 1.25em"><b><br /></b></font></p>
<p><font style="FONT-SIZE: 1.25em"><b>Investors raise questions</b></font><br /></p>
<p></p>
<p>Sharesleuth isn't the only one asking questions about the millions raised by EEI. Several partners in the Campbell #1 well, have complained that the company abandoned it at "breakneck speed" after declaring during the drilling that it was a dry hole. </p>
<p></p>
<p>"Being a $2.5 million project, it just does not make sense not to complete and turn it on with so much money at stake,'' the investors wrote in an email to Best. "That is what was contracted to be done and what we paid for." </p>
<p></p>
<p>The investors wondered where the money set aside for the completion phase of the project went. </p>
<p></p>
<p>"It is our understanding that to actually complete a well of this size costs around $500,000 so what happened to those funds, or put another way why havnt (sic) we received a refund?" the investors wrote. </p>
<p></p>
<p>Prather suggested to Best in a subsequent email that EEI tell them the money went toward overhead, reminding the investors of the time and expense of raising capital. As an alternative explanation, Prather suggested that EEI tell the investors that it used the extra money to buy them 10 percent of another project -- even though Best had already told the investors that that 10 percent was purchased at "no expense to the partners." </p>
<p></p>
<p>Another EEI representative, identified only as Matt in the emails obtained by Sharesleuth, said: "Where are these questions coming from? Sound prompted. Need to be careful to prepare answers." </p>
<p></p>
<p>The emails indicate that the same person wrote a draft statement that Best later sent to the investors, which cited an "environment of rising costs" as an explanation and said that "projects can run hundreds of thousands of dollars over budget." He assured the investors that "EEI did not make the decisions to abandon the Campbell #1 to maximize profit," a common oil and gas investment ploy.</p>
<p></p>
<p>Singapore corporation filings (<a href="http://sharesleuth.com/u/ViewImage-5.pdf">see a pdf</a>) show that an Australian named Matthew G. Andrews was a founding director of Pace Global, the entity that handles investment marketing for EEI. Sharesleuth's investigation found that Andrews has been an associate of Hutcherson and Prather for at least four years. </p>
<p></p>
<p>Investors say Andrews was among the EEI representatives who solicited them to buy partnership interests in its wells. A trace of the emails that one person received from Andrews showed that they came from IP addresses in Bangkok and Sydney, Australia, where EEI has a satellite office. </p>
<p></p>
<p>Andrews sent that investor a business card that identified him as an account representative at EEI. The card listed his address as EEI's headquarters in Dallas, and listed his phone number as EEI's main number. (<a href="http://sharesleuth.com/u/EEI_Matt_Andrews_business%20card.jpg">See Andrew's EEI business card</a>)</p>
<p></p>
<p>Best didn't respond to the request by the group of British investors for a complete accounting of the Campbell #1's expenses. He did, however, invite them to visit EEI's offices in Texas to see one of its "productive" wells. </p>
<p></p>
<p><br /></p><font style="FONT-SIZE: 1.25em"><b>Company performance<br /></b></font><br />
<p>Just which wells are productive is hard to determine. The company's in-house operator, EEI Operating Inc., has logged zero production with the Texas Railroad Commission. EEI Operating oversaw a three-well venture called the Klimitchek-Hobbs prospect. </p>
<p></p>
<p>One of EEI's contract operators, Property Development Group Inc., reported in its Railroad Commission filings that a well called Lawson #1 produced 2,083 barrels of oil between November 2006 and January of this year. That translates to less than 5 barrels a day. The well is part of a venture referred to on EEI's website as the Poteet Reef prospect. </p>
<p></p>
<p>That venture was supposed to include three wells, but it appears from Railroad Commission records that only two of the planned wells were actually drilled. </p>
<p></p>
<p>Although Property Development Group told Sharesleuth that the Lawson #1 is still yielding three to four barrels a day, state records show the company has not filed a production report for four months. A woman who answered the phone at Property Development Group said they had submitted the reports and that the records must not be up to date. She said she had current production reports for the Lawson #1 on her desk, but she refused to allow provide a copy to Sharesleuth. </p>
<p></p>
<p>"That's not my job," the woman, who refused to identify herself, said. </p>
<p></p>
<p>The Railroad Commission told Sharesleuth that its records were current and that there's no backlog between the time that reports are filed and the time they appear in the system. </p>
<p></p>
<p>EEI has hailed the success of another of its wells, which it refers to as the EEI PetroQuest Harlan #1. The well is a joint venture with PetroQuest Exploration Inc. of Dallas, and is operated by Mission River Systems Inc. of Corpus Christi, Texas. </p>
<p></p>
<p>EEI and its investors have a 40 percent interest in the project. According to Railroad Commission figures, the well produced 4,377 barrels of oil or condensate in May and June, its first two months of operation. It also produced 18,000 Mcf of natural gas. </p>
<p></p>
<p>The Harlan #1 produced 2,213 barrels of oil or condensate in July - an average of just over 71 barrels a day -- along with 3,203 Mcf of natural gas. </p>
<p></p>
<p>EEI, PetroQuest and Mission River recently drilled a second well, the Harlan #2, on the same leasehold, in Nueces County, Texas. EEI said in a message to investors this week that testing by an outside contractor showed that it could produce roughly 120 barrels a day. </p>
<p></p>
<p>EEI has been raising money for two more wells in that field, and says on its Web site that drilling is set to begin on both of those projects. </p>
<p></p>
<p><br /></p>
<p><font style="FONT-SIZE: 1.25em"><b>Replacement projects<br /></b></font></p>
<p></p>
<p>Several of EEI's current wells are "replacement" projects for drilling ventures that EEI canceled in 2006 and 2007.</p>
<p></p>
<p>In the fall of 2006, EEI began raising $3.5 million for two proposed gas wells in Wharton County, Texas, dubbed the Sklar #1 and Sklar #2. According to investor packets reviewed by Sharesleuth, EEI offered 20 partnership units at $87,500 each. Investors also could opt for fractions of units. </p>
<p></p>
<p>EEI solicited investors in early 2007 for a well it called the Machala #1. That $1.75 million venture would have been in Austin County, Texas., about 10 miles north of the Sklar wells. </p>
<p></p>
<p>EEI did not go forward with any of the projects. It said wet ground on the Sklar property made drilling too difficult. Texas records show that neither EEI nor its partners in the project ever applied for a drilling permit for the Sklar #2 or Machala #1 wells. </p>
<p></p>
<p>EEI shifted investors in the Sklar #1 into the Klimitchek-Hobbs project. EEI initially reported that the drilling there yielded three good gas wells, and told investors in April that the wells had been "connected" and were selling gas. </p>
<p></p>
<p>However, it has made little mention of them since. As noted above, state records show the EEI has reported no production. </p>
<p></p>
<p>Investors in the Sklar #2 were shifted to the recently completed Harlan #2 venture. </p>
<p></p>
<p>EEI told investors in July that it expected to have the Harlan #2 hooked up and selling oil and gas by the end of that month. It later said that work was delayed because of heavy rain caused by Hurricane Dolly. EEI's next message to investors said the well was supposed to be hooked up and selling oil and gas by mid-August. The company said in its update last week that the well should become commercial by Sept. 12. </p>
<p></p>
<p>EEI partnered with PetroQuest and Mission River Systems on both Harlan wells. The three companies also are poised to begin drilling&nbsp;a third well, the Elliot #1, in the same field as the Harlan well. </p>
<p></p>
<p>EEI sought to raise $1.75 million from investors for its share of that project. </p>
<p></p>
<p>EEI's web site also features three more projects, including the Dorsogna #1 well, in the same area as the Harlan and Elliot wells. Another venture is the Richie Farms #2 well in San Patricio County, Texas, in which investors would have a 25 percent interest. That gas well is being developed by MPG Petroleum Inc of San Antonio. The third project, added in the past few weeks, is a well in Louisiana that EEI would develop with two partners. </p>
<p></p>
<p>Sharesleuth reviewed the investor packages for six of EEI's projects. We found that in most cases, those packages included summaries of potential payouts that were based on production levels well above the recent performance of other wells in the same areas. </p>
<p></p>
<p>Some used production levels as high as 300 barrels of oil a day in their examples. The average for all wells in Texas is just over 6 barrels a day. EEI noted in small print at the bottom of several of its projection pages that the numbers were not based on historical results and were offered for comparative purposes only.</p>
<p></p>
<p><br /></p>
<p><font style="FONT-SIZE: 1.25em"><b>Investor returns<br /></b></font></p>
<p></p>
<p>It's not clear how much money EEI's investors have received in returns on their investments. Investors in the Campbell well have received nothing, other than tax deductions they might be able to claim against other income. </p>
<p></p>
<p>Sharesleuth talked to one investor who put $50,000 into another of EEI's projects and has received only $300 or so in payouts. </p>
<p></p>
<p>EEI said in a slide show prepared for an investor presentation in Australia that the Harlan #1 well generated returns of $5,861.50 per unit, after taxes, in May. The company said that at current, higher production rates, the return per unit would be $11,425 month. </p>
<p></p>
<p>At that rate, investors who bought a full unit for $87,500 could recoup their initial capital in less than a year and then start realizing hefty profits. </p>
<p></p>
<p>EEI told investors in the Sklar #1/Klimitcheck-Hobbs venture last month that it intended to make up for their disappointing returns by giving them its own 15 percent interest in those wells, and by purchasing them a 10 percent interest in a new venture. </p>
<p></p>
<p>That new well was the Dorsogna #1. </p>
<p></p>
<p>"EEI is not yet satisfied with the returns that our partners have seen so far on this project, but EEI is going above and beyond normal operating procedures to pursue a satisfactory return for our partners on this project," EEI's John Phillips said in the message. "Although investing in oil and gas is a risky adventure, EEI has and will continue to do its part to assist our partners to maximize returns.'' </p>
<p></p>
<p></p>
<p><br /></p>
<p><font style="FONT-SIZE: 1.25em"><b>Well kept secrets<br /></b></font></p>
<p></p>
<p>The list of things that the average investor in EEI doesn't know about the company extends beyond its true owners, its beginnings with a convicted felon and the real location of its sales team. </p>
<p></p>
<p>For example, EEI also doesn't mention that Robert H. Hucklebridge, the president of its wholly owned subsidiary, EEI Operating Inc., was fined $5,000 in 1997 for selling unregistered securities in Texas, according to regulatory records. </p>
<p></p>
<p>And although EEI's website said that Best was "licensed with the National Association of Securities Dealers," his registration actually lapsed several years ago, in 2005 (<a href="http://sharesleuth.com/u/Best%20NASD%20documents.pdf">see Best's registration documents</a>). The claim was deleted after Sharesleuth raised questions about it. </p>
<p></p>
<p>EEI's early marketing materials touted its "accomplished geologist James Phelps," and its web site once listed him among the four members of its management team and advisory board. Phelps told Sharesleuth that he never worked for the company, but only sold an oil prospect to Hucklebridge, who in turn took it to EEI. </p>
<p></p>
<p>Phelps told Sharesleuth he had no idea that EEI was using his credentials to boost the company's credibility. </p>
<p></p>
<p>EEI also did not disclose the criminal past of one of its vice presidents, a man known to investors as Richard Wright. </p>
<p></p>
<p>His real name is Richard Ayoub. He pleaded guilty in 2002 to conspiracy to defraud the United States after being implicated by four other men in an international money laundering scheme. </p>
<p></p>
<p>According to court documents (<a href="http://sharesleuth.com/u/ayoub-indictment.pdf">see Ayoub's indictment</a>), Ayoub supplied the men with stolen, forged Canadian checks that they then cashed at Jacksonville, Fl., banks. Once the checks cleared, they withdrew the funds. They kept a portion of the money for themselves and gave the rest to Ayoub. He passed it on to Kourosh Ziaee -- an international money launderer known to authorities as "the ghost" -- through Ziaee's associates. Ziaee then sent most of the money to Iran, where it disappeared, according to a transcript of Ayoub's sentencing hearing. </p>
<p></p>
<p>A judge sentenced Ayoub to five months in prison and three years probation. He was released in the summer of 2004. </p>
<p></p>
<p>Sharesleuth confirmed that that EEI knew Ayoub's real name and knew about his past. Ayoub was still on probation at the time that he joined the company and EEI was in touch with his federal probation officer. </p>
<p></p>
<p>Sharesleuth sent a list of questions to EEI's president Curtis Best, including ones asking why Wright's true identity was hidden from investors. Best didn't respond. Afterward, however, one of EEI's investors told Sharesleuth that he received a call from Ayoub saying that he wanted the investor to know his real name. </p>
<p></p>
<p>According to the investor, Ayoub explained that he only used a fake name because he was afraid his real name, which is Arabic in origin, would alienate people in the aftermath of the Sept. 11, 20001 terrorist attacks. The investor said Ayoub never mentioned his criminal conviction. <br /></p>
<p>Ayoub declined to be interviewed for this article.<br /></p>
<p></p>
<p><font style="FONT-SIZE: 1.25em"><br /></font></p>
<p><font style="FONT-SIZE: 1.25em"><b>A kidnapping</b></font><br /></p>
<p align="center"><span class="Apple-style-span" style="FONT-WEIGHT: bold; FONT-SIZE: 16px">
<span class="mt-enclosure mt-enclosure-image" style="DISPLAY: inline"><img class="mt-image-center" style="DISPLAY: block; MARGIN: 0pt auto 20px; TEXT-ALIGN: center" height="376" alt="Thumbnail image for Mark Hutcherson" src="http://sharesleuth.com/u/AP0704140342-thumb-516x376.jpg" width="516" /></span></span><font style="FONT-SIZE: 0.64em"><span>Photo © The Associated Press. Used by permission.</span></font></p>
<p></p>
<p>In April 2007, Hutcherson was abducted from his home in Thailand and held for five days. According to news accounts, the kidnappers entered Hutcherson's condominium claiming to be police officers. They beat him, forced him to turn over the equivalent of $400,000 in cash that was in the residence and led him away in handcuffs. </p>
<p></p>
<p>They left a note for his Thai companion demanding an additional $800,000 for his release. Instead, she went to the authorities, who reviewed the videotape from the security cameras at Hutcherson's condominium complex and discovered that police officers were indeed among the group that took him. </p>
<p></p><span class="mt-image-left">
<span class="mt-enclosure mt-enclosure-image" style="DISPLAY: inline"><font style="FONT-SIZE: 0.64em">Photo © The Associated Press. Used by permission.</font><br /><a href="http://sharesleuth.com/u/AP0704140359.jpg"><img class="mt-image-left" style="FLOAT: left; MARGIN: 0pt 20px 20px 0pt" height="493" alt="Mark Hutcherson 2" src="http://sharesleuth.com/assets_c/2008/09/AP0704140359-thumb-300x493.jpg" width="300" /></a></span></span><br />
<p>A 30-member SWAT team freed Hutcherson in a raid on a Bangkok townhouse. They reportedly found him blindfolded, handcuffed and chained to the floor. Seven people were arrested in connection with the abduction, and three more were sought. </p>
<p></p>
<p>According to an Associated Press story, Hutcherson said he was in the oil and gas business in Texas and commuted between the United States and Thailand. A story in a Thai newspaper said he was in the import-export business. </p>
<p></p>
<p>The information that Sharesleuth assembled on EEI could support both explanations. Prather noted in an email to his accountant that although he was an owner of EEI, he was listed in its records as "import consultant/shipping services.'' </p>
<p></p>
<p><br /></p>
<p><font style="FONT-SIZE: 1.25em"><b>Longstanding ties</b><br /></font></p>
<p></p>
<p>It appears that Best knew Hutcherson and Prather long before the three created EEI. </p>
<p></p>
<p>In the spring of 2004, an unknown source sent Chris Carey, now the editor of Sharesleuth, a copy of the address book from one of Prather's email accounts. </p>
<p></p>
<p>We took a fresh look at the listings when reporting this story, and found most of the key players behind EEI. Prather's directory included email addresses for Hutcherson and Best. According to Best's registration statement with the National Association of Securities Dealers, he was on an extended trip to Thailand at that time. </p>
<p></p>
<p>The directory included two addresses at Netspan Inc., the company that later identified Prather as its conduit to the Roth Group, which turned out to be an unlicensed boiler-room brokerage. </p>
<p></p>
<p>The directory also included an email address for someone named Matt, at the domain "thailandopportunities.com." That site is no longer live. But an archived page from another site shows that Matt Andrews was editor of Thailand Opportunities.</p>
<p></p>
<p>That is the same Matt Andrews who now heads Pace Global. </p>
<p></p>
<p>The archived web site also listed the contact for Thailand Opportunities as Asia Communications Group Ltd. - a name very similar to the entity listed as EEI's original funding source in William Brosseau's 2006 lawsuit. We found a&nbsp;profile for Matt Andrews on a popular business networking site that lists him as an owner of Asia Communications.</p>
<p></p>
<p>Prather's director included an address for Paul Richard Bell,&nbsp;who settled fraud charges with the CFTC in 1992 and was barred from the commodities and futures industry for life. </p>
<p></p>
<p>Bell has been linked to boiler room brokerages in Asia and other parts of the world. He was arrested in Australia in 2001 and charged with numerous offenses, including making false and misleading statements to investors. He pleaded guilty to some of the charges and got a suspended sentence. </p>
<p></p>
<p>The SEC brought a securities fraud case in 2002 against Bell and First Florida Communications Inc., a company he controlled. It won a judgment and permanent injunction against him the following year. </p>
<p></p>
<p>Bell and two other people were arrested again in July of this year, by authorities in London. They were meeting with investors there on behalf of ALV Group, a purported venture capital firm that has been the subject of international regulatory warnings. They were not formally charged. Their passports were returned and they were allowed to leave the country. </p>
<p></p>
<p>The <a href="http://www.alvgroup.com/alvgroup/documents/overview.html">web site for ALV Group says</a> that Asia Communications Group is one of the companies that it represents. </p>
<p></p>
<p>Another of the addresses in Prather's old directory, for a "Sir Gooch," corresponded to one used by John V. Guchone, a former stock broker in New York who was suspended by the NASD in 1998 for failing to pay an arbitration award. </p>
<p></p>
<p>Guchone was detained along with Bell at the ALV Group event in London. ALV Group's web site lists him as a member of its research department. </p>
<p></p>
<p>Bell and Guchone also are directors of Green World Solutions Ltd., a Bangkok-based company that says it pursuing a range of renewable energy initiatives, including the production of biodiesel from the seeds of a shrub called the Jatropha. </p>
<p></p>
<p>Some EEI investors have been receiving investment pitches from representatives of Green World Solutions, suggesting that both companies might be working from the same prospect list.</p>
<p></p>
<p>British regulators issued a warning about Green World Solutions on July 30, saying that the company was not authorized to conduct investment activities within the United Kingdom.</p>
<p><font size="+0"></font></p>]]>
    </content>
</entry>

<entry>
    <title>History and mystery</title>
    <link rel="alternate" type="text/html" href="http://sharesleuth.com/08/07/49/history-and-mystery/" />
    <id>tag:sharesleuth.com,2008://1.49</id>

    <published>2008-07-23T05:38:29Z</published>
    <updated>2008-07-24T21:00:33Z</updated>

    <summary>(Editor&apos;s note: In the course of our investigations, we come across people whose names pop up frequently in connection with questionable companies, or who always seem to have other issues surrounding them. We think that covering in detail the backgrounds...</summary>
    <author>
        <name>Chris Carey</name>
        <uri>http://sharesleuth.com</uri>
    </author>
    
        <category term="Investigations" scheme="http://www.sixapart.com/ns/types#category" />
    
    <category term="chinafiresecuritygroup" label="China Fire &amp; Security Group" scheme="http://www.sixapart.com/ns/types#tag" />
    <category term="houseoftaylorjewelryinc" label="House of Taylor Jewelry Inc." scheme="http://www.sixapart.com/ns/types#tag" />
    <category term="martinsumichrast" label="Martin Sumichrast" scheme="http://www.sixapart.com/ns/types#tag" />
    <category term="signalife" label="Signalife" scheme="http://www.sixapart.com/ns/types#tag" />
    
    <content type="html" xml:lang="en" xml:base="http://sharesleuth.com/">
        <![CDATA[<font style="font-size: 1em;"><i>(<b>Editor's note</b>: In the course of our investigations, we come across people whose names pop up frequently in connection with questionable companies, or who always seem to have other issues surrounding them. We think that covering in detail the backgrounds of these people will help make investors smarter. We created Sharesleuth.com to introduce you to some of them, and now we are adding a second page, <a href="http://sharesleuth.com/matrix">Sharesleuth.com Matrix</a>, to allow you to track them. Starting with this story, we will add summaries of individuals and companies that appear in Sharesleuth stories to a searchable database that readers can use to learn more about them and to see how what links they might have to others in the database.)</i></font> 
<p><br /></p>
<p>In December 2001, the Nasdaq stock exchange delisted the shares of Global Capital Partners Inc., citing its ties to people with serious criminal or regulatory histories. </p>
<p>Nasdaq investigators concluded that two convicted felons, Regis Possino and Sherman Mazur, had acquired a substantial, undisclosed interest in the company, which operated brokerages in the United States and Europe. Global Capital's chairman and chief executive, Martin A. Sumichrast, was a direct participant in the financing deal that led to their involvement.</p>
<p>According to Nasdaq's <a href="http://sharesleuth.com/beta/2008/07/22/SumichrastNASDAQ.pdf">findings</a>, Sumichrast created a separate entity that bought newly issued shares from Global Capital, using money that ultimately came from companies connected to Possino and Mazur. Global Capital (Pink Sheets: GCPL.PK) later bought millions of dollars of stock in obscure public companies tied to Possino or Mazur. Nasdaq said the brokerage also sold a stake in an online subsidiary to a company headed by one of their associates, another financial felon. In addition, investigators said, Global Capital participated in a dubious $27.5 million divestiture that led it to inflate assets and earnings and to file what it called "materially misleading" financial statements for at least three quarters.</p>
<p>No regulatory charges were filed in connection with the deals. Nor were investors ever told the full reason for the delisting. By appearances, Global Capital's shares were removed solely for failure to meet the exchange's minimum share price.</p>
<p>Global Capital gave up its brokerage license in 2002 and faded from view. Since then, Sumichrast has worked as a consultant for other publicly traded companies. He also led an investor group that packaged four U.S. shell companies for reverse mergers with China-based partners. The first of those shells became <a href="http://www.sureland.com/default.htm">China Fire &amp; Security Group Inc</a>., which was the subject of a previous Sharesleuth <a href="http://sharesleuth.com/2008/03/china_fire_security_group_inc_1.html">investigation</a>. </p>
<p>A second shell company, International Imaging Systems Inc., was transformed last fall into <a href="http://www.chinabaorun.com/">China Bio Energy Holding Group Co</a>. (OTCBB: CBEH.OB). A third, Forme Capital Inc., combined in March with a Chinese supermarket chain and has changed its name to QKL Stores Inc. (OTCBB: QKLS.OB). The fourth shell, Southern Sauce Co. (SOSA.OB) announced last month that it had completed a reverse merger with a Chinese company that specializes in ceramic valves and other products.</p>
<p>In our report on China Fire, we noted that some of the investors in the shells had previously been connected to stock manipulation schemes. Since then, we have turned up information linking Sumichrast to a succession of&nbsp;white-collar criminals.</p>
<p>Our research also shows that Sumichrast and several of his partners in the shell and reverse-merger deals have a mutual history at other public companies. One of those is in liquidation, and another is facing delisting from the American Stock Exchange. We think that anyone considering investing in China Bio Energy, QKL Stores or the Chinese valve maker should know the backgrounds of the people who have helped create them.</p>
<p>&nbsp;</p>
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        <![CDATA[<p>It's possible that China Fire, China Bio Energy, QKL Stores and the Chinese valve maker are perfectly legitimate companies that had the misfortune of doing business with Americans who have questionable pasts. But we wonder why, if those and other Chinese companies are so promising, they escaped the attention of bigger, more reputable U.S. investment firms. We also wonder why the more we investigate these Chinese reverse-merger deals, the more people we find with criminal or regulatory pasts. We will continue to dig deeper and report on what we find.</p>
<p>(<em>Disclosure: Mark Cuban, the majority member of Sharesleuth.com LLC, has no position in any of the stocks mentioned in this story. Chris Carey, editor of Sharesleuth.com, does not invest in individual stocks and has no position in any of the stocks mentioned here</em>.) </p>
<p><br /></p><p><b>NEW FINDINGS</b></p>
<p>Sharesleuth's latest reporting found that Sumichrast's ties to past fraud schemes or individuals who committed fraud were more extensive than we first realized. We found that: </p>
<ul>
<li>Sumichrast was a director and shareholder of A1 Internet.com Inc., a public company that was one of Global Capital's investment banking clients. A1 and Global Capital also were partners in an online venture designed to link businesses with buyers and investors. A1 Internet's second-largest stockholder, Larry W. Kerschenbaum, pleaded guilty to conspiracy to commit securities fraud in connection with his sale of A1 shares.&nbsp;Federal prosecutors <a href="http://sharesleuth.com/beta/2008/07/22/KeschenbaumInformation.pdf">charged </a>that, from 1999 to 2001, he bribed two Global Capital brokers to recommend and sell his shares to their clients. The stock sales began while Sumichrast was on A1 Internet's board and while he was running Global Capital (then called Eastbrokers International Inc.) Three other people associated with A1 Internet, including its chief executive officer, were later convicted or pleaded guilty in a <a href="http://sharesleuth.com/beta/2008/07/22/BertmanIndictment.pdf">separate fraud case </a>involving sales of the company's stock. ((<em>To read more about Global Capital and A1 Internet, <a href="http://sharesleuth.com/beta/2008/07/23/A1%20INTERNET.pdf">click here</a></em>)) </li>
<li>Sumichrast was one of four people who provided short-term "bridge loan" financing to e-Net Inc. in 1996, just before a planned stock offering underwritten by a corrupt brokerage called Stratton Oakmont Inc. Global Capital's corporate predecessor, Czech Industries Inc., had raised $15 million through that firm the previous year. Stratton Oakmont's owners would later go to prison for a variety of offenses, including manipulating share prices in at least 34 public offerings. The Czech Industries deal was among them. In some of the offerings, Stratton Oakmont's owners and their associates used bridge loans to put shares and warrants in the hands of front people who agreed to sell the securities back to them upon demand. e-Net did not go forward with its stock sale. According to an account in the Washington Post, regulators balked at Stratton Oakmont's involvement, and were concerned that the four bridge lenders were getting securities valued at $7 million for a $1 million loan that was to be repaid in less than a year. e-Net went public the following year in an offering underwritten by Barron Chase Securities Inc., a firm whose president later went to prison for his role in yet another <a href="http://www.usdoj.gov/usao/nys/pressreleases/January04/prousalisindictment.pdf">fraudulent stock offering</a>.</li>
<li>Sumichrast appears to have been involved in the creation of a company called American Corp., which filed for a public offering in September 2002. SEC <a href="http://tinyurl.com/5pbysc">documents </a>show that the major shareholders were Sumichrast's sister-in-law, Stacey L. Rennix; his business partner, Ralph O. Olson; two former Global Capital insiders and Thomas T. Prousalis Jr., the lawyer who acted as securities counsel for e-Net, Czech Industries and a handful of other companies in their Stratton Oakmont offerings. American Corp.'s last SEC filing on its proposed stock sale was in August 2003. Prousalis was <a href="http://www.usdoj.gov/usao/nys/pressreleases/January04/prousalisindictment.pdf">indicted</a> five months later in connection with another stock deal - the same one that landed the president of Barron Chase in prison.&nbsp;Prousalis pleaded guilty in the middle of his trial and was sentenced to 57 months. According to coverage of the case in the Washington Post, prosecutors had asked to present evidence that Prousalis was a participant in the planning of six fraudulent public offerings, including the e-Net and Czech Industries deal. They said that Jordan Belfort, one of the founders of Stratton Oakmont, would testify against him.</li></ul>
<p><br /></p><p><b>MUTUAL HISTORY</b></p>
<p>Five members of the group that invested in Sumichrast's Chinese reverse-merger deals were involved in a California company called <a href="http://www.hotj.com/">House of Taylor Jewelry Inc</a>. (Pink Sheets: HOTJ.PK), either as officers, directors, shareholders or investment bankers. The "Taylor'' in the corporate name is actress Elizabeth Taylor, who licensed a line of jewelry to the business and became its biggest shareholder. Former supermodel <a href="http://www.kathyireland.com/">Kathy Ireland</a> also licensed a line of jewelry to the company.</p>
<p>Lomond International Inc., a company run by Sumichrast and Olson, helped create House of Taylor in May 2005. SEC filings don't specify the role that Lomond played in the company's formation. They do show that Lomond got 900,000 shares of stock, making it the sixth biggest holder. House of Taylor's shares have skidded from a high of $7.50 in January 2006 to less than a penny today. Its stock was delisted from the Nasdaq exchange in April. Taylor and Ireland have terminated their licensing deals with the company, and its main lender is liquidating its assets.</p>
<p>Sharesleuth's investigation found that Lomond International and two other early House of Taylor investors transferred at least 1.6 million of their shares in 2005 to recipients whose names never appeared in the company's SEC filings. They included two people with long ties to Irving Kott, a Canadian financier and stock promoter with two <a href="http://sharesleuth.com/beta/2008/07/22/KottPlea.pdf">fraud-related convictions</a>.&nbsp;That discovery continued a pattern that we had noted in our earlier story.</p>
<p>Some of those House of Taylor shares also wound up with a company whose signatory was Sumichrast's sister-in-law, and to four inscrutably named limited liability companies - each of which used a drop box at a different Mailboxes Etc. store as its business address.</p>
<p>SEC filings show that a company headed by stock promoter Stephen E. Apolant got shares in House of Taylor a few weeks before its formal creation. At the time, Apolant was a defendant in an <a href="http://www.sec.gov/litigation/complaints/comp18909.pdf">SEC fraud case </a>involving a "pump and dump'' scheme at another public company.</p>
<p>At least five members of Sumichrast's investor group also were involved in a company called Recom Managed Systems Inc. The shares of that company, now known as <a href="http://www.signalife.com/">Signalife Inc</a>. (AMEX: SGN), peaked at $8.90 in April 2004 and have been on a long decline ever since. The stock now trades for 18 cents and the company is facing delisting from the American Stock Exchange. </p>
<p>A former chief executive of Recom, Stephen O. Sparks, testified in a court case that Lomond International worked to manipulate Recom's stock. Sparks said that during his time at the company in 2002 and 2003, Lomond International traded in Recom's shares to boost the price and volume, and touted the stock to market makers and other investors.</p>
<p>Lomond International is the same entity that Sumichrast and Olson used to buy stakes in the shell companies they merged with Chinese partners.</p>
<p>Sparks also testified in his deposition that many of Recom's activities were secretly orchestrated&nbsp;by Mitchell J. Stein, a California financier and attorney. He said that Stein - who was not listed among Recom's officers, directors or control persons --&nbsp;made hiring and spending decisions, represented the company at key business meetings, issued press releases about its&nbsp;activities and directed certain individuals to trade in its shares.</p>
<p>A second company run by Sumichrast and Olson received a consulting contract with Recom in March 2003. SEC filings show that the firm, Crown Reef Holdings Inc., was supposed to advise Recom on strategic planning, marketing and other subjects. It was paid with 800,000 shares of stock, the sale of which generated well over $2 million.</p>
<p>Sharesleuth noted one other common link between House of Taylor and Recom. Both companies had been shells controlled by California businessman Sim Farar or his sons. Farar is a prominent Democratic Party fundraiser who helped raise millions for Sen. Hillary Clinton in her unsuccessful run for the presidential nomination.</p>
<p><br /></p><p><b>THE NETWORK</b></p>
<p>The members of the investment group that controlled the shells that became China Fire, China Bio Energy and the newly public grocery chain include: </p>
<ul>
<li>Sumichrast, a partner in Lomond International and several other investment and consulting companies based in Charlotte, N.C.</li>
<li>Olson, Sumichrast's partner in the investment and consulting companies. He is a former investment banker for Global Capital and was vice president of one of its brokerage subsidiaries in Englewood, Colo.</li>
<li>Raul C. Silvestre Jr., an attorney in Westlake Village, Calif., and president of Castle Bison Inc., an investment company. He previously was secretary and treasurer of Recom, and also served as its securities counsel.</li>
<li>John Scardino, a real estate developer based in Westlake Village. He shares office space with Silvestre.</li>
<li>Ariel Coro, manager of Menlo Venture Partners LLC, an investment company in Agoura Hills, Calif. </li></ul>
<p>Vision Capital Advisors LLC, a hedge fund in New York, invested in all four of the group's shell or reverse-merger deals. Its Vision Opportunity China Fund (AIM: VOC.L) put roughly $10 million into both China Bio Energy and QKL Stores, and put more than $15 million into Southern Sauce. Vision declined through its attorney to answer questions posed by Sharesleuth. </p>
<p>SEC filings show that Lawrence Chimerine, an economic consultant and a former director of Global Capital, invested in the first three shells that merged with Chinese companies. So did the wives of Cary W. Sucoff and Harvey R. Kohn, who run Equity Source Partners LLC, a broker-dealer and investment banking firm in Jericho, N.Y. The fourth Chinese company has yet to file the type of SEC form that would show whether those people invested in that deal.</p>
<p><a href="http://www.larrychimerine.com/">Chimerine</a> also is a director of House of Taylor. He joined its board in September 2005. Sucoff and Kohn provided investment banking services to House of Taylor and helped it raise money through a private placement.</p>
<p>We've created a flow chart that shows how members of this network moved between companies and how some of those companies interacted with one another. To see the chart,&nbsp;<a href="http://sharesleuth.com/beta/2008/07/23/Final%20Flowchart.pdf">click here</a>.&nbsp;</p>
<p><br /></p><p><b>SHARE REGISTRATION</b></p>
<p>The SEC recently signed off on China Bio Energy's <a href="http://tinyurl.com/66928j">registration statement </a>covering the resale of 2.84 million shares held by Sumichrast's investor group and several other parties that got stock through the reverse merger. China Bio Energy's stock has traded in low volumes on the Over the Counter market. Nevertheless, its share price has risen sharply over the past few months, climbing from a base of $4.25 in early May to a recent peak of $9.25. At Wednesday's&nbsp;closing price of $6.25, the nearly 1.3 million shares and warrants that Sumichrast's investor group held after the reverse merger would have a market value of $8.12 million. The group bought control of the shell for $405,000.</p>
<p>QKL Stores filed a <a href="http://tinyurl.com/5asnoo">registration statement </a>in May. Its plan covers the sale of roughly 12.2 million shares, including 1.5 million shares originally held by members of Sumichrast's investor group. QKL Stores' stock is lightly traded, but has nearly doubled since May. At Wednesday's&nbsp;closing price of $5.95, the shell group's stake would have market value of $8.92 million. The group bought control of the shell for $650,000.</p>
<p>China Fire started out on the Over the Counter market and moved to the Nasdaq in July 2006. It appears that China Bio Energy and QKL Stores are headed down the same path. Securities and Exchange Commission filings show that the reverse merger deals for each of those companies contain <a href="http://sharesleuth.com/beta/2008/07/23/STOCKCLAUSE.PDF">a provision </a>that grants their&nbsp;private placement investors an&nbsp;additional 1 million shares&nbsp;if they&nbsp;fail to gain a listing on the Nasdaq, the American Stock Exchange or the New York Stock&nbsp;Exchange by certain target dates.</p>
<p><br /></p><p><b>MARTIN SUMICHRAST</b></p>
<p>Our <a href="http://sharesleuth.com/2008/03/china_fire_security_group_inc_1.html">initial story </a>on China Fire&nbsp;noted that Sumichrast had been chief financial officer of Czech Industries at the time when its public offering was used a fraud vehicle by Stratton Oakmont. It also noted that Sumichrast had numerous ties to associates of Irving Kott. One of Kott's criminal convictions involved his secret ownership interest in J.B. Oxford Holdings Inc., a now-defunct brokerage company based in Beverly Hills, Calif. </p>
<p>The 48-count indictment in that case alleged, among other things, that two of Kott's associates were given allotments of stock in Stratton Oakmont's fraudulent offerings in return for J.B. Oxford clearing trades for Stratton Oakmont and several related brokerages. The allotments included shares and warrants in the Czech Industries offering.</p>
<p>Czech Industries originally owned hotels and other businesses in Eastern Europe. The company changed its name to Eastbrokers International Inc. in December 1996, to better reflect a new focus on the securities business. It renamed itself Global Capital in 1998. For the purpose of clarity, we will refer to the company by that name for the rest of this story.</p>
<p><br /></p><p><b>FINANCIAL PARTNERS</b></p>
<p>After regulators shut down Stratton Oakmont, Global Capital hired two other investment firms to raise capital through stock placements. Those firms were Walsh Manning Securities LLC and JB Sutton Group LLC. The two principals of Walsh Manning - Frank J. Skelly and Craig Gross - had worked at Stratton Oakmont. They would be <a href="http://www.usdoj.gov/usao/nys/skelly.html">indicted on fraud charges </a>in 2002 in connection with their activities at Walsh Manning. Authorities also charged Kenneth S. Greene, one of the founders of Stratton Oakmont, along with an employee of JB Sutton and two other men. Prosecutors alleged that, from 1995 to 1997, the men secretly acquired discounted stock in public companies through private placement deals, then sold them at artificially inflated prices through Walsh Manning, JB Sutton and another brokerage. </p>
<p>Although Global Capital was not one of the companies whose shares were covered by the indictment, SEC filings&nbsp;show that Skelly, Gross and another defendant in the case had acquired its stock and warrants through private placements as well. Walsh Manning went out of business. Skelly and Gross were convicted in 2004 and were sentenced to 57 months in prison. Global Capital later bought JB Sutton.</p>
<p><br /></p><p><b>J.B. OXFORD CONNECTIONS</b></p>
<p>The FBI and the SEC raided J.B. Oxford in the fall of 1997. The brokerage was sold the following year, and its new owners agreed in a $2 million settlement with the Justice Department to cut all ties to Kott, who had been listed in the firm's records as a consultant.</p>
<p>Global Capital maintained relations with some of&nbsp;the old operators, however. When it bought its first U.S. brokerage, its partner in the purchase was John Paul Devito, a vice president of J.B. Oxford. He later became a vice president of Global Capital and a member of its board.</p>
<p>In May 2001, Global Capital hired Stephen M. Rubenstein, who had been J.B. Oxford's chief executive officer. Three months later, Global Capital got a financial consulting contract from Intasys Corp., a Montreal company with ties to Kott.</p>
<p>In September 2001, Global Capital issued a "strong buy" recommendation on Intasys' stock, with a 12-month price target of $8 a share and a 24-month target of $18. At the time, the company's stock was trading for around $2.</p>
<p>In January 2002, Global Capital announced a recapitalization and restructuring led by Sam Luft, one of Intasys' directors. Another Intasys director was slated to become president of the reconstituted company. In March 2002, however, Global Capital gave up its brokerage license, and Sumichrast resigned as chairman and chief executive.</p>
<p>The following month, Lomond International took over Global Capital's consulting deal with Intasys, along with the Intasys stock it had received as payment.</p>
<p>In February 2004, Lomond International participated in a reverse merger deal alongside Harold Wine, a longtime associate of Kott and a onetime investor in J.B. Oxford. They said in a <a href="http://www.secinfo.com/dV35v.1az.htm">joint filing</a> with the SEC that they had acquired their shares through a "call option" agreement with the owners of the shell company, Tele-Optics Inc.</p>
<p>One of the sellers who signed that agreement was John F. LaSala, a former partner in a south Florida brokerage firm called Sheffield Securities Inc. He pleaded guilty in 1990 to participating in a manipulation of penny stocks. His two co-owners also pleaded guilty.</p>
<p>SEC filings show that LaSala or his wife, Alicia M. Lasala, were shareholders of two of the shell companies that Lomond International used in its Chinese reverse merger deals. Those shells became China Fire and China Bio Energy.</p>
<p>Tele-Optics became Velocity Asset Management Inc. (AMEX:JVI). SEC filings show that when that company later raised capital through a private placement, the investors included Silvestre, Scardino and Marvin H. Fink, a former Recom executive who has invested alongside them in the shells that merged with Chinese companies.</p>
<p>Sumichrast has declined to answer questions submitted by Sharesleuth.. His attorney, Ellyn S. Garofalo, contacted us in early June and said that some of the things we had previously written about her client were incorrect. She warned that any false statements about him could be met with legal action. However, she did not respond to follow up calls requesting clarification on what information she believed was inaccurate.</p>
<p>Garofalo also was Kott's defense attorney in his criminal proceedings.</p>
<p><br /></p><p><b>HOUSE OF TAYLOR</b></p>
<p>Although the star power of Elizabeth Taylor and Kathy Ireland has helped generate billions of dollars in sales of perfume, clothing and other products, it did little to boost House of Taylor's jewelry business. The company reported sales of $5.61 million in 2005 - its first year in business -- and a net loss of $3.53 million.</p>
<p>House of Taylor's sales jumped to $31.8 million in sales in 2006, the year the stock moved from the Over the Counter market to the Nasdaq. The company formally introduced its Taylor and Ireland lines at trade shows in the spring and summer of that year. However, SEC filings show that $22.4 million of its revenue came from the sale of loose diamonds rather than finished jewelry, and that a single customer was responsible for nearly half of those purchases. The company posted an $8.35 million loss for the year.</p>
<p>House of Taylor has yet to file its annual report with the SEC for 2007. In its request for an extension, it said unaudited figures showed gross revenue of $21.6 million - a decline of more than 30 percent -- and a loss of $14.8. It added that, allowing for returns of $12.5 million and "sales return allowances" of $8.9 million, its net revenue last year was just $200,000.</p>
<p>Other SEC filings show that through the first nine months, loose diamonds still accounted for more than 70 percent of House of Taylor's revenue. Bob Rankin, the company's chief operating officer and chief financial officer, declined to talk to Sharesleuth.</p>
<p><br /></p><p><b>FOLLOWING THE SHARES</b></p>
<p>When we searched SEC filings to see what became of the House of Taylor shares held by its creators, we found that a large amount of stock appeared to have been transferred to other investors through private transactions. We also found that the account in SEC filings of how House of Taylor was fashioned from a shell company called Nurescell Inc. left out some pertinent details.</p>
<p>Here's our summary, which focuses on a few key dates:</p>
<p>On Feb. 16, 2005, a pair of limited liability companies headed by Justin Farar and Joel Farar paid $500,000 for nearly all of Nurescell's stock. The two entities -- 2FeetCan LLC and 412S LLC -- also provided $70,000 in loans to Nurescell. The loans were repaid on April 25, 2005, with each of the limited liability companies getting 810,038 additional Nurescell shares. After that transaction, they collectively held 2.86 million shares.</p>
<p>Less than a week later, the limited liability companies <a href="http://www.secinfo.com/dV3p8.z16t.htm">filed matching forms </a>with the SEC saying that they had entered into "put/call'' agreements covering half their holdings. Put/call agreements give one party the option to sell, or put, shares to another at a predetermined time and price. If the party holding the shares does not exercise that option, the other party still can exercise its right to buy, or call, the shares.</p>
<p>The filings said the option deals were signed May 1, 2005 and became exercisable on Oct. 26, 2005. The price per share was 3.5 cents. At the time, the number of shares covered by the deals equaled 48 percent of the company's outstanding stock. The two limited liability companies provided no information on the other parties to the put/call agreements, nor did anyone else file forms disclosing their participation in them.</p>
<p>On May 20, 2005, Nurescell morphed into House of Taylor. It issued 12 million shares of stock to a company owned by Elizabeth Taylor, 7 million shares to a company owned by Kathy Ireland and just over 8 million shares to members of a Los Angeles family, the Abramovs, who contributed their jewelry manufacturing business to the venture. After the deal, the company had 33.7 million shares of stock outstanding.</p>
<p>Jack Abramov became House of Taylor's chairman and chief executive, and Monty Abramov became vice president and design director. Martin Sumichrast took on the title of <a href="http://sharesleuth.com/beta/2008/07/22/SumichrastBusinesCard.pdf">advisor to the chairman</a>.</p>
<p>The SEC filing on the reorganization and merger included a list of <a href="http://tinyurl.com/5lngd4">new House of Taylor stockholders</a>.&nbsp;It showed Lomond International with 900,000 shares and an entity called MAC385 LLC with 600,000 shares. Its Nevada <a href="http://sharesleuth.com/beta/2008/07/23/MAC385.pdf">corporation filing </a>lists Sim Farar as&nbsp;managing member.&nbsp;Although Justin Farar and Joel Farar had been Nursecell's biggest shareholders, and had signed the deal that turned that company into House of Taylor, the documents made no mention of the shares that they held in the new entity, or of anyone who had agreed to purchase their shares.</p>
<p>However, subsequent SEC filings by individuals and companies selling House of Taylor shares offer some clues about what happened to that stock.</p>
<p><br /></p><p><b>SURPRISE SELLERS</b></p>
<p>Crown Reef Holdings, the Sumichrast company that previously had a consulting deal with Recom, reported in February 2007 that it planned to sell 209,538 House of Taylor shares with an estimated market value of $808,816. Crown Reef said in its sale form that it bought the House of Taylor shares on Oct. 26, 2005, from a limited liability company that had acquired them on April 25, 2005. The October date matches the exercise date of the put/call agreement that the Farar brothers' limited liability companies disclosed in their earlier SEC filings. The February date matches the date on which they canceled outstanding debt in exchange for 1.62 million shares of stock.</p>
<p>An entity called Manchester Holdings filed a form in February 2006 disclosing plans to sell 380,000 House of Taylor shares with an estimated value of $1.9 million. <a href="http://sharesleuth.com/beta/2008/07/22/ManchesterHoldings.pdf">Its form </a>listed Sumichrast's sister-in-law, Stacey Rennix, as the signatory. Manchester Holdings said it bought 466,336 shares on Oct. 26, 2005, from a limited liability company that had acquired them on Feb. 16, 2005. The October date matches the exercise date of the put/call agreement, and the February date matches the date when the Farar brothers bought their initial stake in the company.</p>
<p>At the time that Manchester Holdings bought the shares, Rennix was employed as a paralegal. A comparison of the handwriting on Manchester Holdings' initial <a href="http://sharesleuth.com/beta/2008/07/22/ManchesterHoldings.pdf">SEC filing </a>and a <a href="http://sharesleuth.com/beta/2008/07/23/CrownReefHOTJ.pdf">Crown Reef filing&nbsp;</a>shows that they were filled out by the same person, and that the writing appears to be Sumichrast's.</p>
<p>Sharesleuth also found forms covering the proposed sale of 275,000 shares filed by a Canadian company called Hareton Sales and Marketing Inc. <a href="http://sharesleuth.com/beta/2008/07/22/HaretonSales.pdf">Hareton's initial filing&nbsp;</a>said it bought its House of Taylor shares on Oct. 26, 2005 from a limited liability company that acquired them on Feb. 16, 2005. Those dates coincide with the exercise date of the put/call agreement and the original acquisition of shares by the Farar brothers.</p>
<p>Hareton's president, Mitchell S.T. Wine, was an investor in J.B. Oxford and <a href="http://tinyurl.com/5ca9br">served on its board </a>from 1993 to 1998.&nbsp;SEC filings show that, in the mid-1990s, Hareton also purchased shares or convertible notes in Hariston Corp. and Metanetix Corp., later known as Consolidated Pacific and Western Resources Corp. Both companies had close ties to Kott and to J.B. Oxford, which marketed their shares to customers.</p>
<p>Mitchell Wine's mother, Esther Wine, submitted an SEC form covering the sale of 50,000 House of Taylor&nbsp;shares purchased on Oct. 26, 2005. She is married to Harold Wine, who had invested alongside Sumichrast's Lomond International in an earlier reverse merger deal. Harold Wine's history with Irving Kott dates back more than two decades.</p>
<p>In 1983, the Quebec Securities Commission halted trading in the shares of a company called Belgium Standard Ltd. because of concerns that a group of individuals and companies connected to Kott acted improperly in a stock offering that gave them control of Belgum Standard.</p>
<p>Wine was chairman of Belgium Standard's board. The securities commission identified him as one of the participants in the scheme. The other parties cited in the case included Wine's main business, WSP Marketing International Ltd., and Dominique Schittecatte, who was secretary-treasurer of two companies owned by Kott's wife and sons.</p>
<p>According to news accounts, Kott was a consultant to Belgium Standard through a Montreal company called Janus Corp. A securities commission investigator testified in the case that Wine told him he had owned Janus, but sold it to Kott. After a hearing, the securities commission imposed a trading ban on certain shareholders. According to coverage in Toronto's Globe and Mail, the list included Wine, Schittecatte, Kott and&nbsp;companies under their control. The ban was lifted in 1985.</p>
<p>SEC filings show that Harold Wine and WSP were investors in J.B. Oxford in the mid-1990s, at the same time that Kott was working as a purported consultant there. The company providing the consulting services was headed by Schittecatte.</p>
<p>In his criminal case, Kott pleaded guilty to concealing the fact that he provided much of the $6.5 million in financing J.B. Oxford received from a Swiss investor in the mid-1990s. The investor got securities that were convertible into a majority stake in the company. J.B. Oxford documents filed as part of another court case show that Harold Wine provided financing to the brokerage through that same Swiss investor, Felix Oeri. Wine remains chairman of <a href="http://www.wspinternational.com/">WSP International</a>. Canadian corporation records also list him as a director of Hareton.</p>
<p>Manchester Holdings listed its address as the office of Eugene M. Kennedy, a lawyer in Fort Lauderdale, Fla. He prepared the SEC filing for Lomond and Harold Wine in their Tele-Optics share purchase, and was listed as Lomond's legal representative when it bought a controlling interest in the shell company that became China Bio Energy.</p>
<p><br /></p><p><b>OTHER CONNECTIONS</b></p>
<p>When House of Taylor expanded its board of directors to five members from two in September 2005, the new appointees included Larry Chimerine and Frank M. Devine, both of whom had been Global Capital directors.</p>
<p>House of Taylor raised nearly $6.5 million in August 2005 in a private placement intended to expand the company's sales, marketing and brand-building. The placement agent for the financing was Laidlaw &amp; Co (UK) Ltd.. SEC filings show that Cary Sucoff was one of Laidlaw's investment bankers and received House of Taylor warrants as compensation for his services.</p>
<p>House of Taylor raised an additional $11.7 million through another placement in May 2006.</p>
<p>Sucoff and a partner, Harvey R .Kohn, left Laidlaw and set up their&nbsp;own firm,&nbsp;Equity Source Partners. It&nbsp;became a consultant to House of Taylor. Sucoff added a note to his registration report with the Financial Industry Regulatory Authority last month, disclosing that it was investigating him for several possible violations, including conducting private securities transactions outside of his regular business activities. He told Sharesleuth the investigation had nothing to do with Sumichrast or any of the companies with which Sumichrast has been associated. Sucoff added that his wife and his partner's wife were passive investors in the shell companies that Sumichrast packaged for reverse mergers with Chinese partners.</p>
<p>Chimerine did not respond to a request for comment.</p>
<p><br /></p><p><b>MYSTERY COMPANIES</b></p>
<p>Sharesleuth's search for the undisclosed recipients of House of Taylor stock turned up filings that showed 613,836 shares were transferred on Nov. 16, 2005 to four limited liability companies - <a href="http://sharesleuth.com/beta/2008/07/22/Acimal.pdf">Acimal Productions LLC</a>, <a href="http://sharesleuth.com/beta/2008/07/22/Lopab.pdf">Lopab Investments LLC</a>, <a href="http://sharesleuth.com/beta/2008/07/22/Onrose.pdf">Onrose Investments LLC </a>and <a href="http://sharesleuth.com/beta/2008/07/22/Nitsaw.pdf">Nitsaw Company LLC</a>.&nbsp;The four acquired their shares on the same date and almost always&nbsp;filed to sell their&nbsp;shares on the same dates. However, each entity listed a different business address. Sharesleuth determined that all four addresses -- two in New York City, one in South Orange, N.J. and one in South Hills, N.J.- were drop boxes at what were then Mailboxes Etc. locations. None of their SEC filings included the name of a manager or beneficial owner. Each bore only initials on the signature line, and those were illegible.</p>
<p>All four of the limited liability companies were incorporated in Delaware, and all four used the same registered agent to handle their formation. None of the filings in that state included the names of the companies' owners or managers.</p>
<p>The limited liability companies sold their House of Taylor shares through <a href="http://www.spenceredwards.com/">Spencer Edwards Investments Inc</a>., a small brokerage in Englewood, Colo. So did Manchester Holdings, the company headed by Sumichrast's sister-in-law.</p>
<p>We asked Gordon D. Dihle, chairman and chief executive of Spencer Edwards, what steps the firm took to determine the identity and background of the owners of those limited liability companies - a requirement under the Financial Industry Regulatory Authority's so-called "Know Your Customer'' guidelines. He declined to say.</p>
<p>"I really can't comment on customer accounts,'' he said. After a few more questions, he hung up on us.</p>
<p>Spencer Edwards has figured into at least three SEC cases in the past seven years. The SEC brought a <a href="http://www.sec.gov/litigation/admin/33-8480.htm">cease-and-desist action </a>in September 2004 that included Spencer Edwards, its then-President Edward H. Price and two of its brokers as defendants.&nbsp;The SEC alleged that they enabled four officers of a company called Starnet Communications International Inc. to enrich themselves by selling millions of dollars of stock without registering the shares or making the required disclosures. The SEC found that Price failed to exercise reasonable oversight and barred him from associating with any broker-dealer in a supervisory capacity. The commission found that the brokers, Eugene C. Geiger and Thomas A. Kaufmann, willfully violated federal securities regulations. It barred them from the industry and ordered them to pay nearly $1 million each in disgorgements and fines. </p>
<p>Geiger also was the subject of two other SEC proceedings stemming from alleged securities frauds conducted by his clients while he worked at Spencer Edwards. The public companies at the center of those cases were <a href="http://www.sec.gov/litigation/opinions/33-8174.htm">Golden Eagle International Inc</a>. and <a href="http://www.sec.gov/litigation/litreleases/lr17180.htm">AbsoluteFuture.com</a>. </p>
<p><br /></p><p><b>STOCK PROMOTERS</b></p>
<p><a href="http://www.newcentcap.com/">New Century Capital Consultants</a>, the company run by stock promoter Stephen Apolant, said in an <a href="http://sharesleuth.com/beta/2008/07/23/NewCentury.pdf">SEC filing </a>that it received 62,500 House of Taylor shares on May 1, 2005 as repayment for a debt.&nbsp;A check of the address that New Century Capital listed on its SEC filings showed that it also was a Mailboxes Etc. location.</p>
<p>The SEC filed a <a href="http://www.sec.gov/litigation/litreleases/lr18909.htm">civil fraud case </a>against Apolant in 2004, alleging that he participated in a scheme to manipulate the shares of a New Jersey company called Spectrum Brands Corp. (not to be confused with Spectrum Brands Inc., a Fortune 500 company with a similar name). The SEC said Spectrum tried to capitalize on terrorism fears in the fall of 2001 by claiming to market an ultraviolet flashlight that could kill germs, including anthrax, in seconds. The company's shares more than tripled, to a high of $14, after it publicized the product.</p>
<p>The SEC also said in its complaint that Spectrum was secretly controlled by a group that included several convicted felons, one of whom was <a href="http://query.nytimes.com/gst/fullpage.html?res=9F04E0DB143FF931A25751C1A9679C8B63">identified by federal prosecutors </a>as an associate of the Colombo organized crime family.</p>
<p>Apolant is contesting the charges against him. The SEC reached settlements with Spectrum and five other individual defendants in the case, and won judgments against two more. Prosecutors brought criminal charges against four of the defendants, two of whom had already been convicted in a prior racketeering case. All four went to prison.</p>
<p>Another company, CSH Advisors Inc. of Manhasset, N.Y., filed a form with disclosing the planned sale of 62,500 House of Taylor shares. CSH said it bought the shares directly from the company in November 2005. The form was signed by Stephen Schaeffer Jr., CSH Advisors' president. He works from the same offices as New Century Capital, according to an employee there. And a recent SEC filing by another public company listed Schaeffer as a director of New Century Capital, with power over the shares it held.</p>
<p><br /></p><p><b>COMMON DATES</b></p>
<p>Sharesleuth's analysis of the SEC filings by Manchester Holdings and the four mysterious limited liability companies that got House of Taylor stock showed that they usually submitted notices of planned share sales on the same dates. Manchester and the four limited liability companies first filed sales notices on Feb. 28, 2006. They also filed notices on May 22, 2006, Aug. 17, 2006 and Nov. 13, 2006. The latter three dates came just before the release of House of Taylor's quarterly earnings.</p>
<p>The closing price of the company's stock on Aug. 17, 2006, was $1.18 a share, and the trading volume was 7,400 shares. The following day, the stock rose 42 percent, to $1.61, and volume jumped to 53,000 shares. The next trading day was Aug. 21, 2006. House of Taylor announced earnings, saying that revenue for the first half of the year had doubled, and that the company had made significant progress toward rolling out its branded jewelry to retailers. Its stock closed that day at $2.01, with 109,500 shares changing hands. The price reached $2.25 the next day.&nbsp;Sharesleuth noted that on that day, House of Taylor was featured by three stock promotion websites - Stockguru.com, Bellwetherreport.com and Streetinvesting.com.</p>
<p>When Manchester and the four limited liability companies filed to sell more House of Taylor shares in November 2006, the price again rose, along with the trading volume. In a little more than a week, from Nov. 12 to Nov. 21, the stock went from $1.86 to a high of $2.90.</p>
<p><br /></p><p><b>RECOM MANAGED SYSTEMS</b></p>
<p>One of Sumichrast's first consulting clients after he left Global Capital was Recom Managed Systems, a small public company that had been in bankruptcy. It emerged as an empty shell in 2001 with the help of a cash infusion from a company run by Sim Farar. That company, Vanguard West LLC, initially held 85 percent of Recom's stock. SEC filings show that some of those shares were later transferred to Farar's sons, Justin and Joel.</p>
<p>In September 2002, Recom acquired the technology for its heart-monitoring device from a company controlled by Mitchell Stein's wife. The sale documents in SEC filings identified her as Tracey Hampton. Her company, ARC Finance Group LLC, got 84.5 percent of Recom's stock, with Vanguard West retaining a 9.75 percent interest.</p>
<p>Stein previously had been a director of another public company called eMedsoft.com Inc. He also headed a limited liability company that was its biggest shareholder. eMedsoft later became Med Diversified Inc. It filed for bankruptcy in 2002, following the collapse of its main lending source, National Century Financial Enterprises Inc. Five former National Century executives were <a href="http://www.usdoj.gov/usao/ohs/Press/03-13-08.pdf">convicted of fraud charges </a>this year. Some of them were among Med Diversified's largest shareholders.</p>
<p>Stephen Sparks became&nbsp;Recom's president and chief executive. Raul Silvestre, one of Sumichrast's partners in the later Chinese reverse-merger deals, was appointed secretary and treasurer. He held those positions only briefly, but continued to function as the company's securities counsel.</p>
<p>Crown Reef Holdings, run by Sumichrast and Ralph Olson, signed a consulting agreement with Recom in March 2003. Its compensation was a warrant to buy 900,000 shares at 50 cents a share (adjusted to reflect a 3-for-1 split in April 2003).</p>
<p>It is unclear what benefit Recom derived from the consulting deal. At the time, the company had no revenue and less than $200,000 in cash. It would report no sales in 2003, 2004, 2005 or the first nine months of 2006, despite claiming to have gained Food and Drug Administration approval to market its heart monitor.</p>
<p>To date, the company has reported just $190,170 in revenue, with all of that coming in the final quarter of 2006.</p>
<p>Recom's stock was trading at a split adjusted price of around $1 a share when the company signed its deal with Crown Reef. The price nearly tripled in the next month, and continued on an upward path, peaking at $8.90 a share in April 2004.</p>
<p>Crown Reef ultimately took possession of 800,000 Recom shares, through a cashless exchange of its warrant. According to SEC filings, it began selling those shares in March 2004.</p>
<p>Stephen Sparks, Recom's former chief executive, testified in his deposition that Olson had been actively trading in the company's stock to support its market price, and that Silvestre was aware of those activities. "Raul made phone calls to me -- when we see his phone records, we'll see this -- many, many, many times a week, sometimes 10, 15 times a week,'' he said in the deposition, a transcript of which was obtained by Sharesleuth. "And it was usually early in the morning and he'd call and he'd say "Watch this. Ralph's in there. Watch, it's going to go up. It will be $2.40." I'd say "Geez, what are you guys doing?"</p>
<p>According to the deposition, Silvestre responded: "Don't worry about it. Everything's cool." </p>
<p>Sparks said he also was alerted to Olson's activities by a broker at one of Recom's market makers, Brookstreet Securities Corp. According to the deposition transcript, the broker referred to the entity doing the trading as Lomond International.</p>
<p>"On many occasions Harry Radie would say 'Lomond's in there propping the stock up,'' he testified. "He'd get a lot of calls from Ralph and he said he refused to even take calls from Ralph anymore because the guy called him almost every day and said 'Last day for cheap stock.' ''</p>
<p><br /></p><p><b>A HIDDEN HAND</b></p>
<p>Sparks testified in his deposition that Mitchell Stein brought him to Recom as president and chief executive. Sparks said he had been involved in numerous other business ventures with Stein, and that Stein at one point promised to split 8 million shares of Recom's stock with him if he helped make the company a success.</p>
<p>Sparks stepped down as chief executive in September 2002. He was replaced by Marvin Fink, a former aerospace and electronics executive who ran the company until March 2005. Sparks remained on Recom's board of directors for much of 2003, and continued to play an active role in the company's fundraising and development.</p>
<p>Recom sued Sparks in 2004, alleging fraud and extortion. It said he had threatened to cause trouble for the company and demanded additional cash or securities as compensation. Recom's complaint said that Sparks threatened to "go to the regulators" and that he "had notes and information that would not look good for the Company" if his demands weren't met.</p>
<p>Sparks filed a counterclaim, detailing some of his allegations. He said that Stein prepared overly positive press releases to attract investors and to boost Recom's stock. Sparks claimed that some of the releases that Recom issued were not only optimistic but false. </p>
<p>Sparks said in his deposition that Stein issued several press releases about developments at Recom without the advance knowledge of the company's officers or&nbsp;directors, even though they were quoted in them.</p>
<p>The dispute between Sparks and Recom was ultimately settled and the suits were dismissed. </p>
<p>Fink left Recom in early 2005. His departure also ended in litigation. Fink&nbsp;sued the company, Stein, ARC Finance Group and Hampton the following year, alleging that they were blocking his efforts to sell 2.1 million shares of by refusing to remove restrictions on them.</p>
<p><br /></p><p><b>THE CONSULTING CONTRACT</b></p>
<p>Sparks testified in his deposition that neither he nor Fink ever understood how Crown Reef Holdings came to be hired as a Recom consultant, or what specific services Olson and Sumichrast provided to the company. Sparks said that, in his capacity as a Recom director, he repeatedly tried to learn more abut Olson's activities.</p>
<p>"What does Ralph do? I don't know how many times I asked that question,'' he said in his deposition. "Marvin couldn't answer that question, so we would both ask Raul... The answer was Ralph trades the stock and talks to market makers, and it's perfectly legal what he's doing."</p>
<p>Sparks said Silvestre also traded in Recom's stock, sometimes at the direction of Stein. According to the deposition, Sparks himself got one very specific trading order from Stein - buy 7,500 shares of Recom's stock the next trading day, exactly 31 minutes after the market opened.</p>
<p>Silvestre declined to comment on the claim that Lomond International was involved in the manipulation of Recom's shares. He told Sharesleuth that he didn't know what services Sumichrast and Olson provided the company under their consulting agreement.</p>
<p>"That was between them and the CEO,'' he said.</p>
<p><br /></p><p><b>SELLING SHARES</b></p>
<p>Sharesleuth found SEC filings by Crown Reef Holdings that list the sale of 500,000 Recom shares it received through its consulting agreement. Two of the filings covering 200,000 shaes included brokerage statements listing the <a href="http://sharesleuth.com/beta/2008/07/22/CrownReefTrades1.pdf">actual trades</a>. They show that Crown Reef steadily sold its Recom stock, usually in lots of 500 to 1,000 shares, from March 2004 to September 2004.</p>
<p>At the start of that period, Recom's stock was trading at around $4.60 a share. By early April, it was over $6, and by mid-April, the shares were above $8. The brokerage statements show that Crown Reef's sale of the 200,000 shares generated proceeds of more than $1.2 million. </p>
<p>Crown Reef did not list proceeds from the sale of the other 300,000 shares. But based on the price during the periods it was selling, that stock would have generated at least $1 million more. We could find no disclosures on the sale of the final&nbsp;300,000 shares. </p>
<p>In February 2005, Recom awarded a new business advisory contract to Lomond International. The deal gave Lomond or its assignees a warrant to buy 500,000 additional&nbsp;shares at $2 a share. Recom said the warrant was for help in developing strategic relationships with medical device companies that might be interested in its heart-monitoring products.</p>
<p>Recom changed its name to Signalife in November 2005.</p>
<p>SEC filings indicate that ARC Finance disposed of only a small percentage of its shares over the years, even as the price sank. According to a December filing, ARC still owned 22.6 million shares, down from the 22.9 million it held when the stock was at its peak.</p>
<p>Signalife did not respond to numerous requests for comment.</p>
<p><br /></p><p><b>AN UNDISCLOSED LAWSUIT</b></p>
<p>The heart monitors that Recom and Signalife have marketed are based on the inventions of Budimir S. Drakulic, who was hired as vice president and chief technology officer in October 2002. Court records show that at the time Drakulic joined the company, he was liable for a judgment of $805,900, plus interest, won by a former girlfriend who claimed that he defrauded her and her brother out of money they loaned to him. </p>
<p>According to the lawsuit, he told his then-girlfriend that some of the borrowings were going toward a research project for the Air Force that would bring in millions of dollars over the next decade. The technology on which Recom's heart monitor is based grew out of work that Drakulic did for the Air Force.</p>
<p>Recom and Signalife have never disclosed the judgment against Drakulic in their SEC filings. He remains Signalife's chief technology officer. According to the company's most recent proxy filing, Signalife pays $180,000 a year for his consulting services to another entity called B Technologies Inc, and pays him $70,000 a year directly.</p>
<p>Drakulic has made no payments to the people who won the fraud judgment against him.</p>
<p><br /></p><p><b>GLOBAL CAPITAL AND NASDAQ</b></p>
<p>After we posted our story on China Fire, we received copies of <a href="http://sharesleuth.com/beta/2008/07/22/SumichrastNASDAQ.pdf">Nasdaq's letters&nbsp;</a>to letters&nbsp;to Global Capital. They documented additional ties between Sumichrast and people with criminal or regulatory histories. Nasdaq investigators found that Possino and Mazur, the two convicted felons mentioned previously, had likely acquired, "directly or indirectly, a significant undisclosed interest in Global Capital." At one point, that stake was equal to 18 percent of the brokerage company's outstanding common stock.</p>
<p>Global Capital did a $2 million financing transaction in November 1999 in which Belle Holding Inc., a separate company set up by Sumichrast, bought a new series of preferred stock. It got the money by issuing notes to a California company called Corona Corp., headed by lawyer Reid Breitman. Under their deal, the notes could be converted into the stock that Belle Holdings bought.</p>
<p>Global Capital explained in an SEC filing that Sumichrast took a personal stake in the financing at the insistence of Corona, to ensure that management's interests were aligned with Corona's interests.</p>
<p>The Nasdaq letters said Corona raised the cash for its end of the deal by selling its own notes to Corporate Financial Enterprises Inc., a company controlled by Possino, and to American Equities LLC. The latter company also was headed by Breitman, and employed Sherman Mazur.</p>
<p>In March 2000, Global Capital raised another $2 million through the same mechanism. Sumichrast contended in a later lawsuit that Breitman had concealed the true source of Corona's funds. But Nasdaq noted that it was Mazur who had introduced Breitman and Possino to Global Capital.</p>
<p>Mazur had pleaded guilty in 1993 to tax fraud and bankruptcy fraud charges in connection with the collapse of the real-estate investment company he ran. He was sentenced to six years in prison and fined $250,000.</p>
<p>Possino is a disbarred lawyer who was convicted in 1978 of offering to sell 350 pounds of marijuana to undercover police officers. He was convicted in 1995 of one count of wire fraud in connection with a scheme to use inflated stock to help prop up an insurance company's finances.</p>
<p><br /></p><p><b>STOCK PURCHASES</b></p>
<p>Nasdaq said Global Capital agreed in December 1999 to exchange shares in one of its affiliates, EBOnline.com, for shares of four small public companies. They were: Integrated Communications Networks Inc., eSat Inc., Digs Inc. and ECS Industries Inc. SEC filings show that all four of those companies counted Possino or members of Mazur's family among their biggest shareholders.</p>
<p>Nasdaq said the buyer of the EBOnline shares was a Swiss entity called Forte Ltd. and that the signature on the agreement appeared to be that of Raoul Berthaumieu, who served prison time in the 1990s for a check-kiting scheme.</p>
<p>Sharesleuth's investigation found that on Feb. 10, 2000, an investor relations firm called Access1 Financial issued a "strong buy'' report on Global Capital, with a 6-month price target of $22. At the time, its shares were trading for around $6. SEC filings and <a href="http://sharesleuth.com/beta/2008/07/23/Access1FinancialSOS.pdf">state corporation records&nbsp;</a>put Access 1 Financial at the same business address as Possino, Breitman and Mazur. Corona also listed that address, a converted art gallery in Santa Monica, Calif., as its home.</p>
<p>Access 1 Financial was headed by onetime securities analyst Mark Bergman. The SEC later brought fraud charges against Access 1 and Bergman in connection with&nbsp;a glowing but baseless report on another company. Authorities said that report -- issued two weeks after the one on Global Capital -- helped facilitate a $15 million <a href="http://www.sec.gov/litigation/litreleases/lr17673a.htm">pump-and-dump scheme</a>.</p>
<p>The Nasdaq letters noted that, in March 2000, Global Capital bought more than $5.1 million in stock in Digs, ECS Industries, Omni Nutraceuticals Inc. and Hartcourt Companies Inc. As in the previous transaction, all four companies had ownership ties to Possino or Mazur. Nasdaq said Global Capital bought most, if not all, of the shares in private transactions from sellers linked to Possino, Mazur or Breitman.</p>
<p>The shares of all four companies were nearly worthless by the end of 2000.</p>
<p><br /></p><p><b>A SIGNIFICANT DAY </b></p>
<p>The Nasdaq letter highlighted a series of transactions that occurred on a single day - March 20, 2000. That was the day that Global Capital bought its shares in Digs, ECS and Hartcourt. It also was the day that Global spent $905,000 for a roughly 50 percent interest in WMP Bank, a brokerage house in Austria. Nasdaq's investigators suspected that Global Capital bought the stake in the Austrian brokerage from a company connected to Possino and a stock promoter named Ramon D'Onofrio, who had at least five criminal convictions related to fraud schemes. The selling company's name was listed as Braemar Management Corp. Nasdaq noted that a British Virgin Islands company called Braemar Management Ltd. was a major shareholder in Hartcourt and another public company with ties to Possino.</p>
<p>The investigators said that on the same date that Global Capital bought its interest in the Austrian brokerage, entities connected to Possino and D'Onofrio purchased 325,000 shares of Global Capital's stock, representing roughly 3 percent of the shares outstanding.</p>
<p>The Nasdaq investigators also raised questions about Global Capital's June 2000 sale of its European brokerage operations, which included the newly purchased interest in WMP Bank. Global Capital received no cash for those businesses. Instead, it got $2 million in shares of an Austrian real estate company that traded on the Vienna Stock Exchange, and $25.5 million in notes. "This transaction resulted in Global including on its balance sheet a major asset - notes received as consideration for the sale - that the staff believes were of no value,'' Nasdaq wrote. "As a result, Global disseminated for three quarters materially misleading financial statements.'' </p>
<p>The Nasdaq report found that the three offshore companies listed as the buyers of the European operations had little substance, and were essentially shell companies with no other business operations. Indeed, the purchasers notified Global Capital before the due date for the first payment on the notes that they would default. In the fiscal year that ended March 31, 2001, the company wrote off the full value of the notes.</p>
<p><br /></p><p><b>NO REGULATORY ACTION</b></p>
<p>Neither the SEC nor the National Association of Securities Dealers took action against Global Capital, its employees or anyone else involved in the activities outlined in the Nasdaq letters. Nasdaq, which has been granted certain self-regulatory powers by the SEC, declined to comment on the specifics behind Global Capital's delisting. It cited a policy against discussing individual companies. Nor would a spokeswoman say whether the findings in the report had been forwarded to the SEC, the NASD or law enforcement agencies.</p>
<p>The Nasdaq report said the sale of Global Capital's European operations provided further evidence of Possino's influence on the company. It said Possino and others with regulatory histories wound up running WMP Bank, rechristened General Commerce Bank.</p>
<p><br /></p><p><b>GENERAL COMMERCE BANK</b></p>
<p>After the ownership change, General Commerce began cold-calling foreign investors and peddling shares in small U.S. companies, at least two of which were linked to Possino.&nbsp;That prompted regulators in Australia and Belgium to add the company to their warning lists of "boiler-room" style operations offering securities without proper licenses.</p>
<p>The Nasdaq letters identified the other key people involved in the operation of General Commerce as Berthaumieu, Adnan Khashoggi and Rakesh Saxena.</p>
<p>Berthaumieu has more recently been linked to an investment company called Pacific Federal S.A.. Securities regulators in Great Britain, Belgium and Spain <a href="http://www.fsa.gov.uk/pages/Library/Communication/PR/2003/056.shtml">warned</a> that Pacific Federal was offering investments in those countries without authorization.</p>
<p>Khashoggi, who made a fortune as an arms dealer, became a defendant in an <a href="http://www.sec.gov/litigation/litreleases/2006/lr19655.htm">SEC fraud case </a>in 2006. The complaint alleged that from 1999 to 2001, Khashoggi participated in a $130 million stock-manipulation scheme involving GenesisIntermedia Inc., a company in which he was a major shareholder. The SEC won a default judgment against him.</p>
<p>Saxena is wanted in Thailand on charges that he embezzling more than $80 million from the Bangkok Bank of Commerce, which collapsed in 1996. Saxena fled to Canada. Although he was apprehended, he has been fighting extradition, and is living under house arrest in a high-rise condominium in the Vancouver area.</p>
<p>The Nasdaq letters said Khashoggi agreed in October 2000 to invest $7 million in Global Capital, and that Mazur and Saxena were middlemen in the deal. It added that Global Capital called off the stock sale after it was disclosed prematurely.</p>
<p>General Commerce collapsed in 2001. None of the people mentioned above has been charged with any wrongdoing in connection with its activities, or those of WMP Bank. </p>]]>
    </content>
</entry>

<entry>
    <title>China Fire &amp; Security Group Inc.</title>
    <link rel="alternate" type="text/html" href="http://sharesleuth.com/08/03/18/china-fire-security-group-inc/" />
    <id>tag:sharesleuth.com,2008:/beta//1.18</id>

    <published>2008-03-11T01:52:08Z</published>
    <updated>2008-07-23T16:56:25Z</updated>

    <summary>Huiwen Liu is part owner of a natural food store in the Vancouver suburbs. The business has only a few employees and is sandwiched between a sex shop and a clinic for drug addicts.According to Securities and Exchange Commission filings,...</summary>
    <author>
        <name>Chris Carey</name>
        <uri>http://sharesleuth.com</uri>
    </author>
    
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        <category term="Investigations" scheme="http://www.sixapart.com/ns/types#category" />
    
    <category term="chinafiresecuritygroup" label="China Fire &amp; Security Group" scheme="http://www.sixapart.com/ns/types#tag" />
    <category term="martinsumichrast" label="Martin Sumichrast" scheme="http://www.sixapart.com/ns/types#tag" />
    
    <content type="html" xml:lang="en" xml:base="http://sharesleuth.com/">
        <![CDATA[<p>Huiwen Liu is part owner of a natural food store in the Vancouver suburbs. The business has only a few employees and is sandwiched between a sex shop and a clinic for drug addicts.</p><p>According to Securities and Exchange Commission <a href="http://tinyurl.com/2e6w3u" target="_blank">filings</a>, Liu also is sole shareholder <span>&nbsp;</span>of an offshore investment company that got 10.1 percent of China Fire &amp; Security Group Inc. (Nasdaq: CFSG) when it went public through a reverse merger in 2006.</p><p><a title="Natural food store in Richmond BC" href="http://sharesleuth.com/images/031108-chinafire-lg.gif" target="_blank"><img title="Natural food store in Richmond BC" height="267" alt="Natural food store in Richmond BC" hspace="10" src="http://sharesleuth.com/images/031108-chinafire-sm.gif" width="200" align="right" vspace="10" border="1" /></a>That offshore company, Worldtime Investment Advisors Ltd., notified the SEC on Dec. 4 that it planned to sell 600,000 of its 2.58 million China Fire shares, for estimated proceeds of $9.6 million.</p><p>The business address listed for Liu in Worldtime&rsquo;s initial disclosure form corresponded to her food store. The unlikely scenario of a shop owner in Canada holding more than $30 million of stock in a little-known Chinese manufacturer, through an investment company in the British Virgin Islands, was just one of the reasons that Sharesleuth decided to take a closer look. The quintupling of China Fire &amp; Security&rsquo;s share price in the 12 months following the reverse merger also got our attention. So did the company&rsquo;s murky ownership and the mounting casualties among other &ldquo;hot&rdquo; Chinese stocks that have gained listings on U.S. exchanges through reverse mergers.</p><p>Sharesleuth&rsquo;s investigation turned up questions about transparency and disclosure at <a href="http://www.chinafiresecurity.com/" target="_blank">China Fire</a>, which has headquarters in Beijing and makes fire detection and protection systems for steel mills, oil refineries and other industrial customers. For starters, we found that Huiwen Liu is the sister-in-law of China Fire&rsquo;s chief executive officer, Bin &ldquo;Brian&rsquo;&rsquo; Lin &ndash; a fact not mentioned in any SEC filing.</p><span><span><p>Sharesleuth also found that China Fire&rsquo;s merger partner, UniPro Financial Services Inc., was one of three shells packaged by the same group of American financiers and middlemen, some of whom have previously been connected to stock manipulation schemes. Given that information, investors thinking about buying shares of China Fire might want to seek more information on the true identity of its major shareholders.</p></span></span>]]>
        <![CDATA[<p>Lin told Sharesleuth that his sister-in-law was simply a nominee for other owners who live in China and didn&rsquo;t want to register their names. But SEC filings don&rsquo;t reflect that. They <a href="http://tinyurl.com/2dz2vl" target="_blank">state clearly</a>&nbsp;that Liu is the beneficial owner of the shares, via Worldtime, and declare that Liu knows of no one else with the right to proceeds from their sale.</p><p>Three more British Virgin Islands entities that got blocks of stock when China Fire merged into UniPro in October 2006 have reported plans to sell 1.5 million shares. They projected their proceeds at $19.8 million. China Fire&rsquo;s SEC filings have not identified the people behind those entities, or explained how they originally acquired their stakes, each of which fell below the 5 percent threshold that triggers more detailed disclosure.</p><p>Based on China Fire&rsquo;s account of the reverse merger deal, those shareholders would have been Lin&rsquo;s fellow owners of the fire-protection business. Lin said he helped arrange the stock sales at the suggestion of China Fire&rsquo;s investment bankers, who wanted to get more shares into public circulation so that institutional buyers could take positions in the company. That may be true. But the effect was that certain unidentified parties appear to have sold tens of millions of dollars in stock at the same time that China Fire&rsquo;s executives were issuing consistently positive statements about the company&rsquo;s prospects.</p><p>Lin said no one associated with China Fire knowingly violated any SEC rules or engaged in any impropriety. He said that he had not received any money from the share sales, nor had China Fire&rsquo;s chairman, Gangjin Li, or members of their families. He added that the money from Worldtime&rsquo;s stock sales were still in that company&rsquo;s bank account.</p><p>Lin said China Fire&rsquo;s lawyers told the company it did not have to disclose Huiwen Liu&rsquo;s relationship in its filings because she was not an immediate blood relative, such as a father, mother or child. However, the attorney who represented China Fire in the reverse merger deal told Sharesleuth that he gave no such advice.</p><p>China Fire&rsquo;s stock rose from $3.25 a share the day of the reverse merger to a high of $18.10 on Nov. 1, 2007. At its peak, the company had a market value of nearly $500 million. The company&rsquo;s stock closed at $8.76 a share, <a href="http://finance.yahoo.com/q?s=CFSG" target="_blank">off $1.56</a>,&nbsp;on Monday.</p><p>Sharesleuth also discovered that the sole American on China Fire&rsquo;s board of directors, Gene Michael Bennett, does not have the law degree that he claimed. And contrary to what China Fire said in its <a href="http://tinyurl.com/yucstj" target="_blank">press release</a>&nbsp;announcing his appointment, he is not a Certified Public Accountant and has not been licensed as one in the United States for many years. Bennett heads China Fire&rsquo;s audit committee, which is responsible for overseeing financial reporting, internal controls and transactions between the company and its officers, directors and affiliates.</p><p>Sharesleuth turned up the American reverse-merger network in the course of another investigation, the results of which we will publish in the coming months. We decided to post this story first because at least two brokerages have issued buy recommendations on China Fire&rsquo;s stock and we think that anyone considering an investment in the company might benefit from the additional information.</p><p><em><span>Disclosure: Mark Cuban, the majority member of Sharesleuth.com LLC, has a <a href="http://www.investopedia.com/terms/s/short.asp" target="_blank">short position</a>&nbsp;in the shares of China Fire. Chris Carey, editor of Sharesleuth.com, does not invest in individual stocks and has no position in China Fire.</span></em></p><h5>THE REVERSE MERGER</h5><p>In September 2005, a U.S.-based<strong> </strong>investor group bought a majority stake in UniPro, which had headquarters in Boca Raton, Fla., and was listed on the Over the Counter market. The UniPro consultant who arranged that deal had done prison time for conspiracy and wire fraud. John F. LaSala, a partner in now-defunct Sheffield Securities Inc., <a href="http://www.sec.gov/litigation/admin/34-42276.htm" target="_blank">pleaded guilty</a> in 1990 to participating in the manipulation of penny stocks. His two co-owners in the brokerage also pleaded guilty.</p><span><span><p>Martin A. Sumichrast headed the investor group that bought into UniPro. He is the former chief financial officer of Czech Industries Inc., a company whose $15 million public offering in 1995 was used as a fraud vehicle by Stratton Oakmont Inc., a boiler-room brokerage that shut down under <a href="http://www.finra.org/PressRoom/NewsReleases/1996NewsReleases/P010592" target="_blank">regulatory pressure</a>.</p><p>Stratton Oakmont&rsquo;s owners wound up in prison. So did some of their friends who got allotments of Czech Industries stock or received them through a purported &ldquo;bridge loan&rsquo;&rsquo; deal just before the offering. They admitted holding the shares for Stratton Oakmont and another boiler room, which resold them for big profits after manipulating the price.</p><p>Sumichrast was not charged with any wrongdoing.</p><p>Sharesleuth&rsquo;s investigation found that Sumichrast also has numerous ties to associates of Irving Kott, a Canadian stock promoter and financier with two <a href="http://www.usatoday.com/money/perfi/funds/2004-05-06-jboxford_x.htm" target="_blank">convictions for fraud</a>.</p><p>Sumichrast&rsquo;s investor group bought controlling stakes in three public shells. Two did mergers with Chinese companies, and the third is seeking a Chinese partner. Testimony in a California court case alleged that some of those same investors manipulated the shares of another company, Recom Managed Systems Inc, now called Signalife Inc. (AMEX: SGN).</p><p>Sumichrast did not respond to written questions from Sharesleuth and told us Monday that he had no comment.</p><h5>THE NETWORK</h5><p>The members of the investment group doing the reverse-merger deals include:</p><ul><li>Sumichrast, a partner in several investment and consulting companies based in Charlotte, N.C. He previously was chairman and chief executive of Global Capital Partners Inc., a brokerage firm that was the corporate successor to Czech Industries.<br /></li><li>Ralph O. Olson, Sumichrast&rsquo;s partner in the investment and consulting companies. He is a former investment banker for Global Capital and was vice president of one of its brokerage subsidiaries in Englewood, Colo.<br /></li><li>Raul C. Silvestre Jr., an attorney in Westlake Village, Calif., and president of Castle Bison Inc., an investment company. He previously was secretary and treasurer of Recom Managed Systems.<br /></li><li>John Scardino, a real estate developer based in Westlake Village. He shares office space with Silvestre.<br /></li><li>Ariel Coro, manager of Menlo Venture Partners LLC, an investment company in Agoura Hills, Calif. <br /></li></ul><p>Our investigation found that either LaSala or his wife, Alicia M. LaSala, was a shareholder in three of the four shell companies that have done deals with Sumichrast.</p><p>The first of those shells, Tele-Optics Inc. of Boca Raton, did a reverse merger with an American company, Velocity Asset Management Inc. (AMEX: JVI) in 2004. UniPro was next, followed by International Imaging Systems Corp. of Fort Lauderdale, Fla. It was transformed into China Bio Energy Holding Group Co. (OTCBB: CBEH.OB).</p><p>Sumichrast&rsquo;s investment group bought control of another shell, Forme Capital Inc. (FOCP.OB), in September.</p><h5>COMMON FORMULA</h5><p>The reverse mergers with the Chinese companies followed a common formula. First, a group led by Sumichrast bought an interest in the public shell. Then, the shell merged with a privately held Chinese partner, in a transaction that included a sale of shares and warrants to one or more outside parties.</p><p>A New York-based hedge fund, Vision Capital Advisors LLC, was the biggest private-placement buyer in the China Fire deal, and the only buyer in the China Bio Energy deal.</p><p>Vision Capital teamed up with Sumichrast, Olson and Silvestre last month to buy a controlling interest in yet another shell company, Southern Sauce Co. (SSAU.OB) of Morriston, Fla. Vision Capital&rsquo;s investment was made by Vision Opportunity China Fund Ltd. (AIM: VOC.L), which trades on the London Stock Exchange&rsquo;s AIM market<span>&nbsp; </span></p><p>More than 150 Chinese companies have gained listings on U.S. exchanges through reverse-mergers. Many of their owners ended up holding shares through British Virgin Islands intermediaries because of Chinese government restrictions on foreign investment. However, our review of SEC filings for dozens of those deals showed that the companies usually&nbsp;made clear whether the people listed as officers or directors of the intermediaries were nominees or the actual owners of the shares.</p><h5>CHINA FIRE</h5><p>Unlike some of the companies that Sharesleuth has investigated, China Fire is an established business with substantial revenue and several sizable customers. Its main operating subsidiary is Sureland Industrial Fire Safety Ltd, whose products range from basic heat and flame detectors to complete fire prevention and suppression systems.</p><p>According to China Fire&rsquo;s website, Gangjin Li and Brian Lin founded Sureland in 1995. Li is now chairman of China Fire&rsquo;s board of directors and the company&rsquo;s biggest shareholder.</p><p>China Fire bills itself as the leader in the Chinese fire protection business. However, it holds less than 5 percent of the overall market there. And the company&rsquo;s most recent quarterly financial report to the SEC shows that just three customers accounted for 42.6 percent of its revenue.</p><p>According to China Fire&rsquo;s marketing materials, it has supplied systems to many of China&rsquo;s biggest state-owned industries. The company <a href="http://tinyurl.com/2gur93" target="_blank">announced </a>Nov. 26&nbsp;that it had won a $31 million contract to provide an automated fire-protection system for a giant new steel mill being built east of&nbsp;Beijing. It said it expected to recognize that revenue in 2008.</p><p>China Fire&rsquo;s growth has been one of its biggest selling points with investors. China Fire announced <a href="http://tinyurl.com/yvuajs" target="_blank">preliminary financial results</a>&nbsp;for 2007 last month, saying it expects to report $46.3 million in revenue, an increase of more than 42 percent from 2006. It expects net income of $16.8 million, up 141 percent. China Fire projected that revenue would reach $66.6 million this year, and that net income would be at least $22.3 million.</p><p>Lin says he hopes to build the company into a $1 billion a year business. He said China Fire is well positioned to capitalize on its home country&rsquo;s surging economy, and also sees opportunities in India, which is going through a similar industrial boom. In addition to supplying protection systems for new factories, the company expects to help existing Chinese factories retrofit their operations to meet more stringent fire codes and safety standards. China Fire says it helped draft new regulations covering Chinese iron and steel facilities, and that the standards incorporated in them could give it an edge in that market.</p><span><span><p>Although China Fire&rsquo;s quarterly financial filings with the SEC are unaudited, the company says they are in accordance with generally accepted accounting principles (GAAP). We noted that China Fire&rsquo;s reported operating margins were nearly double the margins of the biggest players in the global fire-protection industry, including United Technology Corp. and Tyco International Ltd. China Fire has said in investor presentations that its strong margins stemmed partly from its focus on higher-end, proprietary products. SEC filings show that China Fire&rsquo;s spending on research and development &ndash; the source of those proprietary products -- fell by 13 percent in 2006, to $1.27 million. It dropped 32 percent in the first nine months of 2007, to $457,126.</p><span><span><h5>BRIAN LIN</h5><p>Lin became China Fire&rsquo;s chief executive in October 2006. He is a Canadian citizen with a master&rsquo;s degree in electrical engineering from the University of Toronto. Lin is no stranger to public companies and their reporting requirements, having worked as an executive for a succession of them over the past decade.</p><p>In addition to his role as CEO of China Fire, he is a director of two other U.S.-listed Chinese companies: <a href="http://www.e-future.com.cn/" target="_blank">e-Future Information Technology Inc.</a>&nbsp;(Nasdaq: EFUT) and Wuhan General Group Inc. (OTCBB: WUHN.OB).</p><p>Lin previously was vice president of China operations for PacificNet Inc. (Nasdaq: PACT). He joined <a href="http://www.pacificnet.com/pact/pacific/index.wml" target="_blank">PacificNet</a>&nbsp;when it acquired a 51 percent interest in Beijing Linkhead Technologies in early 2004. Lin was one of the founders of Linkhead, a telecom services company specializing in hardware and software for interactive voice response systems.</p><p>PacificNet&rsquo;s shares soared in the fall of 2004, after it reported record revenues aided by Linkhead and other acquisitions, and then announced several big new contracts. Its stock rose from $2.57 on Oct. 8, 2004 to a peak of $12.30 on Dec. 8, 2004.</p><p>PacificNet&rsquo;s shares began a long decline after that, and fell below $2 a share on Monday. <span>&nbsp;</span>The company disclosed last year that its independent accounting firm had withdrawn its certification of the company&rsquo;s 2003, 2004 and 2005 results, citing concerns about the possible backdating of stock options. PacifcNet<span>&nbsp; </span>has classified Linkhead as a discontinued operation, and says the subsidiary is largely inactive.</p><p>Before launching Linkhead in 1999, Lin worked as a research and development director in China for UTStarcom Inc. (Nasdaq: UTSI). He also has worked for several technology companies in the United States, living for a time in the Dallas area<strong>. </strong>Sharesleuth turned up a 1996 Texas corporation filing for a company called Acce Investment (U.S.) Inc. The filing listed four officers: Brian Lin; Zhong &ldquo;Kevin&rdquo; Lin, Gangjin Li and Sharon Yao.</p><p>Kevin Lin is Brian Lin&rsquo;s brother, and is married to Huiwen Liu. Sharon Yao is married to Brian Lin. According to old media reports, Acce Investment once owned 60 percent of Linkhead. China Fire&rsquo;s SEC filings did not mention Gangjin Li&rsquo;s ownership in Linkhead or his prior business dealings with the Lin family.</p><p>Lin said China Fire's management has been relying&nbsp;on its investment bankers and other partners for advice on&nbsp;making the transition to a U.S.-listed company.</p><p>&quot;We're business professionals,'' he said. &quot;In terms of capital markets, we don't really know too much.''</p><h5>MARTIN SUMICHRAST</h5><p>Sumichrast is an officer or partner in four companies that figure into this story. They are: <span>&nbsp;</span>Lomond International Inc., Jaybelle Inc., Stallion Ventures LLC and Crown Reef Holdings Inc.</p><p>Sumichrast&rsquo;s previous company, Global Capital Partners, surrendered its brokerage license in 2002. Its stock had been delisted from the Nasdaq market, partly because of its sub-$1 stock price and partly because of the exchange&rsquo;s concerns about some of the people involved with the company. Global Capital had received financing from a partner who later admitted getting the cash from a company controlled by Regis Possino, a disbarred lawyer in California with convictions for drug dealing and fraud.</p><p>Sharesleuth turned up a series of connections between Sumichrast and close associates of Irving Kott, who has been a frequent target of regulatory and law enforcement agencies. Kott pleaded guilty in 2004 to concealing his ownership in J.B. Oxford Holdings Inc., a brokerage in Beverly Hills., Calif. That company cleared trades for Stratton Oakmont, Monroe Parker Securities Inc., Biltmore Securities Inc. and several other firms that were shut down by regulators or closed under pressure.</p><p>According to the indictment against Kott, two of his close associates got allotments of shares in the Czech Industries offering and seven other offerings and flipped them into the inflated market created by Stratton Oakmont and the other boiler rooms. Between them, they reaped more than $2.4 million in instant, virtually risk-free profits. The indictment said that Kott received a share of the profits. The other two men were not charged; the counts against Kott were dropped as part of his plea bargain.</p><p>Czech Industries was originally in the hotel business. It shifted to the securities industry in late 1996, and began buying up small brokerages in Europe and the United States. It changed its name to Eastbrokers International Inc., and then to Global Capital Partners.</p><p>In July 2001, Global Capital appointed J.B. Oxford&rsquo;s former chief executive, Stephen M. Rubenstein, as its chief operating officer. The following month, it signed a financial consulting agreement with Intasys Corp., a Montreal company with ties to Kott.</p><p>In early 2002, an Intasys director named Sam Luft led a financial restructuring of Global Capital and became chairman of its board.</p><p>In 2003, Sumichrast and Richard MacLellan, another longtime Kott associate, became partners in a company called Vitasave.com, Nevada corporation records show. MacLellan is president of EBC Corp. in Monaco. He was one of the investors who got shares in the Czech Industries offering and other Stratton Oakmont deals and sold them for a fast profit. He has admitted in California court proceedings involving J.B. Oxford that he acted as a front for Kott in some financial transactions.</p><p>In 2004, Sumichrast made his first investment in a shell company, Tele-Optics. His partner in the deal was Harold Wine, a Kott associate who&rsquo;d been a shareholder in J.B. Oxford and an officer and director of other companies linked to Kott. Sumichrast bought his shares through Lomond International, the same company involved in the UniPro deal.</p><h5>THE UNIPRO-CHINA FIRE DEAL</h5><p>In 2005, Lomond International acted as agent for a group that bought 4.55 million shares of UniPro&rsquo;s stock for $400,000, giving them a majority stake in the company. Jaybelle Holdings, another of Sumichrast&rsquo;s companies, got 1.97 million of the shares.</p><p>UniPro issued 100,000 shares to John LaSala&rsquo;s company, LaSala &amp; Associates, as a consulting fee.</p><p>That same year, Brian Lin met Anthony J. Sarkis, an investment banker with Maxim Group LLC of New York. According to Lin, Sarkis was touring China in search of reverse merger candidates. He suggested that such a deal could help the fire-safety business, then known as Sureland Industrial, raise capital for expansion.</p><p>Sarkis later became director of investment banking at another firm, <a href="http://www.hcwainwright.com/" target="_blank">H.C. Wainwright &amp; Co.</a>, which also has been arranging reverse mergers between Chinese companies and U.S. shells.</p><p>Lin told Sharesleuth that Sarkis paired China Fire with UniPro.</p><p>As a preliminary step toward the merger, a newly formed British Virgin Islands company called China Fire Protection Group Ltd. agreed in July 2006 to acquire all of the capital stock of Sureland. Lin said that move was designed to convert the shareholders of Sureland into shareholders of the new entity. SEC filings show that Lin signed the purchase agreement for China Fire Protection. Gangjin Li signed as the legal representative for one of the five companies that held stakes in Sureland.</p><p>UniPro also restructured prior to the reverse merger, reducing its shares outstanding with a 5-for-1 reverse split.</p><p>On Oct. 27, 2006, China Fire Protection combined with UniPro in return for preferred stock that could be converted to 22.8 million common shares. The combined company was renamed China Fire and Security. </p><p>Sumichrast&rsquo;s group came away from the deal with 910,000 shares, or a little less than 5 percent of the company. At the current market price, the stake that the group originally acquired for $400,000 would be worth roughly $8 million.</p><p>John LaSala received 10,000 shares in China Fire, SEC filings show. He filed to sell those shares in December 2006. Allen Weinstein, another Sheffield Securities owner who pleaded guilty to conspiracy in the manipulation case, also got 10,000 shares.</p><h5>THE CHINESE SHAREHOLDERS</h5><p>SEC filing list seven recipients of the preferred shares that were issued in the reverse merger.</p><p>Those shareholders were:</p><ul><li>Li Brothers Holdings Inc., described as a British Virgin Islands corporation controlled by China Fire&rsquo;s chairman, Gangjin Li.<br /></li><li>Vyle Investments Inc., another British Virgin Islands corporation. China Fire&rsquo;s SEC filings say that Brian Lin owns 30 percent of Vyle. The initial filing also listed his wife as secretary and director.<br /></li><li>China Honor Investment Ltd., a British Virgin Islands corporation. The sole shareholder was listed as Ang Li, the son of Gangjin Li. He was described as a student in Vancouver. </li><li>Worldtime Investment Advisors, the British Virgin Islands corporation controlled by Brian Lin&rsquo;s sister-in-law, Huiwen Liu, who sometimes uses the first name Wendy.<br /></li><li>Linkworld Venture Inc. <br /></li><li>Fustar Technology Inc.<br /></li><li>China Tide Investment Inc.</li></ul><p>The SEC filings provided no additional information on Linkworld, Fustar or China Tide. Lin said those three entities were incorporated in the British Virgin Islands and hold stock for some of the original Chinese investors.</p><p>Linkworld said in December that it intended to sell 700,000 China Fire shares for an estimated $8.4 million. Lin acknowledged that the person who signed Linkworld&rsquo;s SEC filing was a nominee rather than an actual shareholder. </p><p>Our comparison of the handwriting on the filings for Worldtime and Linkworld showed that they were filled out by the same people. And although Worldtime and Linkworld said in those filings that they had no relationship with China Fire or its officers and directors, the documents for both of them listed the same address -- China Fire&rsquo;s administrative, sales and marketing office in Beijing.</p><p>When we asked Lin about that, he said China Fire prepared the SEC filings for Worldtime and Linkworld because of language barriers. He said the company put its address on the filings so that any return correspondence would come to people who could read and write English.</p><h5>CONFLICTING NUMBERS?</h5><p>Sharesleuth noted that the ownership interests for the five entities listed in SEC filings as the original Sureland shareholders did not correlate with the ownership interests listed for the seven entities that got China Fire shares in the reverse merger.</p><p>For instance, SEC filings regarding Sureland show that the investment company for which Gangjin Li signed as legal representative had a 32 percent stake. Immediately after the reverse merger, Li reported holding a 50 percent stake in China Fire, and a British Virgin Islands entity headed by his son, Ang Li, reported holding a separate 10.4 percent stake.</p><p>Brian Lin was not listed as the representative of any of the Sureland shareholders, but reported owning 936,498 shares and options, or 3.6 percent of the shares outstanding after the deal.</p><p>Two other entities were listed as holding stakes of 40 percent and 22.7 percent, respectively, in Sureland. The names of the people who signed as representatives for those entities appear nowhere in China Fire&rsquo;s later SEC filings.</p><p>Lin said that one of those signatories, Shuangrui Zhao, is Gangjin Li&rsquo;s uncle. He said the other, Zengliang Feng, is an early investor in Sureland and a longtime friend of Li.</p><p>Lin said Feng was among the investors who sold shares through Worldtime.</p><p>Lin said the ownership percentages attributed to the Sureland shareholders in the initial restructuring agreement were not precise. He said some individuals had smaller stakes than indicated, and that others had stock spread among more than one of the listed holders. Lin said the breakdown for the seven entities that got shares in the reverse merger were the actual figures.</p><p>&ldquo;Before we went public, we really wanted to make sure the numbers were correct,&rsquo;&rsquo; he said.</p><p>No outsiders acquired shares through the restructuring of Sureland, he added.</p><h5>WORLDTIME INVESTMENT ADVISORS</h5><p>Worldtime said in the SEC filing disclosing its initial China Fire stake that it was a &ldquo;holding company for strategic business operations and activities,&rdquo; and that Liu was self-employed and &ldquo;engaged in various business matters.&rsquo;&rsquo;</p><p>That filing listed an administrative address for Worldtime in the British Virgin Islands. It was the same as the administrative address used by Vyle Investments, the holding company through which Brian Lin owns his China Fire shares. One of Worldtime&rsquo;s filings was signed by Brian Lin, as secretary, under his given name, Bin Lin.</p><p>The address listed for Liu in the SEC filings led Sharesleuth to a store in Richmond, British Columbia, that has operated under the names Organic and Nature House Inc. and Yogi House Inc. We visited the business in January and asked for Liu. The manager told us Liu&nbsp;and her husband were in California, running another store.</p><p>We thought it curious that Brian Lin&rsquo;s sister-in-law would have received nearly three times as much stock in China Fire as Lin himself, who is described on the company&rsquo;s website as co-founder of Sureland and as an early stage investor in the business.</p><p>So we went to California to ask how that happened. When we visited the store that Huiwen Liu and Kevin Lin run in Arcadia, the mystery deepened. Kevin Lin told us that his wife had no financial interest in the stock owned by the Worldtime, and that neither he nor his wife was ever an investor in China Fire or Sureland.</p><p>&ldquo;I wish,&rsquo;&rsquo; he said. &ldquo;We&rsquo;d be rich.&rsquo;&rsquo;</p><p>Kevin Lin said he didn&rsquo;t know how his wife wound up being listed as Worldtime&rsquo;s sole shareholder and director, or who actually owned its stock. But he acknowledged that his brother may have played a role.</p><p>State corporation records list Kevin Lin as the president of the Yogi House business in California. They list Brian Lin as the registered agent, again under his given name, Bin Lin.</p><p>Sharesleuth also asked Ang Li, the 17-year-old son of China Fire&rsquo;s chairman, how he came to be listed as the sole shareholder of a British Virgin Islands entity that holds nearly 2.67 million shares of the company&rsquo;s stock.</p><p>He said that although he had seen the documents, he was unaware of the details.</p><p>&ldquo;I don&rsquo;t actually know,&rsquo;&rsquo; he said. &ldquo;I&rsquo;m not really involved.&rsquo;&rsquo;</p><h5>COMMON ADDRESSES</h5><p><a title="Worldtime SEC Filing" href="http://sharesleuth.com/worldtime.pdf" target="_blank">Worldtime&rsquo;s SEC filing</a> covering the sale of 600,000 China Fire shares listed its address as B-25 TYG Center in Beijing. Linkworld Venture <a title="Linkworld SEC filing" href="http://sharesleuth.com/linkworld.pdf" target="_blank">used the same address</a> a few days later, when it filed to sell 700,000 shares.</p><p><a title="TYG Center" href="http://sharesleuth.com/images/031108-tygcenter-lg.gif" target="_blank"><img title="TYG Center" height="280" alt="TYG Center" hspace="10" src="http://sharesleuth.com/images/031108-tygcenter-sm.gif" width="210" align="left" vspace="10" border="1" /></a>Those addresses refer to the 25<sup>th</sup> floor of Tower B at an office complex referred to in English as TYG Center. China Fire has half of the 25<sup>th</sup> floor of that building, which is home to its administrative, sales and marketing offices.</p><p>The first of two filings by <a title="Fustar SEC filing" href="http://sharesleuth.com/Fustar1.pdf" target="_blank">Fustar Technology</a> listed its address as B-2503 TYG Center. Fustar disclosed plans in December to sell all 729,600 of its China Fire shares for an estimated $7.67 million.</p><p>Sharesleuth hired a reporter in China to check out the addresses. The reporter found no trace of Worldtime, Linkworld or Fustar at TYG Center -- no signs or other identification on office doors, no names on mailboxes and no mentions in building directories.</p><p>Suite B-2503, the address that Fustar used, was occupied by another company that said it had no connection to Fustar or China Fire.</p><p>Lin said the address on Fustar&rsquo;s SEC form must have been a typographical error. He said the person who signed the filing, Luhe Gu, was one of Sureland&rsquo;s original employees and investors. He left the company in 2006.</p><p>Our reporter who visited the 25<sup>th</sup> floor of Tower B at TYG Center found that China Fire indeed occupied Suite 2508. The company also had suites 2501, 2502 and 2509, as evidenced by the Sureland logos etched into their glass entry doors.</p><p>Worldtime and Linkworld sold their shares through Roth Capital Partners LLC, a brokerage based in Newport Beach, Calif., that is a market maker for China Fire&rsquo;s stock.</p><p>Fustar sold its shares through Brean Murray, Carret &amp; Co., a New York brokerage that also is one of China Fire&rsquo;s market makers. Brean issued a buy recommendation on the stock in November, with a target price of $19 a share.</p><p>China Tide&rsquo;s stock was to be sold through a Merrill Lynch office in City of Industry, Calif.</p><h5>THE PRIVATE PLACEMENT</h5><p>On the day the reverse merger was completed, China Fire sold 1.54 million shares in a private placement for $3.25 a share. The buyers got warrants to purchase 615,442 additional shares at an average price of $4.23 a share.</p><p>Some of the investors got the right to buy a further 923,077 shares, also at $3.25, in the weeks that followed. Those shares came with 369,230 warrants, exercisable at an average price of $4.23.</p><p>The agent for the private placement was H.C. Wainwright, the same firm that originally paired China Fire with UniPro.</p><p>Vision Capital Advisors took more than half of the overall placement. It got 1.35 million shares and 553,848 warrants, which amounted to a 6.9 percent stake in China Fire. Two other hedge funds took smaller stakes, totaling 861,552 shares.</p><p>The remaining investors in the private placement all had connections to China Fire or H.C. Wainwright.</p><p>A buyer called Great Gain International Ltd. took 387,874 shares and warrants, representing a 1.5 percent stake in China Fire. SEC filings identified the person with the power over those shares as Zhonglin Dai. </p><p>What they didn&rsquo;t say was that Dai is general manager of Brian Lin&rsquo;s old company, Linkhead Technologies. Dai told Sharesleuth that he set up Great Gain International and personally owns all of the shares. He said Lin and Li had no involvement with that company.</p><p>Another investor who got 86,155 shares and warrants in the private placement is an 86-year-old women in Florida. We found that she is the grandmother of Michael S. Messinger, chief operating officer of H.C. Wainwright.</p><p>Although investing in a Chinese reverse-merger deal might not be suitable for many investors that age, Messinger told Sharesleuth that his grandmother had a high net worth and wasn&rsquo;t putting much of her money at risk.</p><p>&ldquo;It was an opportunity to take a shot on a company that we believed in,&rsquo;&rsquo; Messinger&nbsp;said.</p><p>At the stock&rsquo;s peak last fall, those shares and warrants would have been worth more than $1.5 million. Messinger would not say how many shares his grandmother had sold, but did say she still owns some.</p><p>H.C. Wainwright and its employees got warrants to buy 184,626 shares at $3.25 as its placement fee. Messinger was listed in China Fire&rsquo;s SEC filings as the person having power over the 81,702 warrants that went to the firm itself.</p><p>He said he thought that the family relationship with his grandmother was disclosed by the company, but we could find no evidence of that.</p><p>Vision Capital cashed out within 13 months of its initial investment in China Fire. It said in an SEC filing in mid-November that it had sold all of its shares and warrants. The hedge fund had filed no previous forms disclosing changes in its holdings. Vision Capital declined to comment.</p><p>China Fire&rsquo;s stock climbed more sharply in the second half of last year, after its listing moved to the Nasdaq market from the Over-the-Counter market. Our analysis of SEC filings shows that that nearly all of the company&rsquo;s outstanding warrants were exercised in the third quarter. Its share price in that period ranged from $6.70 to $12.25.</p><p>China Fire&rsquo;s stock rose from $14 a share to $18 a share in the last week of October, on heavier-than-usual volume. The only press releases that the company issued in that time were an announcement about a new $2.9 million contract with a Chinese steel producer and an announcement about presentations at several investment conferences.</p><p>The stock peaked on Nov. 1. The sales form for Worldtime was prepared at the end of that month. By our calculations, the individuals and investment firms that got stock in China Fire&rsquo;s reverse merger and private placement have sold or declared their intention to sell at least 4.4 million shares, representing roughly one out of every six shares issued.</p><p>Lin <a title="Email from Brian Lin of China Fire to Sharesleuth" href="http://sharesleuth.com/brian_lin_email.pdf" target="_blank">said in an email</a> to Sharesleuth&nbsp;that short sellers who target China Fire&nbsp;should be careful,&nbsp; because of&nbsp;the&nbsp;strength of the company and the many big deals the company has in the works.</p><p>We will continue to investigate and update this story </p></span></span></span></span></span></span>]]>
    </content>
</entry>

<entry>
    <title>Xethanol Corp. update</title>
    <link rel="alternate" type="text/html" href="http://sharesleuth.com/08/01/17/xethanol-corp-update/" />
    <id>tag:sharesleuth.com,2008:/beta//1.17</id>

    <published>2008-01-14T23:39:56Z</published>
    <updated>2008-07-23T01:35:26Z</updated>

    <summary><![CDATA[Xethanol Corp. is trying to unload a former pharmaceutical plant in Georgia that had been&nbsp;the centerpiece of its plan to turn wood chips, paper pulp and other&nbsp;organic waste&nbsp;into ethanol. &nbsp;The Augusta Chronicle reported&nbsp;last week that Xethanol (AMEX: XNL)&nbsp;told workers who...]]></summary>
    <author>
        <name>Chris Carey</name>
        <uri>http://sharesleuth.com</uri>
    </author>
    
        <category term="Investigations" scheme="http://www.sixapart.com/ns/types#category" />
    
        <category term="Xethanol Corp." scheme="http://www.sixapart.com/ns/types#category" />
    
    
    <content type="html" xml:lang="en" xml:base="http://sharesleuth.com/">
        <![CDATA[<p class="MsoNormal" style="margin: 0in 0in 0pt">Xethanol Corp. is trying to unload a former pharmaceutical plant in Georgia that had been&nbsp;the centerpiece of its plan to turn wood chips, paper pulp and other&nbsp;organic waste&nbsp;into ethanol. </p><p class="MsoNormal" style="margin: 0in 0in 0pt">&nbsp;</p><p class="MsoNormal" style="margin: 0in 0in 0pt">The Augusta Chronicle <a href="http://chronicle.augusta.com/stories/011008/bus_179822.shtml" target="_blank">reported</a>&nbsp;last week that Xethanol (AMEX: XNL)&nbsp;told workers who have been tending the property that it was for sale. When <a href="http://www.xethanol.com/" target="_blank">Xethanol</a> and a joint venture partner bought the idled plant in August 2006, they said it would be retrofitted to produce 50 million gallons of ethanol a year, and would employ as many as 100 people.</p><p class="MsoNormal" style="margin: 0in 0in 0pt">&nbsp;</p><p class="MsoNormal" style="margin: 0in 0in 0pt">In the wake of the news, the Chronicle&rsquo;s business editor wrote <a href="http://blogs.augusta.com/node/1237" target="_blank">this column</a>, which we thought our readers might be interested in seeing.</p><p class="MsoNormal" style="margin: 0in 0in 0pt">&nbsp;</p><p class="MsoNormal" style="margin: 0in 0in 0pt">We believe the information that Sharesleuth uncovers about companies like Xethanol is important not only to investors, but to the communities those companies involve in their ventures. They, too, must assess the risks.</p><p class="MsoNormal" style="margin: 0in 0in 0pt">&nbsp;</p><p class="MsoNormal" style="margin: 0in 0in 0pt">Xethanol reported in a Securities and Exchange Commission filing in November that it had sold its mothballed ethanol plant in Hopkinton, Iowa for $500,000. It once billed that plant as its &ldquo;research and development testbed.&rsquo;&rsquo;</p><p class="MsoNormal" style="margin: 0in 0in 0pt">&nbsp;</p><p class="MsoNormal" style="margin: 0in 0in 0pt">The company also disclosed that it had sold 47 acres of undeveloped land in Blairstown, Iowa, the home of its only operating ethanol plant. And Xethanol said that it was talking to a potential buyer for its property in Spring Hope, N.C. The company had said it would convert the former fiberboard plant there into a facility that would produce 35 million gallons of ethanol&nbsp;a year.</p><p class="MsoNormal" style="margin: 0in 0in 0pt">&nbsp;</p><p class="MsoNormal" style="margin: 0in 0in 0pt">&nbsp;</p>]]>
        
    </content>
</entry>

<entry>
    <title>Orthopedic Development Corp. update</title>
    <link rel="alternate" type="text/html" href="http://sharesleuth.com/07/06/16/orthopedic-development-corp-up/" />
    <id>tag:sharesleuth.com,2007:/beta//1.16</id>

    <published>2007-06-20T00:23:58Z</published>
    <updated>2008-07-23T01:36:25Z</updated>

    <summary><![CDATA[Orthopedic Development Corp.&rsquo;s president said in an affidavit in a federal court case in North Carolina&nbsp;that he had never engaged in business in that state,&nbsp;had not gone there to recruit a sales executive or &ldquo;otherwise traveled there.&rsquo;&rsquo;&nbsp;But Sharesleuth.com, which posted...]]></summary>
    <author>
        <name>Chris Carey</name>
        <uri>http://sharesleuth.com</uri>
    </author>
    
        <category term="Investigations" scheme="http://www.sixapart.com/ns/types#category" />
    
        <category term="Orthopedic Development Corp." scheme="http://www.sixapart.com/ns/types#category" />
    
    
    <content type="html" xml:lang="en" xml:base="http://sharesleuth.com/">
        <![CDATA[<p class="MsoNormal" style="margin: 0in 0in 0pt">Orthopedic Development Corp.&rsquo;s president said in an affidavit in a federal court case in North Carolina&nbsp;that he had never engaged in business in that state,&nbsp;had not gone there to recruit a sales executive or &ldquo;otherwise traveled there.&rsquo;&rsquo;</p><p class="MsoNormal" style="margin: 0in 0in 0pt">&nbsp;</p><p class="MsoNormal" style="margin: 0in 0in 0pt">But Sharesleuth.com, which posted an <a href="http://sharesleuth.com/2007/06/post.html" target="_blank">investigative report</a> on ODC on June 8, has copies of e-mails that appear to disprove those assertions.</p><p class="MsoNormal" style="margin: 0in 0in 0pt">&nbsp;</p><p class="MsoNormal" style="margin: 0in 0in 0pt">James Doulgeris, who heads ODC, submitted the <a href="http://sharesleuth.com/doulgerisaffidavit.pdf" target="_blank">affidavit&nbsp;</a>last week in connection with a motion to dismiss&nbsp;the&nbsp;case in North&nbsp;Carolina&nbsp;or halt it&nbsp;pending the outcome of&nbsp;a related case in Florida.&nbsp;The suit in North Carolina was brought by Dan Grayson, who was hired in November as&nbsp;vice president of sales for&nbsp;ODC's spine stabilization product and was fired in May.</p><p class="MsoNormal" style="margin: 0in 0in 0pt">&nbsp;</p><p class="MsoNormal" style="margin: 0in 0in 0pt">The e-mails exchanged last summer between Doulgeris and&nbsp;Grayson include messages from Doulgeris that provide details of his travels to North Carolina for business meetings. Those details include flight numbers and times, and the names and locations of the hotels in which he stayed.</p><p>The <a href="http://sharesleuth.com/Julyemails.pdf" target="_blank">e-mails</a> show that Doulgeris traveled from Tampa to Charlotte last July 6, with marketing materials and instrument samples for Grayson, who at the time ran his own medical device distributorship. </p><p>Grayson became a distributor for ODC&rsquo;s spine-stabilization product, called <a href="http://www.trufuse.com/" target="_blank">TruFUSE</a>, the following week.</p>]]>
        <![CDATA[<p>Grayson later became vice president of sales for the ODC subsidiary that markets TruFuse. He was fired in May after raising questions internally about TruFUSE and some of the claims the Clearwater-based company was making about the product.</p><p>Grayson sued,&nbsp;claiming ODC breached his contract and fraudulently induced him to enter the contract by making false claims about its product and its business activities.</p><p>ODC&nbsp;filed its own suit in&nbsp;state court in Florida, claiming that Grayson and an investor named Terje Gronlie acted together to disparage the company. Among other things, the&nbsp;suit alleged that Grayson breached his fiduciary duty to ODC and that&nbsp;Gronlie was behind a series of e-mails sent to officers, directors and others with ties to the company.</p><p>Grayson said Tuesday he questioned the central&nbsp;claims&nbsp;in Doulgeris' affidavit. &quot;I don&rsquo;t see how Doulgeris can say, under oath, that he has never been to North Carolina, or had business there, when he signed my distributorship on July 11, 2006, to sell TruFUSE,&rsquo;&rsquo; he&nbsp;told Sharesleuth.</p><p>Doulgeris said Tuesday that his statements in the affidavit referred specifically to whether he went to North Carolina regarding&nbsp;Grayson&rsquo;s employment by the company.</p><p>&ldquo;My response was truthful, accurate and supportable,&rsquo;&rsquo; he said in an e-mail.</p><p>ODC&nbsp;has sued Grayson in&nbsp;state court in Florida, claiming that he&nbsp;and an investor named Terje Gronlie acted together to disparage the company. The suit alleged the Gronlie was behind a series of e-mails sent from anonymous accounts to officers, directors and others with ties to the company</p><p>The <a href="http://sharesleuth.com/Augustemails2.pdf" target="_blank">correspondence</a> between Doulgeris and Grayson shows that Doulgeris went to North Carolina twice in August 2006. On one of those trips, he and Grayson met with representatives of another company that now distributes TruFUSE.</p><p>The affidavit said Grayson's suit did not specify where Doulgeris was when he allegedly made the false claims to Grayson. The affidavit noted, however, that the statements supposedly were made while&nbsp;the company was recruiting Grayson to run its TruFUSE subsidiary, called MinSURG Corp.</p><p>Doulgeris said that happened outside of North Carolina. &quot;Since I have never traveled to North Carolina to recruit Grayson, or otherwise traveled there for that matter, such statements would have been made prior to Grayson entering into the employment agreement, which occurred when Grayson visited MinSURG&rsquo;s office in Florida,&rsquo;&rsquo; he said in the affidavit.</p><p>Grayson told Sharesleuth he did not go to Florida until Oct. 12, when he met with ODC&rsquo;s board of directors as one of the&nbsp;final&nbsp;steps in the hiring process.</p><p>The <a href="http://sharesleuth.com/Recruitment3.pdf" target="_blank">e-mails</a> show that he and Doulgeris had already discussed title, compensation and other details by the end of September 2006. In one message, regarding the efforts to fill the sales position, Doulgeris wrote: &ldquo;Dan, I am sold. No one else comes close.&rsquo;&rsquo;</p><p>ODC says its new spinal implant procedure, which uses cadaver bones inserted in vertebrae, can reduce or eliminate pain for many of the millions who suffer from chronic back problems.</p><p>But former insiders have told Sharesleuth that ODC has encountered design and performance problems with TruFUSE. They added that documents given to investors in an $8 million stock placement overstated the number of patients who have been treated using the procedure, and may have overstated the results.</p><p>Submitting a knowingly false affidavit in U.S. District Court can be grounds for&nbsp;perjury charges.</p><p>&nbsp;</p><p>&nbsp;</p>]]>
    </content>
</entry>

<entry>
    <title>Orthopedic Development Corp.</title>
    <link rel="alternate" type="text/html" href="http://sharesleuth.com/07/06/15/orthopedic-development-corp/" />
    <id>tag:sharesleuth.com,2007:/beta//1.15</id>

    <published>2007-06-09T00:02:50Z</published>
    <updated>2008-07-23T01:43:07Z</updated>

    <summary><![CDATA[Orthopedic Development Corp. says its new spinal implant procedure can reduce or eliminate pain for many of the millions who suffer from chronic back problems.The approach is simple and potentially lucrative. ODC&rsquo;s system uses small pieces of specially shaped cadaver...]]></summary>
    <author>
        <name>Chris Carey</name>
        <uri>http://sharesleuth.com</uri>
    </author>
    
        <category term="Investigations" scheme="http://www.sixapart.com/ns/types#category" />
    
        <category term="Orthopedic Development Corp." scheme="http://www.sixapart.com/ns/types#category" />
    
    
    <content type="html" xml:lang="en" xml:base="http://sharesleuth.com/">
        <![CDATA[<p>Orthopedic Development Corp. says its new spinal implant procedure can reduce or eliminate pain for many of the millions who suffer from chronic back problems.</p><p>The approach is simple and potentially lucrative. ODC&rsquo;s system uses small pieces of specially shaped cadaver bone to help stabilize the spine. The Clearwater, Fla.-based company says in its promotional material that its TruFUSE procedure gives patients a middle option between physical therapy and major fusion surgery.</p><p>It even says its minimally invasive procedure can be performed on an outpatient basis, saving money and time. But former insiders tell Sharesleuth that ODC has encountered design and performance problems with <a href="http://www.trufuse.com/" target="_blank">TruFUSE</a>. They add that documents given to investors in a recent stock placement overstated the number of patients who have been treated using the procedure, and may have overstated the results.</p><p>&ldquo;I believe the company misled investors to raise money to market a product whose function and benefits had not been validated through clinical studies,&rsquo;&rsquo; said Dan Grayson, who was in charge of TruFUSE sales from early November until early May.</p><p>Because&nbsp;the TruFUSE procedure relies on human body parts instead of&nbsp;mechanical devices, the <a href="http://www.fda.gov/" target="_blank">Food and Drug Administration</a> does not require clinical trials or regulatory approval. That means&nbsp;the company is responsible for ensuring that the treatment works.</p><p>As with any medical device that requires surgery, understanding the risks and monitoring the results is critical to the health and safety of the patients.</p><p>Sharesleuth examined some of the documents given to patients and investors and found contradictions in the company&rsquo;s story. We thought it was important to disseminate this information so that patients considering this operation would have more information available to them, as would people considering making an investment in the company.</p><p><em>(Disclosure: No one at Sharesleuth, including majority member Mark Cuban, has any financial interest or business relationship with ODC or anyone mentioned in this report.)</em></p>]]>
        <![CDATA[<p>&nbsp;</p><p></p><p><strong>THE PRODUCT</strong></p><p>ODC sold $8 million in preferred stock through a private placement that focused mainly on the promise and potential of TruFUSE.</p><p>The procedure was patented by Dr. David A. Petersen, a Tampa Bay area surgeon. He is ODC&rsquo;s chief medical officer, as well as its biggest shareholder.</p><p>In the TruFUSE surgery, small fasteners made from cadaver bone are implanted into holes drilled into the facet joints of the vertebrae. The hope is that the graft will promote fusion between joints in problem areas, reducing or eliminating pain.</p><p>The company maintains that its procedure is less invasive than other treatment options, which translates to shorter hospital stays and faster recovery times.</p><p>ODC said in its <a href="http://sharesleuth.com/ppm.pdf" target="_blank">private placement memorandum</a> that more than 200 patients were treated using TruFUSE between March and September 2006. It said the surgeries produced &ldquo;uniformly positive outcomes with no material complications.&rsquo;&rsquo;</p><p>Sharesleuth has seen a company document that lists all of the TruFUSE procedures by date. It shows that when ODC was claiming that more than 200 patients had received the TruFuse surgery, the internal count was no more than 83.</p><p>It also shows that when ODC claimed 500 patients, in a February supplement to the private placement memorandum, the maximum number on the list was 342.</p><p>Patient names and other identifying information were removed from the list viewed by Sharesleuth.</p><p>The discrepancy in the numbers suggests that either the company&rsquo;s records are incomplete &ndash; a problem in the event of a safety alert &ndash; or that the figures in the private placement memorandum are inaccurate.</p><p>Vito Santoro, who was vice president of business operations before resigning last month, told Sharesleuth that ODC&rsquo;s figures for the number of patients treated with TruFuse were more of a &ldquo;best guess&rsquo;&rsquo; than a hard count.</p><p>&ldquo;They probably were not as accurate as they could have been,&rsquo;&rsquo; Santoro said, noting that the company had trouble getting a full list of patients from doctors and distributors.</p><p>ODC markets TruFUSE through a subsidiary called minSURG Corp. </p><p>&nbsp;</p><p></p><p><strong>PATIENTS</strong></p><p>Despite ODC&rsquo;s earlier statements, some patients who underwent the TruFUSE procedure have experienced problems. The list includes one person who had appeared at a presentation for potential investors as an example of a successful outcome.</p><span><span><p>Because of medical privacy laws, the identities of most of the TruFUSE recipients are off limits to Sharesleuth. However, Sharesleuth saw correspondence that discussed the above patient&rsquo;s situation, identifying him by first name only.</p><p>Sharesleuth asked doctors at university medical centers about TruFUSE. Most would not speak on the record, citing unfamiliarity with the product and the surgical technique. But all said they would not consider using any new procedure on their own patients unless it had been the subject of a peer-reviewed report that demonstrated its merits.</p><p>Sharesleuth could find no such report for TruFUSE.</p><p>Dr. Michael Mac Millan, an associate professor and chief of spine surgery at the University of Florida's&nbsp;<a href="http://www.med.ufl.edu/" target="_blank">College of Medicine</a>, said an investigation of the risks and benefits should precede the marketing of almost any new product.</p><p>&ldquo;I think that a clinical product that has not been evaluated under the auspices of an institutional review board of a university or hospital would fall outside the norm of good clinical practice,&rsquo;&rsquo; he said.</p><p>Dr. Jurgen Harms,&nbsp;an internationally known <a href="http://harms-spinesurgery.com/" target="_blank">spine specialist</a> in Carlsbad, Germany, said he would require biomechanical testing results, surgical results and clinical studies.</p><p>&ldquo;Without biomechanical test and clinical outcome studies, I don&rsquo;t see a chance to use this product clinically,&rsquo;&rsquo; he said in an e-mail response to questions from Sharesleuth.</p><p>Harms added that ODC&rsquo;s approach to fusion through minimally invasive surgery was nevertheless interesting.</p><p>&nbsp;</p><p></p><p><strong>THE OFFERING</strong></p><p>ODC is not a public company. It sold 4 million shares of preferred stock at $2 a share in its private placement. The stock was available only to accredited investors &ndash; those who met certain income or asset guidelines --<span>&nbsp;</span>and the minimum investment was $100,000.</p><p>ODC said in the placement memorandum that its goal was to establish TruFUSE as the treatment of choice for minimally invasive spine surgery. The company said it planned to increase awareness of the procedure among doctors, hospitals, patients and insurers, expand its marketing and sales and take the product national.</p><p>ODC cited a report that said the market for orthopedic spinal products and procedures was expected to grow from $3.65 billion in 2003 to $5.75 billion by the end of last year.</p><p>ODC&rsquo;s <a href="http://sharesleuth.com/ODCPPM.pdf" target="_blank">placement memorandum</a>&nbsp;said that company had 14.2 million common shares outstanding prior to the sale, including 760,000 options granted to outside directors.</p><p>Even after the sale, Petersen and Doulgeris controlled a majority of the company&rsquo;s shares.</p><p>The private placement was managed by <a href="http://gunnallen.com/" target="_blank">GunnAllen Financial Inc.,</a> a Tampa-based brokerage that received $800,000 in fees from the proceeds.</p><p>ODC executives declined to respond to written questions from Sharesleuth, saying through an attorney that they first wanted to know the identities of the people providing information about the company.</p><p>ODC also warned Sharesleuth not to publish information contained in the private placement memorandum, saying that it was a confidential document. However, a copy has been entered as evidence in a court case, making it a public record.</p><p>Petersen referred questions to Doulgeris, who said in an email&nbsp;last week that he could not respond because of the pending litigation.</p><p>GunnAllen also declined to reply to a list of questions submitted by Sharesleuth.</p><p>David H. Jarvis, GunnAllen&rsquo;s general counsel, cited a policy of not commenting on litigation involving the company. He said that policy would also extend to clients of the company.</p><p>&nbsp;</p><p></p><p><strong>E-MAIL CAMPAIGN</strong></p><p>Starting in February, ODC&rsquo;s officers, directors and advisory board members began receiving e-mails sent from accounts with fictitious names, raising questions about the contents of the placement memorandum. Some of the messages also went to GunnAllen.</p><p>The <a href="http://sharesleuth.com/emails.pdf" target="_blank">e-mails</a>&nbsp;challenged some of the statements that ODC made in the memorandum, including the credentials and track records of its management. They also alleged that ODC was overstating the number of TruFUSE procedures and that it had no scientific basis for the claims it was making about pain relief, recovery times or failure rates<strong>.</strong></p><p>Printed copies of the e-mails have been entered into evidence in a lawsuit filed in state court in Florida.</p><p>Those documents show that Roger L. Overby, senior vice president for investment banking at GunnAllen, responded to one of the messages from the anonymous emailer.</p><span><span><p>Overby said that GunnAllen performs &ldquo;extensive due diligence&rdquo; on a company and its founders and senior management before taking them on as a client. The company&rsquo;s dealings with ODC, he said, were no exception.</p><p>&ldquo;We believe Dave Petersen and Jim Doulgeris, co-founders and executives of the company, have done a good job of managing an early stage fast growing company in a competitive marketplace,&rsquo;&rsquo; Overby wrote. </p><p>ODC responded to the emails by hiring a private investigator to determine their source.</p><p>ODC also asked a special committee of its board of directors to review the allegations. The company said in a <a href="http://sharesleuth.com/odcsecurityalert.pdf" target="_blank">notice</a> that was posted briefly on its Web site that those directors concluded the charges were without merit.</p><p>Last month, four top managers left the company. Grayson said that he and another employee were fired and that two others resigned. The names of all four have disappeared from the contact list on the company&rsquo;s Web site.</p><p>The shakeup at ODC also has inspired at least three lawsuits &ndash; one by Grayson, one by the company and one by an investor in the private placement.</p><p>&nbsp;</p><p></p><p><strong>PRIVATE PLACEMENT MEMORANDUM</strong></p><p>Sharesleuth has reviewed ODC&rsquo;s private placement memorandum, as well as a <a href="http://sharesleuth.com/supp.pdf" target="_blank">supplement</a>&nbsp;issued a few months later. We noted that ODC did not mention any clinical trials of the TruFuse procedure, or any other broad-based, long-term study of its effectiveness.</p><p>We wondered how the company could claim, without such a study, that doctors had performed the procedure on several hundred patients without a material complication.</p><p>We also wondered what sort of review the company conducted that led it to state in the supplement in February that the failure rate for the TruFuse procedure after a reported 500 patients was &ldquo;plus or minus 5 percent of cases.&rsquo;&rsquo;</p><p>Sharesleuth noted that the &ldquo;Use of Proceeds&rsquo;&rsquo; section of the placement memorandum did not contain line items for medical studies or research and development. It did, however, envision ODC buying back as much as $2.025 million in shares from existing holders.<br /></p><p>We found that the original private placement memorandum did not contain certain information about the prior business activities of James Doulgeris, ODC&rsquo;s president and chief executive, and Peter M. Sontag, chairman of the board of directors.</p><p>For example, the bankruptcy trustee for a now-closed California hospital has sued Doulgeris and his former company in connection with their management of the facility while it was trying to reorganize through Chapter 11 proceedings. The suit alleges breach of fiduciary duty and negligence and seeks repayment of more than $1 million in fees.</p><p>ODC disclosed that information in a supplement that was distributed in February, after the company received the first of the anonymous emails.<strong><br /></strong></p><p>&nbsp;</p><p><strong>AN INVESTIGATION</strong></p><p>The investigation that followed those emails created a climate of suspicion at ODC, which had been a small, close-knit company, said Santoro, who had worked there since its inception in 2003.</p><p>&ldquo;I think the company culture changed,&rdquo; he said. &ldquo;They were looking under every rock because of what was going on. It seemed like everyone became suspect. It wasn&rsquo;t conducive to a career anymore.&rsquo;&rsquo;</p><p>ODC and minSURG also lost their vice president of sales, chief technical officer and business development manager.</p><p>Grayson was fired May 8 after raising questions internally about TruFUSE. He sued, claiming that the company breached his employment contract and fraudulently induced him to enter in that agreement.</p><p>Grayson&rsquo;s <a href="http://sharesleuth.com/Graysonsuit.pdf" target="_blank">complaint</a> alleged that ODC and minSURG had no clinical data or internal study to support the claim that TruFUSE had been used on more than 200 patients between March and September 2006, with no reported problems.</p><p>His suit also said ODC and minSURG had no clinical data to support claims that TruFUSE provided &ldquo;immediate pain relief&rdquo; and that most patients recovered in three months of less.</p><p>Grayson&rsquo;s suit added said that, up to the time of his firing, ODC had no Good Manufacturing Practice program, as required by the FDA.</p><p>Grayson, who has specialized in orthopedic medical sales for nine years, said in an interview last month that he was compelled to take his concerns public through the lawsuit because they had gone unheeded by other company executives.</p><p>&ldquo;As an officer of the company, I had a fiduciary duty to investors, patients, surgeons and hospitals,&rsquo;&rsquo; Grayson said. &ldquo;It was my job, as the face of the company with regard to sales, to make sure that we were marketing a product that would benefit all those groups.&rsquo;&rsquo;</p><p>&nbsp;</p><p></p><p><strong>DAN GRAYSON</strong></p><p>Grayson ran his own orthopedic-device distributorship before joining ODC last November, at a base salary of $200,000 a year. He said he was drawn to the company because he believed TruFUSE held substantial promise.</p><p>He still believes that product could prove beneficial to patients, provided that it is redesigned and subjected to clinical studies before it is reintroduced to the market.</p><p>Grayson said in the suit that soon after he was recruited to ODC, he became aware of graft design and graft tolerance concerns that could lead to post-operative problems for patients.</p><p>According to the suit, Doulgeris said <a href="http://www.baycare.org/" target="_blank">BayCare Health System</a>, a nine-hospital group in the Tampa Bay area, was conducting a cost and outcome study of the TruFUSE procedure, and that ODC was compiling information from surgeons elsewhere.</p><p>The BayCare study did not go forward because of BayCare&rsquo;s concerns about certain elements of the program, including a potential conflict of interest on the part of one of the doctors that ODC chose to supervise it.</p><p>A<a href="http://sharesleuth.com/QandA.pdf" target="_blank"> brochure</a>&nbsp;that ODC circulated to doctors, patients and others last year contained a question-and-answer section that also addressed the issue of clinical studies. ODC said BayCare was conducting a study.</p><p>The company said that papers on cadaver testing and engineering testing also were in the works.</p><p><span>&nbsp;</span>&ldquo;Because waiting times for publication are so long, there is no published material available specifically for TruFUSE,&rsquo;&rsquo; it said in the brochure. &ldquo;Five articles are being prepared by the University of South Florida biomechanical engineering department, our development partner for TruFUSE. One is complete and is awaiting publication.&rsquo;&rsquo;</p><p>Grayson said in his suit that he also learned that the company had no clinical study or company data to support claims about the number of procedures performed, the success rate, the average recovery time or other benefits.</p><p>Grayson said he repeatedly approached Doulgeris with concerns about the TruFUSE procedure and design, and about the potential liability the company could face by making claims that were not supported by clinical studies.</p><p>&nbsp;</p><p></p><p><strong>MEDICARE QUESTIONS</strong></p><p>Grayson claimed in his suit that between 40 percent and 50 percent of the patients receiving the TruFUSE procedure were covered under Medicare, and that doctors were billing Medicare under an insurance code that applies to fusion treatments.</p><p>The suit suggested that if the implanted pieces of cadaver bone routinely come loose or pull out entirely and the vertebrae do not fuse, then ODC could become subject to claims of Medicare fraud.</p><p>ODC says in its marketing materials that the risks of serious complications with the TruFUSE procedure are low. It says that because the technique is minimally destructive to the vertebrae joint, there is little danger of compromising the integrity of the bone or causing nerve damage.</p><p>ODC has noted, however, that the grafts can work their way loose, or can break if subjected to excessive stress in the first few weeks after the surgery. Both of those outcomes could mean a return of pain for the patient, and could require new grafts or the removal of the grafts and treatment using a different method.</p><p>&nbsp;</p><p></p><p><strong>ANOTHER SUIT</strong></p><p>ODC has filed a suit of its own in state court in Florida, claiming that Grayson and an investor named Terje Gronlie acted together to disparage the company. The suit alleged the Gronlie was behind the email campaign.</p><p>ODC said in its <a href="http://sharesleuth.com/ODCsuit.pdf" target="_blank">complaint</a>&nbsp;that the messages contained numerous false statements that held the company and its executives in a false light and could hurt its sales efforts and interfere with its business relationships.</p><p>Gronlie was the biggest purchaser of stock in the private placement. ODC also alleges that he violated the terms of the placement agreement by buying stock on behalf of others who might not have met the investment criteria.</p><p>The complaint listed a third defendant, Kent Grasley, a purported freelance journalist in Hillsborough County, Fla. The filing alleged that he helped Gronlie route the emails through anonymous channels so that they could not be traced to the authors.</p><p>Sharesleuth could find no one by that name in Hillsborough County or anywhere else in the United States. </p><p>Gronlie has filed a suit of his own against the company and its executive.</p><p>&nbsp;</p><p></p><p><strong>COUNTING THE PROCEDURES</strong></p><p>ODC said in its <a href="http://sharesleuth.com/supp.pdf" target="_blank">supplement</a>&nbsp;to the private placement memorandum in February that more than 500 patients had been treated using the TruFUSE procedure.</p><p>Grayson told Sharesleuth that he and other employees who saw the supplement before it was distributed were concerned that the number was too high.</p><p>&ldquo;It raised a red flag for us,&rdquo; he said.</p><p>They decided to rewrite that section and submit it to Doulgeris. The warning was disregarded, Grayson said, and the letter went out with the original number.</p><span><span><p>ODC even referred in its second supplement to the placement memorandum to a &ldquo;review&rdquo; of the first 500 TruFUSE cases. It said that the review had prompted the company to increase its estimate of expected failures, to &ldquo;plus or minus 5 percent of cases.&rsquo;&rsquo;</p><span><span><p>&ldquo;With an anticipated continuing growth rate, we believe that our present clinical success rate is not reasonably sustainable and that surgeon expectations should be properly realigned,&rsquo;&rsquo; it said.</p><p>Although the failure to achieve fusion through such a<span>&nbsp; </span>procedure generally would not have serious health consequences for the patient, the emotional toll could be devastating, Mac Millan said.</p><p>&ldquo;It&rsquo;s psychologically disastrous to be told that your treatment didn&rsquo;t work and has to be redone,&rdquo; he said.</p><span><span><p>&nbsp;</p><p></p><p><strong>THE CHIEF EXECUTIVE</strong></p><p>None of ODC&rsquo;s outside directors have expertise in the medical or medical-device fields. </p><p>Doulgeris&rsquo; biography in the placement memorandum said he had &ldquo;spent 22 years of his 30 career in executive management, primarily as president, CEO and director of for-profit, non-profit, public and private companies in the hospital, ancillary provider, medical device and healthcare services sector.&rdquo;</p><p>Florida corporation records show that he has been an officer or director in a dozen companies in that state since the early 1990s. He was involved in the creation of nearly all of those companies, most of which have been dissolved.</p><p>One venture that ended badly was Healthcare Resource Specialists Inc, a Tampa company that was created in 2002 to provide crisis management to troubled companies in the healthcare industry.</p><p>The company was hired in January 2003 to provide interim management at Granada Hills Community Hospital, a facility in California&rsquo;s San Fernando Valley that was reorganizing in bankruptcy court.</p><p>Doulgeris became chief executive, and someone from Health Resource&rsquo;s parent company, Bay Management Group LLC of Tampa, was appointed chief financial officer. According to legal filings, Doulgeris told the hospital&rsquo;s board that its finances were stabilizing and that the facility could survive. But just after the Fourth of July holiday in 2003, the board learned that the management company had neglected to remit payroll taxes.</p><p>It fired Healthcare Resource and converted the hospital&rsquo;s bankruptcy to a liquidation. The trustee sorting through the financial wreckage alleged that Doulgeris, Health Resource<span>&nbsp;</span>and Bay Management contributed to the collapse.</p><p>The trustee's suit alleges that Doulgeris and the hospital&rsquo;s chief financial officer acted in their own self-interest by paying $1.2 million in management fees while neglecting $1 million in payroll taxes and $5 million in bills, according to an account last year in Modern Healthcare, a trade publication. The trustee also noted that Doulgeris and the company misrepresented their experience and abilities when seeking the assignment.</p><p>Doulgeris remains a defendant in the suit, which cites breach of fiduciary duty and negligence and seeks the repayment of the fees.</p><p>Doulgeris&rsquo; biography in the placement memo makes no mention <a href="http://www.earthfirsttech.com/" target="_blank">EarthFirst Technologies Inc.</a>&nbsp; (OTCBB: EFTI), a company outside the healthcare industry. His name appeared as the contact person on press releases issued in 2000 by EarthFirst, which was pursuing technologies for the production of alternative fuel and the treatment and remediation of solid waste.</p><p>EarthFirst&rsquo;s chairman and biggest shareholder is John D. Stanton. His biography in SEC filings describes him as a turnaround specialist for financially distressed companies.</p><p>Florida corporation filings show that&nbsp;Stanton&nbsp;also was a director&nbsp;of Healthcare Resource Specialists and Bay Management Group, the companies involved in the California hospital case.</p><p>&nbsp;</p><p></p><p><strong>BOARD OF DIRECTORS</strong> </p><p>ODC&rsquo;s private placement memorandum did not mention that Sontag was formerly president of 800 Travel Systems Inc., a public company that ran an Internet and telephone travel agency. It filed for bankruptcy in March 2002 and its assets were sold.</p><p>Sontag had stepped down as chief executive in September 2001 but remained chairman of 800 Travel's board until two days before its bankruptcy filing.</p><p>Court documents list Gary H. Baker, another current ODC director, as the trustee who oversaw the liquidation.</p><p>Sontag is a Tampa Bay-area entrepreneur whose activities have primarily focused on the travel industry. He currently is a director of <a href="http://www.worldair.com/" target="_blank">World Air Holdings Inc.</a> (Pink Sheets: WLDA), the parent company of World Airways.</p><p>Sontag also is founder and president of <a href="http://www.fastlanetravel.com/" target="_blank">Fast Lane Travel Inc</a>., which offers luxury package tours for Porsche enthusiasts that include a visit to the automaker&rsquo;s factory and driving on Germany&rsquo;s Autobahn. </p><p>Baker is the registered agent for Fast Lane Travel, according to Florida corporation filings.</p><p>Prior to the private placement, ODC had five directors &ndash; Doulgeris, Petersen, Sontag, Baker and Richard T. Welch.</p><p>ODC said in the placement memorandum that it paid its independent directors an annual fee of $60,000 a year, plus $2,000 for each board meeting. Directors get $6,000 for each committee membership, with the exception of the chairperson, who gets $12,000.</p><p>The company said it had accrued director&rsquo;s fees of $389,000, payable partly in cash and partly in stock at $2 a share. It said it planned to use some of the money from the private placement to pay the cash portion of the fees.</p><p>Welch previously was chief financial officer of Vision Twenty One Inc., a publicly traded eye-care company based in Largo, Fla. He was a defendant in multiple shareholder lawsuits filed against the company after its stock collapsed in 1998.</p><p>The suits were later consolidated into a single case, whose central claim was that the company&rsquo;s executives issued false and misleading statements about Vision Twenty One&rsquo;s acquisition of another eye-care company, Block Vision Inc., and about its final performance afterward.</p><p>The suit alleged that Vision Twenty One touted synergies that did not exist, and failed to disclose problems with Block in a timely manner.</p><p>Vision Twenty One announced record results for the first two quarters of 1998, then posted a surprise loss in the third quarter. The company also said revenue for the earlier quarters was overstated.</p><p>It put Block up for sale, saying the divestiture would add to earnings and improve profit margins. Welch left the company in late 1999.</p><p>Vision Twenty One&rsquo;s revenue declined significantly in 2000 and 2001 and the company never recovered. It settled the shareholder litigation, agreeing to pay $2.5 million to shareholders and their attorneys.</p><p>The company&nbsp;defaulted on its bank debt in 2002 and its assets were sold.</p><p>Welch&rsquo;s biography in ODC&rsquo;s private placement memorandum makes no mention of the shareholder litigation or the company&rsquo;s liquidation. It simply states that Welch played a key role in Vision Twenty One&rsquo;s acquisition efforts, &ldquo;with over 40 acquisitions in 14 months adding $200 million in revenues.&rsquo;&rsquo;</p><p>Welch and Sontag both were directors of another small public company, Coast Dental Services Inc. of Tampa. The dental management company angered minority shareholders in 2003 when its majority owners &ndash; members of the founding family &ndash; announced a plan to take the company private by buying in the stock of minority shareholders.</p><p>The first proposed price was $3.25 a share. The offer later was lifted to $3.75, and then $4.50 a share, which was still very near the market price.</p><p>According to SEC filings, Coast Dental appointed Welch and Sontag as a two-person special committee of the board to analyze the self-tender offer. They were to be paid fees of $45,000 each, beyond their ordinary director pay.</p><p>Welch and Sontag&rsquo;s committee rejected the first two offers as inadequate, but approved the $4.50 a share buyback price. Most of Coast Dental&rsquo;s minority shareholders refused to tender their shares, and the buyback was shelved.</p><span><span><p>Coast Dental then spurned two outside bidders who were offering to buy the entire company, one at a price of $7.50 a share.</p><p>Coast Dental ultimately completed the privatization in 2005, with minority shareholders receiving $9.25 a share.</p><p>&nbsp;</p><p></p><p><strong>A NEW ADDITION</strong></p><p>ODC&rsquo;s private placement memorandum said the company&rsquo;s board would be expanded to seven members from five. The preferred shareholders would initially elect one of the new directors, and GunnAllen would choose the other.</p><p>The preferred shareholders would get control over both of those seats in two years.</p><p>GunnAllen chose H. Jay Hill, currently executive vice president for corporate development at <a href="http://www.villageedocs.com/" target="_blank">VillageEDOCS Inc.</a>&nbsp;(OTCBB: VEDO). That company provides online data delivery, management and storage.</p><p>Its stock is thinly traded, and closed Friday at 7 cents a share.</p><p>Hill has prior ties to Overby, the GunnAllen executive who played a key role in ODC&rsquo;s <span>&nbsp;</span>private placement </p><p>The New York Stock Exchange disciplined Overby in 2003. It charged that he engaged in outside business activities without the consent of the brokerages that employed him, solicited investments in outside businesses without disclosing his involvement in those businesses, and failed to disclose that involvement to his employers.</p><p>Overby consented to the charges without admitting or denying guilt and was barred by the exchange for nine months.</p><p>The <a href="http://sharesleuth.com/overby.pdf" target="_blank">NYSE&rsquo;s report</a>&nbsp;on the case said that, in 1996, while employed by Merrill Lynch &amp; Co., Overby engaged in business activities with a privately held medical technology corporation without Merrill Lynch&rsquo;s knowledge or approval.</p><p>In 1996 and 1999, Overby entered into consulting agreements with that company, again without the knowledge or approval of his brokerage employers. According to the report, his compensation included $290,000 in cash, plus stock options.</p><p>The NYSE said that, in 1997, while working for Prudential Securities Inc., Overby helped the medical technology company arrange a partnership agreement with another company whose shared traded on the Over-The-Counter market.</p><p>In 1999, the medical products company was acquired by its partner, and Overby became a shareholder representative within the combined business, again without the knowledge or approval of his employer.</p><p>The NYSE report did not identify the medical technology company. But the dates of the transactions it described coincide with deals between Unitron Medical Communications Inc., which was based in the Tampa Bay area, and Sabratek Corp. of Skokie, Ill.</p><p>Unitron Medical&rsquo;s president at the time of the merger was H. Jay Hill.</p><p>Sabratek&rsquo;s SEC filings show that Overby wound up with 34,333 Sabratek shares through the merger, while Hill had 16,451. Sabratek&rsquo;s stock was trading in the vicinity of $20 a share at the time of the transaction.</p><p>Within three months, however, Sabratek&rsquo;s stock had declined by nearly 90 percent. The formerly high-flying medical equipment company announced a surprise drop in earnings, failed to file its quarter report to the SEC on time and parted ways with its founder and chief executive, K. Shan Padda.</p><p>Sabratek filed for bankruptcy in December 1999. Its Unitron Medical subsidiary, which did business under the name Moon Communications, also sought Chapter 11 protection.</p><p>The SEC filed <a href="http://www.sec.gov/litigation/litreleases/lr17156.htm" target="_blank">accounting fraud charges</a>&nbsp;in September 2001 against Padda and three other Sabratek executives, alleging that they engaged in a scheme to overstate the company&rsquo;s sales and earnings.</p><p>The SEC said the fraud occurred before the Unitron merger. The charges covered the company&rsquo;s annual report for 1998 and quarterly reports through the first quarter of 1999.</p><p>All four defendants settled with the SEC without admitting or denying guilt. They agreed to pay penalties and disgorge money they had received in bonuses or other compensation.</p><p class="MsoNormal" style="margin: 0in 0in 0pt">As is often the case when Sharesleuth investigates, we find&nbsp;additional information&nbsp;that could have a material impact on the decision making&nbsp;of consumers or investors. We hope that this report provides valuable insight for those who will consider doing business with the companies and individuals involved.</p><p><em>Susan Drury provided fact-checking services for this article.</em></p></span></span></span></span></span></span></span></span></span></span></span></span>]]>
    </content>
</entry>

<entry>
    <title>Connecting the Companies</title>
    <link rel="alternate" type="text/html" href="http://sharesleuth.com/07/05/14/connecting-the-companies/" />
    <id>tag:sharesleuth.com,2007:/beta//1.14</id>

    <published>2007-05-30T02:23:53Z</published>
    <updated>2008-07-23T01:37:34Z</updated>

    <summary><![CDATA[&nbsp;Two more companies that recently announced technology deals with UTEK Corp. have been identified as vehicles for securities fraud, this time in a federal criminal case in New Jersey.&nbsp;The case involves a stock manipulation scheme that began in the 1990s...]]></summary>
    <author>
        <name>Chris Carey</name>
        <uri>http://sharesleuth.com</uri>
    </author>
    
        <category term="Investigations" scheme="http://www.sixapart.com/ns/types#category" />
    
        <category term="UTEK Corp." scheme="http://www.sixapart.com/ns/types#category" />
    
    
    <content type="html" xml:lang="en" xml:base="http://sharesleuth.com/">
        <![CDATA[<p class="MsoNormal" style="margin: 0in 0in 0pt">&nbsp;</p><p class="MsoNormal" style="margin: 0in 0in 0pt">Two more companies that recently announced technology deals with UTEK Corp. have been identified as vehicles for securities fraud, this time in a federal criminal case in New Jersey.</p><p class="MsoNormal" style="margin: 0in 0in 0pt">&nbsp;</p><p class="MsoNormal" style="margin: 0in 0in 0pt">The case involves a stock manipulation scheme that began in the 1990s and cost investors more than $15 million. Eight defendants have pleaded guilty and a ninth was found guilty by a jury.</p><p class="MsoNormal" style="margin: 0in 0in 0pt">&nbsp;</p><p class="MsoNormal" style="margin: 0in 0in 0pt">A plea agreement signed by one of the defendants says that prosecutors would not initiate further charges regarding his admitted participation in securities and wire frauds involving the shares of some 30 additional companies.</p><p class="MsoNormal" style="margin: 0in 0in 0pt">&nbsp;</p><p class="MsoNormal" style="margin: 0in 0in 0pt">The companies include Avalon Oil and Gas Inc., which last month completed its third technology transfer with UTEK, and ChampionLyte Holdings Inc., now called Cargo Connection Logistics Holdings Inc. It did a technology deal with UTEK in December.</p><p>The court filing did not allege any wrongdoing by Avalon (OTCBB: AOGN) or Cargo Connection (OTCBB: CRGO). </p><p>But Sharesleuth.com found the <a href="http://sharesleuth.com/ManfrediIndictment2.pdf" target="_blank">document</a> in the course of its own investigation into Avalon, Cargo Connection and other companies with ties to a common network of executives, directors, consultants and promoters.</p><p>A closer look at that network revealed at least three people who did prison time in connection with previous fraud schemes and three others who either settled civil fraud charges with the Securities and Exchange Commission or were found guilty by a jury. </p><p>The network also included several more people who previously were suspended or barred by the National Association of Securities Dealers for violating brokerage industry rules.</p><p>Companies linked to the network have done numerous deals with Cornell Capital Partners LP, one of the top hedge funds providing PIPE (Private Investment in Public Equity) financing to penny stock companies.</p>]]>
        <![CDATA[<h5>PREVIOUS DISCLOSURES</h5><p>UTEK (AMEX: UTK) is a Tampa company that licenses technology from government and university labs and transfers it to other companies, usually in exchange for shares of the recipients.</p><p>Sharesleuth published an <a href="http://sharesleuth.com/2006/10/utek_corp.html" target="_blank">investigative report</a> on UTEK in October that raised questions about UTEK&rsquo;s business model, the true value of its securities portfolio and some of the companies whose shares are in that portfolio.</p><p>Most of UTEK&rsquo;s partners are companies whose shares trade on the over-the-counter market and Pink Sheets market. They pay UTEK in restricted stock, which is UTEK&rsquo;s chief source of revenue.</p><p>UTEK valued its 2006 deals with Avalon and Cargo Connection at $3.02 million.</p><p>Sharesleuth&rsquo;s original story disclosed that at least seven of the companies that had used UTEK&rsquo;s services had executives or large shareholders who previously were charged with violations by the SEC, the NASD or other bodies.</p><p>The story said that insiders at seven other UTEK partners had been hit with SEC charges after their companies did deals with the company.</p><p>Sharesleuth is not suggesting that UTEK participated in the actual or alleged fraud schemes involving shares of Avalon, Cargo Connection or any of its other partners. We are simply pointing out that UTEK&rsquo;s stock-for-technology business model makes it easy for people with ulterior motives to profit from the publicity surrounding those transfers.</p><p><em><span><span>&nbsp;</span>(Disclosure: Mark Cuban, the majority member of Sharesleuth.com LLC, has a current short position in UTEK of 12,512 shares. He had sold short as many as 90,488 shares, but most of those were bought in over the past few months. He did not intentionally cover his position. Cuban also is short 10,000 shares of Xethanol Corp.,another company that is mentioned in this story.<span>&nbsp; </span>Christopher Carey, editor of Sharesleuth.com, does not invest in individual stocks and has no position in the shares of UTEK or Xethanol.)<br /></span></em></p><h5>THE CORNELL CONNECTION</h5><p>While reporting the UTEK story, Sharesleuth noted that a disproportionate number of its partners also had done deals with Cornell Capital, a New Jersey-based hedge fund operator with more than $700 million under management.</p><p>Four of UTEK&rsquo;s last 20 technology transfers have been with companies backed by Cornell. Two more were with Avalon, and two were with a company that got financing from a British partnership whose U.S. agent then became a Cornell fund manager.</p><p>All told, at least a dozen companies that completed technology transfers with UTEK or hired the company to search for new technology had previously received financing from Cornell or its affiliates. Cargo Connection is part of that group.</p><p>Cornell told Sharesleuth that it has no involvement with UTEK and has never introduced a company to UTEK.</p><p>Cargo Connection belongs to a second group of Cornell-backed companies that share a rotating cast of officers, directors and consultants. Four of the companies listed as fraud vehicles in the New Jersey case&nbsp;fall into that group.</p><p>Cornell said it had no knowledge of the fraud case and had no business relationship with Frank J. Manfredi, the stock promoter whose plea agreement in U.S. District Court in Camden, N.J., contained the list.</p><p>The shares of Cargo Connection and the other companies with a common set of players have never made the kind of upward moves that attract the attention of mainstream investors, or regulators. Most have traded below $1; some for pennies or less.</p><p>But the companies have remained alive long enough for insiders or their associates to unload shares.</p><p>Sharesleuth&rsquo;s investigation uncovered a daisy-chain of dealmaking that has provided millions in hedge fund money to small, struggling companies and has generated millions in stock and cash for consultants, promoters and other financial middlemen</p><p>Sharesleuth will outline those connections in a series of articles over the next few weeks.</p><p>At the center of the deal making is Robert D. Press, who a decade ago was president of a company that ran a boiler-room brokerage called PCM Securities Ltd. He was in his early 30s at the time.</p><p>Federal prosecutors charged in 1999 that PCM and several related brokerages were infiltrated by organized crime and became part of a vast &ldquo;pump and dump&rsquo; scheme that cheated investors out of more than $150 million. </p><p>More than 50 people connected to PCM and three other firms &ndash; Hanover Sterling &amp; Co., Norfolk Securities Corp. and Capital Planning Associates Inc. -- either pleaded guilty or were found guilty of racketeering or fraud charges.</p><p>Press was not among those indicted.</p><p>Press more recently has been a presence at several firms that provided money or consulting services to small public companies, including Cargo Connection and others listed in the New Jersey court documents.</p><p>From November 2004 until late 2006, Press also was co-portfolio manager for one of Cornell&rsquo;s affiliated funds, Montgomery Equity Partners Ltd.</p><p>Yorkville Advisors LLC is the general partner of Cornell Capital, and also was general partner of two other funds, Montgomery Equity Partners and Highgate House Funds Ltd. The latter two funds have been consolidated into Cornell.</p><p>Mark A. Angelo, the managing member of Yorkville Advisors and president of Cornell, was the co-portfolio manager of all three funds.</p><p>Cornell said it no longer has any association with Press, noting that &ldquo;it didn&rsquo;t work out, so we parted ways.&rsquo;&rsquo; However, Press still has an active telephone extension that is reachable through the hedge fund&rsquo;s main switchboard.</p><p>Sharesleuth&rsquo;s investigation shows that Press and the Cornell family of funds participated in at least two financing deals alongside Robert H. Pozner, who was one of the original defendants indicted in the New Jersey fraud case in 2005.</p><p>Pozner, a former stock broker and trader, has signed a <u><a href="http://sharesleuth.com/Poznerplea.pdf" target="_blank">plea agreement</a></u> that calls for a maximum of five years in prison. He previously pleaded guilty to securities fraud and perjury charges in another stock manipulation case and served three months in prison.</p><p>Pozner also settled civil fraud charges with the SEC in the <a href="http://ftp.sec.gov/litigation/admin/34-48907.htm" target="_blank">prior manipulation case</a>. He neither admitted nor denied the allegations but agreed to disgorge profits and accept sanctions. That case was public information at the time Pozner was included in the deals with Knightsbridge and Cornell.</p><p>The hedge fund said it was unaware of Pozner&rsquo;s past.</p><p>Cornell also has provided financing to companies that have direct ties to Press and whose officers, major shareholders or consultants included:</p><ul><li>Rafael D. &ldquo;Ray&rdquo; Bloom, a onetime stockbroker who went to prison after being convicted of securities and wire fraud in 1989. Bloom had a long disciplinary record even before that scheme, involving a company called European Auto Classics. </li><li>Leonard M. Tucker, former chairman and part-owner of F. D. Roberts Securities Inc., a boiler room brokerage that cheated investors out of $67 million. He pleaded guilty to a racketeering charge in 1990 and served 15 months in prison.</li><li>Donna M. Silverman, an oft-disciplined broker and manager for Investors Associates Inc. Investors Associates shut down its brokerage business under regulatory pressure in 1997. Its top executives later pleaded guilty to criminal charges involving the manipulating of share in five companies that the firm took public, and also settled <u><a href="http://www.sec.gov/litigation/admin/34-42106.htm" target="_blank">civil charges</a></u>.</li><li>William A. Calvo III, a disbarred lawyer who was found guilty in 2002 in a <u><a href="http://www.sec.gov/litigation/litreleases/lr17510.htm" target="_blank">civil fraud&nbsp;case</a></u>&nbsp;involving the manipulation of shares in Systems of Excellence Inc.</li></ul><p>Rafael Bloom and Donna Silverman have been partners in Stedman Walker Ltd., a New York company that has received stock under consulting agreements with Cargo Connection and other companies on the list of fraud vehicles.</p><p>Silverman has been president and chief executive of two of those companies, and has been on the board of directors of three. All received financing from Cornell.</p><p>Cornell said it had no idea that Stedman Walker was affiliated with those companies.</p><p>Cornell disclosed to its own investors in 2005 that the SEC was investigating some of its financing transactions. The hedge fund told Sharesleuth that it believes the investigation to be closed, and that none of the deals involved Knighsrbridge clients.</p><p>Press did not respond personally to questions submitted by Sharesleuth. An attorney who spoke on his behalf told Sharesleuth last week that Press was not involved in any illicit activity and objected to the tenor of the questions.</p><p>&ldquo;Mr. Press is not the subject of any type of criminal or civil investigation,&rdquo; said Carl F. Schoeppl, of Schoeppl &amp; Burke in Boca Raton, Fla.</p><p>Any suggestion that Press is involved in questionable activities is &ldquo;is unwarranted and improper,&rsquo;&rsquo; he said.</p><p>Even if Press has been involved in certain transactions with people with criminal pasts, those transactions may have been entirely lawful, Schoeppl noted.</p><h5>LAURUS FUNDS</h5><p>Press previously was a representative of Laurus Funds, another family of hedge funds.</p><p>UTEK and Laurus Master Fund Ltd. announced an alliance in January 2004 designed to help Laurus&rsquo; portfolio companies identify and acquire new technology. As part of the deal, UTEK assigned an employee to work in Laurus&rsquo; New York headquarters.</p><p>Laurus also became an investor in UTEK. It reported owning 284,600 shares in February 2005, or slightly less than 5 percent of those outstanding at the time. That stake made Laurus the company&rsquo;s third largest shareholder.</p><p>Laurus is run by brothers Eugene Grin and David Grin. Eugene Grin once worked as a broker for F.N. Wolf &amp; Co. Regulators closed that firm in 1994, and the NASD ordered its president to pay nearly $7.8 million in restitution to penny stock buyers.</p><p>To date, seven of Laurus&rsquo; portfolio companies have used UTEK to seek out new technology, but only one has completed a licensing deal. An eighth company did a technology transfer with UTEK before getting capital from Laurus.</p><p>Both Cornell and Laurus specialize in providing financing to small, cash-strapped companies, often in the form of convertible notes that can be turned into stock at a discount to the prevailing market price. Cornell and Laurus also typically receive fees for each conversion, plus stock or warrants as an upfront incentive.</p><p>The case file in a suit brought&nbsp;by a Laurus-backed company in 2004 included a letter in which Press identified himself as an agent of the Laurus Master Fund and three other entities -- Keshet Fund, Keshet LP and Nesher LP.</p><p>In the letter, to an executive of Advanced Optics Electronics Inc. (OTCBB: ADOT), Press warned that the company was in default of its loan agreement and suggested that the debt could be eliminated through the issuance of 103.5 million shares of stock.</p><p>Advanced Optics said in its request for an injunction that Press was demanding shares worth $1.8 million to satisfy a debt of no more than $550,000. Advanced Optics added that its auditors had repeatedly been contacted about the debt &ndash; at a time they were trying to certify the company&rsquo;s finances -- in an effort to pressure the company into turning over the stock. Advanced Optics later reached a settlement in the case.</p><p>The suit was filed against Knightsbridge Holdings LLC of Aventura, Fla., and Alyce B. Schreiber, its managing member. In the letter that was introduced as evidence, Press identified himself as president of Knightsbridge.</p><h5>KNIGHTSBRIDGE HOLDINGS</h5><p>Knightsbridge Holdings does business under the name Knightsbridge Capital. It was a large ChampionLyte shareholder, and played a key role in the company&rsquo;s metamorphosis into Cargo Connection.</p><span><span><p>Other SEC filings have listed Press as president or vice president of Advantage Fund I LLC, also based in Aventura. Corporation filings list Schreiber as the managing member.</p><p>Collectively, Knightsbridge and Advantage Fund have provided advice or financing to more than a dozen Cornell partners.</p><p>In addition to Cargo Connection, Press and Schrieber have provided consulting services to at least two other companies that used UTEK&rsquo;s services.</p><p>A second attorney who responded to questions submitted to Press emphasized that Press is no longer an owner or manager of Knightsbridge.</p><p>&ldquo;There has been absolutely no affiliation between Press and Knightsbridge since 2004,&rsquo;&rsquo; said Alan E. Weinstein, who practices in Miami.</p><p>In addition, he said, Press &ldquo;has never heard of UTEK.&rsquo;&rsquo;</p><p>Sharesleuth has no way of determining whether Press has a financial interest in Knightsbridge. The last time his name appeared on a public document in connection with Knightsbridge seems to have been Sept. 28, 2004, a little more than a month before he became a portfolio manager for Montgomery Equity Partners.</p><p>But it is clear to us that Press still has very close ties to Knightsbridge, Advantage Fund and Schreiber.</p><p>Less than a month ago, a company called Trafalgar Advisors Inc. sent its annual filing to the Florida Division of Corporations. The document lists Press as president, at the same address that Knightsbridge and Advantage Fund used in their latest filings.</p><p>What&rsquo;s more, we noted that a Trafalgar filing from October includes a handwritten section with a distinctive lettering style that matches the one in handwritten sections of filings for companies linked only to Schreiber.</p><p>Those documents appear to have been prepared by the same person.</p><p>Schreiber did not respond to Sharesleuth&rsquo;s questions.</p><h5>CARGO CONNECTION AND AVALON</h5><p>Cargo Connection, a transportation and logistics company based in Inwood, N.Y., acquired a license through UTEK for technology to detect nuclear material in sealed containers.</p><p>Cargo Connection paid with 168.5 million shares of common stock. UTEK valued the stock at $1.03 million at the time of the deal. It pegged their worth at $643,300 at the end of the year, reflecting a decline in the company&rsquo;s share price.</p><p>In its latest fiscal year, Cargo Connection reported a loss of $5.87 million, on revenue of $17.9 million. The company&rsquo;s stock now trades for less than half a cent a share.</p><p>Peter Nasca, who handles media relations for Cargo Connection, said he was unaware of the New Jersey fraud case or the defendant whose list of fraud vehicles include the company.</p><p>Avalon, which has headquarters in Minneapolis, did technology transfers with UTEK in July and November of 2006, and in March of this year.</p><p>The first license covered a technique for using ultrasonic waves to remove waste deposits from oil pumping equipment. The second covered a system that uses sensors installed with oil well casings to better monitor reservoir conditions. The third covered technology for determining the presence and location of leaks in underground pipes.</p><p>Although Avalon bills itself as an oil and gas producer, its latest quarterly filing with the SEC listed less than $27,000 in revenue for the nine months that ended Dec. 31. Based on average crude prices for the period, that translates to less than 500 barrels of output.</p><p>Kent Rodriguez, Avalon&rsquo;s president, did not respond to Sharesleuth&rsquo;s questions.</p><span><span><p>Avalon posted a $2 million loss for the nine months. Its operating expenses for the period included $1.42 million in stock-based compensation. The company&rsquo;s most recent annual filing with the SEC, last July, reported that it had just one employee. Its <a href="http://www.avalonoilinc.com/" target="_blank">Web site</a>&nbsp;currently lists two.</p><p>UTEK received a total of 35.1 million Avalon shares in the two deals last year. It recorded the original value of that stock at $1.99 million, but had lowered the figure to $864,200 by Dec. 31.</p><p>UTEK also transferred $525,000 in cash with the technology, $472,150 of which stayed with Avalon.</p><p>UTEK received an additional 34.9 million shares in the latest deal. UTEK pegged its revenue from that transfer at $697,500, based on a discounted stock price of 2 cents a share. </p><p>Avalon completed a 1-for-20 reverse stock split on May 15. UTEK now holds 3.5 million shares of the company&rsquo;s common stock, or roughly 21 percent of those outstanding.</p><p>Avalon&rsquo;s shares closed Tuesday at 45 cents a share.</p><h5>COMMON PLAYERS</h5><p>Cargo Connection&rsquo;s predecessor, ChampionLyte, did a financing deal with Cornell in August 2004, when it was trying in vain to popularize a sugar-free sports drink.</p><p>The hedge fund agreed to provide ChampionLyte with as much as $15 million through a mechanism that would allow it to buy shares from the company at a discount to the market price and resell them on the public market.</p><p>Cornell also bought $400,000 in convertible debt held by Advantage Fund I , the investment fund connected to Press. Advantage Fund used part of the proceeds to provide additional financing to ChampionLyte.</p><p>At the time, ChampionLyte was controlled by an investor group that included Press. It also had a consulting agreement with Knightsbridge.</p><p>ChampionLyte never tapped the Cornell financing, and wound up abandoning the sports drink business.</p><p>Instead, it merged with Cargo Connection in May 2005, in a deal that Knightsbridge helped arrange. On the day the agreement was signed, the combined company issued a $1 million convertible note to one of Cornell&rsquo;s affiliates, Highgate House Funds Ltd.</p><p>The debt was later replaced with a $1.75 million note issued to another Cornell entity, Montgomery Equity Partners. Press was one of two portfolio managers for that fund. The other was Angelo, Cornell&rsquo;s co-founder and president.</p><p>Avalon has not done a financing deal with Cornell. But some of the people involved with Championlyte and Cargo Connection also have ties to Avalon.</p><span><span><p>SEC filings show that Thad Kaplan was on the board of directors of both Championlyte and Avalon. He also was an executive at a third company listed in the New Jersey court documents as a fraud vehicle -- Universal Property Development and Acquisition Corp. (OTCBB: UPDA), of Juno Beach, Fla.</p><p>Florida corporation records show that one of Kaplan&rsquo;s relatives, Benjamin Kaplan, is president of Triple Crown Consulting Inc of North Miami Beach, Fla.</p><p>Championlyte&rsquo;s SEC filings in 2003 noted that some officers of Triple Crown also were members of Knightsbridge, but that the two shared no common management. </p><p>Florida corporation filings offer no clues about the overlap, listing only one officer or manager for each &ndash; Kaplan as president for Triple Crown and Schreiber as managing member of Knightsbridge.</p><p>Sharesleuth&rsquo;s research shows that Triple Crown held shares in seven companies on the list of fraud vehicles in the New Jersey case.</p><p>Triple Crown provided financing to Championlyte. And according to SEC filings, it is a part owner with Avalon and Universal Property in two oil and gas ventures in Texas. It also provides consulting services to Universal Property.</p><p>Triple Crown and Knightsbridge both were investors in Advantage Fund. </p><p>Knightsbridge is listed as managing member of Advantage Fund in its latest Florida corporation filing.</p><p>Advantage Fund also was a member of a second entity, Advantage Fund I Colorado LLC. A Florida corporation filing from 2002 listed the other members as Jeffrey O. <span>&nbsp;</span>Friedland and Friedland Capital Inc. The Colorado offshoot was dissolved in 2004.</p><p>Friedland heads Friedland Global Capital Markets LLC, which is based in Denver and offers publicity, promotional services and networking, primarily to microcap companies.</p><p>Two decades ago, Friedland, Silverman and Bloom worked together at a stock promotion firm called Corporate Financial Marketing. One company filing lists Friedland as<span>&nbsp; </span>president and Silverman as secretary.</p><p>Manfredi, the stock promoter who has pleaded guilty to fraud in the New Jersey case, provided services to Triple Crown. SEC filings show that Triple Crown gave him shares of Tech Laboratories Inc. (OTCBB:TLBT) for performing certain unspecified tasks.</p><p>Tech Laboratories was another of the companies listed as fraud vehicles.</p><p>SEC filings show that Tech Laboratories had an investor relations contract with Triple Crown, a consulting agreement with Knightsbridge and multiple financing agreements with Cornell.</p><p>Tech Laboratories issued more than 6 million shares to Triple Crown or its designees in 2003 and 2004. Robert Pozner&rsquo;s wife, Leslie Pozner, was among the recipients.</p><p>Others who got Tech Laboratories shares from Triple Crown included Stedman Walker; Alexly Resources LLC, an entity set up for the benefit of two of Press&rsquo; daughters; and Edward Meyer Jr., a stock promoter who settled SEC fraud charges in 2002 <span>&nbsp;</span>in connection with an unrelated &ldquo;pump-and-dump&rsquo;&rsquo; scheme.</p><p>Knightsbridge, Triple Crown, Pozner, Manfredi, Stedman Walker, Triple Crown and Meyer also show up in the SEC filings for Americana Publishing Inc. (OTCBB: ADBN).</p><p>That stock may also be on the list of fraud vehicles in the New Jersey case, under a slightly different name. The list compiled by Manfredi and prosecutors includes an entity called American Book Publishing, which matches no publicly traded company.</p><p>Considering the author and the other companies on the list, we believe that American Book Publishing is supposed to be Americana Publishing, the prior name of Americana Distribution. SEC filings show that Manfredi received stock in that company.</p><h5>THE NEW JERSEY CASE</h5><p>Robert Pozner&rsquo;s career in the brokerage business includes stints as a trader at Investors Associates and Glenn Michael Financial Inc.</p><p>He and the other defendants in the New Jersey case are alleged to have participated in a scheme in which they secretly gained control of nearly 100 million free-trading shares of a Florida company called TeleServices Internet Group Inc., inflated the price of the shares through prearranged trading, then dumped them on unsuspecting investors.</p><p>The indictments say the scheme ran from mid-1997 to late 2000.</p><p>Pozner previously settled civil fraud charges brought by the SEC in connection with the manipulation of shares in another company, Freedom Surf Inc., in 2000. He also pleaded guilty to criminal fraud and perjury charges in that case.</p><p>Pozner has longstanding ties to Press and Schreiber. He also worked at Investors Associates with Silverman, who was described in at least one SEC filing as a Knightsbridge consultant.</p><p>Knightsbridge had consulting agreements with six companies that were listed as fraud vehicles in the New Jersey case.</p><p>Four of the six later did financing deals with Cornell. Pozner or his wife were shareholders in all four of those companies. SEC filings for one of the companies show that Pozner received his stock through an assignment by Knightsbridge.</p><p>Knightsbridge also held shares in a seventh company on the list of fraud vehicles in the New Jersey case, Pick Ups Plus (Pink Sheets: PUPS). According to SEC filings, it received that stock as collateral for a loan that went into default.</p><p>Sharesleuth turned up at least 14 financing deals involving Knightsbridge, Cornell Capital and other entities headed by Press or his associates. The deals appear to have started with Tech Laboratories in the spring of 2004.</p><h5>FINANTRA INC.</h5><p>Press never has been charged with a violation by either the SEC or NASD. However, he and PCM Securities have been on the losing end of significant arbitration awards, and he also was ordered to pay $1 million to an investor in a civil fraud case.</p><p>While still at PCM Securities and its parent, Performance Capital Management Inc., Press established a business that would ultimately become Finantra Capital Inc. Schreiber later became a vice president of Finantra, a publicly traded company that provided commercial and consumer financing.</p><p>Schreiber previously worked in the business development department at Sky Scientific Inc., a Florida company that was the subject of a wide-ranging SEC case that included fraud charges against executives, accountants, stock brokers and stock promoters.</p><p>The SEC alleged that Sky Scientific &ndash; a purported mining company &ndash; issued false statements about its operations, precious-metal reserves and assets. </p><p>Schreiber was not among those charged. More than a dozen other defendants, including Sky Scientific&rsquo;s chief executive, Walter A. Dorow Jr., and stock promoter Melvin L. Levine, were ordered to disgorge more than $14 million generated by the sale of Sky Scientific stock. Dorow and Levine later went to prison for other securities frauds.</p><p>Finantra made a flurry of acquisitions before running out of cash and shutting down abruptly in 2001. Its stock was delisted after it failed to remain current on its SEC filings.</p><p>One big shareholder won a $1 million jury verdict against Press and Finantra, after presenting evidence that Press, Schrieber and others were manipulating the price of Finantra&rsquo;s stock at the same time they were soliciting him to buy a 9 percent stake in the company.</p><p>A former SEC examiner investigator testified on behalf of the shareholder -- Montreal industrialist Herbert Black -- that trading patterns showed clear evidence of market manipulation. He also testified that Pozner, then head trader at Glenn Michael, played a key role in that trading. The alleged manipulation occurred in 1999 and 2000.</p><p>Pozner himself was a Finantra shareholder. He received stock through Finantra&rsquo;s acquisition of a south Florida mortgage company in 1998. The sale agreement in an SEC filing lists Pozner as a part owner of the company, Ameritrust Holdings Inc. The document lists former boiler-room boss Leonard Tucker as another of the owners, along with members of his family.</p><p>SEC filings show that a third large Finantra shareholder was a Florida company called Oceancrest Merchant Group Inc. Its president was Elliot A. Loewenstern, one of the founders of Biltmore Securities Inc. The NASD expelled Biltmore in 1999 and permanently barred Loewenstern and firm&rsquo;s other principal, Richard B. Bronson.</p><p>The firm and the men settled charges that they had engaged in fraudulent conduct in the underwriting, distribution and trading of stock in five companies. Biltmore agreed to repay more than $6 million to customers. The firm and Loewenstern and Bronson also agreed to pay $1 million in fines.</p><p>Before launching Biltmore, Loewenstern was a top broker at Stratton Oakmont Inc, a notorious boiler room that was shut down by regulators in 1997. Its top executives were convicted on fraud charges and sent to prison.</p><p>An SEC filing in 2000 also lists Stedman Walker as a holder of Finantra warrants.</p><p>Finantra employed two stock promoters to help generate interest in its shares. According to testimony in one of the lawsuits against the company, they were Lee S. Rosen and Bonnie Nelson.</p><p>Rosen&rsquo;s name might be familiar to Sharesleuth readers because he appeared in our <u><a href="http://sharesleuth.com/2006/08/moonshine_blindness.html" target="_blank">first investigative report</a></u>, on Xethanol Corp (AMEX: XNL). Rosen was a Xethanol shareholder a<u>fi</u>nd also was co-founder of DDS Technologies USA Inc. (OTCBB: DDSU), which did a joint venture with Xethanol.</p><p>Rosen also is chairman of the board of H2 Diesel Holdings Inc. (OTCBB:HTWO), which has a license to produce what it describes as a new class of biofuel. Xethanol holds a 34.2 percent stake in the company.</p><p>Bonnie Nelson was known as Bonnie Nelson Kantrowitz when she worked as a broker for Vanderbilt Securities in the early 1990s. The NASD charged her in 1992 with selling securities at excessive markups. She settled without admitting or denying guilt, and was suspended for 30 days and fined $34,000.</p><p>Another of the Vanderbilt employees charged in that case was Jerome E. Rosen. He would later be named as a defendant with Calvo in the SEC&rsquo;s case against Systems of Excellence.</p><p>Jerome Rosen was a trader for J. Alexander Securities Inc. then. That brokerage was cited in the Finantra shareholder suit as one of the participants in the manipulation of Finantra&rsquo;s stock. Rosen was barred from the securities industry after the jury in the Systems of Excellence case found that he manipulated that company&rsquo;s stock.</p><span><span><h5>KNIGHTSBRIDGE&rsquo;S BEGINNINGS</h5><p>Following the collapse of Finantra, Schreiber set up Knightsbridge. Although she is the only member listed in Florida corporation records, multiple SEC filings have identified Press as the firm&rsquo;s president. The last such filing was in 2004. </p><p>Schrieber signed a consulting contract in the summer of 2001 with Save On Energy Inc., a Tampa company that later hired UTEK to search for new technology. Her task was to help identify and structure acquisitions.</p><p>The company also hired Press&rsquo; mother, who was 71 at the time, as a marketing consultant, to help raise its profile in the investment community. Each received 250,000 shares. The registration statement that the company filed in connection with the consulting agreements valued the shares at 75 cents each.</p><p>A third contract went to Aspen Capital Partners LLC of Tampa. Finantra had hired that fimr as a consultant in April 2001, just before its demise.</p><p>Anil Ganatra, who was Schreiber&rsquo;s partner in a different venture, became Save On Energy&rsquo;s chief financial officer and chief operating officer for part of 2002.</p><p>The company later changed its name to Hybrid Fuel Systems Inc. It formed a strategic alliance with UTEK in 2005 and adopted yet another new identity last year. It now is called U.S. Energy Initiatives Corp. (OTCBB: USEI).</p><p>Perhaps coincidentally, the same company had previously hired Jeffrey S. Langberg as a consultant. He played a key role in the creation and development of Xethanol, an ethanol producer that did five technology deals with UTEK.</p><p>Another Florida company, Magic Media Networks Inc., signed a financing deal with Knightsbridge in 2002. That company&rsquo;s president and chief executive, Gordon S. Venters, is a former F.D. Roberts broker whose registration was revoked by the NASD in the summer of 1993 for failure to pay fines and costs assessed in a disciplinary case.</p><p>Magic Media canceled the deal with Knightsbridge when it found money elsewhere.</p><p>Magic Media hired UTEK to seek out new technology in 2003 but never did a licensing deal. The company recently changed its name to Destination Television Inc. (OTCBB: DSTV).</p><p>Press and Schreiber also had business relationships with individuals who now serve as officers or directors of UTEK partner companies.</p><p>Knightsbridge signed a consulting agreement in July 2004 with Colmena Corp., a Boca Raton-based company in search of fresh capital and a new line of business. The following month, Colmena agreed to merge with NetWorth Systems Inc. of Fort Lauderdale.</p><p>L. Joshua Eikov took over as president of the combined company, renamed NetWorth Technologies Inc.</p><p>NetWorth did a financing deal with Cornell in October 2004. Under the terms of its consulting agreement, the amount of money raised entitled Knightsbridge Capital to receive 4.99 percent of NetWorth&rsquo;s outstanding shares.</p><p>NetWorth Technologies merged in 2005 with another Cornell partner, Solutions Technology International Inc. (OTCBB: STNL).</p><p>Eikov left Networth around the time of that deal and is now chief executive of Mobile Ready Entertainment Corp (Pink Sheets: MRDY). That company hired UTEK in September to scout for technology.</p><h5>OVERLAPS</h5><p>Sharesleuth found numerous other examples where individuals or partnerships with ties to Press and his associates appear in the SEC filings of companies linked to UTEK, the Cornell funds or the Laurus funds.</p><p>Those connections may well be coincidences. But we think some are worth noting.</p><p>Sharesleuth&rsquo;s research showed that a company called First Mirage Inc. provided financing or financial consulting to at least three UTEK partners &ndash; Swiss Medica Inc. (OTCBB: SWMEE), Quest Minerals and Mining Ltd. (OTCBB: QMMG) and Health Sciences Group Inc. (Pink Sheets: HESG).</p><p>Some SEC filings have listed Alexander Cherepakhov as a principal in First Mirage. He is Donna Silverman&rsquo;s ex-husband and worked with her at Investors Associates. Like her, he was suspended and fined by the NASD for violations at that firm.</p><p>Cherepakhov also was a shareholder in Americana Publishing. SEC filings show he was involved with that company well before Knightsbridge became one of its consultants.</p><p>Other SEC filings list one of Cherepakhov&rsquo;s partners in First Mirage as Frank E. Hart.</p><p>Hart was ordered by a federal court in 1994 to forfeit more than $600,000 in profits that he and another of his companies, Generation Capital Associates, reaped by selling stock obtained illegally when savings and loans were converting from mutual ownership to stock ownership. The case was brought by the SEC and the Office of Thrift Supervision. Hart consented to the charges without admitting or denying guilt.</p><p>SEC filings list Cherepakhov, Hart, or entities connected to them as shareholders in at least six of Cornell&rsquo;s portfolio companies.</p><p>A 2004 filing for one of those companies, Wherify Wireless Inc. (OTCBB: WFYW), showed that First Mirage owned 1 million shares, or roughly 4.5 percent of then-outstanding stock. The filing said Cherepakhov had control over the shares. ((percentage changed per fact checker).</p><p>The same SEC filings showed that John J. Micek III, a UTEK director, and Silicon Prairie Partners LP, the venture group he heads, had roughly 1.1 million shares. Micek&rsquo;s brother, Gregory Micek, was a Wherify director, and other members of the Micek family also were shareholders.</p><p>Wherify announced a deal last March for $45 million in debt and equity financing from Cornell.</p><p>Another SEC filing from January 2006 listed Cherepakhov as one of the people who controlled Professional Traders Fund LLC.</p><p>That fund was an investor in Xethanol, which did five technology transfers with UTEK. It also was an investor in Universal Detection Technology Inc. (OTCBB: UDTT), which hired UTEK last summer to seek out new technology.</p><p>The deal with Universal Detection was announced in July and canceled in September.</p><p>An SEC filing in April by Carbiz Inc. (OTCBB: CBZFF) lists Knightsbridge and an entity called Crescent Fund LLC among the company&rsquo;s largest shareholders.</p><p>Crescent Fund also owned a stake in WebSky Inc (Pink Sheets: WKYN), which did a technology transfer with UTEK in February 2006. Crescent Fund is headed by Jeffrey S. Stone, a recidivist securities law violator who was hit with new fraud charges in August.</p><p>The SEC alleged that Stone and his wife, Janette Diller Stone, acquired more than 288 million shares of WebSky&rsquo;s stock under false pretenses, then hired promoters to hype the stock through false spam emails.</p><p>WebSky&rsquo;s share price tripled, and the Stones reaped more than $1 million by selling their shares into the market they helped stimulate. WebSky&rsquo;s chief executive also was charged by the SEC. He settled without admitting or denying guilt.</p><p>Tradequest International Inc. (OTCBB: TRDQ), another company that hired UTEK to search for technology, also has a connection to Press and his associates in south Florida.</p><p>The Miami-based company hired SOS Resource Services as a consultant in April 2006. It issued 3 million shares, which it valued at $600,000, to that firm&rsquo;s president, Salvatore Russo, to provide for advice on Latin American markets and other matters.</p><p>SOS Resource Services was a consultant to Championlyte, Americana Publishing and PowerChannel Inc. (Pink Sheets: PWRC), another Knightsbridge client that was included on the list of fraud vehicles in the New Jersey stock manipulation case.</p><p>Although SOS Resource Services uses a postal box in Port Washington, N.Y. as its address, Russo lives in Miami.</p><span><span><p>Powerchannel&rsquo;s chief executive sued Knightsbridge, Press, Schreiber, Advantage Fund, Triple Crown, Benjamin Kaplan and other parties in 2004, alleging fraud, breach of contract and the improper issuance of stock.</p><p>Florida corporation records show that Russo was a partner with Powerchannel&rsquo;s CEO, Steven Lampert, in another business, Men&rsquo;s Evolution. The Federal Communications Commission in 2000 ordered another of Lampert&rsquo;s public companies, Long Distance Direct Inc., to pay $2 million for submitting unauthorized change orders in phone users&rsquo; accounts (a practice known as &ldquo;slamming&rdquo;, and submitting unauthorized charges (&ldquo;cramming&rdquo;), purportedly for calls to a psychic hotline.</p><p>Lampert filed for bankruptcy, and documents in that case say he transferred most of his Powerchannel stock to Russo as consideration for a loan he was unable to repay.</p><p>Russo also is a partner in a business with Barry C. Honig, who advised Powerchannel in the Knightsbridge deal.<span>&nbsp; </span>Honig is another former broker who now works as a consultant to small public companies. SEC filings show that Honig is a shareholder in NeoStem Inc. (OTCBB: NEOI), which hired UTEK in January to look for technology.</p><p>Peter M. Peterson, the founder of Aspen Capital Partners, is a NeoStem director.</p><p>Triple Crown Consulting also appears as a minor shareholder in the filings of Sense Holdings Inc. (OTCBB: SEHO), which did a technology transfer deal with UTEK in 2001.</p><p>Sharesleuth noted that HydroFlo Inc. (Pink Sheets: HYRF), one of UTEK&rsquo;s technology transfer partners, contracted with EYI Industries Inc. (OTCBB: EYII), a Cornell-backed company, to distribute its water purifying and filtration products.</p><p>The SEC brought fraud charges last July against HydroFlo and its chief executive, Dennis L. Mast. Regulators said the company and Mast defrauded investors by &ldquo;making false and materially misleading statement&rsquo;s about HydroFlo&rsquo;s water treatment business, contracts and prospects in a series of press releases in 2005.&rsquo;&rsquo;</p><p>Some of those releases concerned orders supposedly secured by EYI . HydroFlo and Mast settled the charges without admitting or denying guilt. Both agreed to injunctions against future violations of securities laws, and Mast was barred from serving as an officer or director of any public company.</p><p>Sharesleuth&rsquo;s research into companies connected to UTEK, Knightsbridge and Cornell turned up several mentions of Phillip E. Pearce, a former senior vice president of E.F. Hutton &amp; Co. and former chairman of the NASD&rsquo;s board of governors.</p><p>Pearce is a director of 5G Wireless Communications (OTCBB: FGWI), a Cornell-backed company that hired UTEK in January 2006 to look for suitable technology. He also is a director of H2 Diesel, the company in which UTEK partner Xethanol has a large stake.</p><p>In addition, Pearce is a director of Bravo Brands Inc. (OTCBB: BRVO), a company that hired Knightsbridge as a consultant and also received financing from Keshet, Nesher and other entitities that frequently invest alongside Laurus.</p><p>Jerome Mahoney also popped up frequently in our searches. Mahoney is non-executive chairman of the board of MM2 Group Inc. (OTCBB: MMGP), a Cornell-backed company that hired UTEK last July to scout for technology.</p><p>Mahoney also is chairman and chief executive of iVoice Inc. (OTCBB: IVOI), another Cornell partner, and is non-executive chairman of three other companies that have been financed by the hedge fund.</p><p>The Newark Star-Ledger reported in 2005 that Mahoney had collected roughly $4.6 million in the previous two-and-a-half years by selling more than 2.5 billion shares of his iVoice stock. At the time, the company was losing money and its stock was sinking below a penny a share.</p><p>At least two companies that used UTEK&rsquo;s services got money from both Cornell and Laurus.</p><p>Veridium Corp. did a $2.5 million revolving debt agreement with Laurus in April 2004. Three months later, it hired UTEK to find technology that would aid its industrial-recycling business. No deal materialized.</p><p>Veridium got additional capital from Cornell in April 2006, in the form of a $4.4 million convertible note. A few days later, Cornell bought out Laurus&rsquo; debt position. Veridium changed it name last July to GS Cleantech (OTCBB: GSCT) and is now pursing alliances with ethanol producers.</p><p>NetFabric Holdings Inc. (OTCBB: NFBH) did two financing agreements with Cornell in July 2005, one stock-based and one debt-based. Seven months later, the company entered into a $3 million deal with Laurus. NetFabric used $1.9 million of the money to retire its debt to Cornell.</p><p>Cornell said that it had no relationship with Laurus beyond those occasional transactions.</p><p>At least three other companies that licensed technology through UTEK got financing through Langley Park Investments PLC, a British company whose U.S. agent then became a portfolio manager for one of Cornell&rsquo;s hedge funds.</p><p>Langley Park, whose shares are publicly traded on the London Stock Exchange, did stock swaps in 2004 with Nutracea Corp. (OTCBB: NTRZ), Advanced Refractive Technologies Inc. (Pink Sheets: ARFR) and Material Technologies Inc. (OTCBB: MTTG).</p><p>The transactions were designed to give Langley Park a portfolio of securities, and to give its partners shares that they could sell to meet their cash needs once Langley Park went public.</p><p>Nutracea wound up suing Langley Park, claiming that it was fraudulently induced to enter into the swap by promises that Langley Park was seeking deals only with solid, solvent companies.</p><p>Instead, most of Langley Park&rsquo;s partners have been penny stock companies, and its shares have plummeted since it went public.</p><p>Nutracea gave 7 million shares of its shares to Langley Park in exchange for 1.27 million Langley Park shares. The Nutracea shares would have a current market value of nearly $24 million. Nutracea has been valuing its Langley Park shares at less than $300,000. </p><p>A federal judge ruled in favor of Langley Park. That fund said last week that it had realized nearly $14 million by selling Nutracea shares.</p><p>SEC filings show that the U.S. attorney and escrow agent for Langley Park was Gottbetter &amp; Partners LP, a New York firm headed by Adam S. Gottbetter. </p><p>In November 2004, Yorkville, Cornell&rsquo;s manager, hired Gottbetter to run a new hedge fund, Highgate House Funds Ltd. It said in announcing the expansion that the fund would have $150 million under management.</p><p>Highgate House went on to providing financing to UTEK clients <span>&nbsp;</span>Cargo Connection, Swiss Medica, Inseq Corp. (now GS Energy Corp., OTCBB: GSEG) and Aerotelesis Inc. (OTCBB: AOTL).</p><p>Yorkville and Gottbetter later had a falling out over one of Highgate House&rsquo;s rare successes, Charys Corp. (OTCBB: CHYS), whose shares went from a little over $1 a share in February 2006 to more than $10 a share by June. </p><p>Yorkville sued Gottbetter, alleging that he and his partners had taken too big a cut of the Charys shares and warrants the parties received in the financing deal.</p><p>Gottbetter last year set up his own hedge fund, Gottbetter Capital Management LP.</p><p>When Highgate and Montgomery Equity Partners were combined with Cornell, Press&rsquo;s position as portfolio manager was eliminated. According to an affidavit filed in December in the suit Yorkville bought against Gotbetter, Press remained a consultant to the funds.</p><p><em><span><a href="http://www.saarresearch.com/" target="_blank">SaarResearch.com</a> provided fact-checking services for this story.<br /></span></em></p><p><em><span>Kathleen McLaughlin and Ilya Svintsitski contributed research.</span></em></p><p>&nbsp;</p><p>&nbsp;</p></span></span></span></span></span></span></span></span></span></span>]]>
    </content>
</entry>

<entry>
    <title>UTEK Update</title>
    <link rel="alternate" type="text/html" href="http://sharesleuth.com/07/02/13/utek-update/" />
    <id>tag:sharesleuth.com,2007:/beta//1.13</id>

    <published>2007-02-26T03:31:13Z</published>
    <updated>2008-07-23T01:38:19Z</updated>

    <summary><![CDATA[The top company in UTEK Corp.&rsquo;s securities portfolio has encountered a series of setbacks in its attempt&nbsp;to commercialize a powder-coating technology for kitchen cabinets, bathroom vanities and other wood products.Trio Industries Group Inc. (Pink Sheets: TRIG) has been evicted from...]]></summary>
    <author>
        <name>Chris Carey</name>
        <uri>http://sharesleuth.com</uri>
    </author>
    
        <category term="Investigations" scheme="http://www.sixapart.com/ns/types#category" />
    
        <category term="UTEK Corp." scheme="http://www.sixapart.com/ns/types#category" />
    
    
    <content type="html" xml:lang="en" xml:base="http://sharesleuth.com/">
        <![CDATA[<p class="MsoNormal" style="margin: 0in 0in 0pt">The top company in UTEK Corp.&rsquo;s securities portfolio has encountered a series of setbacks in its attempt&nbsp;to commercialize a powder-coating technology for kitchen cabinets, bathroom vanities and other wood products.</p><p>Trio Industries Group Inc. (Pink Sheets: TRIG) has been evicted from its offices in Dallas. Its phone and fax numbers have been disconnected and it no longer has control of the 650,000-square-foot building that it hoped to convert to a wood products plant.</p><p>UTEK (AMEX: UTK) is a Florida-based company that licenses technology from government and university labs and transfers it to other companies, usually in exchange for stock in the recipients. </p><p>UTEK has done five such deals with Trio and has received 7.79 million shares of Trio stock. UTEK valued that stake at $11.6 million on Sept. 30, making the shares the biggest single holding in a stock portfolio it valued at $55.7 million.</p><p>Sharesleuth.com published an <a href="http://sharesleuth.com/2006/10/utek_corp.html" target="_blank">investigative report on UTEK</a> in October that raised questions about UTEK&rsquo;s business model, the true worth of its securities portfolio, and some of the companies whose shares make up that portfolio.</p>]]>
        <![CDATA[<p>As UTEK prepares to announce its 2006 earnings, one of the biggest wild cards will be the value it assigned to its Trio shares on Dec. 30. <span>&nbsp;</span>The eviction notice was posted at Trio&rsquo;s headquarters in mid-November, and the company was gone by the end of the year.</p><p>In addition, officials in Greenville, Miss., say the previous owner of the building that Trio bought last year has taken back the property and is again offering it for sale.</p><p>&ldquo;We have been contacted, and informed that we can show the property,&rsquo;&rsquo; said Tommy Hart, director of economic development for Washington County, Miss., where Greenville is located.</p><p>The building, a former carpet plant, is listed as an <a href="http://www.ifwc.net/pdfs/us_ax_flyer.pdf" target="_blank">available property</a> on the county's industrial development Website.</p><p>Trio did not publicly announce any of the&nbsp;recent developments.&nbsp;</p><p>Trio said last February that it bought the building for $1.85 million and would spend $3.5 million to convert it to a coating center. Trio had been hoping to finance the project through a government-sponsored bond issue, but no money materialized.</p><p>Trio also has dropped its suit in federal court against a New York financier who was seeking to claim 30 million of the company&rsquo;s shares as collateral for a $100,000 loan that he claimed had gone unpaid.</p><p>Trio said it filed for a dismissal without prejudice after conferring with the lawyer for the defendants in the case.</p><p>Trio&rsquo;s attorney&rsquo;s had filed a motion in December to withdraw from the case, saying their legal bills had gone unpaid and that the company had no way to pay them in the future.</p><p>Trio&rsquo;s financier, Beryl Zyskind, was convicted on federal fraud and theft charges in 1996. He was found to have diverted millions of dollars from a New York nursing home he ran, and to have stolen $120,000 in Veterans&rsquo; Administration benefits from a resident. He was sentenced to 30 months in prison.</p><p>Trio&rsquo;s stock, which trades infrequently and in low volumes, fell by more than 50 percent in the last three months of 2006. It has continued to decline, with the most recent transaction at $1.40 a share.</p><p><strong>ADDITIONAL PARTNERS</strong></p><span><span><p>Sharesleuth also has noted that UTEK&rsquo;s stock portfolio on Sept. 30 included shares of three companies that were never announced as strategic alliance partners or technology transfer partners.</p><p>One of those companies was Pride Business Development Holdings (OTCBB: PDVG), a California company that makes bulletproof vests and other protective clothing. Pride is headed by Michael Markow, who is currently a defendant in a <a href="http://www.sec.gov/litigation/complaints/comp18088.htm" target="_blank">civil fraud case</a> brought by the Securities and Exchange Commission. </p><p>The SEC said in its civil suit that Markow participated in a scheme to manipulate the shares of another penny-stock company, BluePoint Linux Software Corp. Markow has denied the charges.</p><p>The SEC alleged that Markow transferred shares of BluePoint into the names of other people to conceal his ownership, recruited brokers to act as market makers for the stock, helped coordinate planned purchases and sales of the stock, and arranged for other individuals to tout the stock on Internet message board. The SEC said Markow collected $1.23 million in profits on Bluepoint shares he sold as part of the scheme.</p><span><span><p>The SEC said in its complaint that Markow, a former stock broker, had previously been disciplined by Alabama securities regulators in 2000 and California securities regulators in 1998. Both cases involved charges of operating as an unlicensed broker-dealer.</p><p>UTEK&rsquo;s 10-Q for the third quarter listed 160,000 Pride shares, with a value of $78,400.</p><p>UTEK&rsquo;s portfolio included 269,230 shares of Protocall Technologies Inc., a New York company that is marketing a system that allows retailers to burn brand-name CDs and DVDs in stores and distribution centers.</p><p>Protocall&rsquo;s early investors included at least 16 individuals or entities whose names also appeared in SEC filings for Xethanol Corp., an ethanol company that was the subject of an <a href="http://sharesleuth.com/2006/08/moonshine_blindness.html" target="_blank">earlier Sharesleuth investigation</a>.</p><p>The list of Protocall investors included Lawrence S. Bellone, Xethanol&rsquo;s executive vice president for corporate development; Richard L. Ritchie, a former Xethanol director; Jed Schutz., a member of Xethanol&rsquo;s advisory board, and Kelly Langberg, the wife of Jeffrey S. Langberg, a former Xethanol director and consultant.</p><p>UTEK&rsquo;s portfolio on Sept. 30 included 2.25 million shares of a third company, Magnitude Information Systems Inc., of Chester, N.J. UTEK valued its stake in the company at $67,625.</p><p>Magnitude Information announced last week that it would acquire Kiwibox Media Inc., operator of a social networking site aimed at teens.</p><p><em><span>(Disclosure: Mark Cuban, the majority member of Sharesleuth.com LLC, sold short 10,000 shares of Xethanol&rsquo;s stock at a time when the price was around $12.65 a share. Cuban also has sold short 99,000 shares of UTEK&rsquo;s stock. Christopher Carey, editor of Sharesleuth.com, does not invest in individual stocks and has no position in the shares of Xethanol or UTEK.)</span></em> </p><p>&nbsp;</p></span></span></span></span>]]>
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</entry>

<entry>
    <title>Xethanol, again</title>
    <link rel="alternate" type="text/html" href="http://sharesleuth.com/06/12/12/xethanol-again/" />
    <id>tag:sharesleuth.com,2006:/beta//1.12</id>

    <published>2006-12-14T13:09:36Z</published>
    <updated>2008-07-23T01:38:47Z</updated>

    <summary><![CDATA[We&rsquo;d hate for anyone to think that we&rsquo;re fixated on one company, but when we heard about Xethanol Corp.&rsquo;s latest plan to make ethanol from citrus peels, we had to take a closer look.Here&rsquo;s what we found: Xethanol&rsquo;s new partner,...]]></summary>
    <author>
        <name>Chris Carey</name>
        <uri>http://sharesleuth.com</uri>
    </author>
    
        <category term="Investigations" scheme="http://www.sixapart.com/ns/types#category" />
    
        <category term="Xethanol Corp." scheme="http://www.sixapart.com/ns/types#category" />
    
    
    <content type="html" xml:lang="en" xml:base="http://sharesleuth.com/">
        <![CDATA[<p class="MsoNormal" style="margin: 0in 0in 0pt">We&rsquo;d hate for anyone to think that we&rsquo;re fixated on one company, but when we heard about Xethanol Corp.&rsquo;s latest plan to make ethanol from citrus peels, we had to take a closer look.</p><p>Here&rsquo;s what we found: Xethanol&rsquo;s new partner, Renewable Spirits LLC of Boca Raton, Fla., was founded and financed by Raymond Scott Stevenson, former vice president of taxation at Tyco International Ltd. Two weeks ago, Stevenson was sentenced to three years in prison after admitting that he deliberately failed to report $170 million of income on Tyco&rsquo;s 1999 tax return. Letters submitted to the judge on Stevenson&rsquo;s behalf included one from a U.S. Department of Agriculture scientist who worked with Renewable Spirits on the citrus-to-ethanol technology, attesting to its potential benefits to society. As part of his plea agreement, Stevenson will make a different sort of contribution to society, by paying a $250,000 fine and cooperating in any further Tyco investigations.</p><p>Renewable Spirits filed a new annual report with the Florida Division of Corporations this week, listing Stevenson&rsquo;s wife, Gwenn, as manager. The company also added a new president, Doug Westfall.</p>]]>
        
    </content>
</entry>

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