Shares of China Integrated Energy plunge after research report

Shares of China Integrated Energy Inc. (Nasdaq: CBEH) lost more than a third of their value in the wake of a research report alleging that the company was fabricating revenue and earnings, and that it had transferred tens of millions in cash to the son of its chief executive through questionable acquisitions.

 

The 44-page report and a shorter follow-up were posted by someone who used the alias Sinclair Upton and claimed to be an investment manager.

 

China Integrated Energy has yet to respond to the allegations. It filed its audited annual report with the Securities and Exchange Commission on Wednesday.

 

Sharesleuth previously raised questions about China Integrated Energy in 2008, when it was known as China Bio Energy Group Holding Co. It was one of four Chinese companies that went public through reverse mergers with shells controlled by a group that included Martin A. Sumichrast, a former brokerage executive whose publicly traded firm, Global Capital Securities Corp., was delisted by Nasdaq because of its ties to people with serious criminal or regulator histories.

Report raises questions about China Shen Zhou Mining

Absaroka Capital Management LLC published a research report Tuesday claiming that China Shen Zhou Mining & Resource Corp.(AMEX: SHZ) is “fraudulently misrepresenting its business and thus is massively overvalued by the market at this time.” Among other things, the hedge fund asserted that China Shen Zhou’s management has exaggerated the size of key mines, and that it will be impossible for the company to meet its financial projections for fiscal 2011.

S. Paul Kelley, the man on the podium

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You won’t find S. Paul Kelley’s name in any Securities and Exchange Commission filings.

But the Canadian stock promoter pops up in photo after photo taken at the NASDAQ and American stock exchanges, usually smiling and surrounded by executives at Chinese companies that went public through reverse mergers.

A Sharesleuth investigation found that Kelley and several equally anonymous partners helped create a string of U.S.-listed Chinese companies, including Telestone Technologies Corp. (Nasdaq: TSTC) and Kandi Technologies Corp. (Nasdaq: KNDI).

Documents show that Kelley and his partners packaged the Chinese companies for reverse mergers with shell companies, paved the way for their listings on U.S. exchanges and promoted their stock afterward.

One of the partners even fronted the legal and accounting bills for some of the companies.

In return for their assistance, Kelley and the other participants in the venture got millions of shares of stock at low, pre-market prices. Their roles were not discussed in those companies’ SEC filings, nor were their share deals disclosed.

The SEC has taken the position in previous enforcement actions that anyone who is compensated for acting as a finder or facilitator in a reverse-merger transaction must be registered as a broker/dealer (see cases here, here and here).

Sharesleuth could not find anyone who participated in Kelley’s Chinese deals who met that requirement. In fact, one person who was involved in at least three of the reverse mergers was previously charged by the SEC with violating that rule.

 

A SECRET PARTNER

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One of Kelley’s partners was Jay Tien Chiang, a Canadian businessman who was found to have defrauded a computer company of nearly $10 million in the 1990s.

Chiang has spent more than 12 years trying to avoid the financial judgments against him. His personal bankruptcy case — which includes allegations that he stashed a small fortune with family and friends before claiming insolvency — ranks as one of the longest and most contentious in Canadian history.

Documents uncovered in case link Kelley and Chiang to a Hong Kong company called Winner International Group Ltd., which played a central role in the creation of Telestone, Kandi, New Oriental Energy & Chemical Corp. (Nasdaq: NOEC) and Orsus Xelenet Technologies Inc. (AMEX:ORS).

The documents show that Winner International may have reaped more than $20 million from those deals, without ever appearing on the radar screens of securities regulators or other investors.

The testimony and records assembled after the initial discovery by a private investigator offer a rare and revealing look into the often-opaque world of Chinese reverse mergers.

Sharesleuth stumbled onto the bankruptcy case while researching Kelley’s activities. We went to Toronto and reviewed thousands of pages of documents, including copies of brokerage statements, emails, depositions and other testimony.

We then compared that information against SEC filings, corporation filings and other records to piece together additional elements of the reverse-merger network.

Although most of the Chinese companies that Kelley and his associates brought to the United States saw brief spikes in their share prices, nearly all have become long-term losers.

 

THE CREATIONS

Kelley has helped at least 11 Chinese companies go public through reverse mergers. They are:

  • Telestone (Nasdaq: TSTC). Telestone sells wireless communications equipment and network access packages, primarily to China’s three main mobile phone companies. The Beijing-based company went public in 2004 by merging with a U.S. shell that had just reorganized in bankruptcy court.
  • Orsus Xelent (AMEX: ORS). The company, which also has headquarters in Beijing, manufactures and distributes cellular telephones. Kelley helped the company gain a U.S. listing in 2005.
  • New Oriental Energy (Nasdaq: NOEC). The company is based in Xinyang and makes fertilizer and chemical products. It went public in 2006.
  • Kandi (Nasdaq: KNDI). The company, which currently has headquarters in Jinhua, makes all-terrain vehicles and go carts, and is developing its own line of electric cars. Kandi became a public company in 2007.
  • China INSOnline (Pink Sheets: CHIO.PK). The Beijing-based company once operated a web portal offering information on insurance services. Kelley helped bring the company public in 2007. Its shares were delisted from the Nasdaq in November and now trade on the Pink Sheets.
  • China Auto Logistics Inc. (Nasdaq: CALI). The company, which has headquarters in Tianjin, imports and sells cars. It went public through a reverse merger in 2008.
  • China Infrastructure Investment Corp. (Nasdaq: CIIC). The company has headquarters in Zhengzhou and owns and operates a toll road called the Pinglin Expressway. Kelley helped it get a U.S. listing in 2008.
  • Guanwei Recycling Corp. (Nasdaq: GPRC). Guanwei is based in Fuqing City and recycles plastic waste from Europe into polyethylene for use by Chinese manufacturers. It went public through a reverse merger last year.
  • Winland Online Shipping Holdings Corp. (OTCBB: WLOL.OB). The Hong Kong company operates a fleet of oceangoing vessels and offers shipping and logistics services. It became a public company in 2008.
  • CH Lighting International Corp. (Pink Sheets: CHHN.PK). CH Lighting is based in Shangyu City and makes fluorescent bulbs, lamps and other lighting products. The company, which once traded on the Over-the-Counter market, became public in 2008.
  • Chisen Electric Corp. (OTCBB: CIEC.OB). The Changxing-based company makes batteries for electric bicycles, motorcycles and cars. It became a public company in 2008.

Sharesleuth has identified a handful of additional Chinese reverse-merger companies that have connections to some of the players in the deals listed above. We’ll have more on them in part two of this story.

A FINANCIAL MIDDLEMAN

Although it’s not apparent from SEC filings, Winner International was the key financial middleman in the reverse mergers that turned Telestone, Kandi, New Oriental Energy and Orsus Xelent into public companies traded.

Court documents say that Winner International paid the legal, accounting and other compliance expenses for those four companies, in advance of their reverse mergers and for as many as two years afterward.

Those outlays totaled $2 million to $3 million per company, and were never listed as specific financial obligations in the companies’ SEC filings.

Kelley was vice president of Winner International from 2002 to 2009, and set up the U.S. brokerage accounts it used to sell much of the stock it received in the reverse-merger deals.

Winner said in a legal filing that it authorized Kelley or his employees to trade the shares on its behalf.

A financial summary prepared by a forensic accountant shows that at least $11.4 million in cash was transferred from those brokerage accounts, mostly to Winner International’s bank account in Hong Kong.

Because of the lack of public disclosure surrounding the share allotments in the reverse mergers, it was nearly impossible for ordinary investors to know when the people who had created — and touted — the Chinese companies were cashing out.


FROZEN ASSETS

One of Winner International’s U.S. brokerage accounts, at E*Trade Securities, was frozen last year by a Canadian judge who concluded that Chiang secretly controlled it.  As of February, that account was worth an additional $9.4 million, much of it in the shares of Telestone, Kandi and New Oriental Energy.

Court records show that Winner International’s bank account in Hong Kong was emptied in February and March of 2009, while Chiang’s creditors were trying to get a court to enforce a freeze order there.

An admitted money launderer in Toronto testified that he had previously helped route money to Chiang from that account, at HSBC Bank, doing his best to ensure that the transfers went undocumented.

Kelley and Winner International were named as defendants in a California case related to the original judgment against Chiang. They weree alleged to have participated in the fraudulent conveyance of assets by helping him hide money.

The trustee overseeing Chiang’s bankruptcy also has named Winner International as a defendant in that case, again claiming fraudulent conveyance.

A trial is scheduled for next week in Toronto to determine the true owner of Winner International’s frozen E*Trade account. (editor’s note: this trial has been reset for Feb. 22)

Sharesleuth is not alleging that any of the companies that Kelley and Chiang helped take public were complicit in any of the above financial transactions.

But we think that people who have made, or are considering, investments in those companies might want to know more about their behind-the-scenes partners. We also think the failure of those companies and their top executives to disclose the connections to Kelley, Chiang and Winner International, and the compensation they received, raises questions about their credibility on other corporate issues.

The Street.com reported last month that the SEC was investigating allegations that a network of American firms and individuals had teamed up with Chinese partners on fraud schemes that have cost investors billions of dollars.

The site said the SEC was particularly interested in stock promoters, investment bankers, auditors and law firms that have helped Chinese companies gain listings on U.S. exchanges and sell additional share to American investors.

(Disclosure: Mark Cuban, majority owner of Sharesleuth.com LLC, has no position in the shares of any of the companies mentioned in this report. Chris Carey, editor of Sharesleuth.com, does not invest in individual stocks and has no position in any of the companies mentioned, nor does Justin McLachlan, co-author of this story.)

 

A FAMILIAR PATTERN

With the exception of Telestone, whose stock shot to nearly $25 last year, the shares of most of the Chinese companies that Kelley has brought to the United States have followed roughly the same trajectory.

They started out on the Over-the-Counter market and then moved to the AMEX or Nasdaq, rising to a range of $5 to $10 a share before entering prolonged declines.

Despite the surging Chinese economy, six of the 11 companies that Kelley and his associates helped to bring public reported revenue declines – or, in one case, no revenue at all — in their most recent quarterly financial filings.

Because the companies have rarely reached market capitalizations of more than $200 million, their activities have drawn little attention from securities analysts or others who might be inclined to dig more deeply into their structure or finances.

 

KELLEY

Kelley, who lives in the suburbs of Toronto, bills himself as a merchant banker and venture capitalist. He operates through MCC Group USA Inc. and a subsidiary, Asia First Financial Corp., both of which list headquarters in New York.

He previously worked for Medallion Capital Corp., an investor relations company headed by his father, Stafford Kelley.

In 2008, Stafford Kelley settled charges with the Ontario Securities Commission in connection with a stock-manipulation scheme involving a small minerals company called Hucamp Mines Ltd.

Regulators alleged that Stafford Kelley, who handled investor relations for Hucamp, traded in its stock to create the appearance of greater market activity, and made purchases that had the effect of boosting the company’s share price. He was fined $10,000 and agreed to a five-year ban on securities trading and a 10-year ban on serving as an officer or director of a public company.

Old press releases show that Paul Kelley also handled investor relations for Hucamp at the time the manipulation scheme was playing out. He was not accused of any wrongdoing. But Hucamp’s chief executive, a director and two other people faced charges along with Kelley’s father. All agreed to settlements with the OSC that included trading bans, officer and director bans and fines.

Sharesleuth noted that one of Stafford Kelley’s longtime associates, a Toronto accountant named Howard S. Barth, was appointed to the boards of directors of four of the Chinese reverse-merger companies — New Oriental Energy, Orsus Xelent, China Auto Logistics and Guanwei Recycling.

 

JAY CHIANG

Chiang and his brother, Julius Chiang, operated Aamazing Technologies Corp., a California-based company that imported and distributed computer monitors.

In 1998, one of its main suppliers, Korea Data Systems Ltd., won a $9.7 million judgment against the Chiangs. The judge found that they not only failed to pay for monitors and parts, but engaged in fraud and breached their fiduciary duty.

Both Chiangs promptly filed for bankruptcy. Despite claiming to have no income or financial resources, Jay Chiang and his wife, Christina, continued to live a life of relative luxury, remaining in their 10,000-square-foot house in Richmond Hill, Ontario, driving expensive cars, taking international trips and sending their two sons to an expensive private school.

The Toronto Star, in its coverage, has referred to the couple as “mysteriously rich.” Jay and Christina Chiang were sentenced to jail terms in 2007 for failing to heed a judge’s order to answer specific questions about their finances. Jay Chiang served nearly eight months before an appeals court ordered him released.

 


A RELENTLESS ADVERSARY

Jay Chiang’s main adversary is Lap Shun “John” Hui, a Chinese-born entrepreneur who was part owner of Korea Data Systems. Hui sold another of his companies, eMachines Inc., to Gateway Inc. for cash and stock valued at $290 million.

Hui, who lives in California, has spent several million dollars pursuing the Chiangs on behalf of Korea Data Systems (USA) Inc. The legal fight extends beyond the United States and Canada, to Hong Kong and at least two other foreign jurisdictions.

Hui has been supported in that effort by the bankruptcy trustee in the Canadian case, who is attempting to find and liquidate assets so that all of Chiangs creditors can be paid.

Hui’s hunt for assets that he believes Chiang transferred to family and friends led to a private investigator’s discovery of a shredded brokerage statement in Chiang’s trash, which suggested he had access to Winner International’s E*Trade account.

 

COMMON TIES

Additional documents turned over by Kelley, Winner International and others involved in the case revealed common ties among a number of U.S.-listed Chinese companies – links that are not apparent from their SEC filings.

Copies of emails and brokerage statements show that Kelley, Chiang and others played significant, undisclosed roles at the companies after they went public. They reviewed business plans and press releases, worked on financing with investment bankers and even bought and sold stock to help spur or sustain the public market (Look for more details on these activities in part two of our story).

The court documents connect Winner International to Telestone, Kandi, New Oriental Energy and Orsus Xelent. Shares of a fifth company, Winland Online Shipping, also wound up in one of Winner International’s U.S. brokerage accounts.

Chiang’s creditors presented trading records that suggest he bought that stock in the open market to bid up the price, the same day a partner’s selling unexpectedly sent the company’s shares plummeting.

SEC filings show that certain participants in the reverse mergers that created Telestone and New Oriental Energy also were involved in some of the later deals.

Ten of the 11 companies that Kelley is known to have helped bring public currently use the same investor relations firm, DGI Investor Relations Inc., which is based in New York and headed by Ken Donenfeld. The eleventh company, Telestone, recently switched to a different firm.

Donenfeld told Sharesleuth that he was not employed by Kelley or Kelley’s firms. He said he typically is hired by companies after they go public.

Donenfeld forwarded Sharesleuth’s questions to all 10 of the Chinese reverse-merger clients we asked about. Only one, Winland Online Shipping, responded.


RESPONSES

Winland said through an attorney that it had no relationship with Kelley, his affiliates or his associates, warning that “any statement or implication to the contrary may prove injurious to our client.”

However, the website for one of Kelley’s companies lists Winland among its previous deals. In addition, court filings say that one of Kelley’s associates in China helped engineer that company’s reverse merger with a U.S shell.

Telestone responded through its investor relations firm, CCG Investor Relations. Like Winland Online Shipping, it did not answer any of our questions, but instead offered this statement:

“It is a matter of public record that in August 2004 Telestone Technologies Corporation completed a share exchange transaction with the stockholders of Success Million International Limited (SMI) by which SMI became our wholly-owned subsidiary and through which we conduct our business operations.  On September 15, 2006, NASDAQ accepted Telestone Technologies for listing on the NASDAQ Stock Market and on January 30, 2007, the NASDAQ Stock Market approved Telestone’s transfer to the NASDAQ Global Market.  Since the consummation of the transaction with SMI, Telestone Technologies believes that it has complied fully with its obligations under the Securities Exchange Act and the rules and regulations of the Securities and Exchange Commission as well as its obligations as a listed company on the NASDAQ Stock Market.  Telestone Technologies intends to continue to fully comply with its legal obligations and to act in the best interests of its shareholders.”

Kelley did not respond to a list of questions submitted by Sharesleuth. Chiang’s attorney said he was unable to provide any additional information or comment on his client’s activities.

 

THE JOINT VENTURE

Kelley and Chiang began working together on Chinese reverse mergers in 2002.

According to testimony in his bankruptcy case, Chiang introduced Kelley to Ning “Jack” Tang, an old friend in Beijing who worked with Chinese companies that wanted to go public.

Tang created Medallion Capital Corp. China as a vehicle for participating in the reverse-merger venture.

According to the testimony, Chiang and Tang would find Chinese companies seeking to get their shares on U.S. exchanges, and Kelley would tell them what changes the companies needed to make to meet listing standards.

Kelley’s MCC Group teamed with Winner International and Medallion Capital Corp. China on the reverse mergers that created Telestone, Kandi, New Oriental Energy and Orsus Xelent.

Court filings say MCC Group, Winner International and Medallion Capital Corp. China all were allowed to buy free-trading shares in the newly created companies at nominal prices.

The filings say Chiang and Tang negotiated the stock allocations for the participants in the reverse-merger deals.

One document submitted by Kelley’s lawyer shows that Winner International alone received:

  • 950,000 shares of Kandi, which peaked at $7.25 in April 2008
  • 599,700 shares of New Oriental Energy, which spiked to $10.10 in October 2007
  • 1.45 million shares of Orsus Xelent, which hit a high of $7.90 in October 2007.

The filing did not say how many Telestone shares went to Winner International, , or how many shares of any of the reverse-merger companies went to MCC Group and Medallion Capital Corp. China.

But a stock certificate elsewhere in the court documents shows that Winner International got at least list 200,000 Telestone shares, which would have made it one of the biggest investors in the company.

And a brokerage statement shows that Winner International’s E*Trade account had 242,020 Telestone shares — some of them purchased on the open market — a few months before it was frozen. At Thursday’s closing price of $8.67 a share, that stock would be worth $2 million.

 

MYSTERY SHARES

Like the SEC filings, the court documents in Canada do not explain exactly how MCC Group, Winner International and the other parties acquired stock in the Chinese reverse-merger companies.

But for the shares to be free trading and not subject to registration or a holding period, the participants would have had to obtain them from the shell company or its owners.

In the cases of Telestone and China INSOnline, it appears that MCC Group and other parties got millions of shares of stock in return for providing $50,000 in loans to a pair of shell companies just before the completion of their bankruptcy reorganizations, and for paying off some of their other debts.

Both reorganization plans stated that the shell companies intended to resurrect themselves through reverse mergers.

 

PHOTO OPPORTUNITIES

Kelley helped Telestone go public in 2004, through a reverse merger with a shell called Milestone Capital Inc., which had just shed debts and unwanted assets through bankruptcy. Its stock started out on the Over the Counter market.

When Telestone’s stock moved to the AMEX in 2005, the redheaded, bespectacled Kelley was there. One photograph shows him shaking hands with Daqing Han, Telestone’s chairman and chief executive, on the podium overlooking the trading floor.

When Telestone ascended to the Nasdaq Global Market in 2007, Kelley again joined in the celebration. He was pictured with Han and other company officials who came to New York to ring the bell that signals the beginning and end of trading each day.

Kelley also was photographed at bell-ringing ceremonies with executives from Kandi, China Auto Logistics and Guanwei Recycling.

A copy of Han’s business card puts his U.S. address, and Telestone’s U.S. address, at the same suite of offices that MCC Group originally listed as its New York headquarters.

Phone logs, emails and other documents filed in the Canadian court case show that Chiang and Han also were in touch with one another, and that Chiang corresponded with the chief executives of a few other Chinese reverse-merger companies.

 

TELESTONE

Sharesleuth reported last August on accounts receivables questions at Telestone.

The wireless communications company’s stock rose more than 2,000 percent between March 2009 and January 2010, peaking at $24.94 a share. The surge was fueled partly by financial reports showing sharp increases in sales and earnings.

But as Sharesleuth pointed out in that story, Telestone had not collected most of that revenue. Its $95.2 million in accounts receivable at the end of 2009 equaled all of that year’s sales, plus two-thirds of the previous year’s sales.

Telestone’s latest quarterly filing with the SEC shows that its receivables have continued to rise. They totaled $139.9 million, before adjustments for doubtful accounts, at the end of September.

 

NEW QUESTIONS

Telestone’s shares fell more than 25 percent on Tuesday after an anonymous writer using the name “The Forensic Factor” posted an analysis of the company’s accounting and financial reporting practices on SeekingAlpha.com, an investment site.

Among other things, the article questioned Telestone’s “failure to generate a penny of cumulative cash flow, despite claims of spectacular sales and earnings growth.”

The article also asserted that Telestone’s revenue recognition and accounts receivables policies do not conform with generally accepted accounting principles. It noted that the company had gone through three chief financial officers in three years, and had changed auditors twice. And it pointed out that Telestone claimed to have developed cutting-edge wireless communications technology while spending less than $1 million a year on research and development.

Telestone has pointed out that nearly all of its receivables are owed by China’s “Big Three” wireless providers. It says that those partners have billions of dollars in revenue and assets, and are unlikely to default on their obligations.

Telestone reported $70.8 million in sales and $12.6 million in profits for the first nine months of 2010. It announced guidance of $129.4 million in revenue for the full year, which would translate to an 80 percent increase from 2009.

Telestone raised $18.5 million in capital in November, through a private placement at a discounted price of $12 a share. Its stock has fallen below $8 since then, which has reduced the company’s market capitalization to just $80 million.

 

WINNER’S FINANCIAL DEALINGS

Court documents show that Winner International sent money to lawyers and auditors from its account at HSBC Bank in Hong Kong, as well as from at least one of its U.S. brokerage accounts.

One summary listed nearly $1 million in payments from HSBC Bank in Hong Kong to a handful of professional firms, including Anslow & Jaclin LLP, a law firm in Manalapan, N.J., and K&L Gates LLP, an international law firm with headquarters in Pittsburgh. The accountants that received payments included Moores Rowland (now Mazars CPA Ltd.), which is the current auditor for Telestone and the former auditor for Orsus Xelent; and Weinberg & Co., which was the auditor for Kandi and New Oriental Energy.

The court documents show that Winner International deposited nearly $1 million that came from a handful of individuals and funds that were later listed in SEC filings as private-placement investors in New Oriental Energy.

Those investors included MidSouth Investor Fund L.P. and Lake Street Fund L.P., both of which have participated in a number of Chinese reverse-merger deals.

It is unclear why the private-placement investors would have paid money to Winner International.

In addition, the transaction summary shows that Winner International received almost $85,000 from Richard N. Molinsky, a former senior vice president at D.H. Blair & Co., a defunct New York brokerage. He pleaded guilty to securities fraud and attempted enterprise corruption in 2002 in connection with that brokerage’s boiler-room style activities (see this Sharesleuth story for more on Molinsky).

The transaction summary also shows a deposit of $50,000 into Winner International’s Hong Kong bank account that came from an entity called the Kagel Family Trust.

David L. Kagel, a California attorney, has voting control over the shares held by the trust. The SEC brought charges against Kagel in the 1990s, alleging that he orchestrated a fraudulent scheme to take a company public through a reverse merger. A judge found that he prepared filings that contained false and misleading statements, committed “repeated and deliberate” violations of federal securities law and he tried to conceal the violations after a specific inquiry by regulators.

The financial summary does not include any explanation for why Molinsky or the Kagel Family Trust provided money to Winner International. Neither appears in the SEC filings of any of the companies connected to Kelley.

 

MEI HUANG

Hong Kong corporation filings list a woman named Mei Huang as Winner International’s sole director and shareholder. She has testified in Chiang’s bankruptcy case that the assets in its bank and brokerage accounts are hers.

Documents in the bankruptcy case also identify her as an investor in Medallion Capital Corp. China. She was described as a businesswoman from Shenzhen.

Huang speaks almost no English. Hui — Chiang’s nemesis — told Sharesleuth that when Huang was cross-examined last year, it was clear she had little knowledge of the U.S. stock market or Winner International’s trading.

Court documents show that Huang declined to answer questions about the transfer of $2 million from the HSBC account in late 2008. That money wound up in the account of Wainwright Ventures Ltd., which was an investor in an earlier reverse-merger deal that involved Paul Kelley, Stafford Kelley and Winner International.

Court filings show that Wainwright Ventures has been paying the legal expenses for Winner International and Huang in the court proceedings in California.

Huang’s sister, Min Huang, is listed as the sole director of Wainwright Ventures. However, SEC filings for a reverse merger that Kelley helped arrange in 2002 identified a British citizen, Allister Mathew Cunningham, as its control person.

 

LIYA WU

Another key player in the reverse-merger process is a woman named Liya Wu.

Wu worked for Kelley’s MCC Group, and handled investor relations for many of the Chinese companies that he helped to bring public. She currently is vice president for marketing at one of his most recent creations, Guanwei Recycling. (See her discussing the company’s activities in this video interview)

Wu testified in Chiang’s bankruptcy case that she joined Medallion Capital Corp. China in 2002. She was its only employee, and her responsibilities included translating due diligence documents and drafting business plans.

Wu also prepared the articles of incorporation for Winner International. She testified that Mei Huang was the sole director and sole shareholder.

Wu moved to Canada in 2003 to work for Kelley’s MCC Group. She said Tang took care of the China side of the reverse-merger business, identifying promising companies and signing contracts with them to provide the necessary assistance.

She testified that Kelley lined up securities lawyers and auditors, recruited market makers, and took care of other details in North America.

Wu testified that she viewed both Kelley and Chiang as her bosses. She said that she was paid by Kelley through MCC Group, and that he – not Huang — gave her instructions about transferring money from Winner International’s HSBC account.

 

BRIDGING THE CULTURAL GAP

Wu said Chiang served as a bridge between Kelley and Tang, who didn’t speak much English.

Chiang had knowledge of Chinese culture and Chinese companies, and helped them understand how to qualify for public listings and comply with regulatory requirements.

Wu characterized Chiang as “the glue” in the arrangement, and testified that without his assistance, Kelley and Tang probably wouldn’t have been able to work together.

Court filings suggest that Tang also is known as Jing Yuan Tang.  Documents show that, after Chiang filed for bankruptcy, someone by that name received more than $2.5 million in transfers from another hidden business that his creditors have uncovered. Jing Yuan Tang also is listed in the financial summary for Winner International as having provided money that was deposited into that company’s Hong Kong bank account, and having received payments out of that account.

 

THE SHELL PROVIDERS

Sharesleuth noted that a number of the shell companies used in Kelley’s reverse mergers had ties to people who previously were the subject of regulatory actions by the SEC or the Financial Industry Regulatory Authority.

Two of the shells – the ones that became Telestone and China INSOnline — were provided by Focus Tech Investments Inc., a Houston company headed by Michael T. Fearnow.

The SEC brought charges against Focus Tech and Fearnow in 2000, alleging that they violated securities laws in previous reverse-merger deals by effecting securities transactions without being registered as a broker/dealer.

Fearnow is a former brokerage executive whose registration had been revoked years earlier by the National Association of Securities Dealers (now FINRA).

Fearnow settled the SEC case without admitting or denying guilt. He paid a $10,000 fine and agreed not to violate securities laws in the future.

Documents in Chiang’s bankruptcy case show that Fearnow also was involved in the creation of Kandi.

Two other shell companies – the ones that became New Oriental Energy and Orsus Xelent — were controlled by people with close ties to Byron R. Lerner, who settled fraud charges with the SEC in 2002.

The majority owner of the shell that became New Oriental Energy was James Tubbs. He and Lerner were the top two executives at Teltran International Group Ltd., which the SEC charged with materially overstating its revenue and earnings and disseminating misleading share price projections.

The majority shareholder of the shell that became Orsus Xelent was Lerner’s son, Darrell Lerner. Tubbs, Darrell Lerner and Byron Lerner owned 95 percent of another shell that was used to create a third Chinese reverse-merger company, China Elite Information Co., at about the same time.

 

ARTHUR PORCARI

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Fearnow’s former brokerage partner, Arthur J. Porcari, has been one of Kandi’s biggest boosters. He posts about Kandi almost every day on stock message boards, and recently uploaded to YouTube.com a set of videos showing his visit to the company’s facilities in China and a test drive of one of its electric cars.

Last month, Porcari posted a glowing update on Kandi and its prospects on SeekingAlpha.com. Although a disclaimer noted that Porcari had a long position in Kandi’s stock, it did not say that he was involved with the group that arranged its reverse merger.

Porcari has said in postings on Internet message boards that he has been a shareholder of Kandi since the day it went public, and also was an early investor in Telestone and New Oriental Energy.

Porcari and Fearnow both were fined and suspended by the NASD for violating insider-traiding and fair practice rules at their now-defunct firm, Porcari, Fearnow and Associates Inc.

The SEC also brought administrative proceedings against Porcari in 1994. It said that while he was working as a financial relations consultant for a public company, he sought to engineer a “short squeeze”  by making baseless predictions about its share price to brokers and urging them to make coordinated purchases of stock.

Porcari later was an online cheerleader for two other companies — Net Command Tech Inc. and Host America Corp. – whose stock rose sharply after they issued attention-getting press releases. The SEC halted trading in both companies’ stock, citing the accuracy or adequacy of their public disclosures. When trading resumed, their shares plummeted in value, prompting investor lawsuits that each company settled for millions of dollars.

Sharesleuth determined that at least two other people connected to Host America – one of whom sold millions of dollars worth of stock after a false press release boosted the share price — were involved with the Chinese reverse-merger network.

 

KANDI

Kandi is perhaps best known as a maker of go karts, three-wheeled motorcycles, utility trucks and other specialized vehicles. It also produces a low-speed, electric car known as the Coco.

Kandi is developing a new line of larger, faster electric cars. To help spur sales, it has announced plans to set up a network of battery-changing stations in partnership with a batter maker and State Grid Power Corp.

Kandi says the stations will allow electric-vehicle owners to quickly swap depleted batteries for fully charged ones, reducing the need for them to charge the vehicles themselves.

The company reported $28.6 million in revenue for the nine months that ended Sept. 30, up almost 50 percent from a year earlier. It had a loss of $709,326 for the period, versus a profit of $219,625.

Kandi sold $16.6 million in stock to several institutional buyers in a private placement last month. The price was $5.50 a share, which amounted to a nearly 18 percent discount from the closing price the day before the deal was announced.

Kandi’s stock currently is trading for around $5.30 a share, giving the company a market valuation of roughly $125 million.

 

KELLEY’S TRACK RECORD

Kelley is listed in New York corporation filings as the chairman and chief executive of MCC Group, which bills itself as a “top US venture capital and management consulting firm.” It says its mission is to help clients become publicly traded companies and gain access to North American capital markets.

The Flaherty Report, an investment newsletter, said in an article in April 2009 that Kelley, MCC Group and Asia First Financial had helped at least 10 Chinese companies gain listings on U.S. stock exchanges through reverse mergers.

The report said Kelley’s organization “acts in some ways like an unregulated investment banker.” It quoted Kelley as saying that although most Chinese companies that go public through reverse mergers end up bankrupt in just a few years, all of the ones that he had helped were still afloat.

While that may be technically true, many of Kelley’s creations are faltering.

 

ORSUS XELENT

The stock of Orsus Xelent, which Kelley and Winner International helped take public in 2005, has gone from a high of around $7.90 in the fall of 2007 to 17 cents a share now.

Orsus Xelent reported $20 million in sales for the first nine months of 2010, down 70 percent from a year earlier. It posted a loss of $585,000, compared with a profit of $5.81 million in the corresponding period of 2009.

The company attributed the decline to the waning popularity of the non-3G cell phones it produces.

Like Telestone, Orsus Xelent has a mounting accounts-receivables issue. Its latest quarterly SEC filing shows that the company had $98.9 million in receivables as of Sept. 30, up from $81.1 million at the start of the year.

The company’s quarterly filing said it was down to just $4,000 in cash at the end of September.

 

CHINA INFRASTRUCTURE INVESTMENT

China Infrastructure Investment, which operates a toll road in Henan province, peaked at $4.75 a share. Its stock currently trades for 67 cents.

The company reported revenue of $13.1 million for the first quarter of its new fiscal year, down roughly 4 percent from the corresponding period of 2009. Its earnings fell by almost half, to $1.51 million, because of higher operating expenses.

 

CHINA INSONLINE

The shares of China INSOnline reached a high of $6 in January 2008. They bottomed out at 2 cents a share last month, after the company was delisted from the Nasdaq. They now trade for around 7 cents.

China INSOnline reported revenues of $9.54 million for the 9 months that ended March 31, down from $13.0 million a year earlier. It said it had earnings of $4.2 million for the period, compared with $5.44 million.

However, SEC filings show that its business inexplicably went off a cliff in the first three months of 2010. The company reported just $670,232 in revenue, compared with $3.99 million a year earlier. It had a loss of $105,095, versus a profit of $2.19 million.

China INSOnline cited a decline in online advertising revenue and software development revenue for the steep drop in sales and earnings. The company said, without elaboration, that it was “temporarily unable” to obtain purchase orders from certain customers during the quarter.

China INSOnline later said it would jettison those two businesses to focus on its insurance agency business. It reported no revenue, and a net loss of $2.39 million, for the three months that ended Sept. 30.

In November, the company announced that it had changed directions entirely, through a second reverse merger with a Chinese biodiesel producer.

 

CHINA AUTO LOGISTICS AND GUANWEI RECYCLING

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Both China Auto Logistics and Guanwei Recycling have seen significant declines in their share prices over the past year.

China Auto Logistics, which went public in 2008, reached $6.25 last January, a few days after moving to the Nasdaq market. It now trades for less than half of that price.

China Auto Logistics reported sales of $176.4 million for the first nine months of 2010, compared with $143.1 million in the same period a year earlier. It said profits totaled $5.7 million, up from $4.41 million

Guanwei Recycling hit the market in December 2009, closing at $2.25 in its first day of trading. Its shares reached a high of $5.70 in mid-April after they moved to the Nasdaq. The company’s stock now trades for around $3.40.

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Guanwei Recycling reported revenue of $33.6 million for the first nine months of 2010, down 11 percent from a year earlier. However, the company said earnings rose to $7.69 million, an increase of more than 30 percent.

Guanwei Recycling also said that its sales for the three months that ended Sept. 30 were more than double its sales for the corresponding period of 2009.

 

NEW ORIENTAL ENERGY

New Oriental Energy peaked at $10.10 in October 2007. Its shares are currently trading for around $1.20.

The company reported $17 million in revenue for the six months that ended Sept. 30, up about 7 percent from a year earlier. But revenue for the final three months of that period was just $3.19 million, a drop of more than 50 percent.

New Oriental posted a loss of $3.32 million for the six months that ended Sept. 30, compared with a loss of $6.62 million during the same period in 2009.

The company was notified by the Nasdaq this summer that its shareholder equity was well below the $2.5 million level required to stay listed on the exchange.

New Oriental said in an SEC filing in September that two debt holders – which had not been identified in any previous filings — had agreed to convert $1.44 million in debt to common stock to help the company meet Nasdaq’s listing requirements.

Sharesleuth noted that both of those debt holders are entities that were involved in several of Kelley’s other reverse-merger deals, including Telestone, China Infrastructure Investment and China INSOnline.

We’ll cover all of the reverse mergers in more detail in part two of our story. We’ll also take a closer look at how Kelley, Chiang and others interacted with those companies and their management.

Stay tuned.


Kristina Saar provided fact-checking services for this article

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Lawyers for Goldman’s Toure seek dismissal of SEC charges, citing recent Supreme Court ruling




In June, the Supreme Court dramatically altered the securities-law
landscape by ruling that only cases involving the actual sales of securities
within the United States can be persued in U.S. Courts. So, lawyers for 
Fabrice Toure, a Goldman Sachs employee caught up in a fraud case
involving an ill-fated collateralized debt obligation deal, asked for a
dismissal because SEC lawyers forgot to allege that any sales of securities
took place in the United States.

 

It should be easy
enough to amend the complaint, says CNBC — but maybe not as easy to prove,
since most of the investors in the deal were foreign. Still, CNBC predicted
that the court would find that at least some of the sales occurred on U.S. soil
“To rule otherwise would deprive foreign buyers of the protections of US
securities laws, which would undermine the US’s position as one of the safer
places in the world to invest.”


SEC investigating Vision Capital

Vision Capital Advisors LLC, a New York-based hedge fund manager that has figured into several Sharesleuth stories (here and here), said Wednesday that the Securities and Exchange Commission is investigating its activities. 

The announcement followed a report by Reuters that the SEC issued subpoenas this summer to several investment firms that have done business with Vision. The company’s funds have invested hundreds of millions of dollars in small public companies, including a number of Chinese businesses that have gone public through reverse mergers with U.S.-listed shells.

Chinese coal company’s share placement produces interesting collection of investors

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The shares of SinoCoking Coal and Coke Chemical Industries Inc. (Nasdaq: SCOK) skyrocketed earlier this year, after the company went public through a reverse merger that included a private placement of common stock and warrants.

As Sharesleuth previously reported, SinoCoking’s stock shot from $6.45 on Feb. 16 to a high of $53.70 on March 5.  Although the price has plunged over the past week, the current price of around $8.60 still represents a decent premium for the private placement buyers, who paid $6 for a unit consisting of one common share and a warrant for half a common share.

Sharesleuth took a closer look at the registration statement covering the resale of those shares, and found that no fewer than eight people who participated in the placement have been the subject of Securities and Exchange Commission actions or criminal prosecutions.

The list includes at least four people who were directly or indirectly linked to stock-manipulation schemes. Several other investors were previously involved in a small cluster of U.S. companies whose placements were manipulated by a ring of boiler room brokerages in the 1990s.

Sharesleuth’s investigation found that the investors in SinoCoking’s private placement included:

  • Richard N. Molinsky, a former senior vice president at D.H. Blair & Co., who pleaded guilty to securities fraud and attempted enterprise corruption in 2002 in connection with that brokerage’s boiler-room style activities. He received probation but paid $1.5 million in restitution. The SEC also barred him from association with any broker-dealer as a result of his criminal conviction.
  • Bryant D. Cragun, a former stockbroker who was an owner of two unlicensed, offshore brokerages that sold shares of obscure U.S.-listed companies to investors in Europe, Asia and other parts of the world. Regulatory agencies described those firms – Oxford International Management and PT Dolok Permai (which did business as International Asset Management) – as boiler rooms. Many of the people who bought shares through the firms lost all, or nearly all, of their investments.  Cragun acknowledged to the Wall Street Journal in 2000 that the SEC spent five years investigating his activities but did not bring charges. SinoCoking’s filings identified Cragun as president of Wilmark of Nevada Inc., which got 80,000 shares and 40,000 warrants in its placement.
  • R. Gordon Jones, an accountant who was barred by the SEC in 2001 for “intentionally, knowingly or recklessly” violating professional standards in auditing the financial statements of Dynamic American Corp., which turned out to be fraud.  Corporation filings show that Jones is treasurer of Wilmark of Nevada.  Jones’ former firm — Jones, Jensen & Co. of Salt Lake City — was the auditor for a number of the companies whose shares were sold to foreign investors by Cragun’s offshore brokerages.  
  • Kenneth A. Orr, who faced both civil and criminal charges in connection with a stock-promotion scheme in which brokers were paid kickbacks for selling shares of certain companies that were vehicles for fraud. The SEC alleged that Orr took payments to sell shares of two of the companies. Orr neither admitted nor denied the charges, but allowed the entry of a permanent injunction against him in 2002, prohibiting future violations of securities laws. He was ordered to pay $154,000 in disgorgement, penalties and interest. Orr also pleaded guilty to a criminal charge of conspiracy to launder money. He was sentenced to probation and fined $3,000.
  • Lawrence E. Kaplan, former president of G-V Capital Corp., which as a company pleaded guilty  to criminal fraud charges in 2004 in connection with a broader manipulation scheme by several brokerages, including Walsh Manning Securities Inc. and J.B. Sutton Group LLC. In addition to his role at G-V Capital, Kaplan was a director of one of the companies whose shares were manipulated, and later joined the board of another. Kaplan also was indicted personally on fraud charges, but federal prosecutors dismissed their case against him in 2007.
  • Stewart R. Flink, former managing member of Crestview Capital Partners LLC, who was charged by the SEC with making fraudulent representations in connection with Crestview’  investments in two other stock placements.  The SEC alleged that Flink and Crestview falsely asserted that they had not shorted the shares of those companies in the 10 days preceding the offerings. Flink and Crestview settled the charges in 2007, with Flink paying a $120,000 civil penalty and Crestview paying $432,519 in disgorgement, penalties and interest. Flink’s new fund, Next View Capital LP, got 150,000 shares and 75,000 shares and warrants in SinoCoking’s placement. 
  • Shaye Hirsch, the former compliance officer for Pond Securities Corp., who is currently fighting SEC charges related to a scheme in which an investor engaged two of the firm’s traders in the manipulative short selling of shares in Sedona Corp., a company in which the investor held convertible notes. Although the SEC did not implicate Hirsch in the manipulation scheme, it said he was aware of the traders’ dealings in the stock and failed to adequately supervise them. Thomas Badian, who headed the investment firm that shorted Sedona’s shares, was charged with fraud by the SEC, and was indicted on criminal charges. The traders, who had dual registrations with Pond and the now-defunct Refco Securities, also were charged by the SEC. Hirsch and Pond recently settled related charges with the Financial Industry Regulatory Authority, agreeing to jointly pay a $100,000 fine.

Two investment banking firms, Rodman & Renshaw LLC and Madison Williams and Co., placed the shares for SinoCoking. They raised $44 million for the company, which operates coal mines and coking plants in China’s Henan Province.

Sharesleuth is not alleging any wrongdoing by SinoCoking, its placement agents or the people who bought shares in the offerings. However, we think that people who are considering an investment in the company might be interested in the backgrounds of some of the other stockholders.

(Disclosure: No one associated with Sharesleuth.com has any position, short or long, in SinoCoking’s stock.)


THE PLACEMENT

According to SEC filings, SinoCoking issued 5 million shares and 2.87 million warrants to U.S. investors and its placement agents.  It issued 2.34 million shares and 1.17 million warrants to non-U.S. investors.  All of the warrants sold to investors are exercisable at $12 a share.

At the current market price, the investors in those deals would be showing paper gains of roughly $18 million.

SinoCoking’s shares closed Friday at $10.26, off nearly $5 for the week, giving the company a market capitalization of $214.1 million. At its peak, in March, the company had a market cap of more than $750 million.

SinoCoking’s registration statement shows that the investors with SEC histories got at least 581,001 shares and warrants, or nearly 7.5 percent of the total sold to U.S. buyers.  In some cases, the investors bought shares in their own names; in others, they bought shares on behalf of funds they manage.

Molinsky, for example, bought 10,000 shares and 5,000 warrants in his own name; Kaplan personally bought 25,000 shares and 12,500 warrants.

Hirsch bought a total of 28,001 shares and warrants through Brio Capital LP, a New York-based company where he is managing partner. Orr purchased 4,000 shares and 2,000 warrants through an entity called Triumph Small Cap Fund Inc., in Woodbury, N.Y. 

SinoCoking’s filings did not disclose the regulatory or criminal pasts of any of the private placement investors. Sharesleuth used addresses listed in the filings to make the connections, by cross referencing them with corporation filings, court filings, old SEC filings and other records.

MORE INVESTORS WITH REGULATORY PASTS

Another SinoCoking investor with a regulatory record is Gregory A. Bied, who in January settled SEC charges alleging violations of short-selling rules. According to the SEC’s summary of the charges, one investment fund controlled by Bied and a partner shorted shares of two public companies just before another of their funds bought shares in follow-on offerings.  The SEC said the fund that shorted the stock used some shares from the other fund’s placement purchase to cover its positions. One of the funds cited in the case, Del Rey Management LP, got 25,000 SinoCoking shares and 12,500 warrants.

Bied, his partner and their other fund, AGB Partners LLC, agreed to pay $61,365 in disgorgement, penalties and interest.

High Capital Funding LLC, headed by Frank E. Hart, got 8,000 SinoCoking shares and 4,000 warrants in the placement. The SEC brought charges against Hart in 1994, alleging that he caused account holders at savings and loans that were converting to stockholder-owned institutions to claim that they were buying shares for themselves when, in fact, Hart and another of his companies, Generation Capital Associates, were acquiring the stock.

Hart and Generation Capital settled the charges without admitting or denying guilt, and paid more than $620,000 in disgorgement and interest.

THE SHAREHOLDER LIST

SinoCoking’s registration statement covers roughly 160 shareholders, including 45 individual Chinese investors. The list also includes Rodman & Renshaw, Madison Williams, and about 15 people who work at those firms or have close relatives who do.

The registration statement did not identify which firm was responsible for placing shares with specific investors. Madison Williams said in a response to questions from Sharesleuth that its focus was on marketing the private placement to institutional investors.

Rodman & Renshaw did not respond to our questions. However, we noted that the registration statement for shares sold in another private placement handled by that firm also included Cragun’s company, Wilmark of Nevada, and at least a dozen other SinoCoking investors.

SinoCoking did not comment on Sharesleuth’s findings.

THE COMPANY

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SinoCoking, based in Pingdingshan, China, owns coal mines, washing facilities and coking plants in Henan Province. It went public on Feb. 5 through a reverse merger with Ableauctions.com, a British Columbia-based company whose shares traded on the Over-the-Counter Market.

SinoCoking’s stock moved to the Nasdaq market two weeks later. At the time, the company was projecting that its revenue for the 12 months ending June 30 would reach $69.4 million, and that its net income would be in the neighborhood of $19.3 million.

SinoCoking has not yet reported its full year results. According to the most recent version of its registration statement, it had $41.4 million in revenue for the nine months that ended March 31, but posted a loss of $25.6 million, reflecting a change in the value of the warrants it issued in its financing.

SinoCoking also disclosed last month that all coal mining operations in Pingdingshan had been shut down by government order on June 22, after an explosion at another company’s mine killed 47 miners. The company said the mining moratorium would have a significant impact on its financial performance.

Nevertheless, SinoCoking reported preliminary revenue of $58 million for the year ended June 30, and preliminary earnings of $16 million.

The company announced Friday that it had signed a deal to buy as much as 3 million tons of coal a year from another Chinese producer. It said the supply agreement would allow it to operate its washing and coking facilities at full capacity, and would add as much as $146 million in annual revenue and $7 million in annual profits.

THE PLACEMENT AGENTS

Rodman & Renshaw has been one of the most active investment banks in the Chinese reverse merger market, helping to arrange financing at the time of the transactions, as well as secondary offerings afterward.

SinoCoking’s filings listed Rodman & Renshaw with 54,000 warrants exercisable at $6 a share. Eight of its employees were listed as holding individual stakes ranging from 2,000 warrants to 20,870 warrants, for a total of more than 50,000 warrants exercisable at $6 each.

Madison Williams is a relative newcomer to such deals. It was spun off from Sanders Morris Harris Group Inc. in late 2009.

SinoCoking’s filings list Madison Williams as holding 52,000 warrants exercisable at $6 a share and 46,865 warrants exercisable at $12. In addition, another entity called the MW Equity Pool LLC is listed as holding another 148,298 warrants, with an average exercise price of a little over $8.

Individuals and funds with ties to Sanders Morris Harris were listed as holding an additional 137,500 shares and warrants.

SinoCoking’s filings show that Don A. Sanders, the vice chairman of Sanders Morris Harris, and Ben T. Morris, the chief executive, were among the investors who got shares in the private placement.

BOILER ROOM TIES

When looking into the histories of the private placement participants, Sharesleuth discovered that Kaplan, Orr and several others listed in SinoCoking’s filings previously invested alongside one another in the companies that G-V Capital and Walsh Manning used in their frauds, which ran from 1995 to 1998.

Prosecutors said Frank J. Skelly and Craig Gross, the principals of Walsh Manning, orchecstrated a pump-and-dump scheme that artificially inflated the shares of at least four companies: Brake Headquarters Inc., Multimedia Games Inc., American Healthchoice Inc., and Jenna Lane Inc.  Skelly and Gross were convicted of securities fraud and other charges in October 2004, and got matching 57-month prison terms.

Kaplan’s company, G-V Capital, handled stock or debt placements for all four companies, and he got shares in each of them. Walsh Manning arranged additional placements for some of the companies.

SEC filings show that, in each placement, a large block of shares went to an entity secretly controlled by Kenneth S. Greene, a former principal at Stratton Oakmont Inc., one of the most notorious boiler room brokerages of the 1990s. The SEC had barred Greene from the securities business in 1994 and ordered him to pay a $100,000 fine in connection with Stratton Oakmont’s activities.

Greene was convicted on criminal charges in the Walsh Manning case. He cooperated with authorities and was sentenced to 15 months in prison.

Prosecutors said the architects of the scheme arranged for their brokerages to gain a hidden majority interest in the companies by purchasing shares at below market prices from the private placement investors, who in some cases had agreed in advance to flip their stock. The transactions gave the boiler rooms control over the availability of shares, making it easier for them to manipulate the price.

Orr was one of the participants in the G-V Capital and Walsh Manning placements, buying shares in Brake Headquarters and Multimedia Games.

The filings show that another participant in SinoCoking’s private placement – a New York real estate and venture capital investor named Michael Miller – got shares in all four of the companies that figured into the manipulation case.

A third SinoCoking investor, Ronald I. Heller, participated in the Multimedia Games and American Healthchoice placements. At the time, he was an investment banker at M.H. Meyerson & Co., a brokerage firm whose initial public offering was handled by Stratton Oakmont, and whose shares were being touted by Walsh Manning. M.H. Meyerson also was an investor in some of the placements.

OTHER INVESTORS

SinoCoking’s filings also show that several employees of Maxim Group LLC, another investment banking firm that has been active in the Chinese reverse-merger market, bought shares in the private placement.

A team of Maxim investment bankers headed by Ramnarain “Joe” Jaigobind moved to Rodman & Renshaw in June 2008.

SinoCoking’s registration statement showed that two of Flink’s former associates at Crestview also participated in the placement, buying more than 70,000 shares and warrants for themselves or funds they represent.

Sharesleuth will keep following SinoCoking and its placement agents and report on what we find.

Houston American presses bet in Colombia

Houston American Energy Corp. — the subject of a recent Sharesleuth.com investigation – is boosting its stake in a Colombian oil prospect that it claims has 1 billion to 4 billion barrels of recoverable oil.

Houston American (AMEX: HUSA) said in a Securities and Exchange Commission filing that it agreed to take an additional 12.5 percent interest in the prospect, known as CPO-4, from SK Energy Group Ltd. of South Korea. That would give it 37.5 percent of the venture.

Another small, publicly traded company, Gulf United Energy Inc. (OTCBB: GLFE.OB), also announced a deal with SK Energy for a 12.5 percent stake in the Colombian venture.

The transfers would cut SK Energy’s interest in the CPO-4 prospect to 50 percent, from 75 percent.

As Sharesleuth previously reported, the numbers at the upper end of Houston American’s reserve estimate for the 345,452-acre prospect exceed the official proved and probable reserves for all of Colombia. SK Energy has never offered its own estimate of the site’s potential. 

ASSET SALE

Houston American also disclosed last week that Hupecol LLC, the majority owner of its 24 producing wells in Colombia, had agreed to sell most of them, along with the surrounding acreage, for roughly $281 million.

Houston American said it would get 12.5 percent of the proceeds, minus commissions and other expenses. Although the sales would likely bring the company a windfall of more than $30 million, they also would take away its share of the output from 19 wells, which account for the bulk of its revenue.

Houston American’s stock closed Thursday at $8.75, giving the company a market capitalization of $272 million.

(Disclosure: Mark Cuban, majority owner of Sharesleuth.com LLC, has a short position in Houston American’s shares. Chris Carey, editor of Sharesleuth, does not invest in individual stocks and has no position in Houston American’s shares.)

CPO-4 DEAL

Houston American and Gulf United did not put dollar values on their new 12.5 percent interests in the CP0-4 prospect. But it is clear from their respective SEC filings (here and here) that neither agreement required the buyer to pay SK Energy a substantial premium for its stake.

That strikes us as unusual, given that Houston American’s backers have said that the reserves under the land could send the company’s revenue and market capitalization into the billions of dollars.

Both of the farmout deals are scheduled to be completed by Oct. 29.

Houston American said that its agreement called for it to pay its proportionate share of future operating costs at the site, as well as 12.5 percent of certain past costs and 25 percent of all seismic expenses incurred between June 18, 2009 and July 19, 2012.

Gulf United’s deal carried the same terms. Gulf United added that, in return for Houston American waiving its right of first refusal on the interest in CPO-4 that Gulf United is acquiring, it agreed to pay Houston American 12.5 percent of its past costs and 25 percent of its seismic costs through July 31.Houston American said in its quarterly SEC filing that the expansion of its interest would add around $1 million to its spending at CPO-4 this year. The company said that, as of June 30, its projected acquisition and drilling budget for the remainder of 2010 would be $8.16 million.

GULF UNITED

Gulf United, which has headquarters in Houston, is a development-stage company that has been acquiring interests in oil and gas properties.

SEC filings show that it had just $92,219 in cash at the end of its most recent quarter, but subsequently received an additional $550,000 through the issuance of a promissory note.  The company said it would have to raise more money to pay for its end of the CPO-4 venture, as well as several other partnership agreements.

Houston American acquired its initial 25 percent stake in the Colombian prospect in October 2009. At about that same time, Gulf United signed a letter of intent with SK Energy to acquire its own stake in the venture.

Houston American’s public comments late last year and early this year about the property’s potential contributed to a sharp rise in its stock, which went from around $4 a share in November to a high of $20.36 on April 6.

Gulf United’s deal for a piece of the same prospect has produced no such gains for its stock. The company’s shares closed Thursday at 18 cents, down more than 30 percent from the day the acquisition was announced.

Gulf United has more than 233 million shares outstanding. At the current price, it has a market capitalization of $42 million.

EARNINGS AND BONUSES

Houston American announced last week that it turned a profit of $990,134 in the second quarter, on revenue of $7.63 million. That compares with earnings of $112,107 and revenue of $1.13 million in the same period last year.

Houston American attributed the increase to higher energy prices and higher production at the existing oil wells in Columbia, which it owns in partnership with  Hupecol.

Houston American earnings said its general and administrative expenses were up $1.76 million from the same period last year, reflecting $637,500 in bonuses for executives and $1 million in expenses for options the company granted to its directors during the quarter.

Houston American also noted that it increased the base salaries of its executives by 10 percent, effective June 15. SEC filings show that John F. Terwilliger Jr., chairman and chief executive, had a base salary of $315,000 in 2009.

Terwilliger got a $675,000 bonus in 2008, after the sale of some other Hupecol-Houston American wells in Colombia. He also got stock awards and options that brought his total compensation to $1.74 million. The company later revised the figure to $5.86 million, to reflect the increase in its share price.

More disclosure questions at China Fire & Security Group

A recent Securities and Exchange Commission filing by the chief executive of China Fire & Security Group Inc. (Nasdaq: CFSG) has raised additional questions about disclosure by the company and its major shareholders.

Vyle Investment Inc., an entity headed by China Fire’s chief executive, Brian Lin, said in the filing that it transferred 1.83 million shares of its China Fire stock — worth nearly $27 million at the time — to two other parties, who in turn surrendered their 70 percent interest in Vyle.

Those shareholders were different than the ones that China Fire had previously listed as having an ownership interest in Vyle, which held a 9.2 percent stake in the company.

In addition, China Fire has never publicly announced the death of Gangjin Li, who was its founder, former chairman and biggest single shareholder. He
stepped down as chairman and CEO on March 30, citing ill health. According to a Chinese-language article posted on an industry news site, he died less than two weeks later at age 48. China Fire confirmed Li’s death to Sharesleuth.

An SEC filing earlier this year reported that Li had sole or joint ownership of more than 15.7 million China Fire shares, representing 57 percent of the total outstanding. It is unclear what became, or will become, of those holdings in the wake of his death. That could be significant for other investors if Li’s heirs decide to liquidate some or all of his shares.

China Fire said in response to written questions from Sharesleuth that stock-ownership filings by Lin, Li and another company executive were in compliance with SEC rules. It said other individuals and entities we asked about were not subject to disclosure requirements.

China Fire manufactures fire safety equipment and designs and installs detection and suppression systems for steel mills, power plants and other customers. The Beijing-based company’s shares closed Thursday at $7.18, giving it a market capitalization of $198.1 million.

China Fire’s stock has fallen by more than 50 percent since mid-May.

A HISTORY OF DISCLOSURE QUESTIONS

In March 2008, Sharesleuth published an investigation showing that some of the people listed as the beneficial owners of tens of millions of dollars worth of China Fire stock appeared to be fronts for the real holders. The company responded by releasing a revised list of the people it said held the true interests in those shares.

China Fire said at the time that Brian Lin held a 30 percent of the ownership interest in Vyle but had 100 percent of the voting power. The company said that a woman named Hui Bai, described as a “distant family member” but not a close relative of Lin’s, owned the other 70 percent.

China Fire’s annual filing with the SEC in March 2009 again said that Lin held a 30 percent ownership stake and 100 percent voting stake in Vyle, which is domiciled in the British Virgin Islands. But it listed Weishe Zhang, China Fire’s current chief technology officer, as having a 20 percent interest in Vyle. It did not identify the holder of the remaining 50 percent interest.

The most recent filing regarding the transfer of shares still listed Lin with a 30 percent interest in Vyle and Zhang with a 20 percent interest. It said that Famous Link Group Ltd. owned the remaining 50 percent.

China Fire did not identify the person or persons who control Famous Link. But SEC filings for two other Chinese companies listed on U.S. exchanges identify Ying Yueqin as having sole voting power for Famous Link Group, which like Vyle is incorporated in the British Virgin Islands.

Yueqin is Brian Lin’s brother-in-law. China Fire told Sharesleuth that because Yueqin is not a member of Lin’s immediate family and does not share a household with him, it was not required to disclose the relationship in its SEC filings.

EARLIER APPEARANCE

Yueqin once was listed as the beneficial owner of 1.32 million China Fire shares held by Linkworld Venture Inc., yet another British Virgin Islands-based entity. China Fire said in the March 2008 press release intended to clarify ownership that the real holder of Linkworld’s shares was Zhao Shuangrui. It described Shuangrui as an early-stage investor in China Fire, and as the uncle of Gangjin Li.

Similarly, Brain Lin’s sister-in-law, Huiwen Liu, was originally listed as the beneficial owner of 2.58 million China Fire shares held by Worldtime Investment Advisors Ltd. (the family ties were not mentioned in that instance, either). Prior to the company’s disclosure of the true owner of those shares, Worldtime filed to sell stock with a market value of roughly $9.6 million.

China Fire also insisted in March 2008 that Gangjin Li’s son, Ang Li, was the beneficial owner of 2.67 million shares held by an entity called China Honour Investment Ltd. The son, who at the time was a teenager living in Canada, told Sharesleuth he did not know how he came to own the stock.

Last year, China Fire said in a filing that Ang Li had signed that stock, then worth $30 million, back to his father for no financial consideration.

OWNERSHIP CHANGES

China Fire told Sharesleuth that Zhang and Famous Link acquired their stakes in Vyle in January 2009. That transaction, which would have involved a holder of more than 5 percent of the company’s shares divesting that interest, was not disclosed in any SEC filing.

China Fire said Zhang properly disclosed his stock holdings in an SEC filing in March 2009. However, Zhang’s filing made no mention of his involvement with Vyle or his partnership with Lin and Famous Link. China Fire noted that it disclosed Zhang’s ties to Vyle in its annual report that same month.

China Fire explained its lack of disclosure regarding Gangjin Li by saying that he “had not been active” at the company since 2007, and only briefly resumed his role as chief executive in early 2010. China Fire added that, after Li’s health worsened and he stepped down as both chairman and CEO, he submitted an SEC filing showing that he had transferred of all of his holdings to the LGJ Family Trust.

“At the time of his death, Mr. Li was no longer a shareholder, director, or executive member of the company” China Fire said. “As such, the Board of Directors determined that it was not necessary to submit further filings with the SEC.”

But the filing that China Fire cited did not explicitly state that Li transferred all of his shares to the LGJ Trust. In fact, it showed that he had beneficial ownership and sole voting power over more than 15.7 million shares, and that the LGJ Trust had beneficial ownership and voting power over just 9.05 million of them.

To further confuse matters, the trustee for the LGJ Trust last month submitted an amendment to the original filing, withdrawing the trustee, LGJ Trust and another entity from that original filing, stating that none of them had any obligation to make disclosures through 13D or 13G filings.

The filing listed the holdings for all three entities at zero shares.

SEC investigating Mesa Energy Holdings

Mesa Energy Holdings Inc., which was the subject of a Sharesleuth story in April, is facing a formal Securities and Exchange Commission investigation.

Mesa (OTCBB: MSEH.OB) said in a public filing that the SEC appears to be investigating whether the company or its predecessor, Mesquite Mining Inc., was involved in any improper sales of unregistered securities.

The Dallas-based company said the SEC also is examining whether Mesquite made any false or misleading statements

Sharesleuth’s story called attention to an unusual deal in which Mesa – which was already listed on the Pink Sheets – did a reverse merger with Mesquite Mining, a publicly held shell company.

That transaction put 14 million virtually free shares of Mesa into the hands of four investors from the Mesquite Mining side of the transaction.

Mesa’s stock rose from 50 cents a share to a high of $3.50, aided by an extensive and expensive promotional campaign. The company also recruited several high-profile individuals, including former New York Gov. George Pataki, to serve on a newly created advisory board.

Later SEC filings showed that the four entities that got large blocks of Mesa stock through the reverse merger sold or transferred at least 6 million of their shares during or after the price surge.

One of the four entities was Gottbetter Capital Group Inc., headed by New York lawyer Adam S. Gottbetter, whose firms have provided securities work and investment banking to Mesa. Another was Marlifran Investments LLC, a New Jersey company that Sharesleuth linked to Samuel DelPresto, a former stockbroker and convicted felon who was barred from the securities industry for his role in a fraud and manipulation scheme that cost investors more than $100 million.

Mesa said it was cooperating with the SEC, and that it was confident that “no improper sales of unregistered securities were made by current officers, directors or employees of the Company or its subsidiaries.”

Chinese company has growing receivables issues

Telestone Technologies Corp. (Nasdaq: TSTC) doubled its
sales last year, with nearly all of the gains coming from the three big players
in China’s burgeoning wireless communications market.

The Beijing-based company, which provides equipment and
services to mobile telecommunications providers, reported revenue of $71.9
million and earnings of $12.5 million. It is projecting additional gains this
year, with sales rising to $129.4 million and profits jumping to $22.9 million.

But Sharesleuth’s review of Telestone’s SEC filings shows
that the company ended 2009 with $95.2 million in accounts receivable, before
adjustments for doubtful payments. That equates to all of its revenue for last
year, plus more than two-thirds of its revenue from the previous year.

At the end of this year’s first quarter — a period in which
Telestone reported $11.1 million in revenue – the company’s accounts receivable
still stood at $96.6 million, indicating that it made relatively little
progress in collecting on its outstanding bills.

Telestone said in its financially summary that its “Days
Sales Outstanding,” the average number of days it takes to collect revenue
after a sale, stood at 673 days. That’s the highest such figure Sharesleuth has
ever seen, and was up sharply from the 358 days the company listed at the end
of 2009.

Put another way, nearly all of Telestone’s reported growth
and earnings — which fueled a 20-fold increase in its stock price between
March 2009 and January of this year — was linked to revenue that the company had not yet collected and might
have continued difficulty collecting.

Telestone’s stock closed Wednesday at $13.52, giving it a market
capitalization of $142.6 million. The company is scheduled to announce its
quarterly results after the markets close on Thursday, and that report is
likely to include an update on its accounts receivable collections.

(Update: Telestone reported revenue of $16.6 million for the second quarter. It said its accounts receivable, before allowances for doubtful accounts, rose to $107.1 million, while its Days Sales Outstanding fell to 483 days). 

Telestone’s large backlog of receivables is significant for
investors because companies that are unable to convert sales to cash in a
timely manner often must fund their operations by taking on debt, which cuts
into earnings, or selling additional shares, which dilutes existing
shareholders.

Sharesleuth also noted that the SEC filings for Telestone’s
three main customers show that Telestone’s  characterization of its accounts receivable situation does
not necessarily square with the numbers and narratives in its customers’
financial reports.

Sharesleuth is not alleging any wrongdoing by Telestone. But
we think that investors who are considering the company because of its sharp
increase in sales and earnings and its attractive profit margins might want to
know more about the underlying numbers.

(Disclosure: No one affiliated with Sharesleuth.com has any position, short or long, in Telestone’s shares) 

CUSTOMERS

Telestone says that its three main customers – China Mobile
Ltd., China Unicom (Hong Kong) Ltd. and China Telecom Corp. — are large,
healthy companies that are unlikely to default on their obligations. It noted,
however, that it has little bargaining power over those companies, and thus
must enter into agreements with them on less favorable terms than it can
negotiate with other customers.

That power dynamic, Telestone says, is one reason for the
backlog of accounts receivables. The company also said in its SEC filings that
consolidation, restructuring and rapid growth in the Chinese telecommunications
industry is contributing to the delay in payments.

In response to questions submitted by Sharesleuth, Telestone
also noted that the nature of its business is an additional complication
because the branch offices of the Big 3 wireless companies are responsible for
approving projects and making payments – not the corporate headquarters.

“For Telestone to get paid after our project is completed
and approved, Big 3 Provincial offices “apply” for funds to pay for LAN (local area network) installation from Corporate,” Telestone said in a written reply to
Sharesleuth’s questions. “This is not as quick a process as we would like to
see as it adds several months to the actual payment of the invoice. Though we
invoice the local offices quickly and accordingly, by the time their
communication with corporate HQ is complete, several months have passed.”

CHINA MOBILE

China Mobile – Telestone’s biggest customer over the past
two years – said in its annual report with the SEC that it had no accounts
payable extending beyond 12 months, or 365 days. China Mobile provided $32.6
million of Telestone’s revenue last year and $16.7 million in 2008.

China Mobile said that more than three-quarters of its
payables to suppliers and other parties were due within one month, and that
more than 90 percent were due within three months.

The company also said this: “All of the accounts payable are
expected to be settled within one year or are repayable on demand.” Thus,
China Mobile’s filing suggests that Telestone already should have been paid for
much of its 2009 work and all of the 2008 work.

China Mobile has billions of dollars of cash on its balance
sheet, indicating that the ability to pay suppliers is not a problem.

Sharesleuth sent China Mobile a list of questions about its
accounts payable and Telestone’s accounts receivable. Although the company’s
investor relations manager responded to our email, he did not answer the
questions.

CHINA UNICOM

Telestone got almost as much revenue from China Unicom in
the past two years as it did from China Mobile.

Together, the wireless companies accounted for roughly 90
percent of Telestone’s sales for that period.According to Telestone, China Unicom accounted for $32.7
million of its revenue in 2009, and $15 million in 2008.

China Unicom said in its annual filing with the SEC that
roughly 87 percent of its accounts payable at the end of 2009 were due within
six months, and that an additional 4.5 percent were due in six months to a
year. It said the remaining 8.5 percent were due in more than a year.

The filing showed that those percentages were little changed
from the previous year, indicating that even as China Unicom grew, the time
horizons for its payments to contractors, equipment suppliers and
telecommunications product vendors did not slip.

China Unicom did not respond to a list of questions
submitted by Sharesleuth.

Neither China Unicom nor China Mobile reported any
delinquencies in their accounts payables.

NEW  EXECUTIVES

Telestone has made three key executive appoints in recent
months. The company announced on May 12 that it had appointed Xiaoli Yu as its
new chief financial officer. She replaced Hong Li, who the company said stepped
down for personal reasons.

In the same press release, Telestone announced that
Vicente Liu had joined the company as vice president of finance. The company
said he previously worked for Oppenheimer & Co.’s investment banking
division and was China representative for Cowen & Co.’s Asian investment
banking unit.

Telestone said at the start of June that Guobin Pan, a
10-year company veteran, had been promoted to president. Daqing Han, chairman
and chief executive, noted that Pan’s extensive relationships with Chinese
wireless carriers and his management oversight and marketing efforts
contributed significantly to Telestone’s revenue growth over the past year. 

SEC filings show that Telestone had $10 million in cash at
the end of the first quarter, down from $11.2 at the start of the year. The
company had $5.85 million in debt, more than half of which was secured by
receivables, and has noted that it could tap additional credit if necessary.

Telestone filed a shelf registration in March covering the
potential sale of as much as $150 million in new stock or other securities.

FIRST U.S. NETWORK DEAL

Telestone announced Monday that it had received its first
local access network contract in the United States, for a wireless
communications system at a Houston hospital. It said in a press release that
the project would be worth $2 million and would be completed by the end of the
year.

But the head of Teleston’s American partner told Sharesleuth
that some information in the release might have been lost in translation.

The initial
phase of the contract – the only part that has been formally approved — is
worth roughly $200,000 in equipment sales for Telestone, said David Ballard,
owner of Quell corp., which specializes in cellular coverage systems for
hospitals, government buildings and other properties.

That first phase should be finished by the end of December,
Ballard said. The additional phases of the project would bring Telestone the
remaining $1.8 million in sales, but that work will not materialize until next
year, he said.

A RIVAL’S RECEIVABLES

Telestone is not alone in having large receivables balances
with China Mobile, China Unicom and China Telecom.

China GrenTech Corp. (Nasdaq: GRRF), one of Telestone’s
competitors in the Chinese wireless communications market, said in its latest
annual filing
with the SEC that it also had a large backlog of outstanding
bills with those three companies and their local affiliates.

China GrenTech had $234.8 million in revenue last year, up
more than 60 percent from the previous year. The company said it had $197.8
million in gross receivables and $130.7 million in net receivables. It noted
that it typically sells some of its receivables to Chinese banks to help
maintain its cash flow.

China GrenTech said its receivables turnover was averaging
292 days at the end of 2009, down from 469 days at the end of 2008. The company
said $113.4 million of its gross receivables had been outstanding for less than
a year. It said $34 million had been outstanding for one to two years, $34.7
million had been outstanding for two to three years, and $15.7 million had been
outstanding for more than three years.

The company said $91 million of its receivables had come due
under the terms of its contracts with customers, but had remained unpaid.

Unlike Telestone, China GrenTech’s stock has lost ground
over the past year, and is currently trading for a little over $2 a share.

Another of Telestone’s competitors, Comba Telecom Systems
Holdings Ltd.
(Pink Sheets: COBJF.PK), said its accounts receivable turnover
was 139 days at the end of last year, compared with 171 days at the end of
2008.

Telestone attributed the varying collection periods to
differing business models. 

“We have a longer accounts receivable turnover period than
our main competitors due to our revenue generated from a higher mix of system
integration products,” said Wanchang “Winnie” Hong, an assistant to
Telestone’s chief financial officer, in an email response to our questions. “Our
main competitors are more focused on equipment sales, which tend to have
shorter receivable turnover periods.”

TELESTONE’S
REVENUE MIX

Telestone’s revenue for 2009 consisted of $30.2 million in
equipment sales and $41.7 million from service agreements, primarily the creation of local area networks in office buildings to provide wireless access for computers, cell phones and PDAs. Its $71.9 million in
total sales was more than double the $35.3 million it reported for 2008.

Telestone’s net income — $12.5 million – was up 78 percent
from the previous year.

The company’s annual filing with the SEC showed that its
receivables at Dec. 31 were up nearly 50 percent from the end of 2008, when the
balance was $62.1 million.

Telestone noted in its earnings release for 2009 that it had
made progress on the accounts receivable front, cutting its days sales
outstanding to 358 days, from 553 days at the end of 2008. However, its average
for the first quarter of 2010 represented a sharp reversal.

Telestone’s gross receivables at the end of last year did
not include $6.17 million in allowances for doubtful accounts – a figure that
was up slightly from $5.78 million in allowances at the end of 2008.

In an investor presentation in February, Telestone provided
a snapshot of one of its contracts, a wireless communications system for an
office building in China’s Anhui province. It broke down the payment terms as
follows: 10 percent at the start of the contract, 60 percent at six months, 20
percent at nine months and 10 percent at 24 months, which marks the end of the
company’s warranty period.

That summary suggests that Telestone should receive at least
70 percent of the revenue owed under such contracts within six months, and
should have 90 percent of the total within nine months.

Telestone said in its annual SEC filing that most of its
receivables had a credit period of six to nine months. It added that roughlly 10
percent of the value of each service contract is not payable until the 24-month
warranty period expires.

QUARTERLY
FLUCTUATIONS

Although Telestone had just $11.1 million in revenue for the
first quarter, it nevertheless told investors to expect more than $129 million
in revenue for all of 2010. SEC filings show that for the past three years,
Telestone has booked roughly half of its annual revenue in the final quarter of
each year.

SEC filings show that the company reported $38.9 million in
revenue for the first nine months of 2009, and finished the year with $71.9
million. Similarly, it had $20.9 million in revenue through the first three quarters
of 2008, and ended that year with $35.3 million.