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being sued for $13.5 million
Internal Administrator
Posted: Friday, August 12, 2011
Joined: 10/12/2010
Posts: 5780


Posted: 1/27/2005 1:32:40 PM

By: Athena_Sword

I just found this message board and see many, many familiar names here. I am currently being sued by Advanced Optics (ADOT) for $13.5million for posts on Raging Bull. Primarily I posted excerpts of the company's SEC filing showing their association with convicted stock fraud felons. They also sued me in Nevada (where they are incorporated) and an ADOT stockholder, Isadore Gelman, sued me in Florida "for the benefit of ADOT". ADOT is closely connected to Laurus, Keshet et. al and the brothers Grin. I posted a PDF of a lawsuit that ADOT filed against Knightsbridge Capital (apparently now associated with Laurus) on my blog. Readers here might find it interesting. The very first day my blog was up I got 12 hits from the Caymen Islands. Since then there have been an unusual number of hits from Israel, Switzerland and Canada. These people really want me quiet which is why I'm getting louder and louder for my own protection.
http://www.athena-sword.org


Anonymous
Posted: Friday, August 12, 2011

Posted: 1/28/2005 2:24:18 AM

By: ALM Law reviews Zwebner v 'wolfblitzzer0'

At least the author below got the alias correct in her 'law' article.It is misspelled 'wolfblittzer0' in court filing.
Many readers here will see the paradox of Jessica M.Walker never once touching upon Zwebner and his offshore connections.Political connections as well if we are to believe his press releases using Israeli President Moshe Katzav to tout,in my opinion,his 'ucsy' penny stock shares.

And who else is out there to profit from this tout using Israeli President's name or say an Israeli Brigadiere General's name or a press release claiming Israeli Army Is testing the 'airwater machines' with eye to buying,or U.S.Army in Iraq has received a shipment of 'airwater machines' ? Or that the 'airwater machines' are being sent to tsunami victims and or providing substantial supplies of water to victims as we speak and requesting 'taxable donations' for that 'cause' on ucsy website while simultaneously using the tsunami to once again provide a tout angle for a press release ?

Well Amro for one would benefit,and is there a Batliner connection ?,at least a Lichtenstein connection ?,and Zwebner has his own offshore account for his share-money activities.And there is Celeste Trust and Esquire,which may have been Balmore Fund ?,and more.

And Alexander Walker the Endovasc 'transfer agent' is on UCSY board as he was involved with other Zwebner endeavors.How it is legal to be transfer agent and insider with shares to dump of so many penny stock scams,especially after he had been SEC employee,is beyond me.

Anyone conned into buying and holding 'ucsy' shares even since the 1000 to 1 'reverse split' followed by all too predictable insider dumping,reading the article below,would wonder if the author was speaking about the same Michael Zwebner.


Executive Faces Uphill Battle in His Suits Over Anonymous Web Attacks

Jessica M. Walker
Daily Business Review
01-28-2005

Like clockwork each day, someone who calls himself or herself Wolfblitzzer0 logs on to RagingBull.com, a stock-talk Internet message board, and posts slurs about Michael J. Zwebner, the chief executive of Miami Beach-based Universal Communication Systems.

Wolfblitzzer0's allegations have covered business practices, political conspiracies, and personal misdemeanors. In many posts, Wolfblitzzer0 accuses Zwebner of dirty business dealings and nefarious interactions with the Israeli government. One post accused Zwebner of claiming to keep kosher while secretly eating cheeseburgers, which are a Jewish dietary no-no because they combine meat and dairy.

Zwebner, who holds joint British-Israeli citizenship and splits his time between Tel Aviv and Miami Beach, has shown no tolerance for such cybersmearing. Since September 2003, Zwebner has aggressively fought back, filing five lawsuits in U.S. District Court in Miami in retaliation for comments on RagingBull.com, which is operated by Waltham, Mass.-based Internet network provider Lycos.

The five suits include a class action trademark case and a class action defamation case against Lycos, and a fraud suit and a libel suit against a variety of individual posters. He also filed a defamation claim against CNN, Turner Broadcasting and the real Wolf Blitzer, CNN's high-profile newsman, for failing to stop Wolfblitzzer0 from misappropriating Blitzer's name.

His latest suit, filed Jan. 19 in U.S. District Court in Miami, alleges that postings by Wolfblitzzer0 and other posters have damaged his reputation, driven down his company's share price and embarrassed him and his family.

Universal Communications Systems was founded by Zwebner in 2001. It began as a telecommunications company and recently branched out into developing a technology that extracts water vapor from air to make drinking water.

The lawsuit also accuses Lycos of an offense that could be criminally prosecuted -- cyberstalking. No criminal charges have been filed.

Zwebner's latest suit seeks to have messages about him and his company deleted, and to enjoin Lycos from posting any messages about him or Universal Communication Systems in the future.

Federal courts have been struggling to find a balance between a company's right to protect its reputation and the privacy and free speech rights of anonymous Internet posters since cybersmearing first became an issue in the late 1990s. Also at issue has been the liability of the Internet service provider in cases of online defamation. The courts have so far given Internet companies a great deal of protection.

Zwebner might be fighting an uphill battle on both fronts.

Zwebner's attorney, John H. Faro of Faro & Associates in Miami, sharply criticizes Internet network providers for what he considers their failure to police postings.

"My belief is these [providers] have done absolutely nothing," Faro said. "There is no control over these postings. They don't provide any means for enforcement of their registration policies."

Larry Stumpf, attorney for Lycos and a partner at Black Srebnick Kornspan & Stumpf in Miami, did not return calls seeking comment.

Zwebner's new suits are his most recent legal counterattack against Internet posters who besmirch his name online. He has filed a number of suits across the country against posters, who have been making derogatory comments about him since about 2000.

Faro acknowledged that Wolfblitzzer0's comments about Zwebner might go beyond a desire to manipulate the stock market. He said some of the posted hostility toward Zwebner could be related to "some business deals that didn't go forward." He didn't elaborate on those deals.

Unless Lycos is forced by the court to disclose who Wolfblitzzer0 is, confirming the identity of the poster would be virtually impossible.

Faro expects to uncover additional, similar causes of action against Lycos in the suit's discovery phase. He plans to eventually include other companies and chief executives who allegedly have been defamed on Lycos-operated Web sites.

The issue of cybersmearing publicly traded companies first surfaced in the late 1990s. Some posters are small-time traders seeking to manipulate the market by driving the price of a certain stock down so they can buy while it's low. The practice also is known as poop and scoop, or trash and cash.

The reverse of cybersmearing -- pump and dump -- occurs when Internet posters tout a certain stock in order to increase the price, then sell.

The Securities and Exchange Commission recognizes both practices as Internet fraud and warns that the most vulnerable companies are microcap companies, whose stocks are traded in small volume.

RagingBull.com is linked to Quote.com, a Lycos site that gives stock quotes and other objective data about publicly traded companies. RagingBull, however, is far from objective, and Lycos makes note of that in a disclaimer on the site.

To post on RagingBull, a user must register -- giving a name, location and e-mail address. Posters also must agree to a list of terms and conditions, which state that users who harm others or who violate the law can be terminated.

In Zwebner's defamation lawsuit filed this month, the cyberstalking claim is based on the allegation that Lycos has continually transmitted harassing communications about Zwebner and has allowed the practice to continue despite his repeated requests to stop them.

The trademark lawsuit, filed in July 2004, alleges that Lycos is using Universal Communication Systems Inc.'s trademarked name and stock ticker symbol without authorization, and in a way that is damaging to the company. Universal Communication Systems Inc.'s ticker symbol is UCSY.

Universal Communication System's net loss in its 2004 fiscal year was $3.5 million, compared with $2.3 million in 2003.

The suits allege that the Internet bashing of Zwebner has had an impact on the company's stock price. The share price has ranged from a low of a penny to about 19 cents during the last 52 weeks. At the end of 2004, before Wolfblitzzer0 made his or her appearance on RagingBull, the stock was at about 9 cents. On Thursday, it traded at 5 cents.

Wolfblitzzer0 -- or Wolfy, as he is called by his message board peers -- is the most recent in a string of posters spewing vitriol against Zwebner on RagingBull.

When Wolfblitzzer0 popped up on the Internet message board late last year, Zwebner contacted CNN, informing the Atlanta-based cable network of the similarity to Wolf Blitzer's name.

In the defamation suit against CNN, filed Jan. 7, Zwebner asserts that CNN and Wolf Blitzer should have acted to end the postings, since the name Wolf Blitzer was the proprietary interest of CNN and it therefore had an obligation to police its use. CNN has not yet filed a response to the allegations in the case, which is pending separately from the Lycos litigation.

Faro said the actual Wolf Blitzer is not believed to be the culprit. The posters likely are a handful of people "in the business of smearing people in the Web, posting under a number of different aliases," he said.

In at least four cases in other states, Zwebner has been able to track down the cybersmearers and has reached settlements with the individual posters.

In 2003, Zwebner won a $50,000 default judgment in U.S. District Court in Oregon against the John Does Anonymous Foundation, an Oregon-based nonprofit devoted to protecting online anonymity.

Zwebner had claimed that members of the organization were defaming him online. He filed the suit pro se, and requested $18 million in damages.

But putting a face to an online alias has proven to be difficult for plaintiffs like Zwebner. Both the anonymous posters and the Internet network providers often strenuously resist the disclosure of private information.

In Zwebner's first foray into federal court in Miami, Lycos' refusal to disclose its users' names and Internet service provider addresses led to the case being dismissed. In September 2003, Zwebner filed a pro se slander, libel and defamation suit against John Doe defendants, only identified by their online aliases. He then attempted to subpoena the John Does, filing a motion to compel Lycos to disclose the identities of about 85 of its message board posters.

The John Does were represented by L. Van Stillman, a former Delray Beach attorney who was disbarred after pleading guilty in 2003 to SEC charges that he was involved in a pump-and-dump scheme. Stillman could not be reached for comment.

Attorneys for Lycos and Stillman filed motions to quash the subpoenas, claiming privacy and First Amendment rights trumped any claim Zwebner may have against the defendants.

Lycos cited numerous federal court decisions that came down on the side of the anonymous posters, including Doe v. 2themart.com Inc., a 2001 decision out of Washington state that allowed a pseudonymous message board poster to retain his or her anonymity.

"The Internet is a truly democratic forum for communication," the court wrote in its opinion. "It allows for the free exchange of ideas at an unprecedented speed and scale. For this reason, the constitutional rights of Internet users, including the First Amendment right to speak anonymously, must be carefully safeguarded."

The onus has been on the companies to prove that the harm they have suffered outweighs the posters' right to free speech and privacy.

In McIntyre v. the Ohio Elections Commission, the U.S. Supreme Court gave anonymous free speech special protection, writing: "the right to remain anonymous may be abused when it shields fraudulent conduct. But ... our society accords greater weight to the value of free speech than to the dangers of its misuse."

Zwebner learned that lesson the hard way, after filing a pro se defamation case against the John Does. U.S. District Judge K. Michael Moore in Miami ruled in favor of the defendants, quashing the subpoenas. Zwebner's case then was dismissed due to his inability to identify any of the posters.

After the loss, Zwebner retained Faro and filed the four suits currently pending in federal court in Miami.

Lycos is trying to have the trademark case moved to federal court in Massachusetts. It has not yet filed a response to the latest suit Zwebner filed against it.

While the federal courts have tended to protect the confidential of John Does in cybersmearing cases, Florida's 3rd District Court of Appeal in Miami took a position against anonymous cybersmearing in a 2000 case, Hvide v. Doe.

The 3rd DCA rejected the anonymous posters' claim to protection under the First Amendment.

http://www.law.com/jsp/article.jsp?id=1106573739960


Anonymous
Posted: Friday, August 12, 2011

Posted: 1/27/2005 6:47:21 PM

By: Zwebner's 'UCSY' sues CNN,Wolf Blitzer,et.al. for $100 million.

Yes this penny stock claiming to provide water from the air for U.S.Army,Israeli Military,tsunami victims,etc.,with factories in Brazil,Israel,China,and Florida or Nevada for all I know,is sueing not only ragingbull's Lycos but also Wolf Blitzer and CNN BECAUSE SOMEONE IS POSTING ON THE RB MESSAGE BOARD UNDER ALIAS 'wolfblitzzer0'!!!! Wolf Blitzer and CNN according to Zwebner have been negligent in detering this poster who is supposedly doing damage to 'UCSY' by his posts on ragingbull's 'UCSY' board !!! An $18 million litigation against a poster supposedly from San Diego has hasn't posted for a year or so is also being persued but in light of the $100 million claim against Wolf Blitzer and an ongoing $300 million claim against Lycos and ragingbull,this seems like small time.

Michael Zwebner's 'UCSY' also has or had debenture and death spiral deals with Celeste Trust and Esquire(which was Balmore Fund ?)etc.

Also Athena I perused your site and I appreciate what you're doing.


Universal Communication Systems, Inc., Together With Company Chairman, File Suit Against Turner Broadcasting System, CNN and Wolf Blitzer for $100 Million
E-mail or Print this story

14 January 2005, 12:15pm ET



. Universal Communication Systems, Inc. (OTC BB: UCSY) and company chairman Michael J. Zwebner announced today that they have filed a law suit against TURNER BROADCASTING SYSTEM, INC., CABLE NEWS NETWORK, INC. "CNN" and WOLF BLITZER for $100 million. The law suit has been filed in UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF FLORIDA. The law suit has been brought for defamation under Florida law.

MAKE A DONATION FOR AIRWATER MACHINES

Please visit our web site www.airwatercorp.com and make your donation, to assist us in sending even more AirWater machines to the stricken disaster areas.

About Universal Communication Systems, Inc.

For further detailed information, visit our web address: http://www.ucsy.com

About Millennium Electric TOU Limited

For further detailed information, visit our web address: http://www.millennium-electric-inc.com

Mentioned Last Change
UCSY 0.05 0.007dollars or (16.27%)
About AirWater Corporation

For further detailed information, visit our web address: http://www.airwatercorp.com

About Solar Style Inc.

For further detailed information, visit our web address: http://www.solarstyleinc.com

Safe Harbor:

Caution Concerning Forward-Looking Statements by Universal Communication Systems, Inc. This document includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations or beliefs, and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive, technological and/or regulatory factors, and factors affecting the integration of the businesses of Universal Communication Systems, Inc. More detailed information about these factors may be found in filings by Universal Communication Systems, Inc. with the Securities and Exchange Commission, including their most recent annual reports on Form 10-KSB and quarterly reports on Form 10-QSB. Universal Communication Systems, Inc. is under no obligation to, and expressly disclaim any such obligation to, update or alter their forward-looking statements, whether as a result of new information, future events, or otherwise.


--------------------------------------------------------------------------------

Distributed by Market Wire

Contact:
Rolando Sablon
Company: Universal Communication Systems, Inc., Miami Beach
Voice: 305-672-6344
Email: info@ucsy.com
URL: http://www.ucsy.com

E-mail this story Print this story


Universal Communication Systems, Inc., Together With Company Chairman, File Suit Against Turner Broadcasting System, CNN and Wolf Blitzer for $100 Million
E-mail or Print this story

14 January 2005, 12:15pm ET



. Universal Communication Systems, Inc. (OTC BB: UCSY) and company chairman Michael J. Zwebner announced today that they have filed a law suit against TURNER BROADCASTING SYSTEM, INC., CABLE NEWS NETWORK, INC. "CNN" and WOLF BLITZER for $100 million. The law suit has been filed in UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF FLORIDA. The law suit has been brought for defamation under Florida law.

MAKE A DONATION FOR AIRWATER MACHINES

Please visit our web site www.airwatercorp.com and make your donation, to assist us in sending even more AirWater machines to the stricken disaster areas.

About Universal Communication Systems, Inc.

For further detailed information, visit our web address: http://www.ucsy.com

About Millennium Electric TOU Limited

For further detailed information, visit our web address: http://www.millennium-electric-inc.com

Mentioned Last Change
UCSY 0.05 0.007dollars or (16.27%)
About AirWater Corporation

For further detailed information, visit our web address: http://www.airwatercorp.com

About Solar Style Inc.

For further detailed information, visit our web address: http://www.solarstyleinc.com

Safe Harbor:

Caution Concerning Forward-Looking Statements by Universal Communication Systems, Inc. This document includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations or beliefs, and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive, technological and/or regulatory factors, and factors affecting the integration of the businesses of Universal Communication Systems, Inc. More detailed information about these factors may be found in filings by Universal Communication Systems, Inc. with the Securities and Exchange Commission, including their most recent annual reports on Form 10-KSB and quarterly reports on Form 10-QSB. Universal Communication Systems, Inc. is under no obligation to, and expressly disclaim any such obligation to, update or alter their forward-looking statements, whether as a result of new information, future events, or otherwise.


--------------------------------------------------------------------------------

Distributed by Market Wire

Contact:
Rolando Sablon
Company: Universal Communication Systems, Inc., Miami Beach
Voice: 305-672-6344
Email: info@ucsy.com
URL: http://www.ucsy.com

E-mail this story Print this story


Anonymous
Posted: Friday, August 12, 2011

Posted: 1/27/2005 5:23:44 PM

By: Is one Keshhet Management??

Since you mentioned Grin brothers (or whatever their relationship), are you interested in Keshet Management??

That is an Isle of Man entity associated with David Grin. If so then I once pulled the corporate records for that one. Below is information from one filing.

Annual return of Keshet Management Limited on Nov. 5, 2001 has registered office of:

Ragnall House,
18 Peel Road
Douglas
Isle of Man
lMl 4LZ


Presented by:
Gentrex Corporate Services Limited
Ragnall House 18 Peel Road
Douglas Isle of Man lMl 4LZ


Directors of Company are:

Mr. John David Clarke
British nationality
Chartered Accountant
4 First Avenue
Glencrutchery Road
Douglas
Isle of Man

Mr. David Grin
Israel
Certified Public Accountant
Ibkoor 416/2 (?? - hard to read)
Tzfat
Israel

Mr. Ian Wrench
British
Accountant
2 Glen View
South Cape
Lavey
Isle of Man

While it is sometimes possible to find out who is associated with offshore entities, it seems difficult or impossible to find out the names of all individuals who benefit from the activity of an offshore entity.. For example, there is a Panama offshore entity that has funded a number of OTCBB stocks. Know the names of the signatories. Know information about the office location used in Switzerland and others usint the address in Switzerland. Know that the number for a Florida corporation once showed up on address information for the offshore entity. But don't know who benfitted from the activity of that offshore entity.

Another example, is the SEC action against Rhino Advisors. I think the SEC complaint covers the activities of Rhino and Badian. Think it even identifies Amro International as the client that benefitted from the activity of Rhino and Badian. But, I don't think it identified anyone behind Amro International.

Anyway, what offshore entities are you interested in??

Hunter


Anonymous
Posted: Friday, August 12, 2011

Posted: 1/27/2005 4:52:32 PM

By: Athena_Sword

I did not write that post, however ADOT has been extremely successful in making it look like I had some association with that poster. All of their exhibits use that poster's post. The flimsy way they create a "conspiracy" is that I replied to that particular poster on two occassions, once giving him contact information for the SEC in Salt Lake city along with the correct spelling of ADOT's CEO, and another one line post where I replied "way to go Inky, do you have RB email.eom" It was in reference to statements "Inky" posted about getting an attorney. And you're right, that particular poster is classic RB.

As for the SEC filings being too "tame". Not for this company which lists the like of convicted felons Allen Wolfson and his assorted companies, Hunter Adams, Jerome Wenger, and Max Tanner. The truth can be very unpleasant for a company with those kinds of associations as is posting excerpts from their filings that show they push the delivery date of their product out quarter after quarter, for 5 years now.

However, it is possible offshore connections that I'm trying to sort through that are the most interesting to me and that I'm trying to learn more about--which is why I'm here. Right now the only definite offshore connection that I see is with the Isle of Man, but I hope to learn more about how to identify possible disguised connections.


Anonymous
Posted: Friday, August 12, 2011

Posted: 1/27/2005 2:41:18 PM

By: Primarily SEC filings - hard to believe ....

I find it hard to believe your comment that you primarily posted SEC filings, especially at ragingbull. Couple of things -- I can't imagine any company suing someone for posting SEC filings and I can't imagine posters at ragingbull posting primarily SEC filings. SEC filings seems too tame and boring for ragingbull. Usually that is where posters trash the hell out of each other and companies.

One of the lawsuits posted at your site is a good example. Whether these posts were made by you or not them seem like good ole ragingbull type posts.

http://www.athena-sword.org/C5445781/E312687754/Media/Gelman%20v%20Blumenthal.PDF

'May you all die in fiery car crashes ...'

'Dear Mr. Robbina; you lying, cheating, thieving, swindling, FRAUD'
Suck My Azzzzz ...'

'DIE, YOU FREAKIN' FRAUD, DIE!!!'


I'll eat my hunting shoes if those comments came from SEC filings!!!!!!!

I think the only government action against either of the Grins was a case filed by the Insurance Commissioner of Delaware but in that case, I thought Eugene Grin and related people or entities got taken by Sholam Weiss. Please correct me if I'm wrong and here is link to some information on the case at the Asset Protection Book site.

http://www.apbook.com/FL_Williams-Grin_2002.htm


Good luck though. And, if you have any information on offshore entities at your site, especially with ties to Switzerland or Panama, please direct me to that information. Be interested to see what is posted.

Hunter


Anonymous
Posted: Friday, August 12, 2011

Posted: 1/29/2005 7:53:21 PM

By: Far right dealing in penny scams may be 'conspiracy', but fact.

Well I,nor do I believe the person who began this thread,said anything about Mossaad or Israeli intelligence involvement in penny stocks,but why is the idea posed as 'conspiracy' and thus something we should believe too wild to be true or be embarrassed to think about ?

Does this mean you do not believe Ollie North and Adnan Khasshoggi could ever have been in penny stock scams before ?,perhaps using them as a convenient money laundering source ?Is this too wild and 'conspiracy'-like to be true as well ?

Or what about the President of the United States and Harken penny stock scam. Is that a 'conspiracy' as well ?

These few examples don't seem 'conspiracy' to me in the sense of paranoia,only historic facts.What pattern I have seen is one of the SEC turning the other way although they could just be too busy.And I see a right wing international 'mafia' for lack of a different term that does indeed use penny stocks for money laundering and besides personal greed I would dare say to promote their own agenda which is more of the same.

I see them in Washington,D.C. in the form of Jamees Dale Davidson et.al. lobbying for their own corrupt economic agenda even though they don't pay taxes on their thievery anyway.Davidson's money like that of LOM's does not stay in the U.S. to even pay taxes on what he stole from defrauded investors in the U.S. penny stock scams he has pulled over the years.(Enough to employ a former CIA Chief and to finance the 'Clinton killed Vince Foster' politcal fraud).

So in that case one might say James Dale Davidson's penny stock fraud paid not only to have an ex-CIA Chief as his employee but to fund a psy-ops not different from his fraud penny stock promotions that almost had a Preidsent of the United States impeached and thrown out of office !!And to my knowledge Davidson has some connection to Steve Forbes who replaced Davidson as head of 'NATIONAL TAXPAYERS UNION'.
Conspiracy ?

Aside from the greed what is happening and has happened in penny stock land is not nice and dates back.No one has done the ultimate story.

And what I see is a far right loosely connected international elite who make use of their international moneyed status to rob naive Americans,Brits,Australians etc.and use that money to either support their life style or lobby and manipulate for more international corruption.Endovasc for example besides the Davidson connection was involved with Belladorgroup of Kuala Lumpur.Maybe they all intend to make amends and put any of their profits from defrauding Americans or others into safe and even benign investments,but those shares could have laundered fumnds for the next terrorist attack as well.Or the next political fraud. Conspiracy ?


Anonymous
Posted: Friday, August 12, 2011

Posted: 1/29/2005 2:15:04 AM

By: j - Best conspiracy theory I've heard ...

so far is that all of these Grin-ish pennytrash deals are money laundering operations for Mossad.

The only "evidence" for this I think is that David Grin is a reserve officer in the Israeli special forces (according to his bio at http://www.laurusfunds.com/team.asp) - ie, no evidence at all.

Actually, on balance I think I still prefer my theory that Jimmy Hoffa is alive and playing penny games with old Teamsters money.


Anonymous
Posted: Friday, August 12, 2011

Posted: 1/28/2005 9:02:59 PM

By: Alon Enterprises

Here is a little information stuck in a file. Intended to work my way through filings by all companies that mentioned Alon Enterprises but never did. One thing I did notice is that in the China Premium form it states Alon Enterprises is a BVI corporation while in the Plus Solutions form it states that Alon Enterprises is an Isle of Man Corporation. I'm not sure it is an Isle of Man corporation. At the Isle of Man Companies Registry site, I entered 'Alon Enterprises'. I didn't get any hits but I'm not sure if the search was done on old and/or new companies.
At the time I ran the search, I was having trouble accessing the site so not sure how accurate the results. Will try again tomorrow or you might want to give it a go. Also, you can get an account and pull company filings on Isle of Man corporation. They charge a reasonable price to pull company documents. Think it was $1:00 for each filing I pulled not too long ago. To get to the company search page just select Buy Company Documents in the top right hand of the main menu.

http://www.fsc.gov.im/pvi/pvi_fr.html

Search for: Company Name: Alon Enterprises

No Matches

+++++++++++++

From form filed by China Premium Food Corp – SB-2/A – On 8/29/00
Now Bravo Foods International Corp

NOTE: Link probably old
Link: http://www.sec.gov/Archives/edgar/data/1061029/0000910647-01-500055.txt
BENEFICIAL OWNERS

Austinvest Anstalt Balzers, is owned by Bank fur Arbeit und
Wirtschaft AG (B.A.W. A.G. Bank), Vienna, Austria. B.A.W. A.G. Bank is
involved in involved in banking services in Austria and Central Europe and
maintains strategic partners and alliances in the world's major financial
centers.

Esquire Trade & Finance Inc., is owned by Mr. Matithyahu Kaniel,
Israel. Esquire is an international investment entity.

Amro International, S.A., is owned by Mr. Mark Perkins, Monte Carlo,
Monaco. Mr. Perkins is a British citizen. Amro is an investment firm with
world wide interests.

Settondown Capital International, Ltd., is owned by Mr. Anthony
Inderriden, Nassau, Bahamas. Settondown is a financial advisor and
consulting firm, which assists small companies in obtaining financing
through the introduction of sophisticated financial sources.

Libra Finance, S.A. is owned by Mr. Rar Al Najjab, Hashemite Kingdom
of Jordan. Libra Finance is an international investment and financial
consultant entity. Among other investment activities, Libra advises
investors on financially assisting small companies in need of capital.

The Keshet Fund L.P. is a New York limited partnership, which is a
resident of and conducts its investment business from the Isle of Man,
United Kingdom. Keshet Management, Ltd., a U.K. Isle of Man corporation, is
the general partner. Mr. John Clarke is the Director of Keshet Management,
Ltd., and is responsible for the investment business of these entities.


Keshet L.P. is a British Virgin Island limited partnership, which is
a resident of and conducts its investment business from the Isle of Man,
United Kingdom. Keshet Management, Ltd., a U.K. Isle of Man corporation, is
the general partner. Mr. John Clarke is the Director of Keshet Management,
Ltd., and is responsible for the investment business of these entities.

Nesher Ltd. and Talbiya B. Investments Ltd. are U.K. Isle of Man
corporations owned by Mr. Abraham Grin, who is responsible for the
investment business of these entities.

Alon Enterprises Ltd. is a B.V.I. corporation owned by Mr. Shmuel
Lmakias, Jerusalem, Israel, who is responsible for the computer related and
investment business of this entity.

None of the selling shareholders or their beneficial owners are
broker-dealers or affiliates of our company.


++++++++++++++++

Osage Systems Group Inc – S-3 – On 10/26/00 – Ex-4.1

Osage Systems Group, Inc., 1661 E. Camelback Road, Suite 245, Phoenix, AZ 85016,
telecopier number: (602) 274-9154, with a copy by telecopier only to Buchanan
Ingersoll, 11 Penn Center, 14th Floor, 1835 Market Street, Philadelphia, PA
19103, Attn: Joseph Galda, Esq., telecopier number: (215) 665-8760, and (ii) if
to the Subscriber, to the name, address and telecopy number set forth on the
signature page hereto, with a copy by telecopier only to Grushko & Mittman,
P.C., 551 Fifth Avenue, Suite 1601, New York, New York 10176, telecopier number:
(212) 697-3575.

CELESTE TRUST REG. - Subscriber
C/o Trevisa-Treuhand-Anstalt
Landstrasse 8
Furstentums 9496
Balzers, Liechtenstein
Fax: 011-431-534-532895

ESQUIRE TRADE & FINANCE, INC. - Subscriber
Trident Chambers
P.O. Box 146
Road Town, Tortola, B.V.I.
Fax: 011-41-41-760-1031

THE KESHET FUND L.P. - Subscriber
135 West 50th Street, Suite 1700
New York, New York 10020
Fax: 212-541-4434

KESHET L.P. - Subscriber
Ragnall House
18 Peel Road
Douglas, Isle of Man
1M1 4L2, United Kingdom
Fax: 011-44-1624-661594

TALBIYA B. INVESTMENTS LTD. - Subscriber
Ragnall House
18 Peel Road
Douglas, Isle of Man
1M1 4L2, United Kingdom
Fax: 011-44-1624-661594

LIBRA FINANCE S.A.
P.O. Box 4603
Zurich, Switzerland
Fax: 011-411-201-6262

OTHERS USED ADDRESS
Balmore Funds S.A.
Libra Finance S.A.


ALON ENTERPRISES LTD
Ragnall House
18 Peel Road
Douglas, Isle of Man
1M1 4L2, United Kingdom
Fax: 011-44-1624-661594

++++++++++++++++

Plus Solutions Inc – SB-2/A – On 6/7/01

(4) The Keshet Fund, L.P., a New York limited partnership, is controlled by
Abraham Grin, through his control Keshet Management, Inc., its general partner
and an Isle of Man corporation.

(5) Keshet L.P., an Isle of Man limited partnership, is controlled by Abraham
Grin, through his control Keshet Management, Inc., its general partner and an
Isle of Man corporation.

(6) Talbiya B. Investments Ltd., an Isle of Man corporation, is controlled by
John Clarke, its Director.

(7) Nesher Ltd., an Isle of Man corporation, is controlled by John Clarke, its
Director.

( Alon Enterprises Ltd., an Isle of Man corporation, is controlled by John
Clarke, its Director.







Anonymous
Posted: Friday, August 12, 2011

Posted: 1/28/2005 11:38:45 AM

By: Athena_Sword

Interestingly, in that Stillman case you referenced, Eric Landis was also involved. Landis is listed ADOT's filings as receiving stock for services. I have a section on my blog about Landis that includes an informative post from RB poster ZIkZak about near daily phone contact with Landis. Another odd "co-incidence" is that the poster with whom ADOT has tried to build the case that I am associated, Inkogkneeetoe, threatend to poison ADOT management with anthrax. Anthrax must have a nice "ring" to it or something when it comes to P&D... or maybe threats.


Anonymous
Posted: Friday, August 12, 2011

Posted: 1/28/2005 11:17:48 AM

By: Athena_Sword

Those names are all very familiar as they are listed in ADOT's 7/13/01 SB2. Here are some other names that were mentioned in that same section of SB2 that either list the Peel Street address or are otherwise associated:

Alon Enterprises Ltd.
Ragnall House
18 Peel Road
Douglan, Isle of Man

Corporation that is beneficially owned by Shmuel Elmaklas

Triton Private Equities Fund, L.P.
225 North Market Street, Suite 220
Wichita, Kansas 87202

Limited partnership of which Triton Capital Management, L.L.C. is the
general partner. Triton Capital Management, L.L.C. is beneficially owned by
Samir A. Halim and John C. Tausche.

RFL Asset Management, LLC (5)
c/o Levinson Capital Management, LLC 3,157,395 3,157,395 0 0%
2 World Trade Center, Suite 1820
New York, New York 10048

Limited liability corporation that is beneficially owned by Sam Levinson.

Interesting, que no?


Anonymous
Posted: Friday, August 12, 2011

Posted: 1/28/2005 8:18:09 AM

By: fininv

FOR IMMEDIATE RELEASE
THURSDAY, DECEMBER 11, 2003
WWW.USDOJ.GOV
CRM
(202) 514-2008
TDD (202) 514-1888


ATTORNEY PLEADS GUILTY IN ANTHRAX-RELATED
‘PUMP AND DUMP’ SCHEME PROSECUTION




WASHINGTON, D.C. - Assistant Attorney General Christopher A. Wray of the Criminal Division announced today that a Florida attorney has pleaded guilty to conspiracy and securities fraud related to an anthrax-related “pump and dump” scheme.

Lewis Van Stillman, 55, of Delray Beach, Florida, pleaded guilty to one count of conspiracy and one count of securities fraud today at U.S. District Court in the District of Columbia. Stillman and several co-defendants were indicted by a federal grand jury on charges related to a securities fraud scheme involving a company called 2DoTrade, Inc. (TDOT).

The indictment, unsealed Sept. 30, 2003, alleged that the defendants fraudulently pumped up the price and volume of TDOT stock by engaging in aggressive and misleading promotional campaigns, including the issuance of several press releases and the dissemination of millions of spam e-mails and faxes that falsely claimed the company had contracts for various goods and commodities worth more than $300 million. In reality, the contracts were bogus. Later, in a renewed effort to fraudulently raise TDOT’s flagging stock price, the conspirators allegedly exploited the publicity generated by the October 2001 anthrax attacks by fraudulently claiming that TDOT had an anti-anthrax product.

TDOT was a Nevada corporation purportedly headquartered in British Columbia, Canada, and London, England. The common stock of 2DoTrade was registered with the U.S. Securities and Exchange Commission and was traded on the Over the Counter Bulletin Board, a quotation service operated by the NASD.

In his plea agreement, Stillman admitted serving as legal counsel who facilitated the process of taking TDOT public through a reverse merger with a shell company. Stillman admitted to conspiring to fraudulently promote and manipulate the stock of TDOT for personal benefit. He admitted to implementing a “lock-up” agreement that fraudulently restricted the public supply of TDOT stock in order to control and manipulate its price and volume. Stillman also admitted that in filings made with the Securities and Exchange Commission on behalf of TDOT, Stillman made false statements and material omissions that furthered the purpose of the conspiracy and the scheme to defraud.

Stillman faces a maximum penalty of 15 years in prison and a $1 million fine at sentencing, at a date to be determined later.

This case was investigated by the Fort Worth Regional Office of the Securities and Exchange Commission, and by the Federal Bureau of Investigation. The case was referred to the Fraud Section of the Criminal Division at the Justice Department by NASD. The case is being prosecuted by Department of Justice Trial Attorneys Raja Chatterjee and Dorothy McCuaig.


Anonymous
Posted: Friday, August 12, 2011

Posted: 1/31/2005 9:19:28 AM

By: Too far out there and too dismissive

I think some comments are too far out there (conspiracy theory kind of thing) and that the comments by jurisper are too dismissive.

It has been some time since I read the material on MJ Select but I didn't think it had so much to do with the operation of The Endeavor Fund as it did with the investment of MJ Select in funds, like Endeavor, that didn't follow the investment strategy presented in the MJ Select offering memorandum. Also thought the case had something to do with some guy named something like Michael Col... who knew about the differening investment strategies (MJ Select vs. Endeavor) but made investment decisions based of fee structures. Seems like some kind of introducing fee to funds like Endeavor. Anyway, I'm not sure the case helps much for those trying to decide if Endeavor operates in grey areas or some other areas.

We also have a couple of examples of funds that fell off the grey area scale. Rhino and Amro International and fake offshore entities used by Ari Parnes. Maybe in the end it will be a case by case basis to determine which offshore entities (or funds) operate in grey areas and those that don't. Or at least that would seem the case for offshore entities that fall under the microscope of the SEC or whose activities are revealed in a court case. Seems like we are just stuck wondering about others.

Will try to find share subscription agreement for some of offshore entities (oops, make that fake offshore entities) that I think were used by Ari Parnes related to the SEC case. Also will try to dig up a case related to introducing fees of a company that received funding from some offshore entities that have been discussed in this and other threads. I think those fees are a nice money maker for some offshore entities.

Hunter


Anonymous
Posted: Friday, August 12, 2011

Posted: 1/31/2005 12:25:09 AM

By: Tony - No offence, but big claims require ...

big evidence. I just think it's a lot easier to imagine some sharp operators looking to make quick easy bucks in grey areas, and some marks letting them do it - than any big complicated Mossad/CIA/Jimmy Hoffa conspiracy.

The interesting question in these offshore penny deals IMO has always been: where did the money come from? Waldock vs MJ Select Global in N. Illinois USDC is interesting for that (DM has a story here from last year). A bunch of not-so-sophisticated indiviudals, mainly in the mid West, claim they were suckered by middlemen into putting their money into Reg S etc funds run by Steve Hicks and Valentine. The fund managers themsleves don't seem to have any very serious allegations made against them (unjust enrichment I think is the worst)- just the middlemen, mainly a Chicago CPA (plus good ole Barry Herman and CITCO in there as well).

Dentists, not Mossad. It's boring, I know.


Anonymous
Posted: Friday, August 12, 2011

Posted: 1/30/2005 5:57:13 PM

By: stranger things have happened

As far as joking about a conspiracy theory with the Grins....stranger things have happened. Besides I thought only Abraham was an Israeli citizen. Why would David be serving in the Israeli military if he is an American? The citizenship status of the Grins is also a situation of Internet folklore.


Anonymous
Posted: Friday, August 12, 2011

Posted: 1/30/2005 5:40:47 PM

By: Athena_Sword

You're absolutely right, but it sure takes a toll on the person being sued, which of course is why they do it. They think they can wear me down. I put up some more interesting stuff on my blog about the court system's complicity in this nonsense.
Thanks for the support. It's the people who believe in this as much as I do that keeps me fighting on.
http://www.athena-sword.org


Anonymous
Posted: Friday, August 12, 2011

Posted: 1/30/2005 4:32:28 PM

By: Glengowrieinvestmentsltd

anyone can file suit, but only idiots, file a suit, for a case they cannot win,they have no case , shout as load and as far as you can, equal justice--I say.


Anonymous
Posted: Friday, August 12, 2011

Posted: 1/30/2005 9:17:35 AM

By: Adnan Khasshoggi - money laundering???

Your comments below make it seem like it is fact that Adnan Khasshoggi used penny stock(s) to launder money. While I'm aware of his involvement in Genesisintermedia, I wasn't aware that he had been charged with money laundering with regards to his involvement in any penny stocks. Do you have more information on money laundering charges? I do remember reading about past problems and some bank but can't remember if penny stocks were part of the picture.

Thanks,
Hunter

SEGMENT FROM YOUR POST

Does this mean you do not believe Ollie North and Adnan Khasshoggi could ever have been in penny stock scams before ?,perhaps using them as a convenient money laundering source ?Is this too wild and 'conspiracy'-like to be true as well ?

Or what about the President of the United States and Harken penny stock scam. Is that a 'conspiracy' as well ?

These few examples don't seem 'conspiracy' to me in the sense of paranoia,only historic facts.


Anonymous
Posted: Friday, August 12, 2011

Posted: 1/31/2005 11:24:57 AM

By: Fonix Corp - want those fees ...

Some offshore names (funds) that readers will recognize from Fonix filings are:

Dominion Capital Fund Ltd
Sovereign Partners LP
Canadian Advantage LP
Dominion Investment Fund LLC
Queen LLC
c/o Thomson Kernathan & Co

Endeavour Capital Management
14/14 Divrei Chaim Street
Jerusalem, Israel
Attn: Benny Stern

It isn't clear what additional investment funds, in addition to Southridge Capital Management LLC, that Clarke and Perpetual Growth thought they brouht to the table. But, case serves as a good example how some of these investment funds like those introducing fees (and trailing fees).

NOTE: Link may be old

http://www.kscourts.org/ca10/cases/2002/08/01-4051.htm

FONIX, a Delaware corporation,
Plaintiff - Appellee
v.

JOHN R. CLARKE and PERPETUAL GROWTH FUNDS ADVISORS, INC.,
Defendants - Appellants.

UTAH CASE
(D.C. No. 2:98-CV-801-K)
Filed: August 28, 2002
Before LUCERO, McKAY, and MURPHY, Circuit Judges.

I. INTRODUCTION
Appellants John Clarke and Perpetual Growth Funds Advisors, Inc. ("Perpetual Growth") appeal the district court's judgment in favor of appellee, Fonix Corporation ("Fonix"). The district court determined that the agreement between the parties did not require Fonix to pay appellants "trailing fees." We have jurisdiction under 28 U.S.C. § 1291 and affirm.

II. FACTS
Fonix designs and markets speech-recognition software. In the 1990s, Fonix had not been able to generate enough revenue through marketing of its software to pay operating expenses. To cover its costs, Fonix relied on the infusion of venture capital. Appellants help fledgling technology companies like Fonix locate investors.
In February 1998, an employee of Perpetual Growth contacted Roger Dudley, Fonix's Chief Financial Officer, to determine if Fonix was interested in locating investors. Dudley indicated Fonix was. The principal of Perpetual Growth, Clarke, contacted Dudley on February 25. Dudley and Clarke had a telephone conversation about Fonix's business and need for venture capital. They agreed that Clarke would begin to locate potential investors. At Clarke's behest, Dudley signed a written agreement to pay a commission to Clarke and Perpetual Growth for an investment in Fonix made by an investor located by Clarke. There is a dispute in the evidence whether Clarke and Dudley discussed the payment of a "trailing fee," a commission on any future investment made by an investor located by Clarke, or whether they limited the commission to that which was owed on the first investment.
After the conversation, Clarke personally typed the agreement and faxed it to Dudley. Dudley signed it and faxed it back. The agreement stated
Thank you for the recent conversation. We believe that we can successfully introduce Fonix Corp to an investor that will complete an investment not only meeting the terms, but the timing needs of Fonix as well. As with anything, money is a motivator and we believe motivation is the key to swift results.
We would like to agree to an introduction fee of 5% paid at closing of a financing between Fonix Corp and an investor that is a result of an introduction by Perpetual Growth Advisors, Inc.
We realize that this is a non-exclusive agreement and will only occur if the terms and conditions of the investment, and investor are accepted by Fonix Corp.
The district court determined that this February 25 written agreement was the only contract between the parties. Appellants do not contest this determination.
Soon after the contract was signed, Clarke located Stephen Hicks, president of Southridge Capital Management, L.L.C. and an advisor to several investment funds. Clarke set up several calls between Fonix and Hicks, which culminated in a financing agreement between Fonix and five investment funds ("the Funds"), two of which were directly advised by Hicks. That agreement specified that the Funds would purchase $10 million of Fonix stock. The agreement further provided that after sixty days the Funds would purchase an additional $10 million of Fonix stock if certain conditions relating to the value of the stock were met. These conditions were not met, and Fonix never received the second tranche of $10 million. Shortly after this agreement was finalized, Fonix, through Dudley, informed Clarke of the agreement. Clarke instructed Dudley to wire the five percent finder's fee on the $10 million investment, $500,000, to two separate bank accounts. At the end of the fax relating these instructions, Clarke wrote, "This wire will indicate there are no outstanding obligations between Fonix Corporation and Perpetual Growth Adivsors." Clarke received the $500,000 several days later.
In the months following the March 9 $10 million investment, Fonix entered into several agreements with other investors resulting in an additional $56 million of investments in Fonix. Appellants contend that all of these transactions came about through the introduction of Hicks to Fonix. Trailing fees were never paid to Appellants on any of these subsequent transactions.
Fonix brought this diversity action in federal district court in Utah. It sought a declaratory judgment that it had no duty under the February 25 fee agreement to pay a five percent fee on the transactions subsequent to the initial $10 million investment in March. Appellants counterclaimed for fees on these transactions. The district court held a two-day bench trial. At the conclusion of the trial, the court concluded that under Utah law the agreement was ambiguous. The district court determined that the extrinsic evidence offered by both sides conflicted and failed to clarify the agreement. It therefore resolved the ambiguities against the drafter, Appellants, and determined that the parties intended that Appellants would receive a five percent fee only on a single transaction following introduction of Fonix to an investor.
III. DISCUSSION
A. Standard of Review and Applicable Law
We review the district court's factual findings for clear error and its legal conclusions de novo. See Keys Youth Servs., Inc. v. City of Olathe, 248 F.3d 1267, 1274 (10th Cir. 2001). Both parties agree that Utah law applies. See Webco Indus., Inc. v. Thermatool Corp., 278 F.3d 1120, 1126 (10th Cir. 2002) (applying Michigan law after parties agreed to its applicability). Under Utah law, whether a contract is ambiguous is a legal question. See Winegar v. Froerer Corp., 813 P.2d 104, 108 (Utah 1991). If the contract is ambiguous, the question of the parties' intent, determined by examination of extrinsic evidence, is a factual question. See Peterson v. Sunrider Corp., 48 P.3d 918, 924 (Utah 2002). Thus, if we agree with the district court that the February 25 finder's fee agreement is ambiguous, we review for clear error its finding that the extrinsic evidence failed either to prove or disprove an intent to provide for trailing fees.
B. Ambiguity
Both parties agree that we should first examine the text of the agreement to determine ambiguity. See Cent. Fla. Invs., Inc. v. Parkwest Assocs., 40 P.3d 599, 605 (Utah 2002). As Fonix points out, much of the agreement is phrased in the singular. The first paragraph states "[w]e believe that we can successfully introduce Fonix Corp to an investor that will complete an investment." (emphasis added). The second paragraph sets a five percent introduction fee paid at "closing of a financing between Fonix Corp and an investor." (emphasis added). The third paragraph provides, "[w]e realize that this is a non-exclusive agreement and will only occur if the terms and conditions of the investment, and investor are accepted by Fonix Corp." (emphasis added). The wording indicates that the parties contemplated a single investor and a single investment.
Appellants point to some of the same language in the second paragraph, contending that "[w]e would like to agree to an introduction fee of 5% paid at closing of a financing" is open-ended. Appellants argue that the phrase does not specify a particular financing but indicates the parties intended to obligate Fonix to pay appellants five percent at the closing of any financing resulting from an introduction made by Clarke.
Both readings are plausible. Consequently, we agree with the district court that the agreement is ambiguous. See Dixon v. Pro Image, Inc., 987 P.2d 48, 52 (Utah 1999) (language is ambiguous if it "is reasonably capable of being understood in more than one sense" (quotation omitted)).
C. The Parties' Intent
According to Utah law, if an agreement is ambiguous it is appropriate to consider extrinsic evidence to discern the parties' intent. See Interwest Constr. v. Palmer, 923 P.2d 1350, 1359 (Utah 1996). In this case, Fonix offered substantial evidence that the parties intended that a finder's fee would be owed only on a single transaction. Fonix's CFO, Dudley, testified that Fonix did not intend to pay trailing fees and that he and Clarke never discussed trailing fees. Fonix also presented several agreements Fonix entered into with other finders. In all of those agreements, there is an explicit trailing fees provision. Finally, Fonix offered the testimony of Robert Miller, an individual with extensive experience in the investment field as an investor, advisor, and finder. He testified that trailing fees were rare in the industry and that the industry practice was to include a trailing fees provision in the finder's agreement if they were to be paid.(1)
Appellants offered the testimony of Clarke. Clarke testified that he and Dudley did discuss trailing fees and that Clarke had told Dudley that he was interested in locating an investor for Fonix who would provide multiple infusions of capital. Clarke admitted that the agreement could have been clearer and would have been if his secretary had typed up the agreement as she usually does.
Appellants also offered the testimony of Alan Zazoff, the managing director of an investment banking firm. Zazoff testified that he had acted as a finder many times. He testified that the standard industry practice is to pay trailing fees and that when a finder's agreement is silent, such fees are still generally paid. On cross-examination, however, he testified that he rarely worked directly with a company needing investment. Instead, another finder working with the company generally contacted him to locate investors. As such, he rarely had written agreements directly with the company, as Clarke did with Fonix. Zazoff conceded that whether that finder, and thus himself, would be paid trailing fees depended upon the specific contract between the finder and the company.
Appellants also presented the testimony of David Cace, a certified public accountant. The majority of Cace's testimony dealt with his review of Fonix's SEC filings. Cace reviewed the filings and determined which Fonix investors involved Stephen Hicks. The only testimony relevant to whether the agreement obligated Fonix to pay trailing fees was his discussion of a footnote to Fonix's 1998 10-K. He testified that footnote ten stated that Fonix had incurred finder's fees of $163,846 on a $3 million dollar investment made in June and August 1998, a few months after the $10 million dollar investment on which Fonix paid Clarke finder's fees. Hicks acted as an agent in the June/August transaction.
After viewing the record in the light most favorable to the district court's decision, we are unable to conclude that the district court clearly erred in finding that the extrinsic evidence conflicted and failed to clarify the parties' intentions. See Sanpete Water Conservancy Dist. v. Carbon Water Conservancy Dist., 226 F.3d 1170, 1178 (10th Cir. 2000) ("On appeal, we view the evidence in the light most favorable to the district court's ruling."). There was considerable disagreement between Zazoff and Miller, the two experts. Zazoff testified the standard of the industry was to pay trailing fees. Miller disagreed, testifying trailing fees were rare. The district court ultimately believed Miller's testimony, however, that the standard industry practice was to include a trailing fees provision in a contract if they were to be paid. The district court also had before it evidence that Fonix regularly included trailing fees provisions in finder's agreements when they were to be paid. Finally, the district court considered Dudley's testimony that he and Clarke never discussed trailing fees and that he never considered paying such fees. On the other hand, the footnote to the 1998 10-K tends to indicate Fonix did recognize a duty to pay trailing fees. Moreover, Clarke testified that he and Dudley did in fact discuss the payment of trailing fees.
In view of this conflicting evidence, the district court's finding that the extrinsic evidence failed to clarify the terms of the agreement does not leave us with a "definite and firm conviction that a mistake has been committed." Anderson v. City of Bessemer City, 470 U.S. 564, 573 (1985) (quotation omitted). The district court had three options. It could have found the extrinsic evidence supported Fonix's version of the agreement, appellants' version, or neither version. Any of these options were permissible based on the evidence, and therefore the district court's decision was not clearly wrong. See id. at 574.
IV. CONCLUSION
Having appropriately concluded that the extrinsic evidence failed to clarify the terms of the agreement, the district court properly interpreted the agreement against the drafter, Appellants. See Wilburn v. Interstate Elec., 748 P.2d 582, 585-86 (Utah Ct. App. 198. We therefore AFFIRM the judgment of the district court.
Entered for the Court
Michael R. Murphy
Circuit Judge

FOOTNOTES
Click footnote number to return to corresponding location in the text.
*.This order and judgment is not binding precedent, except under the doctrines of law of the case, res judicata, and collateral estoppel. The court generally disfavors the citation of orders and judgments; nevertheless, an order and judgment may be cited under the terms and conditions of 10th Cir. R. 36.3.

1. Appellants argue that Miller's testimony should have been excluded as unreliable under Daubert v. Merril Dow Pharm., Inc., 509 U.S. 579 (1993). They contend that Miller advised a fund that had invested in Fonix in the past and was thus biased. Appellants do not appear to have argued below that Miller's possible bias makes his testimony inherently unreliable and thus inadmissible under Daubert. We will thus not consider the argument.




Anonymous
Posted: Friday, August 12, 2011

Posted: 1/31/2005 10:18:51 AM

By: Some information Ari Parnes

Here is small segment of information on Ari Parnes. More can be found by spending a fair amount of time searching SEC forms but I'm not sure why anyone would do it unless you are interested in which public companies sold stock to the Parnes entities and what other offshore entities (funds??) invested in the same public companies.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
Litigation Release No. 16877 / January 31, 2001
Securities and Exchange Commission v. Ari Parnes, ADAR Equities, LLC, Shauel Seitler, Jacob Herman, Yezhak Dov Knoll, and Myron Raisman, 01 Civ. 0763 (LLS) (S.D.N.Y.)
COMMISSION CHARGES FORMER DATEK BROKER AND FOUR OTHERS WITH FRAUDULENT MANIPULATION SCHEME AND UNREGISTERED SALES OF IMMUNOGEN SECURITIES
SEC Also Charges Two Men in Second Fraud Involving Purchases of Bank IPO Shares
The Securities and Exchange Commission today filed a complaint in the U.S. District Court for the Southern District of New York against former Datek Securities broker Yezhak Dov Knoll, age 45, and four others - Ari Parnes, 39, his company ADAR Equities, LLC, and two ADAR employees, Shauel Seitler, 28, and Jacob Herman, 39 - for participating in a multi-million dollar fraud involving the unregistered sale of ImmunoGen, Inc. convertible debentures and common stock in 1995. Parnes, Herman and Knoll live in Brooklyn and Seitler lives in Monsey, New York. Neither Datek nor ImmunoGen, a Nasdaq-listed biopharmaceutical company based in Cambridge, Massachusetts, is charged with any wrongdoing.
The Commission's complaint makes the following allegations:
The ImmunoGen scheme had three components: First, Parnes, the principal architect of the scheme, and the other ADAR defendants arranged for ImmunoGen to issue $3.6 million of convertible debentures under Regulation S, which provides a safe harbor from the registration requirements of the Securities Act of 1933 for offers and sales of securities deemed to occur outside the United States. The debentures were nominally bought by five Panamanian companies with a post office box in Switzerland, but they were held by an attorney of Parnes's in New York and never left the United States.
Second, the ADAR defendants illegally sold short approximately 1.7 million shares of ImmunoGen in the U.S. market and used a variety of other manipulative techniques, including pre-arranged trading, "marking the close," and "piling on," to drive
ImmunoGen's stock price down. These trades were executed by Datek broker Knoll, who also executed illegal short sales in several of his own family's accounts. The short sales were illegal because, among other reasons, the defendants did not deliver much of the ImmunoGen stock they sold short for many weeks, and Knoll's firm Datek failed to buy or borrow ImmunoGen stock to cover the short sales.
Third, the ADAR defendants converted the Reg. S debentures into Immunogen common stock at a 25 percent discount to the market price - which they had artificially depressed - and then used the stock to cover their short positions. By doing so they illegally distributed the securities in the United States and produced millions of dollars of illegal profits.
The ADAR defendants are further charged with participating in fourteen private placements of the securities of eleven issuers other than ImmunoGen. In each of these transactions, the ADAR defendants illegally acted as securities brokers without registering with the SEC. They received placement fees totaling $1,087,218.50.
For their roles in the ImmunoGen fraud and the other private placements, the Commission's lawsuit charges Parnes, ADAR, Seitler, and Herman with violating Sections 7(f), 10(b) and 15(a) of the Securities Exchange Act of 1934, Rule 10b-5, and Sections 5 and 17(a) of the Securities Act. Knoll is charged with violating Section 10(b) of the Exchange Act, Rule 10b-5, and Sections 5 and 17(a) of the Securities Act for his participation in the ImmunoGen fraud.


IMMUNOGEN INC – 10-K – For 6/30/95

EX-10.27 For of 7% Subordinated Convertible Debenture

IMMUNOGEN, INC.
7% SUBORDINATED CONVERTIBLE DEBENTURE DUE July 31, 1996

THIS DEBENTURE is one of a duly authorized issue of Debentures of
IMMUNOGEN, INC., a corporation duly organized and existing under the laws of
the Commonwealth of Massachusetts (the "Company"), designated as its 7%
Convertible Debenture Due July 31, 1996.

FOR VALUE RECEIVED, the Company promises to pay to BARRAS INVESTMENTS
INC., the registered holder hereof (the "Holder"), the principal sum of THREE
HUNDRED FIFTY THOUSAND DOLLARS (US $350,000) on July 31, 1996 (the "Maturity
Date") and to pay interest on the principal sum outstanding from time to time
in arrears on July 31, 1996, at the rate of 7% per annum accruing from the date
of initial issuance.

DEBENTURE HOLDER

FTS Worldwide Corp
Euro Factors International Inc
Siata Holding Corp
Nepo Invest Trade
Barras Investments Inc

+++++++++++

Electrosource Inc – 10-Q – For 6/30/95

Ex.-4.8
This letter (the "Letter Agreement") will confirm the
understanding and agreement between ACM Advisors, organized under
the laws of Panama, with its principal executive offices located
at Birmensdorfer Strasse 140, CH08003, Zurich, Switzerland
("ACM") and Electrosource, Inc., a corporation organized under
the laws of the state of Delaware, with its principal executive
offices located at 3800 B Drossett Drive, Austin, Texas 78744
(the "Company") as follows:

This Letter Agreement is executed in reliance upon the
exemption from registration afforded by Regulation S
("Regulation S") as promulgated by the Securities and Exchange
Commission ("SEC"), under the Securities Act of 1933, as amended.
Capitalized terms used herein and not defined shall have the
meanings given to them in Regulation S.

Engagement. The Company hereby
engages ACM as the Company's distributor in connection with the
offshore offering of its warrants (the "Warrants") to purchase an
aggregate of 2,000,000 shares of the Company's common stock,
$0.10 par value per share (the "Common Stock"), substantially in
the forms attached as Exhibits B and C hereto. ACM hereby
accepts the engagement upon the terms and conditions set forth in
this agreement.
(b)
(b) Purchase of Warrants. ACM hereby
agrees to purchase the Warrants for U.S. $1.00 and other good and
valuable consideration.

(c) Offshore Distribution. As further
consideration for the Warrants, ACM hereby agrees to assist the
Company in distributing the Warrants offshore under the following
conditions:

(i) Offers and sales of the
Warrants by ACM will be made in accordance with
the Regulation S safe harbor exemption from
registration ("Regulation S") under the federal
Securities Act of 1933, as amended (the "Act").

(ii) Investors will be persons who
are not U.S. Persons (as defined in Regulation S).
ACM anticipates commencement of the offering on
the date hereof and a closing on July 26, 1995, or
such later date as is mutually agreed to by the
parties hereto.

If to ACM:

ACM Advisors
Birmensdorfer Strasse 140
CH08003
Zurich, Switzerland

Signed: ACM Equities
Title: President

NOTE: SAME ADDRESS USED IN SWITZERLAND BY FTS Worldwide Corporation and Euro Factors International (reference – HCOM filings)


Ex-4.9

Electrosource Inc

10% Convertible Debentures Due July 27, 1999

Holders

FTS Worldwide Corporation
Euro Factors International
Nepo Invest Trade


Anonymous
Posted: Friday, August 12, 2011

Posted: 1/31/2005 9:23:43 AM

By: As a sidenote - MJ Select

I did find these few notes stuck in a file from MJ Select Complaint. I didn't get too far with this exercise and didn't add comments from article by David Marchant so there is probably a lot more out there then these few comments.

+++++++++++++++

NOTES FROM FILE

M.J. Select Global, Ltd was open end investment company organized as a Bahamian company and illegally marketed and sold within the United States as hereinafter alleged.

Sold by various of the defendants using false, misleading and materially incomplete prospectuses and other written marketing material …

Proceeds of the fraudulent sales were misappropriated and secretly funneled through a series of foreign entities which were unregistered investment companies and then returned to the United States and illegally placed into illiquid long-term investments which violated the terms, conditions and investment limitation of the J.J. Select Global Ltd offering materials…

M.J. Select Global Ltd is and was an unregistered open-end investment company and mutual fund illegally operating in the United States by the solicitation and sale of investments shares based on false and materially misleading solicitations ….

Global Arbitrage Development is an unregistered open-end investment company/mutual fund which obtained and misappropriated plaintiffs’ investments in J.J. Select Global Ltd. Global Arbitrage Development has transacted business in the United States and this District, including but not limited to its investment in thee Atlanta Georgia investment funds known as The Endeavor Fund L.P.

Landmark Management S.A.M. operates and administers Global Arbitrage Development. Also invested funds in The Endeavor Fund L.P.

Dominion Capital Fund is an unregistered open-end investment company/mutual fund which obtained plaintiffs’ misappropriated investments in M.J. Select Global, Ltd.

Similar comments about Southridge Capital Management LLC

Trade in securities, security options, bonds, mutual funds and related investments applying a ‘market neutral’ trading approach

Trading Advisor to be Global Arbitrage Development Ltd

GAD strictly limits their trading activities to arbitrage type trades, or the simultaneous purchase of one instrument and sale of another which produces a locked in profit, with no risk of market direction (market neutral).

Statements were false, misleading and material incomplete because the funds of M.J. Select Global ltd were in fact intended to be and were in fact misappropriated to Dominion and placed in restricted Regulation D securities …

Dominion Private Placement Memorandum – ownership of shares is restricted to investors which are not U.S. persons and not more than 100 U.S. Persons which are Exempt Organizations ….

Dominion commenced trading in May 1996, and by May 31, 2000 it had assets of approximately $117 million of which approximately $80 million were the misappropriated funds of plaintiffs and other investors in M.J. Select Global Ltd

Southridge Capital Management LLC receives and/or controls all investments and trading for Dominion.

Dominion investments were used to purchase highly illiquid unregistered securities transferability of which are substantially restricted under Regulation D of the SEC.

On or about May 16, 1996, … Stephen Hicks signed a ‘Fee Sharing Agreement’ whereby it agreed to pay one-quarter of Commonwealth’s management and incentive fees to Sonic on funds greater than $500,000 introduced by Sonic to Dominion….

Fee Sharing Agreement was honored by Dominion, Southridge, Citgo, Lion, Livingstone, Sims, Pickett, Hicks and Herman, and hundreds of thousands of dollars in shared fees were paid to defendants Michael Coglianese, Gina Coglianese, GLC Services Corp, and Sonic for or at the instance of defendant Michael Coglianese.

The Fee Sharing Agreement was similar to other business arrangements entered into by Michael Coglianese, including his introduction of Global Arbitrage Development and another investment fund known as Millenium Fund to an Atlanta, Georgia investment fund known as The Endeavor Fund LP.

The Endeavor Fund was operated by a company known as Atlantic Investment Management LLC and its principal Thomas Baker.

Michael Coglianese knew from his direct involvement with the preparation of the offering memorandums for M.J. Select Global Ltd knew that M.J. Select Global Ltd investments were being and would be misappropriated and secretly transferred to Dominion ….



Anonymous
Posted: Friday, August 12, 2011

Posted: 2/8/2005 7:49:15 AM

By: Already noticed name in SEC filings

I had already noticed that there was a Susan Blumenthal mentioned in SEC filings. Also noted that a Susan Blumenthal filed suit against Biomoda in 2002. Also reviewed postings at the ragingbull message board. Didn't do any further checking to determine if all references were to the same Susan Blumenthal because I'm more interested in offshore entities than who is suing who and for what reasons.


Hunter







Anonymous
Posted: Friday, August 12, 2011

Posted: 2/7/2005 10:11:42 PM

By: doctorbobb

Mr. Hunter,

The "only" thing that your correspondent "forgot" to tell you is that she is an ex Biomoda (ADOT) employee... so you may be right to be suspicious of this being "only" about SEC filings.

see last sentence here: http://www.biomoda.com/Press/China%202%205%2001.html

and then see here: http://www.athena-sword.org/C1461777985/index.html

Note: ADOT may still be a scam... but this is no John Doe.


Anonymous
Posted: Friday, August 12, 2011

Posted: 2/1/2005 11:46:14 AM

By: nothing illegal & big $$$

You're absolutely right, some of these penny trash companies can lead people on for years constantly diluting, claiming some sort of "problem" going to market--including message board posters--like moi--"interferring" with their business and not do anything technically illegal. And then there is the toothless lapdog of Wall Street, the SEC with their recent $500 fine for some pumpers...big whoop. And they put out a litigation release like they'd actually done something. I sure don't see anybody on the horizon--except maybe Elliot Spitzer-- to take these ethically challenged thugs down anytime soon. Spitzer can't do it alone and nobody wants to upset the status quo.


Anonymous
Posted: Friday, August 12, 2011

Posted: 2/1/2005 6:59:01 AM

By: j - Probably doesn't help that much ...

for deciding whether Endeavour or the other funds crossed a legal line; but it does (like I said) give some data about where the money comes from in these deals.

On line-crossing: despite all the litigation against these funds (including Laurus, Hicks vehicles, Valentine vehicles etc etc) by various parties, hardly any of the cases have gone against them & most (I think) have been dismissed before going to trial.

Of course there are counter-examples: Rhino, Valentine. But the attempt to use these as a basis for other cases have been miserable failures - often due to the ineptitude of plaintiffs' attorneys, sure, but still ...

It still seems likely to me that most of these funds most of the time didn't need to do anything illegal to make large $$$$. They had the appallingly bad US OTC markets and lots and lots of pennystocks with spivvy management instead. But I could easily be wrong.

And on the other hand, it's interesting to see the attention being paid now to insider trading ahead of secondary issues on the exchanges - eg somebody finds out that company X is about to do a PIPE and shorts X's stock ahead of it.

A common feature of the various types of toxic pennytrash deals is said to have been shorting by the buyers of converts etc ahead of the announcement, or at least the announcement of all the details, of the convert deal; and shorting against equity line draw-downs, which were typically not announced at all.

If shorting ahead of larger-cap PIPEs is a no-no, shouldn't this stuff be also? (assuming it happens).


Anonymous
Posted: Friday, August 12, 2011

Posted: 1/31/2005 7:39:53 PM

By: Endeavour or Endeavor ,Mossad or dentists ?

This from alias 'rangerray' on rb's ucsy message board January 26,2005 when the accompanying UCSY press release was made about UCSY AND 'Endeavor Capital Investment Fund S.A.'

Regardless of the spelling is this the same Endeavor ? UCSY has made debenture deals with Amro and Celeste Funds and Esquire(Balmore Funds ?) that I know of as well.Is there a connection betweem them and Endeavor or are they all just Michael Zwebner's lenders of convenience ?

So dentists are boring ? Maybe Mossad is boring besides being maniacal,like CIA and KGB,ETC. Regardless of which ones pull your teeth it seems to hurt just the same.

hunter you should do a google search of 'khashoggi money laundering' and see if you find anything convincing.Personally I think penny stocks and money laundering go hand in hand by now.Ollie North was involved with Blinder I believe who was convicted and his penny business closed in the 1980's I believe.Also,besides any involvement with BCCI,North had his own offshore,perhaps i Costa Rica I believe.A google search of 'ollie north penny stocks' or 'money laundering' finds something.

But what defines money laundering legally ? Most often we think money laundering is just to hide drug money but I believe it is in hiding money even from taxes,no ? I may be wrong but I believe pump and dump penny stock operations are always illegal.It's just that the SEC nor anyone else does a thing about them,(supposedly too small for the SEC to bother with I guess).But the amount adds up as you know and that can just be excuse to look the other way.So if Khashoggi or anyone else were involved in a penny stock pump and dump would they not be guilty of money laundering,(even knowing the odds that the SEC WOULD ACT ARE PERHAPS SMALL) ?

ENDEAVOUR

Universal Communication Systems, Inc., Bond / Debenture Holder Converts $600,000 Being Half of Outstanding Debt at $ 0.50 per Share


MIAMI, FL, Jan. 26, 2005 (MARKET WIRE via COMTEX) -- Universal Communication Systems, Inc.(OTC BB: UCSY) company president Michael J Zwebner announced today that the company has successfully reached agreement with The Endeavor Capital
Investment Fund S.A , being one of the main remaining debenture holders to convert almost 50% of the outstanding debenture debt, a total of $600,000 for 50 cents per share. The company will now issue 1.2 million shares to close this
transaction.

In a statement issued today, Mr. Zwebner said: "In line with company policy of reducing outstanding debts, we are very pleased with this transaction. This cuts in half the amount remaining outstanding to The Endeavor Capital Investment Fund
S.A. We take this opportunity to thank the directors of the fund for their co-operation and final agreement."
-------------

Correct spelling ENDEAVOUR

Universal Communication Systems Inc · SB-2/A · On 12/15/0

The Endeavour Capital Investment Fund, S.A.

Cumberland House,
#27 Cumberland Street,
P.O. Box N-10818,
Nassau, New Providence, The Bahamas
Fax No.: 972-2-500-3318/9

Endeavour Capital Investment Fund SA · SC 13G · Universal Communication Systems Inc · On 5/24/1
Universal Communication Systems Inc · 8-K · For 3/29/1 · EX-4.3 · p. 6

/s/ The Endeavour Capital Investment Fund, S.A.
By: Barry Herman, President
/s/ Barry Herman
------------

APPARENTLY RELATED TO:


THE ENDEAVOUR CAPITAL MANAGEMENT FUND, S.A.
By: Endeavour Management, Inc.
By: Shmuli Margulies, President

c/o Endeavour Advisors, Ltd.
P.O.B. 57116
Jerusalem 91570

Endeavour Advisers Ltd.
P.O.B. 57116
Jerusalem 91570
Yirmeyahu St. 46/21
Jerusalem 94467
Israel
Attn: Shmuli Margulies
Facsimile No.: (972-2) 500-3318/9





(Voluntary Disclosure: Position- No Position; ST Rating- Strong Sell; LT Rating- Strong Sell)



 

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