MIDL is no longer on the OTCBB page. I went to get the date of anticipation. I have highlighted the change. Now every shareholder has nothing to lose now.
July **, 1999
National Association Of Security Dealers
One Securities Centre, Suite 500
3490 Piedmont Road, NE
Atlanta, GA 30305
(404) 239-6100
Fax: (404) 237-9290
Attn.: Alan M. Wolper, Director
Ref.: Resumption of Trading of Midland, Inc.
Dear Alan,
I am a private investor with a large position in Midland, Inc. (OTC:BB: MIDL, MIDLP, MIDLW). For the record, I am the one personally responsible for receiving certain information on a Sunday over the phone from Dan Fisher, the ex-CEO, of which I acted upon immediately by informing the retained securities attorney of the company, Mark Pierce. I also stepped up as a volunteer (non-compensated) IR to answer phone calls while the CEO was being tracked down.
Though, I thought I was doing the right thing, I have suffered unbelievable financial losses and emotional stress. I did not realize that doing the right thing would be such a major hardship to my family and the shareholders of Midland, Inc. Apparently, no good deed shall go unpunished.
Waiting patiently for the anticipated trading of the stock for almost a year now, it has taken entirely to long. Also the ticker is no longer on the OTCBB site. I feel the shareholders of Midland, Inc. are getting treated unfairly after all they have been through and had to endure. However, the voices of Ex-CEO have stated on numerous occasions it would never trade again regardless of being in compliance. An excerpt of this is in a most recent quote from a post on line by a influenced ex-CEO voice: “I also posted that just because MIDL showed up on the "eligible for review" list did not mean it would trade again. “ This particular group of posters were also aware of what the SEC was about to do days before each SEC action took place like the subpoena I received and the halt.
The following is a basic historical outline of the stock that apparently NASD is refusing to allow to trade again:
1.) The SEC filings are current and in full compliance.
2.) All information for the events of what has happened has been fully disclosed
3.) The audit has been restructured after certain information was destroyed
4.) All warrants and stock of the different types of Midland securities that were wrongfully taken have been returned EXCEPT for those shares that were sold by Merrill Lynch. (appx. 46,000 shares of P stock according to the filings)
5.) Part of the money that was taken has also been returned but has been used to pay legal and accounting fees to get back in compliance.
6.) All the filings were up to date, a 15c211 was submitted to sponsor the stock and has been for some time now though it still has not come back trading.
I feel the following are the reasons for why Midland is not coming back to trade:
1.) Ex-CEO retained the services of Mark Pierce as the securities counsel for Midland after reverse merging into Midland. (Please note: Mark Pierce resigned from Midland after being named in a 52-broker sting by the SEC. By the way the alleged 10K of Midland stock that Mark Pierce is accused of issuing to a consultant was never issued according to the transfer agent at the time. None the less Ex-CEO picked a securities attorney that was a target of the SEC.)
2.) Ex-CEO was able to get Preferred stock issued to himself and affiliates through the transfer agent on just his signature and not a board resolution. ( Note: Dan changed transfer agents and was able to get a transfer agent (Signature Stock Transfer) to do exactly what he wanted. I am cognizant that the transfer agents come under the scrutiny of the DTC as was Dan)
3.) Ex-CEO took that stock and got in the elevator on the second floor, went down one floor then walked 40 feet to the right directly into the office of a local Merrill Lynch branch. (Dan, I feel, realized that Merrill Lynch is one of the largest Security Dealers. And has a lot of voting strength as a member of NASD.)
4.) This particular Merrill Lynch branch had to know Dan was the present CEO of Midland simply because they had been approached when Dan was trying to raise capital by issuing a stock offering. (This was according to management of Midland at the time of the offering)
5.) If Merrill Lynch followed the rules and regulations then this ex-CEO had to sign a form that stated he was not and had not been the CEO of Midland for at least 90 days. (I assume that a copy of the board resolution, resignation and news release would have accompanied that free trading Preferred stock)
6.) If the CEO had resigned then he would have had to do so in March, however, but in April and even May he was still the CEO and making news releases.
7.) Shortly after a forward split was announced on the Preferred Stock, the Preferred stock in the account of Merrill Lynch was sold into the market and thus cleared the DTC.
8.) The ex-CEO resigned the first week of June, so the stock in question should not have been sold into the market until 90 days from the date of the written resignation. The stock would not have been available to sell until the first week in September of 1998.
9.) Second week of June, the ex-CEO issued a news release stating he was still the CEO. Also It was later determined that the he did in fact resign first week of June
In summary, the ex-CEO retained a targeted securities attorney then a transfer agent to issue shares without proper board approval and finally Merrill Lynch to sell those unrestricted shares into the market for a current CEO.
I am cognizant that NASD has full uncontested power in the decision of what stock trades. So I would like to submit the following options to the NASD for your review and consideration in the decision of Midland trading again:
1.) I would be willing to surrender 10% of my personal holdings to assist in covering the short position Merrill Lynch may or may not have in this stock. I believe other shareholders would be willing to do the same thing. And/or
2.) I would like to have a shareholder meeting and put before the shareholder vote that we authorized sufficient stock to cover the Approx. 46,000-share short position that Merrill Lynch may or may not have on their books. However, this is not possible if the stock is not trading.
3.) Get shareholder approval that no further action will be taken in this matter.
I am cognizant that the NASD is suppose to protect the investors, however, I cannot see where Midland not being allowed to trade is protecting anyone or assisting anyone except for the people who did the wrongful deeds. The shareholders did nothing wrong but believe in the story and hold their positions.
I do not hold the NASD responsible for what I have been through nor do I expect anything except to voice my concern on why the NASD has not yet approved the 15c211. If NASD uses its influence, the stock will probably never get another security dealer to make a market in Midland. If that should happen, I feel that because Merrill Lynch was greatly responsible for the illegal shares coming into the market maybe they should do what is right and file a 15c211 to protect the interest of the shareholders.
However, I feel NASD has the power to do what is right. By letting Midland trade again you will be performing the ultimate proof that NASD is concerned for the shareholders and investors. The very people who played no part in these wrongful deeds thus not allowing the innocent shareholders to have to pay for the wrongful deeds of others.
I feel that getting an attorney to file a writ mandamous to get the NASD to follow the law would be premature which is why I am writing this letter. I also feel that a lawsuit against the Transfer Agent and Merrill Lynch for not complying with known rules and regulations is also premature at this time.
I hope you can appreciate the concern and dedication I have in this matter. I am also sending a copy of this concern to my congressman since I do not know what else to do.
Thank you for your time and consideration.
Sincerely,
Gary G. Swancey |
