Looking at the Form 10, you will see left out some pretty important details about themselves. Here is an excerpt from the Form 10:
STEVEN W. REBEIL has served as the Chief Executive Officer, Chairman of the Board and a Director of the Company since January 1999. Since 1992, Mr. Rebeil has been the principal shareholder and Chairman of the Board of Directors of Gem Development Company, a real estate development company. From 1994-1997, Mr. Rebeil, was a principal and officer of Gem Gaming, Inc., which designed and developed hotel projects. From 1989 to 1996, Mr. Rebeil was a principal and officer of Gem Homes, Inc., a Las Vegas, Nevada developer of residential real estate properties. Between 1982 to 1989, Mr. Rebeil founded and managed R&R Landscaping, Inc., a Las Vegas area landscape maintenance and construction company.
Gosh, Steve appears to have forgotten about his failure to obtain a Gaming License, the IRS raid on his office by the CID Criminal Investigations Division of the IRS, investigation into how he funded his home, and, of course, the dispute with former business partner M. Lipshultz. He must have just absentmindedly left out the bit about the State of Nevada declaring him unfit to be a director or officer of a public company. One thing Steve did remember to do was to buy stock low and sell it high. In fact, according to the Form 10, Steve bought 8.5 million shares of TMRT stock at the bargain price of .001, that's right, 1/100th of a penny.
Now, Steve is a smart cookie, and he did not put all the stock in his name, some of the stock was put under PZ Holding. PZ Holding, according to the Form 10, is an entity where Steve is a general partner. PZ Holdings filing to sell 100,000 shares of stock recently, according to Bloomberg: FORM 144 FILED AT THE SECURITIES AND EXCHANGE COMMISSION ON 08/23/99 P Z HOLDINGS, AN OFFICER, DIRECTOR AND BENEFICIAL OWNER, OF 1818 W OCEANFRONT BLVD, NEWPORT BEACH, CA 92660, HAS FILED TO SELL 100,000 SHARES OF 2THEMART.COM INC [TMRT] THROUGH GOLDMAN SACHS & CO. CONTACT PHONE (949)-477-1200.
What is so significant about this? For one thing, it was done right before the Form 10 was to be filed. Did Steve Rebeil know what was in the Form 10 before the rest of the world? It is highly probable. Did he know that the information in the Form 10 was material and non-public at the time? It is highly probable. Does this constitute insider trading? Find out at sec.gov and sec.gov
Secondly, a few days before this Form 144 filing, according to the Form 10, TMRT entered into an unusual transaction with an existing, undisclosed, shareholder: On August 18, 1999, the Company entered into a short term note with a shareholder in the amount of $500,000. Under the terms of the note, the Company is obligated to pay interest in the amount of 12% per annum. Interest and principal is due on or before October 18, 1999. The loan is secured by 100,000 shares of the Common Stock of the Company. This means the shares were valued at $5.00 each, at a time when the market price of TMRT stock, according to Bloomberg, was $14.75. That is a discount given to an existing holder of 66%. Could this be the 100,000 shares of stock that PZ Holdings filed to sell?
Even more unusual is the trading activity that occurred on August 17th, 1999. According to Bloomberg a block of 99,000 shares was traded at $14.375, right at the end of the day. If these 99,000 shares went to the note holder, he would have a gain of $923,125. |
