If there are people out there that dont know or dont realize that Companies actually pay people to chat up their stocks they are dead wrong..There are hundreds of paid if not thousands who do nothing but contact obscure and pathetic little companies and in exchange for cash, stock or both agree to hype and pump up their stocks...........and disguise themselves as shareholders or act as regular folks talking up a stock..They usually are never caught and ghide behind multiple aliases amking tracking them more difficult......
Here is an actual ( VERY RARE --filing ) SEC doc. that outlines what an agreemnet like that would look like..Most of the time..these agreements are done with 3rd parties that are shareholders ..of teh Public Company so as to avoid making such a filing necessary......Typicall the largets shareholder wiull slice off a chunk of his stock with the intention of ..getting rthe value up on the remaining shares........The Internet is rife with scammers, and Im afraid that there is little anyone can do about it now......
We are forced to fight these battles on our own ..minute by minute and day by day..---------
February 1, 1999587 Connecticut AvenueP.O. Box 566Norwalk, CT 06854 0566Attn: Ronald A. DurandoRe: IP Equity Internet Investor CommunicationsDear Mr. Durando:We are extremely pleased to have been selected as your Internet InvestorCommunications agency. We look forward to working with you in the exciting andchallenging months ahead.This letter is to serve as our contract, and will summarize the arrangement under which we will develop for approval by you and implementation by us. A program for communication with your investors over the Internet A campaign to achieve your Internet public relations objectivesIn particular, our services will consist of some or all of the following, as wemay agree. FINANCIAL PUBLIC RELATIONS: We will work with you to create accurate coverage of your activities, in as favorable a light as is fair, by financial publications print and Internet media including our own electronically distributed newsletter and web site, Internet Stock News. Internet Stock News will be distributed a minimum of 48 times throughout the year and will provide weekly updates about your company including news headlines and hyperlinks to full press releases. NEWS MEDIA: We will work with you to prepare, and we will then disseminate, 10 company specific press releases devoted towards investor communications over Business Wire circuits as well as 12 press releases regarding your profile in Internet Stock News over Business Wire and 3 press releases regarding your profile in Internet Stock News via Internet News Bureau, The Investor's Business Daily, and IPO Monitor circuits and forms of Internet or print media. INTERNET PRESENCE: We will create a graphic company profile and report which will include your company's logo, a description of your company, industry comparisons, links to e-mail addresses and web sites, and investor relations information on our Internetstocknews.com web site. DISCUSSION BOARDS: We will use our best efforts to initiate and maintain discussion boards to facilitate online discussion of your company by and among persons knowledgeable about your company, your investors and interested members of the general public on the Silican Investor, FreeRealTime.com & Yahoo! web sites. In addition, we will create message boards for discussion of your company on our Internetstocknews.com web site when development is complete. We will also monitor message boards on a weekly basis for abnormal activities or rumors and report these items to you. CHAT: We, via our InternetStockNews editor or editors will be available monthly for a one-hour chat about our Featured Companies currently via the Yahoo! Chat system and on the Internetstocknews.com web site when development is completed. INDUSTRY CONTACTS: We will attempt to promote your company's products and services, if beneficial, to our industry contacts and other clients. PERSONAL RELATIONS: We will answer e-mail and phone calls from media and investment banking representatives as well as from retail investors and potential clientele regarding your company promptly and on an individual basis. INDEPENDENT ANALYSIS: We will figure out your valuation based on projected revenues, earnings, and share dilution when compared with competitors within your specific industry and report this information to you on a quarterly basis. STRATEGIC ADVISING: We will inform you of potential opportunities to expand and more efficiently operate your business with regards to advertising and strategic partnerships with other Internet commerce and content companies. A/V CORPORATE OVERVIEW: Working with one of our development affiliates, A/V Newswire, we will create an audio-visual corporate overview using Real Networks technology so that your company's story will be available for viewing online 24 hours a day, every day in a viewer-friendly format. Links to this production will be placed on our web site and in our news releases.As comparison for the services to be furnished by IP Equity, as described above, your company shall: Pay IP Equity $8000 five (5) days after signature of this letter. Pay IP Equity $12,000 on the date which is three (3) months after theEffective Date of this agreement. Pay IP Equity $12,000 on the date which is six (6) months after theEffective Date of this agreement. Pay IP Equity $12,000 on the date which is nine (9) months after theEffective Date of this agreement. Pay IP Equity $12,000 on the date which is one (1) year after theEffective Date of this agreement. Deliver certificates, registered in the name of IP Equity, Inc., aCalifornia Corporation, for 50,000 shares of your company's stock (subject to a Deliver a stock option, registered in the name of IP Equity, Inc., aCalifornia Corporation, to purchase 50,000 shares of your company's common stockat $2 per share, with an expiration date of March 1st, 2003 or later by March1st, 1999.Services beyond the scope of those described above, your company and IP Equitywill be subject to further agreement as to the nature and scope of the additional services, and as to the compensation for these additional services.In addition to the compensation described above, your company shall reimburse IP Equity for all out-of-pocket disbursements made in the performance of its duties under this agreement, including but not limited to subcontractors' charges, photocopying, postage, and long distance charges. Bills for work done on your company's behalf, by outside contractors, and ordered and supervised by IP Equity, will be subject to the standard supervision fee of 20%. Estimates of costs for such work will be presented to your company for approval prior to commitments or expenditures by IP Equity for significant amounts in excess of $500. Out-of-pocket projects estimated to exceed $5000 will require a 50% advance payment before commencement of work.Your company expressly understands, acknowledges and agrees that IP Equity relies on, and will rely on, your company and its employees and agents for the accuracy of information which your company and its employees and agents for the accuracy of information which your company provides to IP Equity and which IP Equity will be disseminating to the public. Accordingly, your company agrees to assume liability for, and agrees to indemnify, protect, save, defend, and hold harmless, IP Equity, its shareholders, directors, officers, and their respective agents, consultants, employees, successors, and assigns of, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses, including attorney's fees, which may be incurred by, imposed on, asserted against, or suffered by them relating to, or arising out of, errors, misstatements, or omissions in any information furnished by your company or by its employees or agents to IP Equity regarding your company including, but not limited to your company's financial position, business operation and prospects, management, revenues, earnings, forward looking statements or projections, government filings,and regulatory and/or governmental matters.This agreement supersedes all prior agreements or undertakings, contains all ofthe terms and conditions agreed upon by us, and it may be modified, or amended,only by an instrument in writing signed by each of us.This agreement shall be governed by, and construed in accordance with, the lawsof the State of California, United States of America, excluding any choice of law rules which may direct the application of the laws of any other jurisdiction . Any litigation relating to or arising out of, this Agreement must be tried andlitigated exclusively in the state or federal courts located in the County of San Diego, State of California, and such party consents to in personam jurisdiction in that state.The prevailing party in any litigation, arbitration, mediation, bankruptcy,insolvency or other proceeding ("Proceeding") arising out of, or relating to,this agreement shall be entitled to recover from the unsuccessful party allcosts, expenses (including expert witness and other fees and costs), and actualattorney's fees relating to, or arising out of (a) the Proceeding (whether or not the Proceeding proceeds to judgement), and (b) any post judgement or awardresulting from the Proceeding.This agreement is to be effective on IP Equity's receipt of the initial paymentnoted above, and this agreement shall continue in full force until it isterminated within 90 days advance written notice either by your company or by IPterminated within 90 days advance written notice either by your company or by IPEquity.To express your understanding of, and agreement to, the matters state above,please sign this facsimile and fax it back to us.If you have any questions regarding this agreement or concerning any facet of our work, please call us at your convenience. We look forward to working with you and enjoying a long and successful relationship.Sincerely,IP Equity, Inc.By: By: ChrisAgarwal, its President Ronald A. Durando, its PresidentIP Equity, Inc.4220 Camino TicinoSan Diego, CA 92122Ph: (619) 457-9780Fax: (619) 457-9784E-mail: info@ipequity.comThis Loan Agreement is made as of August 31, 1997 by and between JanifastHoldings, Ltd., hereinafter sometimes referred to as "Janifast" or "the Company", as Borrower, with offices located at 587 Connecticut Avenue, Norwalk, CT 06854 and mPhase Technologies Inc as Lender, hereinafter sometimes referred to as "mPhase", with an office and mailing address located at 587 Connecticut Avenue,Norwalk, CT 06854.WHEREAS, mPhase has agreed to advance the sum of $14,000 as a one year bridgeloan represented by a negotiable promissory note payable by Janifast, inaccordance with the terms and conditions of this loan agreement and a promissorynote, a copy of which is attached as "Exhibit A" to this Agreement;WHEREAS, the Board of Directors of Janifast has authorized the officers of theCompany to enter into this Loan Agreement, borrow the sum of $14,000 and to paythe consideration for this loan transaction that is detailed in this LoanAgreement;WHEREAS, Janifast has made preliminary arrangements to merge with a publiccompany whose shares are now trading on the NASDAQ OTC Bulletin Board;WHEREAS, it is anticipated that, upon completion of the merger with the existing public company, the total issued and outstanding shares of Janifast isanticipated to be approximately 5,300,000.NOW, THEREFORE, in consideration of the sum of Ten ($10.00) Dollars, lawful money of the United States, receipt of which is hereby acknowledged by mPhase, and the mutual covenants and agreement hereinafter set forth and other valuable consideration, the parties agree as follows:The representations contained in the "Whereas" clauses are deemed to beincorporated in and made an integral part of this Loan Agreement.Janifast hereby agrees to borrow the sum of $14,000 from mPhase at an interestrate of twelve (12%) percent per annum with interest to be paid semi-annually for a period of one year in accordance with the terms and conditions of a promissory note attached as Exhibit A to this Agreement, said loan transaction to be effective as of August 31, 1997.As consideration for the $14,000 loan advance, Janifast hereby agrees to pay all relevant costs and expenses required to close the loan transaction, including legal fees and such other costs as would be normal in such transactions. As additional consideration for the $14,000 bridge loan, the officers of theCompany hereby authorize at the request of mPhase, to convert said loan intoshares of Janifast equal to at least zero point nine six two five percent(0.9625%) of the total issued and outstanding shares of the Company subsequentto its merger with a public company, said shares to be Rule 144 restricted shares and the certificates representing said shares to bear and appropriate Rule 144 restrictive legend, and prior to any Rule 504 offering or other public offering. Janifast further agrees that, without cost to the lender, it will register thefirst thirty (30%) percent of the shares to which the $14,000 loan may beconverted or make arrangements with other Janifast shareholders to exchangethirty (30%) of the shares into which the loan may be converted with free trading shares. The holding period of the remaining seventy (70%) percent of the shares into which the loan may be converted shall be deemed to have started with the date of this Agreement.All notices due under this Agreement shall be in writing and be addressed to the parties at the addresses set forth at the head of this Agreement. The form of notice that will be deemed effective will be personal delivery, certified mail, return receipt requested and facsimile transmission showing a confirmed receipt by the person to whom the notice is addressed. This loan Agreement will be governed by the laws of the state of Delaware. Theparties further agree that the venue for any legal action taken to enforce thisAgreement shall be either the United States District Court for the District ofConnecticut, Stamford Division or the Superior Court of Connecticut,Stamford/Norwalk Judicial District.IN WITNESS WHEREOF, the parties have signed this Agreement as of the day, monthand year first set forth above.WITNESSETH: JANIFAST HOLDINGS, LTDAs BorrowerRobert H. Jaffe Kin Chung ChauSecretary PresidentmPHASE TECHNOLOGIES, INC.As LenderGustave DotoliChief Operating Officer |
