mrbodine:
Here is a very comprehensive due diligence piece on IVEH
stockpatrol.com
I re-post excerpts below to memorialize the research
On February 12, 2001, 12,000 shares of Ives common stock were traded on the OTC Bulletin Board, closing at a price of 6 cents. Then, on February 15th, the day the Company announced its “ground-breaking” study, investors traded 4.152 million shares of Ives, and prices reached 55 cents before closing at 41 cents. The next day, February 16th, almost 4.5 million shares changed hands, with prices reaching 73 cents per share.
Company filed a Form S-8 to register 3 million shares that had been issued to a consultant identified as Robert Pierce of Reno, Nevada. Ives did not describe the consulting services that Mr. Pierce had rendered or attach a copy of any consulting agreement. As best we can determine, Mr. Pierce is not an officer, director or employee of the Company, and we have been unable to find any other reference to him, or to his consulting services, in the Company’s recent public filings.
Indeed, the Form S-8 suggests that those shares were not simply issued to Mr. Pierce in consideration for his consulting services. The Company states that the shares were “issued at the fair market value on the date of issuance as determined by the Board of Directors in lieu of bona fide services rendered and to be rendered.” The S-8 goes on to say that Mr. Pierce gave the Company a promissory note for $145,000, representing “the balance of the purchase price for the 3,000,000 shares of common stock.”
More details were provided in an Exhibit to the opinion letter submitted by the Company’s attorneys at the time of the S-8 filing. The attorneys, Slicker & Alberty, PC, explain that Pierce paid Ives .001 cent per share – representing the par value of the stock – and delivered a promissory note representing another 49 cents per share. That would make for a total purchase price of 50 cents per share – exactly the same as the price paid by Altea, Gata and TVP in connection with the first “draw-down” by Ives. Is this a mere coincidence?
The Company does not indicate the exact date shares were issued to Mr. Pierce. How then did the Company arrive at a price of 50 cents per share? Ives shares had not closed at prices as high as 50 cents since July 31, 2000, almost six months earlier. On the other hand, if Mr. Pierce was paying for the shares, exactly what did he receive for his unidentified consulting services? And why was an S-8 Registration Statement filed on his behalf, at a cost to the Company of $5,000? An S-8 Registration Statement is unique because shares become registered as soon as the form is filed with the SEC. But it is also limited in utility since it can only be used in connection with shares issued to certain categories of employees or consultants. So if Pierce is a consultant, what has he been doing – and why is he paying more than market value for the shares?
There is at least one more strange twist to the Pierce consulting shares. On March 2, 2001 the Company filed another S-8 – again registering 3 million shares for Pierce. Except for the new filing date the March 2nd S-8 was identical to the one that had been filed on January 18th. Had the Company simply refiled the Form S-8, and if so why? No further explanation accompanied the second filing.
In any event, it appears that Mr. Pierce may have been quite fortunate, even if he was required to pay that 50 cents a share and render the unspecified consulting services. After all, just one month after the initial S-8 was filed Ives issued its “T-Factor®” press releases and the value of those 3 million shares soared as high as $2.1 million. Of course, if he has not yet sold the shares he may not feel so fortunate now that the SEC has halted trading.
So who is Mr. Pierce? Without more information, it is difficult to determine. But consider this. On September 21, 2000 Infotopia (remember them?) issued 6,200,000 shares to a consultant identified only as Robert Pierce, "for consulting services for the World Wide Web and Internet projects." Those shares were registered on a Form S-8 filed by Infotopia’s attorneys – Bondy & Schloss. Infotopia did not provide an address for Robert Pierce, or any other information from which he might be further identified. Could it possibly be the same Robert Pierce who wound up receiving S-8 shares as a "consultant" to Ives less than four months later? Without more information, there is no way to be sure. But we can offer one other piece of information that could make it easier to track down Mr. Pierce. His address, as listed on the Form S-8, is the same as the address listed for Strategic Communications on the Ives website - 5190 Neil Rd., Suite 215, Reno, Nevada 89502. And Strategic Communications, as we pointed out above, has represented both Ives and Infotopia.
One thing seems clear. Pierce, Altea, Gata and TVP all received shares before the Company’s stock price soared in the wake of the publicity that attended the "T-Factor®" press releases. Were they among those sellers who accounted for the dramatic jump in share volume after February 12th? |
