COUNTRYBOB, DID YOU ALSO KNOW THAT I AM A HANDYTORIAN ALSO BESIDES THE THREADS XYBERTORIAN? THE WORLDS LEADING EXPERT.
DODI HANDY ALSO PROMOTED MEDICAL INDUSTRIES OF AMERICA WHICH CHANGED ITS NAME TO CYBERCARE. MICHAEL MORREL, JOHN MANION AND DODI HANDY A/K/A DODI ZIRKLE TRIED TO ACTUALLY BRING CONTINENTAL CAPITAL PUBLIC. EVEN THOUGH MICHAEL WAS A DIRECTOR OF CONTINENTAL CAPITAL THEY TOUTED MEDICAL INDISTRIES BY A VARIETY OF CROOKS AND SCAMMERS. HERE IS A GREAT STORY WHICH IS A MUST ABOUT THE MOB STOCK CYBERCARE.
A MUST READ FOR AVID XYBERNAUT INVESTORS.
Medical Industries changed its name to Cybercare, State Street became Stuart Taylor Financial which recommended a bogus report for saf-t-lok which Shalom Weiss Isaac Winehouse was involved in. Winehouse was also involved in mob stock SC&T. Taylor Stuart Financial recommended CYBR three times. lol 1 buy and two reiterations on business wire . Also see Jean Johnstone in the story below. Also see James Copeland S. G. R. MacMillan:
For the defence of serious criminal cases sgrm.com
Shalom Weiss controlled 2 million shares of Medical Industries of America. John Manion promoted it through insidewallstreet.com and Michael Morrell was a directer of Continental Capital & Equity according to the failed ipo attempt which can be found in SEC filings.
NASD CONTINUES TO LOOK THE OTHER WAY AS FRAUDSTERS BILK INVESTORS FOR MILLIONS
"James Copeland didn't know it. Nobody at SC&T could have dreamed it. But the almost unimaginable had come true: Copeland had put his company in the hands of the Mob".
S-3 for MEDICAL INDUSTRIES OF AMERICA INC filed on 4/16/99 5:17:00 PM
HOLDER OF STOCK OPTIONS,
WARRANTS AND CONVERTIBLE
SECURITIES UNDERLYING SHARES BEING REGISTERED
------------------------- ----------------------------------
Ben Adler 25,000
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Dr. Sheila Nagar 25,000
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Eugene Friedman 25,000
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Howard Schraub 25,000
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Julian Herskowitz 12,500
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Philip Gaines 25,000
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Ronald Nash 50,000
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Stanley Katz 12,500
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Alan Gibstein 15,000
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Cindy & Neil Doljin 15,000
----------------------------------------------------------------------
James Copeland/ Leslie Investments 20,000
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Jeff Levine 20,000
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Marvin D. Taylor 10,000
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Norman Swenson 10,000
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Quintin Villa 10,000
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Rona Gibstein 5,000
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Elliot Smith 5,334
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Gregg Smith 2,940
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Ken Rickel 3,226
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Patricia Oppito 11,500
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Roni Rogan 2,000
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Raquel Schraub 4,000
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Ronald Nash 11,000
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Alexander Gancia 48,000
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Corporate Builders 144,000
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Rene Eichenberger 48,000
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Mirkin & Woolf 100,000
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J.W. Genesis Financial Services
Capital Markets 100,000
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Sands Brothers & Co., LTD. 500,000
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Southeast Research Partners 150,000
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Dominion Capital Fund 50,010
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Sovereign Partners Limited Partnership 174,990
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Zakeni Limited 75,000
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Isaac Winehouse 125,000
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Sholom Weiss 125,000
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State Street Securities
350,000
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Dominion Capital Fund 495,263<
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Sovereign Partners Limited Partnership 1,841,196
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Zakeni Limited 848,159
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Jean Johnstone 10,000
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Robert Segarra 50,000
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17
PLAN OF DISTRIBUTION
The Company is registering the shares on behalf of the selling
shareholders, option, warrant and convertible security holders. "Selling
shareholders," as used in this prospectus, includes donees and pledgees selling
shares received from a named selling shareholder after the date of this
prospectus. The selling shareholders may offer their shares of our common stock
at various times in one or more of the following transactions:
========================================
Area Man's Ties To Companies Raises Questions
Shareholders in three south Palm Beach County companies have lost millions of dollars the past three years, and the
government is looking at the companies.
A key player in the three is Bradley T. Ray, 46, who was convicted in 1991 for lying to a federal grand jury in connection with his
indictment for bank fraud and racketeering charges in Washington state. The government is looking at him, too.
Federal securities law requires any felony conviction of an officer or director in the past five years to be disclosed to
shareholders. Ray isn't an officer or director of any of these companies.
Federal law also requires the dealings of anyone who controls a company - whether directly or indirectly - to be disclosed to
shareholders.
Ray says he doesn't control the companies.
But does he? That's a question regulators are trying to answer.
According to thousands of pages of public documents reviewed by The Palm Beach Post, Ray is barely mentioned by the three
companies - Churchill Technology, Medical Industries of America and Westmark Group Holdings. At best, the documents give
only a muddled picture.
For example, a Westmark document that mentions Ray's activity in the company has been changed five times and may be
changed again. In one version, investors are told Ray controls a private company that is Westmark's largest shareholder. In a
later version, Ray is portrayed as merely the man who controls the private company's debt.
The difference is key: If Ray legally controlled Westmark, shareholders would have to be told more about him under federal law.
As a senior debt holder, he can wield the same influence - but doesn't have to disclose it.
What the documents do show clearly is that Ray has been a highly paid consultant in at least one of the companies and that his
mother has had some dealings with two of them.
Ray, his attorney and his mother, Jean Johnstone, said they have followed the letter of the law in all disclosure requirements.
Indeed, it's management that ultimately is responsible for disclosing information to shareholders.
But in interviews with employees, management and some of Ray's associates, Ray is pointed to as the man behind these three
companies' deals. He also is perceived as having control of the companies: First, through his many loans made through private
companies; second, through his interest in a private company that is a large investor in a public one; third, through his mother
and associates that have peppered the boards and management.
Ray's attorney, Charles Chillingworth, says those perceptions are wrong.
"It's not always in Bradley's best interest to argue with people when people think Bradley has more control than he does," he
said.
Why would anyone care? If the three companies were growing in shareholder value, no one would. But despite the fact these
companies are in hot markets - health care and home mortgages - they've lost millions for shareholders.
Churchill Technology (OTC: CHUR, XX cents) is now a New York company, but it was in Delray Beach in March 1994 when Ray
signed a consulting contract. The company, which develops degradable compounds, closed as high as $2.50 a share in the first
quarter of that year. It now has 114.8 million shares outstanding and is in Chapter 11 bankruptcy proceedings.
Medical Industries of America (Nasdaq: MIOA, $XX) was known as Heart Labs of America when Ray, as part of a group,
bought an ownership interest in May 1995 in the Boynton Beach mobile cardiac catheterization company. When adjusted for
reverse splits, Medical Industries' stock traded for the equivalent of $60 a share around the time Ray became a consultant in fall
1995, says Bloomberg News. The stock climbed to a value of $82.50 on Nov. 27, 1995, before beginning its descent.
Westmark Group Holdings (Nasdaq: WGHI, XX cents) is a Delray Beach- based company whose main business is home
mortgages. In first-quarter 1994, when Ray first became involved, Westmark's stock traded for about $30 a share when
adjusted for reverse splits, says Bloomberg News. The stock never became that valuable again.
Ray and Chillingworth say not only does Ray not control these companies, but management usually doesn't listen to Ray's
advice.
But according to public and internal documents reviewed by The Post, Ray's involvement with the businesses was far closer
than that of most corporate outsiders, and most shareholders are none the wiser. Consider:
None of the public documents examined disclose that Norman Birmingham, the one-time president of both Medical Industries
and Westmark, used to be Ray's bookkeeper and did tax returns for him and his mother. In an interview, Ray admitted this
relationship but said he often disagreed with Birmingham and the two didn't get along.
Shareholders in Westmark and Medical Industries never were told in public filings that Michael Morrell, who has at one time or
another run all three companies, was a shareholder in a private company controlled by Ray and his mother.
Many board members have been associates or partners of Ray. Ray's mother was on Medical Industries' board. So were
business partners Edward Russo and Frank Dolney. Morrell and Birmingham have showed up on Medical Industries' and
Westmark's boards.
While these companies were losing millions, Ray was profiting from stock or cash or both, according to the companies'
documents.
At Medical Industries, where he was a consultant, his 50-month contract was worth $5,713 a month, or $285,650. But two
months after Ray signed it, the company paid him $306,000 by giving Ray 450,000 shares. Ray also received a $700,000
promissory note, in part for work he did on a deal, documents show.
Each of the companies Ray consulted for bought private companies in which Ray or his mother had an interest. In many cases,
the public companies later wrote down the deals and closed the acquired businesses.
For example, shortly after Ray and his mother bought large chunks of stock in Medical Industries, the company acquired
Technomed Inc., a company Ray and his mother had an interest in, they said. Ray's mother became chairman of the board of
the public company in summer 1995. Medical Industries later wrote off more than $5.1 million of the Technomed deal.
Ray and his mother argued such decisions were bad moves by the companies' management. Both said they were upset over
Medical Industries' decision to write off the investment and to close some companies it bought from them, including AR
Mediquest.
Medical Industries' accountants, McGladrey and Pullen, quit in June 1996, saying in an SEC document they couldn't get
management's claims to agree with company audits. They also couldn't agree with how certain transactions had been reflected
in the company's financial statements. Ray said the accountants' problems had nothing to do with him.
Investors reading documents of Westmark aren't told that Ray has more than $2 million in "cash and assets" personally invested
in Westmark and Medical Industries - something Ray told The Post in an interview. Ray said every time the company needs
money, management calls him and asks for it. He makes the loans through companies controlled by his attorney, Chillingworth,
he said.
Westmark denies Ray has any control over the company, and Harry Coolidge, Westmark's general counsel, said he didn't know
of any large loans Ray made to the company.
Regulators have been looking at Ray since 1991, government documents show.
But Ray said he works with the government, serving as an expert witness in federal cases and in at least one case, exposing a
fraud.
Ray's expertise in securities deals is indisputable. Of all the people interviewed for this story, Ray was one of only two who could
keep the deals straight without referring to documents or deferring to an attorney.
Even the companies' own officers aren't always clear on what happened when or how a deal was done. Medical Industries'
CEO, Morrell, said he had a heart attack and wasn't at the company for the first eight months of 1996. During that time, Medical
Industries did a $12 million offshore stock deal. Morrell wasn't clear on what happened to all the money; Ray said the proceeds
went toward fees, lawsuit settlements, debts and clinic start-ups.
Although Ray has active interests in the businesses, Chillingworth said, plenty of other people make the important decisions.
"It may not be Mr. Ray that's the problem, if there is a problem," Chillingworth said.
Ray's mother has a better answer for why so many people doing business with Ray have said he controls the companies.
"It's that terrible gremlin - greed."
Staff researchers Michelle Quigley, Amy Muscoplat, Barbara Gellis Shapiro contributed to this report.
Copyright ¸ Palm Beach Newspapers, Inc., 1997
Danielle Herubin, Palm Beach Post Staff Writer, Area Man's Ties To Companies Raises Questions., 06-29-1997. |
