Mr. Cavalry,
While Ms. Shell & Messrs. tonto, Forthright, Jhild and Mitchell were here trying to convince the world of the "scam" AZNT is, they completely neglected ASTG, a stock that has been beaten to a pulp by the likes of the Financial Internet Group, IWIC ( Messrs. Joe & Mario Lanza).
Those that are also RMIL shareholders will recall the significance of the Financial Internet Group. Mr. Ed Brody, who was an ex-employee of Alexis Intl./ Mr. Mike Zapara, was employed by FIG. I had spoken to Mr. Brody when he was an employee of FIG. I posted this long ago on the RMIL thread. Mr. Brody suggested strongly I buy Maesa , now MAKO. He was very interested on my feelings about S.I. and the role it played in my investment decisions. I did not buy MGMT on Mr. Brody's strong recommendation. The stock announced a 100:1 recerse split one week later. For fun, look at MAKO today, closely.
Mr. Brody was , whem employed by Mr. Zapara, the I.R. man for OVIS/RMIL. Though Mr. Brody was working for Mr. Zapara at Alexis, and Alexis shared office space with Mr. Dempsey Mork, Mr. Brody claims he had no idea who Mr. Mork was. Mr. Lanza made the very same claim, the recanted on the ASTG thread after some of his memory was stirred.
Mr.Zapara obtained shares illegally from AZNT. Alexis was hired to do I.R. for AZNT. Mr. Zapara was caught. Mr. Zapara was compensated in shares when Alexis was hired by OVIS. He allowed Mr. Mork to short OVIS/RMIL backed by his shares. We, en masse, called for our shares in Name, and OVIS stock went from $.19 to $ 4.26 a share in three weeks time. Mr. Zapara sold long and Mr. Mork's short was naked. Mr. Mork continued to short OVIS and went on his famous smear campaign of RMIL enlisting the assistance of many of the bashers we see now on the AZNT thread. Mr. Mork was also shorting AZNT. Which shares did Mr. Mork use to back his short? Mr. Zapara's again?, Mr. Charlie's ? Where does Mr. Marchese come in?
Quite awhile ago I posted how intimate these individuals appeared to be. I posted that FIG should be scrutinized closely, yet where was Messrs.Mitchell, tonto , Jhild and Forthright?, where was Ms Shell? They were here! They weren't attacking the criminals i.e; Zapara, etc., they were busy attacking AZNT principals and shareholders.
I believe close scrutinization of ASTG would be beneficial to all BB stock investors.
_________________________
To: Auditor (3548 )
From: Wes
Tuesday, Sep 8 1998 10:50PM ET
Reply # of 3602
Auditor:
Complaint, paragraphs 22-40:
22. Pursuant to the Agreement, IWIC and Lanza agreed to act as Plaintiff's
exclusive agent, financial advisor and fiduciary with respect to achieving
Plaintiff's business goals as described in Paragraph 18 hereinabove. In addition,
Lanza and IWIC also agreed that in their capacity as Plaintiff's exclusive agent,
financial advisor and fiduciary, they would perform the following services
(hereinafter "Duties"): (i) review and analyze all aspects of the Plaintiff's
operational and financial goals, and make recommendations concerning the
feasibility and achievement of such goals; (ii) make available to Plaintiff the
services of personnel with expertise in the successful completion of mergers and
acquisitions; (iii) meet and confer with the members of the Plaintiff's
management, including specifically the chief operating and financial officers of
Plaintiff's subsidiaries to assist in achieving maximum efficiency and synergy in
the process of consolidating subsidiary operations; (iv) provide Plaintiff, and its
subsidiaries, with the services of personnel for the purpose of registering
Plaintiff's securities with the U.S. Securities and Exchange Commission and
similar state agencies; (v) listing Plaintiff's securities for exchange trading; (vi)
establishing and maintaining corporate books and records necessary to meet
various federal and state legal requirements; (vii) facilitating, in every respect,
meetings of Plaintiff's stockholders and the boards of directors of Plaintiff and its
subsidiaries; (viii) arrange for and supervise the conduct of Plaintiff's annual
audit; (ix) prepare, file and distribute proxy material in connection with Plaintiff's
Annual Meeting of Stockholders; (x) prepare, publish and distribute Plaintiff's
Annual Report; (xi) assist Plaintiff in all third party financing, including without
limitation, obtaining bridge financing, placing direct investment offerings (private
placements) and other similar tasks utilizing its network to identify all available
sources of funding, as well as the firms and brokers interested in participating, to
interview and evaluate those firms or brokers selected by Plaintiff, upon the
recommendation of the Consultant, as possible participants; (xii) schedule and
conduct, with the direction and assistance of Plaintiff's management, the
necessary negotiating conferences; and (xiii) undertake and conduct thorough due
diligence and, to obtain the required approvals, necessary for those firms to
participate.
23. In consideration of IWIC and Lanza's promises to fully and faithfully perform
the Duties and to act in the manner described in Paragraph 22 hereinabove and
pursuant to the Agreement, Plaintiff agreed to pay and did pay IWIC and Lanza
$95,000 in cash and further agreed to deliver to IWIC and Lanza and did deliver
1,620,000 shares of Plaintiff's Series B Preferred Stock. Pursuant to the
Agreement, Plaintiff additionally agreed to pay to Lanza and IWIC a 5%
commission on any mergers, acquisitions or similar transactions brought by IWIC
and Lanza to Plaintiff that was consummated.
24. Since the Company did not yet have a series of preferred stock designated as
"Series B Preferred Stock" authorized on the date of the Agreement, such
Agreement provided that when authorized, IWIC would have the option to receive
1,620,000 shares of a series of convertible preferred stock to be designated as
"Series B Stock" which would have a stated value of $1.00 per share, carry an
annual cumulative dividend of not less than 10% and a right to convert each
share of Series B Stock into two (2) shares of the Company's common stock.
25. The consideration for the issuance of up to 1,620,000 shares of Series B Stock
was services to be performed over the term of the Agreement.
26. Approximately one month after entering into the Agreement, IWIC, doing
business as Indian Wells Merchant Bank Corp., for its own account and not for
the benefit of Plaintiff, entered into a separate agreement with James W. Truher
(the "Truher Agreement") to acquire 100% of SelecTel Corporation, a California
corporation ("SelecTel"), in exchange for 1,000,000 shares of Plaintiff's Common
Stock and 375,000 shares of Plaintiff's Series B Stock (the Series B Stock had not
been authorized on this date).
27. In or about September 1, 1995, IWIC and Lanza, in their capacities as
financial advisors and fiduciaries to and agents of Plaintiff, represented to
Plaintiff that they had located a business named SelecTel, conducted a due
diligence investigation of SelecTel, and that Plaintiff should acquire SelecTel
because SelecTel was a good candidate to allow Plaintiff to accomplish its
business goals as described in Paragraph 18 above.
28. With respect to the recommended acquisition of SelecTel by Plaintiff, IWIC
and Lanza further represented to Plaintiff that said Defendants would negotiate
the terms of the proposed transaction with SelecTel on behalf of Plaintiff and
would thereby obtain the best deal at arm's length and for fair value for Plaintiff's
benefit. Plaintiff reposed trust and confidence in IWIC and Lanza and relied on
their representations as its financial advisor and fiduciary, to negotiate solely in
Plaintiff's best interest and not to engage in self-dealing.
29. On or about September 8, 1995, based on the representations of IWIC and
Lanza that they had negotiated the best and most beneficial terms upon which
Plaintiff could and should acquire SelecTel, Plaintiff, entered into an Agreement
for Purchase and Sale of Stock (hereinafter the "Purchase Agreement") with
IWIC whereby Plaintiff acquired 70% of the equity securities of SelecTel from
IWIC in exchange for Plaintiff providing IWIC and Lanza with the following: (a)
1,000,000 shares of Common Stock; (b) issuance to IWIC, when authorized, of
1,000,000 shares of the Company's Series B Preferred Stock; and (c) execution
and delivery by the Company to IWIC of a demand promissory note (the "IWIC
Note") in the principal amount of $1,500,000, with interest at the rate of 9.0% per
annum. The IWIC Note was convertible into a combination of securities from
Plaintiff consisting of (i) an additional 1,200,000 shares of Series A Convertible
Preferred Stock (the "Series A Stock); and (ii) 700,000 additional shares of Series
B Convertible Preferred Stock. Pursuant to the Purchase Agreement, Plaintiff
paid and/or provided said Defendants with the above-specified consideration.
30. At the time of the Purchase Agreement and continuously thereafter, Lanza
and IWIC concealed and failed to disclose that the consideration Plaintiff paid
Lanza and IWIC for 70% of SelecTel under the Purchase Agreement was
substantially greater than the consideration Lanza and IWIC had paid to purchase
100% of SelecTel and that Lanza and IWIC had thereby realized a substantial
secret profit at the expense of Plaintiff when the Purchase Agreement was
consummated.
31. Immediately after the consummation of the Stock Purchase Agreement, IWIC
and Lanza transferred 1,000,000 shares of Plaintiff's Common Stock and 375,000
shares of Plaintiff's Series B Stock to Truher. IWIC and Lanza retained the
balance of the consideration paid to them by Plaintiff for 70% of SelecTel for
their own benefit and financial gain.
32. On October 31, 1995, the IWIC Note was converted by IWIC into 1,200,000
shares of Plaintiff's Series A Stock and 700,000 shares of Plaintiff's Series B
Stock.
33. As of the date that Plaintiff became subject to the Exchange Act, IWIC and
Lanza, pursuant to the Agreement and Purchase Agreement owned and/or
controlled: (i) 1,200,000 shares of Plaintiff's Series A Stock, which were
convertible into approximately 2,016,807 shares of Plaintiff's Common Stock; (ii)
2,920,000 shares of Plaintiff's Series B Stock, which were convertible into
5,840,000 shares of Plaintiff's Common Stock; and (iii) at least 480,000 shares of
Plaintiff's Common Stock which IWIC and Lanza actually converted from the
Series B Stock and which IWIC and Lanza claimed to have earned pursuant to the
Agreement (collectively, the "Control Shares").
34. On or about August 1, 1996, approximately eleven months after Plaintiff
acquired 70% of SelecTel from IWIC and Lanza for a purchase price valued by
Plaintiff at approximately $3,400,000, IWIC and Lanza, in their capacities as
financial advisors and fiduciaries to and agents of Plaintiff, represented to
Plaintiff that they had located a business named Teletek, Inc. ("Teletek") a
Nevada corporation, that they had conducted a due diligence investigation of
Teletek and that Plaintiff and IWIC should sell all of their respective interest in
SelecTel to Teletek.
35. With respect to the recommended sale by Plaintiff of its interest of SelecTel to
Teletek, IWIC and Lanza further represented to Plaintiff that said Defendants
would negotiate the terms of the proposed transaction with Teletek on behalf of
Plaintiff and would thereby obtain the best deal at arm's length and for fair value
for Plaintiff's benefit. Plaintiff reposed trust and confidence in IWIC and Lanza
and relied on their representations, as its financial advisor and fiduciary, to
negotiate solely in Plaintiff's best interest and so as not to engage in self-dealing.
36. On or about August 14, 1996, based on the representations of IWIC and Lanza
that they had negotiated the best and most beneficial terms upon which Plaintiff
could and should sell SelecTel, Plaintiff entered into an agreement (the "Teletek
Agreement") with Teletek whereby Plaintiff would sell its interest in SelecTel to
Teletek in exchange for: (i) 130,000 restricted shares of Teletek common stock;
(ii) 60,000 shares of purportedly "free trading" Teletek stock; (iii) $270,000 cash;
(iv) a two-year 8% promissory note (the "Teletek Note") in the amount of
$300,000; (v) and prepayment of interest on the Teletek Note, totaling $48,000.
37. In March, 1997, a mere six months after the closing of the Teletek Agreement,
management of Teletek notified the Securities & Exchange Commission ("SEC")
that it had discovered certain irregularities in its accounting procedures. As a
result of this disclosure, the trading price of Teletek common stock decreased to
zero and trading was suspended. Accordingly, Plaintiff was forced to write off
virtually all of the value of its Teletek stock; Plaintiff received from Teletek only
$220,500 of the principal amount of the Teletek Note as payment in full of said
Teletek Note; and the 60,000 shares of free trading Teletek stock was retained by
IWIC. The economic loss to Plaintiff with respect to the purchase and subsequent
sale of SelecTel was at least $2,800,000.
38. On June 1, 1998, Plaintiff terminated the Agreement for cause on grounds,
including, but not limited to: Lanza and IWIC's taking and/or usurpation of
corporate opportunities; breach of fiduciary duty; Lanza and IWIC's failure to
perform the Duties; Lanza's presentation to Plaintiff of bills and demands for
payment for services either not contracted for by Plaintiff or not agreed to by
Plaintiff, or not actually performed by Lanza and IWIC, or allegedly performed
but not verifiable by IWIC; violations of securities regulations, including Section
16 of the Exchange Act of 1934; and for obtaining, through undue influence and
threats to an officer of Plaintiff, signatures on promissory notes for amounts not
due without the approval of Plaintiff's Board of Directors.
39. Plaintiff is now informed and believes and based thereon alleges that at or
about the time the Agreement was entered into, Lanza, J. Lanza, M. Lanza, 007,
IWIC and DOES 1 through 10 (collectively, the "Group"), and each of them,
secretly agreed and conspired among themselves (hereinafter "the Conspiracy"),
to arrange for the Entity Defendants to act as a secret hiding place where the
Group could stockpile and divert the Control Shares for the purpose of (1)
enabling Lanza and IWIC to circumvent both the reporting requirements of
Sections 13 and 16 of the Exchange Act and the selling limitations of Section 16
of the Exchange Act, and (2) enabling the Group to sell portions of the Control
Shares to the public for the Group's own personal financial and economic gain,
and by transferring portions of the Control Shares without valid exemptions from
securities registration requirements. Plaintiff is informed and believes and
thereupon alleges that at or about the time the Agreement was entered into,
Defendants Lanza, J. Lanza, M. Lanza, 007 and Does 1 through 10, and each of
them had actual knowledge of the planned tortious activity as alleged herein and
intended to engage, and did engage, in the planned tortious action. Said
Defendants, and each of them intended to aid, and did aid, in the tortious scheme
in which they participated. Plaintiff is informed and believes and thereupon
alleges that the Group continues to engage in acts which constitute part of their
tortious scheme, and that the last overt act of said Conspiracy has not yet
occurred.
40. Plaintiff is informed and believes and based thereon alleges that the Group
currently retains control over a substantial number of the Control Shares which
are registered in the name of various members of the Group and that the Group
has used and continues to use the Control Shares to control and manipulate, for
the Group's own economic benefit and advantage, the price of Plaintiff's stock in
the public market.
____________
RB |
