New Information about TMRT Management:
The Truthseeker has obtained a copy of the Public Reprimand issued to Dominic Magliarditi by the Southern Nevada Disciplinary Board , issued October 23, 1998, (only 2 months before 2TheMart was created.):
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"To: Dominic Magliarditi, Esq.
...You (Dominic Magliarditi) should have withdrawn from your representation of Wildrose when the obvious conflicts of interest arose. Your conduct in this case is in violation of SCR157 ... Based on the forgoing you are hereby fined and publicly reprimanded for your actions."
Alas, Dominic Magliarditi has also been subject to several Private Reprimands:
"Southern 97-176-0204
Attorney A's conduct in this (case) was violative of SCRs 184 (Respect for Rights of third persons) and 203(4)(Misconduct)...Finally, Attorney A was found in contempt of the disciplinary hearing panel which heard this matter...based upon unprofessional comments directed at Assistant Bar
Counsel during the proceeding."
Northern N98-29-166
Attorney A was sanctioned by the Supreme Court of the State of Nevada for submitting an answering brief of extraordinarily poor quality, for impugning the character of the opposing party and recommending the court take action specifically for the purpose of embarrassing the opposing party...the Court referred this matter to the State Bar for review."
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Sounds like Magliarditi's legal work was about the same quality as his Form 10 for TMRT!
Looking at the Form 10, you will see the Magliarditi and Rebeil 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, thats 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 inthe Form 10 was material and non-public at the time? It is highly probable. Does this constitute insider trading? Find out at Exhibit 4
and Exhibit 5
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.
What about Dominic Magliarditi?
DOMINIC J. MAGLIARDITI has served as the President, Chief Operating Officer, Secretary, Chief Financial Officer, and a Director of the Company since January 1999. From February 1994 to December 1998, Mr. Magliarditi has been the Vice President, Secretary, General Counsel, and director of Gem Development Company, a real estate development company. Mr.Rebeil was a principal shareholder and director of Gem Development Company. Between March 1994 and October 1996, Mr. Magliarditi, was a principal shareholder and officer of Gem Gaming, Inc., which designed and developed hotel projects. During the same time period, Mr.Magliarditi was the General Counsel and director of Gem Homes, Inc., a Las Vegas, Nevada developer of residential properties. From 1988 to1994, Mr. Magliarditi practiced law in New York, New York and Las Vegas, Nevada, where he practiced primarily in the corporate and real estate areas.
Dominic appears to have forgotten about his public and private reprimands: his failure to obtain a Gaming License, his getting busted for cheating on his taxes, and the cheating of his old employer by under billing his buddy Steve R. If that?s not enough, Dominic Magliarditi, is also, according to the State of Nevada, unfit to be a director or officer of a public company.
Dominic also owns 8.5 million shares at 1/100 of a cent, but many of his are owned under DFM Holdings, which is an entity where he is the general partner. |
