Although my experience with mining stocks is limited to just observing ORXX, the similarities are uncanny. It seems to be common practice for officers to own or acquire rights to mines privately and then pay themselves huge amounts of money and stock from their publicly traded company as compensation. A lot of hoopla ensues as people get excited about the upcoming testing or production, then, poof, the company seems to abandon that mine and go on to another one, throwing more shares at the officer.
The short summary is that on 8/26/97 ABFG paid Sklar and his partner 3,000,000 shares of common stock (representing more than 1/3 of the entire company) for rights to the SAO mining perimeters that they eventually lost, yet never told shareholders this material event. ABFG's second mining purchase was on 6/19/98 where they again paid Sklar and partner 1,000,000 shares for property ABFG now calls "worthless", yet never told shareholders of this material event. On 5/19/99 ABFG made their third purchase, 4,500,000+ shares for Stones & Woods, by acquiring all the shares of Carlyle Consulting Group, the sole shareowner of S&W. The signee for S&W is Richard Doggett who just happens to be the Registered Agent for ABFG! Small world. I wonder who really owns the Carlyle Consulting Group.
Note that even though ABFG had lost the mining rights to its first two mines it never admitted this, to the best of my knowledge, until the Form 10. In fact, their web site at the time still had detailed information and pictures of their supposed properties. Even the paid touts like Marketpulse.com were told and wrote about the ABFG mines. See ragingbull.com.
From the Form 10:
The Company's first purchase occurred on the 26th day of August, 1997 when it acquired Ninety (90%) percent of the issued shares of SAO, a Corporation incorporated pursuant to the laws of the Democratic Republic of Madagascar. SAO
held interests in mining perimeters, which the Company believed to have reserves of sapphires and emeralds. The purchase price for the Ninety (90%) per cent share holding was payment of Three Million (3,000,000) pre-dividend Common Shares of the Company to Fulcrum Holdings of Australia Inc. ("Fulcrum") a Corporation incorporated pursuant to the laws of the State of Delaware, being one of the United States of America. Fulcrum was party to an Agreement with SAO and certain of the Shareholders of SAO whereby Fulcrum agreed to purchase Ninety (90%) percent of the issued and outstanding shares of SAO in exchange for shares of a Publicly Traded Company and a covenant that Fulcrum would spend sufficient monies to enable production to occur from the mining perimeters owned or controlled by SAO. The Company was Assigned Fulcrum's position in the said Agreement with Saowani and the Shareholders with the consent of all parties for the consideration noted herein before. Director Dror Moradov was a Director of SAO.
As a result of this transaction, Fulcrum became a registered shareholder of three million (3,000,000) pre-dividend Restricted Rule 144 Common Shares of the Company representing 37.6 percent of the Company's issued and utstanding shares at that time. Two Directors of the Company, Gerald E. Sklar and Dror Moradov collectively own 100% of the shares of Fulcrum Holdings of Australia, Inc.. Subsequently, SOA. lost its mining perimeter rights in Madagascar. However, SOA has been able to negotiate a joint venture with the owners of 3 of the previously lost mining perimeters.
The Company's second purchase occurred on the 19th day of June, 1998 when it acquired 70% of the issued shares of World Gems Corporation S.A.R.L., a corporation incorporated pursuant to the laws of the Democratic Republic of Madagascar. The purchase price for the Seventy (70%) per cent share holding was payment of One Million (1,000,000) Restricted Rule 144 Common Shares of the Company and a Note Payable of $100,000 from the Company to Fulcrum Holdings of Australia Inc. ("Fulcrum") a Corporation incorporated pursuant to the laws of the State of Delaware, being one of the United States of America. Fulcrum was party to an Agreement with World Gems Corporation S.A.R.L. whereby Fulcrum agreed to purchase Seventy (70%) percent of the issued and outstanding shares of World Gems Corporation S.A.R.L. in exchange for shares of a Publicly Traded Company and a covenant that Fulcrum would spend sufficient monies to enable production to occur from the mining perimeters owned or controlled by World Gems. The Company was Assigned Fulcrum's position in the said Agreement with World Gems and the Shareholders with the consent of all parties for the consideration noted herein before. Two Directors of the Company, Gerald E. Sklar and Dror Moradov collectively own One Hundred (100%) Per Cent of the shares of Fulcrum Holdings of Australia. After the purchase, Fulcrum held a position in the Company representing 40.08 percent of the Company's issued and outstanding shares at that time. Subsequently, World Gems Corporation S.A.R.L. lost its mining perimeter rights in Madagascar and the Board of Directors elected to write off the investment in World Gems Corporation S.A.R.L. as worthless. The Note Payable of $100,000 was canceled with the approval of Fulcrum.
The Company's third purchase occurred on the 11th day of May, 1999 when the Company acquired One Hundred (100%) Per Cent of the issued and outstanding shares of S & W, a Malagasy Corporation for and in consideration of Four Million Five Hundred Thousand (4,500,000) Restricted Rule 144 Shares of the Company from Carlyle Consulting Group Inc., a Corporation incorporated pursuant to the laws of the Grand Cayman Islands, the sole shareholder of Stones and Wood Corporation S.A.R.L.. The Company's purchase of the shares of Stones and Woods Corporation S.A.R.L. was made by American Benefits Group (Israel) Ltd., a One Hundred (100%) Percent owned Subsidiary of the Company. S & W owned the interests in 19 Type III mining perimeters for mining of corundum (sapphire and ruby deposits), as well as interests in several mining operations, including mining equipment. The Company also acquired interests in 18 Type I Mining perimeters for 497,000 Restricted Rule 144 Shares in Madagascar, individually owned by Malagasy Nationals, who were the Shareholders of S & W prior to Carlyle Consulting Group Inc.'s acquisition of the Shares. These 18 Type I mining perimeters are held by the Malagasy Nationals as nominees on behalf of S & W. These 18 Type I Mining perimeters are for Corundum and Garnet. Certain of S & W's mining perimeters are currently being tested through Stones and Wood's Joint-Venture Agreement with Adam Mining Company Ltd. (ADAMCO), a Malagasy Corporation, whereby Stones and Wood receives Twenty Five (25%) Per Cent of all testing obtained from ADAMCO's testing efforts on the mining perimeters as a Lease Payment.
- Jeff |
