Re: 9/21/00 - [CCCX] Shareholder solicits contributions to sue "basher" (continued)
The following are the posts that presumably led to the lawsuit threat:
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By: Jeff.Mitchell $$$
Reply To: 2328 by gambler2010 $$$$ Friday, 15 Sep 2000 at 2:09 PM EDT
Post # of 2786
Perhaps CCCX investors might find this SEC rule change regarding the (mis)use of S-8 filings informative:
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A. Abuses of Form S-8
Since the 1990 revisions, some issuers and promoters have misused Form S-8 as a means to distribute securities to the public without the protections of registration under Section 5 of the Securities Act. For example, the issuer registers on Form S-8 securities nominally offered and sold to employees or, more commonly, to so-called “consultants.„ These persons then resell the securities in the public markets, at the direction of the issuer or a promoter. In some cases, the consultants or employees perform limited or no additional services for the issuer. The consultants or employees then either remit to the issuer the proceeds from these resales, or apply those proceeds to pay expenses of the issuer that are not related to any service provided by the consultants or employees.[11]
Registration of the shares on Form S-8 does not accomplish Section 5 registration of these public sales. The transaction that takes place (a capital-raising transaction with the public) is a different transaction from the transaction registered on Form S-8 (a compensatory transaction with employees, including consultants). Although the issuer purports to sell securities to employees, the securities instead are sold to the public. The “employees„ act as conduits by selling the securities to the public and distributing the proceeds (or their economic benefit) to the issuer. This public sale of securities by the issuer has not been registered, although the Securities Act requires registration. The failure to register this sale of securities deprives public investors of the protections afforded by the Securities Act.
Form S-8 also has been misused to register securities issued to compensate “consultants„ and “advisors„ for promoting the issuer’s securities.[12] This practice facilitates securities fraud by providing compensation as incentive to persons who hype the issuer’s stock, and may result in these persons conditioning the market for resales of the issuer’s securities.
Today we are adopting some of the amendments that we proposed in February 1998 which are designed to prevent these abuses.[13] The amendments will:
* clarify that Form S-8 is not available for consultants and advisors who directly or indirectly promote or maintain a market for the issuer’s securities; and
* provide that certain registration statements and post-effective amendments that automatically become effective upon filing will not be presumed filed on the proper form if the Commission does not object to the form before the effective date.
sec.gov
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Am I saying CCCX has facilitated securies fraud? No, but Gambler2010 has alleged as such:
My guess would be to many PR agents and brokers who obviously didn't do their job were paid in stock. Time for Jacobs to get his attorney after those selling. No stock has ever been sold in this company for .40. This has to be free paper paid "experts".
ragingbull.altavista.com
It's outright illegal to give stock to brokers to promote your company, let alone for a broker to recommend one trading under $5. In her own words, Gambler2010 has confirmed this is happening, and by her own broker!
I just got off the phone with my broker. He has been pushing CCCX for a few days via telephone and e-mail, and he is having an earlier and better response than any stock he has worked for months. He is a very large retailer.
ragingbull.altavista.com
There is a name for large retailers of stock that solicit people over the phone: boiler rooms. Let's hope Gambler2010 is not admitting that CCCX has engaged in such -- additional -- prohibited tactics.
At the very least, CCCX should respond to Gambler2010's very serious allegations and explain in full detail all the "free stock" she claims they've issued to brokers and consultants, and how they contend they've avoided violating SEC rules in the process.
Lastly, Gambler2010 says "I don't think it is the S-8 stock selling. I think the run down was to cover shorts." That would be my guess. Why? Because there is no need to sell one's stock when one can short against it. This action alone on a thinly traded stock will cause the price to drop. Thus, if you prefer, you can cover using the cash you pocketed from shorting... and save your shares just in case another pump comes along and the price spikes again. I'm not saying you still can't make money on CCCX, but there do appear to be a few million reasons to be worried.
- Jeff
ragingbull.altavista.com
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By: Jeff.Mitchell $$$
Reply To: 2495 by linger2000 $$$ Monday, 18 Sep 2000 at 10:49 PM EDT
Post # of 2787
Linger, I agree. This thread has some interesting characters. My favorite is Gambler2010. Recall on 7/24 someone named "humblelovable" pops up saying "I'm a new investor in CCCX" and then proceeds to tell us all about the wonders of Zeolite. Humble ends with "Gambler, If you'e out there and really know Karl Jacobs. I say we find Karl Jacobs and award him a PHD. From now on it's Dr. Jacobs for me."
ragingbull.altavista.com
So, is Gambler2010 out there and does she have anything to add about giving CEO Jacobs a PHD? Well, sort of:
humbleloveable,
I know Karl Jacobs well. Pretty common likeable guy. I think he might like an honary PHD. Ask him: His e-mail address is kjacobs@combinary2000.com. I talked to him today about industries and areas of focus. He will notify us all at the same time. Says more news coming this week. Sorry I don't have a scoop. Maybe you can get one.
He did say he is focused on building a big company with real earning, not on daily price of the stock. That will take care of itsself shortly. I believe him. He is on a mission.
ragingbull.altavista.com
I say "sort of", because, yes, the post was addressed to humblelovable, and, yes, the author did respond to the questions posed to Gambler2010. The problem is, humblelovable forgot to switch aliases to Gambler2010 and posted that to "herself"! Oops! Tsk Tsk.
Note that after Gambler was exposed for having two aliases that, worse, talked to each other (the definition of a shill), she abandoned humblelovable (i.e. I see no reason RB would have disabled the account). Does she post under other names? After that "humbling" experience, I would hope not! ;^)
- Jeff
ragingbull.altavista.com
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By: Jeff.Mitchell $$$
Reply To: 2626 by aceinvestor10 $$$ Wednesday, 20 Sep 2000 at 4:27 PM EDT
Post # of 2787
Ace, on July 11 CCCX announced they had purchased 58,286 tons of Zeolite from Equitable Assets Inc. worth $11,307,428. That's interesting, because CCCX filings show that what actually transpired was the transfer of mineral rights, implying the so-called asset is really still deep in the earth. If so, wouldn't you consider the press release to be the very definition of false and misleading?
- Jeff
ragingbull.altavista.com
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By: Jeff.Mitchell $$$
Reply To: 2651 by aceinvestor10 $$$ Wednesday, 20 Sep 2000 at 10:23 PM EDT
Post # of 2787
Ace, let me see if I can put this in really simple terms...
You see, there are these parcels of federally owned land in Yavapai County, AZ, identified as Rhyolite Nos. 1-12. Since at least 1971 (the furthest back records I was told go on it), they have sat there waiting for someone to mine it. At some point in the 80s, the mineral rights were obtained by TXAZ Mining, a company presumably controlled by Louis Mehr (at least he's the name on record). In 1990, they filed a mining notice to mine 3-4 acres of Rhyolite No. 3. Guess what. They were told by the BLM (Bureau of Land Management) the material they proposed to mine is "not a locatable mineral under the mining law." Bummer.
According to the BLM, there has been no excavation on the sites for at least the past two years. The last correspondence between the two was last February when the BLM sent TXAZ Mining a demand to submit a plan of reclamation for it. So what did TXAZ do? They sold the land to CCCX for $11 million! ROFLMAO!
Just in case you still don't get it, CCCX not only didn't acquire 58,000 tons of Zeolite sitting in a warehouse, they didn't even acquire the mineral rights to it in the ground!
Any more questions?
- Jeff
ragingbull.altavista.com
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By: Jeff.Mitchell $$$
Reply To: 2683 by Fredyfreeloader $$$ Thursday, 21 Sep 2000 at 10:18 AM EDT
Post # of 2787
Fredy, if one reads the CCCX filings carefully and cross references the information with the AZ BLM, the money trail will start to take shape. I'll start it off here...
On 7/3/00, CCCX exchanges 1 million shares of stock, valued at $11,307,428, to Equitable Assets, Inc. (EAI) for 58,285.71 tons of zeolite. Two days later, on 7/5, CCCX issues an S-8 announcing a consulting agreement with Jeannette Jimenez for $1,300,000, which, at an assigned value of $1.625 per share, translates to 800,000 shares being transferred to her. Supposedly, her job is to distribute the company's products south of the border. Then, just two days later, Ms. Jimenez uses those 800,000 shares and $25K in cash to buy 12,371.13 tons of zeolite from EAI.
As I explained before, no actual zeolite was ever exchanged, just the mineral rights to federally owned land. Even worse, a BLM memo reveals that the material proposed to be mined was not locatable under the mining law.
To summarize, EAI ends up with 1.8 million CCCX shares. Both Jimenez and CCCX end up with no zeolite to sell nor mine. Who benefits? Well, that depends on who pockets the money for those 1.8 million shares.
So, what exactly is Equitable Assets Incorporated? According to Form 3 filings, they are located on 35 Barracks Rd., 3rd Floor, Belize City,, Belize C.A. Their President is Louis G. Mehr. Furthermore, we learn that First Madison Trust of 4 Gabourel Lane, Belize City, Belize C.A. owns 100% of EAI, and that the John N. Avilez Estate, also of 4 Gabourel Lane, is the Beneficiary Trust of First Madison Trust.
Apparently Mr. Mehr likes to make things hard to follow. The mineral rights transferred to CCCX originally were assigned to TXAZ Mining. On 7/31/97, the rights first transferred from TXAZ Mining (Louis Mehr, President) to Southern Trust Co, then from Southern Trust Co (Gary McDuff trustee) to First Madison Trust, and finally from First Madison Trust (Louis Mehr, President) to Equitable Assets Inc. On 7/31/00, the mineral rights were transferred from Equitable Assets Inc (Louis Mehr, President) to Centre Capital Corp. Louis Mehr is listed as living in Katy, TX and his hobbies include building model railroads.
The question that should immediately come to mind is why it appears 1.8 million CCCX shares (valued by CCCX in filings at a whopping $12.6 million) have "found their way" to a Belize corporation in return for nothing of any apparent value to CCCX shareholders. Of course those of us who have been down this road before have some ideas ;^).
And there's M Wisenbaker and his 1.5 million shares... but I'll let Gambler tell you about why those were given.
- Jeff
ragingbull.altavista.com
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By: Jeff.Mitchell $$$
Reply To: 2690 by FBI__EYE $ Thursday, 21 Sep 2000 at 11:40 AM EDT
Post # of 2789
We've only scratched the surface on this zeolite deal...
Louis Mehr, President of Equitable Assets Inc. (the company that sold the purported 58,000 tons of zeolite to CCCX), is also CEO of Unicorp Inc. (OTCBB: AXZP). It appears he tried the exact same stunt with Unicorp just two years ago. This is from their 1998 10K:
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The registrant was successful in purchasing 58,285 tons of a mineral interest located Yavapai County, Arizona. The mineral is Zeolite. The registrant paid $10,200,000 for the mineral interest. The registrant is possessor-in-title to the mineral interest. The registrant conveyed 420,000 shares of its Class A Common Stock and 58,000 shares of its Series A $100.00 8 1/2% Preferred for the acquition and note for $200,000 due in 45 days from March 1, 1998 bearing annual interest at the rate of 6% (see"Description of Property").
The registrant is now in the business of Zeolite. The Zeolite is a specific variety called Clinoptilolite. The Registrant's Zeolite is natural occurring.
...
ITEM 2. DESCRIPTION OF PROPERTY.
LOCATION OF PROPERTY. The Registrant owns as Possessor-In-Title certain Zeolite interest located at Wittenburg, Yavapai County, Arizona. The Registrant owes no debt on the property. The operation is open pit mining. The Registrant can extract its 58,285 tons of Zeolite.
10kwizard.com
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If you check Unicorp's most recent 10Q, filed on 8/11/00 --a month after the CCCX deal -- you'll see the zeolite purchase is still being carried as an asset. There has been no 8-K filed by AXZP on this obviously material event.
More importantly, note that Unicorp very definitely said the zeolite was all in the ground... but that they could extract it. As we know, this is a flat out lie. This is further evidenced by the fact that in the two years since the purchase, no mining for zeolite has ever (legally) taken place at that location.
How is it that Louis Mehr and Equitable Assets Inc. -- and not Unicorp -- have the rights to sell the claim in the first place? Someone has some explaining to do, both to Unicorp and CCCX shareholders.
Score: Louis Mehr and Equitable Assets Inc. - $21 million; CCCX and AXZP shareholders: zip.
- Jeff
ragingbull.altavista.com
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By: Jeff.Mitchell $$$
Reply To: 2750 by gambler2010 $$$$ Friday, 22 Sep 2000 at 12:37 AM EDT
Post # of 2788
Gambler, perhaps you can clear up another mystery for me.
The most recent CCCX filing says:
In the fourth quarter the Company issued 6,060,054 shares of its common stock to retire approximately $900,000 of current debt.
I presume you know that CCCX's fourth quarter ends 9/30/00, which means a certain person or people are 6 million shares richer. At .15 per share, given that the share price jumped to $5 at the start of the quarter, I'd say someone got quite a good deal.
Who got the 6 million shares and why?
And to think people here were worried about the 3.3 million shares issued to the "consultants"!
- Jeff
ragingbull.altavista.com
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