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Microcap & Penny Stocks : TGL WHAAAAAAAT! Alerts, thoughts, discussion. -- Ignore unavailable to you. Want to Upgrade?

To: Taki who wrote (114163)	5/1/2003 2:00:42 PM
From: StockDung	Read Replies (3) \| Respond to of 150070

JAMES TILTON UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 44440 / June 18, 2001 ADMINISTRATIVE PROCEEDING File No. 3-10512 -------------------------------------------------------------------------------- In the Matter of CHINA FOOD AND BEVERAGE CO. and JAMES TILTON Respondents -------------------------------------------------------------------------------- : : : : : : : : : : ORDER INSTITUTING CEASE- AND-DESIST PROCEEDINGS PURSUANT TO SECTION 21C OF THE SECURITIES EXCHANGE ACT OF 1934, MAKING FINDINGS AND IMPOSING A CEASE-AND- DESIST ORDER I. The Securities and Exchange Commission ("Commission") deems it appropriate to institute public cease-and-desist proceedings against China Food and Beverage Co. ("China Food") and James Tilton ("Tilton") pursuant to Section 21C of the Securities Exchange Act of 1934 ("Exchange Act"). In anticipation of these proceedings, Respondents China Food and Tilton submitted an Offer of Settlement, which the Securities and Exchange Commission has determined to accept. Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission or in which the Commission is a party, the Respondents consent to the entry of the findings and imposition of the cease-and desist order ("Order") set forth below, without admitting or denying the findings of this Order, except that they admit the jurisdiction of the Commission over each of them and over the subject matter of these proceedings. II. On the basis of this Order and the Offers submitted by China Food and Tilton, the Commission finds that: A. China Food, located in New York, New York, was incorporated in Nevada in 1981. At all times relevant, China Food's common stock was quoted on the OTC Bulletin Board (a service of The NASDAQ Stock Market, Inc.). On November 19, 1997, China Food filed a registration statement with the Commission and is required to file periodic reports on Forms 10-Q and 10-K. During 1999, the company purportedly owned a brewery in China's Anhui province. B. James Tilton, age 39 and a resident of Whitestone, New York, was president, a director, and chief executive officer of China Food during all times relevant to these proceedings. C. In February 1999, China Food hired Anthony DiMarco ("DiMarco"), also known as Bruce Gorcyca, and his company, The Globus Group, Inc. of Miami, Florida to promote the company. D. DiMarco prepared press releases for China Food. On May 10, 1999, China Food and Tilton issued the first press release prepared by DiMarco stating that China Food's board of directors had voted to pursue a $4 million acquisition of television advertising time. This press release was false and misleading because China Food and Tilton had not obtained even basic information about who was selling the television advertising time or upon which television stations the time was available. E. On May 17, 1999, China Food and Tilton issued a second press release prepared by DiMarco stating that China Food had received a $60 million financing offer from an east coast investment banking firm. This press release was also false and misleading because the financing offer was from DiMarco's company, The Globus Group, which was not an investment banking firm and did not have the assets available to make such a loan. F. China Food and Tilton were reckless in issuing the two DiMarco press releases because they took no action to confirm the accuracy of these press releases before issuing them to the public. G. Section 10(b) of the Exchange Act and Rule 10b-5 prohibit persons from, directly or indirectly, in connection with the purchase or sale of securities by use of any means or instrumentality of interstate commerce or of the mails, employing any device, scheme or artifice to defraud; making any untrue statement of a material fact or omitting to state material facts necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; or engaging in any act, practice, or course of business which operates or would operate as a fraud or deceit upon the sellers and purchasers of securities. China Food and Tilton violated Section 10(b) of the Exchange Act and Rule 10b-5 by issuing these two press releases with false and misleading statements about its acquisition of assets, and loan arrangements. III. In view of the foregoing, the Commission finds that it is appropriate to accept the Offers of Settlement submitted by China Food and Tilton. Accordingly, IT IS ORDERED pursuant to Section 21C of the Exchange Act that: China Food and Tilton cease and desist from committing or causing any violations or any future violations of Section 10(b) of the Exchange Act and Rule 10b-5. By the Commission. Jonathan G. Katz Secretary sec.gov -------------------------------------------------------------------------------- Home \| Previous Page Modified: 06/22/2001

To: Taki who wrote (114163)	5/1/2003 2:02:46 PM
From: StockDung	Respond to of 150070

James Tilton What's Up with SKUP? - PART 2 Released July 8, 1999 CHIF began life as Logos International (Ticker LGOS), a company based in Salt Lake City with a telephone number 801-575-8073 and a contact person named Kent Isom (See Exhibit 5). In October 1995, LGOS merged with OMAP International, and the new company emerged as OMAP Holdings, Inc. According to State of Nevada records, OMAP International was run by James Tilton and Jane Zheng out of this address (See Exhibit 6): 82-66 Austin Street Kew Gardens, NY 11415 However, press releases at the time still indicated the company was located in Salt Lake City, and gave a Salt Lake City phone number for James Tilton. (See Exbibit 7). A search on that phone number, however, yields a number of companies bearing that phone number (See Exhibit 8) including Bria Communications (Ticker BRIAA (See Exhibit 9), now known as Tianron Internet Products, Ticker TIPS, (See Exhibit 10)), A-Z Professional Consultants, and Cyber America Corporation (Ticker CYAA, See Exhibit 11). Cyber America is controlled by Allen Wolfsen (See Exhibit 12) who was busted in the 1996 FBI sting operations for stock fraud (See Exhibit 13). Cyberamerica is run by, according to the State of Nevada, Richard Surber. (See Exhibit 14) In 1996, OMAP began being represented by the IR firm of Williamson & Associates, located at 730 Fifth Avenue, New York City, and 400 North Woodlawn Suite 18, Wichita KS. 67208 (See Exhibits 15, and 16), and giving Jeffrey Young as a contact person (See Exhibit 17). About this time, Edward Williamson was bribing brokers to push OMAP stock (See Exhibit 18). Williamson and Wolfsen were busted in the same operation. After being caught, the company soon changed its named to China Food and Beverage, but has the same officers and address (See Exhibit 19, and 20). Perhaps just as ominous, after a brief spell when the company was represented by a firm known as the Hayden Group (See Exhibit 21), the new IR firm representing the company, Fifth Avenue Communications (See Exhibit 22), is actually another Edward Williamson entity, run out of the same offices in both New York (See Exhibit 23) and Wichita (See Exhibit 24). Many Companies - One Address? The second address for the company, CHIF, the one given by the web site, 8 West 38th Street, is also the home to several other companies, including: Tianrong Building Building Materials Holdings (OTCBB Ticker TNRG) (See Exhibit 25) Tianrong Internet Products (OTCBB Ticker TIPS) (See Exhibit 26) Gourmet's Choice Coffee (OTCBB Ticker GMCH) (See Exhibit 27) Dizon International Investment (See Exhibit 28) The CEO of all of these companies, except for Dizon which is private, is none other than Mr. James Tilton. One of the companies, GMCH, even has a second address, according to Bloomberg, which is the same address as Williamson & Associates and Fifth Avenue Communictions! 730 Fifth Avenue, 9th Floor. (See Exhibit 29). GMCH and TNRG are two of the companies currently promoted by Mr. Williamson. (See Exhibit 30) Undisclosed Related Party Transactions: Recently, companies run by Tilton have made announcements concerning various e-commerce and Internet initiatives. On May 25, 1999 CHIF announced that it is entering into a venture with GMCH to sell GMCH coffeee in China. Nowhere in the release is it mentioned that the two companies are controlled by the same people. (See Exhibit 31) On May 27. 1999 GMCH announced its deal with CHIF. Again, no mention was made of the related party transactions. (See Exhibit 32) On June 3, 1999 GMCH announced that it has signed an Internet marketing agreement with aaamall.net. (See Exhibit 33) without disclosing who controlled aaamall.net. A quick check of the domain name www.aaamall.net indicates that the site is owned by Tianrong Building Materials Holdings (TNRG), a company run by Mr. Tilton. (See Exhibit 34) On June 3, 1999, TNRG announced that its subsidiary, TIPS, which owns aaamall.net, has signed a deal with GMCH, but did not disclose that GMCH is run by the same persons who control TNRG and TIPS. (See Exhibit 35)

To: Taki who wrote (114163)	5/1/2003 2:04:54 PM
From: StockDung	Respond to of 150070

What's Up with SKUP? - PART 3 Released July 27, 1999 As some of you may be aware, TIPS is not a new company by any means, it has existed for many years, under many names. According to Bloomberg, (See Exhibits 1,2,3) this is a partial history of the company we now call TIPS: Name Changed from Bria Communications of 4/9/99 Symbol Changed from BRIAA on 11/16/98 Symbol Changed from XTRMA on 11/26/97 Symbol Changed from BRIAA on 4/11/97 Name Changed from Metallurgical Ind. on 4/3/95 Symbol Changed from MTAA on 4/3/95 Delisted from Nasdaq Small Cap on 7/21/94 In July 1993, Metallurgical Industries and its CEO went into default on bank loans and the company liquidated (See Exhibit 4). In August 1993, a company called Canton Industrial (now called Cyberamerica CYAA), announced that it was acquiring control of MTAA. The contact for Canton was Richard Surber, who now runs CYAA (See Exhibits 5, 6). Later in September of that year, an interesting press release was issued. This press release marks the beginning of Logos/Omap/CHIF's formal involvement with MTAA / XTRMA / BRIAA / TIPS. This press release states that: TINTON FALLS, N.J., Sept. 29 /PRNewswire/ -- Metallurgical Industries, Inc. (NASDAQ: MTALA), a New Jersey corporation, announced today that it has signed a stock purchase agreement with Canton Industrial Corporation (Boston: CNI), a Nevada corporation, on Sept. 25, 1993. Under this agreement, Metallurgical will sell five million (5,000,000) restricted shares of its Class A common stock to Canton in a transaction valued at $1,000,000. Metallurgical will receive restricted stock in Logos International, Inc. (NASDAQ-OTC: LOGO) in exchange for its shares. (See Exhibit 7) As we all know, Logos International became OMAP Holdings, which is now called CHIF. What does this press release mean? Surber and group gained control of what is now TIPS, by giving up restricted shares of what is now CHIF. No money ever changed hands. Surber and group were able to acquire a shell for no money down!By December 1994, Canton has assumed complete control of MTAA and did a 40 for 1 reverse split. (See Exhibit 8). In early 1995, MTAA became Bria (BRIAA). Now, when did Edward B. "Murder Inc." Williamson become involved? We know that he was involved with OMAP/CHIF, and we know that GMCH was once part of his holding company CEA Labs (now called SKUP), but how did he get a piece of TIPS and TNRG? The answer lies in one of the few SEC documents that mentions CEA Labs by name. In October 1996, Bria Communications issued a 10QSB filing (See Exhibit 9) that detailed a curious transaction between CEA Labs, which is Williamson's company, and Omap (now CHIF). Guess which companies Williamson got stock in? Here's the agreement, see for yourselves: AGREEMENT Between CEA LAB, (CEA LAB), a Kansas Corporation and a public company, and OMAP Holdings Incorporated (OMAP), a Nevada corporation and a public company, hereby agree to exchange certain securities owned by CEA LAB which are registered and free-trading shares which are being valued at approximately equal value to securities which are not registered and free-trading and are owned by OMAP. Each of the parties shall attach a schedule of securities owned and being exchanged to this agreement (see Schedule "A"). CEA LAB and OMAP each agree to value free-trading securities at 100% of the average bid price over the past 30 trading days preceding the execution of this Agreement. CEA LAB and OMAP agree to value all restricted shares at the book value of each public company's stock per a Form 10-K which has been audited and filed with the Securities and Exchange Commission. CEA LAB and OMAP agree to re-value all restricted shares for exchange cost basis in the event that CEA LAB auditors determine the value of the restricted shares to be less than the initial exchange values. CEA LAB and OMAP agrees that CEA LAB shall exchange such number of shares, which can be sold for cash and which, when sold, will result in OMAP receiving not less than $430,000. CEA LAB and OMAP agree that OMAP shall exchange such number of shares, which, when sold for cash, will result in CEA LAB receiving not less than $430,000. Agreed: This 4th day of October, 1996. By: /s/ James A. Tilton James A. Tilton, President and Director OMAP Holdings Incorporated (Thats Tilton) By: /s/ Edward B. Williamson - Edward B. Williamson, President and Director CEA LAB, Inc. (Oh Look, its Mr. Murderer Ed) SCHEDULE "A" Total Shares BRIAA-Bria Comm 660,693 EUHI - Eurotronics 667,149 TNRG- Tianrong B. 319,149 So, in this deal CEA Labs received shares in BRIAA (now called TIPS), TNRG, and a new name EUHI. EUHI is Eurotronics, another Surber company (See Exhibit 10). Who is this Surber guy anyway? According to public records Surber is the nephew of the controlling shareholder of Canton/Cyberamerica, Allen Wolfson, who was busted in the same 1996 raid that nabbed Ed Williamson (See Exhibits 11,12,13). There have been no 144 filings to indicate that Williamson or CEA Labs have sold any stock. So, what do we have here? 1. We have conclusive proof that CEA Labs has shares in TNRG and TIPS. Perhaps that stock went to Williamson himself, perhaps it is in the hands of SKUP. There are no filings to indicate the disposal of those shares. 2. We have conclusive proof that TIPS had been connected to Tilton andWilliamson since the Omap days! Williamson's involvement in the shell can be traced back to 1996. Tilton / Logos / Omap / CHIF involvement to 1993! 3. We have conclusive proof that Surber, Canton / Cyberamerica, and by extension Wolfson, have been involved with this group of companies as well, and for a very long period of time.

To: Taki who wrote (114163)	5/1/2003 2:06:32 PM
From: StockDung	Respond to of 150070

What's Up with SKUP? - Part 1 Released June 22, 1999 Stockup.Com (SKUP) Stockup.Com is the new name for a Las Vegas based stock promotion outfit previously called Marketing Direct Concepts. (See Exhibits 1 and 2). MDC merged with Courtleigh Capital, a company based in Wichita, KS. Courtleigh Capital's PR agent is Edward Williamson of Fifth Avenue Communications (See Exhibit 3). Ed Williamson, and his Fifth Avenue Communication, is also involved in some other penny stocks, including Andros Hotel (ADHCE), Auto Auction.Com (AAAC), and Stockup.com, as well as others (See Exhibit 4). Many of these companies share the same Wichita KS address. Ed Williamson is a known felon (See Exhibit 5), who pleaded guilty to bribing brokers to push OTCBB stocks. Ed was busted in the massive 1996 FBI operation. Before SKUP was known as Courtleigh (CTLH), the company was called CEA Labs (CEAL) (See Exhibit 6). CEA Labs was run by Mr. Jeffrey Young, and issued a number of press releases, including one in January 1997, stating that they owned Fifth Avenue Communications, and were thinking of selling it to a company called Auburn Equities (AEQS) (See Exhibit 7). Auburn Equities is now known as Auto Auction.Com (AAAC) (See Exhibit 8). Jeffrey Young, now with a Palm Beach Florida, filed to sell some SKUP recently (See Exhibit 9). As it happens, Mr. Young also runs Andros Hotels (See Exhibit 10). As for SKUP itself, its client list is far from impressive. Back in February 1998 MDC was the firm promoting Starnet (SNMM). (See Exhibit 11). MDC also promoted Saf-T-Lock (LOCK), which was uncovered in a Stock Detective article (See Exhibit 12). Diversifax (DFAX), which literally trades for pennies (See Exhibit 13), among other poor quality companies. SKUP also owns the site www.stocksurge.com, (See Exhibit 14), currently dormant. An article in the Wall Street Journal described Calderone and MDC's antics in the shares of Oshman's, a sporting goods retailer. (See Exhibit 15). So what do we have here at SKUP? 1. We have a stock promotion company (MDC) that was merged into a company (Courtleigh aka CEA Labs) that already owned a stock promotion company, Fifth Avenue Communications. 2. Fifth Avenue Communications is Ed Williamson, an admitted felon. 3. A known felon, Ed Williamson, is promoting a stock promotion company that is the result of a merger between MDC and the very same company that owns Fifth Avenue Communications! Essentially, Ed Williamson is promoting his own stock. Visit Edward Williamson after you have shorted some SKUP and let him know what you think. .