June 02, 2003 Stocklemon Reports on Epixtar
EPXR…Not Just Your Typical Stock Scam
We at StockLemon, have uncovered many companies that have questionable business practices, possible self-dealings, undisclosed questionable backgrounds of officers, suspicious accounting and failures to disclose material events and risk factors, and we feel that Epixtar has all of these terrible things (please see our track record at stocklemon.com. But that’s not all…
Epixtar, a company with over $100 million market capitalization (over $7.10 per share), is a company who laughs in the face of not only the SEC but in the face of the FBI, the US Attorney, many State Attorney Generals, the FCC, the FTC and many other regulatory agencies whose function is to protect consumers from fraud. Their attitude, as you we read for yourself below, is that they will merely pay an insignificant fine for their massive cramming enterprise!
We are outraged at Epixtar’s (OTCBB: EPXR) very existence and remain terribly concerned that they will continue to prey on unsuspecting victims. Epixtar is potentially the most costly and far reaching contrived scam we have ever encountered.
Imagine a company, a public company, built on what the National Fraud Information Center (www.fraud.org/scamsagainstbusinesses/tips/cramming.htm) so eloquently describes as a scam called cramming and who explains “to cram unauthorized charges onto your phone bill, all the crook needs is your business name and phone number.” Well, now you don’t need to imagine. We have one for you, called Epixtar.
EPXR is a company whose business is built on defrauding the small business owner. Epixtar calls small business owners nationwide selling services like Internet yellow pages, which show up as additions to the customers’ business’ telephone bill. Many times, unauthorized charges on the consumers’ phone bill go unnoticed. Even when the victim does notice the charges, they have to fight to get even partial credit back. The unauthorized charges are known as “cramming.”
CALL TO ACTION!
This report is written not only to inform and warn the investing public of our findings; but to inform the many regulatory, class action law firms and judicial authorities, both state and federal, who have the power to stop the parties involved of what we believe to be are conducting a criminal enterprise called Epixtar Corp. In order to protect the hundreds of thousands of consumers that are either a current victim, or that may fall prey in the future we are speaking out against Epixtar. You, our readers have power too. If after conducting your own research, you come to the same conclusions that we have about Epixtar, then please speak out. We have chosen to speak out and send a copy of this report to the following agencies, regulators and firms:
Securities & Exchange Commission – Southeast Regional Office 1 (305) 536-4700 miami@sec.gov
FBI North Miami Beach 1 (305) 944-9101 miami@fbi.gov
Federal Trade Commission 1 (877) FTC-HELP
Federal Communication Commission 1 (888) 225-5322
Sands Brothers & Co. attn: Steven and Martin Sands 1 (212) 697-5200
NASD District 10 1 (212) 858-4000
HBS Billing Services/Avery Communications 1 (847) 832-0077 (a billing service used by EPXR)
Payment One John Lynam, CEO, 1 (800) 747-4028 (a billing service used by EPXR)
Thermo Credit, LLC (an asset based lender used by EPXR)
Seth Block, Exec, V.P. 1 (504) 620-3100
You need not take our opinion of Epixtar, but you might read the below the opinions and statistics from Attorney Generals, a Circuit Judge, Public Utilities Commissions, and then see the previous patterns of the CEO as outlined in accusations by the SEC (on one of the CEO’s former telecommunication company’s disseminating misleading revenues, earnings and listing chances of AMEX whose main asset is now part of Epixtar). In addition, we have provided links to other national news publications (including MSNBC News, PC World Magazine, and Rip-Off Report.com) that describe the “tricks” of “cramming” and the business of Epixtar Corp and its subsidiaries. In these reports we get first hand interviews of victims and employees who describe the scam and who inform us of ALTERED TAPES that are supposed to “prove” the consumer consented to the charges put on their phone bill.
Inquiries and Formal Proceedings, Temporary Restraining Orders in Several States (Florida; Iowa; Maryland; Michigan; Missouri; North Carolina and Texas) and an Investigatory Subpoena in their home state of Florida.
Click here to see the status at just the states mentioned above:
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Failure to Disclose Material Facts to the Public
And how does EPXR deal with disclosing all the complaints and Proceeding against them? Do they mention any of it in a press release? No! Do they disclose any of this in the section of their 10-K titled “Legal Proceedings”? They must, right? No, again. All they mention in legal proceedings is that a subsidiary, SavOn (see more on SavOn in the “Shell Game” section below), who was sued by Global Crossing for $21,000,000 in damages, filed for chapter 11. Instead, in our view, EPXR tries to hide their problems by burying them in minimal and separated disclosures in their 10-K. But, if you read the language carefully, you will see the writing on the wall.
From the recent 10K filed on April 14, 2003 (on page 7):
"Despite our substantial efforts to minimize complaints, we are subject to inquires as well as formal proceedings in several states. In two states, we are negotiating settlements, which we believe will result in total fines of less than $20000 and a possible script change. While we believe our script is fully compliant with all regulations and not misleading we will agree to the change as part of an ongoing policy of complying with all regulators, including those of state consumer protection agencies. We have also agreed to a temporary restraining order in Missouri barring one of our operating subsidiaries from certain business practices related to this allegation in that state placing charges on telephone bills without the proper authorization. We intend to contest the imposition of a permanent injunction. We are also subject to an investigatory subpoena in Florida and are cooperating fully.
In addition to proceedings described above, customer complaints have resulted in the termination of arrangements with a billing house and a Lec. We do not believe these terminations will have an impact on current revenues but future complaints may lead to further terminations. We therefore have redoubled our compliance efforts as discussed above.”
Then in a separate section on page 11 they slip in the following:
“If the Company were ever found to have materially violated governmental regulations it may be fined, and may be required to cease of modify its business plans or otherwise limit operations, any of which could have a substantial adverse effect on the Company. Because of the costs involved to defend, the Company accepted a temporary restriction in one state where sales were immaterial. It also has agreed to pay fines in an insubstantial amount and change its script to settle state regulatory matters.”
Mocking the Consumer and the Consumer Protection Agencies
The real shame here is that they basically laugh at the consumer and the agencies that are supposed to protect the consumer when the say, “settlements, which we believe will result in total fines of less than $20,000 and a possible script change” and effects on “sales were immaterial” and an “insubstantial amount.”
According the EPXR, (in their 10-K filed on 4/11/03), “We do not approve, or participate in, cramming. Our internal procedures reflect an absolute prohibition and zero tolerance for cramming.” Compare that to what their actual victims say about EPXR (see articles and websites listed at the end of this report that give many first hand accounts from the victims of EPXR), where it does not appear that EPXR takes the regulators’ findings seriously.
Looks like EPXR could care less that Attorney General Jay Nixon of Jefferson City, Mo. announced that he had just “obtained a court order…” to stop EPXR or that on that case Judge Don E. Burrell Jr. signed the preliminary injunction barring defendants National Online Services (a sub. Of EPXR), Liberty Online Services (a sub. Of EPXR) and Epixtar Corp. from placing phone charges on the phone bills of Missourians without their express, verifiable authorization or otherwise misleading facts to consumers. Attorney General Nixon is seeking a permanent injunction.
According to Nixon “many of the victims specifically told the telemarketers they did not want the services.” As Mr. Nixon says about Epixtar (and the brands National and Liberty), “the success of scams of this nature often depend on how closely the victims examine their phone bills, but the defendants (EPXR) took this one step further by lying...” Attorney General Nixon also is quoted as saying that “consumers who tried to contact National either have been unsuccessful, or have had additional misrepresentations made to them, including altered recordings of telemarketing calls or promises of credits that have never been issued.”
Making a Mockery of the SEC Rules and Regulations
Suspicious background of the Chairman, Martin Miller
Who is Martin Miller? In the Proxy Statement dated Nov. 12, 2002, the Company states “Martin Miller has been a private investor for the last five years. During part of this period he also acted as a United States manager of corporate finance for a foreign investment group.” What is strange is that in a previous filing, dated April 10, 2000, when the Company was known as Global Assets, the public filings list Martin Miller as the sole director and sole executive officer, and states that Mr. Miller, “has been a director of the Company since June 1997. For the past five years, Mr. Miller has been a manager of corporate finance for Millport Ltd., currently a Bahamian-based adviser of foreign investors.” Why doesn’t the Company reveal this in its current filings? And more importantly, why does the Company, who has full knowledge, hide Mr. Martin’s past as a director of Teltran (please see below the SEC administrative proceedings against Teltran International Group, Ltd.)?
And how have the other stocks of Martin Miller’s Performed?
Here is a list of what we found associated with Mr. Miller:
TLTG.PK: $0.002
SMTV.PK: $0.001
KMGG.PK: $0.0001
Relocate 411.com, Inc. (they await trading on the OTCBB)
Relocate 411.com is the second child of Teltran!
***You won’t believe this!!!! Relocate is controlled by Byron Lerner and Darrell Lerner (who we believe is Byron’s son). Byron Lerner is the CEO of Teltran, who prior to the Teltran fraud was banned for 5 years from the NYSE, and who was permanently enjoined by the SEC, from violating or aiding and abetting violations of the 1933 Securities Act and the 1934 Exchange Act for making materially false and misleading statements, as a result of the Teltran case.
In Relocate 411.com, it appears that the old crew is back together. “Former stockholders and officers (of Teltran) now own 42% of Relocate!” (Quoted from Relocate’s 10-k filed 11/20.02). Are they talking about the investing public who lost their money because of the fraud? Nah! Why give it to those victims, when they can share it with their buddies. Mr. Miller and his wife got shares in Relocate!
And what does Relocate do? They are setting up a portal for real estate related business listings. Doesn’t take a rocket scientist to tell you how they might market their Internet listings. They are out to do it a THIRD time! First Teltran, followed by Epixtar, and now the final company (who also has many incestuous transaction with Teltran and the former gang…this will all come out in a follow up report if the SEC and other agencies don’t put a stop to these guys first!)
The Suspicious Shell Games
Company History
- Organized as a Florida Corp. in June 1994 under the name Pasta Bella, Inc.
-Name change in 1997 to Global Asset Holding, Inc.
-Name change in 2002 to Epixtar
What is SaveOnCalling.com, LLC (“SavOn”) and how and why did it go from Teltran to Expitar? What is SavOn now?
According to Company documents (the 10-K), EPXR had no operations prior to November 2000. We believe Epixtar was a shell controlled by Martin Miller. Stocklemon believes that when Mr. Miller saw the SEC was going to stop Teltran, Mr. Miller simply moved the promotion from Teltran to Epixtar. By selling SaveON, which Miller controlled through Transvoice Investments, Ltd., to the Global shell, now known as Epixtar, Miller took back the reigns of the public vehicle he “formerly” controlled (we believe he controlled it the whole time). We believe Mr. Miller gave up the appearance of control during the troubling times of Teltrans and ‘laid low’ for a while. As soon as the SEC matter with Teltran was settled, Mr. Miller ‘regained’ control of Epixtar/Global. Mr. Miller put Irving Greenman, who owns a lousy 200,000 combination of shares and options, as the temporary CEO. Irving Greenman was the CFO at Kaleidoscope Media at the same time Miller was a director there. What is also interesting is that the founding president of the now, main assets, National, William Rhodes, owns 100,000 combinations of shares and warrants. Of course, Mr. Miller and the gang, do their best to keep this whole thing from being disclosed to the public
Teltran, the Daddy of Epixtar and Relocate: A lesson from the past?
Teltran International Group, Ltd., Martin Miller’s last directorship role, sounded like a very promising business back in 1999 and 2000. The stock traded over $15 (it is now $0.002). Here are some interesting press releases from that time period:
This sounded promising:
(http://www.cisco.com/warp/public/146/pressroom/2000/mar00/sp_031300b.htm)
So did this release:
thedigest.com
businesswire.com this sounded great too.
But some caught wind of a stock that looked more like a pump and dump:
offshorebusiness.com (see page6)
And then came the SEC and the administrative proceedings:
(http://www.sec.gov/litigation/admin/33-8093.htm)
In the proceeding, the SEC found that Teltran “materially overstated its revenues and earnings” and “made false and misleading statements.” Teltran did this repeatedly. The SEC also found that Teltran double-booked accounts receivable. Teltran, after knowing that their business was going to be materially harmed by certain events, deliberately misled investors by stating that the events were “no cause for concern.”
And now for the reality… biz.yahoo.com
A $0.002 cent stock…down from over $15.
Does Teltran’s Phony Accounting Practices of the Past under Martin Miller’s Have Any Influence on the Accounting of Epixtar?
We thought it would be very interesting to see exactly how Epixtar (EPXR) discloses and accounts for the credits and allowances that appear to be a normal occurrence. Can we actually count on the collectability of the receivables? Given all the claims that we see, and certainly EPXR knows of many more than we know of, we believe there should be some reserve or footnotes to account for credits that are predictable. If credits or reversals are given, this not only affects the integrity of the receivables, but proper accounting would require a reduction in sales and earnings. We found no disclosure that would cover any of this!
We did find a strange disclosure regarding a “change in accounting policy and restatement.” In that section, EPXR states that the Company determined to change its accounting policy to “recognize telemarketing and fulfillment costs as incurred. Prior to the change, the Company recognized this expense 45 days after it was incurred when the customer was billed so that expense matched income.” EPXR knew that its costs were not based upon what they billed; but they decided to “match income.”
If that wasn’t enough, we found that the members of TransVoice (yes owned by the current CEO of EPXR, Martin Miller and Stanley Myatt) decided that even though SavOn was being sued by Global Crossing, that SavOn discontinued its telecommunications business and would go into bankruptcy, Transvoice claimed that it was deprived of additional shares it may have earned but would because of the Global situation, so the “Company paid an additional $225,000 which was capitalized as part of goodwill.” Why wasn’t this expensed? Why was it even allowed at all?
The conflicting accounting in the purchase of National further confuses Stocklemon. In different sections of the 10-K, the Company states the goodwill portion as $5 million and another section is stated over $16.8 million.
We also noted the careful language chosen regarding “the advances made by” Brookfield Investments in reference to the $2.8 million note. Why do they say advances? Did Brookfield advance money on the Company’s behalf or did they actually lend actually money and put it into the Company’s bank account. If advances, then who did the advances go to and what were the advances for? Was it to consultants? We wonder.
All factors and disclosure issues mentioned above leave us skeptical about the quality of revenues and earnings of Epixtar.
While Martin Miller was not the CEO of Teltran, he was a director. Why is this Hidden from us, the Public? This disclosure is required!
StockLemon remains curious at the relationship or should we say successor-ship of Teltran to Epixtar; and is OUTRAGED at the idea of another spawning of Teltran into 411 Relocate.com. Investors and consumers BEWARE!!!
Undisclosed Ownership of an Offshore Entity and other Confusing Company Dealings
Brookfield Investments Ltd. made a significant loan to EPXR (f/k/a Global Asset Holdings, Inc.) and the terms keep changing. We are not told who owns this offshore entity.
Who is Brookfield Investments, Ltd? Their address is listed as:
Brookfield Investments Ltd.
Twin Tower Two
Jabotinski Street
Ramat Gan, Israel
While an offshore entity is not an automatic culprit, we are concerned that there seems to be a deliberate effort to conceal the person behind Brookfield. We are also suspicious of why an unaffiliated entity would lend such a significant amount to EPXR before having any revenues and how the terms keep changing. It all seems very strange. We at StockLemon believe that Brookfield is, in truth, related to (directly or indirectly) to Martin Miller and/or the other officers of the Company and/or Teltran. Why not disclose the true relationship? Perhaps they choose not to because an affiliate has more stringent restrictions on sales of stock. We at StockLemon have seen other companies utilize so-called ‘non-affiliate’ stock (when it was really stock of the control persons) for two main reasons. The first reason is to put money into the pockets of the control people without showing insider sales, and the second, that often goes hand and hand with the first, is for promotion payoffs. The funny thing is that by their ownership level, it would appear that Brookfield is an affiliate of Epixtar; and would therefore not suit this purpose. While we are not concluding that payoffs and nominees are a fact happening with Epixtar and Brookfield, we are extremely suspicious of the non-disclosure and in our opinion, the relationship and its changing terms appear to be too convenient to be a third party transaction. In addition, when we look at the accounting, the language used to describe “advances” and then see no name attached to Brookfield, we get suspicious.
Ask yourself the following question. Would a non-related company subordinate their investment to other lenders and to give up the 3 million shares of common stock for 4 million warrants whose strike price is only $0.10 less than the market price?
Billing Companies…the companies that ENABLE the Fraud
In order to carry out a cramming scheme, the perpetrators must have a billing company that is willing to bill the charges to the consumers’ telephone bills. We also found out that Epixtar lost one of its billing companies. And how does Epixtar deal with this event? Do they issue a press release? No, they bury it in their 10-K. “Customer complaints have resulted in the termination of arrangements with a billing house and a Lec. We do not believe these terminations will have an impact on current revenues but future complaints may lead to further terminations.”
The writing is on the wall. Look at all the complaints. The billing company that threw them out is considered in the industry to be very aggressive; but according to one spokesman for the billing company (who asked for anonymity) they could not take all the complaints and were fearful of the mounting investigations. One that remains, Hold Billing, has had their share of trouble (please go to: www.ftc.gov/opa/1999/10/holdbillingfinal.htm ).
Sands Brothers…Victims of Deception.
We shall see by the actions Sands Brothers, who were announced on April 28, 2003 (http://biz.yahoo.com/prnews/030428/flm018_2.html) as the investment bankers for EPXR, after receiving our report. We welcome Sands Brothers to conduct their own due diligence and share their findings with us, and all of our readers. We sincerely believe that Sands Brothers will choose to defend their clients and the public once they read the facts. We believe that Sands Brothers was unaware of the fundamental problems of EPXR and of Mr. Miller’s associations.
National News Publications Speak about Epixtar
MSNBC “Telemarketer Reveals the Tricks of the Trade”
Read the April 21, 2003 article by Bob Sullivan of MSNBC who discusses the tricks, including ALTERED tapes, of Epixtar. You can also hear an excerpt of an Epixtar telemarketer’s conversation with a small business owner. (Click here www.msnbc.com/news/896884.asp?0si=-). Mr. Sullivan tells the reader that the Iowa office of Consumer Advocate is seeking civil penalties against Epixtar for alleged cramming. In addition, Mr. Sullivan cites the Missouri Attorney General’s office as having obtained an injunction against Epixtar because the Attorney General’s office received many complaints about Epixtar and National Online Services, one of the brand names that Epixtar uses, evidence of Epixtar’s callers cutting recordings short, after the word “yes” but cut prior to the consumers stating that if they had to call to terminate after the free trial period, they didn’t want the service. The writer also describes in detail how the consumers get billed for multiple accounts, only partial refunds and often promises of refund that never get issued. Mr. Sullivan, through an interview with a former employee of Epixtar, explains how the job function of the 40 employees based in Florida is to deal with all the complaints from the consumers. They are taught how to give only partial credits if giving credits at all. It is a full time job for them. The actual telemarketing is done by overseas call centers where the telemarketers work entirely on commission. We called Epixtar to ask about how they keep track of compliance and how they assure the telemarketers are not providing misleading tapes; and we called to ask how many complaints they deal with per day. It is our contention that Epixtar knows exactly what is going on at their call centers because of the tremendous amount of consumer complaints and because they designed the procedures. Epixtar has yet to return our calls.
PC World Magazine “Mystery Web Fees Hit Phone Bills”
In an article titled “Mystery Web Fees Hit Phone Bills,” dated May 7th from the June 2002 issue of PC World magazine (http://www.pcworld.com/news/article/0,aid,110486,00.asp
Tom Spring gives us first count stories from a few victims of cramming by National Online Services, a brand used by Epixtar.
And the attitude of Epixtar?
Tom Spring, of PC World, spoke with Sheldon Lustigman, an attorney representing Epixtar, who he says denies the cramming allegations. According to Mr. Spring, Lustigman informed him that “typically, consumers forget to cancel their service after a free trial period has expired,” he says. “Consumers have to call and cancel to avoid charges,” Lustigman says. That is nice isn’t it? The Company has fast talking telemarketers who allegedly alter of cut off recordings and the have the billing company put the charges on. If it goes unnoticed, great. If it gets noticed, they give a partial refund.
And the Complaints keep coming…
Rip-Off Report
One site we found that gives first hand accounts from victims of Epixtar’s Liberty Online Services is:
(http://www.ripoffreport.com/results.asp?submit22=Search+Latest+3+Months+of+Rip-Off+Report)
Another news article about consumers being ripped off by Epixtar:
newhousenews.com |
