FROM PATCHES FOIA REQUEST RESPONCE
"PLEASE NOTE , WE WERE ADVISED BY THE STAFF THAT THERE HERE NO FAILS TO DELIVER TRANSACTIONS FROM JANUARY 1, 2005 THROUGH APRIL 17 2005"
YOU CAN FIND THIS QUOTE HERE:
thesanitycheck.com
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BUT HOW COULD THAT BE? THE GUY WITH THE FAKE DIPLOMA MILL DEGREE DR. ROBERT SIMPSON SAID HE PURCHASED THE ENTIRE FLOAT OF GLOBAL LINKS FRAUD YET NOT ONE SINGLE FAIL TO DELIVER DURING THAT PERIOD. FAKE PH.D SIMPSON PURCHASED HIS 100% OF THE FLOAT GLOBAL LINKS STOCKFRAUD ON FEB 3, 2005 YET NOT ONE FAIL TO DELIVER DURING JANUARY 1, 2005 THROUGH APRIL 17 2005 ACCORDING TO PATCHES OWN FOIA REQUEST INFO.
"On February 3, 2005, the Reporting Person acquired 1,158,209 shares, constituting 100 percent of the issued and outstanding common stock of the Issuer, in the open market. "
=======================================================
GLLC -- Global Links Corp.
Com ($0.001)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a)
GLOBAL LINKS CORP.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
379408305
(CUSIP Number)
ROBERT C. SIMPSON
1549 N. Leroy Street, Suite D-200, Fenton, Michigan 48430
(810) 714-2978
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
FEBRUARY 3, 2005
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sec. 240.13d-1(e), 240.13d(f), or 240.13d(g), check the following box [_].
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.
1
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1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert C. Simpson
--- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
--- ---------------------------------------------------------------------------
3 SEC USE ONLY
--- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
--- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
------------------ ------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,158,209 shares of the common stock of the Issuer
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
------------------ ------------------------------------------------------------
8 SHARED VOTING POWER
None
------------------ ------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,158,209 shares of the common stock of the Issuer
------------------ ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
--- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,158,209 shares of the common stock of the Issuer
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
(SEE INSTRUCTIONS)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100% of the common stock of the Issuer
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN
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2
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock of Global Links Corp., a Nevada corporation (the "Issuer"). The principal executive offices of the Issuer are located at 3571 East Sunset Road, Las Vegas, Nevada 89120.
ITEM 2. IDENTITY AND BACKGROUND.
Pursuant to Rule 13d-1(k)(1) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), this Schedule 13D is hereby filed by Robert C. Simpson, an individual (the "Reporting Person"). The Reporting Person's business address is 1549 N. Leroy Street, Suite D-200, Fenton, Michigan 48430. The Reporting Person is the president, chief financial officer, secretary and director of Zann Corp. Zann Corp. is in the business of forming strategic relationships with client companies to accelerate their performance.
On February 3, 2005, the Reporting Person acquired 1,158,209 shares, constituting 100 percent of the issued and outstanding common stock of the Issuer, in the open market.
During the last five years, the Reporting Person (a) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and (b) was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
The Reporting Person is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Person used $5,205.00 of his personal funds as consideration for the purchase of the 1,158,209 common shares of the Issuer.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person acquired his interest in the Issuer solely for investment purposes.
Other than the completed stock purchase transactions described in Items 3 and 4, except as discussed below, the Reporting Person has no present plans or proposals that relate to or that would result in any of the following actions:
1. The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
2. An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
3. A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
4. Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
5. Any material change in the present capitalization or dividend policy of the Issuer;
6. Any other material change in the Issuer's business or corporate structure;
7. Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
8. Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
3
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9. A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
10. Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The Reporting Person may be deemed to be the beneficial owner of 1,158,209 shares of the common stock of the Issuer which constitute 100 percent of the outstanding shares of the common stock of the Issuer.
Other than the transactions described in Items 3 and 4 above, there have been no transactions in the common stock of the Issuer by the Reporting Person during the last 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
To the best knowledge of the Reporting Person, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power or investment power over the securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 28, 2005.
--------------------------------------------------------------------------------
Robert C. Simpson
===============================================
N THE MONEY: Global Links As 'Get Shorty' Poster-Child
1 April 2005
Dow Jones News Service
English
(c) 2005 Dow Jones & Company, Inc.
By Carol S. REMOND
A Dow Jones Newswires Column
NEW YORK (Dow Jones)---You've probably never heard of Global Links Corp. (GLKCE), a tiny real estate developer in Las Vegas.
But this little over-the-counter bulletin board company got some big attention recently when a powerful member of the Senate banking committee referred to the company as a potential victim of abusive short selling.
Sen. Robert Bennett, R-Utah, used the Global Links example to harangue Securities and Exchange Commission Chairman William Donaldson about the inefficacy of Regulation SHO, a new short selling rule put in place earlier this year.
A close look at Global Links, however, makes one wonder why the senator held it up as a poster-child for abusive short selling. There are questions about the accuracy of the story used by Sen. Bennett to show how Global Links was victimized by short sellers. And the company has hardly been a financial success over the past decade or so.
Sen. Bennett referred to a story published by an online service called FinancialWire to point out alleged naked shorting abuses. The article told the story of Robert SIMPSON, an investor who says he bought 100% of Global Links' common stock in early February in the open market, two days after that company had reduced its shares outstanding to about 1.1 million shares from more than 350 millions shares.
"There were no shares available to be borrowed and yet in two days there were over 50 million shares traded," Sen. Bennett told Chairman Donaldson during the exchange.
Short sellers typically borrow shares to sell them, hoping that they will be able to replace them with shares bought at a lower price later. Trading without a borrowing agreement is called naked short selling. It's illegal for most investors, but brokerage firms that make a market in stocks can legally sell short without a borrow to instill liquidity in the market.
The article used by Sen. Bennett was supposed to show how although one investor bought all the shares outstanding of one company and took delivery of them, phantom shares continued trading in the market.
But as it turns out, SIMPSON, the chief executive officer of a small Michigan company called Zann Corp. (ZANC), says he never took delivery of his Global Links shares. That means that stock was still available in the financial system for others to trade. Trades typically settle three days after purchase.
Zann and Global Links are very typical of the small companies that have for months now been complaining that their stock prices are being hurt by naked short selling. The two companies have little sales, big debts, and make generous use of stock issuance to pay for services that they can't otherwise afford. Both companies have gone through a number of corporate reincarnations. Global Links' most recent business development includes the acquisition of a handful of properties from Utah-based Diversified Financial Resources Corp. (DFLR), a company under Securities and Exchange Commission investigation for its participation in an offshore boiler room scheme.
Frank Dobrucki, Global Links' chief executive officer and major shareholder, said that SIMPSON never contacted him. "He is just trying to get himself at the front of this (naked short selling) battle," Dobrucki said, later calling SIMPSON's purchase "make believe".
Although seemingly unrelated, Global Links and SIMPSON share a corporate lawyer, Norman Reynolds, and an investment banking adviser, Alexander & Wade Inc.
SIMPSON believes that his company has been the target of naked shorting. He said he knew nothing about Global Links when he decided to purchase all of its oustanding shares after noticing heavy trading volume in the stock. SIMPSON said he was trying to make a point about the plight of Zann and other companies victimized by illegal short selling. SIMPSON also said he knew nothing about FinancialWire or its distributor, Investrend Communications Inc., and that he had no idea why the service wrote about his purchase. Investrend publishes research about its corporate clients.
FinancialWire didn't identify SIMPSON as CEO of Zann in its March 4th article. FinancialWire also failed to note that ATNG Inc., the previous corporate incarnation of Zann, became one of Investrend's corporate clients in July 2002. Investrend articles about ATNG or Zann indicate that coverage has been suspended because the company failed to provide access to Investrend's analyst. It's unclear when the suspension occurred. According to Zann's website, SIMPSON agreed to take over ATNG operations in October 2002.
As it turns out, SIMPSON wasn't the only investor eager to buy up shares of Global Links and try to make a point about alleged naked short selling.
SEC filings show that Paul Floto, an Oregon investor, bought 180,000 shares of Global Links stock in early March. Floto said in filing that he bought what he thought was 15.5% of Global Links' outstanding shares, "to point out the complete failure of government and exchange regulatory bodies to maintain honest, orderly markets, and the corrupt actions of market makers and securities clearing bodies, which facilitate the sale of unissued, unregistered, counterfeit, or simply nonexistent securities."
Like SIMPSON, Floto's plan was to show how millions of non-existent shares are traded every day when brokers fail to borrow shares before selling short shares.
Unfortunetly, likely unknown to Floto, Global Links had already issued 3 million shares by the first week of March, bringing its shares outstanding to about 4 million. That means that it's likely that Floto never held the 15.5% of Global Links that he claimed in his March 9 ownership filing with the SEC.
-By Carol S. REMOND; Dow Jones Newswires; 201 938 2074; carol.REMOND@dowjones.com
IN THE MONEY: 'Get Shorty's' Path From Utah To Washington
1 April 2005
Dow Jones News Service
English
(c) 2005 Dow Jones & Company, Inc.
By Carol S. REMOND
A Dow Jones Newswires Column
NEW YORK (Dow Jones)--A senior U.S. senator's surprising interest in an arcane campaign against short selling followed hefty donations to Republican causes by one of the issue's key champions.
Patrick Byrne, a prominent corporate leader in the home state of Senator Robert BENNETT, R-Utah, last year donated hundreds of thousands of dollars to a political advocacy group that financed advertisements against Democratic vice presidential candidate John Edwards. Byrne was also the largest private donor to Utah Republican gubernatorial candidate Jon Huntsman Jr. He also gave to Swift Boat Vets and POWS for Truth, a group that financed anti-John Kerry ads.
Byrne, president and chairman of online retailer Overstock.com (OSTK), has become a crusader and benefactor for conspiracy buffs who believe that Wall Street firms are cheating investors out of millions of dollars by illegally shorting stocks. The practice is known as "naked short selling."
In recent months, Byrne himself has done battle with short sellers and those critical of Overstock.com. In February, Byrne helped write and finance a full-page ad in The Washington Post to raise awareness about naked short selling and its potential impact on President George Bush's plan to privatize social security. The ad was sponsored by the National Coalition Against Naked Shorting or NCANS, a group endorsed by Byrne.
Short sellers typically borrow shares to sell them, hoping that they will be able to replace them with shares bought at a lower price later. Trading without a borrowing agreement is called naked short selling. It's illegal for most investors, but legal for firms that make markets in stocks by bringing liquidity to the market.
The campaign against naked short selling got a major boost earlier this month when Sen. BENNETT publicly confronted Securities and Exchange Commission Chairman William Donaldson about purported short selling abuses and told him that a new regulation known as Reg SHO has failed to correct the problem.
"You put out a new rule in January to deal with naked short selling. And nearly as I can tell from my constituents who feel victimized by this, it's not working," BENNETT told Donaldson during a Senate Banking Committee hearing. The senator from Utah, chief deputy majority whip and a respected Republican leader in Washington, cut short Donaldson when he tried to explain how Reg SHO works. BENNETT demanded to be briefed on the issue. A meeting is planned for early April.
Sen. BENNETT's support for the anti-naked shorting crusade was surprising because the issue has been centered around tiny companies many of them shells without real businesses and minimal revenues.
Especially puzzling was Sen. BENNETT's choice of an example to illustrate trading abuses - Global Links Corp. (GLKCE) and Robert SIMPSON, an investor who says he tried to buy all of the company's shares.
Global Links, a development stage company that has generated but $1.6 million in revenue from 1993 through last September, had just $45,000 in cash as of last September, according to an SEC filing. It finances its tiny business by selling stock, something illustrated in other SEC filings. For example, as of last March, Global Links had 68 million shares outstanding. Three months later, that number rose to 107 million. Then as of late September last year, just six months later, it grew to 147 million.
It's most recent corporate development includes the acquisition of a small number of properties from Utah-based Diversified Financial Resources Corp. (DFLR), a company under SEC investigation for its participation in an offshore boiler room scheme.
Although brief, the exchange between Sen. BENNETT and SEC Chairman Donaldson has become a rallying point for those who accuse brokerage firms and hedge funds of manipulating stock prices through illegal short selling.
Recently, BENNETT's comments were featured in an infomercial about the evils of naked short selling produced by NCANS. Overstock.com's Byrne is also featured in the promotional piece, although he now claims that his company has not been a victim of naked short selling. Another person featured in the infomercial is Georgetown University professor James Angel who now says that his comments were taken out of context.
Responding to emailed questions, a spokeswoman for Sen. BENNETT said that Byrne was one of the constituents that complained to the senator about short selling abuses. She declined to identify others. She said one constituent gave Sen. BENNETT a story about Global Links and the alleged trading abuses. She declined to identify that constituent. The spokeswoman said that Byrne's donations to Republican causes didn't influence Sen. BENNETT's decision to take on naked shorting.
Byrne acknowledged he had a brief conversation with one of BENNETT's staffers although he said in a later e-mail the conversation was not "substantive." In the e-mail, he said he had extensive conversations on the subject with staffers of other committee members. He said he did "open lines of communication between the Senator's office and folks in the naked shorting movement."
Despite Sen. BENNETT's strong words to Donaldson during the March 9 public hearing, the spokeswoman said in an e-mail that in fact "Senator BENNETT doesn't know whether all the allegations of short selling by NCANS and others are accurate or whether claims that the new SEC regulation isn't working (are accurate)- for this reason he's pleased Chairman Donaldson has agreed to come brief him on how the SEC is enforcing the new regulation and what it has seen since it has been in effect."
It's likely that Byrne's large political donations last year bought him lots of goodwill from Utah Republican leaders.
Federal Election Commission records show that Byrne and his father, legendary insurance man Jack Byrne, each donated $500,000 to a political advocacy group named Save American Medicine on Oct. 6, 2004. FEC records show that the 527 group was registered by Evan Twede on Oct. 1 "to support reform of medical liability laws." Jack Byrne is Overstock.com's vice chairman.
Expenditures records filed with the FEC show that $858,650 of the million donated by the Byrnes was spent airing anti-Edwards ads attacking his record as a personal injury lawyer in his home state of North Carolina. One ad can still be seen at www.saveamericanmedicine.com .
FEC records show Chuck Warren of Bully Pulpit Inc. was the only other person who donated to that 527 group, giving $200 on Oct. 4. Utah electoral records show that Bully Pulpit was a campaign consultant for gubernatorial hopeful Huntsman in 2003. Huntsman was elected last year. Warren is a long-time Republican staffer who in the late 1990s was chief of staff for then congressman Chris Cannon, R-Utah.
Meanwhile, Twede, the man who registered the 527 group, is also known as a Salt Lake GOP operative. According to news articles, Twede designed a bold marketing campaign that helped BENNETT win his fist Senate seat in 1992. Stan de Waal, another GOP insider, is Save American Medicine's treasurer.
Sen. BENNETT's spokeswoman said that BENNETT has no relationship to the 527 group gifted by the Byrnes.
FEC records show that in the past Byrne gave to both Republican and Democratic candidates. But his political contributions took a sharp turn to the right in 2004. And in an e-mail, Byrne said he contributed to a number of Democrats in 2004.
He raised political eyebrows in Utah last year when he donated $75,000 to Huntsman's campaign, the largest contribution outside the Huntsman family.
Byrne also contributed $2,500 to Swift Boat Vets and POW's for Truth, a conservative group behind two of last year campaign's most memorable attacks on Sen. Kerry during his unsuccessful presidential bid.
Byrne doesn't believe that his political contributions influenced Sen. BENNETT's decision to bring the naked short selling issue to the Senate Banking Committee. In an e-mail, Byrne said he believes he is one of the largest donors to the Utah Democratic party.
Meanwhile with Overstock.com stock quadrupling over the last two years, it is unclear why Byrne is so preoccupied with short sellers, those investors who bet that the price of a stock will go down.
For the last few months, Byrne has been voraciously posting about the topic on the NCANS Website and on Overstock.com's online message board. In one of the messages on his company Website, posting under the alias Hannibal, Byrne describes his "fight with Wall Street criminals." In another online message, Byrne discusses the "financial media and the criminals", musing whether hedge funds have journalists on the take.
-By Carol S. REMOND; Dow Jones Newswires; 201 938 2074; carol.REMOND@dowjones.com [ 04-01-05 1645ET ]
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To: Francois Goelo who wrote (79096) 8/26/2005 10:55:21 AM
From: AsturiasPh.D/MBA Read Replies (5) of 94961
Global Links, ROBERT C. SIMPSON HAS DIPLOMA MILL DEGREE. ROBERT C. SIMPSON (100% OF THE FLOAT MAN) JOINS FELLOW DIPLOMA MILL DEGREE GRAD PAUL BROWN OF NUCLEAR SOLUTIONS (r.i.p). EUROTECHNICAL WAS RUN OUT OF A GUYS HOUSE IN CALIFORNIA, BUT LATER MOVED TO HILO HAWAII WHEN THE FBI WAS PUTTING THE HEAT ON DIPLOMA MILLS DURING OPERATION DIPSCAM BTW. MAYBE NEXT TIME THAT SENATOR TALKS AGAIN ON THE HILL HE CAN ALSO MENTION THE DIPLOMA MILL DEGREE PROBLEM ALSO.
"Eurotechnical Research University " INDEED LOL
His educational experience includes Michigan State University where he studied Education Systems Development. At Eurotechnical Research University he studied Business Administration and received a Ph.D. He also studied at Central Michigan University and the University of Michigan for Business Administration where he achieved a M.A. and B.B.A, respectively.
The biography does not indicate the location of Eurotechnical Research University or the dates on which SIMPSON received his degrees. In April 2002, an Administrative Law Judge for the U.S. Department of Health and Human Services concluded that Eurotechnical Research University, which had been issuing educational credentials, had been operating from a post office box in Hilo, Hawaii, and was unaccredited. At least one website lists Eurotechnical Research University at a post office box in Palo Alto, California – with no telephone number. Other documents indicate that Hawaii's Eurotechnical Research University offers a doctorate program in martial arts.
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ZannWell, Inc. - A Doctor in the House
Investigative Reports
November 24 2004
The over-the-counter markets are cluttered with "emerging growth companies," entities that have yet to develop meaningful operations, assets or revenues. It is easy for any struggling public company to get lost in that sauce. Lately, however, a growing handful of companies have latched on to a new hook, transforming themselves into "business development companies" and thereby distinguishing themselves from the bulk of their brethren.
A Business Development Company (BDC) enjoys certain advantages, including the ability to issue shares that are exempt from registration. See The Investment Company Act of 1940 – It Was a Very Good Year. In return, 70% of the BDC's assets must consist of qualified securities of other companies. That too can prove advantageous since the BDC's worth may be tied to the stock price of those portfolio companies, even when that market price does not reflect intrinsic value.
One company seeking to enter the ranks of BDC's is ZannWell Inc. (OTCBB). On November 19, 2004, ZannWell filed an Information Statement advising shareholders that the Company's directors would be granted authority to convert the business into a BDC before the end of 2005. It would mark just one more incarnation for an entity that has seemed poised to pursue a series of different businesses – but has yet to produce significant revenues.
Does this mean ZannWell is preparing to abandon its recent foray into real estate and business development, as it did with plans to focus on medical-immune disorders? Or does the Company plan to incorporate these ventures under the BDC umbrella – and if it does, will they qualify as acceptable portfolio companies?
The Company's direction and the means to implement these changes may remain up in the air, but that has not deterred investors. ZannWell recently found itself among the volume leaders on the OTC Bulletin Board, trading 40 MILLion shares on November 5th and 30 MILLion shares on November 8th. Indeed, despite the Company's continued search for direction and glaring absence of revenues, it has consistently traded in excess of one MILLion shares a day since mid-July 2004.
Leading us to wonder, just what are they seeing here?
The Post Vietnam Era
Until mid-2004, the Company now called ZannWell was known as USA Telcom Internationale. The Company's principal goal was to act as an intermediary between buyers in Vietnam and sellers, of goods or services, in the United States. If the business plan proved viable, the Company would receive fees for its services. By the end of 2003, the future of that enterprise seemed shaky and USA Telcom was in precarious financial condition. The Company had no revenues in 2003 and its current assets, as of December 31, 2003, totaled $615 – consisting of $115 in cash and $500 of marketable securities.
Not surprisingly, the Company decided that a change was in order. On March 19, 2004, USA Telcom sold 13 MILLion of its common shares - 70% of its outstanding stock - to Dr. Robert C. SIMPSON for $260,000. Dr. SIMPSON, who now controlled the Company, became its President, Chief Financial Officer and Secretary, as well as a director.
At the time, Dr. SIMPSON already was serving as President and director of another obscure OTC Bulletin Board Company, ATNG, Inc. (OTCBB: ATNG). He continued his affiliation with ATNG after assuming control of USA Telcom. His biography, which appears in ATNG's Form 10-K for the year ended December 31, 2003, states that Dr. SIMPSON's previous positions included stints as CEO of Pathobiotek Diagnostics, Inc. (Texas) and as president and director of Pathobiotek Diagnostics, Inc. (Nevada), which was engaged in bio tech research.
That particular biographical summary does not indicate the nature or source of SIMPSON's doctorate credentials. An earlier summary of his background, which was included in ATNG's Form 10-K for the year ended December 31, 2000 (at which time, by the way, ATNG was called Pathobiotek Diagnostics, Inc. (Texas), offers the following insight into Dr. SIMPSON's educational credentials:
His educational experience includes Michigan State University where he studied Education Systems Development. At Eurotechnical Research University he studied Business Administration and received a Ph.D. He also studied at Central Michigan University and the University of Michigan for Business Administration where he achieved a M.A. and B.B.A, respectively.
The biography does not indicate the location of Eurotechnical Research University or the dates on which SIMPSON received his degrees. In April 2002, an Administrative Law Judge for the U.S. Department of Health and Human Services concluded that Eurotechnical Research University, which had been issuing educational credentials, had been operating from a post office box in Hilo, Hawaii, and was unaccredited. At least one website lists Eurotechnical Research University at a post office box in Palo Alto, California – with no telephone number. Other documents indicate that Hawaii's Eurotechnical Research University offers a doctorate program in martial arts.
Did Dr. SIMPSON receive his doctorate from the Eurotechnical Research University whose campus seems to be centered in a Hilo post office box, from the Eurotechnical Research University that resides in a post office box in California, or from another, possibly accredited Eurotechnical Research University that we have been unable to identify or locate? His biography does not say - although a subsequent filing by ATNG indicated that he received his PhD in Business Administration from Eurotechnical Research University in 1992 and a PhD in Education from Michigan State University in 1998..
The infusion of $260,000 that resulted from Dr. SIMPSON's investment did not necessarily mean that USA Telcom's financial concerns were in the past. Unless the Company suddenly began to generate revenues, a significant portion of the money paid by Dr. SIMPSON for his shares seemed destined for the coffers of AMVI First Corporation, a company owned and controlled by USA Telcom's departing Chief Executive Officer, Allen Jones. On March 19, 2004, the Company agreed to pay $141,516 to AMVI in exchange for "business strategy consulting services." Less than a week later, on March 23, 2004, AMVI purchased all of the Company's existing assets, totaling $301,069 (including a $300,000 note) for $10,300 in cash.
That left Dr. SIMPSON with a shell company to mold and transform. He seemed prepared to do that, by acquiring another business in which he had an interest, a company called Blue Kiwi, Inc. A Form 8-K was filed by USA Telcom on April 5, 2004 announcing Dr. SIMPSON's ascension and noting the possible acquisition of Blue Kiwi. That filing provided no further information about Blue Kiwi, its business, its financial status, its plans, or its precise affiliation with Dr. SIMPSON.
There were other changes on the horizon. On June 7, 2004, the Company notified shareholders that it would change its name to ZannWell, increase its authorized common stock from 25 MILLion shares to 900 MILLion shares, and authorize the issuance of 50 MILLion shares of preferred stock. The notification, through a Form 14C Information Statement, was a formality. The changes already had been approved by Dr. SIMPSON, who continued to control more than 75% of the Company's outstanding shares. As a Nevada corporation, USA Telecom could make such changes at the direction of its controlling shareholder.
The Information Statement included one other item of interest to public shareholders who awaited the Company's transformation into a revenue producing, potentially profitable entity. Details of the Blue Kiwi business no longer were relevant since plans to acquire Blue Kiwi had been abandoned. The Company offered no explanation, saying only that it would either "commence operation or acquire another business with operations in which Dr. SIMPSON may have an equity interest."
And while ZannWell had given up on Blue Kiwi – and its unidentified operations - SIMPSON had not. Blue Kiwi resurfaced at SIMPSON's other public company, ATNG.
But first, commencing operations could prove a formidable task since Zannwell had no remaining operations – having sold its few assets to Allen Jones. In any event, the Company did not describe the operations it contemplated commencing.
Nor did it identify the operating business it might acquire – or the nature of its business, the state of its finances, or the terms of a potential acquisition. It did. However, indicate that Dr. SIMPSON might receive additional capital stock of Zannwell as a result of the acquisition.
Having authorized additional common shares, the Company moved quickly to register a bundle of them. On June 15, 2004, the Company filed a Form S-8, registering 7.5 MILLion shares to be issued to employees, directors and consultants under the "USA Telcom Internationale 2004 Employee Stock Incentive Plan" and the "USA Telcom Internationale 2004 Non-Employee Directors and Consultants Retainer Stock Plan." Then, on July 23, 2004, the Company amended the Form S-8, registering 207.5 MILLion shares for the two plans.
The Company did not indicate whether any of the shares had been issued, or identify the individuals to whom they might be awarded. As a practical matter, the shares to be issued under the two plans would represent a dramatic increase in the capitalization of the Company, which had 17,250,000 shares outstanding as of March 31, 2004 – including the 13,000,000 shares held by Dr. SIMPSON.
Shifting Course – Again and Again
Although it now had new ownership and management, and a treasury filled with shares to be handed out to employees, directors, consultants and in connection with potential mergers and acquisitions, the Company still had no business. On July 7, 2004, it took a step toward establishing a new identity, announcing that the Company would now be named ZannWell. The July 7th press release contained one other item of notice. ZannWell now claimed that it was a Business Development Company (BDC) with a primary focus on medical entities.
At the time, ZannWell did not say when it had elected to become a BDC or how that might affect the Company and its shareholders. Business development companies are regulated under provisions of the Investment Company Act of 1940, a relatively esoteric statute when compared with the Securities Act of 1933 and Securities Exchange Act of 1934, both of which are considerably more familiar to investors and securities industry professionals. BDCs enjoy a number of rights not generally shared by other public companies, including the ability to issue unregistered stock without SEC review.
A BDC also has a unique ability to accumulate assets whose actual value could prove quite speculative – including shares of highly volatile over-the-counter stocks.
In order to qualify as a BDC, at least 70% of a company's assets must consist of securities of "eligible portfolio companies" and cash. In short, an eligible portfolio company includes any issuer which is controlled by a BDC or which has less than $4 MILLion in total assets and more than $2 MILLion in capital surplus. The BDC can acquire those securities by several means, including from the issuer or any person affiliated with the issuer.
The BDCs assets are measured, in substantial part, by the market price of these portfolio shares. Consequently, if those prices become inflated, so do the BDC's assets.
Did this mean that ZannWell was planning to acquire medical entities for its portfolio? If so, how did the Company plan to pay for them? And while the acquisitions might enhance ZannWell's balance sheet, how would they translate into revenues? The Company offered no details of its plan and did not name any "medical entities" it wished to target.
On July 15, 2004, ZannWell announced the appointment of a new President and CEO, Dr. Luther E. Linder. The Company said that Dr. Linder also was continuing to serve as President and Chief Medical Officer of a company called Pathobiotek, Inc. and that he had headed twelve years of research for the Blue Kiwi nutraceutical line. The July 15th press release provided no further information about Pathobiotek, but the public records of the Nevada Secretary of State offer a smattering of information. Pathobiotek was formed in June 2001 and identifies its President and Treasurer as Robert C. SIMPSON and its Treasurer as Luther E. Linder.
As noted earlier, ZannWell already had given up efforts to acquire Blue Kiwi – but as we will see, Blue Kiwi continues to have a relationship with another public entity controlled by Dr. SIMPSON.
Dr. Lindner's tenure at the Company was short lived – as, apparently, was ZanWell's focus on the medical field. On August 12, 2004, the Company announced that Pat Liska, a food industry professional whose most recently had served as President of Fleming Foods' Rainbow Store operations, would be taking over at ZannWell and that the Company would shift its focus from "medical-immune disorders" to "real estate and business management." The terms of Mr. Liska's employment were not disclosed.
And, after less than one month at the helm, Dr. Lindner would be departing to become CEO and President at a "strategic partner" Cryptobe, Inc. where he would continue to investigate development of products to treat immune disorders. The Office of the Nevada Secretary State indicates that Cryptobe was formed on April 19, 2004. Robert C. SIMPSON is listed as President, Secretary and Treasurer of Cryptobe. It is not clear how Cryptobe would serve as ZannWell's strategic partner since the Company was no longer pursuing relationships in the "medical-immune disorder" industry.
ZannWell had changed direction, and still had not disclosed any acquisitions, but that did not stop the Company from offering the following description of its business:
ZannWell builds strategic relationships and acquires the companies with superior performance. Their primary focus is on real estate and business development.
Unfortunately, the Company had yet to identify those strategic relationships (other than the reference to Cryptobe), explain how its strategic partners might enhance ZannWell's finances, or identify any of those companies with "superior performance" in the acquisition pipeline.
An October 25th press release was hardly more illuminating. The Company claimed that it was "currently working on the acquisition of Real Estate properties and opportunities in the wholesale/retail food operations," and would concentrate on "acquiring and developing businesses that have an opportunity to generate revenue in a three to six month period." ZannWell's latest CEO, Pat Liska, explained that the Company believed its "strategy of focusing on opportunities we have identified in the wholesale/retail food areas are the appropriate paths for the company to take." That sounded logical considering Mr. Liska's background. Still, the press release provided no meaningful information about those potential acquisitions and did not indicate whether any negotiations had advanced toward consummation.
The October 25th press release also promised that ZannWell was creating a new website, which would be available in the near future. While that website remains "under development" it does contain some details that have yet to appear in the Company's skeletal press releases and public filings.
And, in some instances, notable distinctions. For example, the Company's recent press releases and public filings indicate that ZannWell is headquartered in Fenton, Michigan, but the website claims the principal corporate office is in Bloomington, Minnesota.
More importantly, the website discloses an intimate relationship between ZannWell and ATGN, Inc. (OTCBB: ATNG), another aspiring BDC controlled by Dr. Robert SIMPSON. As best we can determine, similar details of that relationship do not appear in ZannWell's press releases or public filings.
According to the ZannWell website, ATNG formed an entity called Danitom Holding Corporation in Nevada on July 15, 2004, to act as a holding company for the acquisition of real estate properties. The publicly available records of the Nevada Secretary of State reveal that Danitom was formed on July 9, 2004 and is already in default with the State of Nevada. Those records do not identify any officers of Danitom or specify a relationship between ATNG, SIMPSON or ZannWell.
ZannWell explains that Danitom was slated to become a "strategic partner" of ATNG, and subsequently to be acquired by ZannWell. The Company indicates that Robert SIMPSON decided to "assign" Danitom as a subsidiary of ZannWell after Pat Liska came aboard, suggesting that Dr. SIMPSON is calling the shots at each of these entities. As best we can determine, ZannWell has not filed any public documents reflecting Danitom's status as a ZannWell subsidiary.
What business does Danitom intend to pursue? The Company's website claims that Danitom plans to invest "mainly in established properties with predictable cash flows or in which a seller agrees to provide certain minimum income levels" and will attempt to "purchase direct ownership interests in properties with triple net leases with credit rated tenants that are income-producing." Danitom also may invest in other income-producing real estate, real estate development projects or real-estate related investments, including real estate investment trusts (REITs).
That pretty much runs the gamut of potential real estate projects, but begs one important question – how does Danitom plan to finance these ambitious projects? As of June 30, 2004, ZannWell had approximately $34,000 in the bank, a considerable drop from the $105,000 in ZannWell's bank account on March 30, 2004. That dip was even more glaring since ZannWell had no revenues and its expenses for the three month period, over $376,000, exceeded its available cash. Adding to that sad financial picture, as of June 30th, ZannWell owed $150,000 to ATNG, another SIMPSON controlled entity, for unspecified "expenses."
The ZannWell website makes no mention of the Company's financial condition. Instead, it focuses on the Danitom relationship, claiming that Danitom already has "begun" purchase agreements on two commercial real estate investment properties – although it does not identify the properties, indicate the status of those agreements or possible obstacles to their completion, provide terms of the acquisitions, or say how Danitom intends to pay for any properties. Instead, it simply asserts that
Zanwell will proceed through its normal process of funding, evaluating, stabilizing and performing ongoing analysis and audit of Danitom with the eventual goal of having Danitom operate independently under the ZannWell umbrella, but also in concert with ATNG as a Strategic Partner to take advantage of the many benefits offered by the ATNG organization.
Investors and observers may be surprised to learn that ZannWell has a "normal" evaluation process since it is not clear that the Company has undertaken, or completed, any other transactions.
The Company's current financial state is reflected in its most recent quarterly report, a Form 10-Q for the quarter ended September 30, 2004. As of September 30th, ZannWell's assets totaled $11,504 – consisting of "cash and equivalents." Liabilities, on the other hand, were slightly more than $86,000.
The Company still has not had any revenues in 2004, although it reported operating expenses of more than $29 MILLion for the first nine months of the year – virtually all of which was attributed to stock that the Company issued for services. That included 73.2 MILLion shares that unidentified ZannWell employees received by exercising options. ZannWell received approximately $130,000 from those option exercises.
The Form 10-Q also reveals a new acquisition for ZannWell, courtesy of Dr. SIMPSON's other company, ATNG. According to the Form 10-Q, ZannWell has entered into an agreement to acquire a business called Future Beverages, Inc. from an "affiliate" of ATNG. ZannWell provided no details of that agreement and no financial statements for Future Beverages, but predicted that the new venture would be profitable in early 2005. The Company indicated that its new facility is located in Tempe, and that Future Beverages "has a patented 'Cold Fill Process' for enhanced healthy beverage production like tasteless water with glucosamine and several other products.
There is no indication, however, that Future Beverages' products are presently in the marketplace or, if they are available, whether they have generated material revenues to date.
We discovered one other interesting item of information posted on the ZannWell website. The Company is represented by Equitilink, an investor relations firm which represents a number of other obscure, struggling companies, including several which have been featured in reports on StockPatrol.com – most, notably, Diamond Discoveries International, Inc. (OTCBB: DMDD); Signature Leisure (OTCBB: SGLI); and Cal-Bay International, Inc. (Pink Sheets: CBYI). The Company does not indicate the terms of its arrangement with Equitilink, or whether the investor relation firm is receiving cash, stock, or options in exchange for its services.
Equity Links Of Another Sort
Since acquiring control of ZannWell, Dr. SIMPSON has consolidated and improved his position. On July 12, 2004, the Company issued him 1,000,000 shares of Series A preferred stock and 10,000,000 shares of Series C preferred stock. Each share of Series A preferred stock may be converted into 10 shares of ZannWell common stock. Series C preferred shares are not convertible into preferred stock, but each share is entitled to 100 votes.
In other words, SIMPSON may obtain an additional 10 MILLion shares of ZannWell common stock by converting his Series A preferred shares, and he is entitled to 1 billion votes on all company matters by virtue of his Series C preferred stock holdings.
There is no doubt about who controls the Company.
Nor does this necessarily reflect the full extent of his share ownership. The June 30, 2004 Form 10-Q notes that, on June 25, 2004, ZannWell employees exercised options to purchase 2 MILLion shares of common stock at 3 cents a share. The Company did not indicate which employees participated in the option exercise, or whether Dr. SIMPSON was included. It is not clear, however, that the Company had any employees other than Dr. SIMPSON on June 25, 2004.
The Form 10-Q also disclosed that ZannWell issued 13.5 MILLion shares in July and August for "services" - although it does not describe the nature of those services or the individuals by whom they were rendered.
The Company also issued options to purchase 54 MILLion shares of common stock, at prices ranging from one cent to eight cents a share, for a total of $142,000 – but, here again, did not say who purchased the options. As a result of these various stock sales, over 86.75 MILLion shares of ZannWell common stock were outstanding on August 15, 2004 – compared to a mere 19.25 MILLion shares outstanding less than two months earlier on June 30th.
Some individual or individuals were receiving significant parcels of ZannWell shares, but whom?
Enter the BDC
Although ZannWell has referred to itself as a BDC since at least July 7th, only recently has the Company moved toward formalizing that status. On November 5, 2004 the Company filed a Preliminary Information Statement informing shareholders of plans to
• change its name to Danitom Corp.;
• increase the authorized common stock from 900 MILLion to 2 billion shares;
• increase the authorized preferred stock from 50 MILLion to 235 MILLion shares;
• authorize the board of directors to implement a 1 for 800 reverse split of outstanding common shares (or some lesser reverse-split at the board's discretion);
and finally,
• authorize the board of directors to convert ZannWell into a BDC.
Once again, the Information Statement is little more than a formality advising public shareholders of action approved by the two controlling shareholders, SIMPSON and Liska. According to the Information Statement, holders of Series A preferred stock have one vote for each share held, while holders of Series C preferred stock have 250 votes for each share owned – based upon an amendment to the Certificate of Designation of Rights for Preferred Shares, which initially granted Series A preferred shares and Series C preferred shares zero and 100 votes, respectively.
The Information Statement did not discuss, or even acknowledge, the status of the existing Danitom, or explain any relationship between that entity, ATNG, and ZannWell. None of the details of the Danitom operation, which offered on the ZannWell website, appear in the Preliminary Information Statement.
And what of the plan to become a BDC? The Company claims that, if the Board of Directors – apparently consisting of SIMPSON and Liska – decide to opt for BDC treatment, the Company would be able to raise additional funds for operations and develop a larger investor base. But if the Company is not yet a BDC – and may opt not to become one – why has it been calling itself a business development company in each of its recent press releases?
This is only one of many questions surrounding ZannWell, its operations and its plans. A host of other questions relate to the Company's relationship with ATNG, as we shall see when we look at that entity as we continue our series on business development companies.
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Global Links Corp
Capital Raised: $ 4.67million
Capital Burned: $ 4.45 million
Previous Executive Compensation: $143,627 annually (2004) for the current CEO
As broken down companies go, there's nothing exceptional about Global Links' balance sheet. It's the same old thing we see in a lot of these candidates for stock hospice. Millions raised, millions gone, and a nice salary for the man at the top.
What has made Global Links entertaining to watch has been their creative approach to common stockholder dilution and how they've managed this share dilution while effortlessly keeping control out of the hands of the shareholders being diluted.
Global Links made headlines when, after their February 1, 2005 reverse stock split, a Form 3 was filed by Robert C Simpson claiming to have acquired nearly 1.2 million shares of Global Links. This was supposed to have constituted 100 percent of Global Links' outstanding shares. Despite this acquisition by Mr. Simpson, millions of shares of Global Links common continued to trade, thereby fueling accusations that "naked short sellers" were somehow involved and actively seeking to harm Global Links. The story made more headlines when Senator Bennett of Utah referenced Global Links and Mr. Simpson in a Senate banking committee.
Unfortunately, Senator Bennett did not do any research on Global Links before he made his ill-timed remarks to SEC Chairman William Donaldson.
Had Senator Bennett done his research on Global Links, he would have immediately recognized their M.O. For the fourteen months prior to the February 1 reverse split, Global Links had diluted their previous common stockholders by some 90 percent. The company is a perpetual share issuing machine. In the sixty days that followed their reverse split, Global Links diluted their stock by over 70 percent.
Had Senator Bennett done his research on Global Links, he would have found that there was an amendment to a previous share offering filed with the SEC for 600 million shares that stipulated that the offering would not be affected by any future splits of the company's common stock.
So much for Mr. Simpson's 100 percent stake in Global Links.
However, this sundae has a very special cherry on top of it. Dig further through Global Links' SEC filings and you will find one of the most offensive notes ever seen in a company's annual report.
Global Links has an issue of Series B Preferred Stock outstanding. Some of the issue was given away to management in lieu of compensation in 2003, more was handed out in the time that followed. For bookkeeping purposes, the company has assigned a value of $15,000 for the entire 15 million share issue of Series B Preferred.
Here's the fun part.
Each share of Series B Preferred has the right to TWENTY votes for any vote involving the company's common shareholders. According to a Financialwire article in March, Mr. Simpson expressed concern that there might be a form of preferred shares that could prevent him from taking control of the company. Mr. Simpson had good reason to express concern as we shall see when we review Zann Corp tomorrow.
posted by Jimmy B at 3:36 AM
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