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Non-Tech : Seaway Valley Capital Corporation -- Ignore unavailable to you. Want to Upgrade?

To: AMERICAN_PSYCHO who wrote (2)	11/4/2007 1:16:05 AM
From: KristopherRobin	Respond to of 4

Ponzie Scheme??? You decide. This is a long post, because I have taken the time to provide you with information that I think you should be aware of if you are still a shareholder of SWVC. I purchased a position in SWVC of over 1MM shares at an average price of $0.0056. I was just lucky, had done some research and thought I had something that would turn into a real long term investment. 1). I was extremely disappointed by the first 8-K on WiseBuys and had some very frank discussions with Mr. Andrew Hellman - the Company's IR. (212)732-4300 as to inconsistencies with the 8-K, shareholder dilution and misleading statements. Within a day another 8-K was released. An example of a Misleading Statement: >From the September 18, 2007 press release: "WiseBuys and its partners generated store-wide sales and trading revenues of approximately $12.5 million in 2006, and WiseBuys alone generated "Comprehensive Income" in 2006 of just under $1,000,000." For the first time, I found out that WiseBuys actually had NEGATIVE OPERATING INCOME for the period and that the positive "Comprehensive Income" was all do to one time sale of securities. IN FACT, I learned that the entire business plan for WiseBuys was dumped for a new strategy because, and I quote from the 8-K: "The substantial reduction in our gross margin during fiscal 2007 created a serious cash flow problem, as our retail marketing operations for the year produced negative cash flow of $438,421." So a business that had only a few years of operating, what appeared to be strong management was in fact floundering, but the initial report to shareholders stated that "Comprehensive Income" was positive. 2). Secondly; there were some inconsistencies with number of shares outstanding in the first 8-K. I spoke with Mr. Hellman, who couldn't answer my question my called Scozzafava who informed me later in the day about the actual shares outstanding and that the huge increase was do to conversion of debt. THE FIRST 8-K, Filed 10/23/07: "Upon completion of the Merger, there were 450,099,879 shares of the Company's common stock issued and outstanding. In addition, there were 1,458,236 shares of Series C Convertible Preferred Stock issued and outstanding, which could be converted into 274,491,461 common shares at the market price of $.02 1/2 on October 1, 2007." Total dilution = 724.5MM !!! THE NEXT FILING - Filed 10/26/07: (page 14) "SECURITY OWNERSHIP OF BENEFICIAL OWNERSHIP AND MANAGEMENT Upon completion of the Merger, there were 652,964,010 shares of the Company's common stock issued and outstanding. In addition, there were 1,458,236 shares of Series C Convertible Preferred Stock issued and outstanding, which could be converted into 274,491,461 common shares at the market price of $.02 1/2 on October 1, 2007." TOTAL DILUTION = 927.4MM !!! AT THIS RATE THE COMPANY WILL HAVE TO INCREASE AUTHORIZED SHARES FROM 2.5 BILLION IN 9 MONTHS!!!!!!!!!!!!!!!!!!!!!!!!!!! I ALSO READ THE FOLLOWING DISCLAIMER, FIRST TIME I HAVE SEEN THIS AND JUST THOUGHT "TALK ABOUT CALLING THE KETTLE BLACK". "Stockholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market." 3). To my amazement, Mr. Andrew Hellman agreed with my points and complaints. I believe the Company should have filed a separate 8-K upon conclusion of negotiations with debt holders that resulted in the incredible dilution. My conclusion was - "Man, if the IR agrees with me, what am I doing hanging around in this Ponzie scheme". Just another lesson learned in the Fantasy Land of Bulletin Board stocks. I sold all my stock at an average price of $0.029. Sad, because I could have sold it along with the trading position I tapped out when the stock moved to $0.08 and then just recently $0.05. BUT, I thought I had a long term position that could be worth a lot. Last thing I did was to contact my lawyers and they have filed a complaint with the SEC. I've learned in this Fantasy Land of Bulletin Board stocks that "what goes around, comes around".