To: Dave Gore who wrote (4335 ) 6/3/1998 10:19:00 PM From: JohnO Read Replies (1) | Respond to of 25711
I was just reading some of ADCO 4/30/98 10KSB/A filings. Here is an excerpt from it: On December 18, 1997, the Securities and Exchange Commission (hereinafter the "Commission") filed a civil enforcement action complaint, 2:97CV 0963K in the United States District Court for the district of Utah, Central Division, against George Badger, former president of the Company, Karl Badger, president of the Company, and others, alleging violations of the general anti-fraud provisions of the federal securities laws. The complaint alleges that George Badger directed a scheme to manipulate the market for securities issued by GVI through payments to various broker-dealers and registered representatives. The complaint alleges that Mr. Karl Badger arranged for some of these payments. The complaint seeks a permanent injunction against future violations of the federal securities laws, a court order prohibiting the defendants from future participation in offerings of penny stocks and disgorgement of alleged profits. Mr. Karl Badger has filed an answer to the complaint denying the material allegations thereof, and filed Motions to Dismiss, and intends to vigorously defend the action. At the present time, the Company has agreed to indemnify and advance legal expenses for Karl Badger in connection with this matter. Item 4. Submission of Matters to a Vote of Security Holders. On February 20, 1997, an amendment to the Articles of Incorporation of the Company was approved by written consent of shareholders owning 1,219,331 shares (66%) in lieu of a meeting, changing the name of the corporation to American Resources and Development Company. A one-for-twenty reverse split of the Company's common stock was also approved. These changes became effective on March 27, 1997. <PAGE> PART II Item 5. Market for Common Equity & Related Stockholder Matters. The Company's common stock is currently traded in the over-the-counter market on the Electronic Bulletin Board under the symbol ADCO. The following table sets forth for the respective period indicated, the high and low bid quotations, as adjusted for stock splits of the Company's common stock, as reported by the National Quotation Bureau and represents prices between dealers, does not include retail markups, markdowns or commissions, and may not represent actual transactions: Calendar Quarters High Bid Low Bid - ----------------------------------------------------------- 1995 - ---- 1st Quarter 3.80 2.60 2nd Quarter 10.00 5.00 3rd Quarter 2.60 1.20 4th Quarter 3.80 1.20 1996 - ---- 1st Quarter 3.80 1.20 2nd Quarter 3.80 1.20 3rd Quarter 3.00 1.20 4th Quarter 2.50 0.60 1997 - ---- 1st Quarter 6.50 2.50 2nd Quarter 5.50 2.75 3rd Quarter 5.25 2.00 4th Quarter 1.75 .875 ======================= As of April 6, 1998, the Company had 1,890,481 shares of its common stock issued and outstanding, and there were approximately 1,300 shareholders of record. I checked historical pricing on ADCO and from 10/09/96 to 3/31/97 no trades are listed? 51.50% of shares are held by Banque SCS Alliance SA in Switzerland 19% of shares are held by management ADCO gets $19,000 franchise fee for each store and 3.5% royalty of ongoing sales from Fan-Tastic stores 36% of annual sales occur in Nov. & Dec. for Fan-Tastic stores. This information raises questions for me about ADCO. There was a lot more information in the 4/6/98 10KSB/A that I haven't read as yet. Anyone interested in reading check this site outsec.gov