Can 10% Investor Breath New Life Into World Health (WHAI)?
Boy, did the penny-stock traders find a gem today. Those guys may be the only people on the planet that love healthcare staffing firm, World Health Alternatives Inc (otc: WHAI). Shares of WHAI gained more than +77% today on nearly 3x average volume. In just 2 days, WHAI has moved from a 12-month low of $0.0315 to $0.064 (+103%). Most WHAI investors since October 2004 have most likely fallen into the "disgruntled bag-holder" category and Jeffrey K. Peterson may have become their de facto leader. But before we talk about Mr. Peterson, let's setup the recent action with a little background on WHAI's troubled trip from the penthouse to the outhouse.
Out of Control Growth...Can You Say Worldcom/Enron: WHAI is a classic example of growth through acquisition. Between May-04 and Dec-04, the company made no less than 6 healthcare staffing acquisitions. This "land-grab" boosted 2004 revenues from $3.7M in 2003 to $40.3M for FY-04. Just 3 months later, WHAI reported a staggering Q1-05 with $40.5M in revenues and $0.08 in earnings per share...again, just 3 months of operation compared to all of 2004. If you do the math, and believe the accuracy of these numbers, WHAI was setting up to do $0.32/shr in 2005. A 20 P/E should value them around $6.40/shr. So why is the stock trading in the 6-cent range instead of the 6-dollar range? The answer...Debt, fraud, delisting, class action suits, management resignations, etc.
Exit Stage-Right, CEO McDonald...Oops: It all started with the resignation of CEO Richard E. McDonald on 08/16/05. Three days later, WHAI reports that they are investigating: discrepancies in "at least" the following: shares outstanding; recognition of convertible debentures and warrants; underpayment of $4M in tax liabilities; irregular reports to lenders resulting in $6.5M of over borrowing; undisclosed private placement deals;...among other "bad things". This disclosure sent WHAI spiraling down over -73% in 1 day. This report was followed by no less than 9 class action lawsuits in 15 days, coupled with debt holders calling in notes. Since then, the stock has lost more than -99% (if that's even possible).
Enter Stage-Left, Jeffrey K. Peterson: Just Wednesday (12/07/05), investor Jeffrey Peterson filed an SC 13D reporting a 10.5% stake of 4.9M shares that he acquired at an avg cost of $1.23/shr. In the filing, Mr. Peterson proceeds to "blast" WHAI current and previous management. Interestingly, however, he states that he, "believes that the Issuer's stock price is significantly less than its intrinsic value due in part to poor management." Beyond suggesting the complete replacement of WHAI management and litigation, Mr. Peterson would like to "explore financing options to prevent bankruptcy", as well as, "explore bankruptcy filing options". Mr. Peterson has experience with public companies. He served as a director of Drugmax Inc (DMAX) from 1999-2002 and Vice-Chairman of Central European Distribution Corp (CEDC) from 1998-2004...among many other distinguished accomplishments.
So What Is Going on With This Troubled "6-cent" Stock? To some, Mr. Peterson may be WHAI's savior. To others, he may simple be setting up a "parachute" before unavoidable bankruptcy. Considering the undisclosed debt picture, possible fraud and a multitude of class-action lawsuits, is it possible for WHAI to avoid bankruptcy? Look at Worldcom and Enron...Big-time, viable companies that filed Chapter 11 and left common shareholders holding the bag.
What Happens Between Now And Then? Very, very good question. Obviously, many traders saw Mr. Peterson's filing as a positive (see Thursday's trading activity). Will there be disclosures of WHAI's "intrinsic value" in the near future? One would have to imagine that this company is worth much more than the current $3M valuation...BUT...will that value pass down to shareholders or just stop with creditors in bankruptcy proceedings? Expect a TON of volatility as new information surfaces over the coming weeks until Mr. Peterson forces clarity. It should be fun to watch.
posted
Over $3.50 in August. I don't think this guy is going to let this thing rest on its own. I think he is pissed (I would be to if I had over $5 million in this stock)He has been in 2 other reporting companies. I see this as a risk but could be a gigantic winner.
Posts: 87 | From: Kansas | Registered: Nov 2005
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posted
call me crazy but I think I like this one, chart says this is goin to .13 or so imo
-------------------- Choosing individual stocks without any idea of what you're looking for (or without reliable information) is like running through a dynamite factory with a burning match. You may live, but your still an idiot. Posts: 5320 | From: Syracuse, NY | Registered: Apr 2005
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posted
caught me some at .073 about 10 min ago, she's movin well!
-------------------- Choosing individual stocks without any idea of what you're looking for (or without reliable information) is like running through a dynamite factory with a burning match. You may live, but your still an idiot. Posts: 5320 | From: Syracuse, NY | Registered: Apr 2005
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posted
have another order in for .066, the lip of the bowl on the chart, cmon baby come back down to papa!
-------------------- Choosing individual stocks without any idea of what you're looking for (or without reliable information) is like running through a dynamite factory with a burning match. You may live, but your still an idiot. Posts: 5320 | From: Syracuse, NY | Registered: Apr 2005
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posted
got in at .051, dropped to like .035 just 2 days ago.Should of got more but you never know in pennyland.If this guy is for real,and I think he is, something is going to happen whether it be good or bad.I like it that way, let us know one way or another.Someone could of taken this thing as low as they could and acc.a lot of shares for ?????? purposes.If you know what I mean.
Posts: 87 | From: Kansas | Registered: Nov 2005
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posted
cmon keep droppin it down, this well make a run on .09 by EOD imo
-------------------- Choosing individual stocks without any idea of what you're looking for (or without reliable information) is like running through a dynamite factory with a burning match. You may live, but your still an idiot. Posts: 5320 | From: Syracuse, NY | Registered: Apr 2005
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posted
still have my lowend orderin at .066 might change it soon, this is setting up will for a late day run
-------------------- Choosing individual stocks without any idea of what you're looking for (or without reliable information) is like running through a dynamite factory with a burning match. You may live, but your still an idiot. Posts: 5320 | From: Syracuse, NY | Registered: Apr 2005
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posted
EOD? I think this will run for a while. A lot of people on RB in this on avg. at .30 and .45. If this guy get his stuff together, this could be huge.Be careful if you are going to flip it?
Posts: 87 | From: Kansas | Registered: Nov 2005
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posted
Not really in to holding this, 20-30% and im out, never lost money taking profit :-)
-------------------- Choosing individual stocks without any idea of what you're looking for (or without reliable information) is like running through a dynamite factory with a burning match. You may live, but your still an idiot. Posts: 5320 | From: Syracuse, NY | Registered: Apr 2005
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posted
Here is all the details straight from the SEC filing yesterday at 4:28 pm
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. _____)*
WORLD HEALTH ALTERNATIVES, INC. (Name of Issuer)
Common Stock, $.0001 par value (Title of Class of Securities)
98147T104 (CUSIP Number)
Louis W. Zehil McGuireWoods LLP 1345 Avenue of the Americas New York, NY 10105 212-548-2138 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 1, 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 that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [X]
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. 98147t104
1 Name of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Jeffrey K. Peterson
2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) N/A (b)
3 SEC Use Only
4 Source of Funds (See Instructions) PF
5 Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A
6 Citizenship or Place of Organization United States
Number of 7 Sole Voting Power 4,939,000 Shares Bene- ficially by 8 Shared Voting Power Owned by Each Reporting 9 Sole Dispositive Power 4,939,000 Person With 10 Shared dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,939,000
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13 Percent of Class Represented by Amount in Row (11) 10.536%
14 Type of Reporting Person (See Instructions) IN
Item 1. SECURITY AND ISSUER This Schedule 13D relates to the shares of World Health Alternatives, Inc. The principal executive offices of the Issuer are located at 777 Penn Center Boulevard, Suite 111, Pittsburgh, Pennsylvania 15235.
Item 2. IDENTITY AND BACKGROUND This statement is filed on behalf of Jeffrey K. Peterson, 1707 Waldemere Street, Sarasota, Florida 34239. The Reporting Person is a self-employed investor.
During the last 5 years, the Reporting Person has not been convicted in a criminal proceeding, nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which he 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.
Mr. Peterson is a U.S. citizen.
Item 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS Mr. Peterson has accumulated shares of the Issuer using personal funds.
Item 4. PURPOSE OF TRANSACTION The Reporting Person believes that the Issuer's stock price is significantly less than its intrinsic value due in part to poor management. He plans on entering into discussions with the Issuer's management to explore measures to enhance shareholder value and, if such discussions are unsuccessful, to seek to replace management.
The Reporting Person believes that management:
*has failed to execute its obligations of oversight and review; *failed to ensure that the Issuer has met its SEC reporting requirements; *has allowed the Issuer to be delisted from the Bulletin Board; *has failed to comply with its Articles of Incorporation and Bylaws in terms of corporate governance; *has failed to replace outgoing board members; *has engaged in conduct to the detriment of the Issuer as will be detailed upon further investigation.
Accordingly, based on these and other opinions, beliefs and concerns, the Reporting Person may seek to call a special meeting of the Issuer's shareholders or at the 2006 annual meeting of shareholders, through solicitation of proxies or otherwise, seek to elect one or more of his nominees to the board of directors of the Issuer. The Reporting Person may also seek to meet or discuss with other shareholders concerning matters raised in this Schedule 13D and other corporate governance issues. The Reporting Person may in the future propose other matters for consideration and approval by the Issuer's shareholders or the board of directors, including:
*replacement of the board of directors; *consideration of litigation against those persons who are responsible for or who have received unjust enrichment from the Issuer; *exploring the possibility of raising additional capital to prevent bankruptcy; *exploring options within a bankruptcy filing; *requiring full disclosure of the current financial condition of the Issuer to shareholders; *exploring the rescission of existing indemnity agreements with management and directors; *replacement of management as appropriate; *other actions as may be deemed appropriate upon further investigation.
The Reporting Person intends to review his investment in the Issuer on a continuing basis and in consideration of various factors including, without limitation, the Issuer's financial position and his investment strategy, the price levels of the common stock, conditions in the securities markets and general economic industry conditions. He may in the future take such actions with respect to his investment in the Issuer as he deems appropriate including, without limitation, purchasing additional shares of common stock or selling some or all of his shares or changing his intention with respect to any or all matters referred to in this Item 4.
Item 5. INTEREST IN SECURITIES OF THE ISSUER From the Issuer's last quarterly report for the period ended March 31, 2005, there were 46,879,382 shares of common stock outstanding. Based upon that information, the Reporting Person holds 10.536% of the Issuer's outstanding common stock.
Mr. Peterson has sole power to dispose of and vote securities identified in this Item 5.
The Reporting Person has acquired shares of the Issuer's common stock as follows:
The Reporting Person has the sole right to receive and the power to direct the receipt of dividends.
The Reporting Person's wife, Cornelia F. Peterson, holds 2,000 shares of common stock. The Reporting Person disclaims any beneficial interest in such shares.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER None.
Item 7. MATERIAL TO BE FILED AS EXHIBITS None.
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: 12/8/05
By: /s/ Jeffrey K. Peterson __________________________ Name: Jeffrey K. Peterson </TEXT> </DOCUMENT>
-------------------- Choosing individual stocks without any idea of what you're looking for (or without reliable information) is like running through a dynamite factory with a burning match. You may live, but your still an idiot. Posts: 5320 | From: Syracuse, NY | Registered: Apr 2005
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-------------------- Choosing individual stocks without any idea of what you're looking for (or without reliable information) is like running through a dynamite factory with a burning match. You may live, but your still an idiot. Posts: 5320 | From: Syracuse, NY | Registered: Apr 2005
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