Just so all you longs understand. There are no shorts on a penny stock. No one is making fun of Altomare because they want to get in cheaper. The MM's are not playing games. If you are up you got lucky. If you are down you deserve it for improper research.
In the end, if you hold you will lose. All current longs will return as bashers because they will research USXP after they lost their money and they got desperate to find a reason why they got scammed. Too Late!
Bashing USXP and Richard ALtomare is just downright fun because he makes it sooo easy. Realize this, there is no deal or deals in the works. USXP has no income, no assets, no valid business model and most important, no money. Look at the 5 year chart and every spike you see was a scam. Your on the downside of the current spike now. Good Luck.
Adverti
-------------------- Making it a little at a time....Now is the time to determine if you are a man or a mouse. Posts: 1543 | From: Ogilvie, MN, US | Registered: Apr 2004
| IP: Logged |
posted
Here's some reading while you wait for the results of the webcast: (from Raging Bullbleep)
A little background on Hugh Beck for geronimo!!
------------------------------------------------------------------- SEC v. USXP - Declaration Of Hugh BECK
1. My name is Hugh Beck. I am over the age of eighteen years and have never been convicted of a felony or crime involving moral turpitude. I have personal knowledge of the facts set forth in this declaration, and if called to testify, I could and would testify competently thereto.
2. I am employed as an attorney with the Division of Enforcement of the United States Securities and Exchange Commission ("SEC" or "Commission") in the Central Regional Office, Denver, Colorado. Since about August 2003 I have been an officer of the Commission authorized to issue subpoenas and take sworn testimony in an investigation of this matter. During the course of this investigation I have subpoenaed bank, transfer agent, broker dealer, and various documents from other persons. I have also taken sworn testimony from various persons and conducted interviews. This declaration is based on that investigation and the documents obtained including bank and brokerage records.
I. THE DEFENDANTS
3. Universal Express, Inc., ("Universal") a Nevada Corporation, has its principal place of business in Florida and has an office in New York, New York. The company operates a variety of developmental stage businesses including, a network of independent shipping businesses, luggage shipping, and equipment leasing. The common stock of Universal is registered with the Commission pursuant to the Securities Exchange Act of 1934 and as a result the company files reports with the Commission on Forms 10-KSB (annual) and 10-QSB (quarterly). Universal’s average daily volume of trading during January and February 2004 was 6,559,920 shares. [Exhibit 1] The stock trades over-the-counter.
4. Richard A. Altomare, age 55, is a resident of Florida, and has been Universal's chief executive officer and a director of Universal since 1992. Altomare is currently the sole officer and director of Universal and signed the company’s filings with the Commission. According to Universal's most recent Form 10-KSB, Altomare owns 32,590,173 shares or about 6.6% of the company’s outstanding common stock.
5. Chris G. Gunderson Jr., works in Universal's New York City office and has been Universal's in-house attorney since 1995.
6. Mark S. Neuhaus, age 49, lives in New York, New York. Neuhaus has been associated with Universal since the middle of 2001. Neuhaus received stock from Universal and later engaged in an unregistered public distribution of that stock as detailed below.
7. George Sandhu, age 38, lives in New York, New York and has since 1999 been employed at an investment adviser registered with the Commission. In sworn testimony Sandhu asserted his Fifth Amendment rights and refused to answer any substantive questions. [Exhibit 2]
8. Spiga Ltd., is a Bermuda investment company controlled by Sandhu. Sandhu has trading authority over brokerage accounts of Spiga. He also controls transfers of funds from those accounts. [Exhibits 3a-3d] Spiga received stock from Universal and later engaged in an unregistered public distribution of that stock as detailed below.
9. Tarun Mendiratta, age 33, is a resident of Connecticut. Mendiratta directed and controlled the disposition of stock received by nominees of his from Universal that was sold by him in an unregistered public distribution of that stock as detailed below.
II. UNREGISTERED DISTRIBUTION OF STOCK BY ALL DEFENDANTS
A. Summary
10. On June 30, 2000, the end of Universal’s 2000 fiscal year, the company had approximately 19 million shares outstanding. [Exhibit 4]
11. By December 31, 2003, Universal's outstanding shares exceeded 650 million due primarily to the execution of the capital-raising scheme initiated in April 2001 involving continuous issuances of new Universal shares that were distributed illegally to the public without being registered. [Xbt. 5]
12. I have search the SEC's data base of filings and have determined that since April 2001, none of the public re-sales of Universal stock to the investing public were registered with the Commission. [Exhibit 6]
13. The unregistered distribution of stock was implemented by the issuance of stock by Universal to Neuhaus, Spiga, Mendiratta's nominees, and their later public re-sales of that stock without registration with the Commission.
14. In connection with the issuance of stock to Neuhaus, Spiga, and Mendiratta's nominees the company signed consulting agreements with the recipient of the stock to purportedly qualify the recipient to receive the stock for registration with the Commission on Form S-8. [Exhibits 7a-7d] Gunderson prepared at least one of the consulting agreements.
15. Recipients of the purported S-8 stock, including Spiga (at Sandhu's direction), Neuhaus, and Mendiratta's nominees re-sold it into the public markets and remitted a portion of the sales proceeds to Universal in an apparent effort to raise capital for the company or paid a discounted price compared to the current market price of the stock. No distribution of the stock into the public markets by these persons was registered with the Commission.
16. For the two fiscal years between June 30, 2001 and December 31, 2003, Universal reported total revenue of $2.9 million. It had a net loss from business operations during the same period. However, during this same period, it received at least $8.5 million from the capital raising scheme from Neuhaus, Sandhu, and Mendiratta's nominees.
17. Gunderson also drafted restricted stock purchase letters apparently to make it appear that payments by the re-sellers to the company were for restricted stock, rather than the purported S-8 stock they were distributing into the public markets. [Exhibits 8a-8e; Exhibit 9a, pp. 203, 237]
18. Universal filed two S-8 registration statements with the Commission registering the issuance of only 50 million shares of its stock. [Exhibits 10a-10b] However, according to the records of its transfer agent, it issued more than 500 million shares to Neuhaus, Spiga, and Mendiratta's nominees between April 2001 and January 2004. [Exhibits 11a-11d]
19. Universal continues to issue stock purportedly registered with the Commission on Form S-8 even though it long ago had issued many times the 50 million shares covered by its two S-8 registration forms. According to the company's transfer agent, in February 2004 and March 2004, the company directed the issuance of 11 million shares of purported S-8 stock to a single individual. [Exhibits 12a-12h] At least 4 million shares of this stock have been re-sold to the public in an apparent unregistered distribution for proceeds of at least $240,000. [Exhibit 13]
B. Neuhaus
20. Neuhaus admitted that he negotiated with Altomare an arrangement whereby he would receive "free trading" Universal stock in exchange for a price substantially below the public trading price of the stock. [Exhibits 14a-14c, Exhibit 9, pp. 122-123, 220]
21. On at least one occasion, Gunderson prepared and sent to Neuhaus a calculation of the number of shares he was to receive based on an agreed upon discount from the then prevailing market price of Universal stock. [Exhibit 14b]
22. In November 2001, one of Neuhaus' brokers questioned whether stock issued by Universal to Neuhaus could be publicly sold without a registration statement. Notwithstanding the fact that by this time the purported S-8 shares issued to Neuhaus exceeded the 50 million shares covered by Universal's actual S-8 registration statements, Gunderson prepared a legal opinion falsely stating that Neuhaus "was covered by the company’s S-8 registrations for its common shares." [Exhibit 15]
23. Between April 2001 and November 2003 Universal issued to Neuhaus approximately 271 million shares of Universal stock. Universal and Altomare falsely told the company's transfer agent that all of this stock was "to be free trading under an S-8 registration." [Exhibit 16] Based on a review of Universal's audit work papers, bank and brokerage records I have determined that Neuhaus or entities he was affiliated with paid Universal approximately $5.1 million for this stock. He in turn publicly re-sold it for proceeds of at least $8 million.
C. Spiga and Sandu
24. Between August 2001 and December 2003 Universal issued to Spiga approximately 157 million shares of Universal stock. Universal and Altomare falsely told the company's transfer agent that all of this stock was "to be free trading under an S-8 registration." [Exhibit 17] Prior to August 2001 Universal had already issued to Neuhaus more than the 30 million shares of stock covered by Universal's first S-8 registration Form. According to Universal's audit work papers, bank and brokerage records, Sandhu directed or made payments to Universal totaling approximately $2.4 million for this stock, often using the proceeds of public re-sales to make the payments.
D. Mendiratta
25. Between August 2002 and January 2004 Mendiratta arranged for two individuals who are residents of India would act as his nominees. Mendiratta opened brokerage accounts in their names and deposited approximately 79 million shares of S-8 Universal stock to those accounts. This stock was issued to his nominees purportedly in exchange for the nominees' consulting services. I was informed by the broker on these accounts, that the individuals had been represented by Mendiratta to him to be Mendiratta's aunts and that Mendiratta had actually opened the accounts. Mendiratta at all times controlled the trading activities in those accounts. [Exhibit 18]
26. Prior to August 2002 the S-8 shares issued to Neuhaus and Spiga exceeded the 50 million shares of stock covered by Universal's Forms S-8. Nevertheless, Universal, Altomare and Gunderson falsely told the company's transfer agent that all of the stock issued to Mendiratta's nominees was "free trading under an S-8 registration." [Exhibit 19a-19d] According to audit work papers, bank and brokerage records, the Mendiratta and the nominees wired payments totaling approximately $1.2 million for this stock to Universal.
III. FALSE PUBLIC STATEMENTS
A. Summary
27. During the period the company was issuing stock to persons who re-sold it into the public markets to raise money for the company, Universal had limited revenues and operating losses. Yet at the same time, Altomare transferred substantial funds from Universal to himself and his wife and had Universal pay various personal expenses of his. These amounts totaled approximately $1 million. Universal in filings with the SEC claimed that the transfers were "advances" to Altomare.
28. While issuing the stock to Neuhaus, Sandhu, and Mendiratta, Universal issued a series of false press releases. The market effect of those releases was dramatic.
29. From May 2002 to April 2003, Altomare caused Universal to issue four false press releases that announced Universal’s receipt of purported large funding commitments. Each of the releases materially overstated the willingness or ability of the lender to fund the transaction. Each release was followed by a substantial increase in Universal's share price and trading volume, which permitted the re-sellers to dispose of large amounts of Universal shares.
30. In October 2003, Altomare and Universal issued a press release claiming that Universal had contracted to purchase an airline. That release was false and misleading as detailed below.
31. The below table documents the market reaction to the various press releases issued by Universal and is based on published market data [Exhibits 20a-20e]: Date of Release Mkt. Volume Day Before Mkt. Volume Day of Release Previous Day Close Price Day of Release Close Price
May 23, 2002 * 2.9 million * 26 million * $.02 * $.033
July 10, 2002 * 1.3 million * 10.6 million * $.021 * $.024
November 21, 2002 * 5.2 million * 19.6 million * $.017 * $.026
April 9, 2003 * 2.3 million * 109.7 million * $.007 * $.026
October 12, 2003 * 29.4 million * 131.8 million * $.072 * $.103
32. Universal, Altomare, and Gunderson also caused Universal to make false statements in its filings with the SEC and to its auditors concerning the funding of the company through the unregistered distribution of stock.
33. Universal, Altomare, and Gunderson caused Universal to make false statements in its SEC filings about the source of the funds it received from the re-sellers.
34. Universal and Altomare also made other false public statements about the company detailed below.
B. May 23, 2002 Announcement of $100 million in Funding Commitments
35. On May 23, 2002, Universal issued a press release falsely claiming it had received "Over $100,000,000 in Funding Commitments" from "two International Hedge Funds." [Exhibit 21] Quoting Altomare, the release further stated: "To complete our corporate objectives, Universal obviously needs to jump start revenues, profits and logistical capabilities. Fortunately, that belief is shared by these investors, who have already invested over $5,000,000 with Universal over the past five years. . . . These monies will be invested initially as debt and equity only at prices well above the current market value . . . . [D]eveloping companies like Universal Express with capital can now seize the opportunities that are readily available to it."
36. The press release was materially false and misleading.
37. Neuhaus testified and Sandhu told me in an interview, that, at Altomare’s request [Exhibit 9b, p. 47], each prepared a "funding" letter. Neuhaus' letter stated that an entity Neuhaus controlled had "authorized $5,000,000 in additional seed capital" for Universal and that it would "also provide up to $40,000,000 in long-term financing, if necessary." [Exhibit 22] In testimony, Neuhaus admitted that the value of Coldwater’s total assets was far less than $45,000,000. [Exhibit 9a, pp. 175-177] Sandhu’s letter, which he wrote on behalf of Target Growth Fund stated that Sandhu had "authorized up to $7,500,000 in additional capital from the Fund for future approved [Universal] acquisitions," and that he was "also prepared based upon due diligence and proper collateral to arrange an additional $50,000,000 in long term financing. . . ." [Exhibit 23] In fact, Sandhu admitted to me in an interview that Target Growth Fund could not at the time invest $57,000,000 in Universal. Sandhu admitted to another SEC staff member that Target Growth Fund’s total assets were only $4 or $5 million.
38. In May 2002, Sandhu and Neuhaus prepared new lters expressing commitments to fund Universal’s proposed acquisition of a transportation company. Sandhu’s letter dated May 21, 2002 stated: "[B]ased upon the initial proposed letter of intent, we would be committed to the funding of the combined company. Please let us know when the final terms have been negotiated so we can move our discussions to the next level." [Exhibit 24] After receiving Sandhu’s letter, Universal faxed to Neuhaus language, including the statement: "[M]y hedge fund and partners enthusiastically commit to the funding of Universal Express’ strategic acquisition . . . ." [Exhibit 25] Although Neuhaus did not manage a fund of any sort, he copied the text into a letter dated May 22, 2002 that he delivered to Altomare. [Exhibit 26]
39. The press release was thereby materially false and misleading. Even on their face Sandhu’s letters did not state a "commitment" to invest, but instead stated that Sandhu was prepared "based upon due diligence and proper collateral" to arrange financing and that Sandhu "would be committed to the funding of the combined company" (emphasis added) if the acquisition worked out.
40. The press release also falsely claims that Neuhaus' entity and Sandhu's entity would pay a premium over the market price to invest in Universal and fund the company. In fact, Neuhaus and Sandhu had paid substantially less than current market prices for the Universal stock they had acquired and re-sold.
41. Neuhaus, who had been selling approximately 500,000 Universal shares per day prior to May 23, 2002, sold more than three million shares before the close of trading. He received total proceeds of $80,180. [Exhibits 27a-27b]
42. I have determined in my investigation and have requested documents from a Canadian brokerage firm that show that Spiga, at Sandhu's direction sold about 1 million shares of Universal stock on May 23 and an additional one million shares on May 24. He received proceeds of about $64,000.
C. July 10, 2002 Announcement of $460 million Letter of Intent
43. By July 9, 2002, Universal’s stock price had again drifted down to $0.02. On July 10, Universal issued a press release announcing that "in addition to its previously announced $100,000,000 in venture funding commitments, . . . [Universal] has received a letter of intent from a funding institution for $460,000,000." [Exhibit 28]
44. The press release was based on a letter Universal had received from a loan broker. [Exhibit 29] In fact, Altomare did not have an agreement for the purchase of the assets and Altomare never delivered to the broker promised bankruptcy court documents supporting the value of the assets. In addition the letter of intent had been delivered not by a funding institution, but by a loan broker that had no available funds of its own to invest.
D. November 21, 2002 Announcement of $25 Million in Additional Funding
45. On November 21, 2002, Universal issued a press release that began: "In further preparation of its planned acquisition programs, Universal announced additional funding of $25,000,000 from Transamerica and New Millennium Financial." Quoting Altomare, the release continued, "This funding, in addition to previously announced funding of $100,000,000 and $460,000,000 . . . is designed to advance our delivery network capabilities and obviously add revenues and personnel infrastructure. . . . [H]aving the continued financial and corporate confidence of so many respected institutions continues to empower all of us at Universal. . . . This $25,000,000 brings our total financial commitments to $585,000,000." [Exhibit 30]
46. The press release was materially false and misleading. It was based on letters from Transamerica Business Capital Corporation ("Transamerica") and New Millennium Financial Corp. ("New Millennium").
47. The Transamerica letter was merely a tentative "funding proposal letter" for a $20 million credit facility in connection with a proposed acquisition. The third paragraph of Transamerica’s letter explicitly stated: "It should be emphasized that the following is only a letter of proposal and it is not intended nor should it be construed as a commitment on the part of Transamerica Business Capital Corporation." [Exhibit 31]
48. Likewise, the New Millennium letter was a tentative letter of intent, and not a commitment for a $5 million credit facility. [Exhibit 32]
49. Universal never received any funding from Transamerica or New Millennium.
50. Altomare knew that the letters from Transamerica and New Millennium did not represent actual financial commitments. After becoming aware of the press release, Transamerica stated in a December 15, 2002 letter to Altomare that the announcement “incorrectly states the facts” and Transamerica “expects that the misstated facts in your press release will be promptly corrected.” Universal failed to correct the release after receiving Transamerica's complaint letter. [Exhibit 33] Altomare also knew that his discussions with brokers regarding the $460 million in funding had long since terminated.
E. April 9, 2003 Announcement of $300 Million in Funding
51. On April 9, 2003, Universal issued a press release with the headline "Universal Express Inc. ("Universal-L") – Receives $300,000,000 For Transportation Funding." The release then asserted that the company "to-day received $300,000,000 in committed and approved funds and plans to acquire a soon to be announced nationally established transportation company. A Letter of Intent with that Company to be acquired has been signed . . . ." Quoting Altomare, the release further stated: "The formal closing should be concluded in 75 days or less, and a specific announcement will be made by both parties at the appropriate time . . . ." The purpose of this preliminary announcement, according to the release, was "simply [to] inform[] the public of [Universal’s] financial capability to now effectuate a transaction of this size . . . ." Continuing this theme, the release also observed: "During the developmental stages of any company, that company may receive financial commitments based on the funder’s due diligence requirements . . . . To-day’s commitment is far more definite and it is for that reason a press release has been issued." [Exhibit 34]
52. The press release was materially false and misleading. In December 2002, Universal convinced Coach USA to sign a letter of intent for the sale of its assets to Universal.1 The proposed terms required Universal to pay half the purchase price ($300 million) in cash at the closing, which was to occur no later than March 31, 2003. [Exhibit 35]
{1 Based on my investigation I determined that Coach USA was an American subsidiary of Stagecoach PLC, a public company based in Scotland.}
53. In early March 2003, Millennium Capital, LLC ("Millennium"), an investment banking firm, proposed to Universal a three-party financing program for the acquisition. Millennium's funding program required Universal to find a commercial bank that would bear the entire credit risk associated with Universal's ability to repay the $300 million. Universal was unable to find a commercial bank to participate. Further, on March 28, 2003, Millenium delivered a term sheet that was to expire in five days after delivery, or April 4, 2003. [Exhibits 36a-36b; Exhibit 37]
54. When Universal's April 9, 2003 press release was issued Universal’s letter of intent with Coach USA had expired, no bank willing to participate in the funding program had been found, and Millennium's proposal had expired.
55. On April 29, 2003, Coach USA informed Universal that it did not wish to have further acquisition discussions. In early June 2003, Coach USA's parent announced that it had signed an agreement to sell a significant portion of the Coach USA assets to another buyer. Universal and Altomare, however, continued to represent to investors in various promotional materials that Universal had financial commitments of $300 million until at least September 2003. [Exhibit 38; Exhibits 39a-39b]
F. Announcement of Airline Acquisition
56. In fall 2003, Altomare and the owner of North American Airlines ("NAA") signed an option for the sale of the airline to Universal. To fund the 50% non-refundable $1 million deposit required by the owner, Altomare and Neuhaus agreed that Neuhaus would wire the $1 million on Universal’s behalf in exchange for 20 million "free trading" Universal shares and 20 million restricted Universal shares. [Exhibit 40] With Universal’s stock trading at $0.05 at that time, Altomare and Neuhaus knew that Neuhaus could recover the entire $1 million cost of the deposit by selling the 20 million "free trading" shares.
57. On October 7, after NAA’s owner resisted Universal's requests to issue a press release announcing the contract, Neuhaus sent the owner an e-mail stating that SEC rules required Universal to make a public announcement. [Exhibit 40] After receiving Neuhaus’ e-mail, the owner relented and on Sunday, October 12, Universal issued a press release announcing the contract. In an apparent attempt to convince investors that Universal and Altomare had a serious stake in completing the acquisition, the release, quoting Altomare, stated: "We have paid a $1,000,000 deposit, 50% of which is non-refundable." [Exhibit 41]
58. The release was materially false and misleading. It failed to disclose that the deposit had been financed through an illegal issuance of Universal shares to Neuhaus and that Neuhaus planned to sell the shares into the market after the announcement. Neuhaus admitted that he and Altomare had discussed disclosing the $1 million deposit and that he had reviewed a draft of the press release that included the statement regarding the deposit. [Exhibit 9a, pp. 107-109]
59. On October 13, 2003, the first trading day after the release was issued, Neuhaus sold 1 million share of Universal stock and thereafter an average of about 1 million shares per day for several weeks. By October 22, 2003 he had received total proceeds from these sales of $1 million. [Exhibit 42]
60. When Neuhaus failed to wire a second required deposit on November 14, 2003, Universal’s option to purchase NAA expired. On November 21, NAA issued a news release announcing the termination of the deal. [Exhibit 43] On November 24, 2003, Altomare issued a press release stating: "During the 45 day due diligence period, our accountants raised questions regarding substantial liabilities and doubtful future revenues of NAA." [Exhibit 44] In an interview the owner of NAA told me that prior to the November 14, 2003 expiration of Universal's option, Altomare never suggested that Universal’s accountants had identified any problems with North American’s financial statements, but instead had affirmed as late as November 13, 2003 that Universal would exercise the option. [Exhibit 45]
G. Fraudulent Statements Regarding Private Postal Network Membership
61. Each of Universal’s eight most recent filings with the Commission falsely stated that its private postal network, called WorldPost, had 8,000, and in later filings 9,000, members. [Exhibits 52a-52b] In response to a SEC subpoena sent by me requiring Universal to produce documents supporting this representation, it produced no responsive documents. Universal recently created a WorldPost website that provides a search functionality for locating a member store in a particular zip code and city. I recently talked to three owners and managers of postal stores listed as WorldPost members on the website and each told me that their stores were not members of the WorldPost network and that they had never heard of WorldPost, the private postal network, or Universal.
H. False Statements Concerning Naked Short Selling
62. A September 23, 2003, Universal press release suggested that "naked short selling" could have artificially depressed Universal's stock price. [Exhibit 46]. In early October, Altomare indicated in an interview that without the downward pressure of "naked shorting" Universal’s share price would be much higher. [Exhibit 47]. In a subsequent interview with Dow Jones Newswire, Altomare stated that Universal provided the SEC with 11,000 to 12,000 pages of documents in response to a subpoena requesting documents relating to short selling of Universal shares. [Exhibit 48]
63. In fact, Universal’s total production of documents in response to that SEC subpoena was only 295 pages, none of which provided evidence that investors or brokers were intentionally failing to deliver Universal shares as claimed by Altomare when he claimed there was naked short selling of the stock.
64. Also, it appears that at the time there was only limited naked short selling of Universal stock. as of September 30, 2003, the total "fails to deliver" at National Securities Clearing Corporation were only 370,929 shares or .067% of Universal’s 552,027,232 shares outstanding on that date. [Exhibit 49] In addition, none of Altomare’s statements regarding naked short selling disclosed Universal’s issuance of nearly 400 million Universal shares pursuant to the illegal funding scheme for Universal detailed herein whereby Universal stock was re-sold into the market.
I. False Statements In SEC Filings And To Auditors
65. Each of Universal's periodic filings with the Commission from its June 30, 2001 Form 10- KSB through its December 31, 2003 Form 10-QSB made materially false statements that concealed the illegal arrangements between Universal and Neuhaus, Sandhu, Spiga, and Mendiratta to distribute Universal stock to the public for purposes of financing the company. Each of the filings stated falsely that the shares issued as part of the distribution were "deferred services" or "advisory fees . . . prepaid to consultants retained by the Company to provide advisory services." Most of the filings also falsely stated that the funds transferred to Universal by Neuhaus, Sandhu, Spiga, and Mendiratta were payments for "stock rights," which the filings defined as "amounts received from investors for their future rights to purchase shares of stock." [Exhibit 50]
66. Gunderson prepared a consulting agreements between Universal and Neuhaus that obligated him to provide services for Universal. Universal prepared agreements for Mendiratta's nominees and Spiga. In his sworn testimony Sandhu asserted his Fifth Amendment rights and refused to answer questions about whether he or his entities provided consulting services to Universal. Mendiratta's attorney has informed me that he will assert the Fifth Amendment if questioned about these matters. The only services Neuhaus provided was to agree to put Universal's logo on his race car. [Exhibit 9a, pp 207-208]
67. In an apparent effort to explain the transfers of money from Sandhu and Neuhaus to Universal, Gunderson also prepared false restricted stock purchase agreements which were apparently backdated that purported to obligate Spiga and an entity controlled by Neuhaus to buy restricted Universal stock at prices substantially higher than the current market price for unrestricted stock. [Exhibit 8a] These false documents as well as the consulting agreements were provided to Universal's auditors. The purported stock purchase letter signed by Universal and Spiga was dated August 10, 2001. The fax date stamps on the fully executed agreement, however, indicate that the agreement was actually signed on August 20, 2002, a few weeks after the audit started. In addition, all of the certificates representing the restricted shares supposedly purchased by Neuhaus's entity and Spiga during Universal's 2002 fiscal year were issued on October 2, 2002, a few days after the audit was completed.
68. During the 2002 audit, Universal's auditor apparently questioned the more than $2.1 million in transfers to Universal from Neuhaus and Sandhu during the 2002 fiscal year. In response, Universal delivered to the auditor four separate restricted stock purchase letters between Universal and Neuhaus's entity and another between Universal and Spiga purporting to obligate Neuhaus's entity and Spiga, respectively, to purchase restricted stock at $0.32 per share and thereby permitting Universal to assert that all the wires were payments for the restricted shares. [Exhibits 8a-8e]
69. Universal further misled the auditors to believe that the wires transferring money from Sandhu, Spiga, Neuhaus, and Mendirrata's nominees to Universal were payments for "stock rights" rather than the purported S-8 shares by including the wires in lists of "stock rights" payments delivered to the auditors. [Exhibits 51a-51b]
70. Further evidence of the falsity of the statements quoted in ¶ 65 is the fact that Sandu, Spiga, Neuhaus, and Mendiratta through his nominees made substantial payments to the company contemporaneously with the issuances of Universal stock. Such payment back to the company are inconsistent with the claim that stock issuances were prepayments for future services.
71. One Neuhaus transaction demonstrates his payments to the company were for purchase of S-8 stock and not for "stock rights." On June 24, 2001, Universal issued 7,496,300 purported S-8 shares to Neuhaus. [Exhibit 14a] On June 26, Gunderson sent Neuhaus a fax explaining how Universal had calculated a price per share of $0.01334 based on a 42% discount to Universal’s current trading price and then used that price to determine the number of shares to which Neuhaus was entitled based on his forthcoming wire of $100,000 to Universal. [Exhibit 14b] The fax stated: "Mark – Friday’s Close (6/22) .023 X 58% = .01334. $100,000 / .01334 = 7,496,251.8 shares, rounded up to the Cert. for 7,496,300. Pls confirm wire was sent." Shortly thereafter, Neuhaus wired $100,000 to Universal's account. [Exhibit 14c]
72. By categorizing the shares purchased by the re-sellers as payments for future consulting services, Universal's statement of shareholders’ equity failed to reflect accurately the transactions between Universal, Spiga, Sandhu, Neuhaus, and Mendirrata.
73. I declare under penalty of perjury that the foregoing is true and correct.
Executed on the 24 th day of March, 2004. /s/______________________________ Hugh Beck Securities and Exchange Commission 1801 California Street, Suite 1500 Denver, Colorado 80202 303.844.1000
-------------------- Making it a little at a time....Now is the time to determine if you are a man or a mouse. Posts: 1543 | From: Ogilvie, MN, US | Registered: Apr 2004
| IP: Logged |
posted
Who cares? I love hearing opinions from places like that because every situation is different. "If you hold, you will lose." Really? What if I held $1,000 in USXP from 0.0008? Last time I checked that made me $50,000. These stocks sit and move in a small window of time and then they just sit, and sit, and sit. Do your DD and know the mo, simple as that. I could pick off 50 OTC stocks and have a field day bashing them, if that made me happy.
There will always be bashers because it' easy. Bashing a stock that's worth 1 cent? Big deal. I would have a hard time believing any of us plan on retiring on this stock (but it would be nice). I don't think any financial advisor has ever told a client, "I've got this great company for you to put your retirement money in. It's currently trading at 0.004...?" The balance sheet for this company is not good, obviously, with $4,000 in cash and falling revenue. BUT - it's the smart ones that can play the runs and time the momo and if that means holding because we've done our DD, then we earned every penny.
So, bash all you want, but something tells me you missed out on a 4,000% payday with this stock and now you've got nothing better to do than come back in and bash, bash, bash. Keep talking while the rest of us make money.
Posts: 274 | From: Chicago, IL | Registered: Mar 2006
| IP: Logged |
posted
Yep...It's really a hard job to differentiate between bashing and the stating of facts.
And many sub penny stocks do just fine without blowing smoke.
-------------------- Making it a little at a time....Now is the time to determine if you are a man or a mouse. Posts: 1543 | From: Ogilvie, MN, US | Registered: Apr 2004
| IP: Logged |
posted
Oh.....and by the way. The money made does not come out of thin air. It comes out of the pockets of those sucked in and made into bag holders.
-------------------- Making it a little at a time....Now is the time to determine if you are a man or a mouse. Posts: 1543 | From: Ogilvie, MN, US | Registered: Apr 2004
| IP: Logged |
posted
So, having read through the above HUGE document, I have a couple of interpretations.
1. In our Enron-like age it is hard for me to believe that USXP has so BLATANTLY deceived the SEC and the entire world for this long without the SEC acting on it and shutting them down.
2. There are A LOT of people that will go down if this is all true. A LOT, including all those involved with any transaction with USXP, with knowledge of the false pretenses or not.
3. There are always two sides to every story.
Never make a judgment without knowing both sides. In the mean time, let's roll!
Posts: 274 | From: Chicago, IL | Registered: Mar 2006
| IP: Logged |
posted
What I recall is that the SEC did shut down USXP for a while and RA sued and got that reversed.
But you are right. It's all old news and the reason we trade is to make a buck. Who really cares if USXP ever becomes a profitable company in the long run.
-------------------- Making it a little at a time....Now is the time to determine if you are a man or a mouse. Posts: 1543 | From: Ogilvie, MN, US | Registered: Apr 2004
| IP: Logged |
posted
Hey Blind...I was aware that those alligations were made...and a while back I was looking for the outcome...do you happen to have that? Was it "thrown out"? Is it still pending? Someone had stated earlier in this thread...that it was a type of "counter file" because USXP had filed against them? I had read that USXP did win their case...Anyone happen to know? Was it a "tit for tat" type of thing?
-------------------- #1 Rule: Protect your capital! #2 Rule: Never fall for the BS on the boards! Posts: 8890 | Registered: Jan 2006
| IP: Logged |
posted
RA has had 22 years to put USXP on a sound footing. I seriously doubt that he will change his spots in the forseeable future.
But in the meantime he will apply his vast experience in smoke and mirrors to pump the pps again and again.
-------------------- Making it a little at a time....Now is the time to determine if you are a man or a mouse. Posts: 1543 | From: Ogilvie, MN, US | Registered: Apr 2004
| IP: Logged |
posted
I believe that there may be a trial coming up pretty soon regarding the issue.
-------------------- Making it a little at a time....Now is the time to determine if you are a man or a mouse. Posts: 1543 | From: Ogilvie, MN, US | Registered: Apr 2004
| IP: Logged |
posted
One thing is for certain on these stock 'message' boards.
NEVER post anything that approaches the facts about a stock/company, even if you are altruistic about trying to help the 'unwashed masses' keep from stepping into a pile of BS.
It's OK to regurgitate the BS that most PR's are made of, but any splashing of cold water to bring people to their senses is considered BASHING!!!!
-------------------- Making it a little at a time....Now is the time to determine if you are a man or a mouse. Posts: 1543 | From: Ogilvie, MN, US | Registered: Apr 2004
| IP: Logged |
posted
I called the clerk of Courts office in Miami for the US District Sourt, Southern District of Florida about 3 weeks back and spoke to one of the clerks in the civil office. I'll see if I can find that post and quote it. In a nutshell RA's suit against the SEC was dismissed with prejudice regarding damages and dismissed on all other aspects. Essentially that means it was found to be without merit and cannot be refiled as regards damages. this ruling was tendered back in March of 2005 if I remember correctly. RA and USXP have apealed that ruling tothe Appellate court in Atlanta per the Clerk. Regarding SEC suit Against RA/USXP that is still pending per clerk of court and is on Docket awaiting trial date.
-------------------- CG-48 "Victory is our tradition" Posts: 233 | From: Gautier, MS | Registered: Feb 2006
| IP: Logged |
-------------------- Making it a little at a time....Now is the time to determine if you are a man or a mouse. Posts: 1543 | From: Ogilvie, MN, US | Registered: Apr 2004
| IP: Logged |
posted
This penny stock market is used by daytraders to clean the wallets of the unsuspecting 'newbies' through the use of PUMPING a stock at the right time to maximize the peak of the roller coaster ride.
If it weren't for those new players that come in and drop a couple of hundred each before going away mad, there wouldn't be any market at all.
-------------------- Making it a little at a time....Now is the time to determine if you are a man or a mouse. Posts: 1543 | From: Ogilvie, MN, US | Registered: Apr 2004
| IP: Logged |
U.S. SECURITIES AND EXCHANGE COMMISSION Litigation Release No. 18636 / March 24, 2004 SEC v. Universal Express, Inc., Richard A. Altomare, Chris G. Gunderson, Mark S. Neuhaus, George J. Sandhu, Spiga Limited, Tarun Mendiratta, 04 CV 02322, (GEL) (S.D.N.Y.) Today, the Securities and Exchange Commission (the "Commission") filed a complaint seeking a temporary restraining order ("TRO") and other emergency relief against Universal Express, Inc. ("Universal"), its chief executive officer Richard Altomare, and others involved in an illegal distribution of Universal common stock to the public. The Commission alleges that from April 2001 through the present, Universal has issued more than 500 million shares of stock for distribution to the public, issued a series of false press releases regarding funding commitments for the company, and made other false and misleading statements about its business.
The Commission alleges that Universal, Altomare, and Universal's counsel Chris G. Gunderson, Jr., distributed stock through Mark Neuhaus, George Sandhu, Spiga Limited, and Tarun Mendiratta (collectively, the "Resellers") purportedly as consultants to the company. According to the Complaint, the Resellers paid Universal in excess of $9.1 million for the stock, resold the shares to the public for a quick risk-free profit, and then used the proceeds to finance their subsequent share purchases in the ongoing scheme to distribute the shares into the public market. The Complaint further alleges that as the dilutive issuances weighed on Universal Express' stock price, Altomare issued a series of false press releases from May 2002 to April 2003 announcing funding commitments for a total of $885 million and thereafter made other false statements in public interviews, press releases, and Universal Express' filings with the Commission. The Commission further alleges that, following the illegal sales to the Resellers, Altomare diverted a substantial portion of the proceeds to family members and personal accounts.
The Commission's action seeks a temporary restraining order and order for accounting against Universal, Altomare, and Gunderson for the ongoing securities registration violations. The Commission is also seeking preliminary injunctive relief against all defendants. The Commission's action alleged that Universal, Altomare, Gunderson, Neuhaus, and Sandhu violated 17(a) of the Securities Act of 1933 and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder; that Universal, Altomare, Gunderson, and each of the Resellers violated Sections 5(a) and 5(c) of the Securities Act; that Universal violated Section 13(a) and 13(b)(2) of the Exchange Act and Rules 12b-20, 13a-1, and 13a-13 thereunder; that Altomare and Gunderson aided and abetted such violations; that Altomare and Gunderson violated Section 13(b)(5) of the Exchange Act and Rule 13b2-1 thereunder; and that Altomare violated Rules 13a-14 and 13b2-2 under the Exchange Act.
Posts: 274 | From: Chicago, IL | Registered: Mar 2006
| IP: Logged |
posted
Why would Altomare come out with ANOTHER smoke and mirrors show tomorrow, knowing how closely he's being watched by the SEC? Is he that arrogant?
Posts: 274 | From: Chicago, IL | Registered: Mar 2006
| IP: Logged |
posted
Don't let the 'facts' stop you from playing this stock. Just be aware that getting 'in' at the right time and then getting the hell out before it tanks again is the key.
-------------------- Making it a little at a time....Now is the time to determine if you are a man or a mouse. Posts: 1543 | From: Ogilvie, MN, US | Registered: Apr 2004
| IP: Logged |
posted
LOL...RA is a master at walking on ice so thin you can't see it.
-------------------- Making it a little at a time....Now is the time to determine if you are a man or a mouse. Posts: 1543 | From: Ogilvie, MN, US | Registered: Apr 2004
| IP: Logged |
quote:Originally posted by BlindMellonChitlin: Don't let the 'facts' stop you from playing this stock. Just be aware that getting 'in' at the right time and then getting the hell out before it tanks again is the key.
Couldn't agree more. Maybe RA has turned over a new leaf?...............well, probably not.
Posts: 274 | From: Chicago, IL | Registered: Mar 2006
| IP: Logged |
posted
I fully believe tomorrow will not be smoke and mirrors simply because if he tries to pull trash again, he knows 100% he is being watched by the SEC. I think tm will we hear about a big time aquistion imo.
Posts: 230 | From: Nashville, TN | Registered: Feb 2006
| IP: Logged |
posted
Also, The "historic" part makes me think it could be as big as changing listings... I couldn't imagine an AMEX or NASDAQ anouncement, but that could be the only thing I could think of as "historic"
Posts: 230 | From: Nashville, TN | Registered: Feb 2006
| IP: Logged |
posted
Look at the bright side Blind- where else could we get this much entertainment round the clock for so few pennies? Sleep tightand GLTA on the Biiiiiiiiiig day tomorrow. Et tu Brute?
-------------------- CG-48 "Victory is our tradition" Posts: 233 | From: Gautier, MS | Registered: Feb 2006
| IP: Logged |
posted
Hey...I have stock in USXP....go RA! I don't really care what the 'news' is if it makes me more money....lol
The sad part is the money I might make will come out of some other chumps pocket.
-------------------- Making it a little at a time....Now is the time to determine if you are a man or a mouse. Posts: 1543 | From: Ogilvie, MN, US | Registered: Apr 2004
| IP: Logged |
posted
Maybe historic means he's not only got some major funding coming in, but now he's PLAYING BY THE SEC RULES, you know, prepared to file things at the right time, make them aware of everything, etc. That would be historic!!
Posts: 274 | From: Chicago, IL | Registered: Mar 2006
| IP: Logged |
posted
What is everyone's predictions at open tomorrow, before the "big news." Typical start-of-day jump and then sell off before settling right above PD's close? Geez, I've been watching this stock too long....
Posts: 274 | From: Chicago, IL | Registered: Mar 2006
| IP: Logged |
posted
Eh, I think we open .0190, dip to .0175... and if you look at the charts. The first "big" news announcement took it from .001 to .006... a 6 times increase. The next "big news" gap brought it from .006 to .045. That's a 7.5 jump. So... now that we are EXACTLY at the same point on the graph where huge jumps occur (look at the trendlines, we are at the very base right now, meaning there will be a bounce off the bottom if it stays accurate to previous buying pattern). So if we look for something in the range of a 6 to 7.5 jump... we're talking .102 to .1275 off of today's average of .017. So the question is, does history continue repeating itself? On a seperate note, the title of the meeting tomorrow on the webcast website has been changed, according to my memory, from this morning. Now the title reads "pending aquistions" when you look at the registration page.... I think this is very positive... pending meaning imminent or very close could be the exact spark that generated the 6-7.5x increase in pps previously. Hope this helps a bit.
Posts: 230 | From: Nashville, TN | Registered: Feb 2006
| IP: Logged |
posted
Love the DD and the analysis, Leritu. Looking forward to a great day tomorrow, topped off by a confirmed purchase of a little stock known as Airnet. We'll see.
Hitting the sack...talk to you in the morning.
Posts: 274 | From: Chicago, IL | Registered: Mar 2006
| IP: Logged |
posted
my gosh you guys.. reading that thing from mellon is like looking down a cliff before you jump.. lol.. but i hope RA has changed his evil ways and maybe he actually got lucky or something.. well, if he's still up to his old tricks, can some of you veterans assemble a delta force or something and go after him (disclaimer: intended as a joke only)? lol.. i wonder if that joke was legal.. well, i can't sleep tonite, cuz i'm excited about tomorrow and gotta study for tests.. doH!
-------------------- lostone Posts: 2666 | From: san jose,ca usa | Registered: Sep 2002
| IP: Logged |
posted
Im excited about tommorow , and bashers usually do that to lower the price of the stock , ive seen it around , ive seen people bash MLXO hardcore and look what it did yesterday. SO DONT LISTEN TO THESE BASHERS
Posts: 842 | From: Canada | Registered: Oct 2005
| IP: Logged |
posted
Not any real DD..just some info...I have dissapeared from this thread for a while, but have been in this stock since January..and have made a lot of $$$ for a poor teacher...FYI..I just got back from a week of skiing in ASPEN, thanks to USXP, and where I stayed I learned over mroning coffee with other guests that Luggage Express was delivering a lot of the disgustingly affluent peoples' ski equipment to the inn I was staying at-not being an affluent person, who checks their bags via the airlines, I quickly learned that this is becoming the norm for those that can afford it-200 bucks to have your ski's sent to your condo/Inn is nothing to many people who don't like to touch their own luggage,even if it has little LV's all over it......In addition I sat next to a hedgefund investor on the plane from Denver to Philly, after 30 minutes of him warning me that pennies are BS, and I need to watch my rear, I mentioned USXP...he saw the "superbowl" ad and only had promising things to say about the future of the company...It gave me a boost...but I got in * .004-.005...and am riding a lot of free shares...still came home with a warm fuzzy about this company...if your in, your going to make $$..if your not, I hope you make it somewhere else... if you think this is a stock that is just about taking your bags from point A to B...you need to do more DD...also, not every Saudi Billionaire decides to dump 40 mil into a POS stock, I hate to elude to the collective "us" not being as business savvy as a Saudi Billionaire...but we are in the minor leagues ladies and gents and people who are transportation leaders in other countries are investing in the future of this company...GLTA
[QUOTE]Originally posted by ARTTEACHER: [QB] I found few things of interest that I wanted to share..first, take a look at Mohammed Bassami's business-He is the leader in transportation in that neck of the woods-Collaborating with USXP has me more excited about this stock than ever...here's the link to their site
-------------------- I teach in the middle of a cornfield-Do your own DD and don't base your investments on my opinions Posts: 599 | From: AmishLand, PA | Registered: Jan 2006
| IP: Logged |
UBBFriend: Email this page to someone!
Printer-friendly view of this topic
