Chocomuseo or ChocoCorp or ChocoCircus of long time stock fraudster and money launderer Mitchell Bodian who purchased the historic building and converted in Granada Nicaragua and converted it to the Granada Spa and Chocomuseoand has even been recommended on a fraud promoting Agora Inc website of James Dale Davidson,the CIA and Rothschild crime family.This operation,Chocomuseo shows all the signs of being promoted just like a cheap and fraudulant penny stock which is Mitchell Bodian's specialty as well as that of thechocolatelife.com of a Mr.Clay Gordon who claims to have been involved in over 20 'start up cpompanies' a term often associated with worthless penny stock scams which appear to be Mr.Gordon's source of financing himself as well.....
1999 complaint to federal Securities and Exchange - Laser Radio
www.laserradio.com/sec.txt
You should contact the FBI fraud units at either Jackson, MS or Memphis, TN and ....loans to Russia and it may be a money laundering operation in its own right. ...Mitchell H. Bodian, Nathan Isaac Prager, C. Keith LaMonda and Dr. Ronald J.
Why I left The Chocolate Life forum | Cocoa and Chocolate - Tava
tava.com.au/blog/why-i-left-the-chocolate-life-forum/
Oct 14, 2012 - I joined Clay Gordon's discussion forum The Chocolate Life in mid 2008. In late 2010 I left The Chocolate Life forum because I was being asked ...
Ghirardelli Broma:Chocomuseo Alain Schneider,thechocolatelife ...
wolfblitzzer0.blogspot.com/.../ghirardelli-bromachocomuseo-alain.html
Dec 27, 2012 - Ghirardelli Broma:Chocomuseo Alain Schneider,thechocolatelife.con Clay Gordon promote fraudulent cocoa butter claim,Why ? by Tony Ryals
Below link and recomendation of Mitchell Bodian's Hotel Spa Granada by CIA,Rothschild connected Agora Inc.'s
James Dale Davidon's,Bill Bonner's Porter Stansberry's and deceased UK Lord William Reees-Mogg's International Living that was created out of an drug connected penny stock fraud called Golcor that claimed to be getting gold from black sand in Costa Rica in the 1980's!:
A Low Cost of Living in Granada, Nicaragua - International living
internationalliving.com/.../a-low-cost-of-living-in-granada-nicar...Aug 21, 2012 - I too love Granada and find it astounding how inexpensive it is. My favorite place to go is the Hotel Spa Granada where you can receive an hour ...
International Living - Agora Inc.
www.agora-inc.com/international-living
is peru.chocomuseo.com a scam or legit | peru ... - Scamadviser.com
www.scamadviser.com/is-peru.chocomuseo.com-safe.html
How did peru.chocomuseo.com get a Trust Score of 100% ? When checking peru.chocomuseo.com we looked at many factors, such as the ownership details, ...
And this from disgruntled employee insider and writer Lila Rajiva who had a falling out because she didn't think she was getting her share of the loot..
Turning Beach Sand Into Gold - The Goldcor Swindle | The Mind ...
mindbodypolitic.com/.../turning-beach-sand-into-gold-the-goldcor-swin...
Apr 10, 2009 - Perhaps the most famous scam of all was Goldcor, which also had links to ... a pre-existing newsletter, The Passport Club (according to Agora's website). ...Hylozoic Hedgehog on The CIA, Carl Oglesby, and Business International Corp. ...Kleptocracy · Libertarian living · Lila at The Daily Reckoning · Media ...
.....................
Mitchell Bodian
- Independent Financial Services Professional
- Greater New York City Area | Financial Services
Scamadviser.com Review - Webutation
www.webutations.net/go/review/scamadviser.com
Is Scamadviser.com safe and reliable? Read current user-experience and reviews ofScamadviser.com | check a website for ri ... The Webutation Security Check ...
ScamAdviser.com is a BIG Adsense Scam! - Google Product Forums
productforums.google.com/d/topic/adsense/PYJSio1jE3w
GoogleSep 19, 2012 - 55 posts - 7 authorsHi Community, just to share this....I realized a site called ScamAdviser.com. It seems like helping people to spot a scam. But after some testing ...
Warning! Adviser Scam - ScamAdviser.com? - Yahoo Answers
answers.yahoo.com/question/index?qid=20120916003800AA87S7A
Sep 16, 2012 - This is the greatest joke on the web in 2012 : Mr Vean suspected a scam, he come to the adviser's office in UK. The office is empty, but only a ...
Is Scamadviser.com a Scam Website itself? | Scam Websites ...
www.scamwebsites.co.uk/scam-websites-blog.html?...25%3Ascamadviser...
Sep 27, 2012 - We recently received the following report from the owner of a genuine website: "I would like to report a scam website called Scamadviser.com.
http://www.laserradio.com/sec.txt
For more information on the ACMI asset conspiracy, please type this address into your
web browser:
http://www.LaserRadio.com/memphis.html
==================================================================
At the bottom of this page is a letter to the SEC Enforcement Division in 1999,
by a common stock shareholder of Equalnet (ENET) after numerous falsehoods were
discovered in an SEC filing, regarding the asset purchase, by ENET of ACMI company
assets in Memphis, TN.
===================================================================
From at least 1993-2001, an asset conspiracy operated in Memphis, using a "trade name" to
pose as a legitimate long distance telephone services company, ACMI.
In fact, the "ACMI" company was actually a storefront con-- in multiple violations of
Tennessee Consumer Protection Act. There were no actual officers at ACMI. They rotated
through the positions, giving verbal agreements and disappearing-- even as they
operated within ACMI's offices. Sole operating authority for the storefront resided with
two separate boards of directors (comprised of the same exact family voting interests) which
deceptively met on alternating Tuesdays.
According to one witness who worked at ACMI and left (fearing that what he was doing was
illegal) the goal of the parallel holding companies was simply to separate ACMI current assets
from current liabilities...then declare the empty shell "bankrupt"
and cash in the assets with the surviving shell. This is exactly what happened in 1998:
In September, 1998, one holding company, "PIN Inc" (which was renamed, just for the occasion)
went "no asset bankrupt". Then a month later, "Limit LLC" sold the assets of ACMI for $2.6 million.
Evidence shows that immediate family members of Bill Anderton, Kevin Anderton, Scott Anderton,
their CPA Nate Prager and their grand jury indicted lawyer, David Johnson-- along with a host of
others, including Kevin Pirolo who has allegedly been successfully sued in Illinois for his
role-- operated this civil conspiracy in Memphis. Evidence to the State Bar association shows
that someone within the conspiracy obtained stolen faxes from Mississippi.
Documented evidence shows repeated false tax reporting to the IRS, false statements to the SEC and conspiracy to
defraud vendors with fraudulent accounting, retaliation by shutting off pre-paid services and
"legal threats", conveyed by their lowlife (indicted for fraud in Florida) attorney.
Today (and again in clear violation of the TN Consumer Protection Act) the current "Anderton Family
Enterprises" umbrella company appears to be operating in Memphis, under REVOKED Nevada
corporate registration (as of April 18, 2003). According to multiple investigative, legal and
law enforcement sources, multiple holding companies have again been structured within the
Anderton Family umbrella: Possibly to enable current revenue streams to (once again) be separated from
contracts and liabilities. The current operation is possibly involved with banks in Hong Kong
(one AFE-related company manufactures gun vaults in China). Other bank-related business
may also exist in London and in the Caribbean. Law firms from Florida to Texas are interested in
the current operation, which appears to be preparing to offer health benefits from a Texas
company, in addition to offering (questionable) Viatical Settlements to terminally ill and
elderly holders of life insurance policies.
The Viatical Settlement business is an outgrowth of ACMI. Starting in 1998, the insiders of the
asset conspiracy offered their multi-level sales force the "opportunity" to sell
Viaticals. In order to accomplish this, the ACMI leaders got involved with a notorious man
who is prohibited from being involved in Viatical Settlement companies in some states.
This person, C. Keith Lamonda, was such a buddy of the ACMI asset conspiracy, he was included on the proposed
board of directors of one of the ACMI companies. According to sources, the Anderton family
behind AFE has purchased Lamonda's assets in Florida for $1 million and is seeking to sell them to "investors".
The Viatical Settlement "industry" is well known, nationally, for preying on the weakest
members of society: The elderly and terminally ill!
The ACMI asset conspirators have been able to proceed on this path due to:
1. The overworked and underfunded law enforcement resources of
Tennessee state investigators.
2. The abuse of his office by the TN Atty. General, Paul Summers
(whose office shows the cost to TN of a fraudulent, 1998 ACMI holding company
bankruptcy as "$100"-- not the $270,000 in unpaid taxes.
3. The overworked FBI office in Memphis, a town which CNN calls "Bankruptcy capital of
America" (with 8-times the national average in bankruptcies!)
If you are one of the 500-10,000 agents of ACMI (the number varied, depending on who
the conspiracy was conning into asset purchases or sales) then you're not alone.
You should contact the FBI fraud units at either Jackson, MS or Memphis, TN and
the Atty General of Tennessee
==================================================================
Summary of Complaint to SEC:
Documented evidence shows that from 1993-2001, a civil conspiracy
(possibly criminal, in violation of federal RICO statutes)
operated out of Memphis, TN--
in clear and multiple violation of the following state and federal laws:
TN State Consumer Protection Act
Federal deceptive practices act (FTC)
Federal tax laws (IRS)
Federal Securities Acts and regulations (SEC)
And documented fraud in payments to vendors and agents (RICO)
The vehicle for this conspiracy was a telephone services tradename, "ACMI" which operated
as a "storefront" on East Raines Road in Memphis. The so-called "officers" of ACMI did
not have any authority to engage in any contracts. Yet, they made verbal agreements and
acted in Illinois (according to an alleged but unconfirmed judgement for $11 million) as real
corporate officers. What is known, is that on other occasions, the "officers" did misrepresent their
authority and actual corporate status, signing documents as such. These multiple
misrepresentations of corporate authority was a key to the success of the ACMI asset conspiracy
and were, in themselves, clear violations of the TN Consumer Protection Act.
In fact, behind the storefront operation were two holding companies, operating at the same
time and both "dba ACMI". The members of these two boards represented the same,
exact voting interests.
The intention of the two holding companies-- operating in tandem at the same time--
was to enable one holding company to control all current ACMI assets
(without any associated liabilities for those assets)
The other holding company was apparently always used, exclusively, to sign contracts with ACMI
vendors, meaning that it would have only liabilities and no assets.
ACMI assets were transferred from one shell to the other, using deceptions and multiple violations
of the TN Consumer Protection Act.
In 1994, the two ACMI boards met on alternating Tuesdays and kept one vendor, waiting "until next week" before signing a
$70,000 liability, associated with the sale of current assets. In 1995, those assets were sold to
Conquest Communications in Dublin Ohio. This asset purchase was accomplished with lies and
deceptions, according to multiple witnesses who were involved.
After the asset purchase by Conquest, ACMI conspirators lied to company vendors that were
owed money upon the sale of certain ACMI assets. The asset purchase was deceptively described as
a "merger". The conspiracy members pocketed the asset sale amount from Conquest and carried on.
At the same time, evidence shows that the conspiracy cheated vendors with fraudulent accounting and
defrauded the IRS with tax statements that were grossly inaccurate.
The tax misreporting was apparently done as part of the deceptions that enabled the ACMI asset
purchase to be finalized. The tax errors for 1994 make ACMI appear very profitable. And the 1995
mis-reporting make ACMI look like a money losing dog. In April, 1996, Conquest unloaded the ACMI
assets, "Back to the same people", according to Conquest's Chief Financial Officer, who described
the lies about the number of active ACMI agents that Conquest thought it was getting as,
"They didn't have as many toes as we were told they had bodies". In other words, the ACMI asset conspiracy
inflated the number of active agents, ten times their actual amount! The same thing happened in 1998,
when Equalnet, Houston, purchased all ACMI assets. And again, the conspiracy stalled vendors and
other creditors with the deception that a "merger" had occured. BY 2000, Equalnet was bankrupt and
ACMI's final holding company (Limit LLC) had quietly folded.
Apparent bankruptcy fraud also came out of the conspiracy's activities.
In September, 1998, after a year of stalling by the conspiracy's lawyer-- who became involved,
after a vendor discovered evidence of payment fraud and deception-- the "empty" ACMI holding
company (renamed PIN, Inc, to obscure its true relationship to ACMI assets) was bankrupted
in Memphis as Chapter 7 "no asset". This was the holding company that had sold all of its assets to
Conquest Communications in December, 1995, due to multiple lies and deceptions-- in violation
of the TN Consumer Protection Act, according to multiple witnesses.
Then, a month after the "no asset" bankruptcy, the ACMI assets were sold to Equalnet, Houston,
by the second holding company (Limit LLC) for $2.6 million in cash and stock.
And again, the October, 1998 asset sale of ACMI assets to Houston-based Equalnet Communications was deceptively
described as a "merger", in violation of the TN Consumer Protection Act. And following that
asset sale, one ACMI "president", Nate Prager, started signing contracts as "President,
ACMI Acquisition Corp". That company did not even exist, because the public stock
shareholders of ENET had not voted to approve the "Acquisition company" as a subsidiary of Equalnet.
Today, the members of the ACMI asset conspiracy are active in a dubious life insurance
"opportunity", also based in Memphis. The same 6-10 members of the ACMI asset operation are now
doing business under a Nevada corporation called "Anderton Family Enterprises" which has
lost its Nevada Corporate status. Despite this, the "AFE" company is still operating a
Life Insurance Viatical Settlement business called "Life Alliance" which uses the assets of
a notorious Viatical scam artist from Florida named C. Keith Lamonda. His notoriety stems from
public records and court-ordered prohibitions from operating Viatical companies in various
states. Despite his notoriety, SEC records show that C. Keith Lamonda was named a board member
of the ACMI asset conspiracy's never-ratified Equalnet subsidiary, "ACMI Acquisition Corp."
in 1999. It is likely that Mr Lamonda is a paid consultant to the AFE/Life Alliance operation.
His former Florida company, the notorious "Accelerated Benefits Company" may be the assets which
AFE has reportedly paid $1 million to buy and operate. There appear to be attempts by AFE to
sell ABC assets to investors in Florida.
The AFE holding company is also apparently involved in a finance company called Anderton-Harper, which is making loans to Russia
and it may be a money laundering operation in its own right. There is no way to know, for sure, as
all web sites and corporate registrations for the AFE company and Life Alliance and Anderton-Harper
are deceptive, lacking contact information or addresses and obscure-- all in apparent violation of
the TN Consumer Protection Act. The web sites all appear to use "proxy-registered" web domains
out of Arizona, so it's almost impossible to know who is who, where they're located and who owns them!
Another AFE operation manufactures gun vaults in China with a man in Scottsdale, named Tom Loeff.
The AFE companies have apparent banking relationships in Hong Kong and London and with numerous banks in
Memphis.
Members of the ongoing ACMI asset conspiracy include:
Members of a Memphis, TN-based family, well-known for multi-level sales
"opportunities" in Life Insurance (Bill Anderton, Kevin Anderton
Scott Anderton and their wives).
A notorious CPA, Nate Prager, who reportedly has something like 10 bankruptcies
to his credit (personal and on behalf of his clients)
A law firm which included a grand-jury-indicted lowlife and liar named David Johnson
(who works with his equally well known partner Jim Suprise to legally attack and silence
anyone who exposes the conspiracy, even-- as one Memphis judge claimed in 1999-- at the cost
of First Amendment rights). Prager and Johnson threatened an ACMI vendor's lawyer with having
the vendor arrested if he canme to Memphis to prosecute a civil lawsuit!
Other members of the conspiracy came and went, as the heat and lawsuits caused them to be
moved around in a shell game of "responsibility". One "ACMI President" was Kevin Pirolo.
He reportedly now has an $11 million judgement on him from an Illinois court for his role in
the conspiracy, "My name is Mark Adams and I too have been screwed by ACMI. I was awarded a
judgement of $11,361,546.00 against ACMI as a corp. and one of it's officers individually.
Any information on the whereabouts of these people would be appreciated."
Other passive investors and backers of the conspirasy was Bill Anderton's brother,
Wayne Anderton and Bill Anderton's wife, Dannie.
===================================================================================
Details on 14-A filing to SEC, March 1999,
describing ACMI asset purchase by ENET.
Prepared Nov. 13, 2000
This document describes the terms-of- purchase of "ACMI assets" by Equalnet of Houston, TX,
from "Limit LLC, Memphis "dba ACMI", October, 1998... about a month after the "no asset"
bankruptcy of "PIN, Inc.
Limit included all of PINs former assets. Both companies= same owners.
SCHEDULE 14A, filed by ENET in March, 1999 page 32
================================================================
2. Aggregate number of securities to which transaction applies:
7,379,162 shares of Common Stock issuable in the Acquisition
(assuming an average closing sale price of the Common Stock of $0.7344
per share for all purposes and assuming that the Commissionable Revenue
is $2.5 million, $3.0 million and $3.5 million in years one, two and
three following the closing of the ACMI Acquisition)
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of Equalnet
Communications Corp. to be held at 10:00 a.m., Houston time, on_________, May __, 1999,
in the Equal Access Room at Equalnet's headquarters, 1250 Wood Branch Park Drive, Houston,
Texas.
***
The shareholder meeting never took place and no 1999 annual report for ENET was issued--
until mid 2000.
(5) the ratification of the acquisition by a wholly owned subsidiary of Equalnet of the
business and assets of LIMIT LLC (d/b/a ACMI);
(5) to vote for or against the ratification of the acquisition of the
business and assets of LIMIT LLC (d/b/a/ ACMI) by a wholly owned subsidiary of Equalnet,
or to abstain from voting on such ratification;
PAGE 4
DIRECTOR NOMINEES
The Board has nominated the following persons (the "Nominees") to be
elected directors at the Meeting: Messrs. Mitchell H. Bodian, Nathan Isaac Prager,
C. Keith LaMonda and Dr. Ronald J. Salazar. Mr. Bodian and Dr. Salazar will serve three
year terms expiring in 2001. Mr. Prager will serve a two-year term expiring in 2000, and
Mr. LaMonda will serve a one year term expiring in 1999. Mr. Prager is a designee of
LIMIT LLC (d/b/a ACMI), a party to the transactions described in Proposal 5.
PAGE TWO of REPORT
NAHAN ISAAC PRAGER, a certified public accountant, has been President
of LIMIT LLC (d/b/a ACMI), a network marketing company, since 1997. Mr. Prager has also been
President of Anderton Communication Marketing, Inc., a telecommunications network marketing
company, since 1996, President of Prager and Associates, a firm of certified public
accountants, since 1984, and Chief Financial Officer of Meucci Originals, Inc.,
a custom pool cue manufacturer, since 1995. None of the foregoing entities is an
affiliate of Equalnet.
Mr. Prager has served as president of PIN, Inc., formerly known as Anderton Communication
Marketing, Inc. since February 1996. PIN, Inc. filed a voluntary petition for relief under
Chapter 7 of the United States bankruptcy code in September 1998. In August 1995, Mr. Prager
filed a voluntary petition for relief under Chapter 7 of the United States bankruptcy code.
None of the foregoing entities is an affiliate of Equalnet.
***
The statement is clear: Prager was both the president of "no asset" PIN, Inc, since 1996
(yet Prager has said that PIN "ceased to exist as a company" on December 1, 1995-- when it
sold its assets to Conquest Communications of Dublin, OH).
He was also the president of Limit LLC... which in 1997, bought back the "ACMI assets"
then under the control of Conquest-- but never paid for them (according to Conquest/ Smartalk
bankruptcy filing and shareholder annual report for 1999).
PROPOSAL 5: TO RATIFY THE ACMI ACQUISITION
Effective as of November 6, 1998, Equalnet and ACMI Acquisition Corp.
("Acquisition Corp."), a wholly owned subsidiary of Equalnet, entered into an Amended and
Restated Asset Purchase Agreement (the "ACMI Agreement") with LIMIT LLC, a Nevada
limited liability company doing business under the name ACMI
***
Knowingly False statement to the SEC:
"Limit LLC" is not a Nevada-registered company (confirmed by a Certificate of
Non-existence, issued by the Nevada Secretary of State).
("ACMI"), with its principal executive offices at 5425 E. Rains Road, Suite 1,Memphis,
Tennessee 39120, telephone number (901) 363-2100, and its members (collectively,
the "Members"), providing for Acquisition Corp. to acquire substantially all of the assets
(the "ACMI Assets") of ACMI (the "ACMI Acquisition"). In exchange for the sale of the
ACMI Assets to Acquisition Corp., Equalnet will issue to ACMI 2,500,000 shares of Common
Stock, subject to reduction if Acquisition Corp. fails to meet certain revenue-based
performance targets within six months
PAGE 5
after the closing of the transaction. ACMI and the Members will also have the right to
receive additional shares of Common Stock if certain
conditions are met following the closing. See "-- Common Stock Issuance Provisions."
PAGE THREE OF THIS REPORT
We are submitting the ACMI Acquisition for ratification by the Voting
Shareholders to comply with the shareholder approval requirements of the Nasdaq National
Market and because the ACMI Agreement requires Equalnet to amend its Articles of
Incorporation to increase the number of shares of authorized Common Stock.
BACKGROUND OF THE ACMI ACQUISITION
On or about September 16, 1998, Equalnet and certain members of ACMI
began discussions concerning Equalnet's use of ACMI as a marketing channel for the
long distance subsidiaries of Equalnet, EqualNet Corporation and USC Telecom, Inc.
Some of the principals of ACMI previously worked for a company that was an independent
contractor sales agent for EqualNet Corporation, and were familiar with EqualNet
Corporation's products, services and agent programs.
***
On October 8, 1998, the parties signed a Letter of Intent for the
acquisition of certain assets of ACMI, including ACMI's contracts with its consultants.
Equalnet sought to acquire the services of these consultants to market the long distance
products and services of Equalnet's long distance subsidiaries. On October 24, 1998, the
parties signed a definitive agreement
****
Please refer to the stock chart for ENET, on Oct 25, 1998; as it spikes to five times
its previous day value-- following the Oct. 23 weekend meeting of ACMI downlines at the
Memphis Holiday Inn (which has been reported to Laser Radio by multiple sources) That the
meeting was attended by Equalnet president, Mitchel Bodian and by Bill Anderton, Nate Prager
and ACMI's National Sales Manager , John Reade. The downlines were encouraged by ACMI
"leadership committee" to buy $10,000 lots of ENET stock, which, according to Reade, was,
"Sure to go to $10.00/ share!!!")
for the acquisition of certain assets of ACMI, subject to the approval of the Board of
Directors of Equalnet and other contingencies. An amended agreement between the parties
approved by the Board of Directors of Equalnet was executed as of December 31, 1998.
The transaction was closed in January 1999.
DESCRIPTION OF ACMI'S BUSINESS
ACMI is a network marketing company, the principals of which have been in the
telecommunication business since 1992.
***
The business has evolved through several different business entities; the first of
these was Advantage Communications, Inc., which marketed prepaid calling cards and 1+ and 0+
long distance services under the name of ACI. In 1993 ACI changed its name to Anderton
Communications Marketing, Inc. and marketed its services and products under the name ACMI.
***
Page 4 of this report
------ Page 26 of S.E.C. document----
In December 1995, Anderton Communications Marketing, Inc.
sold its assets, including the name ACMI, to Conquest Telecommunications of Dublin, Ohio.
In April 1997, the current company, LIMIT LLC, purchased the assets of the former ACMI,
including the name ACMI, from Conquest and has operated the business since then. ACMI's
marketing has been and continues to be headed by the same individuals since the inception
of ACI in 1992.
***
Equalnet expects the ACMI Acquisition to enable it to expand its business and more
effectively market its telecommunications products through the addition of ACMI's
marketing team. ACMI has six members, and there is no public trading market for
membership interests in ACMI.
They can't even keep their stories straight!
ACMI didn't have six members! Limit LLC did!
The ACMI Assets
The ACMI Assets consist of, among other things:
1) the business operations of ACMI as a going concern,(
2) ACMI's right to use the assumed name of ACMI, and all goodwill
associated with that name, and
(3) except for certain excluded assets, all of the other assets of
ACMI, whether real property or personal property, tangible or
intangible, including, but not limited to, contract rights, choses in action, accounts
receivable, computer software, patents, trademarks, service marks and related intellectual
property rights, goods, accounts, inventory, supplies and all of the customers and customer
contracts of ACMI.
Aggregate Consideration to be Paid by Acquisition Corp. and Equalnet
The aggregate consideration paid by Acquisition Corp. and Equalnet for
the ACMI Assets consists of (1) 2,500,000 shares of Equalnet Common Stock, 1,000,000 shares
of which were issued at the closing and 1,500,000 shares of which are issuable six months
after the closing, subject to reduction as described below under "--Adjustment to Purchase
Price," and (2) if applicable, the Common Stock issuable pursuant to the Common Stock
Issuance Provisions.
27Assumed Liabilities
Under the ACMI Agreement, Acquisition Corp. assumed the following
liabilities of ACMI:
-- accounts payable of approximately $63,020
-- a note payable in the principal amount of $1,000,000; and
-- the obligation to pay a $20,000 placement fee payable by ACMI under an agreement
between ACMI and an executive search firm.
Common Stock Issuance Provisions
The ACMI Agreement contains two provisions that may require the issuance
of additional shares of Common Stock (such provisions, collectively, the "Common Stock
Issuance Provisions").
Page 5 of this report
If the average closing sales price of the Common Stock on the Nasdaq
National Market for the period between 150 and 180 days following the closing date
(the "Post Closing Average Price") is less than $0.75, then Equalnet must issue
to ACMI an additional number of shares of Common Stock equal to the quotient of:
1,875,000, minus the product of (a) 2,500,000 and (b) the greater of
(i) $0.50 and (ii) the Post Closing Average Price; and
the Post Closing Average Price.
The ACMI Agreement also requires Equalnet to issue to individual Members, if such
Members continue to perform the same duties for Acquisition Corp. after the closing as
they have for ACMI before the closing, on the basis of conversion percentages for such
Members as set forth in a schedule to the ACMI Agreement,an amount of Common Stock equal
to:
at the end of the first full year after the closing date, the quotient of:
the excess of (A) the greater of
(1) the sum of (a) the gross revenues
of Acquisition Corp. under certain scheduled existing customer
contracts, (b) all debit card revenues, (c) certain revenue described
in an Agent Marketing Agreement to be entered into by Acquisition
Corp. and the Members, and (d) all revenue from any other activities
of Acquisition Corp., less the commission received on any revenue under clauses
(a), (b), (c) and (d) and taxes or other revenues
collected that reflect pass-through items not truly reflective of
Acquisition Corp.'s revenue (the sum of such numbers, the
"Commissionable Revenue") for the 12 months immediately following the
closing date, and to be paid to vendors or downlines
(2) $2,500,000 (the greater of (1) and (2), the "Year 1 Number") over
(B) $1,675,000; and the average closing sales price of the Common Stock on the Nasdaq
National
29
Management of Acquisition Corp. after the Closing
The ACMI Agreement provides that, for so long as Acquisition Corp. meets
or exceeds certain financial return targets, ACMI management will have
meaningful input as to the strategic direction of Acquisition Corp. and will manage
the day to day affairs of Acquisition Corp. after the closing date.
REASONS FOR THE ACMI ACQUISITION
Equalnet believes that the ACMI Acquisition was in the best interests
of Equalnet and its shareholders for the following reasons.
Increased Shareholder Value
Equalnet believes that the ACMI Acquisition will enhance shareholder
value by providing an experienced marketing team to market Equalnet's
telecommunications products. Equalnet believes that its expected financial condition,
results of operations and overall business prospects after the ACMI Acquisition are
likely to be better than those of Equalnet standing alone.
Equalnet believes that the expertise and management of personnel currently employed
by ACMI will add significant value to Equalnet's operations.
Page 6 of this report
Cost Savings
Equalnet also believes that it can obtain greater sales volume and
customer exposure through the integration of ACMI's marketing team into
Equalnet's operations than could be obtained through contractual marketing arrangements
with third parties. Equalnet may realize additional savings from the elimination of
personnel needed to interact with third-party marketing agencies.
FINANCIAL INFORMATION REGARDING EQUALNET AND ACMI
Summary financial information for Equalnet for the fiscal years ended
June 30, 1998, 1997, 1996, 1995 and 1994 and for the six month periods ended
December 31, 1998 and 1997, and pro-forma financial data giving effect, on a
per share basis, to the ACMI Acquisition, is attached to this Proxy Statement as
Annex E.
Regulatory Filings and Approvals
No federal or state regulatory requirements are required to be
complied with, nor must any federal or state approval be obtained, in connection with the
ACMI Acquisition.
*** Perfect! Nobody's looking.
REQUIRED VOTE
The affirmative vote of a majority of the issued and outstanding
shares of capital stock held by the Voting Shareholders represented at the Meeting,
in person or by proxy, is required to ratify the ACMI Acquisition. Abstentions and
broker non-votes will not be treated as either a vote for or against ratification
of the acquisition.
The required shareholder vote never took place, because the May, 1999 shareholder meeting
(described in the opening paragraph of this report) was never held.
Without ENET shareholder approval in May, "ACMI Acquisition Corp" never
legally existed existed. But allegedly, that didn't stop Nate Prager in APRIL--
a month before shareholder approval-- from signing at least one contract as "Nate Prager,
president ACMI Acquisition Corp" (complaint filed with TN Consumer
Affairs Division by Aubrey Hubbard, controller of Memphis-based internet service provider,
Access, LLC).
By August 1999, the ACMI deal had completely fallen through.
ENET forced Limit LLC to buy back "ACMI assets".
The six members of Limit LLC took back the $1 million note; Got to keep (at least)
360,000 shares of ENET stock (sold in June, 2000 for $50,000).
ENET went bankrupt in July. ACMI phonecards stopped working 9/13/00.
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END OF REPORT
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