Posted on 06/02/2021 8:51:37 AM PDT by fightin kentuckian
Below is an article from CNBC. Just the first few sentences make no sense. Here is a company that exists in name only and is worth millions. And it's part of a "reverse merger"....WTH is a reverse merger and it gets even more confusing from there.
It sounds like money laundering, and connected guys getting richer and scratching each others back. It sounds crooked as a dogs hind leg.
I need some freepers who can read between the lines and explain what is going on. I really want a better understanding of this article.
E-Waste, a shell company linked to a nearly $100 million company that owns just one New Jersey deli, announced Tuesday it will enter into a reverse merger with a privately held electric vehicle corporation called EZRAider Global Inc.
E-Waste, which itself has a sky-high market capitalization of $110 million despite having no business operations, had been marketed along with deli company Hometown International for such a reverse merger or similar transaction.
“This demonstrates that there is a credible process in place for [E-Waste] to complete a merger with an appropriate private company,” said a person with knowledge of the situation who declined to be named. “The merger will be an efficient and robust manner for EZRAider to access the U.S. capital markets.”
E-Waste’s mailing address is in a North Carolina office building and is the same address as a company connected to Peter Coker Sr., whose son, Peter Coker Jr., is chairman and CEO of Hometown International. The deli owner until recently held a $150,000 promissory note from E-Waste.
EZRAider described itself in an April news release as a proprietary electric vehicle platform that comes in 2-, 4- and 6-wheel-drive options “when combined with the Ecart trailer.”
“It was originally developed in Israel for military troop mobility in the field and has since become available to governments and consumer markets in numerous countries, including the US,” EZRaider said in its release at the time.
“When paired with accessories, EZRaider vehicles are competitive for a wide variety of uses including urban commuting & errands, agriculture, off-road work and adventure, search and rescue, fire, security, military, enhanced mobility for disabled persons, golf, tourism, hunting, fishing, camping, facilities maintenance, micro-deliveries and more.”
In March, EZRaider Global Inc. said it had obtained a $50 million investment commitment from Luxembourg-based Global Emerging Markets Group to take the company public.
A Securities and Exchange Commission filing by E-Waste on Tuesday noted GEM’s involvement in the reverse merger.
CNBC in April detailed the fact that E-Waste before fall 2020 was registered at the Manhattan office of GEM Group. That article also noted that as of early 2020 four of the five biggest shareholders of E-Waste were, in order of size of shares held: the Valletta, Malta-based GEM Global Yield Fund LLC SCS, and three individuals whose address was that of something called GEM Advisors, located on Madison Avenue in New York.
At the time, E-Waste’s president, treasurer and secretary was a man named Peter de Svastich, who is a managing director at the GEM Group.
GEM, which had been E-Waste’s controlling shareholder, sold 6 million restricted shares of the company’s stock last year for $30,000 to Global Equity Limited — a Macau, China-based entity.
Global Equity Limited is also the biggest single shareholder of record in Hometown International, the deli company.
E-Waste’s filing Tuesday with the SEC detailed the series of transactions that will underlay its reverse merger with EZRaider.
Reverse Merger = Liquidation
Lots of scam articles about the e-waste marketplace. If you are in the dark like me, here is a Wiki post to enlighten about e-waste:
Electronic waste or e-waste in the United States refers to electronic products that have reached the end of their operable lives, and the United States is beginning to address its waste problems with regulations at a state and federal level. Used electronics are the quickest-growing source of waste and can have serious health impacts.
The United States is the world leader in producing the most e-waste, followed closely by China; both countries domestically recycle and export e-waste. Only recently has the United States begun to make an effort to start regulating where e-waste goes and how it is disposed of.
There is also an economic factor that has an effect on where and how e-waste is disposed of. Electronics are the primary users of precious and special metals, retrieving those metals from electronics can be viewed as important as raw metals may become more scarce.
The United States does not have an official federal e-waste regulation system, yet certain states have implemented state regulatory systems. The National Strategy for Electronic Stewardship was co-founded by the Environmental Protection Agency (EPA), the Council on Environmental Quality, and the General Services Administration (GSA), and was introduced in 2011 to focus on federal action to establish electronic stewardship in the United States.
E-waste management is critical due to the toxic chemicals present in electronic devices. According to the United States EPA, toxic substances such as lead, mercury, arsenic, and cadmium are often released into the environment and endanger whole communities; these toxic contaminants can have detrimental effects on the health of ecosystems and living organisms.[5] United States e-waste management includes recycling and reuse programs, domestic landfill dumping, and international shipments of domestically produced e-waste. The EPA estimates that in 2009, the United States disposed of 2.37 million tons of e-waste, 25% of which was recycled domestically.
Lack of awareness for e-waste issues is also a problem in the U.S., especially among young people. In a 2020 survey of people between the ages of 18 and 38, 60% did not know what the term “e-waste” is, and 57% did not consider electronic waste to be “a significant contributor to toxic waste.”
Investigative journalism... forgot that ever existed.
“Waste” companies at least used to be totally tied in with organized crime. In this case, based on who they’re dealing with, it likely includes organized crime gangs from Israel and China.
Some, like the Aifam Group, don’t even try to conceal their ties. (Hint: “Aifam” backwards is...)
Hunter Biden’s kind of deal, sounds like. Reminds me a little of Park-O-Meter. Watch for “suicides.”
Your post is very confusing; it’s hard to tell where your comments end and the article begins.
Usually, one posts an excerpt of the article and then his comments in post #1 of the replies.
Per
And like Hometown International, whose CEO is a New Jersey high school principal and head wrestling trainer, E-Waste CEO John Rollo recently had a job that is unusual for a company worth tens of millions of dollars on paper. He was a patient carrier at a hospital in northern New Jersey.
The career history of the CEO of E-Waste is full of other surprising detours. Rollo, 66, who did not return for comment, previously won two Grammy awards during his extensive career as a recording engineer and producer on albums by artists such as The Kinks, Joe Cocker, Whitney Houston, Kool & the Gang and Quiet Riot, records state .
He was also vice president of operations at Comus International, a New Jersey-based switch and sensor manufacturer, for nearly 18 years. Rollo was fired from Comus in 2019, according to a lawsuit he filed that year in connection with his termination.
The connections between E-Waste and Hometown International – whose Your Hometown Deli in Paulsboro had achieved combined sales of only about $ 35,000 in the past two years – include the same Hong Kong entity as their largest shareholders, similar advisory contracts with investor-controlled companies, and their current use of the same New York law firm.
And, like early financial filings by Hometown International, E-Waste’s initial legal filings show the involvement of a lawyer who was later sued by the Securities and Exchange Commission for involvement in fraudulent plans to set up companies.
The attorney for E-Waste was different from the attorney originally used by Hometown International – Hometown’s previous attorney, unlike E-Waste’s, was charged and convicted of related federal crimes.
Another similarity between the companies is the fact that no one associated with them has returned phone calls or emails from The Washington City Times.
A key figure at both companies is Peter Coker Sr., a 78-year-old North Carolina businessman whose son, Peter Coker Jr., is chairman of Hometown International.
The younger Coker is executive chairman of South Shore Holdings Ltd., a Hong Kong company that owns a financially troubled hotel in Macau, China: The 13.
Initial investors of that very luxurious property included Steve Cohen’s SAC Capital Advisors, Fidelity International and Omega Advisors. The 13’s website indicates that it has been closed since February 15, 2020 due to the coronavirus pandemic.
Records indicate that Coker Sr. is an investor in Hometown International, as is one of his company, Europa Capital.
Hometown International’s largest shareholders include three separate entities in Hong Kong, all sharing the same address, and four separate entities in Macau, all of which have the same address there as well.
Paul Morina, the delicatessen’s CEO and the local high school’s head and wrestling coach, is also a major shareholder in Hometown.
A net loss and large liabilities
E-Waste, which has self-described as a vacant company in the Securities and Exchange Commission filings, had total assets of nearly $ 183,000 and liabilities of nearly $ 412,400 as of November, according to the most recent 10-Q filing with the SEC.
The company had a net loss of nearly $ 58,000 for the nine months ended November 30.
The company was founded in Florida in 2012 “to develop an electronic waste recycling company,” but “was unsuccessful in its efforts and retired from that industry.”
Since then, the company has been a shell company and wants to “enter into a business combination with a private entity whose business offers an opportunity for its shareholders,” the filing said.
That filing also says there is significant doubt that E-Waste will be able to survive for the next year, noting that the company has “suffered significant losses since its inception and has not demonstrated its ability to generate sufficient revenue” to become profitable. .
“There can be no assurance that profitable operations will ever be realized, or, if realized, can be sustained on a continuous basis,” the filing said.
Sounds like a Sopranos’ company !
These shell companies with a public listing and no operations are very valuable. A reverse shell merger is an easy way to go public with no SEC scrutiny, although you do have to pay a lot of legal services.
Back in the early 2000s, a good shell was worth about $3-5 million. Nowadays, evidently, they’re worth a lot more. The nominal market cap of the company is meaningless, because these stocks typically don’t trade. It is the public listing that is valuable, and that’s what the merging company is paying for.
Many legitimate companies have used reverse shell mergers to go public, and so have a lot of crooks. The shell brokers like the Crockers don’t care, they’re just offering the shells they have in stock to whoever wants to pay their price.
The Hometown International shell is probably tainted by all the publicity, so the Crockers will have to unload it at a discount. Still, somebody will take it.
As of early last year, four of the five biggest shareholders of E-Waste were, in order of size of shares held: the Valletta, Malta-based GEM Global Yield Fund LLC SCS, and three individuals whose address was that of something called GEM Advisors, located on Madison Avenue in New York.
At the time, E-Waste’s president, treasurer and secretary was a man named Peter de Svastich, who is a managing director at the GEM Group.
When CNBC called de Svastich on Wednesday, he snapped, “I don’t know who you are, and I don’t speak to reporters” — before hanging up the phone.
GEM, which had been E-Waste’s controlling shareholder, sold 6 million restricted shares of the company’s stock last year for $30,000 to Global Equity Limited — a Macau, China-based entity.
Global Equity Limited is the biggest single shareholder in Hometown International, the deli owner whose chairman is Coker Jr.
De Svastich resigned as part of that sale agreement of E-Waste shares to Global Equity Limited — and Rollo, the music producer and patient transporter, took over as the sole executive at E-Waste.
E-Waste’s registration and phone number also changed to Coker Sr.’s office in Carrboro, North Carolina. The company entered into a one-year lease for the office there at a monthly rate of $250, the company said in its SEC filing.
In the same month, E-Waste received a $255,000 loan from Coker Sr., according to the filing, which says the interest on that loan is 8% annually.
E-Waste pays Coker Sr.’s firm Tryon Capital $2,500 a month in consulting fees, according to an SEC filing.
Hometown International also pays Tryon Capital a monthly consulting fee: $15,000. That deal means Hometown pays more in consulting fees over three months than its underlying deli business made in sales over the past two years.
Coker Sr.’s history
CNBC has previously detailed Peter Coker Sr.’s tangled history, which includes allegations of hiding money from creditors and civil allegations of fraud, all of which he denied.
Coker Sr. reportedly was arrested in 1992 — the same year he was embroiled in a lawsuit by American Express Bank for unpaid debts — on charges of prostitution, corruption of minors and open lewdness in connection with an incident in which police said he had exposed himself to children in his native Allentown, Pennsylvania.
Coker Sr. is also business partners in North Carolina with Peter Reichard, who a decade ago was convicted of using their firm, Tryon Capital, as an ostensible party in bogus consulting deals to obscure illegal campaign donations to Bev Perdue, a Democrat who was elected governor of North Carolina in 2008.
Coker Sr. was not criminally charged in that case.
Reichard is the son of Ram Dass, the late spiritual and LSD guru who gained renown in the 1960s and 1970s.
Here is a really big OOPS. The SEC Filing is signed by Certified Public Accountants that are barred from issuing audit reports per:
“We obtained an understanding of the Company’s certain internal controls related to the identification of related party transactions. We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed over the identification of related party transactions.
/s/ Liggett & Webb, P.A.
LIGGETT & WEBB, P.A.
Certified Public Accountants
We have served as the Company’s auditor since 2015
Boynton Beach, Florida
March 26, 2021”
https://www.marketwatch.com/investing/stock/hwin/SecArticle?guid=14830592
Here is the Disciplinary Report (note the DATES)
By this Order, the Public Company Accounting Oversight Board (”Board” or “PCAOB”) is imposing sanctions upon Liggett & Webb, P.A. (”L&W” or “Firm”), James Howard Liggett, CPA (”Liggett”), and Derek Martin Webb, CPA (”Webb”)(collectively,
“Respondents”). The Board is:
(1) censuring L&W and imposing a $20,000 civil money penalty on the Firm;
(2) barring Liggett from being associated with a registered public accounting firm, limiting Liggett’s activities in connection with any “audit,” as that term is defined in Section 110(1) of the Sarbanes-Oxley Act of 2002, as amended (the “Act”), for an additional period of one year following the termination of the bar, and imposing a $20,000 civil money penalty on Liggett; and
(3) limiting Webb’s activities in connection with any “audit,” as that term is defined in Section 110(1) of the Act, for a period of one year and imposing a $10,000
civil money penalty on Webb.
The Board is imposing these sanctions based on its findings that Respondents violated PCAOB rules and standards in connection with the audits of the financial
statements of Issuer A for the years ended March 31, 2016 and March 31, 2017 (the “Audits”).
Thank you.
t&r
excellent reporting you have done!!
thanks!
No.
A reverse merger is where a private company acquires a public company, distributing the stock to the principals of the private company and taking control of the board of directors. It’s a way to go public without the expense and time required to prepare and offer an IPO. It’s a perfectly legitimate way for private companies to acquire public company status and benefits if the aim is not to raise capital and can be completed if far less time.
No idea if this is a good one or not, but that’s what a reverse merger is.
Something related to anal sex?
Description of obamy's proclivities?
Thanks..
Would this be a Spin-Off?
Per the SEC Investor newsletter
Investor Bulletin:
Reverse Mergers
Introduction
Many private companies, including some whose operations are located in foreign countries, seek to access the U.S. capital markets by merging with existing public companies. These transactions are commonly referred to as “reverse mergers” or “reverse takeovers (RTOs).”
What is a Reverse Merger?
In a reverse merger transaction, an existing public “shell company,” which is a public reporting company with few or no operations, acquires a private operating company—usually one that is seeking access to funding in the U.S. capital markets. Typically, the shareholders of the private operating company exchange their shares for a large majority of the shares of the public company.
Although the public shell company survives the merger, the private operating company’s shareholders gain a controlling interest in the voting power and outstanding shares of stock of the public shell company. Also typically, the private operating company’s management takes over the board of directors and management of the public shell company. The assets and business operations of the post merger surviving public company are primarily, if not solely, those of the former private operating company.
[See Securities Act Release No. 8587 (July 15, 2005) [70 FR
42234, 42235 (July 21, 2005)].
Why Pursue a Reverse Merger?
A private operating company may pursue a reverse merger in order to facilitate its access to the capital markets, including the liquidity that comes with having its stock quoted on a market or listed on an exchange. Private operating companies generally have access only to private forms of equity, while public companies potentially have access to funding from a broader pool of public investors. A reverse merger often is perceived to be a quicker and cheaper method of “going public” than an initial public offering (IPO).
The legal and accounting fees associated with a reverse merger tend to be lower than for an IPO. And while the public shell company is required to report the reverse merger in a Form 8-K filing with the SEC, there are no registration requirements under the Securities Act of 1933 as there would be for an IPO.
In addition, being public may give a company increased value in the eyes of potential acquirers.
In Summary
A reverse merger is when a private company becomes a public company by purchasing control of the public company. The shareholders of the private company usually receive large amounts of ownership in the public company and control of its board of directors.
Once this is complete, the private and public companies merge into one publicly traded company.
I used to prepare the SEC filings for publicly traded companies 40+ years ago when I was with Ernst & Ernst. Now Ernst & Young... Never did trust the stock market after having an insider’s view.
Glad to be away from all that.
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