UPDATE 3: ALZM has admitted they are under investigation by regulators and that there was a pump scheme attached to this stock although they deny any liability…no different from KYUS, EMGE and MSEH who all said the same thing…before the SEC halted those stocks and they eventually dropped 99%…this will be no different…I’d love to short at $2ish now, but there are no shares to short as I wrote about here.
UPDATE 2: The promoters weren’t as competent as I thought and ALZM just doubled topped perfectly at $2.50…now at $2.20ish and fading quickly, this could begin to get uggggggly…goal is mid to low $1s in April…good pump while it lasted, now it’s a dump as I’m guessing insiders or whoever paid for the $1.3 million pump probly have cashed out.
UPDATE: I covered my short for decent profits, but it looks like more promoters are jumping on board so this is more of a potential buy here at $2.40ish now than short…as a penny stock short seller, you MUST be agile…promoters will always look to screw you, see my trade:
Normally this report would be forsubscribers or subscribers only, but since I intend on running the SEC’s penny stock division in a few years after making a few million dollars more and teaching thousands of subscribers starts to bore me, consider this report as part of my resume.
For those of you who haven’t subscribed to any of my 4, this my gift to you….enjoy the education…you might be surprised at how corrupt and non-transparent the world of penny stocks is.
After all, it’s pathetic that I’m the one who has to do the SEC’s dirty work, but I guess they’re too busy watching videos to care about a company whose registration has been revoked by the SEC just a few weeks ago and whose lead counsel last year was ordered to cease and desist by the SEC for violating anti-fraud provisions.
(all research done using the same techniques and websites I outline in this study guide)
Where to start, I’ll mention I’m short 20,000 shares of ALZM at $2.42ish, but I’d love to short more given the facts below…hmmmmm, should I go straight into the $1.3 million promotional campaign
…that has pumped this stock up 600%+ in less than a month
…just days after the SEC revoked ALZM parent company HOTI’s registration since they “had repeatedly failed to file required annual and quarterly reports with SEC. Thus, the company violated a crucial provision of the federal securities laws that requires public corporations to publicly disclose current, accurate financial information so that investors may make informed decisions. The revocation was ordered in an administrative proceeding before an administrative law judge.”
…or do I bust their phony press releases about the acquisition of this organ donor company happening recently when in fact as per this SEC filing (page 7), they’ve in fact been owned by HOTI for nearly a year, they have $1,016 in cash in the bank and still no revenues with $2+ million in losses the past 3 months and an impressive $25+ million in losses since inception…and even their auditor thinks they’re junk:
The Company is currently a development stage company and has no established source of revenue. These matters raise substantial doubt about the Company’s ability to continue as a going concern.
Perhaps what matters most is HOTI’s lead counsel Robert Hipple SEC cease and desist order from the SEC in 2010 which you should definitely read which show he did some pretty unethical and illegal stuff:
Robert Hipple, a lawyer and the former CEO and CFO of now-defunct business development company (“BDC”)2 iWorld Projects & Systems, Inc. (“iWorld”), overstated the value of iWorld’s primary asset – its investment in several portfolio companies – in three consecutive quarterly filings in 2005. Hipple, who personally performed iWorld’s accounting and financial reporting functions, also misled iWorld’s auditors into believing that the company had independently evaluated the worth of its portfolio companies. As a result of his conduct, Hipple i) violated the antifraud provisions of the Exchange Act, filed false Sarbanes-Oxley executive certifications, misled iWorld’s auditors, falsified books and records, and knowingly circumvented internal controls; ii) violated Section 57(a)(1) of the Investment Company Act; and iii) aided and abetted and caused iWorld’s violations of the reporting, books and records, and internal controls provisions of the Exchange Act, and iWorld’s violations of the BDC books and records provision of the Investment Company Act.
So he’s got a past, but why is that relevant here with ALZM? Well, ALZM is just a pawn in the HOTI scheme to announce acquisitions and mergers in near insolvent companies, seemingly the same scheme that got Hipple into trouble with the SEC last year.
Compare HOTI to Hipple’s old company iWorld as stated by the SEC:
iWorld Projects and Systems, Inc. (“iWorld”) is a BDC that, during all relevant periods, was incorporated in Nevada and headquartered in Addison, Texas. iWorld has not filed a periodic report with the Commission since it filed its third quarter 2005 Form 10-Q in November 2005. The Nevada Secretary of State revoked iWorld’s corporate charter on January 1, 2006 for failure to pay franchise taxes. iWorld filed for voluntary Chapter 7 bankruptcy in May 2008. In March 2009, the bankruptcy court closed the case because iWorld had no assets.
As you’ll read below HOTI’s last SEC filing in 2005 before it too got revoked said they had $26k in losses…is bankruptcy and another SEC case inevitable yet again here too?
HOTI has not one, not two, but three public subsidiaries with hardly any revenues between them, ALZM, AEGY and SKTO (AEGY and SKTO were also paid pumps, but have now collapsed 95%+…ALZM is the last pumping standing…for now), eerily similar to iWorld and Hipple’s SEC- busted iWorld acquisitions which also had multiple “investments” neither of which had much revenues either:
Hipple Postures iWorld Florida for Acquisition by iWorld as BDC
a. Shortly after forming iWorld Florida in May 2004, Hipple and others caused it to acquire two small private companies in the project management services industry: Applied Management Concepts, Inc. (“AMC”) and Process Integrity, Inc. (“PII”) (together, “the subsidiaries”). iWorld Florida acquired the subsidiaries for a total of $285,000 in working capital payments, $200,000 in assumed liabilities, and 1.1 million shares of iWorld Florida common stock. This stock was not publicly traded and had no readily ascertainable market value.
b. When iWorld Florida acquired the subsidiaries, AMC had no operations, while PII had only limited revenues from sales of its only product, a piece of project management software. Specifically, during the six months before the acquisition, PII had total revenues of $89,000 and was not profitable. Hipple knew these facts at the time.
…and back with iWorld Hipple also did some pretty confusing merging with companies EXACTLY like he’s doing with HOTI with ALZM, AEGY and SKTO:
d. In December 2004, Hipple initiated and directed a series of transactions to form iWorld. He first obtained two public, blank-check shell companies, Silesia Enterprises, Inc. (“Silesia”) and Organic Solutions, Inc. (“Organic”). He then caused Silesia to file a Form N-54 election to become a BDC.
e. Hipple then directed and caused Silesia’s merger into Organic. Among other things, Hipple caused Organic to issue convertible preferred shares to four of his designees, including his wife and a college-aged employee of one of his business partners. Hipple oversaw the conversion of the designee’s preferred shares into common shares – which gave them control over Organic – and the voting of those shares to approve actions related to merging Organic with Silesia, with Organic as the surviving corporation. At the conclusion of these transactions, Hipple effectively controlled the post-merger company (a BDC), which, as part of the merger, changed its name to iWorld. Hipple thereafter obtained a new CUSIP number and trading symbol for iWorld’s common shares so they could be publicly traded.
Hipple also filed false quarterly statements with iWorld — yes, he’s really one of the most evil people I’ve ever researched — but what interests me more is this:
b. The purported $10 million valuation was materially false and misleading. Among other things, the Form 8-K failed to disclose that Hipple controlled both iWorld and iWorld Florida at the time of their merger. Consequently, and contrary to the Form 8-K’s description of the transaction, the merger did not involve arms-length negotiation and was in fact a related-party transaction. Furthermore, the Form 8-K failed to disclose that, because Hipple controlled both sides of the transaction, he was able to reverse-engineer the number of shares exchanged between iWorld and iWorld Florida to lend legitimacy to the $10 million figure. In addition, there was no disclosure that iWorld Florida’s sole asset – its investments in the subsidiaries – had been acquired during the summer of 2004 for only $285,000 cash, $200,000 in assumed liabilities, and 1.1 million shares of iWorld Florida’s non-public stock – consideration that was worth, at best, only a fraction of $10 million.
Because when HOTI acquired ALZM, the valuation was listed as a ridiculous $70 million for a company as you’ll read below that is for all intensive purposes totally worthless:
Prior to the entry into the Acquisition Agreement on January 24, 2011, there was no relationship between Registrant or any of its affiliates and Healthcare of Today, Inc. or Organ Transport, Inc. or any of the officers, directors or affiliates of either of them. Since there is no significant trading activity in the common shares of Registrant, and both Healthcare of Today and Organ Transport are private companies whose shares do not trade on any public markets, no specific valuation was assigned to the transaction by the parties; however, Healthcare of Today previously acquired all of the issued and outstanding stock of OTS from its former owners in June 2010 for consideration agreed to as shares of common stock of Healthcare of Today valued at $70,000,000 and interest bearing promissory notes with a face value of $30,000,000, which, if applied to the 78,255,000 common shares of Registrant issued in the acquisition, would indicate a pro forma acquisition value of $1.28 per share for the Registrant’s shares.
And as you’ll also read below, there WAS a relationship between Organ Transport’s CEO Michael Holder and the entire HOTI board since they were all on the board of a failed biotech Regenetech…not sure if that’s applicable to this SEC filing, but given Hipple’s past, I wouldn’t put anything past him.
It’s also very interesting that ALZM announced the whole Organ acquisition on March 9th, 2011, the very day emails from the $1.3 million email promotion started going out when in fact the acquisition was not near at all, gotta love the date on the SEC filing that cuts through the press release BS:
As of June 24, 2010, the Company was owned 100% by Healthcare of Today, Inc. (“HOTI”), a California corporation, and therefore is consolidated within the financial statements of HOTI; however, the financial statements presented herein are the Company’s on a stand-alone basis.
Notice how the press release from the HOTI site I linked above differs from the official press release on Yahoo Finance:
BURBANK, CA – March 9, 2011 – Healthcare of Today, Inc. announces that it has obtained a controlling interest in Allezoe Medical Holdings, Inc. (OTCBB: ALZM) (Allezoe). Also as a result of this all-stock transaction, Allezoe acquired Organ Transport Systems, Inc. (OTS) from Healthcare of Today.
FRISCO, TEXAS–(Marketwire – 03/11/11) – Allezoe Medical Holdings, Inc. (OTC.BB:ALZM – News) announces that it has acquired Organ Transport Systems, Inc. (OTS) from Healthcare of Today, Inc. in an all stock transaction. The acquisition of OTS is the first of several planned acquisitions by Allezoe Medical Holdings (“Allezoe”) in the medical device development, manufacturing and related services market.
There is no new acquisition here folks, it’s all just moving around shell companies, which is EXACTLY what Hipple & friends have always done…the acquisition press release was simply to hype up the promotion emails making people think something new and exciting is happening when in fact, this is just a scheme that the SEC should look into.
And contrary to what Google & Yahoo Finance claim as a $127 million market valuation for ALZM, as of February 28, 2011 thanks to a sneaky unregistered sale of equity securities (page 2 of this filing), there are 130+ million shares outstanding which gives ALZM a marketcap of $318 million at its current price of $2.44:
As a result of the acquisition transaction, Registrant has issued 78,255,000 common shares in a private transaction to Healthcare of Today, Inc. and was offered only to Healthcare of Today, Inc., a California corporation, in a single transaction in California. The shares were issued in reliance on Sections 3a(11) and 4(2) of the Securities Act of 1933. As a result of the issue, there are now 130,425,000 common shares of Registrant issued and outstanding. The planned acquisition of the shares and the change of control of Registrant were reported on a Form 14F-1 Report filed on January 25, 2011.
Sounds like a decent valuation for a company with $1,016 of cash in the bank, right?
As at November 30, 2010, the Company had $1,016 in cash and liabilities of $162,740. The liabilities of $75,059 owed to general creditors are as follows: former directors and officers – $74,914 and office – $145. The amount owed to related parties of $87,681 is non-interest bearing and has no fixed terms of repayment.
…and as they admit, that roughly $1,000 isn’t enough to keep them in business much longer:
The amount required to cover total operating costs for the next twelve months and to settle all the outstanding amounts owed to third party creditors would be $75,059 less the amount in the bank account being $1,016. At present, Stanford does not have these funds to pay for future expenses and eliminate accounts payable and therefore would be required to either sell shares in its capital stock or obtain further advances from its director. Stanford’s future operations and growth is dependent on its ability to raise capital for expansion and to seek revenue sources.
With just $1,016 to spend, these clinical trials they announced not coincidentally during their email promotion should be pretty interesting LOL (clinical trials cost millions of dollars, not $1,016)
Interestingly, HOTI’s lead counsel Mr. Robert Hipple is no stranger to schemes and companies on the bring of insolvency, HOTI used to be called Eneftech (they changed their named to avoid the stench of the past) and before their registration got revoked by the SEC for not filing since 2005, they had a whopping $26k in losses over the years:
Eneftech Corp. (CIK No. 1138654) is an inactive Texas corporation located in Burbank,
California, with a class of securities registered with the Commission pursuant to Exchange Act
Section 12(g). The company is delinquent in its periodic filings with the Commission, having
not filed any periodic reports since it filed a Form 10-Q for the period ended September 30,
2005, which reported a net loss of $26,073 since the company’s April 2, 2001, inception. ”
Jul 21, 2010 14:52 ET
Eneftech Corporation Changes Name to Healthcare of Today Services and Prepares for Merger With SK3 Group, Inc.
HOUSTON, TEXAS–(Marketwire – July 21, 2010) – Eneftech Corporation, based in Houston, Texas, today announces that it has changed its name to Healthcare of Today Services, Inc.
The corporate name change is the first step in the planned under which the new Healthcare of Today Services will merge with SK3 Group Inc. (PINK SHEETS:SKTO).
And remember, that SEC cease & desist order wasn’t his first run in with the law, he was once CEO of “an elaborate ponzi scheme” as described not by me but by the court…definitely check out the court case, it’s more entertaining than Charlie Sheen:
“From August 15, 2001, to October 15, 2001, Mr. Hipple served on Merrill Scott’s board of directors and as its President and Chief Executive Officer. At the time, Merrill Scott was on the brink of insolvency. Although it marketed itself as a global financial services provider for wealthy individuals, the Securities and Exchange Commission later charged that Merrill Scott was actually part of an elaborate ponzi scheme”
And do note how “Mr. Hipple breached [his] fiduciary duties to Merrill Scott by executing a fraudulent transfer of substantially all of Merrill Scott’s assets to IPA for less than reasonably equivalent value.”
…and “In a subsequent order, dated June 2, 2005, the court determined that Mr. Hipple was personally liable to Merrill Scott for damages in the amount of $3,502,337.”
…perhaps what’s funniest is that HOTI’s Lead Counsel the highly unethical and questionable Mr. Hipple does not even appear to be a competent lawyer…look what happened when he tried to appeal his own case:
“Finally, Mr. Hipple claims that the district court abused its discretion in striking his motion for summary judgment as untimely. We reject his challenge because the motion was clearly late. On December 17, 2003, the district court entered an order setting December 22 as the dispositive motion cut-off date. The parties later consented to extending the deadline by an additional thirty days, to January 22, 2004, and the Receiver filed his motion for summary judgment on that date.4 On January 20, Mr. Hipple filed another motion, over the Receiver’s objection, requesting a further extension to February 16. He did not file his motion for summary judgment, however, until May 27, a full three months past the last extension that he requested.”
Not to mention this isn’t Hipple’s first attempt at creating a medical company either, he had Therabiogen which specialized in homeopathic pharmaceuticals and Hipple and revenue and cashless ORgan company CEO Michael Holder were on the board of Regenetech, a stem cell company which also apparently attempted to do a merger with HOTI (hmmmm, HOTI’s board was the same as Regenetech’s, Hipple, why do you have to be so blatant with your shell game?)
And this is VERY important because Regenetech which ALZM CEO Michael Holder and SEC-checkered-past Hipple were on the board together was actually a HOTI subsidiary as announced nicely on this Facebook page.…hmmmm, no affiliate past, eh, Hipple? BS
Forget that I exposed how HOTI acquired the Organ company in the summer of 2010, not in January or March of 2011 as these email promotional press releases would have you believe; ALZM CEO Michael Holder was already a part of the HOTI family waaaaaaay long ago…again, just another shuffling of shell companies in an attempt to hype them up and take advantage of people who don’t want to stay up all night like I’m doing to connect the various dots.
So why go to all this trouble of pumping up ALZM?
So insiders can dump obviously! Duh #insiderswinning
Just like CLRH dropping from $1.75 to 25 cents/share in 4 days after insiders dumped their shares directly smack into the buying created by the unethical Courtney Smith roughly $500,000 propaganda mailings, insiders on ALZM have 8 million shares which I’m guessing will soon be able to be sold (page 17):
The number of shares subject to Rule 144 is 8,000,000
Remember the case of Mesa Energy Holdings Inc. (MSEH) and how insiders cashed out 6 million shares into a paid pump, this ALZM paid pump is little different and it will end badly for longs which is why I’m short.
On ALZM, the same promoter was paid to pump up Horiyoshi Worldwide Inc. (HHWW) and Kunekt Corporation (KNKT) and we all banked shorting those paid pumps…$74,000+ on HHWW and $96,000+ on KNKT….whether I write this expose or find more shares to short or if any of my subscribers of my 4 find shares to short, ALZM will crash 50%+ within a day or two, remember this pattern?
Look at how HHWW and KNKT have fared since their pumps turned into dumps, and KNKT even put out a press release denying knowledge of the paid pump despite the fact that their entire website and press releases were designed around the paid pump….LOL…when ALZM crashes, get ready to take the stand and play dumb Hipple, you should be used to it by now, right?
Add ALZM to the list of 77 paid pumps in this video, it’s always the same: