No company appears too embryonic, dubious or distant for local attorney Faiyaz A. Dean to usher it into the murky netherworld of America's publicly traded penny stocks.
No company appears too embryonic, dubious or distant for local attorney Faiyaz A. Dean to usher it into the murky netherworld of America’s publicly traded penny stocks.
He’s the conduit through which residents of Ukraine and Russia — among them a 79-year-old massage-clinic operator — got a dozen fledgling, part-time businesses registered in the past year to have their stock legally traded in U.S. markets.
The deals are almost laughable. Green Bikes Rental Corp. of Ternopil, Ukraine, raised $50,830 in its initial stock offering, only to abandon its business plan months later because “our marketing research showed that in [Kiev, Ukraine’s capital,] roads are not designed to have bicycle traffic.”
But the implausible IPOs from Dean, whose Dean Law Corp. has offices in Seattle and Vancouver, B.C., serve the purpose of an Eastern European assembly line producing shell companies ready-made for penny-stock promoters. Local bank accounts and a Seattle CPA also form part of the network.
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Green Bikes recently morphed into Affinity Mediaworks, a U.S. company whose shares trade on the OTC Bulletin Board and are touted on investment chat boards with talk of movie deals, pending acquisitions and big stock gains.
Last Tuesday a lengthy e-mail from MonsterStox.com pitched Affinity (ticker symbol AFFW) to potential buyers: “Can you imagine if AFFW announces a partnership with Marvel or Sony? The stock could literally explode!”
Affinity stock did jump 25 percent the next day to 55 cents on volume of nearly 800,000 shares, prompting another e-mail declaring: “AFFW could be the next small cap to potentially soar over 300%.” But the stock lost 46 percent Thursday and 15 percent Friday in heavy trading.
The fine-print warning at the bottom of the pitches says MonsterStox was paid $150,000 by an unidentified “third party” sponsor for a one-week promotion of Affinity stock. It also acknowledges this sponsor may be dumping Affinity stock while the hype is on.
Although the touts say Affinity “is run by a strong management team with a track record” in film and finance, there’s no mention of them in the company’s Securities and Exchange Commission filings, which are signed by president, CEO, chief financial officer and sole director Yulia Nesterchuk — a chiropractor’s wife residing about 200 miles outside Kiev.
The hype also doesn’t mention that the latest SEC report, filed by the company June 15, shows assets of only $2,230.
Dean, a 2003 graduate of Seattle University School of Law, has filed 12 IPO deals from Russian and Ukraine since April 2008. He declined to comment.
Scott Cramer, described on Affinity’s Web site as its executive producer, did not return calls.
The OTC Bulletin Board is an electronic network of brokers; its only requirement for listing is that companies, wherever they are located, must keep current with SEC filings.
The OTCBB system has become a preferred market for stock-manipulation schemes since Canada increased regulation of its Venture Exchange, which was a haven for fly-by-night companies during its earlier years as the Vancouver Stock Exchange. But the Pacific Northwest remains a center for such activity.
“We tightened the rules last year, and what it caused was an exodus of companies,” said Martin Eady, director of corporate finance at the B.C. Securities Commission. “Certainly on paper it might appear they moved to Bellingham or Blaine or Ferndale.”
While not willing to discuss any specific companies, Eady said that among those on the OTC Bulletin Board, “Some of these people could be more interested in selling stock than in building their businesses.”
Like Green Bikes, several other companies on Dean’s list have made sudden transformations that bear the fingerprints of penny-stock promoters:
• Plethora Resources, whose only executive or employee was Artur Etezov of Kashira, a town about 60 miles outside Moscow.
After the SEC OK’d its stock registration last August, Plethora gave up on its planned business of advising North American companies on Siberian oil and gas lease deals — perhaps because, as the IPO documents said, “Mr. Etezov does not have any technical experience in the oil & gas exploration sector.”
Last month, it became Sync2 Networks (SYNW), a Vancouver, B.C., Web development company that has traded in small quantities at $2.70 a share — implying a total market capitalization of more than $200 million.
• Planet Resources of Moscow. It became Bakhu Holdings, which started trading on the OTC bulletin board (BKUH) last month. The company said in a June 8 regulatory filing that “we have not started operations.” Still, someone is trading the stock; last Monday, 635,000 shares sold at 26 cents apiece.
• Azure International of Bryansk, Russia. It planned to distribute Chinese-made “shower cabins” for U.S. home construction, but soon became Air Transport Group Holdings, which trades sporadically.
The dozen companies Dean has helped along this path share several traits. Each has no more than a thinly outlined business plan, with no actual operations or revenues. The initial stock typically is sold to investors outside the U.S. and the amounts raised are paltry by IPO standards — $200,000 or less. The CEOs have little experience running their own company and even less in the field they are entering, yet they only plan to work on the enterprise part time.
And most — even the 79-year-old matron from Zhitomir, Ukraine, whose Ukragro Corp. plans to open a local spa — said they would spend the better part of a year refining their business plans before actually starting up.
Whatever may happen after the IPO, the lawyer and accountants involved in the deals get their reward: From its $50,830 stock-offering proceeds, Green Bikes/Affinity says it has spent $42,288 for legal and accounting fees.
Another common thread among the companies Dean shepherded to OTC Bulletin Board listings is the massive stock splits — 17 for 1, even 20 for 1 — they carried out after getting listed.
Such moves are a hallmark of penny-stock promoters because they create a lot more shares to peddle. The stock price may seem low at 5 cents or $1, but when multiplied by 50 million or 90 million shares, it can imply a huge value for a company that may be no more than a vague idea.
Aside from Dean, there are other local connections to these Ukrainian and Russian deals. Five of the companies — Green Bikes, Azure, Ukragro, Oreon Rental Corp. and Pharmacity Corp. — said that until they finished their IPOs, investors’ money would be deposited in a Wells Fargo Bank account in Bellingham.
And two of the companies — Plethora and Myriad International — had their financial statements signed by Seattle CPA George Stewart. A sole proprietor licensed as a CPA 30 years ago, Stewart saw his public-company auditing clients mushroom from two in 2006 to 21 last year, according to regulatory filings.
Akilah Stewart, who responded to a message for the CPA firm, declined to say how it got those clients or conducted their audits. “We’re not accountable to you,” she said.
The easiest piece of the pipeline may be getting the IPO statements for these shell companies through the SEC. Most of the 12 IPOS prepared with Dean’s help were passed by the SEC within two weeks of being filed.
Comments? Send them to Rami Grunbaum: 206-464-8541 or firstname.lastname@example.org