Richard Surber connection to David Wolfson
Mr Surber is the cousin of, and former business associate of, Mr David Wolfson who was named in SEC litigation with Sukumo:
( 15. Sukumo Limited (a.k.a. The Sukumo Group, The Fujiwara Group, First Chartered Capital Corporation, First Colonial Trust, First China Capital, International Investment Holding) is a British Virgin Islands corporation that appears to be operating out of Thailand and Lao, People's Democratic Republic ("Laos"). Sukumo marketed the stock of Stem Genetics, Inc., F10 Oil & Gas Properties, Inc., Diversified Financial Resources Corporation, Valesc Holdings, Inc., and NCI Holdings, Inc. to overseas investors in the United Kingdom, Australia, and New Zealand.)
Mr. Surber, via Axia, also had a business relationship with Mr. Newman ( First Colonial Trust).
Richard Surber has been in contact with this site and requested that a counter-balance of views and information be allowed. Naturally, potential investors are eager to have an informed choice, so his contributions are included.
Date: 3/29/2004 14:22:36 EST
Subject: Re: Misinformation/Libelous Statements
Dear Mr. Henderson:
Hudson Consulting Group, Inc. is a 100% wholly owned subsidiary of Diversified Holdings-I, Inc. (a Nevada Corporation) which is in turn a 99% owned subsidiary of Nexia Holdings, Inc.. (OTCBB: NXIA).
Allen Wolfson nor any of "his" entities has ever held any shares in Hudson Consulting Group, Inc..
Furthermore, Allen Wolfson has NEVER held any significant share amounts of Nexia Holdings, Inc..
Allen Wolfson did however hold a controlling interest in Axia Group, Inc. fka CyberAmerica Corp.. He was forced out of Axia when he was indicted for the crimes for which he now sits in prison.
The disclosures concerning his exit are of public record. I included links to such disclosures.
Unfortunately, you are correct that Axia did have a relationship through First Colonial Trust with Mr. Newman. Again, I have attached the disclosure which outlines that relationship.
To date, I have not had a single call or email from any investor claiming that First Colonial lied about the state of Axia (which is a public shell with no current operations) in an effort to induce them into buying shares of Axia.
I have had a single email from one investor stating that he was told the shares were free trading which of course they are not. I have included links to such disclosures on this matter as well which clearly delineate the relationship.
Below is the pertinent portion of the disclosure which clearly shows that Axia was not playing hide the ball with respect to its relationship to First Colonial. Nonetheless, it appears that no one is interested in the fact that every person who has Internet access could clearly see the terms of the Reg S offering.
A direct link from the axia website was in place to the www.sec.gov at that time as well.
On July 9, 2003, Axia entered into an Offshore Stock Purchase Agreement (the "Agreement") with First Colonial Trust, a British Virgin Islands corporation (Colonial).
Pursuant to the Agreement Colonial has the right to purchase up to 5,000,000 shares of Axia common stock pursuant to Regulation S of the Securities Act of 1933 at a purchase price equivalent to 30% of the bid price per share on the day that Axia receives payment from Colonial for the specified number of shares to be reflected in written buy orders sent to Axia.
The Agreement calls for Axia to deliver a certificate in the amount of 5,000,000 shares of its restricted common stock (Certificate) to a designated escrow agent within 14 days of the day the Agreement was executed.
Colonial will only be deemed to have voting control or the power to dispose of that portion of the shares of common stock that will be released at the direction of Colonial upon payment being rendered in U.S. dollars to Axia or a designated third party escrow agent.
It is anticipated that subsequent to the delivery of the Certificate representing such shares, Colonial will begin drawing against the Certificate at Colonial's discretion, excepting that at no time will Colonial have direct or indirect beneficial ownership of more than 9.9% of the total issued and outstanding shares of Axia.
Colonial may at its option resell the shares to its clients in compliance with Regulation S or hold such shares for their own account.
In the event Colonial acts as a selling agent with respect to reselling the Axia shares, Colonial is responsible for disclosing any mark ups, commissions or other consideration Colonial or its representatives receives directly or indirectly as a result of reselling the Axia shares.
In any event, Axia will only receive 30% of the proceeds from any such resales of up to 5,000,000 shares based upon the bid price on the day of such sale. As of the date of this filing, Axia's best bid price was $0.30. The bid price of Axia is subject to change based upon market fluctuations.
Accordingly, the net dollar amount Axia receives could fluctuate significantly if the market price of Axia's common stock rises or falls substantially.
Select Representations Made by Colonial
Under the terms of the Agreement Colonial has represented the following:
Federal and State Securities Laws. Colonial knows and understands the laws passed by the Federal Governments of the countries wherein they will resell the shares issued to Colonial under this agreement and the accompanying rules and regulations promulgated by the Securities and Exchange Commissions of those countries and the corresponding laws passed by the different counties and states' Securities divisions wherein Colonial conducts its business. Colonial expressly warrants and represents to Axia that at all times during the term of this agreement that they shall abide by all Federal, County and State securities laws, rules and regulations of the United States of America or any other country wherein Colonial conducts its business.
Further, Colonial agrees and warrants that it shall in no manner compromise Axia by the violation of any such laws, rules or regulations. Colonial understands that Axia will abide by the securities laws and that Axia expects Colonial to abide by the securities laws. If Colonial fails to abide by any such law, this agreement shall immediately be terminated and Axia shall no longer be bound by the terms hereof.
Representations to Colonial's Clients. Colonial agrees that all representations made by it, its sales agents, brokers, dealers, customer service representatives or any other agent of Colonial who solicits the purchase of these securities by an investor shall be complete and accurate and shall contain only the information that is available to the market places. Colonial shall not disseminate any information to its clients that is not completely accurate and factual.
If Colonial becomes aware that any of its sales representatives are disseminating information that is not completely accurate, Colonial shall take all necessary steps to prevent further dissemination of the information and shall take all necessary steps to correct the information with the investors to whom the information has been passed.
General Overview of Regulation S
Regulation S provides generally that any offer or sale that occurs outside of the United States is exempt from the registration requirements of the Securities Act of 1933, provided that certain conditions are met. Regulation S has two safe harbors.
One safe harbor applies to offers and sales by issuers, securities professionals involved in the distribution process pursuant to contract, their respective affiliates, and persons acting on behalf of any of the foregoing (the "issuer safe harbor"), and the other applies to resales by persons other than the issuer, securities professionals involved in the distribution process pursuant to contract, their respective affiliates who are not officers or directors, and persons acting on behalf of any of the foregoing (the "resale safe harbor").
An offer, sale or resale of securities that satisfied all conditions of the applicable safe harbor is deemed to be outside the United States as required by Regulation S. The distribution compliance period for shares sold in reliance on Regulation S is one year.
Axia has complied with the requirements of Regulation S by having no directed selling efforts made in the United States, by selling only to buyers who were outside the United States at the time the buy orders originated, ensuring that each person is a non-U.S. person with address in a foreign country and having each person make representation to Axia certifying that he or she is not a U.S. person and is not acquiring the Securities for the account or benefit of a U.S. person other than persons who purchased Securities in transactions exempt from the registration requirements of the Securities Act; and also agrees only to sell the Securities in accordance with the registration provisions of the Securities Act or an exemption therefrom, or in accordance with the provisions of the Regulation.
Axia's transfer agent has been advised to place the following legend on each certificate representing shares of Axia being sold in conjunction with the Agreement:
These securities are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Act, applicable state securities laws, pursuant to registration or exemption therefrom.
Investors should be aware that they will be required to bear the financial risks of this investment for an indefinite period of time. All offers and sales of the herein-described securities by non-U.S. persons before the expiration of a period commencing on the date of the closing of this offering and ending one year thereafter shall only be made in compliance with Regulation S, pursuant to registration under the Act, or pursuant to an exemption from registration, and all offers and sales after the expiration of the one-year period shall be made only pursuant to registration or an exemption from registration. Hedging transactions involving these securities may not be conducted unless in compliance with the Act.
Limited Market for Common Stock.
There is currently a limited trading market for our shares of common stock, and there can be no assurance that a more substantial market will ever develop or be maintained. Any market price for shares of common stock of Axia is likely to be very volatile, and numerous factors beyond our control may have a significant adverse effect.
In addition, the stock markets generally have experienced, and continue to experience, extreme price and volume fluctuations which have affected the market price of many small capital companies and which have often been unrelated to the operating performance of these companies.
These broad market fluctuations, as well as general economic and political conditions, may also adversely affect the market price of our common stock.
Further, there is no correlation between the present limited market price of our common stock and our revenues, book value, assets or other established criteria of value. The present limited quotations of our common stock should not be considered indicative of the actual value of Axia or our common stock.
Risks of Penny Stock.
Axia's common stock (OTC BB: AXGR) is deemed to be a "penny stock" as that term is defined in Rule 3a51-1 of the Securities and Exchange Commission. Penny stocks are stocks (i) with a price of less than $5.00 per share; (ii) that are not traded on a "recognized" national exchange; (iii) whose prices are not quoted on the NASDAQ automated quotation system (NASDAQ-listed stocks must still meet requirement (i) above); or (iv) in issuers with net tangible assets less than $2,000,000 (if the issuer has been in continuous operation for at least three years) or $5,000,000 (if in continuous operation for less than three years), or with average sales of less than $6,000,000 for the last three years.
There has been a limited public market for our common stock during the last five years. There is no assurance that the current price level will continue, as there has thus far been low volume, and our stock may be deemed to be penny stock at any time. Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rule 15g-2 of the Securities and Exchange Commission require broker/dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effecting any transaction in a penny stock for the investor's account. Potential investors in our common stock are urged to obtain and read such disclosure carefully before purchasing any shares that are deemed to be a "penny stock."
Moreover, Rule 15g-9 of the Securities and Exchange Commission requires broker/dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stocks to that investor.
This procedure requires the broker/dealer to (i) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker/dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor's financial situation, investment experience and investment objectives.
Compliance with these requirements may make it more difficult for investors in our common stock to resell their shares to third parties or to otherwise dispose of them.
This is the document terminating the relationship.
The bottomline is that I had no reason to beleive that Sukumo, First Colonial or Newman were doing anything illegal. My cousin David Wolfson (a recent law school graduate), Gino Carlucci (represented that he was an unlicensed attorney), attorneys for Axia, a purported attorney for First Colonial, and counsel for Diversified Financial Resources, Inc. all reviewed the transactions with Sukumo/First Colonial.
There were no investor complaints that I was made of aware of before entering into the transaction between Axia and First Colonial.
Given Axia's financial resources, I did as much due dilligence as possible which included hiring outside counsel to review the transaction before entering into the agreement with First Colonial.
I had no reason to believe that anyone was doing anything wrong with respect to the sale of securities offshore. I was told that the investors were high net worth individuals who frequently invested in high risk ventures.
Axia immediately terminated the relationship as soon as there was reason to beleive that Michael Newman and co. were using illegal boiler room tactics Axia netted less than $70,000---The shares issued to the investors in most cases were issued at a discount to market.
The investors who put there money into shares of Axia have not lost their investment. It is still a viable public vehicle which I hope to find suitable reverse merger candidate. There is a good chance that those investors stand to make a profit on there initial investment.
President and Director of Hudson Consulting Group, Inc.
Dear Mr. Surber,
In your earlier response you state that:
"Furthermore, Allen Wolfson has NEVER held any significant share amounts of Nexia Holdings, Inc.."
In a Nexia filing he was deemed to be a “control person”:
Date of Event: February 15, 2002 Nexia Holdings, Inc.
Prior to June 29, 2000, Mr. Allen Wolfson was deemed to be a "control person" of the Company (as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934) by virtue of his beneficial ownership of over 5% of the Company's common stock, and the potential influence Mr. Wolfson had with respect to the Company's day-to day operations in his role as a finder of potential transactions for the Company, and as business consultant to the Company. Mr. Wolfson is also the uncle of Richard Surber, the Company's president, chief executive officer and director.
Could you put a percentage figure on his holdings and perhaps also explain how you were originally introduced to First Capital( Newman )?
The progression seems to be
Diversified/ NCI Holdings
I had hoped for more publicly accessible information but was hampered by this notice.
Axia Group, Inc. has over the past six months gone through a complete change in its accounting staff during the past six months. During the same period the Registrant has sold certain assets and experienced changes in the Registrant's operations that have created delays in the preparation and completion of the financial statements of the Registrant. Because of the time and resources dedicated to those efforts and the recent changes to the Registrant's accounting staff, the Registrant will be unable to complete the Form 10-KSB on a timely basis without unreasonable effort or expense.
Looking forward to your further clarifications.
Dear Mr. Henderson:
You have placed me on your site and through not so subtle means have implicated me as a criminal. You have cut and pasted various portions of text in public filings and taken them out of context. I would like you to thoroughly explain why it is you have taken the position you have against me. Outside of mere guilt by association. You can not show that I have committed a crime because I have not committed a crime.
None of the U.S. companies that Hudson assisted had any knowledge that Mr. Newman and co. would or intended to lie in order to sell securities. In fact, Axia, NCIH and DFRC all thoroughly and completely disclosed their financial condition, the restricted nature of the securities which were sold offshore, and the percentage of the proceeds they were to receive, ie 30% in Axia's case.
...Furthermore, you promised to be fair and post my version of the facts---ie The fact that Axia, NCIH, and DFRC accurately disclosed the the restricted nature of the shares sold offshore, the commission structure, their respective financial conditions,
etc. Each of these companies also
obtained legal opinions as to the availability and legality of relying Regulations S under the terms as set forth in their respective disclosures. You have failed to live up to your end of the bargain by posting my account of the facts..
If you will live up to your end of the bargain, I will gladly answer your question. Furthermore, I do not appreciate the implications of your statement regarding a family "gag" order. I do not have the type of family that would or could gag me or anyone else.
Richard Surber 05/07/04
BOTTOMLINE HOME LOAN, INC.
CANACCORD CAPITAL CORP
On June 26 , 2001, Bottomline signed a Stock Acquisition Agreement with Buster Williams, Jr., David Williams, Mei Chen, Caitlin Rabanera, Matt Morris, Sandra Jorgensen and Athena V. Killeen , for the purchase of 4,085,000 shares of Bottomline Mortgage, Inc. a California corporation. In exchange for the transfer of these shares in Bottomline Mortgage, Inc. and a 76% interest in its business and its operations, Bottomline agreed to issue to the seven named transferring shareholders set forth above 10,000,000 shares of its common stock on a pro-rata basis.
DIVERSIFIED FINANCIAL RESOURCES, INC.
DIVERSIFIED FINANCIAL RESOURCES, INC. Balance Sheet September 30, 2002
On November 1, 2002, the Company issued 9,000,000 shares to 4 individuals for services rendered. Those individuals are Sandra Jorgensen, Athena Killen , Dennis Thompson, and Norman Mullis.
Athena Killen, Dennis Thompson, and Norman Mullis
The following represents the assets of Investment Sanctuary transferred to Richard D. Surber in full satisfaction of any and all debt owed to Richard D. Surber by Investment Sanctuary:
1. The balance of cash in Investment Sanctuary's savings account with the Key Bank of Utah, account number 440589058245 ($7,407.96);
2. 1993 Volkswagon Corrado SLC; vehicle number WVWED4508PK004290. Richard D. Surber shall assume the current note on the vehicle held by Key Bank of Utah, loan number 009-000000000002450412, and release Investment Sanctuary from such obligation;
3. 1984 190E Mercedes; vehicle number WDBDA24A5EA078433;
4. $15,000 cash from proceeds of the sale of the McIntyre Building;
5. Any and all right, title and interest in stock held in the Gruntel & Co., Inc. brokerage account, account number 404-15384;
6. Any and all right, title and interest in stock held in the Canaccord Capital Corporation brokerage account, account number 241201-B;
7. Any and all right, title and interest in any stock registered or issued in the name of Richard D. Surber, which was issued or assigned prior to October 31, 1996 as consideration for any services provided by Investment Sanctuary.
On January 12, 1997, the board of directors of CyberAmerica Corporation (the "Company") ratified the execution of three separate Offshore Securities Subscription Agreements (the "Agreements") with three offshore entities, namely: Leeward Consulting Group, LLC, a corporation of the Nevis West Indies ("Leeward") with principal offices at Main Street, P. O. Box 556, Charleston, Nevis West Indies; Karston Electronics, LTD., a corporation of the British Virgin Islands, ("Karston") with principal offices at the Omar Hodge Building, Wickham's Cay, Tortola, British Virgin Island; and East West Trading Corporation, a corporation of the Nevis West Indies, ("East West") with principal offices in the National Bank Building, Memorial Square, Nevis West Indies.
Pursuant to the Agreements, the Company received an aggregate payment of $25,000 in exchange for issuing an aggregate of 111,113 shares of the Company's Common Stock all of which shares were exempt from registration pursuant to an exemption under Regulation S promulgated under the Securities Act of 1933, (the "Act").
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: January 15, 1998 CyberAmerica Corporation
By:/s/ Richard Surber ------------------------- Richard Surber, President
Karston Electronics, Inc. 458,333
East-West Trading Corp. 458,333
Leeward Consulting Group 458,333
Richard D. Surber 270,000
By: Hudconsult27 $$$$
28 Jul 2000, 12:38 PM EDT
Msg. 13736 of 40746
(This msg. is a reply to 13701 by dotrat.)
Post By Richard Surber
This post is in response to certain persons including "dotrat." Anybody that continues to print libelous statements or slander my name can expect to be sued. I will investigate who you are and you can bet that I will pursue you. I have the means and the ability. Persist and I will prove it to you.
"dotrat" and others have no basis for claiming that I am a manipulator, crook, an OJ Simpson etc. The claims as to improprieties are false. I never made any claims as to price or when a RM would occur, verbal or otherwise. No predictions have been made. No false press releases are involved. No hyping by myself or KLYS has occurred in this stock. READ THE DISCLOSURES--IF YOU CANNOT READ, THEN GET SOMEONE TO READ THEM FOR YOU.
Those of you who are belly aching have no business playing in penny stocks your stomaches are too weak for it. Furthermore, I fail to understand the logic in those who are complaining about "loosing money." The only reason to invest in KLYS is in hopes of a good RM occurring. If you have sold before this occurs, then your basis for investing in KLYS was flawed from the beginning and it is your own stupidity that has lost your money not me. If you have not sold, then you have not lost anything.
KLYS is what it is and has not been colored as anything that it is not. As I have told anyone that has personally called me, KLYS is an extremely high risk investment, if you cannot afford to loose your entire investment don't invest in KLYS or similar types of deals. Your broker told you the same, read your account disclosures on investing in "penny stocks."
ON THE REVERSE MERGER
I am and will continue to work diligently on finding a suitable RM candidate. The impact that it will have on the price of the stock cannot be determined. When the RM will occur cannot determined. These facts are the nature of the beast.
My efforts have been directed at finding an exceptional candidate. Those efforts have been impaired as a result of the liabilities that currently exist. I believe that they can be settled over the next 6 months. However, there are no guarantees. I
I will not post again on RagingBull it is a terrible venue for delivering accurate information. However, given the degenerative and false nature of many posts, I thought it appropriate to respond.
OHANA ENTERPRISES, INC.
Catherine Thompson 37 CFO, Secretary and a Director
On January 16, 2003, the Company notified Hudson of the Company's intent to offset payments due to Hudson under the Stock Purchase Agreement. The offset, permitted under Section 6.5 of the Stock Purchase Agreement, was effected by the Company due to certain alleged misrepresentations and omissions made by Hudson in the Stock Purchase Agreement.
On March 17, 2003, Hudson filed a Verified Complaint in the Third Judicial District Court in and for Salt Lake County, Utah (Case No. 030905949) against the Company and the Purchasers, alleging claims of breach of contract and breach of implied covenant of good faith and fair dealing in the failure to pay sums due under the Stock Purchase Agreement, and seeking damages of not less than $200,000.
On June 5, 2003, the Company and the Purchasers filed an Answer, Counterclaim and Third Party Complaint against Hudson, Axia Group, Inc. and Richard Surber, denying Hudson's allegations, setting forth several affirmative defenses and setting forth claims for fraud, negligent misrepresentation and violations of Utah and federal securities laws. At the present time, the parties are discussing settlement of this litigation; however, no such settlement has been reached.
..........has indicated that
Currently, Nexia is negotiating another acquisition with the owners of Arizona- based better denim label Beta Project.
Surber, who met Gold through mutual acquaintances almost a decade ago.
Corey Adams. Beta Project . Arizona.
Corey M. Adams. Nile Theatre. Arizona.
CORREY ADAMS . Cap Concerts. Arizona
Arizona Corporations Search
State v. Adams
On June 26, 1997, undercover officers with the Mesa Police Department attended a performance by the band Eroticide at the Nile Theater in downtown Mesa owned by Corey Adams.
Based on items found 2 more search warrants were obtained, and a grand jury indicted Adams for 5 counts of receiving stolen property. The trial court granted a motion to suppress all evidence obtained from a search of the residential portion of the property.
The court of appeal upheld suppression of the evidence. Even though the apartment was not permitted by the zoning code, the court held Adams had an expectation of privacy in his apartment, which was not unreasonable. Since the warrant failed to describe the apartment, it did not cover the search and seizure of evidence from it. The warrant only covered the business portion of the property and not the residential portion.
Corey M Adams. 12.99 ?
Tue May 2, 2000 3:32 pm
Subject: [az-raves] Channel 12 you should do an interview
>Hi my name is Jen and I work for several of the media companies in
>valley. I am also working on the Dateline story that will be aired
>Gino was given ample opportunity to sit and view the footage that was
>taken from his illegal desert rave, he chose not to and its obvious
>that he has something to hide.
>While at this event I myself observed open drug use and sales taking
>place just a few feet from where I was standing. I also have on tape
>the open sale of "nitrous balloons" from the back of a large ryder
>truck, it appeared to be a sound truck.
>At another party at the Nile theater I was with two undercover police
>officers who bought ecstasy and arrested several individuals.
>It seems that when we ask we are told its all about the music not the
>drugs and when we go and investigate anyone of these raves there is
>always people passing out, throwing up and buying or selling drugs,
>so please give an interview and explain this all to the general public
>if you have nothing to hide.