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LSR
PROFILES Golf Entertainment, Inc. (OTCBB: GECC)
This
Edition Of Profile Is An Ongoing Series
Which Uncovers Indications of Fraud At GECC.
For Photos
of GECC headquarters and principle players detailed in this story, click
here:
Golf Entertainment
Update
Dateline-Wonderland Friday, January 03, 2003 By: Dr. Robert Church,
LSR Investigative Journalist
Sienna Broadcasting, formerly Golf
Entertainment, had just about faded away to nothing but a grin. The
company, featured in a LSR profiles series failed to meet its payment
deadline for its flagship Hispanic language broadcast station, was evicted
from its headquarters for non-payment of rent, and was barred by the
Arkansas Securities Department from selling its stock. The company's most
recent SEC filing revealed a cash strapped company whose assets consisted
primarily of broadcast equipment acquired at "auction" and valued using a
smelly stock valuation methodology reported in our earlier
series.
But the Cat is back. On December 27,
2002 Sienna and the Genesis Trust filed suit against the Arkansas
Department of Securities in the Pulaski County, Arkansas Circuit Court.
The suit alleges that the ASD used its statuatory enforcement authority
against Sienna as part of a concerted and deliberate effort to manipulate
the price of Sienna stock.
Genesis Trust-an allegedly
charitable organization that has not filed for IRS exemption-has now
morphed into an organization that claims to be concerned with assisting
Hispanic immigrants adjust to Arkansas. Genesis claims injury because the
ASD cease and desist order prevents Sienna from meeting the settlement
terms of what appears to us to be a sham suit brought by Genesis against
Sienna and settled without a timely SEC filing for fifteen million free
trading shares of Sienna stock.
The ASD is the latest in a long line
of individuals and organizations that Sienna's Jim Bolt and John Dodge
claim have engaged in a vast conspiracy to manipulate the price of
Sienna's stock-currently trading at three tenths of a penny.
Co-conspirators alleged by Sienna include Sienna's former landlord,
Benton County, Arkansas' Prosecuting Attorney Bob Balfe, the Arkansas
Business Journal, LSR, Lycos, a South Florida ISP, a hired stock
promoter, and approximately a hundred "John Does" named in an abortive
Lycos subpoena. We suspect that the Trilateral Commission, FreeMasons, and
the United Nations will be added shortly.
Sienna's implosion has nothing to do
with securities law violations, false SEC filings, massive secret dilution
of its stock and failure to pay its bills. Nope. It's
"Them".
And up is down.
Jabberwock 1, GECC 0
--GECC Saying
Goodbye To KVAQ-LP? Wednesday Evening, September
18, 2002
By: Dr. Robert
Church, LSR Investigative Journalist
In what looks like the final chapter
of Arkansas based Golf Entertainment's brief story, Christians
Incorporated for Christ spokesperson Keith O'Neil confirmed today that
CIFC was taking possession of station KVAQ-LP, Golf's flagship
Spanish language broadcasting station in Springdale, Arkansas. The
repossession was brought about by GECC's failure to make a $300,000.00
payment due on August 31, 2002. This note payable was listed in
several GECC SEC filings as having "no payments due until 2003," a claim
disputed by Mr. O'Neil and reported in previous LSR coverage of
the GECC story.
O'Neil reported that the station
would change it's format to Spanish language Gospel programming.
GECC will have no ongoing role in the station's activities.
LSR was told by local
sources that KVAQ changed its broadcast format last week from HTVN Spanish
content to broadcasting Canadian Football League sports and classic comedy
movies. HTVN would not comment on whether GECC was current in their
payment for HTVN programming.
Other LSR sources indicated
that Michael Daniels, current CEO of GECC and its spun off subsidiary LEC
Leasing has resigned his CEO positions and his GECC Board
Membership. Those sources also told LSR that GECC has outstanding
financial obligations to Daniels. Neither corporation has a current
charter.
GECC currently has no
operating business and faces a full investigation into possible stock
fraud by the Arkansas Department of Securities. US Senator
Hutchinson (R-ARK) has personally requested that the SEC investigate
possible fraudlent activity by GECC and Genesis Trust
officials.
This story relied in part on
materials published by www.arkansasbusiness.com.
Reeling and
Writhing
-ASD Issues Cease
and Desist Order Against GECC Wednesday Evening,
September 11, 2002
By: Dr. Robert Church, LSR
Investigative Journalist
In describing his education to
Alice, the Mock Turtle claims extensive training in reeling and
writhing. Recent events in the ongoing saga of Golf Entertainment
(OTCBB-GECC) indicate that GECC management and board members may have
attended the same school.
On September 11, 2002 the Arkansas
Securities Department released notice of a cease and desist order against
all GECC and Genesis Trust Officers and Directors prohibiting their sale
of GECC shares in Arkansas. The order's Conclusion of Law stated
that the shares received by Genesis Trust in the questionable "stock
fraud" lawsuit described earlier in the LSR profile of GECC were not
lawfully registered in Arkansas. The order did not address the
status of shares described as being personally transferred to Genesis
trustees Robinson and Rusk and "transferred to affiliates of Golf and
Genesis," nor did it address why shares of GECC had
been transferred to GECC affiliates. The order describes The Genesis Trust
as an organization that "purports to be a non-profit
association".
Although the immediate effect of the
order is to prohibit GECC share sales only in Arkansas, the ruling is not
good news for the hapless penny stock. On August 29, 2002 the
Director of ASD ordered a full investigation into GECC, stating that
"certain evidence, if true" would constitute criminal violations under
Arkansas law. We imagine that the cease and desist order is
the first of many actions in Arkansas, and that the SEC as requested by
U.S. Senator Tim Hutchinson will look closely at all GECC actions during
the past nine months. As documented in previous LSR reports, many
of those actions seem to violate a variety of SEC
regulations.
GECC still faces eviction from its
offices for failure to pay rent. Although Jim Bolt of GECC claimed
in earlier statements to the press that the overdue rent had been
"tendered", County officials confirmed that the eviction suit is an open
case. In typical Wonderland fashion, John Dodge, GECC Vice President
and General Counsel, has filed a motion to transfer the eviction
proceeding to Federal court, claiming that GECC's status as a public
company gives the Federal court jurisdiction over a simple landlord/tenant
case. We are certain that subsequent filings will claim the landlord
to be part of the vast conspiracy GECC claims was organized to destroy the
company.
It is also continues to be unclear
whether GECC exists as a legal entity. Earlier calls to Delaware
confirmed that GECC's corporate charter had expired as of March 1, 2002
and there are reports that another party has reserved the right to the
corporate name "Golf Entertainment" in Delaware. GECC's very tardy
filing as a foreign corporation doing business in Arkansas is still listed
as "pending". According to Arkansas Secretary of State officials
that status means that GECC has not presented evidence of their Delaware
Incorporation to Arkansas. The Arkansas registration was dated
August 21, 2002. LEC Leasing, of which "gratuity shares" were to be
distributed to GECC shareholders on September 1, 2002, still has a revoked
Nevada charter.
Questions of existence aside,
LSR sources indicate that GECC may soon not have a
business. The August 31, 2002 payment of approximately $300,000 due
Christians Incorporated for Christ for the purchase of station KVAQ-LP,
the "flagship" station of GECC's proposed nationwide network of Spanish
language broadcast facilities has not been received as of September 10,
2002. Given the company's pending eviction over the non-payment of
two months rent, it is difficult to imagine their obtaining $300,000 to
pay the CIFC debt. That debt was listed in GECC financial statements filed
with the SEC as having "no payments due until 2003". Hispanic Television
Network officials have refused to return numerous calls asking if GECC is
current on payments to HTVN for rebroadcast rights.
Other than that, it's a lovely day
for a beachside chat with the Mock Turtle in Wonderland. The Company
formerly known as Golf Entertainment continues to amaze and amuse and they
reel and writhe. GECC shareholders reviewing their portfolios will also no
doubt understand the branch of arithmetic described by the Turtle as
"uglification."
Through the Looking
Glass
--Arkansas Securities
Commissioner Orders Probe of Golf/Genesis Friday, August
30, 2002
By: Dr. Robert
Church, LSR Investigative Journalist
LSR has obtained a copy of
a public document issued by Michael Johnson, Arkansas Securities
Commissioner on August 29, 2002. In the document, Commissioner
Johnson orders an investigation into "certain evidence which, if true,
indicates that Golf Entertainment, Inc., D/B/A Sienna Broadcasting, Inc."
Golf Officers and Directors, and The Genesis Trust and trustees Rusk and
Robinson "have violated various sections of the Arkansas Securities
Act." Possible violations cited by the Commissioner include
the sale of unregistered securities, fraud by artifice, making untrue
statements of a material fact in conjunction with the sale of a security
in Arkansas.
Commissioner Johnson named two
officers of his Department to conduct the investigation, and by order
empowered them with full investigative authority, including obtaining
sworn testimony from relevant witnesses, subpoena, and the production of
books, records and other documentary evidence. The proceedings of the
investigation will not be public information until its
conclusion.
Who knows what a team with full
investigative and enforcement authority will find in Wonderland?
LSR suspects that they will turn up a structure as flimsy as the
Red Queen's playing card soldiers.
Alice In Wonderland, Part
Three Thursday Evening, August 23,
2002
By: Dr. Robert
Church, LSR Investigative Journalist
LSR has confirmed
that Golf Entertainment, of Delaware, or
Georgia, or Arkansas depending on the day, has been ordered to
vacate its Springdale, Arkansas headquarters for non-payment of rent. This
turn of events brings into question the ability of the OTC-BB
traded company to survive, since the leased headquarters served as the
broadcast hub for the company's rebroadcast of the bankrupt, Texas
based, HTVN's Spanish language content programming. Golf officials referred
all calls to John Dodge, the company's Corporate Counsel, who was
unavailable for comment.
At least the Mad Hatter had
a house for his tea party. Golf appears to be getting ready to join
the ranks of the homeless.
Alice In Wonderland, Part
Two Tuesday Evening, August 20,
2002
By: Dr. Robert Church, LSR Investigative
Journalist
Today, LSR has confirmed
that Golf Entertainment, Inc., formerly a Delaware Corporation "went to
void status on 03-01-2002 for failure to pay corporate fanchise
tax." Golf Entertainment, a company that issued fifteen million new
free trading shares in May, 2002 does not seem to have a legal existence
as required by NASD and the SEC. Research has also confirmed that
Golf has no corporate existence in the State or Arkansas and that its
Georgia foreign corporation status is impaired.
So we seem
to have non-existent corporation issuing and selling shares, filing and
resolving lawsuits in a matter of days, and an Auditor who fails to
take the basic step of verifying the legal existence of the
corporation?
Only in
Wonderland. Only in Wonderland.
ALICE
IN WONDERLAND (Alicia in el Pais de las
Maravillas)
--Magic Mushrooms and
Hispanic Fishermen Monday, August 19,
2002
By: Dr. Robert Church,
LSR Investigative Journalist
Long and Short Reports had
never heard of Golf Entertainment of Springdale, Arkansas
(OTCBB-GECC) before June 13, 2002. On that date an
alert reader, mindful of our love of OTC madness, alerted us to a PR
Newswire announcement by the company of a proposed "criminal and civil
action" against message board participants who were posting "false
information" about the company. Company CEO Tim Brooker claimed to be
requesting the assistance of Federal criminal authorities and the SEC in
countering the effects of what he claimed was an organized conspiracy to
short the stock of GECC and drive the price down. The company subsequently
filed a "Civil RICO" complaint in the Western Arkansas Federal Court
alleging an organized conspiracy to manipulate their stock price and
seeking the identity of seven "John Does" posting on the Lycos
site, Raging Bull. A review of the posts cited as pointing
to a conspiracy reveals that they consisted of documented facts obtained
from the public domain, albeit expressed in the colorful style typical of
message board culture. RB was subsequently served with a subpoena
seeking the identities of approximately 90 RB aliases.
Lycos declined to respond to the subpoena.
Once alerted, we moved quickly to
conduct a preliminary investigation to see if the GECC story warranted
follow-up. Speed is imperative when researching the wonderland world
of BB companies threatening basher suits. Such companies usually quickly
proceed to declare bankruptcy or announce an indictment of management.
Attempting to silence critics by threats of legal action rather than
refuting them with facts is almost always a sure sign of a company with
something-or perhaps a lot-to hide.
LSR contacted Golf
officials regarding one of the more contentious message board claims; that
company officials and affiliates had a background of major felony
conviction and imprisonment. Company spokespersons denied that
this was true. When LSR subsequently obtained official confirmation
that the criminal background claims were indeed accurate, Golf officials
were re-contacted. The officials declined further comment. We
decided it was time to jump headfirst down the rabbit
hole.
And one of our first discoveries was
that the staff of the NW Arkansas Business Journal was following
the same story. They agreed to collaborate with LSR's staff. This
story, released simultaneously with the NWABJ story published today at http://www.arkansasbusiness.com
, owes much to their generous assistance, open sharing of information,
and intimate knowledge of local players and personalities. LSR also
extends its thanks to many anonymous Internet volunteers who provided
significant assistance in the research leading to this
story.
Our joint investigation has led to
the following major findings regarding Golf Entertainment dba Sienna
Broadcasting.
* The Company engaged
in a series of what seems to be sham asset transactions that served no
purpose other than to inflate the value of balance sheet
assets. * Although the company denies a "material relationship"
with Genesis Trust, a non-profit trust involved in the asset transactions
and the current majority shareholder of Golf stock, there are in fact so
many personal and business overlaps between the two as to make them
indistinguishable. * The company announced a "fully subscribed" $5
million stock placement with a non-existent
organization. * Officers and Directors of both the company and of
the Genesis trust have a history of multiple felony convictions involving,
among other things, mail fraud and wire fraud. * What appears to
be a very friendly "fraud" lawsuit brought by the Genesis Trust against
the company resulted in the transfer of fifteen million free trading
shares-two thirds of the company's outstanding shares after the transfer-
to the Genesis Trust. The suit and its settlement by the company were not
announced until months after the fact. * The company issued
multiple press releases that we have found to be significantly at variance
with fact. * Immediately upon settlement of the suit, Genesis
hired multiple promoters and appears to have begun disposing of shares on
the open market. * The Company employed an accountant who at the
time of his engagement was charged by the SEC with two counts of
accounting irregularity, including overvaluing assets obtained through
stock purchase agreements. The accountant has subsequently been
prohibited from participating in SEC filings.
LSR and NWABJ
staffs are apparently not the only parties concerned about
the circumstances surrounding Golf Entertainment.
LSR has obtained a copy of an August 13, 2002 letter
written by US Senator Tim Hutchinson of Arkansas to SEC Chairman Harvey
Pitt. In the letter, Senator Hutchinson specifically requests
that Chairman Pitt carefully review questions regarding Golf Entertainment
submitted to the SEC by Benton County Prosecutor Robert Balfe. Senator
Hutchinson's staff have verified that the letter is genuine. We are not
privy to the questions raised by Prosecutor Balfe, but we would be quite
surprised if his concerns and ours do not overlap.
As of the publication of this
LSR feature article, GECC has made another futile attempt
to silence its critics by filing an amended "RICO" complaint naming this
reporter, other staff and principals of LSR, NWABJ
editor Jeff Wood, Benton County Prosecutor Robert Balfe, an unnamed, but
"corruptly influenced" SEC official, and a variety of other "John Does" as
conspirators in a scheme to sell GECC shares short and then profit by
driving down the stock price of this deeply and deservedly obscure
company. The bizarre allegations of the complaint do not merit a
response beyond a statement that discovering the truth and publishing it
are the core responsibilities of the North American free
press.
Because of the volume of information
discovered in this investigation and the complexity of the GECC story, LSR
will publish this report in much more detail than usual. We feel that the
information is important not only because it reveals the convoluted inner
workings of an attempted pump and dump scheme, but also because it shows
that public information publicly expressed can play a major role
in policing the capital markets. Or, as one waggish message board
poster put it: "It illustrates why it is unwise to use four oafs and one
dead fish in an attempt to bleed the multitudes." Mirabilis
dictu!
Following the
March Hare
On April 6, 2001 the Morning
News of Northwest Arkansas reported that Multicom Media Group of
Springdale, Arkansas had reached an agreement with Missouri officials of
Christians Incorporated for Christ to purchase television station
K20CT, a low power station in Springdale, Arkansas. Multicom
spokesperson Tim Brooker, a former ultra-conservative radio talk show host
in Northwest Arkansas, stated to the Morning News that the station's
Christian broadcast format would be changed to an all-Spanish language
format to reach the rapidly growing Hispanic population in the area.
CIFC Vice President Keith O'Neil confirmed that his organization
had agreed upon sales terms with Multicom. CIFC transferred
operational control of the station to Multicom on a lease basis pending
the close of the sale and Federal Communications Commission approval of
the license transfer. A subsequent Morning News article identified a James
Bolt as a Multicom spokesperson and as managing director of the station.
Bolt previously headed Utica Publishing, producing an on line
newspaper covering NW Arkansas news and politics.
The announced plan might have
produced a successful small business. Census data show that about
24,000 persons in the stations viewer area identified themselves as
Hispanic and that the area Hispanic population had grown significantly
since the last census. The station planned to produce some local content,
but was to serve primarily as a rebroadcaster of the now bankrupt but
still operating Hispanic Television Network programming.
There were some significant
challenges facing the station. Cox Communications, the dominant
local CATV provider, did not and still does not carry the station in its
core or premium channel selection. Cox could, if it determined that
the Hispanic market demand justified the expense, add the dominant
Telemundo Hispanic content channel to its offerings in NW
Arkansas. Ozark Wireless, a small regional provider with a
subscriber base of 350 persons, does carry the station's programming, but
the bulk of the target market would have to receive the signal through an
external antenna, limiting the station's market share and its advertising
rates.
Multicom, Brooker, and Bolt
re-emerged as Golf Entertainment, dba Sienna Broadcasting in a January 8,
2002 8-k filing by Golf, an inactive but fully reporting OTC-BB shell
formerly in the business of managing golf courses. No longer content
to operate a local station, Brooker-now CEO of Golf-announced plans to
acquire multiple existing stations or new broadcast licenses and to become
a major producer and broadcaster of Spanish language programming in
secondary markets. Over the next several months the company announced
additional plans, including hiring a Spanish speaking newscaster for local
news reporting and producing specialty series such as "Hispanic
Fisherman" (how would the fish know?) and children's
programming.
Despite this announcement and
subsequent press releases and filings describing Golf as the station
owner, FCC freedom of information inquiries reveal that ownership
of the station has not changed hands as of this date. The FCC has
received neither a notice of a broadcast format change nor an application
for license transfer.
Going Twice, Going Once-A
Private Public Auction in Wonderland
The January 8-k outlines a series of
events of Byzantine complexity leading to the transformation from Multicom
to Golf. According to the SEC filing, on December 31, 2001 and subsequent
documents Golf acquired-through submission of a "sealed bid"- assets
consisting of unspecified broadcast equipment and the right to purchase
the license for low power television station KVAQ from The Genesis Trust.
The assets and station license purchase were obtained in exchange for 3.75
million restricted shares of Golf stock. Genesis, described as a
non-profit tax-exempt community trust, supposedly had acquired the assets
through a "public auction" held on December 25 or 26, 2001. The filing
makes no mention of Multicom. A search of local news publications finds no
notice of a "public auction" of broadcast assets.
Golf Shares were illiquid at the
time of the sale with a last recorded sales price of $.04 per share. This
share price would value the assets acquired at $150,000.00.
Taking a clue from Alice, perhaps, and nibbling on the side of the
mushroom that makes you grow, the sales agreement valued the
shares at $.27 per share, contingent on the shares of Golf attaining that
market price within 30 days of the transaction. This stipulation
valued the assets at $1,012,500.00.
Perhaps CEO Brooker, a
fundamentalist Christian (think Cotton Mather on steroids) and part time
professor of business at Oral Roberts University of Tulsa, Oklahoma has
special influence with higher powers. Although Golf's share price
did not budge during most of January including a number of days of zero
volume, the price miraculously rocketed to $.30 per share in a
three-day period in late January on total volume of approximately 300,000
shares. Although the share price just as promptly collapsed, Golf's
new auditor booked the assets acquired at $1,012,500 per the
agreement.
Christians Incorporated for
Christ Vice President Keith O'Neil has a different recollection of
events. In interviews with LSR and NWABJ staff O'Neil
stated that CIFC had never transferred assets or the right to purchase the
station license to the Genesis Trust through auction or by any other
means. O'Neil reported that he was approached by Brooker and Bolt in
December and told that they wished to re-negotiate the sales agreement and
make Golf the purchaser. O'Neil agreed, and a revised sales document
was executed in April, 2002 with final payment due in August,
2002. Although O'Neil would not identify the total purchase
price-described as substantial- he did state that it was significantly
less than one million dollars. O'Neil also denied the existence of a
$290,000 Golf note payable to CIFC that was stated in Golf SEC
filings as having "no payments due until 2003". O'Neil insisted
that the sales agreement required full and final payment in August,
2002.
Who sold what to whom and why? The
Genesis Trust could only have acquired the "assets" and station purchase
right from Multicom. Did Multicom principals Brooker and Bolt conduct a
sham "public auction" to Genesis Trust and then repurchase the assets and
license rights as Golf principals? Was this a series of "flips" of
property conducted solely to achieve an inflated asset value? We think
so.
Genesis Trust "Senior Trustee"
Charles Rusk of Rogers Arkansas corroborates this view. Rusk
stated in a tape recorded interview that these were "paper transactions"
with no assets actually transferred. Rusk, ironically, was
formerly in the auction business.
Exactly what is the Genesis Trust
and why did they become involved in this transaction? The 8-k states
specifically that there is "no material relationship between the Genesis
Trust and the registrant" (Golf), implying that the purchase by Golf was
an arm's length transaction. As it turns out it was about as arm's length
as a joint checking account with a spouse.
Zero Degrees of Separation
Between Mi Casa y Su Casa
A search of State incorporation
databases and the complete IRS online database of exempt organizations
have as yet found no evidence of a corporate existence of the
Genesis Trust or of its claimed tax-exempt status.
LSR has not yet received a response to a request to the IRS
for an copy of an exemption application under the name The Genesis
Trust. Perhaps Genesis nibbled the side of the mushroom that makes
you very, very small.
The address provided for the Genesis
Trust is 2104 S. Walton Blvd, Suite 5, Bentonville, Arkansas, an address
shared by Genesis Senior Trustee Charles Rusk's mortgage business. In his
recorded interview Rusk reported that attorney John Dodge of Springdale,
Arkansas "drew up the papers creating the trust". Mr. Dodge is
corporate counsel and Vice President of Golf Entertainment. Dodge also
represented the trust in previous litigation against AARO Broadband.
Golf's Bolt was party to AARO litigation arising out of his sale of
Utica Publishing to AARO.
Genesis Trustee Mel Robinson was
personally represented by Dodge as recently as October 2001 in litigation
against AARO. A Robinson deposition obtained from public case
records also reveals that Robinson's acquaintance with Golf's Bolt was
more than casual. Bolt and Robinson were in fact business partners
in Bolt's Utica Publishing business. They may have first become acquainted
at the El Reno Federal Correctional Facility during overlapping terms of
imprisonment for mail and wire fraud charges.
"No Material Relationship?"
The information obtained by LSR and NWABJ points
to there being no material difference between Golf and
Genesis! The Golf SEC filings regarding GECC's relationship
to the Trust seem to be, plainly speaking, a lie. Given the additional
information obtained by LSR and NWABJ about the principals of Golf
Entertainment, that is not surprising.
The Mad
Hatter's Tea Party Guests
Officers and Directors of public
companies are public figures. As such, questions of their personal
character and past behavior are legitimate concerns of potential investors
in the company stock. Our investigation has uncovered information about
the Golf and Genesis principals that should make potential GECC investors
think more than twice before transmitting a GECC buy order to their
broker.
Tim Brooker, CEO and
Chairman of Golf Entertainment is somewhat unusual among the
group of persons associated with Golf or the Genesis trust in that he does
not seem to have a criminal record. Brooker does, however, have an
interesting and colorful personal history.
According to internet postings and
local sources Brooker was formerly active in the Washington County
Militia, a self-styled right wing paramilitary group inclined to see UN
troops and other sinister threats behind each of the numerous trees of NW
Arkansas. Brooker expressed his extreme political and religious views
publicly through a now discontinued ratio talk show.
Brooker participated in several
lawsuits against Sheriff Andy Lee of Benton County, one alleging
improper disposal of county property, another alleging that the Sheriff
improperly received a disability pension from his former employer.
Both suits were ultimately dismissed. Brooker is also reported to
have been involved in a virulently racist public campaign protesting Lee's
decision to house predominantly African American state prisoners in
Washington County jail facilities.
According to Federal court and
Bureau of Prison records James Bolt, COO of Golf Entertainment
has a criminal history of conviction for mail and wire fraud and
making material false statements to a Federally insured bank. The
activities leading to these charges were described in 1985 by the 10th
Circuit Court of appeals as involving "an enterprise which included a
group of imaginary employees, engaged in developing imaginary products and
services, located in various imaginary locations." The court further
stated "central to Bolts business operations was the use of fictitious
checks drawn by Bolt on a non-existent bank account at the National Bank
of Liberia." Bolt was sentenced to forty months imprisonment at the El
Reno FCF. During his imprisonment his unending Habeus Corpus
petitions filed pro se earned him a nomination as the poster child of
those wishing to limit Federal inmate Habeus Corpus
rights.
Bolt was released from Federal
prison on parole, but was returned to El Reno to serve the remainder of
his original sentence following his conviction of Arkansas theft of
property charges resulting from his stealing computer equipment from his
employer.
While publishing his on-line
newspaper Bolt's company also hosted a web site entitled www.theauthorities.com. The site
held itself out as a for-hire "dirty tricks" service and included a how to
manual for right wing groups to use in harassing their real and perceived
enemies through the legal system. Prominent on the site was a page
featuring a "Judge Budd Bewee." Bewee was listed as the "wire
editor" of Bolt's on-line newspaper and as registered agent for Bolt's
Chronicle Media Group. Bewee, who seems to be a fictitious person, is also
listed as the registered agent for a defunct Arkansas corporation located
at trustee Rusk's address.
Genesis Trustee Melvin
Robinson was imprisoned after being convicted of Federal
conspiracy, mail, and wire fraud charges resulting from a multi-state
scheme to sell phony insurance to trucking companies. His prison term at
El Reno overlapped Bolt's term and they subsequently became business
partners. Robinson was also arrested in Washington County Arkansas on bad
check charges from neighboring Ft. Smith.
Charles Rusk, Senior Genesis
Trustee has a number of felony bad check convictions-although for
small amounts-and has filed for personal bankruptcy.
On April 8, 2002 Golf filed an 8-k
announcing that they had decided on April 5, 2002 to replace their
previous auditor and retain James Slayton, C.P.A. of Las
Vegas Nevada to conduct their 2001 audit. With speed rivaling that of the
Road Runner, Mr. Slayton was able to complete and file his audit-including
review of the December asset transfers-by April 15, 2002.
Mr. Slayton had reason to work
quickly. In January the SEC charged him with materially misstating
the financial reports of a company for whom he served as auditor. In March
2002 the SEC charged him with additional auditing violations concerning
another company. Ominously, the March charges included inappropriately
valuing Costa Rican assets acquired by a start up company through a stock
purchase. In June Mr. Slayton was fined and banned from
future SEC work. Golf chose to remain silent about this
event even after it was disclosed on public message boards.
John Dodge, Golf Corporate
Counsel and Vice President, has no recorded criminal
history. However, the concept of conflict of interest seems foreign
to him. Dodge has recently represented the Genesis Trust and trustees
individually in suits against AARO Broadband. He subsequently defended
Golf Entertainment from a securities fraud suit filed by Genesis against
Golf. Although the nominal attorney for Genesis in this
action was a Richard Hardwicke of
Bentonville Arkansas, Genesis Trustee Rusk stated in a recorded interview
that Dodge drew up both the suit and the subsequent settlement
papers. Mr. Hardwicke declined to comment when asked if he
had merely lent his name to the action and settlement.
Michael Daniels of
Las Vegas Nevada is a Golf Board member. He
previously served as CEO of Golf when it operated as LEC
Leasing.
In June 2000, the US Department of
Justice released an indictment in conjunction with "Operation Uptick", a
multi-year stock fraud investigation involving all five of New York City's
organized crime families. LEC leasing was specifically named in the
indictment as an organization that had entered into "corrupt agreements"
with the indicted organized crime figures during Daniels' tenure as CEO.
When contacted by LSR, Daniels denied any knowledge of or
involvement with the DOJ indictment, claiming that the FBI had never
contacted him and that he heard of the indictments and subsequent
convictions of the crime family figures only after the fact.
Stock promoter Scott Wilding of
Pembroke Pines, Florida, hired by Genesis in May, 2002 reports that
Director Daniels was given 50,000 shares of Golf Entertainment stock as a
"finders fee" and that he had discussed paying Daniels a finders fee for
bringing him the promotional campaign. Wilding reported that those
negotiations broke down. Daniels denied receiving any GECC
shares.LSR has in its possession an e-mail from Daniels
providing Wilding with his account wire transfer instructions.Daniels,
currently serving as President of Golf's partially owned "leasing
division" and the head of its Audit Committee states that he has never met
any of the Golf principals or his fellow board members. LEC Leasing's
Nevada charter has been revoked.
Director Daniels filed for personal
bankruptcy in 2001. Arkansas Real Estate agent Annette
Gore, who also serves on the Golf Board, filed personal
bankruptcy in August 2002.
In addition to illustrating a
pattern of criminality and financial irresponsibility among many key
persons involved with Golf, these facts make in unlikely that the FCC
could ever approve Golf as a broadcast license holder. FCC
regulations prohibit issuing a broadcast license to a company in which
significant shareholders or officers have felony histories. As stated in
Golf filings, the FCC also considers the "character" of corporate Officers
and Board members in making a license grant decision.
A Very Merry
Fraud Suit Day To You
Brooker and Bolt seem to have been
somewhat casual in their approach to due diligence prior to the
transaction leading to their acquisition of Golf Entertainment. Golf's
Annual Report filed April 15, 2002 disclosed as a "material subsequent
event" that failure to comply with Delaware filing requirements had led to
potential Delaware franchise tax liabilities of approximately $300, 000.
The company dismissed this liability in the report, stating that the
amount it believed it owed was approximately $500
Further disclosed under "legal
proceedings" was that the company, through its ownership of improperly
dissolved subsidiary LEC Leasing, was subject to sales tax judgments in
the States of New Jersey, Oklahoma, and Kentucky. These judgments totaled
approximately $225,000 with accruing interest. The company
vigorously asserted that it did not believe it owed these taxes, even
obtaining an opinion from the former auditors that prior period earnings
did not need to be restated to reflect this liability. The company stated
that it would vigorously defend itself against such claims. The $185,000
New Jersey liability was listed as a particular concern, however, since
its execution would require the company to seek injunctive relief from the
attachment of its assets while the liability issue was
resolved.
The Genesis Trust did not seem to
take these disclosures so lightly. On April 30, 2002 the trust
filed a complaint against Golf in the Western District Court of Arkansas
alleging that Golf had violated federal anti-fraud provisions by not
disclosing these liabilities on December 31, 2001 when the trust
accepted a "sealed bid" from Golf for the assets allegedly owned by the
trust. (We will leave to the reader's imagination the New
Year's Eve sealed bid process)
The trust further alleged that
previous reporting deficiencies of Golf resulted in the trust having an
impaired title to 1.375 million unrestricted common shares of Golf. The
trust disclosed that they had obtained these shares by the conversion of
an $85,000 face value convertible debenture that they had agreed to
purchase from former Golf CEO Farrell for $150,000. Farrell-presumably the
prime offending party through his failure to disclose these liabilities-
was not named as party to the complaint, which demanded $1.678 million in
actual damages as well as punitive damages. Attorney of record for the
Genesis suit was Richard Hardwicke of Bentonville, Arkansas.
While Golf CEO Brooker may have
influence with higher powers, Genesis Trustee Robinson seems to have the
power of divination. On May 2, 2002, two days after the suit was
filed, Robinson signed a document waiving a fairness hearing on a
settlement of the suit. A settlement was in fact filed on May 6,
2002 and approved by Judge Larry Hendron. In the settlement Golf awarded
The Genesis Trust fifteen million free trading shares in exchange for
Genesis vacating their claim on the 3.75 million restricted shares owed
them from the December 2001 sale and the trust's other claims for damages.
This award approximately tripled the outstanding shares of GECC
and made Genesis the effective owner of Golf. Neither the filing of the
suit nor its prompt settlement led to a Golf 8-k filing, although most
investors would consider this information material to a decision to
purchase the company stock.
The discovery of this suit and its
settlement terms resolved the issue of a June 2002 inquiry to Golf's
Transfer Agent that revealed that Golf had approximately twenty two
million shares outstanding rather than the previously reported seven to
nine million shares. What remains unresolved is why Golf would so
quickly settle a complaint based on Golf Annual Report liabilities that
the company asserted were non-existent or grossly
overstated. Director Mike Daniels, for example, told LSR
staff that the New Jersey issue "could be settled for $15,000."
NWABJ staff asked Genesis
Trustee Rusk about his understanding of the complaint. His
response was that "John (Dodge) drew up the suit." Genesis
attorney of record, Richard Hardwicke declined to comment on his role in
the suit and its settlement.
Was the suit simply a sham
transaction designed to transfer free trading shares to Genesis and allow
their sale into a promotional campaign? If the Trust is truly an IRS
tax-exempt organization, was this series of events also intended to avoid
taxes on proceeds from the sale of shares? Those questions remain
unanswered but in Wonderland you never know what to expect.
Painting the
Roses Red
In the Disney interpretation of
Alice in Wonderland the Red Queen's subjects knew that a failure
to fashion the environment to her liking could lead to dire consequences.
Perhaps taking a clue from the Lewis Carol tale, Genesis wasted no time in
using its newfound stock currency to spiff up the image of a cash-strapped
company with limited revenues and a questionable business plan.
In early May, 2002 Genesis paid
Scott Wilding of Pembroke Pines Florida and a Wilding affiliate one
million free trading shares each of Golf Entertainment stock to conduct a
public awareness and promotional campaign for Golf. A promoter with
whom Wilding split the two million share fee reported to LSR that he used
part of his share grant to employ a group in Belgium who agreed to
engage in short term purchases of Golf stock in exchange for additional
free shares. Such arrangements, known as "ratio buying" create an
artificial demand for stock and are usually intended to attract the
attention of momentum traders to a suddenly "hot" stock.
Genesis paid otclive.com
260,000 shares of GECC stock to feature Golf in a favorable on-line
"profile" and to conduct an e-mail "awareness campaign." The stock
was also featured on DonPenny.com, who disclosed that they had received
300,000 shares for the one month promotion.
If Golf was bitter about the suit
and settlement, they did not show it. On May 14 CEO Brooker issued
an announcement that the company had been approached by "a group of
shareholders" and offered 750,000 shares of stock and $60,000 in cash in
exchange for Golf's producing a Hispanic audience targeted video entitled
"Welcome to America." Brooker stated that the cash would be
used to retire debt and that the shares would be returned to the treasury.
Brooker further stated that the transaction's revenue value to the company
would be reflected in the second quarter of operations and determined " at
the time of the tender". GECC is delinquent in its second quarterly
filing, so the actual value assigned to the transaction is
unknown.
A "group of shareholders"? We
would give long odds that the group consisted of Genesis trustees Rusk and
Robinson. This appears to be another artificial transaction designed to
allow Golf to show substantial revenue growth (Brooker estimated the value
of the contract at $250,000) based on the receipt of Golf shares during a
time when they were being promoted and were expected to increase
significantly in value. Golf issued subsequent promotional releases
announcing the repayment of a $60,000 convertible debenture held by former
CEO Farrell and the beginning of production of the video.
On June 6, 2002 CEO Brooker made the
dramatic announcement that it had completed a "fully subscribed" five
million dollar stock offering consisting of five million units at $1.00
per unit. Each unit consisted of one GECC share and a warrant to purchase
an additional GECC share for $0.05. This placement, described by Brooker
as "inked", would have required GECC to approve an increase in its last
reported twenty five million authorized shares.
According to Brooker, a $2.5 million
dollar escrow deposit secured the funding. Brooker also stated that an
additional private placement that would close later in June would allow
"GECC to activate its step by step blueprint to span the nation with
Spanish language TV stations." Not bad for a six-month-old company with a
single unpaid-for low power TV station in Springdale,
Arkansas.
LSR attempted to locate the
group behind the private placement announcement, "O. Burce (sic) Mikell
and Associates" of Warrior, Alabama. No business listing was found for the
group, and a search of the Alabama corporate database revealed no
corporation, partnership, LLC, or fictitious name registration for such an
entity. The Warrior telephone directory did contain a listing for an
Oscar B. (Bruce) Mikell, whom LSR contacted.
Mr. Mikell was summoned to the
telephone by his mother. He confirmed that he was the Mikell listed
in the press release. Mickell stated that he was a real estate agent who
had done some "offshore" deals for companies in the past. He could
not explain why he was willing to pay one dollar per share for GECC at a
time when it was trading for approximately ten cents on the open
market. When asked who held the supposed $2.5 million escrow
claimed by Brooker, Mikell stated that he could not
remember. Golf has made no further comment on the completed
or pending private placements.
LSR has subsequently
learned that an "interim funding" loan announced by the
company in February 2002 was a similarly unsupported claim.
The funds were to have come from 1st Metropolitan Mortgage of Bentonville,
Arkansas, which was headed by Genesis Trustee Charles Rusk.
A 1st Metropolitan corporate spokesperson contacted this month
regarding the loan replied, "ask them to show you the non-existent
paperwork for the non-existent loan," and stated that such a loan "was
never discussed or considered." We have since confirmed
that Mr. Rusk is no longer affiliated with 1st Metropolitan, a mortgage
lending company. He is also reported to have subsequently resigned as a
Genesis trustee.
On June 14, Golf issued an
additional release trumpeting its reactivation of the LEC leasing division
and naming Daniels as President. The stated business plan was to
lease digital broadcast equipment to television stations attempting to
comply with FCC digital broadcast signal requirements. Brooker
stated that the division would be capitalized through a planned $10
million "private stock placement." LEC President Daniels, who revealed to
LSR staff that he was to receive a significant ownership stake in
LEC, stated in the release that he hoped to rapidly grow the division to
its former sales level of $30 million in annual leases. No mention was
made as to whether LEC's sales tax liability issues had been resolved.
GECC then announced that shareholders would receive "gratuity" shares of
LEC resulting from a spin off of the corporation. GECC has made no
subsequent comments on the private placements that would supposedly
capitalize LEC. LEC's Nevada charter continues in "revoked"
status.
GECC's promotional campaign bore
fruit. Golf shares soared from $.03 to as high as $.145 and almost
nineteen million shares changed hands in May and June. By contrast, shares
traded up until May totaled approximately two million. Traffic on the
major stock Internet boards increased dramatically, with a number of
posters aggressively promoting the company as the "next big thing."
Some of the posters seemed quite intimately aware of internal company
information.
Alas, the paint was not to stay on
the rose. Starting in June a number of public revelations made the effort
to "tell GECC's story" look more like putting lipstick on a
pig.
Off With Their
Heads!
Relations between promoter Wilding
and the trust soured rather quickly. On May 15, 2002 Genesis sent
Wilding a letter announcing that his contract was terminated because his
sale of shares received in exchange for his promotion activity had caused
a precipitous share drop. The trust further accused him of defrauding the
trust and demanded that he return all unsold shares and pay the trust $.12
for shares sold. Golf's John Dodge also wrote a letter to Wilding on
that date accusing him of damaging the trust. Wilding told LSR
that he felt he had honored his contract and did not comply with the
demands.
Wilding reported that Dodge
and Bolt called him on several occasions in July threatening to name him
in a stock fraud complaint unless he contacted John Dodge of GECC and made
arrangements to immediately pay Genesis Trust $100,000 and purchase one
million shares of Golf on the open market . LSR asked Wilding
how Bolt and Dodge of GECC could negotiate with him on behalf of an entity
with which GECC had previously claimed "no material relationship." He
stated that he did not know. Wilding was subsequently named as a
conspirator in the amended "RICO" suit filed on August 16,
2002.
Golf message board postings took a
decidedly negative turn in early June 2002. Internet posters,
particularly after Golf announced and filed its "Civil RICO Suit",
discovered and publicized numerous facts about COO Bolt's criminal
history. The posters also discovered and revealed that the
company's outstanding shares had increased to twenty two million, and that
the Genesis Trust, supposedly the holder of only 3.75 million restricted
shares, had in fact paid over two million free trading shares for
promotional services. Other revelations included the close ties
between Genesis and GECC, and details of the suit and settlement between
Genesis and Golf. Company supporters-many of whom we suspect were
company officers, directors and employees-declared an Internet version of
total war, threatening "bashers" with lawsuits, imminent arrest, and
likely imprisonment. The company issued a gag order to their
transfer agent, preventing investors from discovering additional dilution
of their equity.
Golf's shares began declining in
value in mid-June and continued a slide through July and August.
Volume declined precipitously with the exception of brief increases
related to company press releases, including an August announcement that
the now spun off LEC was "expanding its vision"-although not apparently to
the point of paying its still delinquent Nevada filing fees. As of this
writing the stock is trading at $.014 per share on almost no volume. The
company has missed its deadline for filing its Q2 financial
results.
Despite the company's
fanciful claims of a "conspiracy" to short their stock and drive the price
down, we believe that objective and documented information of corporate
chicanery, the company's ill advised legal threats and actions, and a
trust with fifteen million newly minted shares to sell are more likely
explanations of the current share price. Golf Entertainment is in
our opinion a company far more concerned with selling shares than with
building a business. The techniques used by Golf to develop a market for
their shares went far beyond hype and puffery. They demonstrate to us a
clear intent to mislead and defraud shareholders.
Perhaps Golf's business plan was in
reality similar to the one described by one of the felonious brothers in
the movie, Raising Arizona. The escaped convict outlines a
planned series of bank robberies from Arizona to Texas and an escape into
Mexico "or until we get caught. Either way, we're set for
life!" he concludes.
Like the Cheshire Cat, most
OTC-BB stocks simply fade away. We predict this one will have a
rather more dramatic ending.
-Long And Short
Reports
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