FINANCIAL PATTERNS
Financial patterns extracted from SEC EDGAR filings for the Cane shell company network via semantic vector search of 6,274 filings across 672 entities 142 pattern instances across 11 categories.
15
PROMISSORY NOTES
9
CONVERTIBLE NOTES
17
REVERSE MERGERS
12
BENEFICIAL OWNERS
22
OFFICER CHANGES
9
CANE CLARK DIRECT
PATTERN DISTRIBUTION
PROMISSORY NOTES 15
Encore Ventures Inc $77,000
Recurring demand note from shareholder appearing in multiple quarterly filings (Sep 2003, Dec 2003). Classic control mechanism - shareholder holds callable debt...
Eclipse Industries (NationsRx Inc) $113,500
Promissory note payable to stockholder. Demand feature gives holder power to force bankruptcy at will.
Whistler Investments Inc $600,000
Large promissory note payable appearing in 14C filing. Later reduced to $377,960 in 10-KSB.
Nitro Petroleum Inc Multiple notes
Multiple promissory notes payable detailed in 10-KSB filing.
Mongolian Explorations Ltd $100,000
Director holds $100,000 of total promissory note obligations. Creates insider control via debt.
CONVERTIBLE NOTES 9
MASSIVE dilution potential - notes convertible into nearly 200M shares. Conversion at holder's option creates dump-at-will mechanism.
TOXIC CONVERTIBLE structure. Longview Funds held $3.3M+ in notes with death-spiral conversion pricing. Additional $69,000 note in 2006 at 50% of lowest 5-day VW...
Promissory note convertible into shares at fixed price.
Multiple convertible note tranches with sub-dollar conversion prices.
50% DISCOUNT to market price conversion - extreme toxic convertible terms. Logan Anderson was director/CEO. This is a death-spiral note.
REVERSE MERGERS 17
Reverse merger with Jinan. Former equity holders of Jinan received 79% of outstanding common stock. ALL officers and directors changed. Textbook shell sale - en...
Company was a shell with only $192 in assets at time of acquisition. Treated as reverse merger.
Reverse merger transaction resulted in change of control. Officers, directors, control persons and affiliates listed post-merger.
100% stock acquisition of Trans Max for 15,177,300 shares. Control shifted to former Trans Max shareholders. Treated as reverse merger.
Former shell company ceased prior operations. Exchange Agreement accounted for as reverse merger. EmployUS deemed acquirer for accounting purposes. Brent Callai...
BENEFICIAL OWNERS 12
Single individual controls 99% of outstanding stock - extreme single-person shell control.
Multiple beneficial ownership tables across filings from 2001-2009.
Rahim Rayani is sole director, officer, and 13.8% beneficial owner.
Single beneficial owner with 30.2% in PRE 14C, DEF 14C, and 10-KSB filings.
Offshore entity (Taiwan) and individual together control 17%.
OFFICER CHANGES 22
Board accepted resignation of Taylor Edgerton as former sole officer and director. 'No known disagreement.' Filed by Cane Clark LLP (CIK 1255294). Textbook shel...
Jan Wallace signed as Director/President/CEO across multiple filings (1998-2003). After mass resignations of Elliot Smith, Nigel Parker, Neil Marcus, and Jack F...
Grace Sim signed as Secretary/Treasurer and Director across 6+ filings from 1998-1999. Key Cane operative cycling through entities.
Grace Sim also served as Secretary/Treasurer and Director at Dynamic Associates (1998-2001). Cross-entity officer recycling with DAVI Skin.
Munjit Johal served as CFO and Secretary from September 2002. Signed multiple 10-K filings. Known Cane operative.
CANE CLARK DIRECT 9
Cane Clark LLP acquired controlling stock position through debt-for-equity swap. Law firm became significant shareholder while continuing as legal counsel - mas...
Kyleen Cane held dual role as company DIRECTOR and law firm partner. Paid both in stock and cash. Explicit acknowledgment in 10-K filing.
Both Canes embedded in entity - Michael as attorney, Kyleen as director/CEO. Law firm was paid AND held officer positions. Complete control.
Stock compensation for past AND future legal services. Filed directly by Cane Clark (CIK 1255294).
Kyleen Cane as legal counsel of record for SEC matters.
BANKRUPTCIES 5
Three years of recurring losses. Filed Chapter 11 in January 2002. Court approved plan of reorganization November 2002. Company then sought merger/acquisition t...
Revoked Nevada corporation. Delinquent - no filings since 10-Q for Sep 30, 2008 (net loss $4,904,000). Chapter 7 petition filed May 28, 2010. Stock still traded...
Operating under Chapter 11 protection since June 16, 2008 in U.S. Bankruptcy Court for District of Nevada. Lost Cactus property to foreclosure July 2008. Effect...
Both French and Swiss subsidiaries liquidated pursuant to bankruptcy filings during 2003.
Bankruptcy section in annual filing.
SEC REVOCATIONS 12
Revoked Nevada corporation. Delinquent - no filings since 10-Q for Mar 31, 2010 (net loss >$1M).
Revocation ordered despite company's attempt to voluntarily terminate registration via Form 15. SEC cited 'unrestricted trading should not continue despite fail...
Revoked Nevada corporation. Delinquent filer.
Revocation based on repeated failure to file required periodic reports.
Revocation based on repeated failure to file required periodic reports.
GOING CONCERN 19
Auditors express 'substantial doubt concerning ability to continue operations as a going concern.' Operating losses since inception.
Substantial doubt about ability to continue as going concern. Needed additional financing and profitable operations.
Substantial doubt as to ability to continue as going concern due to limited resources and speculative nature.
Substantial doubt due to limited resources and speculative nature of business.
Auditors referenced substantial doubt in reports for years ended Dec 31 2005, 2007, 2008, and 2009. FOUR consecutive years of going concern warnings.
STOCK PATTERNS 20
Shares issued as compensation for legal services.
May 2006 - shares to Sichenzia Ross Friedman and Ference for legal services.
Shares issued directly to Cane Clark LLP for past and future legal services through August 2014.
Massive stock transfer to Cane Clark LLP to forgive accrued legal fees and fund future services. Three Cooper insiders also transferred shares.
Shares issued to Kyleen Cane (Cane Clark partner) who also served as company director.
TOXIC FINANCING 2
DEATH SPIRAL financing from Longview Funds. Each tranche has worse terms. The April 2006 tranche at 50% of VWAP with no floor is a textbook toxic convertible de...
50% discount convertible notes. Logan Anderson (known Cane operative) was director/CEO while these notes existed.
SHELL LIFECYCLE PIPELINE
The canonical progression from formation to disposal, as observed across the network.
1
FORMATION: Entity incorporated (typically Nevada) with minimal capitalization
2
OFFICER INSTALLATION: Single person appointed as sole officer/director (or small group of known operatives)
3
CANE CLARK ENGAGEMENT: Law firm becomes legal counsel, often receiving stock for services
4
PROMISSORY NOTE ISSUANCE: Demand notes created payable to officers/shareholders - creates callable control
5
STOCK ISSUANCE: Shares issued for 'services' (consulting, legal, IR) at declining prices
6
CONVERTIBLE NOTES: Toxic convertible financing arranged with deep discounts to market
7
GOING CONCERN: Auditors issue substantial doubt warnings (cover for eventual abandonment)
8
REVERSE MERGER or OFFICER CYCLING: Shell sold via reverse merger (board swap + 14F filing) or officers cycle to next entity
9
DELINQUENCY: Filings stop, entity becomes delinquent
10
REVOCATION: SEC revokes registration for failure to file periodic reports
OPERATIVE-ENTITY MAP
KNOWN OPERATIVES (15)