Maybe they're right. Maybe somebody is about to pull the reins on this horse.
Imogo is a small company operated by Stewart E. Irvine, a Canadian who lives in Vancouver, British Columbia, just across the U.S. border. He founded the company in 2007, and is its sole officer and director. Between 1999 and 2007, he'd been the founder and chief executive officer of Zamage Digital Art Imaging (ZMGD), a public company domiciled in Nevada. After Irvine's departure, Sasa Vasiljevic of well know Canadian penny stock promoter and shell peddler, Mina Mar Group, petitioned a Nevada court for custodianship, reinstated its corporate status, and took over the public company. It was suspended by the SEC in 2012 along with a number of other dicey Pinks, and now trades listlessly on the Grey Market.
Imogo was originally a private company. It was merged into public status through Monza Ventures in early 2012; Monza had been incorporated in Nevada in 2005. On 22 December 2011, Irvine was named President, secretary, treasurer, and a director of Monza. In the 8-K filed with the SEC, he was said to have "over twenty years of experience encompassing administration, operations, financial planning and analysis, international marketing and sales, product development, manufacturing and public company financing. he has extensive experience in developing companies from concept through to fully operational, including public offerings, reverse mergers, and consolidation." We have not been able to find a succesful venture among any of those.
Irvine needed a clean slate so he took over Monza Ventures. That had been an unsuccessful e-commerce retailer that had supposedly intended to sell overstocked inventory items from factories in China to North Americans. Management failed to find the financing necessary to implement its plan, and so decided upon a change in direction. Following the appointment of Irvine, Greg Thompson, former president and secretary of the company, and Chen Wang, Peng Jian Zhi, Yuan Wei stayed on as directors. In an amended 8-K filed a few weeks later, Irvine's qualifications were discussed in greater, though far from comprehensive, detail: his work at ZMGD, minus the failings, was touched upon, and he was described as having "30 years' experience building profitable, high growth information technology companies", none of which we can find. This new description differs considerably from the earlier account of his expertise in international marketing and sales, public company financing, and more. Obviously, he can generate more interest in stock if he holds himself out to be a jack of all trades.
Next, Monza entered into a memorandum of understanding with Imogo, by the terms of which Monza agreed to buy all of Imogo's issued and outstanding stock for 16.4 million shares of Monza's common, at a deemed price of $1 per share. Shortly thereafter, Greg Thompson resigned as a director. On 24 February, the company's name was changed to Imogo Mobile Technologies Corp, and on the same day it began trading under its current symbol. At the beginning of April 2012, the Chinese directors cleared out, and Irvine was left to deal with IMTC on his own, probably just the way he likes it.
It might seem as if Irvine owned nearly all of IMTC's securities, but in reality stock ownership is unclear. As of 30 November, less than a month before he came on board, there were 10.5 million shares of common issued and outstanding, or so it says in the 10-K for the year ended on that date. But the 10-K also reports that on 20 September 2010, the company effected a 7:1 forward split, increasing the issued and outstanding common to 73.5 million. That was IMTC's only class of securities at the time; there was no preferred authorized or outstanding. According to the 10-Q filed in April 2012 for the period ended 29 February, the latter number--73.5 million--was correct.
Except that it wasn't: the 10-Q for the period ended 31 August 2012 specifies that the 16.4 million shares used to pay for Imogo were issued on 5 January 2012, raising the outstanding to 89.9 million. And by the time of the most recent 10-Q, for the period ended 31 August 2013, it had mysteriously dropped to 73.5 million once again. What had happened to the 16.4 million shares?
How much stock does Irvine own? Oddly enough, we don't know. On 17 January 2012, he filed a Form 3 indicating that as of 22 December--the day he took over, but before the merger took place--he owned no shares of IMTC. He's never filed another insider report, although because IMTC is a SEC registrant under the Securities and Exchange Act of 1934, he's obliged to do so should he buy or sell stock. Perhaps he really doesn't own any, but the relevant documents offer no clue. They suggest that there've been no significant stock issuances to individuals or entities. No beneficial owners are ever named. Unusual for a penny stock, to say the least. And certainly a cause for our antenna to be fully engaged.
To cut to the chase, IMTC appears not really to have a business. Although it was founded by Irvine in 2007, nothing is for sale at its attractive, well-designed website. On the "About" page, we learn to our astonishment that Imogo "was the first company to provide comprehensive Cloud Computing services." Oh really?
According to the company's most recent financial report, a quarterly for the period ended 31 August 2013, it has no revenues. It has never had any revenues. It in fact has no assets and no liabilities, something of a dubious achievement. It has, of course, managed to lose a modest amount of money between 2005 and the present: $188,357. No expenses for research and development are noted, so it's difficult to see how this wonderful software came to be anywhere "near completion." When ZaOffice was officially announced by the company in July 2012, it was said to have been built on the VMWare Zimbra platform. It was not originally intended to be open source. At the time, Irvine said that only the first 10,000 users to sign up would be entitled to free accounts. Subsequent adopters would be charged $9.95 a month. Evidently that threshold has not yet been reached. A year and a half later, Irvine claims to continue to make improvements to Imogo's "personal cloud," introducing enhancements he hopes will "lead to growth in our user base and revenues." Any revenues would naturally be better than none. Right now, it's none.
Jumping on the bitcoin bandwagon
Questionable OTC issuers have always been quick to embrace fads and fancies, especially if they're perceived by the market--in this case, of course, the market for those issuers' stock--as being sexy. Clearly late 2013 and early 2014 have been the season of marijuana and bitcoins. On February 4 alone, OTCBB's Daily List noted name and/or ticker changes for two new weed stocks--Vape Holdings, Inc (VAPE) and Cannabis Rx Inc (CANA)--and one bitcoin play, Bitcoin Shop, Inc (TUCND). Another bitcoin play looking to be readying for a major, if not preposterous, promotion is Solarpower Corp (SOCR).
Apparently these issuers are confident that shareholders and potential shareholders will buy into the ridiculous notion that it's easy to get some kind of marijuana or crypto-currency operation up and running in a few weeks or months. In literature, this kind of expectation is said to require "suspension of disbelief" on the part of the reader; in the penny arena, that state is entered into willingly by thousands of traders every day.
|Imogo's new logo|
Such amazing progress, and all in the blink of an eye [notice our tongue in cheek]. It would be interesting to know where this presumably feverish work is being accomplished. According to IMTC's SEC filings, the company's address is 100 - 40 Lake Bellevue Dr, Washington 98005. That is the Karman Executive Center, a "prestigious" venue featuring the usual receptionist and answering services, conference rooms for rent, and actual offices, furnished or unfurnished. Such a home should be entirely suitable for Imogo, which, as of 31 August 2013, had no employees other than its officers and directors, which is to say Irvine. It does, it says, outsource contract employment as needed. Apparently, it doesn't provide telephone answering services. As of this writing, IMTC's phone number that is listed with the SEC is out of service and the toll-free number found on their website does not get answered by a live voice.
As of 31 August, IMTC had no cash on hand, and no revenues. The company calculated it would need a minimum of $25,000 to make it through the next 12 months. That might be just enough to cover the cost of SEC filings, but not much more. That does not suggest big plans. Certainly Irvine and his cohorts could fund that just from the stock they are currently foisting upon the naive. It also doesn't suggest any reason for Irvine to stick around. If the filings are to be believed, he owns no stock and takes no salary. Again, if the filings are to be believed, there have been no exempt offerings of unregistered stock.
So just what is the point of IMTC's existence?
Imogo's sudden increase in share price, very large even when Tuesday's 40% haircut is taken into account, was accompanied by a promotion, and another, even more dangerous one, has just begun.
Around 28 January, penny players began receiving glossy 15-page hard mailers, courtesy of Andy Carpenter of the pretentiously named Wall Street Revelator. Carpenter isn't bashful when it comes to self-aggrandizement. He describes himself and his wife Lynn as "legends" who offer "responsible, sane commentary that is rare to find today when it comes to finance and investing." He brags about the "obscene profits" he's made for himself and others. We believe that part. Carpenter says he was a Pulitzer prize nominee in 1996; if that's true, he was not a finalist. He also claims to have won the Associated Press Mark Twain Award in 1996 and 1997, which we cannot seem to confirm. Lynn gets credit for her years with Agora Publishing, having taken charge of its "Fleet Street Letter" in the mid-1990s. Sounds impressive, but it isn't; Frank Porter Stansberry and his Agora, Inc. was sued by the SEC in 2003 in connection with fraudulent promotional activities. In a preposterous attempt at maintaining credibility, Stansberry has argued that the SEC may have come after him because the commission didn't want people to "know the truth about our financial markets."
If the Carpenters were ever respectable journalists, those days are long over. They did make the mainstream press back in 2010, though not in a way they'd have liked. Nathan Hale, a CBS commentator, not the revolutionary war hero, came upon one of Carpenter's mailers, and was horrified by what he saw. The promo was for Far East Wind Power (FEWP). In it, Carpenter assured traders that by "investing" in it, they could "turn $10,000 into $270,000." Didn't happen. During the time of the pump, August 2010, the stock never rose above $0.50. By early 2011, it was in the single digits. It stopped filing with the SEC, and is now a Pink No Information stock. In the fairly near future, the SEC will surely revoke its registration.
|Imogo as a… what? Not!|
More seriously--surprisingly, he doesn't say he's "serious as a heart attack"--he sets a near term target of $1.50 for the stock, and a long term target of $21.00. Pretty rich for an issue that was trading at $0.03 a few short weeks ago. And highly illegal.
A curious omission from the report is any mention of the bitcoin news released by the company on 9 January. Instead, Carpenter's theme is a highly unconvincing comparison of IMTC to Microsoft, in which he not only implies that the Imogo Personal Cloud is in some way an MSFT competitor, but also suggests that on its way to tech greatness, IMTC will bless its loyal shareholders with the kind of successive forward splits that made early Microsoft investors wealthy. All of this is arrant nonsense. Nutty predictions involving bitcoin would have been more relevant and interesting, perhaps even more plausible, than suggesting that Mircrosoft has something to worry about. That the new bitcoin endeavors are entirely absent in the "report" suggests that the pump was set up some time ago, and that the mailer was printed well in advance of its intended use.
Carpenter has appended a small-print disclaimer. He declares that neither he nor any staff member owns Imogo stock. He has been paid $10,000, and may get more cash in circumstances not described. He adds that the total budget for the marketing initiative is $3 million, and will be paid by Fenvo Enterprises Limited to a variety of "marketing vendors."
Enter Stock Castle
On Tuesday, the IMTC share price took a sudden nosedive, often an indication that a major promotion is about to commence. Sure enough, after the market close that day, email alerts from notorious spammer Stock Castle and its associated newsletters, hit the Inboxes of those waiting and those who didn't expect them. Anti Pump & Dump activist, George Sharp, has ongoing litigation for illegal spam email dissemination against Stock Castle and many of its past promotion subjects, most of which now trade by appointment.
Stock Castle's IMTC alert urged traders not "to take to [sic] long to pull the trigger," its author confiding that he's expecting the stock to hit $2 in the "very near future."
Like the Wall Street Revelator, Stock Castle emphasizes the supposed importance and novelty of IMTC's cloud technology. Not a word is said about bitcoins. This again leads us to conclude that the promo campaign was planned in advance, with scripts handed out some time ago.
Stock Castle even seems unsure of its own identity and location. In the IMTC disclaimer, it reports that it's a wholly-owned subsidiary of Dopper Group LTD of Belize City. In the disclaimer at its website, it says it's a wholly-owned subsidiary of Fidelity Ltd, a "financial public relations firm" in the British Virgin Islands. Dopper and Fidelity are probably two more made-up names. It's likely that Carpenter's Fenvo Enterprises is as well. On Wednesday, 5 February, the Stock Castle email alert was followed by one from an affiliated newsletter, Magic Penny Stocks.
IMTC to cross the $2 mark in the very near future," adding that the company had released early morning news that could "send it into orbit." It was Stock Castle that set the $2 price target on Tuesday evening. The news to which Magic Penny referred was the announcement of a memorandum of understanding entered into between Imogo and Global Digital Systems PLC, owner of the SiteTalk Community, a social networking platform. A little snooping at Google shows that Global Digital Systems PLC is also known as Global Digital Services PLC: see the first press release here. Global Digital is domiciled in Malta; as the IMTC announcement states, it trades on the Cyprus stock exchange. SiteTalk Community is a Cayman Islands company. Global Digital's beneficial owners, chief among them MLDS Inc., and Singlewin Commercial Limited, are named in a document filed in connection with Global Digital's listing in Cyprus. Singlewin is Cyprus company. MLDS says it is a company "that will be sending you your physical share certificate in exchange for your OFC." Make of that what you will. It claims to be based in Dubai. Back in 2012, there seem to have been some difficulties with SideTalk certificates, but the explanation offered here does little to clarify the nature of the transaction or transactions in question.
Returning to the Magic Penny promo, the disclaimer offered is virtually identical to that posted by Stock Castle, except that Magic claims to be a wholly-owned subsidiary of Natti Reach LTD (should that be "research"?), yet another (probably nonexistent) BVI company. Unsurprisingly, the payor is Wimtak Systems. All these "owner" companies may be fantasy, but that's not to say the offshore connection is.
Because Imogo's financials make no mention of large stock issuances or convertible debt, it's impossible even to guess who is funding the current promotion. There are, however, enough offshore companies in the mix by now to send an investigator on an interesting tour of the Mediterranean, the Middle East, and Central America.
Whoever the funder is, he may have made a mistake, or at least invoked bad karma, by choosing Stock Castle as a member of his promotional team.
Back in November, we commented on the Nevada Gold Corp (NVGC) Pump & Dump in a new series we call "Those Deceitful Promoters". That promotion was headlined by Stock Castle and its partner newsletters. Interestingly enough, that pump job was also reportedly funded by Wimtak Systems. Stock Castle's contributions to the scheme lasted two weeks before the SEC pooped the party with a suspension in trading. The reasons given for the temporary suspension of trading, which was followed by a down listing to the little-followed Grey Market, was stated by the SEC as "questions regarding the accuracy and adequacy of assertions by NVGC, and by others, to investors in press releases and promotional material concerning, among other things, the company's assets, operations, and financial condition."
In other words, the suspension was imposed because of the promotion by Stock Castle and others, and because the SEC--which cited press releases as well as promotional material--believed the company was complicit, which likely was the case.
Only two months have passed since the NVGC action; it is likely the SEC is still investigating vigorously. Will the agency be unhappy to see Stock Castle and its sisters pushing IMTC just as they pushed NVGC? Will it be as unhappy as it evidently was when it shut down three Awesome Penny Stocks plays in a row? That was the end of the line for APS. Stock Castle isn't same kind of high-profile promo group APS was, but government agencies don't like to be taunted. Since the creation of the Microcap Task Force, the SEC seems to be showing a livelier interest in putting the brakes on tickers pumped by egregious spam email promoters like APS and the Stock Castle group.
The sellers prepared to finance the current promotion ought perhaps to have considered the wisdom of simply relying on legitimate communications about IMTC's new bitcoin venture, whatever shape it may finally take. As Baruti M. Kamau, a colorful character who runs the Barutiwa News Online network sagely observed:
IMTC's common stock moved upward from $0.02 to $0.65 on news of their new bitcoin business. Just mention "Bitcoin" in your press release and the market will reward you!"
At least until the next "big thing" comes along.