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Will ARSP Have a Gay Ole Time?

Written by Janice Shell

May 16, 2014:  An hour after the bell on 12 May 2014, Andalusian Resorts and Spas, Inc.(ARSPannounced that it had signed a letter of intent to acquire the Mona Lisa Hotel and Casino in San José, Costa Rica.  Coming so late in the day, the press release attracted little attention.  That nature of the release, however, suggest that a major pump job may be in the works for the near future.

The Andalusian Resorts chain hopes to become the "destination of choice for the LGBT community."  Each location will try to maintain a four or five start rating, and the comfort of their guests will be the hotels' "ultimate mission."  While apparently designed with gay men in mind--all the photos in the gallery at the company website are of men relaxing at sumptuous vacation spots--ARSP's motto seems to be:  WE ARE A STRAIGHT FRIENDLY COMPANY."   Nice to know that this is not a hetrophobic company. Lesbians, of course, are also welcome.

Andalusian Resorts and Greenway Technology

There is, of course, no "chain" of luxury resorts.  If the purchase of the Mona Lisa actually goes through, it will be ARSP's first acquisition.

Andalusian Resorts and Spas is not a "new" company.  It was formed in Nevada on 20 July 2012 as Andalusian Resorts, LLC by Brian A. DeVille.  In October, an amended officer and director list was filed, and Bernard ("Bernie") Fried took over.  At the same time, Fried gained control of a penny stock called Greenway Technology (GWYT).  He did that by purchasing 150 million shares of common stock from the Robert Semingway Trust, which was controlled by Kevin Holbert, who was then CEO of the company.  A quarterly report filed with OTCMarkets on 16 November 2012 notes only that "the transaction did not require payment of consideration, as the control shareholder transferred his shares to the former owners of the LLC.  Management has not determined the accounting for this transaction."  Greenway had no revenues; under former ownership, it had vaguely planned to "construct and operate used oil plants."  Whatever that may mean, the company had made no progress toward its goal.

Bernie Fried
Fried has worked in the telecommunications industry and runs a consulting business.  He lives in Kansas, and teaches part time there and in Missouri.  Late in life--he's now about 68--he became involved with penny stocks.  His first venture was with Flint Telecom Group (FLTT).  He joined that company as president, director, and COO in 2010, and later became CEO.  On 19 September 2012, he resigned, evidently in order to have more time to dedicate to his new project, Andalusian Resorts.  The fact that FLTT was burdened with enormous amounts of convertible debt, and had other problems as well, may have influenced his decision to get out while the getting was good. Still, the company did find itself worthy of a promotion in the week before Fried's resignation.

In Greenway's press release announcing Fried's assumption of control, it was specified that he "currently operates" Andalusian, though in fact it had no operations.  Never mind; GWYT was to acquire Andalusian, and when it did, Fried would occupy himself with the company full time.  He had, in fact, already been appointed CEO, president, and board member.  He and Greenway anticipated closing on their first property very soon: in the fourth quarter of 2012.

Two days later, the acquisition of Andalusian by Greenway was officially completed.  In a press release, the company explained that Fried believed that the "international hospitality options" available to gay and lesbian travelers were substandard, a situation he intended to rectify.  At that time, plans were to start in the United States, with the first resorts to be located in Palm Springs and Las Vegas.  Negotiations were already underway for properties in both cities; the one in Las Vegas was nearly completed, or so Fried said.  Both properties would require extensive renovations to bring them up to the standard set by the CEO for his new venture.  The need for financing was only briefly touched on.

For his efforts, Fried would draw a base salary of $250,000 a year, plus additional compensation that would be decided by the board.

GWYT chart
Penny players took no notice of those initial developments until an over three week long promotion was launched in mid November. On the 16th it closed at $0.072, on volume of a mere 79,745 shares.  The following Monday, 19 November, it closed at $0.19, on volume of 19.8 million.  All those nineteen cent trades did not augur well for GWYT.  On Tuesday, it screamed to an early intraday high of $0.21 and then crashed and burned, ending the session at $0.094. Except for one half-hearted rally in early December, it was all downhill from there.

The launch of the promotion was the work of the Stock Psycho-Darth Trader group, who said they'd been compensated "up to" $175,000 by a third party, M. Elliot Media.  Whatever amount they got was paid by wire transfer.  Interestingly (and unusually) M. Elliot Media seems to be a sort of official third party payor for penny stock promos, though it calls itself an IR firm.  At its website, it lists a few of its clients (perhaps many others don't wish to be named), and says it accepts cash or free trading stock.  The clients named are penny companies themselves:  APRE, UYMG, and SLTZ.  Among the services the firm offers are "advanced telemarketing" and email campaigns. That seems to be evidenced by Elliot's other site, CEOlive.TV, which offers pumping videos and lists many more clients. We know that Stock Psycho and Darth Trader aren't M. Elliot Media, so it may be presumed that M. Elliot also hires touts when necessary, as the list of clients on the CEOlive site have all been pumped to death.  They say their programs are "simple, logical and cost effective."  One wonders about their idea of "cost effective," if the touts they chose to pump GWYT received anything close to $175,000.

Coincident with the pump, GWYT issued two new press releases. One, from the 20th, announced the launch of Andalusian's "brand."  A variety of logo-laden t-shirts and other items were on sale at Cafepress; a click on the shopping cart suggests they can still be purchased there.  The other, from the next day, introduced new hires who would, Fried said, "ensure the short and long term success of our strategic plan."

Whatever Fried's strategy was, it never played out.  A last PR was issued on 11 December, and then the company fell silent.  There's been no news since that date, and no filings.  It is unknown whether Fried still owns stock, or is still an officer.  GWYT continues to trade, very thinly, as a Pink No Information company.

Resurrection

Fried walked away from GWYT without saying a word, and has not explained his abandonment of the company now that Andalusion has been reincarnated.

That happened in early 2014, but the plan was set afoot in late 2013.  On 18 November, Hui Ying Technology & Media Group Holding Company (HUIY) filed its last quarterly report with OTCMarkets, for the period ended 30 June 2013; at that time it had 10 million shares outstanding.  HUIY had been created in Nevada on 25 January 2010.  The last week of the year, it effected a 30:1 forward split.  The split was a signal that the shell was about to be sold.  Indeed, on 9 January 2014, HUIY announced the corporate action in a press release, and added that it had achieved DTC eligibility, which meant that its shares could be traded electronically.  More importantly, it disclosed--without going into detail or mentioning Bernie Fried--that it intended to develop high-end resorts for the LGBT community under the name Andalusian Resorts and Spas.

There followed an amendment to HUIY's corporate charter in Nevada, changing the company's name to Andalusian Resorts and Spas, and a new list of officers and directors was submitted.  On 5 March, a name and ticker change appeared on the Daily List; since then the stock has traded as ARSP.  A month later, various documents forming part of ARSP's annual report for fiscal 2013 were posted at OTCMarkets, among them one specifying that the shares outstanding were now 99,203,100.  Evidently some 23 million shares had been issued between 30 September and 31 December.

It was not until 17 April that a press release appeared.  It did little more than explain the new company's business plan once again, but at least it finally named Fried as president.  Curiously, he thanked shareholders for their "continued support."  What about his former shareholders, the ones left stuck in GWYT?

A few days later, an initial disclosure statement was submitted to OTCMarkets.  It's extremely sketchy, offering little detail about the change in control or the structure of the new company.  Nowhere is there any indication that Andalusian was once the sole business of GWYT.  Nor is it explained how Andalusian, the asset, was transferred from GWYT to the HUIY shell.  Fried was the company's only beneficial owner, with a 59.94 percent holding.  The composition of that holding is unclear.  No doubt Fried owns common, but there's also a single class of preferred.  The preferred has 10 million shares authorized, and 1 million outstanding.  The voting and conversion rights of preferred shareholders are not described, and the shareholder or shareholders are not named.  Probably there's only one, and probably it's Fried, but we can't be sure.  As is often the case with these documents, the author has included what he wants to include, and left out the rest.  One other director, a Nathan Burr, is identified, as is an S. Vernon Rodriguez, who's said to be a senior vice president.  No biographies are offered.

As before, it's explained that ARSP intends to open its first resort on the Strip in Las Vegas, following up with beachfront, golf, and ski resorts.  Even more grandly, it intends to endow a charitable foundation whose purpose will be to "foster education and awareness regarding the worldwide LGBT community."  It may be wondered with what money.  The 31 December 2013 annual report is useless as an aid to understanding ARSP's current financial condition, but the company cannot be bringing in revenues, and no financing has been announced.

Party in San José!

In the last two weeks, more news has appeared.  First, the company relaunched its idea for an online shop, this one located at the company website, and featuring more expensive merchandise.  So far, all of that merchandise is shoes, though there's no indication that ARSP's resorts will be nudist retreats.

Fried also opportunistically endorsed the City of Beverly Hills' protest of the Sultan of Brunei's ownership of the landmark Beverly Hills Hotel, noting piously that the company is against all human rights violations in all countries, and condemned the Sharia law adopted by the Sultan for its treatment of gays and lesbians.  Not missing a beat, he went on to say that "Andalusian would be delighted to begin negotiations to acquire any hotel property prepared to divest ownership and is prepared to take care of the properties' families as well." An abrupt segue back to the evils of Sharia law follows.  Fried added that "profits from LGBT weddings shouldn't be going to Hotel owners that may start executing its [sic] LGBT patrons."

Mona Lisa Hotel and Casino
Best of all, on 12 May came the announcement of the pending acquisition of the Mona Lisa Hotel and Casino in San José.  The hotel is said to be well appointed, with 93 recently renovated guest rooms, a spacious casino, and a restaurant.  One local reviewer calls it "the sexiest hotel and casino in Costa Rica." According to another, "the bar is popular among the local girls, affectionately known as Ticas who enjoy entertaining foreign gentlemen."  Sadly, under ARSP's new management the Ticas are likely to be out of luck.

When does the pump begin?

Andalusian's stock price rose immediately following the change in control, and then immediately fell.  There was no promotion that we saw, and volume was relatively low.

ARSP chart
That often happens--or is made to happen--in advance of a major promo.  While we can't be sure the GWYT pump was funded by the company--which is to say by Fried--the fact that it was accompanied by press releases suggests that was the case.

Now ARSP seems to be warming up to deliver some news designed to appeal to gays and lesbians--who, Fried points out more than once, tend to have a good deal of disposable income--and to other penny players alike.  As the company motto says, Andalusian is a Straight Friendly Company.

And that's appropriate, as Pumps and Dumps have no sexual orientation. These stocks will publicly do to you what you may usually choose do in the privacy of your bedroom.