More about the Dykstra-Hymers phony credit scheme is provided in this Sports Illustrated article from 2011.
February 28, 2014: Thursday marked the start of the Everlert, Inc. (EVLI) Pump & Dump campaign, the latest offering brought to you by the Research Driven Investor and its seemingly associated Investor Trendz newsletters. To say that these guys have not done traders any favors lately, is an understatement. The street was smashed by the last 4 so-called "picks" on which these guys lead the pumping, namely HKTU, GEQU, GMUI and NCGI. EVLI may be the worst one of the bunch and that's saying a lot considering that HKTU dropped from its 38 cent Pump & Dump launch price to just 3 cents in less than a month. Of course we warned the street well that this was what was going to happen to this repeat scam in a well timed advisory. Hopefully, more will listen this time.
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| Robert Hymers |
No family relationship exists among and between the Company’s directors, officers or owners of more than five percent (5%) of any class of the Company’s equity securities. The largest shareholder of the Company (David Hymers) and the President (Robert Hymers) share the same last name, but are not considered to have a family relationship since they are distant relatives and have had no direct family relationship for over four generations.
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| David Hymers |
This is the kind of distinct attempt to show that there are no shenanigans going on, that makes us believe that there are shenanigans going on.
EVLI's accountant, as listed on the OTCmarkets Company Info page, is Pinnacle Tax Services. Pinnacle's Managing Partner is Robert Hymers. EVLI's books are kept by the President, and by extension, the largest shareholder. Not exactly arms length, is it? Pinnacle is not listed as the accountant for any other OTC issuer.
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| EVLI Company Info Page From OTCmarkets <click to enlarge> |
Let's go hunting for some truth.
In a press release dated October 15, 2013, the company made the following statement:
Everlert, Inc. acquired Totalpost Services, Inc. in November 2012. Everlert, Inc.'s President, Robert Hymers, led the acquisition of Totalpost Services, Inc. and is the driving force behind the new and positive direction of Everlert.Uh, yeah...no. Totalpost was the one who acquired Everlert in a reverse merger as a way to vend Totalpost into a shell. Robert Hymer did not lead the acquisition of Totalpost Services; he and David Hymers are Totalpost Services and always have been the company. Not coincidentally, Pinnacle, Totalpost and EVLI all share the same Monrovia, CA address.
Here is David's LinkedIn page. Notice that he has been the CEO of Totalpost since 2009.
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| David Hymers' LinkedIn Page <click to enlarge> |
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| Excerpt From Robert Hymers' LinkedIn Page <click to enlarge> |
Totalpost was registered by the California Secretary of State in April of 2010. Note who is the Agent for Service of Process. Clearly, the Hymerses were with Totalpost from the beginning and the statement, "Everlert, Inc.'s President, Robert Hymers, led the acquisition of Totalpost Services, Inc." is false.
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| California SOS Registration of Totalpost Services |
The ELVI shell has a curious background, begat out of a Form 10SB12G registration filed in November 1999 for a Nevada corporation named Everlert and formed in February 1998. The incorporator was Attorney Thomas Cook. The initial business of the company was intended to be in the manufacturing of smoke and heat detectors. It appears that in August 2006, when the company filed a Form 15 to deregister its shares, it was still in the detector business. The only filing previous to the Form 15, was a Form 10QSB filed in June of 2004 and that still identified detectors as its line of business. At the time of that Form 10QSB filing James H. Alexander was identified as President, however, by the time the Form 15 was filed, Ollie Goff had replaced him.
Naturally, after the filing of the Form 15, trading in Everlert dried up. At some point the Registration of the Corporation is allowed to default as the Nevada Secretary of State shows that it was reinstated on June 29, 2005. On January 9, 2008, a one for 5,000 reverse split is effected on the deregistered shell. On September 5, 2008, the name of the corporation is changed to Haynesville Natural Gas And Energy. The signing officer is Roy Cooper.
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| Change of Name to Haynesville Natural Gas and Energy <click to enlarge> |
Sometime after the change of name, the registration of the corporation is allowed to default again. We know this because on November 14, 2012, a reinstatement is recorded by the Secretary of State, along with another change of name, BACK to Everlert, Inc. Obviously, those who were taking control of the corporation were hoping to make use of the old Everlert shell.
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| Change of Name Back to Everlert <click to enlarge> |
This time, the signing officer was one Lee Davidson. We can't find that name in connection with any SEC filings related to other companies.
Roy E. Cooper is back as the signing officer for the filing of the update to the Corporate Bylaws on January 16, 2013, obviously in preparation for sale of the shell to the Hymerses, as Robert Hymers signs the financials statements just 16 days later. Within the "catch up" financials, filed to bring the company's delinquent books up to date, the company is identified as a past real estate acquisition and management company, which of course it never was, at least not in the public eye. Davidson also signs the financials as an officer. At the same time, the boys file the financials for the most current period, this time identifying Totalpost as their only line of business. What is truly bizarre is that in this first quarterly report, the Hymers boys cop to the related transaction, identifying David as a related party. We can't imagine why they would do an about face on this admission as whether technically David is considered to be related to Robert or not, they ain't fooling anybody.
So Who Is Dumping The Stock?
As should be obvious to all, the only reason anybody conducts a promotion campaign is to create buying interest in order to create an atmosphere where insiders can divest themselves of their holdings. So just who are the sellers? It shouldn't be difficult to figure that out, as before Thursday's launch of the Pump & Dump campaign, the stock was tightly held.
David Hymers November 2012 acquisition of 650,000,000 shares in exchange for the Totalpost asset, looks to have consisted of restricted shares so that stock probably remains intact. It certainly had at the time of the September 30, 2013 filing of financials. That having been said, the Hymerses did conduct some voodoo to reduce the issued and outstanding number of shares to the 183,590,775 number currently displayed on the OTCmarkets Company Info page. By our count, the Hymerses did something to make 491,356,811 shares disappear. But what? Since EVLI is not a reporting company, we are unlikely to discover what exactly those shenanigans were until the next set of financials is released, if they ever are. We tried to get the answer from the company, but it was not cooperative. That alone should send prospective investors screaming into the hills. It is possible that David Hymers converted some of his stock into preferred shares and/or cancelled some holdings as window dressing for the Pump & Dump. After all, what's the difference what control looks like to the Hymerses? They can always print more stock.
However, the fact that David Hymers is not an officer or director, given the size of his holdings, is suspicious. And just what is Robert's role? Is he part of the company just so David can somehow try to claim he's not an affiliate--since he evidently isn't an officer or board member --and so he thinks he'd be able to sell without control restrictions? That would hardly fly, given the size of his holdings, but the Hymerses may think it would.
It seems that the sale of the EVLI shell to the Hymers boys was orchestrated by Attorney Thomas C. Cook, the original incorporator of the company and now again listed as Legal Counsel. Cook has recently signed several opinion letters on behalf of EVLI. Cook is no stranger to representing companies that have been Pumped & Dumped, showing up as counsel to repeat offenders RGTX, USEI, GLCO, and CLDS, among others. In the past, Cook has been reprimanded by the Nevada State Bar. Ownership of the shell looks to have passed from Roy E. Cooper to David Hymers. By our math, Hymers received 650,000,000 of what was then 675,180,632 total shares or 96.27% of the stock. It would is conceivable that Cooper retained a good chunk of the rest of the stock (just over 25 million shares), perhaps in partnership with Cook. They could easily be taking part in the dump.
Then there's the scary part. The free trading stock issuances, mostly in lieu of debt. From the latest financials:
- In December 2012, the Company issued 6,706,429 free trading shares of the Company’s common stock on a debt note the result for consideration for services rendered dated September 9, 2009 to Ocean View, Inc. The amount of the debt note 6 when converted was $33,532.14 and was converted at a rate of $.005 per share. The Corporation engaged the consultant’s expertise in the capacity of Real Estate Business Development, Strategic Assessment and Marketing, as it pertains to real estate owned by the Corporation and its subsidiaries. [we could not find any Ocean View, Inc.]
- In December 2012, the Company issued 6,309,643 free trading shares of the Company’s common stock on a debt note the result for consideration for services rendered dated January 1, 2009 to Kingsbridge, Inc. The amount of the debt note when converted was $31,548.00 and was converted at a rate of $.005 per share. The Corporation engaged the consultant’s expertise in professional services in the area of Real Estate Business Development. [we could not find any Knightsbridge, Inc.]
- On April 23, 2013, Fordham Associates, Inc. entered into a Securities Transfer Agreement with Eastern Institutional Funding, LLC, whereby Eastern Institutional Funding, LLC acquired $15,000.00 worth of the principal of the note, plus $9,143.98 of accrued interest, for a total of $24,143.98. On May 14, 2013, Eastern Institutional Funding, LLC requested that the total due and owing under the terms of the promissory note, which was $24,143.98, be converted to common shares of the Company at the rate of $0.05 per share, which calculates to 482,880 common shares of the Company. [Eastern Institutional Funding has ties with Pump & Dump subject BRZG]
- On April 23, 2013, Fordham Associates, Inc. entered into a Securities Transfer Agreement with SGI Group, LLC, whereby SGI Group, LLC acquired $15,000.00 worth of the principal of the note, plus $9,143.84 of accrued interest, for a total of$24,143.84. On May 14, 2013, SGI Group, LLC requested that the total due and owing under the terms of the promissory note, which was $24,143.84, be converted to common shares of the Company at the rate of $0.05 per share, which calculates to 482,877 common shares of the Company. [SGI Group, Inc. has ties with several Pump & Dump subjects including PTAH, BTHR, and ELAY among others]
- On May 14th, 2013, the Company issued 965,757 free trading shares of the Company’s common stock on a $ 30,000 convertible debt note originating on December 20, 2006 to Fordham Associates, Inc. [This works out to $.031 per share; Fordham Associates has ties to not yet public company WSM Group, Inc]
- On July 23rd, 2013, the Company issued 10,000,000 free trading shares of the Company’s common stock after conversion of 5,000,000 of Preferred Stock, Class "A" by a shareholder.
So there you have it. That's the majority of the stock being sold into the Pump & Dump, acquired at prices between half a penny and a nickel. Yesterday, shares topped out at $.35, bringing returns of as such as high as 7,000% from the conversion price.
Obviously, the debts are a path to riches for the insiders, and the new asset was a chance to create free-trading shares for profit through the Pump & Dump campaign you are now witnessing. It's a very common ploy and the reason that the government needs to look at regulating or eliminating the reverse takeover of shells and the conversion of debt, at least in non-reporting issuers. It seems likely that there is collusion among the free-trading shareholders and perhaps even some nominee debt holders/share owners and cross beneficiaries. At any rate there is 24,947,586 cheaply acquired shares for sale during the course of the Pump & Dump, and when they are all divested, you can bet that the promotion will be over and bag holders' shares will quickly become available more cheaply. Whether some of the debt was retained by the sellers of the shell, or inherited and created by the Hymers, all involved are sure to profit.
Obviously, the debts are a path to riches for the insiders, and the new asset was a chance to create free-trading shares for profit through the Pump & Dump campaign you are now witnessing. It's a very common ploy and the reason that the government needs to look at regulating or eliminating the reverse takeover of shells and the conversion of debt, at least in non-reporting issuers. It seems likely that there is collusion among the free-trading shareholders and perhaps even some nominee debt holders/share owners and cross beneficiaries. At any rate there is 24,947,586 cheaply acquired shares for sale during the course of the Pump & Dump, and when they are all divested, you can bet that the promotion will be over and bag holders' shares will quickly become available more cheaply. Whether some of the debt was retained by the sellers of the shell, or inherited and created by the Hymers, all involved are sure to profit.