As one can see, AEGY arguably plays fast and loose with SEC filings, a definite no no and not the best face to present to SEC, FINRA or state regulators pursuant to a contemplated merger. It's the lateral risk to SKTO/BB from AEGY that has always been a concern.
Jan 15, 2013: Novations Holdings (NOHO) directly acquires 40,000,000 common shares and 5,000,000 preferred shares of AEGY giving NOHO controlling interest in AEGY and insider status (10% or more ownership). NOHO consists of Michael Gelmon (Dir, Pres., & Sec.), John F. Burke (Treasurer), and Robert J. Hipple (Corporate Counsel). "Date of event requiring (Form 3) statement: 01/15/2013" (attachment)
Jan 25, 2013: Deadline for filing Form 3 (initial statement of beneficial ownership) reporting above transaction by insider. Form 3 must be filed by an insider affiliated with a public company's operation or by any investor owning 10% or more of the company's outstanding shares within 10 days of reportable event.
March 20, 2013: Michael Gelmon (PSD of NOHO) appointed director as well as Chairman of Board of AEGY.
April 23, 2013: Gelmon's Novation Holdings files Form 3 with SEC -- 96 days after the triggering event of Jan 15, 2013 (see above). Red flag. (attachment)
April 23, 2013: Gelmon's Novation Holdings files Form 4 reporting sale of 40,000,000 common shares @ 0.001 (total $40,000). (attachment)
Explanation on Form 4: "Shareholder agreed to turn in 40 million common shares to allow third party note conversions due to insufficient authorized shares available. The shares will be replaced after completion of a pending 1 for 100 reverse split by the issue of 1 million post-reverse common shares."
Note: 40,000,000 shares reverse split at 1 to 100 equal 400,000 shares. By this maneuver, Gelmon's NOHO would not only would have received 600,000 extra shares (400k + 600k) later but also would have unloaded his existing controlling holding temporarily and weathered a typical price drop following an R/S. Clever, eh? Red flag.
(ps. The reverse split was eventually cancelled.)
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Novation Consulting Services, Inc. is a wholly owned subsidiary of Gelmon's Novation Holdings, Inc. (NOHO) and, as of Dec 31, 2012, continues to provide 'necessary services' to AEGY which has no employees and relies on consultants. The firm, as with NOHO, consists of Michael Gelmon (Dir., Pres., Sec.), John F. Burke (Treasurer), and Robert J. Hipple (Corporate Counsel), the latter barred by SEC as O&D of public companies. Burke is Consulting Principal Account Officer of AEGY. (attachment)
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AEGY FORM 10-K
(Annual Report)
Filed 11/13/13 for the Period Ending 07/31/13
As of May 17, 2013, Mario Barrera has been our Chairman, President and CEO and sole officer and director. He is not an employee of the company and is not paid as an employee. Our former sole officer and director, Michael Gelmon, resigned for personal reasons effective May 1, 2013. He was also not an employee of the Company and was not paid as an employee. Currently, we have no paid employees, full or part-time, and rely on paid consultants to provide necessary services.
AEGY Form 8-K
CURRENT REPORT
Date of Report (Date of earliest event reported): May 17, 2013
Section 5 – Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Officers; Appointment of Certain Offices; Compensatory Arrangements of Certain Officers.
(b)(1) On May 17, 2013, Michael Gelmon, Chairman, sole director and sole officer of Registrant, resigned as an officer and director of Registrant , after first appointing Mario Barrera as a director. Prior to his resignation, Mr. Gelmon did not have and did not express any disagreement with the Registrant regarding any matter relating to Registrant ’ s operations, policies or practices.
Which is the date of Gelmon's resignation? May 1 or May 17? Red flag.
Jan 15, 2013: Novations Holdings (NOHO) directly acquires 40,000,000 common shares and 5,000,000 preferred shares of AEGY giving NOHO controlling interest in AEGY and insider status (10% or more ownership). NOHO consists of Michael Gelmon (Dir, Pres., & Sec.), John F. Burke (Treasurer), and Robert J. Hipple (Corporate Counsel). "Date of event requiring (Form 3) statement: 01/15/2013" (attachment)
Jan 25, 2013: Deadline for filing Form 3 (initial statement of beneficial ownership) reporting above transaction by insider. Form 3 must be filed by an insider affiliated with a public company's operation or by any investor owning 10% or more of the company's outstanding shares within 10 days of reportable event.
March 20, 2013: Michael Gelmon (PSD of NOHO) appointed director as well as Chairman of Board of AEGY.
April 23, 2013: Gelmon's Novation Holdings files Form 3 with SEC -- 96 days after the triggering event of Jan 15, 2013 (see above). Red flag. (attachment)
April 23, 2013: Gelmon's Novation Holdings files Form 4 reporting sale of 40,000,000 common shares @ 0.001 (total $40,000). (attachment)
Explanation on Form 4: "Shareholder agreed to turn in 40 million common shares to allow third party note conversions due to insufficient authorized shares available. The shares will be replaced after completion of a pending 1 for 100 reverse split by the issue of 1 million post-reverse common shares."
Note: 40,000,000 shares reverse split at 1 to 100 equal 400,000 shares. By this maneuver, Gelmon's NOHO would not only would have received 600,000 extra shares (400k + 600k) later but also would have unloaded his existing controlling holding temporarily and weathered a typical price drop following an R/S. Clever, eh? Red flag.
(ps. The reverse split was eventually cancelled.)
################
Novation Consulting Services, Inc. is a wholly owned subsidiary of Gelmon's Novation Holdings, Inc. (NOHO) and, as of Dec 31, 2012, continues to provide 'necessary services' to AEGY which has no employees and relies on consultants. The firm, as with NOHO, consists of Michael Gelmon (Dir., Pres., Sec.), John F. Burke (Treasurer), and Robert J. Hipple (Corporate Counsel), the latter barred by SEC as O&D of public companies. Burke is Consulting Principal Account Officer of AEGY. (attachment)
#################
AEGY FORM 10-K
(Annual Report)
Filed 11/13/13 for the Period Ending 07/31/13
As of May 17, 2013, Mario Barrera has been our Chairman, President and CEO and sole officer and director. He is not an employee of the company and is not paid as an employee. Our former sole officer and director, Michael Gelmon, resigned for personal reasons effective May 1, 2013. He was also not an employee of the Company and was not paid as an employee. Currently, we have no paid employees, full or part-time, and rely on paid consultants to provide necessary services.
AEGY Form 8-K
CURRENT REPORT
Date of Report (Date of earliest event reported): May 17, 2013
Section 5 – Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Officers; Appointment of Certain Offices; Compensatory Arrangements of Certain Officers.
(b)(1) On May 17, 2013, Michael Gelmon, Chairman, sole director and sole officer of Registrant, resigned as an officer and director of Registrant , after first appointing Mario Barrera as a director. Prior to his resignation, Mr. Gelmon did not have and did not express any disagreement with the Registrant regarding any matter relating to Registrant ’ s operations, policies or practices.
Which is the date of Gelmon's resignation? May 1 or May 17? Red flag.
