Conversation with Kent Linduff 3/24/16
No one is posting here anymore, so maybe everyone has capitulated and sold for their losses or realized their gains long before now, but here's some info for any who may be interested.
Kent Linduff (830-377-5885) described to me and/or confirmed the following on 3/24/16:
1. Kent told me that he can't say / tell me anything because there is a "scorched earth" investigation ongoing, into xXxx operators, certain iHub members/posters and FINRA. Notwithstanding this assertion, we spoke on the phone for 39 minutes.
2. I acknowledged Kent's assertion that he cannot say / tell me "anything," and then I asked in more ways than one about whether this also included filing financial reports or other filings required for a public entity. I did not receive a direct answer, only what seemed clear to me as to indicate that I should not expect to see/hear ANYTHING from Kent (or anyone representing TDEY) while "the 3-letter authorities" are carrying out their investigations of iHub operators, certain iHub members/posters and FINRA, and that he has no idea how long it could take to resolve... something. (OPINION ONLY: IMO, I should not need to ask about this, the answer should be clear - as long as the stock is being traded, the entity/issuer MUST comply. IMO, at some point, if/when the issuer is sufficiently delinquent per OTC and/or SEC rules/regs, it will be halted. IMO, if the issuer cannot comply due to court order, trading should be halted... but it's not halted - so I believe, in fact, that the only thing stopping the filing of the financials is Kent and/or his attorney's advice. And then of course there is real law - I'm not a securities attorney, and I did not stay at a Holiday Inn Express last night)
3. Claims that there was never a merger between Oak River Technology LLC and TDEY are true, so says Kent.
4. The supposed fact that there was never a merger between Oak River Technology LLC and TDEY "was made very clear for all to see in the 'merger agreement'" (that I have never seen and, apparently no one else can point me to).
5. The connection between Oak River Technology LLC and TDEY, as a result of the "merger agreement," is a license only, for the insurance vertical only. (I have not seen the purported merger agreement and I have no clue about the terms of this license, i.e. whether the license is for 1-year or 1-month, when it may expire and how it may be renewed and at what price, royalties or any of these things). That is NOT a merger, by anyone's definition.
6. Kent's lawyers tell him that he is perfectly clean and has nothing to worry about.
7. I asked how it can be true that there was no merger when, for example, the August 19, 2015 PR "Oak River Technology, Announces Partnership with American Fidelity Assurance for Texas DPS Officers Association Benefits" clearly stated: ' Oak River Technology LLC , a Nevada Corporation, and a wholly owned subsidiary of 3D Entertainment Holdings, Inc., a Wyoming Corporation, dba 3D Eye Solutions Inc. (OTC Pinks: TDEY) (TDEY) has been selected to provide the back office for all premium collection, reconciliation and remittance for the Texas Department of Public Safety Officers Association Benefits Program (DPSOA)' (source: http://finance.yahoo.com/news/oak-river-techn...0944.html). Kent interjected a question before I could finish this question, asking me: "Okay, well who do you think wrote that press release?" As I began to answer Kent's question by telling him that it absolutely appears to be released by TDEY - that it actually does say "SOURCE: 3D Eye Solutions Inc." at the bottom and in every other way appears to be released by TDEY - he quickly interrupted me and explained that it was written by Susan Weed. I immediately asked Kent, "Okay... why wasn't that ever clarified?" Kent quickly answered that he had his attorneys send a letter to (Susan Weed)(presumably to clarify something, but he did not say what was in the letter). I then immediately asked, "Okay, but what about to shareholders, why wasn't that information clarified in a PR or letter to shareholders?" Kent replied that "no one asked." (Apparently the gravity of the implications were understood clearly enough to be sure to go on record - legally, and presumably with a verifiable paper trail - with notification to the author of the misinformation; I do not understand why it was not at least as important to clear the record with existing shareholders and others in the public who may decide to invest or not to invest their hard-earned money - those who definitely stood to gain or lose most directly from fact or falsehood)
8. I asked about additional filings/reports that also clearly state that a merger between ORT LLC and TDEY had been executed. I began to give examples, such as Notes 1 & 6 in the September 30 Q3 2015 Footnotes document:
Note 1 – Organization and Basis of Presentation
3D Entertainment Holdings, Inc. (the “Company”), operates through its wholly owned subsidiary 3D Eye Solutions,
LLC, which is a service provider and integrator for the stereoscopic media industry and which owns proprietary
technology to convert existing 2D content into 3D both with and without glasses. During the 3rd quarter of 2015, Oak
River Technology, LLC (Oak River) which specializes in individual and group payment, collections and remittance
solutions. They offer unique solutions for payroll deduction, automatic deductions from checking accounts, along
with benefits to the creditor/recipient of the payments, was merged into 3D Entertainment Holdings, Inc.
Note 6 – Significant Event
During August, 2015, the Company merged with Oak River Technology, LLC. As part of the agreement of merger, the
then existing assets and debt of the Company were sold, liquidated, disposed of, or extinguished. In addition to the
actions taken with regard to the assets and debts, the outstanding shares of preferred stock were returned to the
Company and cancelled. The balance sheet, as of September 30, 2015, includes only the assets and liabilities of Oak
River, whereas, the statement of income and expenses includes the activity of the Company for the first two quarters
of 2015, plus the activity of Oak River for the 3rd quarter.
This further-probing question was not answered, but rather was met with a frustrated reminder that (paraphrased) "the details of the merger that took place were plain and clear for everyone to see in the material definitive merger agreement, and that the only part of ORT LLC included in the merger agreement was a license for the insurance vertical market." (again, I have no idea where that might be - I have been all over all filings and records that I can find, and there is/was nothing to be found... only documents filed to OTC Markets which indicate otherwise; a merger is a merger, not a license agreement. So what is the merger agreement, with TDEY and what entity, if not ORT LLC as indicated in the filings??? If there was a ORT LLC license agreement with ENDCO or UWB and TDEY was to acquire or merge with one of these ORT LLC subs, then filings should have stated that - not a merger between TDEY and ORT LLC. (3D Entertainment Holdings, Inc., Signs an Acquisition Deal With Oak River Technologies, source: http://finance.yahoo.com/news/3d-entertainmen...0719.html).
My General Opinions / Observations
It seemed clear to me that Kent wanted to keep the conversation focused on the "fact" that he never did anything that hurt investors/shareholders, and that he his attorneys have told him that he is completely "in the clear of any wrong-doing" and that he cannot say anything because of this "scorched earth" trigger that he pulled to start "3-letter big boy" investigations into iHub and FINRA.
It was implied (to my understanding) but never explicitly stated that Kent was being gagged by the authorities, but I have the sense of a strong possibility - since it was never stated explicitly (only implied... that he was gagged by '3-letter authorities', presumably the SEC or FBI) - that Kent was only "advised" by his own attorney(s) to keep quiet. To my recollection, Kent never said the words or letters 'S' 'E' 'C' or 'F' 'B' 'I', but only used terminology such as "3-letter" (authorities). The same goes for the Facebook page being taken down. I did ask specifically about that, but only received the same vague answers about not being able to say / tell anything.
Kent made clear statements more than once to the effect of (paraphrased) "I don't know anything about 'that Hub' site" and "I've never read anything on 'that Hub' site" - giving the impression that he doesn't even know the name of the site or how it works or any of the member names or any of the specifics of any posts. Yet, he did inform me that iHub owners/operators/employees and many members are a bunch of crooks and criminals and, in fact, one of the owners/founders is/was even in prison, a convicted felon. Other comments during the conversation gave me the impression that he knows a lot more about iHub and the members and posts than what he implied multiple times as if, IMO, to lay groundwork for plausible deniability of... knowledge of... something. And then of course there's enough truth in the claims that he makes about iHub and FINRA to make it a pretty useful and, to some degree, an effective red herring.
Oddly enough, there was only one mention in the 39-minute conversation about the previous management and the crap that Kent had to clean up. This is not by my design or control, but it turned out that most of the conversation did in fact rotate around the bigger concerns that I had - essentially verifying my concerns (IMO) about the ownership of the assets of ORT LLC. That is, the LLC has IP that could be monetized in various ways. To learn that somehow TDEY is said to only have a license for only a portion of the potential market is much, much different from what I was led to believe and what I believed I was investing in. Not only that, but saying that it is a "license" leaves many, many questions unanswered. A "license" will often involved residual payments (e.g. royalties) to the licensor, and often licenses are of limited value, for a limited time; and often the renewal cost if/when the original license expires can be exorbitant and/or unaffordable... and can be a way to siphon money from a public entity where shareholders effectively fund a licensor's business with no longterm profitability or upside for the shareholders of the licensee entity.
I lost money here. I'm not happy about it, and of course I'd like to have it back. I believe that I was stupid for putting my money here, but my decision was based on my belief that certain information as presented in filings and communication by company management was lawful, correct and fact-based. For a while I have been thinking that maybe I missed something important because I didn't take sufficient time to carefully review the filed documents, or maybe I made an incorrect assumption. After a more careful review, it is my opinion that my interpretation and understanding of documents was correct and that, I believed what I was led to believe (yes, that means 'intent'
.
Question: What is a merger?
Answer: A merger is the combining of two or more companies. (source: http://www.investopedia.com/terms/m/merger.asp)
Answer: A merger is the combining of two or more business entities . (source: http://smallbusiness.chron.com/company-merger-21903.html)
Answer: A merger is a corporate strategy of combining different companies into a single company in order to enhance the financial and operational strengths of both organizations. (source: http://www.investinganswers.com/financial-dic...rger-1821)
Question: How many times do I have to see 'During August, 2015, the Company merged with Oak River Technology, LLC.' in a financial report - which just happens to be the latest Q filing for TDEY - before I should believe without a doubt that The Company merged with Oak River Technology, LLC???
Answer: Just once.
No one is posting here anymore, so maybe everyone has capitulated and sold for their losses or realized their gains long before now, but here's some info for any who may be interested.
Kent Linduff (830-377-5885) described to me and/or confirmed the following on 3/24/16:
1. Kent told me that he can't say / tell me anything because there is a "scorched earth" investigation ongoing, into xXxx operators, certain iHub members/posters and FINRA. Notwithstanding this assertion, we spoke on the phone for 39 minutes.
2. I acknowledged Kent's assertion that he cannot say / tell me "anything," and then I asked in more ways than one about whether this also included filing financial reports or other filings required for a public entity. I did not receive a direct answer, only what seemed clear to me as to indicate that I should not expect to see/hear ANYTHING from Kent (or anyone representing TDEY) while "the 3-letter authorities" are carrying out their investigations of iHub operators, certain iHub members/posters and FINRA, and that he has no idea how long it could take to resolve... something. (OPINION ONLY: IMO, I should not need to ask about this, the answer should be clear - as long as the stock is being traded, the entity/issuer MUST comply. IMO, at some point, if/when the issuer is sufficiently delinquent per OTC and/or SEC rules/regs, it will be halted. IMO, if the issuer cannot comply due to court order, trading should be halted... but it's not halted - so I believe, in fact, that the only thing stopping the filing of the financials is Kent and/or his attorney's advice. And then of course there is real law - I'm not a securities attorney, and I did not stay at a Holiday Inn Express last night)
3. Claims that there was never a merger between Oak River Technology LLC and TDEY are true, so says Kent.
4. The supposed fact that there was never a merger between Oak River Technology LLC and TDEY "was made very clear for all to see in the 'merger agreement'" (that I have never seen and, apparently no one else can point me to).
5. The connection between Oak River Technology LLC and TDEY, as a result of the "merger agreement," is a license only, for the insurance vertical only. (I have not seen the purported merger agreement and I have no clue about the terms of this license, i.e. whether the license is for 1-year or 1-month, when it may expire and how it may be renewed and at what price, royalties or any of these things). That is NOT a merger, by anyone's definition.
6. Kent's lawyers tell him that he is perfectly clean and has nothing to worry about.
7. I asked how it can be true that there was no merger when, for example, the August 19, 2015 PR "Oak River Technology, Announces Partnership with American Fidelity Assurance for Texas DPS Officers Association Benefits" clearly stated: ' Oak River Technology LLC , a Nevada Corporation, and a wholly owned subsidiary of 3D Entertainment Holdings, Inc., a Wyoming Corporation, dba 3D Eye Solutions Inc. (OTC Pinks: TDEY) (TDEY) has been selected to provide the back office for all premium collection, reconciliation and remittance for the Texas Department of Public Safety Officers Association Benefits Program (DPSOA)' (source: http://finance.yahoo.com/news/oak-river-techn...0944.html). Kent interjected a question before I could finish this question, asking me: "Okay, well who do you think wrote that press release?" As I began to answer Kent's question by telling him that it absolutely appears to be released by TDEY - that it actually does say "SOURCE: 3D Eye Solutions Inc." at the bottom and in every other way appears to be released by TDEY - he quickly interrupted me and explained that it was written by Susan Weed. I immediately asked Kent, "Okay... why wasn't that ever clarified?" Kent quickly answered that he had his attorneys send a letter to (Susan Weed)(presumably to clarify something, but he did not say what was in the letter). I then immediately asked, "Okay, but what about to shareholders, why wasn't that information clarified in a PR or letter to shareholders?" Kent replied that "no one asked." (Apparently the gravity of the implications were understood clearly enough to be sure to go on record - legally, and presumably with a verifiable paper trail - with notification to the author of the misinformation; I do not understand why it was not at least as important to clear the record with existing shareholders and others in the public who may decide to invest or not to invest their hard-earned money - those who definitely stood to gain or lose most directly from fact or falsehood)
8. I asked about additional filings/reports that also clearly state that a merger between ORT LLC and TDEY had been executed. I began to give examples, such as Notes 1 & 6 in the September 30 Q3 2015 Footnotes document:
Note 1 – Organization and Basis of Presentation
3D Entertainment Holdings, Inc. (the “Company”), operates through its wholly owned subsidiary 3D Eye Solutions,
LLC, which is a service provider and integrator for the stereoscopic media industry and which owns proprietary
technology to convert existing 2D content into 3D both with and without glasses. During the 3rd quarter of 2015, Oak
River Technology, LLC (Oak River) which specializes in individual and group payment, collections and remittance
solutions. They offer unique solutions for payroll deduction, automatic deductions from checking accounts, along
with benefits to the creditor/recipient of the payments, was merged into 3D Entertainment Holdings, Inc.
Note 6 – Significant Event
During August, 2015, the Company merged with Oak River Technology, LLC. As part of the agreement of merger, the
then existing assets and debt of the Company were sold, liquidated, disposed of, or extinguished. In addition to the
actions taken with regard to the assets and debts, the outstanding shares of preferred stock were returned to the
Company and cancelled. The balance sheet, as of September 30, 2015, includes only the assets and liabilities of Oak
River, whereas, the statement of income and expenses includes the activity of the Company for the first two quarters
of 2015, plus the activity of Oak River for the 3rd quarter.
This further-probing question was not answered, but rather was met with a frustrated reminder that (paraphrased) "the details of the merger that took place were plain and clear for everyone to see in the material definitive merger agreement, and that the only part of ORT LLC included in the merger agreement was a license for the insurance vertical market." (again, I have no idea where that might be - I have been all over all filings and records that I can find, and there is/was nothing to be found... only documents filed to OTC Markets which indicate otherwise; a merger is a merger, not a license agreement. So what is the merger agreement, with TDEY and what entity, if not ORT LLC as indicated in the filings??? If there was a ORT LLC license agreement with ENDCO or UWB and TDEY was to acquire or merge with one of these ORT LLC subs, then filings should have stated that - not a merger between TDEY and ORT LLC. (3D Entertainment Holdings, Inc., Signs an Acquisition Deal With Oak River Technologies, source: http://finance.yahoo.com/news/3d-entertainmen...0719.html).
My General Opinions / Observations
It seemed clear to me that Kent wanted to keep the conversation focused on the "fact" that he never did anything that hurt investors/shareholders, and that he his attorneys have told him that he is completely "in the clear of any wrong-doing" and that he cannot say anything because of this "scorched earth" trigger that he pulled to start "3-letter big boy" investigations into iHub and FINRA.
It was implied (to my understanding) but never explicitly stated that Kent was being gagged by the authorities, but I have the sense of a strong possibility - since it was never stated explicitly (only implied... that he was gagged by '3-letter authorities', presumably the SEC or FBI) - that Kent was only "advised" by his own attorney(s) to keep quiet. To my recollection, Kent never said the words or letters 'S' 'E' 'C' or 'F' 'B' 'I', but only used terminology such as "3-letter" (authorities). The same goes for the Facebook page being taken down. I did ask specifically about that, but only received the same vague answers about not being able to say / tell anything.
Kent made clear statements more than once to the effect of (paraphrased) "I don't know anything about 'that Hub' site" and "I've never read anything on 'that Hub' site" - giving the impression that he doesn't even know the name of the site or how it works or any of the member names or any of the specifics of any posts. Yet, he did inform me that iHub owners/operators/employees and many members are a bunch of crooks and criminals and, in fact, one of the owners/founders is/was even in prison, a convicted felon. Other comments during the conversation gave me the impression that he knows a lot more about iHub and the members and posts than what he implied multiple times as if, IMO, to lay groundwork for plausible deniability of... knowledge of... something. And then of course there's enough truth in the claims that he makes about iHub and FINRA to make it a pretty useful and, to some degree, an effective red herring.
Oddly enough, there was only one mention in the 39-minute conversation about the previous management and the crap that Kent had to clean up. This is not by my design or control, but it turned out that most of the conversation did in fact rotate around the bigger concerns that I had - essentially verifying my concerns (IMO) about the ownership of the assets of ORT LLC. That is, the LLC has IP that could be monetized in various ways. To learn that somehow TDEY is said to only have a license for only a portion of the potential market is much, much different from what I was led to believe and what I believed I was investing in. Not only that, but saying that it is a "license" leaves many, many questions unanswered. A "license" will often involved residual payments (e.g. royalties) to the licensor, and often licenses are of limited value, for a limited time; and often the renewal cost if/when the original license expires can be exorbitant and/or unaffordable... and can be a way to siphon money from a public entity where shareholders effectively fund a licensor's business with no longterm profitability or upside for the shareholders of the licensee entity.
I lost money here. I'm not happy about it, and of course I'd like to have it back. I believe that I was stupid for putting my money here, but my decision was based on my belief that certain information as presented in filings and communication by company management was lawful, correct and fact-based. For a while I have been thinking that maybe I missed something important because I didn't take sufficient time to carefully review the filed documents, or maybe I made an incorrect assumption. After a more careful review, it is my opinion that my interpretation and understanding of documents was correct and that, I believed what I was led to believe (yes, that means 'intent'
. Question: What is a merger?
Answer: A merger is the combining of two or more companies. (source: http://www.investopedia.com/terms/m/merger.asp)
Answer: A merger is the combining of two or more business entities . (source: http://smallbusiness.chron.com/company-merger-21903.html)
Answer: A merger is a corporate strategy of combining different companies into a single company in order to enhance the financial and operational strengths of both organizations. (source: http://www.investinganswers.com/financial-dic...rger-1821)
Question: How many times do I have to see 'During August, 2015, the Company merged with Oak River Technology, LLC.' in a financial report - which just happens to be the latest Q filing for TDEY - before I should believe without a doubt that The Company merged with Oak River Technology, LLC???
Answer: Just once.
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