POSITION PAPER

August 12, 2005

 

SHORT SELLING COMBINED WITH FRAUDULENT STOCK MANIPULATION

Submitted by Gregory J. Halpern – CEO, Circle Group Holdings, Inc.  (CXN: AMEX)

Mr. Halpern is the Director of the Midwest Regional Chapter for the CEO Council

 

 

Small Business Hurdles

The millions of small business professionals that own and operate small companies in this country produce a majority of America's private gross domestic product, most of the taxable revenue to the treasury, and most of the new jobs every year. Between 1990 and 1995 they created 76 percent of America's new jobs. In 1998 alone, this sector created 31 million new jobs in nearly 900,000 new companies. And this trend is expected to continue. A crucial component of our domestic economic engine is the ability to create funding through access to the capital markets. Everyone who owns or runs a publicly traded small business knows the hurdles that they must overcome in order to make their business successful, including obtaining funding, completing all of the regulatory filings, competing for market share, and compliance with Sarbanes-Oxley with the outrageous cost burden it imposes, to name a few.  Small public companies, and many others with the goal to get to the capital markets accept all of this, plus long hours, late nights, and weekends as what it takes to grow their business, improve the world with their products and services, and create wealth for themselves, their employees, their shareholders and the economy.

 

But small public companies and their shareholders are facing a severe problem, and they are looking to the Securities & Exchange Commission, the Justice Department, and the F.B.I. to help them get urgently needed relief. The problem is that short selling is being intentionally combined with fraudulent stock manipulation to destroy the value that small American businesses in the capital markets work so hard to achieve. The points contained in this position paper have tremendous merit for all small public companies but it must be pointed out that it was written with a bias because our company, Circle Group Holdings, has been under constant attack from a well-organized group of criminals for over a year and a half. Our management team and employees, who are all owners of the company’s stock, are tenacious, tough minded, fighters of injustice, with multi-faceted business experience and backgrounds in martial arts. Thanks to our intestinal fortitude learned from these backgrounds, we have survived the attacks, and fully expect to survive any additional attacks. From early 2004, until the present, Circle Group has successfully battled its attackers by getting several public web sites and chat boards to remove malicious phony content, getting a protective court order and winning motions on cutting edge Internet jurisdiction issues. We found out through this experience that one of our attackers is now a defendant in other securities matters and is currently being prosecuted by the SEC for another unrelated stock fraud. Tragically, many other small public companies have gone out of business. Still more will not survive the attacks or mount any serious defense against the perpetrators who work in hiding, often live and/or operate off shore, have completely phony identities and are cloaked by the anonymity of the Internet.

 

For additional perspective our company, Circle Group Holdings has a legitimate natural food technology solution for obesity called Z-Trim that was developed at the U.S. Department of Agriculture over many years with significant amount of taxpayer dollars. Many anonymous attacks have been made against the company and its personnel in particular saying that Z-Trim is a scam. Except for bashers, no one on the planet has even suggested that Z-Trim invented by one of the world’s most influential agricultural scientists, is a bad invention. Yet the bashers who attack the company, post numerous outrageous lies about Z-Trim. It is amazing that the number one health problem in the world today is obesity, and this outstanding technology could reverse the course of this devastating disease, yet here is this group of criminals posting lie after lie with their only goal to destroy the value of the company’s equity and shareholder value. Many innovations and inventions that could have benefited humankind will never get to market because of the companies that were destroyed by these criminals.

 

When just looking at approximately 5000 small and micro-cap companies that have an average issued and outstanding share total of 40 million shares, and multiplying that by an average $5 loss on share value, we estimate the losses to investors to be at least a trillion dollars annually. The number is probably a lot higher when you factor all the other companies attacked and then lost jobs, potential new economies of scale that never develop, lost capital markets formation, increased cost burdens on government and families to support those individuals wiped out, lost individual and corporate taxable revenue to the treasury, lost improvements to our lives from innovation that does not occur, and lost investor confidence in the emerging markets as well as erosion of the American Dream.

 

Therefore, the primary objective of this Position Paper is to provide valuable information and suggestions that if heeded, and if existing laws are enforced, will help countless companies and their shareholders avoid suffering this fate in the future. Without help, many companies will not survive, and many more will have their shareholders’ value severely damaged. The criminals who perpetrate the attacks being discussed here are bold, well organized economic terrorists who commit securities fraud daily, without punishment, and who benefit immensely from the technological advances of the Internet and the economics of regulatory authorities who are challenged to justify the cost of pursuing these crimes. After a miserable half decade in the capital markets, if the economy is to ever improve in a noticeable way, this problem must be fixed. While serving large corporations to better prevent rampant fraud exposed in recent times, Sarbanes has not served small business in any way to restore investor confidence in the market as evidenced by the lack of capital market investment and investors continued knee jerk reactions to nearly every piece of daily news. The good news is that the legal system in place, if utilized as suggested herein, already provides the ability to remove most of the current network of criminals from the capital markets and restore investor confidence, thereby stimulating many other areas of our economy.

 

The Growing Problem

Unscrupulous speculators have found ways to short stocks and then manipulate companies stock prices lower by continuously attacking the companies on Internet financial chat boards, websites, and through other highly illegal and unethical means.  Agents for competitors or shareholders of competing companies’ stocks may also make these attacks for obvious reasons. The bloggers and bashers spend their days, nights, and weekends, viciously attacking the companies they short with continuous false disparaging chat board posts about the companies, their management, employees, products and investors.  Some of these shorting syndicates and other bashing groups are well organized, but all have one goal in mind, posting defamatory negative false or distorted information in an effort to severely damage a company’s reputation and stock price. Some bashers also utilize so-called “watchdog” websites to attack companies, but only after alerting their subscribers that they are going to issue a negative report about a targeted company.  This gives their subscribers the opportunity to get a solid short position before the attack begins, thus creating additional short or negative pressure on a stock. These activities constitute securities fraud.

 

One listed company sells a homeopathic medication to reduce the duration of the common cold.  The company was attacked by a group that called for a class action suit for users of the product who suffered a loss of smell from using the product.  A website posted this information encouraging people to contact them to discuss potential legal actions against the company.  A Dow Jones newswire article reported on these so-called consumer complaints about the product and their loss of smell.  The company has given assurances that it adheres to FDA guidelines and restrictions and was unaware of an FDA inquiry into the safety of their product.  As a result of the group that attacked them and the news articles that followed, the company’s stock price began to drop, and kept dropping until their market cap was cut to less than half.  The number of people who signed up to be a part of the class action suit against the company turned out to be only two, a husband and wife. They both claimed to have some loss of smell from using the product, but only after the website and news article came out. The stock recovered some of its huge drop once people realized that the claims made against the company weren’t what they first appeared to be.  Unfortunately, the stock price has only gone up to a portion of what it lost, and the shareholders who lost in excess of several hundred million dollars are the ones who suffered as a result of this.  

 

How They Operate

The criminals are short-selling bashers, and illegal stock manipulators, who repeatedly post outrageous known lies or distorted half-truths with a dogged determination and single-minded purpose – use any means possible to drive the stock price down.

 

In the small and micro cap market, most increases in value to a stock occur when more people buy more shares. Any such occurrence will automatically result in relentless postings that the company is a pump and dump scheme. The bashers will post as many as a dozen posts at a time under multiple aliases in order to dominate a chat board.  On some message boards that give you the option, they continuously post under multiple aliases with a strong sell sentiment, even if they may only post about the weather or some other nonsense post, so that a person visiting that chat board would see an overwhelming majority of the posts and posters with a strong sell sentiment. They disparage the company’s products, employees, management, business plans, and anything else about the company so they can create serious doubt about the company in the minds of investors and potential investors. They post their opinions but make them appear to be facts. They make very slanted interpretations of anything the company does as if they were giving an expert analysis, with their conclusions always being the most negative they can be.  When the company issues a positive press release, they state that the press release is all hype, released only to increase the stock price.  If an insider makes a sale or exercises an option, they post false claims that management is dumping the stock because it is getting ready to drop. They ask questions about the company and its products such as: “What studies have they done to prove that their products are safe?” and “What’s to say that their products don’t cause cancer?” and “Don’t you think that the SEC should look into the way this company does business?” All comments made are negative or are cleverly and carefully worded posts intended to damage the company, by either giving people the idea that the company’s products are unsafe or cause cancer, that the company’s management is incompetent or dishonest, or to make people think that the company is doing something illegal and needs to be investigated by the SEC.

 

Honest investors, who happen upon the board, will often get buyers remorse from seeing an overwhelming negative sentiment and immediately “panic sell” the stock, which creates additional downward pressure and serves the criminal campaign well. Occasionally, an investor will attempt to say something positive about the company, but the resulting attacks on them will be vicious, thereby hurting their confidence in their investment decision and causing them to promptly abandon the board and usually the stock altogether. They simply do not realize that the bashers are on the board 24 by 7 because that is their job. That is how they earn their living.      

 

There is No Limit to Their Efforts

There is no limit to what the bashers will do to try and drive down a stock price.  They constantly make statements about how bad a victim company is managed or how incompetent it’s CEO is and call for shareholders to ask that the CEO be replaced. Another common practice is to make harassing phone calls to a company’s customers and suppliers and flood them with negative questions and comments about the company, its products and its management in order to damage the business relationships that it has with these companies. This practice has and will continue to destroy many new, existing, and developing business relationships. Bashers make posts about forming shareholder class action lawsuits against management and directors and intimate that the SEC should be investigating the company for fraud and lots of other securities violations.  They encourage investors to contact the SEC about all of the supposed improprieties of what they refer to as the “pump and dump scheme” company. 

 

Bashers will also send messages to the SEC, and other government agencies that might affect a companies’ business, with accusations of wrong doing by the company, and its officers and other employees. As a result, a company might get an inquiry from a well-meaning employee of the Better Business Bureau, FDA, NASD, the exchange the company trades on, or various others. Even though the company is able to answer such an inquiry, for a small company this is time consuming, costly, and diverts valuable limited resources away from the company’s actual business all to the gleeful delight and self serving interest of the criminals while assisting greatly in the success of the illegal manipulation.

 

Bashers post predictions of a much lower stock price in the near future to convince existing stockholders to sell so they don’t lose all of their investment. They make statements on a regular basis about the company being de-listed or going bankrupt, and they attack any shareholders that try to post anything positive about the company in an effort to defend it against the bashers. One website targeted companies by posting press releases about their victims, and misrepresenting them to look like they were produced by the SEC. That same website posted information that made it look like every company it reported on had their trading suspended or was being investigated by the SEC. The owner of the website is being prosecuted for securities fraud on another matter.  As a result of those postings, each company’s stock price dropped dramatically. Why do the bashers do this? They do it to scare as many potential investors as possible away from purchasing the stock, and as many existing shareholders as they can into selling the stock in order to drive the stock price down. Again, as you can start to see, it all has a premeditated and cumulative negative effect.

 

Companies Are Slow To React

Companies that are attacked in this manner will often times ignore it at first, as just some disgruntled former employees. Depending on how aggressive and coordinated the bashers are, a targeted stock can drop quickly. The companies must then take notice and deal with the problem. They will get calls on a daily basis from shareholders that want to know about all the negative things that have been posted about them, and why the stock price is dropping.  They want to know if the SEC is really investigating the company, or if there are class action suits pending against them or if their products are safe or not. The companies will then have to be in the business of following the various chat boards to see what is being said about them so that they can respond to their shareholders and potential investors that call them. This is not only an added expense in time and money for the company, but it also distracts them from the task of building their company and running the day-to-day operations of their business. 

 

Companies that try to defend themselves through legal means will face still higher costs and an even greater waste of resources that make this activity difficult and expensive. Regardless, nearly every activity the bashers undertake is illegal, not policed, and designed to be totally self-serving and cumulative – and it almost always works. But when it doesn’t work enough to destroy most if not all the value, more bashers will be employed to expand the fraud by making the population of unhappy investors look even larger.

 

As the stock depreciates, the funding that most bootstrapping entrepreneurs need to grow their emerging businesses dries up, even though the extreme costs of being a public enterprise do not decrease. This leads to the loss of jobs, GNP, additional erosion of investor faith and the decline of economies of scale. 

 

The Deck Is Stacked Against Small Business

The bashers claim to be protected by freedom of speech under the First Amendment. The problem with their argument is that what they are doing is illegal and fraudulent stock manipulation at the criminal level, defamation and tortuous interference with business relationships at the civil level. Chat board providers claim immunity from prosecution in anything relating to what is posted on their chat boards. In the late 1990’s, in an effort to allow free flow of content in the Internet, the Communications Decency Act, was enacted to protect Yahoo, AOL and other web portals from liability whenever posters put up content that was illegal, immoral or otherwise objectionable. So for example, if our children chatted with a masquerading Internet predator or saw pornography on an AOL website, then AOL would not have any responsibility.

 

The Act is now a shield of immunity for internet service providers and message and chat board companies that shy away from the moral responsibility due solely to the costs and resources they claim are needed to remove illegal, fraudulent, defamatory or otherwise destructive content. They have abuse departments who can only be contacted by email, and that only very selectively take any action against posters for violating their terms of service policy.  Basically what it has turned into is an environment where anyone can post anything they want about a company no matter how far from the truth that is, and the company has very little, if any recourse against the anonymous person. Yet such a post can cause severe damage to the company and its future.

 

Anonymous and Untraceable

Bashers can work alone or with other bashers to attack a company, and post their attacks using multiple aliases to hold a conversation that appears to be among more than one poster, in order to give visitors to the chat boards the impression that there are many people sending these doomsday messages, and giving the attacks the appearance of credibility. The bashers use multiple aliases, anonymous email accounts, roving IP addresses and public access points, as well as other methods to avoid being traceable.  Here are some of the comments that were made on one of the basher websites.

 

“Don't even bother trying to ID the account.  It was created at the New York Public Library, Fifth Avenue location, and is only accessed through proxy servers.”

“Who are we?  Your worst nightmare! “

”Imagine an anonymous team of professional researchers and writers  with a network of mainstream contacts and all the investigative tools the Internet has to offer digging into your scam. Imagine a flash mob featuring you popping up overnight at twenty anonymous sites and sent to major news services via a news feed.”

”Here we are. And with anonymous proxy servers and public hard-wired and wireless Internet access points, there isn't a damn thing you can do about it. By the time you intimidate one of our free host sites to kill a report; it has been copied and mirrored ten times.”

 

There are also websites set up that offer to drive a company’s stock price down for a fee - NEW FROM FAKE - THE "DEATH STAR" FAKE's Bulgarian programmers have finally perfected the ultimate weapon of stock mass destruction.  Basing their model on former Blinder and Robinson Broker Wendy Gordan of South Florida, FAKE has produced the last word in piss poor pump bots. With an unprecedented record of thirty total price collapses and massive reverse splits, put this MOAB of pump bots to work for you today! Wondrwen can drive a price to zero bid in three months or less, guaranteed by FAKE.

 

FAKE's business philosophy is simple: We are in it for the money. Period. We don't care who gets hurt, what companies get destroyed, or what innovative or lifesaving products never see the light of day!!  We are here to get ours, and yours.  FAKE the rest of them!! That is the attitude customers appreciate from a professional paid basher organization.

 

 

Why Have Financial Message Boards?

Message boards such as Yahoo, Raging Bull, and Silicon Investor give investors the opportunity to share their views and comments as they may relate to specific stocks or general investing. But they also allow disgruntled former employees, competitors, stock manipulators and others to post their negative messages. In many cases these negative posters have "shorted" a stock and want to do all that they can to see the stock price move downward. Negative posters usually don’t work alone.  They team up with other “bashers” and gang attack a company.  

 

The ISPs, and message and chat board companies have the best of both worlds. They are essentially immune from prosecution for any content that is posted on the websites or servers that they control, but they reap the benefits from all of the ad and other revenue that is generated by the banner and pop-up ads and services that appear or are offered on their websites and message and chat boards. This lack of accountability is a conflict of interest and needs to be remedied.  The conflict of interest is very apparent when abuse complaints that are made by individuals and will they actually do anything to remove the abuse, even though they have this as an option as spelled out in their companies for posts that violate a provider’s Terms of Service Policy pass with no action to remedy the abuse. They send auto-reply emails which tell you to use their profanity filters, or to put the posters on an ignore list, but very rarely Terms of Service policies. 

 

A Call For Help

Some will say that people don’t pay attention to chat boards, but they do. Ask some shareholders if they ever go to financial chat boards. You will be surprised by the number of people that do. The plan of the basher is to create havoc and cause sincere investors to lose confidence in the targeted companies. One poster we identified has made over 70,000 posts attacking various companies and hurting shareholder value. These bashers know that nothing will happen to them for doing this, and they feel that they are protected by the anonymity of the Internet, Freedom of Speech, SLAPP legislation and Internet jurisdictional issues, so they continue their relentless illegal attempts at manipulating stock prices of small businesses across America. Posting negative information about a company on public message boards isn’t illegal. However, intentional misinformation is actionable by governmental authorities, whenever it affects the trading price of a security. When contacted about this problem, the FBI said that they understand and are well aware of this problem. They explained that they have successfully prosecuted such cases but at too high of a cost and without recouping of significant monies afterward to warrant future action. Actually, their main focus currently is identity theft, which admittedly is a huge problem.  

 

These bloggers and bashers for the financial gain of criminals and the support of economic terrorists are intentionally damaging shareholder value. This activity is illegal and needs to be stopped immediately to restore the smaller capital markets. This will in turn lead to the eventual and positive restoration of the overall capital markets and then finally the overall economy.

 

With this Position Paper we respectfully request that the SEC, in conjunction with all other state and federal law enforcement agencies, utilize the laws that already exist and are available to make the pursuit of these criminals a top and immediate priority. Companies with chat boards and phony web sites need to be forced to remove false content and turn over all records related to those individuals. We ask that the SEC expose, prosecute and convict these cyber criminals; it is the correct legal and moral activity to undertake at this time. Publish their real names on lists similar to what is now done with convicted child molesters so that service providers can guard against such criminals in the future. Making examples of the current batch of stock fraud cyber criminals, and then keeping the boards clean in the future, will have a profound positive effect on the capital markets and ultimately the economy. Although there are many phony web sites, there are truly only three influential chat boards where the problems are proliferated as described above. Yahoo alone receives, and profits immensely from over one hundred million investor hits per day, so putting pressure on them will cause its management to be influenced into becoming responsible for the crimes committed without hiding behind the CDA. Investor confidence needs to be restored, and this is one problem that has to be addressed and remedied in order for that to happen. Small public companies need the SEC’s help in this matter immediately to put these criminals out of business. Contrary to administrative sentiment, it would take very few resources to fix this problem. The criminals engaged in this activity are certainly cowards, as they do everything they can to retain their anonymity. For the reasons mentioned herein, it will require only a small amount of low budget intervention and prosecution by Federal authorities to insure that criminals are not so brazen and eager to attack small public companies in this manner in the future. Only then can the goal of efficient small company capital formation be achieved.