How a penny stock company in trouble with creditors and NASCAR reinvents itself and moves on
A NEWS ANALYSIS
By Sandy Farkas
Publisher
In late 2007, troubled hangover remedy purveyor and penny stock company Three Sixty Inc. and subsidiary Rockford-Montgomery Labs were consumed with eluding creditors and unhappy penny stock investors, and defending at least three breach-of-contract lawsuits.
So the companies simply relocated from Athens , found another name, changed officers, and pitched another game.
At that time, Three Sixty, Inc., with ties to self-described entrepreneur and marketing and sales professional Peter Van Dyke, was managed by Bishop, Ga. , residents Michele Shearer and Mark DeMattei.
FROM HANGOVER CURES TO AIRCRAFT PRODUCTION -- OVERNIGHT
Thanks to some creative maneuvers involving the resignation of Ms. Shearer, a share swap (described as a “reverse merger”), a magical change of the name of headache remedy producer Three Sixty to a new name, IAHL Corp., an aircraft company was born in fall 2007.
The company’s foray into the aircraft industry was made by merging with Van Dyke’s Integrity Aircraft Holdings of a Nevis, West Indies . With its new moniker, IAHL announced that the company’s focus had changed from hangover remedies to the “the design, production and sale of aircraft.” The company, under the direction of pump-and-dump penny stock impresario Peter Van Dyke, then announced that his new creation is a manufacturer of aircraft in Nevis .
PERFECT PARTNER
All Van Dyke needed to put an aircraft-related, credible-appearing penny stock promotion together was an existing U.S. airplane manufacturer. That’s how former Albany mayor and Thrush Aircraft Inc. CEO Larry Bays and his partner, Payne Hughes came to the party. In a mid-January 2008 company-wide employee meeting, Bays announced that his company would soon be sold to newly created IAHL, would own Thrush Aircraft and a West Indies aircraft manufacturer.
PRIMING THE PUMP
After Bays’ announcement, Investors’ Hub, a prime source of salted information posted by Van Dyke and players in the penny stock arena seeking increases in the (now) low price quoted for shares of IAHL, describe the merger of IAHL and Thrush Aircraft, Inc. as ”made in heaven”. The “soon-to-be-produced” single engine, twenty passenger aircraft to be built in Albany as “a real winner”, the anonymous Internet posters said.
FACT VS. FICTION (Van Dyke claims vs. the truth)
Claim: IAHL is a “manufacturer of aircraft” in Nevis, West Indies , and Van Dyke serves as the company’s chairman.
Counterclaim: Reporters and others have been unable to locate any aircraft manufacturing facility owned or managed by IAHL, Integrity Aircraft, or Peter Van Dyke anywhere in the world.
Claim: Van Dyke’s offices are located in Australia and in the U.S
Counterclaim: Various reliable sources highly active in the aviation industry contacted in Australia have no knowledge of any Peter Van Dyke or Integrity Aircraft Holdings. No office for IAHL can be found at the Fort Meyers, Fla., address, or anywhere else in the U.S. (Tenants in the Ft. Meyers building listed as the address of IAHL say they are unaware that such a business is located at that address.)
Claim: Statement from an announcement by IAHL on Investor’s Hub: “Peter Van Dyke, CEO of Integrity Aircraft Holdings Corporation, today stated that it has been in the process of developing, manufacturing and marketing a low-cost 20 seat, high performance, single engine turbo prop aircraft to be known as “Integrity”.
Counterclaim: Before proceeding with marketing a fully re-designed 30- to 40-year-old aircraft, its designer/manufacturer must undergo a costly and time-consuming process of intense engineering by a team of aerospace engineers. Then, a lengthy Federal Aviation Administration certification process begins. These steps take three or more years before production and marketing can take place, and require an investment of several million dollars
Claim: Van Dyke said in an Internet news release that the proposed 20-seat single-engine airplane would be certificated and in production by early 2008.
Counterclaim: The FAA and most of its worldwide counterparts will not certify a single-engine airplane for more than nine passengers, plus the pilot. Also, very little, if any of the design data for the original 1970-vintage Pilatus Britten Norman three-engine Trislander would be useful in the design and certification of the single engine Integrity airplane. IAHL has not made any application to the FAA to start a certification program of the Integrity. The three or more-year countdown to FAA certification starts when the FAA receives an official application opening the program, and the end results will assuredly not be a 20-seat single engine airplane
Claim: Van Dyke says he served as district sales manager of Meyer Hydraulics Corp.
Counterclaim: Meyer Hydraulics says Van Dyke was never an employee of the company; rather, he was a vendor.
Claim: Van Dyke says he was educated at Wheaton College , Elmhurst College , Milliken University, and Burdette School of Business.
Counterclaim: The registrar’s office at Wheaton College reported that Van Dyke “…attended courses in liberal arts from time-to-time in 1951-1953 … and he did not graduate.” Elmhurst College ’s registrar’s responded to an inquiry as follows: “Peter Van Dyke -- degree/title: none; attendance period: September 1955 to May 1956. Millikin University ’s registrar reported: “A Peter Van Dyke attended Milliken’s Undergraduate School of Business in the late 1950s and early 1960s, but did not graduate.” Neither Google’s nor Safari’s online search engines reveal the existence of a Burdette School of Business
Claim: Van Dyke was elected to the Kane County, Ill., Board of Supervisors
Counterclaim: Kane County records, which go back up to 20 years, do not list Van Dyke as a former supervisor. The result of a written inquiry at the Kane County Department of Human Resources is pending.
Claim: Van Dyke served the Triumph National Bank Illinois board of directors.
Counterclaim: No such bank is listed in Illinois Office of Banks and Real Estate records. The only U.S. bank using the name Triumph that could be located via search engines Google and Safari is located in Memphis , Tenn. , and the bank’s executive secretary is unaware of any other U.S. bank with Triumph incorporated in its name.
Claim: Van Dyke served as MBW Inc. president.
Counterclaim: Various efforts by reporters and others since November 2007 to obtain specific information on this company from Van Dyke or on the Internet have been fruitless.
Claim: Van Dyke served as Premier Aviation Group Inc. president and CEO.
Counterclaim: The phone number given for Premier is disconnected and Premier is not located at the address listed by Van Dyke in an Internet news release.
Claim: Van Dyke served as Chairman of Jamaica Airlink
Counterclaim: Inquiries to Howard Levy, longtime owner of Jamaica Airlink, a Caribbean short-haul (island–to-island) airline resulted in Van Dyke being described as “...one of the various wannabe air taxi/airline operators that came through the Caribbean some years ago and used every means possible to fleece investors to finance schemes that never work.” [sic] Van Dyke’s claim that he served as chairman of Jamaica Airlink (a legitimate, successful airline) is “an outright lie,” said Levy, who says that that Van Dyke was ousted from his board of director’s position.
Claim: Van Dyke said in late 2007 on Investor’s Hub, “I am interested in moving forward in a positive fashion and doing business … phone 239-277-3883.”
Counterclaim: Van Dykes does not respond to calls to that number, and other telephone numbers listed in IAHL news releases as Van Dykes’ are disconnected.
Claim: Van Dyke says his Integrity Aircraft Holdings Corporation “holds a patent in the United States that protects the Integrity engine installation and the new overall design concept.”
Counterclaim: Aircraft designs must meet FAA certification requirements, but patents are not recognized by the FAA as having any significance. The aircraft being certified must meet the FAA structural and flight criteria for the applied category, along with meeting all other FAA regulations
Claim: IAHL says “Thrush Aircraft, Inc., a major US aircraft manufacturer is the leader in its market sector.”
Counterclaim: The industry leader is Air Tractor Inc. in Olney , Texas . The reported 2007 production of Air Tractor exceeded 80 aircraft by a workforce in the hundreds.’
SUMMARY
As was the case of the failed Three Sixty’s headache remedy, many of Peter Van Dyke’s claims are questionable. He has no aircraft manufacturing company (yet) and he does not have an airplane design that is even remotely close to being certified by the FAA or any country’s civil aviation authority. When, and if, the Integrity is designed and certified by the FAA (as only a nine- and not a 20-passenger aircraft), IAHL will face the daunting task of funding the manufacturing start-up and then trying to compete on the world market with well-established airplane manufacturers.
A prevailing question locally is this: Is Larry Bays fully aware of these obstacles? Also, is Bays aware that there is very little probability of success in the Integrity project?
If the acquisition of Thrush Aircraft takes place – thus, allowing Van Dyke to claim ownership of an aircraft manufacturing facility – and, with or without Bays’ continued collaboration, the story can be successfully hyped (“pumped and dumped”) to penny stock investors. As was the case of the failed hangover remedy scheme, a lot of money can be made from penny stock sales, leaving hapless, short-sighted investors with nothing and, as was the case with Three Sixty, leave considerable creditors at bay.
In one of his many hyped Internet announcements, Van Dyke said that by merging with Thrush -- “a major aircraft manufacturer” -- the synergies would benefit both entities.
The probability of that happening appears highly unlikely
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6 comments:
The editorialized article contains patently false information about the history of IAHL Corporation and the present management. The article's incorrect statements warrant an investigation and a retraction. As the manager of an investor group that purchased IAHL shares on the public markets, the article is quite disturbing with its brazen misrepresentations of the facts which we thoroughly investigated.
1. The article implies that the company converted from a medicine company to an airline company via a share swap. This is incorrect. The company was a hotel management company which was bought by an agreement with Michelle Shearer of Rockford Montgomery Labs. Under the terms, Ms. Shearer had to pay for the preferred shares to take control. While Ms. Shearer represented she owned the shares to the public, the truth was she never paid for them. Subsequently, the persons who held the shares as collateral determined that she misrepresented the potential liabilities to them. They made an inquiry to Ms. Shearer and voiced objections. Ms. Shearer responded by rescinding the merger and cancelling her purchase of the shares of the company. The persons with control had the Hobson's Choice of suing Ms. Shearer to complete the deal or simply taking back the corporate shell and finding a new business. They chose to simply accept the cancellation and move on. There was no share swap as falsely claimed in the editorial.
2. Mr. Peter Van Dyke had no affiliation with Shearer or the company until after Ms. Shearer rescinded her agreement to buy the shell.
3. After Ms. Shearer rescinded the merger, the owners of the preferred stock met with Mr. Van Dyke and agreed to sell him the shares so that he could put his start up airplane company into the shell.
4. The editorial falsely brandishes Mr. Van Dyke as a "penny stock impresario." How this claim came to be seems amazing because, prior to the purchase of the shell AFTER Ms. Shearer rescinded it, Mr. Van Dyke had absolutely no past involvement with any penny stock company. We did myriad investigations of Mr. Van Dyke, and he has never been involved with any pink sheet or OTC company to our knowledge.
5. The article then brandishes the company as, "Priming the Pump." Pumping a pink sheets stock normally involves paying promoters to sell the stock and to publish glorified articles in exchange for shares. IAHL has not engaged in any form of marketing its stock. The transfer agent of the stock is open to the public and will announce the outstanding shares to all. There has been no promotion whatsoever of the stock except a few $300 Marketwire Press Releases to announce the negotiations and definitive agreement-- all of which appear to be materially accurate.
6. Peter Van Dyke is not a member of Investorshub. To our knowledge, he has never posted on a public stock forum. There is no person affiliated with the company known to be posting. The comment "made in heaven" was posted by an anonymous poster, not Mr. Van Dyke. Investorshub contains anonymous posts from anonymous investors. There is no evidence whatsoever that the "made in heaven" opinion came from any company official. However, the Thrush deal does seem to be made in heaven as it would: (a) Provide Thrush a vehicle to obtain Regulation D investors and financing while (b) giving the present shareholders a windfall opportunity with Thrush's business involving verified sales, revenues, and customers. As such, "made in heaven" is a fair comment for an investor to make.
7. The article makes the spurious insinuation that the company is not a "manufacturer of aircraft." However, if the editorialist carefully examined the due diligence that the investors reported while investigated the company, there would have been no need to attack the company's phrasing. The investors have publicly investigated the Integrity airplane and the company has the shells of several airplanes in a warehouse. The company has designed plans to modify the existing plane design to make it more efficient. The company needs funding to complete this operation. The plane has been discussed in testimony before Australian aviation authority board members and links to the testimony have been provided on Investorshub by the investors.
8. The company and the investors are quite aware that the plane is not going to be manufactured in or used in the United States. This has been discussed repeatedly on Investorshub (which, as stated, Mr. Van Dyke is not a member).
8. The article falsely depicts the company as having misrepresented its office location. The company is a Nevada corporation and has a statutory resident agent in Nevada as required by law. Mr. Van Dyke, who resides in Florida, has arranged a part time office in Florida. He never claimed or represented that he has a full time office there.
9. The article falsely claims that Mr. Van Dyke does not return calls made to the telephone number listed on the most recent press releases. This simply is not true. Mr. Van Dyke repeatedly returns calls to investors. The moderators of the Investorshub board, including Angelhillcorp (a respected investor who does due diligence and investigations of these companies) and Major Damage have both stated they spoke with Mr. Van Dyke. Both of these investors have no affiliation with the company whatsoever except they bought the stock on the open market. Angelhillcorp (ceo@angelhill.us) will be happy to verify this information telephonically. Many other investors have stated they spoke with Mr. Van Dyke as well. While the editorialist implies something is wrong with the fact that Mr. Van Dyke does not answer the telephone listed on the press release, it must be kept in mind that federal law, particularly Regulation FD, prohibits Mr. Van Dyke from providing information to any person that is not disclosed publicly. Furthermore, hundreds of investors call the numbers on the releases and companies must screen the calls. When Mr. Van Dyke returns calls, he is limited in what he can say. He cannot provide information other than what is already released publicly.
10. The article claims that "reliable sources" have no knowledge of Mr. Van Dyke or the Integrity Aircraft. The integrity project is an old one. It has been discussed in filings dating back to 2003. See, e.g., http://www.aph.gov.au/House/committee/trs/aviation/sub175.pdf . As such, the "reliable sources" who never heard of the Integrity may not be as reliable as the editorialist suggest. On the contrary, the editorialist did not and cannot say that the "reliable sources" actually investigated the existence of the Integrity or Mr. Van Dyke's affiliation with it.
11. The editorialist complains that the telephone number in the prior press releases of IAHL is disconnected. The contact information in a press release is for reporters and persons of interest to contact the author on the day of its submission. It is not, and never purported to be, the permanent number of the company. The telephone number for Integrity is 239-277-3883. This is what is and has been listed on the Pink Sheet's website (pinksheets.com) for the company. Pink Sheets is the company that handles trade quotations for the small cap stocks such as IAHL. That is where an investor would visit to learn how to contact the company. Perhaps the editorialist may wish to do the same.
12. The editorialist complains that the company's holding patent rights by assignment is not the same as the FAA having approved the plane. Nobody said it was a distinction without a difference. On the contrary, the patent is what holds value whether IAHL manufacturs the plane or another company chooses to. Furthermore, as repeatedly stated, the investors are quite aware that the plane has no intention of being flown in the United States. It is an "island hopper," and the market was neven intended to be the United States. That is not to say that the company will never have the plane certified there, but it demonstrates the editorialists zeal for attempting to bring IAHL into a dark light.
13. The editorialist claims that the company's medicine product was a "failed headache remedy." Again, there is no evidence that the product failed. What failed was Rockford Montgomery Labs' fulfillment of the terms of the acquisition of the shell, and it is in no way a reflection on the present management of the shell. Quite frankly, the investors, the company, and the preferred share holders were victims of Ms. Shearer's misrepresentations in regard he intent to purchase the company and merge Rockford Montgomery into it. On the one hand, investors were disappointed. However, it was probably a blessing in disguise since RML had incurred -- prior to merger or any announcement of merger -- liabilities from advertising.
14. The editorialist infers that the statement that Thrush Aircraft is the leader in the industry is somehow a misrepresentation. While Air Tractor may sell more planes, and have more employees, Thrush presently has 79 employees. The "leader" claim is based on more than just sales and size. It also includes factors such as reputation, quality, etc. Thrush is certainly a leader in the industry, having planes sold in 80 countries.
15. The editorialist concludes that the company is engaged in a "pump and dump." A "pump and dump" involves a company issuing hyped press releases while simultaneously diluting its common shares through nominee Regulation D investors without the knowledge of the common shareholders. In an incredible move by management, the transfer agent routinely gives share structure information to anyone who asks for it. If there's a pump, there's no dump to accompany it as the editorialist ignorantly suggests. It's quite unfortunate to brand a company that simply issued a couple press releases, engaged in no stock promotion, no SPAM, no fax blasting, no paid promotion, and no telephone boiler rooms as a "pump and dump." In fact, it's most likely libelous.
The editorialist seems to forget that the people who frequent investorshub are experience investors who chose to invest in high risk stock. The company's history, spanning many years from the viewpoint of the investors, is available for review.
A red flag is raised not when investors talk about a stock on a bulletin board and the company only issues press releases. On the contrary, the warning is when uneducated consumers and investors are duped into buying high risk stocks through SPAM, paid newsletter promotion, and shady telephone solicitors. Your editorialist should educate herself on the difference.
Great post over all Sandy, though you may have pushed it a little in some areas.
in reply to evilman:
Has Mr Van Dyke retracted any of his false claims? After your thorough investigation, did you inform your group of investors of the misrepresentations Mr Van Dyke had made in his PRs?
Did Ms Shearer have anything to do with the hotel company?
Didn't the medicine company end up in a very similar boat as the hotel company?
I do agree that IAHL nor Mr Van Dyke should not have been singled out as or accused of the Pumping. There are plenty of bag holders and front loaders out there doing it for them.
During your thorough investigation, what name did you find IAHL listed under in Nevada?
evilman, your ramblings are nothing more than excuses made from someone who has already parted with their hard earned money and trying to justify it.
You seem to be fairly well versed in the rescinded merger between TSXT and the hotel management company. Since it was this company who Peter Van Dyke had the previous relationship with, could you disclose who the principles of that company are?
My only mistake was that I meant Delaware not Nevada.
We all know the past of the company. The company was a hotel management company known as IBAC. The President was Edward Hayter. The hotels, unfortunately, could not be maintained due to a bad economy in the area and were foreclosed by consent.
The shell was sold to Michelle Shearer with an agreement that 100% of the stock of Rockford Montgomery Labs would be put into it.
Ms. Shearer concealed the outstanding liabilities that she entered into on behalf of RML *PRIOR TO* the merger.
Apparently, Ms. Shearer never paid for the preferred shares of the company.
Ms. Shearer cancelled and rescinded the merger, the shell was repossessed as it made no sense to continue with Ms. Shearer because the debt would not benefit the company or the shareholders.
At that time, Mr. Van Dyke purchased the preferred shares. He is the control person of the company as owner of the preferreds.
Mr. Van Dyke has absolutely no relationship with Ms. Shearer.
But PlayerHayter knows that, note his name, and his public posts on investorshub.com.
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