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    SumichrastNASDAQ

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    47 views27 pages

    Sumichrast NASDAQ

    Uploaded by

    sharesleuthdocs

    Copyright:

    Attribution Non-Commercial (BY-NC)
    Download as PDF or read online from Scribd
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    of 27
    FROM (TUED 1B 12:12/8T. 12:11 /No. BBDDDO0410 P coresgena 12:28 GLOBAL CHP. RTS, sreseasees7 | P.8t @ NASDAQ ‘October 10, 2001 Avance Copy vs Fatinie ‘Mr. Martin A. Sumichrast Chairman and Chief Executive Officer ‘Global Capital Parmers, Ine. ‘9000 Fairview Road, Suitc 1410 ‘Charlotte, North Carolina 28210 Re: Global Capital Partner, Inc. (GCAP) Dear Mr. Sumicheast: . Based on out review ofthe public diaclonured of Global Capltal Partner, Ino. (“Global ar the ‘Company”) snd the Company's responses to our txuires, the sta has concluded that the ‘Company 00 longer qualifies for inelasion inthe Nasdag Stock Market. Our concturin is based on the broad discretionary authority of Madeiplice Rules 4300 and 4330, which provide authority wo deny continued incluslon of scutes i ord: to malataln the quali of, andthe“ ‘public's confidence in, the Nasdaq Stock Market “Our conclusion is also based on the Company's current inability to meet certain quantintive nquitemens for continued inclusion on the Nasdaq Stock Market. Shuronary ‘As discussed below, the staff's investigation revealed that one or mare persons with significant regulatory histories beve become involved withthe Company. In the fall of 1999, Global extered into an arringezeat to tell large block of its shares through a conduit, an entity Belle Holdings) purportedly controlled by its Chairmin. ‘The purchaser of thove chars, Refd Breiman, appears to be ecting on behalf of, or in cose association wib, the pereods widh regualory Fsories, including Mr. Regia Foisino a disbarred lawyst and convicted feloa, By March, 2000, ‘Mr. Breitman was the largest shireholder of Global; contiolling over 18% of the Cormpany's ¥ pute A100 of th Res of he Nevleg Stock Marke sams that “The Asocaton.wil xcrciue Wr dvertonary sehr car the eal end concn Incl of wvaey a Natag i er aint quay ad abi, ‘conSidence in fa mar. Under eich broad icrecon sad tei te auotky under Rule €290(), ie ‘Association may eny fit nchaton of apply anal ror ange erie or he inital wr conan {achisina ef parca exunita of spend ox usm he eceion of partcar seca bane on my even, Coadition or erumtanoe Walch ex or peur fat make inthe earns inhion of the sears in Na {nadvinale or vawatanted ithe opinion of the Astociniog, ever thoegh the eure mee all exameraed extra for aha or coined ncuron in Noedag.” a el 0 fhe ke Ser Nah a in aeentance with Rule roar herlgr temmtata ner iret qalod were 3 FROM (TUE A retaeee 12a GOEL oP. mS. wreceames? pee ‘Me, Martin A. Sumichrast ‘Octalver 10, 2001 Page sock, Since Mr. Breftman purchated a significant ownership interest inthe Company, Global ‘as engaged in a nusober of transactions involving other couapenies in which Mr. Pontine or his sisociaes ere mown to hava, of ave ad ah imeres. ‘a addition, in une 2000, the Caospany entered into o material transection, the cale of certain ‘European assets; which appears to bave lacked subatance. As a result ofthis rmuaction, the ‘Company disseminated three quarters of Eiancial statements thatthe tae behaves were smterially misleading. For each of these three quarters, Global's assets were overstated, to nearly ‘twice thir tue wort. ta one ofthese quarters, Global also inflated its income, more than quadrupling Its earnings? Finally, the Compmny is not currently in compliance with the net tangible assets requirement for fnclusion, nor does it meet the altemative stoctholder’s equity threthold. Bockground I ‘The Conspany wis formed in 1993., Frora 1993:through 1996; it owned an intaoet jn. hotel and 11996, ‘with offices in various countries in Central and Bastern Europe. Although the intent had bees to ‘expand throughout Cedtal and Bactera Burope, in 1998 the Company modified its business sizategy and, tat year and the nex, either closed cr sold ts offices inthe Czech Republic, Hungary, Slovakia, Romanis, Turkey, Russia, Bulgaria, Azerbaijan, Croatia and Kazakhstan. n 1999, it re-entered the Czach Republic through the purchase of a minority interest in a Czech Dusiness, “Meanwhile, in 1997 the Company expanded its operations in the US. through the acquisition of an oxitting Now York-based broker-dealer, In-1998, the Company continued this expansion by parchasing all of th cuttanding stock of Cohig & Associates, a Denver, Colorads based investuacat bankiog and brokerage fru, Theos ianuastions were followed by acquisitions of 48 percent of ie outstanding slock of ManeyZoné.com, alt ofthe outstanding stock of The 1B Sutton Group, LLC, an investment banking and brokerage firm, and 55 percent of the outstanding ewusethip interest of Sutton Online, oe. Forts fiscal year ended March 31, 2001, Global reported revenves of $20,229,000, anet lots of (543,890,000) and cash flow from operations af (86,242,000). For esch af the preceding four Siecal years, the Company alto reported significant negative eauh Bow fom operations, The ‘Company’s shares have been listed on the Nasdaq SmallCap Market since June 9, 1995. Bed brief imeline ot esd iaar, pletoe refer soe atacbed cba, G 000056 so0D004I0 P FROM (TUED cd € cere 1217 OBR OP. FNS. sresgereea7 83 Mi, Marts A, Sumichrest ‘October 10, 2008 Pages Uadiselaged Enterett Held by Regis Possino andior Sherman Mazur Ii eppeas that Regis Possino and/or Shertian Mazar hold, directly or indirectly, a signiSeant ‘undisclosed interes in the Company, The waif finds this troubling, siace both Mr. Possino end ‘Mic Mazur bave esimsinal reoords. In 1995, Mr, Poasinn was convicted on one count of federal ‘wire fraud In 1978, he was convicted of affeting to sel] 350 pounds of marijuana to mdercover ‘police officers and, us a result, was subsoquontly diabucred front the practos of Lew ia California Additionally in 1999, an Idaho sate court enjoined x company associated with Mr. Poasino, Pacific Rim Capital, Inc, from future violations of Idaho securities nwa.” The Ydaho ‘of Finance's complaint alleged that Pacific Rirn had tisrepretentd that shares it sold were fteely tradoable, fled to informs investors dat the company wove shares it old hed been the scbjet of an SEC proceeding alleping the fraudulent distibution of unegistered securities, and failed to diselose that some of the shares it sold had originally been distributed ‘offshore and thus had aot been eepictered forsale and were eubject to certain reatrcfons wher resold, 1 1993, Mr. Mane pled guilty to tix and baniouptey fraud charges and was sentenced to six years in prison and fined $250,000.’ According tothe Los Angelés-Times, prosecutors alleged ‘that Mi. Mazur engineered “one of ths bigget tx cs a 108 Ane ‘Tomes farther reported that the prosecution 1M. r _goverunent allegations that he helped support his lavish lifestyle by diverting ebour $1 million to bimself fom some of the 200 rool estate partnerships he ran one of which were in Dankaptey Accorting to ex atle me Wall Stet Joon, ded May 26, 2000, Mr, Pssin pled gully participating ine Gre vebeme Dx weed overvaoed stock w Pan up an invuranee cnipany's balance thee. The article stated at ‘be way serum pcbaton and agreed Wo coopers wi a tere] onaniaed crime tovviguion im tecurtes mates. Fh Wall Seet Jounal, gestions Dog Lite Company: A Cautiooary Tue Peciges aye, Whe Sek Scat Pine te Sv of in an Comme fret 25, “Tape wig os ea ibm tbe ene Cot Cnt ra privy reproved for wreogllly causing a eaployes ako «ke spare Geviarrien, The (aartcund tat Poss ha offered ool 1000 pounds of manna te vaerover afore, ety ‘dicted istoret na leat ocala Beha a te ces Ba wang on etal gros Wan ork ‘archase Wo 10 ograns of cocaine tie mots, that be offre 0 lth undercover ofc $$ mala ‘Tet of lle teary bl or bearer bonds. Fly, he oat found at rg Mi wl Mr. Paso epprosche ett re nd age mene poms ire Be il, Te ly a

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