Klehr is a fairly decent, if cheap, law firm. There haven't been any disciplinary proceedings taken against any partners or Barry Siegel, the guy that did JKP's SEC paperwork.

What is/was Bob's connection to the three owners of IDC Technologies? At least there were three of them when they purchased PacificTradingPost. One of the three was implicated and subject to investigation following a raid on a boiler room pumping-and-dumping stocks that they had business with. I haven't been able to find any SEC charges.

And, while we're on the subject, why did Bob issue a $778,414.05 promissory note to himself through a shell corporation? Perhaps he won't be satisfied with still more stock in lieu of cash, like Michael Koretsky got for his $250,000 note. Or this porn producer, James L. Long, who was, after 3 years, paid only $10,000 of $140,000 owed to him, and settled for still more stock.

Now it's starting to make sense. This company was absolutely riddled with debts, but probably not any more. Let them eat stock options! And more stock options! It's an all-girl orgy of stock options! I never get tired of exchanging cash and services for stock options! Damn you promissory note! Psst, hey, buddy, wanna buy a stock option?

Re: Avi Mirman and his Maximum Ventures, Inc's holdings of JKP (later swapped to Jubilee after the mysterious "letter of intent" for a JKP adult cable channel), I was correct. Maximum was advising Bob and JKP and as a result was paid in company stock--so much company stock he was actually part-owner of the company. The merger agreement refers to Maximum having all but veto power over a number of issues in the agreement.

From the JKP-IDC Technologies merger agreement:

Quote:

2.5 MVI Warrants. Pursuant to Section 3 of that certain Amended and Restated Exclusive Advisory Agreement (the "Advisory Agreement") by and between JKP and Maximum Ventures Inc. ("MVI"), MVI will receive warrants for the purchase of 20% of the shares of the Company Common Stock held by the former shareholders of JKP immediately following the Effective Time at an exercise price of $0.001 per share. MVI shall be a third party beneficiary of this Agreement.




From the same document:

Quote:

(m) Absence of Certain Changes and Events

Except as set forth in Schedule 4.2(m) hereto, since the date of the JKP Balance Sheet, JKP has conducted its business only in the Ordinary Course of Business, there has not been any material adverse effect on JKP's business or operations, and there has not been any:

* * * * *

x. increase in salaries or bonuses or retention of any new
consultant, except for MVI or executive; or

* * * * *

(a) Conduct of Business. Prior to and through the Closing Date, each
of the Company and Acquisition shall:

iii. not pay, incur or declare any dividends or distributions
with respect to its shareholders or amend its Certificate of Incorporation or
By-Laws, without the prior written consent of JKP and MVI;

iv. not authorize, issue, sell, purchase or redeem any shares
of its capital stock or any options or other rights to acquire ownerships
interests without the prior written consent of JKP and MVI;

* * * * *

viii. report periodically to JKP and MVI concerning the status of the business and operations of the Company; and

ix. confer with JKP and MVI concerning operational matters of a material nature.

* * * * *

5.4 Publicity. Any public announcement or press release relating to this Agreement or the Contemplated Transactions must be approved by MVI, JKP and the Company in writing before being made or released.




That was on August 8, 2003. On November 6, 2003--three months later--Avi Mirman issued this press release on a "letter of intent" signed by JKP to own their own adult cable channel, a subject which has never been heard about from any JKP corporate officer again. Less than two weeks later, Mirman swapped his JKP shares with Jubilee. Quite a deal, isn't it?

That "letter-of-intent" press release had an extensive quotation from Bob. Kind of serious, that, if it turns out this "letter of intent" was intended solely to overstate the company's future earnings potential. It's a different world when you're under Sarbanes-Oxley jurisdiction, compared to being a horny old man that likes to fondle twenty year old girls in your sole proprietorship.

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