By Michael E. Miller
By Allie Conti
By Keegan Hamilton and Francisco Alvarado
By Jake Rossen
By Allie Conti
By Kyle Swenson
By Chris Joseph
By Michael E. Miller
But just a few months after University Lab's incorporation, a post appeared on the messageboard for a website called 419legal.org, for armchair investigators who like to bust scams. The poster used the name "Bryan Swan" and claimed to be an ex-stockbroker who had been solicited by University Lab to buy stock. This, he said, caused him to start an investigation of the company.
The poster alleges that University Lab is a "pump and dump" company that in news releases would hype products that did not exist. This latter claim is demonstrably false; the products do exist, though they hadn't been manufactured at the time of the Swan post.
Another claim — that the products' patents are phony — is also questionable. Theodore showed me copies of the patent applications.
The post, however, may contain assertions that, whether true or false, cast doubt in the minds of prospective investors. In particular, it raises concerns about Theodore's business activities in the penny-stock game — and questions about what he did in Canada that precipitated his migration to Florida.
It's not necessary to rely entirely on Theodore's version of events or on the version put forth by an anonymous Internet poster. The choicest, most credible clues about what really happened behind the scenes can be found in Canadian court reports.
The story begins at Infolink, a company founded by Cesar Correia in 1993 that specialized in marketing via unsolicited phone calls, e-mails, and faxes, sometimes called "junk advertising." Theodore began working for Correia in 1995, and to hear Theodore tell it, the pair weren't close. "When you work with somebody, you don't have to think highly of them," he says. "You just have to respect them for their knowledge."
In 2002, Infolink stock was surging, a trend that coincided with its acquisition by the Toronto Stock Exchange, which like the New York Stock Exchange has an arm that operates as a for-profit corporation, recruiting venture firms that show enough promise to eventually meet the standards for listing there.
It's at this critical point that Infolink's fortunes take a turn for the worse — and where Theodore's story drifts from those of Canadian authorities. He claims that in the course of doing background investigating before the acquisition, Toronto Stock Exchange officials made a grisly discovery: Correia had murdered his father in 1984, entered a guilty plea to manslaughter, then served a ten-month prison sentence. He failed to disclose these salient facts in his filings as an officer for a public corporation.
"They called me and said, 'We found out your partner murdered his father in 1984, and we can't do this deal,' " says Theodore, adding that the Toronto Stock Exchange deal might still have gone through had Correia resigned but that Correia refused to do so.
This story, however, doesn't jibe with the findings of a monitor who was appointed in 2004 by Ontario's Superior Court of Justice. Toronto Stock Exchange officials told the monitor that they had not discovered the manslaughter conviction and that they had other reasons for not following through on the Infolink acquisition. (Those other reasons are not specified in the monitor's report.)
None of these issues were made public at the time, however, and by late 2002, the price of Infolink stock showed spectacular growth: The company's price per share multiplied by a factor of five in just a few months, up from about ten cents per share to more than 50.
But by December of that year, the stock took an even more precipitous dive. Soon, the shares were back to ten cents and lower. In the five years since, Infolink shares have stayed below ten cents per share.
"The stock fell off the cliff," Theodore says.
He says that company officers had been trying unsuccessfully to persuade Correia to resign. When Correia refused, Theodore says that around November 2002 — just as the stock price was peaking — he left the Infolink offices never to return.
He says his exit caused panic by shareholders that caused the stock's plunge. "If that company had any personality — believe me — it resided in me," Theodore says. "The phone was ringing off the hook, and shareholders were saying, 'Where's George?' "
He still hadn't formally severed ties with Infolink and he wouldn't leave without a fight, not to mention a generous severance package. In exchange for that, Infolink wanted a confidentiality agreement. Theodore summarizes the company's negotiation this way: "Keep your fucking mouth shut. Here's half-a-million dollars. Now go away."
Theodore did go away, but he soon resurfaced at a company called ActiveCore, another small technology firm in Toronto. ActiveCore had been focused on developing a method for moving cash purchases electronically — like PayPal, except without the fees. At some point after Theodore's arrival, ActiveCore began moving into Infolink's turf of direct marketing.
In December 2003, ActiveCore moved to buy controlling stock in Infolink. According to the monitor's report, this marked the start of a round of corporate sabotage by Theodore and his new colleagues at ActiveCore.