Fraud… or honest mistake ???

If you have seen the most recent SEC filing by the CEO of IC Places, Inc. Mr. Steven Samblis (formally IC Punch Media, Inc), you might have noticed a section making a statement about, have there been any legal proceedings.  See graphic below (click to enlarge).  As one could imagine, any legal proceedings the company is involve with are an important piece of information that should be included in the filings, so investors can be aware of any real or perceived risk the company may have as a result.

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Well… this most recent filing, the 10K (see here), as well as the previous filing, the 10Q (seen here) there is NO mention (or can be said, “disclosure”) that there is in fact a legal proceeding that, by all appearances should have been disclosed.  Please refer to the graphic below (again, click to enlarge).  Notice the dates of both the commencement of the legal action, and the dates of the K/Q reporting periods.

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It’s public knowledge that the lawsuit was filed, and active when the SEC filings were submitted, so WHY was the legal action against the company not disclosed ?  If interested, a complete listing of the initial complaint, and all subsequent documents can be obtained here.  With the damages demanded ($75,000), that would have resulted in approximately 250 million shares of stock to satisfy payment.  Many would agree this is significant, so significant as to certainly warrant inclusion (disclosure) in each filing where the action was still active.   With approximately 16 documents having been filed with the court over a 6-month period, and at least $75,000. on the line, one would think it would be difficult to “forget” about the lawsuit, such that it would be overlooked when completing the SEC filings.

Also, as evidenced in the below graphic, before an actual trial began there was an out of court settlement.  According to the documents, the settlement amount was $32,128.00, to be paid in 3 monthly installments.  And as a condition of the settlement there was a provision in the settlement that provided for the event of a default (i.e. non-payment).  In the event of a default, a Judgement would be entered IN THE FULL AMOUNT of sought damages (i.e. $75,000.).

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Well, guess what… Mr. Samblis did not make the very first payment, and, as the settlement terms allowed for, a Judgement for the full $75,000. was entered, AND… of course additional legal fees were requested as a result.  See the graphic below.

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Where does the lawsuit stand today… unknown.  There was a hearing scheduled for 2/14/2014 but as the below graphic indicates, there was a “No Appearance”.  We don’t know WHO didn’t appear, or WHY they didn’t appear.  We have attempted to contact Mr. Kernan but as of this posting date there has been no response.  One could assume the debt is still outstanding, (if Mr. Samblis couldn’t make the first 10k payment, its unlikely he could come up with the 75k full default amount), however there is no confirmation of such at this time.  One could also assume that if the debt had been satisfied, such a significant expenditure would need to be listed in the 10K document.  However, there would be no need to assume anything if Mr. Samblis were to make a statement as to the status of the lawsuit.  He could say: a) its paid, b) he could say its not paid and why… c) he could say its not my fault and blame it on the accountant, or d) and  the most likely is… he could not say anything, and if he remains silent on the matter, that might give a good indication as to if its been paid yet.

ImageAlso troubling, and may explain a lot about the whereabouts of content (2000 hours of video, etc) and other issues, such as the reasoning for the “Strategic Partnership” designation of MyImagineTV (instead of a wholly owned subsidiary of IC Places, Inc.),  is the notification in one of the attorney’s letters seen below.  Notice the highlighted section related to the “remedies” available, specifically “taking possession of intellectual property”.

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What was the lawsuit about… it had to do with the breach of terms and conditions set forth in a “Producer Agreement” regarding the production of the “Woody and Craig, Zombie Hunters”.  See the quasi-press release in the below graphic.

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So folks… fraud, or an honest mistake?  You have the facts, and you can form an opinion of your own.

Additionally, it would seem appropriate for investors to ask… have there been any other misrepresentations in any of the previous SEC filings?  We know, as pointed out by Joseph Collins, that Mr. Samblis’s employment contract had not been listed in any previous filings prior to the dispute between them.  The notification of the employment contract started appearing after the dispute.  Below is an excerpt from one of our previous posts here, demonstrating there was apparently misrepresentation of Mr. Samblis’s Employment Contract.  One would think that an employment contract with terms that paid the CEO 250 million shares of stock, and $250,000. as compensation, would be significant enough to disclose.

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Investors are led to believe that reports submitted to the SEC by reporting companies are accurate, and portray a valid and complete picture of the company listed.  With examples like the above, one rightfully questions if investors can really count on the accuracy of such documents.  Can you really trust what you read in these SEC filings anymore ???  What else may have been “forgotten” ?

The other indirect negative ramification of this breach of contract is… it would seem reasonable that other people in the network production/entertainment/talent end of the business may be hesitant to do business with Mr. Samblis now that he has a history of a breach of contract.  This no doubt makes it more difficult to do business.

 

Is it time ???

The latest Q report is out, and many are asking… is it time !  It’s a question any loving pet owner asks themselves when they are watching their beloved pet’s health deteriorate.  As a loving pet owner you just hate to see your pet suffer.  There comes a point in which you have to start thinking about euthanizing the pet in order to end their suffering.  This analogy could be applied to PNCH also.  Take a look at the below chart (O/S data taken from reports listed here).  It’s plain to see that if the current trend regarding Outstanding Share (O/S) count increases continues, the O/S count will need to be increased to at least 5-Billion in order to meet the demand for operating funds by June of 2014.

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Now, Mr. Samblis indicated a while back that the reason he increased the Authorized Share (A/S) count to 4-billion was so that there could be a better than 2 to 1 margin of A/S to O/S.  He indicated this was needed in order to obtain more favorable rates for borrowing money.  So… if the current trend continues, by June we could see an A/S increase to 10-Billion !   Can the company survive raising the A/S count to 10-Billion ???   Do you now see the relationship mentioned above relative to suffering?  When is enough… enough ?

Some of the events of late are simply a desperate attempt to hang on.  Just like you spend thousands trying to keep your beloved pet alive just a little while longer… so is Mr. Samblis doing for PNCH.  Only he is not spending his money… he is spending investor’s money.  If money were not a concern, many pet owners would spend anything to keep their pet alive.  And while keeping their pet “alive”… what is the quality of life for the pet?  There are times, and circumstances, in which all the money in the world is not enough to save them.  Many times all you do is prolong death instead of finding a cure.

Unfortunately with PNCH, many point to the CEO as the root cause of the deterioration.  The business plan is viable, however it appears all the money in the world can not cure the ill with PNCH.  There just doesn’t seem to be a will to succeed.  To succeed, many CEO’s will tell you, when you start thinking you’re the smartest guy in the room, the end is in sight.  Any good CEO worth their salt has good advisers surrounding them… and they heed their advice !

Mr. Samblis appears to have now discarded his previous statements regarding when and where he will inform the investors and public regarding the events of PNCH.  Recently he has taken to posting again on LieHub.  Of all places to go back on your word… he chooses LieHub.  These actions appear to be simply desperate actions to pump the PPS so that more shares can be sold to keep the company alive a little while longer.   Does anyone think that if Mr. Samblis had good advisers surrounding him they would have advised to go on LieHub and advertise your business ?

Its doubtful Mr. Samblis will voluntarily give up anytime soon… after all, its not his money he is wasting.  He will likely pursue success as long as he can find investors willing to invest based on his overly inflated promises (what many call lies).  However the pool of potential investors will likely remain small or non-existent as more and more information about his actions become more commonplace for research.

Could PNCH be saved… of course, its possible, but that is highly unlikely while the current CEO remains in control, and acts foolishly.  Mr. Samblis’s actions have brought this company to where it is today, and the trend has been a steady decline for quite some time now, and that is unlikely to change unless the change starts at the top.  Mr. Samblis likes to point to anyone other than the man he sees in the mirror for the decline, but the simple truth is… HE made all those decisions.  As just one example, HE chose to do business with Collins, and it should of been HE that prevented Mr. Collins from being able to deceive him.  As the boss… it’s you’re obligation to know what is going on.  As Reagan put it… trust, but verify !

So… is it time to put PNCH down?  It’s been a loving passion for many, and still is for a few, however as difficult as it may be… it may be time !   Maybe bankruptcy, name change, and a reverse split all together may give the company a new start, but give a bad driver a new car and they will bang that one up also.

 

 

 

 

 

10-Q out… many dismayed at results.

Well, its official, the 10-Q made its debut yesterday, and many were disappointed, surprised, dismayed, and yes… angry.

There was some confusion over the accounting procedures used to reconcile the divestiture of Punch (as explained here), in that there was a loss of 1.57 million showing on the bottom line.  However, one of the largest concerns was the recording of zero revenue.  Almost everyone was shocked that IC Punch Media, Inc had no reported revenue during that time period.  There was initial shock and outrage expressed on the message boards surrounding the disbelief that the company had no revenue during that time, when they knew (or thought they knew) that the company was broadcasting, and selling ad space.  Early the next morning the CEO explained in this post and here and here. that the revenues stayed with Punch as part of the divestiture.

As the questions began to fly from the upset investors on Investors Hangout shortly after the release of the report, the CEO became combative and what some said was dismissive of their questions, represented in posts here, and here, and here.  Needless to say, angry and insulted investors fired back, and the situation grew more combative as time moved on.

Then, in the wee hours of the following morning (5/22/13) the CEO reappeared on the board and began to answer questions.  Most board members of course had left the board by that time, however there were still some lingering questions that he did answer.  One recurring question theme was related to the divestiture, which the CEO elaborated on in this post.  We think this is a significant revelation.  In the post the CEO not only explains that the company did not lose anything in the Punch divestiture, but that there is a likelihood that  Collins may owe IC Punch Media, Inc. the difference between the value paid in stock, and the value returned in stock.  Now if most accounts of the Collins financial picture are anywhere near accurate, Collins may be what they call Judgment Proof, in that even if it is determined he owes something, he has no funds to pay.  The CEO did address that situation somewhat in this post here.

So… where does that leave us now, today ???  Well, here’s the good news… there was a Press Release around noon today announcing some new appointments to the company’s management.  See the release here.  This is exciting news.  If you read through the release, you will notice a common thread in all the appointments… the ability (and previous experience) to raise large sums of capital to finance ongoing and new initiatives.  This news appears to be well received by the investing community, as the stock’s PPS took a real deep dive during the opening few hours, however as we draft this post the stock has recovered almost all of the initial loss of this morning.  We closed yesterday at .0032, gaped down to open at .0026, and are currently sitting at .0029, with 2 more hours of trading left today.  Hopefully the PPS not only recovers, but starts a sustained climb up to the levels that are representative of the value of this company.

Stayed tuned folks… this thing may be down, but certainly not out !  The CEO stated we would be hearing many good things in the coming weeks, and if the initial indication of today’s announcement is any indication of what is to come… this will be an E-Ticket ride !

PNCH – Strong Recovery !

Great day today, PNCH up 33% on above average volume.  Looks like the recovery process is well on its way.  It also might be possible that the CEO’s (Steve Samblis) appearance last night on Investors Hangout went a long way towards alleviating some fears and concerns that investors had over the recent issues between Mr. Collins and Mr. Samblis.  You can follow the conversation starting here with Steve’s first post.  Best we can tell, Steve stayed on the Hangout for almost 3 hours answering questions.

Now, of course there will be (and has been) some who will criticize Steve for not answering every question.  Just keep in mind, he answered the questions he could given the situation at hand.  As reasonable people can understand there are some questions, and aspects of the issue he simply can not, and should not, discuss.  Its a shame that he is criticized when he doesn’t talk, and criticized also when he does talk.  We prefer it much more when he does address the issues he can discuss.  And, judging by the PPS today, apparently many other investors feel the same way.  Its refreshing to see a CEO willing to address the shareholders so frequently and honestly.

Will the gap fill tomorrow??? Who knows, but we think there is a good chance it will.  Remember, the PPS opened at .0055, then closed at .0049 on the day of the news release Friday.  We closed today at .0040, so the recovery is well on its way !  A 33% increase, on heavy volume, is a great recovery in anyone’s book !

PNCH down 38%… who’s to blame ???

Yes, PNCH fell 38.7% today on HEAVY trading.  There were over 67-million shares traded today.  That may have set a daily record, but not sure. 

So… who’s to blame for the decline???  Well, certainly Joseph Collins is high on the list, but what about Steve Samblis?  And, what about shareholders?  Yes, we said shareholders.  How could shareholders be to blame you may ask.  Well, if you go back and re-read the lower half of yesterdays post here, you will see what we mean.  Disgruntled shareholders are bashing the stock, company, executives, flippers, bashers, and the anyone else they can think of.  Its a shame really… this is the same company they supposedly invested in last week and were posting the virtues of, now they are bashing it mercilessly as a POS stock.  Folks, this company was earning revenue last week… and it will be earning revenue next week also.  Yes, there is squabbling between the owners, but this squabbling will get resolved, and the company will be the same company it was last week.  Owners squabbling is nothing new, and not unique to PNCH.  It happens !  Companies get past it, and so should you.

Now… maybe a better question would be… who CAUSED this decline.  The bashing shareholders are simply reactionary to the cause.   Many believe Joseph Collins is to blame, while some say Steve has some contributory blame here also.  Many believe Mr. Collins acted selfishly, as his statements were interpreted as being about money and power (i.e. the lack of).  Mr. Samblis on the other hand is accused by some for not being more accommodating to Mr. Collins’s requests.  In other words Steve should have worked this out with Mr. Collins  before he went public with the press release.  Truth is… not enough information is known for any reasonable person to draw any conclusions as to cause, or blame assessment.  What anyone knows is what each side has been willing to divulge.  There is a saying (and song also)… “there are 3-sides to every story… yours, mine, and the whole darn truth”. 

This will get resolved, and for the sake of the shareholders (of which Mr. Samblis and Mr. Collins are significant ones) this should be resolved quickly.  HOW it will be resolved is another story.  How many men could simply put an issue like this behind them and continue on like nothing happened?  Tougher issues have been resolved between other men without lasting harm to the relationship, however lesser issues between other men are left to cause bitterness and resentment for a long time.  Stay tuned…

In the meantime, we think the PPS has found a bottom and will likely move up from here (after all… its a good company, with assets, that produces a product, and revenue).  If you were waiting for cheap shares… your wait is over.  For all the things that could cause a company’s PPS to fall… this is one of the better things to happen.  There could be far worse things that could cause a PPS to fall… none of which are present here.  They will either work this out, or they won’t… but it is very unlikely either of them will cut off their nose to spite their face (i.e. ruin the company to spite the other)… they both have too much to lose. 

Here is what we know now… NOTHING !

Yes folks… we (as in investors) know nothing.  Speculation is running rampant, accusations and name calling are at a fever pace, and investors are failure forecasting doom and gloom.

There were pleas, suggestions, requests, and outright demands for information regarding the infighting issues.  Investors demanded answers, and rightfully so.

Then, as was requested of them, Joseph and Steve posted on Investors Hangout.  We believe Steve posted first with his post on Friday, here.  Joseph responded with a post here.  Today, Saturday, Steve posted this around noon.  Joseph responded about 3 hours later with this post.  Steve responds a few minutes later here.  About 10 minutes later Joseph respond to another poster here.  Finally, Steve responds here indicating this would be his final post on the subject.  ==> 4/28/13 (6:40p) UPDATE – Steve makes a comment to a poster here.

Then, after doing the best they could given the circumstances, to inform the investors what was going on, both Steve and Joseph started taking criticism for fighting publically on a message board.  It was sad to see that there was little gratitude for their efforts to inform the investors of what was going on.  They were criticized at first for not saying anything, then when they did speak out, they were criticized again for doing so.

Now, we understand the circumstances surrounding this issue are difficult, and airing specific issues like this out in public is not a good thing for the company, but in our opinion investors need to understand that Steve and Joseph were only trying to appease investors fevered calls for information… ANY information.  Investors were nervous and they wanted information.  They got it, then they lashed out… not all, but many.

So… here we are.. its the weekend after the news broke, and the overwhelming majority of posters on the message boards are forecasting doom and gloom.  Well, there is something called a “self-fulfilling prophecy” (Wikipeda).  In other words, a positive or negative prophecy, strongly held belief, or delusion – declared as truth when it is actually false – may sufficiently influence people so that their reactions ultimately fulfill the once-false prophecy.  Now we really have no idea if the news will crash the stock’s PPS or not, however with so many posters predicting it will… the PPS most likely will crash.  Hence the self-fulfilling prophecy.

If you are a stockholder that posted such a message, and although this may be your true belief, should you really be posting such a message?  Yes, you CAN post it (free speech and all that)… but SHOULD you?  After all… its only your opinion, not fact.  No one knows with a certainty that the stock will crash Monday morning.  In fact, its possible (unlikely, but possible) that a joint statement issued by both Steve and Joseph prior to the opening bell Monday stating they have reconciled their differences and all is well, could significantly ease this entire situation.

For those of you who feel compelled, or its your “right”, to be able to post your failure forecasting opinion in public… please be aware of the audience that may be influenced by your opinions.  You may feel strongly about being able to post such an opinion, but just be aware of the damage you may be doing to your own shares if you are an investor.  If your post is not part of the solution… please don’t let it contribute to be part of the problem.

Thank you.  Hopefully this situation can be resolved quickly, and in the best interest of the company, and shareholders.  We look forward to a speedy resolution.

PNCH not able to hold a penny…

Well… still no 10-K yet, and after modest gains over the last few days, PNCH suffered a loss of almost 10% today.  We are losing confidence that the 10-K and/or shareholder meeting will be the catalyst everyone thought it would be.  Most were expecting a substantial run up leading into the release of the 10-K… but volume has been low the last couple of days, and PNCH can’t seem to hold even a penny.  This is not promising !

You know the old saying in investing… “buy the rumor – sell the news”.  Well… no one is buying the rumor, and we fear that unless the 10-K is “stellar”, investors will be selling the news regardless of the revenues.

Of course there is plenty of speculation on the cause of this lackluster performance of late, from the short sellers on LieHub (if there really are any) to the evil marker makers.  Truth is… who really cares… because whatever is the cause… its working.  The PPS is, and has been, languishing below a penny for several months, only popping temporarily to high of a penny and a half for only a few days last month.

Not sure what the future holds for PNCH, but unless this 10-K is stellar, and/or Steve can pull a rabbit out of a hat at the shareholder meeting, we think the PPS will languish for a while longer.  Perhaps, and assuming… each successive quarterly reports start showing substantial gains, then the PPS might start a gradual climb northward.  However, unless there are some new eyes and investors on this stock, the gains will be modest along the way.  Steve needs to be able to attract a lot of new investors to this company.  He needs an Academy Award performance at the shareholder/upfront meeting Sunday !  There is only so much the current shareholders can do.  They likely have most, of not all, their available funds tied up in this thing, that there is very little they can do in the way of buying more shares to move it up.

Stayed tuned folks… we should know something by next week.  We think trading next week will set the pace for the short term future.  Based on the buying pattern leading up to the release of the 10-K and the shareholder meeting… we are not optimistic about this thing getting much over a penny or more, and holding it.  We hope we are wrong !  Maybe after the 1st quarter 10-Q is released in a few weeks things will be looking better, but that is assuming that the revenues show another substantial increase.  Keep in mind, the figures on the 10-K are already over 3-months old.  If the 1st quarter is released in a timely fashion, and they are great, then maybe we start to see some improvement… but there are a lot of if’s to get by first.

Has the CEO “lied” ???

(names withheld to protect the, um “innocent”)… you are entitled to your opinion, but you are not entitled to your own facts.

Lies have their roots in intent. You have no way of knowing what Steve’s intent was when he made those statements. You may THINK you know, you may have an OPINION on his statements… but in reality, you don’t actually know what intent Steve had when he made the statements. Only Steve knows what his intent was (unless of course he told someone what his intent was… YOU maybe?)

The mere lack of a stated outcome (or an unfavorable outcome) from a statement does not prove the statement a lie.   Example… if we were to tell you we would meet you at the mall at 5:00p, and we show up at 5:30p… did we “lie” about meeting you at 5:00p? It depends on the circumstances, right?  If we knew that we were meeting someone else at the very same time we told you we would meet you, then yes, it could be considered a lie, because our intent was to deceive you because we knew we were meeting someone else and could not met you at the very same time. However, if there was an unexpected traffic accident preventing us from being on time, in spite of our sincere attempts to do so… We think all would agree, our statement was not a lie. Granted, not accurate.. but not a lie because there was no attempt to mislead or defraud.

You attempt to paint a picture that Steve lies about almost everything, i.e. your statement of… “Sorry I sound so down on Steve. But that’s truly how I feel about people who can’t tell the truth.”  You make matter-of-fact statements like that about the broad range of Steve’s statements (called generalizing), and you simply have no basis in fact to do so. Again, you are entitled to your opinion, but your statements are made in a manner which indicates you are trying to convince others of the same notion. You are drawing a conclusion based on the lack of stated outcome… as you interpret the outcome.

You also cite Steve’s actions as “pumping”. Well… he is CEO of the company… that’s his job !  Who wants a CEO that is not out there promoting his business? You stated he makes “bizarre predictions”… who determines what is “bizarre” ? What’s bizarre to you, who is skeptical of ALL his actions, may not be bizarre to others. Here again, you are entitled to your own opinion, but not your own facts. “Bizarre” is commonly defined as “strikingly out of the ordinary” and/or “involving sensational contrasts or incongruities”. Steve’s previous statements about his thoughts, intentions, and or plans for the company and its direction are nothing out of the ordinary for any business, and would never be thought of as bizarre by anyone who understands what it takes to operate a business. Businesses make plans that never become reality due to any number of reasons. However, we fall back to intent here also… was it Steve’s intent to mislead… in addition to there being no evidence of such… only Steve knows what his intent was.

Business promotions come in a lot of different forms. EVERY business (and/or CEO) promotes their business. Many have announced plans that have either not become reality, or the end result looks completely different from the initial promotion. Example…. does the meal in the picture ever look like the meal that is served… or does the car you buy ever really get the MPG they state in the ad?

Having said the above… are we happy with EVERYTHING Steve has said and done, of course not, but we understand the difference between dishonesty, and adapted or failed plans.

PNCH appears to have found its legs !

Up another 15% today (Thursday 3/14), on decent volume, closing at .0081.  This uptrend started on 2/25 at .0028, and if our calculations are correct, that’s almost 300%.  WOW !

Do we still think there is room for more… of course.  Will there be dips along the way… of course.  We think that given the growth this company has made up to this point, and the growth potential in the future, coupled with the anticipated good news within the pending YTD and 1st quarter reports due out shortly… there is PLENTY of room for improvement in shareholder value.

Also, there is news out that PNCH will be moving their corporate HQ to Sunset Grower Studios in Los Angeles, CA (see graphic below from Steve’s Facebook page).  Check out Sunset Grower Studios website here.  This will be an exciting move for the fast moving and constantly expanding IC Punch Media, Inc.

PNCH is on the move !   This is a company that is breaking the stereotype of pennystocks !

(click on graphic to enlarge)

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PNCH closed UP again today !

WOW… PNCH is on a run !  PNCH closed up almost 13% at .0070, on over 7-million shares traded.  This is a good thing !  Although some are saying its a little too fast… we don’t believe so.

Of course, as we posted last night, the message boards are lit up with all kinds of opinions and rhetoric about the increase in PPS.  Some say the stock is now due for a correction, while others say this IS the correction.  Although corrections are customarily thought of as downward, we agree that this is the rare correction upward.  Just about everyone but the bashers believed PNCH was undervalued as sub-penny, and is therefore simply moving toward its true value now.  Where will the PPS go from here… who knows, we certainly don’t.   Of course there will be some profit taking along the way, but we think the general trend will continue up into the release of the K and Q reports later this month.

There was an incident today that deserves some attention.  Late this afternoon Steve Samblis, CEO, posted a response over on LieHub – that was deleted !  Steve was responding to a basher’s contention that the outstanding shares have been steadily increasing to an amount in the neighborhood of 1.8 billion (up from 1.2 billion as of the last quarterly report).  Steve responded point blank that this was not true… and LieHub deleted the post (and as of this writing, has not been reinstated).  Steve’s post was short, truthful, and on point, and gave them NO reason to delete it, but they did.  We will let you judge for yourself why this deletion happened.  That action was simply shameful in our opinion, and yet but one more reason drastic changes need to be made over there for that board to have a shred of creditability.

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