The Cortellazzi Consortium

January 10, 2009

Smoke Gets In Your Eyes

As the New Year began short days ago, the main focus of this very first blog post of 2009 is NEW.

In order to understand the NEW, the blog provides something OLD which will assist the reader in identifying the players and better understand the current dynamics, the blog provides a 13 September 2007 org chart which should facilitate your reading comprehension (a larger version of the chart is available here)   

 

cortelazzi_shells-1a

 

On 30 December 2008, the Quebec’s Bureau de décision et de révision en valeurs mobilières extended its cease trading order which it had issued in October 2008 (as previously mentioned another hearing is scheduled for 19 January 2009).

Notably absent from the 30 December 2008 hearing: HE-5 Resources corporation, Serge Ollu, Denyse Raynault, Jacques Vallée and Andrea Cortellazzi.

This being said it is worth noting that since the Quebec’s Bureau de décision et de révision en valeurs mobilières decision in October 2008, the three (3) main corporate subjects of this blog: He-5 Resources, UMining Resources and M45 Mining Resources have all declared to have “new” management.

On 5 November 2008, Mr. Cortellazzi CEO of M45 Mining declared he was stepping down and “new” management was taking over.  On 1 December 2008, UMining (now Universal Mining) declared it was under “new” management. Most recently, on 9 January 2009 to be more specific, He-5 Resources declared that it was under “new” management.  

M45 Mining Resources 

It is interesting that while Mr. Cortellazzi has declared to have resigned as President and CEO of M45 Mining Resources, the 5 November 2008 press release makes no mention of his current status as a shareholder.

Mr. Cortellazzi’s last filing with the SEC indicated that he was owed $292,935 as of 30 June 2008, a modest amount considering a previous declaration indicated that on 31 March 2008 the amount owed was $ 186,401 and previous to that the amount owed on 31 December 2007 was  declared to be $ 748,491.

Mr. Cortellazzi’s associate Mr. Gilles Ouellette remains as Secretary and Treasurer of the company according to the most recent declaration with the State of Nevada.

m45-secretary-of-state-nevada-jan-2009-_list1 

Moreover, the 5 November 2008 press release is silent on the 15 August 2007 shareholder agreement filed at the SEC in 2007  in which Mr. Cortellazzi (former CEO M45 Mining) and Mr. Ollu (husband of former He-5 Resources CEO Denyse Raynault) and Jean Michel De Montigny (former CEO of UMining) appear as significant shareholders of M45 Mining.

 ties-that-bind_smlM45’s website remains inaccessible because the account has been suspended.

m45accountsuspended1  

 

M45 Mining’s corporate address registration with the Quebec Ministry reponsible for mining remains as Mr. Cortellazzi’s 1212 Redpath Crescent.

m45mining_mnrf_31_12_08_sml

Last but not least, M45 Mining claims have begun to expire with the Quebec Government.

expiredm45_1_sml

 

UMining Resources/Universal Mining Corporation

It is worth mentioning to readers that the 3 December 2008 press release announcing the “new” management of UMining Resources now known as Universal Mining Corporation is completely silent on the previous mining experience of the “new” corporate executives.

Moreover, it is also worth pointing out that Universal Mining Corporation’s (formerly UMining) share structure increased significantly to 500,000,000 on 21 November 2008 (seen below), just a few days before the 1 December 2008 press release announcing the “new” management.   Even more interesting is the sudden increase of “employees” at Universal Mining, formerly UMining. Last year, the company had no employees,  on 5 December 2008 it declared that it had ten (10) “employees”.

 

pink-sheets-umining_30_12_08

Other observant souls have raised significantly interesting observations on 11 December 2008,  14 December 2008,  20 December 2008,  even a voice from the past has reappeared.

He-5 Resources

Currently, He-5 Resources is without a doubt the most interesting of the Cortellazzi Consortium threesome. 

He-5 Resources not only announced that it had “new” management, it went even further by declaring that “new” management had been in place since July 2008:

Jan 09, 2009 09:44 ET
HE-5 Resources, Corp. Announces Reorganizational Changes Are Completed and New Management Now in Place

GENEVA–(Marketwire – January 9, 2009) – HE-5 Resources, Corp. (PINKSHEETS: HRRN) today announced that HE-5 Resources, Corp. has completed its reorganizational changes following completion of the transaction concluded in July 2008, by the European Finance Group “Lington Financial Limited.”

New Management has Been Appointed For New Business Orientation Plan to Begin in 2009.

New Management stated the following: “We are very pleased to begin our new operations and to share our visions and exclusive development program whit HE-5 Resources, Corp.’s shareholders. Our first objective was to complete a full diligent reorganizational plan, to bring the Corporation to a debt-free status, in order to start transferring new intellectual properties, assets, and potential new businesses.”

The choice of dates by He-5 Resources should come as no surprise to anyone monitoring events considering that it conveniently places the transaction before the issuance of a cease trading order by the Quebec’s Bureau de décision et de révision en valeurs mobilières in October 2008, thereby providing Mr. Serge Ollu, his wife Denyse Raynault and Jacques Vallee with a “justification” to avoid appearing before Quebec’s Bureau de décision et de révision en valeurs mobilières. The basis for the selection of the vague July 2008 date in the most recent He-5 Resources press release lies in the transaction of claims by Denyse Raynault to Excel Gold Mining during this time frame which is the last known date in which Denyse Raynault’s name appears on a public document.         

However, the facts do not provide them with any such relief. 

Indeed, it is only recently that “new” management in the form of Mr. Franck Martin and his partner Mrs. Catherine Puschmann have publicly appeared (Mr. Martin’s given name is incorrectly spelled in Pink Sheets information which appears below) as corporate executives as CEO and Treasurer of He-5 Resources.

 

pinksheets_he5_dec08

Corporate changes filed with Pink Sheets by Mr. Martin and Mrs. Puschmann do not fully reflect the recent changes made with the State of Nevada which records these changes (Mr. Martin’s given name is incorrectly spelled in the information which appears below) on 18 December 2008 the share structure of He-5 Resources was significantly altered by declaring a stock split and increasing the authorised share structure to 500,000,000.
he-5-secretary-of-state-nevada-jan-2009_part
   
More interesting is the fact that He-5’s  “acquiring” company, Lington Financial Limited has only recently created a web presence as it registered its domain name on 4 December 2008.
lingtonfin_webregist_4dec08_sml
Ht-Tendance  another of Mr. Martin and Mrs. Puschmann’s corporate entities. A previous enterprise was an online conciergerie for busy corporate executives called Village VIP, the domain registration remains in the name of Mr. Martin.   
village-vip        

Since September 2008, Mr. Martin and Mrs. Puschmann have been promoting a Quebec artist who has based his studio in Europe. The newly created Lington Financial website provides an interesting view into the proposed activities of this new company which includes “Art Investment”.

barterbanksml 
biomed_socialclubsml2
The bio medical and social networking activities are particularly interesting to the blog as Mr. Ollu appeared briefly as the registrant for a domain name  for a bio medical company and UMining’s former CEO Mr. De Montigny also briefly appeared as a registrant for a domain name for a social networking enterprise.
  
Considering the fact that Izza Minerals (declared by He-5 Resources as its wholly owned Canadian Subsidiary) is one of the companies targeted by the  Quebec’s Bureau de décision et de révision en valeurs mobilières is still registered as being in the hands of Denyse Raynault and Jacques Vallee of Excel Gold Mining (the company which acquired the He-5 mining claims in July 2008).
This is becomes all the more interesting since Excel Gold Mining handed over a significant number of warrants to Denyse Raynault for this “transaction”:
Pursuant to an asset purchase agreement dated June 25, 2008, as amended July 22, 2008 (the “Agreement”), Excel has acquired all rights, title and interest in the Property in consideration for the allotment and issuance of 5,200,000 units (the “Units”), as opposed to the previously disclosed amount of 8,000,000 Units, each Unit comprising one fully-paid and non-assessable common share in the capital stock of the Company valued at $0.20 (the “Shares”) and one half (1/2) share purchase warrant, each full warrant (the “Warrants”) allowing its holder to purchase one Share at a price of $0.22 per Share for a period of twenty-four (24) months following the date of the execution of the Agreement (the foregoing being collectively referred to as the “Transaction”), the whole subject to regulatory approval.

Many of the claims involved in the July 2008  “transaction” have expired since their “acquisition” by Excel Gold Mining as can be seen in these screenshots of the Quebec MRNF: 
excelexp_1excel-exp-2
Currently, only 8 of Izza Minerals’ 40 registered mining claims are still active as can be seen in these screenshots of the Quebec MRNF:
izza-expired-2
izza-expired-1

 

Finally and most interestingly, the recent 9 January 2009 press release mentions that He-5 will seek debt free status in these difficult economic times.

New Management stated the following: “We are very pleased to begin our new operations and to share our visions and exclusive development program whit HE-5 Resources, Corp.’s shareholders. Our first objective was to complete a full diligent reorganizational plan, to bring the Corporation to a debt-free status, in order to start transferring new intellectual properties, assets, and potential new businesses.”

Some may recall that according to financial statements signed on 15 May 2007 by Denyse Raynault the modest sum of $970,000.00 was advanced by an unidentified benefactor, one can only wonder about the identity of this person and the level of control this person still exerts on He-5 : 

 

NOTE PAYABLE TO A SHAREHOLDER

(Subject to Revision)

The sum of $970 000 was advanced by a shareholder in the form of a convertible debenture bearing interest starting March 1st, 2007, at prime +2% payable annually. The sum is reimbursable at the rate of 10% of the capital every quarter following the date when the Company starts to generate profits. The lender has the option to convert it into equity at a 20% discount commencing on the extraction phase start date.

 

This being said, the blog wishes to add that it is truly impressed by the signficant number of subtly misspelled names which consistently appear in press releases and filed in government documents by various Cortellazzi associates.

In SEC filings, Mr. Cortellazzi’s name appears in three (3) variants, Mr. Ouellette’s name appears in three (3) variants as well. Mr. Martin’s given name  Franck (which is quite distinctive) appears as Frank in Pink Sheets and Nevada State government documents. 

Universal Mining’s (formerly UMining) Secretary Maria Spiliopoulos (a former exec for W5 Star.com a prepaid card company which had dealings with Smart Card Marketing Systems Inc. PINKSHEETS: SMKG) appears as incorrectly as Spiliopolous in a recent press release. 

The Platters can sing the song, however the Cortellazzi Consortium are without a doubt the true masters of smoke.

December 30, 2008

UppityDate on the Court Date

Mark your calendars again, the hearing at the Bureau de décision et de révision en valeurs mobilières of RESSOURCES MINIÈRES ANDRÉANE INC., MINÉRAUX IZZA INC., HE-5 RESOURCES CORPORATION,  SERGE OLLU, DENYSE RAYNAULT, JACQUES VALLÉE, ANDREA CORTELLAZZI, MARIE-HÉLÈNE FRIGON and YVES RENAUD which was scheduled for 30 December 2008, another has been scheduled for 19 January 2009 at 09.30.

November 5, 2008

Hail, Hail, the Gang’s All Here

According to an announcement today by M45 Mining, Mr. Andrea Cortellazzi has resigned as President and CEO, the appointment of his successor taking effect in five (5) days on 10 November 2008.  

However no mention is made of Mr. Cortellazzi’s presence as shareholder, nor of his associates Mr. Serge Ollu and Mr. Jean-Michel de Montigny who appear on the following document filed at the SEC last year in which all three had significant numbers of shares in M45 Mining.

ties-that-bind Then again, it would be surprising this slip would be of significant concern to Mr. Cortellazzi and Mr. Ollu as government securities regulators in Quebec have issued a court order concerning illegal securities trading activities and ordered transaction on bank account to be frozen in regards to Ressources minières Andréane inc, Izza Minerals inc. and HE-5 Resources corporation.

bvm1

Names identified in the 8 October 2008 decision of the Bureau de décision et de révision en valeurs mobilières (BDRVM) are well known to regular readers of this blog:

MONTRÉAL, le 29 oct. /CNW Telbec/ – Le 8 octobre 2008, à la demande de l’Autorité des marchés financiers, le Bureau de décision et de révision en valeurs mobilières (BDRVM) a prononcé une ordonnance de blocage et d’interdiction d’opération sur valeurs visant diverses sociétés et individus liés à la société Ressources minières Andréane inc.

    Plus spécifiquement, le BDRVM a interdit aux sociétés Ressources minières Andréane inc., Minéraux Izza inc., HE-5 Resources Corporation ainsi qu’à Denyse Raynault, Jacques Vallée, Serge Ollu, Yves Renaud et Marie-Hélène Frigon d’effectuer, directement ou indirectement, toute opération sur valeurs, notamment sur les actions de Ressources minières Andréane inc., Minéraux Izza inc., HE-5 Resources Corporation.

    Le BDRVM a également ordonné aux mêmes sociétés et individus de ne pas retirer de fonds, titres ou autres biens dans un compte ouvert dans une succursale de RBC Banque Royale.

    Le BDRVM s’est montré particulièrement inquiet des allégations suivantes soulevées par l’Autorité :

    – Les investisseurs recevraient les titres d’un émetteur dont ils n’ont jamais entendu parler;

    – Le placement des actions d’Andréane s’effectuerait sans qu’aucun prospectus soumis au visa de l’Autorité n’ait été établi;

    – HE-5 Resources Corporation et Minéraux Izza inc. fourniraient des informations fausses ou trompeuses aux investisseurs;

    – HE-5 Resources Corporation serait en défaut de ses obligations en vertu des lois américaines depuis le 6 janvier 2008;

    – Il n’y aurait pas d’information financière conforme à la Loi sur les valeurs mobilières concernant Ressources minières Andréane inc., Minéraux Izza inc. et HE-5 Resources Corporation;

   – À toute fin pratique, il serait extrêmement difficile de contacter Ressources minières Andréane inc., Minéraux Izza inc., HE-5 Resources Corporation et leurs dirigeants.

The Quebec securities decision in which Mr. Cortellazzi is also identified as a party refers to group of three (3) investors who in 2006 acquired shares in Ressources minières Andréane inc. The blog refered to this company in September 2007 as one of the claims evaluated by InnovExplo for a NI 43-101:    

The West Wind property owned by M45 Mining Resources Inc. (formerly known as Quantitative Method Corporation) represents an area of 1,368.35 hectares (61 claims; purple outline in Figure 4.2). In GESTIM, sixty-one (61) mining titles (51 claims for 811.19 hectares and 10 cells for 557.16 hectares totalling 1368.35 hectares) are registered 100% to Quantitative Methods Corporation. According to Jean-Claude Dentinger, representative of M45 Mining Resources Inc., all these mining titles are without any royalties attached. On the West Wind property, thirty-two (39) other mining titles (15 cells for 835.5 hectares and 24 claims for 363.37 hectares totalling 1198.87 hectares) are owned HE-5 Resources Corporation. In GESTIM, thirty-two (32) mining titles (24 claims for 363.37 hectares and 8 cells for 445.6 hectares totalling 808.97 hectares) are registered 100% to Ressources Minières Andreane inc. and seven (7) cells (389.9 hectares) are currently registered 100% to Marcel Roy. According to Jean-Claude Dentinger, also representative of HE-5 Resources Corporation, all these mining titles are presently under transfer to HE-5 Resources Corporation without any royalties attached. HE-5 Resources Corporation mining titles are illustrated with a grey outline in Figure 4.2.

Ressources minières Andréane inc. was listed with the Quebec securities agency however the shares were offered to these three (3) 2006 shareholders without a prospectus.

When these shareholders began to express well founded concerns about their investment in since they had never received any share certificates, they were informed to call Mr. Ollu at 514-288-0888  (on one such occasion a shareholder was refered to “Andrea”) to express these concerns and demand their money.

In May 2008, instead of receiving their investment money the shareholders received shares in IZZA minerals Inc., a company which is not registered with the Quebec securities regulator.

The IZZA share certificates issued to these shareholders were signed by Mr. Jacques Vallee,  who has recently been appointed as a director of Excel Gold Mining.

Regular readers may recall that Excel Gold Mining has been acquiring claim properties from Mr. Ollu’s wife Denyse Raynault. Interestingly, this acquisition had suffered a few issues which are mentioned in a later press release. 

Ms. Raynault is mentioned in the decision as one of the two co-signors of the Royal Bank Account which assets have been frozen. The other co-signer of this bank account is Yves Renaud, former CFO of Coastal Holdings in which Mr. Cortellazzi was the main shareholder and which Ms. Raynault’s husband Serge Ollu was an officer.

The decision also reveals the mysterious TSX venture corporation mentioned in a 26 June 2007 He-5 Resources press release and cites a 11 December 2007 press release in which the TSX corporation explains the reason for the cancellation was because the He-5 claims were not as valuable as He-5 had been touting in its press releases, neither of the properties offered up had met the minimum $100,000.00 threshold required by the TSX:

The Corporation and PrivateCo entered into an amended letter agreement on October 11, 2007 and shortly thereafter filed revised documentation with TSX Venture. After completing their review of the amended terms of the transaction and the National Instrument 43-101 geological reports regarding the properties of PrivateCo, TSX Venture advised that the properties do not meet the minimum listing requirements of TSX Venture without further exploration work. PrivateCo had previouly advised the Corporation that they and their counsel had completed this analysis, and had confirmed the properties would meet the mininum listing requirements of TSX Venture.

The decision hastens to add that no press release was ever issued by He-5 or Izza to state the transaction had been cancelled.

The decision voices profound concerns in regards to the significant number of false and misleading press releases which had been presented at the hearing held on 3 October 2008.       

The Canadian Government had been processing the dissolution of Ressources minières Andréane inc., since May 2008, it was finally dissolved on 17 October 2008 by the Canadian Government, a few days after the Quebec securities regulator’s decision was rendered.   

A Google translation of the Quebec Securities regulator’s decision is available here.

Interested parties may contact Mr. Raynald Besnier, the lead investigator at the Quebec Securities regulator (Autorité des marchés financiers (AMF)) at 1 877 525-0337

Hail, Hail, the Gang’s All Here

The Pirates of Penzance

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