Coastal Capital Acquisition Corp. Releases Open Letter to
Shareholders
NAPLES, Fla., Nov. 8, 2012 /PRNewswire/ -- Coastal Capital
Acquisition Corp. (OTCPink: CCAJ) today released a letter to
shareholders from its' Chief Executive Officer Anthony "Tony"
DiNorcia concerning recent stock activity.
Dear Shareholders:
Over the last 45 days our stock has experienced significant
volume and price fluctuations that have concerned many of
you. I have read many investor website postings that
speculate what has happened and believe that I have an obligation
to the shareholders to provide you additional information.
While we originally believed that disclosure in our September 30, 2012 quarterly report would be
sufficient, I now believe that this additional disclosure is
necessary.
The original purpose of the stock transfer agreement dated
April 30, 2012 under which Earth
Surfaces of America, Inc. ("Earth Surfaces") became a subsidiary of
CCAJ was to provide a mechanism for Earth Surfaces to raise
additional capitalization. The agreement contained provisions
for Earth Surfaces to rescind the transaction until July 15, 2012. Shortly before the
rescission deadline, we were approached by George Lambro who represented that he would
provide us funding of at least $600,000 if we did not rescind the stock transfer
agreement. Based on our conversations and verbal commitments
by Mr. Lambro, I agreed to move forward. On August 14, 2012 this verbal agreement was
formalized when the Company signed a commitment agreement under
which Lambro Ventures, LLC ("LLC"), a company that we later found
out was non-existent, agreed to purchase from the Company common
shares for up to $600,000.
In late July 2012, we received
notifications from Mr. Lambro, Deanna
Lambro, Rene Galizio and
George Kelly representing their
ownership of CCAJ's convertible notes and related accrued interest
and requesting conversion of the notes to the Company's common
stock under the provisions of the notes. We later learned
that Rene Galizio was associated
with Mr. Lambro. On August 17,
2012, the Company issued approximately 385 million shares to
convert the notes and accrued interest, of which approximately 291
million shares were issued to Lambro, Lambro and Galizio.
Based on legal opinions, these were issued as free trading
shares.
We understand that Lambro paid others to promote our stock and
was responsible for the large trading volume. We also believe
that he and a group that he put together began to dump on the
market, in a disorganized fashion, a significant number of shares
that they controlled resulting in the significant reduction in
stock prices. Lambro may be continuing to dump shares further
depressing the stock price.
The Company has not entered into any agreements to promote our
stock nor have we paid anyone to do so.
Mr. Lambro agreed to loan the Company funds until the
August 14 commitment agreement could
be completed. Approximately $19,000
was received or paid to a consultant on the Company's behalf.
These funds were all used for Company related expenses. Mr.
Lambro also verbally agreed to provide the Company an additional
$56,000 to be used to pay off debt of
the Company. On October 10,
2012 and again on October 18,
2012, Mr. Lambro wrote checks to us both of which were not
honored. It is now our belief that Mr. Lambro agreed to
provide the Company funds and wrote the checks with no intentions
of assisting us but rather to provide himself and his group time to
dump company stock. I also have come to the belief that Mr.
Lambro had no intention of providing the Company funds per the
August 14, 2012 agreement.
Since late August, CCAJ has released, with the advice of a
consultant, various press releases that we believed would provide
our shareholders information about Earth Surfaces, promote the
company and that would lead to higher stock prices. Our intent was
to promote our stock for the benefit of our shareholders and not to
hurt them.
It may have been naive of us to build a relationship with Mr.
Lambro, but our intent was to promote the company and achieve our
overall goal of raising additional capitalization. I want to
let you know that the directors and senior management of CCAJ, and
I personally, continue to believe that CCAJ and its subsidiary
Earth Surfaces offer significant value to investors. We will
continue to base our decisions on what we believe will be in the
best interest of the Company and its shareholders. Further,
we will continue to seek the additional capitalization that the
Company needs to grow and succeed.
Finally, management is evaluating if it has legal or regulatory
remedies against Lambro. If any of you know additional
information that may assist us in this effort please communicate
with me.
Sincerely,
Anthony DiNorcia
Chief Executive Officer
Coastal Capital Acquisition Corp.
Follow Earth Surfaces of America at www.earthsurfaces.net
Contact:
Tony DiNorcia, Chief Executive
Officer
Coastal Capital Acquisition Corp & Earth Surfaces of
America
T: 239-435-7875
Email: tony@earthsurfaces.net
SOURCE Coastal Capital Acquisition Corp.