r-ash
4月前
Does anyone have the December 2025 receivers report of 33 pages? Books will be written.
The details of the stock purchase agreement approved on February 20, 2026, by the San Diego Superior Court remain highly restricted due to the ongoing federal criminal case and the "Expert Market" status of the stock. However, based on the court’s Minute Order (Case No. 37-2022-00051185-CU-BT-NC) and recent receiver activity, the following points define the current situation:
• Approval of the Agreement: Judge Earl H. Maas III granted the Receiver’s (Kevin Singer) unopposed motion for an order approving a Stock Purchase Agreement. The court specifically noted the "pending criminal case with one of the parties" (referencing the federal indictment of the Rosens/RB Capital) during the hearing.
• The Buyer's Identity: While the specific purchaser has not been named in a public press release as of late February 2026, forum activity and recent filings suggest the agreement may involve a "merger candidate" or a group looking to acquire the OPTI public shell to facilitate a new business pivot, such as the previously hyped AI merger.
• Treatment of Compromised Shares: Because the Rosens (RB Capital) and Roger Pawson have their personal assets and shares frozen or subject to forfeiture, the agreement likely involves the issuance of new shares or the transfer of "clean" treasury shares rather than the direct sale of shares held by the indicted parties.
• Purpose of the Sale: The primary goal for the Receiver is to generate liquidity to pay off the $15 million+ in liabilities and the administrative costs of the receivership, which had already reached approximately $50,000 in fees by late 2025.
• Shareholder Impact: Under standard receivership liquidation, common shareholders remain low-priority. This agreement is primarily a mechanism to satisfy senior creditors and potential government "Fair Fund" claims rather than a direct path to immediate retail profit.
Speculation on "Z2O" and "Amazon" Links: The receiver continues to audit the Z2O division and its former leadership (including David Ojeda) for potential asset recovery or inclusion in the sale, as the "Amazon" label was used heavily to boost the shell’s perceived value during the pump phase.
r-ash
4月前
What a tangled web we weave! Books might be written about this in future.
The ongoing legal situation surrounding Optec International (OPTI) and Rafina Innovations (VICA) has evolved into a complex multi-front battle involving federal criminal indictments, SEC civil actions, and state-level receivership.
Here is a breakdown of what is happening with the various stakeholders and assets:
The Rosens & RB Capital Partners
• Status: Brett and Deborah Rosen, the owners of RB Capital Partners, were indicted on January 21, 2026, on 24 counts including conspiracy committing securities fraud and money laundering.
• Frozen Assets: Federal authorities are pursuing the forfeiture of approximately $100 million in alleged illicit profits. This includes their multi-million-dollar La Jolla residence and frozen bank accounts.
• Impact on OPTI/VICA Shares: The government alleges the Rosens used "toxic" convertible notes to acquire shares at extreme discounts (as low as $0.00005 per share) while publicly hyping them as "long-term holds" to create liquidity for dumping. Any shares currently held by them or RB Capital are now subject to federal forfeiture.
Former CEO Roger Pawson
• Legal Status: As of late January 2026, Pawson has not been criminally indicted. However, he is reportedly under investigation by state-level authorities regarding the fictitious $2 billion PPE contract claims.
• Judgment and Frozen Shares: In November 2023, a California court entered a $14.68 million judgment against Pawson for mismanagement and self-enrichment. This judgment effectively bars him from serving as an officer, issuing stock, or using company assets.
• Asset Status: The receiver is currently working to intercept Pawson's personal assets and ill-gotten gains to satisfy this judgment for creditors and harmed investors.
The Receivership & Current Operations
• Corporate Status: OPTI has been in court-appointed receivership since at least February 2024. The company is currently described as a "hollow shell" with minimal cash (under $10,000 as of December 2025) and no active revenue-generating operations.
• Financial Reconstruction: Current CEO Gregg Boehmer is collaborating with the receiver to reconstruct missing or "nefarious" financial data from 2020–2023.
• Stock Purchase Agreement: On February 20, 2026, the San Diego Superior Court granted a motion by the Receiver, Kevin Singer, approving a stock purchase agreement. This suggests an attempt to sell off certain corporate assets or interests despite the overarching insolvency.
Other Key Characters
• Constantinos Zertalis (VICA CEO): Faced with high scrutiny for alleged money laundering via inter-company transfers between OPTI and VICA. He remains unindicted as of January 2026.
• Michael Sinensky (WeShield CEO): Involved in the $70 million acquisition hype that prosecutors now view as a "credibility prop" for the broader fraud scheme. He is not currently indicted but faces moderate risk for potential civil fraud claims.
• David M. Massey (Former SIRC CEO): Named in the SEC's civil complaint for his role in the broader scheme, which allegedly netted $26 million in profits from SIRC alone.
r-ash
4月前
Well, they got Igor and he's naming names. Igor Komarov, 28-year-old son of Ukraine crime kingpin Oleksandr "Narik" Petrovsky, was grabbed while chilling in Bali. Kidnappers dropped a gut-wrenching video where a beat-up Igor begs his folks to cough up $10M they allegedly ripped off through shady call-center scams and OTC stocks. He's missing fingers, got his legs shattered, and they're threatening to hack off an arm next. No cops, no mob pals can touch this, they warn. Word is, Igor spilled on his dad's protection rackets for these fraud ops right in the clip.
Unknown if any below with OPTI have ties but would not surprise me. Once they start hacking off arms names get named.
Brett & Deborah Rosen
RB Capital Partners, Inc.
Roger Pawson
Michael Sinensky, WeShield CEO; involved in $70M acquisition hype.
Misrepresentation of acquisition value; potential fraud-adjacent. RICO
David M. Massey.Former SIRC CEO; tied to broader scheme. Aiding/abetting fraud
(named in SEC complaint). Charged by SEC; cooperation could lead to testimony against others.
Constantinos Zertalis, VICA CEO; facilitated OPTI controlling interest, Misrepresentation of VICA revs
money laundering via inter-company transfers, high scrutiny for RICO transfers
Promoters (e.g., Dr. Drew Pinsky, Kevin Harrington),
Z2O People (e.g., Pre-Acquisition Owners/Managers
David Ojeda ("Amazon People")
Dragon Lady
4月前
Trying to get SPA to you -
I have a mash-up of an Order proposed by Singer and a subset of that is the SPA actual portion.
Working on it now to see if I can slice n dice it and get it formatted to post somehow.
Basics of it -
Rosen "paid" (he won a judgement for $10 mil or whatever - so Singer says OPTI is worthless, so "selling" the shell to Rosen is a form of relief. IMO, this was ALL pre-written and worked out by Dirty Brett !!). Jest of it is then - Singer says, "OK, so what would happen is Brett "pays" $210,000 in a "credit offer" aka I guess off-set to the $10 mil he is owed which we now know is 100% a criminal scam, but Singer doesn't care.
Rosen sorta-kinda "pays" this $210K however (does real money change hands - I don't know? ) and FOR THAT Singer says that some expert he hired, a dude named Bryan Clark to "appraise" OPTI assets blah blah blah. He with Singer conclude it's a broke, BK, busted out shell.
So supposedly - Bryan "the expert" works it out that well, the only way to get pay Brett all good, is to give him for $210K "credit paid" (whatever that means?) give him the former Roger Pawson 55,000 controlling shares aka the preferred stock shares which you and I should be able to find in some old OPTI SEC filing.
That's the jest of it - BUT...here's the dirty Brett part which we knew was part of the scam !!
Singer says in the SPA - the ole Brett has "asked" that the Roger Pawson shares be x-fered from the Transfer Agent to who - NOT Brett and NOT RB Capital...NOooooo...it says he "elected" to have them given to good ole buddy pal play-acting as "New CEO" ole Gregg Michael Boehmer. Yep - ya can't make this shit up !!!
SOooo....THAT is where the FBI-DOJ need to be 100% "up to speed" as it's "possible" that they might not "see" WTF really is taking place here. Aka Rosen is x-fering 100% control of OPTI to his hand-picked old buddy pal and co OTC scam ticker hustler, none other than Boehmer.
I believe personally - ALL this was "worked out" PRIOR to DIRTY BRETT knowing he was getting criminally indicted. The "plan" IMO - was Boehmer in short order would have turned right around and given 100% of the control shares right the hell back to DIRTY BRETT.
Rosen even boasted about this exact plan - on the Youtube Buffalo Fireside scam pump and dump video "shows" he did, and he did a shit ton of them promoting OPTI and "All is good, should take a few more weeks and I, I BRETT ROSEN hand pick the new CEO and then he cleans it up and then BAMM my fantasy AI company is rolled in" blah blah blah. This scam was planned like 2 years ago - then went all FUBAR when it went Skull & Bones and Pawson vanished.
I've got feelers out on Pawson - like no fly list checks etc. He's either dead and/or in a non extradite country - I can't 100% say for sure yet but am working on it. IF he can be found - then the FBI will 100% "know it", but I haven't been able to get a source on that info I trust yet.
Let me see if I can get thee exact SPA wording for you though - I've got a bunch of balls in the air here today, just stuff around the house and workers here doing some things etc.
Dragon Lady
4月前
Thanks Td !! Figured it was something like that.
Mucho thanks as always on the emails - waaay freaking easier than using snail mail to the DOJ folks in San Diego !!
Yeah...I "worked" that...cough cough..."court source" for a long time (really stumbled onto them in a very "fortuitous" way and man, hit pay dirt !!) and they ended up feeding me some real, real good info on the down-low !
If you read the court minute order aka summary of the hearing Feb 20 yesterday - Judge Maas let counsel speak first ....THEN he informed them "There's a criminal matter regarding the party involved aka Rosen and RB Capital and I have serious concerns about it". He was seeing if Singer and Brett's attorney would tell him first or were they going to try and play him as a damn fool.
Then Singer jumps in and talks all his shit - with the bottom line he REALLY wants to get paid and also wants the hell off this hot potato now - as it's got the damn FBI and DOJ and probably NORAD nukes aimed at it, it's so freaking dirty. This Rosen scam - it's dollar wise one of the biggest OTC hustles in a decade or more - real serious shit went down !
Maas - as far as "the law"...real bottom line "law"...has had this case on his docket I think 3 yrs now...something like that...2022....he had let it run its course even making Singer "give one last final notice" to any other 3rd party claim holders etc. No one showed up.
Thus, when they conferred with Sr legal counsel of "The Court" the bottom line was - Maas ran a standard Receivership case and it ain't his job to crack open what will be FBI work as to G. Boehmer likely being "hand picked" BY DIRTY BRETT and potentially even paying-off Singer to get G. Boehmer hand picked, etc. Those are criminal matters potentially - and this is a Civil district court with a massive loaded docket dealing with a case (OPTI) regarding a business ownership matter.
Thus, The Court concluded....punt it and wash their hands of it. IF they went into the rat hole of the criminal case - this POS might be "on their docket" for realistically another 2 to 3 years easy as Rosen's case works through the FED DOJ criminal court system not to even mention the parallel SEC case needing to playout.
Bottom line - Maas is well versed (he read the entire DOJ formal complaint and indictment - I know that for certain) versed that ANYTHING regarding OPTI and ROSEN are 100% under the microscope now of the FBI + DOJ + SEC and Rosen ain't gonna get this scam back-doored into a damn thing using Boehmer, knowing the dude is "CEO" of BLQX aka BlockQuarry NAMED in the very criminal indictment against Rosen !!
The Boehmer-Rosen connection is being exposed and is gonna bury this shit heap deeper than it already is. Me personally- I'd not be surprised to see some folks such as Boehmer and a few "other" clowns tied to Rosen indicted, before it's all said and done. The OTC penny hustle ticker "solar company" idiot already is tagged in the DOJ indictment - as he closely aided Rosen in his crimes. And we know there's unknowns still - listed as person #1 and #2 or whatever, etc.
OPTI is dead and will remain SKULL & BONES.
Let me see if I can post the document as to the SPA (Share purchase agreement) directly - or I might need to try and copy the text of it. But I'll get it posted up for you in just a bit. Just catching up a last few things around home here - will have computer time just a bit later. It has the $dollar amount in it, number of controlling shares, terms etc.
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