[ATVE]: Activecore Technologies Inc., Peter Hamilton & Brian MacDonald. The Filing of False and Misleading Statements with the SEC

1. Peter Hamilton is the current President and CEO of Activecore Technologies Inc. (“ATVE” or “the Company”) a publicly traded company with OTC symbol ATVE.

2. Brian MacDonald was the former Chairman of ATVE.


3. SEC regulations call for the filing of Form 4 with the SEC by the end of the 2nd business day following the transfer, sale, purchase or grant of securities of a public company by its officers and directors.


4. According to SEC filings, on April 28, 2004 Peter Hamilton divested of 23.9 million ATVE common shares. On the same date, April 28, 2004 Peter Hamilton received 20.8 million ATVE common shares from ATVE. According to SEC filings, Peter Hamilton owned a total of 27.2 million ATVE common shares as of April 28, 2004 as a result of these transactions.


5. According to SEC filings, on April 28, 2004 Brian MacDonald divested of 23.2 million ATVE common shares. On the same date, April 28, 2004 Brian MacDonald received 25.8 million ATVE common shares from ATVE. According to SEC filings, Brian MacDonald owned a total of 32.2 million ATVE common shares as of April 28, 2004 as a result of these transactions.


6. As per paragraphs 4 & 5 above, the total amount of ATVE common shares owned by Hamilton and MacDonald as of April 28, 2004 was 59.4 million.


7. Even though SEC regulations required Hamilton and MacDonald to file the form 4 with the SEC by the second business day after their purchase/sell transactions, they delayed the form 4 filings for almost 8 months, until December 15, 2004. These form 4 SEC filings by Hamilton and MacDonald are listed below, together with the proper secinfo.com links:

http://www.secinfo.com/d12TC3.1w81.htm
Macdonald Brian John • 4 • Activecore Technologies Inc • For 12/1/3 Filed On 12/15/4 12:37pm ET • SEC File 0-30397 • Accession Number 1144204-4-21774

http://www.secinfo.com/d12TC3.1w8z.htm
Ham ilton Peter J • 4 • Activecore Technologies Inc • For 12/1/3 Filed On 12/15/4 12:40pm ET • SEC File 0-30397 • Accession Number 1144204-4-21775


8. There are no other SEC filings between April 28, 2004 and December 15, 2004 that show the sale, purchase, transfer, grant, divestment or any other transactions for ATVE common stock by Hamilton and MacDonald.


9. From the end of April 2004 to December 15, 2004, the period between when Hamilton and MacDonald were required by the SEC to file their form 4’s illustrating their ATVE common stock sales of 47.1 million and when they actually filed the form 4 with the Securities & Exchange Commission, the Company issued numerous public statements and press releases regarding the bullishness of ATVE’s business. None of these public statements by Hamilton, MacDonald and ATVE stated that the two Officers/Directors had sold 47.1 million common shares of ATVE in April 2004. These 47.1 million shares amounted to approximately 14% of ATVE’s total common shares outstanding, and almost 50% of these two officers’ holdings as of April 28, 2004. These percentages would be considered significant by any measure. The sale of such large ownership in a company and such large percentage of their holdings by its two top officers/directors would be considered very bearish.


10. In preparation for ATVE’s annual shareholders meeting scheduled for November 29, 2004, ATVE filed a proxy statement with the SEC, which was also sent to all stockholders of record. This proxy statement, form DEF 14A, was filed on November 2, 2004. A vote by stockholders was expected to occur during this annual meeting to a reverse split of the company’s common shares as such:

(2) To approve an amendment to the Company's Articles of Incorporation to allow the Board of Directors to authorize a split or reverse split in the outstanding common stock of the Company at any time determined solely by the Board of Directors without calling a special meeting or annual meeting of shareholders provided the authorized common stock does not exceed the current 500,000,000 shares;


11. In a bold move to deceive the stockholders and potential investors of ATVE, the proxy statement mentioned in paragraph 10 above failed to include the sale of 47.1 million shares of ATVE common stock by Hamilton and MacDonald which occurred almost 7 months before the filing date of November 2, 2004 for the proxy statement. The link below shows that, in the proxy statement, Hamilton and MacDonald falsely stated that they owned a combined total of 106.5 million ATVE commons shares, when in reality, as per paragraph 6 above, they only owned a total of 59.4 million ATVE common shares. The difference in the amount falsely reported and the actual amount owned was the 47.1 million shares of ATVE that were sold on April 28, 2004 by the two officers.

http://www.secinfo.com/d12TC3.1H1e.htm#f4d
Activ ecore Technologies Inc • DEF 14A • For 11/29/4 Filed On 11/2/4 2:13pm ET • SEC File 0-30397 • Accession Number 1144204-4-17441

The following table contains information about the beneficial ownership of our common stock as of October 15, 2004

Brian MacDonald Common Stock 55,376,418 11.5%
Peter Hamilton Common Stock 51,076,418 10.7%


12. In another bold move to falsify ownership of common stock by Hamilton and MacDonald, only 3 days after the filing of the false proxy statement, ATVE filed a registration statement with the SEC on November 5, 2004, a form SB-2. This SEC filing also falsely listed the total ownership of Hamilton and MacDonald as 106.5 million ATVE common shares. See the link and details below.

http://www.secinfo.com/d12TC3.1hDg.htm#4xe8
Activecore Technologies Inc • SB-2 • On 11/5/4 Filed On 11/5/4 5:21pm ET • SEC File 333-120267 • Accession Number 1144204-4-17855

The following table contains information about the beneficial ownership of our common stock as of October 18, 2004 for:

Brian MacDonald Common Stock 55,376,418 11.5%
Peter Hamilton Common Stock 51,076,418 10.7%


13. Finally, after the sale of the 47.1 million ATVE common shares on April 28, 2004,

and

after the false statements in the proxy statement filed with the SEC on November 2, 2004,

and

after the false statements in the registration statement filed with the SEC on November 5, 2004,

and

after the November 29, 2004 Annual Shareholders meeting,

and

after the 8 month late December 15, 2004 form 4 filing of the sale of the 47.1 million ATVE common shares,

the Company finally files an Amended registration statement on January 4, 2005 stating the correct number of ATVE common shares owned by the two officers, 59.4 million. See below:

http://www.secinfo.com/d12TC3.z4v.htm
Activecore Technologies Inc • SB-2/A • On 1/4/5 Filed On 1/4/5 2:02pm ET • SEC File 333-120267 • Accession Number 1144204-5-144

The following table contains information about the beneficial ownership of our common stock as of December 21 , 2004

Brian MacDonald Common Stock 32,196,969 6.6%
Peter Hamilton Common Stock 27,196,969 5.6%


14. Did ATVE, Hamilton and MacDonald delay the form 4 filing of the sale of 47.1 million ATVE common shares by 8 months and did they file false and misleading ownership of ATVE common stock by the two officers with intent to deceive the investment public - and two times at that? You decide.