Mysterious Developer Is Pushing Billions In Georgia Megaprojects. An SEC Veteran Warns: Buyer Beware

Bear Village is being pitched as a $650M game-changer for Commerce, Georgia.

The resort would bring indoor and outdoor water parks, a 600-room hotel, a cart track, an entertainment center, retail shops, timeshares and a 15,000-gallon freshwater aquarium to the quiet city of 8,800 people 70 miles northeast of Downtown Atlanta.

But Bear Village currently appears less a resort than a mirage — the centerpiece of a web of hype, failed deals, dubious filings and crypto-fueled promises.

Its would-be developer, a penny stock company called Webstar Technology Group, also plans to build a billion-dollar mixed-use project in the heart of Atlanta. 

But Atlanta-based Webstar has left behind a trail of red flags, a Bisnow investigation found: nonexistent permits, collapsed land deals, unverifiable résumés, Securities and Exchange Commission filings riddled with errors. It all adds up to what public company accounting experts warn could be a scheme that misleads investors.

“It’s your classic pump and dump,” Lynn Turner, former chief accountant of the SEC, opined to Bisnow after reviewing details of Webstar's corporate history. “Unfortunately, it sounds like criminal activity.”

Webstar CEO Ricardo Haynes said in a February press release that Bear Village would create an “unparalleled entertainment experience that will attract families, thrill-seekers and tourists from across the Southeast and beyond,” citing “strong community support.”

No officials in Commerce have heard of Haynes or Webstar.

Though the company claimed in a regulatory filing to have a land deal in Banks County, it has apparently never applied for permits or inquired about utilities. A $5M agreement made in 2023 collapsed last year. The publicly traded company still hasn't disclosed that detail to its investors.

“The size of it and for a water park, you’d think before they chose somewhere to locate, they’d investigate the water availability,” Banks County Commission Chairman Taylor Griffith said. “We don’t have the water for it.”

But Webstar is pressing forward. 

It has signed a contract to buy a 10-acre property at a critical juncture in Downtown Atlanta, where it announced plans to build a $1.2B resort, partially financed through the sale of crypto tokens. But local Atlanta officials say they, too, have never spoken to Webstar, and stakeholders in the area told Bisnow they doubt its plans will ever see the light of day.

Webstar officials deny the company is operating as a pump-and-dump scheme — in which a business's owners make false or misleading claims to artificially inflate its stock price — and claim that the deal for the Atlanta site shows it is legitimate. They also point to their “full regulatory transparency through SEC filings” and long-term strategic model as proof that their projects are legitimate.

When Bisnow asked about the failed land deal in Banks County, Haynes said in a statement that “the original site was found to contain wetlands during our due diligence (costing the company both time and money that are unrecoverable), making it unsuitable for development.”

He didn't say why the company hasn't disclosed that fact to the holders of its 400 million shares of common stock. But he did say that Webstar has identified a new site in Commerce for Bear Village and plans to file an SEC disclosure when it signs a contract.

“Through our local liaison, the City of Commerce is working in coordination with a neighboring county to support the required water infrastructure,” Haynes said in the statement. “If necessary, we are prepared to implement a self-sustaining system, including drilling wells, water tanks and recycling solutions.”

This claim also appears to be overstated at best and, at worst, untrue.

“I am unaware of any location for this proposed development. The city has not coordinated nor spoken with another county to support this proposal,” Commerce City Manager Matthew Hailey wrote in an email. “I, nor staff, have been contacted by anyone representing this proposed development.”

From Cannabis To Condos

Until last June, Webstar was a software firm. That’s when Haynes and four partners — Donald Keer, Eric Collins, Lance Lehr and Tori White — acquired its preferred stock in a $500K deal and shifted its focus to entertainment and resort development, according to SEC filings.

It wasn’t their first reinvention. 

In 2022, the same group took control of Thunder Energies, a startup cannabis firm — not to sell marijuana, but to pursue their resort ambitions.

Meanwhile, they have been selling shares on over-the-counter markets while releasing press statements and SEC filings that, according to accounting and securities experts who reviewed them, raise red flags about the company’s viability and the legitimacy of its disclosures.

“It looks like a Ponzi scheme,” was the view of Preeti Choudhary, a professor of accounting at the University of Arizona and an adviser to the Public Company Accounting Oversight Board, a nonprofit created by Congress to oversee publicly traded U.S. companies. 

“They keep reincorporating under new names in businesses unrelated to that purpose,” she said after reviewing Webstar and Thunder Energies filings at Bisnow's request. “And then they try to make the business about that amusement park thing, which has nothing to do with the business purpose of what they acquired.”

The earliest record of Bear Village dates to July 2020, when Donald Keer, a Pennsylvania-based attorney, incorporated Bear Village Inc. as a for-profit entity in Wyoming, listing its headquarters in Snellville, Georgia. 

On Nov. 3, 2020, Keer filed an offering statement with the SEC, declaring plans to sell 10 million shares of common stock and raise up to $50M. Ten days later, the SEC’s Office of Real Estate and Construction sent a letter to Haynes, listed as Bear Village CEO, stating the offering “fails in numerous material respects to comply with the requirements of Regulation A.”

Over the next 16 months, Bear Village and the SEC traded correspondence as the company attempted to fix the filing’s deficiencies. On March 10, 2022, Bear Village submitted an updated offering circular outlining plans for wildlife-themed resorts in Pigeon Forge, Tennessee, and Commerce, Georgia — each to include waterparks, condos, timeshares, hotels and adventure centers.

The filing was riddled with spelling errors and awkward, sometimes baffling language. 

One sentence, under the section “Energy Operating Philosophies,” cuts off without an ending: “Procedures will be developed to ensure that equipment and facilities operate under”

Another example: “During the planning and design phase careful consideration will be given to using finishes and case good that will provide a durable product that will maintain its luster for years to come.”

Choudhary said that, in her experience, such mistakes are rare in public filings and may signal weak internal controls.

Haynes, Keer, Collins, Lehr and White are all listed as officers in the offering circular. Eighteen days later, on March 28, 2022, the SEC issued a notice of qualification. It was Bear Village Inc.’s final filing.

Just weeks earlier, the same five individuals had acquired a cannabis penny stock company called Thunder Energies, according to SEC records. Keer had previously worked for the firm. They bought 100% of its preferred shares for $50K and soon rebranded the business around real estate development.

Thunder Energies’ filings detail executive compensation, loan forgiveness and a $40M promissory note to Turvata Holdings Ltd. in exchange for 50,000 cryptocurrency tokens called Rora Prime Coins, each valued at $800.

Crypto remains central to the Bear Village pitch — Webstar issued a press release in April announcing that it would “leverage blockchain tokenization” for its real estate projects so that investors would have more “secure, transparent, and efficient avenues to participate” — but Haynes and Keer didn't respond when Bisnow asked if the Rora coins are still tied to the project.

Keer was already working as an attorney for Webstar's founder and controlling shareholder, James Owens, when he introduced Owens to the Bear Village team and suggested the acquisition, Owens told Bisnow in March. 

In that interview, Owens said he set up Webstar as a software licensing company but sold it to Haynes, Collins, Lehr, White and Keer, who were looking for a corporate vehicle to raise money on a bigger stock exchange than the over-the-counter market.

“This vehicle is perfect for what they’re trying to accomplish,” Owens said at the time. “If they obtain their funding and do everything they’re supposed to do, they can take this to the Nasdaq.” 

'A Sign Of Not Good Things'

Since executives from Thunder Energies took control of Webstar, the company has repeatedly filed late financial reports and failed to disclose key developments — warning signs to the public company accounting watchdogs that spoke to Bisnow. Its stock has lost 80% of its value and is now trading at 4 cents a share.

“Late financial reporting has typically been a sign of not good things. That suggests that they don’t have good internal information,” Choudhary said. “Oftentimes late reporting is associated with poor accounting.”

Turner, who was credited with upgrading the SEC's regulation of public company audits during his tenure in the 1990s, said Webstar's checkered history of auditors raised particular alarm. 

Shortly after Haynes and Keer's group took over the company, it terminated the accountant Owens had used, Florida-based Assurance Dimensions, and replaced it with Olayinka Oyebola & Co., based in Lagos, Nigeria. Webstar’s new leadership didn't give a reason in the Aug. 19 SEC filing disclosing the switch.

The following month, the SEC charged Olayinka Oyebola with aiding and abetting a $250M fraud by failing to take action when Nigerian tech entrepreneur Dozy Mmobuosi “created multiple fake audit reports bearing Oyebola’s signature and included them in SEC filings as though they were issued by Oyebola’s firm.” Oyebola denied the allegations and is negotiating a settlement with the SEC, according to court records.

Webstar fired Oyebola in January and replaced the firm in March with Ahmedabad, India-based Pipara & Co LLP, according to a filing, which lists Pipara's New York office in Rockefeller Center as its address. 

Pipara audited Webstar's 10-K annual report, which was filed more than a month late in May. It signed the report from its Delhi, India, office.  

“It is extremely unusual to see a legitimate public company terminate a small U.S. audit firm and then in turn retain a Nigerian-based audit firm who then has troubles, and you terminate that auditor before they do any audit and hire yet again another audit firm from outside the United States, in this case India, to perform the audit,” Turner said. 

“That should be a huge red flag for investors with respect to the legitimacy and transparency of the financial statements of the company.”

When asked in March about the late filings and the firing of his former accounting firm and hiring of Oyebola, Owens expressed surprise and said he would inquire about it. He still owns millions of Webstar shares.

“If I saw a problem here, I’d be on it,” he said. “And now you got me on high alert.”

In response to follow-up inquiries from Bisnow, Owens has declined to make any additional public statements.

Webstar still hasn't paid him $325K of the $500K purchase price, it disclosed in an SEC filing on Friday, even though their deal stated that it should be paid within 90 days of the June 14, 2024, closing date. Turner said that means the new Webstar leadership team defaulted because it never fulfilled the terms of the purchase agreement.

The preferred stock, which has supermajority voting rights for the company, is still being held in escrow, according to the company's most recent filing.

“You have to ask yourself, who in the hell even owns this thing?” Turner said.

Haynes' biography states he spent 15 years with “Marriot Corporation” working in property development, licensing and investment. Another Haynes bio in an SEC filing claims he worked for Hyatt and Hilton. 

Haynes doesn't list Marriott, Hilton or Hyatt as a past employer on his LinkedIn profile. None of the three companies responded to Bisnow's request to verify his past employment. Haynes didn't respond to a question asking for more details about his work history.

Collins is listed as president of the firm, Lehr is chief operating officer, and Keer is corporate attorney. The only real estate experience they disclose is Collins' work buying and selling residential property for Top Flight Development Group and Lehr claiming to have worked at “the senior most level of projects ranging from Ski Area’s with Hotel, Condo, F&B and Adventure Parks to Indoor Water Park Resorts development and operations.”

White isn't listed as a board member or officer, although she is identified in a Thunder Energies filing as the company's director of real estate development.

In an offering circular filed with the SEC on March 17 — an attempt to sell more than 1.4 million shares — Adrienne Anderson is listed as Webstar's chief financial officer. But she submitted her resignation as interim CFO on Feb. 19, according to Webstar's May 2 filing. No new CFO has been named.

The SEC still hasn't approved the stock offering, according to Webstar's filing last week. An SEC spokesperson declined to comment for this story.

The Forge Gamble

The 10 acres at Ted Turner Drive and Whitehall Street in Atlanta that sit on the borders of Mechanicsville, Castleberry Hill and Downtown long served as the headquarters and distribution hub of Gourmet Foods International.

GFI moved elsewhere, and it sold the land in 2021 to Jae Kim, a developer who planned to build a 3.8M SF life sciences-anchored mixed-use project called Forge Atlanta. Kim lost the site two years later after GFI founder Russell McCall foreclosed on the seller financing he gave Kim for the purchase. 

“Right now, it’s a huge, vacant site at the confluence of three Atlanta communities,” said Atlanta City Council Member Jason Dozier, whose district includes the Forge site. “Having a development down there would reconnect these communities in a meaningful way.”

McCall tapped SSG Realty Partners CEO David Branch last year to market the site. Branch found a new buyer: Webstar Technology Group. 

Webstar plans to build a mix of luxury and middle-income housing, hotels, an entertainment center, conference center, cultural center, office space, retail, green space and parking, according to a June 30 press release announcing it had placed the site under contract.

The company is still working with Kim on the project. Webstar owns 80% of the development venture, Forge Atlanta Asset Management LLC, while Kim's Urbantec Development Partners owns the other 20%, according to the company's latest SEC filing.

“Jae said, ‘Dave, I think they’re going to pull this thing off,’” Branch told Bisnow in June.

Webstar agreed to pay Urbantec — spelled “Urbatec” in the filing — $3M when McCall accepts the purchase and sale agreement. The company put $100K into escrow to execute the PSA last month, it said in a separate filing. At the end of March, it had $259 in cash on hand, according to Webstar's quarterly report for the first quarter, which was filed late, on July 10. 

Kim is now a vice president at CBRE, working on manufacturing and logistics deals in the Southeast. He hasn't responded to multiple calls and emails. 

While they said they don't expect to close on the Forge site until January, Webstar's executives say they are already in motion. Keer told Bisnow it is preparing condo presales and negotiating with general contractors.

The company said in separate releases that it is working with architecture firm Nelson Worldwide on both Bear Village and Forge Atlanta. It listed CBRE Hotels/Valuation and Advisory Services as a corporate partner in its March 17 circular.

A Nelson spokesperson declined to comment. A CBRE spokesperson declined to comment when asked about Kim's role and if it is working with Webstar. 

Webstar also told prospective investors it expects to work with Wyndham — but doesn't have a deal lined up yet.

“Webstar Technology Group intends to use Wyndham Hotel and Resorts as the operating facilities of all of its subsidiaries,” the filing states. “At the current time negotiations are taking place but a final master licensing agreement has not been entered into at this time.”

Wyndham didn't respond to numerous emails and calls seeking comment.

Despite the scale of Webstar’s proposal, the company apparently has yet to contact Atlanta’s planning department or city officials. Dozier previously held multiple meetings with Kim but said no one from Webstar has reached out.

A Department of City Planning spokesperson confirmed that no permit applications have been received for the Forge site. The city's director of zoning and development said in a statement that she hasn't spoken with any representative from Webstar. 

Dozier expressed concern after learning from Bisnow that Webstar’s land deal in Commerce fell apart and the company hasn’t yet completed a single project.

“The more you tell me, the more I’m concerned,” he said.

Webstar's failure to disclose the collapse of its Commerce deal is a material omission that shows Webstar isn't being transparent with its shareholders, Choudhary believes. While its $16M market capitalization might be small, Turner estimated that every investor who has bought shares in Webstar is likely to suffer a total loss.

“The SEC should shut this stock down from trading, like, yesterday,” Turner said. 

UPDATE, JULY 14, 1:20 P.M. ET: This story has been updated with a response from the Atlanta Department of City Planning.