06 Sep Dana Resources: From mining to nothing to bottled water
Dana Resources (DANR), a moribund public shell that hadn't attracted serious interest in years, suddenly hit traders' radar screens when, on 26 August, it filed an 8-K announcing new management and a new business plan. In an abrupt change of direction, DANR, which when last heard from was a mining company, would become yet another purveyor of bottled water.
According to the filing, DANR had entered into an asset acquisition agreement with GBP International, LLC; the assets in question “related to the formulation, sales, marketing and distribution of that certain product known as B100%®... including but not limited to patents, trademarks, know-how, trade secrets, supply lists and other assets and intellectual property.” There was also the change in management. Vitaliano Lombos Jr, sole officer and director, resigned; he had ostensibly replaced Len De Melt, the former sole officer and director, on 3 May. In reality, De Melt had disappeared years earlier; the company's last communication of any kind was an 8-K describing a Reg S private placement filed on 4 April 2010.
Who was Lombos? All that can really be said is that the name is Filipino. No Vitaliano Lombos turns up in any SEC filing, and Google searches yield nothing useful. Why was he named to serve for only a few months, and who put him in place? There are no answers. While the filing automatically bumped DANR from Pink No Info to Limited Info, it failed to offer much needed illumination on a number of points.
It did, however, move the stock price. Dana had been trading between $0.0007 and $0.0010, but surged to an intraday high of $0.0079 on the news; a tidy profit for anyone lucky enough to be sitting on a position bought in the trips. Volume surged with it, from practically nothing to a respectable 43 million shares on the 27th. That was largely thanks to an energetic message board pump effort staged by well-known “unofficial” promoters.
No news followed, and both price and volume subsided as players wondered what would come next.
DANR's beginnings as DanaPC.com
The company began life as a shell whose registration was the work of California attorney Jehu Hand. The name came from his address in Dana Point, which was used for DANR in its initial registration statement. Hand, now in his fifties, is a securities lawyer, and over the years he's been involved in more than 100 public offerings. In many cases he worked for issuers, but he's also created many microcaps. When he does, he receives stock for his legal services, and sometimes acts as a company officer for awhile. He is usually a selling shareholder in the initial S-1.
Years ago, forming and selling blank check companies was a lucrative sideline for attorneys familiar with the penny market. In 1999 and 2000, Anthony DeMint registered a large number of them. They were all 1934 companies, which meant that both the company and its insiders had SEC filing obligations. At first he gave them conventional names, but apparently ran out of ideas. Possessed of an excellent sense of humor, he called one “Nothing Corp,” and another “Too Late Financial.” Oddly enough, Nothing had has once been named something: Titanic Music, Inc. Titanic had not been registered with the SEC, but had been incorporated in Nevada. Plans to build a company around the name fell through, and so when preparing the Form 10, he changed it to Nothing. An amusing choice, but not one that worked out well in the end. No one bought the shell, and DeMint finally filed a Form 15 to terminate registration in 2008, having faithfully kept up with filings for all those years.
In the registration statements for Nothing and his other companies, he was upfront about the their nature: they had no business and no employees; they existed only to be purchased by a private entity wishing to go public in a reverse merger. Jehu Hand's shells, DanaPC.com included, were somewhat different in that they proposed specific business plans and named officers in addition to Hand himself. (DeMint had been the sole officer and director of all of his companies.) The reason for Hand's different approach was that by the middle of the first decade of the new century the SEC had developed a strong aversion to blank check companies. In 2008, the agency officially changed its policy, revising Rule 144 to make it unavailable to the holders of restricted stock in shells. Fully-reporting shells like DeMint's companies had to introduce an actual business, and then maintain their filing status for one year before shareholders could sell; non-reporting shells had to acquire a business, file initial registration statements with the SEC and wait a year.
Blank checks were suddenly unattractive, and the people who once created them began to insert nominal businesses. Mining was—and still is—popular, because the issuer need only purchase a claim and keep up with minimal required payments on it to say it's “operational.”
Hand formed DanaPC.com in November 2006, before the SEC amended Rule 144, and so did not hesitate to call it a shell company. Although it had a business plan—the idea was to create a website that “assists consumers in solving everyday problems with their IBM compatible personal computers”—but probably there was no serious intention to execute it. Hand wasn't trying to attract investors; he was trying to attract a buyer for the shell.
Dana was a Wyoming company with unlimited authorized stock; Wyoming is the only state where that's permitted. It's advantageous for penny stocks, because continually raising the authorized can be expensive: the bigger the raise, the more costly is it. Hand was secretary. Yuriy Semenov was CEO, president and a director. Semenov was a 24 year old Ukrainian who'd been a student only two years earlier. His day job was running Athena Travel, an agency in Kiev.
Semenov was a seemingly improbable choice. It is not known how he and Hand became acquainted, but they worked together on at least four other occasions, in Cleantech Biofuels, Inc. (CLTH), China Advanced Technology (CADT; later GFMH), Crown Marketing (CWNM) and most recently ReFill Energy (REFG). Semenov may have seen Hand, who speaks fluent Russian, as a mentor.
It seems possible that Semenov and Hand met through shared business interests of an entirely different kind. In 1994, Hand created a Delaware shell company called Marin Technologies, Inc. It morphed into Meyrcom, Inc., and then in 2004 became Russian Athena, Inc. In his SEC filings, Hand emphasized that Russian Athena (“Ruskaya Afina” in Russian) was not a “mail-order bride” business, but a sophisticated entrant into the “modern foreign bride industry.” The Russian branch of the business was located in Sochi, but it also had a Ukrainian connection. Hand explained that “we will also link to RussianAthena.com at an agency website, athenaagency.com, operated by our management in Ukraine. At the Athena Agency site, Hand welcomed inquiries from prospective suitors of young Russian and Ukrainian women. Semenov is not mentioned, but all of the named local staff is female; perhaps he stayed in the background.
The illustration is an old page from the AthenaAgency.com site; Hand described it as “our sister agency.” The Athena marriage sites got big traffic in 2004 and 2005, but perhaps most viewers were window shoppers. The public company stopped reporting in 2004. Registration was revoked by the SEC in 2008. It had been named in an administrative enforcement action along with six other Hand shells. Perhaps the action has something to do with the amendments to Rule 144.
DanaPC.com had not really been formed to offer helpful advice to PC users online; it was intended to be sold in a reverse merger transaction. The S-1 Hand filed on 7 November 2006 offered 6 million shares at a proposed price of $0.01 per share. Yuriy Semenov and Hand were both beneficial owners, with Semenov holding 10 million shares, or 62.5% of the company, and Hand holding 2 million, or 12.5%. Hand's portion included 1 million shares owned by Ecco Petroleum Family Limited Partnership, an entity he controlled, and 1 million shares owned by Sheridan Clearing Corporation, the nominee for an investment group he directed.
There were six selling shareholders. Hand, in his own name and the name of Sheridan Clearing, would be registering and selling his entire position. Hand's brother Adam Hand would be selling one million shares through Pacific Coast Distributors LLC. The others were Randall Peterson of San Clemente, Bogdana Kovchuznaya, a Ukrainian woman, and Coolserve Corporation, a Minsk company owned by Alexander Sosnovsky. Semenov would retain his entire position.
There would be 16 million shares outstanding after the offering. The S-1 was declared effective with unusual speed; the process took only two weeks.
That accomplished, nothing happened, except that on 21 August 2007, the selling shareholders signed a lockup agreement. Randall Peterson had sold his shares to Duluth Venture Capital Partners LLC; Duluth would also participate in the agreement. Each of them, except for Duluth, would send their original certificates to the transfer agent, who would reissue 975,000 shares of restricted stock and 25,000 shares of free trading stock as a replacement. Duluth would tie up only 765,000 shares; the rest of its 1 million share holding would be freed up. The agreement would be in place until 30 June 2010, but could be cancelled in certain circumstances, including a “tender offer or buyout.”
None of that made much difference; the stock still didn't trade.
On 21 February 2008, the long-dormant shell got a new lease on life. The company announced a name change “to reflect the Registrant's intention to acquire natural resource properties.” In addition, there would be a 70:1 stock split, to provide more liquidity. Unlike the forward splits done by, say, Awesome Penny Stock picks, no single current shareholder would end up with a disproportionate amount of stock. That was because the lockup agreement participants decided to cancel the shares subject to the agreement, leaving themselves with 1.75 million shares apiece (except for Duluth, which would have a little more). Semenov joined in, canceling 9,642,857 of his 10 million pre-split shares. The resulting post-split shares outstanding would be 50,200,010.
More changes were on the way. A few days later, DANR let shareholders know it had signed a letter of intent to acquire 19 precious and base metal mining claims, patented and unpatented, in Peru. The seller would be Elmer Moises Rosales Castillo. The price was 25 million shares of restricted stock; the company would also be obliged to pay royalties and standard maintenance fees.. On 5 May, Semenov resigned all his positions, and Len De Melt (or DeMelt), a Canadian miner from Vancouver, was appointed to fill them. The deal for the properties closed on 3 June, with the 25 million restricted shares valued at $1.1699 per share, for a total value of $29,247,500. By the terms of the agreement, 23 million shares were issued to Rosales Castillo, and 2 million to SMRL Virgen De Las Nieves IV, a Peruvian corporation. They were restricted from sale or transfer until 16 May 2010. Rosales Castillo was appointed chairman of the board and manager of an eventual Peruvian subsidiary. He was to be paid $10,000 a month. In connection with all this, Dana Resources declared that it was no longer a shell company.
The company officially moved to Lima as De Melt prepared to go to work. He would receive only $5,000 a month for his efforts, though he was expected to put in 30 hours a week. The necessary Peruvian subsidiary, called Dana Resources SAC, was formed by early fall.
With the acquisition, DANR's outstanding had risen to 75 million shares, but that didn't last for long. In November 2008, “various shareholders” agreed to cancel another 25 million for no consideration, and the outstanding dropped once again to about 50 million.
Dana's prospects looked good, perhaps, but stock price did not reflect management's optimism. By 31 December 2008, it had fallen to 10 cents on spotty trading.
A failure to thrive
Early 2009 saw a distinct improvement in DANR's price—at the beginning of March it briefly touched $1.48—but volume was still anemic.
By 30 June, the end of the company's fiscal year, it had $7,641 in the bank, with a working capital deficit of $339,712 and a net loss from inception of $19,942,922, and expected expenses to increase in the months ahead. Worse yet, Rosales Castillo, chairman of DANR and manager of the subsidiary, was incensed because his $10,000 a month, owed him as royalties, not salary, hadn't been paid. On 5 August he sent a letter of default on the mineral rights agreement.
The company scrambled to arrange loans, but the dispute remained unresolved. In November, Rosales Castillo resigned from the board. By December, the mineral rights agreement had been terminated. The 10-K reporting all this bad news was filed on 14 October. By then stock price had declined to the single digits.
Press releases were few and far between, most of them unrelated to operations. DANR announced that it would commence trading on the Frankfurt Exchange. It noted the increasing price of gold. It evaluated new properties to replace those lost.
An S-8 filed on 9 December registered 10 million shares, valued at that moment at $511,500. The issuance had to do with the company's employee compensation plan, but it was not specified to whom the stock was given. It may have been used to pay whatever employees were left, or to compensate De Melt. Interestingly, the attorney who wrote the required opinion letter for Dana was Faiyaz Dean of the Dean Law Corp. In the preceding months, Dean's activities had attracted the attention of the Seattle Times and the Wall Street Journal. His claim to unwanted fame was that he'd taken 12 highly questionable microcaps from Russia and Ukraine public since April 2008. Most of Dean's registration statements were apeedily deemed effective by the SEC. Once they were free to trade, they were heavily promoted. Dean has never been sanctioned by the SEC, nor has be been subjected to any disciplinary actions by the Washington bar association.
Given the links to Russia and Ukraine, it's tempting to imagine a connection between Dean and Hand or Semenov, or both. Attempts to demonstrate such a link fail. Dean has offices in Seattle and in Vancouver; it's more likely that De Melt hired him simply because he himself was a Vancouver resident, at least when he wasn't in Peru.
In the second half of 2009, however, a few promotions of DANR were attempted, perhaps some of them at Dean's suggestion. He was, after all, the company's new attorney. The touts were not high profile, but a few were well-compensated. Monster Penny Stocks and a sister company got $150,000 in early August, just as the company's deterioration accelerated.
The promos continued into 2010, to no avail. A desperate De Melt arranged a series of Reg S placements, and announced them in several 8-Ks. First, in January, an aggregate of 25,662,500 shares were issued to “various shareholders as repayment of amounts due to the stockholders and also for share subscriptions received.” That raised the outstanding to 88,437,980 shares. Between February and April another 111 million Reg S shares were added, and another 40 million issued under the employee compensation plan, presumably increasing the outstanding to 239,437,980.
“Presumably” is the correct word, because it isn't a confirmed figure. Following the announcement of the 4 April placement, the company went silent. There were no more press releases, no more SEC filings, no more promotions. Dana Resources had effectively disappeared, without comment on what had happened to its cash or assets, if any still existed. It did not file a Form 15 to terminate registration, and it did not begin posting reports at OTCMarkets, where it was assigned to the Pink No Information tier. It had already been administratively dissolved in Wyoming in September 2009 for failure to pay its tax bill.
Three years passed. And then on 26 August 2013, it filed the 8-K—unaccompanied by a press release—announcing that it was entering the bottled water biz. On that day, the stock opened at $0.0009 and closed at $0.0028. On the 27th, it closed at its intraday high of $0.0047. The price movement was in large part thanks to the efforts of a frenzied Investor's Hub pump group that managed to spread a good deal of misinformation.
The misinformation was not entirely their fault. The new company had neglected to explain a great many things, and continues to neglect to do so.
It's difficult to reconstruct the events surrounding Dana's return to life, as is traditionally the case with resurrections. DANR had been reincorporated—not reinstated—in Wyoming on 12 August. The accompanying data are nonexistent; an examination of the the documents shows only the name of the resident agent: neither the name of the person behind the filing, or even the name of an officer of the company is offered. No one has updated the “Company Info” page at OTCMarkets. On it, as if stuck in a time warp, Yuriy Semenov is listed as president, complete with his address in Kiev, and the outstanding is given as 50,200,710 shares as of 15 May 2008. Eventually that page will be updated, but its current content has been captured here.
All this raises many questions. Who revived the company, and was he authorized to do so? Was it Len De Melt? Probably not. As noted above, according to the SEC filing, the mysterious Vitialiano Lombos “took over” from De Melt on 3 May 2013. Was it Lombos, who resigned all his positions in connection with the Asset Acquisition Agreement? Again, probably not. The 8-K memorializes events that took place on 9 August, three days before the Wyoming reincorporation. It makes sense to suppose that the person who dealt with the Wyoming resident agent was Alan Smith, the new sole officer and director of DANR.
It would also be good to know whether De Melt issued any more stock after he disappeared from view. The outstanding may still be 239 million, but, then again, it may be larger. As with the former company, there are unlimited shares authorized. The transfer agent ought to be able to answer that question, but the identity of the current TA is unknown. OTC Stock Transfer is named on the outdated company info page. A call to a person there who turned out to have an excellent memory elicited some unexpected information: not only does OTC not work for the company now; the company had switched to Island Stock Transfer at some point in 2010. Island was closed for the day when I tried to contact them.
B100% vitamin enhanced bottled water
Alan M. Smith was long a member of the Canadian mining community. Now retired and living in Scottsdale, Arizona, he served as director of a number of public and private companies, and was president and CFO of Consolidated Silver Tusk Mines. He was or is also a beneficial owner of Alan M. Smith & Associates Ltd, which provides consulting services to the mining industry.
Smith doesn't have a Facebook page he could use to explain his new enthusiasm for water, but perhaps it's an interest developed in retirement. In 2011, he and Peter Tunkey became the two controlling managers of GPB International, LLC. Tunkey, a fellow resident of Scottsdale, is much younger than Smith, but he has experience with PepsiCo and in brand marketing. It is GPB that entered into the asset acquisition agreement with Dana.
Smith and Tunkey tried to take B100% public once before. Exactly a year ago, Claridge Ventures, Inc. (CLRV), a Nevada company headquartered in Calgary, Alberta, signed a virtually identical asset acquisition agreement with the pair. (CLRV recently changed its name to Indo Global Exchange PTE; see this Promotion Stock Secrets report.) A little more about the deal was explained, however: the $500,000 payment was to consist of $100,000 cash on closing, with the rest made up in CLRV stock. CLRV was also expected to complete a $1.5 million financing deal to provide working capital for the new venture. Alan Smith signed the agreement for GPB. Smith was not, however, named as an officer of the company; that role was taken by Kelly Wood, an Arizonan who owns KWPR Group, a firm specializing in sales, marketing, and strategic messaging. Wood became secretary, treasurer, and a director of CLRV.
This arrangement did not last long. On 8 April 2013, GPB International sent Claridge a notice of termination; CLRV had been “unable to attract the required funding.” Kelly Woods resigned. Smith and Tunkey decided to look elsewhere to launch their enterprise.
It's difficult to guess why GBP settled on Dana Resources as its new choice. Claridge (now trading as IGEX) was, though a dismal performer, at least current with its SEC filings. DANR is woefully delinquent with its obligatory financial reports, a condition that raises the specter of possible revocation of registration. Smith has considerable experience with public companies, and ought to see the danger. It is to be hoped he took the trouble to find out just how many shares are outstanding. That Reg S stock must be free trading by now, and surely its holders are eager to sell at any opportunity.
B100% has a website under construction, and that has given rise to considerable confusion since the filing of the announcement of DANR's new business direction. Message board posters immediately examined the domain registration and concluded that Dana was now involved with a company called Aruba Capital Management. ACM has a subsidiary, Aruba Brands Corp., that plans to bottle and sell desalinated water from the Island of Aruba starting in the fall of 2013. The chairman of ACM is Terry Neild, who is also the CEO of Casey Container Corp (CSEY), a public company. (See Promotion Stock Secrets' report on CSEY here.)
ACM has made a “significant investment” in Taste of Aruba, Inc. (TOA), an Aruban company, and plans to take TOA public in the near future. DANR investors read all this and were giddy with excitement. That excitement, alas, can be blamed on the B100% website's botched domain registration. It showed the “registrant organization” as Taste of Aruba, named the admin as Kelly Wood, and offered Claridge's number as the telephone contact. It didn't add up, but the explanation wasn't obvious. Finally a skeptical message board poster emailed Wood, who straightened things out:
You’re correct, the agreement between Dana Resources and GPB International, LLC is essentially the same as that entered into with Claridge Ventures in 2012. The Claridge agreement was terminated by GPB in March of 2013 as Claridge had been in default of the agreement for almost five months through no fault of GPB. Following termination of that agreement, GPB began searching for alternative sources of financing. That effort has led to the agreement with Dana Resources.
The domain name ‘DRINKB100.com’ was originally registered in the name of Taste of Aruba but was subsequently acquired by GPB through an agreement with Taste of Aruba. The registration should have been changed to GPB at that time but it appears that was not done. However, that oversight has been corrected today. Incidentally, GPB has trademarked the domain name.
I hope the above answers your questions.
There is no relationship between ACM/Taste of Aruba and B100%. It may be wondered, though, what kind of agreement GPB had with TOA, and why it wanted the TOA domain. In any case, the misinformation has by now been corrected.
There's a short video about B100% that suggests a great deal of research has gone into the development of B100%, though some exaggeration may be involved. The company naturally plans to use only the very purest “municipal water,” and will package it in biodegradable bottles. To help with marketing, GPB has registered several trademarks, including “Thirst for a Better Word.” It is not yet known where the water will be produced, or who the bottler will be.
The Dana Resources story to date is more perplexing than seriously problematic. Jehu Hand has created quite a few shells that, like the majority of OTC shells, have come to bad ends. But Hand is long gone, as is his associate Semenov. The hapless Len De Melt, who failed to make a go of mining in Peru, has disappeared, along with Vitaliano Lombos. The immediate question is whether Dana, whose cash position, as far as anyone knows, is very poor, will be able to meet the conditions imposed by the asset acquisition agreement. Who's supposed to raise the promised money, both the cash and that anticipated to be made available by a financier? Perhaps Smith thinks DANR's public status will facilitate the latter, but it's difficult to imagine where the $500,000 in greenbacks will be found.
In the meanwhile, Dana Resources' stock is sharply off its recent highs. But additional press releases and new filings are both expected and necessary. Substantive developments could send the stock price north once again.