20 Feb Eco-Trade Corp (BOPT) – research request
Since February 11, 2013, BOPT has seen its share price climb from $.45/share to $.67/share. The stock price is up from $.08/share since September 20, 2012. Certainly enough of a price increase to warrant a closer look.
The first thing that sticks out to me is the names William Lieberman and David Price. Both Lieberman and Price are old hats in the stinky penny stock world and neither has a very good reputation.
William Lieberman has been acting the acting president for BOPT since June 11, 2010 when he was planted their as part of a debt settlement agreement between the shell (which at that time was named Yasheng Eco-Trade Corp) and a debt holder named Trafalgar Capital Specialized Investment Fund of Luxembourg. Trafalgar Capital is better known these days as TCA Global Credit Fund which is run by Robert Press and has shown up in past research of ours. Eco-Trade Corp was in debt $3,000,000 to Trafalgar Capital and so Trafalgar Capital filed a lawsuit against Eco-Trade Corp. As part of the settlement agreement, a new series of preferred E shares were created and Trafalgar Capital was issued 300,000 shares of preferred E stock convertible into 600,000,000 shares of common stock giving Trafalgar Capital control of the Eco-Trade Corp shell. In addition to the preferred E shares pay a dividend to Trafalgar Capital of $.70 per share each year payable in either cash or the equivalent in restricted common shares of stock. Also as part of the settlement agreement, Trafalgar Capital was given the power to select a new management team for the shell. Trafalgar Capital hand picked William Lieberman, Andre Lauzier, Jeffrey Stemberg, and Gerry Weinstein.
William Lieberman was the long time CEO of Fox Petroleum Inc (FXPT) which got suspended by the SEC on September 17, 2012 because of concerns about the adequacy and accuracy of public disseminated information being put out by the company. Fox Petroleum Inc claimed to be in the oil & gas industry, but in reality the company had no real oil & gas assets. Lieberman was using the shell to set up debt Note arrangements with family and friends then issuing them super discounted stock to be sold during paid promotions. See some old FXPT research here.
William Lieberman is also the long time CEO of Mammoth Energy Group Inc (MMTE) which was pink sheet junk. William Lieberman and his investment buddy, Izzy Goldreich, took over the dirty shell from Joe Overcash, Frank Morelli, Dominic Martinez, Dan Starczewski, Thomas Pierson, and their group which has been playing shell games with stocks abusing them for their own enrichment through illegal share issuances for years. After taking over the MMTE shell, Lieberman went on to set up his own debt Note arrangements for his insiders while touting future riches from some lithium mining property in Chile that never amounted to anything. MMTE was pumped from triple zeroes to $.004/share in early 2011, but eventually ended up a worthless abused no bid stock.
Of note, the change of control happened immediately following a law suit filed by George Sharp against the BOPT shell. According to that filing, Sharp was paid $25,000 from BOPT to drop the lawsuit and stop talking about BOPT in public. The lawsuit had nothing to do with the change of control, however. It was just a matter of fact detail in the whole scheme of things.
At this point in time, Eco-Trade Corp had $0 in cash, no business operations, no revenues, and $2.5 million in liabilities.
Major changes after William Lieberman is brought in
After being planted into the roll of president, William Lieberman immediately started making some major changes with the shell.
A 1:100 reverse split was conducted wiping out the previous shareholder base and resetting the outstanding share count down to only 1,697,548 shares. The reverse split came with a name change to just Eco-Trade Corp and a symbol change to BOPT.
It is because of this reverse split wiping out the previous shareholders that I will not go into the lengthy history of the BOPT shell which is littered with accusations of fraud prior to June of 2010.
The Trafalgar Capital preferred shares were sold to Sagi Collateral Ltd (Alexander Smirnov) in December of 2010 as part of a private transaction for an undisclosed amount of cash. Sagi Collateral Ltd (Alexander Smirnov) ended up in control of the 300,000 series E preferred shares and a $264,139 short term debt Note. Sagi Collateral Ltd is an Isreali company and Alexander Smirnov is obviously of Russian decent.
On October 25, 2010, Lauzier, Stemberg, and Weinstein all resigned leaving Lieberman as the sole officer/director of the BOPT shell.
On May 10, 2011, Alexander Smirnov put in a notice to convert 50,000 of his 300,000 series E preferred shares into 100,000,000 common shares. He also assigned himself as the Chairman of the Board for the company. The conversion did not end up taking place.
In August of 2012, David Price was hired to handle legal work for $25,000 he was also added as a secretary for the company. David Price can be linked to too many penny stocks to list here - many of which became ugly vehicles of dilution and insider enrichment.
Ugly ugly debt Note conversions
During 2011, 102,051,781 shares were issued in exchange for debts as follows:
- 10,020,000 shares were issued to Kobi Louria to settle a $150,000 debt Note from November 23, 2009 ($.015/share). The shares were valued at $4,998,000 at the time of the conversion because the stock was trading at $.49/share.
- 24,191,781 shares were issued to Tiran Avgi to settle a $365,000 debt Note from November 23, 2009 ($.015/share). The shares were valued at $14,515,068 at the time of the conversion because the stock was trading at $.60/share.
- 67,840,000 shares were issued to Yossi Attia (a former officer) to settle a $1,000,000 debt Note from May 31, 2010 ($.0147/share). The shares were valued at $29,171,200 at the time of the conversion because the stock was trading at $.43/share.
Getting the idea what BOPT is all about yet?
This brought the outstanding share count for BOPT up to 103,854,499 shares as of December 31, 2011.
Letter of Intent / Acquisition + Participation Agreement
On November 6, 2011, BOPT signed a letter of intent with The One Media Technology Corporation. BOPT agreed to issue 100,000,000 shares to The One Media Technology Corporation as part of a share exchange agreement, but the agreement never closed.
Instead on November 30, 2012, BOPT went a different direction. They signed an acquisition and participation agreement with Lanin Group Corp.
Lanin Group Corp is the owner of BakkenQuest LLC. The terms of the acquisition and participation agreement are as follows:
|1)||Eco-Trade agrees to pay a one-time fee within 45 days from execution of this Agreement, of $1,500,000, such payment, which upon mutual agreement between the Parties, may be paid from Participant’s initial Working Interest and Net Revenue Interest from any Prospect Wells.|
|2)||Eco-Trade shall issue to Lanin, 150,000,000 restricted shares in the capital stock of Eco-Trade.|
|3)||Eco-Trade shall grant to Lanin an option to purchase 10,000,000 shares at a price of $1.00 per share, such Warrant Agreement attached as Exhibit “E” hereto.|
|4)||Eco-Trade agrees on a best efforts basis only, to provide $5.5 million for Capital Expenditures (“CAPEX #1”) development on a turnkey basis with Lanin as Operator and Co-Owner, through completion of the well to the tanks. Lanin will receive a 10% Net Revenue Interest Should this CAPEX #1 not occur by the date which is one year following the date of this Agreement, Lanin shall have the option to reclaim and resell at its discretion 60% of the Membership Units.|
|5)||Eco-Trade additionally agrees on a best efforts basis only, to provide up to $11 million drilling and development costs on the second and third Prospect Well (“CAPEX #2”). Lanin will receive a 10% . This percentage split between Lanin and Eco-Trade of Net Revenue interest shall remain in effect over all subsequent wells drilled on the property. Should this CAPEX #2 not occur by the date which is two years following the date of this Agreement, Lanin shall have the option to reclaim and resell at its discretion 40% of the Membership Units.|
If BOPT meets the purchase requirements they will receive the contemplated Oil Lease Rights in the South Bakken Prospect in Montana. Eco-Trade Corporation will also receive the rights to the exploration, drilling and production on a property near Great Falls in Lewis & Clark County Montana, totaling over 5,800 acres.
Signing for Lanin Group was Jigme Ribi.
Jigme Ribi is from Zurich, Switzerland. This isn't his first time signing an agreement with a publicly traded shell. In 2011, Jigme Ribi was an active insider for Uniontown Energy Inc (UTOG) as a shareholder for that company through his company, AD Consult and Invest S.A. after signing a very similar oil & gas agreement with UTOG. UTOG was a Terry Fields scam that was pumped and dumped and eventually suspended by the SEC on February 27, 2012.
Jigme Ribi isn't the only link between UTOG and BOPT. If you look on the OTC page for BOPT you will find the name Patrick Smyth listed as an advisor.
Patrick Smyth is VP of Finance and Director of Uniontown Energy Inc (UTOG).
Coinciding with the agreement, BOPT added two new directors - Canon Bryan and John Pinsent both of which have lots of experience working public companies trading on the Canadian exchange claiming oil & gas operations.
The revamped BOPT website can be found here.
The latest 10Q for BOPT still shows $0 in cash, no revenues, and over $1.3 million in liabilities including $483,222 in debt Notes which includes $255,152 owed to the family of Gerald Schaffer (a former director) from a debt Note dated from May of 2010 and $228,070 owed to Stewart Reich (a former director) from a debt Note dated from May of 2010.
I have no idea how BOPT will come up with the millions of dollars to complete the acquisition agreement with Lanin Group Corp to complete the true ownership rights to the oil & gas claims. To me it looks more like smoke and mirrors to help insiders dump well over 100,000,000 shares.
The are so many red flags in BOPT that it is crazy - William Lieberman, David Price, Patrick Smyth, connections with UTOG, ridiculous debt Note conversions, ridiculous preferred share conversions, an ugly balance sheet. It is obvious based on the debt conversions, preferred share conversions, and the list of insiders what BOPT is really all about.
There really hasn't been any significant volume for BOPT since the ugly debt conversions so nearly all of the 102,000,000+ debt Note shares issued in 2011 remain unsold waiting to be dumped into the market.
Many of these red flags do suggest that BOPT will receive plenty of market awareness in the future. I know I wouldn't trust anything the company says about share distribution or anything the company says about progress with business operations based on the history of UTOG, FXPT, and MMTE.
There will be opportunities from time to time to profit off of BOPT. Recently moverzandshakerz was recruited for some market awareness on the ticker receiving $10,000 for 1 week awareness starting on January 24, 2013. During that 1 week of awareness, BOPT saw no significant increase in volume and the price fell from $.50/share to $.44/share. I'm sure there will be much more market awareness to come over the coming weeks and months, but in the end BOPT looks like it is probably headed where FXPT and UTOG ended up - with an SEC suspension and lots of losses for shareholders.