04 Nov Makism 3D Corp (MDDD) – updated stock research report
Today Makism 3D Corp (MDDD) finally filed their 8K for the acquisition agreement that led to the name/symbol change from Advanced Cellular Inc (ADDU) over a week ago. With all the information we need now available to us it is time to update our original report for the ticker from February 23, 2013 found here.
The following is our original research followed by all the new updates since February 23, 2013.
Advanced Cellular Inc (ADDU) is an infant ticker that has yet to start publicly trading that is in the mists of some major corporate changes. On December 6, 2012, the ticker went through a management change. On February 20, 2013 the ticker effected a 5:1 forward split. In recent days the website was taken down suggesting that a change of business operations probably through a share acquisition of some sort is also about to take place.
Since Advanced Cellular went public with no real business operations and the forward split was effected while all the shares were insider owned, ADDU becomes a prime suspect for future pump&dump action.
Let's take a closer look at the history of ADDU.
Advanced Cellular Inc was registered as a Nevada business entity on May 4, 2010 with 100,000,000 common shares authorized and 50,000,000 preferred shares authorized. The company did not even have a corporate address of its own. It used a mail forwarding service offered through its resident agent EastBiz.com Inc.
Nir Eliyahu was used as the original sole officer/director of the Advanced Cellular Inc shell. Nir Eliyahu (33 years old) was from Israel, but had spent the last 5 years working in the field of telecommunications in Angola, Africa. Nir Eliyahu had no experience with any publicly traded companies prior to his role as the Advanced Cellular Inc CEO.
William D O'Neal (The O'Neal Law Firm, P.C.)
The attorney used to help take the Advanced Cellular Inc shell public was William D. O'Neal of the O'Neal Law Firm in Arizona. William O'Neal is currently on the OTC's banned attorney list because of his role in helping with fraudulent schemes to illegally sell unregistered shares into the market. In the SEC litigation against William D. O'Neal, the SEC alleges that O'Neal issued a series of legal opinions that enabled the illegal issuing of purportedly unrestricted shares of stock in unregistered transactions. See the SEC litigation here.
Weinberg & Baer LLC
The auditor used by Advanced Cellular Inc was Weinberg & Baer LLC.
Since Nir Eliyahu was from Israel he needed a little help incorporating the Advanced Cellular Inc entity. Supplying the assistance was Claire Reid of Incorporation Services. I found Claire Reid offering the same services for 2 other tickers - MFST and SPZC.
On August 27, 2010, Advanced Cellular Inc filed an S-1 to go public.
Advanced Cellular Inc used a forward looking business plan to develop and commercialize a performance management system for use by cellular operators. Advanced Cellular Inc already had a named picked out for their non-existent forward looking system, AdvancedPM.
When Nir Eliyahu incorporated the shell on May 4, 2010, he immediately issued himself 10,000,000 shares of common stock at a cost of $20,000 ($.002/share).
When Advanced Cellular Inc filed to go public, the shell's only asset was the $20,000 cash. It had no active business operations and no revenues.
The S-1 filing was approved on December 8, 2010 after 3 amendments.
During July and August of 2011, Advanced Cellular Inc sold 4,000,000 shares of common stock at $.01/share raising $40,000 to some anonymous insiders (seed shareholders).
The only progress that Nir Eliyahu made with his forward looking business plan was registering a domain name at advancedcellularinc.com on February 6, 2011. Nir Eliyahu only registered the domain for 2 years, and on February 6, 2013 the registration expired making the website no longer active.
There was probably never any real intent to develop the business operations. The real plan was probably always to pass off the shell and do a forward split so that the anonymous insiders could make a ton of cash from their super cheap free trading shares.
I do find it interesting that on April 27, 2012, Nir Eliyahu registered a new business entity in Nevada called Connect Inc with 10,000,000 authorized shares. Connect Inc used the same registered agent (Eastbiz) and on October 17, 2012, Nir Eliyahu registered a domain for the entity at connect-intl.com which mirrored the now expired advancedcellularinc.com site exactly.
I also find it interesting that Connect Inc lists William D. O'Neal as its attorney and Weinberg Baer as its accountant:
It is almost as if either Nir Eliyahu already knew back in April that eventually he would be giving up control of the shell and he set up Connect Inc as a new entity to roll his business entity as part of an asset/liability removal agreement or Connect Inc was set up as a new entity to be used in a future with yet another public shell. Maybe it is as simple as a plan to change the name of Advanced Cellular Inc to Connect Inc. I guess eventually we will find out for sure.
The last thing I find interesting is that in the WhoIS information for the Connect Inc website, Nir Eliyahu uses an address in Vancouver at 641 W. 20th. Why does somebody whose bio said is from Israel and was working in Africa have an address in Vancouver?
According to google maps this house is 641 W. 20th
Change in Management
On December 6, 2012, Nir Eliyahu stepped down from all of his positions.
Karlo Guray took over as the sole officer/director of the shell.
To date, Nir Eliyahu has maintained ownership of his 10,000,000 shares.
Karko Guray is from the Philippines where allegedly he is the current Finance Manager for Mabanta Brothers Inc since 2009. There is literally no information about Karko Guray or Mabanta Brothers Inc on the internet.
On February 20, 2013, ADDU did a 5:1 forward split.
The new Share Count looks as follows:
Authorized Commons - 100,000,000 shares
Authorized Preferred - 50,000,000 shares
Outstanding - 70,000,000 shares
Float - 20,000,000 shares
Nir Eliyahu - 50,000,000 shares (restricted)
Seed Shareholders - 20,000,000 shares (free trading)
Interesting Side Note - an SYNW connection?
On November 2, 2012, Sync2 Networks Corp (SYNW) accidentally filed a certification signature certificate with Advanced Cellular Inc and Nir Eliyahu on the exhibit. See exhibit 32.2 here. This was obviously an error, butI still find it interesting and wonder if there is any connection to SYNW and ADDU.
SYNW was already pump&dumped. It was a Dean Law Group shell that did a 17:1 forward split before the pump&dump. SYNW got manipulated by a Vancouver stock promoter who ended up being named in litigation and is now living behind bars - Louis Dion. SYNW went public as Plethora Resources Group using the Dean Law Group (Faiyez Dean) as its attorney and a Russian nominee officer.
Read more about it in this David Baines article which I will include at the bottom of this report.
I personally think there may be a connection between SYNW and ADDU. It would help explain the Vancouver address with the new Nir Eliyahu domain registration. To date, ADDU is following the same path that SYNW followed before its major pump&dump campaign talked about in the David Baines article. Of course most of these pump&dump shells follow a similar path so I cannot be sure.
What to Expect Next
There are some more steps in the works for ADDU, and at this point we cannot be 100% certain of exactly what route the shell will go from here. To date there has been no change in business operations. I expect that at some time in the future the Advanced Cellular Inc business will be spun out into the Connect Inc entity and Nir Eliyahu will cancel his shares. This action will probably coincide with some kind of share exchange agreement that will bring a new business operation and new management into the ADDU shell. That will be followed by a name/symbol change. Probably a few months down the road, ADDU (whatever the new symbol will be by then) will end up getting promoted.
David Baines Article
From jail, promoter pleads guilty to securities fraud
Vancouver's Louis Dion could avoid extended sentence if he helps FBI catch other conspirators
David Baines, Vancouver Sun
Published: Wednesday, March 14, 2012
Vancouver stock promoter Louis Dion, who has been languishing in a Brooklyn jail since he was arrested on Dec. 1, has pleaded guilty to one count of securities fraud. He will be sentenced Tuesday.
The sequence of events that trans-formed the 61-year-old promoter from Howe Street stock hustler to U.S. stock felon makes an interesting case study.
It started in the summer of 2009, when I reported that securities lawyer Faiyez Dean, who maintains offices in Seattle and Vancouver, had helped a dozen dubious business ventures - all connected to Russian and Ukrainian nationals - go public on the OTC Bulletin Board in the United States.
One of those companies was Plethora Resources Inc. Its stated purpose was to advise North American companies on Siberian oil and gas lease deals, but it was obviously not an earnest business. It had no revenues, its total assets were only $24,207 and its president, Artur Etezov, worked as a banker in Ukraine and had no technical experience in oil and gas exploration.
"There is method in this madness," I wrote on July 18, 2009. "The real purpose is to create a shell company whose shares are tightly held and, therefore, easily manipulated. This makes them perfect vehicles for future 'pump and dump' stock schemes."
Sure enough, after Plethora's shares were registered for trading, the company dropped its oil-and-gas consulting business and acquired Sync2 International Ltd., a Malta-registered company that owned Sync2 Agency Ltd., a Vancouver company that was in the business of website development.
Plethora changed its name to Sync2 Networks Corp., and the stock jumped to $2.70, giving the company a total stock market value of about $230 million.
"This is a totally artificial value," I wrote at the time. "No statements have been released for the acquired company, so how much it is really worth is pure conjecture."
Little did I know, but Dion was the person behind Sync2's spectacular price rise. The FBI knew, though. Within days, their agents would ensnare Dion in a sting operation.
As described in an information filed by U.S. Attorney Loretta Lynch on Feb. 29, Dion and several unnamed co-conspirators orchestrated a classic "pump-and-dump" scheme from August 2009 to December 2011.
First, they acquired control of Sync2 stock at little or no cost. To conceal their control, they deposited the shares into multiple accounts at different brokerage firms in the names of nominee entities, some located offshore.
Then they engaged in "carefully-timed mass promotion campaigns" to create market interest. These included email blasts, social networking sites and newsletters that predicted a dramatic increase in the stock price.
At the same time, they traded their shares back and forth between their accounts to create the appearance of active interest in the stock.
Then they offered secret commissions to stockbrokers who placed buy orders for their clients, and to market makers who brought liquidity to the market. That enabled Dion and his cronies to dump their shares into the market.
Finally, they wired the proceeds to various bank accounts, including some outside the United States, once again in nominee names, then remitted the net proceeds to the conspirators.
Lynch also alleged that Dion similarly manipulated the share price of another bulletin board company called Siga Resources Inc.
In that scheme, she alleged, Dion agreed to pay a person identified as John Doe, who supposedly had access to a network of corrupt brokers, half the value of any sales he arranged.
Citing specific acts to further the scheme, Lynch alleged that on Nov. 21, 2011, Dion wired $10,000 to a bank account opened by John Doe in Queens, N.Y., and on Nov. 28, wired another $36,000 into the account.
Finally, on Dec. 1, Dion travelled from Canada to New York to meet "John Doe" and discuss the Siga manipulation scheme. That proved to be Dion's undoing: he was immediately arrested and tossed into a cell at the Metropolitan Detention Centre in Brooklyn. He's been there ever since.
Lynch's information, which describes a single count of stock fraud, was clearly the product of a plea bar-gain. The same day it was filed with the court, Dion pleaded guilty to the charge.
This type of offence customarily attracts serious jail time in the United States. But if this case follows the usual pattern, Dion will be able to mitigate his sentence by helping the FBI finger other conspirators.
The only sad part of this story is that the jail term will have a finite term, which means Dion will eventually be released and return to Vancouver where, if history repeats itself, he will continue to work behind the scenes on dodgy stock deals that primarily benefit him and his buddies.
UPDATED RESEARCH SINCE FEBRUARY 23, 2013
On October 28, 2013 Advanced Cellular Inc (ADDU) got a new name/symbol - Makism 3D Corp (MDDD).
At this point no change of control or acquisition/merger had been disclosed, but we did find the future website for the ticker at makism-3d.myshopify.com.
The site was mostly active when we found it, but currently is closed to the public. While the site was active it contained a news feed, but instead of showing the news for MDDD, it showed the news for Stevia First Corp ( STVF).
STVF was a Bedford/Paragon promotion back on March 13, 2012.
New Officers Introduced
On November 1, 2013 some Form 3 and Form 4 filings showed up disclosing that MDDD was under new management:
Luke Ruffell (CEO/Chairman) - 26,896,552 shares
Matthew Lummis (CFO) - 300,000 shares
Feroz Khan (Secretary) - 103,448 shares
Today, November 4, 2013, an acquisition filing showed up finally allowing me to update this report. An 8K was filed disclosing a share exchange agreement with Umicron Ltd., a private limited company organized under the laws of England and Wales.
In accordance with the terms of Exchange Agreement, on the Closing Date, MDDD issued 30,000,000 shares of common stock to the Selling Shareholders in exchange for 100% of the issued and outstanding capital stock of Umicron. As a result of the Exchange Transaction, the Selling Shareholders acquired approximately 50.67% of the issued and outstanding common stock of MDDD, Umicron became our wholly-owned subsidiary, and MDDD acquired the business and operations of Umicron.
As part of the share exchange agreement, MDDD did a private placement of 1,000,000 shares of common stock at a purchase price of $0.60 per share, for an aggregate consideration of $600,000.
Nir Eliyahu, the former officer and director of MDDD, surrendered 41,000,000 shares of common stock for cancellation. As such, immediately prior to the Exchange Transaction and after giving effect to the foregoing cancellations and issuances pursuant to the private placement offering described below, MDDD had 30,000,000 shares of common stock issued and outstanding. Immediately after the Exchange Transaction, the Registrant had 60,000,000 shares of common stock issued and outstanding.
The New Share Count
Authorized - 100,000,000 shares
Outstanding - 60,000,000 shares
Nir Eliyahu - 9,000,000 shares
Private Placement Shareholders - 1,000,000 shares (costing $.60/share)
Luke Ruffell - 26,896,552 shares
Matthew Lummis - 300,000 shares
Feroz Khan - 103,448 shares
Unnamed Umicron shareholders - 2,600,000 shares
Seed Shareholders - 20,000,000 shares (free trading) costing $.002/share
More about Umicron
Umicron is a manufacturer of consumer and professional level 3-D printers
Umicron’s 3D printer, named ‘Wideboy’ will feature British and German engineered components and design features similar to those found in other commercial 3D printing applications. Wideboy will be optimised to print with high-temperature thermoplastics such as acrylonitrile butadiene styrene (ABS), nylon and polycarbonate.
Upon successful development of the Wideboy personal 3D printer, MDDD intends to manufacture and distribute to the U.K., European, and U.S. markets through key distribution facilities. At present, Umicron leases an industrial site in Cambridge, United Kingdom. Once distribution, returns and support infrastructure are established in the U.K. market, Umicron will replicate its operational strategy in the U.S. and European markets.
MDDD plans on manufacturing and assembling a portion of the Wideboy in China and subsequently completing production of the Wideboy in the countries in which they are eventually sold.
Umicron will seek to enter the retail arena once Wideboy is in production.
There is no doubt that MDDD has been set up for a future paid promotion. We have a basic P&D set-up, 20,000,000 free trading seed shareholder shares, lots of connections to former paid promotions including a past Paragon promotion, and now the ever suspicious links to the UK. MDDD is 100% ready for a paid promotion so at this point it is only a matter of time. We should see the MDDD website go back live soon and the first trades begin to take place.