The Maxwell Resources Inc shell went public as Mericol Inc. The S-1 was filed on 5/5/11.
Mericol Inc was a Nevada business entity incorporated on 11/17/10.
The attorney doing the legal opinion was The Stepp Law Group.
The sole officer/director at this time was an inexperienced 29 year old named Sergui Pojoga from Moldova (between the Ukraine and Romania in Eastern Europe). Pojoga was probably found by the people that really control the MAXE shell in secret in the background while he was in Montreal working for Convergia Networks in 2009.
The nominee CEO, Sergui Pojoga was issued 7,500,000 shares for $7,500.
Mericol Inc was a Montreal based company incorporated in Nevada with a business plan to offer 3D printing and rapid prototyping services upon reaching public trading status and raising the required funds.
After achieving public trading status, in October and November 2011, the Mericol Inc issued 2,260,000 shares of Common stock for cash proceeds of $22,600 at $0.01 per share to 25 anonymous seed shareholders.
The $22,600 quickly got used up and no real business operations were ever achieved, and as was probably planned from day one, the shell would end up getting passed off to new ownership (on paper).
On July 27, 2012, a series of major changes took place
1) MAXE agreed to pay $500,000 and to issue 2,564,103 shares to Sun River Energy Inc (SNRV) for the acquisition of certain gold, silver, iron ore, copper, and coal interests located in Colfax County, New Mexico.
2) The sole officer/director of MAXE, Sergiu Pojoga, resigned from all of his positions and agreed to cancel all 7,500,000 of his shares.
3) Phillip Dias was assigned as the new CEO. He was given a salary of $80,000/year and 400,000 preferred shares worth 15 votes each.
4) Lisa Holyfield was assigned as a director. She was given a salary of $2,000/month and 2,000,000 preferred shares worth 15 votes each.
Following this agreement:
1) The name of the shell was changed from Mericol Inc to Maxwell Resources Inc.
2) A 11.68:1 forward split was executed.
Phillip Dias has a long background in the Real Estate industry working first for Keller Williams than later for Sovereign Real Estate in San Diego where he worked with his partner, Lawrence Sand, and his son, Austin Dias. He has no previous experience in the mining industry. With some of the attorneys located in San Diego (Carrillo Huettel) I always get suspicious when a no-name officer shows up from the San Diego area with no previous experience in the industry. It should also be noted that Phillip Dias was a best regards principal of Andretti Wine Ltd prior to entering the Real Estate industry. With Andretti Wine Ltd, Dias was involved in acquiring vineyards in the Napa and Sonoma County areas. Andretti Wines was a publicly traded company under the ticker VINE then later as AWG Ltd (AWGL).
Lisa Holyfield also has a Real Estate background with no previous mining experience. She spent the last 11 years as a partner in Holyfield Inc located in Louisiana. Lisa Holyfield graduated from San Diego State University.
The Colfax County property
The Colfax County property is located within the Maxwell Land Grant located in Eagle’s Nest, Colfax County, New Mexico.
Based on information available on the internet, it looks like Robert A Doak Jr and Francis L Doak obtained control of the properties from the Myers family in 2003.
In between 2003 and 2004, Robert Doak briefly used the Colfax County claims with another publicly traded shell he controlled since the late 90′s called Mountain West Exploration Inc (MWXI). Mountain West Exploration Inc had some officers that were also linked to Dynadapt Systems Inc during this time.
Robert A Doak Jr and Francis L Doak transferred control of the properties to Sun River Energy Inc using another entity they controlled called New Mexico Energy LLC on March 23, 2006, one month prior to the Sun River Energy Inc entity merging into the Dynadapt Systems Inc shell. More info here.
New Mexico Energy LLC was a Colorado entity formed by Michael Littman (former CEO of the Dynadapt Systems Inc shell) in March 7, 2006 to facilitate the transferring of the assets to the Sun River Energy Inc which later merged into the Dynadapt Systems Inc shell. Both Sun River Energy Inc and Dynadapt Systems Inc were incorporated in Colorado by Michael Littman.
Michael Littman has reputation of incorporating Colorado shells that go public just to eventually get revoked by the SEC – see this link. Michael Littman is also the attorney that worked for alleged AwesomePennyStock insiders Aaron Lamkin, Scott Gelbard, and their entity Regency Group LLC – see this SEC litigation.
Most of the shares issued to Robert Doak in 2006 through the acquisition and stock options/warrants would get transferred to Cicerone Corporate Development LLC in August of 2010. See here and here. The shares were then sold into the market between August of 2010 and February of 2012.
Between August 2010 and February of 2012 while Cicerone Corporate Developement LLC was liquidating their share ownership into the market, the SNRV shows a major pump&dump looking chart.
Cicerone Corporate Development LLC and Sun River Energy Inc were taken to court accused of artificially inflating the SNRV share price while Cicerone Corporate Development LLC was selling their shares. The lawsuit is still pending. Motions made by the defendants to have the case dismissed have been denied.
SNRV would eventually realize some revenues starting in 2011 with some of their oil properties, but the Colfax County mineral properties never brought in any revenues. SNRV kept the parts of the Colfax County claims that were valuable to them and sold the parts of the claims that held no value to them to the MAXE shell on July 27, 2012.
The new share structure
The 11.68:1 forward split now gives the anonymous seed shareholders 26,396,800 free trading shares that cost them just $.00086/share.
Sun River Energy Inc insiders now own 29,948,723 shares.
A private placement was done following the acquisition of the properties to raise the $500,000 due to Sun River Energy Inc plus an additional $1,000,000.
102,740 MAXE shares were sold at $14.60/share to some investors that probably have no idea what they were really buying at that price. After the 11:68:1 forward split those shares became 1,200,003 shares costing $1.25/share.
Shares Authorized = 75,000,000
Shares Outstanding = 54,545,526
The prospects for a future paid promotion
With 26,396,800 free trading shares owned by the anonymous insiders that are really responsible for taking the Mericol Inc shell public the chances of a future paid promotion are very high.
The seed shareholder shares present a short term threat for a paid promotion.
It is yet to be determined if MAXE will follow a similar path to SNRV with lots of consulting agreements and entities like Cicerone Corporate Development LLC being used to facilitate the liquidation of stock for the Sun Valley Energy LLC insiders some time in the more distant future.