11 Nov Net Profits Ten, Inc.(NPFT) soon to be World Moto, Inc
[b]NPFT[/b] [i]Net Profits Ten, Inc.soon to be World Moto, Inc[/i]
NPFT came onto our radar recently as they announced a 181 for 1 forward split. We have all the signs of a ticker set up for a future paid promotion.
Let's take a look~
S1 Attorney: The Loev Law Firm
SEC litigation against David Loev from back in 2005 for issuing illegal opinion letters to illegally make 504 stock free trading
Original Director / Officers
Gilad David President, Treasurer and Director
Not to make light of the sentiment of the words chosen, but they really try to paint him in a shining light - very nice for the son of a serial P & D participant and head of an obvious P & D shell.
Mr. David has been our President, Treasurer and Director since we were incorporated on March 24, 2008. In 2005, Mr. David assisted in the foundation of a small volunteer organization in Israel called Children First. After graduation high school, Mr. David’s joined the military, which is where he began to create yearbooks for the military schools in Israel and for the military camps, in order for the families of the service men and women to have a better understanding of their military life, under his own company. After his years of services in the military, Mr. David has devoted his time to the support and care of military units worldwide, and to the development of the software Mil Yearbook.
Fouad Dasuka Director
Marlon Liam President, CFO, Treasurer, Secretary
Marlon has been the CEO, President, Chief Financial Officer, Treasurer and Secretary at Net Profits Ten Inc. since June 28, 2012. Mr. Liam served as Project Manager for Atlantis Management since April 2003. From January 1993 to April 2003, Mr. Liam served as Financing Manager for ABM Commodities in Binondo, Philippines. He has been Director at Net Profits Ten Inc., since June 28, 2012. Mr. Liam received a Bachelor of Arts with a major in Business Administration from De la Salle University, Manila, in 1992.
Fouad Dasuka Director
Net Profits Ten Inc. was incorporated in the State of Nevada on March 24, 2008.
The S1 filed on June 25, 2010 registered 808,000 shares of common stock to be resold.
On March 24, 2008 (inception), the Company issued 4,000,000 shares of its common stock to its founders for cash of $400.
4,808,000 shares of our common stock were issued and outstanding as of S1 filing.
NPFT was a development stage company that had not generated any revenues.
As of March 31, 2010, NPFT had $26,481 in current assets and no liabilities.
Working capital position as of March 31, 2010 was $26,481.
From inception through March 31, 2010, they incurred a net loss of $14,319.
The selling stockholders are all non-U.S. persons who acquired the 808,000 shares of common stock in a Regulation S private placement transaction that closed in June 2008 at a price of $0.05 per share and a total of $40,400.
The named party beneficially owns and has sole voting and investment power over all shares or rights to these shares, unless otherwise shown in the table. The numbers in this table assume that none of the selling stockholders sells shares of common stock not being offered in this prospectus or purchases additional shares of common stock, and assumes that all shares offered are sold.
Assumes all shares offered herein are sold.
Adult children of our Director, Fouad Dasuka.
[color=red][b]Original Business Plan[/b][/color]
The company claimed to be engaged in offering interactive software products for the creation of an interactive digital yearbook designed for fundraising for the military. The original business plans of these shell always amuse me knowing that they never will come to fruition.
Ruthy is a liaison connecting those with money in Israel to players in the U.S. OTCBB promotion game.
She previously lived in Israel and has been personally acquainted with the NPFT management since 2004.
Ms. Navon assists companies by engaging United States legal counsel, independent auditors, the opening of bank accounts and with obtaining a principal office location in the United States. Ms. Navon also assists companies with the steps, timing and process to become publicly traded.
Ms. Navon, through her entity, RN Consulting, provided NPFT the use of the framework on which its Mil Yearbook software is based. That is the same framework that she also provided for Digital Yearbook, which went on to become Titan Iron Ore - TFER.
Ms. Navon also served as NPFT's secretary until June 2010, so that she could enter into agreements for and open a bank account for the Company, as its other officers and Directors are residents of and reside in Israel.
[color=red][b]NPFT 'Mirror Ticker' to TFER[/b][/color]
I found it very interesting that the HackTheStockmarket pick TFER, also went public as 'Digital Yearbook' with a plan to create a digital interactive yearbook. TFER's yearbook was for high schools and NPFT for the military.
The registered agent for NPFT, Ruth Navon, also not so coincidentally, happened to be the Secretary, Treasurer and Director for TFER.
Ruth Navon also is the mother of the original President and Director of TFER, Ohad David.
Original NPFT Directors Fouad Dasuka and David Gilad were both seedholders in TFER.
Fouad's son, Yousef was also a seedholder in TFER.
Fouad's children Yousef and Anwar are both seedholders in NPFT and stand to profit from the insider enrichment scheme being set up.
Directors of both companies reside(d) in Israel at the time their respective S1's were filed.
Both tickers were set up with 2,000,000 restricted shares for each director and 800,000 +/- seedholder shares.
Notorious penny stock attorney Joseph Pittera did the S1 work for TFER and EastBiz.com the registered agent.
[color=red]ACM Corporation (ACMA) -Inventtech Inc. (ITTC) The Mirror is even Clearer[/color]
It appears that after Ruthy helped Digital Yearbook (September 27, 2007) go public in the U.S. using Joseph Pittera as counsel, she then was introduced to David Loev.
David and Ruthy put together the deal for NPFT and the S1 was filed on June 25, 2010.
David and Ruthy then went on to put together 2 additional mirrors, Income Now Consulting (now ACMA - July 2, 2010) and Inventtech (March 24, 2011).
TFER, ACMA and ITTC used EastBiz.com for their registered agent (Ruthy for NPFT and her address is right down the street from East Biz), and NPFT, ACMA, and ITTC all used the exact same business address and phone numbers
1736 Angel Falls Street
Las Vegas, NV 89142-1230
ITTC is an infant stage Loev Law / Ruthy Navon pump and dump shell and their business plan is to develop a web-based peer-to-peer (i.e., person to person) chat software for use by schools.
and of course the yearbook factor 🙂
The School Chat Software is also planned to act as a database, or yearbook, so that students will be able to access their treasured memories in the future, and we believe will help teachers and students build and maintain relationships over time.
The same Fouad and Yousef Dasuka are also seedholders in ITTC.
ACMA is a ticker that was ready to rock into the promotion zone until recently when their deal with a Bahamas entity fell through. They had taken all the steps necessary for launch.
Ruthy loaned money to ACMA to get the play off the ground here.
Change of control, name and ticker change, forward split and a deal with a foreign entity in place.
Being that the ticker is ripe ~ they have already started the next step towards the new deal. Recently installing the former CEO, Kenneth Spiegeland, from the Rackwise, Inc (RACK) pump to take the helm as they put ACMA into play as well.
Back to the NPFT timeline....
[color=red]Change of Control[/color]
Things remained essentially status quo for NPFT until this passed September when the change of control filing hit and the game was set in motion.
On September 1, 2012, NPFT entered into an asset purchase agreement with World Moto, Chris Ziomkowski and Paul Giles. NPFT agreed to issue to World Moto shares of common stock representing 60% of the outstanding shares. In return, NPFT would receive substantially all of the intellectual property and assets related to World Moto’s Moto-Meters.
Also, assumption of World Moto's outstanding debt note with CBMZ Corp Bahamas, which will be converted into shares of common stock at the closing.
All the shares to be issued as the purchase price and the conversion of outstanding debt (CBMZ note) will be restricted stock.
World Moto designated that shares will be issued to other persons of which 56.651% will be issued to persons/entities that are currently equity owners of World Moto or their affiliated persons, of which 11.034% and 45.617% of the total outstanding shares of our common stock to be outstanding immediately after the Closing Date will be held beneficially by Chris Ziomkowski and Paul Giles, respectively.
As a result of the transaction, Ziomkowski and Giles and their affiliates will be the controlling shareholders of the company. So, that leaves 3.349% of the yet to be determined outstanding count to be given to Ziomkowski and Giles affiliates.
[color=red]Officers for World[/color]
Marlon Liam appointed Paul Giles as a director of the Company.
Liam resigned from his positions as a director and an officer of the Company.
After the Closing Date, Mr. Giles, as the sole director, will appoint the officers of the Company, including his appointment as the Chief Executive Officer and Mr. Ziomkowski’s as the Chief Technical Officer.
Chris Ziomkowski is expected to serve as our Chief Technical Officer. Mr. Ziomkowski is the foremost authority in the design of taxi meters for motorcycles, and has significant experience in artificial intelligence, practical programs and telecommunications. From March, 2009 to September, 2012, Mr. Ziomkowski was Chief Technology Officer of World Moto (Thai) Co. Ltd. From 1999 to 2008, Mr. Ziomkowski founded the largest VoIP carrier in Thailand. Mr. Ziomkowski received his bachelor's degree in Computational Neural Systems from the California Institute of Technology.
Paul has a bit of a history with the SEC already as evidenced here. 😉
Paul Giles is expected to serve as President and a director of our company. Mr. Giles invented the Moto-Meter and is recognized by CNN, Newsweek, Wired, Fast Company, Inc. Magazine, EFE, and other international media. Mr. Giles is a leading expert in the global moto-taxi industry and has more than 20 years of experience in founding and operating businesses. From March, 2009 to September, 2012, Mr. Giles served as President and director of World Moto (Thai) Co., Ltd. From 2002 to January, 2009, Mr. Giles was the co-founder of Nirvana Resorts Group, and partner in ESC Ltd., a security services company that was acquired by Securitas, one of world's largest security services companies.
[color=red]Asset Purchase Agreement[/color]
On September 1, 2012, the Company entered in an Asset Purchase Agreement with World Moto (Thailand) Co., Ltd..
Chris Ziomkowski, is the Chief Technical Officer and Paul Giles, the Chief Executive Officer of World Moto.
The Company has agreed to purchase from World Moto substantially all of the IP and assets related to World Moto’s Moto-Meters.
As part of the transaction Ziomkowski and Giles will be the continuing management of the Company.
Moto-Meters are devices that provide metering of rides on motor scooters and similar types of transportation vehicles and are being developed by World Moto.
The Agreement includes the following material terms:
The company will raise up to $225,000 by selling shares of common stock to investors via private placement
The company will engage the general services of World Moto for $17,000 to be paid on September 1, 2012, and $10,000 to be paid on the first of each month commencing October 1, 2012, until the earlier of the Closing Date or December 1, 2012, for a maximum of $47,000 in the aggregate.
Marlon Liam will contribute to the capital of the company 3,997,675 of the shares of common stock beneficially owned by him and will own less than 1% of the OS.
After the closing date, the company will use its reasonable commercial efforts to raise $1,700,000 in equity capital.
The common stock received by World Moto on the Closing Date will be subject to a lock-up of one year from and after the Closing Date.
Website Domain Names:
The websites have been very recently updated with photos and they will continue to update as we get closer to launch.
All of these sites redirect to the parent woldmoto.com site.
[i]Products and IP[/i]
World Moto wants you to believe that they have the taxi meter that would take over the world.
Take a look at this video:
"The First Real Taxi Meter Innovation in 100 Years...a $3 billion dollar idea" -- Fast Company
World Moto wants to bring meters--durable, advertising-enabled, black-box-housing, tamper-proof meters--to the 200 million motorcycle taxis that are so popular in the developing world.
[color=red][b]Authorized Increase, Forward Split, Name Change and Ticker Coming:[/b][/color]
On October 26, 2012, Net Profits Ten Inc. submitted applications to FINRA to effect a name change from Net Profits Ten Inc. to “World Moto, Inc. and to effect a stock dividend of 181 shares for every 1 share owned.
Authorized increase to 500,000,000 hit Nevada on October 29,2012.
The name change hit Nevada on November 1.
World Moto in Thailand~
In connection with the Name Change, it is expected that FINRA will assign the Company a new stock symbol.
On November 8, 2012 NPFT filed an 8k stating that a 180 for 1 forward split went through and updated the current OS as well. Doing the math with the OS of 810,325 - we can see that actually a 181 for 1 went through. Marlon Liam canceled nearly all of his shares and there is essentially nothing left except for the seedholders. Insider enrichment scheme playing out to a T.
[color=red]Convertible Debt Note[/color]
Prior to the closing of the asset purchase agreement, CBMZ Corporation of 1 Sandyport, Nassau, NP, Bahamas will receive restricted stock at a yet to be determined conversion rate, for $75,000 they loaned World Moto. Any time we have a foreign debt holder it raises a red flag as to the legitimacy of the business and screams 'let's launder some money'. Especially one that has essentially no internet footprint or history of any kind to be researched.
The shares of our common stock to be outstanding cannot currently be determined until the terms of the pre-Closing Date of financing and conversion rate of assumed debt are calculated. I will be updating the report as info becomes available. I have included the current OS oas of November 8, but that will be changing soon.
World Moto Officers Holding Percentages (number of shares to be determined)
After the forward split we have a definitive amount of shares for the seedholders, but we are still waiting on the closing of the World Moto deal to see the remaining breakdown. I will do an update as the details are revealed.
Outstanding: 146,668,825 (as of November 8)
Seedholder free trading shares: [color=mediumblue]146,248,000 (.000276/share)[/color]
World Moto is without a doubt setting itself up to be a future paid promotion. We have a ticker with direct connections to major players and tickers. Having David Loev on board speaks volumes in and of itself. The more research I do, the more I see Israel as a player in the US promotion game. We have a story line for a pump that hasn't been done time and time again which adds some shine. They are also clearly aware that sex sells. We have foreign debt note holders, the massive forward split, recent change of control, millions of cheap free trading shares and for those reasons we have World Moto on our list of stocks on to watch for future paid promotion. Knowing that a Ruthy ticker has HackedTheStockMarket before - we may see it happen again 😉