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PetroTerra Corp. (PTRA) – from the Ukraine and back again

16 Sep PetroTerra Corp. (PTRA) – from the Ukraine and back again

PTRA came onto our radar while connecting dots with Dean Law Corp.

Let's take a closer look:

Shellgames:

Filed S1 May 28,2009 registering 1,890,000 shares as Loran Connection Corp.

Corporate address:

190 DZERJINSKOGO ST.
Ovidiopol, Odesska Obl. 67801
Ukraine
485131902 (phone)

Address for process service:

Registered agent is  Corp95, LLC  at 2620 Regatta Drive, Suite 102, Las Vegas, Nevada 89128.

Loran was incorporated under the laws of the State of Nevada, U.S. on July 25, 2008

Authorized capital stock consisted of 75,000,000 shares of common stock at a par value of $0.001 per share.

March 31, 2009, there were 4,790,000 shares of common stock issued and outstanding that were held by 30 stockholders of record.

2,900,000 by officer/directors + 1,890,000 seedholder shares.

October 28th 2009 Notice of Effectiveness filed here:

Fyi - The notice of effectiveness is a public declaration by the Securities and Exchange Commission that a public company's registration statement has been accepted.

For shares in a public company to trade on the open market they must be registered by the company. These registration statements are reviewed by the Commission for a period of time before approval is given, and this notice marks the successful completion of this review process.

The company is currently under default status and needs to file their current officers list and renew their business license. You can watch for that to happen here:

[color=red]The players[/color]

S1 Attorney: Dean Law Corp (GTCP, SLMU, CBIS, GSPT, NVMN, AMOK, OREO, MXGD, LWSP, AXLX, DANR, HAIR, RVUE, GBEN, WTKN, NXOI, OGNG , BKUH)

Dean Law Corp., is now a member of our Top 10 attorney list. This ticker is laced with tons of mega awareness players.

additional filing authors: 

Gerard Oskam (VLNX, ELEV, VIVK, OVTZ, RGNA, TFIV)

Gerard spent time as counsel for T5 Corp. ( TFIV) and a number of PTRA players along the way also have connections to  TFIV.  TFIV was recently pumped and dumped in a one day apparent cash raise deal through the StockMister affiliate site, StockExploder.com. Wilson and Oskam, LLP were recently named counsel for VLNX, taking the reigns from Andrew Coldicutt after the APS promo debacle.

A quick reverse IP domain check reveals many sites affiliated with StockMister. They hosted the TRON landing page from earlier this year at goldexplorationinvestment.com

There have been some rumors that Jay Fung of PennyPic fame has taken a stake in StockMister, but nothing concrete has come up. I bring up these connections to show you how the PTRA players are connected to large awareness players.

Greg Yanke (SKYH)

Kathy Leuschel (RGNA, ETEV)

Both Kathy and Gerard have authored filings for Regeneca (RGNA) as well as PTRA. Kathy also authored filings for Ethos Environmental (ETEV). ETEV and RGNA completed a merger and was pumped by OTCpicks.com here.  More connections to awareness. ETEV was careless in their packaging and was clearly more focused on pumping the stock as they had to recall their products here.

APS go to attorney's Carrillo Huettell (and our number 1 on the top 10) also were counsel for ETEV.

Original CPA: Moore and Associates, Chartered (LEXG, GWBU, HDSI, STVF, JBII, VLCO, TFER, MSLP, GRPH, GRYN , GNBP, TEMN, TCLN, GUNP, AEXP, ENTB, MNLU and more)

Moore and Associates were the accountants for many high profile tickers. It is apparent Michael Moore was more than willing to provide falsified reports for dirty shells. You can read the full SEC litigation against Michael Moore and Associates from August 27,2009, here.

...According to the SEC's complaint, Moore and M&A issued audit reports for more than 300 clients who consist of primarily shell or developmental stage companies with public stock quoted on the OTCBB or the Pink Sheets. The SEC alleges that Moore and M&A violated numerous auditing standards, including a failure to hire employees with adequate technical training and proficiency.

Moore and M&A also consented to the entry of an administrative order that makes findings and suspends them from appearing or practicing before the Commission as an accountant pursuant to Rule 102(e)(3) of the Commission's Rules of Practice...

Current CPA: Seale and Beers (AMWI, LSTG, STVF, SMKY, MSSD, CSOC, TCLN, DDCC, ISLV, TOPZ, AEXP, TRTC, SMAK, DTRO, HEVI, VLDI, QLTS, EHSK, TEMO and more)

As you can see, both CPA's have a history of working with tickers that have had major awareness programs from the largest promotional groups.

Original Officer / Director / Founder Shares:

Larysa Dekhtyaruk: President, CEO, Secretary, Treasurer, CFO, Chief Accounting Officer

900,000 restricted shares

In 2004 Ms. Larysa Dekhtyaruk completed government certified course as a Foster Home Operator. Since 2004, she managed a foster home and provided care for orphan children. Ms.Dekhtyaruk holds Bachelor degree in chemistry from University of Odessa and is fluent in English, Russian and Ukrainian languages.

Artem Kruk: Director

2,000,000 restricted shares

Artem graduated with a Bachelors in International Economic Relations from Odessa National University in June 2002. After graduation until September 2005, Mr. Kruk was initially employed as District Sales Manager for Nestle Ukraine Company, the Ukrainian regional office of the world's largest food company. From September 2005 to present he works as a sales development manager in Nestle Ukraine Company.

Original Seedholders:

Here is the list of the original holders of 1,890,000 shares - obvious Ukranian / foreign connection and in the penny stock shell world - that is viewed as a red flag.

Business Plan

As Loran Connection they claimed to be in the business of providing tourism and business support in Ukraine. They would supposedly organize transportation, accommodation, tourist activities and business support in the major cities of Ukraine, such a Kiev, Odessa, Kharkov and Lvov. Services also included visa support, planned excursions, qualified interpreters and entertainment.

[color=red]Share Cancellations and 1st Change of Control[/color]

The company survived on loans for day to day operations from the director while they searched for a plan of action.

On December 14,2011 we had some action as there was an 8k  authored by Gerard Oskam.

The two directors cancelled a total of 1,492,000 shares. Larysa Dekhtyaruk canceled 463,000 and Artem Kruk canceled 1,029,000.

At the same time Dekhtyaruk sold 437,000 shares, representing 13.25% of the issued and outstanding and Kruk sold 971,000 shares, representing 29.44% of the issued and outstanding  in a private transaction.

After the sales and cancellation,s the two directors had divested their entire stake in the company and resigned from the company.

Christopher A. Wilson was appointed as director and secretary on December 14,2011. In the filings it lists Mr. Wilson as the founder of Wilson, Haglund & Paulson in Irvine, CA. They had some penny stock experience also, as counsel for AEEI and FOFU. FOFU was an Xtreme/Ourhotstockpick play in 2011 as well as other D-Listers that hopped on. Southern California is a hotbed for penny stock attorneys.   Mr. Wilson has been a partner in many different law firms and his entire list can be seen in the 8k.

Christopher Wilson was also granted shares for services as Director for BWMS, which has had some very interesting activity of recent with buyout and lawsuit news. The S1 attorney for BWMS was Conrad Lysiak, a member of our Top 10.

It seems Christopher Wilson and Gerard Oskam got along very well and joined forces as Wilson and Oskam, LLP. As listed before, they have gone on to be counsel for VLNX. Chris was also Secretary and Director for TFIV.

New leadership / From Ukraine to Issaquah, WA

According to to this 8k , on December 16, 2011, Fredric D. Knight was appointed CEO.

Patrick Garrett was appointed COO. Garret was also CEO and Director for TFIV.

The company also changed its corporate address to 4326 193rd Avenue SE, Issaquah, WA 98027

Here is the beneficial ownership table as of December 28, 2011 as per the SC 14F1 authored by Kathy Leuschel.

Now we have revealed the purchasers from the previous directors as stated in the previous 8k.

We now have introduced EPS Holdings Limited (EFG Bank and Trust Ltd. Lyford Cay) from Nassau, Bahamas and Alejandro Moreno from Punta Paitilla, Panama. Villay Asset Management, who is controlled by Hugh Cochrane, lists Christopher Wilson as attorney and also a beneficial owner in TFIV. The foreign involvement increases and the plot thickens.

Name Change, Authorized Increase, Forward Split

On January 3rd with this DEF14C filing, the company announced it intent to change it's name to PetroTerra. They increased the Authorized common to 200,000,000 and Preferred to 20,000,000. They also authorized a 32 for 1 forward split.

As of the Record Date, the Company had 75,000,000 shares of Common Stock authorized, of which 3,314,000 shares were issued and outstanding. On the Effective Date,  the number of issued and outstanding shares of Common Stock will be increased to 106,048,000 shares.

Back to the Ukraine

According to the 8k filed February 17,2012 Patrick Garrett, Roger Richter and Christopher A. Wilson resigned as directors of the Company.

Effective upon such resignations, Ms. Larysa Dekhtyaruk was appointed as a director of the Company and fixed the current authorized number of directors at one.

Also, immediately before the resignations of Garrett, Richter and Wilson as directors, they determined that it was in the best interests of the Company and its stockholders that the Company relocate back to 190 Djerjinskogo Street, Ovidiopol, Odesska obl., 67801, Ukraine.

What a trip.

Aggregate issues and Current share structure:

According to the most recent 10Q filed August 20, 2012 the company still has  106,048,000 outstanding shares.

The issues (split adjusted) look like this:

On November 28, 2008, the Company issued 28,800,000 post-split shares of common stock at a price of $0.00003125 per share for total cash proceeds of $900.

On December 4,  2008, the Company issued 64,000,000 post-split shares of common stock at a price of $0.00003125 per share for total cash proceeds of $2,000.

During the period December 10, 2008 to March 19, 2009, the Company issued 60,480,000 post-split shares of common stock at a price of $0.0003125 per share for total cash proceeds of $18,900.

During the period July 25, 2008  (inception)  to March 31, 2009, the Company  sold  a  total of 153,280,000 shares of common stock  for  total  cash proceeds  of  $21,800.

On December 14, 2011, in connection with the change in directors, two controlling shareholders cancelled an aggregate of 47,744,000 shares of Common Stock  which were returned to the status of authorized but unissued shares.

On the same day, 512,000 new common shares were issued to a director for services valued at $0.0003125 per share.

Current Share Structure:

Restricted: 43,648,000

Seedholder / free trading shares: 62,400,000

Conclusion:

What a wild ride for a company that has yet to earn a single cent from operations. It is extremely suspicious how the Ukranian president stepped down, new directors and officers stepped in, the company picked up large shareholders from the Bahamas and Panama, then proceeded to drop the new directors, and pick the Ukranian back up. I will be watching PetroTerra for press releases and action going forward. With millions of mega sub-penny shares issued and countless connections to major awareness tickers and players, PTRA is a prime candidate for a promotional campaign.  For these reasons we have placed PTRA on our watch list for future paid promotions.

 

 

 

 

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