08 Sep Sandalwood Ventures Ltd (SWDZ) – research report – now Eko-Tek Group Inc (ETEK)
Sandalwood Ventures Ltd (SWDZ) first hit our radars while doing research on the latest APS pick PRTN found here.
SWDZ had bigger than normal volume today with 83,000 shares traded.
Right to the nitty gritty
What sticks out the most to me about SWDZ which makes it look like a future paid pump&dump in the making are 3 things
1) The Loev Law Firm took the company public. They are on my top 10 list of attorneys to follow for future pump&dumps
2) A 28:1 forward split
3) Several convertible debt Notes that convert into shares at $.000357/share.
At the time that SWDZ went public, its sole officer/director Edwin Slater of Scotland owned 40,000,000 shares which he received for $40,000 ($.001/share).
SWDZ also sold 2,707,850 shares to 30 seed shareholders for $.02/share. Those same 30 seed shareholders received warrants to purchase 2,707,850 shares at $.05/share.
To help the shell go public, SWDZ purchased the Sandalwood I Lode Claim located in Nevada from Larry Sostad for $6,000. Larry Sostad has been involved with several penny stocks including (TOTG, SRGE, TAON, SMIN, CYPE, SHMX, ASYI, SMLK, IRLD, CRHY, SLVM, RYMM, PPFP, TEMN, GCLW, BWVY, KHZM, NILA, SIDE, MSEH, CFRE, PBEP, GETH, SRCN, EARH, YTRV, PNGM)
Preparing the shell
SWDZ never made any progress with their mining claims and eventually ran out of cash.
On January 23, 2012, SWDZ filed to raise their authorized share count to 7,000,000,000 shares and to effect a 28:1 forward split.
Following the 28:1 forward split the outstanding share count grew from 42,707,850 to 1,195,819,800.
Edwin Slater owned 1,120,000,000 shares purchased for $40,000 ($0.000357 per share)
Seed shareholders owned 75,819,800 shares purchased at $.0007/share
On April 9, 2012, Edwin Slater sold his 1,120,000,000 shares for $20,000 (only half of what he paid for the shares). Luciana D’Alessandris, Jim Vogiatzis, Michael Zitser and Sergey Kartsev each got 1/4 of the shares (280,000,000 each).
Ronald Kopman became the new president/CEO/CFO/director
Maurizio Cochi became the new treasurer/secretary/director
Barry Wohl became the new director
1000 Series A preferred shares were also issued for voting control of the shell (they represent 51% of the vote). The SWDZ filings are a little confusing when it comes to figuring out who owns those shares. In some parts of the filings it says that Steven Drayton (Talon International Corp) got those shares. In other parts it says that Kent Edwards (Talon International Corp) got those shares. In other parts it says that Ira Morris got control of those shares.
New business operations
Luciana D'Alessandris, Jim Vogiatzis, Michael Zitser, and Sergey Kartsev brought with them a change in business operations. They were principals/shareholders in a company out of Canada called Eco-Tek Group Inc. which was originally called Clik Tech Corp.
That group did a share exchange with Eco-Tek Group Inc. They agreed to cancel 1,070,000,000 of their SDWZ common shares and to give 50,000,000 shares and pay $20,000 to Ira Morris for control of her 1,000 preferred shares (voting control of the SWDZ shell).
When all the smoke cleared, SWDZ had 250,819,500 common shares outstanding
125,000,000 new shares were issued to the Eco-Tek Group Inc shareholders as follows:
26,112,813 shares of common stock and 250 shares of Series A Preferred Stock owend by Luciana D'Alessandris
26,112,813 shares of common stock and 250 shares of Series A Preferred Stock owned by Michael Zitser
26,112,813 shares of common stock and 250 shares of Series A Preferred Stock owned by Sergey Kartsev
26,112,813 shares of common stock and 250 shares of Series A Preferred Stock owned by Jim Vogiatzis
8,333,333 shares of common stock owned by Danielle Amoroso
2,918,750 shares of common stock owned by Ruth Stankovich
5,416,667 shares of common stock owned by Terry Brand
1,039,583 shares of common stock owned by Sabatino Nacson
275,000 shares of common stock owned by Sherwin Shapiro
582,083 shares of common stock owned by Itamar Cohen
333,333 shares of common stock owned by Anrew Ivanovs
200,000 shares of common stock owned by Cliff Harding
200,000 shares of common stock owned by Danny Rabizada
208,333 shares of common stock owned by Eva Gord
416,666 shares of common stock owned by Pietro Savo
125,000 shares of common stock owned by Antonio Mobilio
500,000 shares of common stock owned by Frank Sampogna
50,000,000 shares owned by Ira Morris
75,819,500 shares were still owned by the SWDZ seed shareholders
Luciana D’Alessandris, Jim Vogiatzis, Michael Zitser and Sergey Kartsev also got 1,000 Series A preferred shares for voting control of the shell.
Ira Morris and Danielle Amoroso show up as seed shareholders together in a couple of other publicly traded shells, Foreclosure Solutions Inc (FCLS) and Health Advance Inc (HADV) which both recently received trading symbols.
Super discounted convertible Debt Notes
The SWDZ seed shareholders holding 75,819,500 shares that cost them only $.0007/share each are not the only ones set up to get rich in the future.
SWDZ issued several debt Notes with conversion ratios of $.000357/share both before and after the share exchange agreement with Eco-Tek Group Inc.
The following is a list of those debt Notes:
A note dated November 4, 2010, in the principal amount of $5,000 was issued to Gordon Douglas King and Jay Louise King in the principal amount of $5,000 which can convert into 14,000,000 shares ($.000357/share)
A note dated February 2, 2011, in the principal amount of $5,000 was issued to Gordon and Jay King in the principal amount of $5,000 which can convert into 14,000,000 shares ($.000357/share)
A note dated February 3, 2011, in the principal amount of $5,000 was issued to Translink Communications which can convert into 14,000,000 shares ($.000357/share)
A note dated February of 2011, in the principal amount of $12,500 was issued to Morgarlan Limited which can convert into 35,000,000 shares ($.000357/share)
A note dated April 20, 2012, in the principal amount of $115,000 was issued to Talon International Corp (Swiss entity) (Steven Drayton) which can convert into 322,128,851 shares ($.000357/share)
A note dated May 4, 2012, in the principal amount of $30,000 was issued to Cornerstone Global Investments (Panamanian entity) (Kurt Schlapfer) which can convert into 84,033,613 shares ($.000357/share)
A note dated May 4, 2012, in the principal amount of $40,000 was issued to MIH Holdings Ltd (David Craven) which can convert into 112,044,817 shares ($.000357/share)
All total that is $235,000 in debt Notes that can convert into 668,232,491 free trading shares!!! And that isn't calculating in the interest!
More on the debt Note holders
Steven Drayton who is linked to Talon International Corp which is obviously the main debt Note holder can be linked to several other publicly trading companies including:
Platinum Research Organization Inc (PLROQ) as a large shareholder along with David Craven through Epsom Investment Services, NV
Coda Octopus Group Inc (CDOC) as a large shareholder along with David Craven through Epsom Investment Services, NV
Innovative Card Technologies (INVC) as a large shareholder along with David Craven through Epsom Investment Services, NV
Rival Technologies (RVTI) as a large shareholder along with David Craven through Epsom Investment Services, NV
Ameriwest Petroleum Corp (AWSS) as a large shareholder along with David Craven through Epsom Investment Services, NV
Bonanza Gold Corp (BNZA) through Precious Metal Exploration, Ltd (a Swiss company)
Liberty Gold Corp (LBGO) through Precious Metal Exploration, Ltd (a Swiss company)
American Power Corp (AMPW) as a large shareholder
Trustcash Holdings Inc (TCHH) as a large shareholder through Ludwig Holdings Limited
Mistral Ventures Inc (MILV) as a large shareholder through Ludwig Holdings Limited
BRK Inc (still awaiting a trading symbol) as a seed shareholder through Capilano Capital
Rockford Oil Corp (still awaiting a trading symbol) as a seed shareholder through Ergo Investments Inc (Marshall Islands). David Craven is also a seed shareholder through Blue Olive Ventures (Marshall Islands)
David Craven who is obviously the other key figure behind the SWDZ shell is also linked to:
Northumberland Resources Inc (NHUR) as a large shareholder through Celtric Lyon Ltd (Nevis entity)
Tiger Oil Energy Inc (TGRO) as a large shareholder through Ceramatec Inc and Celtric Lyon Ltd
Source Gold Corp (SRGL) through Aravis Investments Ltd
Lone Mountain Mines Inc (nka CVCT) as a seed shareholder through Virtigo S.A.
Though neither Steve Drayton nor David Craven show up in the filings for 5Barz International Inc (BARZ), Steve Drayton's entity, Talon International Corp, paid Capital Financial Media (CFM) $500,000 to do a paid promotion on BARZ starting in June of 2011 immediately following a change in control and 18:1 forward split. BARZ had Diane Dalmy and Daniel Bland involved in that shell. More about BARZ here.
Through MILV, Steve Drayton owned 200,000,000 shares which he received at $.005/share that he was able to dump during the AwesomePennyStock paid promotion in October/November of 2011. More information about that here.
Between good buddies Steve Drayton and David Craven their debt Notes can convert to around 335,000,000 shares of SWDZ stock.
The PRTN connection
Let's not forget about the PRTN connection. The name Eco-Tek Group Inc accidentally showed up instead of the name Eaton Scientific Systems Inc in Schedule I of this PRTN share exchange document.
What is the connection between PRTN and SWDZ?
Both shells started out with GBH CPAs, PC as their accountant, but SWDZ let GBH CPAs, PC go in March of 2012 and the PRTN share exchange document wasn't drafted until August of 2012.
So far I have not been able to find the connection, but the connection is there (probably hidden in the background) otherwise that kind of error would have never occurred. And since PRTN was an APS promotion that connection is noteworthy.
About Eco-Tek Group Inc
Eco-Tek was initially formed as an Ontario, Canada corporation on May 4, 2005, under the name of Clik Tech Corp. The name of the corporation was changed to Eco-Tek, on June 28, 2012. Eco-Tek is dedicated to the development and marketing of innovative and cost effective “green” products to the automotive and industrial sectors. Currently Eco-Tek is a distributor of products and does not have any exclusive rights to the products it distributes other than the Clik Bypass And Magnetic Oil Filtration For Trucks.
Eco-Tek manufactures (through the blending of various ingredients) and distributes Clik synthetic lubricants, filtration systems and other products. Eco-Tek maintains websites at www.eco-tekgroup.com and www.cliktech.com
Eco-Tek also hopes, funding permitting, to open new environment conscious quick lube centers in southern Ontario, Canada, through its wholly-owned subsidiary Eco-Tek Lube Centres, with the goal of expanding throughout North America and eventually worldwide. These centers are planned to offer oil changes using Clik synthetic oils and performance enhancing, eco-friendly lubricants.
According to financials provided by Eco-Tek Group Inc, they made $234,133 in sales in 2011 down from $283,912 in 2010.
With almost 76,000,000 free trading seed shareholder shares currently worth over $53 million and the potential for over 670,000,000 shares to be issued towards convertible debt Notes at just $.000357/share there is certainly the potential for a paid promotion.
The biggest debt Note holder, Steve Drayton, has a history of being involved in paid promotions including a CFM promotion and an APS promotion.
The problem is that with that many shares that could potentially be dumped and an authorized share count of 7 billion SWDZ seems pretty risky and would have to be played with great caution should a paid promotion ever start on the ticker.