03 Nov Soul and Vibe Interactive Inc – research report
A 4:1 forward split and name change from Victory LG Inc (VRYG) to Soul and Vibe Interactive Inc (new symbol to come) caught our attention.
VRYG has yet to trade any shares and is probably several weeks away from any market activity. At this point it remains a mystery exactly what the new business operations will consist of, but some clues may exist, and at the end of this report I will speculate on what those clues may be telling us.
Setting up the shell
Soul and Vibe Interactive Inc was originally known as Victory LG Inc.
Victory LG Inc was registered as a Nevada business entity on January 5, 2011 with Pauline Carlson as the President/Director and Robert Timothy as the Secretary/Treasurer. Link to the Nevada business entity here. Robert Timothy is the CEO of another shell that trades publicly called Sport Endurance Inc (SENZ).
As the founder of the shell, Pauline Carlson issued herself 18,000,000 shares at a cost of $.001/share ($18,000).
Victory LG Inc was based in Utah with an address of 6544 Katherine Ann Court, Salt Lake City, Utah 84118.
According to Salt Lake County property records, 6544 Katherine Ann Court is a private residence owned by Ronald H Harper.
Victory LG Inc claimed to have come up with a formula that can pack an 8 hour energy supplement into a liquid gel cap. The CEO of Victory LG Inc claims to have come up with the formula (together with some technicians) while working at Soft Gel Technologies Inc back in 2010. In March of 2011, the group allegedly finalized the formula (which to date has not been patented).
The forward looking business plan involved contracting Soft Gel Technologies Inc to help with manufacturing of the product and contracting Traco Manufacturing Inc to help with the packaging and distribution. To date, those contracts have yet to actually be signed.
Victory LG Inc would have to raise $75,000 to move forward with their plan which included making their website (still under construction) interactive.
To help raise the $75,000 to proceed with the forward looking business plan, Victory LG Inc filed an S-1 to go public on March 25, 2011. Helping with the legal work was attorney Steven Sager of BK Consulting & Associates PC in Salt Lake City, UT.
The S-1 filing was to register 8,000,000 of Pauline Carson's 18,000,000 shares to be sold at $.001/share raising $8,000 (a far cry from the $75,000 needed to initiate the forward looking business plan).
On June 9, 2011, the S-1 was made effective and 8,000,000 shares were sold to 24 unnamed private investors (seed shareholders) at $.001/share.
According to her bio, Pauline Carson served as Chief Executive Officer and Chief Operating Officer with Starbridge Consumer Products, Inc., from 2000 to 2003 and was actively involved in the consumer beverage, consumer durables and financial services industries. She also served as an Executive Director with Mainline Industries, Inc., from 2004 to 2010. Neither of those 2 companies have any sort of notable web presence.
Pauline Carson does show up in an SEC filing for one other company, Adelt Design Inc, which started to attempt to go public back in 2011 shortly after Victory LG Inc - see SEC filings here.
Pauline Carson's name accidentally shows up in the Minute of Board of Directors included with the S-1/A filing from July 27, 2011.
This was obviously a typo caused by the fact that Adelt Design Inc was set up as a mirror to Victory LG Inc using the same legal counsel and the exact same corporate arrangements.
Further Developments (or lack there of)
Victory LG Inc ate through its $8,000 very quickly. As of the last financial statement (a 10Q) filed for the period ending August 31, 2012, Victory LG Inc was out of cash and had yet to realize a penny in revenues. No progress was even made on the company website.
The shell had been surviving on borrowed money from not only its CEO, Pauline Carson, but also through loans taken out through the company legal counsel, BK Consulting & Associates PC.
All total, VRYG had borrowed $29,813 from Pauline Carson (plus $2,300 in interest) and $7,080 from BK Consulting & Associates PC (plus $265 in interest).
Apparently BK Consulting & Associates PC is a do everything company. They help you with your legal work to go public, they let you borrow money, and according to the OTC Markets website for VRYG they also act as the company Investor Relations firm:
BK Consulting & Associates PC
I get the feeling that the VRYG is actually controlled by BK Consulting & Associates PC.
I think it would serves us well to take a quick glance at other tickers that BK Consulting & Associates PC helped set up and control.
Zippy Bags Inc (ZPPB) - This is another Utah based company that uses BK Consulting as legal counsel, IR, and lender. ZPPB also did a forward split (5:1). The ZPPB share price never got off the ground quickly dropping from its opening price and gradually falling from there. In August shortly after the 5:1 forward split cleared, ZPPB put out lots of news, but it didn't help the share price much.
Trail One Inc (TRLO) - This is another Utah based company that uses BK Consulting as legal counsel, IR, and lender. TRLO has not done a forward split yet and has not started trading yet.
Sport Endurance Inc (SENZ) - This is another Utah based company that uses BK Consulting as a lender. SENZ shares the same accountant as all the other BK Consulting shells, M&K CPAS, PLLC. The CEO of SENZ, Robert Timothy, was also the original treasurer for the Victory LG Inc shell.
SENZ was recently reinstated (on October 31, 2012) at the Nevada SOS after getting revoked back in January for failing to file an annual report for 2 straight years. Even though SENZ never stopped being an SEC reporting shell, the reinstatement at the state level brought in the regular IHUB pumper crew that follows these types of stocks and the share price jumped from $.0013/share to $.0139/share. A nice 10 bagger for people that follow reinstatement plays and got in early.
Change in Direction
For reasons that are still unclear, Pauline Carson filed to change the name of the company from Victory VG Inc to Soul and Vibe Interactive Inc.
To coincide with the name change, the authorized share count was raised from 90,000,000 to 300,000,000 and a 4:1 forward split was conducted.
Pauline Carson now owns 40,000,000 restricted shares
24 seed shareholders now own 32,000,000 free trading shares
It is obvious that the 8 hour energy liquid gel cap business is no longer in the future for the VRYG shell.
It would appear that the next step will be a change in control with Pauline Carson resigning and somebody else stepping in to run the shell in her place. The change in control may involve some kind of share exchange with another company.
A guess at what may be coming next
No new business entity entered the picture to coincide with the change of direction. All that happened was that the existing Nevada business entity changed its name from Victory LG Inc to Soul and Vibe Interactive Inc. It could be that this is all that will ever happen and Pauline Carson will go on running the show announcing what the new business operations are soon, but I think there is more to the whole situation.
On the OTC Markets website, the state of incorporation for the VRYG shell has been changed from Nevada to Utah. The year of incorporation has also been changed from 2011 to 2010. This could be a big clue.
There is no Soul and Vibe Interactive Inc incorporated in Utah, but there is a Soul and Vibe Entertainment Inc incorporated in the state of Utah on January 7, 2010.
Based on the WhoIs information for the Soul and Vibe website, Peter Chiodo's last venture was Wardrobe Entertainment LLC which no longer exists.
Soul and Vibe Entertainment is an innovative video and computer games company focused on developing and publishing standout games that are as much fun to talk about as they are to play.
Soul and Vibe Entertainment Inc lists no specific games on their website that they have developed and made available to the public, but they do mention working on establishing both development partners and licensing partners for the future. I'm sure if they do take over the VRYG shell, Soul and Vibe will come up with some game(s) soon.
Obviously at this point I don't know if Soul and Vibe Entertainment Inc will become a part of the VRYG shell. I just know that a symbol change will be on the way soon after the forward split clears and that some kind of change in business operations is pretty much guaranteed. It will be fun to see what does happen in the near future for the shell.
BK Consulting & Associates PC shells do not have the best record for having their shells getting promoted (at least not successfully).
Whatever direction that VRYG takes from here, it should not be forgotten that there are 32,000,000 free trading shares owned by 24 seed shareholders that cost those seed shareholders only $.00025/share. Those 24 seed shareholders could all potentially make around $1,000,000 each in profits making a future paid promotion quite possible. If a promotion ever does start it probably won't be at the initial price levels once trading commences for the ticker.