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Tungsten Corp (TUNG) – a big step closer to a future paid promotion

13 Apr Tungsten Corp (TUNG) – a big step closer to a future paid promotion

 

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On April 10, 2013, Tungsten Corp (TUNG) signed an asset purchase agreement that had been in the works behind the scenes since October of 2012.  We had already found all the key names involved in the recent share exchange agreement weeks ago while doing our original TUNG research report found here.

The following is a re-post of our February 12, 2013 report followed by some updated information about the recent big event.

 

Since the very first day Promotion Stock Secrets first went online, Tungsten Corp (TUNG) has been sitting on our watch list for a future paid promotion.   The problem is that until today, I had yet to do a research report for the ticker.  Here is that long overdue research report.

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The Set-Up

Tungsten Corp was originally named Online Tele-Solutions Inc (ONTS).  The entity was incorporated in Nevada on June 5, 2008 by Clifford Belgica, a Canadian that grew up and went to school in the Philippines. 

Prior to being the founder of Online Tele-Solutions Inc, Clifford Belgica served as the original CEO of Ultra Care Inc which after going public became TechMedia Advertising Inc (TECM) and as the incorporator of Business Outsourcing Services which after going public became Orgenesis Inc (ORGS).

TechMedia Advertising Inc (TECM) would end up doing a 22:1 forward split, but skipped the pump&dump phase eventually getting suspended by the SEC on January 25, 2013.  It turns out that TUNG has more than just Clifford Belgica in common.  They also both had Filipino shareholders, Singapore addresses, and a forward split.

Orgenesis Inc (ORGS) would end up doing a 35:1 forward split.  ORGS saw its first ever volume on November 20, 2012 and has bounced around between $.40/share and $.77/share on light but steady volume.  ORGS probably deserves its own research report and like TECM has many similarities to TUNG including Filipino seed shareholders, a Singapore address, a forward split, and Gersten Savage LLP.

Like with ORGS, after incorporating the TUNG entity, Clifford Belgica disappeared into the background never to show up on paper in any of the TUNG filings.  Belgica selected three Filipino natives to be the officers of the TUNG entity.  Originally Geronimo Ferrer Abelanes was listed as an officer of the shell, but by the time the shell filed to go public, Mario Jakiri Tolentino (CEO, treasurer, director) and Owen A. Orendain (director) were the only two officers/directors left.  The entity used an address in Singapore.

On the day the entity was incorporated, June 5, 2008, Geronimo Ferrer Abelanes and Mario Jakiri Tolention were issued 750,000 shares each at a price of $.01/share for a total of $15,000.  Geronimo Ferrer Abelanes would end up transferring his 750,000 shares over to Owen A. Orendain after he resigned.

Between August 1, 2008 and October 27, 2008, 700,000 shares were sold to 35 different seed shareholders all with Filipino names and Singapore addressed for $.05/share raising $35,000.

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Going Public

On October 29, 2009, Online Tele-Solutions Inc filed an S-1 to go public.

The attorney used to do the necessary legal work was Gersten Savage LLP.   Gersten Savage LLP, who is a very active attorney firm that has been involved in penny stocks for more than 3 decades, can be found in over 600 SEC filings in the just the last 3 years alone.  

The forward looking business operations used to take the shell public was a plan to develop and offer Internet-based hosted call center services for small to medium sized companies seeking to establish their own internal support and telemarketing divisions.  The company registered a domain at www.online-tele-solutions.com, but the site never got developed.

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Forward Split

TUNG was granted public trading status on June 10, 2010.  Over the next 18 months, the company made absolutely no progress with its forward looking business operations.

In March of 2012, the company filed to effect a 30:1 forward split which would end up getting approved by FINRA on May 9, 2012.

The forward split brought the outstanding share count up from 2,200,000 to 66,000,000.

Mario Jakiri Tolention - 22,500,000 shares (restricted)

Owen A. Orendain - 22,500,000 shares (restricted)

Seed Shareholders - 21,000,000 shares (free trading)

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Name Change

Following the forward split, nothing really changed for the TUNG shell.  Another 6 months passed, then in November of 2012, it was decided that the name of the shell should be changed to Tungsten Corp (TUNG). 

The name change was approved by FINRA in early December of 2012.

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Change of Control

Only days after the name change was complete, on December 17, 212, an 8k was filed for a change of control.

Both Tolention and Orendain resigned from all of their positions.  Douglas Oliver took over as the sole officer/director of the TUNG shell.

Douglas Oliver came with 30 years experience as a geologist and lots of previous experience with publicly traded companies.

Douglas Oliver teamed up with Norman Meier and Penny Green as an officer of Hemis Corp (HMSO) [now trading as Tecton Corp (TTNC)].  Douglas Oliver was also the long time CEO of Yukon Gold Corp Inc (YGDC)

HMSO/TTNC was a major scam that was also a very ugly pump&dump.  Learn much more about Norman Meier in this post.

We were not told in the 8K whether Douglas Oliver took control of the 45,600,000 shares that were held by Tolention and Orendain.

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Change of Control was Prearranged?

Usually you see the change on control happen before the forward split, but pretty much always before the name change.

A little research shows that somebody named Guy Martin had already registered the domain name for Tungsten Corp on November 15, 2012 a whole 32 days before the change of control of the TUNG shell and exactly 1 day after the PRE14C was filed for the name change.

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That entity listed in the domain registration, Nevada Tungsten Holdings Ltd, was registered in Nevada by Guy Martin on October 30, 2012.

It looks like this change of control was in the works for a while before it actually happened.

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So who is Guy Martin?

Guy Martin is the long time president/CEO of Coyote Resources Inc (COYR).  

The COYR shell went public as BLS Media Inc in 2008, merged with Coyote Resources Inc (Earl Abbott) in 2010, did a 60:1 forward split together with the name change to Coyote Resources Inc. In 2011, the COYR shell became an ugly pump&dump

On May 31, 2012, Guy Martin replaced Earl Abbott as the CEO of the shell.  In November of 2012, COYR was pumped again.

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What to expect next?

Even though it is obvious that TUNG will now be involved in the mining industry, TUNG currently has no properties.  It wouldn't surprise me to see some kind of merger/acquisition between Tungsten Corp and Nevada Tungsten Holdings Ltd the result of which would bring some kind of mineral claim and Guy Martin into the TUNG shell.

The website which is still under construction will probably become available immediately after some kind of acquisition takes place followed eventually after that by the kick off of some kind of stock promotion campaign.

No Clifford Belgica shell has succeeded in reaching the promotion stage to date, but with the involvement of Douglas Oliver and Guy Martin, I think the third time will be a charm.   This time the 20,400,000 free trading seed shareholder shares will get cashed in for insider profits.  That is why I added Tungsten Corp (TUNG) to our list of tickers to watch for a future paid promotion.

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What has happened since February 12, 2013

On April 10, 2013 exactly what we predicted would happen did happen.  Tungsten Corp (TUNG) signed an asset purchase agreement with Guy Martin and his entity, Nevada Tungsten Holdings Ltd.  This agreement was preplanned since before Guy Martin registered Nevada Tungsten Holdings Ltd as a Nevada business entity on October 30, 2012 and before Guy Martin registered the future TUNG domain at tungsten-corp.com on November 15, 2012.

The terms of the asset purchase agreement are as follows:

1) Tungsten Corp (TUNG) did a share exchange with Guy Martin/Nevada Tungsten Holdings Ltd.  In exchange for all of the Nevada Tungsten Holdings Ltd, Tungsten Corp (TUNG) issued 3,000,000 shares of stock to Guy Martin (the sole shareholder of Nevada Tungsten Holdings Ltd) making Nevada Tungsten Holdings ltd a wholly owned subsidiary of Tungsten Corp (TUNG).

Nevada Tungsten Holdings Ltd came with the rights to acquire 32 patented and unpatented mining claims situated in White Pine Country, Nevada from Viscount Nevada Holdings Ltd.  To complete the acquisition of the mining claims, TUNG will have to pay:

- $150,000 by February 15, 2013 (this has been paid)

- Another $100,000 by February 15, 2014

- Another $50,000 by February 15, 2015

- Spend $250,000 in exploration costs before the first anniversary of the agreement

- Spend another $250,000 in exploration costs before the second anniversary of the agreement

- Spent another $1,000,000 in exploration costs before the third anniversary of the agreement

Viscount Nevada Holding Ltd is a Nevada business entity that was set up only 8 days before Tungsten Nevada Holdings Ltd on October 22, 2012 by two individuals:

i) William MacDonald of MacDonald Tuskey LLP from our list of attorneys to watch for a future paid promotion.

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ii) James MacKenzie who is a familiar name in the penny stock world.  James MacKenzie (aka Jim MacKenzie) was the long time CEO of SilverStar Mining Corp (SLVM).  TUNG is actually following a very similar path to what SLVM followed.

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Viscount Mining Ltd (the parent company of Viscount Nevada Holding Ltd) is a private British Columbia entity.  See their website here.  William MacDonald is the Secretary of the entity and James MacKenzie is the CEO.  Learn more about the mining claims that TUNG will never actually acquire from Viscount Mining Ltd, but rather just use for a future paid promotion, here.

2) Tungsten Corp (TUNG) did a private placement selling 2,000,000 shares for $.25/share raising $500,000.

3) Douglas Oliver resigned from all of his officer/director positions and instead was assigned the role of VP of Explorations and given salary of $4,000/month through a consulting agreement. Douglas Oliver also received 3,000,000 shares from Mario Jakri Tolentino (former CEO) in a private transaction for $3,000.

4) Guy Martin became the new CEO, president, CFO, treasurer, secretary, and director of TUNG and was given a salary of $5,000/month through a consulting agreement.

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The new share structure

The share structure disclosed in the recent 8K is a little odd.   Before the recent asset purchase agreement, TUNG had 66,000,000 shares divided up as follows:

Mario Jakiri Tolention - 22,500,000 shares (restricted)
Owen A. Orendain - 22,500,000 shares (restricted)
Seed Shareholders - 21,000,000 shares (free trading)

With 2,000,000 newly issued private placement shares and 3,000,000 newly issued shares to Guy Martin for the asset purchase agreement there are now 71,000,000 outstanding shares.  The new TUNG filings verify this as correct, but the new TUNG filings have Owen A. Orendain now owning 22,500,000 shares and Mario Jakiri Tolention now owning no shares.  We know that Mario Jakiri Tolention sold 3,000,000 shares to Douglas Oliver for $3,000, but that is the only share transaction that TUNG discloses in the filings.  Where did the other 19,500,000 shares once owned by Mario Jakiri Tolention go? Going off of the information in the recent 8k for TUNG, the new share structure looks as follows:

Authorized - 300,000,000 shares
Outstanding - 71,000,000 shares
Total Shareholders - 23
Guy Martin - 3,000,000 shares
Douglas Oliver - 3,000,000 shares
Owen A Orendain (held in an account in Singapore) - 22,500,000 shares
Unknown - 19,500,000 shares
Seed shareholders - 21,000,000 shares (free trading) - costing just $.00167/share
Private Placement shareholders - 2,000,000 shares

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Conclusion

Guy Martin, Douglas Oliver, William MacDonald, and Jim McKenzie can all be linked to former pump&dump tickers.  There is little doubt that Tungsten Corp (TUNG) is being groomed for a future paid promotion, I'm just not sure yet what type of paid promotion it will be.  TUNG is now pump ready so the promotion could start within days or months (just no way to tell yet).  The TUNG website going live could be a good sign that promotion is growing much closer. TUNG remains on our list of tickers to watch for a future paid promotion.

 

 

 

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