12 Jun TUPS – soon to be KonaRed Corporation – will this super fruit turn into a super stock? – now KRED
KonaRed is a company co-founded by its CEO, Shaun Roberts, Dana Roberts,and Steven M Schorr. In June of 2008, Shaun Roberts saw a report touting the benefits of coffee fruit because of its antioxidants. He lived just above the Kauai Coffee Co which is the largest Coffee plantation in the United States located in Hawaii. Coffee is a big product in Hawaii and the coffee fruits were just being wasted.
Shaun Roberts visited his friend Tom Greenwell of Greenwell Farms, another coffee company located in Kona, Hawaii and he and Tom picked a bunch of coffee fruit and had it tested during most of 2009. The results were even better than they expected and KonaRed was born. Shaun decided to develop a wellness beverage that is a 100% juice product containing a large portion of KonaRed coffee fruit liquid extract. The product began to go to market in 2011. Learn more in the following video:
KonaRed is the operating company of Sandwich Isles Trading Co. Inc, a Hawaii business entity controlled by Shaun Roberts and Steven M Schorr. The website can be found here. The first products released for sale by KonaRed were a 3 oz shot product and a 16 oz ready to drink product. Other products have now been made available for sale including Coconut Water, KonaRed Lite, Powered KonaRed Drink Mix, KonaRed Antioxidant Capsules, and KonaRed Antioxidant Sorbet all found on the website here.
Today and 8k was filed announcing that KonaRed through its holding company, Sandwich Isles Trading Co. Inc, signed a Letter of Intent to merge the KonaRed business into TeamUpSport Inc (TUPS), a publicly traded shell on the OTCBB.
Before we get into the terms of the Letter of Intent, let's take a lot back at the history of TeamUpSport Inc (TUPS).
TeamUpSport Inc was incorporated in Nevada on October 4, 2010 by Dennis Kjeldsen of Ontario with 65,000,000 authorized shares.
Dennis Kjeldsen had a variety of jobs from 1989 through 2010. He spent several years at Aar-Kel Moulds Ltd, a company that designs and manufactures high pressure aluminum. From 2005 - 2007, Kjeldsen was a self-employed consultant for Thru-Flow Inc, a plastic decking company. From 2007 - 2008, Kjeldsen worked at Omden Holdings, a company created to facilitate the partnership of Omden and Coffee Lodge of Canada to introduce drive-through coffee kiosks to Canada. From April 2008 to May 2009 Kjeldsen worked at International Cooling Towers where he was responsible for the construction of cooling towers. From June 2009 to May 2011 Kjeldsen worked as the Operations Manager at Normac Adhesives Inc. where he was responsible for all manufacturing of products sold at Normac. Since June 2011 Kjeldsen has been employed by Thru-Flow Inc., as Operations Manager responsible for the wheelchair products division including all manufacturing, logistics, financing and sales.
What Dennis Kjeldsen fails to include in his bio is the 5 years he spent with Lutcam Inc nka American Patriot Corp (APAT). From 2004 - 2007 Kjeldsen was the director and secretary of Lutcam Inc. In 2007, Dennis Kjeldsen and Kerry Tully, the CEO, sold their shares and control of the Lutcam Inc shell to Svetlana Kozlovskaia who did a 68:1 forward split and changed the name of the shell to Midwest Uranium Corporation (MWUC). The forward split gave the issuer over 35,000,000 free trading shares of stock. After all the insiders were done dumping their shares, the shell did a 1:51 reverse split and a name change to American Patriot Corp (APAT).
Insider share ownership
Prior to going public, TeamUpSport Inc issued 2,866,698 shares to Dennis Kjeldsen for $14,333.49 ($.005/share) and 1,900,000 shares to friends and family of Kjeldsen for $.02/share raising $38,000.
On August 22, 2011, TeamUpSport Inc filed an S-1 to go public.
The business plan was to start a social networking website at teamupsport.com for individuals interested in sports.
The attorney helping with the S-1 filing was Jody Walker, number 14 on our list of attorneys to follow for a future paid promotion. Ms. Walker even got to have some of her family participate with the public offering picking up some of the seed shareholder shares.
The accountant helping with the S-1 filing was John Kinross-Kennedy.
The S-1 was approved on March 16, 2012.
Change of Control
As is almost always the case with shells taken public for a future paid promotion, TeamUpSport Inc (TUPS) never made any progress with their forward looking business plan. They were a website business that never even took the time to publish a website. Instead, TUPS burned through all their cash over the next few months
By May of 2013, TUPS was out of cash and it was time to move on to the next phase of the plan.
On June 4, 2013, Daniel Kjeldsen stepped down from all of his positions and Richenda Rowe was appointed as the new sole officer/director of the TUPS shell.
Richenda Rowe is a massage therapist and animal lover from New Zealand.
Richenda Rowe was born in Ireland and came to New Zealand 15 years ago. She studied at Wellpark College where she gained a Double Diploma in Sports and Therapeutic Massage. Shortly after this she started Real Balance Sport & Remedial Massage.
Richenda likes to work with a range of people - be it sports people, CEOs, parents and children - the main aim is to teach people awareness of their body's needs and to help bring them back to a balanced state.
The author of the change of control filing was done by Vancouver based, Clark Wilson LLP. Clark Wilson LLP can be linked to many past paid promotion tickers and have recently been showing up more and more often in future paid promotion companies.
The KonaRed merger
On June 10, 2013, just 6 days after Richenda Rowe took over, an agreement was signed between TeamUpSport Inc and Sandwich Isles Trading Co Inc to merge KonaRed into the TUPS shell.
The terms of the agreement would be as follows:
1) 42,750,000 post-split shares would be issued for the acquisition of KonaRed.
2) 1,111,111 will be sold at $.45/share for $500,000 in financing from an anonymous 3rd party named Littlebird Capital Ltd. Littlebird Capital Ltd was also issued 1,777,778 shares at $.45/share for the conversion of $800,000 in debt that KonaRed allegedly owed to Littlebird Capital Ltd..
3) That same anonymous 3rd party, Littlebird Capital Ltd, will be allowed to acquire up to an additional $600,000 worth of shares at $.45/share (1,333,333 shares).
4) The 2,500,000 shares owned by Daniel Kjeldsen would be cancelled
5) TUPS would execute a 13.5:1 forward split
6) Rechinda Rowe would resign from all of her positions and she would be replaced by the KonaRed management team (Shaun Roberts, Dana Robers, and Steven Schorr).
7) The name of the ticker would be changed to KonaRed Corporation.
LittleBird Capital Ltd is an anonymous Marshall Islands entity created in November of 2012:
New Share Count
The outstanding share count following the closing of the KonaRed acquisition would look as follows:
KonaRed shareholders - 42,750,000 shares
Littlebird Capital Ltd - 2,888,888 shares (costing $.45/share) - eventually will be free trading
Seed shareholders - 25,650,000 shares (free trading) - costing $.0015/share
Total outstanding - 71,288,888 shares
The merger with KonaRed is probably still several weeks away. If the acquisition does end up closing then TUPS will end up getting a symbol change to go with the name change. The whole business plan for KonaRed is actually a great one, but it doesn't change the fact that there will be between 25,650,000 - 28,538,888 free trading shares outstanding. Those 25,650,000 - 28,538,888 free trading shares, the anonymous foreign financing agreement, and the involvement of Jody Walker and Cane Clark LLP make TUPS a great candidate for a future paid promotion. The currently proposed share structure would make the ticker best suited for a landing page/hard mailer type of promotion. For now we'll be adding TUPS to our list of tickers to watch for a future paid promotion and watching its progress from here.