25 Jul Valor Gold Corp (VGLD) – research report – now VAPO
Valor Gold Corp (VGLD) was pointed out to me by one of our subscribers today because of its history and interesting links.
Valor Gold Corp went public as Feladel Corp with a bunch of Russian officers and seed shareholders in control of the shell.
The original share ownership looked like this:
- Idan Karako (CEO) - 5,000,000 shares purchased for $500 ($.0001/share)
- Viktorija Eglinskaite-Dijokiene (secretary/director) - 2,000,000 shares purchased for $200 ($.0001/share)
- 41 Russian seed shareholders - 2,000,000 shares purchased for $40,000 ($.02/share).
Things get interesting
On March 27, 2012 an 8K was filed for a name change to Valor Gold Corp and a 7.5:1 forward split.
The 7.5:1 forward split made the new outstanding share ownership look like this:
- Idan Karako - 37,500,000 shares purchased for $500 ($.000013/share)
- Viktorija Eglinskaite-Dijokiene - 15,000,000 shares purchased for $200 ($.000013/share)
- 41 Russian Seed Shareholders - 15,000,000 shares purchased for $40,000 ($.0027/share).
On May 17, 2012, another 8K was filed announcing the designation of 5,000,000 Series A convertible preferred shares. This was done to set up the shell for what was about to happen a week later.
On May 24, 2012, another 8K was filed. This 8K was packed full of interesting, useful information and was very similar to an 8k filed by Bullfrog Gold Corp (BFGC) talked about in this research report.
The first section of the 8K announced the acquisition of Red Battle Corp (A Delaware Business entity) and subsequent merger of Red Battle Corp into the Valor Gold Corp shell. Red Battle Corp was purchased from 3 main entities which held an ownership stake in the entity:
- Arttor Gold LLC (a Nevada entity in default controlled by David Rector, Edward Kar, and Arthur Leger)
- Noble Effort Gold LLC (a Nevada entity in default controlled by David Rector)
- Pershing Gold Corporation (a Nevada entity publicly traded under the symbol PGLC that is controlled mainly by David Rector, Barry Honig, and Philip Frost)
Here is how the whole set up was arranged just prior to the merger:
- On May 22, 2012 Pershing purchased 1,000 shares of common stock of Red Battle for an aggregate purchase price of $10, becoming Red Battle’s sole stockholder.
- On May 23, 2012 Red Battle purchased a 100% membership interest in Arttor Gold from Pershing for an aggregate purchase price of $10, becoming Arttor Gold’s sole member.
- On May 23, 2012 Red Battle purchased a 100% membership interest in Noble Effort from Pershing for an aggregate purchase price of $10, becoming Noble Effort’s sole member.
- On May 24, 2012 Pershing and Arttor Gold transferred their interests in the Centerra Lease to Noble Effort pursuant to an assignment and assumption of lease agreement.
The terms of the acquisition/merger included Pershing Gold Corp (PGLC) receiving $2,000,000 cash, a $500,000 debt Note, and 25,000,000 VGLD shares. The two biggest Pershing Gold Corp (PGLC) shareholders are Philip Frost and Barry Honig.
VGLD didn't have the cash to complete the acquisition so they did a private placement to raise the funds. They sold 4,500,000 common shares for $.40/share and 5,000,000 Series A convertible preferred shares for $.40/share raising $3,800,000.
- Philip Frost ended up buying 1,250,000 of the common shares.
- Barry Honig (GRQ Consultants, Inc) ended up buying all 5,000,000 Series A convertible preferred shares
- Adrian James got the other 3,250,000 common shares
The properties that came with Red Battle Corp came with lots of royalty agreements, incentive agreements, and other terms that I will not go into with this report.
Upon the closing of the merger, Idan Karako resigned as our President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director and Viktorija Eglinskaite-Dijokiene resigned as our Secretary and Director. Arthur Leger, David Rector and Oliver-Barret Lindsay (son of Alan Lindsay from BFGC) became the directors of the Company. In addition, Arthur Leger was appointed as the Company’s new Chief Executive Officer, President, Chief Financial Officer, Treasurer and Secretary.
- Arthur Leger got 4,000,000 shares of which 2,000,000 shall vest immediately, 1,000,000 which shall vest upon the discovery of 500,000 ounces of gold on the Company’s properties and the remaining 1,000,000 which shall vest on the discovery of an additional 500,000 ounces of gold on the Company’s properties.
- David Rector got 5,000,000 shares of which 3,000,000 shall vest immediately, 1,000,000 which shall vest upon the discovery of 500,000 ounces of gold on the Company’s properties and the remaining 1,000,000 which shall vest on the discovery of an additional 500,000 ounces of gold on the Company’s properties.
- Oliver-Barret Lindsay got 100,000 shares of Common Stock and options to purchase a fresh round of 400,000 shares of Common Stock every 6 months.
As part of the resignation agreement, VGLD did a split-off agreement with the two former officers of the shell. VGLD formed a new entity called Felafel Holding Inc then transferred all of the pre-merger assets and liabilities into that shell. Idan Karako and Viktorija Eglinskaite-Dijokiene agreed to cancel their 52,500,000 shares in exchange for full ownership of the Felafel Holding Inc shell.
The original VGLD seed holders got to keep their 25,000,002 shares (not sure how the total grew from 15,000,000 to 25,000,002) which at this point were free trading. Barry Honig arranged a private transaction to purchase 2,850,000 of those seed shareholder shares for an undisclosed amount of money. Philip Frost arranged a private transaction to purchase 750,000 of those seed shareholder shares for an undisclosed amount of money. That left the VGLD seed shareholders with 21,400,002 free trading shares.
The 8K also disclosed that VGLD signed two special agreements:
- DRC Partners LLC (Ross DiMaggio) signed a consulting agreement to get paid $10,000 up front plus 100,000 shares each month for consulting services.
- Interactive Investors, Inc signed an investors relations agreement to get paid $1,350,000 up front plus 1,000,000 shares for investor relation services.
Interactive Investors, Inc (Adrian James) has been a large shareholder in:
This is very significant. Adrian James owns 4 stock promotion companies. He owns Interactive Investors, Inc, Stock Professor Inc (SPI), Chicago Financial Times (CFT), and Streetwire Research Group Inc.
Here is an interesting link to a civil suit filed by Adrian James against Jonathon Lebed back in 2008.
Through his stock promotion companies, Adrian James was compensated $1,500,000 and 500,000 shares to run a pump&dump on Pershing Gold Corp (PGLC) then known as Sagebrush Gold (SAGE) back in October of 2011.
The new VGLD
When all was said and done this is what the VGLD share ownership looked like after the merger:
- Pershing Gold Corp - 25,000,000 shares (biggest shareholders in PGLC are Barry Honig and Philip Frost)
- Interactive Investors Inc (Adrian James) - 5,500,000 shares (includes Philip Frost's 1,250,000 shares purchased in the private placement, 3,250,000 shares purchased by Adrian James in the private placement, and 1,000,000 shares given to Adrian James for IR services)
- Arthur Leger - 2,000,000 shares
- Oliver-Barret Lindsay - 100,000 shares
- David Rector - 3,000,000 shares
- Barry Honig - 7,850,000 shares (includes 5,000,000 preferred A shares he converted into 5,000,000 common shares)
- Philip Frost - 750,000 shares
- DRC Partners LLC - 100,000 shares
- Seed Shareholders - 21,400,002 shares (free trading)
Total share outstanding = 65,700,002
Since May 27, 2012, another 1,375,000 shares have been sold at $.40/share to certain unnamed accredited investors for $550,000 in proceeds.
That takes us to present day.
More interesting findings:
The Valor Gold Corp website shares the same server as several other domains including:
The following publicly traded shells:
Including the following stock promotions websites:
Including the following John Mattera websites:
The John Mattera connection is interesting. You can learn more about this scam artist at this IHUB forum I created a few months ago.
Of the 166 domains on that one server at least 33% of them are directly linked to publicly traded companies or stock promotion companies - most of the publicly traded companies became major pump&dumps. The link is Equisolve Inc (controlled by Tom Runzo) is responsible for building all of the websites on that server. Equisolve Inc also recently got involved with PZOO (another ticker on our watch list). From the Equisolve business description:
Founded in 2006 and serving more than 200 clients, Equisolve is the leading provider of website and mobile solutions to public companies. Equisolve transforms the online presence of a public company into a powerful tool to attract and retain investors and drive sales. Our proprietary CMS platform uniquely combines the management of the corporate website, Investor Relations website, mobile investor relations applications, and social media, allowing Equisolve to cost-effectively manage, market and measure a successful online presence from IR effectiveness through sales. With 33 server locations in 13 countries, Equisolve's world-class infrastructure provides a fast, reliable and secure platform to meet the needs of any company. For more information visit www.equisolve.com
VGLD is an obviously just a continuation of the PGLC shell which has never realized a penny of revenues from any of its mining claims and subsidiaries, but has partaken in several past paid promotions.
VGLD has the same insiders as PGLC and has hired the same stock promoter (Adrian James) that was involved in the past PGLC shell promotions as well as many other paid promotions for other publicly traded shells.
VGLD insiders (Barry Honig and Oliver Lindsay) can be directly linked to BFGC and its insiders.
There are plenty of reasons to suspect that VGLD will be heavily promoted at some point in the future. For this reason I am adding VGLD to our watch list for future paid promotions.