26 Jan Vanell Corp (VANL) – stock research report – now Train Travel Holdings Inc (TTHX)
Vanell Corp (VANL) is a ticker we have been watching for several months because of its very basic potentially future pump&dump type of set-up when it went public back in the summer of 2013. Since the start of the new year, VANL has started to get more active trading almost daily moving from $5.00/share to $5.50/share.
On Friday, January 23, 2014, VANL took an important step forward by filing an 8K for a change of control. Train Travel Holdings Inc which is controlled by Neil Swartz acquired 3,000,000 shares from the former ceo of VANL, Francisco Douglas Magana, for $150,000 giving Train Travel Holdings majority control (77%) of the VANL shell.
Before getting into what this may mean for the future of VANL, let's take a look back at the history of the VANL shell.
The Set-up / Going Public
Vanell Corp was set up as a Nevada business entity on September 7, 2012 with Francisco Douglas Magana of El Salavador as its sole officer/director. Mr. Magana had graduated from the University of El Salvador in 2004 and had been working for various coffee plantations in El Salvador ever since.
On paper, Vanell Corp was set-up with a plan to provide consulting services in commercial cultivation and processing of coffee in El Salvador, but in reality, Vanell Corp was set-up to take public using a foreign nominee officer with no real intention of putting forth any kind of honest effort to develop into a legitimate business. Vanell Corp was just another shell scheme using a fake forward looking plan to get the SEC to approve it for public trading status while strategically getting all of the free trading stock created by the S-1 offering into the hands of some anonymous individuals that will get to sell those shares for huge profits in the future after the shell is passed off to new ownership.
Prior to filing an S-1 on January 30, 2013 to take Vanell Corp public, 3,000,000 shares were issued to its founder (on paper) Francisco Douglas Magana. Another 880,000 shares were issued for between $02/share and $.03/share to 26 hand picked nominee seed shareholders from El Salvador to hold the shares in name only.
To help get the SEC's approval for the S-1 filing, Vanell Corp provided a forward looking consulting agreement with a company from El Salvador named Finca La Esmeralda (Emilio George Diaz Lopez). Vanell Corp would offer consulting services for $85.00/hour (not to exceed $2,500/month) to Finca La Esmeralda (allegedly a company specializing in cultivation of coffee). I could find no Finca La Esmeralda in El Salvador. There is a company named Emilio Finca La Esmeralda from Colombia that is basically a resort that is located near the world famous National Coffee Park of Quindio. It took very little effort to quickly realize that the Finca La Esmeralda from the Vanell Corp filings is absolutely not the same Finca La Esmeralda from Colombia. Vanell Corp would end up receiving $2,400 from the consulting agreement with Finca La Esmeralda prior to filing to go public.
Helping with the S-1 filing was attorney Thomas E Stepp Jr. of Stepp Law Corporation. Some past promoted tickers that used Stepp include LUXE/SUNB, MAXE, SLIO, BMIX, and PUNL.
After several amendments, the SEC approved the Vanell Corp S-1 filing on July 5, 2013. Vanell Corp was given the trading symbol VANL.
After Going Public
VANL continued to receive small monthly payments from Finca La Esmeralda and by September 30, 2013, VANL had earned a total of $8,870 total.
The tiny revenues were not enough to help VANL make any progress with its forward looking business plan. No website was ever developed. No new clients were ever found (or probably even sought out).
It was time to put the next phase of the insider enrichment scheme into action.
Change of Control
On January 3, 2014, Francisco Douglas Magana signed an agreement to sell his 3,000,000 shares to a Florida business entity called Train Travel Holdings Inc for $150,000.
Train Travel Holdings Inc was set-up as a Florida business entity by Neil Swartz, Tim Hart, and Laurence Coe on December 6, 2013. The stock purchase agreement would officially end up being executed on January 23, 2013.
As a result of the stock purchase agreement, Train Travel Holdings Inc has now become a wholly owned subsidiary of VANL. Francisco Douglas Magana resigned from all of his positions. Neil Swartz became the new CEO/director of VANL and Kevin Hart has become the new CFO/secretary/director of VANL.
Future business operations
According to the 8K for the share exchange agreement, Train Travel Holdings Inc
"is an established entertainment railroad company with nearly 30 years of successful operating experience and over 3,000,000 loyal fans. The company currently owns and operates 3 locomotives and multiple theme cars, as well as sleeper units for overnight guests"
and Train Travel Holdings Inc
"seeks to provide a destination package on a real moving train that creates a memorable dining and entertainment experience".
Since Train Travel Holdings Inc was only just created as a business entity on December 6, 2013, that information cannot possibly be true. It is obvious that they are actually talking about a company named Train Travel Inc.
Train Travel Inc is a little bit hard to sort out but it appears to work something like this:
Train Travel Inc is a Michigan based company originally founded as Trains Unlimited LLC by Laurence Coe in 1984. For several years, Train Travel Inc was making money offering various services for another company owned by Laurence Coe called Coe Rail, Inc. Coe Rail Inc has a dinner train car operation. The first dinner car train operating under Train Travel Inc was the Star Clipper Dinner Train located in Iowa and later renamed the Iowa Clipper Dinner Train. The Iowa Clipper Dinner Train began operating in 1984. Over the past 30 years the Train Travel Inc dinner train family has expanded to include the Rhode Island Star Clipper Train and the Michigan Star Clipper Dinner train.
In 2006, Train Travel Inc was purchased by B. Allen Brown II the founder of Railmark Holdings Inc and began operating as a subsidiary of Railmark Holdings Inc. Despite the sale, Laurence Coe remained on board as the Chairman of Train Travel Inc. The Railmark Holdings Inc website can be found here.
On December 7, 2013, Train Travel Inc added a 4th train to its fleet, the Columbia Star Dinner Train (the agreement was first signed on November 2, 2013). The sale did not come without some controversy. The Columbia Star Dinner website can be found here.
The acquisition of the Columbia Start Dinner Train wasn't the only big event for Train Travel Inc in December of 2013. On December 11, 2013, an agreement was signed to sell Train Travel Inc to TBG Holdings Corp. TBG Holdings Corp is a financial consulting company that works with private and public companies. The CEO of TBG Holdings Corp is Neil Swartz. TBG Holdings Corp previously had acquired two other railway companies that now both publicly trade - Continental Rail Corp (CRCX) and Monkey Rock Group, Inc. (MKRO). The TBG Holdings Corp website can be found here.
CRCX was formerly known as IGSM Group Inc. It is a no information pink sheet company. The CEO of IGSM Group Inc was Hamon Francis Fytton who just so happens to be the paid Investors Relations individual for TBG Holdings Corp. CRCX has a pretty scammy past which includes several reverse splits and has offered no public disclosure via OTC filings since 2012. The CRCX website can be found here.
MKRO is another no information pink sheet company. The CEO of MKRO is Neil Swartz. The CFO is Tim Hart. MKRO also has a reverse split history and has done no public filings since 2012. MKRO does not have its own website.
The Train Travel Inc website can be found here. traintravelinc.com forwards to that link.
The Train Travel Inc twitter page points us to another domain, rail-road.com, but since the twitter page hasn't been used since 2009 I think it is safe to assume that there are no future plans for the rail-road.com website.
More information related to Train Travel Inc
I found some old references to Train Travel Inc that give us a little bit more insight into the company.
An old Railroad Retirement Board document tells us that Train Travel Inc had revenues of $1,224,318 in 2003.
SEC litigation related to Greenstone Holdings Inc (see pages 30 and 31) tells us that in 2008 Greenstone Holdings Inc put out press releases that included the name of Travel Train Inc. Greenstone Holdings Inc claimed that it had received an order from Travel Train Inc for "Permeate HS200 anti-corrosion paint and also MagneLine polymer cement mortar to restore three historic 1917 rail cars to protect them from weathering and maintaining the original look for years afterwards." According to the SEC, Train Travel had not placed a bona fide order, and Miwa did not actually expect to ship either product. The SEC said that due to a lack of financing, neither Train Travel nor Greenstone could have purchased sufficient amounts of either product to "restore three rail cars". A copy of the misleading press release can be found here.
It looks like VANL is already planning a private placement to raise cash.
Neil Swartz is also a major shareholder in Alternative Fuels Americas Inc (AFAI) which recently entered the marijuana industry. Swartz set up Alternative Fuels Americas Inc as a Florida business entity in 2010 to merge it into the Netspace International Holdings Inc (NSIH) making Alternative Fuels America Inc a publicly traded company. The merger came with a reverse split and a symbol change from NSIH to AFAI. Neil Swartz was also a major shareholder for the shell way back in 1999 when it was known as Sterling Partners Inc and an officer in the shell way back in 2001 when it was known as gourmetmarket.com Inc.
What to expect next
As of now VANL still has a tiny float of 880,000 shares so it might see the price continue so slowly climb on light volume.
At some point an announcement will probably be made via a press release and 8K officially disclosing the acquisition of Train Travel Inc and its four dinner trains. The acquisition will probably include some kind of share exchange and a private placement.
We may see a name/symbol change for VANL to reflect the new business operations. The name/symbol change may come with a forward split. If VANL gets a forward split it immediately becomes a strong candidate for a future paid promotion. If VANL doesn't get a forward split it could offer some interesting price action with the tiny float.