03 Sep Viking Minerals Inc (VKMD) – research report
I had a goal to end the weekend with one more in-depth report on VKMD because recent market activity suggests that it may be setting up for some paid promotion action, but time is running short and so I'll unfortunately have to keep this one a little more brief than I originally intended.
The recent VKMD chart looks like it may be setting up for a future promotion. Research on the ticker suggests the same.
Viking Minerals Inc (VKMD) recently reset its share structure by conducting a 1:1000 reverse split. The reverse split cleared on August 20, 2012, and VKMD resumed trading on August 21, 2012 at $.05/share.
Prior to the reverse split, VKMD had 108,000,000 outstanding. Hardly an outstanding share count that could have caused the stock price to fall too low to make raising capital or acquisitions impossible. After the reverse split VKMD had 108,000 shares outstanding.
Why would VKMD do a 1:1000 reverse split with only 108,000,000 shares outstanding?
VKMD didn't go through a change in control or any kind of merger which are the most common reasons for a reverse split when the stock is not trading at close to worthless or no bid.
What happened just days after the reverse split probably explains best why VKMD would destroy all of its loyal shareholders that believed in the company and invested in the company prior to the reverse split.
This 8K filed on 8/29/12, 48 days after the event occurred explains best why the reverse split happened.
Effective on July 12, 2012, the Board of Directors of Viking Minerals Inc., a Nevada corporation (the "Company") authorized the settlement of debt in the amount of $19,950.00 (the "Debt"). The Debt was evidenced by that certain promissory note dated January 10, 2011, as amended, between the Company and Byron Hampton (Hampton") in the principal amount of $25,000.00 (the "Note"), which Note provides that in the event the payment of moneys loaned is not paid on demand, the moneys can be converted to shares of common stock of the Company at $0.001 per share. The Note evidenced those funds advanced and loaned by Hampton to the Company during fiscal year ended December 31, 2011 for financing and working capital purposes. On July 11, 2012, Hampton subsequently assigned a proportionate share of his right, title and interest in the Debt and the Note in the amounts and to the individuals as follows as evidenced by those certian assignments dated July 11, 2012 (collectively, the "Assignments"): (i) Pozor Investments Ltd. in the amount of $6,650.00; (ii) Tahir M. Baig in the amount of $6,650.00; and (iii) Kosmas Enterprises Corp. in the amount of $6,650.00; (collectively, the "Assignees"). On July 13, 2012, the Company received certain conversion notices dated July 13, 2012 from the Assignees (collectively, the "Conversion Notices") and desired to settle a portion of the Debt in the amount of $19,950.00 by conversion of the Debt into 19,950,000 shares of common stock of the Company at $0.001 per share.
19,950,000 free trading shares were issued for $19,950 of a $25,000 debt Note at $.001/share just days after the 1:1000 reverse split.
VKMD only had $25,000 in debt Notes on the books prior to the reverse split. No matter when the debt conversion took place the conversion ration would have been $.001/share.
Why wouldn't VKMD do the debt conversion first, let the Note holder dump all of his shares, and then do the 1:1000 reverse split?
The only answer to that question can be that VKMD went out of its way to make sure that the debt Note holder was able to profit as much as possible off of that debt Note with absolutely no regard for the retail shareholders who bought VKMD stock through the market.
VKMD is crushing their shareholders on both ends of the reverse split. VKMD wiped out its existing shareholders in an effort to reward its debt Note holder with as big of profits as possible, and now VKMD will be hurting its new shareholders while the debt Note holder dumps those 19,950,000 shares into the market.
Who authorized such a selfish hurtful act upon the VKMD shareholders?
According to that 8K it was the Board of Directors.
Why did the Board of Directors put Byron Hampton's interests ahead of that of their shareholders?
That's the big question. Since the Board of Directors consists of just 1 person who happens to be the CEO of VKMD, Charles Irizarry, that would be something for Mr Irizarry to answer.
Some brief history of VKMD
The sole officer/director of the shell at that time and owner of all 10,000,000 outstanding shares was David Harker. Upon going public David Harker sold 2,700,000 of this shares to some unnamed private shareholders.
VKMD went public using a cheap mining property on North Vancouver Island that they purchased from James Laird of Laird Explorations Inc for $20,000. If the name James Laird sounds familiar it is because James Laird showed up in recent research reports I did for Jasper Exploration Inc and La Paz Mining Corp.
La Paz Mining Corp is especially interesting since the CEO of La Paz Mining Corp, Charles Irizarry, is also the current CEO of Viking Minerals Inc (VKMD).
After David Harker took VKMD public he didn't do any filings with the SEC. 3 1/2 years went by before the next SEC filing which was this 10K on August 5, 2010. The 10K disclosed that Charles Irizarry now owned those 7,300,000 shares and was the new CEO of VKMD. The share count had remained unchanged at 10,000,000 over that 3 1/2 year stretch. The 10K only tells us that Charles Irizarry had only just recently took over control in 2010.
David Harker not only failed to do any SEC filings. He failed to do any filings with the Nevada SOS after 2007 and the entity actually got revoked in 2009. Charles Irizarry could have just legally hijacked the shell and didn't actually buy David Harker's shares.
For now it will just have to remain a mystery what happened to David Harker and how Charles Irizarry got Mr. Haker's shares since the VKMD filings do not disclose how much Chris Irizarry paid for those shares.
Charles Irizarry spent the next 2 months getting all the SEC filings up to date.
Then things start to get even more fishy
In May of 2010, right after taking over as the new CEO, Charles Irizarry issued 100,000 shares for consulting services, but no where in any of the filings are we told who got those 100,000 shares. All I know for sure is that they didn't go to Charles Irizarry because his share count remained at 7,300,00 throughout all of 2010.
On January 10, 2011, Charles Irizarry signed the agreement that would doom the VKMD shareholders. He agreed to pay Sundance Gold Ltd 20,000,000 shares some time before January 11, 2013 and to make a down payment of $25,000 to Sundance Gold Ltd all for the rights to earn 70% of all profits from Sundance's Dolly Varden claims only after VKMD spends $2,000,000 in mineral exploration work first. The first $500,000 had to be spent before June 10, 2011 or the agreement would be voided.
VKMD didn't have $2,000,000 or $500,000 or even the $25,000 down payment, so they borrowed the $25,000 from Byron Hampton. Byron Hampton let VKMD borrow the $25,000 with the agreement that he would be able to convert that $25,000 into VKMD common shares at $.001/share.
Not surprisingly, VKMD didn't spend a penny exploring the properties and lost the properties in January of 2012 after one 6 month extension. The $25,000 was written off as a loss, but I have a feeling that VKMD never expected the agreement to amount to anything real. The agreement was done just to issue a $25,000 debt Note to Byron Hampton. Why else would they sign such a ridiculous agreement when they had no cash and why else would they give Byron Hampton a conversion ratio of $.001/share when the stock was trading at around $.075/share?
On January 18, 2011, Charles Irizarry filed to raise the authorized share count to 400,000,000 and and effect a 35:1 forward split.
That brought the outstanding share count to 353,500,000 shares.
Charles Irizarry owned 255,500,000 shares
Our unnamed consultant owned 3,500,000 shares
Our unnamed seed shareholders and retail investors now owned 94,500,000 shares
Charles Irizarry almost immediately cancelled 245,500,000 shares bringing his total back down to 10,000,000. That means the forward split was for one reason only. To multiple other people's shares by 35.
At this point I suspect that our unnamed consultant was probably Byron Hampton. He probably got those shares for finding Sundance Gold Ltd and putting together that agreement.
The sad part is that despite the Sundance Gold Ltd agreement being a complete bust, Charles Irizarry used it as a way to justify hiring himself to continue to act as the company's sole officer/director.
All of the dumping supported by only some second rate message board pumpers caused the VKMD share price to fall to under $.005/share even with only 108,000,000 shares outstanding.
On July 5, 2012, VKMD filed to do a 1:1000 reverse split. The reverse split appears to have only been done to help Byron Hampton to maximize his profits on his 19,950,000 shares he received at $.001/share immediately after the reverse split. Byron Hampton is still due another 5,050,000 shares.
To support the eventual dumping of those 19,950,000 shares, VKMD came up with another mining agreement they will never be able to fulfill. On July 10, 2012, VKMD signed an agreement with Global Multi-Mining Diversified Group Limited (GMM). GMM is involved in a JV with Corizona Mining Partners LLC and they will form an LLC in PERU called Corporacion Minera Mario S.A. GMM will have 60% equity in the company and Corizona will have the other 40% equity. VKMD will get GMM's 60% equity by issuing to GMM 131,000,000 restricted shares of VKMD stock and by paying $500,000 in exploration costs. Once again, VKMD has no cash and will not be able to make the $500,000 payment.
The Viking Minerals Inc website is currently under construction.
The current share structure
151,058,181 shares outstanding
Charles Irizarry owns 10,000 shares
Byron Hampton owns 19,950,000 shares
Global Multi-Mining Diversified (Peter Pontikos) now owns 131,000,000 shares
Retail shareholders now own 98,181 shares
19,950,000 free trading shares are plenty of reason to run a paid promotion. At the current trading price of $.08/share those shares are worth $1,596,000 and they only cost Byron Hampton $19,950.
According to the filings, Byron Hampton gave away portions of the Note to some foreign entities.
$6,650 went to Pozor Investments Ltd
$6,650 went to Tahir M. Baig
$6,650 went to Kosmas Enterprises Corp
The other $5,050 remained unassigned.
Splitting the Note into chunks of $6,650 to become 6,6560,000 shares each was probably done to keep the total ownership of each anonymous entity at under 5% ownership so that each of the 3 anonymous entities could dump those shares freely without having to report their ownership.
Now if you think that Byron Hampton would just give away $1,596,000 worth of stock for nothing you are crazy. Maybe whoever will eventually help run a promotion on VKMD ended up with some of those shares?
On August 16, 2012, several weeks after already issuing 150,950,181 new shares, VKMD lied in a 10Q filing. VKMD said in their 10Q filing that there were only 108,000 shares outstanding on August 14, 2012
That was a flat out lie since we already know from post-dated 8Ks that VKMD actually gave Byron Hampton and/or 3 anonymous business entities 19,950,00 free trading shares and GMM 131,000,000 restricted shares.
Only reason to lie would be to manipulate the share price to help Byron Hampton and/or 3 anonymous business entities dump shares at higher prices.
The 10Q lie worked because VKMD was able to get the share price up to $2.00/share at one point before finally disclosing on August 29, 2012 that 19,950,000 free trading shares had been issued at $.001/share way back on July 10th.
Who is Bryon Hampton?
Byron Hampton is from British Columbia, Canada.
In January of 2004, Byron Hampton signed a consulting agreement with Savoy Resources Corp.
A few months later Byron Hampton was in the middle of a legal battle with Savoy Resources Corp. He and others accused Savoy of wrongfully canceling shares they legally owned. In a counter claim Savoy Resources accused Byron Hampton and others of short swing profits from purchases and sales of common stock of Savoy in violation of Section 16(b) of the Securities Exchange Act of 1934. The two sides came to a settlement agreement. Savoy was allowed to cancel a huge chunk of shares (8,050,000) owned by Byron Hampton and others and hold another 4,000,000 in escrow to be released to Byron Hampton and the others in small chunks a little at a time over the next 2 years.
In December of 2004, nine plaintiffs filed a civil action, Case Number 04CV4894, styled Byron Hampton, Floyd Wandler, Ryan Wandler, Louis Gheyle, Dimka Boussy, 676538 B.C. Ltd., Donna Koop, Cathy Tough and Platinum Resource Holding, Inc., Plaintiffs, versus Savoy Resources Corp., Robert Slavik, Weiguo Lang, Patricia Cudd, Zhengli (sic) (Charles) Ge, Daniel S. McKinney and PacWest Transfer, LLC, Defendants, in the District Court of El Paso County, Colorado, against seven defendants, including Savoy, the Company's President/Chief Executive Officer and Board of Directors, its transfer agent and its legal counsel. The plaintiffs claimed that the defendants wrongfully cancelled and otherwise dispossessed them of a total of 17,867,250 shares of common stock of Savoy owned collectively by them. Defendant Savoy denied the allegations and filed a counterclaim against Mr. Floyd Wandler alleging that he breached his fiduciary duty to Savoy. In January of 2005, the Court granted a temporary restraining order enjoining the defendants from taking any action whatsoever with respect to the shares and any benefits obtained from them and ordering the defendants to immediately provide a full accounting of any sales or other dispositions of the Shares and any benefits received from them. On May 13, 2005, Savoy and the other defendants, except Mr. Slavik, entered into a Settlement Agreement and Mutual Release with the plaintiffs providing for dismissal with prejudice by the plaintiffs of their pending claims and counterclaims against the defendants, except Mr. Slavik, and the defendants' dismissal with prejudice of their pending claims and counterclaims against the plaintiffs in the Civil Action and against two of the plaintiffs and two other individuals, as the defendants, in the civil action number 04-cv-00290-EWN-CBS styled Savoy Resources Corp., a Colorado corporation, Plaintiff, versus Floyd Wandler, Byron Hampton, Michael Gheyle and Robert Welch, Defendants, filed in the United States District Court for the District of Colorado. Savoy filed this case in February of 2005 against the defendants seeking their disgorgement of short swing profits from purchases and sales of common stock of Savoy in violation of Section 16(b) of the Securities Exchange Act of 1934. As part of the settlement, the plaintiffs agreed to cancellation and return to treasury of 8,055,000 shares of common stock subject to the Civil Action. The balance of 4,000,000 shares will be impounded in escrow and released to the plaintiffs at the rate of 50,000 shares per week on the first day of each week commencing September 1, 2005, through the last week of April 2007.
Byron Hampton was also involved in Douglas Lake Minerals (DLKM) now known as Handeni Gold Inc (HNDI). In this open letter, Bob Moriarty accuses Byron Hampton of fraud. The following are some tidbits from that letter
More about the DLKM scam here.
I'm sure if I had time to keep digging I could find a lot more dirt on the VKMD insiders. I may even revisit this post and add to it later. VKMD is scammy that is for sure. VKMD ran some very crappy promos in the past while insiders dumped so I wouldn't get too excited about the prospects of a high paid promotion coming on VKMD, but it is possible, especially with Byron Hampton's history. There is one key link in this one to a past TBX promotion. A shareholder of AGRT named Ron Hrynyk (Green Tree Capital Management/Prophet Fund) has a corporate address at the same address as PVTA. Prophet fund is in HNDI (Byron Hampton linked company). So the link between HNDI and VKMD stands for itself. Hence the link to TBX. Throw in the fact that the VLMD CEO, Charles Irazarry, is from Canada (very common trend with all TBX promotions) and that is why we are keeping an eye on VKMD as possibly the next TBX pick. Lots of money stands to be made by Byron Hampton and/or whoever he assigned portions of the debt Note to hiding behind anonymous foreign entities.