07 Feb Wild Craze Inc (WILD) – research report
Today Wild Craze Inc (WILD) put out an after hours press release that is sure to draw some attention to this very quiet ticker (up until now) with a very pre-promo type of set up.
The press release introduces investors to what WILD is all about.
Wild Craze, Inc. is an innovative consumer brands company focused on strategic acquisitions of existing products or companies that have a proof of concept and currently have revenues in the market. The Company’s initial target acquisitions will be of small privately held companies which have established brands as well as new ready to market brands that have already incurred R&D and product development and testing costs, thereby reducing both the expense and time required to bring product to market. The Company focuses on identifying existing companies that have demonstrated early success, but lack necessary management expertise, distribution network, or critical mass sufficient to successfully reach the next growth phase.
In basic terms, Wild Craze Inc (WILD) is a holding company that acquires other companies with already active business operations to build the Wild Craze Inc portfolio. Here is a link to the WILD website.
The press release goes on to introduce investors to the first wholly owned company that now makes up the Wild Craze Inc portfolio, SnapTagz.
SnapTagz are basically decorative buttons that can attach to most articles of clothing with no pins and no clips. The design is patent protected. See the SnapTagz website here. Also visit their facebook page and twitter page for more information.
I find it interesting that at the bottom of the SnapTagz website just below the patent information there is a disclaimer that says that images are for sample purposes only. SnapTagz makes no claim to any rights of trademarked or copyrighted materials herein.
I also find it interesting that there is no information about how to purchase the product on the SnapTagz website. The closest we get is a page that instructs you to "Click Here to Learn More" about making customer orders for SnapTagz to use for special events. When you click on the link you get an error message.
Maybe SnapTagz is just in it infant stages and the company is just on the edge of being fully functioning and in full production? The website was only just registered on February 3, 2012 by Steven Spiegel and until just December the website wasn't publicly available.
The SnapTagz website shares a server with its parent company, Wild Craze Inc.
The winner of the Super Bowl tickets didn't find out until the same day as the Super Bowl? (probably too late to get there).
So we know all about the WILD business operations, but that is only a small percentage of what is important when it comes to deciding when and if to buy a penny stock. We need to learn about the history of WILD so what know what to expect moving forward.
The WILD shell actually has a pretty lengthy history. The shell first went public in May of 2007 as Wired Associates Solutions Inc.
The shell had 3 officers and 25 seedshareholders:
Scott Delbeck (29) - 500,000 shares
Roy Brown (62) - 500,000 shares
Ian Garrett (37) - 0 shares
25 friends/family of the officers listed below - 700,000 shares
Wireless Associates Solutions Inc was first established in 2003, but hadn't had any revenues since 2004.
After going public, in 2006, an additional 150,000 shares were sold to the CEO Scott Delbeck for $15,000 ($.10/share).
In January of 2008, another 100,000 shares were sold in a private placement for $20,000 ($.20/share).
Wireless Associates Solutions Inc remained a shell with no active business operations then on September 12, 2008, the entire original management team resigned and Jacqueline Winwood took over as the sole officer/director, but Scott Delbeck and Roy Brown kept their shares and thus control of the shell.
Change in Control / New Business Operations
Another 3 years passed with no business operations, no trading, and no changes in the share count then on November 1, 2011, the shell entered into a stock purchase agreement with Park Investment Holdings Inc (an entity controlled by Steven Spiegel).
Steven Spiegel purchased the 1,150,000 shares owned by Scott Delbeck and Roy Brown for an undisclosed amount of cash.
Justin Jarman (28) became the new CEO and director. Prior to joining Wireless Associates Solutions Inc, Justin Jarman has been a technology based software and gaming company called Action Ventures LLC which he co-founded in 2010. Prior to that Justin Jarman was involved with financing companies and hedge funds.
Steven Spiegel (30) became a director. Since 2001 he has been involved in financing companies and hedge funds. Besides his involvement in the WILD shell, Steven Spiegel is also a debt holder in Brainy Brands Company Inc (TBBC).
Prior to purchasing control of the Wireless Associates Solutions Inc shell, Steven Spiegel had incorporated a business entity in Delaware called SnapTagz LLC on May 5, 2011. SnapTagz LLC had two patents for a snap designed clothing attaching system (one for a Pinless clothing attachable image holder and one for Snap-in adapter system).
On December 22, 2011, Wireless Associates Solutions Inc entered into a share purchase/acquisition agreement with Park Investments Holdings Inc and SnapTagz LLC. In exchange for 59,520 shares of Wireless Associates Solutions Inc shares, Wireless acquired control of SnapTagz LLC. At the time of the acquisition, SnapTagz LLC had 456 units (or shares) issued. Steven Spiegel owned 450 of those units, Tibor Rosenberg owned 3 of the units, and David Abraham owned 3 of the units.
The attorney helping to draft the agreement was Lucosky Brookman LLP.
According to the financial statements included with the agreement, SnapTagz LLC came with $38,475 in cash, $15,000 in prepaid expenses, $57,625 in liabilities, and no history of any revenues.
The Name/Symbol Change and Forward Split
In January of 2012, a proposal was made by the majority shareholder, Steven Spiegel (1,208,695 shares) to effect a 13:1 forward split and to change the name of the entity to Wild Craze Inc.
The authorized common share count would be raised to 450,000,000 shares. 50,000,000 preferred shares would be authorized . The new outstanding share count would become 26,123,760 shares.
Just like with the early stages of the shell, it took a while before the proposed changes were approved the FINRA, but finally in May of 2012 the forward split and name/symbol change were approved.
The shell became Wild Craze Inc (WILD).
While awaiting approval from FINRA, a couple of significant events took place.
On January 23, 2012, WILD entered into a $102,259.39 convertible Promissory Note with Omega Global Enterprises LLC. We are not told the terms of the Note, but in subsequent WILD filings we find out that Steven Spiegel is the control person of Omega Global Enterprises LLC. Steven Spiegel apparently controls every company that deals with the WILD shell.
On February 17, 2012, WILD entered into a definitive product license and distribution agreement with Crescent Moon Holdings, LLC., a South Carolina limited liability company controlled by Peter Gasca that focuses on toy development and distribution. Crescent Moon Holdings LLC will help WILD market, sell and distribute its product (SnapTagz) over a period of one year for $10,000 and a 6% commission on all products sold.
The New Share Count
Following the 13:1 forward split the new share count looks as follows:
Authorized Commons - 450,000,000 shares
Authorized Preferreds - 50,000,000 shares
Outstanding Commons - 26,123,760 shares
Outstanding Preferreds - 0 shares
Float - 10,410,725 shares
Steven Spiegel - 15,713,035 shares (restricted)
Seed Shareholders - 9,100,000 shares (free trading)
Private placement shareholder - 1,300,000 shares (free trading)
Other original SnapTagz shareholders - 10,725 shares (free trading)
WILD doesn't have a huge float with just 10,410,725 free trading shares (at most), but those original seed shareholders have been holding their shares since June of 2003 (almost 10 years). Some of them may be anxious to finally get to sell. Since they got their shares for just $.0038/share they stand to make a lot of profit from the selling of their shares.
As of the last 10Q there has been absolutely no sales made by SnapTagz. You'd have to expect that a some point there will be. I have to wonder about the whole Vernon Davis Super Bowl ticket offer. Were tickets really given to anybody? Why did they wait until it was probably too late to announce the winner? That sure would have made a nice photo opp with both Vernon Davis and the winner wearing a Vernon Davis SnapTag at the Super Bowl. Vernon Davis is a nice selling point and so far we've seen no disclosure about what Vernon Davis was offered to do that video.
Steven Spiegel strikes me as the type that would be very supportive of some pumper-style market awareness. The other shell Spiegel got involved with, Brainy Brands (TBBC), got pumped by some lower level promoters and abused by the insiders of that shell. I'm not sure what type of promotion will be used on WILD, but I expect at some point we'll see some kind of market awareness (pumper-style) for the shell. To date only 2,900 shares of WILD have traded ever, but I think we'll see that number rise quite a bit in the near future.