19 Apr Americas Diamond Corp (ADMC) – updated research report – now MidWest Oil & Gas Inc (MWOG)
Americas Diamond Corp (ADMC) has hit an all-time low of $.35/share. We have been watching ADMC for a future paid promotion since early October of 2012. So is ADMC finally any closer to a paid promotion? To figure that out let's first review our past research found here from October 9, 2012 and then get caught up on everything else that has happened since then.
Naturally after being involved in 3 paid promotions (PWEI by Victory Mark and VLNX/CDOI both by AwesomePennyStocks), we decided to see what the next Andrew Coldicutt pump&dump shell might be and we think we found it - Impact Explorations Inc (IXPL).
The set up of the IXPL shell
The Impact Explorations Inc shell was incorporated in Nevada on January 6, 2010 by Jenny Lorna Brown of the UK.
Jenny Brown is obviously just a nominee officer hired to hold a public position for the people that really control the IXPL shell in the background. She was just 24 years old with absolutely no past experience that qualifies her to be a CEO of a public shell let alone a shell with a business description of mineral exploration. According the filings, Jenny Brown only dedicates 2 -4 hours per week to the IXPL shell.
The attorney used to draft the legal opinion to take the shell public was none other than Andrew Coldicutt (PWEI, VLNX, CDOI, BLEW, MFON). In the IXPL filings, Andrew uses his full name, Andrew T. E. Coldicutt. Andrew Coldicutt spent 2 years working at the Carillo Huettel law firm but now runs the Law Offices of Andrew Coldicutt.
I can't help but to wonder if the initials T.E. were given to Andrew because of the names of his parents Thomas Coldicutt and Elizabeth Coldicutt who showed up in SEC litigation recently because of the way they secretly controlled pump&dump penny stock shells using nominee officers coined as a "shell factory" scheme. See the SEC news release and SEC litigation release for more information.
Like father and mother like son? (exhibit - PWEI, VLNX, CDOI, and maybe some day IXPL)
The last time Andrew used his full name was as an officer for Visual Frontier Inc back in 2001 - 2002. The Visual Frontier Inc shell would end up getting suspended by the SEC - litigation release found here. On May 30, 2012, Visual Frontier Inc got revoked.
The address that Andrew used for the legal work with the IXPL shell - 3113 Goldsmith Street, San Diego, CA 92106 - was the same exact address that his "shell factory" dad, Thomas Coldicutt used for his company, Fulford Partners Ltd.
The address wasn't the only thing that Andrew was sharing with his parents. Andrew also used the same dirty geologist that his parents liked to use, James McLeod, as the geologist for IXPL and for another shell Andrew took public called Ares Ventures Corp now known as MFON). Here is a great article by David Baines exposing McLeod as a fraud hired to help facilitate these illegal pump&dump shells.
It is no surprise that James McLeod also showed up in SEC litigation for his role in the Coldicutt "shell factory" scam. The following is a great quote from the SEC:
Like Sookochoff, McLeod was regularly engaged to provide geologic reports concerning the Coldicutt Companies’ mining claims. Of the 47 issuers for whom McLeod has been listed as a geologist in Commission filings, including the Coldicutt Companies, none has operated a successful mining venture.
James W. McLeod has been associated with so many failed exploration ventures that the SEC now directs companies to list him as a "risk factor"
If there wasn't already enough red flags by Impact Explorations Inc using Andrew Coldicutt, James McLeod, and an obvious nominee officer, the Impact Explorations Inc entity also used a virtual office service in the UK at 78 York Street London W1H 1DP England.
The S-1 for IXPL was filed on March 9, 2010 (just 2 months after being incorporated as a business entity).
Our nominee CEO, Jenny Brown, was given all 3,000,000 outstanding shares for a cost of $15,000 ($.005/share).
James McLeod provided the relatively worthless mining property for the shell (a common trend for him).
The S-1 was made effective on May 13, 2010.
On September 14, 2010, 3,000,000 shares were sold to 26 anonymous seed shareholders at a cost of $.015/share for total proceeds of $45,000.
$10,000 of that $45,000 went to James McLeod to pay for his work evaluating the mining property.
Change of Control
No real progress was ever made with the mining properties and by August of 2012 all the cash was nearly gone.
On September 14, 2012, nominee officer, Jenny Brown, who devoted 2 - 4 hours a week towards the IXPL business operations over the previous 2 1/2 years resigned. Daniel Martinez became the new sole officer/director of the IXPL shell.
Daniel Martinez was also from the UK where he was working as a tax consultant.
This isn't the first public entity that Daniel Martinez has been involved with. He is listed as an original officer/shareholder of Energizer Tennis Inc which is still attempting to get its S-1 filing approved by the SEC.
On September 21, 2012, Daniel Martinez took control of Cindisue Mining Corp (CDMC) for $10,000. CDMC uses a San Diego based attorney (like Carrillo Huettel and Andrew Coldicutt) named Robert C Weaver Jr. and the Coldicutt favorite geologist, James McLeod. Is CDMC another Coldicutt shell?
On October 4, 2012, Daniel Martinez filed an 8K with his plans for the IXPL shell (a name/symbol change and a 5:1 forward split).
On October 1, 2012, Daniel Martinez incorporated an entity in Nevada called Americas Diamond Corp
On October 8, 2012 that Nevada entity was merged into the Impact Exploration Inc shell and the name of Impact Exploration Inc was changed to Americas Diamond Corp.
The 5:1 forward split (which is still awaiting approval from FINRA) will bring the outstanding share count to
375,000,000 authorized shares
30,000,000 outstanding shares
15,000,000 free trading shares owned by seed shareholders
A new domain (americasdiamondcorp.com) was already registered on July 11, 2012 by John Vollands of the UK possibly for Americas Diamond Corp. The domain is still under construction.
There is no doubt that Americas Diamond Corp is set up for a future paid promotion. The forward split and symbol change will probably go through first. After that there is no telling how long the unnamed insiders hiding in the background will wait before they initiate the pump&dump phase.
We decided to add Americas Diamond Corp (IXPL) to our watch list for a future paid promotion.
What has Happened Since October 9, 2012
Fun Fact Provided by one of our members about the original CEO of ADMC, Jenny Brown
Jenny Brown, incorporator and original CEO of ADMC is a partner of Alexander Craven who was the director/president/CEO of FXPT just before it was promoted in 2007. FXPT was a very successful promotion by paid media ads in magazines like Forbes. To see how Jenny and Alex spent their earnings from the FXPT promotion, search on Daily Mail Jenny Brown Masterpiece. Unfortunately the article is no longer active, but an archived version can be found here.
More Research was done on Daniel Martinez
On January 24, 2013, I did some research on another Andrew Coldicutt ticker called Cindisue Mining Corp (CDMC) which was mentioned in our original ADMC research above. While researching CDMC I learned a lot more about Daniel Martinez and his connections to the Coldicutt family. The following is from that CDMC research report linked here:
On March 5, 2012, a new officer was appointed to the CDMC shell. Daniel Martinez (aka Daniel Martinez-Atkinson) of the UK was appointed as the new CFO, treasurer, secretary, and director.
Turns out that Daniel Martinez-Atkinson is just another friend/business associate of the Coldicutt family. Daniel Martinez-Atkinson is the CEO of another Andrew Coldicutt shell called America's Diamond Corp (ADMC) and is the CFO of another Coldicutt shell called Liberty Energy Corp (LBYE).
LBYE had much of the Coldicutt gang involved including James McLeod, George Stewart, and the newest ADMC officer/director, Thomas L. Crom III.
Other common links between ADMC and LBYE are MacDonald Tuskey Law Firm and Asia-Pacific Capital Ltd (an anonymous financier). LBYE has already had its big paid promotion getting pumped by Capital Financial Media (CFM) in 2011.
Another shell linked to Daniel Martinez-Atkinson is Energizer Tennis Inc which is still awaiting its trading symbol.
On September 14, 2012, Daniel Martinez-Atkinson purchased control of the CDMC shell by acquiring all 6,000,000 of Donovan L. Cooper's shares for $10,000. Donovan Cooper resigned, and Daniel Martinez-Atkinson is now the sole officer/director of the CDMC shell.
Forward Split and Name/Symbol Change clears
The 5:1 forward split and name/symbol change to America Diamond Corp (ADMC) cleared. That brought the new share count to:
375,000,000 authorized shares
30,000,000 outstanding shares
15,000,000 restricted shares owned by Daniel Martinez
15,000,000 free trading shares owned by seed shareholders
On January 4, 2013, ADMC sold 300,000 shares in a private placement for $.50/share raising $150,000.
Thomas Crom III hired by ADMC
On January 23, 2013, ADMC hired Thomas L Crom III to be the new secretary, treasurer, CFO, and director.
Thomas L Crom received 25,000 shares upfront and will received $6,000/month and 30,000 shares per month as part of his employment contract.
Thomas L Crom III is another Coldicutt family regular. He was part of Liberty Energy Corp (LBYE) which was another Coldicutt ticker.
Other tickers linked to Thomas L Crom III are Ecoemissions Solutions (ECMZ) and Timebeat.com Enterprises Inc which no longer trades.
Common Coldicutt foreign financier brought in
On January 23, 2013, the same day that ADMC hired Thomas L Crom III, ADMC also signed an agreement with an anonymous foreign financier call Asia Pacific Capital Ltd. Asia Pacific Capital Ltd was also used in another Coldicutt shell - LBYE.
LBYI announced their toxic financing agreement with Asia-Pacific Capital Ltd in February of 2011 and started their paid promotion using Capital Financial Media (CFM) the same day.
Asia Pacific Capital Ltd has agreed to provide up to $2,500,000 in financing for ADMC as needed over the next 3 years. As repayment for their financing they will receive ADMC stock at a discount to the market price. The attorney helping to draft the toxic financing agreement was William MacDonald of MacDonald Tuskey LLP from out of Vancouver.
Like Daniel Martinez and Thomas L Crom III and Asia Pacific Capital Ltd and the Coldicutt family, MacDonald Tuskey was also a part of LBYE.
ADMC acquires an Asset
At this point ADMC was still missing a key component for any paid promotion, something to tout as an asset.
On February 25, 2013, ADMC did a share exchange agreement with SUDAM Diamonds Ltd. In exchange for all of the outstanding stock of SUDAM Diamonds Ltd, ADMC issued 1,221,695 shares to SUDAM. The president of SUDAM Diamonds Ltd is Daniel Martinez-Atkinson. Yes, the same Daniel Martinez that is the CEO of ADMC making this just an arms length agreement. SUDAM Diamonds Ltd was incorporated in the UK on March 16, 2012 by Daniel Martinez. The original name of the entity was CDMC Diamonds UK Ltd but on January 16, 2013 the name was changed to SUDAM Diamonds Ltd. Apparently Daniel Martinez originally had plans to use the entity with his other ticker, Cindisue Mining Corp (CDMC), but later changed his mind and decided to use it with ADMC instead. More information here or click the following image to enlarge.
250,000 of those 1,221,695 shares issued to SUDAM Diamonds Ltd will go to Kansai Mining Corporation (a British Columbia entity) for the transfer of an agreement that SUDAM Diamonds Ltd has with Kansai Mining Corporation to acquire a 3-stage diamond recovery plant and related equipment all located in Venezuela as well as 100% interest in Compania Minera Adamantine CA, a Venezuelan company that allegedly owns two diamond mining claims in Venezuela. The president of Kansai Mining Corporation is Bruce T. Walsham (aka B.T. Walsham) of the UK. The CFO of Kansai Mining Corporation is Thomas L Crom III. See this Form D filing from Kansai Mining Corp here. Kansai Mining Corp used to trade on the TBX before getting delisted. The Kansai Mining Corp website is no longer active. So the agreement between Kansai Ming Corp and ADMC is yet another arms length agreement. This group is basically recycling some old assets from another public company that has run its course. Starting all over again with ADMC. Arms length agreements amount to insiders making deals with themselves to give themselves shares and money at the expense of the retail shareholders. In this case it is also to give ADMC something to tout when their future paid promotion starts.
Turns out that Kansai Mining Corp had been putting out press releases about their ownership of Compania Minera Adamantine CA since at least 2008 - see this press release - yet all evidence points to those properties never amounting to any production over the last 5 years. Archived versions of the Kansai Mining Corp website from wayback machine show that both Bruce T Walsham and Thomas L Crom III have been officers of Kansai Mining Corp since at least 2002 and Kansai Mining Corp has controlled the Venezeula diamond claims since at least 2003.
Guess what other company Bruce T. Walsham worked for. Hint is has been named in this report several times already. That's right, Liberty Energy Corp (LBYE). Walsham was the director of LBYE during the LBYE pump&dump while Daniel Martinez was its CEO.
To complete the acquisition agreement for the 3-stage diamond recovery plant, ADMC must pay $1,735,000 by March 23, 2013. SUDAN had paid $350,000 so far, but if the remaining balance isn't paid by April 23, 2013, the remaining balance will accrue interest at 18%.
To complete the acquisition agreement for the 2 diamond mining concessions, ADMC must pay $13,000,000 in stock based on the market price of ADMC at the time of the payment. ADMC will also be required to put in a set amount of explorations expenses as detailed below:
* $60,000 per month for three months beginning as of January 23, 2013;
* $50,000 per month for two months thereafter;
* $230,000 in respect of equipment costs by March 16, 2013; and
* $750,000 in exploration expenditures during fiscal 2014 and 2015.
The agreement further requires that ADMC re-domicile to either the UK or to Canada within 28 days of closing the transaction and that ADMC will secure funding of not less than $2,500,000 dedicated towards the development of the properties.
To date no 8K has been filed announcing the closing of the acquisition agreement, but ADMC has already announced in press releases and on their website that the agreement has closed so we'll just assume that it has. Since the whole agreement is just a bunch of arms length agreements between a crew that helped run a pump&dump on Liberty Energy Corp (LBYE) in the spring of 2011, I would expect that it does close so that ADMC will be set up for its own future pump&dump. The LBYE pump&dump chart was not the most impressive looking paid promotion. Time will tell what sort of success the ADMC promotion might offer penny stock gamblers.
The ADMC website goes live
On March 1, 2013, ADMC hired Resultz Media Group Corp for investor relation services. Resultz Media Group Corp previously worked for, you guessed it, Liberty Energy Corp (LBYE) - see the press release here.
On April 2, 2013, ADMC announced that they had hired "Mr. D. Mendonca" to their advisory board. Mr. D. Mendonca is also known as Daniel Mendonca. Daniel Mendona is the managing director of ADMC's new IR firm, Resultz Media Group Corp. Again see the old LBYE press release for details.
ADMC is obviously put together by a very experienced group that have been involved in public tickers for more than a decade. This same group have worked closely together in the past and had planned out the current business operations of ADMC since at least early 2011. Walsham, Crom, Martinez, Mendonca, MacDonald Tuskey, Andrew Coldicutt, and Asia Pacific Capital Ltd all worked together in the past with LBYE and are now recycling mining claims that were used for years to help support the share selling of a now dead Canadian ticker called Kansai Mining Corp. Based on the individuals involved in ADMC and the fact that the Coldicutt crew helped set up the ADMC shell I have no doubt that ADMC will eventually get promoted. The ticker is set up for more of a long term share selling scheme which usually amounts to landing page/hard mailer type promotions, not an email spam campaign. All the pieces are now in place for this one. The only thing left to be determined is when the paid promotion will start. ADMC remains on our watch list for a future paid promotion.