19 May Biozoom Inc (BIZM) – updated research report
Biozoom Inc (BIZM) started trading for the first time on Thursday, May 16, 2013 with a small 10,000 share block at $1.10. On Friday, May 17, 2013, another 10,000 shares block went off this time at $1.15.
Back on March 2, 2013, we did a research report on the BIZM shell while it was still called Entertainment Art Inc (EERT). The background of the shell had all of the makings of a possible future paid promotion. See that original report here.
The following is a re-post of that original report followed by all updated information since March 2, 2013.
Entertainment Art Inc (EERT) recently changed control and appears to be in the process of changing its business plan going from a developmental company intending on focusing on designing, providing and selling a line of fashionable zip bags to a company that may end up focusing on the sale of leather and leather products or something else completely different.
The potential change in business operations alone isn't really enough to spark a research report, but what I found while browsing the filings makes me believe that EERT, which hasn't traded a single share to date, might be set up for some future pump&dump action and a change in business operations could be the key to EERT becoming active.
Entertainment Art Inc was set up as a Nevada business entity on June 15, 2007.
Gina Sansonia was listed as the incorporator.
Joseph Koegel, Ian Beiss, and Robert Lubin were listed as the officers.
Attorney, David Lubin of David Lubin & Associates PLLC was listed as the representative for all parties involved.
As this page summarizes, Gina Sansonia was working as a paralegal at the David Lubin & Associates PLLC law firm.
Robert Lubin is the younger brother of David Lubin. Back in 2004, Robert Lubin was a director and shareholder of Datigen Com Inc [nka Smart Energy Solutions Inc (SMGY)]. Not surprisingly, David Lubin was the attorney for Datigen Com Inc during that time.
Joseph Koegel had been the president of Collectible Sales, Inc which is an independent manufacturer’s representative company, serving the major catalogs, syndicators and electronic media with various products including collectibles, health and beauty products, general merchandise and sports memorabilia. Joseph Koegel was also the President of Kingwell Trading, LLC, which specialized in the marketing and sales of solar garden products and houseware items.
Ian Beiss had a history with Joseph Koegel as the Vice President of Kingwell Trading, LLC.
An S-1 was filed to take Entertainment Art Inc public on July 18, 2008.
By this time Robert Lubin was no longer listed as an officer. David Lubin had replaced him as the secretary of the shell.
Prior to the S-1 filing, Joseph Koegel, Ian Beiss, and David Lubin each got 400,000 shares at a cost of $1,700 ($.00425/share).
610,000 shares were sold to a group of 34 seed shareholders for cost of $.10/share raising $61,000.
Entertainment Art Inc had no revenues when they went public and their only assets were cash received for shares sold prior to filing to go public.
Contrary to the name of the company which suggests some kind of business operation involving the entertainment industry, Entertainment Art Inc went public with a forward looking business plan to design, produce and sell a line of fashionable zip bags.
Entertainment Art Inc had no website set up, but they told the SEC in the S-1 filing that they planned on registering and building one after going public.
The attorney for the S-1 filing was not surprisingly, David Lubin.
The S-1 filing was approved on July 29, 2008 on its first attempt.
Suspicious foreign entity
Only 9 months after going public, on May 1, 2009, Joseph Koegel, Ian Beiss, and David Lubin sold their 1,200,000 combined shares to Belize entity called Medford Financial Ltd for $120,000. Ian Beiss would resign from his positions to coincide with the share purchase agreement, but Joseph Koegel and David Lubin would stay on as the sole officers/directors of the Entertainment Art Inc shell.
A copy of the share purchase agreement reveals the name of the person signing for the mysterious Belize entity is Joseph Koegel.
Why would Joseph Koegel buy shares from himself for more than 23 times the price that he paid for them in the first place? Did he really want to get those shares into an offshore account that badly? Was the $120,000 really actually paid?
The subsequent SC13D filing reveals another name linked to the mysterious Belize entity that now had majority control of the Entertainment Art Inc shell as its secretary, Miguel De La Rosa.
Miguel De La Rosa aka Miguel Adolpo de La Rosa aka Miguel Adolfo de La Rosa has shown up in some of my past research found here and here. Miguel De La Rosa was a signatory for a Seychelles entity holding debt in Nitro Petroleum Inc (NTRO) in 2008 that later became free trading stock. NTRO was a Shull family linked shell. I believe that Miguel De La Rosa may be working under Andrew Godfrey and Robert Banfield who help set up and sign for many Belize business entities for anonymous insiders of many companies linked to the Shull family and Kenneth Liebscher. A common address for Andrew Godfrey was 35 New Road, Belize which is very similar to the 35 Barack Road, Belize used by Medford Financial Ltd. Miguel De La Rosa can also be linked to GBTO and ROSV.
Less than 2 months after passing those 1,200,000 shares into a Belize entity, on June 30, 2009, Joseph Koegel and David Lubin conducted a 33:1 forward split.
This made the new share count look as follows:
Authorized - 100,000,000 shares
Outstanding - 59,730,000 shares
Medford Financial (Belize entity) - 39,600,000 shares
Seed Shareholders - 20,130,000 shares (free trading)
Suspicious Debt Notes
By the Summer of 2009, despite never spending even enough money on business operations to start a website, EERT was out of cash and had to start borrowing money.
Starting in August of 2009, EERT started borrowing money from an anonymous Panamanian business entity called Camal Group S.A. which is also listed in the financial disclosures as a shareholder of the company. Of course Camal Group S.A. found here just used nominee officers so that the real owner of the entity can remain anonymous.
$16,000 Note from August 7, 2009
$9,000 Note from October 31, 2009
$5,500 Note from April 29, 2010
$10,000 Note from July 30, 2010
Change in Management #1
By October 10, 2010, EERT still remained a developmental company with no real business operations, not even a website.
On October 10, 2010, Joseph Koegel and David Lubin resigned from their officer/director positions. They were replaced by Jeff Lamson of El Dorado Hills, California as CEO, treasurer, and secretary and Tyrone Lamb as secretary.
Jeff Lamson lists a bio that goes back to 2005. From 2005 - 2007 he was the CFO of Falcon Technologies, Inc (FLCN). A visit to the old Falcon Technology website gives us more details about Jeff Lamson.
Knowing now that Jeff Lamson is/was a certified public account we are able to find his certification in the California data base. Jeff Lamson's full name is Jeffrey Lawrence Lamson.
The age and name match up to that of a person named Jeffrey Lawrence Lamson who in 1999 was found guilty of molesting 2 teenaged girls during his 7 years as a teacher and football coach at Homestead High School in Cupertino, California and sentenced to 3 1/2 years in prison. Read more here and here. A mugshot of Jeffrey Lawrence Lamson can be found here. Recently, this same Jeffrey Lawrence Lamson got his picture taken again by the Medford, Oregon police for a DUI.
More Debt Notes
After the change in management, new Promissory Notes started to get issued - this time to a Florida business entity called MBN Consulting LLC which is controlled by Steve Sanders and Lorraine Sanders.
I am very familiar with the names Steven Sanders and Lorraine Sanders because they showed up often in a recent report that I did about a group of shells linked to Schneider Weinberger LLP. Steven Sanders and Lorraine Sanders were the resident agents for most of the nearly identical shells all taken public by Schneider Weinberger LLP (RDMP, ASPU, BLFL, FPNC, Mobile Vault Inc, and ShopEye Inc). See that report here.
Even before I started this report the Belize entity taking control of the officer shares made me think of that Schneider Weinberger LLP report linked in the previous paragraph. I wondered if I would find a Schneider Weinberger LLP link to EERT and sure enough I did. James Schneider of Schneider Weinberger LLP acted as the resident agent for Steve Sanders when he set up MBN Consulting LLC as a Florida business entity in 2003.
In every similar fashion to the Schneider Weinberger LLP shell factory shells, EERT started issuing Promissory Notes to MBN Consulting LLC.
$5,000 Note on August 1, 2011
$15,600 Note on October 10, 2011
$5,000 Note on March 30, 2012
More Links to Schneider Weinberger LLP
As I mapped out in the Schneider Weinberger LLP shell factory research report, Schneider Weinberger LLP often used officers from California in their shells. Jeffrey Lamson fit this pattern perfectly being that he was from California.
On April 16, 2012, Jeffrey Lamson replaced the old EERT accountant with a Schneider Weinberger LLP favorite, ZS Consulting Group LLP.
Change of Control
On October 19, 2012, an 8k was filed for a change of control.
Medford Financial Ltd sold its 39,300,000 shares to Le Mond Capital for $430,000. This time no share exchange agreement is filed with the SEC and no disclosure is given about Le Mond Capital (where it is located or who the signatory is for the entity).
Le Mond Capital does have a website. The website discloses that Le Mond Capital is a British Virgin Islands entity.
The website was only just created on February 4, 2013, registered using a private proxy.
Coinciding with the change of control, Jeff Lamkin resigned from all of his officer/director positions and Sarah Deutsch became the new sole officer/director of the EERT shell.
In her biography, Sarah Deutsch says has been working as a manager of Magdalena's Party since September of 2011. Internet sources identify Magdalena's Party as a Buenos Aires Restaurant and confirm that Sarah Deutsch works there. Her biography also lists her as working at EliteHealth LLC from December 2008 until September 2011 and at CIBC Wood Gundy from November 2005 until August 2008.
On January 21, 2013, Sarah Deutsch added Tefa Dexter to her team as the new secretary of EERT. From 2009 to present Tefa Dexter has been working at The Santa Barbara Group, LLC, a company he co-founded that helps companies with their online sales. Here is their website. Prior to that, Tefa Dexter was involved in the clothing sale industry.
The balance sheet that followed the change of control showed that all of the previous debt Notes were taken off the books as part of the undisclosed share purchase agreement.
So Who is Entertainment Art Inc now and What do they do?
The above linked balance sheet for the period ending December 31, 2012 shows $0 in cash, $0 in revenues. EERT is nothing but a shell and we are left waiting to see what the insiders have planned for the shell next.
The 10Q for the period ending December 31, 2012 still shows the business operations as a forward looking plan to design, produce and sell a line of fashionable zip bags. The OTC markets page gives no business description. The edgar page for Entertainment Art Inc now says "Leather & Leather Products" and now lists EERT at a Nevada address at 5348 Vegas Drive #239, Las Vegas, NV which is a mail drop center in Las Vegas.
The OTC markets website lists 2 websites, but a visit to both websites quickly shows that neither website is even remotely linked to EERT which sort of makes you wonder how they showed up on the OTC Markets websites.
Fact is that at this point in time we have no idea what EERT will be going for its business operations. I doubt that the Leather & Leather Goods business description is accurate or is even a recent change to the Edgar page.
EERT looked like it was on the verge of becoming a fully developed pump&dump ticker on a couple of occasions in the past, but nothing ended up happening and ownership of the shell ended up changing hands. All of the suspicious debt Notes that looked like they were being created to be used for future insider enrichment are gone. The one thing we do still have left is 20,130,000 free trading shares of stock owned by the seed shareholders that are still waiting for that first day of trading to occur. Because of those 20,130,000 free trading shares of stock and the mysterious Belize entity that now has control of the EERT shell, I think there is still a chance for some future paid promotion type of action. For now we will just have to wait and see what business plans they will put in place and watch where things go from there. We are adding EERT to our list of tickers to watch for a future paid promotion.
WHAT HAS HAPPENED SINCE MARCH 2, 2013
Wholly owned subsidiary is formed
On February 6, 2013, a brand new entity was formed in the state of Delaware as a wholly owned subsidiary called Biozoom Technology Inc.
An Acquisition Agreement is Executed
On March 5, 2013, an 8k was filed for an acquisition agreement between Entertainment Art Inc using its newly created wholly owned subsidiary, Biozoom Technology Inc and a German entity called Opsolution GmbH.
Opsolution GmbH was formed as a German business entity on April 25, 2001.
As part of the acquisition agreement, Entertainment Art Inc through its wholly owned subsidiary, Biozoom Technology Inc acquired certain, patents, licenses and related assets from each of three separate German companies all controlled by Hardy Hoheisel and Wolfgang Köcher: Opsolution Spectroscopic Systems GmbH, Opsolution NanoPhotonics GmbH and Opsolution GmbH in exchange for $50,000 cash and the issuance of 39,000,000 shares of common stock. As a result of the Acquisition, the shareholders of the Opsolution Sellers became 66% shareholders of Entertainment Art, Inc.
Entertainment Art Inc also entered into a joint venture agreement with Opsolution GmbH, and completed the first round of a preferred stock financing, the proceeds of which are being used for our operations and further research and development.
1,150,000 shares of newly designated 7% Series A Preferred Stock were sold at a purchase price of $1.00 per share, or $1,150,000 total. The Series A Preferred is convertible at a price of $0.133333, or approximately 7.5 shares of common stock for each share of Series A Preferred for 8,625,021 shares. An additional 850,000 preferred shares could still be sold for an additional $850,000 making the total number of preferred shares sold come to 2,000,000 shares convertible into 15,000,000 common shares.
As part of the acquisition agreement, Sarah Deutsch cancelled 39,000,000 of her 39,600,000 shares.
Sarah Deutsch resigned from all position except her director position.
Tefa Dexter remained the secretary.
Hardy Hoheisel became the new CEO and a director.
Wolfgang Kocher became the new CTO and director.
On March 8, 2013, a new Nevada business entity was registered called Biozoom Inc for the mere purpose of merging it into the Entertainment Art Inc shell to effect a name change for the Issuer to BioZoom Inc.
The name and symbol change to Biozoom Inc (BIZM) was officially cleared by FINRA on March 28, 2013.
New Share Count
Once everything was said and done the new share count for BIZM looked as follows:
Authorized Commons - 100,000,000 shares
Outstanding - 59,730,000 shares
Hardy Hoheisel - 17,635,800 shares
Wolgang Kocher - 17,635,800 shares
Other Opsolution shareholders - 3,728,400 shares
Sarah Deutsch - 600,000 shares
Seed Shareholders - 20,130,000 shares - free trading (costing $.003/share)
Preferred shares - 1,150,000 shares = 8,625,021 common shares fully diluted (costing $.13/share)
More about the new Biozoom Inc operations
The new Biozoom Inc website can be found here.
The website is basically a knock off of the Opsolution German website found here.
Biozoom Inc now has control of a long list of patents and pending patents which may or may not all have practical marketing applications.
The primary product touted on the website is a hand held non-evasive sensory device that scans blood components.
Currently the device is not available for sale, but Biozoom Inc is taking "pre-orders" if you want to leave them your information.
Whether Biozoom Inc will ever actually sell any of their handheld devices or not is still yet to be determined. Future revenues or no future revenues, it doesn't change the fact that in the past, the BIZM shell has been littered with dirty insiders, suspicious debt Notes, suspicious foreign entities, and 20,130,000 free trading seed shareholder shares. Having German entities now involved in the future operations of the company doesn't make BIZM any less suspicious. We considered BIZM to be a good candidate for a future paid promotion back on March 2, 2013, and we still consider BIZM to be a good candidate for a future paid promotion today. For now the BIZM share price could continue to be manipulated up on small volume. We'll keep an eye out for any landing pages or any other information that shows that the BIZM promotion is officially starting.