07 Oct Cloud Star Corporation (CLDS) – research report
[b]CLDS[/b] [i]Cloud Star Corporation[/i]
CLDS came on to our radar recently during a Thomas C. Cook ticker connect search.
After perusing the filings, we have decided that it deserves a closer look. Let's go:
The shell was originally set up as Accend Media (ACNM)
The S1 registered 6,000,000 shares for sale (seedholder shares) and laid out the plans for the company.
Accend Media, a private Nevada Corporation, whose business was focused on technology based Internet media, marketing, and software company that specializes in generating Internet based sales leads and product sales.
They were incorporated on December 20, 2010 as a Nevada corporation under the name Accend Media (shows Cloud Star Corporation after merge in) and activities up to the filing date have been limited primarily to organization, initial capitalization, establishing administrative offices in Las Vegas, NV, and commencing our initial operational plans.
Authorized capital stock consisted of 75,000,000 shares of common stock, March 24, 2011 there were 30,000,000 shares of our Common Stock issued and outstanding held by 33 stockholders of record.
As of February 28, 2011 Accend had $45,851 in cash, $45,851 in total assets, $122 in total liabilities, working capital of $45,729 and an accumulated deficit of $4,346.
During the year ended February 28, 2011 they used net cash of $4,224 in operations, generated cash of $50,075 from financing activities and had no cash flows from investing activities. From inception on December 20, 2010 to February 28, 2011 they used net cash of $4,224 in operations, generated cash of $50,075 from financing activities and had no cash flows from investing activities.
S1 Attorney: Thomas C. Cook, esq (MONT, JAEN, SMAK, CLDS, ERGO, GCMT, YEVN, DECN , ACCE, ENZB, PTSH, CYSA, BSTR, MMAX, CLRH, HYHY, NOEEE)
S1 CPA: De Joya Griffith & Company, LLC (RAYS, TAGG, JRRD, AAPT, DOMK, IDLM, WMXG, AKGC, La Paz Mining/ same CEO as VKMD, ERSD, CCAA, USTU, KRAN, MXSG, AMPW, MNLU, MONT, and many more)
Current CPA: DBBMcKennon (Newport Beach / San Diego) (SETS, MHYS, SNRY, BFRE, ECOB, SOYL, FHWY, ECTH, TMED, CMGR, WECS, MYCT)
Current CEO: Safa Movassaghi (Orange County)
Ira D. Lebovic (attorney for Cloud Star during the merger and now Director)
Original President (and now Chief Compliance Office/Director/Secretary): Scott Gerardi
[i]Recent Bio for Scott[/i]
Scott Gerardi President, Chairman, Treasurer and Secretary
Scott J. Gerardi is an online advertising and lead generation veteran that possesses over 20-years experience in new media.
2009 - 2010 - Monster Offers (MONT) - President and Director another Thomas C. Cook, Dejoya Griffith ticker
2008 - Present - SJG Ventures, Inc. - Owner & President, Independent consultant with emphasis on lead generation, data monetization, and developing marketing strategies for advertisers new to the Internet.
Mr. Gerardi is a 1989 graduate of San Diego State University in San Diego, California, with a BS degree in Marketing.
Scott went to San Diego state as you can see - ground zero for many penny stock lawyers, CPA's and specifically our number 1 attorney group, Carrillo Huettel.
Accend Media claimed to provide internet marketing services for its clients, who seeked increased sales and customer contact through online marketing channels. The Company's clients were to include branded advertisers, direct marketers, lead aggregators, and agencies.
AccendMedia claimed to be powered by its own proprietary Lead Generation Software Platform that would allow the Company to process and sell real-time leads to clients across multiple verticals.
The plan was to own and operate a variety of websites and generate traffic to its websites both internally and from third party internet advertising to generate real-time response based marketing results for their clients.
[color=red][b]Share issuances listed on the S1[/b][/color]
Scott Gerardi: 23,000,000 restricted shares
Johnathan W. Marshall: 1,000,000 restricted shares
The company issued 24,000,000 shares of common stock on December 20, 2010 and February 28, 2011 to Scott Gerardi.
1,000,000 shares were subsequently transferred to Jonathan W. Marshall on March 1, 2011 in private transaction.
These shares were issued for a total of $32,000.00.
[color=red][b]Johnathan W. Marshall[/b][/color]
Thomas C. Cook, Scott and Johnathan have teamed up before. Johnathan was also President of Monster Offers (MONT) - another Cook / Gerardi ticker.
Is Johnathan Marshall son of Scott Marshall?
Sure looks like it as it is all in the penny stock family.
The shares were sold to personal acquaintances of Scott Gerardi. Scott obviously has friends in foreign places.
Any time we see foreign entities involved, and Panama is a favorite spot, a red flare shoots up into the sky.
In February, 2011, Accend sold 6,000,000 shares of common stock to 31 purchasers, each at a price of $0.003 per share.
Here are the breakdown of the entities holding shares with combined research about them by nodummy and myself. These entities are intertwined and appears as if they are just looking for ways to cloud the money trail.
[b]1)[/b] Kahlam Corp., listed in the filing as a Nevada Corporation, Via Usma, Casa No. 3 David, Chiriqui, Panama, Bany Lezcano, is beneficial owner who has the ultimate voting control over the shares held this entity. Bany Lezcano personally purchased these shares under Regulation S, and subsequently transferred these shares in a private transaction to Kahlam Corp.
According to the S1 filings Kahlam is a Nevada Corp. However, Kahlam Corp is NOT a Nevada business entity nor has it ever been a Nevada business entity.
[b]2)[/b] Financial Pacific, a Panamanian brokerage firm, located at Balboa Avenue
- BBVA Tower, 16th Floor , Panama, Republic of Panama. The following individuals in Panama purchased their shares under Regulation S, and subsequently transferred their shares to Financial Pacific, so they are positioned to liquidate their shares through this brokerage firm in the future:
Jeffrey Donado, 250,000 shares; [b]Miguel Ferreira, 166,667 shares[/b] and Jesus Henderson, 216,667 shares. Each of these three individuals are the beneficial owners of their shares and they have the ultimate voting control over the shares held on their behalf by Financial Pacific.
[color=mediumblue]Miguel Ferreira was also a seedholder in CPOW.[/color]
CPOW is the former HotOTC/OxofWallStreet/Monster/Titan and others pump which was brought public by one of our top 10 attorneys, Conrad Lysiak.
At the time of the CPOW pump, famed Awesome Penny Stock and promotion giant Eric Van Nguyen was part of the team running OxofWallStreet/Monster/Titan along with AJ Thompson, Jay Fung, and Kevin Sepe.
Another major connection to mega awareness players for the CLDS shell.
CPOW then went on to be a short called by both Tim Sykes and Johnathan Lebed.
Another Thomas C. Cook shell, CLRH also went on to be a short call by Sykes.
[b]3)[/b] Panam-Plus Inc., a Nevada Corporation, Chanis, La Fontana, Edif. Mikonos Apto. PBD. Panama, Panama, Yorleine Madrid is beneficial owner who has the ultimate voting control over the shares held this entity. Yorleine Madrid personally purchased these shares under Regulation S, and subsequently transferred these shares in a private transaction to Panam-Plus Inc.
Same guys (Pedro Rodriguez and Ronald Abrego) that registered the Kahlam Corp in Panama also did the Panam-Plus Inc entity in Panama.
here is the NV entity.
[b]4)[/b] Tarsas Corp., a Nevada Corporation, Betania, Camino Real, Edif. Karina Apt 1B, Panama, Panama, Jorge Mendoza, is beneficial owner who has the ultimate voting control over the shares held this entity. Jorge Mendoza personally purchased these shares under Regulation S, and subsequently transferred his shares in a private transaction to Tarsas Corp.
From Wellner Corp, Carmen Valiz was involved in helping to register Tarsas Corp in Panama.
here is that Nevada entity.
[b]5)[/b] Wellner Corp., a Nevada Corporation, Villa de Las Fuentes, Calle Primera, Casa No. 10, Panama, Panama, Ruben Garcia, is beneficial owner who has the ultimate voting control over the shares held this entity. Ruben Garcia personally purchased these shares under Regulation S, and subsequently transferred his shares in a private transaction to Wellner Corp.
Pedro Rodriguez from Kahlam Corp also helped registered one more of the entities being used to hold seed shareholder shares - Wellner Corp
here is that NV entity.
Twists and turns through the Panamanian seedholder maze.
[color=red][b]Accend Media Whois Search and Connects[/b][/color]
In running an accendmedia.com search I found quite a few curious sites that are undoubtedly connected to the Panamanian entities that are seedholders in the CLDS shell.
Scott Gerardi shows up as the contact for the vast majority of the sites on the server under the Morning Glory Marketing, LLC moniker. On the Monsterclients.com site he shows up under Accend Media.
All of the Panamanian sites are privacy protected when I do the Whois Record search. Go figure.
One site that caught my eye specifically, is the no longer up and running site by the name of millionairestocksecrets.com.
Think Scott has been involved with awareness players in the past / currently? 😉
The registrants for Millionaire Stock Secrets are Mason & Mesli (Montreal,QC)
Also coming up in the search is pinnaclestocks.com which was under the Mason & Mesli umbrella.
On the Mason & Mesli projects page we see they have done work for Awesome Penny Stocks with Mistral Ventures (MILV) and the Eric Van Nguyen site, Insiders Lab.
Work was also done for NovoEnergies (NVNC) which was an TheOxofWallstreet.com profile (OTC Solutions LLC / Free Penny Alerts LLC group of companies under Nguyen/Fung/Thompson/Sepe) and the ticker has since changed to IMUN which was another recent promo by the Tribeca Investment Group. The 2011 promo Spartan Gold (SPAG) was also one of their clients.
[color=red][b]Doing Business as Accend Media[/b][/color]
As of August 31, 2011, Accend did not have any employees. They were dependent upon Scott Gerardi for everything.
According to this 8k, Accend Media ceased to be a shell company on September 12, 2011 as a result of obtaining approximately $26,000 in revenues from the development of marketing landing pages and engaging online publishers to drive traffic to different websites.
The Company was marketing its Unsub Today email suppression software.
The unsubtoday.com address is on the same server as all of the sites we mentioned earlier.
[color=red][b]Name Change, Authorized Increase and Forward Split:[/b][/color]
According to the PRE14C filed here, on or about March 22, 2012, Scott and Johnathan (holders of 24,000,000 shares of restricted 'control' stock) authorized a forward split of the Company’s common stock of five for one.
Also increasing the number of authorized shares from 75,000,000 to 190,000,000 common and 10,000,000 preferred.
In addition, they approved changing the corporate name from Accend Media to Cloud Star Corporation.
Capital Change=shs increased by 5 for 1 split. Ex-date=05/08/2012. Rec date=05/04/2012. Pay date=05/07/2012.
[color=red][b]Share Cancellations / Exchanges / Scott's Employment Agreement / Change of Control[/b][/color]
Prior to the 8k filed May 22, 2012 (pre-split) Scott Gerardi owned 23,000,000 shares. Scott agreed to exchange 22,800,000 for a 1yr employment agreement with Cloud Star Corp where he will be paid an annual salary of $48k. With the change of ownership control, Scott agreed to accept the position as Corporate Secretary and Chief Compliance Officer of the Company. He will remain a director of the Company.
If for any reason, Scott's services are prematurely terminated by the Company, without cause, he is entitled to $8,000 per month, for the remaining unpaid months of this twelve month agreement.
Then we had the 5 for 1 split go through on May 7, 2012
Scott Gerardi and 'another shareholder' of Accend Media agreed to transfer or cancel 118,000,000 of their 120,000,000 shares as follows: 60,000,000 shares to acquire Cloud Star; 2,800,000 shares to return to treasury; 200,000 shares to a new director; 5,000,000 shares to be sold for contributed capital for the Company (Leeward Venture notes to be discussed later) and 50,000,000 shares cancelled.
At that point Cloud Star owned 114,000,000 shares post split (from Scott)
Cloud Star then cancelled 50,000,000 of those shares.
It is unstated, but stands to reason that Johnathan W. Marshall still owns 1,000,000 shares as Scott and 'another shareholder' agreed to cancel.
[i]Ownership according to the filing:[/i]
[color=red][b]Doing Business as Cloud Star[/b][/color]
Cloud Star was organized on October 17, 2011 under the laws of the State of Nevada. The principal executive offices are now located at P.O. Box 4906, Mission Viejo, CA 92690. P.O. Box for an office. Probably gets cramped in there.
Prior to October 17, 2011, development activities were performed by Mr. Safa Movassaghi, Cloud Star’s Chief Executive Officer and his management team.
John Reich, Chief Technology Officer
Darin L. Chong, Chief Operations Officer
David A. Buerger, Director of Marketing
Cloud Star is an information technology services and software company that delivers immediate, easy and secure access to computer desktops and other consumer electron devices from remote locations.
The Cloud Star Investor packet is bright and shiny and has some very pump worthy revenue projections inside for the coming years.
The MyComputerKey website is coming soon and when it appears in full motion that will be a clue that the game is advancing.
They are working on other pages currently. 😉
[color=red][b]Convertible Note Payable - The Leeward Notes [/b][/color]
During January and February 2012, Cloud Star received advances from, and had expenses paid on its behalf by, Leeward Ventures totaling $100,000 since inception through February 29, 2012 to fund software and website development, and provide working capital.
During this time period, such funds were intended to be a part of a larger equity investment. The note pays interest at 1% per annum, is due on or about August 9, 2012, and is convertible into approximately 1% of Cloud Star, or in effect 1,000,000 shares of common stock of Accend Media.
That time is now and may be converted. These 5,000,000 shares were set aside in the earlier merger agreement.
On February 9, 2012, the Company entered into a written agreement with Leeward Ventures to provide an additional $400,000 of working capital. In return, Leeward Ventures will receive 4,000,000 shares of common stock.
The controlling party of Leeward Ventures (Walter Grieves) was elected to the board of directors of Accend Media upon the close of the merger.
On July 9, 2012 the company announced the dismissal of DeJoya Griffith and Co and CPA's and DBB McKennon on board.
[color=red][b]Info on New CEO / Directors:[/b][/color]
[i]Safa Movassaghi, President and CEO [/i]
Safa is the inventor of the Cloud Star's proprietary technology. Mr. Movassaghi has spent nearly 25 years in information technology and services, beginning his career as a service engineer with Toshiba in the 1980s. Since 1993, Mr. Movassaghi has provided some Fortune 1000 clients (unnamed), with packages of IT architecture and configuration. It was through this work and years of feedback from clients, that MyComputerKey was born.
Prior to founding Cloud Star, Mr. Movassaghi operated Advanced Green Technologies, Inc. ("AGT"), an IT managed services provider. Previous to AGT, he served as Chief Technology Officer for Capital Pacific Holdings. Mr. Movassaghi received his B.S. in Electrical Engineering from California State University, Fresno in 1987.
[i]Ira D. Lebovic Director [/i]
Ira D. Lebovic is a California attorney. Mr. Lebovic bring twelve years of experience in real estate litigation, including construction defect defense, and seven years serving as general counsel for Capital Pacific Holdings, Inc., formerly known as J.M. Peters Company, Inc. He is a graduate of Duke University and the Duke University School of Law.
[i]Walter Grieves Director [/i]
Upon completing his undergraduate work at the University of California, Berkeley, Walter went to work for Research Magazine/Multex Data Group where he managed the International Investor Relations Division and the Broker Impact Survey Department. Mr. Grieves then went to work for Morgan Stanley spending time between the Wailuku Maui Branch and the World Trade Center Location.
Mr. Grieves became an Institutional trader for seven large hedge funds out of PCH Securities in San Diego where he Made Markets and executed a variety of trades for NYSE, Nasdaq and foreign Issuers.
Walter Grieves, controls Leeward Ventures, Inc. Leeward Ventures has already invested $100,000 in Accend Media and has agreed to invest an additional $400,000 into the Company, in the form of an Assignable Subscription Receivable to purchase a total of 5,000,000 restricted shares of Accend Media from two shareholders.
[color=red][b]Current share structure:[/b][/color]
Outstanding - 97,200,000 shares
Scott Gerardi - 1,000,000 shares
Walter Grieves - 1,000,000 shares (through Leeward Ventures)
Safa Movassaghi - 60,000,000 shares
Seed Shareholders - [color=mediumblue]30,000,000 shares [/color](free trading)
Ira D Lebovic - 200,000 shares
CLDS shows all of the signs of a ticker being prepped for future promotion. Foreign entities, San Diego / SoCal participants, direct connects to mega awareness players, recent change of control, a forward split to increase the bounty of the seedholders, a new website and an investor packet with wild, pump worthy revenue projections. There are also those 30,000,000 easy reasons to believe CLDS will come into play. As of today, we have added CLDS to our list of stocks on watch for future paid promotion.