27 May EMS Find Inc (EMSF) – stock research report – now Integrated Ventures Inc (INTV)
EMS Find Inc (EMSF) is a fresh ticker that began trading for the first time on April 24, 2015 at $1.05/share. Since that date the ticker has been in a very very slow climbing pattern on light but gradually increasing volume.
The early climbing pattern isn't the only thing that got us interested in this ticker. Some of the players/participants in the issuer also deserve some attention motivating us to write the following report.
EMS Find Inc started out as LightCollar Inc when it first filed to go public back in June of 2011.
LightCollar Inc was set-up as a Nevada business entity on March 22, 2011 with Colin Mills listed as the sole officer/director of the shell. Mr. Mills was given 2,000,000 founders shares. LightCollar Inc was just that - a shell - with no real business operations, no revenues, and no full time employees. LightCollar Inc only had a forward looking business plan to market and sell an illuminated animal collar pendant to the US and Canadian market primarily via internet web sales at lightcollar.com. The domain was registered by Colin Mills in 2010 but no website was ever built.
The S-1 to take the LightCollar Inc shell company public was filed on June 7, 2011. The S-1 was to register up to 10,000,000 shares at $.01/share to sell to investors to raise up to $100,000. LightCollar Inc told the SEC that the cash would be used to initiate the forward looking business plan. In that S-1 filing LightCollar Inc also told the SEC that it had no plans to engage in any acquisitions or mergers if it was granted public trading status (which would make LightCollar Inc just a shell scheme which isn't exactly legal).
In reality that is what LightCollar Inc was, just another shell scheme, with no real intention of ever actually trying to succeed at its forward looking business plan. The actual plan was to get the SEC to approve the S-1 filing then get specific insiders to secretly control all the seed shareholder shares then sell the shell.
As a shell scheme, the LightCollar Inc insiders would have to seek out an attorney and an accountant that make a living facilitating shell schemes. Enter Robert J Burnett and James B Parsons of Parsons/Burnett/Bjordahl/Hume LLP who provided the legal consent for the shell and DeCoria, Maichel & Teague P.S. who provided the auditor's consent.
James B Parsons and his firm have been involved in helping provide legal services for several big name paid promo tickers in the past including LEXG, NSRS, TGRO, RARS, BLUF, GWBU, ECOS, HDSI, NSAV, PBCW, PSON, and REDG among many others.
It turns out that Mr. Parsons and his firm also has a unique connection to Colin Mills who created the LightCollar Inc shell. Colin Mills was the secretary/treasurer of a small shell company called Dynasty International Corp when it filed an SB-2 in 2002 to go public with nothing but a forward looking business plan to sell home water testing kits. James Parsons and his firm provided the legal consent for that shell company. According to his bio in that 2002 SB-2 filing, prior to getting involved in Dynasty International Corp, Colin Mills had worked his way up from a dishwasher in a buffet restaurant at age 15 to a cook in the same restaurant by the time he graduated high school. After a short stint working at a car wash, Colin got back into food & beverage as a cook at Boston Pizza at age 22 working his way up to a manager position in the same restaurant less than a year later. Part of Colin's role at Dynasty International Corp would be website development. Apparently he liked this line of work because in 2006, three years after leaving Dynasty International Corp, he started his own private computer consulting business called Capital Management. That business shut down in 2010 leading to Colin Mills helping out in a hospital part time until somebody came calling to have him fill the role of babysitter of the LightCollar Inc shell until they could take it public, arrange seed shareholder ownership, and sell it. I'd be willing to bet that Colin Mills previous association with James Parsons probably was what helped lead to him getting the baby sitting role.
Dynasty International Corp would become Billion River Gold Corp (BLRV) in 2004 after acquiring some mining claims in late 2003. The ticker was your typical penny stock getting some pump&dump activity before become nothing but worthless stock. By 2008 the ticker had filed for bankruptcy pretty much dying in the public eye. In 2013 the ticker symbol was deleted by FINRA preventing it from ever trading again.
The whole shell factory thing is very common with several groups, and all of them make lots of money using these types of schemes. Recent litigation against a shell factory group working out of Florida led by Steven Sanders, Alvin Mirman, and Daniel McKelvey explains how the babysitting CEO role often works. This group would locate a babysitter (CEO) usually with very little knowledge of the securities industry. They would offer this person a modest sum of money (usually less than $10,000) to get permission to use their name on public filings with the promise that it was safe and legal (easy money). This person had to do almost nothing. Even the documents with their name on it were often forged by the secret control people that really owned the shell. The secret control people would then retain a select group of attorneys, auditors, broker-dealers, and transfer agents that they knew they could trust to help facilitate the scheme. A big part of the scheme was the secret control people getting all the future free trading stock into the names of friends and family so that they could dictate the selling of that stock in the future and take all the profits from those sales. When Thomas Coldicutt and Elizabeth Coldicutt got busted for their shell factory scheme in 2011, the SEC learned that they were putting stock for some of the shells into the names of over 200 people their housekeeper knew from Mexico without these people even knowing that they owned the stock.
According to the S-1 filing, LightCollar Inc had a corporate office at #264 3rd Ave West Unity, Saskatchewan S0K 4L0. A web search of this address shows that it is a very small pink house that recently sold for $42,000 in 2013 or 2014.
In the case of LightCollar Inc it appears the address probably did belong to Colin Mills. The phone number that LightCollar Inc used, (306) 228 3262, definitely belonged to Colin Mills. He had used that phone number for a few domains he registered between 2008 - 2010. That means Colin Mills probably played a little bigger role in this shell scheme than just lending out his name.
Going Public/Seed Shareholders
The SEC would end up approving the S-1 form for LightCollar Inc on September 16, 2011 after a few amendments. LightCollar Inc was given the ticker symbol LCLL.
After going public, LightCollar Inc would only end up selling 1,800,000 of the 10,000,000 registered shares to some hand picked seed shareholders. At $.01/share that only raised $18,000. As is almost always the case in these shell schemes, that was enough to pay the auditor and attorney for their services but not enough to initiate the forward looking business plan. The real plan of selling the shell would now be put into action.
Over the next 12 months while LightCollar Inc searched for a buyer of the shell, Colin Mills continued to sell the S-1 shares to raise enough cash to keep up with filing fees and other basic business costs. Another 1,850,000 shares were sold raising the seed shareholder total to 3,650,000 shares by the end of 2012.
Finally, after another year of surviving on shareholder loans, the shell found a buyer in early 2014.
Change of Control
On May 23, 2014 an 8K was filed introducing Matveev Anton as the new Chairman of the Board of LightCollar Inc foreshadowing that more filings would show up soon about a change in control for the ticker.
That change of control 8K would show up on June 18, 2014 disclosing that Matveev Anton had acquired the 2,000,000 shares owned by Colin Mills for $140,000. With the change of control came a change of officers. Colin Mills resigned and Matveev Anton brought in a new staff:
Michael J Scott - CEO
William F Cooper III - President
John Evans - CFO
William Becker - Secretary
All four new officers brought extensive experience in the telecommunications industry as did Matveev Anton.
Michael J Scott's stay with the company was short lived. He resigned a month later in July with Matveev Anton stepping into the CEO role.
This group would do a bunch of corporate actions starting with a 5:1 forward split in December of 2014 and the authorization of some preferred stock for voting control.
In March of 2015 this group changed the name of the ticker to EMS Finder Inc (EMSF) in preparation for an acquisition that would bring some actual business operations into the shell.
Change of Business Operations
Everything really got going in March of 2015 after the name of the ticker was changed to EMS Finder Inc. Matveev Anton stepped down (as did the rest of his team), and Shang Fei, an IT designer, took over as the new Chairman of the Board.
Shang Fei was immediately issued 50,000 preferred shares giving him 50,000,000 votes and full control of the ticker.
On March 31, 2015, Shang Fei issued 10,000,000 shares of common stock for the acquisition of EMS Factory Inc, a Pennsylvania business entity incorporated on June 14, 2011 by Steve Rubakh. Concurrent with the acquisition, Steve Rubahk became the new CEO of EMSF. Another 950,000 preferred shares were issued (450,000 more to Shang Fei and 500,000 to Steve Rubakh).
Steve Rubakh has some history with other publicly tickers through his former company, Power Sports Factory Inc, with his partner Shawn Landgraf. Power Sports Factory Inc briefly did a reverse merger into MegaWorld Inc (MEGW) in 2005. MegaWorld Inc now trades as New Generation Consumer Group Inc (NGCG). This acquisition of Power Sport Factory Inc was later rescinded in 2006 causing Power Sports Factory Inc to get involved in a new public ticker called Purchase Point Media Corp (PPMC). PPCM acquired Power Sports Factory Inc in 2007 changing its name to Power Sports Factory Inc (PSPF). A very short time later the Andretti brothers would end up suing Power Sports Factory Inc (PSPF) for breach of contract and fraud. By 2010, PSPF had fallen into some major debt issues and stopped doing its public filings. The ticker was basically abandoned. On May 29, 2013, the SEC suspended PSPF. On June 6, 2013, PSPF was revoked - never to trade again.
With the change of business operations, EMSF moved its corporate offices to Pennsylvania.
Current Share Structure
Authorized common shares - 100,000,000
Authorized preferred shares - 20,000,000 (worth 1,000 votes each)
Outstanding common shares - 38,334,535
Outstanding preferred shares - 1,000,000
Float - 18,250,000 shares
Steve Rubakh - 10,000,000 common shares (restricted) + 500,000 preferred shares = (510,000,000 total votes)
Shang Fei - 10,000,000 common shares (restricted) + 500,000 preferred shares = (510,000,000 total votes)
Seed Shareholders - 18,250,000 common shares (free trading) - costing just $.002/share
unknown - 84,535 shares (issued after last 10Q)
More about EMS Finders Inc
The EMSF website can be found here.
The company is developing an app that stores a data base of hospitals and emergency medical centers that provide emergency transport services allowing the app owner to submit a request for an ambulance from a participating emergency transport provider via text or email. How large their data base will become and how many emergency transport providers will actually participate with the app it is hard to know since the app is not yet available to the public. So far the app is only in the BETA stage. According to the EMSF website they are anticipating a launch date in June of 2015.
EMSF hasn't provided any balance sheet yet for their new business operations, but since it is still in the test phase it is hard to imagine that they will be claiming any revenues to date. We'll have to wait for a super 8K or the next 10Q to be filed before we'll know anything about the actually financial status of the new business.
An unproven app from a person with a bad business history isn't exactly a great story line for a ticker hoping for some future big interest from retail investors.
Other new players
Some where along the line, during all the recent changes in control and changes in business operations, EMSF also changed its legal counsel to Andrew Coldicutt.
Andrew Coldicutt is just as prolific a pump&dump attorney as James Parson and his crew. He is the son of Thomas Coldicut and Elizabeth Coldicutt (mentioned earlier in this report for their shell factory scheme), and he has participated in a number of pump&dump tickers of his own including VLNX, PWEI, and CDOI. We are currently tracking a few Andrew Coldicutt linked tickers that appear to be set up for future paid promotion activity.
Along with Andrew Coldicutt came the accounting firm of Chang G Park CPA (also located in San Diego with Andrew Coldicutt). Chang G Park CPA has worked for a large number of pump&dump tickers in the past.
Clear Trust LLC is listed as the transfer agent for EMSF. Clear Trust is run by Kara Kennedy, daughter of Kyle Kennedy. Kyle Kennedy has a long history of associations with many dirty penny stock insiders working out of the Orlando and Tampa Bay area. Voltaire Gomez and Kara Kennedy formed Clear Trust in 2009 after leaving Spartan Securities. Lots of paid promo tickers and pump&dump type penny stocks have used (and still use) Clear Trust since it was established in 2009.
EMSF definitely has the right cast of supporting characters to run any type of market manipulation scheme it wants.
What to expect next
So far we've seen a nice but very very slow and very very small climbing pattern since the ticker became active. The EMSF website claims that only 4,150,000 of the 18,250,000 seed shareholder shares have been cleared for trading so far. Over time we are confident that all 18,250,000 seed shareholder share will become free trading. Either way, at this point the insiders control all of those shares and so they control how quickly or how slowly they sell those shares into the market. That means they could easily continue to allow the ticker to slowly climb in the coming days and weeks before things get more active. It is definitely possible we could see some kind of paid promotion for EMSF in the future.