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First Independence Corp (FICF) – stock research report

14 May First Independence Corp (FICF) – stock research report

 

Screen Shot 2013-05-14 at 5.05.56 PMScreen Shot 2013-05-14 at 8.35.10 AM

 

On Monday, May 13, 2013, shortly after 1:3o pm, First Independence Corp (FICF) started trading for the first time ever and climbed from $3.2o/share to $3.55/share.

The reason we are watching FICF is because it is #9 of 9 mirror tickers all taken public using an identical set-up no doubt controlled by the same people in the background.  Those 9 tickers include OBJE, OMVS, FTTN, RBCC, NTRR, ASCC, MOXG, GGET, EWST, and FICF.

The 1 constant name on paper for all of these tickers is Florida based accountant, Peter Messineo, but we have reason to believe that the same group that has been running pump&dump tickers for years originating through JD Cloud and Jonathon Gilchrist, Jack Uselton, Darrel Uselton, and Andrew Farmer with key members such as Robert Federowicz, Kathleen Delaney, and others are also linked to these 9 tickers.

In the past the list of characters including Jack Uselton, his nephew Darrel, Kathleen (Morrissey) Delaney, Dino Price (Darrel's business buddy), Scott Sieck (another buddy of Darryl), (the late) John Thomas "JT" Cloud, Thomas John Cloud (JT's son), Jonathan (Jon) Gilchrist, Kathleen Gilchrist (wife or daughter of Jonathan),William Carmichael, Steve Plumb, James Kesaris, Andrew Farmer, Robert Kaapke, Robert Hines (and possible brother Oscar Hines at MSSD), Ben Roberts, Cindy Morrissey (Kathleen's sister), Robert Federowicz (his sister Monika Federowicz married JT shortly before his death), Marc Tow, John David Brotherton, Jammie Hawkins, Chet Gutowski (also spelled Gutowsky), Eddie Austin Jr (law partner with Kathleen), Carolyn Austin (wife of Eddie), Michael Franklin, Brett Weiss, Marc Schiller, Haim Silber, David Mordekhay, Kellie Moss (daughter of Eddie Austin), Maurice Stone, Tobey Means, Robert Dunn, Tyson Rohde, John D. Shearer, Jason Kidd, Patrick Brown, James Kerr, Harvey Bryant, Ben Holland, Jack Chaplin Vaughan, Eddie "the spam king" Davidson (suicide/murder of his family), and a host of others have a long history of dozens (if not hundreds) of scams.

With this current group of 9 tickers, we saw the first half (NTRR, RBCC, ASCC, OBJE, and FTTN) develop a pump&dump pattern after going public to sell off the seed shareholder shares followed by a reverse split then dirty debt note conversions and another pump&dump pattern.  NTRR, RBCC, FTTN, ASCC, and OBJE all provided some very good profit opportunities if timed right.

The 2nd half of the tickers (MOXG, GGET, EWST, and FICF) seem to be focusing more on the seed shareholders shares.  So far MOXG has done a forward split and FICF has one in the works.

Download this updated spread sheet to get a better idea how these 9 ticker mirror each other.

The plan followed 12 steps:

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Step #1) Set up a Florida business entity

OBJE, OMVS, FTTN, RBCC, NTRR, ASCC, MOXG, GGET, EWST, and FICF

Step #2) Issue exactly 9,000,000 cheap shares to the sole officer director then later move those shares into the account of an anonymous foreign entity

OBJE, OMVS, FTTN, RBCC, NTRR, ASCC, MOXG, GGET, EWST, and FICF

Step #3)  File to go Public using a forward looking business plan and a familiar Attorney (most commonly used was Diane Harrison)

OBJE, OMVS, FTTN, RBCC, NTRR, ASCC, MOXG, GGET, EWST, and FICF

Step #4) After going public sell a bunch of cheap shares to seed shareholders to raise cash

OBJE, OMVS, FTTN, RBCC, NTRR, ASCC, MOXG, GGET, EWST, and FICF

Step #5) Launch the business plan right before the stock starts to trade

OBJE, OMVS, FTTN, RBCC, NTRR, ASCC, MOXG, and FICF

Step #6) Change of Management (sometimes Steps 5 and 6 are reversed)

OBJE, OMVS, FTTN, RBCC, NTRR, ASCC, MOXG, GGET, EWST, and FICF

Step #7) Start issuing debt Notes to an anonymous 3rd party that can later be turned into super cheap shares after a future reverse split

OBJE, OMVS, FTTN, RBCC, NTRR, and ASCC

Step #8) Run an under the radar style pump and dump with the stock price .... run the stock price up then let the seed shareholders dump their shares into the public killing the share price

OBJE, OMVS, FTTN, RBCC, NTRR, and ASCC

Step #9) File an S-8 to register shares between 6,000,000 shares - 8,000,000 shares for employee stock plan using attorney Whitney LLP Attorneys at Law

OBJE, OMVS, FTTN, RBCC, and NTRR

Step #10) Do a Reverse Split (usually a 1:20 R/S)

OBJE, FTTN, RBCC, and NTRR

Step #11) Convert a debt Note held by insiders into free trading shares at between $01/share and $.02/share (usually at $.01/share)

OBJE, OMVS, FTTN, RBCC, and NTRR

Step #12) Run another under the radar style pump and dump with the stock price .... run the stock price up then let the debt Note holder dump their share into the public killing the share price

OBJE, FTNN, RBCC, and NTRR

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With the success of some of these tickers and FICF now actively trading and looking like it could run up in price, it is time to give FICF its own research report.

 

The set-up

Like the other 9 linked tickers, First Independence Corp was set up as a Florida business entity.

The date of incorporation was February 9, 2012.  The sole officer/director was Bruno O Pasquali.

Bruno O Pasquali was 61 years old from Osprey, Florida and had spent the majority of his life in the restaurant and hotel industry.

Bruno O Pasquali was issued 9,000,000 shares for $9,000 ($.001/share).

The business plan for First Independence Corp was to develop a facility to private label pourable food products for start-ups to local and national supermarket chains and specialty stores.  First Independence Corp would work with startups and companies to provide services to assist with FDA setup, product testing, formulations, and UPC (Barcodes) specializing in pourable food products.

An S-1 was filed to take First Independence Corp public on April 11, 2012.

The attorney helping was Diane Harrison who was also the attorney for 6 of the last 9 mirrored shells.  The accountant helping was Peter Messineo who also did the books for all 10 of the mirror shells.

The plan was obviously just to get the shell public then to eventually pass it off to new ownership on paper so that the next stages of the insider enrichment scheme could take place.

 

Seed Shareholders

Just like with the other 9 mirror tickers, 3,000,000 shares were sold to a group of private seed shareholders after going public.  The shares cost those insiders $.0115/share.

 

Change of Control

As was easily predicted, First Independence Corp (FICF) never made any real progress with its forward looking business plan. 

Before the change in control took place, FICF had a brief change in CEO with Nigel G. Lindsay briefly taking over the babysitting role from Bruce O Pasquali on February 6, 2013.

Nigel G Lindsay was working as a manager for Wendys when he was given the role of CEO of FICF.  Prior to that Mr. Lindsay was an assistant manager at Taco Bell and a line cook at TGIF Fridays.

 

Merger / Acquisition

On May 3, 2013, FICF did an acquisition agreement with The CodeSmart Group, Inc.

The CodeSmart Group, Inc was a Nevada business entity just formed on October 3, 2012 by Ira Shapiro and Sharon Franey.

CodeSmart Group Inc and its shareholders are owners of CODESMART™.

CODESMART™ was developed by International Alliance Solutions LLC which is a Delaware business entity formed on December 14, 2010.  International Alliance Solutions LLC then transferred its assets into the CodeSmart Group Inc entity to be merged into the FICF shell.

CODESMART™ is a trade mark as you probably already guessed.  CodeSmart provides auditing and online auditing services in the field of ICD-10 medical coding in the nature of business review and analysis of medical coding in records for hospitals, doctor's offices, specialty clinics

CodeSmart also provides educational services, namely, conducting online training for new and existing medical coders and clinicians in the field of ICD-10 medical coding.

The two main CodeSmart websites are found here and here.

 

Terms of the acquisition agreement

1) Nigel Lindsay sold his 9,000,000 shares to CodeSmart who then immediately cancelled those shares.

2) 3,062,500 newly issued shares were given to the CodeSmart shareholders in exchange for 68.06% interest in the CodeSmart trademark and associated operations.

3) Nigel Lindsay resigned from all of his positions

4) Ira Shapiro became the new CEO and Chairman of FICF

5) Sharon Franey became the new COO and director of FICF

6) Both Ira Shapiro and Sharon Franey received an annual salary of $225,000

7) 168,750 shares were sold in a private placement for $270,000 ($1.60/share)

8) An 8:1 forward split was proposed.  This should take effect in the next 1 - 3 weeks

9) 320,381 of the seed shareholder shares went to Marc Wexler of NJ.  Marc Wexler is an interesting name to show up here.  He is part of Be Active Holding Inc and served as the CEO of JAVA after that merger.  See our JAVA research here.

10) 340,625 of the seed shareholder shares went to Fidelis Holdings LLC

11) 390,625 of the seed shareholders shares went to OmniView Capital LLC (Abraxas Discala aka AJ Discala).  Mr. Discala is a long time hedge fund / financier type player.

 

Public Offering?

I found a public offering (IPO) summary for CodeSmart Group Inc from August of 2012 even before the company had filed to be a Nevada business entity.  The offering was being done through CapitalDPO Inc.  See a link here.

The plan was to raise $10,000,000 through the sale of 5,000,000 shares at $2.00/share.

The odd part is that there is no Form D filing done with the SEC to register any stock for sale.  We do not know if any shares were sold without registration or not.

Since CodeSmart Group went with the merger/acquisition route instead of going public through and IPO it is probably safe to assume that the no shares were sold through the offering.

 

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Following the 8:1 forward split the share count will look as follows:

Authorized - 250,000,000 shares
Outstanding - 49,850,000 shares
Ira Shapiro - 11,400,000 shares
Sharon Franey - 11,650,000 shares
Other CodeSmart shareholders - 1,450,000 shares
Private placement shareholder(s) - 1,350,000 shares (costing $.20/share)
Marc Wexler - 2,563,048 shares (will be free trading at some point)
Fidelis Holdings LLC - 2,725,000 shares (will be free trading at some point)
AJ Discala - 3,125,000 shares (will be free trading at some point)
Other anonymous seed shareholders - 15,586,952 (free trading)

 

Early trading action

FICF was mentioned in chat today before the open because it was already showing some interesting signs that it could be a nice slow climber.  The links to NTRR, RBCC, OBJE, and others from this group of 9 mirrored tickers alone makes it worth following, but the way that market maker GLEN was hanging out dictating much of the price action gave it a sort of Seacoast Advisors type of feel.  GLEN seems to be the dominating market maker for all of the Seacoast tickers that have become long term slow climbers, most recently UBIQ.  Yesterday was FICF's first day of trading climbing from $3.20 to $3.55 on 22,450 shares traded. Today the price continued to slowly climb on low volume to $4.10/share.

 

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Conclusion

FICF definitely gives us lots of reasons to watch this ticker for possible price climbing action.  The way it has started traded ahead of the 8:1 forward split is interesting also.  Assuming the price stays in the $4.00 range it should reset to around $.50/share following the split.  From there with the share set up the way it is and all the other circumstances we'll have FICF on watch as a possible slow climber.  I'll continue to watch for other clues to support this possibility.  So far we have not seen a balance sheet for the new operations.  Knowing exactly what CodeSmart has to offer will help us determine what sort of value the ticker really deserves.

 

 

1Comment
  • bleeksano
    Posted at 03:32h, 21 May Reply

    Great report ND. The current price action has been bullish. Maybe they are trying to get people to buy in before the split?

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