17 Sep Pacific Clean Water Technologies Inc (PCWT) – updated stock research report
Today, during the last 45 minutes of trading, Pacific Clean Water Technologies Inc (PCWT) saw a sudden price drop and huge surge in volume. Prior to today PCWT only traded 2,500 shares at $.30/share on 7/30/13. Suddenly at just 3:13 pm, PCWT started to see volume and the price was quickly dropped to $.10/share. We spotted the drop instantly in the chat room and soon after alerted our members in a text message. At first it was just some small blocks going through but as more and more interested started to build in PCWT, the blocks got bigger and bigger always pushing the price back down to the $.10/share range. The stock closed with a little slide down to $.087/share.
This was pretty much text book price action for an Awesome Penny Stock ticker the day before a promotion. Sure enough in the middle of all the crazy price action, Awesome Penny Stocks and Victory Mark both put out emails that they would be announcing a new pick soon. All signs point to that pick being PCWT tomorrow morning. We do have to caution though that since Awesome Penny Stocks/Victory Mark has become such a dysfunctional mess with increasing numbers of fake outs and money grabs and now their latest pick getting suspended just 3 days into the promotion, there is no guarantee that PCWT will end up being the APS/VM pick tomorrow morning. Whether PCWT does ultimately end up being the APS/VM pick in the morning or not, everybody will expect it to be the pick and for this reason, at the very least, PCWT should end up being a good speculation play for traders that got in at or near the low today.
PCWT did not just suddenly appear out of the blue. It is a ticker we had already linked to some of the APS/VM insiders. We did our first research report on December 11, 2012 and a follow up report on April 5, 2013.
The following is a re-post of all of our past research with some updates included.
UnSeen Solar Inc (UNSN) was taken public by Abby L. Ertz, wife of Andrew Coldicutt (PWEI, VLNX, BLEW, ADMC, CDOI, WIIM). Just her close connection to the Coldicutt family automatically puts any shell she is associated with under close scrutiny to be used for shell games.
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)
CDOI got promoted by APS on July 11, 2011.
VLNX got promoted by APS on August 16, 2013 just to become a 1 day money grab. See our VLNX report here.
PWEI got promoted by Victory Mark in October of 2012 then got re-pumped by APS and VM starting on September 12, 2013 just to get suspended by the SEC on September 17, 2013. See our PWEI research report here.
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 some of his legal work - 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.
If the close connection to the Coldicutt family wasn't enough reason to put PCWT on watch, PCWT completed a 40:1 forward split. Since all of the stock was still insider owned this is nearly a guaranteed sign of a future pump&dump in the making.
At the very least it gives us plenty of reason to take a closer look at the shell.
On March 10, 2010, Unseen Solar, Inc filed an S-1 to go public as an entity that had yet to establish any real business operations (only forward looking business plans). Since the entity was only just created 3 months earlier on January 8, 2010 there is certainly plenty of reason to suspect that the shell was set up as a vehicle for some future shell games.
77 year old Dr. Edward F Myers II was placed as the sole officer and director of the Unseen Solar Inc shell during this time. Dr. Myers was given 2,000,000 shares at a cost of $5,000 ($.0025/share).
Dr. Edward F Myers II had a background in Psychology, nuclear physics, real estate, and financing. This jack of all trades allegedly also had a provisional patent related to the solar energy industry which he assigned to the Unseen Solar Inc shell.
On January 12, 2010 the Company's President and major shareholder, for the amount of $1.00 assigned all his rights in a Provisional patent EFS ID 5425605 titled "Unseen Solar" to Unseen Solar, Inc. This Provisional patent is valid until May 29, 2010. Dr. Myers has subsequently assigned all his rights in an additional provisional patent EFS ID 61347235 to Unseen Solar, Inc. It is the Company's intention to use a portion of the proceeds of this offering to file for a conventional patent on this invention.
The S-1 filing goes on to explain how the idea for UnSeen Solar came to be:
In 1980 Dr. Myers ("the Inventor") was deciding what type of solar heating system to use on the swimming pool in his backyard. The typical pool solar at that time was tubes of black plastic on the house roof on the side facing the sun. In the inventor's case this was the side facing the street. The Inventor's wife did not like the appearance and stated that the only solar system to be allowed was one that could not be seen, hence the development of this product.
And the plan to take this idea and make it something real:
PROPOSED PRODUCT OVERVIEW The Unseen Solar swimming pool heating system creates a blend of green energy harvesting while maintaining your home aesthetics. Our proposed product heats swimming pools while hiding the system's components underneath tile roofs leaving rooftops free of unsightly hardware. Homeowners not only get the benefit of a heated pool while saving on energy costs but they get to preserve their home's appearance in the process. How it works: 1. Install the Unseen Solar Pool Heating System in your tile roof. The Unseen Solar Pool Heating System is specifically designed to fit in the contours of a traditional tile roof. 2. Pool water is pumped through copper & plastic lines embedded under the roof tiles and attic area. 3. The Sun heats up the roof tiles and transfers the heat to the Unseen Solar heating system. 4. Warmer water is then cycled back into the swimming pool. Pool water is heated to 78(degree)F - 84(degree)F.
The UnSeen Solar website can be seen here.
More on Edward F Myers II
Turns out the Edward F Myers II is an "inventor" with lots of unproven provisional patents (yet to be approved patents) under his name.
Edward F Myers II has a son, Edward F Myers III who has been involved with publicly traded shells. A favorite attorney of his is Karen A Batcher and a favorite CPA is Chang G Park (same CPA used for Unseen Solar Inc).
Ads In Motion (ADSO) is a shell that Myers III took public in 2008 that has yet to start trading.
The father son duo teamed up together on FreeFlow Inc which is currently waiting for a trading symbol. Myers III is a major shareholder in the shell. Myers II sold the shell a provisional patent to use for its forward looking business operations. S Douglas Henderson (who was also an officer for ADSO) is currently acting as the CEO to take the shell public. With FreeFlow Inc, Karen Batcher was once again called to duty.
The Coldicutt/Myers connection
The president and founder of the Caroline Victoria Coldicutt Arts Foundation is Elizabeth Coldicutt. The very same Elizabeth Coliductt named in SEC litigation with her husband, Thomas, for running a shell factory scheme. Sitting on the Board of Directors for the Foundation is Thomas D. Coldicutt Jr., father of Andrew Coldicutt and husband of Elizabeth Coldicutt. The foundation was created in honor of Caroline Victoria Coldicutt who died tragically at the age of 17.
Among many other sponsors for the Foundation includes Karen Batcher, Gottbetter & Associates, Elizabeth Coldicutt, Thomas Coldicutt, Andrew Coldicutt, Linda Farrell and Christopher Greenwood (who were both also named in the SEC litigation), Carmine Bua (former favorite legal counsel of Myers and Coldicutt), and several seed shareholders for ADSO including Trish & David Alpert, Gary Ciccozzi, Robert Bradley, Maureen Brogan, Adrienne Humphreys, Jean-Emmanuel Renoir, Michan & Andre Padovani, and Nonie Augereau.
Turns out that Andrew Coldicutt, Elizabeth Coldicutt, Linda Farrell, and Christopher Greenwood are also seed shareholders for the Edward F Myers ADSO shell.
Going back even further, Edward F Myers and his wife, Betty, acted as the majority shareholders of Up & Down Video Inc. The sole officer/director of Up & Down Video Inc when it filed to go public back in 2004 was Andrew Coldicutt. Legal Counsel for Up & Down Video Inc was Karen Batcher. The shell never reached public trading status.
Edward F Myers III, Edward F Myers II, Thomas Coldicutt, Andrew Coldicutt, and S Douglas Henderson were all officers and shareholders together in Air Test Technology Inc (now known as Visual Frontier Inc) back in 2001. Legal counsel for this shell was Carmine Bua.
It is very interesting how close this group has stayed even after more than 12 years.
Back to Unseen Solar Inc - Going Public
The S-1 filing for Unseen Solar Inc was approved on July 6, 2010 and the company was given the trading symbol UNSN.
1,000,000 shares of UNSN stock were then sold to 26 unnamed private investors for $.02/share for net proceeds of $20,000.
Over the next 21 months no progress was made with the company's business operations. By April 30, 2012, cash was down to just $127 and several small loans were already taken out by the shell from Edward F Myers II. It was time to take the next steps for this shell.
Change of Control/Change in Business Operations
On May 9, 2012, Edward F Myers II stepped down and Martin Pastoriza Ramos became the new president/CEO/CFO of the UNSN shell. Mr. Ramos is a Philippines citizen.
On August 30, 2012, Martin Pastoriza Ramos signed a share exchange agreement with Western Water Consultants, Inc, a California based entity incorporated in 2004.
As part of the share exchange agreement, the Western Water Consultants Inc shareholders received 4,500,000 shares of UNSN stock, Martin Pastoriza Ramos resigned, and Craig S. McMillan (CEO/secretary) and Steve W. Roussin (president/CFO) were appointed as the new officers/directors of the UNSN shell. The new legal counsel helping with the share exchange agreement was Greenberg Traurig, LLP. APS has used Greenberg Traurig LLP several times to help execute the acquisition agreements for they shells the secretly control.
The share exchange agreement officially closed on November 13, 2012.
The 4,500,000 shares were split evenly between Craig S. McMillan and Steve W. Roussin (2,250,000 shares each).
More about Western Water Consultants Inc
Western Water Consultants Inc is engaged in the business of creating and operating water treatment programs for major manufacturers, oil and gas refiners, and the food and beverage industries. Western institutes programs that help conserve water use, energy use, and capital equipment costs. Western currently operates throughout the southwestern portion of the United States.
According to financial reports filed by UNSN, Western Water Consultants Inc had revenues of $2,290,463 for the year ending December 31, 2011. Overall after operating costs, the company showed a net profit of $270,875 for the year. The company carries very limited debt.
89% of those revenues came from 4 major customers. Western Water Consultants has 5 full-time employees and 1 part-time employee. One of the full-time employees is Bonnie Schamm.
Both McMillan and Roussin get paid $240,000 annually.
The company rents 2 office suites in the Regus Business Center in Irvine, California.
westernwater.us will be the future website for Western Water Consultants Inc of California. The website is currently under construction and any changes to the website could signal market awareness for the stock being near.
On November 21, 2012, UNSN did an authorized share increase to 500,000,000 authorized shares.
Then on December 6, 2012, UNSN did a 40:1 forward split (technically a stock dividend giving the holder of each share of UNSN stock 39 new shares).
Following the 40:1 forward split the share structure will look as follows:
Authorized - 500,000,000 shares
Outstanding - 300,000,000 shares
Craig S McMillan - 90,000,000 shares (restricted)
Steve W Roussin - 90,000,000 shares (restricted)
Edward F Myers II - 80,000,000 shares (???) - purchased for $.0000625/share
9 - 26 unnamed seed shareholders - 40,000,000 shares (free trading) - purchased for $.0005/share
Just a couple of hours after finishing our December 11, 2012 report UNSN did a name and symbol change to Pacific Clean Water Tech Inc (PCWT).
New Website was made available but at this time was still being built: pacificwatergroup.com
Since the domain was first registered on October 11, 2011 and a Nevada business entity was created by the name Pacific Clean Water Technologies Inc on December 14, 2011, it looks like Craig McMillan and Steve Roussin have been planning on taking their water treatment company public for quite some time.
Issues with their filings
Since the December 11, 2012 report, the most noteworthy event besides the new 3:1 forward stock dividend is that PCWT has had to restate their 10K filing from 2011 three times and they have had to restate their acquisition agreement with Western Water Consulting two times.
All of the restated filings appear to have been done because of "typographical errors" made by the accountant, Chang Park.
The 3:1 forward stock dividend
With the 3:1 forward stock dividend which took place on Monday, April 8, 2013, the new share count following the 3:1 dividend look as follows:
Authorized - 500,000,000 shares
Outstanding - 900,000,000 shares
Craig S McMillan - 270,000,000 shares (restricted)
Steve W Roussin - 270,000,000 shares (restricted)
Edward F Myers II - 240,000,000 shares (???) - purchased for $.00002/share
9 - 26 unnamed seed shareholders - 120,000,000 shares (free trading) - purchased for $.000167/share
While getting their filings in order, the Pacific Clean Water Technologies Inc website was completed. The pacificwatergroup.com domain now forwards to pacificcleanwatertech.com. See the website here.
Phillip E. Koehnke
Showing up authoring the filings for PCWT since the agreement was signed with Western Water Consulting Inc is attorney Phillip E. Koehnke of Encinitas, California (LUMP, MDBX, CGHC, AVTC, DRGN, MXSG (officer), QOIL (officer), Advanced Mineral Technologies Inc (revoked by the SEC), AMT Group Inc (revoked by the SEC)).
Phillip E Koehnke is also a registered broker working through Scottsdale Capital and its clearing firm Alpine Securities. He worked closely beside now banned broker, Joseph Padilla. Scottsdale Capital has been linked to several paid promotions and cited in SEC litigation on more than one occasion. See our BIZM bread crumb report for more details. We believe Joseph Padilla is now secretly involved in a new brokerage/clearing firm in Panama called Sterling Securities Group.
At this point I have to assume that Phillip E Koehnke is doing some legal work for PCWT or is somehow involved in helping with the paper clearing for the insiders (possibly linked to Awesome Penny Stocks).
More about Pacific Clean Water Technologies Inc
As was already mentioned in our earlier report, Pacific Clean Water Technologies Inc is the result of the merging of Western Water Consultants Inc.
According to the financial report filed by PCWT for the period ending December 31, 2011, Western Water Consultants Inc had revenues of $2,290,463 for the year ending December 31, 2011. Overall after operating costs, the company showed a net profit of $270,875 for the year. The company carries very limited debt.
According to the financial report filed by PCWT for the period ending September 31, 2012, Western Water Consultants Inc had revenues of $2,186,350 for the first nine months of 2012. Overall after operating costs, the company showed a new loss of $74,267. Western Water Consultants has a good balance sheet especially with sales growing.
So far for the first 6 months of 2013, PCWT shows $1,307,515 in revenues for the first 6 months of 2013.
Pacific Clean Water Technologies having an actual business with actual revenues does present a new angle for this possible future Awesome Penny Stock promotion. Assuming the revenues are real, it probably reduces the risk of PCWT being a suspension threat because there won't be as much of a need to lie about business operations to sell shares. That means if PCWT ends up getting promoted by Awesome Penny Stocks then suspended by the SEC the suspension probably has more to do with illegal share sales and other illegal activities being initiated by Awesome Penny Stocks. This would suggest that regulators are conducting an active investigation into Awesome Penny Stocks. This would also pose the question why Craig S. McMillan and Steve W. Roussin would get involved in such an obvious pump&dump ticker.
PCWT hired an Investors Relations Manager from Coldicutt's hometown of San Diego, Marcus Martinez (who this afternoon deleted his LinkedIn page). Marcus Martinez is a San Diego State University graduate.
Pacific Clean Water Technologies Inc (PCWT) now has a real business operation, but that doesn't mean it won't become a paid promotion ticker in the future. There are 120,000,000 free trading seed shareholder shares that are probably now controlled by APS insiders as well as 240,000,000 shares once held by Edward Myers II (close friend to the Coldicutt family) that quite possibly have been made free trading and split up amoung APS insiders. With the obvious connections to the Coldicutt family, Phillip Koehnke, and a free trading share count between 120,000,000 - 360,000,000, PCWT should be on everybody's watch list. We had the ticker on our list of tickers to watch for a future paid promotion since December 11, 2012.
The end of day trading activity was text book Awesome Penny Stocks and will now have everybody expecting APS to announce PCWT as their next pick tomorrow morning. With PWEI getting suspended this morning it makes sense that they would quickly shift their focus onto another ticker controlled by some of the same insiders.