North America Frac Sand Inc (NAFS)

[nodummy]

I was looking through the NAFS filings today. I found it interesting that one ticker could have 4 different name/symbols in a year and a half and was curious what was up here.

Didn't take but a split second to realize this was once New Found Shrimp (NFDS) which immediately make me think of Brian Kistler who can be linked to all sorts of colorful characters out of the Fort Wayne, Indiana area:

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=72543052

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=74965797

Sure enough Brian Kistler is still involved here. He recently filed a SC13D to show his ownership at 3,759,000 shares

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=10883068


So I started to take a look at the history of this ticker a little bit because I know they recently did a 1:100 reverse split and I was curious about what the float of the ticker might be and what sort of dilution threats might exist. What I found was extremely disturbing.

The 1:100 reverse split in June of 2015 made the new float only 567,612 shares.

As far as dilution threats go, NAFS has no convertible debt to worry about, but they do have some Series B Preferred Shares that can be converted into common stock (a dilution threat).

I noticed that since the recent 1;100 reverse split, 22 series B preferred shares were converted into 5,500,000 common shares (250,000 common shares for each preferred share). The filings tell us an unrelated third party received the shares making them free trading.

That makes the current float 6,067,612 shares as of November 6, 2015. Not terrible, but it is very disturbing that those series B preferred shares convert into so many free trading common shares so I checked the filings to see how many more convertible preferred shares exist.

As of November 6, 2015 there were still 76,131 series B preferred shares left to convert. At 250,000 common shares each those 76,131 series B preferred shares will convert into another 19,032,750,000 common shares. That gives the owners of these series B preferred shares essentially a lifetime of free trading stock to keep selling into the market through as many reverse splits as they can do to this Issuer.

That's just crazy. So now I'm curious. Who owns these series B preferred shares and how did they get them?


According to the 10K for 2012, the preferred shares were issued in 2012

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=9222182

8,400 Series B Preferred stock were issued to non-related parties for cash on July 10, 2012 at $2.50 per share. So a cash payment of $21,000 for 8,400 Series B Preferred shares.

76,268 Series B Preferred stock to non-related parties for conversion of notes payable and accrued interest on Sep. 27, 2012 at $2.50 per share. So 76,268 Series B Preferred shares issued to pay off $190,670 in debt.



So those shares were issued at a price of $2.50/preferred share. Since each preferred share converts into 250,000 common shares that means our "non-related parties" are getting 250,000 common shares at $2.50 a pop. That's $.00001/share regardless of what NAFS is currently trading at. Those 5,500,000 shares they got since the most recent reverse split cost them only $55.00 yet at the current market price of $.32/share, as I type this, those 5,500,000 shares are worth $1,760,000. Sickening.



What is even more sickening is that as I went through the filings I quickly learned that every single free trading share of stock to ever hit the market since December 28, 2012 has come via the conversion of that series B preferred stock. Here is a history of the float here since December 28, 2012:

On December 28, 2012, NAFS did a 1:50,000 reverse split.

The float was 6,288 shares on 12/28/2012 after the 1:50,000 reverse split.

During 2013 our "non-related parties" converted 21 shares of Series B Preferred stock into 5,250,000 shares of free trading common stock at $0.00001

So the float at the end of 2013 was 5,256,288 shares

During 2014 our "non-related parties" converted 515 shares of Series B Preferred stock into 51,505,000 free trading shares of common stock (a specially arranged discount of 59% so instead of 250,000 common shares per preferred share it was only 100,000 common shares per preferred share this time) meaning $.000025/share.

So the float at the end of 2014 was 56,761,288 shares

They did a 1:100 r/s in June of 2015

After the 1:100 r/s the float became 567,612 shares

Since June of 2015 they have already converted 22 more series B preferred shares into 5,500,000 free trading common shares a conversion ratio of $.00001/share.

So the float is currently 6,067,612 shares as of November 6, 2015.



Now the big question is who owns these shares?

According to the filings it looks like Brian Kistler and Robin Hunt.

The same Brian Kistler that if you go back and look at the S-1 filing when the Issuer (then known as New Found Shrimp) filed to go public is listed (along with several of his family members) as a seed shareholder

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8051042

According to that S-1 filing, Brian Kistler is the Uncle of the president/CEO, David R Cupp.

How can somebody be the Uncle of the CEO and be an "unrelated party"? I'm pretty sure they can't.

After going public, on May 8, 2012, NAFS (then known as New Found Shrimp) signed a Consulting agreement with a company called Raven Holdings Inc. The agreement called for NAFS to pay $90,000 upfront for future services that Raven Holdings would provide which was paid in the form of Promissory Note. Signing for Raven Holdings Inc was Andrew Godfrey.

https://www.sec.gov/Archives/edgar/data/1409253/000138038912000041/ravenconsulting_agrmt.htm

NAFS also signed a consulting agreement with Apollo Holdings Ltd on the same day, May 8, 2012. Same deal $90,000 payment up front for future services to be paid in the form of a Promissory Note. Signing for Apollo Holdings Ltd was Robert Bandfield.

https://www.sec.gov/Archives/edgar/data/1409253/000138038912000041/apolloconsulting_agrmt.htm

Andrew Godfrey and Robert Bandfield ran a money laundering operation out of Belize. They basically offered a service that they would set up entities for US citizens in offshore locations so that the US citizens could remain anonymous as a way to avoid paying taxes on the money they were making in the United States. Godfrey and Bandfield's service almost exclusively focused on money laundering through penny stocks. You can learn more about this operation which got busted in the Summer of 2013 in the following report:

http://promotionstocksecrets.com/500-million-belize-penny-stock-manipulation-ring-shut/

So Andrew Godfrey and Robert Bandfield didn't really control Raven Holdings and Apollo Holdings. They were simply nominees used to hide the true owners which almost definitely was Brian Kistler and Robin Hunt.

That $180,000 in Promissory Notes owed to Raven Holdings and Apollo Holdings plus $10,670 in interest the two Notes earned between May 8, 2012 and September 27, 2012 was paid off by issuing 76,268 Series B Preferred shares.

Kistler and Hunt have been using their Series B Preferred shares as their own personal ATM in this insider enrichment scam ever since.

3,750,000 of the 5,500,000 free trading common shares created since the last Reverse split through the conversion of those Series B Preferred shares went to Brian Kistler.

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=10883068

Almost certainly the other 1,750,000 shares went to Robin Hunt.




But if you go back to my old research you will see that Kistler has been doing this a long time now (using tickers for his own person enrichment).

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=72543052

Kistler has been involved in the following tickers:

Advanced Content Services (ADCS)
Pine Ridge Holdings (PINR)
Mike The Pike Productions, Inc. (MIKP)
Titan Holding Group Inc (TTNH)
Freedom Energy Holdings Inc. (FDMF)
Enzyme Environmental Solutions, Inc (EESO)
Powder River Coal Corp. (POWD)
New Found Shrimp, Inc. (NFDS)
Quintana Gold Resources Corp (QGRC)
Revenge Designs (RVGD)
Innovate Building Systems Inc (INBD)
Xterra Building Systems Inc (XTRR)
Agora Holding (AGHI)
New Wave Holdings Inc (NWAV)


Kistler's nephew, David R. Cupp, was previously involved with Kistler in:

Titan Holding Group Inc (TTNH)/Powder River Coal Corp. (POWD)

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7422811


Kistler's friend, Robin Hunt was previously involved with Kistler in:

Titan Holding Group Inc (TTNH)/Powder River Coal Corp. (POWD)
Agora Holding (AGHI)
Freedom Energy Holdings Inc. (FDMF)



In FDMF, Kistler also used Raven Holding Inc to issue free trading stock to himself secretly despite being the CEO.

Clifford J Hunt shows up as the legal counsel for nearly every Brian Kistler ticker listed above.



It will be interesting to see if Kistler runs any kind of pump&dump on NAFS. One thing is for sure though. Every single new free trading share that enters the market is going to be going through the dirty hands of Brian Kistler and Robin Hunt first.... shares they received for just $.00001/share.