ViviCells International Inc (VCII)

[nodummy]

History of ViviCells International, Inc. (VCII)

http://www.reuters.com/finance/stocks/chart?symbol=VCII.PK

Florida Business Entity #650596319
Formed on 7/7/95 as Kenwick Inc.

http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&inq_doc_number=P95000053188&inq_came_from=NAMFWD&cor_web_names_seq_number=0004&names_name_ind=N&names_cor_number=&names_name_seq=&names_name_ind=&names_comp_name=VIVICELLS&names_filing_type=

7/30/98 Kenwick Inc. changed it's name to Kenwick Industries Inc.

11/18/99 Kenwick Industries Inc registered it's securities with the SEC and started out on the OTC-BB

http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001075055&type=&dateb=&owner=include&count=40

6/12/02 Kenwick Industries Inc. de-registered it's securities moving it off the OTC and onto the Pink Sheets (this is the last filing that has ever been done by this company with the SEC)

8/13/03 Kenwick Industries Inc. changed it's name to Southern California Beverage Corp

http://www.sunbiz.org/pdf/%5C0021232.pdf

9/5/03 Kenwich Industries Inc (KWIN) changed it's symbol to (SBVG) and did a 1-150 reverse split (no filings were done with the SEC)

http://www.otcbb.com/asp/dailylist_detail.asp?d=09/04/2003&mkt_ctg=NON-OTCBB

9/8/03 Southern California Beverage Corp filed a Reg D

http://www.sec.gov/cgi-bin/browse-edgar?company=Southern+California+Beverage+Corp&match=&CIK=&filenum=&State=&Country=&SIC=&owner=exclude&Find=Find+Companies&action=getcompany

9/10/03 Southern California Beverage Corp changed it's name to Tropical Beverage Inc. and changed it's officers to Chris Lotito and Mark Millsap:

http://www.sunbiz.org/pdf/%5CH027254.pdf

9/15/03 Southern California Beverage Corp (SBVG) changed it's symbol to (TPBV) (no filings done with the SEC)

http://www.otcbb.com/asp/dailylist_detail.asp?d=09/12/2003&mkt_ctg=NON-OTCBB

Tropical Beverage put out several pay to print press releases over the next 4 years always pumping the company but rarely giving any details

This is interesting - 3/31/04 when and amendment was filed with the state of Florida raising the number of authorized shares the attorney that signed the letter was Michael Spadaccini. He is the same lawyer that was involved in the US Wind Farming scandal in 2006 with Raymond J. McNamee. Michael Spadaccini registered several of the businesses entities that were used to sell unregistered shares to the public to make money off the scam. He himself was gifted unregistered shares to sell.

http://www.sunbiz.org/pdf/70497247.pdf

http://www.sec.gov/litigation/litreleases/2006/lr19802.htm
http://www.sec.gov/litigation/complaints/comp19311.pdf
http://www.sec.gov/litigation/complaints/2006/comp19802.pdf

Chris Lotito filed a news release saying he had hired Michael Spadaccini to get the company fully reporting (which obviously never happened)

http://www.allbusiness.com/legal/legal-services-lawyers/5597945-1.html

No 2004 annual report was filed and the company went into bad standing with the state of Florida.

10/28/04 they filed to have the company reinstated again.

http://www.sunbiz.org/pdf/70296997.pdf

11/1/04 Tropical Beverage Inc. filed a Reg D: (don't really get the misspelled name or the late date of the filing)

http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001307698&owner=exclude&count=40

11/10/04 Tropical Beverage Inc. put out a press release saying it was teaming up with Nutmeg Group Inc. (who was paying them $1,000,000) to expand and get back on the OTC exchange: (they never filed anything and never got back to the OTC)

http://www.allbusiness.com/marketing-advertising/marketing-techniques/5546258-1.html

The company failed to file it's 2006 annual report and went into bad standing again in the state of Florida.

During the next 2 years press releases continue to go out for the company. They have some legal issues with Nutmeg Group Inc who accuses them of frauded investors with false statements/press releases while giving themselves lots of unreported shares which were then sold through other business entities and the money kept in separate bank accounts away from the Tropical Beverage Inc books.

http://siliconinvestor.advfn.com/readmsg.aspx?msgid=22137405

http://www.allbusiness.com/legal/legal-services-litigation/5379249-1.html

Looks like the case was suspended/terminated pending bankruptcy by the Tropical Beverage Inc.

http://www.legalmetric.com/cases/securities/ilnd/ilnd_106cv01011.html#s29

5/15/07 they filed to be reinstated

4/21/08 a merger was filed between Tropical Beverage and ViviCells International Inc from Illinois

http://www.sunbiz.org/pdf/00099568.pdf

5/9/08 Tropical Beverage Inc., (TPBV) changed it's symbol to (VCII) and did a 1:140 reverse split (no filings were done with the SEC)

http://www.otcbb.com/asp/dailylist_detail.asp?d=05/08/2008&mkt_ctg=NON-OTCBB

No 2009 annual report was filed and the company went into bad standing again in the state of Florida

10/19/2009 they filed to be reinstated

http://www.sunbiz.org/pdf/61892644.pdf

May 5, 2010 Cord Blood America, Inc. executed and funded a Debtor-In-Possession loan agreement with ViviCells International, Inc. a Florida corporation (“Vivi”), NeoCells, Inc., an Illinois corporation, and AdultCells, Inc., an Illinois corporation, (jointly and severally referred to as the “Subsidiaries”). This loan was done in conjunction with the Company's preparation as a co-proponent of a Plan of Reorganization under the United States Bankruptcy Code, pursuant to which the Company proposes ultimately hold 95% of the outstanding shares of Vivi and thereby acquiring its business and assets, in exchange for the issuance of up to 75.6 million shares of restricted Company common stock. Pursuant to the terms of the Debtor-in Possession Loan Agreement t he Company loaned Vivi the principal amount of $200,000. The loan carries interest at 10% per annum, with principal and all accrued interest all due and payable on March 15, 2011. The debtor in this agreement and its two subsidiaries, each pledged all their assets and business to secure the loan, and agreed that the loan would have senior security status.

http://www.sec.gov/Archives/edgar/data/1289496/000135448810002658/cbai_10q.htm

9/24/10 they went back into bad standing again in the state of Florida for not filing the 2010 annual report

They are currently an inactive business entity in the state of Florida

They are not currently in good standing in the state of Illinois either.



No filings were ever done with the SEC since 2001 despite 3 name changes and 3 symbol changes

Both Chris Lotito and Raymond J. McNamee were involved in the PTRZ scam and that's what led me to the ViviCell International, Inc. forum. I was just looking for any additional information that could be found.