Tuesday, November 08, 2011 11:52:17 PM
MILV - way too much artificial sweetener in this natural medicine stock.
I've noticed this stock rising on daily press releases, lots of paid promotions, and tons of social media and message board hype over the past couple of weeks.
I haven't had time to look to see what all the hype was about, but tonight I decided to take the time to see why this non-SEC flier is getting so much attention and if the attention is justified.
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A little background on MILV:
MILV started out in the mining industry in 2006
On February 9, 2006, MILV purchased the rights to mine the Gold Bug Project from John Xinos for 13,500,000 (post forward split) shares. John Xinos would also acquire 13,500,000 (post forward split) shares through a stock warrant agreement.
The results of the initial exploration work on the property showed that there were no identifiable economically viable deposits of precious metals on the property. Because of these disappointing results, MILV abandoned the property transferring ownership of the claim to Lloyd Christopher Brewer.
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In the Fall of 2007, MILV changed its focus to the wireless service industry.
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On September 4, 2007, MILV signed a subscription agreement with Ludwig Holdings Limited to issue Ludwig Holdings Limited 2,000,000 shares for the price of $1,000,000.
http://www.sec.gov/Archives/edgar/data/1329944/000121152407000363/exhibit10i.htm
Ludwig Holdings Limited is owned by Steve Drayton.
Ludwig Holdings Limited's address is World Trade CTR 10 RT De Airport PO Box 1215 Geneva 15 Switzerland
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According to the 10K for the year ending December 31, 2007 the $1,000,000 was received on the date of the signing of the subscription agreement (September 4, 2011):
On 4 September 2007, the Company received $1,000,000 as payment for a share subscription for 2,000,000 shares at a price of $0.50. As at 31 December 2007, the common shares related to this subscription have not yet been issued.
So where did the $1,000,000 go?
The $1,000,000 was used as a bridge loan issued to CypherEdge Technologies Inc (James Linkous and John Xinos) as part of an asset purchase agreement:
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=5515848
On September 7, 2007, we entered into a purchase agreement with CypherEdge Technologies, Inc., all of the holders of stock of CypherEdge Technologies, James Linkous and John Xinos, whereby we have the right to acquire all of the issued and outstanding shares of common stock of CypherEdge Technologies Inc. in consideration for the issuance of 83,000,000 shares of common stock of our company to the holders of the stock of CypherEdge Technologies.
On September 7, 2007, we entered into a bridge loan agreement with CypherEdge Technologies Inc. whereby we agreed to loan CypherEdge Technologies the sum of $1,000,000 to be paid within 10 days of the closing of the purchase agreement. The bridge loan agreement is secured by a security agreement dated September 7, 2007 with CypherEdge Technologies Inc., whereby CypherEdge Technologies grants to our company a security interest in all of CypherEdge Technologies’ right, title and interest in and to all of CypherEdge Technologies’ personal property and assets as set forth in the security agreement. As of the date of this current report, we have advanced $975,000 under the bridge loan.
Interesting that John Xinos was one of the two shareholders of CypherEdge Technologies Inc and John Xinos was also the CEO of MILV at the time the agreement was signed.
MILV never was paid back the $1,000,000 by CypherEdge Technologies Inc. MILV terminated the agreement with CypherEdge Technologies Inc some time in 2010. CypherEdge Technologies Inc never got the 83,000,000 MILV shares. MILV no longer owns the CypherEdge Technologies Inc assets and it is unknown if MILV will ever get whatever amount of money is still owed to them.
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In January of 2008, MILV entered the medical billing industry by signing an agreement with Paivis Corp (PAVC) and Trustcash Holdings Inc (TCHH)
On January 30, 2008, the Company entered into an agreement with Trustcash Holdings, Inc. ("Trustcash") and Paivis, Corp. ("Paivis") whereby the Company agreed to finance, on a best efforts basis, a minimum of $2,000,000 but no more than $7,000,000 of the financing required by Trustcash under a Definitive Agreement and Plan of Merger between Trustcash and Paivis dated December 20, 2007, as amended February 5, 2008. The Company further agreed to provide interim financing to both Paivis and Trustcash of at least $150,000 to cover costs associated with the prospective merger and general working capital of which $25,000 had been provided as of March 31, 2008.
http://www.sec.gov/Archives/edgar/data/1329944/000121152408000146/exhbit10iii.htm
http://www.sec.gov/Archives/edgar/data/1329944/000121152408000146/exhibit10iv.htm
The Plaivis and Trustcash transactions did not consummate and that agreement also fell apart. Before the agreement fell apart, John Xinos resigned as the CEO of MILV:
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=6060334
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In February of 2008, MILV also signed a new loan agreement with Ludwig Holdings Limited for $50,000 bringing the total owed to Ludwig Holdings Limited to $150,000
http://www.sec.gov/Archives/edgar/data/1329944/000121152408000146/exhibit10v.htm
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There is something very interesting about MILV doing an agreement with Trustcash Holdings Inc.
Back in June of 2007, Trustcash Holdings Inc also signed a subscription agreement with Ludwig Holdings Limited for 500,000 shares at a cost of $1.00/share for proceeds of $500,000.
The Company entered into a Registration Rights Agreement with (i) Ludwig Holdings Limited (“Ludwig”), which purchased 500,000 shares of common stock pursuant to the private placement undertaken by the Company in connection with its acquisition of Trustcash, LLC,. Pursuant to the Registration Rights Agreement, we have agreed, among other things, to use our reasonable best efforts to (i) file a registration statement with the Commission with respect to the resale of the 500,000 shares of common stock within 180 days after the closing date of the Purchase Agreement, and (ii) have such registration statement declared effective within 270 days after the closing date of the Purchase Agreement or 30 days after the Commission issues a “no review” letter. If the Company does not comply with these obligations, subject to limitations set forth in such Agreement, the Company will be required to issue penalty warrants entitling the
beneficiaries of such agreement to purchase additional shares of the Company’s common stock equal to one-half of one percent (0.5%) of the number of shares of common stock registrable under the registration statement, for each 30 day period the Company is in default. Although we are currently in default of the terms of the Registration Rights Agreement, Ludwig on full exercise of its warrant, would be considered a non-affiliate that might freely trade their shares pursuant to the safe harbor provided by Rule 144. Ludwig has not served notice on the Company of default under the Registration Rights Agreement.
http://www.sec.gov/Archives/edgar/data/1157688/000122150807000056/ex4_1subagreement.htm
The president, CEO, CFO, and Director of Truthcash Holdings Inc at the time the agreement was signed was long time MILV CFO, Kent Carasquero.
The address of Truthcash Holdings Inc at the time the agreement was signed was the same exact address that MILV used from the time of inception through 2010:
325-3495 Cambie Street
Vancouver, British Columbia V5Z 4R3
TCHH also borrowed money from Ludwig Holdings Limited on more than one occasion.
TCHH terminated its registration with the SEC in December of 2008.
http://www.sec.gov/Archives/edgar/data/1157688/000121152408000342/trustcashform15.htm
At the time of the Form 15 filing, TCHH still had under 100,000,000 outstanding shares.
TCHH never did any OTC filings. The authorized share count got raised to 7,500,000,000 and the stock got diluted to death right down to no bid. I have a feeling that Ludwig Holding Limited played a very big roll in the death of that stock.
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In August of 2008, Kent Carasquero who was now the acting CEO of MILV filed a Form 15 to terminate the registration of MILV stock:
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=6105582
MILV then changed its focus to the development of mobile phone applications.
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The more current history and some huge dilution threats:
By June of 2010, Jeffery Smuda had taken over as the CEO and MILV was moved from the British Columbia address to the address of its resident agent in Nevada.
No explanation is given as to how the change of control took place, but the annual report for 2010 shows that the old management and insiders were handsomely paid before leaving.
Two HUGE share payments were done during 2010.
105,000,000 restricted shares were issued in 2010 towards $189,000 in services to past management at a price of $.0015/share.
Those 105,000,000 shares issued for $189,000 of services are now worth $12,705,000.
The $12,705,000 question is who owns those 105,000,000 shares (John Xinos or Kent Carasquero) and when do they become unrestricted?
200,000,000 share were issued to Ludwig Holdings Limited towards that 2007 subscription agreement at a cost of $.005/share for a total price of $1,000,000.
The subscription agreement was for 2,000,000 shares yet Ludwig Holdings Limited ended up getting 200,000,000 shares instead.
Those 200,000,000 shares are now worth $24,200,000.
Those 200,000,000 shares are free trading. As confirmed by the annual report for 2010.
On December 31, 2009 there were 42,450,000 shares outstanding of which 40,110,000 shares were free trading.
On December 31, 2010 there were 347,450,000 shares outstanding of which 245,110,000 shares were free trading.
The $24,200,000 question is how many more shares does Ludwig Holdings Limited have to dump?
Back on June 4, 2010 right after those shares were issued, MILV participated in a big pump&dump campaign.
MILV announced that they had signed a LOI to acquire the assets of Tech World Capital Inc
http://ih.advfn.com/p.php?pid=nmona&article=43106032
The stock price shot up from $.014/share to almost $.057/share over the next week on fairly heavy volume. Then on June 17, 2010, MILV announced that the agreement was terminated:
http://ih.advfn.com/p.php?pid=nmona&article=43270928
Volume died down. Every once in a while there was some dumping done and the stock price would quickly fall. The periodic selling stopped in April and the stock recovered back up to $.02/share were it hovered between $.02/share and $.03/share until the recent events.
At most Ludwig Holdings Limited might have dumped maybe 25,000,000 shares up until October of 2011.
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Present day - pumping madness - ridiculous press releases:
On October 20, 2011 Mistral Ventures Inc (MILV) announced that it had done a share exchange with Nature's Bioceuticals, Inc.
Nature's Bioceuticals, Inc exchanged 100% of their shares for 652,780,600 common shares of Mistral Ventures Inc (MILV).
Since Nature's Bioceuticals, Inc had 4,471,100 outstanding share that translated into 146 shares of MILV stock for each share of Nature's Bioceuticals, Inc owned.
Since the price of the MILV stock on October 17, 2011 was $.028/share, MILV paid $18,277,856.80 worth of stock for the acquisition of Nature's Bioceuticals, Inc.
Prior to the acquisition, MILV had 347,450,000 outstanding shares. Following the acquisition MILV had 1,000,230,600 outstanding shares.
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Ridiculous Daily Press Releases:
The Nature's Bioceutricals, Inc. acquisition was followed by almost daily press releases each one more amazing sounding than the last. The press releases always leave out details and verifiable information and always tout unrealistic and misleading revenue predictions
10/27/11:
"Nature's Bioceuticals, a wholly owned subsidiary of Mistral Ventures Inc. (MILV.pk) announced that it has reached an agreement with the inventor of a spectacular cold and flu medicine that has been in development for many years..... The company has the potential to capture 3% of the US market within a 3 year period, which would potentially generate over $100,000,000 in revenues for the company."
10/28/11:
"Nature's Bioceuticals, a wholly owned subsidiary of Mistral Ventures (MILV.pk), has entered into the $8.4 billion market chronic obstructive pulmonary disease market (COPD) with the completed acquisition of a ground breaking Breathing Formula. This all natural, non-synthetic, medicine was developed for the treatment of COPD, the two most common forms of which are Emphysema and Chronic Bronchitis. We believe that there is no other product currently available that can achieve the same results....If the product is marketed under DSHEA we expect revenues to exceed $12 million year one during ramp up and $40 million year two as we gain market share."
10/28/11:
"Nature's Bioceuticals, a wholly owned subsidiary of Mistral Ventures Inc. (MILV.pk) announced that it has come to an agreement for the purchase of the newly formulated Sinus-Restore Sinus Relief Formula. Nature's has tendered a deposit against formal closing, which is expected within 3 weeks. At the request of the inventor, to protect his privacy, financial terms are not to be disclosed in press releases....We anticipate sales in excess of $10,000,000.00 the first year and then expanding exponentially thereafter."
10/31/11:
"Nature's Bioceuticals, a wholly owned subsidiary of Mistral Ventures Inc. (MILV.pk), announced that it has received an unsolicited request from a group located in Santa Marta, Colombia that is desirous of distributing our natural medicines in a number of Latin American countries."
11/01/11:
"Nature's Bioceuticals, a wholly owned subsidiary of Mistral Ventures Inc. (MILV.pk) announced that it will purchase the exclusive rights to a formula that was developed to restore proper kidney function in people with chronic kidney disease (CKD)....Obviously, this product should create substantial revenues for the company and we are excited about the possibilities. Capturing just 0.5% of the market could produce revenues in excess of $100,000,000.00"
11/02/11:
"Nature's Bioceuticals, a wholly owned subsidiary of Mistral Ventures Inc. (MILV.pk - News) announced that it has reached an agreement in principal with the inventor of a formula that could have life changing results for hundreds of millions of people worldwide afflicted with the disease. It is expected that the formal agreement will be executed in the coming week, at which point details of the product will be released.....The implications of this natural medicine formula are mind boggling both in terms of the increased quality of life to the people who need it and the potential revenues to the company"
11/03/11:
"Nature's Bioceuticals, a wholly owned subsidiary of Mistral Ventures Inc. (MILV.pk) announced that it has decided to forgo filing an Investigational New Drug (IND) application and New Drug Application (NDA) with the FDA for the COPD formula. Nature's will instead take immediate steps to begin manufacturing and marketing the COPD Formula as a dietary supplement.....We anticipate that our revenues could likely exceed $10,000,000.00 year one and $40,000,000.00 year two"
11/04/11:
"Nature's Bioceuticals, a wholly owned subsidiary of Mistral Ventures Inc. (MILV.pk) is please to announce the details of the previously mentioned strategic transaction it has been negotiating. Nature's was able to enter into a contractual obligation which gives it the rights to purchase an amazing formula for diabetes. At the request of the inventor, to protect his privacy, financial terms are not to be disclosed in press releases.....The implications of this natural medicine formula are mind boggling both in terms of the increased quality of life to the people who need it and the potential revenues to the company"
11/07/11:
"Nature's Bioceuticals, a wholly owned subsidiary of Mistral Ventures Inc. (MILV) announced that it has executed the formal closing documents and acquired the chronic kidney disease (CKD) formula. This formula was developed to restore proper kidney function.....The revenues this product could produce for the company should be substantial. Capturing a very small percentage of the market could produce tens of millions of dollars for the company."
11/08/11:
"Nature's Bioceuticals, a wholly owned subsidiary of Mistral Ventures Inc. (MILV.pk) announced that it is finalizing arrangements to commence production of its Breathing Relief Formula. This is the formula that the company has previously referred to as its COPD formula, which will now be marketed as a dietary supplement under the Dietary Supplement Health and Education Act of 1994 (DSHEA), thus requiring a name change.....We have begun placing orders for the natural ingredients, bottles, etc. and expect to have product inventory ready for sale within 30 to 60 days. We are also finalizing our new product labeling and packaging, which we feel provides the proper image for our company and products. We anticipate sales in excess of $10,000,000.00 the first year and then expanding and exponentially thereafter."
11/08/11:
"Nature's Bioceuticals, a wholly owned subsidiary of Mistral Ventures, Inc. (MILV.pk - News) announced that it has consummated the purchase of the Sinusitis formula and now owns the exclusive rights to the formula. The company anticipates marketing the product under the name of Nature's Sinus Relief Formula. We anticipate sales in excess of $10,000,000.00 the first year and then expanding exponentially thereafter as the product gains market share."
What a bunch of very obvious lies.
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What kind of company is Nature's Bioceuticals Inc really?
They were incorporated in Florida on December 21, 2007:
http://sunbiz.org/scripts/cordet.exe?action=DETFIL&inq_doc_number=P08000000023&inq_came_from=NAMFWD&cor_web_names_seq_number=0000&names_name_ind=N&names_cor_number=&names_name_seq=&names_name_ind=&names_comp_name=NATURESBIOCEUTICALS&names_filing_type=
The company has gone into default with the Florida SOS on 2 separate occasions in its short 3 1/2 years of existence.
Officers of the company are:
Robert A DeZanger III - President
Lisa Zuck - Secretary
Richard C Weiner - CFO
The company uses a mailbox rental for an address:
1616-102 W. CAPE CORAL PKWY
Mailbox #135
Who is Richard C. Weiner?
He used to be listed as the COO of Wall Street Capital & Marketing Group:
http://web.archive.org/web/20081220233154/http://wallstreetcmg.com/contact.php
Richard C. Weiner, Chief Operations Officer
Cell: 954 294 2313
Email: rcweiner@comcast.net
Wall St. Investor Relations provides full comprehensive customized Public and Investor Relations solutions creating shareholder confidence and customer awareness.
Protecting and building corporate reputations, we put our companies’ stories and their respective management teams in front of qualified decision-makers enabling clients to grow their businesses and enhancing shareholder value.
Who is Robert A DeZanger III?
There isn't much history available on Robert Dezanger, but I did find him listed as an initial shareholder of DDS Technologies USA, Inc (DDSU), a Boca Raton based company that went public in 2003 then over time was diluted down to worthless, abused, and left for dead.
A look at the Nature's Bioceuticals Inc website shows nothing available for purchase and the same lack of details as in the press releases:
http://www.naturesbioceuticals.com/
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Ugly Balance Sheet
A look at the last quarterly report for MILV filed on October 19, 2011 which includes financial numbers for Nature's Bioceuticals Inc (NBI) shows that neither company has any noteworthy cash or revenues.
http://www.otcmarkets.com/financialReportViewer?symbol=MILV&id=62893
MILV had $4,600 in cash as of September 30, 2011
NBI had $100 in cash as of September 30, 2011
MILV had $8,375 in revenues for all of 2011
NBI had $0 in revenues for all of 2011
MILV had $7,515 in revenues for all of 2010
NBI had $0 in revenues for all of 1010
MILV has $394,223 in Notes payable
NBI has very minimal Notes payable but paid out over $1,000,000 in consulting fees in 2010
After the acquisition of NBI, the NBI management team took over as the officers/directors of MILV
Robert Dezanger President, CEO
Richard Weiner COO, CFO
Lisa Zuck Secretary, Treasurer
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Summary = In my opinion MILV is a scam
I don't know how to sum this up any more simply.
MILV is extremely over-valued at $.121/share. Nature's Bioceutricals is nothing but a worthless company that basically only exists on paper, on a website, and in fantasy land. Nature's Bioceutricals Inc has no cash, probably no real business operations, and lives out of a rented mail box. The press releases are full of obvious lies and misleading statements and scandalous revenue predictions.
Nature's Bioceutricals Inc is not worth any where close to the $18,277,856.80 worth of MILV stock that was paid for the entity on October 20, 2011 (now valued at $78,786,452,60).
This whole acquisition was probably put together to facilitate the dumping of the 305,000,000+ shares held by former officers/insiders of MILV.
The only question is when is Ludwig Holdings Limited going to start dumping the rest of their 200,000,000 free trading shares and when are the former officers and insiders going to start dumping their 105,000,000+ shares? Probably some has been getting dumped during the heavy volume brought on by the daily parade of press releases and paid promotions has been taking place. When the smart investors start taking profits and heavier dumping starts to happen MILV is going to start dropping and it won't stop until it is back down below $.02/share.
Who knows maybe all the paid promos and heavy volume and obvious fraudulent press releases will bring the stock to a halt before the former officers and insiders can finish all their dumping.
People better be very very careful with MILV - that is a ticking time bomb.
I've noticed this stock rising on daily press releases, lots of paid promotions, and tons of social media and message board hype over the past couple of weeks.
I haven't had time to look to see what all the hype was about, but tonight I decided to take the time to see why this non-SEC flier is getting so much attention and if the attention is justified.
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A little background on MILV:
MILV started out in the mining industry in 2006
On February 9, 2006, MILV purchased the rights to mine the Gold Bug Project from John Xinos for 13,500,000 (post forward split) shares. John Xinos would also acquire 13,500,000 (post forward split) shares through a stock warrant agreement.
The results of the initial exploration work on the property showed that there were no identifiable economically viable deposits of precious metals on the property. Because of these disappointing results, MILV abandoned the property transferring ownership of the claim to Lloyd Christopher Brewer.
----
In the Fall of 2007, MILV changed its focus to the wireless service industry.
----
On September 4, 2007, MILV signed a subscription agreement with Ludwig Holdings Limited to issue Ludwig Holdings Limited 2,000,000 shares for the price of $1,000,000.
http://www.sec.gov/Archives/edgar/data/1329944/000121152407000363/exhibit10i.htm
Ludwig Holdings Limited is owned by Steve Drayton.
Ludwig Holdings Limited's address is World Trade CTR 10 RT De Airport PO Box 1215 Geneva 15 Switzerland
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According to the 10K for the year ending December 31, 2007 the $1,000,000 was received on the date of the signing of the subscription agreement (September 4, 2011):
On 4 September 2007, the Company received $1,000,000 as payment for a share subscription for 2,000,000 shares at a price of $0.50. As at 31 December 2007, the common shares related to this subscription have not yet been issued.
So where did the $1,000,000 go?
The $1,000,000 was used as a bridge loan issued to CypherEdge Technologies Inc (James Linkous and John Xinos) as part of an asset purchase agreement:
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=5515848
On September 7, 2007, we entered into a purchase agreement with CypherEdge Technologies, Inc., all of the holders of stock of CypherEdge Technologies, James Linkous and John Xinos, whereby we have the right to acquire all of the issued and outstanding shares of common stock of CypherEdge Technologies Inc. in consideration for the issuance of 83,000,000 shares of common stock of our company to the holders of the stock of CypherEdge Technologies.
On September 7, 2007, we entered into a bridge loan agreement with CypherEdge Technologies Inc. whereby we agreed to loan CypherEdge Technologies the sum of $1,000,000 to be paid within 10 days of the closing of the purchase agreement. The bridge loan agreement is secured by a security agreement dated September 7, 2007 with CypherEdge Technologies Inc., whereby CypherEdge Technologies grants to our company a security interest in all of CypherEdge Technologies’ right, title and interest in and to all of CypherEdge Technologies’ personal property and assets as set forth in the security agreement. As of the date of this current report, we have advanced $975,000 under the bridge loan.
Interesting that John Xinos was one of the two shareholders of CypherEdge Technologies Inc and John Xinos was also the CEO of MILV at the time the agreement was signed.
MILV never was paid back the $1,000,000 by CypherEdge Technologies Inc. MILV terminated the agreement with CypherEdge Technologies Inc some time in 2010. CypherEdge Technologies Inc never got the 83,000,000 MILV shares. MILV no longer owns the CypherEdge Technologies Inc assets and it is unknown if MILV will ever get whatever amount of money is still owed to them.
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In January of 2008, MILV entered the medical billing industry by signing an agreement with Paivis Corp (PAVC) and Trustcash Holdings Inc (TCHH)
On January 30, 2008, the Company entered into an agreement with Trustcash Holdings, Inc. ("Trustcash") and Paivis, Corp. ("Paivis") whereby the Company agreed to finance, on a best efforts basis, a minimum of $2,000,000 but no more than $7,000,000 of the financing required by Trustcash under a Definitive Agreement and Plan of Merger between Trustcash and Paivis dated December 20, 2007, as amended February 5, 2008. The Company further agreed to provide interim financing to both Paivis and Trustcash of at least $150,000 to cover costs associated with the prospective merger and general working capital of which $25,000 had been provided as of March 31, 2008.
http://www.sec.gov/Archives/edgar/data/1329944/000121152408000146/exhbit10iii.htm
http://www.sec.gov/Archives/edgar/data/1329944/000121152408000146/exhibit10iv.htm
The Plaivis and Trustcash transactions did not consummate and that agreement also fell apart. Before the agreement fell apart, John Xinos resigned as the CEO of MILV:
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=6060334
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In February of 2008, MILV also signed a new loan agreement with Ludwig Holdings Limited for $50,000 bringing the total owed to Ludwig Holdings Limited to $150,000
http://www.sec.gov/Archives/edgar/data/1329944/000121152408000146/exhibit10v.htm
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There is something very interesting about MILV doing an agreement with Trustcash Holdings Inc.
Back in June of 2007, Trustcash Holdings Inc also signed a subscription agreement with Ludwig Holdings Limited for 500,000 shares at a cost of $1.00/share for proceeds of $500,000.
The Company entered into a Registration Rights Agreement with (i) Ludwig Holdings Limited (“Ludwig”), which purchased 500,000 shares of common stock pursuant to the private placement undertaken by the Company in connection with its acquisition of Trustcash, LLC,. Pursuant to the Registration Rights Agreement, we have agreed, among other things, to use our reasonable best efforts to (i) file a registration statement with the Commission with respect to the resale of the 500,000 shares of common stock within 180 days after the closing date of the Purchase Agreement, and (ii) have such registration statement declared effective within 270 days after the closing date of the Purchase Agreement or 30 days after the Commission issues a “no review” letter. If the Company does not comply with these obligations, subject to limitations set forth in such Agreement, the Company will be required to issue penalty warrants entitling the
beneficiaries of such agreement to purchase additional shares of the Company’s common stock equal to one-half of one percent (0.5%) of the number of shares of common stock registrable under the registration statement, for each 30 day period the Company is in default. Although we are currently in default of the terms of the Registration Rights Agreement, Ludwig on full exercise of its warrant, would be considered a non-affiliate that might freely trade their shares pursuant to the safe harbor provided by Rule 144. Ludwig has not served notice on the Company of default under the Registration Rights Agreement.
http://www.sec.gov/Archives/edgar/data/1157688/000122150807000056/ex4_1subagreement.htm
The president, CEO, CFO, and Director of Truthcash Holdings Inc at the time the agreement was signed was long time MILV CFO, Kent Carasquero.
The address of Truthcash Holdings Inc at the time the agreement was signed was the same exact address that MILV used from the time of inception through 2010:
325-3495 Cambie Street
Vancouver, British Columbia V5Z 4R3
TCHH also borrowed money from Ludwig Holdings Limited on more than one occasion.
TCHH terminated its registration with the SEC in December of 2008.
http://www.sec.gov/Archives/edgar/data/1157688/000121152408000342/trustcashform15.htm
At the time of the Form 15 filing, TCHH still had under 100,000,000 outstanding shares.
TCHH never did any OTC filings. The authorized share count got raised to 7,500,000,000 and the stock got diluted to death right down to no bid. I have a feeling that Ludwig Holding Limited played a very big roll in the death of that stock.
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In August of 2008, Kent Carasquero who was now the acting CEO of MILV filed a Form 15 to terminate the registration of MILV stock:
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=6105582
MILV then changed its focus to the development of mobile phone applications.
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The more current history and some huge dilution threats:
By June of 2010, Jeffery Smuda had taken over as the CEO and MILV was moved from the British Columbia address to the address of its resident agent in Nevada.
No explanation is given as to how the change of control took place, but the annual report for 2010 shows that the old management and insiders were handsomely paid before leaving.
Two HUGE share payments were done during 2010.
105,000,000 restricted shares were issued in 2010 towards $189,000 in services to past management at a price of $.0015/share.
Those 105,000,000 shares issued for $189,000 of services are now worth $12,705,000.
The $12,705,000 question is who owns those 105,000,000 shares (John Xinos or Kent Carasquero) and when do they become unrestricted?
200,000,000 share were issued to Ludwig Holdings Limited towards that 2007 subscription agreement at a cost of $.005/share for a total price of $1,000,000.
The subscription agreement was for 2,000,000 shares yet Ludwig Holdings Limited ended up getting 200,000,000 shares instead.
Those 200,000,000 shares are now worth $24,200,000.
Those 200,000,000 shares are free trading. As confirmed by the annual report for 2010.
On December 31, 2009 there were 42,450,000 shares outstanding of which 40,110,000 shares were free trading.
On December 31, 2010 there were 347,450,000 shares outstanding of which 245,110,000 shares were free trading.
The $24,200,000 question is how many more shares does Ludwig Holdings Limited have to dump?
Back on June 4, 2010 right after those shares were issued, MILV participated in a big pump&dump campaign.
MILV announced that they had signed a LOI to acquire the assets of Tech World Capital Inc
http://ih.advfn.com/p.php?pid=nmona&article=43106032
The stock price shot up from $.014/share to almost $.057/share over the next week on fairly heavy volume. Then on June 17, 2010, MILV announced that the agreement was terminated:
http://ih.advfn.com/p.php?pid=nmona&article=43270928
Volume died down. Every once in a while there was some dumping done and the stock price would quickly fall. The periodic selling stopped in April and the stock recovered back up to $.02/share were it hovered between $.02/share and $.03/share until the recent events.
At most Ludwig Holdings Limited might have dumped maybe 25,000,000 shares up until October of 2011.
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Present day - pumping madness - ridiculous press releases:
On October 20, 2011 Mistral Ventures Inc (MILV) announced that it had done a share exchange with Nature's Bioceuticals, Inc.
Nature's Bioceuticals, Inc exchanged 100% of their shares for 652,780,600 common shares of Mistral Ventures Inc (MILV).
Since Nature's Bioceuticals, Inc had 4,471,100 outstanding share that translated into 146 shares of MILV stock for each share of Nature's Bioceuticals, Inc owned.
Since the price of the MILV stock on October 17, 2011 was $.028/share, MILV paid $18,277,856.80 worth of stock for the acquisition of Nature's Bioceuticals, Inc.
Prior to the acquisition, MILV had 347,450,000 outstanding shares. Following the acquisition MILV had 1,000,230,600 outstanding shares.
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Ridiculous Daily Press Releases:
The Nature's Bioceutricals, Inc. acquisition was followed by almost daily press releases each one more amazing sounding than the last. The press releases always leave out details and verifiable information and always tout unrealistic and misleading revenue predictions
10/27/11:
"Nature's Bioceuticals, a wholly owned subsidiary of Mistral Ventures Inc. (MILV.pk) announced that it has reached an agreement with the inventor of a spectacular cold and flu medicine that has been in development for many years..... The company has the potential to capture 3% of the US market within a 3 year period, which would potentially generate over $100,000,000 in revenues for the company."
10/28/11:
"Nature's Bioceuticals, a wholly owned subsidiary of Mistral Ventures (MILV.pk), has entered into the $8.4 billion market chronic obstructive pulmonary disease market (COPD) with the completed acquisition of a ground breaking Breathing Formula. This all natural, non-synthetic, medicine was developed for the treatment of COPD, the two most common forms of which are Emphysema and Chronic Bronchitis. We believe that there is no other product currently available that can achieve the same results....If the product is marketed under DSHEA we expect revenues to exceed $12 million year one during ramp up and $40 million year two as we gain market share."
10/28/11:
"Nature's Bioceuticals, a wholly owned subsidiary of Mistral Ventures Inc. (MILV.pk) announced that it has come to an agreement for the purchase of the newly formulated Sinus-Restore Sinus Relief Formula. Nature's has tendered a deposit against formal closing, which is expected within 3 weeks. At the request of the inventor, to protect his privacy, financial terms are not to be disclosed in press releases....We anticipate sales in excess of $10,000,000.00 the first year and then expanding exponentially thereafter."
10/31/11:
"Nature's Bioceuticals, a wholly owned subsidiary of Mistral Ventures Inc. (MILV.pk), announced that it has received an unsolicited request from a group located in Santa Marta, Colombia that is desirous of distributing our natural medicines in a number of Latin American countries."
11/01/11:
"Nature's Bioceuticals, a wholly owned subsidiary of Mistral Ventures Inc. (MILV.pk) announced that it will purchase the exclusive rights to a formula that was developed to restore proper kidney function in people with chronic kidney disease (CKD)....Obviously, this product should create substantial revenues for the company and we are excited about the possibilities. Capturing just 0.5% of the market could produce revenues in excess of $100,000,000.00"
11/02/11:
"Nature's Bioceuticals, a wholly owned subsidiary of Mistral Ventures Inc. (MILV.pk - News) announced that it has reached an agreement in principal with the inventor of a formula that could have life changing results for hundreds of millions of people worldwide afflicted with the disease. It is expected that the formal agreement will be executed in the coming week, at which point details of the product will be released.....The implications of this natural medicine formula are mind boggling both in terms of the increased quality of life to the people who need it and the potential revenues to the company"
11/03/11:
"Nature's Bioceuticals, a wholly owned subsidiary of Mistral Ventures Inc. (MILV.pk) announced that it has decided to forgo filing an Investigational New Drug (IND) application and New Drug Application (NDA) with the FDA for the COPD formula. Nature's will instead take immediate steps to begin manufacturing and marketing the COPD Formula as a dietary supplement.....We anticipate that our revenues could likely exceed $10,000,000.00 year one and $40,000,000.00 year two"
11/04/11:
"Nature's Bioceuticals, a wholly owned subsidiary of Mistral Ventures Inc. (MILV.pk) is please to announce the details of the previously mentioned strategic transaction it has been negotiating. Nature's was able to enter into a contractual obligation which gives it the rights to purchase an amazing formula for diabetes. At the request of the inventor, to protect his privacy, financial terms are not to be disclosed in press releases.....The implications of this natural medicine formula are mind boggling both in terms of the increased quality of life to the people who need it and the potential revenues to the company"
11/07/11:
"Nature's Bioceuticals, a wholly owned subsidiary of Mistral Ventures Inc. (MILV) announced that it has executed the formal closing documents and acquired the chronic kidney disease (CKD) formula. This formula was developed to restore proper kidney function.....The revenues this product could produce for the company should be substantial. Capturing a very small percentage of the market could produce tens of millions of dollars for the company."
11/08/11:
"Nature's Bioceuticals, a wholly owned subsidiary of Mistral Ventures Inc. (MILV.pk) announced that it is finalizing arrangements to commence production of its Breathing Relief Formula. This is the formula that the company has previously referred to as its COPD formula, which will now be marketed as a dietary supplement under the Dietary Supplement Health and Education Act of 1994 (DSHEA), thus requiring a name change.....We have begun placing orders for the natural ingredients, bottles, etc. and expect to have product inventory ready for sale within 30 to 60 days. We are also finalizing our new product labeling and packaging, which we feel provides the proper image for our company and products. We anticipate sales in excess of $10,000,000.00 the first year and then expanding and exponentially thereafter."
11/08/11:
"Nature's Bioceuticals, a wholly owned subsidiary of Mistral Ventures, Inc. (MILV.pk - News) announced that it has consummated the purchase of the Sinusitis formula and now owns the exclusive rights to the formula. The company anticipates marketing the product under the name of Nature's Sinus Relief Formula. We anticipate sales in excess of $10,000,000.00 the first year and then expanding exponentially thereafter as the product gains market share."
What a bunch of very obvious lies.
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What kind of company is Nature's Bioceuticals Inc really?
They were incorporated in Florida on December 21, 2007:
http://sunbiz.org/scripts/cordet.exe?action=DETFIL&inq_doc_number=P08000000023&inq_came_from=NAMFWD&cor_web_names_seq_number=0000&names_name_ind=N&names_cor_number=&names_name_seq=&names_name_ind=&names_comp_name=NATURESBIOCEUTICALS&names_filing_type=
The company has gone into default with the Florida SOS on 2 separate occasions in its short 3 1/2 years of existence.
Officers of the company are:
Robert A DeZanger III - President
Lisa Zuck - Secretary
Richard C Weiner - CFO
The company uses a mailbox rental for an address:
1616-102 W. CAPE CORAL PKWY
Mailbox #135
Who is Richard C. Weiner?
He used to be listed as the COO of Wall Street Capital & Marketing Group:
http://web.archive.org/web/20081220233154/http://wallstreetcmg.com/contact.php
Richard C. Weiner, Chief Operations Officer
Cell: 954 294 2313
Email: rcweiner@comcast.net
Wall St. Investor Relations provides full comprehensive customized Public and Investor Relations solutions creating shareholder confidence and customer awareness.
Protecting and building corporate reputations, we put our companies’ stories and their respective management teams in front of qualified decision-makers enabling clients to grow their businesses and enhancing shareholder value.
Who is Robert A DeZanger III?
There isn't much history available on Robert Dezanger, but I did find him listed as an initial shareholder of DDS Technologies USA, Inc (DDSU), a Boca Raton based company that went public in 2003 then over time was diluted down to worthless, abused, and left for dead.
A look at the Nature's Bioceuticals Inc website shows nothing available for purchase and the same lack of details as in the press releases:
http://www.naturesbioceuticals.com/
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Ugly Balance Sheet
A look at the last quarterly report for MILV filed on October 19, 2011 which includes financial numbers for Nature's Bioceuticals Inc (NBI) shows that neither company has any noteworthy cash or revenues.
http://www.otcmarkets.com/financialReportViewer?symbol=MILV&id=62893
MILV had $4,600 in cash as of September 30, 2011
NBI had $100 in cash as of September 30, 2011
MILV had $8,375 in revenues for all of 2011
NBI had $0 in revenues for all of 2011
MILV had $7,515 in revenues for all of 2010
NBI had $0 in revenues for all of 1010
MILV has $394,223 in Notes payable
NBI has very minimal Notes payable but paid out over $1,000,000 in consulting fees in 2010
After the acquisition of NBI, the NBI management team took over as the officers/directors of MILV
Robert Dezanger President, CEO
Richard Weiner COO, CFO
Lisa Zuck Secretary, Treasurer
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Summary = In my opinion MILV is a scam
I don't know how to sum this up any more simply.
MILV is extremely over-valued at $.121/share. Nature's Bioceutricals is nothing but a worthless company that basically only exists on paper, on a website, and in fantasy land. Nature's Bioceutricals Inc has no cash, probably no real business operations, and lives out of a rented mail box. The press releases are full of obvious lies and misleading statements and scandalous revenue predictions.
Nature's Bioceutricals Inc is not worth any where close to the $18,277,856.80 worth of MILV stock that was paid for the entity on October 20, 2011 (now valued at $78,786,452,60).
This whole acquisition was probably put together to facilitate the dumping of the 305,000,000+ shares held by former officers/insiders of MILV.
The only question is when is Ludwig Holdings Limited going to start dumping the rest of their 200,000,000 free trading shares and when are the former officers and insiders going to start dumping their 105,000,000+ shares? Probably some has been getting dumped during the heavy volume brought on by the daily parade of press releases and paid promotions has been taking place. When the smart investors start taking profits and heavier dumping starts to happen MILV is going to start dropping and it won't stop until it is back down below $.02/share.
Who knows maybe all the paid promos and heavy volume and obvious fraudulent press releases will bring the stock to a halt before the former officers and insiders can finish all their dumping.
People better be very very careful with MILV - that is a ticking time bomb.
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