Nova Tech Enterprises Inc. (NTEI)

[T0AD]

Must Read DD by T0AD!

This is why I am holding my shares and adding when possible:

Now this is a little confusing and extremely long but I will do my best to explain everything the way I understand it from the following links

BioAdaptives Regulatory Filings January 2014 Link

CLNP Report Link

Hemp, Inc. PR Link

The story begins March 31, 2013. On this day, CLNP issued a large chunk of shares to 4 individuals/entities:

“During the period ending March 31,2013, the Company issued 450,000,000 shares of restricted common pursuant to a consulting agreement with the company (Bruce Benson).

During the period ending March 31,2013, the Company issued 450,000,000 shares of restricted common pursuant to a consulting agreement with the company (Ferris Holding, Inc.).

During the period ending March 31,2013, the Company issued 50,000,000 shares of restricted common pursuant to a consulting agreement with the company (James R.J. Scheltema/Small Cap Development, Inc.).

During the period ending March 31,2013, the Company issued 100,000,000 shares of restricted common pursuant to a distributor agreement with the company (BioSwann, Inc.).”

I don’t know of any other Bruce Benson besides the President of the University of Colorado so we’ll skip right along to the second issuance of 450,000,0000 shares of restricted stock.

Who the heck is Ferris? Bueller? Bueller? Sadly Ferris Holding, Inc. is not Ferris Bueller Holding, Inc. However,

“In 2005, Barry Epling… launched Ferris Holding, Inc., as CEO. Ferris is a business consulting company specializing in the development of nutraceuticals from formulation through management and development. Ferris has developed nutraceutical products that include functional beverages, science-based primitive cell enhancement products, and products designed to deal with various health related issues of baby boomers. Ferris has patents pending for its nutraceuticals and noninvasive devices which were assigned to Ferris by Mr. Epling.”

http://www.ferrisholding.com/

Pretty cool, huh? Don’t let their pathetic looking website fool you…they are not who they appear to be! Read on…

Moving right along we see James Scheltema up to bat with 50,000,000 restricted shares…no big deal really. You see, James is legal counsel to CLNP through James R J Scheltema, LLC but he is also president of Small Cap Development, Inc. His prices for services are listed on the website. If you take 50 million shares at a par value of .0001 that is $5,000 for services. Seems a little high to me but there were about 4 letters or so if I can remember correctly. Here is a letter to James on his website from CLNP less than two months after the issuance.

http://www.smallcapdevelopment.com/uploads/CleanPath_Recommendation_Letter.pdf


Finally the good stuff…confusing, but good!

BioSwan. Ok, where to begin? The end you say? Fine, BioSwan is no more! So how does this work? Well we have to go back to the beginning, of course!

“BioSwan, Inc., a Nevada corporation (“BioSwan”), is a wholly owned subsidiary of Hemp, and was formed in 2008. BioSwan is dedicated to improving the quality of life via its proprietary all natural formulations and modalities designed to increase the body’s production of adult primitive cells. BioSwan’s stated mission is to become a premiere research and development company that improves the quality of life, or saves lives by providing new and innovative health related technologies and therapies. BioSwan had contractual rights to the Ferris proprietary primitive cell enhancing product and name NutraLoadTM and the Ferris trade secrets relating to Ferris’s proprietary AgronifierTM processes, materials, equipment, software, and hardware. BioSwan had sublicensed those rights to a third party, as described more fully below.”

Wait…did they say “had” contractual rights to NutraLoad™ and Agronifier™? Its ok…read on!

The idea behind BioSwan was to have a company in place until Hemp, Inc. was able to produce and sell a line of nutraceuticals. Why is this important? On the day of all the stock issued as I explained above, CLNP secured rights to NutraLoad™ and Agronifier™ from Ferris and BioSwan. It appears that once all the testing was complete BioAdaptives, another Hemp subsidiary purchased BioSwan in an all stock deal as seen in the following link:

http://www.marijuanaincorporated.com/hemp-inc-announces-a-mutual-letter-of-intent-to-sell-a-non-core-business-division/

This is BioAdaptives new mission. Notice how it is similar to BioSwan’s but there are a few differences:

“BioAdaptives is a research, development, and educational company. Our current focus is on products that improve health and wellness. These products include dietary supplements, specialty food items, and proprietary methods of optimizing the bioelectromagnetic availability of foods and beverages. Our base of intellectual property and products, which are patent pending solutions in the form of devices and nutraceuticals, are designed to aid in cognition, focus, fatigue reduction, increased testosterone, improved overall emotional and physical wellness, healing, and anti-aging.”

BioAdaptives has noted they seek to:

“Make strategic acquisitions. The Company plans to capitalize on the significant opportunities for consolidation available in the nutraceutical industry. The Company anticipates that it will seek acquisitions that serve to expand the Company's product brands, broaden its product offerings or facilitate entry into complementary distribution channels.”

As well as...

“Continue to develop new products and product extensions. The Company seeks to develop and commercialize nutraceutical products and through this effort intends to develop new and innovative products. During 2013, Ferris Holding, Inc., a Nevada corporation (“Ferris”), introduced two new formulations of branded products, NutraLoadTM and Bliss In A BottleTM, and pursuant to the Product Agreement with Ferris, the Company has the right to develop, market, and sell these products. The Company also plans to continue developing new products, pursuant to the Ferris Product Agreement, as a significant element of its future growth.”

Notice “Bliss in a Bottle?” Didn’t we just see a PR from hemp with the word “Bliss” in quotes? = D

Here it is if you don’t believe me or think I’m crazy:

http://www.otcmarkets.com/stock/CLNP/news/Hemp--Inc---Manufacturer-of--quot-Focus-trade--quot--a-Proprietary-Memory-Enhancing-Herbal-Product--Announces-an-Exclusive-Deal-with-CleanPath-Resources-Corp-?id=65590&b=y

Moving on, Ferris keeps coming up in BioAdaptives report and not just because of their exclusive patent-pending Agronifier™ but also because BioAdaptives was a shell that WAS SOLD TO FERRIS HOLDING INC! Here is the info on that:

“BioAdaptives, Inc., (“BioAdaptives,” the “Company,” or “we” or “us”) was incorporated in the State of Delaware on April 19, 2013, as APEX 8 Inc. From inception through October 21, 2013, the Company was in the developmental stage and conducted virtually no business operations, other than organizational activities and preparation of a registration statement on Form 10 (the “Registration Statement”). The Form 10 was filed on May 3, 2013, and went effective following a review by the U.S. Securities and Exchange Commission (the “SEC”). On June 11, 2013, the SEC informed the Company the SEC staff had no further comments.

Subsequently, on June 21, 2013, our sole officer and director, Richard Chiang, entered into a Share Purchase Agreement pursuant to which he sold an aggregate of 10,000,000 shares of his shares of the Company’s common stock to Ferris Holding Inc. at a purchase price of $40,000. In aggregate, these shares represented 100% of the Company’s issued and outstanding common stock. Effective upon the closing of the Share Purchase Agreement, Richard Chiang owned no shares of the Company’s stock.”

So Hemp owns BioAdaptives, which is owned by Ferris…getting confused yet? Well the way this works is that Hemp anti-takeover provisions in place. You see, Ferris owned at the time 100% of the “outstanding” common stock. After the ale of BioSwan, Hemp is to distribute 2,000,000 shares to its current shareholders, and Hemp Inc. received 5,000 shares of BioAdaptives to keep for itself. After all that funny business, Ferris is now holder of 83% of BioAdaptives outstanding shares. Oddly enough, BioAdaptives has yet to authorize any shares of “preferred stock.” Their provisions however:

“authorize the issuance of undesignated preferred stock, the terms of which may be established and the shares of which may be issued without stockholder approval, and which may include supermajority voting, special approval, dividend or other rights or preferences superior to the rights of the holders of common stock.”

I wonder who will receive these shares…= D

Remember those 450,000,000 shares that went to Ferris? Well the report states:

“Ferris Holding has previously provided consulting services to CleanPath Resources, separate from the CleanPath Product Agreement and the CleanPath Technology Agreement. Ferris Holding received shares of common stock of CleanPath Resources for the consulting services, but no longer owns any shares of CleanPath Resources.”

The only problem is those shares aren’t off restriction yet. My guess would be that BioAdaptives now holds these shares as they also hold 200,000,000 shares of CLNP from the purchase of BioSwan.

Here’s the kicker in regards to the 200mil that Hemp owns of CLNP stock:

“The Company intends to continue its relationship with CleanPath and to honor the sublicense agreements with CleanPath of the Ferris technology. Additionally, as of the date of this Prospectus, the Company intended to hold the CleanPath shares for investment.”

Let’s talk MONEY!

The BioAdaptives report states:

“Under the CleanPath Product Agreement, CleanPath is required to pay to the Company a royalty of 20% of the gross revenue for the NutraLoad products produced under the rights granted under the CleanPath Product Agreement.”

“Under the CleanPath Technology Agreement, CleanPath is required to pay to the Company a royalty of 20% of the gross revenue for the products sold using the Agronifier technology.”

“By way of background information, as of the date of the APA, BioSwan had received $55,000 in royalties pursuant to the CleanPath Product Agreement.”

Notice that says CleanPath paid BioSwan. This means the royalties were from May 31st, 2013 to October 21, 2013 alone. For those of you who don’t like math, this means that in less than 5 months CLNP sold $275,000 worth of product! We can only speculate what they have sold after those dates.

“The Company's strategy is to develop a position as a leader in supplying quality nutraceutical products to an aging population within developed countries such as the United States, Canada, Western Europe, Eastern Europe, and Russia, and in Asian countries such as China, Japan, Korea and Taiwan, while continuing to create new innovative, health inspired products to generate growth in sales and profitability.”

More on the way!

“The Company has completed its proof of concept testing on its P3 product and is currently involved in clinical trials of the product. The trials should be completed during the fourth quarter of 2013 and preliminary results confirm the results of the proof of concept study. Moreover, the Company plans to seek to enhance its product offerings in the future with additional licensing agreements from Ferris Holding for nutraceuticals that reduce anxiety, and enhance memory, focus, alertness, and overall wellness.”

More on P3:

“Management recently reviewed information gathered in the ongoing clinical trial of the Company’s proprietary herbal blend. Preliminary analysis of this information suggests that the proprietary herbal blend increased the number of primitive cells in peripheral blood by more than 250%. Primitive cells are thought to be part of the body’s natural renewal process.”

Sound familiar??? Almost straight from the last PR! = D

http://www.otcmarkets.com/stock/CLNP/news/CleanPath-Resources-Corp-Announces-Excellent-Results-From-Clinical-Trials?id=75331&b=y

I could go on for days, but big things are happening right now. For all the details, read the first link I posted if you have the time.

Oh, one last quote in regards to BioAdaptives…

“The Company intends to serve as a vehicle to effect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business.”

Note: This is all of my opinion. I am not telling you whether or not to trade this security. Please do you own DD before making investment decisions.

$$$CLNP$$$

T0AD