Vinings Holdings Inc. (NDYN)

NAERODYNAMICS, INC.

 

Common StockDark or Defunct

Pink No Information

0.00330.0013 (65.00%) at 15:06:00 EST

Real-Time Best Bid & Ask

0.003 / 0.0033 (1 x 1)Why is size 1?

Contact Info

• 9605 West 49th Avenue
  Suite 200
  Wheat Ridge, CO 80033

 

• Phone: 303-968-3281

Business Description

We are a publicly quoted shell company seeking to create value for our shareholders by merging with another entity with experienced management and opportunities for growth in return for shares of our common stock.

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Financial Reporting/Disclosure

Reporting Status	Dark: Alternative Reporting Standard Deregistered a/o Mar 01, 2007
Audited Financials	Not Available
Latest Report	Dec 31, 2009 Quarterly Report
CIK	0001076044
Fiscal Year End	12/31
OTC Marketplace	Pink No Information

Profile Data

SIC - Industry Classification	9995 - Non-Operating Establishments
	Blank Check
Incorporated In:	CO, USA
Year of Inc.	1996
Employees	0 a/o Dec 07, 2015

Company Officers/Contacts

David J. Cutler

President, Acting CEO, Acting CFO

Company Directors

David J. Cutler

Service Providers

Accounting/Auditing Firm

Not Available

Securities Counsel

Michael A. Littman, Attorney at Law
7609 Ralston Road
Arvada, CO, 80002
United States

 ARTICLE THREE. (CAPITAL STOCK)

The corporation shall have authority to issue an aggregate of SEVEN HUNDRED AND SIXTY MILLION (760,000,000) shares of stock, par value ONE MILL ($0.0001) per share divided into two (2) classes of stock as follows:

a) Non-Assessable Common Stock: Seven Hundred and Fifty Million (750,000,000) shares of Common stock, Par Value One Mill ($0.0001) per share, and b) Preferred Stock: Ten Million (10,000,000) shares of Preferred stock, Par Value One Mill ($0.0001) per share.

http://www.sos.state.co.us/biz/ViewImage.do?fileId=20171374708&masterFileId=19961022067



MUST READ DD!

NDYN - At least to date Wade has failed with his S-1 attempt with NDYN 

https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001439208 

He was trying to register 500,000,000 free trading shares of stock at $.0005/share. Knowing his history with SIGO - how he sold all the S-1 registered stock to himself in SIGO despite being the secret control person of SIGO I would be willing to bet that his plan was the same for NDYN. He was probably hoping to sell the S-1 registered stock to himself despite the fact that he controlled NDYN through Novus Group LLC prior to using his good friend Nate Steck to do a reverse merger between his NDYN shell and Nate's Essentials 


https://www.sec.gov/Archives/edgar/data/1439208/000147793217003591/nydn_s1a.htm 

On April 4, 2017, the Company executed a reverse merger with Nate’s Essentials, Inc. On April 4, 2017, the Company entered into an Agreement whereby the Company acquired 100% of Nate’s Essentials, Inc, in exchange for 2,000,000 shares of Naerodynamics Series B Preferred Stock. Additionally, 151,750,000 shares of common stock were transferred to Nate Steck from Novus Group. Immediately prior to the reverse merger, there were 249,038,025 common shares outstanding and 530,968 shares of Series A Preferred shares outstanding and Matt Billington was the sole officer/director. After the reverse merger, the Company had 249,038,025 common shares outstanding and 530,968 shares of Series A Preferred shares and 2,000,000 shares of Series B Preferred Stock outstanding. 



Hopefully the SEC never makes the NDYN S-1 effective and prevents Joseph Wade from committing more Securities Fraud/Criminal Acts like he did with the SIGO S-1 registration statements 

Joseph Wade through Novus Group LLC still owns 530,968 Series A preferred shares in NDYN. Those Series A Preferred shares can be converted into common shares in a way that the more NDYN stock that is outstanding the more common shares each preferred share can become 

 


Conversion at the Option of the Holder. From 12 months from the date of issuance, each holder of shares of Series A Preferred Stock may, at any time and from time to time, convert (an “Optional Conversion”) each of its shares of Series A Preferred Stock into fully paid and nonassessable shares of Common Stock at a rate equal to 9.9% of the Common Stock. However, the holders of the Series A Preferred Stock are limited to ownership of 9.99% of the company’s common stock. 

AntiDilution. For a period of 18 months after the Preferred is convertible, the conversion price of the Series A Preferred will be subject to adjustment to prevent dilution in the event that the Company issues additional shares at a purchase price less than the applicable conversion price. The conversion price will be subject to adjustment on a weighted basis that takes into account issuances of additional shares. At the expiration of the antidilution period, the conversion rate in Section VI (A) above shall be equal to a conversion rate equal to 9.9% on the Common Stock. For example, if on the date of expiration of the antidilution clause there are 500,000,000 shares of Common Stock issued and outstanding then each Series A Preferred Stock shall convert at a rate of 88.24 common shares for each 1 Series Preferred Share. 



NDYN - they bought the energy shots from ISO International LLC 

https://www.sec.gov/Archives/edgar/data/1439208/000147793217003591/nydn_ex101.htm 

https://isodiol.com/ 

ISO International LLC is part of a publicly traded company - ISOLF 

https://www.otcmarkets.com/stock/ISOLF/profile 

All total NDYN bought $30,580 worth of product from ISO International LLC 

The $30,580 came from Novus Group LLC (Joseph Wade) in the form of a loan agreement (a Promissory Note) 

https://www.sec.gov/Archives/edgar/data/1439208/000147793217003591/nydn_ex992.htm 

So Joseph Wade owns all of the convertible Series A Preferred Stock in NDYN and owns all the debt 


 

We plan to raise additional debt and equity financing to meet our obligations as they become due. 


We may need additional financing which we may not be able to obtain on acceptable terms. If we are unable to raise additional capital, as needed, the future growth of our business and operations would be severely limited. 



A limiting factor on our growth, and is our limited capitalization which could impact our ability to penetrate new markets, attract new customers and execute on our divisions business plans. While we are currently able to fund all basic operating costs it is possible that we may require additional funding in the future to achieve all of our proposed objectives. 



If we raise additional capital through the issuance of debt, this will result in increased interest expense. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of the Company held by existing shareholders will be reduced and our shareholders may experience significant dilution. In addition, new securities may contain rights, preferences or privileges that are senior to those of our Common Stock. If additional funds are raised by the issuance of debt or other equity instruments, we may become subject to certain operational limitations (for example, negative operating covenants). There can be no assurance that acceptable financing necessary to further implement our plan of operation can be obtained on suitable terms, if at all. Our ability to develop our business, fund expansion, develop or enhance products or respond to competitive pressures, could suffer if we are unable to raise the additional funds on acceptable terms, which would have the effect of limiting our ability to increase our revenues or possibly attain profitable operations in the future.



Future sales by our stockholders may adversely affect our stock price and our ability to raise funds. 



Sales of our Common Stock in the public market could lower our market price for our Common Stock. Sales may also make it more difficult for us to sell equity securities or equity-related securities in the future at a time and price that management deems acceptable or at all. 

>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>> 

Tatiana Shishova 2,000,000 Series B Preferred 




Each holder of outstanding shares of Series B Preferred Stock shall be entitled to the number of votes equal to equal to one thousand (1,000) Common Shares. Except as provided by law, or by the provisions establishing any other series of Preferred Stock, holders of Series B Preferred Stock and of any other outstanding series of Preferred Stock shall vote together with the holders of Common Stock as a single class. 



Each holder of shares of Series B Preferred Stock may, at any time and from time to time, convert (an “Optional Conversion”) each of its shares of Series B Preferred Stock into a 1,000 of fully paid and nonassessable shares of Common Stock; provided, however, that any Optional Conversion must involve the issuance of at least 100 shares of Common Stock. 


>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>> 

They will be paying themselves to acquire a company they already own! It is not another R/M! 

Additionally, the Company is currently finalizing a transaction to acquire AW Blockchain Mining. AW Blockchain Mining is a wholly owned subsidiary of Buscar Company which Anastasia Shishova, our officer and director, is the majority shareholder and sole officer and director. The acquisition is expected to close on August 30, 2019. 


https://www.sec.gov/Archives/edgar/data/1439208/000147793219003563/nydn_10-12g.htm 



$NDYN 2020-2-3 Board Updated $NDYN New Merger Document!

https://twitter.com/KingFollowUBack

https://twitter.com/kingfollowuback/status/1220303391819227137?s=21







So they changes course and filed months after the alleged change in control?

SMH


The filing is quite comical. Joseph Wad nMeezey's wife and Mother - in - law own controlling interest.

Do some real DD and see what happens to shells like this run by the family!

Nothing but insider enrichment. This should drop to .0001 rapidly!

Tatiana Shisohva is the mother of Anastasia Shishova.

https://www.sec.gov/Archives/edgar/data/1439208/000147793219003563/nydn_10-12g.htm

Here is some real DD about the players here and how they operate.

Joseph Wade’s Wife, Anastasia Shishova, Controlled Sunset Island Group.
SIGO withheld the relationship between its controlling officer at the time of the reverse-merger with Battle Mountain Genetics and Novus Group, LLC’s true owners, which included her husband, Joseph Wade.

Anastasia Shishova has been involved with two other penny stocks, including Buscar (OTC: CGLD) and Capall Stables (a shell with Joseph Wade as CEO), since 2012 . In May of 2016, a filing with Colorado’s Secretary of State indicates that she became the registered agent of SIGO. The first S-1 indicated that she was the sole executive officer:

On October 17, 2016, the Company entered into an Agreement whereby the Company acquired 100% of Battle Mountain Genetics, Inc, in exchange for 50,000,000 shares of Sunset Island Group common stock. Immediately prior to the reverse merger, there were 30,894 common shares outstanding and no shares of Preferred shares outstanding and Anastasia Shishova was the sole officer/director. After the reverse merger, the Company had 50,031,771 Common shares outstanding…

There was no disclosure whatsoever that Shishova is Wade’s wife, but another company’s SEC filing suggests that is the case. This is from an 8-K for Buscar Holdings (OTC: CGLD) announcing its new CEO and sole Director, Anastasia Shishova:

The day to day operations of the stable are managed by our trainer with Joseph Wade (Mr. Wade is the husband of our CEO) as the licensed person for the stable. Ms. Shishova is currently in the process of becoming the licensed individual.

This is a material relationship not disclosed by SIGO with respect to the controlling shareholder of Novus Group, LLC, which was registering 99.9% of the float (4mm shares) for sale, being married to the company’s sole officer and director at the time of its acquisition of Battle Mountain Genetics and the exchange of shares.


https://www.newcannabisventures.com/how-insiders-secretly-pocketed-3-million-from-sunset-island-group/

Here is a good read:


nodummy Wednesday, 09/27/17 02:13:09 PM
Re: surfkast post# 126993 0
Post #
127060
of 138455
SIGO is crazy isn't it. Based on my research I have come to the following conclusions:

Joseph Wade Mezey originally acquired the shell from David J Cutler making it the 5th shell sold by Cutler to Wade or one of Wade's associates (NHMD, VTXB, SGBY, OPMZ are the others). Joseph Wade Mezey's control of the SIGO shell was never disclosed in any SEC filings.

Joseph Wade Mezey placed his wife, Anastasia Shishova, as the CEO of SIGO after the acquisition but it has never disclosed to the public by SIGO about their relationship

Joseph Wade Mezey assisted in setting up Battle Mountain Genetics Inc paying Cheyenne Moseley of Legal Zoom to register the entity in California (same service provider he used to set up Novus Group LLC in Wyoming) then placed two of his former employees and long time business associates (TJ Magallanes and Valerie Baugher) as the executives for the new entity

Joseph Wade Mezey secretly controlled Novus Group LLC (with his buddy Matt Billington) but lied to the SEC about his control becoming the owner of 4,000,000 free trading shares of SIGO for the cost of $11,000

Joseph Wade Mezey merged his Novus Group LLC company into his OPMZ shell but after he had already pocketed about $700,000 (after taxes) and his buddy Matt Billington had pocketed $174,441 (after taxes) from their SIGO share sales. As part of the Novus Group LLC/OPMZ merger, OPMZ agreed to pay Joseph Wade Mezey and Matt Billington $150,000/month in "consulting fees" from any money made by Novus Group LLC in the future. It should be noted that the new SIGO executives (TJ Magallanes and Valerie Baugher) were formerly both employees of OPMZ through OPMZ's one time wholly owned subsidiary Von Baron Farms.

Novus Group LLC made approximately $1,300,000 more from its SIGO share sales after the OPMZ acquisition. Consulting fees paid out to Mezey and his buddy Matt Billington from that $1.3m would have come out to over $800,000. But $305,700 of the money made from those share sales was used by Novus Group LLC/OPMZ/Wade to lend to SIGO to help fund the SIGO business operations. To date SIGO hasn't disclosed in any SEC filings who the lender is - once again hiding Joseph Wade Mezey's involvement. It also sounds sort of illegal to me for money made from SIGO shares sales to be funneled back to SIGO to pay for the SIGO business operations without that plan being disclosed as part of the registration statement used to make those shares free trading.

Joseph Wade Mezey owns the lease to the greenhouse space that was subleased to SIGO but his name was never disclosed to the SEC by SIGO.

That $305,700 SIGO borrowed from Novus Group LLC/OPMZ/Wade was turned into 305,700 Series B shares ($1/share) which were going to pay out a $200/lb dividend (from cannabis sales) each quarter to be split among all the Series B preferred share holders. Obviously the only Series B preferred share holder would have been Novus Group LLC/Joseph Wade Mezey. SIGO never disclosed the name of the lender/Series B preferred share owner in any SEC filings once again hiding a Joseph Wade Mezey affiliation to SIGO.

That $200/lb dividend would have resulted in $150,000/month going into the pockets of Joseph Wade Mezey and Matt Billington as consulting fees (per the agreement between Novus Group LLC/Joseph Wade Mezey and OPMZ/Joseph Wade Mezey) with the rest staying with OPMZ.

SIGO mentioned a plan to sell Series B preferred shares to the public at $1,000/share in an 8K through what I'm pretty sure would have been an illegal share offering since they weren't registered. That would have been 1000 times more than Novus Group LLC/Wade got their shares for giving the purchaser(s) such a tiny percentage of the split that it would have been ridiculous.

It is interesting that they cancelled those Series B shares. Obviously there will be no lawsuit by the lender since Joseph Wade Mezey controls everything on both sides. I wonder if Joseph Wade Mezey cancelled them because he realized that his little gig is close to being up. Even though he tried hard to hide his involvement in everything, people that know how to do research were still able to figure it out. Not like it was hard. Joseph Wade Mezey likes to use the same addresses, same business associates, and same service providers repeatedly. He even makes the mistake of putting his own name on documents which can be found if people know where to look.

Joseph Wade Mezey/Novus Group LLC still secretly owns $305,700 in debt in SIGO. I'm sure that will eventually somehow result in SIGO revenues going into the pockets of Joseph Wade Mezey per the consulting agreement Wade has with Novus Group LLC/OPMZ.

My guess is that Joseph Wade Mezey is also the biggest investor to date in the 20,000,000 share offering at $.10/share and that most (if not all) of the 640,000+ shares dumped into the market to date through that offering went through the hands of Joseph Wade Mezey.... all while Joseph Wade Mezey has continued to hide his multiple affiliations to SIGO from the SEC.

This is the type of stuff that leads to much more than just SEC litigation. This is the type of stuff that could lead to a Criminal Indictment.

It will be very interesting to see where things go from here. Joseph Wade Mezey has been walking a fine line for years with his many many tickers and companies (some of the worst being GYST, STHC, EMBR, CGLD, NHMD, and OPMZ). And let's not forget his debt settlement scam he did Laura L Hess and Jeffrey Campos that got him disbarred in 2010.




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