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Someone Left The Door Open At Kindergarten
December 2, 2013: 3D Printer stocks are all the rage in the legitimate (read: not promoted penny stock) market right now and the market may soon be flooded with all sorts of products for home and business use. Don't expect Makism 3D Corp's (MDDD) proposed "Wideboy" product to be one of them, but those taking advantage of the dream of three young men barely out of diapers, wonder if you wouldn't mind buying into the story for just a month or two. You see, there are a few vultures out there who got some stock for next to nothing as original shareholders of the shell and on a financing scheme that will never be completed. They would like to cash in their chips at the expensive of boys with an idea and the public eager to believe in them.
We're going to assume (although we could be wrong and these boys may be willing accomplices to a sham) that MDDD President and CEO, Luke Ruffell; CFO, Matthew Lummis, both of who are 26 years old; and, company Secretary Feroz Khan, who is all of 21 years old, don't realize that they are about to be taken for a ride. A scary ride that will see their dreams shattered; their Wideboy 3D printers never get built; and, their collective reputations in tatters. Much like the proverbial children taking candy from strangers, these boys will become victims of naivety, a consequence of their youth and inexperience. A harsh lesson is about to be taught and school is now open.
At this time, we'd like to refer you to an article from our Pumps & Dumps 101 series, "Does A Promotion Mean The Company Is A Fake", and particularly the discussion about the poor schmoe (or schmoes in this case) with an idea and who is taken advantage of by a vulture masquerading as a financier. We believe that is what we have here.
Let's take a look at the many, many red flags found within this deal.
MDDD was begat from the shell known as Advanced Cellular Inc. (ADDU), created through an August, 27, 2010 S-1 filing by Attorney William O'Neal. It is noteworthy that in 2006, O'Neal was banned by the SEC for writing fraudulent opinion letters in order to remove the legends from restricted stock, as well as for illegally selling restricted stock into the market. There's your first red flag.
Original President, Nir Eliyahu, still owns 9 million shares of what is likely unrestricted stock, after agreeing to cancel an additional 41 million shares he held, in the transaction to acquire Umicron Ltd. Red flag number two.
Umicron, was a private British company, created by Ruffell in December 2012, presumably to manufacture and sell 3D printers. In other words, MDDD's only asset is a company that is one year old. There's a third red flag.
20,000,000 original shares were sold through the S-1 for a total of $31,250, or 0.0015625 per share. As of this writing, those shares have appreciated by 64,000% and will be the shares the public is buying during the Pump & Dump campaign. That is a very big, fourth red flag.
Obviously, Ruffell and company were going to need help to produce their printers. As of August 31, 2013, and according to the Form 8-K filed with respect to the acquisition of Umicron, the company's finances were not encouraging:
• cash: $6,782
• total assets: $19,667
• total liabilities: $1,250
• no revenue since inception
• net loss since inception: $132 thousand
And there's red flag number five. There's barely an operation there.
Naturally, the boys, finally of drinking age, think that they know everything, as we all did at that age, and see no reason why the world wouldn't beat a path to their doors, promising gobs of money just for the privilege of benefiting from their genius. While youthful arrogance is not a crime, it is how they find themselves in a bad deal. According to the previously referenced Form 8-K filing, on October 29, 2013, coincident with the vending of MDDD into the Advanced Cellular shell, the company entered into a Securities Purchase Agreement with an unnamed, offshore investor for 1,000,000 shares of stock at a purchase price of $0.60 per share, or a total of $600,000. However, of that money, only $350,000 was paid upon the execution of the Agreement. We'll call that red flag number six.
According to the company, it intends to use the $350K for "general corporate purposes, including working capital needs". OK, but we just don't see how that is enough to produce a line of printers, especially considering that they are to be ready for the shelf by February, as we'll discuss below. Red flag number seven.
And then there's the caveats to the equity financing agreement:
Caveat #1: According to the agreement, the investor has approval rights with respect to the appointment of new officers or directors of MDDD (read; he will control the Board) and future financings. In other words, if the company needs more money, they will pretty much have to go this guy and get more money under his terms
Caveat #2: When and only when, MDDD has sold ten Wideboys, is the investor obligated to pay the remaining $250,000 for the 1,000,000 shares of stock. Well wait a second, don't they need that money to build the printers? And if not, then why didn't they just get $350K in financing to begin with? And who is going to believe that they are going to set up an entire manufacturing system to build only ten printers? Once the printers are built and prove to be saleable, the company is off to the races and $250K is peanuts! If you understand the Catch 22 here, then you will have the same reaction we have to this financing agreement, which is, "Yeah, no!"
Caveat #3: Dig this: If the investor does not pay the remaining $250K (and he never will) once the ten printers (cough, cough) are built and sold, MDDD maintains the right to recover 500,000 of shares of the stock issued to the investor. Are you kidding? Those are Regulation S shares and will be loooooong gone! Of course, the investor can always buy them back from the market at a dime, or a nickel or even at a tenth of a penny, if the very real possibility of a trading suspension, and subsequent relegation to the grey market, has been issued by then.
We'll call these red flags eight, nine and ten.
Presumably on the promise of adequate funding, and according to their own press release, MDDD believes, or at least says it believes, that its range of 3D Printers, the Wideboy, Wideboy Pro and Wideboy Mega, will start hitting the shelves in February 2014. Of course when that deadline passes with not even a single printer for sale, and shares are trading down to a nickel, the perpetrators of the new Pump & Dump campaign, headed up by Providence Media, publisher of Paragon Report, Bedford Report and many other newsletters, will be long gone with the pockets of their jeans well stuffed with street investors' cash. With the next set of financials for the company not due until mid-February 2014, gullible investors turned bag holders will not realize that they have been had and that the company is not viable until it is too late.
Shares of MDDD have traded actively since the consummation of the Umicron acquisition. During November shares began trading at about a dollar, irrationally trading up to $6 a share, before retracing their way back to the buck range, at which the company's market cap is about $63 million. At $6, the market cap was $370 million. It is difficult to argue that these are ridiculous valuations considering the financial status of the company, especially when you consider that there are plenty of legitimate public companies in the 3D printing space which offer actual asset value. For example, Mediabistro, Inc. (MBIS) which trades on the NASDAQ has only a $10 million market cap and quarterly revenues of almost $3 million. Organovo, Inc. (ONVO) , trading on the NYSE MKT, has a larger $480 million market cap, but $53 million in cash and some revenues to boot. These are actually operating companies which were never promoted and did not need fraudulent gimmicks to bring attention to their companies.
While MDDD's choice of the name, "Wideboy", for their line of 3D printers may have been a decision made purely on the geometric aspects of the printers, we think it is quite prophetic of the end result of investments in the stock. You see, "wide boy" is a British slang term for a man who is prepared to use unscrupulous methods to progress or make money. Think about it.
But unfortunately ended up in Hell!!!!!
That is the chance you take playing the Pinks/OTC markets. Every pumped stock is basically a scam.
Read this from last nights Pumps and Dumps dot com article.
Spam email promoter, Stock Castle, and its varying partner newsletters with names like Wall St. Penny Advisors, Hottest Penny Stocks, Obscure Stocks and the more recently formed, Penny Stock Profitz, have been promoting Nevada Gold Corp (NVGC) for a couple of weeks now. Up until Friday shares were climbing steadily on heavy volume, in about as controlled a dumping as one will see. We all know where this one will end up, which is in the tank, along with past major schemes from these touts, like WILD, USGT, BRND, IDOI, MSTG and so many more.
Spam email promoter, Stock Castle, and its varying partner newsletters with names like Wall St. Penny Advisors, Hottest Penny Stocks, Obscure Stocks and the more recently formed, Penny Stock Profitz, have been promoting Nevada Gold Corp (NVGC) for a couple of weeks now. Up until Friday shares were climbing steadily on heavy volume, in about as controlled a dumping as one will see. We all know where this one will end up, which is in the tank, along with past major schemes from these touts, like WILD, USGT, BRND, IDOI, MSTG and so many more.
As with all of these long term promotions which are headed up by a single group of newsletters, from time to time, the run up will be interrupted by a massive sell-off, instigated by the promoters and their clients themselves. The sell-off, which is usually followed by screaming accusations of "damn shorts" in "crying wolf" style, is in order to keep interest in the targeted stock high. For one thing, those who are already holding the stock are less encouraged to sell, as they might have been inclined in order to lock in profits had the shares would have been allowed to continue climbing unabated. For another thing, new buyers might be less encouraged to purchase stock, if they feel that the share price has run away from them. A retraced share price offers new hope to a new generation of dupes.
Stock Castle has perpetrated this trading pattern successfully over and over again. Best Damn Penny Stocks is another long term promoter that invokes this style. The recently defunct, Awesome Penny Stocks was an expert at it.
As if taking the public's naivety for granted in order to reap ill-gotten gains wasn't bad enough, the newsletters now would like you to believe that they expected Friday's sell-off all along.
We take particular note of the opening comment, "The expected correction has finally happened and it is presenting a great buying opportunity!" Really? "Expected correction"??? Well somebody forgot to tell us that it was expected. And if the sell off resulted in a great buying opportunity, then didn't we have a great selling opportunity ahead of the dump? Nobody told us about that either.
Actually, the email that had been delivered to subscribers' Inboxes just 5 hours earlier, said everything to discourage us from believing that a correction was expected.
In fact, the earlier email starts out with the question, "Is $2 Next For NVGC?" There was no questioned posed along the lines of, "Is a correction next for NVGC?"
Near Friday's close, NVGC put out a press release disavowing the promotion campaign on its stock and claiming to have nothing to do with it. That release was probably preceded by a phone call from the SEC, who has begun to take actions against promotions making outlandish predictions such as this one does. We're going to take the position that the company and it's officers and directors are lying in that press release, and state unequivocally that not only did they know about the Pump & Dump campaign in advance, but they had a hand in funding the campaign, likely with the aid of IR service provider, Small Cap Voice, who is admittedly being paid by the company, and is disseminating emails concurrently with Stock Castle.
Yes a 90% drop is the norm, and it could end up on the Greys where curtailed trading and huge fluctuations between buy and sell prices are also the norm.
The Sec is finally showing BALLS on scams like these.
Pumpsanddumpsdotcom onto this now, it's dead meat.
Pleased I didn't take you up on your recommendation!!
It didn't, just another scam.
you must be doing a Rob Ford at the moment. The SEC should be shutting all of these P&D's down on a daily basis. The sad part is, hardly any of the crooks running these scams ever get brought to justice, they just migrate into other scams.
You had asked my level of research regarding FVSTA a couple of days ago and I quoted you 8 failed P&D tickers. You don't need to research a blatent scam, instinct should tell you.
Are we still huffing and puffing on this POS
Been away for a few days so I thought I'd check in on the FVSTA scam. What do you know it's done dick-all since Tuesday, in fact it's dropped. And the morning comments are still predicting utopia ha-ha-ha give me a break this scam is toast, or will be in the near future.
We are not dealing in Microsoft here. Logic does not apply in the Pinks. In the case of FVSTA "logic" is a swear word at best, since it's trying to increase it's value in ponzi scheme fashion by making ludicrous statements to increase interest and value.
Why always the conspiracy theory? The price is set by the bid and the ask. If the lowest ask is $1 and someone is prepared to pay that, then the price goes to $1. This is not moving because there is not enough interest, you can tell that by todays volume which is shocking for a so called Company trying to sell over half a billion pieces of worthless paper (shares). The insiders in the Company are selling to any bid that comes in so that is why the price is staying down, no other reason.
Hi GOINGDOWN-AGAIN, certainly not been the response to the Company lies, that most people on this board were hoping for today. Finally maybe people are starting to learn their lessons from past debacles. Certainly is a lack of buyers of this cr-ap so the insiders that are selling can't resist hammering any bid that comes in.
I agree with you 100%, it's all smoke and mirrors and people actually believe this sh-ite. Seen it so many times on the Stinky Pinky's.
Daytraders making a nice 50% profit and the Company insiders selling on the back of their bogus news, take heed of this as the longs will be the ones hurting when it all comes crashing down.
No he wont, it's a ploy to suck people in to the scam. All these P&D's operate the same way. The experienced daytraders and insiders take the gullible newbie longs to the cleaners.
What a bunch of gobbledygook. Refusing to name the institution that has "suposedly made an offer. That's because it doesn't exist and once silly people start buying into this the insiders will divest themselves of their shares in this worthless POS.
So far the last 5 days should have been interesting, according to you and other posters, but they weren't. I wonder why?
It appears there are so few buyers that the insiders are whacking all the bids in site.
Be careful, this P&D has been running for 33 days. It has 19 touts pushing it, it is the 3rd time it has been pumped. As of the last quarter (June) it had zero revenue and zero cash on hand. Don't remortgage the house on this one.
More short term lies could take the price up near term. They can't keep hoodwinking people with news day after day. My reply to you was based on where this will be in 3 to 4 weeks time not where it will be on Wednesday or Thursday. Most P&D's get a upwards run and then die. This will be no different. Actually this one has been going for a while now and has gone nowhere. It will also continue to go nowhere when the daily trading volume isn't even 1% of the total number of shares.
We shall see my friend, just hold onto that thought. I have taken note of your post number and I will give you my further opinion in 3 to 4 weeks time. We will see if I am right or wrong.
You typically find that as a so called Company gets close to it's next quarterly filing it drops like the lead balloon it was in the first place.
I'm more surprised by the "lack" of negative posters on this board.
Alliances aside for a moment I believe the recent debacle with APS has really affected trading volume in these markets. The trading halts on PCWT and PWEI really hit the OTC and PINK markets hard.
I keep track on around 40 past picks (P&D's) and trading volume over the last 3 weeks has been way down.
You are correct, my posts are 99% negative but you will find they are 100% correct. Every single one of them, bar none, turned out to be exactly what I said it was.
I will take that back, there is one Company, that I discredited, GRLT that I do think could become more than your regular P & D. FVSTA doesn't fall into that category.
It's called "Investing for Dummies" You create an illusion that you have something of value, that is actually worth nothing. It's like having a turd and putting some icing on the top and calling it chocolate cake.
FVSTA is putting out more news at the moment than the Wall Street Journal and it's all for the single purpose creating the illusion. It will all end in tears for the newbies (longs), it always does.
This is the 3rd P&D for FVSTA. I can assure you that there was no follow through on the promises of the first 2 campaigns, so pardon me for being a little skeptical.
In my experience these scams with multiple P&D's never amount to anything but a scam. However it always amazes me as to how gullible human beings can be!!
Who says I don't have a financial interest here? There are many ways to skin a cat, or in this case, play a stock.
I actually believe you, at least more than I believe the news coming out of FVSTA.
However I'm not fond of heights, and NO I wont jump. I have to many excellent investments making me lots of money to take you up on the offer lol.
I agree, he should know it's been a scam from day 1.
LOL so they believe this POS should have a value close to $1.5 billion. If I wasn't so close to the toilet I could have wet my pants laughing. What a stupid and absurd statement to make.
Lukoil probably don't have a clue who these con men are. In my 34 years of experience in the stock market, bigger Company's couldn't give a rats arse about what they write in the press. Only when there is a percieved blatent patent infringement or something that decredits them do they think it worth getting their lawyers and press people involved.
Sorry you completely lost me with that comment????
P&D.com seem to love this POS
The Nightly Recap: October 31, 2013
Kudos, to Market 365, which for once didn't create a majority of overpays with its "pick" of FVSTA. This promotion benefited from the gullibility of those buying into the absolutely absurd press release today, announcing that the company was to study the possibilities of listing on a higher exchange, daring to compare itself with mega giant Lukoil. If ever a press release was ever designed to support a Pump & Dump campaign, this was it. Now of course moving from the Pink Sheets to the OTCQB would be nice, but hardly Earth shattering and by invoking Lukoil and the NASDAQ into its press release, the company misled the public into believing goals that are loftier than intended. By the way, we are studying the possibilities of turning water into gold. We have a better chance of succeeding than FVSTA ever has at listing on the NASDAQ.
They also taught me to speak the truth, something that most of the pumpers on here fail to do.
Nice one lol
I sent them all a Facebook friend request but so far they've ignored me. However when you're out in the field with your wellington boots on and a shovel digging for oil it's difficult to stay close to the computer. Maybe they'll befriend me later.
Appearances can be misleading, maybe we should ask our new hero Edward Snowdon what he knows about FVSTA. Now there is a person whose integritty to tell the truth I can respect. Oops this will be deleted.
I'm sure Bernie Madoffs qualifications were pretty good as well, doesn't guarantee his, or anybody else's honesty. There are con men in all walks of life.
It has to be 12" and have the hot peppers, a 6" with the pickles doesn't qualify.
The participant's hardly fill me with confidence
Mikhail Schegolevsky, Board President
Grigory.Gabrielyants, Vice President
Alexander Plekhanov, Board Vice Pres
Vadim.Anikeev, Board Secretary
I'm sure they will have a nice vodka on hand to celebrate their new found wealth?