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Re: BingBing90 post# 82440

Wednesday, 12/31/2014 11:54:03 AM

Wednesday, December 31, 2014 11:54:03 AM

Post# of 220962
I had a look at WNTR meteoric rise:

At the end of 2012, WNTR had ($151) cash, and no other assets. No revenues.

But they had a LOI with Ludvik Holdings, Inc. to acquire $21M of "assets", for $21M of "cash and securities", of which $15M would be paid with WNTR shares, and $650K in cash. And an additional consideration of some WNTR Serieas A preferred shares.

Nowhere the nature of the "assets" was described.

The Letter of Intent with Ludvik, was disclosed in this filing:
http://www.otcmarkets.com/financialReportViewer?symbol=WNTR&id=106375

1. The company has entered into a Letter of Intent with Ludvik Holdings, Inc to acquire certain Ludvik assets that will provide for approximately $20m in assets and income of approximately $500,000 per year in revenue.



Nowehere in the LOI the assets are in any way described. Ludvik even agrees to pay $25K in cash to WNTR (its acquirer), and provide $350K of working capital...

On June 30, WNTR balance sheet has changed a lot,
$7,513 cash
$15.4M "Deposits"
$3M "Investment Portfolio"
Only $357K of liabilities.
$14.6K of income, which exactly matches $14.6K of expenses.

On June 30, 2013 the Company entered into an agreement with World Capital Leasing Inc., to acquire a portfolio of leases for Three Million ($3,000,000) Dollars by the issuance of 600,000 shares of Series C Preferred Stock with a stated value of $5.00 per share. The Series C Preferred shares are to be issued subsequent to the period ending June 30, 2013 (Exhibit 99.2).


On July 9, 2013 the Company entered into a Letter of Intent to acquire the Honeywell Estates LLC for a total purchase price of Twenty Six Million ($26,000,000) Dollars. It provides for the payment of Two Hundred and Fifty Thousand ($250,000), assumption of a First Mortgage and the balance of payment in the form of a Secured Convertible Note (Exhibit 99.3).


The Company is currently doing an offering of up to One Million ($1,000,000) Dollars under Regulation D, Section 504 to pay for the acquisition of the Ludvik Assets, additional acquisitions and working capital. The Company has received a preliminary commitment to purchase the entire offering subject to certain escrow provisions.



So, at this point the company has acquired $18M of "assets", at apparently no cost at all, and has found another $26M of "assets" to acquire the same way.

But bummer, the $26M deal didn't pan out.

In the 2013 Annual Financial, posted March 28, 2014, a new balance sheet change:

$4,342 Cash
$2,234,000 Accounts Receivables !!!

$29.4M in Other Assets - Investments.

Some revenues: $207K in "Fees", $321K in Interest Income.
$203K in Cost of Services.

NOTE 4 - ACCOUNTS PAYABLE
The Company had an account payable to an unrelated party in the amount of $22,000 for services provided commencing July 1, 2011 through April 30, 2012. The accounts payable was settled with the issuance of 30,000,000 common shares, pursuant to Section 3(a)(10) exemption, under a court order from the District Court for the State of Iowa. The company’s current account payables is $3,701.



Oh, wait, the company has almost $30M in "assets", $500K of revenues, and as unable to find the cash to pay an invoice of $22K ? (Sicilian accent) Unconceiveable !

NOTE 4 - ACCOUNTS RECEIVABLES AND OTHER ASSETS
The Company has an account receivable due from China Ming Yang in the amount of $1,734,000 and $500,000 in an account receivable due from Solar City.
The company has $21,457,324 in Ludvik Holdings, Inc assets and $8,000,000 in assets that were purchased for the issuance of Series C Preferred Shares.


See, some entity in China owes them $2M. That's nice.
And the company magiked $8M more of "assets" by issuing Series C shares.

This company is going places!

The "acquisition" of Ludvik Holdings was kind of a reverse merger, since the CEO and owner of Ludvik ended up being the CEO and major shareholdr of WNTR:

8) Officers, Directors, and Control Persons
Names of Officers, Directors, and Control Persons.
Frank Kristan, Director, President and Treasurer
Frank Kristan has been employed with Ludvik Holdings, Inc and its predecessor for more that five years. Frank Kristan, effective April 8, 2013, became our Sole Director, President and Treasurer. Mr Kristan is the President of Ludvik Holdings, Inc (“Ludvik”).
Ludvik Holdings Inc is a diversified holding company of investments with an initial founding capital of $10 million dollars provided to the portfolio companies. It projects strong returns over a ten year period through implementing a diversified investment strategy. Ludvik Holdings Inc., is a Delaware Corporation, that is managed by Frank Kristan, President and CEO, who has managed funds in excess of $50 million dollars.
Mr Kristan controls Ludvik Holdings Inc. that owns 154,125,870 common shares of stock.



At mid-2014, WNTR was lokking to become also a pot company:

The Company has formed Green Company Holdings, Inc., a Colorado Corporation to create a diversified portfolio of investments in the hemp and medical marijuana sectors.



Which leads us to the end of 2014: http://www.otcmarkets.com/financialReportViewer?symbol=WNTR&id=131207

WNTR's "assets" have ballooned to $72.8M.
The company has a meagre $3,931 cash, and still $1M in receivable from China.

As liabilities, a small Note Payable of $51.2M that wasn't in the balance sheet before.
$126K of revenues in the last Q, not bad for a single employee.

7) Describe the Issuer’s Facilities
At the date of this quarterly report, we have an annual rental of virtual office space. We currently pay $164 per year. In addition we have use of offices at 332 N. Henry Street, Williamsburg, Va. 23185.
Accordingly, we expect a significant number of our employees will work remotely. At this time, we are unable to predict the number of personnel we may need to accommodate at central, regional or local office locations.



The Note 3 explains the Lemaro and the LudviK investment. Apparently WNTR acquired even more of the Ludvik "assets", which I thought they already owned.

Very impressive story of rags to riches. Acquire $$$ millions of assets only by using your own stock as currency.

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