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Important Information regarding the MSPC 3(a)10 transaction

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nodummy   Thursday, 03/08/18 06:34:31 PM
Re: The Grinch post# 24874
Post # of 47297 
Important Information regarding the MSPC 3(a)10 transaction

MSPC has a $1,037,238 3(a)10 settlement with CF3 Enterprises LLC. I had posted about this way back in January of 2018

MSPC has already started issuing stock towards the 3(a)10 settlement agreement

The 3(a)10 transaction with CF3 Enterprises LLC was settled on November 1, 2017

MSPC disclosed in an 8K that the case was settled and that on November 14, 2017 they issued 460,000,000 free trading shares of stock to CF3 Enterprises LLC

On November 1, 2017, a hearing on the joint motion was held, at which the full terms of the Settlement Agreement were disclosed and at which the court entered an order, dated November 1, 2017, approving the Settlement Agreement and ordering the Registrant and CF3 to comply with its terms.

On November 14, 2017, CF3 submitted a request for the issuance of 460,000,000 shares of Common Stock in respect of the first monthly issuance under the Settlement Agreement and by virtue thereof, became the holder of these shares on that date.

According to the 8K, the shares were issued at a 50% discount to the lowest price of the stock over the previous 30 trading days. So since that was $.0001/share those shares were issued at $.00005/share covering $23,000 of the $1,037,238.88 owed.

The 8K suggests that shares will be issued to CF3 Enterprise on a monthly basis.

The 8K also suggests that CF3 Enterprises LLC will be selling the stock first to raise the money to pay the "Claimants" from which it acquired the debts. CF3 Enterprises will be paying the claimants off over the next 210 days following the settlement. This isn't exactly legal. That is a kickback scheme and the SEC would frown upon a transaction like that.

In August and September 2017, CF3 Enterprises, LLC (“CF3”) acquired claims against the Registrant for failure to pay promissory notes and breach of contracts, which totaled $1,037,238.88, from several persons (the “Claimants”) pursuant to claim purchase agreements, under which CF3 agreed with them that it would bring legal action against the Company seeking a judgment for that amount and would attempt to settle these claims pursuant to a judicially approved Settlement Agreement (the “Settlement Agreement”) and, if successful in so settling, would pay each of the Claimants a specified amount each month for seven months; the aggregate amounts to be paid each month vary from $1.00 to approximately $230,000.

On October 20, 2017 the O/S was 3,892,178,868 shares and the float was 2,042,178,868 shares.

On February 23, 2018 the O/S was 5,389,941,887 and the float was 3,539,941,887 shares.

That's an increase of 1,497,763,019 shares to the float between October 20, 2017 and February 23, 2018.

We already know that 460,000,000 shares were issued to CF3 Enterprises LLC on November 14, 2017. There is no doubt that the other 1,037,763,109 new free trading shares were also issued to CF3 Enterprises Inc.

Since MSPC mostly traded at $.0001/share between November 14th and February 23rd, CF3 Enterprises LLC probably got all of its shares at $.00005/share. That means the 1,037,763,109 new free trading shares would have paid off another $51,888 in debt.

$1,037,238.88 - $74,888 would leave $959,350.88 to go.

MCPS already raised their Authorized Share Count from 10,000,000,000 to 20,000,000,000 to make room for all of the future dilution from the 3(a)10 settlement

I think it is a super safe bet that the recent massive volume/interest on MSPC is because of CF3 Enterprises LLC selling stock into the market. The volume way more than made up for the shares that CF3 Enterprises LLC was dumping into the market, but there is no question that CF3 Enterprises LLC will be dumping a lot more shares into the market in the future.

The MSPC float will continue to grow and eventually there won't be enough interest in the stock to keep soaking up all the new shares. Mark my words. MSPC will end up back where it started.

MSPC has other issues besides just the shady 3(a)10 settlement that will lead to billions more shares entering the float.

MSPC is almost 2 years delinquent with its SEC filings. As a delinquent SEC filer, MSPC is a risk to get suspended by the SEC.

Add in the fact that MSPC paid a banned securities violator named Robert Gandy for services and the risk of suspension increases.

It wouldn't surprise me at all if Robert Gandy is some how involved in CF3 Enterprises LLC with Clarence Fitchett.

Here is a break down again of the CF3 Enterprises LLC 3(a)10 settlement

On 09-26-2017 CF3 Enterprises LLC did a 3(a)10 transaction with MSPC. CF3 Enterprises LLC agreed to pay $1,037,238.88 in debts for MSPC in exchange for discounted free trading stock. According to the Complaint (which is too big too upload but is available for all to view at the Broward County court records website) the $1,037,238.88 covered the following debts:

a) $257,446.07 owed to Caraso SA

Casaro S.A. is a Panama entity controlled by attorney Barry Miller who is the long time attorney of Richard Astrom and also the long time attorney for MSPC.

Barry Miller
Casa 9, Calle 5, Villa Zaita
Las Cumbres, Panama

The money was owed to Barry Miller for legal fees

b) $340,342.81 owed to Parisian Summer Inc

Parisan Summer Inc is controlled by Richard Astrom. Richard Astrom is the former control person of the MSPC. MSPC still owed Richard Astrom a bunch of money through two entities Richard Astrom controlled named Sugar Daddy Inc ($162,043.09 including interest) and Dixie Assets Management Inc ($164,191.72 including interest) plus $8,108,000 owed directly to Richard Astrom for a total of $334,342.81 plus $3,000 that Richard Astrom paid to attorney Laura Anthony and $3,000 that Richard Astrom paid to attorney Stuart Reed for their assistance in the transfer of the debts to Parisian Summer Inc prior to the 3(a)10 court filing.

c) $200,000 owed to USA LLC (Leandro Jose Iglesias) for money owed to USA LLC as part of an acquisition agreement from April 2017

d) $120,000 owed to Silverback Promotions LLC for some services rendered. The agreement with Silverback Promotions LLC was signed on August 9, 2017.

Silverback Promotions LLC is controlled by Robert Gandy. I remember Robert Gandy very very well from the PGIE scam. The SEC actually acted on that dirty scam and filed litigation against Robert Gandy and the PGIE CEO

The SEC permanently enjoined Gandy from any future violations and barred him from participating in any future penny stock offerings

e) $90,000 owed to INS Consulting LLC because of some advertising agreement

INS Consulting LLC is controlled by Derek McCarthy

f) $19,450 owed to Paritz & Company PA for services rendered.

Paritz & Company PA is a CPA

g) $10,000 owed for legal services related to the 3(a)10 transaction

The MSPC/CF3 Enteprises LLC 3(a)10 settlement was one of three nearly identical 3(a)10 transactions done by CF3 Enteprises LLC. DRWN and MCIM were the others.

This isn't even the first 3(a)10 transaction done by MSPC.

MSPC did a 3(a)10 transaction with IBC Funds LLC back in early 2015 - Case #2015CA000503AX in Manatee County Florida

$50,750 owed to Luis Rodriquez + $11,500 owed to Paritz & Co + $131,250 owed to Adapta Capital Management LLC totaling $193,500 was paid off by IBC Funds LLC in exchange for discounted free trading stock

Luis Ernest Rodridquez was some attorney from Venezuela that allegedly assisted with filings

Paritz & Co was legal counsel for the Issuer in the United States

Adapta Capital Management LLC which was signed for by Alan Furth was paid as a consultant for helping arrange the acquisition of "Ikal Lodge and Wine". Furth was also a native of Venezuela that had moved to the United States.

Way back in 2013 when MSPC did an S-1 to register 335,200,000 shares of stock (mostly owned by the Richard Astrom family) to be free trading, Alan Furth was one of the shareholders

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