Williamsville Sears Management Inc. (fka WSML)

[nodummy]

So was the PrimeWater Ltd proposed merger terminated? I've read information that makes it sound like it was and the PrimeWater Ltd website was recently suspended

http://primewaterviewholdings.com

Palewater Advisory Group acquired this old pump&dump shell from Joseph Arcaro after Arcaro hijacked it through the Nevada courts.

This is an interesting read about the sister company to Palewater Advisory Group, Milost Global Inc, which is also involved in WSML. It could explain why the PrimeWater Ltd merger may have been terminated. Milost Global Inc is littered with red flags and legal issues

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=141127457

Here is a copy of that lawsuit filed against Milost Global Inc, Mandla Gwadiso, Jerry Choate, Egerton Forster, James Kou, Brian K. Kistler, and Harold Martin

https://promotionstocksecrets.com/wp-content/uploads/2018/05/MilostGlobalLawSuit.pdf

It basically says that Milost Global Inc enticed Alexander MacGregor into entering into a bogus financing agreement.

Initially Milost Group Inc offered to provide $25m in funding and a buy-out using public Issuer Phi Group (PHIL) with whom Milost Global Inc had already signed a $100m financing agreement.

That deal didn't work out and a new deal was proposed.

The way the new deal would work is that Milost Global Inc would provide the funding to Alexander MacGregor using a new Form 10 pubic shell, but first MacGregor would have to acquire the shell company from Brian Kistler.

The shell company was named KMRB Acquisition Corp II.

It was formed in Florida by Brian Kistler and was in the process of going public as a blank check company through a Form 10 filing.

http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=KMRBACQUISITIONII%20P150000687510&aggregateId=domp-p15000068751-4fa764b5-7116-42d2-96c6-49e67b7a3660&searchTerm=KMRB%20&listNameOrder=KMRBACQUISITION%20P110000703980

https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001653882&owner=exclude&count=40

No surprised that Clifford Hunt helped Brian Kistler set up the shell since Hunt was involved with Brian Kistler in a little offshore share selling factory

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=118462789

MacGregor ended up paying $580,000 total to Milost for the acquisition of the shell. Coinciding with the acquisition, the shell was renamed to Milost Acquisition Corp.

Milost Acquisition Corp never went public though. It failed to complete the process and MacGregor got nothing in return for his investment. He couldn't even get his money back when he demanded it.

So now Alexander MacGregor is suing Milost Global Inc, its executives - Mandla Gwadiso, Jerry Choate, Egerton Forster, James Kou, Brian K. Kistler - as well as Milost's inhouse counsel - Harlod Martin - for fraud and breach of contract.

The case is ongoing and looks like it is headed to discovery which Milost obviously doesn't want to have happen. Unless Milost settles it is scheduled to drag on for several months at least.

The whole deal looks like it was meant to defraud Alexander MacGregor from the start since Brian Kistler was an executive for Milost Global Inc and its sister company Palewater Advisory Group

https://globenewswire.com/news-release/2018/02/04/1332560/0/en/Palewater-Advisory-Ropes-In-a-Brooklyn-New-York-Native-Business-Mogul-As-New-CEO.html

Brian Kistler has a history of working with shady people including Jared Hochstedler, Edward R. Miers, and Stephen Carnes (all Indicted) and Larry Powalisz (sued by the SEC)

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=141119179


As far as the Financing to PHI Group (PHIL) goes. PHIL paid Milost a $100,000 retainer fee in the form of $10,000 cash and $90,000 in stock (225,000 shares) as part of an agreement that Milost would find financing for PHIL and also help PHIL locate acquisition targets in South Africa and North America.

The financing would end up coming from Milost in the form of a $100m financing agreement.

According to the PHIL filings, PHIL tried to draw out $500,000 from Milost as part of the $100 million financing agreement and Milost failed to deliver the money so PHIL terminated the agreement and cancelled the 225,000 shares since PHIL had also failed to perform any of the services it had been paid to provide.

https://backend.otcmarkets.com/otcapi/company/sec-filings/12324935/content/html




The frauds pulled on Alexander MacGregor and PHIL look like just two of a string of frauds executed by Milost Global Inc when you go through the articles done by the businessdayonline.com

http://www.businessdayonline.com/math-doesnt-add-milost/

http://www.businessdayonline.com/ibeto-cement-shrugs-off-warning-signs-inks-850mn-milost-deal/

http://www.businessdayonline.com/need-know-milost/

http://www.businessdayonline.com/milost-sued-new-york-fraud-violating-us-securities-exchange-law/

http://www.businessdayonline.com/nigerian-stock-exchange-taps-efcc-milost-investigation/

http://www.businessdayonline.com/japaul-pulls-plug-350m-milost-deal-stock-slumps-8/

The publications mention how numerous companies have pulled out of deals with Milost Group Inc because of red flags.

The articles point out how Milost Global Inc lacks the capital to make the investments it is inking and how Milost Global Inc is inking deals at multiple times the true value of the companies.

They point out how everybody has been backing out of the proposed deals inked with Milost Global Inc because of those numerous red flags.

The list of companies allegedly defrauded by Milost Global Inc through bogus financing deals includes:

KGIC Inc (Alexander MacGregor)
PHI Group Inc (PHIL)
Resort Savings and Loans
Japaul Oil & Maritime Services PLC
and 4 other companies that the Business Day Online said they talked to that didn't want to be named

The only proposed deals still in place are the PrimewaterView Ltd proposed deal involving WSML, the Ibeto Cement proposed deal involving CYPE, and a proposed deal with Femab properties (a Nigerian Real Estate company) from 2017

The WSML deal with PrimewaterView Ltd seems to be in question though. The articles by the Business Day Online make it sound like it may have been terminated and the PrimewaterView Ltd website is now suspended

http://primewaterviewholdings.com

Since the author believes that Milost Global Inc doesn't have as much capital as it is claiming it will provide to Ibeto Cement, the author expects that the Ibeto Cement deal will also end up falling through like the other 8+ Milost Global Inc deals before it.

Ibeto is probably just another victim that ended up paying Milost some fee upfront for services that Milost will never actually end up providing.

Since Palewater Advisory Group acquired control of both the WSML and CYPE shells it is starting to look like their sister company, Milost Global Inc, is just inking these proposed deals to run pump&dumps on the public tickers.



The Business Day Online further states that the lawsuit in New York isn't the only legal problems for Milost Global Inc. They say that Milost Global Inc is now under investigation by the Nigerian Stock Exchange (NSE)

http://www.businessdayonline.com/nigerian-stock-exchange-taps-efcc-milost-investigation/

Seems like one Nigerian company after another. PrimeWater Ltd deal falls through they come up with another Nigerian company - Turner Wright Limited. Personal I am suspicious of anything coming out of Nigeria and with all the negative info out there about Milost being a fraud it wouldn't surprise me if the new proposed deal with Turner Wright Limited also falls through.

I noticed that Egerton Forster and Milost Global Inc fail to disclose the pending lawsuit against them in the Form 10 filing. Seems like it should have been disclosed. No matter, the info will get to the SEC regardless.

The Brian Kistler/Harold Martin linked Nigerian companies (Milost Global Inc and Palewater Advisory Group) throw up a massive amount of red flags. It will be interesting to follow them moving forward to see if they show up in any other public shells or sign any more bogus financing agreements. They are headed down a dangerous path that hopefully ends soon with the SEC or DOJ taking notice.