DD Support Board and Research Team

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Here is a summary of some of the research I have put together as it relates not just to CYPE but to all of the Arcaro shells and Palewater/Milost plays:



I believe that Palewater Advisory Group and Milost Global Inc are misrepresenting themselves to private companies seeking large amounts of financing so that Palewater Advisory Group and Milost Global Inc can cheat those private companies out of upfront fees and use the proposed deals to run pump & dumps on public shells they are acquiring from the Jeffrey DeNunzio/Joseph Arcaro/Frederick Bauman shell hijacking operation.

Jeffrey DeNunzio is the son of Thomas DeNunzio and business partner of Paul Moody. In 1991, Thomas DeNunzio was Indicted for Mortgage fraud. He participated in a land flipping scheme along with Glenn Monteiro, Janet G. Dolber, Joseph Cassiere and Janet Pezzullo. Facing a 21 month prison sentence, DeNunzio immediately began cooperating with the FBI against the 3 remaining defendants that hadn’t yet pleaded guilty. As a result of his cooperation, DeNunzio only ended up with 6 months in a community corrections center to go with his $500,000 restitution fine. The $500,000 went unpaid until 2007 when DeNunzio worked out some kind of financial deal with the government which isn’t disclosed to the public.

Together Thomas DeNunzio and his son, Jeffrey DeNunzio, started a massive blank check shell factory a few years ago. The duo together with Paul Moody created dozens of blank check companies along with some 1-A shells and some S-1 shells. The main attorney used by this group was Adam Tracy. Tracy came under an SEC investigation in 2015 for his alleged participation in sham S-1s. The SEC subpoenaed Tracy for information about 15 different S-1 shells with which Tracy assisted included a DeNunzio/Moody shell named NL One Corp (now Flagship Global Corp). Tracy refused to cooperate with the Subpoena delaying the investigation for months then finally in 2018 the SEC ended up banning Tracy from practicing as an attorney in front of the Commision. More information about the Tracy/DeNunzio links can be found at this link.

Tracy’s business association with DeNunzio went beyond work that Tracy did for DeNunzio for the blank check companies, S-1 shells, and 1-A shells. Jeffrey DeNunzio also became a heavy backer in Adam Tracy’s shell hijacking business. Between 2015 - 2017, Adam Tracy participated in the hijacking of dozens of abandoned shells by filing for custodianship of those zombie tickers through the Nevada court system. Tracy’s shell hijacking business was derailed by the SEC investigation, a Bar Complaint (over a non-Securities matter) which led to the suspension of his license in Illinois, and several lawsuits filed by individuals involved in the purchasing of his shells because of misrepresentations made by Tracy about the cost of the shells and services associated with the shells.

With Adam Tracy out of the picture, Jeffrey DeNunzio found a new attorney in Frederick Bauman and new shell hijacking partner in Joseph Arcaro. Joseph Arcaro has been involved in shell hijackings going back to around 2007. One of the more famous shells that Arcaro hijacked was the AMOG shell which the FBI used for a sting together with their cooperating individual, Coleman Flaherty, to go after stock promoters. The AMOG sting led to the Indictments of Andrew J. Affa, Michael A. Affa, Mitchell H. Brown, Christopher R. Putnam, and Christopher G. Nix.

When Tracy dropped out of the picture in 2017, Arcaro suddenly became very active again in the shell hijacking business with Jeffrey DeNunzio as his backer. Over the past 12 months the following shells have been hijacked (or are in the process of being hijacked) by the DeNunzio/Arcaro/Bauman group:

Arcaro shells (using Bauman as the attorney):
CYPE - sold to Nigerians
WSML - sold to Nigerians
LRDR
AXMP
JADA
LVCA

DeNunzio shells (using Bauman as the attorney):
GMOS
UCRP

Frederick Bauman/Barbary McIntyre Bauman shells:
BONZ
ONSS


Some of those shells have been sold to Palewater Advisory Group/Milost Global Inc and others are slated to be sold to Palewater Advisory Group/Milost Global Inc. Palewater/Milost claimed to own 8 public shells in a tweet they made on May 27, 2018 (since deleted but archived by me at this link)

Arcaro sold the CYPE and WSML shells to Palewater Advisory Group/Milost Global Inc and DeNunzio sold his BTHI shell to Palewater Advisory Group/Milost Global Inc. Those are the only 3 shells Palewater/Milost have publicly disclosed as owning so far.

Palewater Advisory Group and Milost Global Inc are sister companies run by the same individuals. Long time penny stock player Brian Kistler is one of the key members of the sister companies. He helped form/build the companies together with a bunch of Nigerian businessmen (Mandla Gwandiso, Emmanuel Néossi, Solly S. Asibey, Egerton Forster, Alexander Nwuba). Other names associated with the Palewater/Milost group are Kim Freeman, Jerry Choate, James Kou, and Harold Martin as the in house legal counsel. Harold Martin has been the inhouse counsel for Greentree Financial Group (Michael Bongiovanni and Chris Cottone since 2002).

During the late 2000s through around 2012, Brian Kistler was involved in a bunch of dirty debt/dilution scams with a group out of Fort Wayne, Indiana and Florida including Jared Hochstedler, Edward R. Miers, and Stephen Carnes (all Indicted) and Larry Powalisz (sued by the SEC). After the Hochstedler/Miers/Carnes Indictment, Kistler continued to run a bunch of debt/dilution scams together with his nephew David Cupp, friend Robin Hunt, and attorney Clifford Hunt using offshore money laundering groups and paid promotions to assist in the scams. Current Brian Kistler shells include the following:

Success Holding Group Corp, USA (SHGR) - President and Director
Success Entertainment Group International, Inc. (SEGN) - CFO, President and Director
World Financial Holding Group (WFHG) - CEO and Director
Han Tang Technology, Inc. (HTTI) - CEO and Director
Freedom Energy Holdings, Inc. (FDMF) - CEO and Director
North America Frac Sand, Inc (NAFS) Consultant and Shareholder
Dong Fang Hue Le, Inc. (DFHL) - President and Director


Palewater Advisory Group holds itself out as a corporate and public affairs advisory firm specializing in finding financing for companies and assisting with reverse merger transactions. Milost Global Inc holds itself out as a multi-billion dollar financing/investment company.

Milost first burst on the penny stock scene on June 14, 2016 (then operating as Milost Advisors Inc) when it announced that it had been hired by SinglePoint Inc (SING) to help SING identify possible acquisition targets. Despite the press releases, SING never ended up naming Milost in any of its OTC disclosures since no acquisitions were actually made as a result of their alleged agreement with Milost Advisors Inc.

In July of 2016, PHI Group Inc (PHIL) also hired Milost Advisors Inc to help with located potential acquisition targets. Again, despite numerous press releases about proposed acquisition targets, PHIL never ended up making a single acquisition as a result of its agreement with Milost Advisors Inc.

In July of 2016, PHI Group Inc (PHIL) also hired Milost Advisors Inc to help with located potential acquisition targets. Again, despite numerous press releases about proposed acquisition targets, PHIL never ended up making a single acquisition as a result of its agreement with Milost Advisors Inc.

The focus for Palewater/Milost quickly changed to financing by 2017 and Milost started operating under the name Milost Global Inc as a financing company.

During 2017, the sister companies (Palewater/Milost) put out a series of press releases through Globenewswire.com about proposed deals for large sums of financing they made with public and private companies. Some of the (mostly Nigerian and African) companies named in the press releases included PHI Group Inc (PHIL), Inspyr Therapeutics (NSPX), Teg CTL Inc, Mediwell Holdings Ltd, Eco Medical Village Limited, Herman Trading Limited, Primewaterview Limited, Mau Wing Industrial Limited, River One Resources Limited, IDS PNA Pte Ltd, Kings Pride Properties Limited, Femab Properties Limited, Producam SA, Royal Systems & Services Limited, Japaul Oil & Maritime Services PLC, Resorts Savings & Loans PLC, and Ibeto Cement Company Limited.

All of the proposed financing agreements involve hundreds of millions of dollars in financing which is/was supposed to come from Milost. But the financing agreements are just term sheets and none of the deals have been executed to date. The term sheets appear to have only been offered as a way to drum up misleading press about the value of Palewater Advisory Group/Milost Global Inc and possibly to scam the private businesses out of upfront fees associated with the offers.

In reality, Palewater and Milost do not have the assets and capital that they claim.

The misleading press releases misrepresenting the value of Palewater and Milost have been a key driving force in the pump & dump run on tickers now associated with the Palewater/Milost group (CYPE, WSML, and BTHI) as well as other DeNunzio/Arcaro/Bauman hijacked tickers being manipulated on speculation that they are also in the process of being sold to the Palewater/Milost group (LRDR, AXMP, JADA, LVCA, GMOS, UCRP, BONZ, ONSS).

To date, Palewater/Milost has yet to deliver on any of the financing they have offered to the public or private companies and some of those misleading offers have now started to lead to lawsuits against Palewater/Milost and negative press.

Milost was sued in September of 2017 by Alexander MacGregor for fraud and breach of contract. Alexander MacGregor ran a company in Canada named KGIC Inc and was in need of financing which eventually led him to Milost Global Inc.

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. A press release was even put out about a proposed deal with KGIC Inc. In that press release KGIC is referred to as an unnamed large Canadian Education Company.

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.

KMRB Acquisition Corp II 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. It’s no surprised that Clifford Hunt helped Brian Kistler set up the KMRB Acquisition shell since Hunt was involved with Brian Kistler in a little offshore share selling factory.

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 in house counsel - Harold 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 essentially playing both sides of the deal since he was an executive for Milost Global Inc and its sister company Palewater Advisory Group going back to at least early 2017 (possibly even from the very start in 2016).

Not only was the financing deal with Alexander MacGregor/KGIC Inc a sham, but so was the financing agreement that Milost Global Inc signed with PHI Group Inc (PHIL). According to the PHIL SEC filings, 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 drawdown agreement. PHIL and Milost put out numerous press releases about their agreements during the the second half of 2017.

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 (despite the string of press releases touting tons of progress).

The Inspyr Therapeutics (NSPX) deal never made it into the NSPX SEC filings. Apparently the financing agreement was just talk and never even made it onto paper or else it would have been disclosed in the two subsequent NSPX 10Q filings done after the financing agreement was announced in the press release.

The frauds pulled on Alexander MacGregor, PHIL, and NSPX look like just three 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)
Inspyr Therapeutics (NSPX)
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 in their articles


According to the Business Day Online, 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, the PrimewaterView Ltd website is now suspended, and WSML has stopped mentioning PrimewaterView Ltd and started talking about a new proposed acquisition/merger target.

And on May 24, 2018, Palewater/Milost announced another large proposed financial agreement with Turner Wright Limited.

Despite no deals having actually being completed/executed to date and many deals having allegedly been completely pulled off the table, Milost still touts them as deals on their website and Palewater still lists them as current and completed deals on its website possibly in an effort to mislead future clients.

Since the Business Day Online 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 9+ Milost Global Inc deals before it.

Ibeto is probably just another victim that ended up paying Milost some fees upfront for services that Milost will never actually end up providing. Palewater/Milost may even being using the guise of a bogus financing agreement to trick Iberto into paying hundreds of thousands of dollars for the CYPE shell under the false belief that the $850m in financing will somehow come from Milost using CYPE securities similar to what they did to Alexander MacGregor.

That CYPE/Inberto Cement merger is now on hold pending FINRA approval for a name/symbol change and possible reverse split.


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/


Williamsville Sears Management Inc (WSML) is in the process of filing a Form 10 to become an SEC registrant. In that Form 10 filing, Milost/Palewater fails to disclose the Alexander MacGregor lawsuit to the public.

The first deal used to help pump WSML was from a press release on March 22, 2018, announcing that WSML had initiated talks with FPL Holdings Inc as a new potential merger prospect. That proposed merger apparently fell through very quickly because on April 10, 2018, Palewater switched the merger candidate to Primewaterview Ltd with whom Palewater/Milost had signed a financing deal in September of 2017. They must have convinced Primewaterview Ltd that the financing could come through the use of the WSML shell. With the Primewaterview Ltd deal possibly falling through, WSML announced yet another proposed acquisition/merger with True Life Capital Microfinance Limited on May 30, 2018.

To go along with the WSML press releases, Mandla J Gwadiso (head of Palewater and Milost) has been pumping WSML and CYPE hard on twitter even bringing God into the equation.



Century Petroleum Corp (CYPE) also turned into a big pump & dump with millions of dollars in daily trading volume while that Issuer had its price run up based on press releases put out by Palewater/Milost about a proposed reverse merger with Nigerian cement company Ibeto Cement - a deal with relies on Milost providing $850 million in financing to Ibeto that Milost doesn’t have.

Thanks to the stock manipulation pulled on WSML and CYPE, virtually all the other hijacked shells linked to the DeNunzio/Arcaro/Bauman group have seen their stock prices manipulated up on speculation that they could become the next Palewater/Milost plays (LRDR, AXMP, JADA, LVCA, GMOS, UCRP, BONZ, ONSS). These were all abandoned shells; most of which were used for ugly frauds and pump & dumps using paid promotion activity in the past. If the SEC wouldn’t have discontinued the very successful shell expel program many of these abandoned shells wouldn’t have been available to be hijacked and used for new stock manipulation/pump & dump schemes.

I believe that Palewater Advisory Group and Milost Global Inc are misrepresenting themselves to companies seeking large amounts of financing so that Palewater Advisory Group and Milost Global Inc can cheat those companies out of upfront fees and use the proposed deals to run pump & dumps on public shells they are acquiring from the DeNunzio/Arcaro/Bauman shell hijacking operation.