Deja Vu
This PR from September of 2009 which talks about a merger with a Nevada business entity, an S-1 filing, and a 10 - 1 dividend payment gave me Deja Vu
BioCentric Energy Announces Merger Agreement With Reporting Company
SAN JUAN CAPISTRANO, CA--(Marketwire - September 21, 2009) - BIOCENTRIC ENERGY HOLDINGS, INC. (PINKSHEETS: BEHL) ANNOUNCES: The company today agreed to the terms of a merger agreement with a fully reporting company.
BioCentric President Dennis Fisher today commented, "BioCentric has reached an agreement with a Nevada domiciled fully reporting company which will enable BioCentric to emerge as a fully reporting OTC Bulletin Board company.
The basic terms of the merger comprise of:
The OTC:BB company will be named BioCentric Global Solutions, Incorporated
"BioCentric Global Solutions, Incorporated"
1) Will acquire all of the assets of BioCentric Energy Holdings, Inc. (BEHL) For a combination of Preferred and Common Shares.
2) Will acquire controlling interest of BioCentric Energy Algae, Inc. (The subsidiary) For Preferred Shares.
3) Will file an S1 Registration document for approval to issue One Free Trading Bonus share of common stock to existing BEHL shareholders for every Ten shares of BEHL shares owned as of a record date, to be determined.
The merger process has already begun and regular progress reports will be made available by public notice including the record date of qualification, the new trading symbol and the bonus shares distribution date."
Obviously this merger never happened and the S-1 was never filed. Unless I'm missing something they never even named the "fully reporting company" which they were going to merge with. That is a pretty big red flag right there.
Was the name of this merger candidate ever made known? I am assuming at this point it was between Envirotek and BEHL even though they haven't named Envirotek yet in the PR. Envirotek was far from a "fully reporting" company though.
IF it was Envirotek they must have either:
a) realized right away that they either goofed up with the PR about the company's fully reporting status
b) they figured out that there was no chance they could complete the paperwork for some reason so they changed it to a joint venture agreement.
c) they never planned to do a merger and it was just some fake PR to help pump which was just coming off it's huge spike from the illegal promotion jobs done on it
You could basically change the date of that article to 2010 and take out the fully reporting part (BLPD is far from fully reporting too) and change BioCentric Global Solutions, Incorporated to Biocen Natural Products Development Group and Bingo - all set.
