Gepco Ltd (fka GEPC)

[nodummy]

Kensington Leasing Ltd (KNSL) clone companies

Nutra Biopharma Corp and USD Energy Corp (UEGY)

These two companies are starting out exactly like Kensington Leasing Ltd

1) All are Nevada Business Entities - Resident Agent Paul Wilson

Kensington Leasing Ltd (Incorporated 6/27/08 - defaulted 6/30/10)
http://nvsos.gov/sosentitysearch/CorpDetails.aspx?lx8nvq=1w2N4lbcuj8bA07KciaLpA%253d%253d&nt7=0

Nutra Biopharma Corp (Incorporated 7/8/08 - defaulted 7/30/10)
http://nvsos.gov/sosentitysearch/CorpDetails.aspx?lx8nvq=ApkxPHta2xp%252bYapqUr9keg%253d%253d&nt7=0

USD Energy Corp (Incorporated 6/27/08 - active)
http://nvsos.gov/sosentitysearch/CorpDetails.aspx?lx8nvq=Ym9P3Rigj9PKEIROkDtUKg%253d%253d&nt7=0

2) Same people involved in each

Kensington
Angelique de Maison
Charlotte Hopkins
Trisha Malone
Zirk Engelbrecht

Nutra Biopharma Corp
Zirk Engelbrecht
Stephen Boyd

UDS Energy Corp
Trisha Malone
Jeff Ritchie
Bethany Tebbe


3) Kenneth G. Eade is Legal Counsel for all 3 companies

4) E. Randall Gruber LLC is the auditor for all 3 companies

5) All three companies started out with 100,000 A/S

6) All three companies filed a 15c-211 - only Nutra Biopharma hasn't gotten trading public status so far

7) All three companies issued 20,000 shares to their director in exchange for $5000 in legal fees

8) They all have identical financials on their initial form 10's filed with the SEC








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The time line of events for Kensington Leasing Ltd vs USD Energy Corp


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On June 27, 2008 Kensington Leasing Ltd was incorporated as a business entity in Nevada

On June 27, 2008 USD Energy Corp was incorporated as a business entity in Nevada

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Kensington On June 27, 2008 the first shares (20,000 shares) of common stock were issued to officer and director Angelique de Maison

USD Energy On June 27, 2008, 20,000 shares of common stock were issued to officer/director Trisha Malone

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Kensington September 30, 2008 financials show $0 cash, $0 assets, and $5000 in debt due to Angelique de Maison for legal fees she paid

USD Energy September 30, 2008 financials show $0 cash, $0 assets, and $5000 in debt due to Trisha Malone for legal fees she paid

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Kensington During the year ended December 31, 2009 Ms. de Maison loaned the Company a total of $14,250 for operating expenses at an interest rate of 10% per year

Kensington During the three months ended September 30, 2009 Ms. de Maison loaned the company a total of $5,600 for operating expenses at an interest rate of 10% per year.

USD Energy On February 7, 2009 the Company entered into a Convertible Note with Suprafin, Ltd to borrow up to $25,000 for operating expenses with interest payable at 10% per annum. The Note matures on February 7, 2010 and unpaid principal and interest may be converted at any time at the holder’s option into shares of the Company’s stock at the market closing price on the day prior to conversion

USD Energy During the six months ended June 30, 2009 Suprafin, Ltd $19,270 on the company’s behalf for legal and accounting fees

USD Energy During the nine months ended September 30, 2009 Suprafin, Ltd paid $24,910 on the company’s behalf for legal and accounting fees. Accrued interest on this note for the nine months ended September 30, 2009 was $926.

USD Energy During the three months ended March 31, 2010 Suprafin, Ltd paid $39,310 on the Company’s behalf for legal and accounting fees. Accrued interest on this note at March 31, 2010 was $2,514

USD Energy During the three months ended June 30, 2010 Suprafin, Ltd paid $2,500 on the Company’s behalf for legal and accounting fees. At June 30, 2010 the principal balance due on this note was $41,810, accrued interest on this note at June 30, 2010 was $3,502.

USD Energy On July 27, 2010 the Company’s Board of Directors approved the conversion of $45,312 due to Suprafin Ltd in outstanding principal and interest at June 30, 2010 on the note payable dated February 7, 2009 as amended on February 5, 2010 into 2,013,867 shares of Common Stock.

USD Energy During the three months ended September 30, 2010, Suprafin paid $5,500 on the Company’s behalf for legal and accounting fees, and the Company treated such payment as funds borrowed under the Note.

Trisha Malone is the Corporate Secretary of Suprafin, Ltd., the entity that was issued the Note on February 7, 2009

Until the 9/30/10 10Q the filings all said "unrelated third party" not Suprafin Ltd

Suprafin Ltd is a wyoming business entity incorporated on 5/20/09
Officers are Zirk Engelbrecht and Trisha Malone

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Kensington Effective May 1, 2009 the Company effected a 40-1 forward split of its common share capital

USD Energy On July 14, 2009, the Company effected a 30-1 forward split of its common share capital

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Kensington Dec 31, 2009 Beneficial Owner - Angelique de Maison 500,000 shares

USD Energy Dec 31, 2009 Beneficial Owner - Trisha Malone 600,000 shares

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Around April 1, 2010 Kensington Leasing Ltd became a publicly trading company

On April 20, 2010 USD Energy Corp became a publicly trading company

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Kensington Stock Purchase Agreement

On April 9, 2010 the Company entered into an Option Purchase Agreement with Merrimen Investments, Inc. (Zirk Engelbrecht) pursuant to which the Company concurrently sold to Merrimen for $200,000 an option to purchase up to 24,000,000 shares of our common stock. The option has an exercise price of $0.08 per share, expires on April 8, 2011, and may be exercised on or after October 1, 2010

Merrimen Investments, Inc.
6399 Wilshire Blvd., Suite 507
Los Angeles, CA 90048
Fax: [phone]

**** Same Address as Kenneth G. Eade


USD Energy Stock Purchase Agreement

Concurrent with the Exchange Agreement, the Company entered into a Stock Purchase Agreement (“ Stock Purchase Agreement ”) with Thomas Ronk, the Izak Zirk Engelbrecht Living Trust, Kensington & Royce, Ltd., and Angelique de Maison (collectively, the “ Company Principal Shareholders ”), whereby the Company Principal Shareholders have agreed to purchase, in the aggregate, 21,500,000 shares of Common Stock for $1,100,000. The purchase and sale of 10,750,000 shares of Common Stock was completed on December 7, 2010, for an aggregate purchase price of $550,000. The balance of the shares of Common Stock will be issued upon payment of the remaining amounts due under the Stock Purchase Agreement, as agreed to by the Company and the Company Principal Shareholders, provided such further purchases are to be made no later than June 30, 2011

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Kensington Acquisition:

On August 17, 2010 the Company signed a non-binding letter of intent with WealthMakers, Ltd. to acquire 100% of their outstanding shares in a stock transaction in which the Company shall issue 3,838,500 shares of its common stock in exchange for 100% of the issued and outstanding capital shares of WealthMakers. The value of the Company’s common stock exchanged is based on the closing price reported on the over-the-counter bulletin board as of August 13, 2010. The closing of the transaction is subject to a number of conditions, and is anticipated to occur in late September or early October


USD Energy Acquisition:

On October 25, 2010, USD Energy entered into an Acquisition Agreement (the “Acquisition Agreement”) with Santa Teresa Minerals, S.A., a corporation organized under the laws of Chile (“Santa Teresa Minerals”) and its shareholders, Juan Carlos Camus Villegas, Don Felipe Ignacio Jimenez Gonzalez, Carolina Constanza Camus Gonzalez, Angelica Soledad Camus Gonzalez and Angelica Elisa Gonzalez Gonzalez (collectively, the “Santa Teresa Shareholders”).

Pursuant to the Acquisition Agreement, we agreed to issue an aggregate of 47,000,000 shares of our Common Stock to the Santa Teresa Shareholders in exchange for 100% of the 15,000 issued and outstanding capital shares of Santa Teresa Minerals (the “Acquisition”). The Acquisition Agreement contains customary representations, warranties, covenants and indemnification provisions.

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Kensington Acquisition Canceled:

On November 9, 2010 the Company entered into a Termination Agreement (the “Rescission Agreement”) with WealthMakers, Ltd. whereby the Company and WealthMakers terminated that certain Share Exchange Agreement, dated August 27, 2010

USD Energy Acquisition Canceled:

On December 7, 2010, the parties involved terminated all such agreements, and the Company, Santa Teresa Minerals, the shareholders of Santa Teresa Minerals and certain other parties entered into the following described agreements.

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Kensington Successful Acquisition Agreement:

On May 14, 2010 Kensington Leasing, Ltd. (“Kensington”) and its newly formed subsidiary Allianex Corp. (“New Allianex” and with Kensington, the “Company” or “we”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Allianex, LLC, a California limited liability company (“Allianex”), and Kenneth Rotman, its sole member.

Pursuant to the Asset Purchase Agreement, we agreed to purchase substantially all of the assets of Allianex for $75,000 in cash, 575,000 shares of Kensington common stock and our assumption of Allianex’s trade payables. In addition, we agreed to pay Allianex 25% of the earnings before interest, taxes, depreciation and amortization, of New Allianex from July 1, 2010 through June 30, 2013, payable quarterly but calculated on a cumulative basis. The earn out payments will be made 25% in cash and 75% in Kensington common stock valued at the market price of the common stock on the last day of the quarter, provided that we may elect to pay in cash instead of common stock if the market price is less than $2.00 per share and Allianex may elect to receive cash instead of common stock if the market price is greater than $4.00 per share.

Under the Asset Purchase Agreement, Kensington agreed to make available to New Allianex, either through capital contributions or loans, an aggregate amount of $1,100,000, payable at least $350,000 by the closing, $250,000 on or before August 31, 2010, and $500,000 on or before February 28, 2011. Upon signing of the Asset Purchase Agreement, we advanced Allianex $100,000 as working capital to finance operating costs and expenses between the date of the Asset Purchase Agreement and the closing. Any of the funds not used by Allianex are to be repaid to New Allianex at the closing. If the transaction is not completed however, all amounts will be due within three business days of the termination of the Asset Purchase Agreement.

USD Energy Corp Success still to be determined Current Agreement:

Exchange Agreement. The Company entered into an Exchange Agreement (the “ Exchange Agreement ”) dated December 7, 2010 with Santa Teresa Minerals and its shareholders, Juan Carlos Camus Villegas, Don Felipe Igancio Jimenez Gonzalez, Carolina Constanza Camus Gonzalez, Angelica Soledad Camus Gonzalez and Angelica Elisa Gonzalez Gonzalez (collectively, the “ Santa Teresa Shareholders ”).

Pursuant to the Exchange Agreement, the Company has agreed at closing to issue 25,500,000 shares of its common stock (the “ Common Stock ”) in exchange for all of the issued and outstanding capital shares of Santa Teresa Minerals (the “ Acquisition ”).

In addition, pursuant to the Exchange Agreement, the Company has agreed at closing to issue to Juan Carlos Camus Villegas, Santa Teresa Minerals’ majority shareholder, president and director, a convertible promissory note (the “ Villegas Note ”) with a principal amount equal to the amount of debt owed by Santa Teresa Minerals to Mr. Villegas as of the closing, up to $1,087,000 (the “ Debt ”), in exchange for Mr. Villegas’s assignment to the Company of such Debt.

The Villegas Note will bear no interest and will be payable in full, unless earlier converted, on November 1, 2012. The Villegas Note will be convertible at any time during a period of 18 months following the closing, into to Common Stock at the conversion price of equal to the lesser of $0.01 per share or the lowest share price of any future issuance of Common Stock, other than certain recapitalization events, from the closing to the conversion date. This conversion right is limited so that Mr. Villegas may not convert the Villegas Note to the extent such conversion would result in the Santa Teresa Shareholders and their affiliates collectively holding, in the aggregate, more than 51% of the outstanding Common Stock of the Company. Mr. Villegas may declare the Villegas Note immediately due and payable in the event of any material breach of the Villegas Note that remains uncured for 30 days, commencement of proceedings under bankruptcy, the Company’s dissolution, or attachment against a material portion of the Company’s assets.


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