DD Support Board and Research Team

[nodummy]

SEFE - look at this 8k filed on 4/25/12 for a $2,000,000 debt Note to be given to Riverbend LLC

http://www.sec.gov/Archives/edgar/data/1321573/000141588912000598/sefe8kapr252012.htm

Riverbend LLC is a brand new NV business entity just created on 4/12/12

http://nvsos.gov/sosentitysearch/CorpDetails.aspx?lx8nvq=LEPVyPV4cmbHpsGhmGYQbg%253d%253d&nt7=0

only officer is Craig Goodman

look at the other business entities represented by that same Resident Agent (Nascent Group)

http://nvsos.gov/SOSEntitySearch/RACorps.aspx?fsnain=56QKb%252f3zo5rlO%252fu04rHF8A%253d%253d&RAName=NASCENT+GROUP%2c+INC.

The last one - Spindle Inc (SPDL) shares the same address as SEFE Inc

http://nvsos.gov/SOSEntitySearch/CorpDetails.aspx?lx8nvq=xh2iz%252fz4LHH9MTz%252bAEp4lg%253d%253d&nt7=0

6821 E. Thomas Road
Scottsdale, AZ 85251


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That led me to the buyersstrike blog, and I have to say I'm quite impressed.

I'd like to post his first 4 pieces on SEFE



Part 1) The Mass Psychology of Suckers (Part 1) Sefe Inc (SEFE) posted on April 23, 2012

http://buyersstrike.wordpress.com/2012/04/23/the-mass-psychology-of-suckers-part-1-sefe-inc-sefe/

Every once in a while someone will ask us here at BuyersStrike! about a small company that is, in our eyes, obviously a stock promotion. But to some it seems real. They want to believe it is real. And now is one of those times. Introducing SEFE, Inc. (SEFE), a company that hits new highs on increasing volume every single day. A company that today possesses a market cap of over $110mm, but at the end of 2011 had less than $6000.00 in the bank.

SEFE is also the newest client of Geoffrey Eiten‘s notorious stock pumping investor relations shop OTC Financial Network aka National Financial Communications, and Paul Cohen‘s ridiculous Grassroots Research aka Cohen Research. More on those two fine fellows in a bit, but first lets look at the origins of SEFE, Inc.

Sleepy Indio, California, most famous for the Coachella Valley Music Festival every spring, was also in 2005 the birthplace of SEFE. SEFE began life as a humble Nevada incorporated shell called Midnight Candle Company (MCDL). The sole officer, director, and 95.6% majority shareholder was Ms. Helen C. Carey. The company was being run out of a 1700 square foot condominium at 79013 Bayside Court in Indio. See it here.

A woman with the same name, and of the same age, shows up linked to several properties in the Phoenix/Scottsdale area of Arizona. Remember that.

In January 2006, shares of Midnight Candle were listed for trading on the Pink Sheets. By May 2008, enough time had passed to “season” the shell, and activity began. First Helen decided to do a 30 for 1 forward split of the stock, and to increase the amount of authorized shares to 200,000,000.

Then, sometime between May and July of 2008, a gentleman named Patrick Deparini linked up with Helen and became the CFO. According to his resume, Deparini went to school at the University of Nevada – Las Vegas in 1993, finally emerging with a B.S. in Finance in 1999. This genius took six years to get a degree from UNLV. One wonders who else was fighting for the rights to hire this wunderkind. Midnight Candle must have been lucky.

Or was it something else, different from luck? For Mr. Deparini’s resume shows lots of fascinating, overlapping work experience. From 2001 up until this very day Patrick has worked for the Nascent Group:

In reality the Nascent Group is one of many reverse-merger schlock house located in Las Vegas. Check out their website here. At the same time that Patrick was working in the dirtiest part of the stock market at Nascent Group, he was also working as a lowly paralegal.

Paralegal
Law Offices of Harold P. Gewerter, Esq., Ltd.

Wow! If Patrick formed the securities law and litigation division, he must have been some amazing paralegal. Or is Patrick just buffing his resume a lot?

Gewerter has been practicing law since 1979, and his business appears to be almost entirely securities law and litigation. The Las Vegas law firm of Harold P. Gewerter is connected to many penny stocks, including two that seem to do nothing more than create and promote more reverse merger trash! Check out the website for Gerwerter’s Crown Equity Holdings (CRWE) a one and a half cent special, and under a penny pinksheeter Public Company Management Corp (PCMC). However, Harold is most well known for his role as John Edwards‘ attorney in the CMKM Diamonds (CMKX) scam. Edwards was instrumental in putting the CKMX deal together in the first place. According to an article in the Las Vegas Review-Journal.

The Las Vegas Review Journal has done a great job reporting on the CMKX fraud. Read more about it here, and more here, and in the New York Times, here and here.

CMKX was quite a phenomenon, although an obvious fraud its low share price and massive media attention created a large following of shareholders who were virtually cult-like. While likely accidental, the frequency and repetition of the CMKM Diamonds message, name, and ticker, would have made Goebbels proud. Many CMKX shareholders, like China Agritech (CAGC) shareholders, still have not accepted that they were scammed, check out this moron who still appears to believe that the SEC, the DTCC, and other actors secretly conspired to keep untold riches out of CMKX shareholders’ hands.

But enough for today. Let’s come back to Patrick, Midnight Candle, Geoff Eiten and SEFE very soon…




Part 2) The Mass Psychology of Suckers Part 2 – Sefe, Inc. (SEFE) posted on April 24, 2012:

http://buyersstrike.wordpress.com/2012/04/24/the-mass-psychology-of-suckers-part-2-sefe-inc-sefe/

When we ended The Mass Psychology of Suckers Part 1, we were examining the unique resume of SEFE (aka Midnight Candle) CFO, Patrick Deparini. At first glance he appears to be an odd choice as CFO. He had no real experience working in finance, nor in the candle business. His real job was as a paralegal at the law firm of Harold P. Gewerter, Esq. Ltd.

Harold Gewerter’s most famous client, John Edwards*, was mighty busy by the mid-00s. Not only was John the mastermind behind the CMKX fraud, but he was also behind Pinnacle Business Management (PBCM), US Canadian Minerals (UCAD), St. George Minerals (SGGM), BioTech Medics (BMCS), Global Diamond Exchange (GBDX), Equitable Mining (EQBM), OMDA Oil and Gas (OOAG), and Grand Entertainment & Music (GMSC). Read more in this excellent piece by Janice Shell, here, or go to Pacer, and read the entire USA v. Turino, Edwards, et. al. indictment of March 24, 2010.

So, perhaps some of John’s industriousness rubbed off on Patrick, for soon Patrick started his very own little shell company. In late 2004, young Patrick, then only 29, was listed as the CEO and majority shareholder of Las Vegas based Nascent Wine Company (NCTW) today a pink sheet stock that sells for less than 1/4 of a cent per share.

How did SEFE (fka MDCL) CEO, Helen C. Cary, sitting in Indio, CA and Patrick Deparini, in the offices of a sleazy law firm in Las Vegas, find one another?

The lawyer that is listed on the original SB-2 filing (see here) for NCTW was Wendy E. Miller. Wendy was not only an attorney at the firm of Harold P. Gewerter, Esq. Ltd., (see here) but she also represented Harold in the most recent SEC v CMKX case, filed in November of 2011.

The lawyer that is listed on the original SB-2 filing for MCDL (nka SEFE)? Wendy E. Miller yet again (check it out here). What a surprise!

First Gewerter‘s firm creates a shell, then they install one of their own as CFO, but now what? By the end of 2008, SEFE (fka MDCL) has still not generate a dime in revenues, and has only $272.00 in the bank. By the end of 2009, according to their 10K, the company still has no revenues and only $11 remains on the balance sheet.

Where is the money coming from to pay the ongoing costs of the shell? A 10Q filing, available here, for the quarter ended March 31, 2010 gives a clue, when it explains the $16k in Notes Payable on the balance sheet:

Represents numerous unsecured loans aggregating $16,535 from a non-affiliated third-party that loans the Company money on an as-needed basis. The notes are due on demand and bear no interest.

What non-affiliated third-party would ever loan money to a candle company, that has not had a penny in revenues since its formation almost 6 years prior, on an as-needed basis at no interest? Clearly something is up. And we will not have to wait long to find out…

*Edwards‘ wife Diana Lee Edwards (fka Diana Lee Flaherty) is also a felon, and a onetime fugitive from justice herself. She was involved in the Phoenix Metals USA II (PMTU) scam in the mid 90s. Read more about her and PMTU here and here.




Part 3) Covering their tracks? (SEFE) posted on April 25, 2012:

http://buyersstrike.wordpress.com/2012/04/25/covering-their-tracks-sefe/

Let’s take another quick break from our chronological look at current reverse-merger darling SEFE, Inc. (SEFE), to examine this morning’s Form D filing from the company.

Form D filings are required when a company attempts to raise money under one of the Reg D exemptions to the registration requirements of the SEC. Essentially, the company is attempting to sell unregistered securites. The rules are very clear, and one of the rules concerns when the Form D must be submitted:

An issuer must file a new notice with the SEC for each new offering of securities no later than 15 calendar days after the “date of first sale” of securities in the offering

So, if a company met the Reg D exemption and were to sell stock on April 10, 2012, they would need to file their Form D today.

On SEFE‘s newly filed Form D, available here, they announce that this is a new notice and they wish to raise $8mm under Rule 506. As of the date of the notice they have raised $854,500.00. Not very impressive fundraising for a company with a stock as hot as SEFE‘s.

But that is not the fascinating part. The filing gets quite interesting when one examines the date of first sale. It is April 13, 2011.

SEFE is a little less than a year delinquent on this filing. So is the company trying to cover up their tracks?




Part 4) Like Father, Like Daughter? The Kerr Family and Sefe, Inc. – SEFE posted on April 26, 2012:

April 25th was a busy day for Sefe, Inc. (SEFE fka MDCL). Before the open they issued a very late Form D and after the close they issued a new 8K. This new filing described a financing they had just completed, The company states:

On April 25, 2012 (“Issuance Date”), the Registrant entered into a Securities Purchase Agreement (the “SPA”), with Riverbend, LLC (the “Riverbend”), whereby Riverbend agrees to purchase, and the Registrant agrees to issue, Debentures up to a total principal amount of $2,000,000 with warrants attached to purchase up to 500,000 shares of common stock of the Registrant at $1.00 per share. Subsequent purchases shall be mutually agreed upon. Each Debenture will accrue interest on the unpaid principal of each individual Debenture at the rate of eight percent (8%) per year (computed on the basis of a 365-day year and the actual days elapsed) from the date each Debenture is created until paid. The Registrant shall have the option to repay the entire principal amount and all accrued interest at any time on or before the Due Date.

On the Issuance Date, the first closing occurred, whereby a Debenture was issued to Riverbend in the aggregate amount of $200,000. All principal and interest accrued thereupon shall be due and payable on or before April 24, 2013.

And just who is their benefactor?

Riverbend LLC is a Nevada company that was formed less than two weeks ago, on the 12th of April. Its registered agent is our good friend, former SEFE CFO Patrick Deparini’s very own Nascent Group! Riverband is listed as have $0 in capital, which makes your author very curious as to how it could then loan SEFE $200,000.00 just 13 days later.

The only officer listed on Riverbend‘s paperwork (find it here) is a gentleman in Spokane, WA named Craig Goodman, with an address at 319 W. Hastings Rd., B101, Spokane, WA. That is the Spokane office of World Equity Group, home to Craig Goodman and Mark Nevdahl. Nevdahl can also be found at another Spokane area firm, Regal Securities, where in December of last year he, football legend Willie Gault, stock tout Ryan Rauch, and three others landed in very hot water in the Heart Tronics (HRTT) pump and dump scandal. Read what the SEC had to say about the scandal here, a good Spokane Spokesman-Review article here, and read the full complaint here. According to the complaint:

In addition to Heart Tronics, Stein, Gault and Perkins, the SEC charged three other individuals involved in the scheme, including Stein’s chauffer and handyman Martin B. Carter of Boca Raton, Fla., who carried out the fraud with him. The SEC also charged stock promoter Ryan A. Rauch of San Clemente, Calif., as well as Mark C. Nevdahl of Spokane, Wash., who was the trustee and stockbroker for a number of nominee accounts that Stein used to unlawfully sell Heart Tronics stock. In a parallel criminal investigation, the U.S. Department of Justice today announced the arrest of Stein.

Your author was very curious about other entities where Mark and Craig might be involved. Mark Nevdahl is the Treasurer of the Quiel Family Foundation, Inc., and the Kerr Family Foundation, Inc. The President of the Kerr Family Foundation is Stephen M. Kerr. On the recent Form D, one of the listed Directors of SEFE is Shannon Kerr. Interesting. Perhaps more interesting is that earlier this year, in January, Stephen M Kerr and Michael Quiel were arrested. According to a DOJ press release:

Phoenix-area businessmen Stephen M. Kerr and Michael Quiel and former San Diego attorney Christopher M. Rusch were charged in Phoenix with conspiracy to defraud the Internal Revenue Service (IRS) for concealing millions of dollars in assets in numerous secret Swiss bank accounts held at UBS and elsewhere, the Justice Department and Internal Revenue Service (IRS) announced…

According to the indictment, Kerr and Quiel separately owned and operated a number of businesses, including two venture capital firms: CCN Worldwide Inc. and Legend Advisory Corporation, respectively. These companies provided financial capital to start-up companies and other services to businesses seeking to become publicly traded through mergers and acquisitions….

Beginning in or before 2004, and continuing through at least December 2007, Kerr and Quiel obtained control of shares of stock of publicly traded domestic companies in a way that concealed their ownership of the stock. Kerr and Quiel then deposited the stock, or proceeds from the sale of the stock, to multiple undeclared bank accounts set up with the assistance of Rusch at UBS in Switzerland and at another Swiss bank. These accounts were all held in the names of nominee entities to further conceal Kerr’s and Quiel’s ownership. Kerr and Quiel also used the accounts to conceal income earned from the subsequent sale of this stock from the IRS.

Stephen M. Kerr is no stranger to trouble, and not a reputable Venture Capitalist. A quick search of NASD records shows that he was, however, intimately involved in the Denver area penny stock scene of the late 80s and early 90s, and was part of the scandal that led to the expulsion of one firm, Tri-Bradley Investments and the “removal” of two others from the NASD. Read a bit more about the Tri-Bradley scandal here. A quick search of public records show both Stephen M. Kerr and the younger Shannon Kerr haved shared an address in Arizona.

Now the story behind the SEFE‘s shadowy benefactors is becoming a lot less mysterious, and the end game fairly clear. Like father like daughter?