FYI: I am neither long nor short this piece of detritus. I’ve just adopted it as my personal scam ;-)
MSSD: NO assets or revenue reported ever on 10-Q for 9.30.2012. Market cap of $100 million on 12.3.2013!!!
And, again, please educate me if you would.
Questions for you after you read the timeline below:
• Haven’t Kylemore and founding three probably already dumped most of their shares by now??? (Hines has no reported shares.)
• This new CEO, JJ Howard, seems to be a “citizen”. How do you think this will play out?
• The debt in unsecured. Do you think it will get swapped for “equity”? Do you think that Kylemore is the issuer of debt?
• Please explain to me these two episodes of cancellation of shares. What is the game with that???
• How do these scams usually play out???
Thanks!
Doc
Here is the ownership timeline: (SEC pastings at bottom)
Incorporated March 15, 2011 3.21.2011 3 founders issued 5 million shares for $5000 6.29.2012 Globex issued ~.5 million shares in lieu of $20000 pmt for svcs 7.20.2012 Kylemore purches 4.95 million shares from founders for undisclosed sum 9.10.2012 approx 3 million shares cancelled (now 2.5 million shares issued and outstanding) 9.17.2012 20:1 split! 5.7.2013 Kylemore returns 15 million shares to company for cancellation J.J. Howard issued 15 million restricted shares
EXACT share counts as I can find it
(adjusted for 20:1 split)
as of 9.17.2012
founding 3: 1.1775 million Kylemore: 39.40 million Globex ; 9.4225 million ADDS UP TO EXACTLY 50 MILLION SHARES!!!
As of 5.07.2012
Founding 3 1.1775 million Kylemore 14.4 million J.J. Howard 15 million Globex 9.4225 million
We were formed in Nevada on March 15, 2011. To date the Company has limited operations and revenues and consequently has incurred losses from operations. Our independent public accounting firm has issued an opinion for us which includes a statement raising substantial doubt as to our ability to continue as a going concern.
We were a “shell company” until we entered into Services Agreement with Horizon Tower, LLC on July 11, 2011. Accordingly, comparisons between the current period and any other period are not meaningful.
5 – STOCKHOLDERS’ EQUITY
The Company has authorized 75,000,000 Common Shares at a par value of $0.001 per share. No Preferred Shares have been authorized or issued. As of September 30, 2012 and March 31, 2012, there were 50,000,000 and 100,000,000 (adjusted to reflect forward split on September 17, 2012) shares issued and outstanding, respectively.
On March 21, 2011, 5,000,000 Common shares were issued to three founders at par value for an equivalent of $5,000. Neither the value of the shares nor the value of the services the company received had a reliably measurable fair value that would allow us to apply ASC 505-50-30-6, so we valued the issuance of shares for services at par value.
On June 29, 2012 471,125 Common Shares were issued at $0.042 per share to Globex Transfer LLC for an equivalent of $20,000 for professional services rendered towards DTC filing and eligibility.
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 31, 2012
On August 20, 2012, Kylemore Corp. (“Kylemore”) purchased 4,941,125 shares (the “Control Shares”) of the Company’s Common Stock from its then controlling shareholders. Upon the conclusion of the acquisition the Control Shares, Kylemore became the controlling shareholder of Massive Dynamics, Inc. by virtue of its ownership of approximately 90% of our issued and outstanding Common Stock.
ITEM 5.02: DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS, APPOINTMENT OF CERTAIN OFFICERS
Effective August 31, 2012, Don Calabria, President and CEO the Company, resigned from all positions held with the Company, including resigning from Board service. There was no disagreement between the Registrant and Mr. Calabria at the time of Mr. Calabria's resignation from the Board of Directors.
Effective August 31, 2012, Frank Hariton resigned from his position as Secretary of the Company. There was no disagreement between the Registrant and Mr. Hariton at the time of Mr. Hariton's resignation from the Company.
Also on August 31, 2012, the Company’s Shareholders appointed Oscar Hines as sole Director, CEO and Corporate Secretary. Mr. Hines will serve as a director until his successor has been elected at the next annual meeting of the Company's shareholders or until his earlier resignation, removal, or death. Mr. Hines has not been appointed to any committees of the Board, as the Board does not presently have any committees.
Upon the change of control on September 10, 2012 the Company and its majority shareholder agreed to cancel the equivalent of 2,971,125 shares of common stock. After the cancellation the Company had 2,500,000 shares issued and outstanding.
On September 17, 2012 the Company’s majority shareholder provided consent for a forward split of the Company’s then issued and outstanding shares of common stock in the amount of 20:1. The forward split was effectuated through a dividend of 19 new shares for each share held as of the record date. The effect of the forward split was an increase of 47,500,000 in the issued and outstanding shares of common stock. At the conclusion of the forward split there were 50,000,000 shares of issued and outstanding common stock.
4 – CREDIT LINE
On September 10, 2012 the Company entered into an unsecured line of credit in the amount of $250,000 with an unaffiliated lender. The credit line carries interest of 10% per year and all outstanding amounts thereunder become due and payable on September 10, 2013. As of December 31, 2012 the Company had borrowed $250,000 against its credit line. On January 15, 2013 the Company and its lender mutually agreed to cancel the existing credit agreement and roll the principal and interest due in the amount of $255,034 into a new credit line not to exceed $500,000.
Credit Agreement On January 15, 2013 the Company and its lender mutually agreed to cancel the existing $250,000 credit facility and roll the principal and interest due in the amount of $255,034 into a new credit line not to exceed $500,000. Subsequent to the creation of the new credit facility the Company has borrowed an additional $45,000.
On May 7, 2013 the Company issued 15,000,000 shares of its common stock to Jonathan J Howard in order to consummate the Asset Acquisition. Upon the conclusion of the Asset Acquisition the Company’s largest shareholder, Kylemore Corp., agreed to return 25,000,000 shares of Common Stock to the Company for cancellation.
Upon conclusion of the transactions listed herein the Company had 40,000,000 shares of common stock issued and outstanding. Jonathan J Howard became the Company’s largest shareholder, owning approximately 37.5% of the Company’s issued and outstanding shares of common stock.
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