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?
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