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?

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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?

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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?

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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.

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