algae dynamics from bad to worse report

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IPO Algae Dynamics Bad to Worse Update

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Algae Dynamics: IPO Update From Bad to WorseSince 2013, NoHedge has assisted investors to navigate U.S. Traded Canadian company space (OTCBB) that has proven to be full of companies actively engaged in deceiving investors. As investors read our expos on Algae Dynamics (formerly Carbon Converted Technologies) today they need to realize that our due diligence process employed similar tools, such as background checks, court records, transcripts, and SEDAR and EDGAR filing analysis that led to the halt and trading of numerous frauds. Today's report on Algae Dynamics combines these approaches and allows us to make our strongest impact of fraud to date: limit public investor losses before it can trade. The choice investors are left to make is very simple: Do I buy Algae Dynamics and wait for the rhetoric that its management and its fee collectors will spout or do I sell out prior to what we believe is the inevitable bankruptcy, trusting in our due diligence and track record? The choice is yours and yours alone to make. We have made ours.Two weeks ago we released an expos about Algae Dynamics, a Canadian company looking to go public in the United States. The report can be viewed here and here. Today's expose on Algae Dynamics is updated based on Algae Dynamics response to our story. Summary Highlights10Q filed for December 2014 is a disaster and tells a story That Algae Dynamics is out of cash after burning another $700,000.$1.8 million in losses to date.No revenue or operations.Legacy Cymat Annual Statements proving a long history of poor management are now online here: 1999 Annual Report.Cymat 2002 Annual Report about Mr Rusiniak & Mr RamsaySandra Elsley, VP Communications employment is terminated, the financer and stock promoter in charge of illegal capital raises in Ontario.S1 investors cant sell their shares: they are worthless.

Algae Dynamics is controlled by Richard Rusiniak and Paul Ramsay, former Cymat Technologies (TSX: CYM) founders, and Sandra Elsley, the stock promoter and financing Officer of Algae Dynamics. All three have colorful histories we revealed in our last report here. Since our expos was released and disseminated on February 13, 2015, a number of events have occurred:A bizarre NT-10 Q was filed with the Securities and Exchange Commission on February 18, 2015.Two minutes later a 10Q was filed for December 31 2014. The Companys year-end is end is March.The 10Q filed is a disaster.The Company did not file prior 10Qs still due.The 10Q has numerous errors and misstatements in it including MD&A that states they have a shareholders agreement with University Waterloo researchers. Comments between the SEC and Algae Dynamics (now public), tell a different story: Shareholder agreement terminated with Waterloo University researchers (the technology and bacteria source).:The 10Q shows Sandra Elsley raised an additional $700,000, most of which was paid to management as detailed further below.The Company has $7,485 in cash, no revenue, and over $1 million in liabilities. During the nine month period ended December 31, 2014, the Company closed a Private Placement in the amount of $647,860, $50,000 of this was spent on technology the rest on management.The Company has still not filed with the Ontario Securities Commission for illegally raising capital in Ontario with exemptions, a prospectus or registration.Algae Dynamics has lost a total of $1.8 million to date.Executives paid themselves $234,000 in stock compensation, $548,000 and another $192,000 in professional feesIn the wake of investigations and illegal capital raising, Sandra Elsleys employment was terminated the day before the 10Q was filed and she entered into a mutual release.https://www.sec.gov/Archives/edgar/data/1607679/000135448815000734/adc_ex107.htm We had no revenues for the three months ended December 31, 2014 and 2013 respectively.

TROUBLING ALGAE DYNAMICS EXECUTIVE BIOGRAPHIES UPDATEDThe quality of any company always boils down to its managements former successes and history. Therefore, we will focus our report on the founders and seed money financers of Algae Dynamics. The S1 statement contains glowing biographies for the executive team but fails to disclose material information.Paul Ramsay, CEO and Chairman and Richard Rusiniak, DirectorManagement claims in their S1 that Paul Ramsay is Co-founder and former CEO and VP Business Development of Cymat Corp, (TSX: CYM) with a market valuation over $150 million upon his resignation in 2002 and Mr Rusiniaks is similar.

Fact Check: We now have all Cymat Technologies Annual Reports online for detailed review. Cymat Technologies 1998-2002 Annual Reports prove the executives ran the company into the ground and the company lost over $13 million, no sales, and significant year-after-year losses:

Year (source: annual reports)Net ProfitYTD accumulated lossesSales1998$490,000 loss(omitted from AS)$78,0001999$1.4 million loss(omitted from AS)$265,0002000$1.2 million loss$3.13 million loss

2001$2.9 million loss$6 million loss$264,0002002$7 million loss$13 million loss$0 (Ramsay leaves here)2003Reduced $2.3 million loss (Algae Dynamic Execs no longer employed)

The inflated share value ($150 million) came from the Internet bubble. The stock became a penny share with massive losses shortly thereafter. Yearly losses were cut significantly when Algae Dynamics management was retired. Mr. Ramsays and Mr. Rusiniaks conduct in Algae Dynamics is very similar to the performance of Cymat: Little revenue, no profit, massive losses, emphasis on stock sales.

Sandra Elsley, VP CommunicationsSandra Elsley S1 Biography: Over 25 years of experience in human relations and the organizational development field as a communications and relationship expert, working in government, corporate and private sectors. Extensive experience developing, marketing and managing peak - performance programs to enhance individual and company dynamics in Canada and internationally. Was involved in the start up of an Ontario based company, was instrumental in raising funds and working as VP Corporate Communications/Investor Relations - share price went from $0.50 to $7.70. Has privately owned and managed a successful psychotherapy and consulting practice since 1991.Fact Check: SEDAR and EDGAR do not reveal Ms Elsley has ever worked for a public company, much less one that had a share price that went from $0.50 to $7.70. There is one public filing from a non-public company that states Ms Elsleys employment with the company was terminated with cause. Algae Dynamics filed a mutual release with Ms Elsley terminating her employment as the disastrous 10Q was filed, adding to Ms Elsleys lengthy list of failures. There are also numerous lawsuits, judgments and court orders against Ms Elsley in Canadian, US, both in various courts.A family therapist, Sandra Elsley, is was an officer of Algae Dynamics titled as VP Corporate Communications until two weeks ago. According to a contract filed in the S1, in an unusual role for a family therapist, Ms Elsleys job is was to find money from her clients for Algae Dynamics, write investment documentation, and handle investor communications. Pacer court records and other public court filings detail numerous prior and current litigations over the past ten years involving Ms Elsley detailing a history of fraud and misrepresentations. A quick search of the names listed in the S1 reveal related numerous litigations, including a transcript from a Nevada lawsuit naming Sandra Elsley as an interested party. A transcript of Ms Elsleys deposition demonstrates her reluctantly admitting after first denying that at least one of the S1 investors is a mental health therapy client of Ms Elsleys and that Ms Elsley borrowed significant money from her. Ms Elsley refused to disclose the amount she borrowed; however, she did state that she had not repaid the loan. This raises a serious concern of nominee shareholders whereby Directors and Officers of Algae Dynamics would benefit directly from an S1 investor selling into the market if the company became public. These monies could be disguised as loans to the insiders as they are in most OTCBB scams.We have since located court rulings against Ms Elsley on Canlii Law wherein the judge presiding in ruling 2013 ONSC 1210, sanctions Ms Elsley for numerous false statements and directly comments she actually stated in her affidavit was misleading at best and untrue at worst. just the kind of Communications VP any public company would want, right?In SPAM emails to new potential investors, Ms Elsley claimed the Mr Ramsey and Mr Rusiniak were "smart business men who made $50,000,000 Million about ten years ago and retired" and she goes onto say they "Spent alot of money, got bored, and decided to find the next best product to market." Ms Elsley failed to disclose to investors material information like the two men enjoyed high compensation, share sales to unsuspecting investors, while driving Cymat to a $13,000,000 loss, never achieving a profit, and little to no revenue in less than 5 years.Ms Elsley was compensated generously for her services at a significant cost to investors.ALGAE DYNAMICS PUMP AND DUMP GROUP Gerard Mooney aka ScionConcept Companies, like Algae Dynamics with inadequate capital to operate, no revenue, no product, no real operations, generally require outside services to manipulate the share price once public. This is required to generate cash from new investors. Ms. Elsleys emails to prospective investors, and her own inaccurate biography, have demonstrated a strong focus on artificially pumping the share price.Pump and Dump crews publish negatively about companies not being paid by them and publish positively by those who pay them. These campaigns are coordinated with news releases, PRs, and trade magazine stories. Due to the few companies paying for stock promotion services, more often than not, stock promoters spend spare time focusing negative messages on the Internet on high-traffic investment discussion boards they control until a company has no choice but to pay. Positive messages then overwhelm the investment boards until the company no longer pays. The stock promoters then make money shorting the stock while negatively commenting and releasing negative news stories. They make money on both sides. If the short is profitable enough, they will spend much of their time filing complaints with regulators.Prior to our first report, we posted one message on each investment board or blog controlled by a stock promoter to determine which group is engaged to handle Algae Dynamics future pump and dump described by Ms Elsley. Our messages were neutral in nature, naming no one but raising a question about the way Algae Dynamics raised capital in Ontario without exemptions or registration and a simple link to an SEC filing. Stock promoters are generally interested only in companies actively trading so they have no interest purging information about a non-trading companies. They attempt to appear legitimate by disseminating information to protect the public while promoting their own clients. In Algae Dynamics case, one stock promotion group was easily identified. This group has a lengthy history of stock promotion and negative dissemination for payment. Gerard Mooney, aka scion and numerous other aliases, a Canadian stock promoter from Ajax Ontario controls numerous message boards as the sole moderator or assistant moderator. His team allows the promotion of some questionable companies while targeting others negatively. Numerous companies positively commented on by Mooneys group were later determined to be scams. In every case, Gerard Mooney deleted all our messages and banned all IDs from posting further about any question relating to Algae Dynamics. Our staff posted about other non-trading and trading companies raising similar questions and those messages were approved by Gerard Mooney.In the unlikely event Algae Dynamics trades then you can expect Stock Promoter Gerard Mooney and his partners to pump and dump this stock.ALGAE DYNAMICS RED FLAGS UPDATED MARCH 3, 2015Algae Dynamics is controlled by former founders and management of Cymat Technologies (TSX: CYM), who ran the company into the ground for over $13,000,000 ($13 million) in accumulated losses by 2002. Over 4 years, they decreased annual sales of less than $300,000 per year to $0 in 2002 when Mr Ramsay and Mr Rusiniak were retired from Cymat.In the final year of employment at Cymat, these two Algae Dynamics Directors lost $7 million in just one year before they were retired.86% of Algae Dynamics is owned by insiders who paid a total of $100 for all of their shares.Like Cymat, Richard Rusiniak, Paul Ramsay, and Sandra Elsley bilked investors for $1.8 million over the last two years and the company has $7,000 in cash left.No registration, offering, prospectus or exemptions are filed for Carbon Converted Technologies or Algae Dynamics with the Ontario Securities Commission.No revenue, product or profit.Since our report, Algae Dynamics modified their web site to show that one junior staff position is now filled, in any attempt to make the company look as though some money is being used within the companys operations rather than leaving the company to its Officers and Directors personal bank accounts.In 2014, a year total of $29,000 was spent in Research and Development hardly substantial R&D into new technology. $514 was spent in 2013 according to the latest 10Q. The Company exhausted $1.8 million during that period.No independent technology review.Management has been paid most of the money raised.Capital raised and grants exceeding $2.7M most of which is accounted for as expenses as of December 31, 2014 10Q.There are no employees or operations in the United States.Money is not spent on technology.No money to sustain operations or build a plant.Nominal equipment : $67,000 (as per Dec 2014 10Q), despite millions being raised.There are no operations, their focus is on shares sales and future share price.Offering documents spammed by Sandra Elsley to unsophisticated investors in 2013 and 2014 state future value at $250 million; however, the registration S1 statement and recent 10Q proves no revenue, assets or profit.Algae Dynamics is was primarily funded by a Sandra Elsleys small group of unsophisticated Ontario-based investors.The company has pushed for accelerated registration despite serious operating concerns and material omissions.No Canadian listing sought.Future securities litigation likely from regulators and Ontario investors relating to the Companys prior private financing offerings managed by Sandra Elsley.Classic pump-and-dump statements from their investor relations/financier.Reverse split prior to S1, masking numerous prior raises at different prices.Algae Dynamics goes to a new low in boiler-room share sales: Hire a family therapist to manipulate unsophisticated investors into parting with $1.8 million in retirement funds with the promise of high returns and a pump and dump. Our last report covered the illegal capital raises by Algae Dynamics. Engaged an external pump and dump group headed by stock promoter Gerard Mooney.

From the latest 10Q:Item2014R&D29,000Equipment70,000 Total Invested in TechnologyLess than $100,000

Management

Stock Compensation$ 234,066 Professional Fees$ 548,458 Management Fees$ 92,875 Cells & Travel$ 34,000 Total Paid to Officers$908,000

OFFERING DOCUMENTS AND PRIOR FINANCING RAISES