Onteco And The Curious Disappearance Of NexPhase Lighting

There’s a certain fun in writing about spinoffs of microscopic companies, stocks that aspire to be penny stocks after they increase 10,000%. It’s definitely more fun than being a shareholder in such a company, a fate we would warn all away from.

One such company popped up in our radar in October, but we didn’t write about it at the time. Onteco(ONTC), in the company’s own words “was founded to develop innovative, practical and cost-effective solutions to some of the most significant global environmental and energy challenges today.” Ambitious and laudable goals, no doubt.

What better way to forward it then by spinning off NexPhase Lighting and buying Cyber Centers Worldwide Corporation. Cyber Centers Worldwide is described as “developer of interactive online gaming designed for consumer play via subscription through a computer or mobile device (e.g., cell phone).   Their online games are designed to be played across a number of software platforms.” The firm appears to have no website, no games and no revenue. Good thing that the company diluted its already beleaguered shareholders for this.

NexPhase Lighting, the company tells us:

is a designer and developer of proprietary high quality LED (light-emitting diode) lighting fixtures and control systems for commercial applications. It believes its products will be the lowest cost, highest efficacy fixtures available in the LED Lighting Industry.  All NexPhase lighting products incorporate its proprietary “NexSense Technology TM”, which provides benefits well beyond the generally acknowledged advantages of all other LED lighting fixtures.   NexSense control systems use a unique, “patent pending’ wireless protocol, which provides for an unsurpassed reduction in architecture and infrastructure installation cost in commercial applications, as well as significantly reduced maintenance and ongoing operation costs.

Benefits well beyond all other LED lighting fixtures, huh? Heady stuff. In any event, the company announced in that release that shareholders would receive one share of NexPhase for every 200 of Onteco on or about November 15, 2012. The company also stated that “it is further contemplated that the shares of common stock of NexPhase to be distributed in the spin-off will be registered with the SEC with the result that a market will be created for trading of NexPhase shares and NexPhase will become a fully reporting company.”

Well, November 15 has come and gone and no release about the spin, nor any filing regarding NexPhase. In an 8-K filed on November 16, however, Onteco disclosed the resignation of Dror Svorai, Chairman, CEO, CFO and Director, and described the spinoff’s status: “As of the date of this Current Report, the spin-off of NexPhase and the distribution of NexPhase shares to the Company’s shareholders is being effected by the Company’s transfer agent.” So, it would seem the spinoff was indeed completed on or about November 15. However, 6 weeks later, there is no market for the stock, no SEC filings from the new company, and shareholders are complaining on message boards that they have not received their shares. It’s probably just as well, as there will be that much less paper to write off as worthless.

So where has NexPhase gone? Beats us, but we would advise against chasing after it. Next time, don’t buy a stock like this. Try a scratch off ticket instead. At least that way, you have a chance at getting something back.

Disclosure: The author, being of sound mind and body , has no position in any stock mentioned.