Kutula Holdings was the lead buyer in the private placement, leaving them with roughly 40% ownership of Talon. A google search for Kutula results in a total blank. They have no web footprint what-so-ever. Furthermore, the 8-K filed by managemt was supposed to provide the official address of Kutula Holdings on the signature page of exhibit 10-3. But they left that information blank. They did, however, provide the name of the supposed "director" of Kutula, which is Jean-Paul Defesche - a rather unique name. When I searched his name on the web, it showed one hit for a Jean-Paul Defesche, working for a corporate services company out of the Netherlands, called Earl Trustees. Here is his bio they provide at the Earl Trustees website:
"Jean-Paul is a director of Earl Trustees. Jean-Paul started his career as a lawyer in the property and company law department of a civil notary office. After a short period at a M&A advisory office for small and medium-sized companies, Jean-Paul started working for Earl Trustees in early 2008, initially as a trust and compliance officer and since April 2009 as a director. Jean-Paul is an international law graduate from Leiden University. Since December 2010 he is a board member of Holland Quaestor, the Dutch Trust Association."
I wonder how this guy's name wound up on the signature page of an 8-K filing of a U.S. pink sheet stock, as offiicial representative of the "Kutula Holdings Corp" which doesn't exist on the web?
Okay, we finally have confirmation of the identity of the major buyer. If you click on the name "Kutula" in their form 3, you'll notice that this filing is their first filing ever with the SEC. So Katula is either a recent construct, or they've never invested in a U.S. based company before. Or both. By the way, do you feel comfortable with the 280% share dilution that this deal entails? From 24 to 91 million shares overnight. Insane!
Item 2. Identity and Background.
(a) This Schedule 13D is filed by Kutula Holdings Ltd. (“Kutula”) and Jean-Paul Defesche (“Defesche”). Kutula and Defesche are sometimes referred to together as the “Reporting Persons.” Defesche exercises voting and dispositive power over the securities held by Kutula. Defesche disclaims beneficial ownership of the securities held by Kutula except to the extent of his pecuniary interest in such securities. The Reporting Persons do not admit they constitute a group.
(b) The business address of each of the Reporting Persons is Kutula Holdings Ltd., Fascinatio Boulevard 764, 2909 VA Capelle aan den Ijssel, Netherlands.
(c) The principal business of Kutula is making and holding investments in various business enterprises. Defesche is the Director of Kutula.
(d) During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Kutula is organized as a foreign entity incorporated in the British Virgin Islands. Defesche is a citizen of the Netherland
Yup. Rather suspicious I'd say. No address for the company that owns nearly half of TALN. And still waiting for Kutula to file their 40+% ownership of TALN with the SEC. They are required to do so by law, but they have not done so. By the way, CVC California, LLC has already filed THEIR 13-D with the SEC on 7/17/13, showing 2% ownership of TALON common stock (i.e., 1.75 million shares*).
(*) The calculation of the 2% percentage assumes 86,011,917 shares of Common Stock outstanding as of July 16, 2013, based on 24,900,808 shares of Common Stock outstanding as of May 13, 2013 as reported in Talon International, Inc. (“Talon”)’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2013, filed with the Securities and Exchange Commission (“SEC”) on May 14, 2013 and 61,111,109 shares of Common Stock issued on July 12, 2013 as reported in Talon’s Periodic Report on Form 8-K, filed with the SEC on July 16, 2013.