WPF Holdings Stock: WPFH Is a Potential Scam

I discussed penny stock fraud earlier this week, and I stand against penny stock scams. I have discussed some cannabis penny stocks here and elsewhere as potential scams, but today I am focusing on a company that trades on the OTC . Technically, it is a "penny stock" at a price that seems high compared to most penny stocks ($3.50), but it meets the criteria of what I am looking to expose.

WPF Holdings (WPFH) is based in Florida. The company has transformed itself and is now focused on GrocerIQ:

The website does not have a lot on it. But, hey, it's driven by artificial intelligence!!!

There is nothing about the company really at all, though it does provide a link currently to three press releases from November through January. The one on 12/17 discussed the merger between GrocerIQ and WPF Holdings.

The company provided a filing in June that was for 2024 and was actually amended a few days later. I looked at the original but did not see any changes. The press release discussed a few issues that have not been addressed, including share restructuring, corporate rebranding and a new ticker symbol. The next press release, almost a month later and the last one issued. discussed licensing and redemption programs. The most recent filing, which I discuss below, suggests that the name change is in process.

WPFH trades on the OTC and is OTCID, a new classification that allows companies that publish baseline information and ongoing financial disclosure and that provide management certification and verify their company profile. This is better than Pink, but it is inferior to OTCQX and OTCQB. The company may be transitioning towards being an SEC filer, as it hired Greenspoon Marder.

Who Runs WPFH?

In June, the company filed its management certification, which it amended a few days later. It lists the insiders:

I couldn't tell the difference between the amended version, presented here, and the original. There is some important information here, including the names of the two directors and the fact that the Vezbi Family Trust owns so many shares (and all of the preferred stock).

What is Vezbi? It's what WPFH used to do! You can learn more about Vezbi on its website. Before it was working with Vezbi, it was World Poker Fund Holdings. Hmm. Oh, that is what the "WPH" is! Vezbi had a General Counsel in Robert Hipple, who in 2009 was accused by the SEC of violating its rules. I am not sure how that resolved.

What about Indian River Financial Services? Well, Hipple is apparently the owner and founder of it. It has been around for a dozen years. It appears to be related to Novation Consulting, which is tied to Novation Holdings (NOHO).

What about Ponce and Gordon? James Ponce was at Vezbi and became CEO when the former CEO died. This was announced in a message shared 12/19/24. He is apparently a comedian according to his Facebook page. Ponce is from California, and so apparently is Gordon, who has been a director since 2018 (when it was World Poker Fund Holdings). At the time, he was a lawyer and a broker with experience in gaming and other areas.

A Look at FY25-Q3

The company filed its OTC disclosure for its fiscal Q3 earlier this year. The quarter ended in March. The next filing, for its fiscal Q4, is due by the end of September.

The first thing that I saw is that there were 279.9 million shares outstanding as of 6/30/23, and this grew to 292 million as of 3/31. The second thing I saw was that the official name was changed to GrocerIQ in March. According to the filing, an application for than name change, a symbol change and a 1:4 reverse split are pending with FINRA.

The filing says something that is in conflict with the management certification, which says that 1 million preferred shares are held by Vezbi Family Trust:

1 million shares of Series A Preferred stock were issued in February 2025 on the acquisition of GrocerIQ, AI Inc. The terms and preferences of that preferred stock are identical to the Series A Preferred stock previously issued by the Company and redeemed in November 2023.

The balance sheet showed cash of $55K. There were $1.23 million in other current assets, notes receivable and loans receivable. Current liabilities ($1.30 million) exceeded current assets. There were some long-term liabilities too, and equity ended Q3 at -$527K. YELLOW FLAG!!!

The acquisition of GrocerIQ occurred during the quarter, but there was ZERO REVENUE. Operating expenses were only $53K. Nother yellow flag!

Conclusion

I had never heard of WPF Holdings until I ran a screen on the OTC. I see things that make me cautious. I was glad to see that the company doesn't appear to have a big social media push. I also like that there is not any convertible debt. The stock is up a lot since 12/31 but down a lot over the past year. Again, if you want me to look into a penny stock, you can ask me here in the comments or send me an email too.