Sichenzia Ross Friedman Ference LLP
Law firm for LVNVF in big trouble ????
Sichenzia Ross Friedman Ference LLP writing bogus and fraudulent opinion letters... LMAO. Sichenzia could be going down in flames very soon hopefully they didn't do anything illegal at LVNVF.
See Below... This is the law firm representing AMBS and Magna as well as other lenders in the TOXIC - illegal world that Sichenzia and Magna play in... proof is in the reading below.
52. Shortly before Granville stopped doing business with the Magna Group, in September 2013, Ari Sason complained bitterly about Yippy’s transfer agent. Sason emailed:
Transfer Agent instructions will be extremely tight and must be signed by T.A. (Pacific always pushes back on our TA agreements essentially making them worthless, we CANNOT agree to this under these circumstances)
Hanover shall have the right to immediately demand a Transfer Agent change if Pacific Stock, in any way, holds up any conversion.
53. A few months later, in March 2014, Magna’s lawyers sent a facially defective opinion letter to Pacific Stock Transfer, Yippy’s transfer agent, attempting to induce the Pacific Stock Transfer to violate securities laws by removing the restrictive legend on 200,000 shares of Yippy stock.
54. The letter from Sichenzia Ross Friedman Ference LLP dated March 21, 2014 to Pacific Stock Transfer on behalf of Magna with respect to its attempt to sell Yippy shares is deficient on its face.
55. First, Sichenzia states, “We have investigated such matters and examined such documents as we have deemed necessary and appropriate under the Securities Act and the applicable state laws.” It is clear that Sichenzia has not done so, because its Rule 144 analysis which follows, in the last paragraph on the first page (Yippy 0376) and the next three paragraphs on the second page (Yippy 0377), it makes no mention of the fact that, pursuant to subsection (i) of Rule 144, the safe harbor provided by Rule 144 is not allowed even if a one-year holding period is met in the event that the issuer is, or formerly was, a “shell company”, in the absence of 12 months of current reporting under Sections 13 or 15(d) of the Exchange Act (other than Form 8-K reports) and the filing of “Form 10 information” (17 C.F.R. 249.210 or 17 C.F.R. 249.220f) with the SEC.
56. This exception to the applicability of Rule 144 is plainly stated in the text of Rule 144 itself. Despite this, at no point does Sichenzia state that it has made any inquiries as to the absence of this exception from the applicability of Rule 144. Had Sichenzia done so, it would have noted that Yippy, in all of its OTC filings, very clearly notifies all potential investors that it is a former shell company, that it is subject to Rule 144(i)’s exception, and that investors cannot rely on Rule 144 for resales of securities.
57. The problems with Sichenzia’s opinion letter do not end with its flawed Rule 144 analysis, however. At no point in its letter does Sichenzia explain the means in which Magna acquired its shares or whether Magna was properly relying on an exemption from the requirement of a registration statement pursuant to Section 5 of the Securities Act, nor does it draw any conclusion regarding investment intent other than factually noting that the holding period for the shares is “in excess of one year”. However, particularly if Magna has not availed itself of a legitimate safe harbor from registration, the length of the holding period by itself may not be enough to establish investment intent.
58. By playing fast and loose with both the facts at hand and the application of Federal and state securities laws, Sichenzia attempted to induce the transfer agent to remove restrictive legends from Yippy’s stock in violation of securities laws.
59. This particular episode highlights the importance of the transfer agent in Magna’s death spiral. Magna needs a transfer agent to look the other way.