The issuer is peeved that when they audited 2012 and 2013 to file a 10-12g in March of 2015, I told them their audits were stale, even sited Reg S-X. But they told me I was wrong and their CPA was right. Come to find out, their CPA got censured and lost his registration by the PCAOB and the issuer had to withdraw the registration because the SEC informed them the audit was stale.
So it became my fault.
Also, they issued two years ago $327,000 of stock to a company that only incorporated a day before. Then went defunct and was administratively dissolved a year later. Since it was a corporation, the issuer was not required to submit the income to the IRS. The issuer claimed the company was paid for an "introduction". So I questioned the merits of the transaction and the dissolution of the consultant soon thereafter and if the consulting company even reported the income in the taxable year earned.
To add to that, the CEO has been deferring his salary. Someone reported that he got divorced last year, so them comes to question, with no income, how has he been living all these years?
Then comes the convertible debentures he has been keeping under wraps.
Then comes filing 10Ks 8Ks, and 10Qs that are deficient in content, and the issuer is not registered with the SEC.
Further, the issuer has been claiming for 5 years that a Form 10 is any day now. Then the issuer claims filing a Form 10 is really difficult and audits take a lot of time. So long that he had to terminate his auditor after four years because shareholders were calling them, so they changed auditors, one who was newly registered with the PCAOB less than a year when they supposedly retained him, but the claimed the new hire was experienced, when he was not.
Then comes all the lawsuits against him that he ignores, including one for unpaid rent that the landlord just petitioned the court just last week for a default judgement including requiring the defendant for a list of assets. The issuer claimed they settled this matter back in April. Clearly the landlord last week did not agree.
There is a long laundry list of suspicious activity, shareholders and potential shareholders have a right to ask and be suspicious.
