Fusion Pharm, Inc. (FSPM)

[HopScotch2]

Frederick M. Lehrer rendered legal opinions related to more than $10 million of the alleged $12 million Fusion Pharm fraud. Lehrer’s opinions conclude that the shares subject to the opinions can be publicly sold in reliance upon Rule 144 as Fusion Pharm has never been a shell company. A 5 minute review of Fusion Pharm’s shell status would have revealed it was a former shell company and Rule 144 was not available. Where is the SEC and FBI?

]https://www.sec.gov/rules/final/33-8587.pdf

According to the SEC, Rule 144 is not available for the resale of securities initially issued by a shell company (reporting or non-reporting) or a former shell company. Rule 405 and Exchange Act Rule 12b-2 define a “shell company” as a company, other than an asset-backed issuer, with no or nominal operations; and either no or nominal assets or assets consisting solely of cash and cash equivalents.
It is relatively simple to confirm shell status from Fusion Pharm’s public filings. The OTC Markets profile page for Fusion Pharm state its corporate history:

Company History:

• Formerly=Baby Bee Bright Corp. until 4-2011
• Formerly=Sequoia Interests Corp. until 5-06
• Note=1-04 company is in the development stage, working with a nationally recognized, independent research and development organization to develop and test an inorganic polymer designed to assist in the recovery of reserves in the oil & gas industry
• Formerly=Argent Capital Corp. until 12-03
• Formerly=Sunport Medical Corp. until 2-98

http://www.otcmarkets.com/stock/FSPM/profile

A review of the filings for Fusion Pharm’s reveals that it was a shell company. The first filing I reviewed for Argent Capital Corp, states, “On June 26, 2000 Argent Capital Corporation and its various subsidiaries ceased operating due to the company's inability to fund its business plan”. The same filing reflects all officers and directors had resigned and it had nominal assets.

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As such, every opinion Lehrer rendered under Rule 144 was baseless. This is so obvious I need a crayon.