The Secretary of State (SOS)

[levelnever]

Yeah, I'm sure the state SOS's are somewhat limited in their ability to verify the information of the thousands of public companies they get changes on. You figure the RA should be the one responsible for checking to verify the accuracy of any information they are submitting. I wonder, does an RA have any liability in these types of situations?

[WakingBake]

Wow! Doesn't the SOS verify anything? God knows Pink Sheets doesn't. Geez, we are at the mercy of scam artists it seems. IMO, that RA should be fined, banned, tarred and feathered, etc..

[levelnever]

Janiceshell has been doing a fabulous job digging up what happened with SMMT, where it appears someone fradulently changed information with Nevada SOS using someone else's name, in conjunction with starting up a fake website. SMMT is definetly one for people who watch SOS changes to study and be aware of. If it happened once, it could certainly happen again. As Janice says in her message it does beg the question, how widespread is this issue or will it become. If you haven't yet, she is a good Ihub'er to personmark.

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=61223808

Obviously whatever it was that happened there was wrong. But it's an isolated case. You want to hear about a much greater danger?

ANYONE can make changes to corporate information in the Nevada SOS database. All you need to do is sign up with their online feature--I'm sure a fake name would be fine--and install Bozo the Clown as president of your favorite penny stock.

I'd suspected that for a long time, but only got confirmation today, from a person whose name was added without his knowledge to the officer list for a penny scam. It had been put there by an RA, who was paid for the work by a guy called "Mike" who sent him a payment by Western Union.

When the victim complained, the RA told him to go to the online site and remove himself, and then explained how.

[jobynimble]

Okay, thanks...

[cantgetmyname]

That costs $10


"Additional Information is available for a fee. You can retrieve Status for a fee of $10.00 or
more detailed information including current franchise tax assessment, current filing history
and more for a fee of $20.00."

[jobynimble]

Hi creede...

Could you check DE and see if MRVT is active? Tia...

[creede]

Good morning, levelnever. Perfect information for the thread. Thanks for sharing.

[levelnever]

During some DD, I read through this reincorporation document. At the beginning of the document there is a in-depth explanation of the advantages and disadvantages of a move from WA SOS to DE SOS. It's a PDF so I can't link in directly to it. If you want to read through it yourself, here is the page where the PDF is housed:

http://www.airspan.com/about-airspan/shareholder-information/

It's listed as Shareholder Information on Reincorporation (8/19/10).

Below I've quoted some of the relevant sections:

Principal Reasons for the Reincorporation

For many years, Delaware has followed a policy of encouraging incorporation in Delaware and, in furtherance of that policy, has been the leader in adopting, construing, and implementing comprehensive and flexible corporate laws that are responsive to the legal and business needs of the corporations organized under the DGCL. Delaware has well-established, progressive principles of corporate governance that we could draw upon when making business and legal decisions. In addition, any direct benefit that Delaware law provides to corporations indirectly benefits the shareholders, who are the owners of the corporations. Because Delaware law is responsive to the needs of shareholders, Delaware law also directly benefits shareholders.

To take advantage of Delaware’s well-established corporate statute and body of case law, many corporations choose to incorporate initially in Delaware or choose to reincorporate in Delaware as we propose to do. In general, we believe that Delaware provides a more predictable and flexible corporate and legal environment in which to operate than currently exists in Washington, and that we and our shareholders would benefit from such an environment. Our board of directors has considered the following benefits available to Delaware corporations in deciding to propose the Reincorporation:

? the DGCL, which is generally acknowledged to be the most advanced and flexible corporate statute in the country;

? the Delaware Court of Chancery and the Delaware Supreme Court, which regularly handle complex corporate issues and are highly regarded;

? the well-established body of case law construing Delaware law, which has developed over the last century and which provides businesses with a greater degree of predictability than most, if not all, other jurisdictions provide;

? the procedures and degree of shareholder approval required for Delaware corporations for the authorization of additional shares of stock, and for approval of certain mergers and other transactions, present fewer practical impediments than those which apply to Washington corporations;

? the responsiveness and efficiency of the Division of Corporations of the Secretary of State of Delaware, which uses modern computer technology;

? the Delaware General Assembly, which each year considers and adopts statutory amendments that the Corporation Law Section of the Delaware State Bar Association proposes in an effort to ensure that the DGCL continues to be responsive to the changing needs of businesses; and

? the Reincorporation will also eliminate the Company’s need to consult with Washington legal counsel and is therefore expected to reduce the Company’s legal costs.

We believe that, as a Delaware corporation, we would be better able to continue to attract and retain qualified directors and officers than we would be able to as a Washington corporation, in part, because Delaware law provides more predictability with respect to the issue of liability of directors and officers than Washington law does. The increasing frequency of claims against directors and officers that are litigated has greatly expanded the risks to directors and officers of exercising their respective duties. The amount of time and money required to respond to and litigate such claims can be substantial. Although both Washington law and Delaware law permit a corporation to include a provision in the corporation’s articles or certificate, as the case may be, of incorporation that in certain circumstances reduces or limits the monetary liability of directors for breaches of their fiduciary duty of care, Delaware law, as stated above, provides to directors and officers more predictability than Washington law does and, therefore, provides directors and officers of a Delaware corporation a greater degree of comfort as to their risk of liability than that afforded under Washington law. Reincorporation from Washington to Delaware also may make it easier to attract future candidates willing to serve on our board of directors, because many of these candidates already will be familiar with Delaware corporate law, including provisions relating to director indemnification, from their past business experience.

Possible Negative Considerations

Notwithstanding the belief of the Board of Directors of the Company as to the benefits to the Company and its shareholders of the Reincorporation, it should be noted that Delaware law has been criticized by some commentators and institutional shareholders on the grounds that it does not afford minority shareholders the same substantive rights and protections as are available in a number of other states. Accordingly, the Reincorporation may make it more difficult for minority shareholders to influence the Company’s policies.

In addition, franchise taxes in Delaware are expected to be greater than franchise taxes in Washington. Specifically, the Company estimates that after the Reincorporation, based on tax rates currently in effect, Airspan Delaware’s annual franchise tax in Delaware will initially be approximately $18,000. Currently, the Company’s annual franchise tax in Washington is nominal in amount.

As set forth in greater detail in “—Comparison of Shareholder Rights Before and After the Reincorporation—Amendment of Articles of Incorporation” and “—Comparison of Shareholder Rights Before and After the Reincorporation—Class Voting” below, the Delaware Charter provides that, subject to the rights of the holders of any series of Airspan Delaware Convertible Preferred Stock pursuant to the Delaware Charter or any resolution of the Board of Directors of Airspan Delaware providing for the issuance of such series of Convertible Preferred Stock, the number of authorized shares of any class of Airspan Delaware stock may be increased by the affirmative vote of the holders of a majority of the stock of Airspan Delaware entitled to vote, without requiring a separate vote of the affected class. However, under Washington law, an amendment to the Washington Charter that would increase the aggregate number of authorized shares of a class of Company stock would generally require a separate vote of the affected class.

It should also be noted that the interests of the Company’s Board of Directors and management in the Reincorporation may not be the same as those of the Company’s shareholders. See “—Interested Parties” below.

The Board of Directors of the Company considered the potential disadvantages of the Reincorporation and concluded that the potential benefits of the Reincorporation outweighed the possible disadvantages.

[creede]

Sure thing. Welcome to the thread.

[buckyeye1978]

Thanks this great thanks

[creede]

Interesting exchange I just found on our sister thread, SOS Changes.

levelnever Share Thursday, January 27, 2011 2:09:20 PM
Re: None Tweet Post # of 1481

On SOS Changes, some people have asked why sometimes people are not noticing changes from weeks before. In addition to our need to have more people watching and posting, there have been numerous instances where the SOS has not actually updated the company's information until weeks after the actual filing date.

Why that happens, I do not know. Perhaps others could shed light on this. With the thousands of companies they are updating, maybe things getting lost in the shuffle or some kid at a desk with a huge stack of papers he hasn't gotten to, not positive. This is why we set the 1 month cut off on SOS Changes, because it appears that occasionally it can take that long or in fact sometimes longer for SOS to post. So just a heads up, most of the time the filings are on-line in the day or two surrounding the filing, but occasionally it takes much longer than that.

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=59250915




DenverBruin Share Thursday, January 27, 2011 4:41:49 PM
Re: levelnever post# 1199 Tweet Post # of 1481

Very good post, some people have actually gotten burned by this, I witnessed first hand....

I had a play that showed a dissolution (dissolved) one month after it actually happened (one month after the filing). The company switched from NV to WY. Everyone thought all was well as NV SOS was Active and the AS was unchanged.

In reality, the company switched registered states and increased the AS by 75000%. No one knew until PinkSheets was updated and it showed a new state.

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=59260880

[jobynimble]

Back at ya, creede...

[creede]

I see. Thanks for the heads up, Akapak.

[creede]

Thanks Joby. Hope you have a great rest of the weekend.

[creede]

No problem. Welcome to the thread!

[j$tops]

Thanks for starting this board guys!!! I got it marked!!

[creede]

Great find, levelnever. I am going to repost it with keywords.

re Delaware (DE), Nevada (NV), and Wyoming (WY) -

levelnever Share Friday, March 04, 2011 5:47:07 PM
Re: None Post # of 101

In that great series of simple to understand articles, one of which I linked to earlier, there was this one which relates to the M-Mar saga for those who have been following it:

http://www.businesslawpost.com/2010/10/how-to-choose-state-of-incorporation_21.html

Either way, have a great weekend everyone. I'm out.

[creede]

Welcome to the thread, ChannelTrader. Hope you use this utility all the time.

Thanks for the mark, and back at ya.

[creede]

re DE -

Another thing that you cannot get (I don't believe) is the back taxes. If memory serves, the reports are $20 each.

[creede]

A very warm welcome to the thread, xbigshot1. Thank you very much for the kind words!

If you have any experience with any of the state SOS's please lay it on us whenever you please.

[ChannelTrader]

Great board.....marked it and marked you.....thanks mikey.

[jobynimble]

Agreed, creede, both terrific boards...

[creede]

Welcome to all the new members. We are now 102 strong and counting. Please post here deposit your experience here for us all to share and discuss.

Also, don't forget to mark our sister thread, SOS Changes.

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=60142394

That would be the place for you to deposit any new changes that find during your DD.

Thanks!!!!

[creede]

In my very humble opinion, the SOS is where the DD should start. Each person should be make it a habit to check all their favorite stocks with the SOS on a routine basis. If they do that, they gain a huge advantage in the market that often only trades based on hype.

[levelnever]

That's the hope, I like the potential here, some great information I've been accumulating for 8 months on SOS Changes thread, will be nice to have a place to discuss the intricate details of SOS issues.

[creede]

I am going to put it on my "To Do List" to call the NV SOS next week and try to get more clarity. Thanks for bring it to our attention.

[creede]

Agree. Some of the SOS's still look very antiquated, but some of them are really great (like WY). Hopefully in the future we will see more and more of them become more user friendly.

[levelnever]

Thanks, 'cantget' so appears they give out the authorized, but not the meat - address, filings or officer lists. Nice to know, another way to get authorized count without going through TA, especially if TA is gagged.

[Mikey]

WOW.........EVERYONE needs to BOOKMARK this board.......

and 'creede' as well..........

talk about GIVING BACK............now this is what i am talking about.....

[levelnever]

In that great series of simple to understand articles, one of which I linked to earlier, there was this one which relates to the M-Mar saga for those who have been following it:

http://www.businesslawpost.com/2010/10/how-to-choose-state-of-incorporation_21.html

Either way, have a great weekend everyone. I'm out.

[WakingBake]

Thanks for that. Learn something new everyday

[creede]

Just want to say thanks to all that posted here today. I think we have a special synergy with the two SOS threads. I think we may actually be able to create forums of real value, and become better investors in the process.

[cantgetmyname]

I used PGIE,
I go here first,

https://delecorp.delaware.gov/tin/GINameSearch.jsp

and get the file number.

I asked for the authorized shares and the preferred
for
file #3684074 PGI ENERGY, INC.


But my question disappeared and it didn't show up on the transcript I had e-mail to me. If you don't ask for the preferred you might get one number with the common and preferreds added together

----------------------------------------------------------

Chat InformationRouting your chat request to a Corporations Information Center Representative . You are person 1 of 1 waiting to be served. Important: Please do not provide sensitive information (such as social security numbers, etc.) while chatting.

Chat InformationYou are now chatting with 'Kim' with the Delaware Division of Corporations Information Center.

Kim: Hello, Please hold as I review your question.

Kim: 1 COMMON A 1,000,000,000 .010000

Kim: 2 PREFERRED B 20,000,000 .010000

Kim: 3 PREFERRED C 1,000 .010000

ron: thank you

Kim: Thank you for contacting us online.

Please use the button (in the upper right corner of this window) to close this session. You will be prompted to have a transcript E-mailed to you and rate this service. Good-bye.

[levelnever]

Interesting...I found this enlightening read after your post comparing DE, WY and NV.

http://www.businesslawpost.com/2010/10/how-to-choose-state-of-incorporation.html

[levelnever]

How about GFME? I've already looked it up a few months back, but just an example. If you can post the chat as well, that would be really helpful.

[cantgetmyname]

give me a DEL corp I will try right now

[AKAPAK]

WY has a legal instrument called a Close Trust. It is a way to shelter personal / buisness assets and limits liability.

Very useful against creditors, lawsuits, gold giggers, etc.

[levelnever]

Hmm...weird, I wonder either the people I've gotten in the chat, just haven't known what they are doing or they changed their policy. If anyone else happens to try again, please let us know the outcome of your chat.

[cantgetmyname]

Documents you will have to pay for but I have always been able to get AS.
I give the name and the file number.

Unless they changed their policy recently.

[levelnever]

Maybe I'm wrong, but when I've tried it I couldn't get anything without paying. Just to be sure, I just chatted with a Deleware rep and this is the conversation.

Here is the link btw for those who have never used it before. It's at the bottom of the page:
http://www.corp.delaware.gov/contact.shtml

SOS: Hello, Please hold as I review your question.
Me: Sure, thank you.
SOS: You can get a list of the last 5 documents on file for an entity by going under entity status and pay the 20.00 fee.
Me: Is there any information I can receive without paying the fee or is it just what I see on the screen when I do the entity search? Could I receive an authorized share count/company officers/address etc. without paying?
SOS: no that information is displayed on the annual report which you would have to order.
Me: Oh ok, thank you, so the only information I can obtain without the 20.00 fee is what appears on the entity details screen after I perform the search?
SOS: Yes
Me: Ok, thanks again, have a good one...

Maybe she was wrong, what have you heard people being able to obtain through the chat 'cantget'? Thanks, level.

[cantgetmyname]

Delaware will give you the info, there is a chat button where you can ask and get your answer either through the chat or they will email it later.

[jobynimble]

LOL!!!

[levelnever]

On those other SOS's that provide free information, I didn't mean that the companies are preferred, but the SOS is preferred because it provides free information. In fact many of the best companies remain on the DE. I just want to have my cake and eat it too :) Free info. and best companies in OTC both. Time to get a lobbyist...LOL...

[jobynimble]

No doubt...

[levelnever]

Yeah, therein lies the dilemma. DE has some real solid by-the-book companies due to the stricter regulations, but at the expense of information given out to shareholders. I believe if we could get DE to give out open and free information that the penny market and OTC would be alot better off. And it would probably lead to every state that isn't giving out free information to follow the lead.

[jobynimble]

Yup...

[cantgetmyname]

I have seen the Authorized shares "Unlimited" on a few WY corps.

[jobynimble]

WY corporate law also less strict than DE...

[levelnever]

There are some preferred SOS's IMO (like WY) which provide free information to the general public , they don't have to pay the fees that DE incurs. I think DE helps out the bigger shareholders who have the funds to constantly put down $20 bucks here and there, but it limits things for the small-time investor attempting to research a broad variety of stocks. Certainly it's not advantageous for DD'ing the thousands of penny companies on there.

Transparency is key in the pink sheets IMO, the less walls that are up surrounding this information, the more that the market can effectively operate and incorporate any company changes into the PPS. Without these internal changes being made free to the public, it only continues to encourage insiders and big pockets in gaining the upper hand and making money off of others. I hope that in the future more SOS's transition to the free information platform.

[creede]

Does anyone here know why a company would choose to move from DE to WY?

Also, would all of the state taxes for DE have to be paid for them to be able to execute the move?