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Good points.
But let's go back to discuss what forfeiture or revocation of corporate charter means: it means "giving up" right to do business.
Who gave up that right & restored it? And does reinstatement ultimately mean that the rights of management is also restored? I don't think so.
Does NRS support forfeiture by Board?
Where does it say in NRS that upon reinstatement, all management has the right to stay? The application is about getting rid of idiots that are management, no?
Revocation of corporate charter effectively means forfeiture of RIGHT to do business under state law. Reinstatement of charter restores only that RIGHT to do business but doesn't give management ownership to the business because the ownership of business belongs to shareholders & it is ultimately up to shareholders to decide on the future direction on whether these idiots should be management of the company?
Where in the NRS does it say that current management (CEO/CFO/Directors) has the right to continue after messing up badly like this? Although the corporation restored its right to continue, should it be allowed continue under current management or is a court appointed custodian more proper is the question.
I heard the whole testimony. I don't cherry pick facts.
What is made up that needs proof? And while you're at it, please supply SEC's rule that allows "shareholder update" to replace NT or actual filings outside of 8-K.
Filing of Form 15 doesn't mean they've "gone dark" as you had suggested. It means they've opted to become an alternative filer. Which part of this fact are you still arguing?
Even as an alternative filer, "going dark" is not allowed & issuers under OTCM gatekeeping policy must still file on time to maintain Pink Current status which seems to suggest that "going dark" is not allowed from a compliance perspective.
What are you arguing again & where am I wrong? LOL.
Yep, despite the 8-K stating they were working on getting their filings done, they didn't even have an auditor to sign off & it wasn't until Sharp came into the scene that suddenly they have a new auditor. LOL.
Really?
Emergency orders do not serve to rewrite standing laws but are mere temporary measures to make concessions.
Please provide specific language of any COVID order where SEC said they will accept ANY excuse from ANY issuer that as long as they keep uploading letters to shareholders or excuses, it suffices SEC requirements?
You can't because the Commission never approved such action.
Again, no where does it say a letter to shareholder replaces NT notices, right?
Not exactly. Judge asked no such question & defense could not have answered a question that had not been asked. It is true that once a corporation is reinstated, it is no longer revoked BUT reinstatement does not prove that the business has not been abandoned.
Only their RIGHT to pursue business has been restored, but that right to continue does not negate the fact that the business had been abandoned & there is staggering evidence to support abandonment?
Going dark is not filing a Form 15, Sam. Form 15 is an action to go to alternative filing. "Going dark" is not saying crap for months after saying they're doing something. Right?
I think Brassington should come back. I'm with your view that all should be brought back for additional examination & drilled to death esp Brassington to explain her affiliation with Mau/Belmont. Mau should be examined as well.
Oh my...I think we have a case beyond a custo here. LOL.
This is gonna be a fun summer on $RETC.
Drafting final info now to send to Sharp's attorney, Tirre.
Suggest you concede to the fact that RETC went dark from October 2020 and that the letter to shareholders of 04/01/2021 does not fulfill obligations of public entities under Rule 1934 for its inability to file 10K or Q on time. The Rules are clear so let us not further obfuscate!
Hey Guano! Join in on the banter, this $RETC case is fascinating!
Where does it say that the SEC has released an order allowing "letter to shareholders" to replace NT notices?
Please provide proof.
Agree. I have not found case law either. But from my own personal experience, an argument of fiduciary abandonment as cause to execute the full term/payment of my contract did prevail. Let's see.
When I retired almost a year ago, my primary decision to resign from my position as group COO was based on the Board's refusal to provide additional capital to the U.S. & Asia group of companies during the pandemic: I was brought in to restructure the two groups which was comprised of 15 operating units. The Board's response was, "we're sick of putting $$ into losing operations, you're all on your own."
Isn't this abandonment? Control persons walking away & preventing subs from continuing as going concerns--esp when they have the means--is indeed abandonment. Key management walking away after exhausting all options is abandonment & employees quitting is also abandonment. Everyone walking away results in no company in a real sense & the result is a further push to insolvency which harm shareholders. I actually won the lawsuit based on fiduciary abandonment & they had to pay out my 3 year contract?
How is the case of $RETC different from what we see in real business, especially given this one is a private company?
Again, HAD RETC continued filing 8-Ks throughout the pandemic, YES Sharp loses. RETC went completely dark for 7 months after Mau was appointed without any explanation about the nature of his appointment as manager of both RETC & BluWire, and specific corporate actions had taken place.
Are you dismissing this fact?
Are you suggesting that Exchange filers can just go dark without disclosing material events due to Covid?
I like Sharp's win for Monday due to events that took place in October 2020 & beyond with the involvement of Mau & Belmont Acquisition whom I believe are undisclosed control persons of RETC and may have been all along. Mau/RETC can deny this but the records of FLSOS prove otherwise.
I maintain my position that they (Mau) salvaged whatever value remaining in BluWire & BAILED because all others subs have no value & shut down already.
This is why we see no more 8-Ks filed for 7 months updating anything until Sharp comes in to the picture in March 2021 and conveniently on 04/01 RETC issues a shareholder update and that update fails to disclose Mau's appointment at both RETC/BluWire level? All they say is "we survived!" Doesn't this read like "We--CEO/CFO and undisclosed managers are still getting paid?" LOL.
Prior 8-Ks whining abt COVID & their inability to file were just smoke & mirrors to avoid SEC suspension (at least get something filed with the SEC) so to allow sellers of 2019 acquisitions to blow out of their preferred shares via conversion at the expense of shareholders who had reasonable expectations to see additional disclosures/filings, and those expectations were created by prior 8-Ks wherein RETC said "the filings are coming by this date or whatever."
Had there been an 8-K in 10/2020 disclosing the appointment of Mau as advisor to RETC & the nature of his engagement with something like "we will update you from time to time on our progress" this would be a SURE WIN for RETC because "nothing to update" outside of very overdue 10Qs is already protected if there is no progress to merit an update?
The fact of the matter is, we now know that some material events have taken place since 10/2020 & shareholders are left guessing what they were which they shouldn't have to.
Plenty of Exchange filers with bigger S/S. If you bring in multiple revenue generating assets, S/S is not really a big issue. It is not to say S/S does not matter, it is relevant but acquisitions of real companies with real assets & revenues can overcome.
If you take the time to listen to the hearing, Sharp said he intends to deposit assets into RETC?
Emotion Fashion Group, Inc is a wholly owned subsidiary of RETC meaning RETC has direct control over how this unit is managed. Why is this one's status expired during 4Q 2020 for failure to file a renewal?
Maybe it had nothing going on to begin with & RETC's claim of making PPE material is just b.s.?
10-K 2019 excerpts:
Management took steps to promptly close all its Bluwire stores and Fashion Group operations, laying off the vast majority of its employees. The Company’s landlords and Libertas, Vox and Reliant have all agreed to collections deferment of an indeterminant duration. The Fashion Group continues limited operations in creating and producing PPE materials.
So which subsidiary within the Fashion Group is making the PPE stuff?
More from 10K 2019:
Samantha Sisca (“Sisca”) was the Seller of the membership interests of Social Decay LLC d/b/a Social Sunday (“Social”) to the Company. The Company may have claims and/or causes of actions against Sisca for misrepresentation, breach of contract, and other claims. On April 15, 2020, Sisca terminated her employment with the Company. Management has not determined the extent of its claims, nor what actions are in the best interests of shareholders.
Sisca is no longer as of 4/15/2020. Who is running this subsidiary now? No answer at the number made available online.
RUNE NY telephone number: "Your call cannot be completed as dialed please check..." This business is run on an "by appointment only" basis. If the phone number doesn't work, how does anyone make an appointment? Send emails I guess:
From 10-K 2019:
Rune NYC, LLC leases 550 square feet for $1,950 per month at 252 West 38th Street, NY, NY 10018. Rune still sublets 50% of the space to another fashion brand for $750 per month lowering its monthly rental cost to $1,200. The lease expired February 28, 2020, and the company has been month to month thereafter.
Did they terminate their month to month lease, go to another location & not take their business number? Very strange.
Who controls all these "subsidiaries" would that be CEO/CFO/Directors who are living in Asia?
C'mon people.
Emotion Fashion Group, Inc. -- Status Expired as of 10/21/2020 for failure to file renewal per UTSOS records
BluWire Group LLC's articles of organization was amended on 10/20/2020 to involve Mau/Belmont Acquisitions.
Is this a coincidence that Emotion Fashion Group, Inc has an expired status for failure to file renewal? It appears to be common practice to just not maintain proper registration.
Do we agree that Emotion Fashion Group, Inc's expired status constitutes abandonment of this sub?
SMH
Belmont Acquisitions gets involved in 10/2020 via David Mau as an undisclosed control person for RETC, then rolls the dice by not saying crap for 7 months. Then when Sharp gets involved, they're forced to act and suddenly "they" care. I say "they" because I'm convinced that the CEO/CFO are not the real control persons behind RETC.
Mau tries to salvage whatever value is left in BluWire bc this one is the only real operating business unit of RETC. I bet BluWire has been spun out already leaving RETC as an empty shell.
Since Mau was able to scrap/salvage BluWire and there is no value left in any of the remaining "subs" RETC thru its undisclosed control person Mau abandoned its business evidenced by ZERO communication (8-K) between October 2020 and April 2021. No 10Qs filed despite their own deadlines to complete such, no further 8-K bc the 1st & 2nd Qs 2020 would require full disclosure including all subsequent events. If they filed any Q during the latter part of 2020 after Mau's involvement, it would open up a can of worms they don't want opened.
I am reviewing status of the Fasion Group (the 3 companies with 3 "employee/contractors").
7 months of nada when certainly many events took place should be brought to light. "They" salvaged what they could then BAILED. Does anyone doubt this when reviewing the timeline of events & records of FLSOS?
Erik,
Marilu Brassington stated that she had been working for RETC since 2018 to the tune of 50 hrs/week. Belmont Acquisitions comes in to the picture in 2019 for the BluWire acquisition and in 10/2020 David Mau became manager of BluWire Group and $RETC. This seems to be a significant appointment because BluWire's articles of organization was amended to reflect the appointment of Mau as "operating manager." This is a reportable event via 8-K but again nothing.
Brassington acting as appointed corporate rep seems even more questionable unless RETC is actually Belmont Acquisitions or vice versa?
What are your thoughts about Belmont Acquisitions involvement?
The issue is not that RETC took PPP/EIDL per se. It is the fact that they applied for them AFTER they laid off substantially all of their employees? They didn't have the employee headcount in 2020 or 2021 to justify getting the federal loan in the amount that was granted to them.
Straight from the 2019 10-K:
As a subsequent event, on March 16, 2020, the President of the United States of America issued a stay-at-home instructions and business closure directive in response to COVID-19 pandemic. Management took steps to promptly close all its Bluwire stores and Fashion Group operations, laying off the vast majority of its employees.
Fashion Group is Emotions Fashion, Rune NY and Social Sunday. Company said they kept 3 employee/contractors for 3 companies. This was as of June 18, 2020. Add CEO/CFO. Brassinger said there were 6 employees right? CEO/CFO can't be paid from PPP money due to U.S. residency requirements, hence we do question where did the $900K go? Those 4 "employee/contractors" make $200K+ a year to make face masks?
Do you understand how laughable their claims are? They had the funds to hire auditors & reinstate the company with NVSOS before the custo petition. Even if you're not a RETC shareholder, these events should raise eyebrows as a taxpayer.
. These funds are being used to re-hire previously laid off personnel where appropriate and hire new personal that management believes better fits the post COVID-19 shut down environment. The Company is hiring personnel that will help the operating units generate revenues in a more contactless environment and to create changes to our cutting edge retail software to help pier stores and well as other retailers attract consumers in this new environment.
Who have they hired other than David Mau as key manager in 10/2020 & how is Mau generating revenues in his capacity as manager? What is he manager of?
I'm not George Sharp nor know his intentions. Suggest you ask him directly if you know him.
PPP money they received is fact, yes. What are you arguing?
The judge in this venue can't punish RETC for any potential misappropriation of PPP aide bc that is not what the case is about. Their disclosed claim on use of funds from 2019 10K & what they actually did is only one of many evidences that an appointment of a custodian is proper.
This is not a trial, but a hearing. But it can move to a trial if RETC management is not careful.
Info from 10-K is outdated and the witness sent is not credible.
We need to understand what the actual condition of the companies are, whether they gave up, no longer owned by RETC or otherwise BECAUSE contrary to your argument many companies, from small proprietors to multi billion $$ firms have remained in business thru COVID, fully compliant.
The government bailed out small companies like RETC to maintain their workforce/business thru various bail out programs which RETC's subs had been recipients of AFTER laying off substantially all of their workforce. This is potentially ill-gotten federal aide which is from taxpayer $$.
The judge is not there to punish but to rule based on the facts & circumstances of the case.
Further, on the Share Exchange Agreement of BluWire(page 20 of 31) from 10/2019, RETC made the following representations:
5.14.1 BUYER currently has 4 subsidiaries and routinely has transactions between the subsidiaries: 12 Hong Kong, Ltd., 12 Japan (inactive) 12 Europe, A.G.(inactive) 12 Retail, Inc. 12 Retail, Inc has three subsidiaries:- Emotion Fashion Group, Inc., Red Wire Group, LLC and Rune NYC, LLC.
Red Wire Group was acquired in 2/2019 but closed the same year via BK.
What was the # given by our witness Brassinger? Was it 15 subsidiaries as of 5/18? C'mon, is she for real?
There is clear evidence that all business units have been abandoned:
* BKs that did not bring them back via reorganization
* Businesses that closed (physically abandoned) with no intention to go long term (i.e. month to month leases, unrenewed lease) -- again we don't need to discuss reasons -- they are closed.
Sharp does not need to argue abandonment of fiduciary duties at all, that is irrelevant. We have potentially a combination of physical abandonment & abandonment for not filing with NVSOS for 30 months.
$RETC DD on BluWire Group, LLC - Potentially no longer a subsidiary
BluWire Group, LLC which was acquired in 10/2019 filed an amendment to its Articles of Organization on 10/20/2020 with the FLSOS removing Ojeda and Burden as Authorized member and Mgr respectively. The action added RETC as authorized member and David Mau as manager of Retech.
David Mau is with Belmont Acquisitions Corporation which is a national M&A advisory firm. Curiously, BluWire Group, LLC failed to file its annual report for 2021 which was due in April which marks the first year since its organization that the LLC failed to file.
What is Belmont Acquisition's role in BluWire Group, LLC & Retech? Why is David Mau manager of both organizations since October 2020?
Could it be possible that Belmont either acquired BluWire from RETC or SOLD BluWire to another party marking change of control for BluWire?
If BluWire is no longer a subsidiary of RETC & all other business units are either closed via BK pre COVID or closed due to COVID, hasn't RETC abandoned its entire operating units hence the company?
Also, why is David Mau a manager of Retech as of October 2020? Did RETC retain Belmont Acquisition Corp in October 2020 as advisor to the company to divest BluWire or look at a strategic alternative? Where is the 8-K disclosure for this?
The rule is implied in issuers exercising NT filings, Sam.
When issuers file NT, they normally disclose reasons for delays. IF delays are beyond the allowed NT timeframe, they must cite additional reasons/orders that grant them extensions like COVID. It's a fluid issue.
No so what, Sam.
HAD $RETC reached out to the SEC as claimed requesting exemption under the COVID order per their 8-Ks, they should've at least uploaded their correspondence to the regional SEC director of compliance requesting relief IRRESPECTIVE of SEC's return response.
RETC hasn't shown evidence of following the order extending, right? Where is the evidence that they had other than a series of whining abt COVID via 8-K?
Do you agree that the actions of RETC suggest that despite SEC's leniency & rules that have stood throughout the pandemic, we haven't seen ONE iota of a certified letter to the SEC abt RETC's intent to file later under COVID rule?
We are not talking about whether SEC's rule changed due to inaction of issuers. Let us not confuse.
Despite COVID, many companies overcame & made adjustment to their operations. That is our point, Sam.
To continue my thoughts on Abandonment:
Whether forced or not, the fact of the matter is $RETC currently has no viable operations bc they INTENTIONALLY closed down their operations -- they gave up due to forces beyond their control (COVID), and this happened mid 03/2020 and prior. Again, reasons for "giving up" are irrelevant and desires to "be back later" are just desires.
The series of 2020 8-Ks blaming COVID after abandoning or "closing down" operations are merely, "Well, I have at least tried to stay in touch. Despite my desires, I had to bail due to tough issues, BUT I'm still staying in touch with you & talking about ya." arguments.
Now that someone (Sharp) stepped in to right the situation for those that have been abused (Shareholders) & further involved authorities (Court)to help achieve same, the one(s) that abandoned after being MIA for 30 months (over 2 years!!!!) are trying to assert their rights saying...:
"Hey, I just paid my child support yesterday to the tune of $23K that had been in arears for 3 years, I want my parental rights restored irrespective of whether the child wants a relationship with me or it's good for the child to be with me! I had the money all along but I blew it on other things."
Do you all follow the case now?
Yep, RETC needed file & upload record of them request relief under COVID not just whine abt it.
Sam, is the relief in your link being granted to investment advisers or issuers like RETC?
The discussion at hand is not whether those that went current & remained compliant are scams but rather that plenty issuers--alternative or 1934--managed during COVID & finalized deals to advance their purported business objectives?