Monday, April 10, 2017 7:03:18 PM
]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.
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