TAP Real Estate Technologies Inc (RWAX)

[samsamsamiam]

George also made comments about reverse takeovers - yet here he is doing them right along with all 3 of his other custodianships. And it is not as easy for the “otc wiz” as he thought it might be!



http://www.clippercorporatepartners.com/2017/09/the-walls-are-closing-in-on-attorney.html?m=1


Enter Adam Tracy. One of Tracy's business models is to pick up these abandoned shells and resell them to clients who come to him, looking for options to become public through reverse merger. I have always maintained that this is a lousy way to go public, both for a (legitimate) company and especially for prospective investors. The company can face a myriad of unknowns which can affect the well being of the company and/or the trading of their stock; for example, undisclosed debt holders and nefariously intended established shareholders. This was indeed the case with GOFF, as I will discuss later.

For potential investors, there is none of the regulatory oversight, even if it is minimal at times, that comes with a filing for a new public issuer. In other words, any two-bit, assetless, do nothing company (the common characteristics of companies who choose to go public in this way) can instantly become publicly traded through a reverse takeover transaction. Much more often than not, the public entity will eventually again become an empty shell, ready for the next scheme that will again expose the public to losses.

I have long been an advocate for ending reverse takeovers and requiring companies to go public through the regulatory approval process with a qualifying and provable asset.

For some reason beyond understanding, trading in an abandoned company such as GOFF does not get suspended unless the SEC finds overwhelming evidence of shenanigans, and often not even then. Shell peddlers like Adam Tracy gain custodianship of abandoned public companies by purchasing a couple of dollars worth of stock, and then using the status as a shareholder to seek custodianship of the company through the courts. Since it is likely that no other party will come forth and contest the application for custodianship, the court almost always grants it. The entire process can take as little as a month. Typically, the newly minted custodian will then make himself (or his nominee) the lone officer/director, reverse split out the established shareholders and then award himself enough shares to give him defacto control, usually through a series of concocted debt that suddenly appears on the books. Old debts and assets will disappear on fresh financials disclosed to OTC Markets Group.

Gaining custodianship requires a number of subsequent actions by the applying party, among them, an attempt to notifiy the listed officers and directors of the company at issue and the calling of a meeting of the shareholders. In the case of GOFF, Tracy and his cohorts did not comply with any of the requirements before attempting to sell the GOFF shell, including the requirement that the ongoing SEC investigation of the actions of Adam Tracy be disclosed. More about that later.

The agreement to sell the GOFF shell to Romanek was reached before Tracy's group was even awarded custodianship. Initially unbeknowst to him, Romanek was footing the bill for the costs of the custodian application. At the end of the day, Tracy and company constructed the deal to be a takeover of Romanek's company by GOFF, not a reverse takeover of GOFF by Romanek, under the terms originally agreed to by the parties and the onus of Romanek's lawsuit. Furthermore, Tracy never executed the agreed upon reverse split, leaving hundreds of millions of shares on the street that were sure to be dumped once aggressive trading resumed. Had Romanek stood still for the intended fleecing of his company, Tracy et al. would have been left with a pocketful of GOFF stock, likey to be divested in a future promotion campaign, and probably the reason that Tracy didn't execute the agreed upon reverse split. Liquidity in the stock would make for more trading volume and an easier task of dumping the ill-gotten shares



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He’s still on watch for me with those custodianships to see if he can be the first to have a legit merger that sticks.