Here is my understanding. Bear with me, since this is a long post. All IMHO.
The shell corporation (NGLF) faced a lot of trouble getting their S-1 registration accepted (back in May 2009 and earlier). The SEC's concern was that NGLF was just a shell, and they pointed to the fact that several of the shareholders on the registration were also shareholders in other companies that has proved to be shells from the outset. The question was whether NGLF was merely a "blank check" company. Over and over again they filed the S-1, responding to concerns that the website for golf products was defunct, etc. Eventually the SEC capitulated and granted the S-1, registering the company under the 1933 Act.
NGLF did not at that time need to register under the 1934 Act (using form 8A), since it was so small.
The form D documents the fact that they sold shares starting in 2008 to 34 investors. It had to be filed to document the sale of shares (establish this record for the newly registered company).
These 34 investors equal the number on the S-1 registration.
Now, Thirsty notes that the form D shows they didn't sell as many shares as they had for sale. That is correct. And they could have sold more shares later per this form D (or by filing another form D or any variety of other means).
BUT THEY DIDN'T! If one starts with the S-1 registration, using the number of issued shares, and works through (a) Sawarynski's cancellations (summer 2009 and at the time of the merger) and (b)the forward split (fall 2009), the result is EXACTLY the number of shares that the (ungagged) transfer agent reports!
IF they issued additional shares per that form D (or by some other means), those would have been reported in the filings. Or, if they issued them and fudged the filings, then they still would be showing up with the transfer agent. The transfer agent is UNGAGGED.
But you raise an interesting fact -- that IDLM now faces July 8 delisting from OTCBB by FINRA, and this delisting is for a reason slightly different from what I had believed. Previously, I had thought it was purely due to being late with financials. Now I see the notation "8AA". This pertains to the requirement under the 1934 Act (not 1933) to file form 8-A (and have it accepted) once a company has more than $1mm in assets. Remember, NGLF was too small to have to file (indeed the SEC worried about them having sufficient assest to file the S-1). However, now IDLM is much larger and needs to file that.
The rub is that it must be accompanied by audited financials. So, it brings us back to the fundamental problem that we need to see audited/restated numbers.
I REALLY appreciate you bringing these concerns to the message board here! However, I think the only real concern here is that we need to get the revised numbers. The rest can then be dealt with.
Wadi
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