Did you notice that the original Cambrian Systems Inc was involuntarily dissolved on January 2, 1997.
When Guy Cohen and John Briner "reinstated" the Cambrian Systems Inc entity with the state of Oregon SOS, they didn't actual "reinstate" anything. They set up a brand new business entity by the same name.
The original business entity that actually is connected to this shell is entity #164355-13
The new business entity that was created by the same name is entity #549365-97
On September 24, 2008, Cohen and Briner set up a brand new entity by the same name of the long time inactive shell.
Five days later on September 29, 2008 they merged it with Guy Cohen's Delaware business entity called Cambrian Systems Corporation which had been formed earlier that same year.
They seem to have made an error on their "reinstatement" cover page (page 11 of the articles of incorporation filing
). They accidentally called the Oregon entity Cambrian Systems Corporation instead of Cambrian Systems Inc. I guess they got their Delaware business entity mixed up with their Oregon business entity.
My question is this. Is this a hijacked shell? From my understanding of past conversations with secretary of state offices, to officially reinstate a entity you have to pay all back taxes and other fees due for the entity. It definitely doesn't appear that this was done for Cambrian Systems Inc.
I've seen this trick used on another shell I recently investigated. The same exact order of events. A brand new business entity was formed in Delaware matching the name of a long since dissolved entity and then it was immediately moved to Florida where the authorized share count was raised and the shell was used for a dilution scam. I talked to the Delaware SOS and it was confirmed that the shell was hijacked. The SEC took an interest in that company after I contacted them.
The reason people set up a new shell instead of paying the back taxes and fees owed on the old real business entity is because those fees and taxes can sometimes total tens or even hundreds of thousands of dollars. Without actually curing the tax issues on the real shell the hijackers are unable to do corporate filings like raising the authorized share count. That is why they quickly re-domicile the shell in a new state (in this case set up a merger to move the entity to Delaware). By moving to a new SOS it helps hide the hijacking and confuse the powers that be. Now as a Delaware business entity they can sell the shell, raise the authorized share count, whatever it is that the hijackers decide they want to do with the hijacked shell.
We know about John Briner's reputation and past connections to scam companies. He has had some very shady business associates in penny land and has done some legal work for some of the most prolific penny stock scams. His fax number showing up on merger document between Guy Cohen's two business entities doesn't make me feel any better about the possibility of this shell having been hijacked.
Perhaps the only way to find out if this shell was hijacked in a similar fashion would be to contact the SEC and see what they think.