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Re: FedUpToHere post# 191568

Saturday, 12/17/2011 1:59:14 AM

Saturday, December 17, 2011 1:59:14 AM

Post# of 221984
Re: Liquidation Dividend for FFGO

For those who are taking the line that it makes a difference to FINRA on whether they allow a dividend to be paid on revoked stock because it is a liquidation dividend and not a common dividend,. and that they (they being FINRA) will allow this based upon Wyoming Statue, my response is that folks are making the assumption that the company dissolving, in this case FFGO, is in good standing within its state of incorporation and that its stock has not been revoked. As we all know, this is not the case. FINRA does not care what kind of dividend it is, and FINRA is not going to allow one type of dividend while denying another type.

The two Wyoming Statues for dissolution that we are concerned with here are 17-16-1402. Dissolution by board of directors and shareholders; and 17-16-1403. Articles of dissolution. Basically, what has to happen is that the Board of Directors calls a Shareholder Meeting and calls upon the Shareholders to authorize dissolution. Then, if approved by the shareholders, Articles of Dissolution are presented to the State of Wyoming SOS and the winding down of corporate affairs begins as outlined in Wyoming Statue 17-16-1405. Effect of dissolution.

Keep in mind, this is applicable only if the company properly dissolves and liquidates itself. Most companies do not.

Each of you will have to make your own judgment on whether the company known as FFGO is going to go through the process properly or not. In my years of working with corporations and acting as a RA, out of some 587 corps, I have first-hand knowledge of exactly 11 of them properly doing a dissolution. My experience shows me that corporations just die on the vine, simply evaporating without proper dissolution.

Wyoming is not going to force an orderly dissolution of FFGO. FFGO will have to come current with Wyoming before it can even begin the dissolution process, and I will say it again -- FINRA is not going to allow a liquidation dividend based upon Wyoming Statue, and they certainly are not going to allow a liquidation dividend from a company that has no legal standing in its state of incorporation, let alone having been revoked. Despite what some folks may think, Wyoming can not (nor do they intend to or want to) impose its will upon FINRA for the sake of a defunct companies shareholders.

I am not going to sit here and go back and forth with anyone about this - to do so becomes nothing more than a vicious circle with no beginning and no ending. I've had several PM's from what I assume are board members asking me for further information on my conversation with FINRA about FFGO. There is nothing further I can add to what I posted. I provided the FINRA contact information for anyone who wanted to pick up the phone and make their own call, I suggest those wanting more info do so, and I repeat the contact info for those who wish to.

FINRA- Corporate Actions
9509 Key West Avenue
Rockville, MD 20850
Operations: 866.776.0800
Fax : 202.689.3533
otccorpactions@finra.org

This post is my opinion based upon my experiences and my own DD and is not intended to provide any legal or professional advice. You have a cell phone, pick it up and do your own DD.




Do I really have to tell you these are my opinions and that you should do your own DD? You're not gonna' listen anyway ...

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