Yes, it pretty much shouted "SEC investigation" to me, too. What Di Norcia did should keep Earth Surfaces out of that.
But still... Why did he want to retain voting control? And why didn't he just write off the stock he agreed to buy? That makes no sense. In his place, I'd just have walked away.
As you say, CCAJ is a shell company. A shell company whose registration the SEC is likely to revoke. So it's of no value whatsoever to anyone.