19. Goff, Norstra and Xumanii9—each a development stage company with little or no assets, operations, or revenue—appointed Empire as its transfer agent. By the time Empire was appointed, each of these companies had filed an S-1 registration statement with respect to initial (in the case of Norstra) or secondary resale (in the case of Goff and Xumanii) offerings and sold securities in these offerings to purported foreign investors residing in such places as Ireland, Norway, Panama, and Jamaica. Just as it had done for Swingplane, Empire processed transfer requests in connection with securities for Goff, Norstra, and Xumanii despite being presented with a pattern of red flags indicating that the securities being transferred were controlled by the issuers or its affiliates.
20. At the initial issuance of certificates to the purported foreign registered owners of these securities, Empire and Blevins were presented with irregularities that, in context, provided notice of possible unregistered distributions. With regard to Goff and Xumanii, as reflected on Empire’s records, no stock certificates had been issued, let alone delivered, until nearly a year after the purported foreign registered owners had purchased the securities. Further, after the share certificates for Goff, Norstra and Xumanii were finally issued, instead of delivering the share certificates to any of the foreign registered owners of these securities, Empire and Blevins sent the certificates—representing 100% of these issuers’ “free trading” securities—to the address of the issuers or its agents.
21. Following the original issuance of these shares, Empire and Blevins were repeatedly presented with stock transfer instructions from the same two intermediaries—Kueber and Celtic Consultants LLC (“Celtic”), an entity based in Surrey, British Columbia. In each instance, Empire and Blevins were aware that Kueber and Celtic came to possess an extraordinary concentration of the issuers’ “free trading” securities and instructed transfers to offshore entities or “International Business Corporations” (“IBCs”).10 In the case of Goff, Celtic and Kueber together possessed stock certificates that represented nearly 96% of Goff’s “free trading” shares. In six separate tranches, Celtic requested Empire and Blevins to transfer Goff shares to IBCs in Switzerland, Marshall Islands, Panama and Cyprus, while Kueber requested transfers to a Caledonian entity.
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