Regrettably an opinion letter sent to the transfer agent by an issuer constitutes privileged information. But my guess would be that the company avoided registration by issuing stock in a bunk convertible debt in order to pay for promotion and line the pockets of the primary principals.
Although we cannot confirm this; 1) Transfer agent is gagged 2) company refuses to put out any information relating to operations.
This may be another PGYC, which was consequently delisted today for improper disclosure
News 
Market Data 
Discover 
