The concern here is not Gouger, but whom Gouger associates with. His last shell was toxic. He was sold a bill of goods. Looks like he was sold a bill a goods again on another toxic shell.
The company filed its Q3 periodic report for the period ending Sept. 30, 2009. Subsequently the registrant filed Form 15-12g on Dec 19, 2009, withdrawing its requirement to report to the SEC. Which is good, especially since the registrant filed Form 8A immediately after the original S-1 went effective back in 1996. Thus the registrant went from a 33 Act to a 34 Exchange Act registered company.
But this means, at the time the issuer became a "formerly a shell corporation", this issuer has, due to the Evergreen Rule, no exemption or safe harbor available to create free trading shares.
The aforementioned paragraph might be the cause of the DTCC Chill. Someone, as in attorney, drafted a bogus legal opinion to create illegal unregistered securities that found its way into the public market.
Now, DTCC does not want to take possession of bogus shares with dubious opinion letters attached.
I do not think the DTCC Chill can be remedied until this issuer cures the "former shell" status. The only way to do that is to register a class of securities either under the 33 Act or the 34 Exchange Act, and remain current for 12 months thereafter.
Basically, this is a toxic shell.
Another fine move.
BTW, can someone dig up and find why this issuers counselor was suspended from the California State Bar?
Gouger needs to find better friends, cause the ones he thinks he has, continues to rip him off.
The other thing to look at is the issuance of 49,200,000 shares valued at $492,000 for the lease.
However, the stock was trading at $0.70 (adjusted for the split) prior to the transaction, and hovering around $0.20 subsequent to the split.
Using fair value based on the market, the 49,200,000 is worth $9.84 Million and not $492,000
This acquisition/business combination does not qualify under US Code 368, nor 356, and 354.
Therefore, Gouger has a tax consequence of $9.438 Million in 2015.
In addition, if this accountant was retained to audit the issuers financials, the auditor is not allowed to provide tax advise in order to remain independent.
So who is guiding Gouger on these transactions?
The IRS will be more than happy to pay a house call for their part of $9M.
With all this said, I do not see any professionals surrounding Gouger. I see scammers using Gouger to scam, leaving Gouger to pay the piper when the IRS and SEC come calling.
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