Tom - good to see we have at least one legitimate company. However, if the SEC filing is correct, I do not believe we own American Lift. The filing states that American Lift is an S Corporation. IRC 1361 basically states that C Corporations are not allowed to be shareholders of an S Corporation. There is no way American Lift can be an S Corporation and owned by GIFS.
However, there is some hope(perhaps). I am speculating, but this is my opinion as to how we could own American Lift. Really, I hope this is right because then we have a company worth a few hundred thousand to pay legal fees. Anyway, when we bought American Lift, the S Corporation status would have been immediately terminated, meaning in the stock purchase GIFS would have a basis in American lift and American Lift would then be a 100% owned subsidiary of GIFS and would be legally a C Corporation. If we own it, what happened is that the attorneys, management, and the CPA were not smart enought to realize this and in error simply disclosed that American Lift was an S Corporation as it had been prior to acquisision. I would think of the "high powered" attorneys and accountants we were led to believe were on this account that someone would have know this. My speculation is contrary to the SEC document, but we all know that it is laiden with errors anyway. Perhaps this is just one more.
In conclusion: SEC document correct - we don't own it
SEC document wrong - we might own it (who knows).
Personally, I do hope we own it. The attorneys can add it to their portfolio in a liquidating distribution. However, I am sure that there are claims against it somewhere.
Regards, MTM |
