Is NCDR a valid corporate entity? This snippet from the latest 10-QSB seems to cast some doubt on its legal validity:
(6) Status of Entity
During the course of preparing the delinquent Forms 10-QSB and Forms 10-KSB for the period from December 1, 1996 through December 31, 1998 and the 10-QSB for the quarter ended March 31, 1999, present management uncovered the following:
(i) that the State of Delaware requires that the revival and renewal of a Certificate of Incorporation of an administratively dissolved corporation be effectuated through the execution and filing of a certificate on the authority of those who were the directors of the corporation at the time of its expiration;
(ii) that prior management under its president (Paul L. Parshall) apparently did not file such a certificate, but instead filed an original Certificate of Incorporation under the same name as the dormant corporation which was to have been revived (Acunet Corporation) and continued to file reports with the SEC under the SEC file number of the non-revived company;
(iii) that the prior president had, on other occasions, incorporated new companies with the same name as dissolved (or dormant) companies that had common stock registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), continued to file reports under the non-revived companies' file number, and in the process, issued a significant amount of shares in these companies to himself; and
(iv) that in September 1996, the Company's prior president until March 1995, had been enjoined by the United States District Court of Utah (SEC v. Axiom Securities Solutions, Inc. and Paul L. Parshall, Civil Action No. 2-96CV-08245J) from violating the anti-fraud provisions of the federal securities laws and was barred from serving as an officer or director of a company filing reports with the SEC. In addition, in September 1996, he was the subject of administrative proceedings before the SEC barring him from participating in penny stock offerings and association with a broker/dealer, investment company, investment advisor, transfer agent or municipal securities dealer.
The Company, validly existing as a corporation under Delaware law, while continuing to report under SEC File No. 0-17772, has determined to file a Form 10-SB covering its common stock in order to properly register its common stock under the Exchange Act and correct the existing deficiency.
comment: Yes, the company has determined to file these forms to correct the deficiency, but will the SEC agree that this fixes previous errors? |
