Naked Short Selling

Universal Express Statement on Naked Short Selling History

Universal Express, Inc., of which Mr. Gunderson had been General Counsel since February 5, 1994, had developed, grown and been successful and recognized despite the unrelenting attack for over ten years by naked shorters, Wall Street financial interests, who sold into the market in the name of the Company billions of unregistered, phantom and counterfeit shares, collapsing the Company’s stock price from $2 to 2 cents per share and, thereafter, keeping the Company’s stock price for years well below fractions of a cent a share.

Universal Express, Inc., its President and its General Counsel, proved that naked short selling existed, upon the attack by the naked short sellers on the Company’s shares. The General Counsel showed by statistics that the volume of the Company’s shares traded was 11 times the Company’s then outstanding shares and more than 68 times its average daily volume. The Company continued, like many other surviving companies, to have its market capitalization sucked away by the naked shorters and its stock price battered down to small fractions of a cent.

State court juries in Florida in 2001 and 2003 awarded the Company verdicts exceeding a total of $700,000,000 against naked shorters. In a press release issued in September, 2003, the Company stated that if ordinary people (jurors) understand that “you can’t sell what you don’t own and never deliver,” which is naked shorting and counterfeiting of shares, ���why can’t the SEC understand” this national problem.

Within a month after the Company’s second jury verdict against the naked shorters and the very wide publicity attending the Company’s verdicts, an embarrassed SEC through its Denver office commenced a program of harassment against the Company, with more than 13 subpoenas for documents. The Company initially volunteered to provide information on contracts for proposed acquisitions and funding sources for those acquisitions. Before these documents were even received by the attorneys at the Denver office of the SEC, they were calling those acquisition candidates’ and funders’ senior officers, threatening them with reprisals so that they would move away from the Company. This pattern of intimidation on the Company was in full swing and successful since several large proposed acquisitions were terminated. The harassment of the Company as a whistleblower on naked shorting, and the harassment of its business partners and potential business partners and funders, continued unabated thereafter.

The Company, its President and General Counsel were determined not to be bullied by a conflicted regulatory agency which has failed the investing public on this national naked shorting scandal in favor of Wall Street interest, in a clear violation of its Charter to protect investors.

The SEC’s essential misstatement in the civil action against the Company and its officers is its description of Universal’s common stock issuance to certain persons as “illegal, unregistered… shares”. In support of its complaint the SEC represented that a search of its databases disclosed no registrations for the shares in question. What the SEC did not inform the lower court is that the subject Universal shares were duly and legally issued and sufficiently registered pursuant to law. The law involved was not and is not the normal domain of the SEC, the Securities Act of 1933 and Securities Exchange Act of 1934, but the United States Bankruptcy Code, 11 U.S.C. 101 et seq., particularly §§ 1123, 1125 and 1145.

The Company, its President and General Counsel did not violate the Federal Securities Acts by causing the Company to issue shares of stock which had not been registered with the SEC. To the contrary, those shares had been issued pursuant to a Chapter 11, Bankruptcy Code, Plan of Reorganization, which Plan had been confirmed by the Bankruptcy Court and the shares were exempt from the registration requirements of the Federal Securities Acts.

The daily recapitalization of the Company caused by the naked shorting of the Company’s shares gave the Company the clear right under the Reorganization Plan, the Bankruptcy Court’s Orders and the Bankruptcy Code to cover those counterfeit and unregistered naked shorted shares with of the Company properly issued under its Reorganization Plan and the provisions of the Bankruptcy Code.

The Company’s Reorganization Plan, including the operable provisions covering the issuance of shares were filed with the SEC a number of times during the Reorganization of the Company. The General Counsel provided another copy to the SEC Denver attorneys in response to their subpoena of August, 2003 requesting documents on the issuance of shares by the Company. The Reorganization Agreement and the specific operable provisions covering the issuance of shares are specifically referenced as exhibits to the annual reports 10-KSB’s of the Company.

Also, on April 21, 2006, Mr. Gunderson testified extensively at his deposition held by attorneys from the SEC’s Denver Office concerning the operable provisions covering the issuance of shares of the Company’s Reorganization Plan and other documents that are an integral part of the Reorganization Plan. To stunned silence and no cross examination, the General Counsel described those documents, placed in evidence the Reorganization Plan and the other documents that are an integral part of the Plan, placed into evidence copies of the immunity from suit provisions of the Bankruptcy Code and the daily recapitalization of the Company caused by the naked shorting of the Company’s shares and the clear right of the Company to cover those counterfeit and unregistered shares by shares of the Company properly issued under its Reorganization Plan and the provisions of the Bankruptcy Code.

Universal Express was almost completely destroyed by Wall Street financial interests naked short-selling its shares in the name of the Company. The Company has been under unrelenting attack for over ten years by naked shorters, who sold into the market in the name of the Company billions of unregistered and counterfeit shares, collapsing the Company’s stock price from $2 per share to 2 cents per share and, thereafter, keeping the Company’s stock price for years well below fractions of a cent a share.

This national scandal of naked short selling has sucked the market capitalization from smaller public companies, putting thousands of such companies out of business and destroying the investments and jobs of hundreds of thousands of Americans. This national scandal is evidenced by the collection of published articles appearing in the attached Exhibit A and the Company’s public announcements complaining against naked shorting appear in Exhibit B.

It should be noted that Chairman Cox has recently, though quite belatedly, made a number of public statements to the effect that “naked short selling” and “fails to deliver” is a national problem of abuse and fraud in the trading markets and has adversely affected the capital formation process, particularly for small public companies. The Commission has announced that it is drafting ant-fraud rules with respect to naked shorting.

The Commission’s Chairman also publicly recognized in questioning before the Senate Banking Committee hearing this month on April 4, 2008 on the bail-out of Bear Stearns that “illegal naked short-selling” is being investigated in the collapse of Bear Stearns. In this connection, reference is made to the memorandum of C. Austin Burrell on Counterfeit Shares dated February 28, 2008. Mr. Burrell is the Country’s leading authority on naked shorting (please see attached). Additionally, reference is made to the significant article by Mark Mitchell published on May 5, 2008 on naked shorting and related matters. This article may be found at http://www.deepcapture.com/.

The SEC’s arrogance is unsurpassed in the annals of government regulators, complaining about the shares of our Company, which have been properly issued and clearly recorded in our public filings for over 14 years, while the SEC improperly permitted marketmakers, broker-dealers and hedge funds to sell trillions of unregistered and counterfeit shares in companies’ names in violation of its own Securities Statutes, Regulations and Rules and the Counterfeiting Statutes of the United States.

The Company and Mr. Gunderson, its General Counsel, proved that naked short selling existed upon the attack by the naked short sellers on the Company’s shares. Mr. Gunderson showed that the volume of shares traded was 11 times the Company���s outstanding shares and more than 68 times its average daily volume.  The Company, its President and General Counsel were determined not to be bullied by a conflicted regulatory agency which has failed the investing public on this national naked shorting scandal in favor of Wall Street interest, in a clear violation of its Charter.

The President’s officer positions, President, Chief Operating Officer and Chairman and Sole Director, his powers and his prominence in the affairs of the Company were specifically provided in great detail by the Bankruptcy Court in the Company’s Reorganization Plan and Disclosure Statement. These powers, positions and immunities were directed by the Bankruptcy Court to continue long-term during the developmental stage of the Company.

The SEC conflicted denial of the Company’s and the President’s position and rights under the Bankruptcy Code and the rulings of the Bankruptcy Court would have been dealt with harshly by that Court if the SEC had, as they were required to do under the Bankruptcy Code, appeared in those proceedings. The SEC had full knowledge of the proceedings and failed to appear. Once they so failed, they were stopped under the Bankruptcy Code from proceeding against the Company, its President and its General Counsel and any other employees on matters specifically provided for in the Reorganization Plan of the Company, as approved by the Bankruptcy Court, including the issuance of shares to advisors and consultants under the Stock Incentive Plan (the functional equivalent of an S-8 registration, filed initially with the SEC and many times thereafter) in such amounts as are necessary to cover the daily recapitalization of the Company caused by the billions of unregistered and counterfeit shares permitted by the SEC to be issued by the naked shorters in the name of the Company, but for which the Company received no consideration.

The Company, its President and its General Counsel have at all times acted in good faith reliance on the orders of the Bankruptcy Court, the long-term provisions of the Reorganization Plan, confirmed by the Bankruptcy Court, and the immunities provided to the Company and its officers under the Bankruptcy Code.

Mr. Gunderson, as General Counsel of the Company for over 12 years, provided the Denver office of the SEC with copies of the reorganization documents in response to their initial subpoena for share-issuance documents. The SEC chose to ignore this and chose to charge the Company for unregistered shares, when in fact they were and have been properly issued and registered.

On April 21, 2006, Mr. Gunderson testified at his continued deposition extensively concerning the Company’s Reorganization Plan, the included Stock Incentive Plan and the Altomare Employment Agreement, also an integral part of the Reorganization Plan. To stunned silence and no cross examination, the General Counsel described those documents, placed in evidence the Stock Incentive Agreement constituting the functional equivalent of the S-8 registration, placed into evidence copies of the immunity from suit provisions of the Bankruptcy Code and the daily recapitalization of the Company caused by the naked shorting of the Company’s shares and the clear right of the Company to cover those counterfeit and unregistered shares by shares of the Company properly issued under its Reorganization Plan and the provisions of the Bankruptcy Code.

The Company, its President and General Counsel have acted properly and in good faith. The SEC has acted improperly and without good faith in its attack upon the Company and its President and General Counsel. It has acted to destroy the principal whistleblowers on naked shorting in order to cover its improper behavior as a regulator charged with protecting investors, but favoring instead Wall Street interests destroying small American public companies, their employees and investors.

The SEC has also acted improperly to attempt to deny the Company and its officers a jury trial in order to avoid such public disclosure of the national naked shorting scandal and the SEC’s active participation in such scandal.

The SEC has violated the federal Whistleblower Protection Act of 1989, 5 U.S.C. Secs. 1213 et seq., in its actions against the Company, its President and Mr. Gunderson, its General Counsel.

The naked shorting scandal is known as “Stockgate”.

The naked short selling manipulations reached catastrophic financial proportions by July 2001, the date of Universal’ s first multi-million dollar judgment against some involved in its victimization through such a scheme.

The SEC’s exposure in what has already been publicly exposed despite its efforts to silence the Company, its President and General Counsel, among others, is the result of its earning a fee on every naked short trade executed, along with the fees on such sales earned by the Depository Trust Clearing Corporation (“DTCC”), resulting in hundreds of millions of dollars in fees, and the humongous scope of the scandal and the billions of dollars worth of unsettled naked short trades.

The Company, its President and General Counsel has been bullied by the SEC, a conflicted regulatory agency which has failed the investing public on this national naked shorting scandal in favor of Wall Street interest, in clear violation of its Charter to protect investors.

The SEC commenced its case against the Company on March 22, 2004, twenty-two days following the filing of an action by the Company against the SEC in federal court in Florida on March 2, 2004. The Company sued the SEC for extensive and sustained harassment of the Company and its officers, including its President and General Counsel, to silence them on the naked shorting scandal and, in addition, sued the SEC for failure to take any effective action to stop naked shorting. Conveniently and typically, the SEC relied on its “immunity” to defeat this action in order to further cover-up its cooperation with the naked shorters for over ten years and to silence the Company and its officers.

Publicly available facts prove, among other things, (i) that the SEC ignored the Company’s and others’ repeated voices of concern and increasing public criticism regarding naked short selling of stock for years, (ii) the SEC had enormous financial interest in allowing the continuation of naked short selling, (iii) the naked short selling of stock had turned into a nationwide scandal known as “Stockgate���, (iv) that by July, 2001, the Stockgate scandal was well known within the SEC to have reached staggering range of hundreds of billions of dollars, (v) the SEC literally sat on a proposal initiated outside of the SEC to ban naked shorting of stock in 2001 for almost 2 ½ years, and even currently condones, if not fosters, delays in implementing any material preventative measures.

Universal, its President and General Counsel have been out in the forefront of publicly and openly challenging the SEC since 1997 on its improper inaction on naked shorting. The Company, assisted by the testimony of its President and General Counsel, received a $389 million dollar judgment victory in July 2001 and later its $137 million dollar judgment in April 2003, which substantially fueled the movement against the SEC and others to ban naked shorting. It is clear that the harassment by the SEC against the Company which commenced in May, 2003, one month after the Company’s second jury verdict against the naked shorters, was a response by an embarrassed SEC to silence the Company, its President and General Counsel. Its civil action was nothing more than a transparent contrivance to further silence these whistleblowers.

All of these actions by the SEC to harass and intimidate the Company, its President and General Counsel for ten years were designed to silence them for their public protest against the SEC’s long-term failure to act in the national scandal of naked shorting, and such actions were and are violations by the SEC and its minions of the Whistleblower Protection Act with respect to the Company, its President and Mr. Gunderson, its General Counsel, as whistleblowers, generally, and under the Act.

Initial briefs have been filed with the United States Court of Appeals of the Second Circuit on October 26, 2007 appealing the summary judgment by the lower court, without a hearing, on behalf of the President and the General Counsel and a reply brief by the SEC on November 26, 2007.

Mr. Gunderson relies in his appeal on all of the statutorily imbued immunities under the United States Bankruptcy Code and the Reorganization Plan of the Company, including the Reorganization Plan’s Stock Incentive Plan. These immunities and protections for Mr. Gunderson, the President of the Company and the Company, are basic and should be decided by the appellate courts before any suspension is imposed.

On December 19, 1991, the Company, then called Packaging Plus Services, filed for reorganization under Chapter 11, Bankruptcy Code, in the United States Bankruptcy Court, Eastern District of New York. The Bankruptcy Court, on February 18, 1994, in Case No. 191-18486-260, confirmed the Company’s Plan of Reorganization (“the Chapter 11 Plan”). Thereafter the Company changed its name to Universal Express, Inc., and Mr. Gunderson was appointed as its General Counsel. Mr. Gunderson maintains that the Company, its President and General Counsel did not violate the Federal Securities Acts by causing the Company to issue shares of stock which had not been registered with the SEC. To the contrary, those shares had been issued pursuant to a Chapter 11, Bankruptcy Code, Plan of Reorganization which Plan had been confirmed by the Bankruptcy Court and the shares were exempt from the registration requirements of the Federal Securities Acts, as set forth below.

Section 1125, Bankruptcy Code, 11 U.S.C. Sec. 1125, in pertinent part provides:

(e) A person that solicits acceptance or rejection of a plan, in good faith and in compliance with the applicable provisions of this title, or that participates, in good faith and in compliance with the applicable provisions of this title, in the offer, issuance, sale, or purchase of a security, offered or sold under the plan, of the debtor, of an affiliate participating in a joint plan with the debtor, or of a newly organized successor to the debtor under the plan, is not liable, on account of such solicitation or participation, for violation of any applicable law, rule, or regulation governing solicitation of acceptance or rejection of a plan or the offer, issuance, sale, or purchase of securities.

Section 1145, Bankruptcy Code, 11 U.S.C. § 1145, is entitled “Exemption from securities laws” and in pertinent part provides:

(a) Except with respect to an entity that is an underwriter as defined in subsection (b) of this section, section 5 of the Securities Act of 1933 and any State or local law requiring registration for offer or sale of a security or registration or licensing of an issuer of, underwriter of, or broker or dealer in, a security do not apply to–

(1) The offer or sale under a plan of a security of the debtor, of an affiliate participating in a joint plan with the debtor, or of a successor to the debtor under the plan—

(A) in exchange for a claim against or interest in, or a claim for an administrative expense in the case concerning, the debtor or such affiliate; or

(B) principally in such exchange and partly for cash or property;

(2) the offer of a security through any warrant, option, right to subscribe, or conversion privilege that was sold in the manner specified in paragraph (1) of this subsection, or the sale of a security upon the exercise of such a warrant, option, right, or privilege;

Exhibit “I” to the Chapter 11 Plan was a document entitled “1994 Stock Option Plan” which in pertinent part provided:

This Plan shall be known as the “1994 Stock Option Plan” (the “Plan”).

The purpose of this Plan is to provide a method to give incentive to those persons or entities who, in the sole and absolute discretion of the Board of Directors of Packaging Plus Services, Inc., a Delaware corporation (“the Company”), are responsible for the management, growth, and/or protection of the Company�������s business and who are making and can continue to make substantial contributions to the success of the Company’s business including, but not limited to, present and future officers, directors, employees, consultants, franchisees and professional advisors of the Company or any future Parent or Subsidiary.

It is anticipated that the Plan will encourage them to acquire capital stock ownership in the Company, thus giving them a, or increasing their, proprietary interest in the Company, providing them with greater incentive and encouraging their continuance in the service, and promoting the interests, of the Company and all of its stockholders…


The shares to be issued upon exercise of options which are granted pursuant to this Plan shall be made available, at the discretion of the Board of Directors, either from the authorized but unissued shares of Common Stock or from shares of Common Stock which are reacquired by the Company, including shares which are purchased in the open market.

 


If the number of outstanding shares of Common Stock of the Company shall be changed by reason of any recapitalization, stock split, or stock dividend, the aggregate number and kind of shares for which options may thereafter be granted under this Plan and the number of shares subject to options theretofore granted under and the price per share payable upon exercise of such options shall be adjusted as determined by the Plan Administrators, in their sole and absolute discretion, so as to reflect such change; provided, however, that no such adjustment shall be made by reason of the issuance of additional shares of the Company for services, property or money regardless of whether the Company received adequate consideration.

 


Paragraph VI.F of the confirmed Chapter 11 Plan provided:

 

The protection afforded by Bankruptcy Code section 1125 with regard to the solicitation of acceptances or rejections of the Plan and with regard to the offer, issuance, sale, or purchase of the Postpetition Senior Secured Notes and the New Common Stock and New Warrants issued and distributed to the holders of Claims and Administrative Claims or in connection with the Plan and the Confirmation Order, shall apply to the full extent provided by law. The entry of the Confirmation Order shall constitute the determination by the Bankruptcy Court that Reorganized PPS, PPS, and each of their respective officers, directors,
partners, employees, members or agents, and each Professional Person, attorney, accountant, or other professional employed by any of them, shall have acted in good faith and in compliance with the applicable provisions of the Bankruptcy Code pursuant to Bankruptcy Code section 1125 and the federal securities laws. In addition, the exemption from the requirements of section 5 of the Securities Act and any state or local law requiring registration for the offer or sale of a security provided for in Bankruptcy Code section 1145 shall apply to the New Common Stock, the New Warrants, and the Warrants Shares to be issued under the Plan in exchange for any Claim against or interest in PPS. Entry of the Confirmation Order shall also constitute an order of the Bankruptcy Court that the Debtor has, by virtue of its public filings, complied with the reporting requirements of the Securities Act of 1934 through the Effective Date. Upon Confirmation, however, as a publicly held corporation the Debtor remains subject to Securities and Exchange Commission reporting requirements and subsequent to Confirmation of the Plan and the Reorganized PPS intends to comply with all periodic reporting requirements including Section 12 (g) of the Securities Exchange Act of 1934.


The SEC’s essential misstatement in the civil action is its description of Universal’s common stock issuance to certain persons as ���illegal, unregistered… shares”. In support of its complaint, and its ex parte application for a preliminary injunction, the SEC represented that a search of its databases disclosed no registrations for the common stock shares in question… What the SEC did not inform the lower court is that the subject Universal stock shares were duly and legally issued and sufficiently registered pursuant to law. The law involved was not and is not the normal domain of the SEC, the Securities Act of 1933 and Securities Exchange Act of 1934, but the United States Bankruptcy Code, 11 U.S.C. 101 et seq., particularly §§ 1123, 1125 and 1145. The SEC had knowledge that the shares in question were properly issued pursuant to the 1994 Stock Option Plan of Packaging Plus Services, Inc., Universal�����������������������s former name, but ignored that fact.

 

The 1994 Stock Option Plan was part of the Reorganization Plan for the company, approved and confirmed by the United States Bankruptcy Court, Eastern District of New York, pursuant to Section 1125 of the Bankruptcy Code. The filing of the Stock Option Plan (also referred to in the Reorganization Plan as the Stock Incentive Plan) was and is a registration statement or its functional equivalent. It was filed with the SEC as part of the Reorganization Plan and as a separate exhibit on Form 8-K as a part of the Company’s transition Report 10-KSB for the period ending June 30, 1994. Subsequently, on an annual basis, it has been filed with the SEC as an exhibit to the company’s annual 10-KSB reports. Pursuant to law it is an S-8 registration covering advisors and consultants whose future need by Universal had been determined by the Bankruptcy Court for the long-term development of the company.

At all times Mr. Gunderson, as General Counsel for Universal, acted in good faith reliance on the following language in Sections 1123 of the Bankruptcy Code, 11 U.S.C. § 1123, among others:
(a) Notwithstanding any otherwise applicable nonbankruptcy law, a plan shall


(5) provide adequate means for the plan���s implementation such as

 


(j) issuance of securities of the debtor…for cash, for property, for existing securities, or in
exchange for claims or interests, or for any other appropriate purpose;… (emphasis added)

 

Once the Bankruptcy Court determined that Universal’s Reorganization Plan (the First Amended Plan of Reorganization and Disclosure Statement) including the 1994 Stock Option Plan contained “adequate information,” the Company’s General Counsel acted in good faith reliance on Section 1125 of the Bankruptcy Code, which states that once such a finding is made by the bankruptcy court, no other law or rule governed Universal���s conduct. 11 U.S.C. Section 1125(d) states: Whether a disclosure statement required under subsection (b) of this Section contains adequate information is not governed by any otherwise applicable nonbankruptcy law, rule or regulation, but an agency or official whose duty is to administer or enforce such a law, rule, or regulation, may be heard on the issue whether a disclosure statement contains adequate information. Such an agency or official may not appeal from, or otherwise seek review of, an order approving a disclosure statement.

See also Section 1145, 11 U.S.C. Sec. 1145.

The Bankruptcy Court’s determination was not and is not appealable by the SEC, 11 U.S.C. Sec. 1109. Moreover, the company and persons acting for or with it are immune from suit arising from the issuance of securities under the Reorganization Plan and the 1994 Stock Option Plan pursuant to the safe harbor provisions of Section 1125(e), which provides in pertinent part: A person… that participates, in good faith and in compliance with the applicable provisions of this title, in the offer, issuance, sale, or purchase of a security, offered or sold under the plan… Is not liable, on account of such…participation, for violation of any applicable law, rule or regulation governing…the offer, issuance, sale or purchase of securities. (emphasis added)

Controlling in this case, are the statutorily imbued immunities of the United States Bankruptcy Code, 11 U.S.C. Secs. 101 et seq., which immunities were specifically provided in great detail by the Bankruptcy Court in the Company�����s Reorganization Plan and Disclosure Statement. These powers, positions and immunities were directed by the Bankruptcy under the Bankruptcy Code.

The SEC continued contumacious denial of the Company’s and the President���s and Mr. Gunderson���s position and rights under the Bankruptcy Code and the rulings of the Bankruptcy Court would have been dealt with harshly by that Court if the SEC had, as they were permitted to do, appeared in those proceedings. The SEC had full knowledge of the proceedings and failed to appear. Once they so failed, they are estopped from proceeding against adversely against the President, Mr. Gunderson or other employees on matters specifically provided by the Reorganization Plan of the Company as approved by the Bankruptcy Court, including the issuance of shares to advisors and consultants under the Stock Option Agreement (also referred to in the Reorganization Plan as the Stock Incentive Plan, the functional equivalent of an S-8 registration, filed initially with the SEC and many times thereafter, in such amounts as are necessary to match the daily recapitalization of the Company caused by the billions of unregistered, counterfeit and phantom shares permitted by the SEC to be issued by the naked shorters in the name of the Company, but for which the Company received no consideration.

The Company, its President and Mr. Gunderson, as General Counsel, had at all times acted in good faith reliance on the orders of the Bankruptcy Court, the long-term provisions of the Reorganization Plan, confirmed by the Bankruptcy Court and the immunities provided to the Company, its officers and employees under the Bankruptcy Code.

Mr. Gunderson, as General Counsel of the Company for over 12 years, provided the Denver office of the SEC with copies of the reorganization documents in response to their second subpoena for share-issuance documents. They chose to ignore this and chose to charge the Company for unregistered shares, when in fact such shares were and have been properly issued and registered.

On April 21, 2006, Mr. Gunderson testified at his continued deposition conducted by attorneys for the SEC extensively concerning the Company’s Reorganization Plan and the included Stock Incentive Plan. To stunned silence and no cross examination by the SEC attorneys, Mr. Gunderson described those documents, placed in evidence each such document constituting the functional equivalent to the S-8 registration, placed into evidence copies of the immunity from suit provisions of the Bankruptcy Code and the daily recapitalization of the Company caused by the naked shorting of its shares over the years and the clear right of the Company to cover those counterfeit and unregistered shares by shares properly issued by the Company under its Reorganization Plan and the provisions of the Bankruptcy Code.

The Company, its President and its General Counsel, Mr. Gunderson, have acted properly and in good faith. The SEC has acted without good faith in its attack on the Company, its President and its General Counsel. It has acted to destroy the principal whistleblower on naked shorting to cover its conflicted behavior as a regulator charged with protecting investors, but favoring instead Wall Street interests destroying small American public companies, their employees and investors with their illegal activities for their own profit and greed.

The selling of shares that a person does not own and never delivering such shares to a buyer would be a felony in all States of the United States.

As set forth herein, the SEC has permitted billions of shares to be sold in this manner to investors for in excess of fifteen years and, accordingly, has condoned these criminal acts. Whether called “naked shorting”, selling “phantom” shares or “fails to deliver,” the sales of shares not issued by Companies, in the name of Companies, constitute the sales into the marketplace of counterfeit securities, major federal crimes, under Sections 513 and 514 of Title 18 (“Crimes”) of the United States Code. These crimes, involving the sale of billions, if not trillions, of counterfeit securities, the SEC, as the federal regulator for public securities, has condoned and covered-up for many years.