Investors and CEOs at War with Regulators Over “Counterfeit Shares” | The Gateway Pundit | by J.M. Phelps


Investors and CEOs at War with Regulators Over “Counterfeit Shares”

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The Gateway Pundit spoke to Julianne Jay, a fair market activist and $MMTLP shareholder, who said tens of thousands of investors have been defrauded, their assets frozen, while regulators like the U.S. Securities and Exchange Commission (SEC) and Financial Industry Regulatory Authority (FINRA) have remained mostly silent and continue to refuse transparency. According to Jay, her account “reflects just how deeply compromised our self-regulatory systems have become, threatening the futures of all Americans.”

She argued that “if the regulators cannot provide transparency for the victims harmed by their actions, their silence and deflections raise serious concerns about the integrity of our markets and the broader financial system.”

Recently, Robert F. Kennedy (RFK), Jr., called attention to what Congress labeled “The MMTLP Fiasco” by reposting “Thirteen good questions that @FINRA should be answering.”

 

This post highlights critical questions that remain unanswered about the trading and halt of $MMTLP, according to Jay.

 

“Kennedy’s repost brings renewed attention to this financial scandal, which many claim is bigger than Madoff and FTX combined,” Jay continued. To give context to the repost, she summed up RFK’s reference to the fiasco. “There is a criminal enterprise destroying the integrity of our capital markets and defrauding investors of their investments, savings, retirements, and financial independence,” she explained. What’s more, she said, “Sitting atop that enterprise is a group of regulators tasked with protecting investors and the integrity of the markets, [and] sadly, those regulators make-up the very enterprise that is destroying it.”

In June 2021, Torchlight Energy Resources, Inc., executed a reverse merger with Meta Materials Inc. As part of the deal, a special dividend—Series A Preferred Share ($MMAT1)—was distributed to investors. These dividend shares represented Torchlight’s oil and gas assets. According to the company’s SEC filings and public statements, these dividend shares were never intended to trade. Instead, the oil and gas would be sold or spun-out into another company at a later date. “To the shock of the company and their investors,” Jay said that “in October 2021, FINRA assigned $MMAT1 a new ticker ($MMTLP), and trading began on the Over-The-Counter Market (OTC).”

“Why would regulators allow a stock to trade without the company’s knowledge or permission?” Jay wondered. She explained, “Short selling is a strategy where you borrow a share at one price, sell it into the market, buy a share at a lower price to return to the lender, and pocket the difference.” According to her, “Short sellers did not close their positions in $TRCH. It appears, they broke the rules by trading $MMTLP to allow short sellers—who were on the hook for significant liabilities—the opportunity to escape a financial reckoning at the expense of everyday investors.”

Jay pointed out, “Things did not go as planned, [as] Short sellers thought we would panic and sell. They underestimated investor sentiment, and given the opportunity, we bought more—a lot more.”  What exactly were investors buying? The 165.5 million dividend shares had already been distributed, most investors refused to sell, and according to her, they bought more. “Many investors believe brokers were selling counterfeit shares,” she claimed. “There were signs,” she added. “$MMTLP appeared on the Threshold Securities List for forty plus consecutive days…twice.”

Jay noted, the Threshold Securities List is compiled by regulators and tracks failed transactions over a period of consecutive days. Failed transactions, also known as Failure-To-Delivers (FTDs), occur when buy or sell orders fail to complete. When it comes to short selling, FTDs can occur when the short seller fails to provide locates for the shares they borrowed, she explained.

And according to her, “The regulators knew. The large amount of FTDs, over an extended period, is a strong indicator of illegal short selling,” she argued. “This criminal behavior, and the unwillingness of the regulators to enforce the rules, have polluted our capital markets with counterfeit shares.”

“The value of a company’s stock trades on principles of supply and demand,” Jay shared. More supply and less demand, price goes down. Less supply and higher demand, the price goes up. “When you have endless supply,” she said, “those principles are destroyed, [and] short sellers can drive the price of securities anywhere they want for their profits.” But according to her, “That is not what investors signed-up for. There is nothing free or fair about that.”

Even as whistleblowers continued to contact regulators, Jay said, $MMTLP traded for over a year. In June 2022, the oil and gas assets of Torchlight were set to spin-off into Next Bridge Hydrocarbons (NBH), whose shares would not trade. After a thorough four-month review of the planned spin-out by the SEC, FINRA issued instructions to the investing public on December 6, 2022. FINRA’s corporate action explained who qualified for the shares of NBH, and announced when the last day to sell shares of $MMTLP would be if investors did not want to transition their investment into a non-trading company.

“FINRA told investors that we could sell our shares on December 9th and 12th., [and] so did our brokers,” Jay pointed out. “For many of us, that was the plan. I didn’t want to be a long-term investor in an oil and gas exploration company, but I saw the opportunity to take advantage of the price escalation as shorts closed their positions, so after FINRA released the corporate action, I bought,” she said.

“Unfortunately, for investors, that was not how this saga unfolded,” Jay asserted. On December 9, 2022, FINRA issued a halt of $MMTLP which terminated trading two-days before the corporate action had stated. According to FINRA’s press release hours later, “an extraordinary event has occurred or is ongoing that has caused or has the potential to cause significant uncertainty in the settlement and clearance process…”

“In addition to issuing halts,” Jay said, “FINRA’s UPC (Uniform Practice Code) Committee has the responsibility to review corporate actions. “If the committee has concerns about investor confusion or uncertainty, or if they suspect fraud, they have an obligation under their own Rule 6490, to determine a corporate action ‘deficient’ and return it to the issuer for resolution,” according to Jay and FINRA’s website. But that did not happen, nor did FINRA resolve their concerns.

Jay pointed out that emails obtained through a Freedom of Information Act (FOIA) request “show that both FINRA and the SEC had concerns of potential fraud early on, yet they failed to act to protect investors.” She noted, “FINRA had three different investigative groups and their SEC counterparts communicating about $MMTLP, [adding that] their concerns were enough that they blue-sheeted on December 5, just one day before issuing the first corporate action telling us we could trade.”

According to FINRA’s website, Electronic Blue Sheet (EBS) provide regulatory agencies with the ability to analyze a firm’s trading activity to detect fraud. What did the EBS reveal? Jay said, “We have yet to find out as the regulators refuse to provide the information to the companies, investors and even Congress.”

“They knew something was wrong,” she declared. “They pulled the blue-sheets, saw the numbers of outstanding short positions, but instead of allowing the ‘free’ market to resolve it, no matter how infinite the risk to short sellers, they moved forward with the spin-out and trapped investors in a non-trading company,” she revealed. She concluded, “Either FINRA is incompetent in allowing the fraud to continue, or they conspired to protect short sellers. Either way, they are an unworthy regulator, especially one with immunity.”

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In the meantime, $MMTLP has been deleted, and according to Jay, “investors have been forced into a non-trading company. Our shares have been replaced with IOUs, and our funds frozen with values set to $0.”

“Many investors’ requests to secure their shares and rights to the oil and gas assets by transferring them to NBH’s transfer agent continue to be denied,” Jay said, lamenting, “They are interfering in our property rights.”

In response to growing outrage, 74 congressional lawmakers sent SEC Chairman Gary Gensler and FINRA CEO Robert W. Cook an open letter asking for a certified count of all $MMTLP shares. On February 6, 2024, Representative Ralph Norman posted on X, “Just received this empty response from the SEC regarding #MMTLP. 6 days late and worthless. COMPLETELY UNACCEPTABLE!!!” Despite this pressure, Jay said, Congress and investors have yet to receive a clear response, prompting further questions about the integrity and weaponization of these regulators against investors.

It has been over 650 days since FINRA halted and deleted $MMTLP and there still seems to be a settlement issue, Jay argued. Despite the attacks and threats that investor advocates like Jay have endured, the fight continues. “What are they hiding?” she asked. “Either investors were defrauded with counterfeit shares, or they were not. It really is that simple. What is the share count? Let’s start there.”

In a final declaration, Jay said, “We are not going away.”

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J.M. Phelps

You can email J.M. Phelps here, and read more of J.M. Phelps’s articles here.

 

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