United States Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549-5990

Via Federal Express

Re: Bravo Multinational Corporation f/k/a Gold/and Holdings

Dear Sir or Madam:

The undersigned attorney represents Paul T. Redmayne, a citizen of Canada and a resident of Ontario. Mr. Redmayne has engaged Lipson Neilson to represent his interests as an aggrieved shareholder of the captioned Issuer (the Issuer). The Issuer reports under the Exchange Act, and uses central index key number 0001444839 on the EDGAR database.

BACKGROUND

1. Before hiring me, Mr. Redmayne sent three complaints to the Commission, and, later, one complaint to FINRA. Those grievances, which touch on many of the issues discussed below, have so far generated a reply only from FINRA. In that reply, the Administration advised Mr. Redmayne that it had forwarded the matter to the Commission for its review. You will, we understand, find that FINRA assigned number 20160504036 to the relevantfile.

2. Most of my client's complaints stem from underdisclosed or substantively wrongful self-dealing by (i) one Paul Parliament, the Issuer's putative president (the President), and/or (ii) the Issuer's putative (and effectively self-appointed) board of directors (the Board). Such self-dealing has, for example, undermined (a) the veracity of the Issuer's stock ledger, (b) the value of the shares of the Issuer's capital stock (Shares), (c) the ability of certain investors to vote their Shares, and (d) the right of my client to sell his otherwise-tradeable Shares.

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LipsonINeilson

C 0 l E, 5 E L T ZE R, GAR I N, P. C.

A;tcmeyJ end CaunlrlorJ a; !Oil'

Securities and Exchange Commission
August12,2016
Page 2

PARTIES

3. As mentioned, we represent Paul T. Redmayne in this specific matter. This letter will also refer to two of Mr. Redmayne's friends, John G. Prosser II, a citizen of the United States and resident of Michigan, and Allan W. Breitkreuz, a citizen of Canada and resident of Ontario.
4. In addition, this letter will discuss a number of persons averse to my client, principally
the President and Board member, Paul Parliament, who maintains an address atiiBIIBIII

antagonists include (a) two putative members of the Board, specifically one Martin WolfeOathnedr one Douglas Brooks, and {b) the Issuer's corporate secretary, one Rich Kaiser. Mr. Wolfe maintains an address at
•. Mr. Brooks has an
••••· Mr. Kaiser occu

5. Furthermore, many of the issues involve one Julies Kosta the Czech Republic, who maintains addresses
----·and at _
Kosta has off-shore commercial interests, and has done outside business with the President himself. (Speaking of outside relationships, we note that Martin Wolfe's accounting firm has for years counted Mr. Kosta as one of its clients.) At least four of Mr. Kosta's affiliates and associates have had dealings with the Issuer, dealings that we believe merit review. Sometimes, this letter collectively refers to Mr. Kosta and his affiliates and associates as Kosta. We believe that the following persons qualify as relevant affiliates or associates.
• Game Touch LLC, a Florida limited liability company (GTL), which (a) we understand Julies Kosta controls, in whole or in part, and (b) uses Mr. Kosta's condominium in Hallandale, Florida as its registered office

• Claudia Cifuentes Robles, a Colombian atto interests in GTL, practices law at
••••· and serves as the manager of the Lucky Seven Casino on Isla San Andres
• Jack Frydman, a Canadian citizen (Frydman), who had, in an earlier day, practiced as a stock broker in Toronto (and had then counted Mr. Kosta as a client), and who, we
understand, maintains Olnnielald d re s s a t==============::••
and another address at
• Patagonia Global Trading, LLC, a Florida limited liability company (PGT), which (a) we understand represents Julies Kosta in connection with some of his American interests, and (b) has offices at

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LipsonI Neilson

C 0 L E, S E LT ZE R, G A R IN, P. C.

,1rtotneys and Co nsrlors

Securities and Exchange Commission
August12,2016
Page 3

POSTURE

6. I have accepted this representation, not only at the behest of Mr. Redmayne, but also with the blessings of Messrs. Prosser and Breitkreuz. My Michigan-based firm and the Delaware law firm of Richard Layton and Finger (RL&F) have worked with John Prosser and Allan Breitkreuz with regard to certain claims that those two individuals pursued against the President and Messrs. Wolfe and Brooks in the Delaware Court of Chancery (the Chancery). Those claims relied on state corporate law (as opposed to securities law) for their foundation.
7. I mention the Delaware litigation, because the underlying facts of that case help inform the protests, grievances and other issues that we raise today. (Messrs. Prosser and Breitkreuz have, like Paul Redmayne, endorsed the accuracy of the factual statements recounted in this letter. Furthermore, each of the three of them has promised to sign an af­ fidavit, if that type of corroboration would facilitate the Commission's requested investigation.)

HISTORY

8. A copy of the Chancery's substantive pleadings accompanies this letter. Those filings lay out the history, circumstances and motives that, we believe, shine an accurate light on the President and Board. Messrs. Prosser and Breitkreuz brought that state-law suit, having learned that a narrowly crafted rebuke of the defendants' improper actions might provide them with the most-efficient way to displace the President, Mr. Wolfe, Mr. Brooks and Mr. Kaiser.
9. As the appended pleadings suggest, our lawsuit held promise, at least until two procedural challenges arose. Those procedural challenges did not impugn my clients' substantive position, nor did they purport to exonerate any of the defendants. Rather, the defendants sought to short-circuit the trial, by raising the doctrine of laches and by claiming that the next annual meeting of the shareholders might render some of the issues moot. The judge had not yet ruled on those procedural defenses when, last month, the parties agreed to dismiss the suit without prejudice. Messrs. Prosser and Breitkreuz approved that tack, in light of (a) mounting legal fees (which, in only a few months, approached $200,000), and (b) their informed view that a different type of lawsuit in Delaware would serve them better.
10. Notwithstanding the defendants' assurances regarding a future meeting of the shareholders, the Issuer announced that anticipated meeting only last Monday, nearly two months after having assured the Chancery of the intention to assemble the shareholders. This week's filing of a corresponding Schedule 14A informs us that the annual meeting will convene on September 29. So, nearly two years will have passed between annual meetings.
11. Before its dismissal, though, the litigation in the Chancery had evolved into a platform for the airing of many (though certainly not all) of the substantive objections that aggrieved

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LipsonI Neilson

C 0 l E, 5 El T Z E R, G A R I N, P. C.

Artorneys and Counse/o1s ar law

Securities and Exchange Commission
August12,2016
Page 4
persons harbor against the President and Messrs. Wolfe, Brooks and Kaiser. The pleadings, which review key circumstances, therefore address many unresolved regulatory issues.
12. Meanwhile, Paul Redmayne's friends, John Prosser and Allan Breitkreuz, have preserved their right to re-raise their claims against the defendants in another state-court action. That lawsuit would focus on the substantive wrongs perpetrated by the President and his colleagues. In this regard, the Delaware vice chancellor presiding in the Chancery mentioned, during one of the hearings, that the plaintiffs might bring a fiduciary action as a more appropriate way to assert many of the claims under review and debate.
13. With regard to the Commission's own jurisdiction, we would respectfully and modestly suggest that none of the defendants' procedural defenses (whether real or imagined) in the Chancery could have resolved any of the wrongs perpetrated by the President against the Issuer's stockholders in general or, for that matter, against Paul Redmayne in particular.

CLAIMS

Vote Manipulation.

14. Allan Breitkreuz, John Prosser, Denise Quilliam, Pierre Quilliam and Thomas Ridenour
(the Five Objectors) held five of the seven seats on the Board when, on Friday, September
25, 2015, the President purported to convene a special meeting of the Issuer's shareholders
(the Shareholder Meeting). At the time, the Board also included Mr. Wolfe and the President.
15. For months or years prior to the Shareholder Meeting, each of the Five Objectors held many thousands of Shares. Therefore, all five were entitled to at least ten-days notice of the Shareholder's Meeting. However, each of the Five Objectors reports that he or she received notice of the Shareholder's Meeting (or otherwise learned that anyone had even intended to hold such a meeting) no earlier than Tuesday, September 22, 2015.
16. Specifically, a friend of one of the Five Objectors (and a relative of another one of the Five Objectors) first learned, through the internet grapevine, of the Shareholder Meeting, only three days before the meeting's commencement. More important, none of the Five Objectors had caught wind of the impending meeting before that informal three-day alert. Critically, all of the Five Objectors received formal notice on or after September 30, 2015, five or more days after the meeting ended. We therefore reach the obvious conclusion that all of the Five Objectors (or their Share-owning affiliates) did not receive timely notice (or any notice at all).
17. Paragraph 16 leads to other determinations. We can logically deduce that the Five Objectors could not have received legally required notice, because the track record of the USPS belies any theory that the missing or delayed notices a// got lost in the mail.

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LipsonI Neilson

C 0 L E, 5 E L T ZE R, GAR IN, P. C.

Auorneys and Counselors or loll'

Securities and Exchange Commission
August 12, 2016
Page 5
18. To try to get to the bottom of the matter, we sought assurances from the Issuer's transmittal agent, Broadridge Financial Solutions. That avenue of exploration only fueled our suspicions, given the carefully crafted and legally irrelevant affidavit that allegedly validated the notice procedure: The affidavit does not mention the date that the agent completed the mailings (only the date that the mailings began). That curiously guarded representation jibes with my client's own conclusions regarding the selective transmission of shareholder notice. Also, the affiant signed the instrument on September 24, only one day before the meeting. We have included a copy of the questioned affidavit in this presentation to the Commission.
19. Accordingly, we surmise that the Issuer mailed several (selectively sorted) notices well after the deadline of September 11, 2015. Otherwise, we'd have to (generously) conclude that the Issuer used a procedure on which it could not reasonably rely to deliver timely notice.
20. The notice of the Shareholder Meeting also included an exhibit that the Issuer offered as an accurate tally of the record-date Share holdings. That ledger ascribed millions and millions of common-share-equivalent votes to Kosta.
21. Kosta would have received most of the listed Shares pursuant to certain proposed transactions that the President had promoted, but that the Issuer came to reject. Those transactions largely entailed the Issuer's purchase of casino equipment from a Colombian vendor. Consistent with the Board's directive - and as confirmed by a demand mailed, on June 18, 2015, by the Issuer's general counsel to Julios Kosta, Claudia Cifuentes Robles and GTL - the Issuer then renounced the parties' arrangement and also disavowed Kosta's entitlement to the Shares. We have included a copy of the general counsel's letter in this set.
22. A press release circulated in June of 2015 confirmed the Issuer's having had a change of heart about the casino deal. That public announcement quoted the President as follows:
Upon review of the structure of this contract, we found it not be in the best interest of the Company with our new model to further attempt to keep this contract whole. fm
[W]e had a small window of opportunity to close the door on this deal allowing the company to regain a large amount of stock and also result in the cancellation of expensive consulting contracts. Although there were many reasons surrounding the termination of this agreement; it simply made good business sense. [ID Overall the termination of this agreement effectuates the receipt of a large batch of stock being returned to the Company for cancellation. All parties involved have acknowledged the termination and are satisfied that this is in the best interest of all parties. US SEC filings are to be forthcoming regarding this termination.
23. Nonetheless, the Five Objectors had since learned (to their particular surprise as members of the Board) that the Issuer's current stock ledger still credits Kosta with title to the

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LipsonI Neilson

C 0 l E, 5 E l T ZE R, G A R I N, P. C.

Artomeys ond Counselors ot low

Securities and Exchange Commission
August12,2016
Page 6
once-disavowed Shares. Moreover, the Five Objectors have come to understand that Kosta purported to vote those Shares at the Shareholder Meeting in support of the President's agenda. Confusing entries on a recent stock ledger curiously increased the votes ascribed to Kosta, an individual and group generally regarded as quite friendly to the President. According to certain sources, Mr. Kosta now holds roughly 40,000,000 Shares.
24. We look askance at the Issuer's unexplained rehabilitation of Julios Kosta. From appearances, Mr. Kosta went from a dissembling breacher (with a non-controlling interest in the Issuer) to a fully embraced contractor enjoying direct or indirect title to a near-plurality of the Shares. Heck, the Issuer convened the Shareholder Meeting in Mr. Kosta's condominium.
25. The Five Objectors have other objections to the stock ledger on which the President relied for the Shareholder Meeting. They believe that, if the Issuer had sent proper notice, a majority in voting-interest of the shareholders would have rejected the President's agenda.
26. As discussed below, the purported passage of that agenda feathered the nests of the President and his associates. The appended stock ledger, sent by Mr. Reynolds to Mr. Breitkreuz on June 15, 2015, and dated June 10, 2015, indicates that neither Mr. Wolfe nor Mr. Brooks then had any Shares, and that the President previously had 1,348,941 Shares. However, later information from the Issuer purports that, in less than one year, the Share holdings of Mr. Wolfe and Mr. Brooks each went from zero to substantial. Since the Shareholder Meeting, the President's holdings have burgeoned beyond 35,000,000 Shares.
27. The concerns over the aforementioned procedural violations were aggravated by the palpable secrecy that surrounded the President's doings. Over the four weeks preceding the Shareholder Meeting, the President failed to answer any phone calls, text messages or e­ mails from (and the President did not otherwise reach out to) any of his fellow directors (with the possible exception of Mr. Wolfe), to discuss the Issuer's business or any other matter. Before that time, the President would ordinarily call Allan Breitkreuz at least twice a week.
28. The President's opacity frustrated a majority of the Board, driving those directors to seek other means to understand the President's unavailability. For instance, last August, Mr. Prosser, the Issuer's incumbent chairman, asked secretary Kaiser if Mr. Kaiser had recent information about the Issuer. The secretary shared nothing, saying only that Mr. Prosser would have to approach the President for an update. To offer another example of stonewalling, last September, John Prosser, as chairman of the Board, phoned the Issuer's general counsel, Texas attorney Norman Reynolds. In search of unspun insight into any recent dealings on behalf of the Issuer, Mr. Prosser asked Mr. Reynolds for a copy of the law firm's latest invoice to the Issuer. When Messrs. Prosser and Breitkreuz received that statement of legal fees on September 14, 2015, they saw only a July invoice, and an e-mail sentence claiming that the August bill totaled $8,785. Seeking a detailed report of seNices

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Lipson I Neilson

C 0 l E, 5 E l T Z E R, G A R I N, P. C.

,\rrorneys and Counselors or low

Securities and Exchange Commission
August12,2016
Page 7
performed in August, Mr. Breitkreuz called Mr. Reynolds the next day. During that follow-up dialogue, Mr. Reynolds said that his firm's staff had mis-entered certain billing data, and that Mr. Breitkreuz would soon receive a full and accurate version of the August invoice. That item, which we presume would have exposed the President's plans, has yet to arrive.
29. The notice of the Shareholder Meeting, as executed by the President, put forth three proposals. Those proposals included a recommendation that the shareholders shrink the Board from seven directors to only three. In support of that proposal, the Issuer announced to the shareholders that the Issuer "cannot attract seven directors, without directors' insurance." In fact, none of the Five Objectors had ever threatened to resign, or had ever launched an ultimatum predicated on liability insurance. In addition, the notice presented a slate of nominees that included only (i) the President himself, (ii) the only other incumbent director that had not (to the knowledge of the Five Objectors) raised unanswered questions with the President, and (iii) a former outside business partner (and childhood friend) of the President's. Of course, the Board had not seen, let alone approved, the slate proposed to the shareholder. A copy of the challenged shareholder notice accompanies this letter.
30. To stem further wrongful activities, and to preserve the Issuer's compliance with procedural mandates, the Issuer's incumbent chairman, Mr. Prosser, called a meeting of the Board. Each member of the Board received timely and specific notice. That meeting convened on Thursday, September 24, 2015. All of the Five Objectors, but neither of the other two members of the Board, elected to attend. At that meeting, the directors (i) cancelled the future Shareholder Meeting, (ii) terminated the President's status as an officer, and (iii) appointed Mr. Breitkreuz to succeed Mr. Parliament as CEO on an interim basis. All seven members of the Board received a copy of that meeting's minutes later, on Thursday, September 24, 2015. Copies of the relevant notice and minutes accompany this letter.
31. As the Issuer's recently filed Form 10-Q makes clear, the Issuer has no liquidity, but nonetheless seeks to expand its business through acquisitions. To reconcile that conundrum, the public reports also inform us that the Issuer intends to acquire target companies, and to compensate contractors and officers, using newly issued Shares as currency.
32. Consistent with the plan summarized in Paragraph 31, the Issuer bound itself to issue Shares to Mr. Redmayne's affiliated consulting firms, a debt (a) documented by contracts, each signed by the Issuer and a particular affiliate of Mr. Redmayne's, (b) acknowledged by the Issuer's tender of a partial payment, in cash, in the spring of 2015, and (c) reaffirmed by an apologetic e-mail in which the President promised the balance of the consideration in due course. And yet, the Issuer still breached its commitment. The failure to issue the contractually promised Shares (and the failure to replace the Shares volunteered by Mr. Breitkreuz to cover the Issuer's debt to Mr. Redmayne, per Paragraph 46), have putatively enhanced the voting power wielded by the President, his friends and his business associates.

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Lipson!Neilson

C 0 l E, 5 E l T 2 E R, G A R I N, P. C.

Auorneys ond (o nselors

Securities and Exchange Commission
August 12, 2016
Page 8
33. The breach of the consulting contracts entails more than a private claim for damages. Rather, the Issuer's reneging on those contracts also invokes the Commission's jurisdiction, as that breach exacerbates the problems noted in Paragraphs 54 and 55. Without the eleventh-hour shift in the Issuer's position on the issuance and/or transfer of Shares to the Redmayne affiliates, and without the Issuer's last-minute reversal of its previously vetted actions, the President and his friends would have lacked the ability to even raise a quorum at the Shareholder Meeting, let alone push through an agenda at the improperly noticed event.
Statutory Violations.
34. A review of the appended pleading styled Complaint reinforces our challenge to the validity of the Shareholder Meeting. Even if we were to ignore the issues surrounding the stock ledger, and even if we also turn a blind eye to the notice procedure, and even if we further overlook the President's side-stepping of the Board in crafting and endorsing the slate, the Shareholder Meeting still could not have lawfully achieved the President's goals. RL&F describes the failings in the complaint. Among the other missteps taken at the President's behest, Delaware law prohibits (i) the election of directors at a special meeting, and (ii) the amendment of the company's certificate of incorporation (to, in the present case, change the Issuer's corporate name) without having first received approval from the board of directors.

Usurping of Authority.

35. The President purported to chair the Shareholder's Meeting, in reliance on the authority granted to the office of the president, after the Board had relieved him of that office.
36. By the device of the Shareholder Meeting, the President sought (and purports to have successfully engineered) a management reorganization that dismissed most of the Board, pursuant to a vote that (a) relied on a somewhat-imaginary stock ledger, (b) followed from a selectively circulated notice, and (c) proceeded on the invented pretense of inadequate D&O insurance.
37. I know that the Commission will express no surprise when it now hears that a follow-up meeting of Messrs. Parliament, Wolfe and Brooks - claiming to act as the duly reconstituted Board -purported to dismiss Messrs. Prosser and Breitkreuz as officers of the Issuer.
38. Accordingly, the Five Objectors have consistently reaffirmed (i) their continuing seats on the Board, as still comprised of seven directors, and (ii) the termination of Mr. Parliament's authority to represent the Issuer in any capacity outside of his membership on the Board.

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LipsonI Neilson

C 0 L E, S E L T Z E R, G A R I N, P. C.

,11/otneys and Counselors or !ow

Securities and Exchange Commission
August12,2016
Page 9

Unlawful Entrenchment.

39. Having gone to such trouble to marshal authority, the President would want to defend his status. He remained mindful that Messrs. Prosser and Breitkreuz would not ignore his transgressions. In that connection, I engaged in an internet dialog with Norman Reynolds, the Issuer's counsel. At one point, Mr. Reynolds argued that "unless [Messrs. Prosser and Breitkreuz] desist in their efforts to attack the Special Meeting of Stockholders held on

September 25, 2015, they will incur considerable legal costs, which I have reason to doubt they can afford". [Italics added.) That admonition from opposing counsel ties to certain,

unlawful leverage exerted in the Issuer's name, as explained in Paragraphs 40 through 47.
40. Last October, a former colleague of mine recommended that Messrs. Breitkreuz and Prosser hire RL&F to litigate their claims. As stated in the engagement letter that RL&F sent later that month, the lawsuit would not begin before the tender of a $50,000 retainer. Mr. Breitkreuz's circumstances did not allow for a $50,000 outlay at the time. And, by an unfortunate turn of luck on many levels, Mr. Prosser would lack liquidity for an interim period: Mr. Prosser had to obey a status-quo order entered by the court presiding over his divorce. So, while awaiting the expiration of the status quo order at the dissolution of the Prosser marriage, Messrs. Prosser and Breitkreuz sought an interim advance from my current client, Paul Redmayne. As a friend of Messrs. Prosser and Breitkreuz, and as a concerned fellow investor in the Issuer, Mr. Redmayne agreed to lend the $50,000. Given his own lack of liquidity, though, Mr. Redmayne had to fund the promised loan by selling some of his Shares. (By way of background, Mr. Breitkreuz volunteered months earlier to assign some of his own Shares to Mr. Redmayne, for the account and benefit of the Issuer. Mr. Breitkreuz made that accommodation, at the Board's urging, to pay a debt owing by the Issuer to Mr. Redmayne.)
41. My debate with opposing counsel did not move the Issuer to cancel the stop-transfer instruction. So, the Issuer continued to confound the then-pending attempt by Messrs. Breitkreuz and Prosser to hire counsel, as Mr. Redmayne's effort to sell a portion of his Shares continued to meet with resistance. That resistance eventually led to my sending a formal correspondence to the Issuer's general counsel, Mr. Reynolds. A copy of that correspondence, dated December 11, 2015, accompanies this letter. Before turning to the appended correspondence itself, please consider the following quoted excerpt:
I write this letter on behalf of Paul Redmayne [who] has asked me to assist him in selling his shares of Issuer stock. [My engagement has put me in touch with the transfer agent's principal, Jason Bogutski. Through those discussions, I've come to assume that Paul Parliament has taken a special interest in this pedestrian matter. And so, the Issuer directed Mr. Bogutski to present several conditions to the clearing of the stock. Rather than debate any of those conditions, though, my clients and 1 thought it easier to simply accommodate you and Mr. Parliament. After all, Mr.

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Lipson!Neilson

C 0 L E, 5 E l T Z E R, G A R I N, P. C.

Arromcys and Counselors or law

Securities and Exchange Commission
August 12, 2016
Page 10
Redmayne had a written assurance from the agent that "[u]pon receipt of [the last] two requirements being met, [the Issuer] is comfortable with the transfer of the shares."
Nearly two weeks have passed since the transfer agent received ... the required items.... That delay suggests a hidden agenda .... We would not sit idly by were any representative of the Issuer to leverage his authority in order to promote a personal position. Our concerns take on still-greater urgency, in light of the transfer agent's recent revelation that the Issuer has booked the subject shares as belonging to Mr. Breitkreuz, and not Mr. Redmayne. What might have driven such a development?
Certainly, that misdesignation of title to the shares does not stem from a lack of information about last spring's transfer of the stock by Mr. Breitkreuz to Mr. Redmayne. Just as certainly, that troublesome ledger-entry does not reflect any contemporaneous objection by the Issuer .... In fact, I rely on Mr. Parliament himself to corroborate the certainties I shared in the two preceding sentences: In his letter of March 25, 2015, [Mr. Parliament] certified that "all of the stock that has been issued to Mr. Breitkreuz and ultimately utilized to pay for the services provided by Mr. Redmayne ... have been issued accurately and are unencumbered." [emphasis added in original correspondence] Mr. Parliament then declares his understanding that "all of the shares issued and being transferred to Mr. Redmayne for services have aged and are now completely unrestricted." [emphasis added in original correspondence] That same letter, as tendered by Mr. Parliament on the Issuer's behalf, ends with a categorical statement that "[a]ll shares have been issued through compliance and we are aware as a company that these shares are being cleared and are no longer in our control." [emphasis added in original correspondence] Please advise Mr. Bogutski to facilitate the intended sale of Mr. Redmayne's 1,370,305 shares into the market. In that connection, I look forward to the Issuer's undelayed retraction of the assignment­ rejection notice that Mr. Parliament sent yesterday to the transfer agent.
42. The Issuer neither accepted our request, nor tried to reconcile the President's past assurances with his new-found antagonism. Accordingly, nobody received an explanation trying to justify the stonewalling laid out-chapter and verse -in the letter quoted above.
43. Notwithstanding the Issuer's unresponsiveness, my client and I did receive an update of sorts: Soon after I sent the letter of December 11, the Issuer terminated its transfer agent. Another company, Transfer Online Inc., replaced the agency with which I had had contact.
44. The remarkably timed substitution of transfer agents had at least two effects. First, the Issuer abruptly interrupted the on-going communication regarding the sale of Shares. Second, the Issuer cut off Mr. Redmayne's effort to secure the return of the stock certificates that he tendered to the original transfer agent in connection with the planned sale of Shares.

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LipsonI Neilson

C 0 l E, SElTZER, G A R I N, P. C.

Artorneys and Co nulors

Securities and Exchange Commission
August 12, 2016
Page 11
45. As things stand, my client cannot sell any of his Shares, even as he is denied custody of the stock certificates evidencing the Shares that the Issuer itself requires him to retain.
46. Speaking of the cqnfiscated stock certificates, we would note that that instrument duly identifies Mr. Redmayne as the holder of the evidenced Shares, according to an inscription placed by the Issuer's transfer agent with the blessing of the President. That statement of title contradicts the Issuer's newly devised allegation that Mr. Breitkreuz owns the relevant Shares. (The Issuer was only too happy to let Mr. Breitkreuz use his Shares to pay a debt owing by it to Mr. Redmayne. As the quoted letter of December 11, 2016, makes clear, the President himself had, last March, affirmed the due transfer of the Shares to Mr. Redmayne.)
47. The financial squeeze stemming from the blocked Shares has brought us full circle. We submit that Mr. Parliament had thereby leveraged his power over the stock ledger to not only cram down the shareholders (by effectively excluding objectors from the proceedings), but to also prevent aggrieved shareholders from seeking redress. Mr. Parliament took this self-interested road (of contradicting himself and the transfer agent) to freeze the sale of Shares whose proceeds would have funded the litigation that he has necessarily invited.
48. Last spring, the judge hearing Mr. Prosser's divorce dissolved the status quo order. At that time, Mr. Prosser wrote the $50,000 check needed to initiate suit in the Chancery.
49. The Chancery took particular note of the aforementioned points when the judge questioned the President's lawyers on the propriety of their laches motion. (Although we believe that the attached pleadings relevant to that motion strongly favor the plaintiffs, the parties to the Chancery action agreed to dismiss the case, as discussed in Paragraph 9, before the court could rule on whether the doctrine of laches would derail the litigation.)
50. As we noted in Paragraph 34, the Shareholder Meeting also purported to change the Issuer's name. That ordinarily innocuous action nonetheless raises eyebrows in today's context. Relying on the authority implicit in the "approval" of a new name, management called upon the shareholders to tender their stock certificates back to the Issuer for re­ issuance. In that investor-wide directive, however, management reserved the right to review the proprietary of the corresponding Share holdings. We've already mentioned that Mr. Redmayne had, in 2015, tendered one of his stock certificates for reissuance in a transferee's name. Despite protests, Mr. Redmayne has yet to receive that certificate back, whether in the transferee's name or in his own name. (Fortunately, an interim stand-still order issued by the Chancery had expressly enjoined the Issuer from demanding that the shareholders retender their stock certificates for review and recertification by management.)

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LipsonI Neilson

C 0 l E, S E l TZ E R, G A R I N, P. C.

Allorneys ond (oumtlors at law

Securities and Exchange Commission
August12,2016
Page 12
Self-Dealing.
51. From and after the Shareholder Meeting, the Issuer has awarded the specific number of Shares to the specific officers (or putative officers) on the specific days referenced in the following table. Share-entries designated by an asterisk refer to Shares of the Issuer's preferred stock, while all undesignated entries refer to the Issuer's common stock.

DATE RECIPIENT AWARD

05/05/16

Rich Kaiser

5,003,659

05/05/16

The President

4,084,402

05/05/16

The President

4,010,134

05/05/16

The President

969,976

05/05/16

The President

2,028,416

05/05/16

The President

2,354,353

05/05/16

The President

4,002,608

05/05/16

The President

2,352,565

05/05/16

The President

895,000

05/05/16

The President

1,000,000*

05/05/16

Martin Wolfe

2,296,213

05/05/16

Martin Wolfe

1,976,186

05/05/16

Martin Wolfe

1,000,000*

05/05/16

Martin Wolfe

250,000*

05/05/16

Martin Wolfe

976,326

05/06/16

Douglas Brooks

8,373,667

06/03/16

Martin Wolfe

500,000*

06/03/16

Martin Wolfe

409,116

06/03/16

The President

500,000*

06/03/16

The President

786,762

06/03/16

Rich Kaiser

500,000*

06/03/16

Rich Kaiser

409,116

06/03/16

Douglas Brooks

500,000*

06/20/16

The President

741,395

06/20/16

Douglas Brooks

377,755

07/05/16

The President

6,134,133

07/05/16

The President

786,762

07/05/16

Douglas Brooks

629,409

07/07/16

The President

5,789,991

07/07/16

Douglas Brooks

7,051,851

07/13/16

Douglas Brooks

629,409

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Lipson I Neilson

C 0 l E, 5 E l T Z E R, GARIN, P. C.

Allorneys and Counu/ou or low

Securities and Exchange Commission

August 12,2016

Page 13

52. According to relevant EDGAR filings, some of the issuances listed above resulted from the officer's payment of dollars to the Issuer, but many such issuances did not.

53. Earlier, we listed other persons that we count as significant affiliates or relevant associates of Julios Kosta. The issuance of new Shares to Kosta (and the reinstatement the prior, reconsidered issuances to Kosta) arose after the President purported to remove the Five Objectors from the Board. The following outline summarizes the applicable issuances. Paragraphs 23 and 24 explain the abandonment of a plan to unwind many of these grants.

(a) On or about February 28, 2014:

(i) The Issuer issued, to Frydman, (A) Shares, in the split-adjusted amount of

6,808,046, and (B) more Shares, in the split-adjusted amount of 612,745.

(ii) The Issuer issued, to GTL, Shares in the split-adjusted amount of 14,588,647, which the Issuer (A) later cancelled, and (B) reissued to Julios Kosta personally.

(iii) The Issuer issued, to Julios Kosta, (A) Shares in the split-adjusted amount of

6,808,046, and (B) more Shares in the split-adjusted amount of 612,745.

(iv) The Issuer issued, to Robles, (A) Shares in the split-adjusted amount of

2,861,888, (B) more Shares, in the split-adjusted amount of 1,361,888, and (C) still more Shares, in the split-adjusted amount of 294,118.

(b) On or about March 10, 2014, the Issuer issued, to PGT, Shares in the split- adjusted amount of 100,000.

(c) On or about March 31, 2014:

(i) The Issuer issued, to Frydman, Shares in the split-adjusted amount of 612,745. (ii) The Issuer issued, to Mr. Kosta, Shares in the split-adjusted amount of 612,745. (iii) The Issuer issued, to Robles, Shares in the split-adjusted amount of 294,118.

(d) On or about April 2, 2014, the Issuer issued, to Ju/ios Kosta, Shares in the split- adjusted amount of 1,950,124.

(e) On or about April 21, 2014, the Issuer issued, to Ju/ios Kosta, Shares in the split-adjusted amount of 14,588,647.

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Lipson!Neilson

C 0 l E, 5 El T Z E R, G A R I N, P. C.

Auorncy> ond Counselors at low

Securities and Exchange Commission

August 12, 2016

Page 14

(f) On or about April 23, 2014:

(i) The Issuer issued, to GTL, Shares in the split-adjusted amount of 1,014,796. (ii) The Issuer issued, to Robles, Shares in the split-adjusted amount of 198,204.

(g) On or about May 1, 2014, the Issuer issued, to Frydman, Shares in the split- adjusted amount of 500,000.

(h) On or about July 1, 2014:

(i) The Issuer issued, to Frydman, Shares in the split-adjusted amount of 1,059,322. (ii) The Issuer issued, to Kosta Shares in the split-adjusted amount of 1,059,322. (iii) The Issuer issued, to Robles, Shares in the split-adjusted amount of 508,475.

(i) On or about July 11, 2014, the Issuer issued, to Frydman, Shares in the split- adjusted amount of 1,000,000.

0) On or about September 1, 2014:

(i) The Issuer issued, to Frydman, Shares in the split-adjusted amount of 3,172,589. (ii) The Issuer issued, to Kosta, Shares in the split-adjusted amount of 3,172,589. (iii) The Issuer issued, to Robles, Shares in the split-adjusted amount of 1,522,843.

54. In any event, the foregoing actions add insult to injury. The self-benefiting resolutions awarding preferred Shares to the President and his comrades prevent the Issuer from fulfilling its long-standing obligations to Messrs. Redmayne and Breitkreuz as mentioned in Paragraph 32. The wrongful actions continue, as confirmed by the Schedule 14A filed earlier his week by the Issuer. That filing alleges that all 5,000,000 of the preferred Shares belong to the President, Martin Wolfe, Douglas Brooks, Rich Kaiser, Jack Frydman and Julios Kosta. If the challenged Share issuances were to stand, then the Issuer would lack sufficient authorized-but-unissued preferred Shares to satisfy its contractual duty to two of the Five Objectors. The honoring of that duty would shift 2,000,000 of the 5,000,000 preferred Shares.

55. The shift in the status of the President (from a person with no Shares to a person with a multitude of Shares) raises issues even beyond the realms of stock-watering and self­ dealing. Unless and until a regulator or judge reverses the questioned issuances, the

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Lipson I Neilson

C 0 l E, S E l T Z E R, G A R I N, P. C.

Allotne)'l and (ounsrlors at law

Securities and Exchange Commission
August12,2016
Page 15
President will, ironically, have the authority to ratify the very wrongdoings that led to his controlling interest in the first place. This consequence arises in part because each preferred Share affords its holder one hundred times the voting power of each common Share.

Public Reporting.

56. In light of the foregoing, we criticize a lack of candor in some of the reports we have read on the Issuer's EDGAR site. Certainly, we would argue that the Issuer's transactions with Kosta merit a discussion of the parties' history and relationships. For instance, any studious investor will wonder how to reconcile the President's prior rebuke of Julios Kosta (and the Board's earlier rejection of the Kosta plans) with today's cooperative endeavor.
57. Of all of the questioned disclosures, though, one in particular seems especially illuminating. In its latest Form 10-Q, the Issuer mentioned the then-pending lawsuit in the Chancery. By that filing, the Issuer announced that "the allegations of the plaintiffs are wholly without merit, and are contrary to the registrant's certificate of incorporation and bylaws, as amended, as well as the Delaware General Corporation Law." However, even a cursory review of the certified pleadings and legal briefs attached hereto would confirm (i) that the plaintiffs' case actually depends on the certificate and bylaws, and (ii) that, even after giving the plaintiffs the benefit of the doubt, the President and his allies (and only the President and his allies) have violated Delaware law (as explained above, in, for example, Paragraph 34).
58. The dismissive treatment of the lawsuit strikes us as another improper effort by the President to preserve his office and bounty. In any event, we hope that (a) any outsider would agree that the action brought by Messrs. Prosser and Breitkreuz held water, and (b) the Issuer misled the public on the gravity of the issues raised in court, by posting an unqualified-and-categorical characterization of the lawsuit as spurious, from top to bottom.
59. Even off the cuff, another question surfaces upon a review of the Issuer's Form 10-Q for the first quarter of 2016. The Issuer has virtually no liquidity, and yet the related-party arrangements that presumably financed the legal fees in Delaware have received short shrift.
60. The Issuer's own ledger reports that Julios Kosta held 9,187,878 Shares on June 10,
2015. However, the tally in Paragraph 53 reveals that Mr. Kosta held, immediately before that June date, more than three times that number of Shares (not even counting the abundant Shares indirectly held by him through GTL). We have searched in vain for the Forms 3 or 4 that we would have expected a reporting person to file. We also wonder whether Mr. Kosta has an unmet obligation under SEC Rule 11Ac1-1. (One might assume that the decline in Kosta's Share holdings innocently stemmed from the Issuer's renunciation of the casino-equipment-for-Shares transaction discussed in Paragraphs 21 and 23. However, two independent factors argue to the contrary: First, the relevant stock ledger pre-

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Lipson I Neilson

C 0 L E, S E L TZ E R, G A R IN, P. C.

Attorneys and (o nrelots

Securities and Exchange Commission
August12,2016
Page 16
dates the cancellation of the deal summarized in Paragraphs 21 and 23. Second, sources indicate that Kosta refused the Issuer's demand for the return of the corresponding Shares, in part because Kosta had already alienated most of those Shares via secondary transfers.)

CONCLUSION

My client, Paul Redmayne, and I hope that this letter and its corroborating attachments move the Commission to investigate the Issuer, in light of the circumstances respectively described in (a) Paragraphs 14 through 33, (b) Paragraph 34, (b) Paragraphs 35 through 38, (c) Paragraphs 39 through 50, (d) Paragraphs 51 through 55, and (e) Paragraphs 56 through 60.
My client and I also hope that any such investigation will directly or indirectly precipitate (i) the issuance of a Wells Notice, (ii) an audit of the ledger of the outstanding Shares, (iii) an updating of the Issuer's EDGAR reports, (iv) disinterested stewardship over the Share­ transfer gateway, (v) the reinstatement of the Five Objectors to the Board, (vi) a cancellation of the Shares issued to directors and officers after the Shareholder Meeting, and (vii) a review of the Board's failure to recall the Shares improvidently issued to Kosta in 2014.
We forward to hearing from the Commission on this matter.
Very truly yours,
LIPSON, NEILSO .• COLE, SELTZER & GARIN P.C.

Copy: Paul T. Redmayne

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