SIST, subsidiaries reincorporate in Delaaware

Shawano Leader, Wisconsin/March 8, 2009

Six subsidiaries of Samanta Roy Institute of Science and Technology, Inc., as well as SIST itself, have reincorporated in the state of Delaware, but plan to continue doing business in Wisconsin, according to records from both states.

Meanwhile, several new business entities now appear in records related to several properties owned by SIST and its subsidiaries.

Attorney Alan Eisenberg, who is representing SIST in several pending court cases, said SIST CEO Naomi Isaacson has been attempting to reorganize the corporation.

"Naomi has been working around the clock to accomplish a reorganization," Eisenberg said in a recent interview.

Eisenberg said, however, he is not involved with SIST's business decisions and he was unaware of the details of the reorganization. He said he was unaware of the new corporate status of any SIST businesses or the new corporate entities.

Isaacson declined a request to directly provide any information for this story.

Eisenberg said there are a number of options routinely used by companies and businesses to reorganize.

"I know that all avenues are being explored," he said.

Records obtained from the Wisconsin Department of Financial Institutions show the corporate structures of SIST and six of its limited liability companies early last month terminated their corporate registrations with the state in a conversion to foreign corporations. DFI records show all seven are now Delaware corporations.

SIST's corporate status was terminated Feb. 10, according to the DFI documents, five days after the termination date for Midwest Amusement Park, Midwest Hotels and Motels of Shawano, Midwest Oil of Shawano, Midwest Oil of Wisconsin, Midwest Oil of Minnesota, and Midwest Properties of Shawano.

Each of the business entities incorporated in Delaware under the same names they were registered under in Wisconsin as of Feb. 4, according to the state of Delaware's Division of Corporations web site.

The conversions mean each of the companies can continue to do business in Wisconsin, but they're now governed by the state of Delaware and federal laws rather than Wisconsin corporate laws, according to records filed with DFI.

One corporation affiliated with SIST - U.S. Acquisitions and Oil, Inc. - was already a Delaware corporation formed in 2006.

"It's simply a legal and taxation move," Eisenberg said, noting that many companies - including General Motors and Exxon - are incorporated in Delaware for legal and tax issues. "For proper legal and proper tax considerations, people use Delaware to host their corporations."

Eisenberg said the transition would not affect SIST's Shawano businesses or SIST's presence here. SIST was founded by R.C. Samanta Roy - formerly Rama Behera - who has since legally changed his name to Avraham Cohen.

"All I have ever known from the start is Avraham loves Shawano and he has repeatedly said he is never leaving," Eisenberg said.

Cohen, who lives in Baltimore, and Isaacson may have made the corporate move to Delaware on the advice of other attorneys, Eisenberg said.

"The Doctor lives in Baltimore, and he consults with - and Naomi consults with - East Coast lawyers," he said.

In addition to the reorganization of the Delaware corporations, four new business entities are listed in municipal records relating to four properties owned by SIST and its subsidiaries.

An open records request filed by the Shawano Leader with Shawano Municipal Utilities revealed that four accounts have switched billing to new corporate entities.

According to the SMU records, the utilities for the Kiryat Hotel - formerly the Best Western - are now billed to the Dagul Kishron Corp. of USA, Inc. at the hotel's address. Utilities for the AmericInn are now billed to the Marom Golan Corp. of USA, Inc. at that hotel's address.

Both properties are owned by SIST subsidiary Midwest Hotels and Motels of Shawano. The Shawano County Register of Deeds office does not show any change or transfer of ownership.

Meanwhile, utilities at the Spirit of the Northwoods at 131-133 S. Main Street are being billed to the Timtza Etzepo Corp. of USA, Inc, according to SMU records. The property is owned by SIST subsidiary Midwest Properties.

Also, Midwest Gift and Fudge, at 104 Old Lake Road, has utilities billed to the Beit Mamtakim Corp. of USA, Inc. The property is owned by SIST.

It is not clear what the relationship is between the new corporations and SIST or its subsidiaries. An online search of corporate records did not show any of the new business entities listed in Wisconsin or Delaware.

Online records were also searched in Minnesota - where several SIST board members reside, according to DFI records - and the state of Maryland, where SIST president Cohen lives.

The Shawano Leader submitted through Eisenberg an e-mail with several questions for Isaacson seeking comment. Eisenberg responded to the e-mail, saying, "Naomi's official response for the record is ‘no comment' to all questions."

Two of the new corporate names are also listed in public records filed with the Shawano city clerk's office.

Applications for beer and liquor, soda and amusement licenses at the Kiryat were filed by the Dagul Kishron Corp. of USA, Inc.

The Class B beer and liquor license application is incomplete, however, according to the city, because it does not list its corporate officers. The document is missing the names of the corporation's president and secretary.

The only name included, according to the city clerk's office, is Steven S. Theys, who signed the application and is listed as vice president/member and manager.

City Clerk/Treasurer Marlene Brath said the application was filed Dec. 30, but was to be effective Feb. 11.

Soda and amusement licenses were also filed with the city for the AmericInn by the Marom Golan Corp. of USA and signed by David Reek. Those licenses do not require the names of corporate officers.

However, Brath said she could not issue the requested licenses because of outstanding debt owed the city by the two hotels.

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