Grand jury investigates Mirabilis

Mirabilis Ventures Inc., a private-equity group based in Orlando, is under investigation by a federal grand jury.

Use this message board to discuss to discuss the company and its related activities.

So I guess they took the old board down due to a legal dispute. Wonder which one of those many names didn't like being publicly named?

Did anyone happen to save the contents of the old board? For posterities sake?

I am sure it will show up somewhere on the web. It was too good to not be copied by someone.

I am sure that old Ronbo has a copy. What say ye Ronbo?

To the Presidents of the Mirabilis and Presidion PEO’s especially Craig Vanderberg and Mike Stanley:

Interesting that each of you are blaming your superiors and subordinates for the non-payment of taxes. I wonder how you think you actually had anyone with superior authority when you each at different times for your respective PEO’s: A member of the Board of Directors, a State licensed controlling person, President and Chief Executive Officer, sole signatory on the bank account for which the payrolls were collected, sole signatory on the account for which the payroll checks and operating expenses were dispersed, the signer of all contracts with the customers, the signer of tax returns and other state and federal filed documents. It seems that with this type of involvement you can hardly say anyone else controlled your actions or that you did not know what your subordinates were actually doing but just incase you wish to maintain these positions suggest your read the following cases which are binding law in the state of Florida.

The first deals with “it’s my subordinates” the second deals with “it’s my superiors”:

1. Hornsby v. United States 588F.2d1979 (CAS 1979)
2. Thibodeau v. United States 828F.2d1499 (CA11 1987)

The nonpayment of payroll taxes or even the delay in paying payroll taxes creates personal liabilities for individuals and businesses both civil and criminal.

Any person who has a duty to collect, truthfully account for and pay over the taxes may be liable for any delayed or nonpayment.

This duty is a matter of position or status it does not matter whether a person actually exercises the person’s authority or is in actual control; only that the person could have exercised some authority or control.

In order to determine who is responsible it is necessary to determine both who was in control and who could have been in control.

The Courts have developed a variety of criteria to determine who has sufficient status or position to be considered responsible.

The criteria is pretty liberal but include the obvious President/CEO’s, Treasurers, Controllers, Chief Financial Officer, Directors, any signer on bank accounts, signer on tax returns, creditors or lenders who could or actually did control some aspect of the nonpaying business’ finances. Various courts have articulated another dozen categories but ultimately it seems any person involved with the accounting and financial affairs of Presidion and Mirabilis. Those who handled payroll funds on a daily basis may be responsible for the nonpayment of taxes. Especially because many of those individuals had excellent credentials, many who were certified public accountants.

Each of these individuals had a duty to insure the taxes were paid and to inform the company directors and officers of the nonpayment.

If they had informed the directors and officers and the taxes continued to be unpaid then these people should have quit at the very least and probably informed the authorities especially the Internal Revenue Service.

Did any of these people resign? If so when did they resign? This apparently went on over a five-year period: when did they know, when did they act?

It might be prudent for those who fit the criteria above to spend a weekend at the local library researching the following cases:

1. Hornsby v. IRS 588 F.2d 952 (1979 CA5 Fla)
2. Mazo v. USA 591 F.2d 1151 (1979 CA5 Fla)
3. First Nat’l Bank v. USA 591 F.2d 1143 (1979 CA5 Fla)
4. In re Kare Kemical, Inc. 935 F.2d 243 (1991 CA11 Fla)
5. In re Thompson 37 BR 211 ( 1983 BCMD Fla)
6. Malloy v. USA 17 F.3d 329 (1994 CA11 Ga)
7. Smith V. USA 894 F.2d 1549 (1990 CA11 Fla)
8. U.S. V. Huckabee Auto 783 F.2d 1546 (1986 CA11 Ga)
9. Neckles v. USA 579 F.2d 938 (1978 CA5 Fla)
10. Brown v. USA 464 F.2d 590 (1972 CA5 Ala)
11. Moore V. USA 465 F.2d 514 (1972 CA5 Ala)
12. Thibodeau v. USA 828 F.2d 1499 (1987 CA11 Fla)
13. Harris v. USA 175 F.3d 1318 2003 CA11 Fla)
14. Thosteson v. USA 331 F.3d 1294 (2003 CA11 Fla)
15. George v. USA 819 F.2d 1008 (1987 CA11 Ala)

Companies that owe the Taxes:

Sunshine Companies III (2002 – 2004)
Sunshine Companies IV (2001 – 2004)
Sunshine Staff Leasing (2003 – 2004)
Professional Benefits Solution (2005 – 2006)

Based on tax returns and public filings and the following individuals had the duty to know whether the tax payments had been made and the authority to insure the tax payments were made:

Sunshine Staff Leasing (2003 – 2004):
Shareholder: Presidion Solutions, Inc.
Controlling Person: Jim Baiers, John Burcham, Fred Sandlin, Craig Vanderburg
Officer: Andrew Alley (2003), Jim Baiers, Brain Jarzynski, Carig Vanderburg
Director: Andrew Alley (2003), Jim Baiers, John Burcham, Bob Gaines, Brain Jarzynski, Fred Sandlin, Craig Vanderburg.

Sunshine Companies III, Inc.(2002 – 2004)
Shareholder: Presidion Solutions, Inc.
Controlling Person: Jim Baiers (2002- 2004), John Burcham (2002 – 2004), Bob Gaines (2002 – 2004), Fred Sandlin (2002 – 2004), Craig Vanderburg (2002 – 2004)

Sunshine Companies IV, Inc.(2001 – 2004)
Shareholder: Bob Gaines, Presidion Solutions, Inc., Fred Sandlin
Controlling Person: John Burcham, Fred Sandlin, Craig Vanderburg
Officer: Andrew Alley (2003), Jim Baiers (2002 – 2004), Bab Gaines (2001), Brain Jarzynski (2004), Fred Sandlin (2001), Craig Vanderburg (2002 – 2004)
Director: Andrew Alley (2003), Jim Baiers (2003 – 2004), John Burcham (2002 -2004), Darlyne Devany (2001), Bob Gaines (2001 – 2004), Fred Sandlin (2001 – 2004), Craig Vanderburg (2004 – 2004)

PBS/Presidion Solutions VII, Inc.(2005 – 2006)
Shareholder: Presidion Solutions, Inc.
Controlling Person: Jim Baiers, Craig Vanderburg
Officer: Jim Baiers, Craig Vanderburg
Director: Jim Baiers, Craig Vanderburg

The only issue is not whether liable, but how much; this depends on when each held their respective positions.

If this were all there was to the story it would be simple; the real questions are who else is liable and why did this happen?

The determination of who goes to jail and for how long is not the purpose of this analysis.

Those decisions are ultimately the responsibility of a jury and to a lesser extent a judge.

This analysis concerns economic responsibility, which people and how many should contribute to repaying the Treasury.

Questions: Who benefited?
Who assisted?
Who enabled?
Who could have prevented?

All these have some culpability, thus some liability for the problem. Usually, in complicated cases the plaintiffs get lazy and the vast numbers of people involved get away. This emboldens them to do it again by assisting some other “maniac” willing to take charge. In order to prevent these types of financial fiascos the economic penalties need to be widely spread.

1.“An otherwise responsible person cannot be relieved of (his) obligation when directed by another person not to pay the taxes.” Thibodeau v. United States, 828 F.2d 1499 (11th Cir. 1987)
2. A responsible person is any person who could exercise significant control over the financial operations of the business regardless of whether the person actually exercised such control.

Factors in determining whether a person has such authority includes:
1. Whether the person is a shareholder
2. Whether the person is a director
3. Whether the person is an officer
4. Whether the person can sign checks
5. Whether the person can sign contracts
6. Whether the person can hire or fire employees
7. Whether the person can sign tax returns
8. Whether the person prepares tax returns
9. Whether the person manages daily operations
10. Whether the person determines which creditors are paid

This list is not exclusive and other elements which show the person could have controlled the flow of funds or part of the funds should be considered.

The storm is coming.

Beware of Attorneys!

For all those doing Due Diligence in the future remember….Don’t buy cows until you see them!

You have to be pretty stupid to pick a fight with a dead man!

There is no freedom where you have something to hide.

Attempts at self preservation often lead to self destruction

“Goliath should have negotiated.” – David

Arrogance + Greed = Stupidity

The more dogs in the hunt the easier for the fox to get away.

Life is really about eternity

Simple is not good. Simple is easy.

Sometimes victory requires surrender.