
    In the Matter of the Dissolution of A.B.C. Wholesale Florists, Inc. Walter Hedgecock et al., Appellants; Mike B. Spanakos, Respondent.
   The issue as to whether Spanakos was the owner of twenty-five or fifty shares of the stock would seem properly referable under the present circumstances. It would seem to depend inter alia on whether the alteration in the note was fraudulent so as to wipe out the underlying debt and whether Spanakos had obtained title to the pledged stock by legal means. That the corporation issued a new certificate based on a belief that Spanakos had title to the shares would not be controlling on the right to maintain dissolution proceedings. We think, however, the issue should have been referred without publication or notice to the Attorney-General or creditors but merely in order to advise the court of the facts upon which it would act in determining whether to entertain the dissolution application. When and if the question of stock ownership is determined and if it appears that a deadlock exists, then the court may decide whether the situation warrants further proceedings under section 103 et seq. of the General Corporation Law in the light of the financial condition of the company and all other circumstances. Order unanimously modified by eliminating therefrom the provisions for the publication and the giving of certain notice and, as so modified, affirmed, without costs. Settle order on notice. Present — Peck, P. J., Callahan, Van Voorhis, Heffernan and Bergan, JJ.  