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Re: None

Friday, 04/18/2014 11:22:12 AM

Friday, April 18, 2014 11:22:12 AM

Post# of 71458
no secret site exists

the secret is trying to understand the mechanics of the overall transaction in which the two entities were apparently considering some sort of combination and why the two somewhat different versions of the planned combination---

It was announced on March 12, 2014 and reported by various newswires:

One apparently reported the planned transaction as a reverse merger in which ADR, most likely a private company, was to acquire Worthington from Asher, Magna, La Jolla Cove and other Worthington shareholders.

I understand there is an ongoing debate about the identity of the source which called the transaction a reverse merger in which ADR was to acquire Worthington. I do not want to get into the middle of that and respect both views, though.

Sometimes different sources may see a planned transaction a little differently in the rush to get it reported out to the public.

Not mentioned is how Asher, Magna, La Jolla Cove acquired Worthington.

Could it be that Asher, Magna, and La Jolla Cove exercised rights to convert promissory notes into stock and gained control of Worthington or the appearance of doing so.

Recent filings by Asher and Magna with the SEC seem to indicate that a conversion of promissory notes has occurred.

The filed F 10-K does not describe the transaction in the above mentioned manner, instead indicating it was an asset purchase of ADR assets by Worthington with Worthington paying out 125K in cash and issuing out 70M in stock for the assets acquired. It also sets the date at March 21 rather than March 12.

In both of the two versions of the transactions, it was mentioned that Mr. Charles Adams would become the president and chief operating officer of Worthington.

On the ADR website, nothing is mentioned about his role as president of Worthington, but it may not be out yet or the site may not be updated yet.

In pondering all this, it is still not crystal clear what has actually occurred and why and whether there are ongoing negotiations to complete the overall combination transactions of these two entities.

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