Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
The 2007 Florida Statutes
Title XXXVI
BUSINESS ORGANIZATIONS Chapter 607
CORPORATIONS View Entire Chapter
607.1101 Merger.--
(1) One or more corporations may merge into another corporation if the board of directors of each corporation adopts and its shareholders (if required by s. 607.1103) approve a plan of merger.
(2) The plan of merger shall set forth:
(a) The name of each corporation planning to merge and the name of the surviving corporation into which each other corporation plans to merge, which is hereinafter designated as the surviving corporation;
(b) The terms and conditions of the proposed merger; and
(c) The manner and basis of converting the shares of each corporation into shares, obligations, or other securities of the surviving corporation or any other corporation or, in whole or in part, into cash or other property and the manner and basis of converting rights to acquire shares of each corporation into rights to acquire shares, obligations, or other securities of the surviving or any other corporation or, in whole or in part, into cash or other property.
(3) The plan of merger may set forth:
(a) Amendments to, or a restatement of, the articles of incorporation of the surviving corporation;
(b) The effective date of the merger, which may be on or after the date of filing the certificate; and
(c) Other provisions relating to the merger.
History.--s. 109, ch. 89-154.
Site Map
Session: Bills · Calendars · Journals · Citator · Search · Appropriations · Redistricting · Bill Information Reports
Committees: Committee Pages · Committee Publications
Senators: President's Page · Member Pages · District Information · Find Your Legislators
Information Center: Introduction · About the Legislature · Publications · Glossary · Help · Employment · Links
Statutes & Constitution: Introduction · View Statutes · Search Statutes · Constitution · Laws of Florida · Order
Video Broadcasts
Disclaimer: The information on this system is unverified. The journals or printed bills of the respective chambers should be consulted for official purposes. Copyright © 2000-2007 State of Florida. Privacy Statement. Contact Us.
HomeSessionCommittees
You move on . I was here before you.
Precisely, which is no big feat to accomplish and will be reinstated as a matter of right if someone gets off his fat ass and gets the papers filed in florida.
I am wondering that myself. To create a corporation one needs an incorporator which could have been the florida corporation wnsh itself, or any individual such as the lawyer for wnsh , or its ceo, or officer. So the question becomes can a dissolved florida corporation which can only wind up its affairs and liquidate (until it files for reinstatement) subscribe/take ownership in any shares of the newly created delaware corporation?
My point is, I can act as an incorporator right now and create a Nevada corporation named Winstead Holdings (if the name has not heretofore been reserved in Nevada) and I can subscribe to all the stock, and it has nothing to do with you and or wnsh florida corporation. The same is true with respect to the delaware corporation until we see articles of merger filed.
That is absolute nonsense. We are not yet a delaware corporation. At best the florida wnsh has created a delaware subsidiary by the same name which will be used to merge the wnsh assets into. THERE HAS TO BE ARTICLES OF MERGER FILED IN FLORIDA FOR PRESENT WNSH SHAREHOLDERS TO OWN PART OF THE DELAWARE CORPORATION.
I beg to differ. We own no shares of the delaware corporation. The Florida corporation has to first file articles of merger with the Florida Sec of State stating how many shares we get of the new Delaware corporation for so many of our shares in the florida wnsh.
The only way wnsh shareholders get any ownership interest in a new corporation is via the exchange of wnsh shares for shares in the new corporation whether it be a delaware or nevada corporation. This is done by wnsh filing articles of merger with the sec of state of florida which sets forth such terms as the exchange ratio. Most states adopted the model business corporate act so corporate law for the most part is uniform throughout the united states. Wnsh has been involuntarily dissolved by the state for failure to maintain a registered agent. Until wnsh is reinstated and becomes in "good standing" it cannot amend its charter (i.e do a reverse split), increase authorized shares, change shareholder rights or file articles of merger. Below is the link for florida corporate law. I suggest you read the sections about merger . Note it gives dissenting shareholders certain rights. This provision of the law cannot be bypassed.
http://www.flsenate.gov/Statutes/index.cfm?App_mode=Display_Statute&URL=Ch0607/titl0607.htm&...
Advise the new ceo he can get the forms online at this link and can probably hire the same registered agent that resigned earlier this year.
http://form.sunbiz.org/cor_form.html
607.1422 Reinstatement following administrative dissolution.--
(1) A corporation administratively dissolved under s. 607.1421 may apply to the Department of State for reinstatement at any time after the effective date of dissolution. The corporation must submit a reinstatement form prescribed and furnished by the Department of State or a current uniform business report signed by the registered agent and an officer or director and all fees then owed by the corporation, computed at the rate provided by law at the time the corporation applies for reinstatement.
(2) If the Department of State determines that the application contains the information required by subsection (1) and that the information is correct, it shall reinstate the corporation.
(3) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation resumes carrying on its business as if the administrative dissolution had never occurred.
(4) The name of the dissolved corporation shall not be available for assumption or use by another corporation until 1 year after the effective date of dissolution unless the dissolved corporation provides the Department of State with an affidavit executed as required by s. 607.0120 permitting the immediate assumption or use of the name by another corporation.
(5) If the name of the dissolved corporation has been lawfully assumed in this state by another corporation, the Department of State shall require the dissolved corporation to amend its articles of incorporation to change its name before accepting its application for reinstatement
Looks like under florida law ellis got the notice and the 60 days expired. someone needs to advise the new ceo that florida administratively dissolved the corporation today. My next post will show what needs to be done to reinstate.
607.1421 Procedure for and effect of administrative dissolution.--
(1) If the Department of State determines that one or more grounds exist under s. 607.1420 for dissolving a corporation, it shall serve the corporation with written notice of its determination under s. 607.0504(2), stating the grounds therefor.
(2) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Department of State that each ground determined by the department does not exist within 60 days of issuance of the notice, the department shall administratively dissolve the corporation by issuing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date.
(3) A corporation administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under s. 607.1405 and notify claimants under s. 607.1406.
(4) A director, officer, or agent of a corporation dissolved pursuant to this section, purporting to act on behalf of the corporation, is personally liable for the debts, obligations, and liabilities of the corporation arising from such action and incurred subsequent to the corporation's administrative dissolution only if he or she has actual notice of the administrative dissolution at the time such action is taken; but such liability shall be terminated upon the ratification of such action by the corporation's board of directors or shareholders subsequent to the reinstatement of the corporation under ss. 607.1401-607.14401.
(5) The administrative dissolution of a corporation does not terminate the authority of its registered agent.
Looks like under florida law ellis got the notice and the 60 days expired. someone needs to advise the new ceo that florida administratively dissolved the corporation today. My next post will show what needs to be done to reinstate.
607.1421 Procedure for and effect of administrative dissolution.--
(1) If the Department of State determines that one or more grounds exist under s. 607.1420 for dissolving a corporation, it shall serve the corporation with written notice of its determination under s. 607.0504(2), stating the grounds therefor.
(2) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Department of State that each ground determined by the department does not exist within 60 days of issuance of the notice, the department shall administratively dissolve the corporation by issuing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date.
(3) A corporation administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under s. 607.1405 and notify claimants under s. 607.1406.
(4) A director, officer, or agent of a corporation dissolved pursuant to this section, purporting to act on behalf of the corporation, is personally liable for the debts, obligations, and liabilities of the corporation arising from such action and incurred subsequent to the corporation's administrative dissolution only if he or she has actual notice of the administrative dissolution at the time such action is taken; but such liability shall be terminated upon the ratification of such action by the corporation's board of directors or shareholders subsequent to the reinstatement of the corporation under ss. 607.1401-607.14401.
(5) The administrative dissolution of a corporation does not terminate the authority of its registered agent.
It can't do anything until wnsh once again becomes a corporation in good standing in the state of florida first. A corporation is a fictitious entity which in this case the state of Florida franchised. People purchased stock of a Florida corporation. Once a corporation is dissolved, the state steps in to make sure the assets are distributed to creditors and the remainder are distributed to the shareholders. I realize wnsh has no assets other than perhaps its right to be publicly traded on the exchange. But since the corporation is now dissolved (until paperwork is filed) each shareholder is now part owner of the assets of wnsh whereas yesterday a corporate entity existed which owned the assets. Florida needs to approve the merger of one of its corporations into another corporation in another state to protect all the people who bought stock in a florida corporation. If you read merger papers you will see that they are about making sure how existing shareholders and their shares are going to be treated /exchanged once merged.
Hopefully, but one needs to file merger papers with the Florida Secretary of State in order to be merged into a deleware corporation and this cannot be done unless wnsh is in good standing with Florida.
The link shows that the corporation was administratively dissolved by the Florida Secretary of State today, 9/6/07 for failure to maintain a registered agent. Technically we are no longer a corporation, and somebody needs to cut a check and file some paperwork to get the company back in good standing. Until this is done, no amendments can be filed, no merger papers can be filed , etc. Would also be nice to see some new officers and directors names filed with the state of florida.
maybe you should go to the nearest IRS office and tip them off that moody is trying to evade over 10 million dollars in income tax. I believe he would be overdue on his estimated tax payment based on that liability. lmfao. But seriously, this fact as to his compensation puts moody between a rock and a hard place. Wicks attorney can really get him in a corner on this.
Just wanted to ask if the other allegations ever state that Wicks, etal specifically reported the amount of the promissory note Hisc was suppose to give in exchange for the stock. Basic corporate law says the directors may issue stock at its stated par value and if they issue it for less than par the directors are liable up to the par value and no more. What the market share price was at the time is irrelevant. I do not know what the par value of evsy stock was at the time but if it was .0001 we are talking about a claim of merely $3,100. I don't believe the lawsuit named Hisc as a defendant so if not, how can the 31,000,000 shares be canceled? If these 31,000,000 are what was paid out as dividends, be rather difficult to name all the shareholders as defendants to cancel them. Now if Wicks, etal didn't get a promissory note from hisc for 3,100 or 31,000 or 310,000, how is that fraud? The only fraud here is the frivolous lawsuit filed against wicks etal. This claim that evsy is owed $31,000,000 will probably be thrown out imho.
If Pawson has an attorney enter an appearance in the Orange case, the order freezing the assets will probably be set aside quickly. But even if it is not, one could argue that the california court only has jurisdiction over the california assets of cbay. Cbay is a nevada corporation and I doubt buying real estate in California with future plans to develop it constitutes doing business in california. One would think the unpaid creditors of cbay would get together and throw cbay into bankruptcy.
this is the link to the bankruptcy court decision ruling the stonewall note invalid in January , 2007. It should be put in ibox so people can see cbay's lawsuit in california is futile.
http://www.msnd.uscourts.gov/bk/Opinions/Houston/supertrail-op1.pdf
Not going to happen. And even if there was some merit to the lawsuit wouldn't the defendants have bought up all the cbay shares at .0001 to share in any judgment? 3 billion times .0001 is a measly 300,000. It would probably be cheaper for all those defendants to buy cbay shares than to each pay their respective attorneys to defend this frivilous claim.
On may 31st I posted this:
R Rips
O Off
G Greatly
E Everyone
R Repeatedly
P Pathetic
A Axxhole
W Will
S Skip
O Out
N Now.
What's with the mid september hearing? General Mortgage wants their note paid in full. Cbay stepped in the shoes of the original maker of the General Mortgage note. General mortgage loaned basically $3,000,000 to RPC Investments Ltd and as security for making that loan took a mortgage lien against those 85 lots. Just because someone takes something to secure a loan doesn't mean they want to someday own that security. The risk of the value of that security always remained with the borrower. Apparently the value went down because FEMA classified the lots or at least many of them as in a flood zone. When general mortgage unloads those lots, if it can, it expects to receive something less than what is still owed on the note. They need the september hearing to get the judge to actually enter a judgment against cal bay and Roger Pawson individually (lmfao) so general mortgage can then go and attach other property of cal bay and pawson to sell on the court house steps to get the remainder of the note balance paid off.
I hope you people get your bounce, but give it up people. Cal bay is operating out of a po box...defaulting on law suits...the accountant ran.... if anything is left the ceo is taking it out as salary....the stock price is at .0001...deficiency judgments are imminent. You were screwed , blued and tatooed. Realize this and move on. Your money is gone. Pawson doesn't write thank you note cards.
Cbay and Roger were served with process and failed to file an answer within the time allowed usually 30 days. They are therefore in default. Unless cbay or roger can assert as a defense gutter service...i.e. they were never served, the papers were thrown down the sewer and the process server lied, there is nothing cbay or roger can do to set aside the foreclosure. The motion for deficiency was most likely mailed to cbay and pawson when filed. Since the hearing is in mid september, I suppose if they show up the judge will hear their valuation of the charlotte property but probably give it little weight.
IMHO Cbay never filed chapter 11 because these real estate transactions could then be scrutinized by everyone, and Pawson is hiding something and doesn't want any court to make him produce documents or take a deposition.
What is the fair value of something no one is willing to buy? The 85 lots are probably deed restricted, so couldn't even sell them as mobile home sites. If these lots are indeed in a non-insurable flood zone this appraisal could be very low. General Mortgage has to pay the taxes on this crap now, so they might be going after the deficiency not so much in thinking they can collect it, but to convince the tax appraiser to lower the valuations. the link I posted is expired now, but if you type in general mortgage as the owner, you will pull up all the lots. Note the red markings on some saying Fema flood zone on some of them. Just because Rojer didn't do his homework and uncover the problem with the lots mean that what cal bay paid for the lots was fair market value. cbay sunk at least 400,000 into this and walked away? I assume the sellers were able to pay their loan down by 400,000 with cbays money.
could be that the project cannot get financing because federal flood insurance can't be obtained
http://www.fws.gov/habitatconservation/coastal_barrier.htm
Now if this is the case, Pawson either took this property off other investors hands at cbay shareholders expense, or when Pawson fell out of the stupid tree he hit every branch on the way down.
Cal Bay has not responded to the motion. Neither has Pawson. Rather difficult to rebut a presumption in the first place and impossible when no one is presenting a case of rebuttal. The affidavit ( I assume that of an appraiser) will be the only evidence the judge will and can consider in arriving at the deficiency figure. I don't know if anything is wrong with the charlott county property, but I know of two subdivisions that have been halted (site improvements already in) because a rare bird nested there. What are these subdivisions worth , if you can't continue the project. I suspect there is a wetland issue with charlotte. But that is my guess only. Have the court clerk send you a copy of the affidavit and appraisal if you want to know what it is worth.
http://www.ccappraiser.com/rp_display.asp
If you go to the post I replied to just now, and fill in the name cal bay, you will see that the charlotte deficiency judgment is going forward with a mid september hearing date and an affidavit filed august 1st, probably that of a real estate appraiser. Note there is still no answer or entry of appearance for cal bay or Pawson. Pawson is going to be hit with a personal judgment against his axx for the deficiency. People, the fact that Pawson/cal bay does not show up for court hearings imho means there is nothing left or there will be nothing left by the time the judgments are entered. Crash and burn.
Many of you are probably aware of the overbuilt condo market in Miami today. I came across this article about the miami market in 1925, and thought some of you might find it interesting.
http://xroads.virginia.edu/%7EHyper/Allen/ch11.html
Andy still with the company....really? I speculate his short tenure had something to do with maybe say a employment contract which had a golden severance payment clause...which was timed with the sale of the alucha county property....so that other investors couldn't complain he got his investment back. JMHO in an attempt to wonder where the money could have possibly gone.
Precisely. If you look at the docket sheet the lender bid $10,000 and purchased the property for $10,000 at the foreclosure sale. If you read the foreclosure suit approximately $2.5 million was owed on the mortgage. Therefore, there will be a 2 1/2 million deficiency judgment against cal bay which may be recorded as a lien against all other real estate cal bay owns in other states. The constitution's full faith and credit clause mandates that states recognize the validity of judgments rendered in other states. So even if cbay owns other real estate, this judgment will prevent cbay from obtaining new or construction financing. Now I suppose Cbay could contest the $10,000 sale price as too low, but my bet is Cbay will not contest a thing. Could be the land could not be built upon because it is a habitat for a certain endangered species or is classified as a wetland and is therefore not worth more than $10,000. FWIW general mortgage seems to be owned by a Feinstein out of delray florida. http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&inq_doc_number=V63826&inq_came_from=N...
By crash and burn I am not referring to the demise of the stock price. When someone steals a car they crash and burn it. No difference here.
There were 25,000 foreclosures in Florida in June 2007, 38,000 foreclosures in California in June 2007. Cnn reported last week that within the next 1 1/2 to 2 years there will be 2.5 million more home foreclosures. Valuation means nothing....equity is what matters...and the ability to service debt.
Word of advice: Don't believe anything Pawson says.
I copied the information in case the link times out. This is the docket sheet of the calbay foreclosure suit in charlotte county florida.
07/05/2007 27 PLAINTIFFS - MOTION FOR ENTRY OF DEFICIENCY JUDGMENT
07/02/2007 7 CERTIFICATE OF TITLE - RECORDED OR BK 3180 PG 950-956
06/27/2007 1 CLERKS CERTIFICATE OF MAILING
06/27/2007 7 CERTIFICATE OF TITLE - GENERAL MORTGAGRE ASSOCIATES INC - TO RECORDING
06/27/2007 1 CERTIFICATE OF DISBURSEMENTS - NO MONEY RECEIVED - NO MONEY DISBURSED
06/27/2007 1 TRANSMITTAL FORM
06/18/2007 1 AFFIDAVIT - OF ADDITIONAL COSTS
06/18/2007 7 MEMORANDUM - WITH EXHIBIT A ATTACHED
06/13/2007 1 CLERKS CERTIFICATE OF MAILING
06/13/2007 4 CERTIFICATE OF SALE - GENERAL MORTGAGE ASSOCIATES, INC
06/13/2007 1 BIDDERS SLIP - STEPHEN HOLLIS
06/13/2007 1 BID LOG - $10,000.00 GENERAL MORTGAGE ASSOCIATES, INC
06/13/2007 3 PROOF OF PUBLICATION - NOTICE OF FORECLOSURE ALE
06/13/2007 1 RECEIPT
05/15/2007 2 ORDER - RETURN FROM OR BOOK 3158 PAGES 1735 THRU 1736
05/15/2007 13 SUMMARY FINAL JUDGMENT IN/OF FORECLOSURE - RETURN FROM OR BOOK - 3158 PAGES - 1654 THRU 1666
05/14/2007 1 MEMORANDUM - FROM CLERK TO ATTY
05/14/2007 7 NOTICE OF FORECLOSURE SALE - 6/13/07 NO NEWSPAPER INDICATED
05/14/2007 13 SUMMARY FINAL JUDGMENT IN/OF FORECLOSURE - - TO RECORDING
05/14/2007 2 ORDER - ON PLAINTIFFS MOTION FOR ATTORNEYS FEES - TO RECORDING
05/14/2007 1 COURT MINUTES
05/14/2007 11 ORIGINAL - MORTGAGE
05/14/2007 24 ORIGINAL - MORTGAGE
05/14/2007 4 ORIGINAL - PROMISSORY NOTE
05/14/2007 1 COVER LETTER TO JUDGE FROM ATTORNEY
04/16/2007 2 AFFIDAVIT - IN SUPPORT OF APPLICATION FOR ATTORNEY FEES
04/16/2007 2 PLAINTIFF - MOTION FOR AWARD OF ATTORNEYS FEES
04/16/2007 3 AFFIDAVIT - IN PROOF
04/16/2007 3 PLAINTIFF - MOTION FOR SUMMARY FINAL JUDGMENT OF FORECLOSURE
04/16/2007 1 PLAINTIFF - NOTICE OF HEARING 5-10-07 9AM
04/05/2007 2 SUMMONS RETURNED SERVED - CAL-BAY INTERNATIONAL INC - 03/05/07
04/05/2007 3 SUMMONS RETURNED SERVED - ROGER PAWSON - 02/26/07
04/05/2007 1 MOTION FOR DEFAULT AND DEFAULT GRANTED - ROGER PAWSON
04/05/2007 1 MOTION FOR DEFAULT AND DEFAULT GRANTED - CAL-BAY INTERNATIONAL INC
02/20/2007 1 CONFIRMATION LETTER
02/20/2007 7 NOTICE OF LIS PENDENS RECORDED IN OR BOOK - 3115 PGS 646-652
02/15/2007 1 SUMMONS ISSUED - CAL BAY INTERNATIONAL INC
02/15/2007 2 SUMMONS ISSUED - ROGER PAWON
02/15/2007 7 NOTICE OF LIS PENDENS TO RECORDING
02/15/2007 49 PLAINTIFF - COMPLAINT FOR FORECLOSURE AND FOR DAMAGES
02/15/2007 1 CIVIL COVER SHEET
02/15/2007 1 RECEIPT
You need to learn pawson speak. The only financial interest Cal bay has is as a title holder in foreclosure who doesn't have the means to redeem or possibly even the right to redeem any of the assets.
The previous link shows that the mortgage company got the property back by bidding $10,000. That is not a misprint. Well people the loan balance was $2,460,000, so as of July 5th , 2007 the mortgage company wants a deficiency judgment against cal bay and pawson for $2,450,000. That is what happens when things are allowed to go in default. Pawson was served on this lawsuit on February 26th. Wasn't that around the time of his conference call for shareholders? The limited liability company that sold the charlotte county property was RPC. Hmmm , does that stand for Roger Pawson Company? This company is in crash and burn mode people.
I am still long on this stock, despite the fact that I am not so sure given today's press release that they have 90% control. The press release did not retract the statement that the former ceo resigned and was no longer in control...so I think it is safe to assume that control was transferred but that only takes 50.1% ownership. It seems to me that the former ceo's "misrepresentations" would have to be that he overstated his percentage ownership of the company to make the deal. A lawsuit could certainly be filed to make him deliver what he sold...an injunction could be had to prevent him from selling what he failed to deliver. But if they bought on the cheap in the first place, and reverse merger deals are pending and dependent on a 90% ownership of wnsh, they just might have to go into the market pdq and buy what they need to reach the 90% instead of waiting for litigation to resolve the matter. JMHO.
cal bay sold the alucha county home may 29th for $375,000 while mercer was president. There was a $250,000 mortgage on the property cal bay took out earlier in the year.
Document Detail
Instrument Number: 2341710
Sequence #: 0
Location Filed: DEFAULT
Date Received: 05/29/2007 3:45:30 PM
Document Type: DEED
Book: 3607
Page: 1376
Consideration: $375,000.00
Image:
Direct Names
CAL-BAY INTERNATIONAL INC
Indirect Names
ENDLEIN, WILLIAM M TR
ENDLEIN, LINDA D
ENDLEIN TRUST THE
Legal Records - Subdivsion
# Name Block Lot Remarks
1 OAK LANE PLANTATION 19 PLAT BOOK U PAGE 69
Related Documents
None found
I too have posted the same remark about fraud and misrepresentation. But remember, the court decisions and both notes were of public record. So how could someone possibly be held liable to CBAY for not disclosing such facts to cbay? Who buys a mortgage without doing a title search? Moreover, if cbay were truly defrauded in the purchase of the note it was defrauded of its purchase price...not the full face value of the note. Kind of ironic imho if Pawson is accusing someone else of fraud given all the bullshxt he has pr'ed to sell stock.
If Pawson wrote a book on Cbay it would be titled "Nothing Down, Nothing Left".
This is a link worth bookmarking or putting in the ibox imho.
http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&inq_doc_number=P97000082722&inq_came_...
I have a position, and have reason to believe that the reverse merger will be forthcoming from sources outside the financial message board arena. GLTA.