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EDIT: THEY WERE FORCED INTO BANKRUPTCY BY CREDITORS AFTER MANAGEMENT SOLD THE ASSETS TO THEMSELVES (SEE FEB 24 8K FILING WITH THE SEC BELOW[color=red][/color]) AND TRIED TO STEAL THE BUSINESS.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 23, 2012
AMERICAN SCIENTIFIC RESOURCES, INCORPORATED
(Exact name of registrant as specified in its charter)
Nevada 333-164517 14-1820954
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1112 Weston Road, Unit 278
Weston, Florida 33326
(Address of principal executive offices)
(847) 386-1384
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On February 23, 2012, American Scientific Resources, Incorporated, a Nevada corporation (the “Company”), entered into an asset purchase agreement (the “Asset Purchase Agreement”) with American Scientific Resources, Inc., a Delaware corporation (the “Purchaser”). Pursuant to the Asset Purchase Agreement, the Company sold certain receivables and certain intellectual property to the Purchaser for a purchase price consisting of (i) $50,000 cash advanced at closing and (ii) a royalty for up to five years from the date of closing equal to 5% of the Purchaser’s net revenues less returns less direct costs and joint marketing money up to a maximum of $4,000,000. Royalty payments will be remitted on the 15th day of each month 75 days in arrears for each calendar month.
The transferred receivables and intellectual property were used to manufacture and market certain of the Company’s healthcare and medical device products, including the Disintegrator home needle destruction device (the “Disintegrator”) and the VeraTemp Non-Contact thermometers. The Company retained, among other things, its Kidz-Med product line, certain trademarks, the right to market and sell the remaining Disintegrator inventory in its possession, its Food and Drug Administration (“FDA”) and ISO13485 compliant facility, FDA approvals necessary to operate as a medical device, repackaging or contract manufacturing business and its goodwill and corporate franchise.
The Purchaser also assumed an aggregate of $1,785,745 of principal and interest owed by the Company under certain of its outstanding convertible notes. The Asset Purchase Agreement provides that if within five years from the date of closing either (i) all of the issued and outstanding shares of common stock of the Purchaser are sold to a third party or (ii) all or substantially all of the assets of the Purchaser are sold to a third party, then the Purchaser shall pay the Company $4,000,000 less any amounts already paid by the Purchaser to the Company as a part of the purchase price described above. Also on February 23, 2012, the Company, the Purchaser and the holders of assumed debt entered into a consent agreement (the “Consent Agreement”) pursuant to which the holders consented to the Purchaser’s assumption of the debt and agreed to release the Company of all legal and financial responsibility, indebtedness and liability with respect to the notes.
Robert Faber, the Company’s President and Chief Executive Officer and Chairman of the board of directors, and Jason Roth, the Company’s Senior Vice President and Director of Business Development and a director, are officers and directors of the Purchaser. The transaction was approved by a majority of the disinterested members of the Company’s board of directors pursuant to Section 78.140 of the Nevada Revised Statutes.
The foregoing descriptions of the Asset Purchase Agreement and the Consent Agreement are qualified in their entirety by reference to the respective copies of such agreements, which are filed as Exhibits 10.1 and 10.2 hereto and are incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information provided in Item 1.01 is hereby incorporated into this Item 2.01 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Asset Purchase Agreement, dated as of February 23, 2012.
10.2 Form of Consent Agreement, dated as of February 23, 2012.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
American Scientific Resources, Incorporated
Date: February 24, 2012 By: /s/ Robert T. Faber
Name: Robert T. Faber
Title: President and Chief Executive Officer
3
Federal Court is a very expensive place for ASR to do business, see below...
The Federal Rules of Civil Procedure have very liberal discovery provisions. Before the rules were adopted in 1938, plaintiffs basically had to be able to prove their case before filing suit. See Code Pleading. See notice pleading. The Federal Rules changed that. Under the rules' liberal discovery approach, plaintiffs who strongly suspect that they were wronged can file a lawsuit, even if they do not have solid evidence. During discovery, they can force the defendant to give them evidence that they can use to build their case.
Discovery under the Federal Rules is very broad. According to Rule 26(b)(1), "Parties may obtain discovery regarding any nonprivileged matter that is relevant to any party's claim or defense." The federal rules also provide several tools that can be used to get information from other parties, including interrogatories, depositions, and requests for admission. A party may also compel other parties to give them access to documents, real property, or other things for review or testing. See Rules 26-37.
Complying with discovery rules is particularly difficult and expensive for institutional defendants because it takes time and incurrs legal fees. This difficulty is somewhat mitigated by rules allowing defendants to simply grant plaintiffs access to their records, effectively telling them "if you want it, find it for yourself." See Rule 33. This does not, however, reduce the legal expenses involved in reviewing and responding to discovery requests. Depositions are particularly expensive.
this is a big law firm with lots of resources, they can crank out motions like a meat grinder, they can have ASR reeling and ASR's lawyers, if they have any, bouncing off the walls trying to respond.
Like I said fun to watch.
DOG, I am curious as to what Tecnimed's Lawyers will do next.
Seeing as they represent the likes of NIKE who are extremely aggressive in protecting their IP and trademarks, this could be a fierce onslaught against ASR and it mismanangement team.
in response to sheeple o plenty who wrote:
Second, the Market cap is not $50k as you have indicated. It is actually $315,032
as i said last Friday we would see what it was today
well its $201k. it has dropped 47% in 4 trading days....
in response to tradesharkin who posted:
i knew it! no wonder there's 21 million shares on the bid right now...nobody's buying this bankruptcy scare your selling :)
You caught me! I confess that this whole thing is a made up story so that I can buy cheap shares.
i apologize for bringing in a federal bankruptcy judge, a federal trustee and the dept of justice..they all wanted shares too
Dog, my good friend in Manhattan, has told me that the federal bankruptcy judge is a paid basher, and the same goes for the federal bankruptcy trustee who is an employee of the us dept of Justice, this is all a basher scheme so that these federal officers can buy cheap ASR shares.
EDIT: The other question is, do you believe that the ASR involuntary CH7 petition filing is real?
I have confirmed that it is through the PACER system. Maybe you should check for yourself.
Granted I pay a hefty fee every month to access PACER. But I happen to prefer facts as to hyperbole or outright untruths.
The truth be told is that it's .08 cents per page capped at $2.40 per case.
Really cheap money.
HEY DOG..I'M OFF TO BURN SOME FUEL ON THE BOAT. CAN'T WAIT TO SEE WHAT HAPPENS TOMORROW!!
RE-EDIT: because its all false, the bankruptcy court, the trustee and everyone involved must be in a very big conspiracy so the can buy cheap shares.
AND OF COURSE THE BANKRUPTCY JUDGE IS INVOLVED AS WELL
But perhaps, the answer to your question is that people like playing Russian roulette with their money or don't mind playing along with a scam.
by the way, nice to see that they (ASR) have not complied with the SEC's 48 hour rule on disclosing adverse material events,
I venture to say that the SEC and FINRA will see an Involuntary CH7 petition as an "ADVERSE MATERIAL EVENT".... you think?????
yes sir, you are 100% correct on all counts.
dog, it is highly incredulous for ASR and it's management to take a position that they (ASR) did not know this Involuntary ch 7 was coming.
That simply does not pass the smell test. Therefore if is is proven to be the case that they had been told in writing or orally, or that their counsel was advised, they perjured themselves in the filing of the Feb 24 8K.
Therefore in my opinion, they are now looking at a whole series of bad to worse scenarios.
As a long time investor in true start ups, emerging and developmental companies "THIS AIN'T MY FIRST BBQ".
I have been the petitioning creditor before.
Ol Doc can fill you in.
These individuals (Roth and Faber) are in a world of fecal matter, as I see it. I also believe that they are as inept in these areas as Roth is in running a lemonade stand.
in response to grumpy fan who wrote:
You are exactly correct medicineman. I was wondering when someone was going to say it. Their assets were transfered to a private entity. They were trying to protect them before filing chapter 7. A judge will easily recognize that and deny them protection under chapter7 due to the timing and ongoing litigation. What the people on here are buying shares of is a shell company at this point. Greed has no bounds. [/b]
the ch 7 filing was an involuntary filing by a group of their creditors.
i doubt they would have exposed themselves to the scrutiny by filing their own ch7...
That would have been very risky.
In response to nickelback who posted;
Nickelback Member Level
Share
Tuesday, February 14, 2012 4:41:20 PM
Re: makeamint2 post# 53885
Post # of 54049
ASFX (.0026) up 30% Today! Chart looks ready for another Run up...
http://stockcharts.com/h-sc/ui?s=ASFX&p=D&yr=0&mn=6&dy=0&id=p11484152240
What are your thoughts regarding a run up in light of today's news about the CH7 filing?
EDIT: REMEMBER MY WARNING OF A COUPLE OF DAYS AGO THAT THIS MOVE OF SELLING THEMSELVES THE ASR ASSETS WAS VERY ILL ADVISED....(READ STUPID)....
THE INVOLUNTARY 7 WAS A STROKE OF GENIUS.....
THIS MAKES IT VERY EASY FOR THE CREDITORS AND SAVES THEM A TON OF MONEY.
THE COURT AND THE TRUSTEE WILL DO ALL OF THE WORK AND THEY ARE LITERALLY IMPOSSIBLE TO STOP FROM LOOKING EVERYWHERE....AND I DO MEAN EVERYWHERE.....
IMPORTANT EDIT: this is the worse possible case scenario for the insiders, the trustee has literally unlimited investigative powers..all of the promoting and "buy more" PEOPLE ARE IN A FOR A VERY TOUGH AND VERY ROUGH COLONOSCOPY.......
There is no way for ASR or the individuals to stop this... no way. The best case would be that they can appeal AFTER the trustee does it's due diligence. And In my opinion that due diligence will lead straight to an SEC investigation and DOJ prosecution.
Fraudulent Transfers - The bankruptcy trustee also may avoid or recover fraudulent transfers made within one year before the filing. Under the Bankruptcy Code, a fraudulent transfer is a transfer that was made with the intent to hinder, delay, or defraud a creditor. It also includes transfers for which the debtor received less than a reasonably equivalent value in exchange for the transfer. Thus, gifts, assignments, or other transfers made to relatives to shelter certain assets from the claims of creditors in bankruptcy may be avoided by the trustee.
The insiders and anyone associated with the newly formed company are likewise up the proverbial creek without a paddle.. jmho
Oh my oh my!
ASR is in Ch 7....forced by creditors........
Let's see the spin now?
This absolutely guarantees an in depth investigation by FEDS, the trustee has unlimited subpoena and discovery powers
The facilitators are toast, meanwhile the you's and I's of the world will be vindicated...I can't wait to have them investigate the accusations against us for being PAID.....LOL
Will make for a nice slander suit.....lol
When i get the trustee's name I will pass it on so you can contact her/him if you wish....
ASR in involuntary Chapter 7 bankruptcy
http://business-bankruptcies.com/cases/american-scientific-resources-incorporated
i agree, by the way the involuntary ch 7 filed against ASr on Monday by Lanktree basically ends the company. They will likely be prosecuted for fraud and now, the court appointed Trustee will reverse the sham sale.
Bread and water is not a great diet. I wonder how these folks would look in black and white horizontal stripes.
in response to medicineman who posted;
Why would ANYONE be buying this stock? The assets are all gone to a private company (owned by prior directors of the original company - something I'd bet the SEC will investigate), they are still in litigation over the thermometer, debt is beyond belief, etc., etc. You're betting that a non-existant entity will rebound??? What do they have to rebound with?
As has been told to me, currently there are two lawsuits being drafted re ASR, both against the two individuals and the newly formed Delaware corp.
Separate actions are being drafted against ASR BOD.
I also believe that many ASR shareholders will be receiving notification in the next 90 days advising them of a class action effort, if the federal court (Southern District of NY) certifies the class, it will be a heck of a show to watch, they will be subpoenaed and also served with a subpoena duces tecum, which will force them to disclose all documentation and records, including bank statements which reflect any payments to or payments in kind to a series of individuals that they believe have participated on online boards to promote on behalf of the company. My guess is that their intent is to implead those individuals as well.
they are probably collaborating with Tecnimed counsel.
dog, please my note to you below
IMPORTANT EDIT:you probably are not aware of the news from early this week. Management sold themselves the assets and left the shareholders holding the bag
check their SEC filings here is an excerpt
btw the new company is a privately held Delaware corp owned exclusively by roth and Faber
On February 23, 2012, American Scientific Resources, Incorporated, a Nevada corporation (the “Company”), entered into an asset purchase agreement (the “Asset Purchase Agreement”) with American Scientific Resources, Inc., a Delaware corporation (the “Purchaser”). Pursuant to the Asset Purchase Agreement, the Company sold certain receivables and certain intellectual property to the Purchaser for a purchase price consisting of (i) $50,000 cash advanced at closing and (ii) a royalty for up to five years from the date of closing equal to 5% of the Purchaser’s net revenues less returns less direct costs and joint marketing money up to a maximum of $4,000,000. Royalty payments will be remitted on the 15th day of each month 75 days in arrears for each calendar month.
The transferred receivables and intellectual property were used to manufacture and market certain of the Company’s healthcare and medical device products, including the Disintegrator home needle destruction device (the “Disintegrator”) and the VeraTemp Non-Contact thermometers. The Company retained, among other things, its Kidz-Med product line, certain trademarks, the right to market and sell the remaining Disintegrator inventory in its possession, its Food and Drug Administration (“FDA”) and ISO13485 compliant facility, FDA approvals necessary to operate as a medical device, repackaging or contract manufacturing business and its goodwill and corporate franchise.
TO doggone, Hi Dog, would you please consider sticky posting this ASR on topic post (see below) which was a direct response to CW / Streett's post dated the same day which today appears a sticky posted. It would seem logical that the two go together, other wise it becomes an unchallenged and possibly a factual mistatement
makeamint2 Member Profile makeamint2
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Monday, February 27, 2012 9:15:58 AM
Re: Streett post# 53995
Post # of 54018
cw, you obviously don't understand that the great majority of that debt has been redeemed by the death spiral conversion shares that have been dumped in the last 60 days. All that volume that was "because something big is up" Well you now know what was up.
In light of the varying points of view, and the fact that I have posted facts and predictions pertaining to ASR that are factually accurate, credible, verifiable, non speculative on ASR all which can be viewed on my posting history here; I welcome and encourage anyone to post something about ASR that is factually positive, credible, verifiable, non speculative news on ASR, Please post
In light of the varying points of view, I welcome and encourage anyone to post something about ASR that is factually positive, credible, verifiable, non speculative news on ASR, Please post
nickel as per your post below, do you believe there is a different surprise than the one from this past Friday?
tia
Nickelback Member Profile Nickelback Member Level
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Tuesday, February 14, 2012 4:41:20 PM
Re: makeamint2 post# 53885
Post # of 54006
ASFX (.0026) up 30% Today! Chart looks ready for another Run up...
http://stockcharts.com/h-sc/ui?s=ASFX&p=D&yr=0&mn=6&dy=0&id=p11484152240
EDIT: I think this was pure unadulterated greed and stupidity... a very toxic combination...this in my opinion, is as radioactive as it gets. Bulk transfer covers past future and potential creditors or claimants.
The Federal judge's ruling that ASR action's through it's management that the Tecnimed claim met the "Bad Faith" standard and his published opinion re "Tecnimed's likelihood to prevail" has sealed their fate.
DOG...A civil "Bad Faith Bulk Transfer" claim under the RICO statutes will be a bear to defend, and with the threat of treble damages that RICO carries..and the incredibly expensive aspect of Federal Courts...this will be something to watch....lol
edit: DOGGONE........If the Tecnimed attorneys aren't familiar with the Federal RICO statutes someone should give them a heads up. The civil part covers this beautifully.
The standard is a "Pattern of Activity" and 2 predicate acts.... This is a no-brainer to pass that test.
They will most likely bring it in front of the same Federal Judge, who in my opinion, based on his prior opinions already sees this as a shady management team.
dog, please understand they were not protecting anything, they stole the assets...they tried to pull a fast one around Tecnimed but I am sure that by the end of the day this coming Friday Tecnimed will file an emergency motion to enjoin them and will likely file a civil RICO action against these 2.
cw, you obviously don't understand that the great majority of that debt has been redeemed by the death spiral conversion shares that have been dumped in the last 60 days. All that volume that was "because something big is up" Well you now know what was up.
i haven't heard from friends of the ASR..re this, the latest ASR shareholder opportunity...amazing...I assume they are very sensitive about all of this...after all this is really great news...
HA! The final wronging OF THE SHAREHOLDERS hahahaha
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 23, 2012
AMERICAN SCIENTIFIC RESOURCES, INCORPORATED
(Exact name of registrant as specified in its charter)
Nevada 333-164517 14-1820954
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1112 Weston Road, Unit 278
Weston, Florida 33326
(Address of principal executive offices)
(847) 386-1384
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On February 23, 2012, American Scientific Resources, Incorporated, a Nevada corporation (the “Company”), entered into an asset purchase agreement (the “Asset Purchase Agreement”) with American Scientific Resources, Inc., a Delaware corporation (the “Purchaser”). Pursuant to the Asset Purchase Agreement, the Company sold certain receivables and certain intellectual property to the Purchaser for a purchase price consisting of (i) $50,000 cash advanced at closing and (ii) a royalty for up to five years from the date of closing equal to 5% of the Purchaser’s net revenues less returns less direct costs and joint marketing money up to a maximum of $4,000,000. Royalty payments will be remitted on the 15th day of each month 75 days in arrears for each calendar month.
The transferred receivables and intellectual property were used to manufacture and market certain of the Company’s healthcare and medical device products, including the Disintegrator home needle destruction device (the “Disintegrator”) and the VeraTemp Non-Contact thermometers. The Company retained, among other things, its Kidz-Med product line, certain trademarks, the right to market and sell the remaining Disintegrator inventory in its possession, its Food and Drug Administration (“FDA”) and ISO13485 compliant facility, FDA approvals necessary to operate as a medical device, repackaging or contract manufacturing business and its goodwill and corporate franchise.
The Purchaser also assumed an aggregate of $1,785,745 of principal and interest owed by the Company under certain of its outstanding convertible notes. The Asset Purchase Agreement provides that if within five years from the date of closing either (i) all of the issued and outstanding shares of common stock of the Purchaser are sold to a third party or (ii) all or substantially all of the assets of the Purchaser are sold to a third party, then the Purchaser shall pay the Company $4,000,000 less any amounts already paid by the Purchaser to the Company as a part of the purchase price described above. Also on February 23, 2012, the Company, the Purchaser and the holders of assumed debt entered into a consent agreement (the “Consent Agreement”) pursuant to which the holders consented to the Purchaser’s assumption of the debt and agreed to release the Company of all legal and financial responsibility, indebtedness and liability with respect to the notes.
Robert Faber, the Company’s President and Chief Executive Officer and Chairman of the board of directors, and Jason Roth, the Company’s Senior Vice President and Director of Business Development and a director, are officers and directors of the Purchaser. The transaction was approved by a majority of the disinterested members of the Company’s board of directors pursuant to Section 78.140 of the Nevada Revised Statutes.
The foregoing descriptions of the Asset Purchase Agreement and the Consent Agreement are qualified in their entirety by reference to the respective copies of such agreements, which are filed as Exhibits 10.1 and 10.2 hereto and are incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information provided in Item 1.01 is hereby incorporated into this Item 2.01 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
they have not won a judgement yet, yes Tecnimed could very well obtain a bad faith bulk transfer judgement and garnish any royalties or get the court to reverse the transaction. Regardless what you say.
Hey Dog! It's somehow fitting that the ASR clown car blew up on the day before opening day of spring training.
I am bemused by the flailing around of ASR's management and their acolytes. They are trying to find a way, no matter how absurd, to spin this as something other than what I believe any clear thinking, credible and straightforward individual would see it as; A massive fraud perpetrated against the common stockholders by management and their abuse of their position and their self serving manipulation of the capital structure, particularly their self issuance of preferred stock.
I now get why Roth surrendered his preferred, in my opinion, an ill advised effort to inoculate himself from the fallout from what, again in my opinion is an obviously premeditated scheme...just saying.
I'm off to the ball park and to enjoy this great late winter Florida weather.
In my opinion, the common shareholders, could theoretically move to enjoin the 2 buyers and the board from effecting this transaction or move to reverse it.
Next they could file a class action lawsuit and create and move to have a class certified.
Many attorneys would look at this and if they can determine that the two individuals who absconded with these assets and certain board members of ASR have assets to pursue, they may well take on a contingency client.
Right now the stock holders have nothing, and in the opinion of a few learned and experienced individuals with on point experience in this area, this may clean up this mess and create an obligation for the two individuals and ASR's board TO THE STOCK HOLDERS, which by the way, said Board of Directors clearly did not act in accordance with their fiduciary responsibility to the corporate charter or the stock holders...CLEARLY.
REGARDING BAD FAITH BULK TRANSFER
Fraud Bases of Bulk Transferee Liability
http://scholarship.law.wm.edu/cgi/viewcontent.cgi?article=1315&context=facpubs&sei-redir=1&referer=http%3A%2F%2Fwww.google.com%2Furl%3Fsa%3Dt%26rct%3Dj%26q%3Dbad%2520faith%2520bulk%2520transfer%26source%3Dweb%26cd%3D5%26ved%3D0CFoQFjAE%26url%3Dhttp%253A%252F%252Fscholarship.law.wm.edu%252Fcgi%252Fviewcontent.cgi%253Farticle%253D1315%2526context%253Dfacpubs%26ei%3DKhBJT4rnEI-psALT3JDrCA%26usg%3DAFQjCNHo_BJEPvdljbFxtGDDKNIqFaPDzA#search=%22bad%20faith%20bulk%20transfer%22
EDIT: I would suggest they (Tecnimed) will likely challenge this transaction as a "Bad Faith Bulk Transfer" on the part of ASF management.
I also believe they will attempt to garnish any royalties. Seeing as how the judge has already opined in his order that A. The company's management acted in Bad Faith, pursuant to the legal standard for that finding. B. The judge also found and stated in his written opinion that ASR would likely lose this lawsuit and that Tecnimed would prevail.
In my opinion and I would venture to say that any litigator would concur with me on the broader issues, this does not bode well for ASR, it's common shareholders, the front company they formed in Delaware or the 2 owners of that company.
Those two elements alone virtually assure that should Tecnimed through it's legal counsel pursue an action regarding "Bad Faith Bulk Transfer", it will most likely, in my opinion result in more damage to the value of the company (such as it is)
They most likely kept the same name in an effort to protect and preserve the vendor numbers with the trade. Without those, even their limited online only distribution goes bye bye, and all that will be left is the international business, which may well be what they anticipate, therefore leaving the FDA and other compliance certifications have no impact.
If they in fact "Steal" the vendor numbers only bad things will happen. If the trade figures it out, they will terminate the limited business that exists. I believe they will find out if in fact the two owners of the new company try to bill and they are dumb enough to try and get paid directly and away from the existing "Lock Box" environment. But then again this scenario would explain why they took the debt with them.
They have clearly separated themselves from the ASFX that the shareholders own common stock in.
This is a different company.
I simply don't see how this is anything positive for the common shareholders.
RE-EDIT: regarding the OS shares please read....the 302 million shares is additional to the 175 million outstanding, OF COURSE IF THE SHARE PRICE CONTINUES TO PLUMMET THE NUMBER OF ADDITIONAL SHARES THEY WILL NEED TO ISSUE MAY SKYROCKET WAY PAST THE 500 MILLION CURRENTLY AUTHORIZED, AS PER THE THE DEATH SPIRAL DEBENTURES..
THIS IS NOT UP TO INTERPRETATION THE LANGUAGE IS CLEAR..ASK A LAWYER
The Company is authorized to issue 500,000,000 shares of common stock, par value $0.0001 per share. As of September 30, 2011, it had 20,770,452 shares of common stock issued and outstanding. Between October 1, 2011 and February 15, 2012, the Company issued an aggregate of 157,040,829 shares of common stock to certain investors in connection with the conversion of $457,761 of convertible note principal. Mainly because of these conversions, the Company’s issued and outstanding common stock as of February 15, 2012 was 175,018,052 shares. The outstanding principal balance remaining on the convertible notes as of February 15, 2012 was $558,832. If the convertible note holders would convert the remaining principal balances at February 15, 2012 in their entirety at the conversion rates in effect on February 15, 2012, the Company expects that it would need to issue approximately 302,000,000 additional shares of common stock.
re market cap I stand corrected...BUT LET'S SEE WHAT IT IS NEXT FRIDAY.