Married
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please show me where they are continuing as the same company and not being sold to a private C corp incorporated in Delaware on Weds the 22nd.
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.
NO NEED, I HAVE BEEN LAUGHING FOR A WHILE
yep, they sold themselves the assets for nothing, after they facilitated a massive pump and dump death spiral
if anything they have exposed themselves to a bulk transfer claim by tecnimed.
apparently they threw $50k into the deal.....
just a royal shafting. Now there is a real possibility that they will undergo significant scrutiny by SEC as well as FINRA. They obviously knew they were going to do this. They formed the Delaware Corp on Weds.
Meanwhile they have been obviously complicit in facilitating the death spiral pump and dump for the debenture holders.
Huge legal and probably at least a criminal review.
WELL, THEY DID IT DOG! MANAGEMENT SOLD THEM SELVES THE ASSETS, AND LEFT THE SHAREHOLDERS HIGH AND DRY.
ASR worth under $50k
to da moon
looking good
good due diligence, I am convinced that the death spiral conversion shares are what we are seeing. They hold off till the close and then fill all of the buy orders. They are pumping up the possibility of news etc.. by all of the mirror trades. If you look at the trade details you see mirror trades or the same scenario you caught, whereby you add up a series of trades and they match up to a specific trade. They don't worry about a .0002 variance as it doesn't add real dollars.
At the end of the day it's a scam and they are now getting reckless.
That is why, in my opinion, the atty and tirotta bailed or were forced out. Not playing ball.
dog, they are in the middle of a massive pump and dump, and the next reverse split is now a matter of when, not if.
Dog, have you noticed the massive ASR form t trades? Its happened a few times in the last week. of course the form T trade does not impact the "official closing price" so they dump massive blocks in one trade, like yesterdays 9,000,000 +, and the fact that they crush the price show's up nowhere
EDIT: thanks for the legwork. perhaps it should reflect the 300 plus million shares that are exposed via the Death Spiral debentures.
It would be a first in the history of Death Spirals if they were not redeemed.
If the PPS continues downward that number climbs significantly. ASR if you include the overhang is already close to the total authorized, so another reverse split (#4)is probably likely sooner rather than later.
Well Dog... I guess I called this pretty well......
So much for the big news, big PR, the Bayer acquisition.....
The death spiral debenture holders have played this beautifully with management's collaboration.....
No big news no big nothing..just a classic DEATH SPIRAL PUMP AND DUMP....
Common outstanding is now at 175,000,000. I guess that should cover the shorts that the death spiral debenture holders have pledged. If the next 375,000,000 come online the pps may be in quint zeros, maybe worse.
this is over a year old, they have already defaulted and some of the death spiral shares have been redeemed
I believe that this is very old.....they are already redeeming conversion shares
Hey Dog! Well, we may be down to the short strokes here. If ASR gets hit with the financial damages I anticipate, the attorneys will want a lot of money up front to defend ASR.....
by the way spring training is in full swing..
it's not a ASR issued PR, so most have not read it...It was issued and released by Tecnimed's attorneys.
Back to the old ASR share passing back and forth to make it appear as though there is a demand.
Time Price Volume Exchange
10:13:43 0.0024 38692 OBB
10:13:41 0.0024 38692 OBB
10:07:33 0.0023 100000 OBB
10:07:31 0.0022 38682 OBB
10:07:21 0.0022 755001 OBB
10:07:18 0.0019 130000 OBB
10:06:59 0.0019 116800 OBB
10:06:28 0.0019 883200 OBB
10:02:57 0.0019 116704 OBB
10:02:56 0.0019 116704 OBB
10:02:33 0.002 11318 OBB
09:51:52 0.002 40000 OBB
09:50:37 0.002 38682 OBB
09:50:10 0.002 181818 OBB
09:49:53 0.0022 181818 OBB
09:49:51 0.0022 181818 OBB
As I posted before (see below) regarding the Tecnimed lawsuit against ASR, this is far from over and will likely result in huge financial penalties and costs;
makeamint2 Member Profile makeamint2
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Wednesday, February 08, 2012 5:19:42 PM
Re: Artiztic1 post# 53853
Post # of 53910
EDIT: dollars to donuts, that they get hit with mid six figures punitive damages, plus a full hit on plaintiff's legal costs and attendant expenses. The two combined could very EASILY exceed $1,000,000 plus. Before you harrumph and scoff, go get informed, ask an actual litigator and also have him look up in MH the two firms that represented Tecnimed SRL.
Once the judge commented on page 16 of his order within section 5 that ASR management acted in bad faith and that in effect they caused the recall and litigation by ignoring the cease and desist, that pretty much tells you how this is going to play out.
You show any litigator worth his salt, that order from a Federal Judge that goes so far as to say that the plaintiff's will likely prevail in their claims and further states that he is rejecting plaintiff's plea that the recall would cause significant financial harm, he rejects their mercy plea by saying "you brought this on yourselves"... ask any litigator...
I would not be quite so cavalier.... this has yet to really have its full impact materialize
CW, I am not sure why you seem surprised, the Judge telegraphed that ASR would likely win the lawsuit based on management's actions and bad faith.
good, since you confirm that you have reason to believe news is coming on ASR, would you share that with us?
That question pending, I agree that the ups and downs have nothing to do with ASR's operational realities and it's abject failure as a company and that of it;s management. We agree.
BIG NEWS OUT ASR AT 52 WEEK LOW
GAIN HAS ALL DISAPPEARED...2 DAYS...FAST WIPE OUT EVEN FOR ASR.
87% PPS gain wiped out of ASR common in 2 days
do you have any reason to believe this? What makes this different than the many times others have said similar re ASR?
I do not believe there is any real material news re ASR.
There are good penny stocks to play with. I believe ASR is a vapor.
That was fast...ASR is off almost 40% from the high of .0033 yesterday. No news, no BIG PR, no earnings report,
no big spread........ same baseless hype, same tired old story with ASR and its promoters...lots of shares dumped....
That's really really good, I have posted on here many times that this is a trading vehicle, not an investment. If you simply focus on making middles and maintain discipline you can make money here. What I don't let slide by is when posts are saying what a great company ASR is and a big deal is around the corner,or a big PR... simply don't buy that junk
Good for you.
Good for you!
I think that's great! However if you choose to hold it long (more than 24 hours) my guess is you'll give back your gains in ASR
there have been a few one or two day run ups like this in the past 2 years, The last was 12.28.2011..shot up to .02 and lost all plus some more within 3 weeks. From what i have tracked the run ups coincide with a registration of common shares borne out of a whole bunch of Death Spiral Convertible debentures (check the (13g filing with the SEC). To me that would indicate that they are pumping up and then dumping a whole bunch of share which of course dilutes everyone. This is in my opinion a great opportunity to sell off shares if you are holding any.
Stock has lost 99% of its value in the last 9 months after a 1:200 reverse split. Outstanding shares have about tripled since the reverse split.
You are 100% correct. ASR common shares are an opportunity to make a middle that is totally unrelated to the realities of the corporation and its abject failure as an operating entity. I hope you do well.
ASR boards have been extremely silent, but as others have said this is the week (again) that big news is going to break on ASR, maybe the Bayer buyout rumors and insinuations will come through this week....again
How da heck are you Dog?, enjoying the Florida weather here.
Massive dumping...24,000,000 shares moved around today. That's the pre split equiv of 4.8 billlion with a B.
Something strange going on with the float.
When Southbridge registered their 5 million plus shares the cap table said they would own 9.999% of the outstanding post effective.
Behind them came Granite and gave notice of conversion shares registered for approx 10,000,000 shares of common. That puts us at 61,000,000 give or take
Doggone: Pre split equivalent PPS is .0000435
PPS has lost 99.76% since the 1:200 Reverse Split a few months back.
Pitchers and catchers report in 10 Days!!
EDIT: dollars to donuts, that they get hit with mid six figures punitive damages, plus a full hit on plaintiff's legal costs and attendant expenses. The two combined could very EASILY exceed $1,000,000 plus. Before you harrumph and scoff, go get informed, ask an actual litigator and also have him look up in MH the two firms that represented Tecnimed SRL.
Once the judge commented on page 16 of his order within section 5 that ASR management acted in bad faith and that in effect they caused the recall and litigation by ignoring the cease and desist, that pretty much tells you how this is going to play out.
You show any litigator worth his salt, that order from a Federal Judge that goes so far as to say that the plaintiff's will likely prevail in their claims and further states that he is rejecting plaintiff's plea that the recall would cause significant financial harm, he rejects their mercy plea by saying "you brought this on yourselves"... ask any litigator...
I would not be quite so cavalier.... this has yet to really have its full impact materialize
I hope for the sake of the true investors, that this ASR situation gets sorted out. I really feel bad for Tirrota.
Thanks, I'll try and double check, but I'm pretty that its at least 60 mill, but your details seem tight. Not that it really matters.
DOES NOT INCLUDE THE SHARES GRANITE CONVERTED FROM THEIR DEATH SPIRAL DEBENTURES, 9,600,000. IT WAS FILED WITH sec
This is a great show for companies, there is an immense amount of on site buying, the visitors usually come prepared with everything including pro forma letters of credit. probably the biggest cash cow of its kind for vendors. visitors come from all over the Middle East, Europe and Africa. Even some US based buyers attend because of the "profitability optimizations" that are common in the UAE.
I will be interested to see a Press Release about their actual sales.
i remember this distributor announcement from about a year ago.
the orders added up to $110k. +/-. So we'll see when the 10K comes out how they did beyond that in q4.
MAJOR EDIT: Bobo, firstly, this lawsuit against ASR is still pending, secondly significant awards both compensatory and punitive could very easily put the final nail in ASR's coffin.
Thirdly, in his detailed opinion and order, the Federal Judge opined that based on the facts of the case, Tecnimed SRL, would likely prevail on this lawsuit
Again you can read it or not. But when a Federal Judge includes in his order, his opinion that the defendant acted in bad faith and would likely lose...call me crazy, but I think that is highly indicative of where this is headed. And since the company has repeatedly stated in ALL of their filings and disclosures that they only have enough cash to survive 30 days, as the Federal Judge wrote, his finding that the company is insolvent and that a finding of culpability and the attendant financial reward would likely result in ASR's bankruptcy.
Or you are free to believe that Bayer the $60,000,000,000 company is secretly working to buy ASR.... again.....this company that has a market cap of about $65,000 (the price of a used Mercedes) that is mired in Death Spiral financing debt, and has no retail shelf distribution except a few Best Buy test stores that have resulted in nothing.
Since bankruptcy results in all common shareholders getting wiped out, you could infer that this is significant..or not and that these are ACTUALLY wonderful reasons to throw money against this corporate jewel, in which the common shareholder were taken out of the equation and now have no legal rights to express their opinions via their proxy vote...I may have forgotten to mention that mid 2011 the insiders voted themselves Preferred Super Voting Stock, that makes it unnecessary to seek shareholder approval for anything and likewise impossible to remove any officers, directors etc. Of course shortly thereafter they executed a 1:200 reverse split wherein they never sent out proxy statement nor held a shareholder meeting to vote on this extreme and common shareholder oppression tactic...
Lastly and most relevant, a poster on here said that I had fabricated this and could not provide any proof.