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If your job as a "naysayer" suddenly looked like it was in jeopardy you'd be raising quite a fuss too
Makamai
DB2 - Just a lot of wishful thinking and bluffing on Joe's part. As Dooley stated, Preferred shares without a board resolution (which would have to be in the corp books) are worthless. Therefore, any preferreds that are out there in cert form are worthless. These types of supporting documents, in the corporate books are what prevent certificate forgery. Take it to da bank!!
Makamai
Dooley - certain BEARS do not wish to be confused by the facts, they would rather spew baseless FUD thereby keeping the pot constantly stired up. ...as has been stated by you and those who know the operations of the GJ, they are in session to determine if certain past QASP managers should be indicted for various illegal and fraudulant acts. They have no interest in or juristiction where the "company" itself is concerned.
Makamai
Cat, I think there's a 'BEAR' lesson here somewhere.....Its my life......
Jim01 - It would appear that the scenario you have presented is flawed because of your assumption that the A/S as well as the O/S would be reduced during the merger and subsequent R/S. The A/S is the authorized shares and from that a company can issue up to but not exceeding that amount of shares. If there was a simple 1 for 4 reverse split at time of the merger, the A/S would remain at what it is now, only the O/S (outstanding shares) would be initially reduced affecting the present issued shares. Since the A/S has not been affected the company could issue restricted shares to the merger company up to but not exceeding the A/S which is still at 1.5B. So now you have reduced the float to 375M in your example, but the O/S has been raised back to what the A/S was before the merger and Centaflix would have 1.125B restricted shares.
The company does have other options which would allow them to reduce both the present A/S and O/S since the NR stated that the final allotment would be determined at the time of the merger. The only thing we know for certain is that Centaflix will own 75% of the after merger outstanding shares, and existing QASP shareholders will own 25% of the after merger shares which will be the total float. As an example, the O/S could be set at 800M with present shareholders owning the float of 200M shares and Centaflix owning 600M of restricted shares. Now the A/S could be reduced to as low as 800M which would also be the after merger O/S in this example. In this example to affect a 800M O/s there would need to be a 1 for 7.5 shares reverse split.
Hope that helps,
Makamai
Personally only the fudsters ever suggested anything different, but its good to see it stated in writing and filed as public knowledge just the same.
Makamai
The following is in regards to NHSH shell with DD to locate the financial report performed by Britpack… Notice under plan of operation there is reference to a merger target.
http://www.otcmarkets.com/otciq/ajax/showFinancialReportById.pdf?id=44579
Item XVI Management’s Discussion and Analysis or Plan of Operation
A. Plan of Operation
There may be a need to raise capital, but the management believes sufficient funding is in place to accomplish the goals of the business plan, which is to complete a merger target.
From the following document, it would appear that this filing was made today by the law offices of and signed by David E Price.
http://www.otcmarkets.com/otciq/ajax/showFinancialReportById.pdf?id=44620
In preparing this letter, I have examined such corporate records and other documents and such questions of law as I considered necessary or appropriate for the purposes of rendering this letter; including the Articles of Incorporation and Bylaws as well as the Quarterly Report of the Company as of December 31st, 2010, filed on February 25th, 2011.
So the question one asks oneself, is what does Jeff have in mind wrt NHSH merger referred to above?
Makamai
Howzit Buddy - It also refers to intent to merger under Item XVI Management’s Discussion and Analysis or Plan of Operation
A. Plan of Operation
There may be a need to raise capital, but the management believes sufficient funding is in place to accomplish the goals of the business plan, which is to complete a merger target.
Nice work Britpack
Makamai
See what those bears can do to you - they can really mess with your brain (lol)
Makamai
Well if you are into deep sea fishing, after QASP runs you can afford move over here and join me. The temperature never drops below +55F, and if your heart is strong enough to handle, there is poetry in motion about everywhere you go
Makamai
I had mine bear battered just an hour ago (for real)
Makamai
I don't think there is any question that the shares Centaflix gets will be restricted since they were not purchased in the open market and are part of a RM. If I understand the criteria that was posted earlier tonight correctly, Centaflix shares will be restricted for 1 year vice 6 months. I definitely agree that Jeff, as he has stated all along, takes his fiduciary responsibilities to the shareholders extremely seriously, and will bias any dealings towards the shareholders best interests.... couldn't ask for much more than that..now if we could only expedite getting rid that present Dean distraction, Jeff could speed up the process...
Makamai
I'm sure one of Jeff and James priorities is to get on a higher exchange and off the stinky pinks as soon as possible following the merger. That certainly would be one way of boosting the SP as part of that process.
Makamai
Keep in mind T that Jeff left the total allotment of shares open in his Jan 27 NR when he stated "The final allotment in relation to the merger is yet to be determined at this stage and will be notified at a later date once it is determined". In my opinion, this keeps the door open for Jeff to reduce both the A/S and O/S at time of merger. My point being that the 375M shareholder float your are stating could be less.
Makamai
It wouldn't surprise me if Jeff were to reduce the A/S at the time of the merger back to 750M as IMO Dean didn't have BOD approval to increase it. For Dean all he needed was the approval of me, myself and I to do whatever he wanted...
Makamai
Hey DB2, I think I can find some Monopoly money laying around and would be glad to donate it to such a worthy cause
Makamai
Dean's behavior is unreal - he seems to think he can do whatever he wants and is above the law. In about a week he is in for a very rude awakening after the GJ evaluates his actions. No one in their right mind would continue to flaunt themselves in the face of authorities as he has and expect it to continue indefinitely. Maybe that's his defense (right mind). Time will tell....Just got to get this behind us so Jeff can concentrate on the business at hand - merging with Centaflix and increasing shareholder value for QASP....
Makamai
Yup, looks like I may have been right - filled the gap and heading back up
Makamai
Probably right - Most likely they need some bucks for some legal assistance about now. The sooner the company can get rid of this distraction, the better...
Makamai
Its definitely time for the next ACT - this one has gotten very old and tiresome already.
Makamai
Those who checked w/TA today said no change, would hope same tomorrow. Like you said, they have been informed to keep it as is so if they changed it, its definitely on them. Just another day in our qasp-opera...
Makamai
Good point - this is most likely his approach to scam more folks so he can scrape up money for court costs....unreal...
Makamai
Time will tell, but you can trust the MMs to fill gaps whenever they have the chance.
Makamai
How ironic and what a joke - Dean Bradley, Chairman & CEO McKenzie Capital Corporation. I wouldn't want to be any of there clients/customers if there are any...
Makamai
Feb 23, 9:00AM is the date of the grand jury convening wrt Dean et al.
Makamai
Buddy - the "Bears" are really getting desperate of late. Distorting the facts, twisting the facts and basically without facts to back up any of their absurb statements. Jeff, on the other hand, is on the path to restoring shareholder value and so far doing it at his own expense. The GJ will certainly take care of the present Dean distraction. So from my viewpoint, QASP's future has never looked better.
Makamai
I totally agree. Jeff focuses on his fiduciary responsibiliy to shareholders as job #1. Dean had no concept of what the word meant, unfortunately.
Makamai
Bang on with your posts today T. What folks need to simply understand is that a prosecuting attorney is not going to make a case before a GJ if he/she isn't certain of an indictment. Once an indictment against Dean is handed down, Dean will no longer be in a position to interfere with QASP business so Jeff and Owens can proceed on schedule with the merger and normal company business. Civil cases, should they arise, are secondary to a criminal case although the plaintiff in a civil case can use a criminal case outcome as evidence of wrongdoing in the civil matter to strengthen their case. As you said, Dean's pride and ego have gotten in his way. When Dean took QASP public, he no longer owned the company, the shareholders did. He refused to accept that. As the saying goes, "there is none so blind as he who will not see".
Makamai
Excellent info from our CEO. It is a breath of fresh air to have someone running QASP that communicates with and has the shareholders best interests in mind while trying to put a business plan together. You certainly have my full support...and I'm certain that of most other real shareholders.
Makamai
Humm No Reg Sho data and only 30K short as of Jan 14 sort of dispells your naked short theory doesn't it...
http://www.otcmarkets.com/stock/QASP/short-sales
Makamai
Bang on Dooley. Its a relief to find someone who consistantly provides a clear analysis of a situation with factual data that hasn't been distorted to suit their own agenda. I'm sure Jeff will be keeping us up to date as things unfold both with respect to Dean and the merger which both parties appear to be totally committed to. It should be an interesting week ahead.
Makamai
I would presume that at the very least, a Cease and Desist order would be issued preventing Dean from further interference with the business affairs of the company. Desperate is as desperate does, and I suspect when reality strikes that he is in really deep trouble, even Dean may want to see the light of day from someplace other than through a set of iron bars and comply with it. Thus IMO a trial which could be a lengthy process won't impact the company and the merger. Without clean hands, he has little recourse against QASP.
Makamai
The real problem for Dean was, and I don't think he has figured it out yet, that once his company went public, he didn't own it any more. It was now owned by the shareholders. However he continued to try and run it like he owned it, with total disregard for governing laws that were now imposed upon him. Unfortunately some folks, and Dean is obviously one of them, only learn the hard way...
Makamai
No fluff here - documents attached. The noose slowly tightens - too bad Dean's pride has clouded his judgement to the extent to make this necessary....
Makamai
Well there is no confusion about the fact that if Dean's ego hadn't gotten in the way and he worked with Jeff, that he could be profiting as well by the coming merger. However you can't fix stupid can you.
Makamai
Well desperate is as desperate does they say. I'm sure Dean will get some reinforced accomodations in the very near future...It will be good to get that monkey off Jeff's back so he can concentrate on much more important business at hand, like completing the merger with Centaflix.
Makamai
Cat - QASP has more drama that the best SOAP. I'm at the edge of my seat waiting for the next exciting chapter in the life of a start up corporation tomorrow.....WOW who would have thunk...
Makamai
Banker - Looks like Tom Favata's prediction is coming true - "...DO NOT BE FOOLED BY DEAN BRADLEY'S DESPERATE GAMES IN THE COMING DAYS I ASSURE YOU JEFF IS IN CHARGE! WE SHALL OVERCOME!...
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=59270527
Makamai
Looks like Tom Favata's prediction is coming true - "...DO NOT BE FOOLED BY DEAN BRADLEY'S DESPERATE GAMES IN THE COMING DAYS I ASSURE YOU JEFF IS IN CHARGE! WE SHALL OVERCOME!...
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=59270527
Makamai