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If Hisc has 1.2 billion shares outstanding , that divided by 50 shares = approximately 25 million shares in new company. Now if those shares are worth 50 cents as Frank touted that is $12.5 million of value. $12.5 million divided by 1.2 billion = 1 cent with Hisc selling for 3 cents. But Actsoft is getting shares, and I assume Hisc is getting shares in new entity, so market value of new entity has to be much greater than 12.5 million. So what is Hisc giving up in value to new enterprise and what is actsoft giving up. Doubt full 300 million shares will be issued, doubt new company worth 150 million. Still hasn't dawned on me how this thing is going to be structured.
Speed.
Pfrenz, thanks for the tip months ago on this stock. Was able to accumulate in the 1.1 to 1.5 range, so I am a very happy camper. Kicking myself for not getting into BKMP when you recommended it though. Best regards, Speed.
Well I guess I hit the nail on the head with the post I am replying to. The insiders got themselves some nice cheap shares....but so did I. GLTA
If a company is interested in merging with another company, normally they get a confidentiality agreement so the price (of Aret shares in this instance) does not go up and the contemplated exchange ratio can be met and the deal consummated.
Yet in this situation we have Aret issuing a press release that they are a merger candidate causing the share price to multiply. Why? To kill the possibility? For insiders to dump? And if the merger is inked, couldn't it be at less than the current market price of aret exchange ratio wise?
If one thinks that the ceo was naive about the result of announcing a reverse split, and the price is now significantly lower, isn't the ceo's intended goal price share wise now unobtainable which in turn may make him abandon the split ?
If one does not think the ceo was naive, and knew the result of such an announcement , what was the real purpose? Perhaps Cannes got a few deals brewing where outsiders wanted in on the cheap at float owners expense.
JMHO.
Here is another mini golf game you might enjoy . One can eventually make par on the 17th.
http://games.myspace.com/index.cfm?play=399B6373
Does anyone have access to the online UCC filings for California? If so could you check to see if SAVI has given any security interests in the recently acquired equipment. TIA
Question:
Could the company be paying for the necessary equipment with new shares which are then immediately sold by the equipment seller into the market to obtain cash?
Milbrook Manor is north of 192 so it has to be in Lake County, Florida. It is in the Four Corner Areas (where Polk, Lake, Oscello (sp) and Orange County lines meet. I live in the area. 1400 square foot new homes in the area three years ago could be bought for 115,000. In late 2005, the same house went for $250,000, today probably $225,000. Milbrook Manor is off Hwy 27. Subdivisions are popping up like daisies. In the four corners area itself , newspaper articles have stated that population will grow by 250,000 in next 3 years. Impact fees for housing permits have in three years gone from about $4,000 to $15,000. There are water restrictions in place. Subdivisions seem to sell out within 6 months. However, there appears to be a slow down in the market. Existing units are on the market a lot longer. TV news shows the Miami Condo market and Tampa market is slow. Things could pick up shortly. The 4 corners area has a lot of Brits. They buy when the Euro is strong (which it is right now). It seems real estate prices went up dramatically after the hurricanes struck. A $1500 shingle job became $8000. Shortage of contractors, all trades prices went up as did the cost of concrete and lumber as a result for new construction. If things don't pick up though, prices are going to fall and a builder could be caught holding a lot of inventory at higher costs. The water temperature of the gulf of mexico is very high which is going to create some powerful hurricanes again this season. The 4 corners area got directly hit by Charlie and tail winds of two others in the last 3 years. Before that the last hurricane that hit the area was in 1960 about the time disney picked up 60,000 acres at $100 an acre. It seems people from the Northeast are relocating to central florida as opposed to the coastal areas because of the hurricane threat. Good luck with your investment, but buy some NLST.
This is what your coworkers feel like doing to you. Perhaps this will motivate one of them to do something about it.
http://www.ebaumsworld.com/girlsinging.html
This is what your coworkers feel like doing to you. Perhaps this will motivate one of them to do something about it.
http://www.ebaumsworld.com/girlsinging.html
I see that one put up for sale 900,000 and the other 850,000 shares of whai back then. Are you implying the fraud started back then as to the bogus selling of shares and that the brokerage house they worked for is yet another deep pocket? Haven't found page 12 item f yet.
what else can any defendant do but try to appear confident that they will prevail while their lawyers suck every dime from them. LOL
The federal rules of procedure basically allow one to plead that there are other plaintiffs with the same cause of action against the same defendants which all involve the same facts that have to be proved i.e a "class". If the judge agrees, it becomes a class action. I am somewhat confused here, cause I thought this was just an amended complaint of the class action filed last fall. Whatever, it will become a class action with no problem.
As to the transfer agent. If I remember correctly there was a few days delay after the August 17 -18 capitulation before the company announced there was a problem with the share account. And the market was completely kept in the dark as to the number of outstanding shares this whole time. IMHO I believe anyone who bought after the 18th has the right to also sue the transfer agent and the accountant and REM with a different class action lawsuit. Both had a duty to come forward and tell/warn investors of the large discrepancies in the share count and they did not, all to our damage. Perhaps Pig would be kind to discuss this possibility with her people.
Not that eazy to move assets anymore with the money laundering laws, especially when capital gains may be triggered as a consequence. Just digs the hole deeper.
Also, remember that in a civil case REM has to testify. He can plead the Fifth Amendment, but if he does he basically loses the civil case. But how can he even have his deposition taken when the sec, irs, and fbi breathing down his neck ? Does he provide the very information that puts him in jail? Moreover, family members and other cohorts have a vested interest in seeing that he doesn't speak. Get my drift? So the civil case may be settled pdq. Enormous amount of pressure on REM as soon as he is noticed for a deposition, which will be done shortly. Speed.
Forgot to mention for a while that whai is generating $180,000,000 revenue a year. Hope those desiring to reorganize whai knew about the new allegations before yesterday.
So people, if there are deep pockets with which to settle the class action lawsuit, once capsource is refinanced, what is wrong with whai to prevent someone from reorganizing it?
Eventually the family members will be added as defendants to recoup what they received out of the illegal stock sales on theory of unjust enrichment, if not, conspiracy to defraud. JMHO Speed.
WHAIQ. One to watch. The stalking horse bankruptcy bid process should be nearing completion. Rumored that there are competing bids and auction process was amended to include sale of company not necessarily in whole but by divisions. 78,000,000 shares outstanding at .005 . Interesting article follows.
Ex-CEO of World Health accused of fraud
Shareholder lawsuit claims Richard McDonald manipulated books on taxes, number of shares
Saturday, April 22, 2006
By Len Boselovic, Pittsburgh Post-Gazette
Former World Health Alternatives co-founder Richard E. McDonald enriched himself by millions of dollars at the expense of shareholders of the troubled Wilkins-based medical staffing firm, according to a lawsuit filed yesterday in federal court in Pittsburgh.
World Health's shares tumbled last August after Mr. McDonald resigned and the company disclosed significant accounting discrepancies. The firm subsequently sought bankruptcy protection in February.
The lawsuit, filed in U.S. District Court on behalf of shareholders, says the fraud was possible because Mr. McDonald acted as both chief executive officer and the top accounting officer, eliminating the controls companies typically have on their accounting.
It alleges Mr. McDonald's manipulation of the company's books included obscuring the fact that the company wasn't paying federal payroll taxes by creating a bogus loan from himself to the company. The loan balance reached as much as $3.6 million, but was subsequently reduced as the company repaid a loan that was never made, the lawsuit states.
A search of Mr. McDonald's office after his sudden departure unearthed a personal brokerage account valued at $40 million, the lawsuit states. World Health stock accounted for about $22 million of his portfolio. Shareholders attorneys question how Mr. McDonald, 32-years-old at the time, could have accumulated such a sum. They say he had never been paid an annual salary exceeding $200,000 and had not reported sales of World Health shares.
Mr. McDonald, whose five-bedroom Murrysville home is for sale at a list price of $594,000, also inflated revenue, according to the lawsuit. In the first quarter of last year, he told then Chief operating officer John Sercu that a reality TV show was willing to pay $1 million for the right to film World Health employees on the job. No such offer was ever made, but the $1 million was included in the company's results, the lawsuit states.
He also included the first few days of revenue a subsidiary received in the next quarter in the prior quarter's results. That deceived investors into thinking World Health could achieve its earnings forecasts, the lawsuit states. The subsidiary's costs during those first few days weren't included in the results.
Mr. McDonald also manipulated the number of World Health shares outstanding by editing the official list of shareholders kept by the company's transfer agent, Manhattan Transfer Registrar Co., the lawsuit alleges. He deleted entries from the list, thereby reducing the number of shares, which had the effect of increasing World Health's earning per share, according to the lawsuit.
Shareholders lawyers believe shares that were deleted were sold by Mr. McDonald, possibly through family members, friends or members of his church.
Daszkal Bolton, World Health's former auditing firm, never verified the shareholder list through Manhattan Transfer, the lawsuit states. The transfer agent noted that the number of shares in the company's securities filings didn't correspond to its list, but did not question the discrepancy, the lawsuit states. The lawsuit lists the accounting firm and transfer agent as defendants.
Some of the allegations are based on an interview with a former World Health officer who participated in a company investigation after Mr. McDonald left. The lawsuit indicates the FBI is investigating, as well as the Securities and Exchange Commission.
It is an amended version of class- action lawsuits that were filed against the company, its directors and other parties in the wake of last August's disclosures.
--------------------------------------------------------------------------------
(Len Boselovic can be reached at lboselovic@post-gazette.com or 412-263-1941. )
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Well if REM issued another 20 milliion shares to himself and family say and sold at average price of $3 a share that is 60 million dollars of whai's money. If whai issued legitimate stock the proceeds would have gone into the company accounts. See my point? It belongs to the bankruptcy estate, and someone should ask the trustee to file a lawsuit against REM, the transfer agent, and the accountant, and the church. Yes Pfrenz, I think the whai stock is undervalued. Will you give others a chance to buy more? Question, do you have enough to elect yourself to the board yet?
oh forgot. mordicai is speedbump. for some reason can't seem to get anything posted under that alias and gave up trying.
Very interesting...has anyone yet filed a law suit against him under a "constructive trust" theory? $30,000,000 plus $5 million eom insurance, plus accountant's insurance, plus challenges to palisades and bristol claims, plus possibly a higher auction sale price means even after settlement of class action...something for the common .
The docket sheet indicates there were a few objections filed on the motion to approve the auction process. I suppose these were heard today. Unsecured creditors committee wanted got financial experts appointed. Motion to convert to Chapter 7 could mean company going to be sold off in pieces instead of whole, or its whai's way of saying nothing left to reorganize. Were the hearings continued to another date?
The press release clearly said that Hisc purchased the shell company. That means Hisc currently owns all the common shares. Just because shares in the shell are being issued to pay for some of Hisc's assets to Hisc shareholders, does not mean that dividend is going to divest Hisc of owning any and all shares in the shell. So Hisc is going to have assets namely a large percentage ownership in the shell company even after the dividend. The shell company will be owned by Hisc itself, Hisc shareholders, and Actsoft (or Actsoft shareholders). The dividend to Hisc shareholders was probably done to 1) save hisc taxes; or 2) satisfy Actsoft that the merger is even handed from their standpoint i.e Actsoft is not giving up more than it is receiving. All this deal does is shuffle the assets around. In the final analysis, Hisc will own a large chunk of a shell that owns Actsoft and part of Hisc assets. In my view that makes Hisc a lot more valuable than it is today, because until this deal is done Hisc does not own any part of Actsoft.
The way I read the press release is this. Hisc purchased a shell company and currently owns all the outstanding shares of that shell. Hisc then entered into an agreement with the shell and sold part of Hisc's assets to the shell. The shell is paying for those assets by issuing 1 share of shell stock as a dividend to every Hisc shareholder for each 50 Hisc shares owned. So the shell now has assets. The next step is going to be for the shell to enter into a purchase agreement with actsoft to buy all of actsofts assets and pay for those assets by issuing shares in the shell to actsoft. Or the shell will just exchange the shell's share for Actsoft shares. So in the next weeks, the shell will be owned by Hisc, Actsoft or Actsoft shareholders, and Hisc shareholders. If the shell company stock takes off, so too shall Hisc stock, because Hisc will own it. This is somewhat similar to the Wheaton River Minerals deal. The market was not giving wheaton river appropriate value for its silver holdings and income. Wheaton river bought a shell company and entered into an agreement with the shell whereby wheaton river sold all of its silver output to the shell (now known as Silver Wheaton)at a fixed price. It became the only company which is exclusively a silver play and as the share price went up so did the share price of wheaton river. Wheaton river then merged into Goldcorp. In Hisc case, I would imagine to satisfy ACTSOFT that it was not going to give up more than it received, if it merged, the shell had to be funded with some assets. The dividend to Hisc shareholder disperses the stock quickly among many hands to facilitate trading the new shell company so everyone benefits including HISC itself. Hisc shares will go up if the shell stock goes up.
No merger papers have been filed yet with the florida secretary of state.
http://www.sunbiz.org/scripts/cordet.exe?a1=DETFIL&n1=P04000116061&n2=NAMFWD&n3=0000&...