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marketbear, you're confusing QTN rights with TMM rights. TMM was a holding company. TMM never "broadcasted" anything. QTN was a TMM private holding that broadcast programming. QTN may have had rights to Shortbus, TMM never did.
Have a great day all.
Strider, that's nonsense. A public company first discloses their business address by way of the 15c211. All updates/changes are material events and must be disclosed to common shareholders by way of 8k, or if non-reporting, a PR. You can also legally obtain that info through the registered agent listed in the company's corporate filings. I have no idea where you get your info from. TMM is defunct. Ask the registered agent. Here's the address you tell us TMM "never had".
A Washington Corporation
July 20, 2000
Information Provided Pursuant to
Rule 15c2-11 of the Securities
Exchange Act of 1934, as Amended
<iCORPORATE INFORMATION REGARDING
Triangle Multi-Media Limited, Inc.
A Washington Corporation
July 20, 2000
The following information is being provided to interested broker-dealers and others pursuant to
Provisions of Subparagraph (a)(5) of Rule 15c2-11 Promulgated by the United States Securities
and Exchange Commission pursuant to the Securities Exchange Act of 1934.
1 . Exact Name of the Issuer and Its Predecessors.
Triangle Multi-Media Limited, Inc., a publicly held Washington corporation (the
"Registrant"), was originally organized in the State of Washington on May 8th, 1951, under the
corporate name Puget Sound Development Co., Inc. Its name was changed to Integrated Health
Care, Inc. and to Triangle Multi-Media Limited, Inc., on September 28, 1999. On September 28,
1999, the Registrant changed its name to Triangle Multi-Media Limited, Inc., its current name,
and on August 3, 1999, the Registrant reincorporated into Washington through a statutory
merger with a wholly owned Washington subsidiary in reliance on the exemption from registration
requirements of Section 5 of the Securities Act of 1933, as amended, provided by Rule 145(a)(2)
promulgated thereunder.
2 . The Address of its Principal Executive Offices.
1000 East Tahquitz Canyon Way
Palm Springs, California 92262
marketbear, TMM can't file for BK protection because TMM has no assets left to liquidate into cash to pay off creditors. All of QBID's stock and assets were liquidated to pay-off the toxic financiers.
Ch 11 is a court devised payment plan after liquidating all assets into cash.
Oi, offshore simply defines a corp not incorporated in the US. Canadian corps are all offshore.
dkgross, the proxy was voted on 12/99. The last class of preferred approved by the common for the toxic financiers matured in 2005. That is when the financiers seized control of TMM with supervoting rights and exercised their liquidation rights. Frankie Olsen converted his 53% of the voting stock to preferred convertible shortly after and joined the VC's in the liquidation. 5 a/s increases ensued and all assets transfered to Frank and Valcom officers.
You have to remember that TMM is a reorganization of ITHC.
http://web.archive.org/web/20001204173000/www.qbid.net/proxy.htm
Triangle Multi-Media Limited Inc.
Proxy Vote Tallies 12/27/99
(A) For Ratification of name change to Triangle Multi-Media Limited Inc.
FOR : 147,768,347
AGAINST : 30,205
ABSTAIN : 13,650
(B) For Ratification of the new capital structure of Triangle Multi-Media Limited formerly known as Integrated Health Care Inc. to authorize the corporation to issue 300,000,000 common shares at no par value, and to create a class of 20,000,000 Supervotiong Preferred Stock at a par value of $.001 per share and convertible at the option of the holder on a 10 for 1 basis with preferential treatment in liquidation.
FOR : 147,392,813
AGAINST : 181,480
ABSTAIN : 257,909
http://web.archive.org/web/20010306115708/www.qbid.net/notes.htm
On August 30,1999 pursuant to a plan of reorganization Triangle Multimedia Limited issued 13,277,566 .001 par preferred shares for the acquisition of all the outstanding shares of Palm Springs Television Studio, Inc. At that time the total outstanding shares were 71,494,534.
strider, how can there be a merger when there is no company in the corporate shell to merge with? For a merger there must be two companies. The target company must have a tender or exchange offer that the common approve by proxy. No company will merge with TMM even if it wasn't BK and defunct. There are considerable liabilities that would be acquired. What Cinemax wants is to acquire the QBID public vehicle to trade Cinemax. That still requires a tender offer to QBID common shareholders.
InAnotherLife, the "name" of the group that was financing QBID/TMM was called the "Olsen Division" and was disclosed by Joseph Pittera, the ex-president of QBID/TMM.
The "need" for a merger is because TMM and QTN are two seperate legal corporate entities. They both have their own stock. QTN's stock was wholly owned and privately held by TMM. If QBID common shareholders were to get equity in QTN, QTN and TMM must've done a business combination and equity swap. That never happened. Frank promised audited financials for it to happen, but it was all lies.
The corporate shell is what was incorporated in WA. The public vehicle is the o/s.
QTN is a legal seperate entity by way of it's incorporation in WA as well. Note both TMM and QTN have their own UBI numbers and are seperate legal entities.
The VC's were paid off per the terms of the toxic financing agreement that shareholders ratified by proxy in December of 1999 and disclosed in the HM Richards audit posted on QBID's website.
They "automatically get paid" because the common shareholders approved them supervoting rights. They controlled QBID after exercising those rights. Then they exercised their liquidation rights for their ROI. Frank converted his 53% of the o/s to preferred convertible liquidate his stock in the liquidation. The 5 a/s increases were due to the stock required to pay-off the financiers and Olsen.
Fan supposedly "took control" post liquidation. Shareholder approval would be required for that. Seeing there was no shareholder approval or proxy, it suggests the financiers with supervoting rights appointed him.
InAnotherLife, I'm not Fisty. That's #1. #2, your long-winded posts add to the fisty phenomona. If her lover really lost money here, what does that have to do with the merit of her DD? Your posts are long-winded and say little, yet you have every right to post them. One can simply skim over them if they can't endure them. What is the merit of deleting or limiting posts of voices you disagree with? I don't get that. It sounds fascist.
Fan is just one individual involved with Obion and Fat Frank's. They are recidivist stock scammers. Theses scammers have their eye on the QBID public vehicle. They want to trade their offshore Cinemax venture through the QBID public vehicle. The corporate and public shells are empty. The corporate shell is full of liabilities Cinemax would not want to acquire.The value is the trading vehicle. A R/S and a bid could result in one more trading bonanza for the insiders.
Redfisher, define my "double talk". A bankruptcy is the inability of an entity to pay off debt even after liquidating all of it's assets into cash. TMM liquidated all of its assets to pay-off its toxic financiers. There are no assets left to liquidate into cash to pay-off creditors. So TMM cannot seek BK protection from the court.
Where am I off? And, what does being a director have to do with this? The liquidation clause and the toxic financing terms were disclosed by the company and approved by the shareholders.
Redfisher, we all know TMM liquidated its assets to pay-off the toxic financiers. Liquidation is followed by Bankruptcy. Even Tony Gouveia stated TMM has no more assets. There is nothing to liquidate into cash to pay-off creditors. There is nothing to liquidate into cash to pay-off the shareholders. If TMM declared a bankruptcy and sought BK protection in the court, it would be doing so for protection from creditors. TMM has no assets any longer to liquidate into cash to pay-off creditors. TMM cannot file for BK protection. That doesn't mean TMM is not a BK. They are 2 different matters.
strider, if you don't understand that TMM is BK and defunct there is no one that can change your mind. The corporate shell is empty of a business operation. You can prove TMM is not doing business in the corporate shell by contacting the registered agent listed with the secretary of state. As a shareholder, I suggest you send the registered agent a request for this info.
As for phone numbers, email addresses and business addresses they were all listed in the corporate filings. Since they are no longer a going concern, there are no longer any business addresses, phone numbers or email contacts. 4 addresses were used by TMM in 9 years. A public company MUST disclose its business operations. Contact the registered agent to verify everything I am telling you.
TMM is not a holding company. All of its assets, including the asset subsidiaries were sold off in liquidation to pay-off the toxic financiers. Name 1 holding TMM has? You can't.
Fan is not an "employee" of TMM. He is listed as an officer in the corporate filings. There is no business operation any longer.
Your posts are misleading because, with all respect, your lack of knowledge about basic issues.
Redfisher, there is an obvious reason there is no TMM BK filing. A BK filing is for protection in the courts so the company can reorganize after liquidating its assets to pay off creditors in a court devised payment plan. TMM has no assets left to liquidate to pay-off creditors because they were liquidated to pay off the toxic financiers. TMM has no intent to reorganize and does not qualify for for Chapter or 11 or Chapter 7.
One doesn't file for BK. One IS BK and declares it to a court for protection under the law.
Oh, I get it now avocadoman. If one is just connected to fisty in 6 degrees that's enough to warrant scorn and flaming.
InAnotherLife, Strider has something against Fisty. I asked what I posted that was misleading. I'm not going to speak for fisty. She seems pretty capable of that. But your questions have been answered so many times I can shooot from the hip.
"How about her claims that TMM no longer exists. Where is the proof in this?"
~ Or the proof of the VC's being paid off ?
liquidation of assets and stock and zero bid
~ Or the proof of Fan being ??????????
Fan is part of the Obion Group and an officer in Fat Frank's. The Texas Securities Commission found that Fat Frank's sold unregistered securities on the internet.
~ Or the proof of anydamnedthing claimed ?
Strider, try and call TMM. Tell us where they are doing business. What business are they doing? QBID is an empty trading vehicle. There is no business operations in the corporate or public shell. If there was, you could produce a business license, as required to do business in California, an office space, a mailing address, something. What you are doing is misleading everyone that TMM is a going concern. TMM is BK, defunct and has closed down operations. In fact, TMM disclosed they closed down operations in Palm Springs and "consolidated" offices with QTN at Media City. QTN has subsequently closed down buisness operations as well and Valcom acquired the studios. Prove otherwise. Businesses have offices, mailing addresses, phone numbers, etc. All TMM has is an empty corporate shell. Contact the registered agent and ask where TMM is doing business. It isn't.
impossible, I'm not her.
Frank Olsen made a fortune. Per the terms of QBID's toxic financing, the private investors had 1:10 multiples on their convertible and liquidation preferences to boot. That means if TMM liquidated an asset, the financiers got a value for the asset 10X the sale price and first dibs on acquiring the assets in liquidation.
You'll note Frank and Valcom officers acquired NTI and LBS in liquidation. If Olsen and these Valcom officers paid TMM/QBID $4 million for both asset subidiaries, the toxic financiers got $40 million for the sales. No one knows what kind of kick-back Olsen and the Valcom officers got for acquiring the assets but one can assume it was worth their time.
Strider, I'm not fisty. And again you won't offer anything I posted that you claim was misleading. If you can ever come up with anything, I will be happy to patronize you.
marketbear, I'm not fisty. I answered your question. The funds were TMM/QBID stock proceeds. Once they were transfered to QTN, they are QTN income. QTN would have to pay the taxes on the income and TMM/QBID would have to record the asset transfer as a loan, or some other kind of liability. If it was a fraudulent transfer, it is considered tax evasion. That is the kind of stuff an IRS auditor is looking for.
Why is fisty so important here anyway? What has she done? Can anyone tell me?
Strider, I asked you directly, twice now, what I , or Fisty posted that was misleading. You still haven't provided anything. In fact you yourself continue to mislead by trying to convince me that I am fisty. I'm not. I made a fatal mistake. I happened to have agreed with something fisty said. Then all hell broke lose. Now either provide me with something I posted that was misleading, or get off my back already. Please.
strider, first you claimed that I was fisty. Then you said that fisty was misleading. You never responded to my post to show examples how fisty, or I, am "misleading".
Actually it is you who misleads. You want to make posters believe anyone you disagree with is, or is affiliated, with fisty. That's misleading.
marketbear, the stock liquidated was TMM/QBID shares. Any transfer of TMM/QBID assets or cash to QTN would become a QTN asset. Therefore, QTN would have to report the transfer as income and pay taxes accordingly. QBID/TMM would have to define the transfer as a loan, or some other kind of liability. The problem is, an audit would reveal it was TMM stock proceeds. That would be a fraudulent transfer and tax evasion.
marketbear, if you've read the l/t on the toxic financing you know their return on investment was through their liquidation rights. Frank participated in the liquidation as well. He disclosed converting his 53% of the o/s into preferred. The preferred are convertible to common 1:10. The a/s was increased 5 times to accomodate both the toxic financiers and Olsen.
How so Strider? What facts did I twist? Can you set me straight? Much appreciated.
There is too much info out there suggesting the feds know everything about this scam and it's players. In my opinion, Frankie must be giving them information on other crims. Maybe he's an informer. I have no idea. This whole thing stinks and appears to have the US government's stamp of approval.
florist, the scammers here were exposed by a GAAY shareholder, Jacklyn Deaner. Since the scammers were posting here and controlling the boards, they flamed and discredited her. Anyone since, who has even suggested the same as Deaner, has been flamed and TOS'd. The suggestion is that fisty is Deaner. I'm not fisty and I'm not Deaner but I made the mistake of agreeing with fisty about preferred shares. All hell broke lose. I asked yesterday what merits the hatred towards fisty? What did she do? Nobody had an answer. I doubt they will answer you either.
marketbear, I'm not fisty and I've never witnessed you ignore her.
The treasury shares were part of the liquidation of assets disclosed in TMM's financing with its toxic financiers. They liquidated the assets and stock per the terms of their toxic financing deal.
Olsen was not in control of TMM/QBID once the financiers exercised their supervoting rights. Olsen was selling his own stock. He converted his 53% of the o/s into preferred that was convertible 1:10 to common.
Also, if TMM was paying QTN's bills, QTN had to report the transfer of funds from TMM/QBID as income and pay taxes on it. TMM had to disclose the money as a "loan" or some other liabilty for tax purposes. They are two different companies. They can't commingle funds willy-nilly. That is tax evasion.
Avocado, obviously QTN never had any shares it could offer to the public. If you don't believe you own QTN just because you invested in another company that owned QTN, TMM/QBID, you have to be fisty!
Avocado, you qualify as fisty with those answers so I have to ignore you.
Can I ask what fisty did that merits this crew hating her so much? Everything I've read she posts sounds pretty solid. Anybody?
I can tell if you're fisty. Depends how you answer these 2 questions, Do you believe you can sell restricted stock before lifting their legends? Do you believe that QTN has public shareholders?
marketbear, I'm not fisty and posting to fisty through me isn't ignoring fisty.
The "plan" was called toxic financing.
Strider, I think you're fisty.
marketbear I think QBID/TMM shareholders have every right to be disgruntled. They were told that QTN was being financed by it's private investors through 2008. Then Olsen converted his 53% of the QBID/TMM o/s into preferred shares that converted to common at a 1:10 ratio. That stock was dumped, diluting QBID/TMM common shareholders positions in QBID/TMM to pay the private QTN's bills.
Now we learn from CFlynn that the W2's were QTN's. That means the employees were QTN employees, not QBID/TMM employees, and that Frank Olsen diluted QBID to zero bid to finance QTN. I understand QTN employees were ripped-off, but QBID/TMM shareholders were wiped-out to pay the bills of the company these employees worked for.
What rule am I breaking? You believe I'm Fisty. You see Fisty everywhere. I'm not Fisty and I'm not a She. If what I'm posting is misleading, show me where I'm wrong. All this started when I agreed with what Fisty said about preferred shares. Don't tell me you aren't using me to discredit Fisty. I don't get it and really don't care. Just stop calling me Fisty and deleting my posts on your bad assumptions.
Strider, I'm not a she and I'm not fisty. Be honest. You want what I say off the board.