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I hope you are guys are right and obviously so do the others still buying at these prices!!
So you are saying you think the common will be ok - hopefully much more than ok?
Any idea when we might find out what they will be doing with the common stock? I thought the 11th was an important day - guess not.lol
roger - thanks for your responses. eom
Thanks, as common shareholders here, we of course are most worried about what might happen to our shares. So, wondering your thoughts at this juncture on how our shares will be handled.
roger - any idea what that might mean to the common shareholder?
Thanks for the insight and hopeful future info.
famous: just wondering your thoughts on my last post? tia
hopefully the shareholder will come out on top - doesn't happen often.
Great post from Yahoo board:
In cases such as this, both from a taxing and an ownership standpoint, the courts will always look to the "intent" and "purpose" of the original transaction. Did the parties intend at the time to make a "sale" in fact - when they took these great sums from the banks ($6 Billion) as compensation for divestiture of ownership of the valuable subsidiary corporation in the spin transaction?
Unfortunately, for Verizon, they were so focused on tax avoidance (not to be taxed on the spin as an ultimate sale of the company to the banks that supplied the money - under Sec.355 of the I.R.C.) that they stated an intention and a purpose that amounted to a fraud. This is what they said:
"In connection with the spin-off, Verizon received approximately $2 billion in cash from the proceeds of loans under a term loan facility of the newly formed company and transferred to the newly formed company debt obligations in the aggregate principal amount of $7.1 billion thereby reducing Verizon's outstanding debt at that time." - and: "...Verizon's Board of Directors considered among other things that the spin-off may....allow each company to determine its own capital structure." (in case of Idearc, meaning, necessarily, "restructure", since this was a facially unsustainable burden)- Verizon Communications, Inc. 2007 Annual Report, p. 48.
And to complete that statement by Verizon, if it needed completion, we now have the ADMISSION of the President of IDEARC that the balance sheet, such as was planned and created in the spin-off, is to be recognized today as "terminably sick", and this is reason, now, for the completion of what was started then, the sale and delivery of the common to the banks.
And what's the problem with that: if the spin-off, in legal contemplation (because of the I.R.C. 2 year rule, the obvious size of the indebtedness and the admissions of the Directors) amounted to a sale, then Verizon had no business setting up the spin-co as an investment vehicle, in the first place, and for sale to the innocent at prices upwards of $20/share. For IDEARC to be delivering the common, at this point, to the banks, it has first to be simply "lifted" from the ownership of the innocent, and when it never should have been sold to them in the first place...why: because Verizon and its stockholders didn't own that stock - the banks had equitable ownership already.
And then, finally, and additionally, Idearc is not even bankrupt at this point in time; its bankruptcy is just made up and for a "strategic objective" of the management, not for inability to pay creditors.
The whole entire process is, therefore, illegal, and if legal, Verizon, as recipient, is accountable for the monies received and taken, not Idearc, that never saw the money.
These are the several arguments, as I see it, for the public security holders, both bond and stock, in the bankruptcy proceedings.
NP - Notice it says "may" - anyone with more experience with chapter 11 companies in the past know how it is usually handled and what your thoughts are on how IDARC might handle it? TIA
"The trustee may ask stockholders to send back the company's stock in exchange for new shares in the reorganized company. "
FYI:
The U.S. Securities and Exchange Commission web site provided a web page devoted to corporate bankruptcy and what happens to all those involved, including the company and its stockholders.
A bankrupt company can file Chapter 11 of the Bankruptcy Code to "reorganize" its business. According to the SEC, if a business files Chapter 11, "Management continues to run the day-to-day business operations but all significant business decisions must be approved by a bankruptcy court."
During Chapter 11 bankruptcy, the U.S. Trustee, the bankruptcy arm of the Justice Department, will appoint one or more committees to represent the interests of creditors and stockholders. The committee works with the company to develop a plan of reorganization to get out of debt. The plan must be accepted by the creditors, bondholders, and stockholders, and confirmed by the court. Once the plan is confirmed, a more detailed report must be filed with the SEC on Form 8-K.
The trustee may ask stockholders to send back the company's stock in exchange for new shares in the reorganized company. These new shares may be fewer in number and worth less. Stockholders will also stop receiving dividends. Under Chapter 11 reorganization, the company will explain investors' rights and what investors can expect to receive, if anything, from the company.
Bondholders will stop receiving interest and principal payments, and in exchange for their bonds may receive new bonds, new stock, or a combination of stock and bonds.
The site further explains that when a company files under Chapter 7, the company stops all operations and goes completely out of business. A trustee is "appointed to 'liquidate' (sell) the company's assets and the money is used to pay off the debt, which may include debts to creditors and investors."
If the company files for Chapter 7, the stock is usually worthless and stockholders lose any money they've invested in the company.
In bankruptcy, those who take the least risk are paid first. Unfortunately for most of us, the shareholders are at the end of the payment line. First to be paid are the secured creditors, usually a bank. Second are unsecured creditors, such as banks, suppliers, or bondholders. Finally, stockholders are paid out -- a tough place to be for the "owners of the company."
I didn't say I think it's a scam, and maybe scam is a bit harsh, but people looking to invest here need to see some solid proof that isme will make it, and the shareholders at this point are just spectators. We can't promote this anymore until there is definite proof of what we have been saying for months--at this point, is all I'm trying to say. I do have faith that they will succeed and realize it takes a lot of time due to limited resources.
Until Yan and Gordon prove to the investing world that isme is not a scam, as seen by as most at this point, us shareholders can do nothing. Steve has talked this stock up for months and most all of us have bought more--much more on all the promises, and look where the stock price is. I e-mailed Yan the other day and said that this is where we are at this juncture-imo. Yan and Gordon are on a breakaway and we are on there team and cheeering for them, but is is up to them to put it in the net now, and then we can celebrate with them and are now empowered to give more support in the future. Once that happens investors will respond accordingly, as will the MM's-imo. glta
#'s from T/A today:
os= 208,573,140
res= 104,054,980
float= 104,518,160
Basically the 25mil. restricted for sms Mexico increase
bspsO- actually it's shown as .01 which is .002 higher than we are right now. I'm not sure exactly how these form 4's work. Maybe someone here can explain them. I think they have a certain period of time to acquire or sell but I don't think they are truly committed to it. I know in the past that form 4's were issued on other stocks to sell that I have owned, and people said that doeasn't really mean they are, just that they can--not sure if the same applies to a buy.
Good timing on Gordon's Form 4 buy. Hopefully it will at least hold us here, and shows his confidence in the future. Unless, Yan threatened to kick his butt after that last dumb move, and said this would be a good time to make it up to us-lol. Hoping for a great June for all imse shareholders!
Well, actually now probably wouldn't be a good time--looks like we will have an "E" for the remainder of this week into next. Yan said they are finishing the audit tonight and should have it ready by Fri. Better timing would then be the day the E comes off to crank it up-imo.
slapngo: thanks for being honest about selling--at least we know it wasn't Gordon this time-lol. Hey, do what you think is best, but most here a buying at these levels. Today's pr shows they are following through with their business plan and it actually seems to be working well, which can't be said for too many sub-penny stocks. I'm not sure why we are still sub-penny, but as this all comes together they obviously feel we are going to much higher levels if they are considering moving to the NAS or AMEX (this summer)-lol-I wish. They have high goals and I am glad we have Yan on our team--he is a VERY dedicated and hard worker, which will make him a winner and take us with him. I have never spoken with Gordon, but Yan said he also is working very hard for the cause and we could see the fruits of his labor very soon!
Seems after speaking with Yan today, his primary focus is to get some revenue coming in from the deals they have been working on-imo. The 2 energy drink deals that were announced are happening right now. Once the labels are accepted by the teams they will go into production and on the shelves. Many other drink deals in the works also-imo. As Steve has stated, they have many, not just one direction they are working, and deals pretty much worked out in all of them. I'm not sure 100mil. is exactly accurate, but probably isn't that far off. I think my .006 buy will give me an incredible return in the not too distant future!glta
Just checked #'s with the T/A:
os - 183,758,942 on 5/2 it was 183,693,942
res- 80,375,782 on 5/2 it was 80,375,922
float-103,383,160 on 5/2 it was 103,318,020
No real dilution going on. I bought more at .0065 and .006 also. Hopefully last big shake before we move to much higher levels!!
I bought a little more today myself. Geez, hopefully we get a lot more buying this thing than us board members in the near future!! glta
Share #'s as of 5/2/2005:
o/s = 183,693,942
Res.= 80,375,922
Float=103,348,020 - Same #'s as 4/21 - the last time I called
Question: Gordon's form 4 said transaction date of 4/22 and the #'s haven't changed since 4/21?
Yes it was, and now we need that carried through on Monday and to new highs with great news! glta
Scrooge:
Thanks, and you could be right about the 10mil. However, I don't think they would be giving all 10mil. out at once--probably one or two at a time--they want them to last from what I was told. So, if the consultant needs the money now, we could see a couple mil. come in, but I believe the same scenario exists with them also, as the employees. If he/she is doing work for the co., and don't need the money at this time, help them grow the co. and sell at a much higher price. We shall see. Take care
One more thought about these shares. They figure to give them out over a 3 yr. period to it's employees. So, that means that right now, the float is still pretty low. If you think about it, if you were given say 1mil. shares, and the price of the stock was .01, and you are of course an employee of the co. Wouldn't you bust your butt to increase business and get the price of the stock much higher, to make yourself much more when you want to sell. Every penny your getting a ten thousand dollar raise! Have a great weekend--what's left of it.
Scrooge:
I was told that .025 was the price of the stock at the time the S-8 was written. It only gives a value at that time, and really doesn't mean anything as far as the shares go and giving them to employees. The reason for it is stated here- This is from the S-8:
The Offering Price is used solely for purposes of estimating the registration fee pursuant to Rule 457(h) promulgated pursuant to the Securities Act of 1933.
Here is a post today from the ARSW board--just an update about the co:
Heard from the company today..
Said they are too busy to return calls during working hours, said they haven't posted any news because they haven't had any completed news to post and that they aren't the kind of company to post anything that isn't "real". Said that they will have something "real" to say very soon. I would hold your shares for a few more days fellas and see what these guys are up too.
FYI - ARSW:
Copy of my post on the ARSW board:
I spoke with our contact today. He is not really IR for ARS Networks. He did some work for them a while back, and his name is out on Yahoo. He does know quite a bit about the company, being a shareholder and, like I said, having done some work for them. So, what he said was the 60 mil. shares are for basically paying the 4 employees at this time, and doesn't feel they will be hitting the market soon, and obviously not all at once, seeing they are given out a little at a time. News should be soon, and business seems to be progressing well at this time. As we all know with co.'s such as this, that can change on a weekly if not daily basis. So, right now it all boils down to the obvious. How well business is really progressing and how good the news will be. Sorry, not a lot of info., but he was nice enough to talk basically from one shareholder that knows a little more than another. Have a great weekend, and hopefully things will get better here next week!! How much are we down now? I might average down some next week if the price stays here.
From the QBID board:
"If you want to know about the R/S NEWS
Believe it or not, this is a NO JOKE or MESSING around post!!!
Tomorrow (Tuesday), I am heading up to NYC (Personal Reasons) and will be away from my computer, etc until the weekend and like every one else, I had to put up with the normal QBIP BS off this board but today...what did I see and hear today which was different...well...QBID will be doing a R/S!!!
Well, as you can all guess, I just about dropped my draws and ..............! After I recovered from that blow, I called up TTN, and after getting the run-a-round, I got a message thru to Frank.
When I hung up with leaving my message (Left with my regular feel good attitude), I figured just one more thing to add to this wonderful trip....yet a couple of hours later, my faith was restored. Frank called me back, on his own phone line (caller ID strikes again), and he was very upset.
I told him that I was at the end of my patience with him & TTN and if QBID is going thru a R/S, I would...............
Frank came back with there will be NO R/S and anyone saying this is full of S H I T!!! When I explain that other posters made statements, he said he had only spoke to two other peoples today and only one of them did he say anything about paperwork.
He asked me to relate these things to you all...should you believe them, well, I can't see his reasons for calling me back on his own line to lie to me...why would he waste his time...and what he said makes sense:
#1........NO R/S;
#2........The reason for the delay in the PR is because he wants to have the names of the actual cities we will launch in, on contracts first; and
#3........QBID is working on its paperwork. What he wants is to be able to release information to its shareholders at the time of the PR which will show us where the company is!
Now, again, I will be heading off to NYC tomorrow but with a lighter feeling concerning my QBID investment. Would I have liked to hear that NEWS will be out tomorrow, YES, but I am a lot happier that after talking to Frank, I feel I can believe him this time. "
--- I know the poster from another stock, and believe him to be a honest person, but then there is Frank-lol---Have a good night all!
This was posted last week on another board:
ARSW float......~25 MIL SHARES!
These numbers are from the latest filings.....
approx. 10 mil shares in total owned by directors/insiders
Indicate the number of shares outstanding of each of the issuer's class of common stock. The Registrant had 17,715,006 shares of its common stock outstanding as of June 13, 2003.
Dusty reported approx. 35 mil O/S- 10 mil for insiders
= ~ 25 mil float!
Heres the insider info from the latest filing...
Name/Address
Number
Percent (1)
Sydney A. Harland ..................................................
2155 Winchester Court
Burlington, Ontario, Canada
L7P 3M7
1,545,925 (2)
10.3%
Mark P. Miziolek ......................................................
1384 Clearwater Crescent
Oakville, Ontario, Canada
L6H 7J7
1,421,710 (3)
9.5%
Ron Moodie
30 Cudmore Road
Oakville, Ontario
1,486,128 (4)
9.9%
Warwick Tranter.......................................................
1,441,000
9.6%%
George Perlin
4,150,000
27.6%
All Directors, Officers and greater than 10% shareholders as a group
66.9
Scrooge--re. ARSW
Is this the filing you are talking about?
http://secfilings.nasdaq.com/filingFrameset.asp?FileName=0001003297%2D03%2D000252%2Etxt&FilePath...
I'm no expert and maybe missing something, but it looks like he has 1.3 mil. left after his sale of shares. I own this myself and like your assessment better, but from what I see on this form at least, it's not quite that good.
NCVM up this morning- eom
the_ref0:
Hey, CMIH is poised for a run to dollars-lol--I wish. I am trying to find an answer to your QBID/MM question. Good to have you on this board. QBID has a couple of billion shares out there, so it will take some very good news to get it going. I also heard that there will be no news this week--from someone that called QBID, and they are not sure how the rumor started about that. Oh well--same old stuff.
refo and wise:
This may explain some of the action on QBID.
"Months back I reported on this thread QBID obtained financing to get needed TV equipment. This was a 504 offering and was at .0001. This is where the selling is currently coming from not the company itself. This investment firm could care less about QBID and only cares about the current 100% return on their money.
Let them sell before news comes out is what I say about the selling. When, not if, Timw Warner does a news release this price will be history IMO. Buyers that are buying now would have never had a chance to buy at .0002 if thsi 504 seller wasn't selling. I hope in a few weeks new shareholders will appreciate this selling...sounds crazy yes."
--That wasn't me saying that--but I guess the 504 selling is still going on. IMO--this stock would move if the 504 would end and the TWC news was released. Maybe that's the plan--sounds like a good one to me--we shall see.--
P.S. - I'm not sure what a 504 is--is that like a debenture? I've experienced a couple of those.