stk_maniac: Your suspicions are probably well-founded about ONTV. Heres the SEC filing from ONTV from last August 3rd proposing the sale of ALL OF ITS STOCK AND ASSETS to the ONTV president (Fasano) for essentially an agreement to offset the president's claim for unpaid wages.
Here's the key phrase below: "If Mr. Fasano assumes $300,000 of the Company's liability to him, the purchase price for Seen On TV will be satisfied without the payment of any cash to the Company."
Essentially, he buys it for the taxes owing on the $300,000 off-setting bookkeeping entry. Pretty cute. IMO, this just stinks but that is par for the course with these birds.
Here's the filing - direct from the SEC filing record:
August 3, 2005
The Company's common stock trades on the OTC Bulletin Board under the symbol "ONTV". Between July 1, 2002 and May 31, 2005 trading volume was nominal and the price of the Company's common stock ranged between $0.01 and $0.17 per share. During the twelve month period ended May 31, 2005 there were 100 days when not a single share of the Company's common stock was traded. On May 23, 2005 the Company filed its report on Form 10-QSB for the nine months ended March 31, 2005. Although the 10-QSB report reflected net income of $169,978 for the nine-month period, the trading volume in the Company's common stock between May 23, 2005 and June 10, 2005 was less than $500.
Based upon the past prices of its common stock the Company's management does not believe that its operations will ever attract sufficient interest among investors so that the Company's stock price and trading volumes will increase to meaningful levels.
Consequently, the Company believes it is in the best interest of its shareholders to dispose of its current business and attempt to acquire a new business which may provide more value to the Company's shareholders.
To further this objective the Company proposes to sell to Daniel M. Fasano, the Company's President, all of the shares of Seen On TV, as well as the following other assets which are incidental to the business of Seen On TV:
o the trademarks, "AsSeenOnTV.com", "SeenOnTV.com", "What a", "What a Saw", and " What a Product".
o the trade names, "ONTV", "AsSeenOnTV.com", "SeenOnTV.com" and "What a Product".
o the internet domain addresses "SeenOnTV.com" , "ASeenOnTV.com" and "AsSeenOnTV.com".
o all of the Company's office equipment.
In return for the shares of Seen On TV and the assets described above, Mr. Fasano will pay the Company $300,000 ("the Purchase Price"). The Purchase Price will be paid in the following manner:
o The unpaid amount of the Purchase Price will bear interest at 5.75% per year. Interest will note be compounded.
o 25% of the net, after-tax income from the operations of Seen On TV will be paid to the Company until the Purchase Price, plus accrued interest, is paid in full.
o At the time of the sale, the liabilities of Seen On TV will not exceed $400,000. As of June 30, 2005 the liabilities of Seen On TV were approximately $155,000. If the sale is completed, these liabilities will remain the liabilities of Seen On TV and will no longer be the obligations of the Company. Mr. Fasano may, at any time, and in his sole discretion, elect to assume all or a certain amount of the Company's liabilities which, if the asset sale is competed, will consist primarily of amounts owed to Mr. Fasano for unpaid salary ($453,522 as of June 30, 2005).
If Mr. Fasano assumes $300,000 of the Company's liability to him, the purchase price for Seen On TV will be satisfied without the payment of any cash to the Company. The Purchase Price will be reduced by the amount of any liabilities assumed. If, at the time of the sale, the liabilities of Seen On TV exceed $400,000 and Mr. Fasano agrees to proceed with the asset sale, Mr. Fasano will assume all liabilities of Seen On TV.
A copy of the Agreement between the Company and Mr. Fasano is filed as an exhibit to this report.
You financial guys can figure this one out but it looks like this is a single-shareholder business without any significant assets or holdings. Worth $300,000 not $3 million. The stockholders' equity in this filing was posted as $216,804 (March 2005) and following in September of 2005, - a month after the SEC filing, the company filed to cease operations, essentially suspending its worth as well.
Seems like a bit of slight-of-hand to me: exchanging worthless shares for more worthless shares. It looks like The Gang Who Couldn't Shoot Straight just rustled up a new outrider.
AI
