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Re: oraclewizard77 post# 2144

Saturday, 04/01/2006 5:49:58 PM

Saturday, April 01, 2006 5:49:58 PM

Post# of 14027
GFCI..

If they were to file tomorrow, first SEC comment letters could come back in 40 days or a little less.. Then it's up to GFCI to answer and refile with comments satisfied.. Final comments or approval for the spin-off would be in 10 to 15 days after that... In all my dealings with the SEC they will not act upon a spin-out of any company with out finanicals.. That is because you must prove that the spin-out does not strip the doner company of assets needed to remain a going concern.. If a company bought the assets of another company for stock this would be ok as long as it were not an arm's length transaction.. In those cases the company that received shares for its assets and have liquidated sold the shares and paid out cash to its existing shareholders as the assets were liquidated..I do not believe that this is the case in this situation.. Rules since Sarbaines have made dealing with the SEC harder and more time consuming...A pink sheet company does not have the same rules but also does not have much in the way of priority with the SEC...One thing that gets SEC priority is moving assets from one company to another to get around filing finanicals in a timely manner.. If the SEC must be involved,, while they will never approve any dealings a no action letter from them makes the lawyers happy and it would be hard to find a lawyer willing to write any contract involving Securities Law with out a no action letter.. Just saying it will happen doesn't make it so... I could be wrong because it's been three years since I was involved with a spin-out of assets...Shares of stock of another company are considered spin-outs... If the assets are placed into a different and new company not yet public and given to shareholders this is a spin-off.. I could be wrong (because it's been three years since I was involved with a spin-out of assets.. I do know the tax implications are different on both...) But I doubt it....hank





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