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Re: None

Friday, 08/04/2006 6:33:37 PM

Friday, August 04, 2006 6:33:37 PM

Post# of 169275
Has anyone even bothered to look into Rufus Paul's explanation for how he plans to reset the stock price to $15? Here's what he said in the 7/20 interview:

This is a reorganization... it qualifies. He sends us two more links on the board. One he states is the IARS (sic) web site. The 3rd link you have is the definition of reorganization, according to the IAS (sic) under Section 368. That's where we will, this qualifies as by the transfer of shares. After you read it, it should answer most of your questions. A lot of you are able to, on your D & D, depending on how much time you spend checking it out....

Option (c) IS what we're going to do.

You more or less take it, at this phase I can give it to you. Option (c), what it does, is under reorganization, the financials of the corporation are newly incorporated. If you go to the link that I sent to, which is the IRS link, okay and you read down and it talks about assets, and the stock...the distribution of it...what happens is, is we take the new book value of the new consolidated corporation. 111 million outstanding shares. We have 48, 62 on FHAL. The combined totals are 111. What happens is, we take the new book value of the new, consolidated corporation. 111 Million outstanding shares. We have 48, 62 on FHAL. The combined totals of 111 divided into your number and that gives you your book value, $7.21. You take your $7.21 value, and you either start trading at your book, or you can go 2 to 3 times.

In an IPO, you give an explanation as to how you come to your figure. You set your figure til your 3 times. It's just common in any market. Anyone says different, they don't know what they're talkin about. Two (2) times the book is the $15 number that we chose.


Some thoughts?
1. Rufus Paul is referring to IRS Section 368. Here's a link (see midway down the page):
http://www.intltaxlaw.com/outbound/corptrans/irc2.htm

A rhetorical question: What is the IRS concerned with? Is it securities trading or pricing? No, it's TAXES. Section 368 is about the TAX TREATMENT of mergers and acquisitions. Its purpose is to determine if a transaction is taxable and how assets should be accounted for with respect to tax basis going forward. It has NOTHING to do with the public trading of a company. Buyers and sellers in the market determine the price of a stock, unless the stock is just coming public via an IPO, in which case the opening price is set by an underwriter(s) based on their assessment of supply and demand. Isn't this just common sense?

2. This is NOT an IPO. The SEC states: "IPO stands for initial public offering and occurs when a company first sells its shares to the public." FHAL is already public. It has been trading for more than two years. CVSU merged into FHAL, it did not commence trading on its own. How can Rufus Paul say "In an IPO" when he earlier claimed that the purpose of the reverse merger was to go public as quickly as possible?

So what the heck is Rufus Paul talking about?

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