RVUE Holdings Inc. (fka RVUE)

[RyGuy]

I see. None of this was your fault. Even though it was made entirely clear by the company that it intended to liquidate and cancel the commons.

Actually it was not made entirely clear. The way it was stated was left open for interpretation of differing views.

Your statement "it was made entirely clear by the company that it intended to liquidate and cancel the commons" was never stated that clearly.

This is what was stated.

On the afternoon of June 19th, Roche Enterprises formally issued notice of having completed the UCC sale, effective immediately. As a result, all assets formerly owned by the Company are now the property of Roche Enterprises. The Company has no remaining cash or other assets. It has ceased operations and there are no proceeds available for distribution to the shareholders. The Company intends to dissolve within 30 days. The Company’s current understanding is that Roche Enterprises intends to operate the rVue business using the assets acquired in the UCC sale, through a new entity under its sole ownership.

Many on this board can sit and gloat and can say they were right until they are blue in the face. But as you can see that does not say the shares will be cancelled.

The statement left for interpretation for either negative or positive use was that "The companys current understanding is that Roche Enterprises intends to operate the rVue business using the assets acquired in the UCC sale.

Part of the assets in the UCC sale could have been interpretted as the Corporate Shell itself. As it was basically mentioned in the last PR that at the last moment another company was interested in said shell to use for it's NOL's

No other bidders appeared at the sale, however, immediately prior to the sale, a third party expressed potential interest in a recapitalization of the Company that would realize an economic benefit from its net operating losses (NOLs),

This lended additional credence to the glass half full perception. There was room for interpretation in those statements that made many believe there was a unique risk to reward ratio here. Given that fact that Roche Enterprises acquired approximately 143 Million shares of common stock equaling 53% a majority of the public equity for approximately $2 Million of his own money. His family owned approximately 18 Million shares bringing to a total fo approximately 60% of the common stock of RVUE.

Couple these facts and laws surrounding Fiduciary Duties

Fiduciary Duties of Shareholders

Shareholders are not normally subject to any fiduciary duty because their interest in the corporation is one of ownership. Shareholders generally don’t act in any managerial or oversight capacity on behalf of the corporation. Their primary source of control with respect to the corporation is the power to elect the members of the board of directors.

Majority or controlling shareholders may take on fiduciary duties toward other shareholders if they assume control of the corporation through the board. Controlling shareholders owe a duty of loyalty to the minority shareholders of a corporation when they make decisions or take action on behalf of the corporation. If a controlling shareholder engages in a self-dealing transaction with the corporation, the controlling shareholder has the burden of showing that the transaction with the corporation is fair to the corporation and the other shareholders

There are numerous companies that fail annually and many times as you are well aware the corporate shell remains for re-use to live another day.

Yes it is correct many were looking at this with Rose colored glasses including myself, but to state that they unequivocally left no room for interpretation is not true.