TheGlobe.com Inc (TGLO)

[KOmani]

So, why would Delfin merge into TGLO?

The answer?

NOLs?

From the 10-K filed on March 31, 2017:

https://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=11964611

At December 31, 2016, the Company had net operating loss carryforwards available for U.S. tax purposes of approximately $165,849,000. These carryforwards expire through 2036. Under Section 382 of the Internal Revenue Code of 1986, as amended (the "Code"), the utilization of net operating loss carryforwards may be limited under the change in stock ownership rules of the Code. Due to various significant changes in our ownership interests, as defined in the Internal Revenue Code of 1986, as amended, the Company may have limited the availability of its net operating loss carryforwards. There can be no assurance that the Company will be able to avail itself of any net operating loss carryforwards.

Yes, Delfin could do an IPO on their own, but by taking over TGLO which has no debt to outsiders, they can utilize the NOLs.

There is a complicated formula to determine how much can be used when a change in ownership occurs.

Still, getting to use up to $165 Million in NOLs surely provides some value to a company merging in.

Old management owning 5% of the merged-in Delfin helps them to realize the value of the NOLs.