China Travel Resort Holdings, Inc. (fka CTVZ) : Post Unavailable Additional Informati...

itlogic · 2008-01-16T22:04:09.3130000Z

Good DD on that! Digging into it, something is wrong. Why can't these things ever be clear cut and dry? Ok, the brief description of Rusoil in the PR about the name change says Rusoil was involved in the exploration of oil in Russian territories. The description of Russoil also describes them as being involved in the exploration of oil in Russian territories. So, on the surface, it looks like your right. They are in fact the same. But, Russoil filed a 10Q on 12/20/2007. Pretty recent filing with the SEC. http://yahoo.brand.edgar-online.com/fetchFilingFrameset.aspx?dcn=0001144204-07-068423&Type=HTML There is no mention of SeaHAVN in the company's history. In fact the header of each page says: "RUSSOIL CORPORATION (FORMERLY, CASSIDY MEDIA, INC.) (A DEVELOPMENT STAGE COMPANY) NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS SEPTEMBER 30, 2007" I mean, I'm a bad speller, but they really botched the spelling of SeaHAVN as the "formerly". Here is another interesting tid bit. This is a paste of Note 6 from the referenced filing. I will annotate it for a better explaination: NOTE 6 – COMMITMENTS AND CONTINGENCIES Share Exchange Agreement Pursuant to a Share Exchange Agreement dated May 31, 2007 (the “Combination Agreement”), by and among Russoil Corporation (“the Company”), OJSC Smolenergy (“Smolenergy”) and the stockholders of Smolenergy (the “Stockholders”), the Company will receive all of the issued and outstanding capital stock of Smolenergy from the Stockholders in exchange for 51% of the issued and outstanding capital stock of the Company. Ok, the "company" means Russoil. Smolenergy is a private Russian company. Smoloenergy will swap all of it's issued and outstanding stock for 51% of issued and outstanding Russoil stock. That means Smolenergy will own the majority intrest in Russoil and take over the company. This was to happen on May 31, 2007. The closing of the combination is subject to the satisfaction of certain conditions including, but not limited to (i) the Company’s satisfactory due diligence of Smolenergy, its business, and management and financial; (ii) legal requirements; and (iii) Smolenergy’s delivery to the Company of financial statements accurately prepared according to U.S. GAAP, SEC Regulation S-X and the Sarbanes Oxley Act. A closing was held on September 10, 2007 with certain post-closing obligations to be completed thereafter. As a result of the non-performance by Smolenergy Stockholders in providing satisfactory evidence of ownership of the 51% equity interests in Gorstovoye LLC to the Company, the Combination Agreement has not been consummated. At the closing of the deal on September 10, 2007, Smolenergy was instructed to complete some things after the closing to finalize the deal. They have not fulfilled that obligation, so the deal was not finalized and is still pending. Smolenergy is a privately held company organized under the laws of the Russian Federation that has informed the Company that it is engaged in the exploration and development of oil and gas wells in South Western Siberia. Upon consummation of the Confirmation Agreement, the Smolenergy Stockholders will control the Company’s Board of Directors and under certain conditions, will be able to increase their holdings in the Company by an additional twenty (20%) percent. When the pending deal is fianlized, Smolenergy will control the board of directors of Russoil and have the right to aquire an additional 20% of Russoil. As a result of the Combination Agreement, there will be a change in control of The Company. In accordance with SFAS No. 141, Russoil will be the acquiring entity. While the transaction is accounted for using the purchased method of accounting in substance the Agreement is a recapitalization of Smolenergy’s capital structure. For accounting purposes, the Company will account for the transaction as a reverse merger with Smolenergy being the “accounting acquirer”. The Company will not recognize goodwill or any intangible assets in connection with the transaction. Smolenergy will control Russoil and, in affect, reverse merge into Russoil to become a public company. According to this, SeaHAVN has nothing to do with Russoil and a deal is already on the table with Smolenergy to reverse merge with them, not Mina Mar.

China Travel Resort Holdings, Inc. (fka CTVZ)

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Re: jake89 post# 63

Wednesday, 01/16/2008 5:04:09 PM

Wednesday, January 16, 2008 5:04:09 PM

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