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Re: lifegear post# 957

Saturday, 10/11/2008 11:23:10 PM

Saturday, October 11, 2008 11:23:10 PM

Post# of 1239
Yes. I believe the original information in the IBOX is still pertinent:

GWOW Overview and Comment

GWOW is the former Monarch Machine Tool formerly listed on the NYSE, symbol MMO.

The o/s is 3.7 m, the float is 500-600k.

GWOW filed Chapter 11 Bankruptcy in 2001. The assets were sold to a company that was named Genesis Worldwide 2 (GW2), GW2 is a separate operating entity that is legally unrelated to the shell being discussed here. This has caused some confusion of late as GW2 has been releasing news and some have believed that this pertains to the subject shell. Not true. Presently, GWOW is a shell.

Months ago on several occasions I contacted the creditor’s committee attorney appointed by the court and he told me there was interest from a few parties about the GWOW shell. He also related that they were nearing the completion of the BK, and that it would be possible to transfer/sell the shell to an interested private firm.

This past Friday - October 5, a huge amount of buying came into the stock and it trended straight up from below .01 to close at .08 - the high of the day, with little selling.

I looked into a few things over the weekend and have discovered:

The Bankruptcy has been completed and dismissed, effective September 27, 2007.

Here is link to a copy of the dismissal order dated just a few days ago:

http://img179.imageshack.us/img179/3100/gwowcourt2hh0.jpg

Months ago when originally researching this issue I noticed that National City Corp (Parent company of National City Bank, Cleveland, OH) filed an SC 13G with the SEC in February, 2007. For many years National City had filed and disclosed their ownership in GWOW. In this latest filing they state they no longer have their position. Legal counsel for National City when contacted would not comment on who received the shares or describe the conditions under which they were transferred. National City did not sell them in the open market, this is for sure, volume of this amount does not reflect during the time period in question. When I asked the attorney for the creditors committee about the status of the National City shares, he would not comment on the whereabouts of the shares.

Conclusion: The shares were sold or transferred to a private party(s) or returned to the court and/or a creditor in an off market transaction.

Link to the filing that shows National City disposed of their shares:

http://www.pinksheets.com/edgar/GetFilingHtml?FilingID=4959567

Interestingly, another subsidiary of National City (NatCity Investment Advisors) is listed as the investment banking adviser while GWOW was in BK. This subsidiary is one that would advise the court on subjects that would pertain to the disposition of a shell among other investment banking/public company matters. Keep in mind that it is National City who transferred their shares to some undisclosed party.

Link to copy of the filing that shows NatCity Investment Advisors, a “special situation investment banking consultant” as advisor to the court:

http://img179.imageshack.us/my.php?image=gwowcourt1ds6.jpg

In addition, there is a revealing development that is found on the Ohio Secretary of State website. For months and months, the corporate status for GWOW was “canceled” or “dead”. When I checked today, the SOS site reflects that the corporation is now listed as “active”.

Here is a Ohio Secretary of State link copy that shows Genesis Worldwide now reflects as active:

http://img107.imageshack.us/img107/4449/gwowsosbp0.png

Conclusions:

The BK is finished and dismissed per the court filings, the GWOW shell may now be transferred or otherwise sold without further order from the court.

The corporate charter with the State of Ohio is suddenly “active” as someone is in process of updating the filings.

The shell is in the process of being utilized for a reverse merger.

The question that remains: Who is the merger partner and when will the public be informed?

It is possible that one of the private company creditors involved in the BK may be merging into the shell, I had discussed this possibility with the attorney in my earlier calls and he did not deny that scenario as being an option. This would fit with why National City transferred their shares during the BK - an unusual event that interestingly, people close to the situation will not discuss.


Authorized Shares: 12,000,000
Source: Filings and Legal Counsel

Outstanding Shares: 3,785,696

Source: Filings and Legal Counsel

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