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Re: wald post# 441

Friday, 11/07/2008 3:19:46 AM

Friday, November 07, 2008 3:19:46 AM

Post# of 13148
Now that's what I call toxic:

http://yahoo.brand.edgar-online.com/DisplayFiling.aspx?dcn=0000863895-08-000058

"CPA Klaus E.T. Siebert hopefully is looking after the interest of us minority shareholders."

You minority shareholders no longer have an interest in this company, if indeed you ever did:

"The Notes are secured on a pari-passu basis with the Company’s existing indebtedness to the Lenders (the “Existing Debt”) and (i) senior to all other current and future indebtedness of the Company, (ii) secured by all of the assets of the Company and each of its subsidiaries and (iii) unconditionally guaranteed by all subsidiaries of the Company."

I'm surprised that any CPA doesn't recognize his or her fiduciary duty to recommend winding up a company when it becomes clear that it will never become profitable and that it is already technically bankrupt.

The end result of such negligence (to interpret it charitably) is that minority shareholders such as yourself will inevitably lose your entire investment.

While NNAN's Officers can scarcely seek to protect themselves in the way that their lenders, Platinum Advisers LLC, have sought to do:

"4.4. Waiver of Right to Trial by Jury. BORROWERS HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE AND WAIVE ANY RIGHT TO BRING A COUNTERCLAIM AGAINST THE HOLDER IN ANY ACTION TO ENFORCE THIS NOTE. THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR HOLDER TO ACCEPT THIS NOTE."

I doubt there'll be much in the way of assets left to disgorge once Platinum, TI and all the rest have had their share.

Shame really, but no one can say they weren't warned.

BTW, as usual any private email concerning NNAN governance gratefully received at voldemort.2001@yahoo.com. Thanks particularly to my chum on the West Coast.


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