I hope somebody that understands this stuff thoroughly responds with a good intelligent accurate response to your post.
I'm still a little confused about exactly why the Petro Kansas shareholders didn't have their private shares become trade-able under PTRZ. There doesn't actually seem to be many filing requirements when merging with a public company already trading on the pink sheets (if any at all) compared to if Owen would have left ASWD trading on the OTC-BB where it started. My best guess would be that their were issues with the TA because of the way the securities were illegal sold in the first place. I don't understand the whole process though. From what I've read it usually works basically like this:
The public shell company and private company agree to engage in a reverse merger transaction. In this transaction, the shareholders of private company sell 100% of their stock in their private company to the public shell company. In return, the public shell company issues the private company's original three shareholders (founders) an amount of stock equal to 90% of all of the stock in the public shell company.
After completing the exchanges of stock ownership, the two companies become one which is still publicly traded. The private company's owners gain control the new public company which operates the same business they originally founded.
What I don't understand though is how the other shareholders in the private company that was involved in the reverse merger get their shares? Are the 3 private company original shareholders (founders) in this example supposed to then take their 90% and divide it up accordingly amongst the other shareholders?
Show me the money seemed to be saying in one post that Owen named himself sole shareholder of PAC and took all the shares and sold them while PTRZ was still trading high and made around 8 million dollars. I find this a little hard to believe without seeing the documentation to prove it.
Then there is still the whole issue with Owen being the president of ASWD and the CEO of PAC at the same time and how that affected things (mainly his motivation for not using PTRZ to make the Petro Kansas shareholders shares trade-able).
Did Owen become president of ASWD because that would be the normal process as soon as a private company engages with the initial commitment into purchasing a public shell? Did PAC actually purchase ASWD as far back as November of 2008? I guess until we know the exact date that PAC purchased ASWD we are stuck guessing about a lot of things.
At the time that PAC supposedly purchased American Southwest Music Distribution there were no back taxes. Those were all taken care of in November of 2008. Same month that Owen started signing papers as an officer/president of ASWD. The current back taxes owed ($311,920.50) all accumulated in 2009 and 2010. The longer Owen lets PTRZ go without paying those taxes the more new taxes and new fines and interest keep getting added to that total. I agree that following through with PTRZ sounds like the more ethical thing to do based on the information we know, but it seems that the decision was made a long time ago to just let PTRZ die. And that is what will happen eventually if they continue to ignore tax payments and refuse to turn in any paperwork to the SEC (just like what happened with WTAI). If there was any real interest in using PTRZ beyond the way it was used already (earning money for ASWD shareholders) then taxes would have been paid to Delaware when they were owed instead of all payment requests being ignored right from the very start.
Anyways, as is obvious by my post I don't really have any answers. Hopefully 1manband or somebody else can help clear up some of the following:
what could have or couldn't have happened in the whole ASWD reverse merger
what should have happened and didn't
what may or may not still be able to happen
AI
