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Wednesday, April 27, 2011 4:00:01 PM
a brief synopsis which may help with getting a handle on developments.
1. This is not a merger involving QASP, it is a share exchange.
2. Therefor an audit of QASP need not be necessary, nor involved.
3. A share exchange won't be delayed by the sec.
4. Depending on how Centa lawyers timeline goes, restricted shares can be exchanged and then the process is to be followed so that they can be released of restriction. Guessing here but depending on what has been done so far, this could take from a week or sooner to a couple of months. This is done to short circuit the normal restriction period.
5. Remember this is not a merger with QASP, but rather a share exchange offer to those who want to enter Centa as a shareholder.
Here is a very brief idea of what the S-1 is about:
FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
The form involves such items as: Risk Factors and Ratio of Earnings to Fixed Charges. Use of Proceeds. Determination of Offering Price. Dilution. Selling Security Holders. Plan of Distribution. Description of Securities to be Registered.
Interests of Named Experts and Counsel. Information with Respect to the Registrant. Etc. Etc.
This could also involve a thing called Stag profit . Generally a stag is a party or individual who subscribes to the new issue expecting the price of the stock to rise immediately upon the start of trading. In this case this is allowed, BUT those involved will not be able to purchase for a restricted period.
As you can see the S-1 will go into many details and is very thorough and time consuming. It has been used in hostile take overs and, if there is familiarity present certain loopholes. The process is costly, so I would not be surprised if that will be considered in the final ratio of the share exchange, which would be fair.
Gotta run, but hope we get the skinny in a PR real soon.
B.
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