George Foreman Enterprises Inc.(fka GFME)

[LOL]

Why utilize GFME for reverse merger with Homeclick?

What's the major incentive for Homeclick to merge in here from a strictly financial basis? While we don't know where GFME stands from a cash/asset basis as we await updated filings, we do have indications on the potential NOL to be utilized. We know from previous filings that it appears at the minimum the NOL is $189,220,861 (from the last 10-Q). I have rarely seen a NOL in this range from all the R/M's I have followed. ~$189 million is significant, although I would expect it is more than that now. This IMO is the major incentive to bringing Homeclick into GFME regardless of any other significant assets there may or may not be (Nation's Health deal etc..).

Of course, as many R/M veterans who have studied and researched them before know the ability to utilize the NOL depends on a number of factors. And you need to go through and study each one of them to gauge how and if it can be utilized. The primary reason for limitations on the NOL is a significant change in ownership. Generally if there is more than a 50% decrease in ownership, then there will be limitations on the usage of NOL's. Other things that can limit the usage of NOL post merger are share issuance, warrants etc. and other state by state situations. As Holtzman owns significant chunks of both Homeclick and GFME, it is very feasible that they can utilize and retain most of this NOL in a post merger entity. Keep in mind if they were to issue too many shares as part of a merger and change the ownership, those limitations would come into affect, limiting how they could use the NOL and the amount they could utilize. In fact, it seems quite likely to me at least that has been part of his plan since 2009 when he started acquiring shares and also consolidating shares into his hands from his other business entities. The $189 million NOL is just another interesting piece of the puzzle to look at.

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