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Re: DirtyDawg post# 4488

Wednesday, 04/25/2012 1:28:45 AM

Wednesday, April 25, 2012 1:28:45 AM

Post# of 6144
The quotes are not from press releases but from CCI's audited financial statements. The deal is done, the money paid (via debt forgiveness) and warrants issued.

MediaG3 received a total of $23,298 in consideration for the patents and Wytec International. The $18,900 cash component was a stock purchase agreement (SPA) wherein CCI bought 32,586,207 MDGC shares at $0.00058 per share. So CCI got something of value other than the patents for the $19K!!!

MediaG3 also received warrants to purchase 1,820,110 shares of CCOP, exercisable for 2 years from the report date (4/9/2012) at an exercise price of $0.001 valued at $4,398.

The SPA was not a LOI. Val Westergard himself called it a "definitive agrement," meaning it was legally executed: http://ih.advfn.com/p.php?pid=nmona&article=49899991

It was an atrocious agreement in which Val Westergard essentially gave away the patents and the newly-created subsidiary in exchange for CCI purchasing restricted stock at a below-market price. If he didn't get expert legal and financial advice before signing this agreemennt then shame on him!

I suspect Val didn't think the patents would be valued at less than $190,000 or understand the complex conversion formulas in the SPA. As of the date of the 10-K CCI was still awaiting delivery of the 32.6 million shares to which they are legally owed, but may never receive from Val. However, CCI does legally own Wytec International and the patents.

The only way I can think of for that to change is to sue CCI to have the SPA declared illegal due to insufficient consideration, but that's a stretch.

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