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Re: luvpink post# 36394

Saturday, 12/22/2012 2:28:09 PM

Saturday, December 22, 2012 2:28:09 PM

Post# of 233943
That's quite interesting.

Di Norcia obviously wanted to reverse merge his company, Earth Surfaces of America, with CCAJ so it could become a public company.

Unfortunately, CCAJ management wasn't upfront with him. After he signed on the dotted line, he learned that

1. the company had filed a Form 15 it was ineligible to file, which meant that it was seven years behind with its reporting obligations to the SEC; and

2. old management held a big whack of debt that it converted to common shares and sold into the market illegally.

So Di Norcia decided to terminate the reverse merger. All that makes sense. It sounds to me as if the SEC may be investigating CCAJ and former (now current) management. But I don't understand why Di Norcia wanted the voting (but non-convertible) preferred. The voting rights ensure that he controls the company. Why does he even want to?

Sure, he still owns 250 million shares of common, but why not just write that off? He hasn't paid for most of it anyway: he gave Berkowitz $7500 and a promissory note for the rest.

Puzzling.

http://www.otcmarkets.com/financialReportViewer?symbol=CCAJ&id=97233

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