News Focus
News Focus
Followers 277
Posts 12043
Boards Moderated 10
Alias Born 02/09/2003

Re: ShareShock post# 64608

Thursday, 08/15/2013 10:06:20 PM

Thursday, August 15, 2013 10:06:20 PM

Post# of 148357
The brokers likely don't know that IMAG Group has disclosed as their plan of distribution in the S-1/A that they will be sending certificates directly to shareholders. I have never seen a dividend distribution done this way and they likely haven't either. It's one of those things that can make one wonder about legitimacy.

From p. 30: http://investorshub.advfn.com/boards/post_reply.aspx?message_id=91071185

HOW PV ENTERPRISES INTERNATIONAL WILL DISTRIBUTE OUR SHARES

(Third paragraph:)

As soon as practicable after the effective of the registration statement of which this prospectus is a part, we will mail a certificate to you representing the whole shares you are entitled to receive, if you are entitled to receive at least one whole share before rounding. If you are not entitled to receive at least one whole share before rounding, but receive only a fractional share, we will mail you notice of your opportunity to elect to sell to us the fractional share you or buy the balance of a whole share. The notice will enclose a postage prepaid postcard for you to notify us of your election. If you elect to sell your fractional share to us, you are not required to do anything and we will mail you a check as soon as practicable after the price per share is established as described in the immediately preceding paragraph. If you elect to purchase the balance of a whole share, you must receive your election on postage prepaid postcard, or other correspondence, not more than thirty days following the mailing of our notice to you. We will mail you a bill for the balance of the fractional share as practicable after the price per share is established as described in the immediately preceding paragraph. If at that time you wish to continue with your purchase of the balance of the fractional share, we must receive your payment by check or money order within fifteen days of the mailing of the billing to you.



It's also clear that the definitive record date is not yet known. See bold:

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION - DATED AUGUST 8, 2013

IMAG GROUP, INC.
PROSPECTUS

3,000,000 Shares of Common Stock

This prospectus covers the distribution of three million shares by PV Enterprises International, Inc. as a dividend in kind to its stockholders, comprising all of the shares of our common stock which PV Enterprises International owns and thirty-five percent of all of our shares of common stock outstanding. The Financial Industry Regulatory Authority (FINRA) has announced a record date of August 12, 2013 and a payment date of August 13, 2013; provided, that we will not be able to deliver physical certificates until after the effective date of the registration statement of which this prospectus is a part, as to when we can give you no assurance. FINRA has stated that PV Enterprises International’s stock will not be quoted “ex-dividend” with respect to the payment date of the dividend. PV Enterprises International will distribute 0.005667926 of a share of our common stock for each one share of its own common stock, based on PV Enterprises International’s issued and outstanding common stock on July 1, 2013, subject to adjustment for additional shares issued, if any, between that date and the definitive record date. Fractional shares, if any, will be rounded up to the next whole share only when the recipient would own at least one whole share prior to rounding, and we will issue a sufficient number of additional shares to PV Enterprises International for distribution of the dividend as may be necessary to accommodate the rounding of fractional shares. A stockholder of PV Enterprises International who would receive only a fractional share of our common stock will have an option either to purchase an additional fraction to make one whole share or to receive payment for the fractional share, in either case at a price to be determined. We will issue a sufficient number of additional shares needed to satisfy the purchase of fractional shares. See “How PV Enterprises International Will Distribute Our Shares”. Neither PV Enterprises International, nor any other person will receive proceeds from the dividend distribution. PV Enterprises International is deemed to be a statutory underwriter of our shares in connection with the distribution of the dividend.

At the date of this prospectus, there is no public market for our common stock. Following the distribution of the dividend, we will be a publicly owned company. You have no assurance that our common stock will ever be quoted or traded in the public securities markets. We intend to apply to FINRA for a trading symbol as soon as practicable after the effective date of the registration statement of which this prospectus is a part.



I know I'm the bearer of disappointing news, but hopefully some will appreciate seeing the facts of that IMAG Group has publicly disclosed via an SEC filing.

Volume:
Day Range:
Bid:
Ask:
Last Trade Time:
Total Trades:
  • 1D
  • 1M
  • 3M
  • 6M
  • 1Y
  • 5Y