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brute_force

10/16/07 1:13 PM

#270587 RE: kacey #270580

What happened here is that the dirty WA shell, fka TMM, went private (SEC Rule 13e) by selling Cinemax WA its' public vehicle. To do that, Fan had to own 51% of the voting stock.

Because TMM was too dirty for a merger, was liquidated and had no business operations or holdings (other than QTN which is a liability), the only way Fan and Gouveia could make money from the dirty TMM shell was by pumping & dumping its' stock after a R/S and getting a bid.
Gouveia disclosed that Fan, owning "53%" of the voting stock, was the the Majority Shareholder or "seller" of TMM to Cinemax Canada. Fan sold the QBID public vehicle to Cinemax Ca (where Fan & Gouveia are also officer/directors). So Fan was actually the "seller" AND the "buyer" in the cross border transaction. By selling his shares to himself, Fan transfered majority interest back to himself at Cinemax Ca, the entity that now owns the public vehicle, currently being traded as CPPC. This gets Cinemax Canada out of registering stock with the SEC by Cinemax Canada selling Cinemax WA their private shares. That is why there was never the promised 2-for-10 stock exchange. That is why Pappy is disclosed as being the "CEO & President" in PR's, not Fan. Fan is CEO & president of the now private Cinemax WA.
Instead of Cinemax Canada registering its' stock with the SEC for the exchange in a merger, TMM (Cinemax WA) went private by selling Cinemax Canada its' public vehicle and Cinemax WA, fka TMM, is now private.