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Farmboynate

08/12/08 8:19 PM

#8259 RE: YankeMike #8257

yeah looks like they had some pretty bad mishaps the past few years

but they said they have 20 million in assets .....
my guess it the quarry and the lots


"► Deceitful Third Party Business Practices And Actions. Our due-diligence was thorough; however, as events turned out, it wasn't enough. In the best interests of the company and its stockholders, our senior executive management entered into a number of transactions at various times during the past three years, which, then, we believed were entered into by legitimate parties, and that would, over time, offset our losses due to the disruptions in the U. S. real estate market and of the consequent delays to construct our homes in Poinciana, Florida. The first such transaction, which we identified in reports that we previously filed with the U. S. Securities and Exchange Commission (the "Commission"), was with Military Air Parts, Inc. ("MAP"), purportedly a "flourishing" Florida corporation. The MAP transaction required us to recapitalize MAP and to aggressively promote and market that company, which was in the business of providing aircraft parts and refurbishing aircraft that were in military service by various foreign governments. Distribution fully obligated itself under its agreement with MAP; however, following Distribution's advance to that company of approximately $197,000, the directors and officers of MAP withdrew from the transaction and failed to deliver the MAP stock to Distribution, as such conveyance was required by the purchase agreement. Worse yet, Distribution learned that MAP did not have the assets it claimed to own in various financial statements it provided to Distribution and that it did not have the contracts in place to refurbish the military aircraft of said foreign governments. (As an update to the MAP transaction, I should point-out that Distribution intends to commence litigation against MAP, its officers, and directors, should our deliberations with MAP fail in regard to our efforts to be paid back for Distribution's losses.) Distribution's next effort to recoup value for its stockholders and to offset its losses was by its efforts to sell outright 174 of its building lots in Poinciana, Florida to Coastline Development, purported to be a Florida limited liability company. We entered into that transaction in 2007, whereby, Coastline agreed to pay Distribution approximately $8.7 million dollars, following Coastline's due-diligence on the property. The Coastline agreement also called for it to place $100,000 in an escrow account with $50,000 to be paid to Distribution after 90 days to offset Distribution's grant of an exclusivity period, which prohibited Distribution for selling or offering to sell any of the lots until Coastline completed its due-diligence. Following the initial 90-day period, we extended the contract for an additional 90 days, because Coastline said it needed more time. Regrettably, Coastline did not fund the escrow and, more disappointing, was not able to close the transaction. Consequently, it was necessary for Distribution to terminate the agreement. Distribution never realized any proceeds from the escrow and Coastline was not able to pay Distribution for tying up its assets for nearly six months. (As an update on the Coastline transaction, Distribution is considering to undertake litigation against Coastline, when funds become available for that purpose.) The last and most recent effort to engage Distribution in an ongoing business venture was by our efforts to purchase Airborne Security Corp., a Florida corporation. Unfortunately, that firm, too, reneged on its written agreement by failing to transfer the stock of that corporation to us. As the result of our cumulative disappointment evidenced by the abovementioned transactions, our senior executive management decided to concentrate on developing its core assets, its real estate, including the acquisition and development of new real estate properties in recovering Florida markets. (I will be discussing our current real estate development objectives later in this letter.)"