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packerfan9

04/16/11 2:58 PM

#229645 RE: Makamai #229643

Maka good question. That is exactly why I am happy they came up with plan b share exchange vs merger. Since not a merger all liab and issues with QASP stay with QASP. We will have shares in totaly different co after exchange. It will just make us shareholders in the newco vs QASP. The shares of QASP we exchange are then owned by the newco. So it will be a major shareholder of QASP depending on how many shareholders take the exchange. Then they can fight with Joe and Dean to see if monies can be recovered. QASP has no money to make that legal fight presently as is. IMO a win for current shareholders to get away from all the QASP mess and liab. QASP as it is now is a dead company. Dean stole any chance it had when he stole or blew what sales of 1.5 billion shares created. Now to have a future QASP has no money to pay lawyers etc to spend months or years trying to recover what Dean stole or anything else. We have no operation worth anything Dean built for 1.5 billion shares or 5 billion like Joe wants to take QASP to. The same management that wants to do more dilution where around for prior dilution. We all can see how well they did building QASP with funds from dilution.

For me its simple take share exchange and be done with the QASP mess. I will take my chance with Owens and new company vs mess called QASP and more dilution that Joe wants. Anything is better then staying in QASP and the mess created.

If anyone thinks QASP has a future without the merger or a lot more dilution I don't. Dilution might give QASP a future but current shareholders will be wiped out with price at .0001 and big r/s at that price. Since they stole the money last time from dilution I think same crooks will again. They have showed us they do not care about shareholders or building a viable company with first round of dilution.
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Investman432

04/16/11 4:12 PM

#229650 RE: Makamai #229643

The problems with a dividend is that it's an affirmative action by QASP that has to treat all holders in accordance with Articles of Incorporation. Any flaws in the Articles or disputes will confound completion of the distribution.

1. The Articles of incorporation provide the preferred shares receive dividends paid to the common. There is big dispute over the number of "as-converted" shares the preferred should get and whether the preferred are even validly issued.

2. Creditors of QASP can claim fraudulent conveyance if anything of value is distributed to a subordinate class during a preference period while the company is insolvent (which it is).

3. A dividend would require a vote of the Board, and there is dispute over who comprises the board.

4. To be able to dividend something out (shares of a shell) it has to get in first. QASP is presently frozen and can't take any corporate actions because of the stalemate.

5. This type of dividend (shares of a newly formed entity, not held for five years) would taxable income to the receivers on the implied value.