Replies to post #30847 on Value Microcaps Motherboard

[patentlawmeister]

Re - CESV, did anybody go through the 10K looking for red flags? If you look at this, you'll see these people were given huge amounts of shares for handing over a worthless shell company that had negative net worth. This raises a serious red flag in my view:

On June 18, 2004, three of our stockholders namely Christina M. Strauch, Michael K. Hair, P.C. and Robert H. Korndorffer (collectively, the "Selling Shareholders") sold 8,888,224 shares of the common stock of the Company for $225,000 (the "Sale") to Best Development Company, Ltd., a British Virgin Islands corporation ("Best Development") and Jie Zhu, an individual ("Zhu"). In connection with this transaction, we also redeemed 1,000,000 shares of our common stock held by Ms. Strauch and transferred all of our interest in Rimmer to Ms. Strauch. The sale of the 8,888,224 shares represented approximately 50.1% of the total outstanding stock of the Company. In connection with this transaction, Ms. Strauch resigned as our Chairman, Chief Executive Officer, Treasurer and Chief Financial Officer and Mr. Korndorffer resigned from our Board of Directors effective as of June 22, 2004. Mr. Lee Kam Man was appointed as our CEO as of June 22, 2004 and Mr. Lee Kam Man and Mr. Li Shilong were appointed as directors of the Company.

The proceeds from the Sale were then loaned to the Company by the Selling Shareholders. We used such proceeds to pay off our current liabilities. Both Christina M. Strauch and Robert Korndorffer were issued convertible promissory notes as consideration for the loans which were convertible into 3,993,700 and 1,126,300 shares, respectively, of the Company's restricted common stock. Michael K. Hair, P.C. assigned his convertible promissory note to Nimish Patel, counsel for the Company, as partial payment for legal services provided to the Company. This promissory note is convertible into 833,320 shares of the Company's restricted common stock. All such convertible promissory notes were converted into our common stock on August 25, 2004.