Asset valuations can be acquired via different means. I caution investors to consider the problems when the transactions are not arms length.
An old post but the information should be kept fresh in our minds...<s>
C.E.A. LINES, INC.
On November 7, 1994, the Company entered into an agreement, which was amended on January 1, 1995, with Central European Subholding Inc. to purchase 50.1% of the
common stock in C.E.A. Lines, Inc. ("CEA"). In connection with this transaction 3,000,000 shares of common stock (prior to the 1 for 10 reverse split - see Note 6) were
issued. CEA became a majority owned subsidiary of the Company. CEA's principal asset was an ocean shipping vessel and its main activity was providing freight services. CEA was organized under the laws of the Turks & Caicos Islands,
British West Indies.
On September 20, 1995, the Company entered into another agreement with Central European Subholding, Inc. for the purchase of the remaining 49.9% of the stock of CEA. Under the terms of this agreement the Company received 100% of the stock of CEA Traders, a wholly owned subsidiary of CEA. In connection with this transaction 400,000 shares of common stock were issued.
The shares were valued by the Company at $2,000,000. The purchase price was allocated to property, plant and equipment ($1,454,269) and minority interest ($545,731).
The CEA acquisition was a related party transaction. Current management has been unable to determine whether the acquisition was made at "arms length" and therefore whether amounts recorded in the financial statements properly reflect the fair values of the assets acquired.
On January 8, 1996 the Company's chief executive officer resigned. Since his resignation the Company has had several chief executive officer's. Current management joined the Company on July 15, 1996.
Current management has had communications with the officer that resigned to compel him to return the following to the Company: (1) the assets of CEA (including the ocean shipping vessel), (ii) the books and records of CEA, and (iii) the books and records of the Company from inception through December 31, 1995. To date, current management has been unable to reach an agreement with the former chief executive for the return of the above. Management is currently
investigating its legal options, but believes that it may not be practicable or economically reasonable to further pursue this matter.
Pending the conclusion of its investigation, management has
instructed the Company's transfer agent to stop the transfer of the 400,000 common shares issued in the second CEA transaction.<s>
Additionally, since the Company is unable to secure the assets of CEA, management has determined that the Company's investment in CEA which amounted to $3,354,068 should be and was written off as of June 30, 1996.
Fort Lauderdale, Florida Wednesday September 4,1996
This continues to concern me, and I cannot figure how this can be, I would appreciate comments. 3 months after the vessel was not able to be secured, and was written off, Mr. Morgan is on that very vessel and via a pr release advises that he had spent the weekend on it checking the FINISHING of the refurbishing. The filing does not at all agree with the press release. The company must have taken control of it
and it was almost ready to go hit the carribean ports, yet the filing says it was written off and they could not secure it. Then why the release and comments?
Mr. Morgan spent the labor day weekend in Jamaica where Olympus Ventures shipping line CEA is finishing the refurbishing of their flagship "Pilar del Caribe."
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