Here is a question and answer email sent to Bailey and returned to a member on RB. It sounds to me like the creditors have not accepted the offer of shares at $.02. If the creditors haven't accepted the terms of $.02, it doesn't make any sense why they would accept half the number of share with a $.04 price.
Good luck to all longs. I'll be green with envy if this company pulls of the miracle and actually reverses in March.
IOMH
February 11, 2000
Mr. Richard Bailey
President
Consolidated Capital North America (OTCBB: CDNO)
(via facsimile and e-mail)
Dear Mr. Bailey,
Per your request, I have solicited from the posters at the Raging Bull CDNO
thread questions that they had regarding CDNO for your consideration. I have
consolidated these questions into one list which appears below. For the purposes
of clarity I would appreciate if you could respond to all questions. For those
questions where you are not able to provide information due to limitations on
forward looking statements or insider/proprietary knowledge please indicate such
by answering with some type of response such as ?I cannot answer the question at
this time.? By doing so I hope to avoid any confusion amongst shareholders
pertaining to whether or not their question was answered.
I hope you find this format suitable and in adherence with the spirit of your
original request for questions.
Thank You for making the effort to inform shareholders to the best of your
abilities.
Sincerely,
Joe Wierzbicki
Sacramento, CA
Questions pertaining to Consolidated Capital of North America, Inc.
______________________________________________________________________________________
1) Could you please offer a projection or estimation as to what will be the total amount of shares outstanding should the creditors agree to the stock swap deal?
1. I cannot comment on that particular issue at this time.
2) In your company?s press release of December 1, 1999, there was the following mention of financing included among the conditions necessary for a Reverse Merger to occur: ??the raising of in excess of $10,000,000 in new investment capital by the Company.? However, such a mention was not included in the February 1st 8-K filing. Is the $10 million in capital still a necessary condition for the
reverse merger to occur?
2. a.) I cannot comment on that particular issue at this time.
Was there a reason it was in the December press release but not the February press release?
b.) Ibid
Finally, on this topic, is this $10 million factored into the number of shares that will be issued to creditors?
c.) Ibid
3) In the event that the reverse merger into European e Commerce Ltd. is successful, how concerned is (are) the suitor(s) about the large number of shares, and what degree of possibility exists for a reverse split?
3. I cannot speak on behalf of the management of EeC.
4) Will we shareholders be informed immediately once CDNO gets the thumbs up or down from the creditors and your negotiations to achieve approval from them to exchange any outstanding debts owed to them for shares of CDNO?
4. We will notify the shareholders at the appropriate time in a manner consistent with our past practices.
5) Can you provide us with an update as to how much is currently outstanding in debt?
a.) With respect to the amount outstanding in debt, I would respectfully refer you to the 10-Q filed by the company on November 22, 1999.
Similarly, can you tell us how many creditors have agreed to the debt for equity exchange, and how many have yet to agree?
b.) I cannot comment on that particular issue at this time.
Have any creditors responded that under no circumstances will they aree to such an exchange?
c.) I cannot comment on that particular issue at this time.
6) Is there a lock out period on the shares at .02/.04?
6. a.) As stated in the December 1, 1999 form 8-K, the creditors are being offered shares that would be regarded as restricted securities subject to the restrictions on resale set forth under Rule 144 of the Securities and Exchange Act.
If so, then for how long, and are there any other restrictions on these shares?
b.) In most instances, Rule 144 specifies a restriction period of one year from the time of issuance
7) If all of the creditors do not accept the debt for equity offer is there any chance of EeC Ltd. absorbing a small amount of debt?
7. a.) I do not know.
If all of the creditors do not accept the debt for equity offer are there other means by which the company can still accomplish the reverse merger into EeC Ltd.? (You do not have to answer with regards to what those means would be if you are not able, but if you can answer as to whether additional options exist with a yes, no or possibly/probably/unlikely, etc? that would be helpful)
b.) No.
8) Is the $7 million figure still valid in terms of the estimated resale value of the assets of TPSS?
8. As stated in the Company's Form 8-K on January 31, 2000, the sale of TPSS's assets by the court appointed receiver has been approved by the court. All of the proceeds of the sale of such assets will be used to repay the creditors of the Company's subsidiary and to pay the court costs of the receiver.
9) Has the asset sale of TPSS already happened? (I read something about it happening in Oct. 99 in the 10Q)
9. The sale of TPSS is final.
10) Does the TPSS liquidation include all 3 subsidiaries?
10. The Sale of all three subsidiaries has been completed.
11) How much debt remains after this asset sale in terms of TPSS-related creditors specifically?
11. a.) I do not understand the question as you have posed it. However, any and all TPSS related debt carried by the parent company has been included in the "up to $15,000,000" figure referenced in our Press Release and 8-K filed on December 1, 1999.
How much debt remains for the entire company after sale of this asset?
b.) I respectively refer your to the answer provided in 11. a.) above.
12) Is it possible for EeC to step up their DD investigation start date of 3/31 or is that date "cast in stone"? In other words, if the shell isclean BEFORE that
date, would we have to wait until that date for the next step?
12. a.) I cannot speak on behalf of the management of EeC. The 3/31/00 date referenced in Form 8-K and released on 1/31/00 remains the deadline.
Has EeC Ltd. made any statements regarding the potential for this process to begin before the 31st of March?
b.) I respectfully refer you to the answer provided in 12. a.) above.
13) If for some reason the reverse merger does not pan out, is it possible that this would remain a clean shell for another opportunity with another company?
13. a.) I believe we made our position clear with respect to this question in our press release and 8-K issued on January 31, 2000.
Does the company have any strategies in place to take advantage of this opportunity or have you been in discussions with any other entities that would
potentially be interested in using CDNO for reverse merger purposes?
14. Depends. |
