What about Pinmail? How did ASFI get Pin[head]mail when PLAboy had a lien on AsiaFocus' assets?: "Asia4sale was incorporated on April 9, 1996, duly organized, validly existing and in good standing under the laws of Hong Kong. Asia4sale was organized to buy and sell merchandise over the internet, buying and selling
goods directly from manufacturers in Asia. To be competitive in the Asian market, the Company has acquired the assets of Pacific Barter, Ltd., a company specializing in barter in Asia.
On March 25, 1999, the Company entered into an Acquisition Agreement and Plan of Reorganization, under which the Company acquired Asia4sale.com,Company issued 100,000 (post-split adjusted) shares of restricted common
stock and paid $15,000 cash to the majority holder of the capital stock of
Asia4sale, thereby virtually making Asia4sale a wholly-owned subsidiary of
the Company. In addition, the Company made an unsecured loan of $50,000 to
Asia4sale upon closing of the acquisition and agreed to issue one(1)
additional share of restricted common stock for each dollar ($1.00) of
actual earnings of Asia4sale for the period from April 1, 1999 through
September 30, 2000. Asia4sale is in the business of Internet related
international e-commerce. In addition, the Company was granted the option
to repurchase the 100,000 shares issued in the acquisition of Asia4sale for
a period of one (1) year at a price of $1.50 per share in the event that
Asia4sale fails to reach positive cash flow from its operations by
September 30, 2000. The acquisition was completed on May 12, 1999. The
acquisition of Asia4sale was accounted for as a purchase. The contingent
shares are not recorded as being issued in accordance with APB16,
paragraphs 79 and 80. |
