After reading the Form 10 I'm very confused about the GFPI. I have consolidated all my dd trying trying to make sense. Why isn't there a disclosure about the secondary offering? Also my DD seems to conflict with the SEC filing. The financial statement shows the $2,500,000 GFP investment? I wanted to pose my questions to this board before asking anyone on RB. If someone here understands, please explain.
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Source: Sec Form 10-12g
"In August of 1997 the Corporation completed an arms length non-monetary transaction in which the Corporation exchanged 200,000 shares of preferred stock Series B, par value of $100, and 150,000 shares of common stock in return for 756,191 voting shares of Common Stock in the Growth Fund Partnership, Inc. ("GFPI"). This series of preferred stock is redeemable at $100 per share, or $20,000,000. This investment represents less than 1% of the outstanding stock of GFPI. GFPI is a diversified closely held Florida corporation the assets of which are comprised of large holdings in real estate and mineral and mining rights. The Corporation recorded its investment at the estimated fair value for non-liquid common stock of $18 million."
"During 1998, the Corporation decided to sell its investment in GFPI. Subsequent to December 31, 1999, the Corporation entered into a sales agreement to sell its investment for $2,500,000. Accordingly, the investment was written down to this value with a corresponding reduction in preferred stock Series B as of December 31, 1999."
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PITTSBURGH, /PRNewswire/ March 26, 1999
"In addition, MBHC has a number of assets, including 667,000 shares of Growth Fund Partners (GFP), recently valued at $33 million by GFP. Growth Fund Partners is a private investment fund that owns various mining interests and real estate in North and South America."
PITTSBURGH--(BUSINESS WIRE)--March 7, 2000
"National Institute Companies of America ("NICA"), announced that it has entered into an agreement with Oxford International Inc. whereby Oxford International Inc. has agreed to place a secondary offering of $20 million."
Source - oxfordint.com - March 2000
"This announcement appears as a matter of record only Oxford International, Inc., with the assistance of International Mercantile Corporation (OTC-BB-IMTL) has assisted in the completion of $18,000,000. In an Asset Acquisition with Growth Fund Partners, Inc. Mortgage Bankers Holding Corp (MBHC) Financing Structured and Placed by The Oxford Group, Inc."
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I also could not find the Amendment to company bylaws for changing authorized shares from 50 mil to 100 mil. Are these red-flags concerning SEC Form 10-12G? I'm asking this board because bashers will have a field day if I post on RB.
Thanks
Greg |
