Post:
"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."
Response:
Its in black and white IMO. The company sold its interest which was nonliquid for $2.5 million in cash and took a tax loss writeoff for the rest. Currently, they have a loss carry forward of $9-10 million which means they won't have to pay taxes on that amount of earnings in the future. What good is an asset regardless of value if you cannot use it for anything (nonliquid)?
Post:
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."
Response:
Without going back through it, my memory says that they bought Oxford for 5,000,000 shares and 1/2 of first year earnings. Not sure if there will be a secondary now or since they own Oxford, they will no longer do it.
Post:
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?
Response:
Why would an ammnedment be needed? The bylaws authorize 50 million common shares and 5,000,000 preferred shares. (see section on ammended certificate of incorporation). The preferred shares are redeemable at 10:1 to common per section 4.3.5 a) general i) conversion. They converted preferred shares to common which is why Series A preferred have disappeared on the March 31 statement. 5 million x 10 is 50 million. Authorized now stands as 0 preffered and 100 million common. How is that a red flag? They did exactly what the bylaws state. |
