Dave,
Out of curiosity, I spent an hour yesterday tracking through the SEC filings for KSIG-WTNT-NCCP-VNIN. A definite education. Most shells do one deal and expire. This one is starting on its fourth life. Here is a corporate profile that they will not be posting on their website:
KSign Co., Ltd. (KSIG) merged with Witnet International, Inc. in a transaction that was accounted for as a reverse merger. The company subsequently changed its name to KSign Co., Ltd.
Prior to its incarnation as KSign Co., Ltd, the company, then known as Witnet Co. Limited merged with New Cinema Partners, Inc. (NCCP) in a transaction that was accounted for as a reverse merger. The company subsequently changed its name to Witnet International, Inc. (WTNT). The transaction closed on June 28, 2002.
Prior to its incarnation as New Cinema Partners, Inc., the company had been known as Valence 9 Development, Inc. On August 31, 1999, Valence 9 Development, an inactive shell, acquired New Cinema Partners in a transaction that was accounted for as a reverse merger.
The Business
The company was incorporated as Valence 9 Development, Inc. (VNIN) on February 2, 1998, with a plan to “…develop and market a world wide web authoring software product.” Valence 9 Development never commenced operations.
On August 27, 1999, the company changed its name to New Cinema Partners, Inc. (NCCP).
On August 31, 1999, the company acquired New Cinema Partners, Inc., a Canadian company whose business was “…to develop, locate, design, construct, manage, and operate "high tech" specialized theater venues, including digital interactive movies, IMAX films and other specialized films.”
On June 28, 2002, the company acquired Witnet International, self-described as “…a software development company focused on mobile internet services technologies.”
In a proxy statement filed on December 30, 2003, the company asked its shareholders to approve the acquisition of KSign Co., Ltd., a company engaged in the business “…of providing PKI-based solutions for the advancement of internet security.”
The Transactions and Subsequent Performance
The founders of Valence 9 Development were initially issued 25,100,000 shares when the company was first incorporated. On February 23, 1998, the company sold 7,100,000 shares, raising $7,100. On March 5, 1998, the company sold 388,800 shares, raising gross proceeds of $194,400. The company had 32,588,800 shares outstanding. On June 23, 1999, the company completed a one-for-800 reverse split, reducing the number of shares outstanding to 40,736.
On August 31, 1999, the company issued 4,000,000 shares of its common stock for the acquisition of New Cinema Partners, Inc.
On September 14, 1999, the company sold 7,000,000 shares, raising $980,000. On May 22, 2000, the company issued 3,000,000 shares to consultants and on July 4, 2000, it issued 10,000,000 shares for the acquisition of Stone Canyon Pictures. When the company filed its initial 10SB12G on August 11, 2000, it had 24,140,736 shares outstanding.
In May and June of 2001, the company issued 6,984,285 shares in settlement of liabilities totaling $543,416. As of February 28, 2002, the company had 31,175,021 shares outstanding.
On June 28, 2002, the company issued 55,000,000 shares of its common stock for the acquisition of Witnet International. An additional 10,000,000 shares were issued to a third party in exchange for its right to purchase Witnet. As of October 18, 2002, the company had 96,475,021 shares outstanding.
On December 23, 2002, the company issued 7,000,000 shares as compensation to various consultants and officer. The company also issued 9,328,000 shares to various parties in settlement of liabilities totaling $932,800. As of December 31, 2002, the company had 112,803,021 shares outstanding.
During the first nine months of 2003, the company issued 22,000,000 shares as compensation for services rendered. As of September 30, 2003, there were 134,803,021 shares outstanding.
For the nine months ended September 30, 2003, the company booked revenues of $130,061 and recorded a loss in excess of $1.8 million. The company had less than $17,000 in cash.
The company issued another 13,578,000 shares subsequent to September 30, 2003. As of December 5, 2003, the company had 148,381,021 shares outstanding.
According to a proxy statement filed on December 30, 2003, the company was seeking shareholder approval for a one-for-ten reverse split, which would reduce the number of outstanding shares to 14,838,102 shares. The company would then issue 32,800,000 shares of common stock for the acquisition of KSign Co., Ltd.
The company’s early history, including the acquisition of New Cinema Partners, Inc. is documented in the company’s 10SB12G filed on August 11, 2000:
sec.gov |
