PartyTime, thanks for the material provided yesterday.
This morning, I re-read the ESVS filings in March, which do have some interesting disclosures. For example,
a. Roger Mincheff has been a director of ESVS since March 9, along with Lair.
b. 8K refers to a 2/6/98 "Zulu-Tek Business Plan and Confidential Memorandum" which was the inducement for the stock acquisition agreement. Per Section 4.06 of stock acquisition agreement, Zulu-tek's busienss plan "accurately sets forth results of SIM for 12/31/97 and 1996" and "sets forth the current prospects of Zulu-Tek in 1998 and 1999."
c. The financial information "accurately" set forth in the business plan was subject to an audit to be completed within 45 days of stock acquisition agreement, and monthly financials were to be exchanged, apparently commencing in April.
d. Based on points ## b and c above, there are PLENTY OF FINANCIAL STATEMENTS floating around, and they have been in existence for 2 months or more. I am not aware of any obligation that they be released to the public, simply because they are provided pursuant to a stock acquisition agreement to a holder of RESTRICTED stock.
e. The Stock acquisition agreement was signed by Neil Miller, so he is still around. It would be interesting to find out the connection between Miller and Hayton (although a Sydney, Australia newspaper article available through Altavista stated that Hayton inadvertently ran into Meatchum (sp?) in late 1997 or early 1998, and this apparently led to Hayton's follow up and interest in Zulu-Tek.
f. I may have been wrong in prior message re NetVest's ability to convert its 1MM shares of Class D preferred into 50mm shares of common of NETZ. It looks like Class D only gets 50 votes per each share of preferred for key transactions. (Of course, without seeing the Class D records, I have no idea what other "preferred" rights go with the Class D stock.)
g. NETZ precluded by ESVS stock acquisition agreement from issuing more than 65mm shares of common, except per Exhibit 7.04 to ESVS stock acquisition agreement (which is not available on line, I guess).
Finally, I find it amusing that on page 5 of 9 of the Form SC13G filed by Netvest Capital Funding in March a "footer" has been inadvertently left there from an early draft of the document. It reads "netmast/zulu/sec.13g." I am not sure what to make of it, although it suggets more of a client relationship or focus on NETZ, because my "internal office" footers usually reference the client name first.
Hope all of this wasn't too boring. I just wanted to pass on "highlights" of SEC filings. I trust everyone else will take the time to read these as well, and may be find some other nuggets of information.
P.S. As far as the audit requirement in Stock Acquisition Agreement, and 45 day deadline for completion and turn over to ESVS, I believe this was a formality only to protect against criticism by non-insider shareholders of the two companies. And, who is to say whether ESVS would back out of deal, even if audit was materially at variance with the 2/6/98 business plan? All of this hoopla,
about when financials will be released, has been totally ridiculous. However, I also have been a participant, and now wonder if complete financials will be made public, unless and until NETZ as a bulletin board stock is required to disclose or there is formal merger and ESVS has to provide financial information.
Is IR indicating that NETZ will disclose what it does not have to disclose at this point? Or, is NETZ stating that audited financials are "in process" for disclosure to ESVS, per stock acquisition agreement. Who knows for sure? |
