As a Private Investor: Back when I first bought this stock in Septemeber/October 1997... I saw a news release with a name (Steven King) who I knew to be a deal maker. His reputation at the time was that he brings private companies public. He is now more of a promoter however. Anyway I have a post at the start of this thread explaining that. Upon which I knew Steven would be stepping down as soon a deal was made.
So I looked at the stock structure and once I did some thinking on it I figured I had a good shell though beat up because it has deal makers in it and the following analysis which is basically my personal logic. (By the way having deal makers in it or attached to it gave me a sort of fail safe)...
1.) The preferred I believe would hold the min. requirement of the $5.00 bid however it did not have enought shares in it so I felt they would have to split or dividend this particular part of the trilogy in order to increase the float to the minimum requirements according to the qualifications of a bigger board plus it had stock penalties due as per the SEC filings if certain requirements were not met. (whew long sentence)
2.) The warrants are a way for a corporation to raise capital IF they had assets and revenues to cause the stock to get public attention. Well up to the discover of what Dan was doing this was proved it will happen. This dilution is needed to increase the float of the common for real world buying to come into play. No brokers like getting into a stock that has a small float because of its rapid ability to rise and fall.
3.) The common which is the basis for the warrants and Preferred.
Here is a site for listing requirements..
ets.it
ALso here is the Secaurity Act of 1934 12g which is considered: (note: it states any security or class it does not state exclusive to the common.)
12g.
1.Every issuer which is engaged in interstate commerce, or in a business affecting interstate commerce, or whose securities are traded by use of the mails or any means or instrumentality of interstate commerce shall--
A.within one hundred and twenty days after the last day of its first fiscal year ended after the effective date of this subsection on which the issuer has total assets exceeding $1,000,000 and a class of equity security (other than an exempted security) held of record by seven hundred and fifty or more persons; and
B.within one hundred and twenty days after the last day of its first fiscal year ended after two years from the effective date of this subsection on which the issuer has total assets exceeding $1,000,000 and a class of equity security (other than an exempted security) held of record by five hundred or more but less than seven hundred and fifty persons,
register such security by filing with the Commission a registration statement (and such copies thereof as the Commission may require) with respect to such security containing such information and documents as the Commission may specify comparable to that which is required in an application to register a security pursuant to subsection (b) of this section. Each such registration statement shall become effective sixty days after filing with the Commission or within such shorter period as the Commission may direct. Until such registration statement becomes effective it shall not be deemed filed for the purposes of section 18 of this title. Any issuer may register any class of equity security not required to be registered by filing a registration statement pursuant to the provisions of this paragraph. The Commission is authorized to extend the date upon which any issuer or class of issuers is required to register a security pursuant to the provisions of this paragraph.
2.The provisions of this subsection shall not apply in respect of--
A.any security listed and registered on a national securities exchange.
B.any security issued by an investment company registered pursuant to section 8 of the Investment Company Act of 1940.
C.any security, other than permanent stock, guaranty stock, permanent reserve stock, or any similar certificate evidencing nonwithdrawable capital, issued by a savings and loan association, building and loan association, cooperative bank, homestead association, or similar institution, which is supervised and examined by State or Federal authority having supervision over any such institution.
D.any security of an issuer organized and operated exclusively for religious, educational, benevolent, fraternal, charitable, or reformatory purposes and not for pecuniary profit, and no part of the net earnings of which inures to the benefit of any private shareholder or individual ; or any security of a fund that is excluded from the definition of an investment company under section 3(c)(10)(B) of the Investment Company Act of 1940.
E.any security of an issuer which is a "cooperative association" as defined in the Agricultural Marketing Act, approved June 15, 1929, as amended, or a federation of such cooperative associations, if such federation possesses no greater powers or purposes than cooperative associations so defined.
F.any security issued by a mutual or cooperative organization which supplies a commodity or service primarily for the benefit of its members and operates not for pecuniary profit, but only if the security is part of a class issuable only to persons who purchase commodities or services from the issuer, the security is transferable only to a successor in interest or occupancy of premises serviced or to be served by the issuer, and no dividends are payable to the holder of the security.
G.any security issued by an insurance company if all of the following conditions are met:
i.Such insurance company is required to and does file an annual statement with the Commissioner of Insurance (or other officer or agency performing a similar function) of its domiciliary State, and such annual statement conforms to that prescribed by the National Association of Insurance Commissioners or in the determination of such State commissioner, officer or agency substantially conforms to that so prescribed.
ii.Such insurance company is subject to regulation by its domiciliary State of proxies, consents, or authorizations in respect of securities issued by such company and such regulation conforms to that prescribed by the National Association of Insurance Commissioners.
iii.After July 1, 1966, the purchase and sales of securities issued by such insurance company by beneficial owners, directors, or officers of such company are subject to regulation (including reporting) by its domiciliary State substantially in the manner provided in section 16 of this title.
H.any interest or participation in any collective trust funds maintained by a bank or in a separate account maintained by an insurance company which interest or participation is issued in connection with
i.a stock-bonus, pension, or profit-sharing plan which meets the requirements for qualification under section 401 of the Internal Revenue Code of 1954, or
ii.an annuity plan which meets the requirements for deduction of the employer's contribution under section 404(a)(2) of such Code.
3.The Commission may by rules or regulations or, on its own motion, after notice and opportunity for hearing, by order, exempt from this subsection any security of a foreign issuer, including any certificate of deposit for such a security, if the Commission finds that such exemption is in the public interest and is consistent with the protection of investors.
4.Registration of any class of security pursuant to this subsection shall be terminated ninety days, or such shorter period as the Commission may determine, after the issuer files a certification with the Commission that the number of holders of record of such class of security is reduced to less than three hundred persons. The Commission shall after notice and opportunity for hearing deny termination of registration if it finds that the certification is untrue. Termination of registration shall be deferred pending final determination on the question of denial.
5.For the purposes of this subsection the term "class" shall include all securities of an issuer which are of substantially similar character and the holders of which enjoy substantially similar rights and privileges. The Commission may for the purpose of this subsection define by rules and regulations the terms "total assets" and "held of record" as it deems necessary or appropriate in the public interest or for the protection of investors in order to prevent circumvention of the provisions of this subsection.
Here is the Security Act of 1934 URL;
law.uc.edu
Now maybe I am reading this wrong but I do not see common stock mentioned anywhere but I do see total security or, any or class. MIDLP does qualify for that wording of security, any and class.
Any opinions on this logic is welcomed. But seriously I think all MIDL need is assets along with a solid company which I thought we had. so now I am back to the same scenario of MIDL needing assets and a solid resident.
This was and is my opinion then and now. This is not hype but exactly the logic why I invested and have been accumulating for the long term. However now that Steven is not bringing private companies public but rather more of a promoter I felt better about the fail safe when I discovered a few weeks ago of a Capital Investment Firm that holds a large position in this stock which is why I did not panic (however I did get sick to my stomach) and I imagine that investment firm did also.
I have told people all along to use common sense when investing and I still advocate this. I personally would rather gamble on a stock structure and potential of a good deal than an on-line guru any day.
Hope this explains my logic.
GB
This is not a buy or sell recommendation nor in any way expresses the views or opinons of MIDL. This is the answer to a question made to me as a private investor.
MIDL has no product, no industry, no revenues, no nothing except for two board mambers and a corpoate shell which is empty. |
