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Microcap & Penny Stocks : Zia Sun(zsun) -- Ignore unavailable to you. Want to Upgrade?


To: Francois Goelo who wrote (3166)7/6/1999 1:17:00 AM
From: wonk  Read Replies (1) | Respond to of 10354
 
Monsieur Tout:

Yes, I feel no qualms about addressing you in such a fashion since any rational individual reading through this thread will immediately recognize you as that.

...If you've read the thread, as you say, you must have seen that the 10SB, 10K and 10Q are scheduled for released in mid July and before the planned Conference Call....

Shall I go document the broken promises?

Nevertheless, practically every time you type something you get it wrong. Trying to mislead potential investors?

The Company cannot file a 10K or 10Q until it become a Section 12(g) reporting Company. Currently ZSUN is an exempted company. In order to become a 12(g) company, ZSUN must first submit a Form 10 to the SEC who reviews the submission and then provides comments on the disclosure.

This is what is required in the Form 10 (most likely an SB form, i.e., small business).


Securities Exchange Act of 1934
Section 12 -- Registration Requirements for Securities
...

b. A security may be registered on a national securities exchange by the issuer filing an application with the exchange (and filing with the Commission such duplicate originals thereof as the Commission may require), which application shall contain--

1.Such information, in such detail, as to the issuer and any person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the issuer, and any guarantor of the security as to principal or interest or both, as the Commission may by rules and regulations require, as necessary or appropriate in the public interest or for the protection of investors, in respect of the following:

A. the organization, financial structure and nature of the business;

B. the terms, position, rights, and privileges of the different classes of securities outstanding;

C. the terms on which their securities are to be, and during the preceding three years have been, offered to the public or otherwise;

D. the directors, officers, and underwriters, and each security holder of record holding more than 10 per centum of any class of any equity security of the issuer (other than an exempted security), their remuneration and their interests in the securities of, and their material contracts with, the issuer and any person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the issuer;

E. remuneration to others than directors and officers exceeding $20,000 per annum;

F. bonus and profit-sharing arrangements;

G. management and service contracts;

H. options existing or to be created in respect of their securities;

I. material contracts, not made in the ordinary course of business, which are to be executed in whole or in part at or after the filing of the application or which were made not more than two years before such filing, and every material patent or contract for a material patent right shall be deemed a material contract;

J. balance sheets for not more than the three preceding fiscal years, certified if required by the rules and regulations of the Commission by independent public accountants;

K. profit and loss statements for not more than the three preceding fiscal years, certified if required by the rules and regulations of the Commission by independent public accountants; and

L. any further financial statements which the Commission may deem necessary or appropriate for the protection of investors....

law.uc.edu

Actually, I believe there are more reporting requirements - things like judgements and or legal action either final or pending against the Company or officers. I'd have to check but the above is a pretty good place to start - wouldn't you agree?

Now lets speculate for a moment. ZSUN has just filed suit against 8 people. The information that the Company must submit in the Form 10, if it is complete and accurate, will probably constitute a significant portion of the defendants deposition demand.

1. If the Company wishes to bleed the defendants, why should they hand this information for free?

2. If they file the Form, then much, if not all, of there own case will be thrown out - IMO - since truth is an absolute defense.

3. If they file the Form and lie, or leave out material information, then they've given the defendants an even larger hammer to pound them into dust - with both the Court and the SEC.

4. If they file the Form - and it has anything approaching the linked information brought forth on this thread - the stock will drop like a rock.

Now I'd love to see the filing. For legitimate companies, there is NO GOOD REASON not to report. It's not hard. Companies make up all kinds of excuses why they can't file - or the filing is delayed: they're all BS. So, I won't hold my breath.

Have a nice day.

ww

p.s. Regarding Section 12(g)1B, I'm sure the defendants will be especially interested in those contracts for "investor relations" and "promotion."



To: Francois Goelo who wrote (3166)7/6/1999 1:59:00 AM
From: who cares?  Respond to of 10354
 
Francoise one would have to have the patience of Job if they ever expect to see financials from this company. They would also have to have the brain of an amoeba to believe anything you say about the financials. First the company promised them by March 15. Then you came along and started touting mid April, then late April, then mid May, late May, early June, mid June, late June, early July, mid July, late July, back to mid July, now it's late July. Are you sure? LOL.

I would like to thank Francoise for again helping to show that I speak the truth. Way back when, I mentioned a couple of local companies and how they had real building, real employees, blah blah blah and were still bogus. Of course it had to be made up, me being a short selling basher. Sorry, I do speak the truth, and now that my double secret identity has been compromised for the world to see, I will show you the two companies. Here's one of them, posted by Francoise himself on this very thread. (oh the irony)
techstocks.com

Mr. Ogle and Exsorbet came out of nowhere and set up shop here. At first everything was wonderful, new plant meant new jobs, Mr. Ogle was everyone's friend, and why not, he had fun with his money. Hell one 4th of July his personal fireworks display was much better than the cities. The editor of one of the local papers wrote a glowing revue of the company and encouraged all to invest. Mr. Ogle proceeded to buy said paper a little later. Wonderful product, some kind of all natural bio-degradeable enviro friendly oil-dri that broke down the oil into gold bars or some other wonderful claim.
Then a chink in the armor. A rival paper ran a story about how when Mr. Ogle left Canada he was found to be carrying well north of $100,000 in cash on his person. There was also something or other about securites fraud or somesuch. Not to worry, that was in the past, this was a new deal, hell you could drive by the plant and see the product being shipped out on pallets, and all those people in the parking lot were taking there check to the bank down the street and cashing them just fine. Why they even ran the stock symbol by on the evening news right there with Wal Mart and Tyson, it had to be legit.
Well, the plants closed now, not sure what's in the building. I can break out the digital camera and take some shots if you'd like, it's only a mile or two from me. The people lost their jobs, the shareholders, some of them smart enough to know better, lost everything. Mr. Ogle? He lives about two or three miles from me the other direction, in a house that would be considered very nice no matter where it was located. I suppose he's waiting trial.
The second company was even further back in time 1988'ish, OEX something I think was the name. They made extremely thin speakers that looked like art on the wall(I assume they were electrostatic of some kind) They even had a celebrity spokesman and investor, a true stereophile if there ever was one, MR. T.(I sh*t you not) It sure seems like they were in business for several years, of course on that fateful day when the SEC or FBI or whoever it was kicked in the door(seems like management locked themselves inside) what did they find but a bunch of empty boxes supposedly filled with ready to ship speakers. Poof, company gone, no more company jet, employees in the unemployment line. Again, investors, many smart enough to know better, wiped out. The top dog on that one went on the run, but I think quickly turned himself in, don't know how it turned out, his last name was Cooper, can't remember his first.
Mr. Burns does not lie and looks forward to meeting in court the #$%@#$ $%%$#%'s that have made the grave mistake of filing suit againt him. Let's do this.

Mr. Burns