Jacalyn Hi !
Well, it looks like things are as interesting as ever on the XSNI thread ! Great to hear that you had a relaxing and fun time with your visitors last week.
As you know, i have been back from merry old England since last week. Unfortunately, i have not had access to my computer for a few days because we had to move. Long story, but i am now without my ADSL line and back on dial up for a few weeks. Feels like i have slipped back into the dark ages !
On to XSNI and my visit to England.
As posted earlier, the company has moved office to Capper Street, which is just off Tottenham Court Road for those of you who know London.
Unfortunately, i had very little luck in trying to discuss the company with anyone at the offices or in trying to meet with Mr Manning. People at the X-Stream offices were under instruction to discuss nothing but the general operations of the business. All other enquiries were to be directed to Mr Manning at Fox Hayes. When trying to set up a meeting with Manning, i was informed that he was not available to discuss XSNI at all.
What i did manage to find was documents relating to all companies involved, Mega Com, Nethead, GOD, X-Stream Technologies inc. and X-stream network inc.
In London, there is a place called Companies House. All companies, both public and private, are required to report to companies house with their annual financial statements and any changes in status, ie. changes in directors, place of business etc...
The reports that i was able to print out include the group financial statement for Mega Com Group PLC for the 16 months ended 30th April, 1998, the financial statements for Nethead for the same period and the directors list for X-stream Technologies inc. In addition, i was able to view a number of older documents which confirmed some of the past info from this thread.
Some of my questions have been answered by what i found, but, others have been raised !
I will try to pass on this info without rambling too much:
Quotes from the Mega Com Financial report, filed with companies house November 6th, 1998:
Directors report
Principal activities:
The principal activity of the group was the provision of internet services.
Review of the business and future developments:
Following the closure of the advertising, marketing and promotional subsiduaries in early 1997, the group focused on internet related business and has reduced the losses during the period.
The company and a subsiduary company entered into voluntary arrangements with certain of their creditors on 8th of October 1997. As part of these voluntary arrangements, thew ultimate holding company has gauranteed to issue no more than 1,500,000 of its shares by 31st December 1998 so as to realise an estimated £450,000 which would be paid to those creditors subject to the voluntary arrangements should the exercise of the Netex option or sale of the Netex investment not be forthcoming by that date. The voluntary arrangements enable the group to continue trading and to concentrate on turning its internet activities to profit.
Result and dividends
The group trading loss for the period after tax was £480,407.
The directors do not recommend the payment of a dividend.
Directors and their interests
At 30th of April 1998, and 31st December 1996 the directors were interested in shares of the parent company, X-Stream Network inc, as follows:
G B Carvalho 1,256,117 Ordinary shares of $0.01 each
J R Manning 41,000 " "
Investments
The associated companyis Netex Network Communications Corp. which is incorporated in, and operates in, the United States of America providing internet services.
No accounts have been produced for the associated company since its incorporation and therefore its results have not been included in the group financial statements.
Details of the companies wholly owned subsiduariey undertakings, which are incorporated in England and Wales, are as follows:
Nethead Limited
Global online directory limited
"* Nethead is incorporated in England and GOD is in Wales !"
Ultimate Holding Company
The parent and ultimate holding company is X-Stream Network Inc. ( formerly Mega Com Group Inc. ), a company incorporated in the United States of America.
Mega Com Plc information from form 363s Annual return to companies house up to 13th September 1998, filed 16th October 1998:
Directors
Gregory Benedict Carvalho
11 Goldlay Avenue
Chelmsford
Essex
CM2 0TL
"No other directors listed, I found it strange that Manning was not included !"
Issued share capital 23,509,062 Nominal value £1,175,453.10
List of past and present members:
X-Stream Network inc. Number of shares held 23,509,062
Summary
It is clear that XSNI was previously Mega Com Group Inc., therefore, XSNI is the parent company of Mega Com Group PLC ( Previously Firecrest Group Plc ). The documents that i have from companies house confirm that Mega Com Group Plc do indeed own Nethead Limited and Global Online Directory Limited. They do not confirm that, as of April 30th 1998, Mega Com Group Plc or their parent company are the owners of X-Stream Technologies UK Limited. X-Stream Technologies UK Limited is listed as being owned by X-Stream Technologies Inc. registered in the United States.
In the circular sent to Mega Com shareholders in February 1999 it states that "the most significant is the acquisition by the company of X-Stream Technologies Inc. (X-Stream). Therefore, it can be safely assumed that XSNI does truly own all companies involved including the actual X-Stream technologies inc.
One of the things that gave me some level of comfort with the issue was the fact that Manning only holds 41,000 shares of XSNI. What i would like to find out, as would everyone else, is more info relating to the actual share structure. As stated in the circular, the authorized share capital was increased to 100 million common and 10 million preferred shares. It is interesting to note that Mannings shares are common not preferred !
I feel that there i8s one player in this whole thing that has had very little mention and is worthy of further investigation. Mr Gregory Carvalho is a Director of and Secretary of all companies involved. Mr Carvalho is currently a director of 32 different companies ! In addition, he was the only person besides Manning who was involved with Mega Com when it was Firecrest. He also holds 1,256,117 shares of XSNI !!!
So far i have not been able to dig anything up on him.
It is unfortunate that the information at companies house is not as current as it could be. Mega Com Group Plc will have to file their financials in the UK no later than November 1999 so at that time there should be some further info available. I will be back in the UK at the begining of September so i will be paying another visit to both Companies house and X-Stream offices.
If anyone would like a copy of the financials for Mega Com Group Plc up to April 30th, 1998, i would be happy to supply one. PM me with a fax number and i will fax it out.
Wish i could have dug more up, but it was a good learning experience and i will be more aggressive in September.
Regards to all.
ST |
