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Microcap & Penny Stocks : Rande Is. . .FISHING. . [under $1.50] -- Ignore unavailable to you. Want to Upgrade?

To: Jorjenzak who wrote (2663)	9/9/1999 10:13:00 AM
From: JD	Read Replies (3) \| Respond to of 4766

Disclaimer: This post is solely for informational purposes and is not a solicitation or an opinion to buy or sell any security. The information is obtained from sources considered reliable but I have not independently verified such information and do not guarantee that it is accurate or complete. All opinions are subject to change without notice. VALH is a fine example of why Rande preaches to invest in reporting stocks only. If this were a non-reporting stock they would have a much easier time keeping all their "skeletons" hidden from shareholders. Lesson #1 - Scan / search 10K & 10Q for the word "convertible". (Netscape hit EDIT, FIND and type in phrase or word you want to look for). And look at what we find: "On February 25, 1999, Network Forest Products Limited, a wholly owned subsidiary of the Company, issued 3,416,335 Class B preferred shares for C$1 per share, in connection with the acquisition of John Ziner Lumber Limited. From and after February 18, 1999, the shareholders may exchange any or all of their Class B shares for shares of the Companys common stock, subject to certain adjustments specified in the agreement, at the rate of 100 shares of common stock for each ClassB share." So now we go looking for the agreement referenced above. Its the 8K filed 4/2/99. VALH (Robert Ziner, CEO) bought John Ziner Lumber Co's assets for $21,044,335. But the important part is this: "Robert Ziner, formerly an executive with John Ziner Lumber and now president of Network Forest Products and Value Holdings, is the beneficial owner of 3,416,335 Series B Special shares of Network Forest Products, held by 1341125 Ontario Limited, which have no voting rights, but which are exchangeable for a certain number of common shares of Value Holdings, as is set forth in the February 22, 1999 Exchange Agreement between Mr. Ziner and Value Holdings". "By way of example, at February 18, 1999 the Class B Shares would be exchangeable for not more than three hundred and forty one million, six hundred and thirty three thousand, five hundred (341,633,500) Company Shares". Oh, and lets not forget this (are you beginning to see why Rande says EDGAR is the investors best friend?): " , 199 Value Holdings, Inc. 2307 Douglas Road, Suite 400 Miami, Florida 33145 Attention: President Gentlemen/Ladies: Reference is made to that certain Exchange Agreement dated February 17 , 1999 by and among Value Holdings, Inc. and 1341125 Ontario Limited. Capitalized terms utilized herein shall have the same meaning ascribed to them in the Exchange Agreement. Please be advised that the undersigned desires to exchange xxxxxxxxx Class B Shares of Network Forest Products Limited for xxxxxxxxx Company Shares of Value Holdings, Inc. In order to facilitate such exchange, enclosed please the following instruments and documents: 1. Stock certificate number xxxx, representing xxxxxxxxx Class B Shares, together with a stock power, separate from certificate, endorsed in blank; and 2. A completed and signed representation letter. You are requested to comply with your obligations pursuant to Section 1.5 of the Exchange Agreement. Sincerely, " I have not been able to find why, (after VALH buys the assets of the CEO's father's co. for >$20 mil.) the son is entitled to receive these series B shares. At current market value of 0.14, these shares represent at least 70 mil Canadian $. As for the previous post suggesting that VALH could earn 0.11/share, I think that Mr. BuySell should read FASB 128. FASB #128 summary: rutgers.edu To reach 0.11/shr fully diluted earnings, the co. will have to earn about $48 million in profits. I've seen enough! Thank you EDGAR. Jerry PS Will try and post more info on ACIT in next couple of days.