LORACA INTL INC WITH NO FUNCTIONING WEB SITE AS OF JUNE 30TH 1999 HAD A MANIPULATED MARKET CAP OF APPROX $40,000,000 40 TIMES WHAT MR. BACA VALUED THE COMPANY IN 1998!!
LCAI has approx. 7 million shares outstanding as of June 30, 1999. At today's price that is a market cap of approx. $40 million, FORTY TIMES what Mr. Baca himself valued his company at in 1998! This is RIDICULOUS
From Loraca Form 10
On February 23, 1998, Loraca acquired all of the issued and outstanding shares of common stock of NMMC (formerly New Mexico Mortgage Company, Inc.) pursuant to an Agreement and Plan of Reorganization. Loraca was organized on March 11, 1996, and had no revenues or operations prior to the merger with NMMC. The acquisition was a transaction by an issuer not involving any public offering.
So, this means Loraca, previously called Laraca, was organized AS A SHELL. It had (and has) no value as a business, apart from the value of NMMC.
The investment decision by Loraca was made by investors who were provided with access to information regarding Loraca and NMMC necessary to make an informed investment decision. In connection with its acquisition of NMMC, Loraca issued an additional 6,200,000 shares of Common Stock. Of such shares, 2,100,000 were issued pursuant to Section 4(2) of the Securities Act to Mr. Baca, an accredited
investor, in exchange for all of the outstanding shares of NMMC held by Mr. Baca and his wife, Susan Baca. The remaining 4,100,000 shares were sold to offshore investors pursuant to Regulation S under the Securities Act. The shares were issued at the effective price of $0.5183 per share, or $3,213,415 in the aggregate.
So, LCAI acquired its operating business for 2.1 million shares valued at .5183 per share. This means that NMMC was sold by Mr. Baca for a paltry 1.08 million dollars. For the sake of argument, lets believe that Mr. Baca is some sort of business genious (ha, not likely, but for the sake of the idiot touts we will believe it), maybe NMMC is worth double that today. Lets assume NMMC is worth $2 million, that is a generous increase from its value when it was folded into the shell.
LCAI has approx. 7 million shares outstanding as of June 30, 1999. At today's price that is a market cap of approx. $40 million, FORTY TIMES what Mr. Baca himself valued his company at in 1998! This is RIDICULOUS.
We also know that the touts and SCUM have their cheap shares at this low price. The deal was done quite some time ago, so the shares are likely free trading.
Notice also that they were Reg S shares, the very same type of stock that Cragun and his crim crew sold to unsuspecting European and Asian investors in Bestway USA aka ZSUN, as IPO stock.
From inception until September 30, 1999, Loraca has granted options to purchase 425,000 shares of Common Stock. The option grants were all to employees in transactions exempt from registration pursuant to Rule 701 promulgated under the Securities Act.
Pursuant to the Company's contract with its technology developer, J. A. Young & Co., the Company has agreed to issue shares of Common Stock with a market value equal to 40% of J. A. Young & Co.'s monthly invoice to the Company. J. A. Young & Co. is an accredited investor as defined under Rule 501(a) under the Securities Act, and the Company contemplates issuing Common Stock to J. A. Young & Co. pursuant to Section 4(2) of the Securities Act.
This is very interesting stuff. LCAI is such a crappy company that JA Young, whom they hired, in a press release of 8.24.99, to develop a web presence, is getting an equity sweetener IN ADDITION to their monthly billings. Can't LCAI afford to pay JA Young their full fee in cash? Why isn't LCAI using Tony Tobin's team of talented, low-wage, Phillipino programmers at Momentum?
Item 10. Recent Sales of Unregistered Securities.
---------------------------------------
From its inception in March 1996, Loraca has issued 7,000,000 shares of its
Common Stock, $0.001 par value per share. Approximately 800,000 of such shares
were issued in a private placement in February 1997 in reliance upon Rule 504 of
Regulation D promulgated under the Securities Act of 1933, as amended (the
"Securities Act"). The shares were issued for nominal cash consideration ($0.1
per share and $80,000 in aggregate) in order to fund the incorporation expense
and initial operations of Loraca, including 50,000 shares issued to Loraca's
sole incorporator, David Spencer. All investors had access to all relevant information regarding Loraca that was necessary to make an informed investment decision.
So, we know David Spencer is more than "just a little bit involved"
|
