ragingbull.com
By: frisky
Reply To: 11986 by EGB2 Sunday, 24 Oct 1999 at 12:18 PM EDT
Post # of 11999
Re-count all ZSUN shares: (page references are from 10sb)
(1) 3/19/96: Issued 50,000 shares at 10 cents per share. (Page 2)
(2) 2/20/96: Issued 750,000 shares at 10 cents per share. (page 2)
(3) 1/6/97: Issued 5,000,000 shares at 10 cents per share. (page 2)
(4) 2/3/97: Issued 10,000,000 shares at 10 cents per share. (page 2)
(5) 7/97: Issued 129,994 shares. This is the only time that ZSUN priced its stock for a meaningful $2.50 per share. (Page 3) Total shares before the reverse merger should be 15,929,994 shares.
(6) 9/98: Announced a 1 for 2 reverse-split. This should reduce the total outstanding shares to 7,964,997 shares.
However, In page 79 and page 96, the agreements between Momentum Internet and Momentum Asia indicate that ZSUN has 7,900,009 shares issued and outstanding. 64,988 shares just vanished.
Note: The shares listed on page 52 contains errors. The idiotic accountant from Jones & Jensen adjusted up the transaction 1, 2, 3 for the split in May 99 but forgot to adjust down the reverse-split in 9/98.
(7) 10/5/98: Issued 565,000 shares to acquire Momentum Internet. (Page 60, page 77) Note: The shares listed on page 3 and 52 have adjusted the 2 for 1 split in May 99.
(8) 10/5/98: Issued 3,000,000 shares to acquire Momentum Asia. (Page 60, Page 93) Note: The shares listed on page 4 and 52 have adjusted the 2 for 1 split in May 99. Total shares after the reverse merger should be 10,529,997 shares.
(9) 12/98: Received 65,000 shares from Anthony Tobin for the payment of a $70,000 loan from Momentum Asia on behalf of Vulcan Consultants. The 65,000 shares should be classified as treasury shares. Therefore, total outstanding shares should be 10,464,997 shares as of 12/31/99. On page 58, ZSUN said it has 10,465,000 shares outstanding. Not bad, it only missed 3 shares. The 64,988 missing shares reappeared to offset the 65,000 treasury shares.
(10) 3/25/99: Issued 50,000 shares to acquire Asia4share. (Page 121) Note: The shares listed on page 4 and page 53 have adjusted the 2 for 1 split in May 99.
(11) 3/31/99: Issued 3,000,000 shares to acquire OIA. (Page 138) Note: The shares listed on page 4 and page 53 have adjusted the 2 for 1 split in May 99.
(12) On page 124 and page 142, ZSUN said it had 10,465,009 shares issued and outstanding before the acquisition of Asia4sale and OIA. Well, we can only account for 10,464,997 shares. Therefore, ZSUN overstated 12 shares. Not bad, it is just a minor error so far.
(13) May 99, ZSUN announced a 2 for 1 split. The total outstanding shares should be 27,029,994 shares. On page 49, ZSUN said it had 27,030,018 shares outstanding as of August 31, 1999. Therefore, it had a discrepancy of 24 shares. However, between April 1, 1999 and June 30, 1999, Someone exercised 25,000 shares of options at $.50 per share. The total outstanding shares should be 27,054,994 shares. The statement of shareholders' equity on page 71 listed 27,055,000 shares issued and outstanding on 6/30/99. ZSUN also used 27,055,000 shares to calculate the basic EPS. But on the cash flow statement, ZSUN said one of its subsidiaries sold its on shares for $453,517. It did not say which subsidiary. I am very puzzled because ZSUN fully owns Momentum Internet, Momentum Asia, Asia4sale. Why does one of those subsidiaries own ZSUN share? ZSUN did not say anywhere in the 10sb. It does not make any sense.
EGB2, your counting of 24 shares of discrepancy was correct. However, if you count the additional 25,000 shares of option exercising and the questionable shares issued by a subsidiary, the discrepancy is more.
In conclusion, all those promotion shares gave to those touting companies are not from ZSUN directly. They are probably from some shareholders unless. How many shares of ZSUN were issued? How many of those issued shares are outstanding? ZSUN and its accountant, Jones and Jensen cannot count, do not know how to count or do not want to count correctly . I don't really know either because there are so many inconsistencies in the 10sb. Is this a very important issue? You bet it is. A good accountant would never screw up the counting of total outstanding shares to distort EPS.
Frank Ching, I am sorry to tell you that SEC probably will not approve the 10sb at the current shape. ZSUN needs to hire one of the Big Five to rewrite its 10sb. Big Five are very expensive but they do quality works. They cannot be bought. The potential investors will have confidence on the audited financials. If ZSUN cannot come out with an error-free 10sb by 4/1/2000, its symbol will be changed to ZSUNE. By 5/1/2000, it may sink into the black hole, Pinksheet. |
