Doc: Do as you suggest and go to the Audited financial as well as the unaudited six months statement:
To begin with as of September, 1997 the paid in capital consisted of the following:(All information taken from notes to the financial statements as stated by Price Waterhouse)
NOTE 8 Share Capital
$192,957 = Upon recapitalization, the founding shareholders' ownership position in the Company were altered such that certain employee shareholders received a larger ownership position. Accordingly, $192,957 has been charged to compensation expense for 1996 in respect of the fair value of the additional shares issued to certain shareholders.
Thus as of Sept., 30, 1995 the Capital structure of ALYA stood as follows:
Shares issued on incorporation of Alya Systems, Inc. 300 shares paid for by $3.00 addit'l paid in capital $ 192,957
Look carefully at this one it's sort of like accounting magic:
Alya Systems, Inc. shares No. Shares Amount Addit'l PIC exchanged for Company's shares 5,427,300 $ 540.00 $ 3.00 (note 8b)
Rights/options exercised 2,131,400 213.00 381,407.
Shares issued for cash or services(note 8c) 1,675,915 168.00 1, 015, 168. Debentures converted and issued (note 8d) 1,600,002 160.00 1, 126,340
Balance, September 30, 1997 10,834,,917 $ 1,084.00 2,715,875
So those of us who are fortunate to understand what Price Waterhouse said is that after the audit on September 30, 1997 ALYA had issued 10, 834, 917 shares for which they received actual cash money of $ 1, 084.00 or less that 1 penny per share and using accepted accounting principles credited Additional paid-in Capital with $ 2,715, 875. PLEASE NOTE THAT DOES NOT MEAN THEY RECEIVED 2.7 MILLION DOLLARS. Now back to the Price Waterhouse notes:
Note 8b: March 21, 1997 issued 750,000 shrs aggregate value $ 406,000 for Cash & services* March 28, 1997 " 411,049 222,686 Cash April to September, 1997 " 414,866 311,150 Cash August 12, 1997 " 100,000 " " 75,000 Cash
* On March 21, 1997, the Company issued 750,000 shares to a third party for investor relations services performed (sound familiar). The shares were issued for a cash consideration of $0.033 per share, totaling $25,000. The shares were attributed a fair value of $0.542 per share and $406,500 in aggregate. The excess of fair value over cash consideration received, amounting to $381,500, has been recorded in the consolidated statement of operations as general and administrative expense. Understand the IR firm or whomsoever put up $25K for stock valued at 54 cents and reaped a quick $400,000 profit. If the IR people have one share of the original left I'll eat my hat and I wear one.
Thus for about $0.38 per share 1,675,915 shares were issued
And this fairy tale goes on and on. THERE NEVER WAS $3.6 million inflow into ALYA except as a bookkeeping entry.
The maximum amount of money ever to enter the books of ALYA from its inception in 1995 to March 31, 1998 was $426,084. That is why the $3 million does not show anywhere in any form as an asset. How do I know because I have analyzing corporate balance sheets and P & L Statements for almost half a century. Probably a lot longer than the PW account who signed off on the audited reported. By the way did you read his message to the BOD and Shareholders. Let me post it here for you:
"The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operation and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty."
As to your concern about being overshadowed by the German interests in Europe, I would be more concerned that a large number of the other 200 members of The LonWorks Association who are IMO far more qualified technologically and financially to attack this market will eat ALYA for a snack because from what I see,in fact not in fantasy, there is nothing but a bunch of hype hanging its hat on an association with an association. Next week we will see what my inquiries to Motorola and Echelon reveal. Enjoy your game while it lasts.
Who said anything about stock options. No! they will get straight free trading stock at a substantial discount or they won't play. |