To: Ga Bard who wrote (1670 ) 6/28/1998 11:01:00 PM From: Warren B Read Replies (1) | Respond to of 7039
The below relates to America's Coffee Cup before it changed its name to MIDL. I am just saying that I dont see that Pierce is any different than any of these guys, so far.sec.yahoo.com During December, 1994 the Company issued one year convertible promissory notes aggregating $110,000 in principal amount to affiliates of Mr. Pierce, a director of the Company. Subsequently, on June 30, 1995, $40,000 in principal amount of these notes, along with the interest accrued thereon, was assigned by an affiliate of Mr. Pierce to an unaffiliated third party. On August 17, 1995, prior to the September 1995 reverse 1:4 split of the capital stock of the Company, all $110,000 in principal amount of these notes was converted into common stock of the Company, along with the interest accrued thereon. The conversion resulted in the Company issuing 2,359,392 pre split/589,848 post-split shares of common stock at a conversion price of $0.90 per common share, an amount in excess of the market at the time of $.05 per pre-split share and $.20 per post split share as was agreed upon based on the conversion agreement. The release of potential contingent liability relates to a settlement with Mr. Pierce, on behalf of the noteholders, whereby the noteholders agreed to release any recourse against the Company for material and fraudulent misrepresentations made to the noteholders in connection with the the acquisition of the notes in December of 1994. During 1996, the Company and two directors were named as defendants in a lawsuit filed by a former director claiming breach of fiduciary duties by management as a result of conversion of shares of common stock for convertible debt, unauthorized board actions and improper publication and disclosure which has been made in the past with respect to such actions. The former director, through legal counsel, has offered to settle the case for an aggregate of 260,000 shares of common stock and a payment of $162,500 in cash. The assertions are preliminary and the outcome cannot be determined at this time. However, the Company believes it has valid defenses and intends to dispute these assertions vigorously. Management currently is unable to estimate a range of loss, if any, regarding this action. Management believes that its final outcome should not have a material adverse effect on the Company's financial condition, liquidity or results of operations. Accordingly, no provision has been made in the accounts for any liability for these assertions. It just seems to me that everyone involved here is the same calibre of Fish(er). It dont matter what anyone says cause no one is posting much of anything clear in black and white and you ask a question and get snotty answers like I have time to read a hundred new posts every day, well I dont and wasnt you just the one that said back in post # 1548 not to be emotional? But I want to hear what Fisher has to say anyway, so as you have it, please post his number here so we can call.