To: Jon Tara who wrote (13398 ) 9/3/1998 5:56:00 AM From: Terry T. Read Replies (3) | Respond to of 18444
Must be a full moon, or something. My God, what a bunch of nonsense. PartyTime, you pay J.T. too much respect by referring to him as "HE" or "He". Let's not deify any body yet. As far as me, I don't want the burden of having someone trust me completely. (LOL) Re: J.T.'s question: 1. I have only looked at a few pages of Utah statutes on corporations 2x; 2. I have no idea what local practice or expectations are re annual financial statements; 3. I have never had to "force" a company to prepare financials, nor would it normally be worth the time - the company probably would be insolvent or defunct, if it did not spend the time to prepare even the most bare bones financial statements; 4. It does not make sense (to me) that if you spend all the time preparing an audited financial for Zulumedia, you would not prepare consolidated financials for the entire company, in particular if the other subsidiaries and the parent have little or no activity to report; 5. During all the months of promises by the company re financials, I doubt if it ever said the financials would be limited, would be incomplete, etc. 6. To answer J.T.'s question, I suspect a court might order a company to prepare financials, if it refused to provide something. But, I doubt if a statute requires audited financials, though, so I am not sure what good they would be or how reliable. 7. IRS obviously will require a corporate filing, at some point, would you not think, because is not the receipt of 5.2mm shares of ESVS common, and the assumption of debt, etc., taxable events? Is there enough of a loss history/carry forward to overcome any tax issues? 8. The taxation questions are very important, and I did not ask Smith about them. Someone should ask. If this is a taxable event, what happens to the assets (e.g., ESVS stock)? Are they liquidated to pay taxes, or what? 9. Smith talks about a tax free exchange of stock from (i) ESVS preferred to (ii) ESVS common. BUT, what about from (i) ZULU common to (ii) ESVS preferred? Bambaata, help, if you know???!!!! I still don't understand (or like) this deal. Bottom line: someone should ask Bob Smith or company how taxation of asset sale will be handled, and how do we know the ESVS convertible preferred won't be considered "income" to ZULU subject to state or federal taxes (Utah, California, IRS perhaps).