To: KCsunshine who wrote (4747 ) 9/11/1998 4:41:00 PM From: Hawkmoon Read Replies (1) | Respond to of 26163
KC, I have only seen allegations that authorities are working with AZNT on this issue. More probably, AZNT has requested assistance or guidance on the process and technicalities that would be involved in rescinding old stock and offering new paper. So since I have no confirmation of this from any public documentation, I can only grant it so much credibility. But doesn't mean they aren't involved or assisting AZNT, but only that it is a non-issue from my perspective. As for how the company shapes the equity structure of the new stock is also generally not an area the SEC would have much say in, especially since insiders hold the overwhelming percentage of the stock and can call the shots in any shareholder vote. But just as you alledge the authorities would not countenance any abuse by AZNT in issuing new shares, I ask you what authority they have (please document the regulation), that provides the right to dictate how many shares will be outstanding and how the preferred will convert to common. (Don't look too hard since you won't find it.... :0) The company is a separte entity governed under Nevada laws of incorporation. These laws grant very liberal rights to management in how they issue stock (ever heard of "bearer" stock??) There is no reciprocity agreement between Nevada and the IRS, and the SEC has authority only to prevent any violation of securities laws. Now imagine if insiders decided to count their preferred stock on a "1 to 1" basis for every old common share turned in. Could the SEC prevent that?? I opine no. Can the SEC halt the conversion of this new preferred to common?? I also opine no. Are Nevada registration regulations very liberal?? Yes, they are from all reports. (remember that Wade Cook recommends incorporating in Nevada explicitly because of these liberal laws) So until you have some assurance IN LEGAL BINDING WRITING, you have no idea how the preferred will convert to new common or the time frame under which this is allowed. Until you have that, an investor must assume that the conversion will be "1 to 1", since insiders should be logically loath to surrender potentially enourmous wealth. Need I remind you that Mr. Sylver's father, a US Custom's inspector in Las Vegas, received some 1 million shares of AZNT in exchange for approx $10,000 worth of consulting as an "import specialist" (hope there was no conflict of interest there). And now those shares are worth approx $1 3/4 million dollars. Would you be willing to give that up without some compensation?? I wouldn't. In fact, I would probably be selling right now since, were I he and not an officer of the company, I would have the right to do so freely. Of I would plant my shares in a Canadian account and short against them to lock in their value as GIFS CEO did. So KC... there are a lot of possibilities and as of yet, no guarantees from management. Why else would Bmart avoid answering this potent query as voiciferously has he does the legal issues brought up by others?? He knows I may be right. And no shareholders have the guts to demand that management make a statement on how preferred will ultimately be converted. Regards, Ron