To: Brukie who wrote (11031 ) 11/7/1998 10:44:00 PM From: Fred Ragan Read Replies (1) | Respond to of 11684
Brukie, I've tried to read all the last few days posts and e-mails relating to MTEI. I think we are all in agreement on the most important points: * We want our money back. * We want to punish those who caused this and broke the law in the process. There are three possible ways to get our money back They are not mutually exclusive. One is disgorgement. It would occur as a result of legal action taken by the SEC. Another is through a shareholder derivative suit, something we may well want to investigate. And last, by cleaning up the shell and securing a reverse merger for it with a real company that will then grow in value. As we are in general agreement that this last method, cleaning up the shell, could be a viable possibility lets examine it. The disagreement that exists seems to primarily one of timing. Do we do it now? Or do we do it later after all the facts are in? If we do it now, the first hurdle to cross is how do we pay for it? A reputable lawyer will want a retainer for the legal work with no guarantee that it will be sufficient You may have to come up with a second cash infusion before you have any idea of your chance for success. We already know that there are several law suits outstanding from the time of previous management and that more than one of these have co-defendants. How are you going to settle these, to whose benefit and at what cost? And where will the money come from? Do we not need to know who are the guilty parties? Are we going to mount a parallel investigation to the SEC? How would we pay for that? The next issue and very important at that will be the number of shares outstanding. The failure to adequately address this issue will result in very serious dilution to legitimate shareholders. How are we to identify fraudulent share holdings and what legal process do we use to remove them? All these questions require practical answers before you can consider proceeding. I believe we should be patient enough to wait for the facts to come to us from the SEC. It will not remove all the costs but it will remove a great deal of the uncertainty. If we then have to spend new money we will at least know all that can be known and address the question prudently. Two other questions I would like to address: What if someone else cleans up the shell or it falls into "bad" hands if we don't? Mark Tow controls 50 million shares out of 89 million shares. The shell goes nowhere without his approval. What is the shell worth and how do they do that? subtitled: "Great Oaks From Little Acorns Grow" or "A Fool and His Money..." Clean shells have been variously valued up to about $300,000. Assuming ours can be made to realize that value it is then worth about 1/3 of one cent per share. Not very promising. Hope lies in the process and the future. In a reverse merger values are adjusted so that the aggregate value of the shares outstanding in the shell is equal to the "purchase price" in the shares of the acquiring company. This can be accomplished in a number of ways, by a reverse split, by an uneven exchange or by simply merging with a massive number of shares in the acquiring company. Where did we see that before? Hope does come with the future. So far we have spent our money and done all the work. We now have an investment in the new company of 1/3 of One cent for each share we purchased in MTEI. Fred