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Microcap & Penny Stocks : Zulu-tek, Inc. (ZULU) -- Ignore unavailable to you. Want to Upgrade?

To: BlueFox who wrote (16559)	12/2/1998 12:34:00 AM
From: PartyTime	Respond to of 18444

>>>PartyTime: In this instance, we didn't get one because Zulu's assets were not yet firmly tucked into ESVS to avoid the delisting.<<< >>>BlueFox: ????<<< ESVS couldn't meet the Nasdaq guidelines because the shareholder notification process became an issue which invalidated the original 20/20 stock swap (origiinally intended to avoid delisting), thereby causing ESVS not to have sufficient assets for continued listing. The company apparently, and mistakenly according to Nasdaq, relied on an interpretation of Utah law concerning shareholder notification requirements with the previous Star Medical shareholder notification actions acting as precedent. And, in my view, this is the technicality which caused the ESVS delisting: From the ESVS SEC files: "Notwithstanding the same, the parties acknowledge that it is unclear whether Star Medical, Inc. (the predecessor to ZULU-tek), which was organized in 1985 has, since 1992, adopted the resolution, required by Sections 16-10a-704 and 16-10a-1704 of the Business Corporations Act of Utah (as newly adopted in 1992) to allow for written consent by stockholders, even though it would appear that such a resolution had been adopted since Star Medical, Inc., took action by written consent of its stockholders subsequent to such date and, consistent with such practice, a written consent of a majority of the holders of the Common Stock of ZULU-tek has been sought and received with respect to the transactions contemplated hereby. However, to assure compliance and resolve any possible ambiguities, ZULU-tek intends to seek ratification of certain transactions, including the ones covered by this Agreement, at a Special Meeting of Stockholders (as described in Article V). In addition, consent to the transaction from a holder of the ZULU-tek Series A Preferred is pending. Subject to the proceeding and assuming due execution and delivery of the Agreement by the other parties hereto, this Agreement is a valid and binding agreement of ZULU-tek, enforceable in accordance with its terms, except to the extent such enforceability may be subject to limitations of public policy under federal and state securities laws and under applicable bankruptcy, insolvency or similar laws affecting creditor's rights generally or the availability of equitable remedies. >>>BlueFox The only asset ZULU has is goodwill - and it isn't used in the calculation. The listing would have been gone either way.<<< You're saying Zulu has no proprietary technology? >>>BlueFox: Well, let's get the first 20 million<<< I agree. But let's also not say it isn't happening, when this process has already been initiated. >>>BlueFox: Let's see how much of the 20MM actually materializes. The 8-K hints it could be less. They've authorized 500,000 preferred shares with a value of $10 for this purpose.<<< BlueFox, how much shareholder equity is there?