To: PartyTime who wrote (16644 ) 12/4/1998 11:11:00 PM From: BlueFox Read Replies (3) | Respond to of 18444
At least I had part of it right, however, in that the original 20/20 stock swap never became effective, and thus the reason for the delisting. Don't let this explode your head PT, but I believe you did have part of it right, just not the part you think you did. The original stock swap did happen - remember that it was between ESVS and Netvest. In NASDAQ's eyes, ESVS apparently didn't get full shareholder approval for the issuance of the new shares during the swap with Netvest. In addition, these shares where given voting rights beyond what the rules allowed, which effectively changed the control of ESVS into Netvest's hands (since they had enough votes in a re-organization vote to make a decision). It also appears that Netvest and ZULU were further into bed than we were led to believe in the March 1998 releases, since they refer to the shares as having been issued to ZULU. So we have failure to fully disclose, failure to obtain shareholder approval before issuing more shares, and failure to observe the rules about voting shares (basically giving away control of the company without getting approval from the current shareholders). It would appear that NASDAQ agrees with what you, Brady and the others were saying about this being a reverse merger early on. Through a third party (Netvest), PH and the gang at ZULU acquires control of ESVS. The sad part is that either they were ignorant of the rules, or they tried to pull a fast one. Neither reflects well on a management team.We should take comfort that the delisting was, in fact, due to a technicality in the procedure and not anything else, as some have suggested. You should lose comfort in the fact that the guys running these operations apparently aren't aware of the rules by which they play. This is not a technicality, it is failure to observe the rules. It would appear that the ESVS shareholders may have been screwed over as well. The trail these guys are leaving is not a pretty one. BF