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Microcap & Penny Stocks : ZuluGroup.com (ZULU/ESVS)-Ecommerce & Internet Advertising -- Ignore unavailable to you. Want to Upgrade?

To: PartyTime who wrote (1172)	2/22/1999 11:46:00 AM
From: Jon Tara	Read Replies (1) \| Respond to of 2003

PT, you said: "Nasdaq, more than anything, feared a reverse take-over of ZULU over ESVS, and thus the disallowance of the original 20/20 stock swap. It appears the attorneys were bogged down trying to explain this complicated process and Nasdaq, due to criticisms which prompted its rules changes, has been very stringent." NASDAQ doesn't "fear" a reverse merger. NASDAQ has RULES about reverse mergers. (And I suspect that NASDAQ fully understood "this complicated process", and didn't need explanations, since they wrote rules about it.) The rules require shareholder approval. There wasn't shareholder approval. Pretty easy to understand. The only hope was to get shareholder approval (never happened) and then go back to NASDAQ and say "see, we've got shareholder approval now". Even that might not have done the trick, because NASDAQ might not be happy that the approval would have been obtained after-the-fact. Anyway, it seems they've wisely concluded that it's unlikely that a reversal of the NASDAQ decision is likely to be forthcoming.

To: PartyTime who wrote (1172)	2/22/1999 11:50:00 AM
From: Jon Tara	Read Replies (1) \| Respond to of 2003

" especially since the two companies can now more quickly legally become one company." We don't know that, though, until we know what approvals and what paperwork will be required. As well, "all" that was yet required to complete the merger the other way around was to have an ESVS shareholder meeting and obtain approval. That never happened. Could have been done any time they wanted to. No, this wouldn't have gotten them a listing, but that's another matter. Yes, this is a better solution because of the BB listing.