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Microcap & Penny Stocks : KWIN Kenwick Industries -- Ignore unavailable to you. Want to Upgrade?

To: Little Engine who wrote (131)	5/4/1999 9:14:00 PM
From: Brad	Respond to of 264

Little Engine, If you are so "sure," perhaps you should READ THIS... (It pretty clearly states that "no goodwill is created [in a "pooling" transaction], and the assets and liabilities of the business being acquired are simply carried over to the acquiring entity, without any write-up or write-down.) - Special thanks to Allen C. Ewing & Co., Investment Bankers & Brokers, Members NASD, MRSB, and SIPC. - ********************************************************* “Purchase” vs. “Pooling of Interests” Transaction Treatment Under generally accepted accounting principles, an acquisition is usually accounted for as a “purchase” or as a “pooling of interests.” [KWIN's PR says they are using “pooling of interests.”] In very general terms, transactions where the purchase price is paid in cash, notes, or a combination of cash and notes, cash and stock, or notes and stock usually must be accounted for as a purchase. However, in transactions where voting stock of the acquirer is exchanged solely for voting stock of the company being acquired may be eligible to be accounted for as a pooling of interests, assuming a number of technical requirements are met. [KWIN's PR said they paid a total of 1 million shares of restricted KWIN stock for both the dealership and finance companies combined.] Goodwill pertains to “Purchase” Transactions - In an acquisition accounted for as a purchase, the transaction is treated as a purchase of assets (even if legally structured as a merger) and the total purchase price paid by the buyer (e.g., the cash price paid plus the value of any debt or other liabilities assumed) is allocated among the assets that are acquired in an amount up to the fair value (at the closing) of each asset. Any amount that the buyer pays in excess of the fair value (at the closing) of the net assets of the company being acquired must be recorded as goodwill and written off against earnings over a period of years. The write-off of this goodwill creates an expense that reduces the acquirer's earnings during the amortization period. If the buyer is concerned about post-closing earnings (as a public holding company would be), the negative earnings impact of the goodwill amortization may reduce the amount that the buyer can afford to pay for the business. In a purchase transaction, pre-closing income statements of the acquirer are not restated and, therefore, the pre-closing operating results of the company being acquired do not have any effect on the pre-closing operating results of the acquirer. There is NO Goodwill Write-Off in “Pooling of Interests” Transactions - [KWIN's PR says they used this “pooling of interests” type transaction.] In an acquisition accounted for as a pooling, no goodwill is created, and the assets and liabilities of the business being acquired are simply carried over to the acquiring entity, without any write-up or write-down.** The pre-closing income statements of the acquirer are restated after the closing to include the pre-closing operating results of the business being acquired. (The excerpts of relevant information above were taken from a website provided by Allen C. Ewing & Co. Founded in 1939, Allen C. Ewing & Co. is a regional securities and investment banking firm with offices in Jacksonville, Orlando, and Tampa, Florida. Their services include corporate finance, underwriting, stock brokerage and investment research, sales and trading, and asset management. They are members of the National Association of Securities Dealers (NASD), the Municipal Securities Rulemaking Board (MSRB), and the Securities Investor Protection Corporation (SIPC).)

To: Little Engine who wrote (131)	5/4/1999 9:15:00 PM
From: Brad	Respond to of 264

Little Engine, You seem to be making unsupportable claims over and over. It looks like you're striking out. I'm not defending KWIN (although they are looking better and better to me all the time). I'm only asking you the tough questions that need to be addressed so everyone can be clear about your claims. Time will tell on KWIN. But you seem to be trying to manipulate this stock with false statements. I would invite EVERYONE to read this thread from the beginning and make their own judgement of who's saying what and for what reasons. Investors NEED to know the truth and you seem to be "bearing false witness."

To: Little Engine who wrote (131)	5/4/1999 10:41:00 PM
From: Brad	Read Replies (1) \| Respond to of 264

Also, Little Engine, You said... -------------- "You and I both know (but only one of us will admit) that no used car company in the world makes the type of ridiculous profit margins that KWIN claims to... and neither does KWIN.” -------------- Q: How do you KNOW that KWIN doesn't make this profit margin? Is that YOUR opinion or do you KNOW it to be FACT? Have you spoken with their auditors or something? Please provide PROOF of you allegation. Have you conducted an audit of KWIN? Again, I'm not defending KWIN, so there's no need to get upset. I'm just seeking the truth. And you seem to be making all kinds of allegations and statements that appear to be untrue. The truth shall set you free!