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Microcap & Penny Stocks : PanAmerican BanCorp (PABN) -- Ignore unavailable to you. Want to Upgrade?

To: ColleenB who wrote (37116)	5/26/1999 11:00:00 AM
From: Observer	Read Replies (1) \| Respond to of 43774

Colleen, you are a very confused woman. eom

To: ColleenB who wrote (37116)	5/28/1999 1:52:00 AM
From: wonk	Read Replies (1) \| Respond to of 43774

That's a lot of questions - lets take one at a time. If these entities were all created PRIOR to the completion of the RM and it has been established that the PABN (Nevada) corporation had no assets, has been reported that they only had 20K shares issued in it's treasury then, can we really assume that these other entities are a part of the PABN (Delaware) corporation? 1. I don't think we've definitively established that PanAM (Nevada) had no assets. PanAm could have been holding the 400 million shares block of PRWT shares - we don't know. That is why I offered the two scenarios. #reply-9738384 2. One can assume (if your preference is to trust the company's public pronouncements ) that the aforementioned subsidiaries are now part of PABN (DE). However, even making that assumption does not negate or impugn the analysis of how the "reverse merger" occurred. It is very easy to set up new corporations. One scenario would have been for PanAm (Nevada) to create these new corporations. The common stock could be declared at a nominal amount (or maybe even no par). The bottom line is that the existence of these Corps tells you nothing about the capital invested in them, their assets or their cash flow. Consequently, at the time the "reverse merge" did occur (assuming it did), these "corporations" total value may have been no more the cost of the filing fees. The obvious retort is "what if they did have assets?" Well, if they did we are still left with the conundrum that the authorized and issued share count of the former PRWT did not increase substantially to reflect the acquisition of a multi-subsidiary PanAm (Nevada) that had significant economic value. And if they were/are, then how was the exchange of the 1 for 1 possible? Again, I say this is nonsense, a non-sequitor, in the context of a "reverse merger." A very careful reading of the company's statements leads one to the following conclusion: the one-for-one describes the exchange of a certificate with the name Purewater Sciences, with a unique CUSIP identifier for a certificate with the name PanAmerican Bancorp with a unique CUSIP identifier. The certificate described is not necessarily a physical certificate but rather the legal proof of ownership of stock, of the class common, of PABN. And, why would PABN create all these wholly owned subsidiaries as separate entities and in different states? One creates separate entities to shield the parent company from legal liability of the subsidiaries. Fundamentally, this is the primary reason for the existence of the corporate form of organization. The owners, i.e., the shareholders, are only at risk for their equity investment. Taking the benign view, if one has a company with diversified operations, you do not want the performing business units penalized if a non-performing unit fails. Also, there may be specific tax advantages to incorporating in different states. OTOH, if you want to "cover your tracks," complexity is to your advantage. Are there additional shares out there? I don't know. ww