To: PCModem who wrote (37142 ) 5/28/1999 2:00:00 AM From: wonk Read Replies (1) | Respond to of 43774
Having difficulty staying on topic? The topic is PABN. I stay on topic, your attempt to distract attention from the analysis is readily apparent. You attempted to dismiss the construction of an analytical framework of a PanAm / PRWT deal as being built on a flawed proposition. You failed, since principles of consolidation support and buttress the analysis. Let us review again your lame attempt to spin, twist, obfuscate and deny in regards to this post. #reply-9738384.Sorry, this was not an acquisition. If you review what you wrote, I think you'll see that some of it is based on a the mechanics of an acquisition, not a merger or reverse merger. Since you've made a fundamental error in your assumptions.... #reply-9762520 Now, let's look at fairly typical and representative audit language describing a "reverse merger." Note that the term "reverse merger" is not in the text.The Company and [ ] completed an Agreement and Plan of Reorganization whereby the Company issued 1,477,500 shares of its common stock in exchange for all the outstanding shares of [ ]. Immediately prior to the Agreement and Plan of Reorganization, the Company had 600,000 shares of common stock issued and outstanding. The acquisition was accounted for as a recapitalization of [ ] because the shareholders of [ ] controlled the Company after the acquisition. There was no adjustment to the carrying value of the assets or liabilities of [ ] in the exchange. The Company is the acquiring entity for legal purposes and [ ] is the surviving entity for accounting purposes. Replace "The Company" with PRWT and place PanAm (Nevada) in the brackets and you will begin to understand the mechanism of the transaction - presuming of course the veracity of the information released by PABN. Note the words: prior - acquisition - recapitalization - acquiring - legal - surviving - controlled. Would you like me to recommend some texts on accounting, valuation, finance and M&A? ww