To: wonk who wrote (37223 ) 5/28/1999 1:19:00 PM From: PCModem Read Replies (1) | Respond to of 43774
ww I am not an accountant. I have no doubt you can come up with all kinds of examples in support of your ideas about what happened. Bottomline is this: until the information is released by the company, you are guessing regarding the details. I note the following from your example: "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." I hope you don't expect me or anyone layman reading this to take your word for it that what you quoted is "...fairly typical and representative audit language describing a "reverse merger." Given "...that the term "reverse merger" is not in the text." It may be that it does describe a typical reverse merger, but your statement is not sufficient to convince me. Assuming for the moment that it is indeed typical of a reverse merger, exactly how does what you've quoted apply to the particular way PanAm reverse merged into Purewater and how it has been accounted for by the Company? When I refer to staying on topic, that's what I mean. I need to see how the example applies to PABN. If I understand this sentence correctly, it agrees with what I was saying: "There was no adjustment to the carrying value of the assets or liabilities of [ ] in the exchange. " I think I also understand what they are saying here: "The Company is the acquiring entity for legal purposes and [ ] is the surviving entity for accounting purposes " but I consider it a rather technical point, with no particular upside or downside potential regarding the company, its management, its business plan or its business practices. Here's why: Using your replacement instructions what we get is this: "PRWT is the acquiring entity for legal purposes and PanAm Nevada is the surviving entity for accounting purposes." Thus the company is now a DE corporation (the legal purposes) but the business is PanAm's (the accounting purposes). Kind of like a poor man who marries a rich woman -- It is not that he gets her money and she gets his name. Rather they now both have the same name and share the bank account. Because they merged, the two entities are now one entity. It matters not which "paid" for what -- the two are now one. Whatever assets they had before, they still have afterward. If I move change from my right pocket to my left pocket, the fact that my right pocket is poorer and my left pocket is richer becomes a non-issue as soon as I take into consideration that both pockets are in the same pair of pants. Also, I'm at a loss to understand the illegal activities, fraudulent behavior, or other similar unsavory activities which have been committed by the company or its management which have been revealed by this little exercise. As I recall that was the purpose behind bringing it up in the first place. The topic is still PABN. I am sure no one reading this minds bringing in examples of other companies in order to help us understand what PABN is doing or has done. However, just because [] did X don't expect me to be convinced {} has done X or Y or whatever. Until you can present the facts of the deal for analysis all you are doing is spinning and twisting and obfuscating and denying yourself, since all you are doing is guessing concerning PABN. PCM GO PABN!!!