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We financed APRU and now we get the boot.... There better be a hefty incentive to RSHN shareholders.
Posts: 2063 | From: Europe | Registered: Feb 2006
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On the other hand there is now written statement saying we at least own 45% of this product!
Posts: 2063 | From: Europe | Registered: Feb 2006
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So if there are no stock dividends or any sort of compensation we will all be angry. So anyone else thinking class action lawsuit to totally strip the company of all assets and pay them out.
Posts: 100 | From: Illinois | Registered: Oct 2006
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[/QUOTE]Bob seems to have no loyalty to anyone but himself. You're right,....where are all the answers to those questions and the previous statements made by Bob? He's skipping right over all that. [/QB][/QUOTE]
For the last two years almost Bob Corr has been dumping shares to finance his 'hobby'. The product is terrible, I've tasted it and spit it out, lol.
Shareholders of RSHN will never get anything except a R/S at some point, then more dilution. Time to let this go and stop feeding Bob's wallet.
Posts: 630 | Registered: Jun 2006
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quote:Originally posted by rzande1: So if there are no stock dividends or any sort of compensation we will all be angry. So anyone else thinking class action lawsuit to totally strip the company of all assets and pay them out.
It's all being done legally.
Posts: 91 | From: Fl. | Registered: Dec 2006
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Well I wonder if you could show the previous PRs could be seen as unlawful deceit of shareholders.
Posts: 100 | From: Illinois | Registered: Oct 2006
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The people that I really feel sorry for are those that have 10+ million shares. I am sitting at a little over 1 million but those that really started to buy like crazy are going to hurt.
Posts: 100 | From: Illinois | Registered: Oct 2006
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quote:Originally posted by Robbie English: On the other hand there is now written statement saying we at least own 45% of this product!
That 45% on paper don't mean anything. What's to stop them from diluting more until RSHN is down to 5% or less. Then RSHN cut of Apple profits will too small for its shareholders to see. Seems like RSHN has found a new flavored screw driver to use for a while.
Posts: 1269 | From: Dallas, Tx | Registered: Mar 2007
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I was thinking that even though they use the safe harbor laws they could still be hit with a malicious intent to defraud shareholders. this could be proven by looking at the track record of the past releases. the progression of the notices and then stock activity could be very incriminating. this is just talk but if what we suspect now is true they could be nailed by the sec, federal courts, and the state's attorney general. remember not only could they seize both companies' assets but also the assets of those responsible in the scheme to defraud. plus don't forget jail time. oh btw sorry for the lack of caps I am on my pda and lazy. so if this gets to hitting the fan I feel we would have a strong case. lets say contacting a strong lawfirm in ny would be smart then. just remember enron caused the laws to be changed.
Posts: 100 | From: Illinois | Registered: Oct 2006
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I have seen some pretty interesting PR's from companies over the years and this won't rank among the worst of them. This one is different for lack of a better word, whatever they said. I do like the part about "dilution from the original shareholders of the public shell", Is that something they just figured out?
Good luck hope it has a good run.
Posts: 3875 | From: ca. | Registered: Jul 2005
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See the irony is that they say there is dilution. Um how? If RSHN owns over 51 percent of applerush then it does not matter how many shares they issue. Each share just gets a little less of applerush but overall the Rushnet shares still own that same amount of applerush. The only real way they could do that is if they started giving rushnet shares to applerush. If that is the case there is a transfer of property.
Posts: 100 | From: Illinois | Registered: Oct 2006
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Rzande1, I think i see what your saying and that is correct.
But what i think Bob is trying to say is that there were more shares in this shell company they bought than what he signed for and that he will take that differance from the RSHN shareholders. What i don't understand is how would you not know what you are buying if you have attorneys and escrow companies involved.
Even If you do not have lawyers and escrows, which would be hard to believe and IF what you bought was not what you signed for, you still have legal recourse. My guess would be the person that sold you the shell would be the one responsible for those excess shares if not declared in the legal papers.
Bottom line at this point is 45% of nothing is still nothing.
Like i said another one of those interesting PR's on the pennies whatever it said and meant, if anything.
Tex, would that be down or up?
Posts: 3875 | From: ca. | Registered: Jul 2005
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rest assured everyone, you will get no value out of this transaction. I have owned this stock since the run up to .01 , and it has been a spiral of BS before and since. Bob just wants a new symbol to run up and make money with since no amount of fluff PRs were fooling RSHN shareholders anymore.
Don't worry in a few months you will see the same fluff for apple rush, it will run, they will squeeze the juice and do it again.
Bob has been doing this for years, no signs of stopping.
Posts: 177 | From: Quebec | Registered: Mar 2006
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funny thing is, my one star rating comes from telling people this stock is garbage.
Posts: 177 | From: Quebec | Registered: Mar 2006
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Tighten your boot straps boys and girls the USA is now going to war with Iran.... This is not good for me as I am just across the Black Sea from them and the USA has air bases right down the street. I guess Bush wants to get in there before his term is over. Oh well... I am buying more HOMS as homeland security is going to become an ever increasing market!!
Posts: 2063 | From: Europe | Registered: Feb 2006
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Last Update: 9:15 AM ET Nov 2, 2007Print E-mail Subscribe to RSS Disable Live Quotes
BLUE ISLAND, Ill., Nov 02, 2007 (BUSINESS WIRE) -- Apple Rush Company, Inc. (Pinksheets: APRU) the producer of Organic 100% Juice beverages, today is announcing their capital structure and corporate history. Apple Rush existed as a brand for roughly 5 years in the mid-1970s with marginal success; a lack of sufficient sales caused the product line to eventually fall out of the market. In 1980 Robert Corr purchased the trademark of the then defunct company for eventual use by his privately-owned natural beverage company, Rush Beverage Company. In 2006, the Apple Rush product line was revived as a joint venture between RushNet, Inc. (RSHN.PK) and Rush Beverage Company (of which Robert Corr is the majority shareholder), and a test run of two flavors was produced. Re-packaged and expanded to six flavors the Organic Apple Rush line had its first production run in the spring of 2007. The product has been well-received by the market due to its quality and attractive look, and as a result of RushNet's sales program. Additionally, with the strong sustained growth of the organic-food category, over 20% in each of the last 5 years, and increased consumer awareness and demand for these types of products, Apple Rush management is prepared to enter the capital markets from a position of strength with an aggressive business plan for a product line poised for potentially explosive growth. Apple Rush Company, Inc. was founded in Nevada in 2006 as a privately-held corporation ("Apple Rush NV"), of which, RushNet held 51% of the total shares and Rush Beverage held 49%. In an effort to attract further funding and increase Apple Rush production to meet the growing demand, the owners of Apple Rush decided to bring Apple Rush NV public through a reverse merger with a Texas Corporation named D-Bar Manufacturing, Inc. ("D-Bar"). The result of the reverse merger was that RushNet received 45% of the total outstanding shares of D-Bar, Rush Beverage received 43% of the shares, and the remaining 12% of the shares stayed with the original D-Bar shareholders. D-Bar was a peculiar and attractive vehicle to the Apple Rush team because it was born out of the bankruptcy of another company, but had no significant operating history of its own, and thus is free of worries about past liabilities, which is a common problem with reverse mergers. D-Bar has never traded on public markets, but was endowed by the bankruptcy court with a shareholder base that left it in a position that it could be brought public. After the merger, D-Bar changed its name to Apple Rush Company, Inc., a Texas Corporation ("Apple Rush"). Apple Rush has filed the necessary paperwork with FINRA and has acquired a symbol under which it will soon trade on the Pink Sheets. According to Robert Corr, CEO of Apple Rush, "We're excited about taking Apple Rush into the public capital markets in funding our growth. RushNet and Rush Beverage shareholders have a significant share of the company, which should greatly benefit them as Apple Rush continues to grow and strengthen with its great product line." Further communications are forthcoming in the next few weeks, before public trading begins in Apple Rush stock. Management strongly encourages all interested parties to follow Apple Rush's growth over the next 12 months as our business plan bears fruit. About Apple Rush Company, Inc. Apple Rush Company, Inc is a producer and marketer of Organic 100% Juice beverages with distributors throughout the U.S., and in foreign markets, that sell the line to retailers. The lightly-carbonated Organic Apple Rush(TM) bottle line currently has six highly-regarded flavors that will be available in 12oz cans in early 2008. More information at www.applerush.com Disclaimer: The Company relies upon the Safe Harbor Laws of 1933, 1934 and 1995 for all public news releases. Statements, which are not historical facts, are forward-looking statements. The company, through its management, makes forward-looking public statements concerning its expected future operations, performance and other developments. Such forward-looking statements are necessarily estimates reflecting the company's best judgment based upon current information and involve a number of risks and uncertainties, and there can be no assurance that other factors will not affect the accuracy of such forward-looking statements. It is impossible to identify all such factors. Factors which could cause actual results to differ materially from those estimated by the company include, but are not limited to, government regulation; managing and maintaining growth; the effect of adverse publicity; litigation; competition; and other factors which may be identified from time to time in the company's public announcements. SOURCE: Apple Rush Company, Inc. Apple Rush, Inc. Robert Corr Phone: 708-389-6625
Posts: 2063 | From: Europe | Registered: Feb 2006
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Well according to this we are still in the drivers seat.
"RushNet received 45% of the total outstanding shares of D-Bar, Rush Beverage received 43% of the shares, and the remaining 12% of the shares stayed with the original D-Bar shareholders"
Things might actually start to turn here!!
Posts: 2063 | From: Europe | Registered: Feb 2006
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Reverse Mergers When a publicly traded company meets its demise the “shell” or publicly traded framework still remains. This creates an opportunity for privately held companies seeking public status. They can simply purchase this public shell and “reverse” their company into it. This process is commonly known as a Reverse Merger. Reverse Mergers can take less time and can be less expensive than an Initial Public Offering (the legal work is considerably simpler) and the results can be more advantageous.
Depending on the shell, an existing shareholder base may be included, providing an immediate public float and liquidity. With existing shareholders the need to pay commissions to a managing underwriter and brokers for an initial public offering is eliminated.
A Reverse Merger may not be the best option for companies needing the capital infusion of an IPO. In a Reverse Merger the functions of issuing stock and raising capital are unbundled, so the resulting time line is much shorter. A private capital raise can be incorporated into the process or a secondary offering can be initiated after the Reverse Merger is completed.
The Reverse Merger’s greatest attraction is that IPO’s typically require a somewhat recognized business entity with an established history of earnings in order to attract an underwriter and investors. Reverse Mergers are ideal for companies that are “up and coming” but may lack solid earnings or an attractive story.
Buying a Public Shell Shells vary greatly in quality and price and can range from $50,000 to $1,000,000 or even more. When negotiating for the purchase of a shell, the age of the corporation, the state of incorporation as well as the number of shareholders and amount of liabilities should be taken into consideration. Although not as significant, trading history also plays a factor in the decision-making process.
Most critically, it must be ascertained on which exchange the shell qualifies to be listed or on which aspect of the over the counter market. For instance, although both over the counter markets, Bulletin Board shells fetch a greater price than those that trade on the Pink Sheet. A shell that comes equipped with more than 300 shareholders is highly coveted due to the fact that it qualifies for trading on the NASDAQ Small Cap market or American Stock Exchange.
The Reverse Merger Process After the privately held company selects a shell they obtain a majority of the stock at a minimum and over 90% at a maximum. A private company never obtains 100% of the stock of the shell as at least some of the stock is necessarily held by the public in the float. Name change documents are filed to update the name of the shell so it matches the name of the acquiring company. A board of directors is then formed.
Reverse Mergers are generally structured so that corporate officers and insiders of the privately held company retain more than 80% of the outstanding stock. Once again, exchange requirements vary in order for the shell to be listed and anywhere from 5% to 20% of the outstanding stock needs to be publicly traded stock; meaning not in the hands of insiders and affiliates.
Coupling a Capital Raise with a Reverse Merger There are several avenues that can be taken if the private company initiating the Reverse Merger needs investment equity.
Shareholder rights offerings, secondary offerings that consist of private individuals and institutions (otherwise known as PIPE’s; Private Equity into Public Entity), conversion of debt to equity and issuing warrants are all viable means for raising investment equity.
In each of the above scenarios the SEC has numerous regulations that must be complied with in addition to various Blue Sky issues that vary from state to state. In the event that insiders of the company decide to sell restricted stock that is not registered or even sell fully registered stock, they are bound by restrictions regarding how much stock they can sell and at what price. The term “insider” refers to company officers and directors and those that own in excess of 5% of all the issued and outstanding stock.
Legal Counsel Goes to Work If a public shell is available for purchase it is usually behind in its required SEC filings and corporate counsel must go to work in order to “clean up” the shell, bringing these filings current. Also, shareholders must be informed as to who has purchased the shell and for what purpose.
Once the Reverse Merger has been completed relationships must be established with investor relations experts and market makers in order to attract interest to the stock and spark liquidity.
This site is intended as a public resource for those gathering information and conducting due diligence for reverse mergers and public shells. It is not a solicitation to buy or sell securities and should not be construed as legal advice or considered to be a replacement for retaining securities legal counsel. For more resources, use our search box below.
-------------------- Bob Kelly Posts: 17 | From: Fort Lauderdale, Fl | Registered: Nov 2006
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I am wondering if they monitor this board and started to get scared about the lawsuit talk. Maybe that is why they felt they had to put out that pr explaining the merger.
Posts: 100 | From: Illinois | Registered: Oct 2006
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What happened for four days? It looks like this site was down. At any rate, does anyone know who is getting the profit on AR while we are waiting the new corp. to take shape? If we as shareholders own a large percentage of APRU(?), isn't that better than our previous position on Ginseng Rush, which we did not own? The only thing I can think of is that APRU will immediately head down the dilution path making it less desirable to actually own. Otherwise, I can't think of why this stock would sit at .0001 and .0002. Any thoughts?
Posts: 196 | From: Tampa, FL | Registered: Mar 2006
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