SEC Company Response from AIMS WORLDWIDE INC (CIK 0001094363) — Oct 12, 2005
AIMS WORLDWIDE INC (CIK 0001094363)
Date: Oct. 12, 2005 · CIK: 0001094363 · Accession: 0001078782-05-000484
AI Filing Summary & Sentiment
File numbers found in text: 333-86711
Referenced dates: May 30, 2003
Letter
United States Securities and Exchange Commission Division of Corporate Finance Form 10-KSB for the year ended December 31, 2004 Form 10-QSB for the quarterly period ended June 30, 2005 Commission File Number: 333-86711 Via EDGAR
Dear Mr. Humphrey:
Please see the following responses (in boldface) to your inquiry of October 3, 2005:
Form 10-KSB for the fiscal year ended December 31, 2004
Financial Statements
General
______________________________________________________________________________________
Patrick J. Summers, CFO and Controller
10400 Eaton Place, #450 / Fairfax, VA 22030
703-621-3875, x2254 / FAX 703-621-3870 / PSummers@AIMSWorldwide.com
1.
We note from disclosure throughout your filing and in various Forms 8 -K. filed throughout the year that you have acquired several companies. Please explain to us how you have evaluated these acquisitions for significance individually and in the aggregate. Refer to Item 310 (c) of Regulation S-B. Your response should cover 2003 and 2004 as well as any acquisitions during 2005.
We made no acquisitions during 2003, one acquisition during 2004, and two acquisitions during 2005.
On April 19, 2004, we acquired ATB Media, Inc. (ATB) in exchange for approximately 2,000,000 shares of our common stock. At the time of the acquisition, we determined this acquisition to be significant because ATB held assets of approximately $988,000, an amount in excess of 40% of the assets of the combined companies, after eliminations, of approximately $1,239,000.
On February 1, 2005, we acquired Prime Time Cable, Inc. (PTC) in exchange for 1,576,086 shares of our common stock and $400,000 in cash and notes payable. At the time of the acquisition, we determined this acquisition to be significant because PTC held assets were valued at approximately $1,586,000, an amount in excess of 40% of the assets of the combined companies, after eliminations, of approximately $2,397,000.
On April 15, 2005, we acquired Harrell Woodcock Linkletter & Vincent, Inc., ("HWL&V") in exchange for 500,000 shares of our common stock and assumption of approximately $9,000 in liabilities. At the time of the acquisition, we determined this acquisition not to be significant because HWL&V assets were valued at approximately $183,000, an amount less than 10% of the assets of the combined companies, after eliminations, of approximately $2,797,000. In addition, the equity paid for HWL&V was less than 10% of the outstanding equity and HWL&V had not generated operating income from continuing operations before income taxes.
2.
As a related matter, please tell us how you have satisfied the financial statement requirements for any acquisitions or group of acquisitions deemed significant under Item 310 (c) of Regulation S-B. Your response should include how and when any required financial statements were filed. Your response should cover 2003 and 2004 as well as any acquisitions during 2005. We may have further comment on your response.
We made no acquisitions during 2003, one significant acquisition during 2004 and one significant acquisition during 2005.
On April 19, 2004, we acquired ATB Media, Inc. (ATB) and reported this acquisition on May 7, 2004 on Form 8K, along with a copy of the acquisition agreement. On September 15, 2004, we submitted audited financial statements for ATB and pro forma financial information as an exhibit to Form 10Q filed for the quarter ended June 30, 2004.
______________________________________________________________________________________
Patrick J. Summers, CFO and Controller
10400 Eaton Place, #450 / Fairfax, VA 22030
703-621-3875, x2254 / FAX 703-621-3870 / PSummers@AIMSWorldwide.com
On February 1, 2005, we acquired Prime Time Cable, Inc. (PTC) and reported this acquisition on February 16, 2005, on Form 8K, along with a copy of the acquisition agreement. On September 30, 2005, we submitted audited financial statements for PTC with an amended Form 8K and on October 7, 2005, we submitted pro forma financial information with an amended Form 8K.
Note 1. Organization, Basis of Presentation, and Significant Accounting Policies
Accounts Receivable, page 28
In our previous comment 2 in our letter dated May 30, 2003, we asked you to include a description of your policy with respect to a periodic review of receivable balances and an assessment of their collectability. Although your current disclosure indicates the result of your current review, it does not address your policy for conducting this assessment. As such, please revise your disclosure to describe your policy as previously requested.
We will expand our disclosure in future filings to include a description of our policy with respect to a periodic review of receivable balances and an assessment of their collectability.
Revenue Recognition, page 28
4.
We note from your disclosure on page 28 that a substantial portion of your 2004 revenue was earned through a cost-plus contract with a related entity. Supplementally explain the specific terms of this contract. Include in your response the services involved, payment terms, and any other relevant information with respect to this contract. We may have further comment on your response.
Our agreement with the related entity was to provide management services for which we received semi-monthly payment, covering primarily salaries and related payroll expenses. In accordance with GAAP, we recorded as revenue from this contract only the amounts billed in excess of reimbursed direct costs, not the gross billings, so to properly reflect our revenue numbers.
Note 2. Related Party Transactions, page 29
5.
We note from your disclosure on page 29 that ATB, the entity you reported as having been acquired on April 19, 2004, in your Form 8-K filed on May 3, 2004, made advances and investments in excess of $1-2 million during 2004. Further, we note that these advances and investments were written off prior to year end. Supplementally explain to us the facts and circumstances surrounding these investments and advances and their subsequent impairment. Your response should include a timeline detailing the timing of your acquisition, when and why these investments were made, and when the decision was made to write off these investments. We may have further comment on your response.
______________________________________________________________________________________
Patrick J. Summers, CFO and Controller
10400 Eaton Place, #450 / Fairfax, VA 22030
703-621-3875, x2254 / FAX 703-621-3870 / PSummers@AIMSWorldwide.com
This disclosure was not clearly written. The advances and investments mentioned were made by ATB prior to 2004 and prior to our acquisition of ATB on April 19, 2004, and a portion had been written off before our acquisition. At the time of our acquisition of ATB, the balance recorded for advances and investments was $988,073. We made no additional advances or investments during 2004 and ATB had no operations other than accrual of interest expense on notes payable. The decision was made to write off these investments at year end due to the continued passage of time without activity and our inability to document assurance of recovery of the amount invested.
6.
As a related matter, please revise your financial statements to add a note dedicated solely to describing any acquisitions made during the period. This disclosure should address all of requirements set forth in paragraphs 51 -57 of SFAS 141. Please include a copy of your intended disclosure with your response.
The one acquisition we made during 2004 was ATB, which was an entity under common control prior to the acquisition. We believe that exchange of shares of entities under common control are not business combinations as defined by paragraph 11 of SFAS 141 and are properly accounted for using methods similar to a pooling of interests and, as such, are excluded from certain requirements of SFAS 141. We believe this transaction is properly reported, in accordance with Appendix D, paragraphs D11-D18, as a significant related party transaction.
7.
We note that you issued 1.8 million shares in January 2005 to officers in consideration for accrued compensation of $1,123,380. Supplementally explain to us how the value of $0.62 per share used in this transaction compared with market value at the transaction date, how you determined market value, and whether you recorded any gain or loss on the transaction.
The value of $0.62 is 67% of the Market value of $0.93 on the date that the compensation was determined and awarded. The market value was determined by the closing transaction price as reported on the OTCBB. The 33% discount was taken to allow for the two-year Rule 144 restriction on the transferability of the stock. No gain or loss was recorded on the transaction since the award of compensation to these officers by the board of directors was a transaction with related parties.
Authorized
Yahoo
67 % Yahoo
No. of
Total $$$
Par Value
Date
Shareholder
Description
by BOD
Stock Price
Stock Price
Shares
Amount
$0.001
Paid in Cap
1/07/05
B. Joseph Vincent
Debt exting.
1/07/05
$0.93
$0.62
600,000
$374,460.00
$600.00
$373,860.00
1/07/05
Gerald Garcia, Jr.
Debt exting.
1/07/05
$0.93
$0.62
600,000
$374,460.00
$600.00
$373,860.00
1/07/05
Michael Foudy
Debt exting.
1/07/05
$0.93
$0.62
600,000
$374,460.00
$600.00
$373,860.00
---------------
$1,123,380.00
______________________________________________________________________________________
Patrick J. Summers, CFO and Controller
10400 Eaton Place, #450 / Fairfax, VA 22030
703-621-3875, x2254 / FAX 703-621-3870 / PSummers@AIMSWorldwide.com
8.
We note from your disclosure on pages 17 and 30 of your Form 10-KSB that you exchanged 1,206,220 for the extinguishment of $1,326,853 of outstanding debt and accrued interest. However, in your discussion of recent stock transactions on page 19 of your Form 10-QSB for the quarter ended June 30, 2005, and on page 8 of your Form 10-KSB, you state that 1,326,853 shares were exchanged for debt forgiveness and modification in the amount of $1,326,853. Please explain this apparent discrepancy. Your response should also address how the stock issued was valued, how the value compared to your market value in November 2004 of $0.50 per share, as stated in your discussion of warrant valuation in Note 6 on page 32, and whether you recorded any gain or loss on debt extinguishment.
The number of shares exchanged was 1,206,220 for the extinguishments of $1,326,853 of outstanding debt and accrued interest. The discrepancy is apparently a typographical error that was carried forward to the form 10-QSB.
The number of shares to be issued and the amount of debt to be extinguished were determined as part of the negotiation of the acquisition of ATB. Per agreement, the debt was to be extinguished by issuing stock valued at 110% of the current market price, or $1.10 per share based on the market price of $1.00 per share on June 25, 2004. Because the stock to be issued would be restricted for two years under rule 144, we determined fair value of the common stock to be $0.67 per share by deducting a 33% discount from market price. The difference of $0.43 per share between the agreed price and fair value resulted in a gain from the extinguishments of debt of $518,675 that was recorded as a capital transaction because the transaction was between related parties. The total of the fair value of the stock issued and the gain on the extinguishments of debt, a total of $1,326,853 was added to paid-in capital. We don’t believe the value of the stock issued should be compared to the November 2004 market value.
Segments
9.
We note from your Note F: Segment Information on page 10 of your Form 10-QSB for the quarter ended March 31, 2005, that you report in three segments. Media Services, Media Properties, and Consulting Services. We did not, however, note any similar disclosure in your Form 10-KSB for the year ended December 31, 2004. Supplementally explain to us why you have not made the disclosures required by SFAS 131 in your annual filing as it appears you believe you have three reportable segments. We may have further comment on your response.
On February 1, 2005, we acquired Prime Time Cable, Inc. and on April 15, 2005, we acquired Harrell, Woodcock, Linkletter, & Vincent, Inc. With these acquisitions we determined that we began operating separate segments of Media Services, Media Properties, and Consulting Services segments. We did not have separate segments in prior periods.
______________________________________________________________________________________
Patrick J. Summers, CFO and Controller
10400 Eaton Place, #450 / Fairfax, VA 22030
703-621-3875, x2254 / FAX 703-621-3870 / PSummers@AIMSWorldwide.com
Form 1Q-KSB for the quarterly period ended June 30.2005
10.
We note that you recorded a significant amount of goodwill in your 2005 acquisitions of HWL&V and Prime Time Cable. In this regard, supplementally tell us what consideration was given to recording intangible assets before allocating the excess purchase price to goodwill. See SFAS 141 and 142, as well as EITF 02-17 for guidance
The acquisition of Prime Time Cable included fixed assets, limited liability company investments, renewable customer base and ongoing construction, planning, programming and maintenance operations. We determined that the primary value of the business was the ongoing operations with the earning value and the earning potential of the operation in place. Other than the value assigned to the agreement not to compete, we were not able to identify specific intangible components of this value separate from the Goodwill that we could identify to a specific life or expiration.
The Acquisition of HWL&V included no assets and nominal liabilities. The value acquired was entirely the strength, reputation and capabilities of the staff and shareholders of the company and could not be identified to specific intangibles separate from Goodwill.
11.
In light of the fact the HWL&V had no assets at the time of its acquisition, supplementally tell us how the parties arrived at the purchase price of 500,000 shares of your common stock along with payment of certain liabilities.
AIMS Worldwide, Inc., desired to have the intangible goodwill of the Harrell, Woodcock, and Linkletter (formerly HWL&V) brand name equity as a part of the AIMS Worldwide, Inc., family. Said corporate marquis name value included the late Wilson Harrell (creator of Formula 409 All Purpose Liquid Cleaner and one of America's most prominent and respected entrepreneurs), David Woodcock (former strategist with the National Football League, Inc Magazine), and Art Linkletter (well recognized television personality, author, and businessman).
12.
With respect to your acquisition of Prime Time Cable, please tell us whether its cable and Internet systems of operated pursuant to any contractual arrangements. If so, provide us with a general overview of such arrangements.
The operations acquired from Prime Time Cable include the design, construction, ownership and management of cable, internet and communication systems. A part of the business includes investments in limited liability companies that operate under contractual arrangements to build and operate systems in new mixed-use residential developments and provide the same services to specific communities. Generally, these services are provided under contractual arran
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CORRESP
1
filename1.htm
Converted by EDGARwiz
Washington, D.C. Tampa Orlando
AIMS Interactive, Inc. Prime Time Broadband Harrell, Woodcock, & Linkletter
October 10, 2005
United States Securities and Exchange Commission
Division of Corporate Finance
Attn.: David R. Humphrey, Branch Chief
Washington, D.C. 20549
202-551-3211
202-551-3304 (Amy Geddes)
Re:
AIMS Worldwide, Inc.
Form 10-KSB for the year ended December 31, 2004
Form 10-QSB for the quarterly period ended June 30, 2005
Commission File Number: 333-86711
Via EDGAR
Dear Mr. Humphrey:
Please see the following responses (in boldface) to your inquiry of October 3, 2005:
Form 10-KSB for the fiscal year ended December 31, 2004
Financial Statements
General
______________________________________________________________________________________
Patrick J. Summers, CFO and Controller
10400 Eaton Place, #450 / Fairfax, VA 22030
703-621-3875, x2254 / FAX 703-621-3870 / PSummers@AIMSWorldwide.com
1
1.
We note from disclosure throughout your filing and in various Forms 8 -K. filed throughout the year that you have acquired several companies. Please explain to us how you have evaluated these acquisitions for significance individually and in the aggregate. Refer to Item 310 (c) of Regulation S-B. Your response should cover 2003 and 2004 as well as any acquisitions during 2005.
We made no acquisitions during 2003, one acquisition during 2004, and two acquisitions during 2005.
On April 19, 2004, we acquired ATB Media, Inc. (ATB) in exchange for approximately 2,000,000 shares of our common stock. At the time of the acquisition, we determined this acquisition to be significant because ATB held assets of approximately $988,000, an amount in excess of 40% of the assets of the combined companies, after eliminations, of approximately $1,239,000.
On February 1, 2005, we acquired Prime Time Cable, Inc. (PTC) in exchange for 1,576,086 shares of our common stock and $400,000 in cash and notes payable. At the time of the acquisition, we determined this acquisition to be significant because PTC held assets were valued at approximately $1,586,000, an amount in excess of 40% of the assets of the combined companies, after eliminations, of approximately $2,397,000.
On April 15, 2005, we acquired Harrell Woodcock Linkletter & Vincent, Inc., ("HWL&V") in exchange for 500,000 shares of our common stock and assumption of approximately $9,000 in liabilities. At the time of the acquisition, we determined this acquisition not to be significant because HWL&V assets were valued at approximately $183,000, an amount less than 10% of the assets of the combined companies, after eliminations, of approximately $2,797,000. In addition, the equity paid for HWL&V was less than 10% of the outstanding equity and HWL&V had not generated operating income from continuing operations before income taxes.
2.
As a related matter, please tell us how you have satisfied the financial statement requirements for any acquisitions or group of acquisitions deemed significant under Item 310 (c) of Regulation S-B. Your response should include how and when any required financial statements were filed. Your response should cover 2003 and 2004 as well as any acquisitions during 2005. We may have further comment on your response.
We made no acquisitions during 2003, one significant acquisition during 2004 and one significant acquisition during 2005.
On April 19, 2004, we acquired ATB Media, Inc. (ATB) and reported this acquisition on May 7, 2004 on Form 8K, along with a copy of the acquisition agreement. On September 15, 2004, we submitted audited financial statements for ATB and pro forma financial information as an exhibit to Form 10Q filed for the quarter ended June 30, 2004.
______________________________________________________________________________________
Patrick J. Summers, CFO and Controller
10400 Eaton Place, #450 / Fairfax, VA 22030
703-621-3875, x2254 / FAX 703-621-3870 / PSummers@AIMSWorldwide.com
2
On February 1, 2005, we acquired Prime Time Cable, Inc. (PTC) and reported this acquisition on February 16, 2005, on Form 8K, along with a copy of the acquisition agreement. On September 30, 2005, we submitted audited financial statements for PTC with an amended Form 8K and on October 7, 2005, we submitted pro forma financial information with an amended Form 8K.
Note 1. Organization, Basis of Presentation, and Significant Accounting Policies
Accounts Receivable, page 28
3
In our previous comment 2 in our letter dated May 30, 2003, we asked you to include a description of your policy with respect to a periodic review of receivable balances and an assessment of their collectability. Although your current disclosure indicates the result of your current review, it does not address your policy for conducting this assessment. As such, please revise your disclosure to describe your policy as previously requested.
We will expand our disclosure in future filings to include a description of our policy with respect to a periodic review of receivable balances and an assessment of their collectability.
Revenue Recognition, page 28
4.
We note from your disclosure on page 28 that a substantial portion of your 2004 revenue was earned through a cost-plus contract with a related entity. Supplementally explain the specific terms of this contract. Include in your response the services involved, payment terms, and any other relevant information with respect to this contract. We may have further comment on your response.
Our agreement with the related entity was to provide management services for which we received semi-monthly payment, covering primarily salaries and related payroll expenses. In accordance with GAAP, we recorded as revenue from this contract only the amounts billed in excess of reimbursed direct costs, not the gross billings, so to properly reflect our revenue numbers.
Note 2. Related Party Transactions, page 29
5.
We note from your disclosure on page 29 that ATB, the entity you reported as having been acquired on April 19, 2004, in your Form 8-K filed on May 3, 2004, made advances and investments in excess of $1-2 million during 2004. Further, we note that these advances and investments were written off prior to year end. Supplementally explain to us the facts and circumstances surrounding these investments and advances and their subsequent impairment. Your response should include a timeline detailing the timing of your acquisition, when and why these investments were made, and when the decision was made to write off these investments. We may have further comment on your response.
______________________________________________________________________________________
Patrick J. Summers, CFO and Controller
10400 Eaton Place, #450 / Fairfax, VA 22030
703-621-3875, x2254 / FAX 703-621-3870 / PSummers@AIMSWorldwide.com
3
This disclosure was not clearly written. The advances and investments mentioned were made by ATB prior to 2004 and prior to our acquisition of ATB on April 19, 2004, and a portion had been written off before our acquisition. At the time of our acquisition of ATB, the balance recorded for advances and investments was $988,073. We made no additional advances or investments during 2004 and ATB had no operations other than accrual of interest expense on notes payable. The decision was made to write off these investments at year end due to the continued passage of time without activity and our inability to document assurance of recovery of the amount invested.
6.
As a related matter, please revise your financial statements to add a note dedicated solely to describing any acquisitions made during the period. This disclosure should address all of requirements set forth in paragraphs 51 -57 of SFAS 141. Please include a copy of your intended disclosure with your response.
The one acquisition we made during 2004 was ATB, which was an entity under common control prior to the acquisition. We believe that exchange of shares of entities under common control are not business combinations as defined by paragraph 11 of SFAS 141 and are properly accounted for using methods similar to a pooling of interests and, as such, are excluded from certain requirements of SFAS 141. We believe this transaction is properly reported, in accordance with Appendix D, paragraphs D11-D18, as a significant related party transaction.
7.
We note that you issued 1.8 million shares in January 2005 to officers in consideration for accrued compensation of $1,123,380. Supplementally explain to us how the value of $0.62 per share used in this transaction compared with market value at the transaction date, how you determined market value, and whether you recorded any gain or loss on the transaction.
The value of $0.62 is 67% of the Market value of $0.93 on the date that the compensation was determined and awarded. The market value was determined by the closing transaction price as reported on the OTCBB. The 33% discount was taken to allow for the two-year Rule 144 restriction on the transferability of the stock. No gain or loss was recorded on the transaction since the award of compensation to these officers by the board of directors was a transaction with related parties.
Authorized
Yahoo
67 % Yahoo
No. of
Total $$$
Par Value
Date
Shareholder
Description
by BOD
Stock Price
Stock Price
Shares
Amount
$0.001
Paid in Cap
1/07/05
B. Joseph Vincent
Debt exting.
1/07/05
$0.93
$0.62
600,000
$374,460.00
$600.00
$373,860.00
1/07/05
Gerald Garcia, Jr.
Debt exting.
1/07/05
$0.93
$0.62
600,000
$374,460.00
$600.00
$373,860.00
1/07/05
Michael Foudy
Debt exting.
1/07/05
$0.93
$0.62
600,000
$374,460.00
$600.00
$373,860.00
---------------
$1,123,380.00
______________________________________________________________________________________
Patrick J. Summers, CFO and Controller
10400 Eaton Place, #450 / Fairfax, VA 22030
703-621-3875, x2254 / FAX 703-621-3870 / PSummers@AIMSWorldwide.com
4
8.
We note from your disclosure on pages 17 and 30 of your Form 10-KSB that you exchanged 1,206,220 for the extinguishment of $1,326,853 of outstanding debt and accrued interest. However, in your discussion of recent stock transactions on page 19 of your Form 10-QSB for the quarter ended June 30, 2005, and on page 8 of your Form 10-KSB, you state that 1,326,853 shares were exchanged for debt forgiveness and modification in the amount of $1,326,853. Please explain this apparent discrepancy. Your response should also address how the stock issued was valued, how the value compared to your market value in November 2004 of $0.50 per share, as stated in your discussion of warrant valuation in Note 6 on page 32, and whether you recorded any gain or loss on debt extinguishment.
The number of shares exchanged was 1,206,220 for the extinguishments of $1,326,853 of outstanding debt and accrued interest. The discrepancy is apparently a typographical error that was carried forward to the form 10-QSB.
The number of shares to be issued and the amount of debt to be extinguished were determined as part of the negotiation of the acquisition of ATB. Per agreement, the debt was to be extinguished by issuing stock valued at 110% of the current market price, or $1.10 per share based on the market price of $1.00 per share on June 25, 2004. Because the stock to be issued would be restricted for two years under rule 144, we determined fair value of the common stock to be $0.67 per share by deducting a 33% discount from market price. The difference of $0.43 per share between the agreed price and fair value resulted in a gain from the extinguishments of debt of $518,675 that was recorded as a capital transaction because the transaction was between related parties. The total of the fair value of the stock issued and the gain on the extinguishments of debt, a total of $1,326,853 was added to paid-in capital. We don’t believe the value of the stock issued should be compared to the November 2004 market value.
Segments
9.
We note from your Note F: Segment Information on page 10 of your Form 10-QSB for the quarter ended March 31, 2005, that you report in three segments. Media Services, Media Properties, and Consulting Services. We did not, however, note any similar disclosure in your Form 10-KSB for the year ended December 31, 2004. Supplementally explain to us why you have not made the disclosures required by SFAS 131 in your annual filing as it appears you believe you have three reportable segments. We may have further comment on your response.
On February 1, 2005, we acquired Prime Time Cable, Inc. and on April 15, 2005, we acquired Harrell, Woodcock, Linkletter, & Vincent, Inc. With these acquisitions we determined that we began operating separate segments of Media Services, Media Properties, and Consulting Services segments. We did not have separate segments in prior periods.
______________________________________________________________________________________
Patrick J. Summers, CFO and Controller
10400 Eaton Place, #450 / Fairfax, VA 22030
703-621-3875, x2254 / FAX 703-621-3870 / PSummers@AIMSWorldwide.com
5
Form 1Q-KSB for the quarterly period ended June 30.2005
10.
We note that you recorded a significant amount of goodwill in your 2005 acquisitions of HWL&V and Prime Time Cable. In this regard, supplementally tell us what consideration was given to recording intangible assets before allocating the excess purchase price to goodwill. See SFAS 141 and 142, as well as EITF 02-17 for guidance
The acquisition of Prime Time Cable included fixed assets, limited liability company investments, renewable customer base and ongoing construction, planning, programming and maintenance operations. We determined that the primary value of the business was the ongoing operations with the earning value and the earning potential of the operation in place. Other than the value assigned to the agreement not to compete, we were not able to identify specific intangible components of this value separate from the Goodwill that we could identify to a specific life or expiration.
The Acquisition of HWL&V included no assets and nominal liabilities. The value acquired was entirely the strength, reputation and capabilities of the staff and shareholders of the company and could not be identified to specific intangibles separate from Goodwill.
11.
In light of the fact the HWL&V had no assets at the time of its acquisition, supplementally tell us how the parties arrived at the purchase price of 500,000 shares of your common stock along with payment of certain liabilities.
AIMS Worldwide, Inc., desired to have the intangible goodwill of the Harrell, Woodcock, and Linkletter (formerly HWL&V) brand name equity as a part of the AIMS Worldwide, Inc., family. Said corporate marquis name value included the late Wilson Harrell (creator of Formula 409 All Purpose Liquid Cleaner and one of America's most prominent and respected entrepreneurs), David Woodcock (former strategist with the National Football League, Inc Magazine), and Art Linkletter (well recognized television personality, author, and businessman).
12.
With respect to your acquisition of Prime Time Cable, please tell us whether its cable and Internet systems of operated pursuant to any contractual arrangements. If so, provide us with a general overview of such arrangements.
The operations acquired from Prime Time Cable include the design, construction, ownership and management of cable, internet and communication systems. A part of the business includes investments in limited liability companies that operate under contractual arrangements to build and operate systems in new mixed-use residential developments and provide the same services to specific communities. Generally, these services are provided under contractual arran