LOOK AT THE DATES HERE OF THE SHPS/AMCI INTERNATIONAL R/M
11/05/99 OSCM ONE STOP COM INC SC 13D
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On October 27, 1999 (the "Closing Date"), pursuant to an Asset Purchase
Agreement dated as of October 26, 1999 (the "Asset Purchase Agreement"), the
Company acquired certain of the assets (the "OSCM Assets") of OSCM. The OSCM
Assets consisted of (i) an 80.0% ownership interest in CCM Computer Accessories,
Inc., a New York corporation ("CCM") (which is engaged in the assembly of
personal computers, and the reselling of customized solutions relating to
document imaging and PC networking); (ii) all rights to purchase the remaining
20.0% ownership interest in CCM; and (iii) all assets related to OSCM's
Shopss.com virtual shopping mall, including, but not limited to all software,
web sites and related technology, customers and customer lists, patents,
trademarks and trade names and each and every thing, item, technology or
otherwise, specifically related thereto. The Company agreed to assume the
liabilities related to the Shopss.com business as booked on the financial
statements of OSCM and the liability for the put requiring OSCM to purchase the
remaining 20% interest in CCM.
In exchange for the OSCM Assets, the Company issued 2,207,898 shares (on
a pre-split basis) or an amount equal to approximately sixty percent (60.0%) of
its post closing outstanding Common Stock and agreed to pay cash of $5,000,000
of which $1,000,000 has been paid, $1,000,000 to be paid by December 31, 1999
and $3,000,000 to be paid by January 2, 2000. The cash payments are to be made
from the proceeds of a $25,000,000 equity investment in the Company for which
the Company has received a firm commitment. The outstanding post-agreement
shares of Common Stock will be forward split on the basis of 5.435034 for one,
resulting in 20,000,000 post-split and post-agreement outstanding shares of the
Company's Common Stock.
As a result of the shares of Common Stock issued to OSCM in consideration
of the Sale, OSCM now beneficially owns approximately 60.0% of the outstanding
shares of Common Stock.
In a separate transaction, several shareholders of the Company
transferred an aggregate of 1,345,533 pre-split shares to eleven persons,
including, several persons who are affiliated with the investor group which has
agreed to make the $25,000,000 equity investment in the Company as described
above.
Immediately after the Closing, the Company effected a forward split of
5.435034 for one, resulting in 20,000,000 post-split and post-closing shares of
the Company's Common Stock.
SO LETS DO THE MATH
IF 2,707,898 pre-split shares are 60%
Then there should be 3,679,830 pre-split shares
3,679,830 X foward split 5.435034 = 20million Outstanding like stated............perfect
However the pre-split 2,707,898 + 1,345,533 = 4,053,431 pre-split shares
4,053,431 X foward split 5.435034 = 22,030,535 Actual Total Outstanding shares
2,707,898 X 5.435034 = 14,717,518 post-split shares.....in the SC13D shows 12,000,000 issued for the assets
1,345,533 X 5.435034 = 7,313,017 post-split shares
Merrill sold 6,703,814 + 237,203 (has left) = 6,941,017 post-split shares
AMCI INTERNATIONAL SHAREHOLDER FILES SEC FORM 4
WASHINGTON, DC, Jan. 11, 2000 (States via COMTEX) -- David C. Merrell
of Sandy, UT, a Shareholder of AMCI International (SYMBOL: SHPS),
disposed of 6,703,814 shares in 3 transactions on November 04, 1999.
David C. Merrell currently owns 237,203 shares. A Form 4 reporting the
transaction was filed with the Securities and Exchange Commission on
December 22, 1999.
6,703,814 post split (equates to about 1.23 million of the 1,345,533 pre-split shares sold to those eleven persons mentioned in the filing)
> ---- > FILER REL FILED SHARES BROKER CONTACT > PHONE
> ------------------------ --- -------- ----------- -------------- -----------
> --- G > *GOFF SHELLEY SH 11/15/99 4,000 OLSEN PAYNE
> (516)-454-1577 > *SHELLY GOFF C/F CHRIST SH 11/15/99 500 OLSEN PAYNE
> (516)-454-1577 > *BURNINGHAM STACY SH 11/15/99 3,000 OLSEN PAYNE
> (516)-454-1577 > *ROSS SHERYL SH 11/15/99 4,000 OLSEN PAYNE
> (516)-454-1577 > *SHERYL ROSS C/F JOSHUA SH 11/15/99 500 OLSEN PAYNE
> (516)-454-1577
> *BURNINGHAM LEONARD W SH 11/15/99 70,791 OLSEN PAYNE
> (516)-454-1577 > *JENSON DUANE S SH 11/15/99 10,000 OLSEN PAYNE
> (516)-454-1577 > *BURNINGHAM JANET SH 11/15/99 2,000 OLSEN PAYNE
> (516)-454-1577 > *BURNINGHAM BRAD SH 11/15/99 7,000 OLSEN PAYNE
> (516)-454-1577
> *BURNINGHAM BRANDEN T SH 11/15/99 7,000 OLSEN PAYNE
> (516)-454-1577 > BROWN MICHAEL C SH 11/15/99 3,000 ACAP FINANCIAL
> (516)-454-1577 > MERREL CORIE SH 11/15/99 5,000 ACAP FINANCIAL
> (516)-454-1577 > M > (A) Indicates an Amended Filing
> (*) Indicates the Most Recent Filing Copyright 1999 The Washington
> Service
> 144 HISTORY: GOFF SHELLEY (SH) FILES TO SELL AMCI INTL [SHPS] - (Continued)
> >
> M---------------------------------------------------------------------------
> ---- > FILER REL FILED SHARES BROKER CONTACT > PHONE
> ------------------------ --- -------- ----------- -------------- -----------
> --- G > BRANDI LUIGI SH 11/15/99 40,000 ACAP FINANCIAL
> (516)-454-1577 > MERRELL DAVID C SH 11/15/99 162,960 ACAP FINANCIAL
> (516)-454-1577 > CHIRICAHUA CO SH 11/15/99 200,000 ACAP FINANCIAL
> (516)-454-1577 > PETERSON JERRY N 11/09/99 7,000 ACAP FINANCIAL
> M > (A) Indicates an Amended Filing
> (*) Indicates the Most Recent Filing Copyright 1999 The Washington
> Service > > Nov-22-1999 23:21 GMT > Symbols: > US;SHPS
ragingbull.lycos.com
nasdaq.com
SURE they sold at an artificial price of 5-6 dollars while it was being pumped to new investors with The dividend of 3.5 shares of the Common Stock of AMCI International, Inc. (OTC Bulletin Board: SHPS - news) for each 100 common shares of OSCM held by shareholders of record on December 1, 1999. The dividend will be issued upon regulatory approval.
This is interesting
ragingbull.lycos.com
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