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Gold/Mining/Energy : Ness Energy International
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To: John Sladek who wrote (169)9/10/2000 4:26:48 PM
From: John Sladek   of 364
 
Interesting statement from NESS 10K

freeedgar.com

The three private offerings described herein, all relied on certain exemptions from registration as separate offerings. The relationship between Ness of Texas International, Inc. ("Ness of Texas"), Hesed Energy International, Inc. ("Hesed") and Ness Energy International, Inc. ("Ness") gives rise to a question
as to whether the stock sold by these companies was actually sold as three separate offerings or whether the three offerings should be combined as one offering. When offerings are integrated in such a way the combined offering must meet the requirements of an exemption or all of the securities must be registered.

If the offerings were to be integrated the exemptions from registration could be lost since the offering would have been illegally made. The investors in the offering, then could have a cause for recision of their purchase and recovery of the purchase price, interest and possibly damages. Additionally, even though it is proposed that the investors in Ness of Texas and Hesed exchange their stock
for stock in Ness, receive a proper prospectus and registered securities. Section 12 (a) (1) of the Securities Act of 1933 is a strict liability section.
It provides a remedy of recision when the initial offer was illegal despite the fact that the securities were properly registered at a later date. There have
been no request or legal action by any investor seeking recision of their purchase, nevertheless, the possibility of such action gives rise to a
contingent liability that if realized could adversely effect the financial standing of the company.
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