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Microcap & Penny Stocks : MIS International (NASD/BB: MISM)
MISM 0.4500.0%Jan 21 4:00 PM EST

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To: Leroyt who wrote (165)2/17/1998 3:01:00 PM
From: Joe Sing  Read Replies (1) of 264
 
Give your heads a shake! MISM is a tiny company with little cash, big plans and dubious future prospects.

For nearly a year the company's stock was moribund. Then, in the last four months the company has announced "letters-of-intent" (not contracts), but simple documents that promise amazing things in the future. The "future" never seems materialize as the company pushes the bona fide announcement dates back. Maybe things could fall apart altogether in between now and then. Who knows? The point is: a letter-of-intent is hardly a material change in the affairs of the company.

What type of responsible management makes such announcements? I mean, people are going out there, buying stock in anticipation of things coming to fruition. A much more prudent course of action, don't you think, would be to actually announce news when they have something?

Despite this, how's the stock performed? Well, its performed like it should. Remember, this was formerly a $3.00 stock before the company's former two franchise concepts (one based on reselling video games and the other based on reselling auto parts) collapsed. Accordingly, a lot of people who still hold this stock bought it at a much higher cost. I know, I'm one of them ($2.85)! They've been on this marry-go-round before and want to get off while they still can.

Most of these people are Americans who just assumed that the company went bankrupt when it not too brilliantly delisted from the Vancouver Stock Exchange (because the exchange had the audacity to ask for a business plan!) and decided to trade OTC (little regulatory constraints y'know). The stock symbol changed, as did the company's name, and it relocated its domicile from British Columbia, Canada, to Delaware. Amazingly, I was a shareholder-of-record during all this period, and I never received notice of any of these proceedings. I guess you're special or something Leroy! Given this, guess how amazed people must be to see their stock rise like Phoenix from the ashes. And, if it appears that there's a bit of technical resistance at the $0.50 level, I guess that it would be because people can actually sell their stock at that price and, after commission, buy a cup of coffee.

How can they sell if there's so much promising news pending, you ask? Simple, they don't know its happening. The company has done an incredibly poor job at communicating their intentions. In fact, besides this forum, I don't think there's be any communication.

But instead of acknowledging this fact, management attribute the stock's dismal performance to a nefarious conspiracy by unnamed persons. See post #87, to be specific. I quote:

"It has become evident that some external force has decided to play games with our stock." CEO Dan Masters is rumored to have said in a fax to shareholders. He is alleged to have added: "We will not allow this to continue....We believe we know who the offenders are and have relayed that information to the authorities. We have also decided to retain the services of private investigators who specialize in investigating stock manipulations."

I found this news especially interesting because this is a tactic commonly used by managers of small public companies to avoid taking any responsibility for their stock's performance. My favorite example is another OTC stock called North American Exploration (NAMX). Go take a look.

I don't know if any of this is true, but let me see if I understand this: Dan Masters doesn't have sufficient confidence in the SEC, so he has to go out and hire his own investigators. If they're being paid by Dan Masters how do we know they're truly impartial, especially since they go nameless. Also, I find it curious how Dan Masters apparently has time to hire private dicks, but he can't finalize any one of the pending agreements. If he's so confident in his allegations, he should name names. At the very least, make public his letter to the SEC. If somebody really is playing games with the stock, don't shareholders have aright to know the details?

Likewise, if we're going to investigate who is selling, let's have an unfettered investigation with broad terms of reference. Let's not just look at whomever Dan Masters points his finger at, but everyone -- let the chips fall where they may. In April of 1996, the company had 6.8 million shares outstanding. Now, I read elsewhere on this thread, it has 16 million shares out. Who owns all that stock?

In another "apparent" (it is attributed to him on this thread) letter to shareholders (see post #42), dated November 1997, Dan Masters introduces Wilfred Shaw. "Wilfred is like you, a shareholder," he states. "It was Wilfred who convinced me to become the CEO last year after the original management left to pursue another OTC BB company." This is only half true.

The truth is that Wilfred Shaw was the president and largest shareholder of the company when its last franchise system collapsed. The Wheel to Wheel concept was started ten years ago in British Columbia by a gentlemen who then, in good faith, assigned the "Wheel to Wheel" trademark to MISM on the understanding that he would receive nominal unspecified consideration. Guess what? The company kept the trademark and refused to give him a nickel for his life's work! The assignment of the contract is arguably dubious because he could argue that 1) there was no consideration and, 2) MISM entered into it in bad faith. I don' think he'll go after the company, though, at least not yet. If I were him, what I would do is wait for the company to spend lots of money on signage etcetera and then go after them. That would really sting! In any event, the other director of the company was so incensed at this gentlemen's treatment that --I am told-- he resigned. This left Wilfred Shaw in control of the company, and he picked Dan Masters to run the company on his behalf.

I'm not sure, but Wilfred Shaw might even still be president of the company. Dan Masters calls himself "CEO" and not "President & CEO." It's worth looking into. In any event, in this same letter, Dan Masters is reportedly said to have stated: "Both of us have mainly restricted shares and are not going anywhere. We have also covered the expenses required to rebuild the company an grow Wheel to Wheel. Almost $700,000" That's where the extra stock went! Notice he said "mainly." But wait a second, Wilfred's Shaw's first private placement in the company was in 1995, surely that stock's free-trading now?

Presuming everything is the way it appears what do we really have? A premiere franchiser of salty dough and installer of used auto parts? Good, let's look at the potential here, if any. But the pending deals are curious. I mean, why would anybody shop a "successful" business? I guess either it isn't making money or it isn't making money. The $13 million letter-of-intent for funding is the most troubling development, however. What firm is going to raise money for a $0.40 OTC stock, just recently trading in the low pennies and which is knowingly volatile? Then, even if they do, along what terms? I hear a Reg S coming here. That'll give the company a cool 50 million shares out.

I don't mean to rain on everyone's parade, but sometimes its better to act with a little skepticism. I only wager what I can afford to lose, and often for good reason<g>
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