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Microcap & Penny Stocks : DGIV -- Good Prospects?
DGIV 0.00Dec 5 4:00 PM EST

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To: Andrew Q. Viet who wrote (1043)3/29/1998 1:54:00 AM
From: Secret_Agent_Man  Read Replies (2) of 7703
 
Andrew, Digitcom, is not in the edgar database per se, they are not a reporting company yet.

#2) Digitcom, currently has few competitors in the areas it is
currently marketing it's IP TELEPHONY solutions. Asia, Russia,
there are other areas ie. Europe, which it also has a contract for services but, other than VOCLF's Deutch Telecom relationship, I am unaware of any other direct competitors in Europe. I think there may be more areas where they are going to market their solutions but, It must be released by PR when available.

#3)With regards to NASDAQ listing requirements
Current Nasdaq Listing Requirements*
*effective August 22, 1997

The Nasdaq SmallCap Listing Requirements
The Nasdaq Stock Market Marketplace Rules

Nasdaq National Market Listing Requirements

nasdaq.com
see link for complete details

The current amendments to The Nasdaq Stock Market listing requirements, which were approved by The U.S. Securities and
Exchange Commission on August 22nd, further strengthen both the quantitative and qualitative requirements for issuers listing
on Nasdaqr. These changes materially enhance the threshold criteria necessary to qualify for listing on the Nasdaq National
Market.

Significant changes are highlighted below:

$1 Minimum Bid Price Required for Common and Preferred Stock
Common and preferred stock must have a minimum bid price of $1. The $1 bid price requirement provides a
safeguard against certain market activity associated with low-priced securities, and also enhances the credibility of the
market. Nasdaq is the only market that has a stated minimum bid price requirement.

Increase in the Quantitative Requirements
Increases to the quantitative requirements are detailed in the attached table. These increases will strengthen the
financial criteria in a manner consistent with the goal of increasing the quality and stability of Nasdaq companies,
while preserving the ability of qualified companies to raise capital.

Adoption of Market Capitalization Alternative
The adoption of a market capitalization test will help foster capital formation for Nasdaq National Market caliber
companies that would otherwise not qualify due to accounting conventions associated with certain business
combinations and specialized industries under the heading "Initial Listing 3." The attached table outlines the specific
requirements.

Adoption of Peer Review Requirement
All independent auditors for Nasdaq-listed companies must be subject to practice monitoring under a program such
as the AICPA SEC Practice Section peer review program. Such a program must provide that an accounting firm's
quality control system be peer reviewed every three years.

Nasdaq believes that the new requirements will further the protection of investors while enhancing the quality of The
Nasdaq Stock Market. Companies failing to satisfy the new continued listing requirements will be allowed until
February 23, 1998 to meet the new requirements. Companies should initiate appropriate corporate action necessary to
achieve full compliance by February 23, 1998

1Net tangible assets means total assets (excluding goodwill) minus total liabilities.
2For initial or continued listing under option 3, a company must satisfy one of the following to be in compliance: the market capitalization
requirement or the total assets and the total revenue requirement.
3Public float is defined as shares that are not held directly or indirectly by any officer or director of the issuer and by any other person who is
the beneficial owner of more than 10 percent of the total shares outstanding.
4Round lot holders are considered holders of 100 shares or more.

Current Nasdaq Listing Requirements*
*effective August 22, 1997

Nasdaq National Market Listing Requirements
The Nasdaq Stock Market Marketplace Rules

*****The Nasdaq SmallCap Listing Requirements*****

nasdaq.com
see Link for exact details

The current amendments to The Nasdaq Stock Market listing requirements, which were approved by The U.S. Securities and
Exchange Commission on August 22nd, further strengthen both the quantitative and qualitative requirements for issuers listing
on Nasdaqr. For the first time, corporate governance requirements applicable to the Nasdaq National Market will extend to
The Nasdaq SmallCap Market. These changes materially enhance the threshold criteria necessary to qualify for listing on The
Nasdaq SmallCap Market.

Significant changes are highlighted below:

$1 Minimum Bid Price Required for Common and Preferred Stock

Common and preferred stock must have a minimum bid price of $1. The $1 bid price requirement provides a
safeguard against certain market activity associated with low-priced securities, and also enhances the credibility of the
market. Nasdaq is the only market that has a stated minimum bid price requirement.

Increase in the Quantitative Requirements

Increases to the quantitative requirements are detailed in the attached table. These increases will strengthen the
financial criteria in a manner consistent with the goal of increasing the quality and stability of Nasdaq companies,
while preserving the ability of qualified companies to raise capital.

Adoption of Peer Review Requirement

All independent auditors for Nasdaq-listed companies must be subject to practice monitoring under a program such
as the AICPA SEC Practice Section peer review program. Such a program must provide that an accounting firm's
quality control system be peer reviewed every three years.

Adoption of Corporate Governance Requirements

A summary of the corporate governance requirements for companies listed on The Nasdaq SmallCap Market are
presented below. Details regarding these requirements will be forth coming.
Distribution of annual and interim reports
A minimum of two independent directors
An audit committee, a majority of which are independent directors
An annual shareholder meeting
Quorum requirement
Solicitation of proxies
Review of conflicts of interest
Shareholder approval for certain corporate actions
Voting Rights

Nasdaq believes that the new requirements will further the protection of investors while enhancing the quality of The
Nasdaq Stock Market. Companies failing to satisfy the new continued listing requirements will be allowed until
February 23, 1998 to meet the new requirements. Companies should initiate appropriate corporate action necessary
to achieve full compliance by February 23, 1998.

The Nasdaq SmallCap Market Requirements

1For initial or continued listing, a company must satisfy one of the following to be in compliance: the net tangible assets requirement, (net
tangible assets means total assets, excluding goodwill, minus total liabilities) the market capitalization requirement or the net income
requirement.
2Public float is defined as shares that are not held directly or indirectly by any officer or director of the issuer and by any other person who is
the beneficial owner of more than 10 percent of the total shares outstanding.
3Round lot holders are considered holders of 100 shares or more.
4If operating history is less than 1 year, initial listing requires market capitalization of at least %50 million.

Note one does not apply for NASDAQ listing before they are a reporting company this will occur first. after that it can take 6-12 weeks after filing of S1 depending on whether or not other criteria has been met.

Financials are currently being audited so the details and specifics you request will not be available for at leaset a few weeks perhaps a month.

Current Shares: This is Current
Message 3779053

Andrew, I hope this helps a bit.

Byron
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