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To: IPOJunkie who wrote (523)	8/7/1998 3:42:00 PM
From: Chloe R	Read Replies (2) of 690

IPO, I had to go back almost 20 posts to find you. What's up? WELL, HERE IT IS: Yesterday, HST and the Halter Financial Group (HFG) executed a letter of intent!!! Before you get too excited and start running to do due diligence on the shell you have to know that HFG does things a little differently. ALL their shells are owned by them and have been cleaned by bankruptcy. The statute of limitations has also expired on each. So, they are essentially commodities - good clean shells; can't get cleaner. The agreement is therefore with HFG, not a specific shell. Halter keeps up the audited financials but chooses to not have its shells trading and reporting in order to prevent the fun and games that typically occur on the shell side (sorry, Peter!) Therefore all the paperwork, requirements, and attorney opinions are in order for a fully-trading, fully-reporting company but they choose to hold it back in order to put together a deal without front-running potentially messing it up. It's a very professional approach but doesn't give anybody any arbitrage opportunities. I would imagine that the shell is one of those listed on the HFG website at halterfinancial.com I guess we'll have to wait for a full announcement to get all the details, but this is the short of it: The deal involves no cash. This is becoming very rare these days. Most shell providers are simply shell brokers who want to take the cash and run. HFG is quite different. They want to be a long-term partner with the companies they facilitate reverses for. They usually only deal with companies that have established earnings in the multi-million range. HST is the execption, having been identified as possessing tremendous upside potential. HFG is covering its bases, though. The merger is contingent on the $1 million financing being completed and $1 million in firm orders being received. The percentage will be average (10% or so). But considering no cash is involved this looks like a very good deal with a very reputable company. We're moving along.... Clo

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