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Microcap & Penny Stocks : TSIG.com TIGI (formerly TSIG) -- Ignore unavailable to you. Want to Upgrade?

To: Dave Gore who wrote (30337)	6/6/1999 11:58:00 PM
From: The Swordsman	Read Replies (1) \| Respond to of 44908

Dave, listed below your comments is the actual wording from the SEC registration. You keep talking about a 10 cent minimum that is not a guarantee and massive dilution....it simply is not true! I repeat again that when the SEC approved the registration on the PP that the stock was much higher, so they set a limit of 52 MILLION SHARES, since that easily covered the whole PP amount. (Quantity of Shares)… Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 promulgated under the Securities Act of 1933. Represents shares that have been or may be acquired by the selling securityholders upon conversion of convertible debentures, assuming a conversion price of $.10 per share for debentures which have not yet been converted. Includes an indeterminate number of shares which may become issuable in the event of a stock split, stock dividend or similar transaction involving the common stock to pursuant to antidilution provisions of the convertible debentures. Let me bring your attention to 2 words. Assuming. If there really was a floor I believe the wording would read limited to not assuming. No attorney worth a dam, much less the fees that TSIG is paying would use the word assume and expect it to hold up in court. No way Jose!!! Indeterminate. Speaks for itself. As for your next statement… well I'll also let that stand for whatever it's worth. Get it? If someone can prove that wrong by calling the SEC or getting something in writing, fine. But that came straight from RG's mouth. In addition while researching the latest registration you all might be interested in the following. Any lurker to the TSIG thread should carefully read this registration statement before going forward. While revenues may be forthcoming with certain of the card alliances, there can be no certainty that these alliances will produce profitable results. This filing was just done a few weeks ago. RISK FACTORS An investment in TeleServices' common stock involves major risks. Prospective investors should carefully consider the following risk factors, in addition to all of the other information in this prospectus, in determining whether to purchase shares of TeleServices' stock. WE ARE A HIGHLY SPECULATIVE INVESTMENT. The telecommunications and internet industries are subject to intense competition. TeleServices has been operating at a loss since inception, and you cannot assume that TeleServices' plans will either materialize or prove successful. There is no assurance that TeleServices' operations will become profitable. In the event TeleServices' plans are unsuccessful, you may lose all or a substantial part of your investment. For these and other reasons, the purchase of TeleServices' stock must be considered a highly speculative investment. WE HAVE A HISTORY OF OPERATING LOSSES, DEPLETION OF WORKING CAPITAL AND FINANCIAL INSTABILITY. For the fiscal year ended December 31, 1998, TeleServices had a net loss of approximately $11,822,251. These losses are expected to continue for an undetermined time. As of December 31, 1998, TeleServices had negative stockholders' equity of $8,004,726, an accumulated deficit of $37,888,635 and a working capital deficit of $8,892,289. TeleServices has earned limited operating revenues. The financial success of TeleServices will depend largely upon facts related to TeleServices' operations. There is substantial doubt as to whether TeleServices will be able to continue operations. There can be no assurance as to whether TeleServices will be able to achieve profitable operations or sustained revenues. WE CANNOT BE SURE THAT FUTURE CAPITAL WILL BE AVAILABLE. TeleServices' business will continue to require substantial funds for capital expenditures and related expenses in pursuit of our business plans. The timing and amount of such spending is difficult to predict accurately and will depend upon many factors. To the extent required, TeleServices may seek additional funds through additional private placements which will be exempt from registration. Any such additional private placements will not require prior shareholder approval and may include offerings of equity securities such as common stock or preferred stock which is convertible into common stock, or debt securities such as notes or debentures convertible into common stock. If additional funds are raised by issuing equity or debt securities, further dilution to shareholders could occur. Additionally, investors purchasing future equity or debt securities could be granted registration rights by TeleServices. There can be no assurance that additional financing will be available when needed or on terms acceptable to TeleServices. WE ARE INVOLVED IN SEVERAL PENDING LAWSUITS. TeleServices and its subsidiaries are currently involved in several pending lawsuits. There can be no assurance that the outcome of any litigation will not result in substantial cost and uncertainty to TeleServices or its subsidiaries. ONE OF OUR SUBSIDIARIES FILED FOR BANKRUPTCY. VSI, a subsidiary which had accounted for a significant portion of TeleServices' information services business in prior years, filed for Chapter 7 bankruptcy in March of 1999. There can be no assurance that TeleServices' business, financial condition and results of operations will not be materially adversely affected by the bankruptcy of VSI. WE DEPEND ON EXISTING MANAGEMENT; NO ADDITIONAL LIFE INSURANCE ON KEY PERSONNEL IS CARRIED. TeleServices' future success depends in significant part upon the continued service of certain key management personnel. Competition for such personnel is intense, and there can be no assurance that TeleServices can retain its key managerial personnel or that it can attract, assimilate or retain other highly qualified managerial personnel in the future. The loss of key personnel, especially if without advance notice, or the inability to hire or retain qualified personnel could have a material adverse effect upon TeleServices business, financial condition and result of operations. TeleServices does not currently maintain additional life insurance on the life of any of its key officers, directors, employees or consultants. INDEMNIFICATION OF DIRECTORS AND OFFICERS. TeleServices' by-laws provide that TeleServices will indemnify a current or past director or officer, or person who has acted in such capacity for another corporation at the request of TeleServices, (and such person's heirs and legal representatives) against all reasonably incurred costs and amounts paid to settle an action, in a proceeding where he has been named as a party because of his role. TeleServices has also entered into indemnification agreements with several of the officers and directors of TeleServices and its subsidiaries, and may enter into similar agreements in the future. The company currently has directors' and officers' liability insurance policies with a total limit of liability of $10,000,000 (including costs of defense). The current policies expire May 27, 1999. Has this insurance been renewed? SC