To: PatP who wrote (38826 ) 6/28/1999 6:32:00 PM From: PCModem Read Replies (6) | Respond to of 43774
PatP, I received my copy of the Form D and PPM today from Primark/Disclosure. First off, it appears to be substantially the same document as presented on the geocities site, but with a couple of differences. As you noted before the subscription agreement and the subscriber questionnaire are not on the geocities site. Also, the "bar code" on the upper left corner of the From D has a different number on my copy -- mine says "99 03 2275" I suspect that since the issuer is required to send in 3 copies, I have a photo coy of one of them and the person who posted the document on geocities site has another copy (that one has "99 03 2276"). I note that the first line of the application (showing the Date March 3, 1999 etc.) on my copy is not blurred as the copy on the geocities site is. I have not yet compared it word for word, but did do spot checks on every page -- especially the blurred words and photo copy marks, etc. It looks to be the same. Some things that are very important to keep in mind: This document was prepared on March 3, 1999, it was received by the SEC on March 23, 1999 and it was processed on March 29, 1999. Some of the facts presented in it represent a 'snapshot' of the company as of March 3rd. Some of the statements do not represent the company at all because they were copied from another document and not edited. The notes and the financial projections for RMC were prepared by RMC and represented as true and accurate by RMC to the company. Thus the conditions under which I said I'd launch a class action suit do not exist. David Williams is not on the board, and has not been since the acquisition of RMC was unwound. All of the shares issued as a result of the acquisition of RMC were returned to the treasury. commentary: The document on geocities is not a fake. I thought it must be because it was such a poor excuse for any such document. The "facts" in it represent a snapshot of the company on March 3rd, and there have been some major material changes to the company since then, (and because so much of it was copied from another document prepared for another company), for these reasons I do not consider it to be a reliable source of information concerning the company. If anyone wants to know for themselves, they should look to the company's web sites and/or call the company for information. For anyone reading this who doesn't think that is a valid source for information about the company, I suggest you find a more valid source and pursue it. As for the number of shares reported as authorized in the PPM and Form D: First, due to the poor quality of information in the document I have no way of knowing if the number "1,750,000,000 authorized" represents the accurate number authorized on March 3, 1999. If it was the number authorized on that date, that does not mean that 1.1 billion authorized, as recently reported from the transfer agent, is not accurate. A company can change the number of authorized shares (up or down) by amending its Articles of Incorporation (or Charter) depending on what their state's corporate laws and the company's by-laws have to say about how that is done. In other words: The company may have decreased the number of authorized shares since March 3, 1999. I confronted Ray Gamble and Charles Vaccaro concerning this document. Their view was understandable: It was a private (not public) placement prepared for two people. It was never intended to be released to the public (and has not been released to the public by the SEC or by the company). The names of those two individuals will remain private (as they should be, it being a private placement and all). The shares are restricted (if anyone reads the boilerplate it is clear if you know how to interpret what is there -- the shares are newly issued, unregistered, bought for investment purposes and not resale = restricted). I made it very clear to the representatives of the company and all the shareholders present when we met Friday morning that such a document was unacceptable. I think I got my point across. PatP thanks for your help in getting to the bottom of this. I appreciate your work and your PM messages to me concerning my questions about your copy of it. The floor is now open for questions (grin). Except, of course, for those who have not turned in their homework. PCM GO PABN!!! p.s. Pat, how did you get off so cheaply? Mine cost me $29.68, grin