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

To: Zeddie88 who wrote (31746)	6/26/1999 3:16:00 AM
From: cicak	Respond to of 44908

Hi Sue - this is what I still find puzzling: ======================================================= (1) From Bernard Deutsch: Message 10162117 "My interests are not those of the people on the thread. The people on the thread wish to see the stock up or down. Sometimes more want it up, sometimes more want it down. MY ONLY CONCERN IS THAT TSIG SUCCEED, BECAUSE IF TSIG DOESN'T SUCCEED MY FAMILY AND FRIENDS LOOSE THEIR INVESTMENT. At these levels You can't make big money and when I recommend to my friends that they buy a stock I look @ the long term potential not the day to day trading. PLEASE DO NOT BUY TSIG FOR A TRADE BECAUSE OF ANYTHING THAT I SAY. DO NOT INVEST IN TSIG BECAUSE I LIKE IT OR BECAUSE YOU THINK I KNOW SOMETHING. BUY TSIG BECAUSE YOU THINK IT IS A GOOD RISK FOR THE POTENTIAL REWARD. IMO IT IS BUT THAT SHOULD ONLY MOTIVATE ME!!!!! Suzanne this is not an attack against you or directed specifically @ you, you were just the person who posted that someone warned you about me so I responded to you. Bernie" ======================================================= (2) It appears that J.R. LeShufy was the President of Basic Investments, the PP investor with the most at stake in TSIG: TELESERVICES INTERNATIONAL GROUP INC Form: SB-2 Filing Date: 5/7/99 "SHARES MAXIMUM BENEFICIALLY SHARES SHARES OWNED AFTER BENEFICIALLY OFFERED IN OFFERING NAME OF SELLING OWNED PRIOR OFFERING ------------- SECURITYHOLDER TO OFFERING (1) NUMBER(2) NUMBER PERCENT -------------- --------------- --------- ------ ------- Amro International, S.A. (3) .... 11,224,250 11,224,250 -- Endeavor Capital Fund, S.A. ( 4) 6,050,000 6,050,000 0 -- Basic Investments Ltd. (5) ...... 25,822,640 25,822,640 0 -- Joseph Abergel (6) .............. 1,500,000 1,500,000 0 -- Rebecca F. Walter (7) ........... 2,500,000 2,500,000 0 -- Grady & Hatch and Co., Inc. (8) . 250,000(9) 250,000 0 -- Cliffwood Management (10) ....... 1,000,000 1,000,000 0 -- Michael Johnson (11) ............ 1,000,000 1,000,000 0 -- Frank V. Pelligrini (12) ........ 1,000,000 1,000,000 0 --" "(5) The address of the principal business office of Basic Investments, Ltd. is Attn: J.R. Leshufy, 215 East 68th St., Suite 32H, New York, New York 10021." ====================================================================== (3) PR announcing J.R. Leshufy to Board of Directors of TSIG.com: fast.quote.com "Investor J. R. LeShufy to Replace John Hwang as Director of TSIG.com BusinessWire, Tuesday, June 01, 1999 at 14:10 ST. PETERSBURG, Fla.--(BUSINESS WIRE)--June 1, 1999--TeleServices International Group Inc. (OTC BB:TSIG), known as TSIG.com, today announced that John Hwang has resigned as an employee and director of the Company and that J. R. LeShufy has replaced Mr. Hwang as a director. This change reflects a move by the company to focus on its My MusicCard program and its Web-based call center. J. R. LeShufy was formerly president of Basic Investments Ltd., a major investor in TSIG.com. He is a director of Inkine Pharmaceuticals (NASDAQ:INKP), a biopharmaceutical company. Mr. LeShufy is a private investor and entrepreneur with a background in developing companies. He was the President and founder of Consolidated Fine Arts Ltd., an innovative marketing company for the visual arts, primarily in graphics and art books. "We are delighted to have J. R. LeShufy join TSIG.com as a director," commented Robert Gordon, chairman. "Mr. LeShufy has extensive experience in building companies. He believes, as do I, that we can build a large and profitable company with the contracts we have in hand at TSIG.com." ======================================================= (4) Why doesn't TSIG approach ALL of the PP holders (not just Bernie) and determine if they would be willing to accept or at least negotiate Martin E. Frankel offer of a floor for the PP: - Message 10104648 ===================================================================== It appears that we have very "friendly" PP holders on the shareholders side. However, the stock price continues to fall dramatically. Personally, I would like to hear directly from J.R. Leshufy and Bernard Deutsch what their thoughts are for the decline in the share price. Also, I would like to know if Basic Investments, Ltd. ever shorted TSIG under the terms of the PP. I didn't ask Bernie this question because he previously stated the following: Message 10047290 Regards, Phil

To: Zeddie88 who wrote (31746)	6/27/1999 7:34:00 PM
From: cicak	Read Replies (1) \| Respond to of 44908

Hi Sue - that was an excellent suggestion that sandbag provided (i.e. "buyback") and one that has been mentioned in a a legal chat forum as a way to fight back against shorting that may be occurring under a convertible debenture. It would seem to me that TSIG has some good defenses that it may pursue to stop the bleeding in the share price. To do nothing is not an acceptable option IMO. A good start would be for Rob Gordon to act on Rich's offer in the near future. Sue, what do you think about the following ? Your opinion is valued. Thanks. :~) ==================================================================== washlaw.edu ----Original Message----- From: Nelson E. Timken, Esq. [SMTP:netimken@erols.com] Sent: Friday, February 19, 1999 5:31 PM To: Multiple recipients of list Subject: Re: Short Selling "The only thing I can think of to discourage this might be for the company to start a buyback program to reduce the float and up the price, thereby forcing the shorting party to cover." ===================================================================== Along the same lines regarding floorless conversions/shorting/ increased dilution - I hope TSIG undertakes a careful review to determine whether they feel the stock price has been MANIPULATED. My interpretation to date is (1) - Even with short selling specifically authorized under the terms of the private placement that TSIG entered into - short selling used in a MANIPULATIVE manner is prohibited by SEC regulations. (2) Also, take a careful look at Section 16b of Securities Exchange Act of 1934 regarding short-swing profits and see if you think this applies to the current situation. It is interesting to note that we now have J.R. LeShufy on the Board of Directors of TSIG and he was the president of the largest private placement holder - Basic Investments Ltd. fast.quote.com ==================================================================== test01.ljextra.com Junk Equity Deals Can Harm Stock While a 'floorless convertible' offering can help a struggling company, the floating conversion feature is potentially ruinous. BY ROBERT C. FRIESE AND JAHAN P. RAISSI SPECIAL TO THE NATIONAL LAW JOURNAL "One theory included in some cases brought recently asserts liability for short-swing profits under § 16(b) of the Securities Exchange Act of 1934.10 A sometimes-overlooked consequence of the floating conversion feature is that, if the price of the common stock falls far enough and the number of shares received in a conversion balloons, the holder may unexpectedly become subject to the short-swing profit provisions of § 16 and the reporting requirements of § 13.11" "The shorting of shares is not illegal, but when done with manipulative intent or by brokerage firms or individuals without the ability to deliver the underlying common shares, shorting can become illegal and manipulative.4 The theoretical limit on such manipulation should be the "borrowability" of the issuer's shares, which is often nonexistent in thinly traded stocks, even from brokerage firms with large "short boxes."" "Yet the fact that there may be no shares available to borrow does not seem to have limited the sort of shorting activity that has driven down the shares of many companies relying on this financing vehicle. This raises obvious questions of manipulation and enforcement of what are primarily self-regulatory organization (SRO) rules limiting most naked short-selling." "Similarly, both the Division of Corporation Finance and the Division of Enforcement of the Securities and Exchange Commission have been watching the developments surrounding floorless convertibles. The Division of Enforcement is investigating a number of floorless convertible offerings and the subsequent conversions and activity in the underlying common stock, some of which involve potential manipulative activity by entities and individuals abroad." "On the one hand, the holders of the securities have a fairly straightforward contract claim for conversion and registration of the common shares. On the other hand, an issuer that can demonstrate manipulative activity or other illegal activity on the part of the holders of these securities should fare well in halting or limiting a conversion or registration." ===================================================================== nasdaq-amexnews.com "If used to manipulate the price of the stock, short selling by the holders of the Future Priced Security is prohibited by the antifraud provisions of the securities laws and by NASD Rules and may be prohibited by the terms of the placement." ===================================================================== Securities Exchange Act of 1934 Section 9 -- Prohibition Against Manipulation of Security Prices law.uc.edu ===================================================================== Securities Exchange Act of 1934 Section 10 -- Regulation of the Use of Manipulative and Deceptive Devices law.uc.edu ===================================================================== Securities Exchange Act of 1934 Section 16 -- Directors, Officers, and Principal Stockholders law.uc.edu "b.For the purpose of preventing the unfair use of information which may have been obtained by such beneficial owner, director, or officer by reason of his relationship to the issuer, any profit realized by him from any purchase and sale, or any sale and purchase, of any equity security of such issuer (other than an exempted security)within any period of less than six months, unless such security was acquired in good faith in connection with a debt previously contracted, shall inure to and be recoverable by the issuer, irrespective of any intention on the part of such beneficial owner, director, or officer in entering into such transaction of holding the security purchased or of not repurchasing the security sold for a period exceeding six months. Suit to recover such profit may be instituted at law or in equity in any court of competent jurisdiction by the issuer, or by the owner of any security of the issuer in the name and in behalf of the issuer if the issuer shall fail or refuse to bring such suit within sixty days after request or shall fail diligently to prosecute the same thereafter; but no such suit shall be brought more than two years after the date such profit was realized. This subsection shall not be construed to cover any transaction where such beneficial owner was not such both at the time of the purchase and sale, or the sale and purchase, of the security involved, or any transaction or transactions which the Commission by rules and regulations may exempt as not comprehended within the purpose of this subsection." ===================================================================== Securities Exchange Act of 1934 Section 18 -- Liability for Misleading Statements law.uc.edu ===================================================================== Regards, Phil