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Microcap & Penny Stocks : PanAmerican BanCorp (PABN) -- Ignore unavailable to you. Want to Upgrade?

To: wonk who wrote (39646)	7/14/1999 10:09:00 PM
From: PCModem	Read Replies (1) \| Respond to of 43774

I worked on a reply but the gremlins got it. By the way you forgot to mention this regarding the "link" upon which your, er, legal opinion is based: sec.gov "The Securities and Exchange Commission disclaims responsibility for any private publication or statement of any of its employees. This outline was prepared by members of the staff of the Division of Corporation Finance, and does not necessarily reflect the views of the Commission, the Commissioners, or other members of the staff." Suffice to say you just might be right. Although the SEC is disclaiming what you base your opinion on. I'm not a securities attorney. I don't think you are one either. Your point was finally getting across when you contrasted the fact of the filing against the language in it. I've had quite a bit of experience with PPM's and that's what I was basing my comments on. But then you brought out the wrecking ball and unfortunately ruined the whole thing with this zinger: "Now, if it is you and you alone who is promoting this drivel, then you are in violation of quite a number of SEC Rules including the Commission primary enforcement subsection 10b-5: Shall I quote it again? b.To make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, or.... law.uc.edu Admittedly, you did try to give yourself an out this time. According to the company... Though I was always taught that ignorance of the law is no excuse, in my experience judges and regulators are lenient and reasonable for those who truly don't know. They save their wrath for transgressors who are recklessly negligent in regards to their affirmative responsibility to inform themselves of salient facts, especially when they purport to be an expert, and by their negligence cause harm to others." My arguments for my position stand on their own merits. Yours, obviously cannot. The above is why I am convinced you do not know what you are talking about. As far as I am concerned you have forfeited your privileges to participate in the discussion here. That was the last straw. Have a nice life. PCM GO PABN!!! p.s. "..in my experience judges and regulators are lenient and reasonable for those who truly don't know." So, that expalins it: "in your experience" indeed.

To: wonk who wrote (39646)	8/2/1999 8:47:00 PM
From: PCModem	Read Replies (1) \| Respond to of 43774

Hi ww, sorry to "bother" you, but what you said to me is being misrepresented. To review (briefly): I based my assertion that the shares offered in the PPM were restricted because of the language in the PPM. You asserted that the filing of a Form D makes them free trading regardless of the language in the PPM. As you said: "Whether it was deliberate misdirection on the company's part to include the boilerplate language, or just plain incompetence in filing the paperwork, makes no difference. The filing trumps the boilerplate." #reply-10497769 [emphasis added] I am not qualified to make that determination. I've seen no proof that what you state is indeed the case, but I have to agree that after thinking about it for a couple of weeks it makes a kind of sense. Except that the agreement under which the shares were purchased is the PPM. It seems to me that contract law would apply, since the PPM is a contract between the buyer and seller in which the shares are purchased under the terms and conditions of the contract. Otherwise the "contract" would be null and void since its terms and conditions would be contrary to fact if the Form D "trumps" the PPM. I'd think that if there was a law suit filed to determine the status of the shares the agreement under which they were purchased would "trump" any filings about them that were not agreed to by the parties to the purchase agreement (the PPM). But that's just my opinion, and I'm not really qualified to decide. In any case, you agreed the boilerplate says they are restricted. I know that my layman's "common sense" understanding could be wrong. All that is lacking is proof one way or the other. I'm sure you can understand that I find it hard to accept that telling the SEC that a document is a 504 when in fact it is a private placement would in fact make it a 504. Even though I understand that such could be the case. Colleen says "It's clearly stated in the PPM that the shares are not restricted* but you had to argue with wireless wonk about this very issue.*" #reply-10786444 [emphasis added] Yet it appears in the above quote that you do agree with me about the "boilerplate" in the PPM, that it indeed does say the shares are restricted, in contradiction to both the Form D filing and what colleen claims. Really am sorry to involve you in this. But I thought you'd like to know that what you said to me is being misrepresented. have a nice day PCM GO PABN!!!