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Non-Tech : UAI - Unistar - BB reverse merger that moved to AMEX -- Ignore unavailable to you. Want to Upgrade?

To: lindend who wrote (92)	8/15/1999 1:14:00 PM
From: RockyBalboa	Respond to of 133

THD is pretty tight and has come down from $18-$19 recently, the old symbol was PGRX. Interesting readings in THDs S-1: edgar-online.com In December 1988, Mr. Weisdorn entered into an Agreement and Undertaking with the British Columbia Securities Commission relating to various matters concerning Mr. Weisdorn's management of two mining companies. Mr. Weisdorn and one other member of management obtained salary advances and other benefits from these companies without obtaining the prior approval of the disinterested directors or of the Vancouver Stock Exchange. In obtaining the advances and benefits, Mr. Weisdorn acted on advice of legal counsel which stated that such advances and benefits were permitted but failed to add that the above-mentioned approvals were required. The advances were made in the aftermath of the market crash of October 1987, as a result of which Mr. Weisdorn incurred substantial debts from losses in his margin accounts with four broker-dealers. The Agreement prohibited Mr. Weisdorn from selling securities under certain exemptions provided by British Columbia law or from being a director of a Vancouver Stock Exchange company for a period of four years and required him to pay C$7,500 to the British Columbia Minister of Finance. Mr. Weisdorn also acknowledged a pledge of certain securities as security for repayment of the loans and the payment to the Finance Minister described above. Mr. Weisdorn has fully complied with the Agreement and he has advised us that he has fully repaid the companies in question and his margin debts. ROBERT J. GRANT has been our Treasurer and Secretary and a director since August 1996. During this period of time until May 1999, Mr. Grant has also served as our acting Chief Financial Officer. From April 1996 to August 1996, Mr. Grant served as Office Manager of Samuel Hamann Graphix, Inc. From March 1995 to April 1996, he was a salesperson for two car dealerships. From January 1994 to March 1995, Mr. Grant was a principal of Grant & Associates, an industrial real estate company. From January 1993 to January 1994, he worked in corporate sales at Investors Title, a title insurance company. Mr. Grant declared personal bankruptcy under Chapter 7 of the federal Bankruptcy Code in 1995. DONALD R. WESTLAND has been our Vice President of Technical Operations since August 1997. Mr. Westland served as a consultant to us from August 1996 to August 1997. During the seven years before joining us, Mr. Westland was a Senior Project Engineer for Rubbermaid Inc. Mr. Westland declared personal bankruptcy under Chapter 7 of the federal Bankruptcy Code in 1997. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS We sublease approximately 425 square feet of office space from Donald Westland, one of our executive officers. The rent on this sublease is $700 per month. We believe this is a competitive lease rate for similar real estate in the area where the office is located. Mr. Westland also maintains a Web site at which he includes a link to our Web sites. We pay him a fee of $800 per month for that link. The studio which we have occupied since our acquisition of DBLA is owned by a limited liability company of which Brian Smith is the principal member. We pay this limited liability company approximately $3,600 per month for this occupancy. We believe this is a competitive rate for similar real estate in the area where the studio is located. Our company was founded by Lawrence Weisdorn, Jr. in August 1996. At the time of our inception, Mr. Weisdorn was the principal shareholder of Samuel Hamann Graphix, Inc., a development stage company that had been in existence for about one year at that time. We acquired property, equipment and other prepaid assets from Samuel Hamann Graphix. In return for these assets, we assumed some payroll and other liabilities of Samuel Hamann Graphix and liabilities of Mr. Weisdorn in the amount of $18,500. The purchase price was allocated to the tangible assets at their original cost. The balance of $5,306 was attributed to goodwill. ALso, see: ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES I do not allege any wrongdoings in that new company, but, however, it raises serious concers about a positive outcome because of the -histories of 3 or the officials involved -the way the company has been created -together with its short or little operating history and continued losses -the continued issuance of common stock in lieu for cash to compensate for services -the fact that the company is listed on the AMEX when originally it was planned to trade it on the NASDAQ. We have applied for listing of our common stock and warrants on the Nasdaq National Market. If listing is approved, our common stock will trade under the symbol "DDDS" and our warrants will trade under the symbol "DDDSW." Also from the S-1 Amendment. Together with the fact mentioned before that the AMEX has plans to list a couple of companies and the extraordinary risks which arose with that newly trading stocks, IMO that may give rist to adverse selection problems on the quality of the average newcomer.