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

To: Zeev Hed who wrote (34300)	9/1/1999 2:39:00 PM
From: Tom	Respond to of 44908

Zeev: (no "not" omitted) LOVE those triple negatives... You need to start following your own advice, Zeev. Read the following statement, made earlier today: "It would be best to delay comments until the details of each "tranche" are revealed." But, no, you couldn't wait, could you? Honestly, I am looking forward to your analysis of the "actual" details. Thanks again. Tom

To: Zeev Hed who wrote (34300)	9/1/1999 3:01:00 PM
From: zonkie	Read Replies (1) \| Respond to of 44908

Zeev does this make any sense to you? If it does could you give an example of a conversion. ____________________ (iii) In case the Corporation shall distribute to all holders of its Common Stock any one or more of the following: (a) evidence of its indebtedness, (b) assets (excluding cash distributions, distributions made out of current or retained earnings and distributions of the stock of any subsidiary), or (c) rights or warrants to subscribe for or purchase securities issued by, or property of, the Corporation (excluding those referred to in subparagraph 5(C)(ii) above), then in each such case the conversion rate shall be adjusted as provided below so that thereafter, until further adjusted, the number of shares of Common Stock into which each share of Series A Convertible Preferred Stock shall be convertible shall be determined by multiplying the number of shares of Common Stock into which such share of Series A Convertible Preferred Stock was theretofore convertible by a fraction, the numerator of which shall be the current market price per share of Common Stock on the date of such distribution, and the denominator of which shall be such current market price per share of the Common Stock, less the then fair market value (as determined by the Board of the Corporation, whose determination shall be conclusive) of the portion of the assets or evidence of indebtedness so distributed or of such rights or warrants applicable to one share of the Common Stock. Such adjustment shall be made whenever any such distribution is made, but shall also be effective retroactively as to shares of Series A Convertible Preferred Stock converted between the record date for the determination of stockholders entitled to receive such distribution and the date such distribution is made. (iv) For the purpose of any computation under subparagraphs 5(C)(ii) and (iii) above, the current market price per share of Common Stock at any date shall be (a) if the Common Stock is listed on any national securities exchange, the average of the daily closing prices for the 15 consecutive business days commencing 20 business days before the day in question (the "Trading Period"); (b) if the Common Stock is not listed on any national securities exchange but is quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or the Electronic Bulletin Board, the average of the high and low bids as reported thereon for the Trading Period; and (c) if the Common Stock is neither listed on any national securities exchange nor quoted on NASDAQ or the Electronic Bulletin Board, the price shall be determined in any reasonable manner approved by the Board of Directors of the Company. (v) No adjustment in the conversion rate shall be required unless such adjustment would require an increase or decrease of at least 5% in such rate; provided, however, that any adjustments which by reason of this subparagraph 5(C)(v) are not required to be made shall be carried forward and taken into account in any subsequent adjustment.

To: Zeev Hed who wrote (34300)	9/1/1999 7:59:00 PM
From: Suzanne Newsome	Read Replies (1) \| Respond to of 44908

Zeev, I am a little confused here. This is the second post in which you refer to the new financing as "floorless." (The first post was #34293. Correction of that error noted). This following statement appears to be without basis, IMO. "I think that you should adjust profitability to the range of share counts closer to 250 MM (adding about 80 MM shares to the current count assuming that $4 MM will be at an average floorless around $.05, the price few days back when the negotiations were terminated, and then you'll have to see the exact number of warrants granted for each share." On what basis do you assume that all $4.0 million of the 2nd PP will be converted at 5 cents? Since you were translating earlier, I assume you understand what "tranche" means. We have a PR stating that the first tranche of $1.5 million has been completed. That tranche will be for restricted preferred stock convertible to common stock at a price above the market price. Other tranches to be completed later will also be converted at a price above the market price. The purpose of doing the financing in tranches, as I suspect you know, is to allow the terms of each tranche to reflect the market situation at the time the money is received. The company obviously expects the situation to be much improved over today's conditions. Since the outstanding shares was recently reported by Ditch to be 137 million, would you mind explaining why you think the outstanding will be 250 million, an addition of 113 million? What is your basis for assuming that all $4 million will be converted at 5 cents? When I consider the repetitive "errors" in your posts and these wild assumptions about conversion prices and outstanding shares, I have to ask the question, "Are you short TSIG?" Did the stock not fall to your target price? Regards, Suzanne