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Microcap & Penny Stocks : OSCR - New Internet Play -- Ignore unavailable to you. Want to Upgrade?

To: interesting man who wrote (79)	10/28/1999 4:38:00 PM
From: Francois Goelo	Respond to of 131

S.W, OSCR GREAT NEWS: OSCM-One Stop.Com Sells e-Commerce Unit to AMCI International For Cash and Stock... PLAINVIEW, N.Y., Oct. 28 /PRNewswire/ -- OSCM-One Stop.Com Inc. (OTC Bulletin Board: OSCR) a communications company specializing in e-commerce, IP telephony and CTI applications today announced the sale of its e-commerce unit to AMCI International, Inc. (OTC Bulletin Board: AMMN), a fully reporting 12g company. AMCI International will formally change its name to shopss.com, Inc. The OSCM unit sold consists of shopss.com, a virtual shopping mall that enables committed shoppers to purchase a variety of consumer goods, electronics and books via the Internet, and CCM Computer Accessories, Inc., which assembles computers and owns and operates customer fulfillment centers that function as warehouses and shipping facilities for products ordered on the virtual mall. "With the tremendous growth in both our e-commerce and telecommunications divisions, it became apparent that members of investment community were interested in separately financing the growth of each respective divisions," said Rami Adler, CEO of OSCM One-Stop.Com. "Therefore, to accommodate this fiscal reality, the divestment of shopss.com and CCM Computer Accessories to AMCI was the logical next step." Pursuant to the Assets Purchase Agreement, in exchange for the OSCM assets, AMCI will issue 2,207,898 shares or an amount equal to approximately sixty percent (60%) of its post closing outstanding common stock and pay cash of $5 Million, of which $1 Million has been paid, $1 Million will be paid by December 31, 1999 and $3 Million by January 2, 2000. The cash payments are to be made from the proceeds of a $25 Million equity investment in AMCI International for which AMCI has received a firm commitment. The outstanding post-agreement shares of common stock will be a forward split on the basis of 5.435034 for one, resulting in 20,000,000 post-split and post-agreement outstanding shares of AMCI's common stock. The $25 Million funding to AMCI, will be made in exchange for 2,000,000 post split shares of AMCI International, Inc. The statements in this release regarding products and revenues are forward-looking and subject to risk and uncertainty, and future results could differ materially from past performance. The Company is currently in the process of completing a 10-SB to be filed with the SEC. It is the Company's intent to file those documents for the Company to become a fully reporting company under the Securities Exchange Act of 1934. SOURCE OSCM-One Stop.Com -0- 10/28/1999 /CONTACT: James H. Post of Edelman PR Worldwide, 212-704-4473, or jim_post@edelman.com, for OSCM-One Stop.Com/ /Web site: shopss.com oscm.net (OSCR AMMN)

To: interesting man who wrote (79)	10/28/1999 7:42:00 PM
From: Francois Goelo	Read Replies (1) \| Respond to of 131

### OSCR/AMMN DEAL: Explanation and Benefits ###... 1) Outstanding shares of AMMN: 20 Millions post-split with 60% or 12 Millions going to OSCR... In addition, a further 2 Millions Private Placement shares are issued at $12.50 each (value $25 Millions) for a total of 22 Millions.... Float indication is 2 Millions shares, which should provide some lively trading... 2) This transaction puts a value of $150 Millions on OSCR stakes, which becomes an ASSET for the purpose of filing for NASDAQ and based on 16.8 Millions outstanding, represents a value of about $9.00/share, excluding the other Telecom Assets... 3) The two businesses being very different required specialized Management with specific skills and had different financing requirements... It seems reasonable to assume that each Business will grow faster on its own and will benefit from the additional financing provided: $5 Millions for OSCR and $20 Millions for Shopss.com... 4) CONCLUSION: Since the Telecom Assets produced 14 Millions in Q3 earnings, while those Assets just merged yielded $6 Millions, if the whole Company was valued on the basis of this deal, OSCR shares would be worth approximately: 20 Millions divided by 6 Millions, times $9.00 equals $30.00/share.... Yet, the stock still trades under $4.00!! All in all this appears to be quite a Good Deal for all concerned, as we can expect a surge in OSCR share price... In addition, IF the Dividend is 1 for 5, as previously suggested, one will receive 1000 AMMN for every 5000 OSCR which are expected to start trading around the $8.00 to $10.00 mark and logically rise to and probably surpass the $12.50 level... Regards, F. Goelo + + +