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Microcap & Penny Stocks : TGL WHAAAAAAAT! Alerts, thoughts, discussion. -- Ignore unavailable to you. Want to Upgrade?

To: Tom Allinder who wrote (37080)	3/16/2000 12:35:00 AM
From: Jim Bishop	Read Replies (1) \| Respond to of 150070

CHRM a new high hit today, and on low volume. The charts tonight look terrific, and I think we have a bunch of solid holders, not willing to flip this one for any less than what we think it's worth. And IMO, we're not even close to true value yet. chart.bigcharts.com

To: Tom Allinder who wrote (37080)	3/16/2000 12:40:00 AM
From: Jim Bishop	Read Replies (2) \| Respond to of 150070

WTHL more from the last filing: ------------------------------------------------ INCOME TAXES: ------------- The Company reduced taxable income for the year ended September 30, 1999, by applying federal net operating losses to pre-tax income, reducing taxable income by $71,249,531. These losses were carried forward from prior years. The Company has a remaining federal net operating loss carry forward of $71,650,735, of which $71,249,531 expires in 2014, and $401,204 expires in 2017. (17) SIGNIFICANT SUBSEQUENT EVENTS: ------------------------------ The Alternative Lending Group Acquisition ----------------------------------------- The Company recently entered into an agreement to purchase 100% of the common stock of Alternative Lending Group ("ALG") and all its related assets. Alternative Lending Group, Inc., is an Illinois corporation that is engaged in the mortgage banking and brokerage business. The Company acquired 100% of the shares of common stock of Alternative Lending Group, Inc. in exchange for $950,000 of working capital for Alternative Lending Group, Inc., and 8,000,000 shares of common stock equivalent to 4% of 200,000,000 shares. In the event that prior to one year to the date of closing, the amount of authorized common shares of the Company exceed the 200,000,000 authorized shares, a proportional adjustment shall be made to compensate the seller for the difference. The transaction was closed on January 22, 2000. The acquisition of ALG will be accounted for as a stock purchase under Accounting Principles Board Opinion No. 16. 13 The C & M Oil Company, Inc. Acquisition --------------------------------------- On June 12, 1999, the Company signed a letter of intent to acquire C & M Oil Company, Inc., ("CMO") a Florida corporation. CMO is a bulk lubricant and service station fuel and mobile on-site fueling business. On February 17, 2000, the Company and CMO executed a stock purchase agreement for 100% of the shares of CMO. The Company deposited $138,750 with its escrow agent pursuant to the terms of the stock purchase agreement. The closing is to take place within 60 days subject to CITGO's approval. Sale of MBM ----------- The Company is currently negotiating an agreement to sell its ownership interest in MBM. The proceeds from the sale will be utilized to meet the cash flow necessary to finance the acquisition of CMO. The following conditions were considered in moving forward with the decision to sell MBM. o 129 Ontario's failure to comply with its responsibilities as delineated by an agreement between the Company and 129 Ontario. o The sale of MBM will provide sufficient cash to acquire CMO, a business with approximately 3 times the sales of MBM and located within the Company's geographical area. Proceeds from the sale of MBM will leave a significant surplus of equity after the acquisition commitments of CMO are funded. o The uncertainty about the immediate collection of loans receivable discussed in Notes 8 and 14. o The Company's immediate need to receive cash to close its acquisition of CMO without any further dilution of common shareholders at the current stock prices. Whereas alternative financing commitments for the CMO acquisition are in place, the dilution results are not in the shareholders best interest. o After one year of experience with the overview of MBM, management of the Company concluded that the operations of MBM are not sufficiently compatible and synergetic with HBI, ALG and CMO. o The offers received for the sale of MBM far outweigh any benefits to be derived from its retention. * * * * * 14 Audited financial statements for the companies acquired or to be acquired along with pro forma consolidated financial statements for the Company and the acquired subsidiaries will be presented as soon as the information is available from ALG and CMO, approximately within 45 days of this report. Information relative to the disposal of MBM will be presented in an 8K immediately after documents for the sale are signed.