To: MicroKing who wrote (96 ) 8/31/2000 10:41:30 PM From: bruceski Respond to of 124 Here is my opinion since you asked. MBHC and IMTL worked together to obtain GFP shares and Oxford arranged the financing in (I think 1998). oxfordint.com Maloney and Crew did a hostile takeover of MBHC in Early 1999. Ray was an insider at IMTL(http://biz.yahoo.com/t/i/imtl.html) and he and IMTL went after Oxford to try to "steal" the GFP shares from MBHC knowing Oxford had them collateralized. OLNEY, Md.--(BUSINESS WIRE)--Aug. 11, 1999-- International Mercantile Corporation (OTCBB: IMTL) announced today that the company has terminated its Stock Purchase Agreement with Oxford International, Inc. dated March 30, 1999. The Stock Purchase Agreement provided for IMTL to purchase Oxford for $29,481,000 payable in IMTL Class A common stock. The Stock Purchase Agreement provided for the cancellation of the $3.0 million Promissory Note dated December 2, 1998, between the parties. This Promissory Note arose out of Oxford's September 1998 agreement to invest $5 million of public securities into IMTL for preferred stock. The $5 million investment was later reduced to $3.0 million, and these securities were lent back to Oxford evidenced by the Promissory Note, which was due and payable by Oxford on or before December 15, 1999. The promissory note was secured by three million restricted common voting shares of assets listed on Oxford's audited financial statements, and was guaranteed by Oxford International, Inc. They would then be able to steal the only real asset MBHC had at the time and MBHC would be out of business. Maloney and company in the mean time worked diligently to reduce debt, settle lawsuits, etc. They also had a vast business plan in place including boomers, strong fund, clarke-bardes which they took to Oxford. Oxford liked that plan and the deal with IMTL "fell through". This occurred in August of last year as per the article. MBHC had a shareholders meeting in Sept. and announced the same deals mentioned above. MBHC and Oxford agree to join forces in December but Oxford wants the remaining lawsuits settled first. (Agreement signed in filing). They delay the closing until the suits are settled and close in June. NICM files their Form 10 with the SEC detailing everything Ray had done as disclosure but also as payback. Ray sells unregistered shares of IMTL for cashbiz.yahoo.com . Shortly after the SEC is after Ray for selling unregistered shares of stock. And that my friend is my conspiracy theory on the way the NICM world was spun. It is all based solely on my opinion based on timeframes, available info. etc. Maybe I just spend too much damn time digging for info on this thing. LMAO