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Microcap & Penny Stocks : FRANKLIN TELECOM (FTEL) -- Ignore unavailable to you. Want to Upgrade?

To: Seth L. who wrote (21248)	11/14/1997 9:38:00 AM
From: topwright	Read Replies (3) \| Respond to of 41046

All, 5.00 x 5.09 on 10k Dah Dah Dah rb

To: Seth L. who wrote (21248)	11/14/1997 6:03:00 PM
From: Stephen B. Temple	Read Replies (4) \| Respond to of 41046

Seth: As I see the S-1 effective date, I feel the push for the IPO of FNet is not a big thing right now. Backing up a bit to understand that I think one needs to look at the overall situation. Is FTel in a position to get the desired Underwriters they want? Answer: No, not at this time is my opinion. Reason: The further along we take FTel into contracts, overall exposure, re-writing afew pages of the FNet business plan, (area's of new revenue's, etc) the better our chances of getting the best money behind us to get the end results Frank desires. Will FTel be listed before the IPO of FNet? I don't know and seriously it probably doesn't matter except for the exposure. It won't have a burdening affect if FTel is still a BB while FNet is listed, that I have observed from a few major accountants with this discussion, and the feeling is mutual. Its something of note here in discussing the S-1, and that is when the comments where made here that " the sec approved the S-1", that is not true. The SEC cannot be said to "approve" a new issue. It makes no judgement on the accuracy of the registration statement or on the quality of the issue itself, but simply reviews the completeness. The prospectus must include wording explaining this "nonapproval". Now that the resistration is effective, but not before, the new issue may be sold, subject to the following regulations: PRIMARY DISTRIBUTION: Anyone who purchases the new issue within 90 days of the effective date must receive the prospectus. SECONDARY DISTRIBUTION: When the issuer already has shares outstanding, (yes FNet does), anyone who purchases the new issue within 40 days of the effective date must receive te prospectus. In all cases, the prospectus must be delivered to the buyer before, or no later than, confirmation of the sale. ADVERTISING: Dealers cannot advertise the new issue for 90 days after the effective date, except for delivering the prospectus. But that tombstone adds are allowed. I know its kind of confusing when you say that sales can begin after the effective date, but then to say that Dealers cannot advertise the new issue for 90 days after the effective date, except by delivering the prospectus. Tombstone pizza anyone? gg headerTemp'