To: Garfield who wrote (38590 ) 1/27/1998 3:47:00 PM From: Pugs Respond to of 55532
GLOBAL/DVBC....Joe, this may be what you're looking for.... Pugs _______________________________ On December 6, 1995, the Company acquired 1,967,1433 shares, or 51%, or KSM Financial Holdings, Inc. ("KSM") for a purchase price of $250,000. KSM, a Nevada corporation, owns all of the capital stock of Global Financial Group, Inc. ("Global"). The management of KSM and Global continued without change after the acquisition by the Company. Global is a broker deal registered with the National Association of Securities Dealers, Inc. ("NASD"). Following the initial acquisition, the Company invested additional sums and negotiated with Kevin Miller, CEO of KSM and Global and the owner of the 49% remaining stake in KSM, to acquire his stake. With the Company's assistance, Global quickly grew from being an agency brokerage with offices in two US cities, to a fully licensed market maker and underwriter, with offices in ten US cities. The terms of the acquisition of the remaining stake were finalized in the early summer of 1996 and the acquisition was formally closed on September 6, 1996, making KSM a wholly owned subsidiary. The additional stake was acquired from Kevin Miller for 110,000 shares of Series B Convertible Preferred Shares of the Company. While the Company was pleased with Global's initial growth, management of the subsidiaries were reluctant to fully implement changes or improvements suggested by the Company, and consistently failed to provide complete financial information to the Company. The Company believed that the acquisition of the remaining 49% stake, thus making KSM and Global wholly owned subsidiaries of the Company, would make KSM and Global management fully answerable. This did not prove to be the case. Kevin Miller was either unwilling or unable to fully embrace and implement the suggested direction and changes favored by the Company. The Company favored revenue building strategies including hiring more brokers for each office. The Company also favored strategies to have Global enforce a basic dress code, minimal work hours, and minimal production levels. The company favored increased compliance and a policy of restricting brokers from activities that are not completely understood and approved in advance by Global's head of compliance. Replacing Kevin Miller was an option but it was also noted that he had substantial loyalty among the Global workforce - who were increasingly seeing the Company as an unwanted and meddlesome outsider. At the same time, the Company was having difficulties understanding the nature of Global's cash flow needs as well as troubles completing the Company's public reporting - largely because of less than perfect cooperation from the subsidiaries. On November 1, 1996, the Company agreed to rescind the acquisition of KSM and treat all moneys paid by the Company to or on behalf of KSM and Global as a loan, due and payable in 3 years with 10% interest paid annually. Kevin Miller signed the recission agreement and wrote in two changes, a 5 year term and 8% interest, which only he initialed. In the summer of 1997 during routine audit confirmations, Kevin Miller informed the Company's auditor that KSM and Global has no intention of ever repaying the Company. In part due to Mr. Miller's comments and in part for fundamental collectibility concerns, the auditor has caused the Company to write its investment into Global down to $250,000. Because of Mr. Miller's current position and his failure to surrender the Company's Series B Convertible Preferred Shares that he received, the Company is not certain of the legal effect of the recission or what the proper terms are. The Company intends to recover the maximum amount possible and is currently studying litigation should a friendly resolution not be forthcoming. Unless otherwise stated in this filing, all information herein reflects the recission of the KSM/Global transaction.