SI
SI
discoversearch

We've detected that you're using an ad content blocking browser plug-in or feature. Ads provide a critical source of revenue to the continued operation of Silicon Investor.  We ask that you disable ad blocking while on Silicon Investor in the best interests of our community.  If you are not using an ad blocker but are still receiving this message, make sure your browser's tracking protection is set to the 'standard' level.
Microcap & Penny Stocks : Rocky Mountain Int'l (OTC:RMIL former OTC:OVIS) -- Ignore unavailable to you. Want to Upgrade?


To: Garfield who wrote (38590)1/27/1998 3:44:00 PM
From: Just My Opinion  Read Replies (2) | Respond to of 55532
 
Garfield: If they funding comes through, and he is willing to sell me them for @50 cents a share, I might seriously consider it. Everything would have to be signed, sealed, and delivered before the re-open of course. al



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.