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To: Ga Bard who wrote (29)	2/20/1998 12:22:00 PM
From: MikeH	Respond to of 858

What about TVSI? Have you followed this one recently? They are involved in a reverse merger with a company named Planet Sports. They do have 120MM 0/S as far as I can tell. Here's yesterday's news. biz.yahoo.com

To: Ga Bard who wrote (29)	2/20/1998 4:27:00 PM
From: Charlie	Read Replies (2) \| Respond to of 858

More reading on reverse merger. This is very interesting. Thank you for starting this thread Gary. A common financing method that has both utility and value in certain cases is the reverse takeover of an existing public company. In this financing strategy, a privately-held company conducts a private placement of its common stock and then immediately combines with an existing public company in a transaction where the shareholders of the privately-held company exchange their private company shares for newly issued stock of the public company. The public company may be in a related business or may have little or no assets. Due to the large number of public company shares that are customarily issued to shareholders of the privately-held company, those shareholders end up with a controlling interest in the public company and are then free to appoint their own slate of officers and directors. Since the original shareholders of the private company obtain control, the term reverse takeover applies. By using an existing public company, a privately-held concern that wants to establish a public market for its stock can start with an existing shareholder base. In addition, there are usually several brokers who will have an interest in the newly reorganized company because they have stock on their books. There are several potential problems that arise in connection with a reverse takeover. First, there may be large blocks of stock in the hands of individuals who are eager to sell at any price, thereby making it difficult to support the market during the period immediately after the reorganization. Second, in addition to inheriting the shareholders and brokers associated with the public company, the shareholders of the private company will also inherit the business history of the public company. Accordingly, a thorough due diligence investigation of the public company and its principal shareholders is essential to ensure that there are no unreported liabilities or other legal problems. Finally, it may be necessary to performcatch-up audits and do corporate cleanup to make the combined companies ready for trading. In general, reverse takeovers are viewed with some skepticism by both the financial community and the regulatory authorities until the reorganized company has been active for a sufficient period of time to demonstrate credible operating performance. Until this performance is demonstrated, it can be very difficult to raise additional money for a company that went public through a reverse takeover transaction. Therefore, the reverse takeover strategy is most appropriate in cases where the immediate financial needs of the privately-held company can be met by the pre-combination private placement and the purpose for establishing a public trading market is not related to a perceived short-term need for additional capital. If a privately-held company believes that substantial additional capital will be required within the next 6 to 12 months, a reverse takeover transaction may not be the best alternative.