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To: wmwmw who wrote (4963)3/4/1998 5:41:00 PM
From: REM  Read Replies (1) | Respond to of 8835
 
CONCERNING MDCE

To: Nicko
From: REM
Wednesday, Mar 4 1998 5:39PM EST

Heather, Nicko, GaBard....all holders of MDCE

As some of you know I am a "most of the time lurker", but being a holder
of this stock and watching this thread the last few weeks has brought me
out of the closet.....especially your post Nicko...I find it irresponsible and
inflammatory, as well as full of wrong information.

I am a holder of this stock and bought more today. The misinformation
comes, I believe, from a lack of any information from the company. They
took over a mell of a hess and began to work through the problems
doing some interesting things along the way (acquisition + more to
come) They sincerely want to put out information that will be helpful and
accurate. COMING SOON THEY SAY...AND...WE'LL LIKE IT.

The fraud, if any took place under the old management (the Andres)and
they are now being sued by the new management.

First, lets set some things straight. 1) If you don't do ANY DD you will
lose your money. 2) If you do DD by the telephone you are subject to
hearing only one side, or 3) You could be given information which is
openly FALSE and MISLEADING or information that NEEDS
CONFIRMATION by future SEC filings and/or company press
releases....SO, what I am going to say to you now is: EVERYTHING I SAY
NOW WILL NEED CONFIRMATION. Nicko...Don't know your agenda, but
you could have done this also.

This morning and again I spoke by telephone to Mr. Torres, the CFO and
Mr. Ed Brody, the new investment banker. Some of what they told me I
already knew some is new information. I will first answer your questions
Nicko and then pass on some other "speculative" information.

1)Isn't the CFO a Registered StockBroker (Robert Torres)?

WAS BEFORE IN HIS CAREER but resigned that position when he
accepted this assignment with MDCE.

2)How could the company only have 9.8mm issued when the transfer
agent states that there is alot more issued than that?

THIS management of the company never did say that...Old management
did, tried to print more paper and is being sued because of it. There is
approximately 33 million shares issued, of which about 8.2 are tightly
held by insiders. 8.3 million are in the active float...there another 11
million 144 stock and about 1.9 million closely held by an unrelated to
the company party. About 3.3 million is held by the old management
(hence the lawsuit)(If this doesn't add up, don't blame me...I'm a
pharmacist <grin>

3)How could a company have audited financial using an appraised
value for the film library, isn't that going against GAAP? isnt that
illegal? and isn't that the same film libary that was appraised at about
$2mm a year ago???

Per Robert Torres....not true...evaluation is 16 million, as stated by ex
Price-Waterhouse team...Evaluation was done by GAAP standards.

4)Why can't any investor get in touch with the auditors for the
company?, do they exist??

As stated in the SEC filing...they are Grossman & Company in Valley
Stream, NY

5)As of last year based on information from S&P it was posted and this
information was given by MDCE, that MDCE had 18 million shares
issued and 6mm being free trading, there was no reverse split so how
can the numbers change?

Think this was partially answered in # 2 above, but I suspect that could
best be answered by the old management team.

6)Why isn't the form 10 filed with the SEC?

10k for 96 has been...not on Edgar cause they didn't do it correctly first
time (electronic)..now see it as a glitch because EVERYONE is sending to
EDGAR now (my thoughts) but they expect it to be up at any time. 97
10K under final review and out in 10 to 14 days (THEIR WORDS) Book
value before latest acquisition + $6.43 and will go up after 97 earnings
get announced. (THEIR WORDS) Earnings announcement for 97 within 3
weeks or a month and WILL BE VERY POSITIVE...middle 2 digits is
possible (THEIR WORDS) + THEY WILL BE FULLY IN COMPLIANCE AS A
REPORTING COMPANY!

7) How can the CFO of MDCE state that MindWare was a going concern
when in late 1996 and early 1997 it was just a DBA and just a idea
that needed funding??????

SORRY...I DIDN'T GET AROUND TO THIS ONE EXCEPT IN
PASSING...SEEMS AS THO THEIR RESPONSE WAS....NOT TRUE.

OTHER STATEMENTS FROM THEM OR MY GUT BETWEEN THE LINES

This WAS a shell (game) prior to the new management
The acquisition is a good one and will produce > $4,000,000 in the US
marketplace with 12 months. They are seriously looking at another
acquisition,complete with management, involving gravel pits which would
produce huge revenues through the year 2000. The movie deal in Turkey
is on stream as a percentage deal. Harold Robbins movies will all be
percentage deals with most of the money put up by Great Britain
investors with little exposure for the company.

Present management is somewhat ANGRY and doesn't understand why
people don't seek out information. They don't want to put out reports
until they have something to say! My impression is that they don't
particularly care about momentum players and believe that investors will
be handsomely rewarded and soon. MY GUESS is that ALL the MO
players have jumped out of this stock and it is at the bottom.

DISCLAIMER......I know nothing....I am not connected in any way with
this company....I just believe they are on the right track and that GaBards
original DD will be proven correct. I remain LONG and a buyer here.

Anyone who doesn't want their shares anymore, please email me and I'll
arrange to pick them up.



To: wmwmw who wrote (4963)3/4/1998 9:59:00 PM
From: Ga Bard  Respond to of 8835
 
well they ran and they fell. momentum traders

Gary