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Microcap & Penny Stocks : INCE - Intercell info??? -- Ignore unavailable to you. Want to Upgrade?

To: Bill Pearson who wrote (2613)	3/10/1998 2:33:00 PM
From: Bill Pearson	Read Replies (1) \| Respond to of 3358

I bit more reading shows that Nanopierce may not have "employees", but they may have non-INCE shareholders. If you go to Edgar-Online and review the last 15-17 SEC filings for SUNY/Mendell-Denver Corp. you'll find that there were two principle officers of SUNY before the merger, and a handful of notable shareholders. August 1996: When Mendell-Denver merged with Sunlight Systems, Sunlight (SUNY) was left standing. Patricia Johnston, (Zenith Petroleum) became the President (w/2,083,896 shares), and Cheri L. Perry (Paul Metzinger's wife, received 2,083,960 shares) became the Secretary. They remained in their respective positions up to the date of the last SEC filing (10-Q, 12/31/97). Interestingly, the address given for Mendell-Denver at the time of the merger was 370 Seventeenth Street, Suite 3290, Denver, CO 80202, which happens to be INCE's current Exec Office address. I'm assuming Mendell-Denver's legal address has what it was because Paul was their securities attorney at the time (but I do not know that for a fact). Kristi Kampmann, Paul's current assistant, signed the merger agreement as an attester, and was shown to be Assistant Secretary (to Cheri Perry?)? The questions I have are these: INCE owns 70% of Nanopierce as a result of the merger with SUNY. Who owns the other 30%? Is Paul planning on putting Nanopierce shares into the hands of INCE shareholder, as of the date of the SUNY/INCE merger? Prior to the INCE/SUNY merger the last SUNY 10-Q stated that there were 11,500,064 shares outstanding. When INCE and SUNY merged there was a 1:3 reverse split on SUNY stock, which resulted in 4,253,255 shares. If one multiplies that figure times 3 the result is not 11,500,064 shares. It's 12,759,765 shares. Somewhere in between Dec. 31st and Feb 27th.... another 1,259,765 shares were added to the shares outstanding at SUNY. Perhaps we'll have to wait until the next 10-Q comes out for SUNY (or INCE) to know how the numbers shake out, but it is interesting. The SUNY deal gives INCE 7,250,000 shares of common stock, and that equates to 70% ownership. The deal also includes 100 Preferred shares convertible to 7,250,000 common shares. I just have to believe there is some way for INCE to put a proportion of these shares (of the ownership in Nanopierce) directly into the hands of INCE shareholders. If Nanopierce signs an alliance in the next 60 days, as Paul said is possible (in the recent Shareholder update), and the market value of the stock rises accordingly...owning NPCT shares will clearly compensate for the major dilution of INCE commons stock as a result of the INCE Preferred Series B & C Shares that were sold over the past few years. One could argue that ownership in INCE stock becomes secondary, and ownership of NPCT becomes primary (from a relative value perspective). Who knows what will come of all this. 1. I'm very curious who owns the other 30% of Nanopierce; as a matter of fact I'd like to know exactly how many shares (issued and outstanding) of Nanopierce exist after the reverse split/merger -- and who owns each of those shares. 2. I'm also very curious if INCE shareholders will receive shares in Nanopierce. Perhaps these questions will be answered over time. If anyone poses the questions to INCE and learns the answers....please let us know. Bill The most recent 10-K for SUNY, Dec. 31, 1997, and the 8-K that announced the merger between SUNY and Mendell-Denver (August 13, 1996), are great resources for following the changes in ownership of the entities discussed above. I have downloaded and saved these files as *.rtf files if anyone needs copies forwarded via email. They are available directly through www.edgar-online.com (SEC).

To: Bill Pearson who wrote (2613)	3/10/1998 2:47:00 PM
From: Bill Pearson	Respond to of 3358

INCE's current slide could be directly related to the continued conversion of Series C preferred shares, which INCE was obligated to allow to continue again in early March. At today's share price, each Series C share, which was valued at $10,000 each, can be used to buy X number of shares at 15% below market value. Once converted, the shareholder has the right (of course) to sell all or a portion of the common shares they now own. One C share conversion can result in 164,285 shares if the market price is $0.07, and a $10,000 preferred share is given the purchasing power of $11,500. If someone then decides to sell all or a major part of their newly acquired common shares (after they've already rec'd their 15% gain on their initial investment).... it's going to put significant pressure on the stock. On Monday, a sell order for over 140,000 shares went through... I can only imagine that was a preferred shareholder dumping shares. I could be wrong, and it wouldn't be the first time. Like everyone else, I'm trying to figure this whole situation out too. I just pray that Paul puts Nanopierce shares in each of our hands and helps stop the bleeding of his common share holders. If he can make a market for NPCT afterwards then we'll be just fine. If he views INCE's 70% ownership of NPCT as sufficient reward to INCE's shareholders.... it's going to be a long hard climb out of the basement; a climb most of us will never complete. Bill