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Microcap & Penny Stocks : Tech Squared (TSQD)- Internet Commerce -- Ignore unavailable to you. Want to Upgrade?

To: Paul Tran who wrote (58)	4/11/1998 2:54:00 AM
From: Paul Tran	Read Replies (1) \| Respond to of 2752

In reading TSQD 10K at sec.yahoo.com, I noticed TSQD's CEO has his hands in many things: Cam Design, Inc, and Hanover Gold Company, Inc, and also this "Prior to January 1, 1997, the consolidated financial statements included the accounts of Tech Squared Inc. and its wholly owned subsidiaries (the Company), and Digital River, Inc. (Digital River), an on-line distributor of software products via the Internet, which the Company effectively controlled through its bargain purchase option. During 1997, Digital River converted all of its outstanding debentures and issued additional common stock pursuant to private placements which reduced the Company's effective control from 60% at December 31, 1996 to approximately 35% at December 31, 1997. As a result of the reduction in the Company's ownership percentage, the financial results of Digital River are no longer consolidated with those of the Company. Beginning January 1, 1997, the Company accounted for its investment in Digital River using the equity method of accounting.' and this: "In December 1995, the Company obtained a bargain purchase option to acquire 4,800,000 shares of Digital River common stock from the Company's majority stockholder and CEO, representing at the time a 60% ownership in Digital River. The option is not transferable and is exercisable at any time through December 31, 2000 for a total exercise price of $1. During 1997, Digital River issued 5,862,856 additional shares of common stock at $0.75 to $2.00 per share pursuant to various private placements. As a result of the private placement agreements, Digital River raised approximately $6.6 million during 1997. The issuance of additional shares pursuant to the private placement agreements reduced the Company's ownership percentage in Digital River to approximately 35% at December 31, 1997. In November 1997, Digital River commenced a private placement offering to raise additional funds through the sale of common stock. In March 1998, Digital River announced that it had raised approximately $10.1 million related to the private placement offering commenced in November 1997, of which $1.3 million was received prior to December 31, 1997, through issuance of approximately 5.4 million shares F-10 of its common stock, 772,000 shares of which were issued prior to December 31, 1997. The issuance of the common stock in relation to this private placement reduces the Company's ownership percentage to approximately 26% at March 6, 1998. The Company has recorded a gain totaling $2,234,215, which is recorded as a credit to accumulated deficit in the accompanying consolidated statements of stockholders' equity. No taxes have been provided on this gain because the Company has reduced its valuation allowance for the corresponding income tax on this transaction. ' MY QUESTION IS: Why the CEO touches too many things ? In the beginning, TSQD owned 60% of DR, now TSQD owned only 26%, does anyone worry that by the time DR made public,somehow TSQD has no longer control of DR ??? The CEO may sell out DR stocks to allow TSQD invest in other things, which may not be good. And TSQD stockholders thinking that they have DR stocks, instead the ownership keep getting shrinking. I have seen this with CAML, and CAML acted almost like a scam. I do not think TSQD is that CAML (Camelot Corporation) with hands in Internet Phone and Mr CDROM and now its stock is worthless, after the reverse split and now facing delisting. Please shed some lights. Thanks.