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

To: R.STOCKS who wrote (222)	4/30/1998 8:14:00 PM
From: Brian K Crawford	Respond to of 2752

Tried to link to today's filing: TSQD annual meeting notice and request for proxies, but couldn't get link working.... couple of excerpts: <<GRANT FROM MR. RONNING OF AN OPTION TO ACQUIRE A SUBSTANTIAL INTEREST INDIGITAL RIVER, INC. In December 1995, MacUSA was granted an option byMr. Ronning to acquire * 4,800,000 * (emphasis mine)shares of common stock (the "Digital RiverShares"), currently approximately a 23% equity interest, of Digital River, owned by Mr. Ronning. The option (the "Digital River Option") is exercisable at anytime through December 31, 2000 for total consideration of one dollar. The Digital River Shares are subject to the provisions of the Fujitsu Modification Agreement dated December 11, 1997 (the "Fujitsu Agreement") between Mr. Ronning,Fujitsu Limited, a company organized under the laws of Japan ("Fujitsu"),Digital River, and MacUSA (collectively, the "Parties"). Pursuant to the termsof the Modification Agreement, the Parties agreed to terminate previousagreements entered into in connection with an investment by Fujitsu in DigitalRiver. Under the terms of the Modification Agreement, MacUSA remains a party tothe agreement to the extent that Mr. Ronning may transfer all shares of DigitalRiver he owns, along with any and all rights related thereto pursuant to theagreement or otherwise to MacUSA or the Company. Digital River is engaged inthe business of electronic software distribution. Mr. Ronning is the Presidentand a director of Digital River.>> **** I just about fainted when I saw the 4,800,000 number, since I had just posted last night based on 600,000 as the option amount. It changes the numbers, but not for the worse, as you will see in the next post....I don't know where I got screwed up on that.... =================================================================== For those interested...a list of Insider Holdings in Tech Squared: NAME OF BENEFICIAL OWNER AMOUNT PERCENT OF CLASS ------------------------ --------- ----------------- Joel A. Ronning 6,050,022 54.1% Charles E. Reese, Jr. 375,000 3.3% Richard J. Runbeck 33,334 -- All Directors and 6,458,356 55.7% Executive Officers as a Group (3 persons) ==================================================================== See next post for updated valuation.... Brian

To: R.STOCKS who wrote (222)	4/30/1998 8:46:00 PM
From: Brian K Crawford	Read Replies (2) \| Respond to of 2752

Updated data on Digital River/TSQD based on annual meeting proxy filed by TSQD on 4/30/98 ================================================== First section is Digital River only (no TSQD)... Est. Quarterly Data Mar 98 ============== Sales $3,000,000 ** Shares out (est) 20,869,565 Sales/Share $.14375 Sales/Share4 $.575 (annualizing quarterly sales) Est value per Digital River Share @ X times annual Sales: X = 5 $2.875 X = 10 $5.75 X = 25 $14.375 Total Digital River Mkt Cap (000) at Price-to-sales = X = 5 $60,000 X = 10 $120,000 X = 25 $300,000 ============================================ Following section is TSQD.... TSQD Holdings Value @ 23%of Total X = 5 $13,800 X = 10 $27,600 X = 25 $69,000 (Joel Ronning owns 54% of TSQD, FWIW) ============================================= Value Per TSQD Share @ 10,981,513 shares outstanding: X = 5 $1.26 X = 10 $2.51 X = 25 $6.28 Notes: 1. * Backed into outstanding Digital River shares based on TSQD option of 4,800,000 shares representing 23% of Digital River outstanding stock. 2. Number of shares outstanding at TSQD rose from 10,374,870 in prior estimate to 10,981,513 here. 3. Digital River quarterly sales estimate of $3 million based on comment in Minneapolis Business Journal article indicating sales are running just under $1 million per month. ============================================== Brian