Rebuttal continuation: Part II
Link to Part I:
Message 5417792
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These are the HARD EVIDENCE he presented:
.
1) 5 million dollar loan agreement between Gordon and TSIG
2) Gordon sold 6,480,000 shares. Gordon registered to exercise an additional 7 million shares.
3) a FICA withholding owed to the IRS.
4) $2,250,000 paid to CCI -- statement by Mr. Gordon.
5) current litigations and loss of clients
6) delays of events and inaccurate statements of Mr. Gordon re: CCI website date, the private placement of the $7.5 million.
7) past SEC document of a "cease and decease order" against Gordon.
8) 10-Q Financial Statements showing negative cashflow and declining revenue.
=============
These are the ASSUMPTIONS he made:
a) the $5 million loan between Gordon and TSIG is fake, designed to sidesteer investors from recognizing the cashflow problem and make profits for Gordon through debt conversion.
Poisontaster, I have never stated that the TSIG loan is a fake. I have presented arguments that suggest that the loan could be suspect, possibly a smoke screen, masking the true extent of the cash crisis.
From my post #910:
Message 4680203
"Nigel, Thanks for your post.......You make mention that Mr. Gordon has put up $5 mill of his own money. I assume you are referring to the revolving credit note signed in April as referenced in the 10q. While the money could very well be there and available to tsig to help satify short term liquidity needs, it is by no means guaranteed to be there."
".......Nigel,when I examined the note in detail I became suspicious of the nature of the transaction.....While Mr Gordon could be the knight in shining that will rescue tsig from cash starvation, it is also possible that Mr Gordon does not of 5 mill left to his name and the note is nothing more then a ploy to provide security to investors who may have tanked the stock when the 10q was released with the absence of short term cash plan."
"even if my bearish suspicions are off target I am still concerned with the nature of the transaction "
Poisontaster, I will comment further on this issue, later in my rebuttal, when I address the the first, of what you call my two "cornerstone arguments").
b) Gordon sold the 6,480,000 shares into the open market in small oddlots so as to escape notice. He looks like he's going to sell the other 7 million.
Poisontaster, I have never said that Mr. Gordon has sold his shares on the open market.... I have presented arguments and a possible scenario that would suggest that this may be the case. (post #2650)
Message 5272073
I have also,never stated that Mr. Gordon sold his shares in 10,000 to 20,000 share increments. Although I have suggested that this is a possibility, and have presented reasonable arguments to support this theory, I have never suggested that if true, the reason for sale increments in the 10k to 20k range was an attempt on Mr. Gordon's part to go unnoticed.
Excerpt's from post #2650:
"C)The odd share amount:
Mr Gordon states that the 6,480,000 shares were sold to a private investment group. If this were true...why such an odd number?..Mr. Gordon registered 7,000,000 shares for sale. Why did he not sell all 7 million.....or perhaps 6,500,000?
When dealing with numbers in the millions it is rather unusual that a negotiated deal would involve such an odd number.
6,480,000 shares is a number much more in line with sale increments in the 10,000 to 20,000 range that combine to equal such a figure.......In fact the new S-8 registration filed 6/25 which allows Mr. Gordon to sell another 7,000,000 shares also re-registers the left over 520,000 shares that Mr. Gordon was still in the process of selling.
Is it reasonable to conclude that Mr. Gordon and an investment group choose the number 6,480,000 shares?
.....It is if you believe Mr. Gordon."
"Consider another possibility:
Mr. Gordon gifts himself 7,000,000 shares at .15 a share on 4/23. One week later on 4/30 Mr. Gordon issues a somewhat misleading press announcing the "completion of the acquisition of CCI"...knowing that such a release would be met with investor favor certain to rapidly move TSIG stock price higher. Mr. Gordon then registers the shares for sale on 5/8 and immediately takes advantage of the mania that is fueling the rise in share price by selling shares in blocks of 10,000 and 20,000 shares on the open market. Pushing share price down in the process by flooding the float with over 6.000,000 shares over the next few ensuing weeks. Pocketing a cool $2.5 million profit on a best guess estimate of an average sale price in the mid 50 cent range.
Which scenario best fits the evidence?"
c) Gordon makes strange cash handling decisions. Gordon stated that $2,250,000 was given to CCI while the company still owes the IRS.
Yes, I have made this assumption..... If the 2.25 million was actually disbursed to CCI as of the 6/4 as per the CC that took place with Mr. Gordon, I do question the wisdom of the timing of this disbursement.
6/4 CC Post #1015:
Message 4726716
An exerpt from that interview as post by Gambler:
"12-Also a question about the $250k and $2 million that TSIG has to spend on CCI was raised and Mr. Gordon stated that these obligations to CCI have already been fulfilled and the expenditures have been made already."
My post questioning the wisdom of this disbursement. Post #1380
Message 4942112
Poisontaster, It should also be noted that the theme of the arguments that I present in post #1380, center on the unlikelihood that this disbursement had actually occurred.
d) Gordon has stealthily manuevered four key employees to a company called Teleservices Holdings, a private company. He can then dump TSIG and escape unscathily to Teleservices Holdings. He has tried to do this before between a private company he owned called Harvest International and Phoenix Information Systems until SEC stopped his "misrepresentation" with a cease and desist order.
On June 29th, I recieved a public post from Nigel, asking if I was still intent on investing in TSIG if the price dropped to .12 a share. Post #1542
Message 5047370
In my answer to Nigel, I expressed new concerns and reservations that I had personally developed based on my reading of the S-8 that was filed on 6/25. Post #1546
Message 5049244
These are some of my views that I shared with Nigel in post #1546:
"Nigel, I am no longer planning on buying in at .12 After studying the S-8 over the weekend I have developed additional concerns about the company and Mr. Gordon's credibility.
The 6/25 filing states that TSIG was given a 6% stake in "a privately held company called Teleservices Holdings corp." What did TSIG have to do to recieve this 6% interest?
TSIG recieves the 6% stake in exchange for:
1)"Waiver of any interest that it (TSIG) may have had in acquiring five companies which holdings intends to acquire."
2)"The registrants release of four persons from their obligations to the registrant under their respective employment agreements and consulting contracts.
The implications of these actions are in my opinion is devastating to TSIG and provides me with a different view of Mr. Gordons intentions.
The new "Holdings" company is a private company, controlled by Mr. Gordon. It is the new flagship company that no doubt carries none of the baggage that TSIG does. It likely has no accumulated deficit,cash crisis, IRS problems or burdening lawsuits.
Two of the four persons that resigned their positions with TSIG to join "Holdings" are Absolutely "key" employees that Mr. Gordon no doubt trusts since he has given them both a minority interest in the new "Holdings" company.
They are: a)Stephen McLean Former CEO of TSIG
B)Raymond P. Wilson Former CFO of TSIG"
"The filing indicates that Mr Gordon who devotes less then his full time to TSIG affairs has assumed the responsibilities of the former CEO and CFO. until replacements can be named.
All of this seems to indicate to me that Mr Gordon is banking his future on the new "private" flagship. The five potential deals that TSIG had been working on have been yanked from under it's feet for the benefit of the new flagship company.
I believe that Mr Gordon now views the old TSIG as a liability. An old ship covered with barnicles with a massive hole in the side, taking on water. I believe he will try to extract all the riches from this ship before it sinks so as to benefit the new flagship."
"Nigel, The implications and conclusions that I have drawn after studying the 6/25 release are enough to convince me at this point to remain on the sidelines regardless of how low the stock price drops."
Poisonmaster, My comments to Nigel, in the above post were intended
to answer his question, with my personal reasons for changing my opinion to invest in TSIG, had the price dropped to .12 per share.. I shared with Nigel,facts from the S-8, as well as my personal views, speculations and conclusions that I had drawn and developed after studying the S-8.
Since "Teleservices Holdings" is a Private company, there is no way for me to confirm some of my personal speculations regarding it. Thus, I have not commented on this subject since sharing my personal views with Nigel on the public thread, back in June.
[For logic's sake, I'll refer to the outline item, e.g. "1)" or "b)" , in the subsequent discourse so you can refer back to the outline in the middle of the paragraph.]
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prelude
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If it pleases all, at this point I like to insert another JAB's quote (Reply 1990, Paragraph 2) :
" ......Solid DD however, requires as a foundation reliable source material 'always check your references' is the watch phrase that merits application even when applied to company founders and CEO's....."
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poisontaster's verdict
===============
Poisontaster, I am surprised that you have rendered a verdict so early in your case. You have yet to present any compelling arguments.
JAB is absolutely the crafiest, the most insidious and nefarious distortor of facts.
Crafty: Skill in deception, guile, cunning
Insidious: Deceitful, cunning
nefarious: Extremely wicked, vile
Poisontaster, Your dogmatic conviction is quite slanderous.
He uses a swarm of facts, ...This is true... twists and stretches them, depends on your definition. If you are suggesting that reasoning on facts to draw possible conclusions and speculations, then I do agree with your statement. Of course by this definition , most everyone can be called guilty. Including yourself....
Notice one typical "Poisontaster assessment" contained in this very document:
"=== [fact #1] ===
In Section (1.c.) the agreement does say:
" ...; at no time shall the aggregate obligation of Borrower (TSIG) to Lender (Gordon) exceed One Million U.S. Dollars (US$ 1,000,000)."
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poisontaster's assessment of Cornerstone #1
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In regards to fact #1-- "at no time shall the aggregate obligation exceed 1 million" --, I think this clause is subject to interpretation because it is poorly written. What is important to is to determent the intent of the signers. Given that it is in Section (1.c.) which deals with TSIG's ability to make advances on the credit line, it is not at all illogical to suspect that this particular sentence: "at no time...shall exceed 1 million" , is meant limit TSIG's draw on the creditline at $1 million on each draw. It makes sense to limit a draw amount each time so Gordon could come up with the money. The bad thing about this sentence is that it wrote " at no time" instead of "at any one time." <<POISONTASTER'S ASSESSMENT>>
Poisontaster, While, I may reason on the facts and present arguments in support of my conclusions, I have never traversed the line that you have, in attempting to rewrite the facts to support your speculations!
to support his subtle but obviously maligned bashing assumptions, innuendos, and sometimes just plain unjust abuse. As he pulls the veil made of intricate webs of facts and lies, he gradually picks up steam; becomes more and more invective and bold in his "scenarios"; slowly becomes more spiteful, more disrespectful, more derisive of the intelligence of all the members in this board. Out of his own ignorance ,or nefariousness whichever the case may be, he has bashed TSIG with arrogance, disdain, and impudence.
Wow! Quite a paragraph Poisontaster....Lets examine this dogmatic accusation.
Maligned: To speak slander of.
Invective: Violent accusation or denunciation.
Spiteful: Malicious bitterness, mean hatred, grudge.
Derision: Ridicule, Mockery.
Nefariousness: Extremely wicked, Vile
Bash: To smash in
Arrogance: Haughty, overbearing pride.
Disdain: To treat with contempt or scorn.
Impudence: Offensively bold, brazen, immodest, shameless.
Poisontaster, While you may not appreciate my opinions, and you may question my DD, Your harpooning of my character with such dogmatic slander is quite a stretch.
Who really is the impudent one?
To: vicarboyz (3154 )
From: poisontaster Tuesday, Aug 4 1998 10:09PM ET
Reply # of 3260
=========Jeff A Berry Distorted Facts============
I would like to present the following as FACTS to all the members of this board:
a) Jeff A Berry has distorted/misrepresented/lied about the fact that
Gordon's 6,480,000 shares could be sold to the public without
retrictions.(Rule 144)
b) Jeff A Berry has distorted/misrepresented/lied about the fact
that Gordon's 5 million loan to TSIG can be converted to shares
at ANY TIME.
I encourage Jeff to challenge me about the above to points.
Repectfully,
poisontaster
My Reply:
To: poisontaster (3156 )
From: JEFF BERRY Tuesday, Aug 4 1998 11:52PM ET
Reply # of 3260
Posiontaster, Rest assured, I will challenge you on both points. I have just finished reviewing the mountain load of documents that were contained in your posts from this morning.
I will answer your challenge, beginning tomorrow.
Best Regards, JAB
Poisontasters response:
To: JEFF BERRY (3183 )
From: poisontaster Wednesday, Aug 5 1998 12:36AM ET
Reply # of 3260
Dear JAB,
OK. Tomorrow it is.
Best Regards.
As promised,I begin my rebuttal to Poisontaster this afternoon:
To: poisontaster (3147 )
From: JEFF BERRY Wednesday, Aug 5 1998 1:31PM ET
Reply # of 3260
Poisontaster, I have reviewed all of the information contained in your posts. Let me first of all congratulate you on the masterful job of compilation and layout of the arguments in your presentation. You are obviously skillful with the keyboard.
It is my intention to address each issue of your "Comprehensive Report". Due to demands on my time, I will have to address the issues over a period of several posts. When finished I will consolidate my response on one singular post for the convenience of our other thread members.
Poisontaster responds with this post:
Post #3207 From Poisontaster
Message 5418858
========Jeff Berry Distorts Facts==========
Jeff A. Berry (aka JAB) MISREPRESENTED two FACTS:
1) Gordon can sell his 6,480,000 shares to the public
without filing Form 144.
2) Gordon's $5 million loan can be converted to shares
at ANY TIME.
Those two are LIES. I'm also ACCUSING, you, Mr. Jeff Berry, of MANIPULATION, when you presented those two MISREPRESENTATION OF FACTS as FOUNDATIONS of your arguments.
Refute those two items with clear and irrefutable EVIDENCE."
Poisonmaster, your post is one of the most maligned, invective, spiteful,derisive,nefarious,arrogant, disdainful bash of impudence that I have ever come across on this thread or any other.
I have already committed to answering your "challenge" of addressing your accusations.....You have indicated acceptance to my timetable required for a comprehensive response. Yet you continue to banter on the thread.....With even greater invectiveness!
When I have completed my rebuttal, we will revisit your words. We will see who they really apply to....JAB...or...Poisontaster.
"He uses a swarm of facts, twists and stretches them, to support his subtle but obviously maligned bashing assumptions, innuendos, and sometimes just plain unjust abuse. As he pulls the veil made of intricate webs of facts and lies, he gradually picks up steam; becomes more and more invective and bold in his "scenarios"; slowly becomes more spiteful, more disrespectful, more derisive of the intelligence of all the members in this board. Out of his own ignorance ,or nefariousness whichever the case may be, he has bashed with arrogance, disdain, and impudence.".
This concludes Part II of my rebuttal.
Part III of my rebuttal will begin where I left off. I will address what Poisonmaster calls "The two cornerstone arguments"
Best Regards, JAB
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