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Microcap & Penny Stocks : DCI Telecommunications - DCTC Today -- Ignore unavailable to you. Want to Upgrade?

To: Juli who wrote (7621)	8/8/1998 11:12:00 PM
From: James Harold Alton	Respond to of 19331

Jewel, This is good news to me, since this tells us that most of the Series E shares have already been sold for sure. (this would mean that of the total 2 million worth of Preferred E, that at least $1,389,950, which was converted into 899,273 shares have already been sold) The annual report tells us that the remaining $610,050 of series E preferred was converted into 368,304 shares sometime after 3/31/98 and I think it's likely that those shares have been sold as well. This would mean that we could account for 899,273 of "overhead" having been accounted for between 3/31/97-11/1/97 and the 368,304 during the period from 4/1/98-the present. I am sure that the proceeds from that issue went to good use, I believe it bought us switches and infrastructure in Europe that will be used in the TimeWorldCom JV if I remember this correctly from the annual meeting. James

To: Juli who wrote (7621)	8/9/1998 10:46:00 AM
From: Charles Zwebner	Read Replies (5) \| Respond to of 19331

Juli, Could you please ask DCI the following questions. First the facts: On February 18, 1997 DCI issued a $1,500,000 Series C convertible pref., with a Toronto, Canada investment group with conversion rights starting 60 days thereafter (April 18, 1997). The amount of shares issued were 1,132,991, (average conversion price $1.32). Annual report page 39. All of these shares have been sold into the marketplace prior to March 31, 1998. A filing with the SEC for this financing was done during summer 1997. This deal was a Reg "S" transaction. During July 1997 DCI issued a $450,000 Series D convertible pref., with a Toronto, Canada investment group with conversion rights starting 60 days thereafter (September 1997). The amount of shares issued were 352,558 (average conversion price $1.28). Annual report page 40. All of these shares have been sold into the marketplace prior to March 31, 1998. A filing with the SEC for this financing was done during the fall of 1997. This deal was a Reg "D" transaction. Sometime from November 1st, 1998 through March 31, 1998 (exact date not published by DCI) DCI issued a Series E convertible pref., with from what I have discovered was also a Toronto, Canada investment group, with conversion rights starting 60 days thereafter supposedly February 1998. The amount of shares issued as of the date of the auditors signature on the annual report June 28, 1998 has been 1,267,577 for $1,802,450 (average conversion price $1.42). Annual report page 40. Based on my investigations these shares have been sold into the marketplace. There has been NO filing with the SEC on this financing that I can see. QUESTIONS: a) Was the Series E a Reg "S" or Reg "D" transaction? b) Have all the pref shares been converted as of today? c) Why has there been no SEC filing with full disclosure as in Series C, D, and F? (Unless there has been and I have missed it) d) Have the 250,000 warrants associated with this transaction been exercised, and if so at what price. e) How come during the same period first quarter 1998 DCI did a stock buyback for $1,749,058 for 582,500 treasury shares. See annual report page 28. Now assuming that Muller Media accounted for 400,000 shares for $1,000,000 as part of this treasury share purchase which is unclear that leaves 182,500 shares for $749,058 (average price $4.10). What is going on here!! and where am I missing something!! f) Was the share buyback a marketplace or private transactions and if so whose shares were bought back and for what price? g) What is the total amount spent for the buyback to-date and for how many shares? The net drain to DCI's coffers for a share buyback program at the same time it was financing its coffers with pref share convertible financings is hundreds of thousands of dollars. I believe the shareholders are entitled to an answer to ALL the questions above, each and every one of them in a clear and concise manner. I will not speculate on answers only ask the questions and continue to move forward on positive notes and ensure that the value of my shareholdings in DCI is maintained and that the company is managed professionaly. Charles, P.S. And finally, as I demonstrate above from SEC filings to-date and the annual report the total pref share financings converted to common shares and sold in the marketplace over the last 12 months has been a minimum of 2,753,126 shares, the majority being the last six months, all routed through Toronto, Canada. That is the story of the "selling north of the border".