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Microcap & Penny Stocks : MSHE (MSH Entertainment) -- Ignore unavailable to you. Want to Upgrade?

To: Sisofsix2 who wrote (1778)	11/16/1998 12:41:00 PM
From: micky	Read Replies (1) \| Respond to of 2706

Text Of Maerz letter: From Bob Maerz November 15, 1998 To Prospective Shareholders Re: MSH Update Dear Shareholders: I know that you are interested in the many exciting events that are currently transpiring at MSH. As of this writing, MSH has entered into acquisition agreements for the purchase of Abrams/Gentile Entertainment Corporation (AGE). I am sure by now that most of you are aware f many of the wonderful products and programs that AGE has been responsible for over the last decade. Rather than give you the history of AGE, I would refer you to their website (AGEINC.COM), or to our last few press releases concerning the acquisition. This acquisition is being financed by two loans. One loan is a term loan collateralized by the assets of the corporations, and the second is a line of credit collateralized by receivables. The financing is being arranged through Berwind Financial of Philadelphia, Pennsylvania. We anticipate closing this acquisition prior to the end of 1998. Upon completion of the acquisition, MSH plans on occupying some of the existing space at AGE's present facility. We are also considering expanding the facility in the existing building on additional floors. MSH will continue to maintain offices in Los Angeles, although we will be moving to a new location in February, 1999. The management of MSH has experienced no major changes over the last six months, with the exception of the position of chief financial officer. We are very fortunate and proud of a new addition to the company, Mr. Michael Welsh. Mr. Welsh is a trained CPA, and we will be announcing his election to the Board of Directors as well as his resume on our website in the near future. Post acquisition, John and Anthony Gentile will be Co-Presidents of MSH/AGE and will also be elected to our Board of Directors. We will be announcing recent licensing and broadcasting deals on a project by project basis. Each new agreement will be the subject of separate press releases. Due to the fact that many of you are familiar with "Van-pires", which is a co-venture by and between MSH and AGE, I will state that there is a new company that is being granted the master toy license and a new order for 26 additional episodes. Again, this will be the subject of a separate press release at the appropriate time in the near future. It is apparent to me that some clarification is needed concerning our financial structure, our plan to become 'reporting' and list on either a regional or national exchange. I recently stated that the AGE acquisition would qualify MSH for NASDAQ listing. I was referring to many of the components that are necessary for such a listing. There are approximately nine (9) criteria and standards that must be met when seeking listing. Many of these issues concern market makers, capitalization, number of shareholders, years in existence, assets, revenues, and of course share price. MSH in and of it self has many of these qualifications. Post acquisition, MSH will have additional assets, additional revenues, and consequently anticipates net earnings per share in 1999. All of the foregoing will give us everything we need for listing except the appropriate share price. As many of you know, MSH has in the past and continues to plan to grow through acquisitions. We presently are considering two (2) additional acquisitions, which we are hopeful of completing in the first half of 1999. Also, MSH is considering aligning it self with some large companies that are positioned for rapid growth and we are seeking equity in these companies. The point that I am trying to make by mentioning this is that MSH has no plans for reverse splitting its stock. This is probably the most important frequently asked question that we receive from the investment banking community, as well as from the community at large. We feel that we can grow the company, generate the revenues and create the earnings necessary to increase our share price. We are working diligently to gain the exposure that is necessary to achieve a greater investor following and eventually institutional buyers of our stock. Due to the fact that much of the information that you are seeking is the subject matter of future press releases, we will wait for these press releases to be issued. I hope that this letter helps to answer some of your questions. Once again, thanks to all of you for your patience, intelligent questions and your continued support. Respectfully, (signed) Robert P. Maerz Chairman & CEO MSH ENTERTAINMENT CORPORATION