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Microcap & Penny Stocks : AMGV - David and Goliath of the box makers? -- Ignore unavailable to you. Want to Upgrade?


To: edde who wrote (489)11/19/1998 9:15:00 AM
From: JohnO  Respond to of 509
 
Edde,
I copied portions of 8K below.
What you said looks correct to me.
Have a good one.
John


(b) Capitalization. The entire authorized capital stock of the Buyer
consists of (i) 900,000,000 Buyer Common Shares, of which 11,681,268 Buyer
Common Shares are issued and outstanding, and no Buyer Common Shares are held in
treasury, (ii) 8,000,000 Buyer Preferred Shares, none of which Buyer Preferred
Shares are issued or outstanding, and (iii) 3,256,500 Buyer Warrants. All of the
Buyer Common Shares to be issued in the Merger have been duly authorized and,
upon consummation of the Merger, will be validly issued, fully paid, and
nonassessable. There are no other outstanding or authorized options, warrants,
purchase rights, subscription rights, conversion rights, exchange rights, or
other contracts or commitments that could require the Buyer to issue, sell, or
otherwise cause to become outstanding any of its capital stock. There are no
outstanding or authorized stock appreciation, phantom stock, profit
participation, or similar rights with respect to the Buyer.

(vii) Buyer Warrants. Each Buyer Warrant outstanding at and as of the
Effective Time will remain outstanding and in full force and effect,
provided, however, (A) that, in the event of any reverse stock split, the
price at which such Buyer Warrant is exercisable shall not be adjusted
(while the number of shares which may be received upon exercise of such
Buyer Warrant shall be adjusted downward), and (B) that in the event of any
exercise of such Buyer Warrant at any time after the date hereof, Target
may issue to any person it designates that number of Common Shares that,
when issued and when added to the number of other Common Shares then held
by Capital One, Inc., an Illinois corporation ("CapitalOne"), its designees
or its transferees, is in the same proportion to the total number of shares
outstanding immediately after the exercise of the Buyer Warrant, as the
number of Common Shares held by CapitalOne, its designees or its
transferees immediately prior to the exercise of such Buyer Warrant is to
the total number of shares outstanding immediately prior to the exercise of
such Buyer Warrant.

(v) Conversion of Target Shares. At and as of the Effective Time, (A)
each Target Share (other than any Dissenting Share or Buyer-owned Share)
shall be converted into the right to receive 41,415.405 Buyer Shares (the
ratio of 41,415.405 Buyer Shares to one Target Share is referred to herein
as the "Conversion Ratio"), (B) each Dissenting Share shall be converted
into the right to receive payment from the Surviving Corporation with
respect thereto in accordance with the provisions of the Illinois General
Corporation Law, and (C) each Buyer-owned Share shall be canceled;
provided, however, that the Conversion Ratio shall be subject to equitable
adjustment in the event of any stock split, stock dividend, reverse stock
split, or other change in the number of Target Shares outstanding. No
Target Share shall be deemed to be outstanding or to have any rights other
than those set forth above in this ss.2(d)(v) after the Effective Time.



To: edde who wrote (489)11/19/1998 10:59:00 AM
From: JohnO  Respond to of 509
 
Hi Folks,
Just got off the phone with John Paulson. Here's what was said:
Reverse Split is 1 to 7
The new BTO encrypted site will be online by next Wednesday
www.enucleus.com
They manufacture their own computer and are currently expanding warehouse facilities to
meet new needs.
After split there will be 9.5 million shares OS
They plan on making acquisitions with a combination of their 78% of shares and cash.
They have an in-house tech support and are expanding this to meet new needs.
$3 million is estimated revenue for Nucleus for 1998
12/23/98 is scheduled shareholder meeting in Chicago.
12/3/98 we should have proxy statement delivered to current shareholders.
Internet provider system is a new one and currently has 31,000 subscribers,
tele-communication system is growing rapidly and very profitable, online checking system
and other payment systems are doing well and they expect great growth in this area.
Adrian Belinne will remain on BOD and gather additional internet banner adds for
products
Jeffrey Wescott is an officer with Bank of America and will greatly assist in securing
financing for expansion and other capitalization.
Mark Fera is involved in the computer industry and will assist developing this phase of the
company. He has many contacts with Fortune 500 companies that will greatly assist them
to grow in the computer as has happened already before merger.
Stephan Calk owns the 2nd largest mortgage bank in Chicago and will assist in developing
the financial aspect of the new web site. The are expanding their online banking service to
service customers and businesses
John Paulson has been involved in tele-communication area since 1984. He has assisted
many companies procure funding over the years. They growth of Nucleus in the banking,
computer and internet provider areas have grown considerably and his plan is continue this
trend and expand Nucleus into other profitable areas in a slow orderly process.
I was impressed when I spoke with him. IMO this will be a profitable investment and I'll
continue to keep my investment with AMGV/ Nucleus.
Have a good one.
John



To: edde who wrote (489)11/20/1998 7:59:00 AM
From: JohnO  Read Replies (2) | Respond to of 509
 
Here's some information on Nucleus from their web site.
Have a good one.
John

The Company
Background
Nucleus was incorporated in December of 1997, under the laws
of the State of Illinois to act as a holding company for its
companies, Alliance Net, Inc. d.b.a TelOne and Nucleus Data
Source, Inc.

The Companies' initial product offerings consist of "PC Express",
a computer repair and upgrade business, "PC OnLine", a
computer help desk, "CheckBook", a user-friendly web site that
stores, tracks, and presents billing information over the Internet,
and "TelOne", a long distance reseller and acquirer of telecom
assets.

The
Opportunities
"PC Express" and "PC OnLine"

The proliferation of computers has created a multitude of new
business opportunities. The incredible increase in the number of
businesses and individuals using software, hardware, and the
Internet on a daily basis has created demand for goods and
services related to this usage. Nucleus Holding Corporation has
developed products and services to address this demand.
Nucleus has diversified products and services, positioning it to
grow with the increased usage of information and
telecommunication technologies. We believe our user-oriented
products, "PC Express", "PC OnLine", "CheckBook", and
"TelOne" provide value without being vulnerable to technological
obsolescence.

"PC Express" provides a service in great demand. The growth of
the number of computers in use has taxed the resources of
existing service and sales organizations to the point of their being
non-responsive to the needs of the customer. PC Express is
sensitive to the need for quick, reliable, and cost-effective repair,
maintenance, and upgrade services. The approach of PC
Express establishes long-term relationships with customers and
encourages them to take advantage of decreasing processor and
memory costs by upgrading existing computers. As the
sophistication level of users increases, upgrade services will be
in greater demand. By offering clients the choice of on-site repair
or pick-up and delivery service, PC Express ensures minimal
disruption of the customer's activities.

"PC OnLine" is a service designed to minimize the computer
user's downtime. By providing reasonably priced help desk
functionality, PC OnLine gives the user access to skilled
technicians capable of solving many hardware, software, and
configuration problems during a telephone session. This service
also provides the technician with remote access to the user's
computer. Diagnosis, program mending, software installation,
and data recovery can all be performed as if the technician was
at the user's site.

"CheckBook"
Today, electronic commerce is in its infancy. Unlike the Internet,
which was created as a completely "open" system, expansion
and development of electronic commerce is being stifled due to
the unreasonable belief that it can be contained, controlled, or
manipulated.

Early entrants to the field focused on creating systems requiring
banks, vendors, and subscribers to use non-standardized
formats when completing electronic commerce transactions.
Their intention was to monopolize the fields of electronic
transactions, electronic security, and electronic bill
presentment...electronic commerce. Banks and vendors both
want to hold their clients hostage by tying them to a system with
their brand name at the forefront. In both instances, the client's
wants and needs are secondary. Management believes this
system will not be successful.

The rapid growth of the Internet proves its viability and
foreshadows the future of the industry. The inevitable transition of
commerce to an electronic format edifies the fact that it cannot
be controlled. Transaction volumes alone will ensure that
electronic commerce evolves via an "open" system and that
government agencies and the general population will support this
process. Nucleus' approach is to unlock opportunities today by
creating systems that can operate openly within multiple
environments.

The "CheckBook" system allows banks, subscribers, and vendor
companies to transact business today at little or no cost. We
believe our network, which is capable of handling a tremendous
volume of transactions with small, incremental costs to the
financial institution or vendor companies, will compare favorably
with networks charging large fees and achieving limited success
in market penetration or longevity. This point is well-proven by our
competitors who have, to date, amassed substantial negative
equity due to the exorbitant cost of programming and maintaining
multiple stand-alone systems.

"TelOne"
TelOne resells telecommunications services, including long
distance, cellular, personal communication services (PCS), and
paging services. The Company has a base of over 5,000
customers, generally, small to medium-sized businesses. If the
telecommunications needs of these customers change, TelOne
is able to provide competitive services through the utilization of an
effective distribution channel for suppliers of these services.

TelOne's customers rely on TelOne to obtain the best quality
telecommunication services at competitive pricing. TelOne's
experience in the telecommunications resale industry has
enabled The Company to become very effective in the acquisition
of various telecommunication assets, such as customer bases
and accounts receivable. In this dynamic business, opportunities
continually arise. TelOne has the expertise to take advantage of
these situations, as they occur.

How Each
System Works
Nucleus Computers

Nucleus Computers provides clients with an expedient and
cost-effective method of custom building PC workstations,
networks, and software platforms using industry
leader-manufactured components branded with the "Nucleus
Computer" name. Customers can pick and choose components
over the Internet with which to build a suitable computer or select
components with the assistance of a trained Nucleus technician.

Nucleus "Business Browser"

The "Business" browser was developed as a Nucleus-branded
Internet access front-end tool that allows clients to directly
access frequently used web sites via a simplified user interface.
The browser is segregated into seven sections, as follows:
"CheckBook", a bill payment and presentment platform;
"Business Services", a provider of links to host companies that
perform general business services (i.e., Federal Express, UPS,
Amazon, Monsterboard Com, etc.); "Travel" provides clients with
access to all major airlines' sites, hotel sites, travel guides, to
name a few; the "News" category gives clients direct access to
CNN, "Bloomberg Reports", "The Wallstreet Journal" NYSE,
NASDAQ,, etc.; "Entertainment" provides clients with direct
access to the latest theatrical events, trade shows, live feeds,
lotteries, restaurants, etc.; and "Nucleus" covering The
Company's major product lines. The browser is a powerful tool
with which businesses can utilize the best of the Internet, as well
as the vendors they use most often.

Nucleus views the browser as a all-important factor in the sale of
its Internet access products and the real estate developed for
advertising revenue geared toward a specific client base. The
browser was designed to be compatible with both Microsoft and
Netscape.

"PC Express"

"PC Express" provides clients with an expedient and
cost-effective method to gain hardware service for their computer
systems. Technicians, working in a centralized location, repair
computers that are picked up and returned by Nucleus drivers.
This process saves customers time and money by keeping the
technicians' hourly rate charge tied to the actual time it takes to
repair the computer and eliminates expensive charges for travel
time. This process actually decreases a client's "down time"
because technicians can get to the computer quicker than if a
visit had to be scheduled.

"PC OnLine

"PC OnLine" instantly brings our office to the customer's desk,
allowing A+ Certified technicians to remotely access a client's
computer, at their request, via modem or the Internet, to
diagnose, install, and repair software programs, operating
systems, and data storage devices. Customers pay a per minute
rate for technical support instead of the industry standard "hourly
minimums". Windows and DOS operating systems will be
supported initially by PC Online. NDSI expects to support
Macintosh in 1999.

"CheckBook"

"Checkbook" provides a depository into which multiple vendors
can cost-effectively download rated billing information via their
existing bill-imaging systems. Customers can then retrieve this
information along with an aging summary for each of their
vendors. At this point, they can pay either all or a portion of their
bills directly to the vendor company with a credit or debit card.
Customers disputing a bill can then contact the appropriate
vendor to receive a corrected bill or credit. In either case, both the
vendor and customer can react quickly and efficiently.

"TelOne"

TelOne acquires minutes of usage in bulk from the nations
largest long distance, cellular, paging and local service providers.
It then resells this usage to residential and small to medium sized
businesses. Because of volume discounts, TelOne can enjoy
significant margins while providing clients with a better rate than
they could obtain through traditional channels.

Mission
Statement
Nucleus is striving to become the leader in PC and telecom
support for both the home and small to medium-sized office. By
providing clients with superior customer service and
cost-effective product lines, the management of Nucleus intends
to become the supplier of choice for all their clients' computer
and telecommunications needs. It is also Management's intention
to help customers move painlessly into the "digital age", where
paper is being rapidly replaced by electronic storage. In such a
world, every piece of valuable information ever sent to you is
stored, filed, and readily available in a format allowing you to
segregate this data automatically into usable reporting
documents (i.e., financials, tax forms, payables, warranties,
guarantees, product direction, etc.). Think how convenient it
would be to push a button and have all your financial information
in "real" time -- Push another button and have your taxes
prepared -- Or open your home or office equipment file and have,
at your fingertips, an inventory of your appliances, hardware,
audio/visual equipment, etc., with the respective directions and
warranty information for each item! Nucleus will take you there.

The
Market
Nucleus' "Business Browser" and "Internet Access", "PC
Express", "PC OnLine" and "TelOne" markets consist of small to
medium-sized businesses and residential clients that are not
directly supported by the Fortune 1000 companies providing the
majority of computer and telecom-related products acquired, to
date, by these markets.

Nucleus' "Checkbook" market is defined by two groups: vendors
who invoice customers, and consumers with Internet access
receiving these invoices. Internet commerce is projected to
exceed $13 billion this year, with the total projected value of
goods and services traded on-line between companies at $8
billion and exploding to $327 billion by 2002. Today, fewer than
two million consumers pay their bills electronically; however,
industry analysts predict more than one third of the U.S.
population will be paying bills via personal computers by the year
2000. Management envisions Nucleus at the forefront of this
burgeoning industry.