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Strategies & Market Trends : Joe Copia's daytrades/investments and thoughts -- Ignore unavailable to you. Want to Upgrade?

To: Pat MacD who wrote (12988)	3/5/1999 7:51:00 PM
From: Soccrates	Read Replies (1) \| Respond to of 25711

PCES. You are right about the issue of the preferred shareholders. I talked with Mr. Hughesman (the CFO) and he was very straightforward about that exact issue. He told me that while liquidation was "possible" the greater liklihood was a new business combination. Only under this later scenario would the tax carryforward be able to be utilized. He assured me (as a common shareholder)that they were currently talking with companies but he could not reveal the names of the companies. Of course this is risky. Aren't most BB stocks risky? Greater risk usually translates into greater returns. However, how many BB companies do we know that have $2 million in cash in the bank with no debt?

To: Pat MacD who wrote (12988)	3/5/1999 9:50:00 PM
From: The Osprey	Respond to of 25711

Hi Pat, Good questions on PCES. This one:"Which party holds the trigger to liquidate; the management of the shell or the preferred shareholders?" I guess you know a special meeting would have to be called and a seperate filing done but basically the preferred shareholders hold the trigger.They have to entertain and or approve a motion to dissolve.As an aside I think it most appropriate to also look at not only the fact that they have received or are setting with a little over 2 million in the account but also the fact that they would bring net operating loss carry forwards to the new suitor of 2,087,122 and 3,832,456 for 1997 and 1998 as well.This is worth something and I think the preferreds realize this. *"What price did the preferred shareholders pay for their position?* According to the 10Q all of the preferreds were converted from the IPO and there are 2,250,000 plus 625,000 convertible participating preferreds that cost the holders one dollar(1.00) each in the last financings.These hold conversions to common if they were exercised at 1 preferred for 2 common. "The performance of the company over the last reporting quarters was in steady decline and the prefs may just be happy to get out now and do they have faith in the present management. (or are they the same group)?" I have not been able to find out who holds the shares as I have not done an insider report as yet to see what management is sitting with and if they are one oin the same but I would suggest there is more potential for them to do a Private Placement or look for a reverse merger or suitor to approach.This is an attractive package to offer someone.Someone had faith in them as a shareholder guaranteed a 1 million line of credit and they had 2.1 million owed before the sell off of the propriatary assets.This may say alot about the management's record as well but I don't count it in the scenario.Just mentioning it. *"The value is simply the shell.* I couldn't agree more.Keep in mind this is a penny stock and it is very risky but I will stay with it for now.I am not pumping and suggest all people do their own DD and make there own decisions.I am still doing DD and will report more as I find it.Even the negative if it is there. THE OSPREY