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Microcap & Penny Stocks : TSIG.com TIGI (formerly TSIG) -- Ignore unavailable to you. Want to Upgrade?

To: Zeev Hed who wrote (23555)	4/3/1999 4:01:00 PM
From: V$gas.Com	Read Replies (1) \| Respond to of 44908

Thanks Zeev. I appreciate your time. It appears from what you are saying is that since it is only for 2,000,000 and if it can be sustained at that level, then we should not have to much to worry about. On the other hand if the PP were expanded beyond the 2,000,000, then we could be in real trouble. Now, how about conventional financing taking out the PP? It is done quite frequently and is apparently being worked on here. You're thoughts? V$gas.Com

To: Zeev Hed who wrote (23555)	4/3/1999 5:18:00 PM
From: John Flaherty	Read Replies (1) \| Respond to of 44908

Zeev- Thanks for your time and thoughts on TSIG, not what I was hoping to hear, but I understand why you feel the way you do. I would like to say that I've always found you to be a class act on all the threads that our paths have crossed, just like many here feel about Marty, I have found your integrity to be on the highest level. So I would like to apologize for the way you've been treated and to say that Sword has already been proved to have little or no class IMO. And as far as the others go that have jumped all over you, all I ask is give his record a look. Just as you believe that he doesn't have the whole story on TSIG, I know from all the time I've spent on SI that he would be number 1 on my list of people who live their lives with honor and compassion for others. Nuff said,John F.

To: Zeev Hed who wrote (23555)	4/3/1999 6:07:00 PM
From: Ellen	Read Replies (1) \| Respond to of 44908

Thank you for now doing some reading and expressing an informed opinion. One minor correction to your statement: >> I presume everyone knows that the Chaiorman[sic] gets paid $360,000 annually and got on top of it a grant of 5 MM shares. I also presume everyone knows that the "incentive option plan" was increased from 10 MM shares to 17.5 Mm shares, thus a total of 22 MM new shares. << As the option plan was increased from 10 million shares - previously registered - to 17.5 million, your total amount of increase should state 12.5 million, not 22 million. I hope you won't mind a few questions and I do appreciate your answers. >> The PP is floorless alright, but it is only for $2 MM. I have doubts (but not certainty) that this will suffice << What is not yet known is, since the 12/31/98 date of the 10K, whether any revenue has negated the need to further utilize monies from the PP, either totally or in part. IF there is no need or only minimal need to use more of the PP funding, what would you say the outlook or impact is then? >> Since I could not find a registration statement (typically an S-3) relative to this floorless, I have to assume that some of the recent decline is due to simply selling short against the block without converting. << Would this, that follows, have anything to do with the fact that these shares are not yet registered? What do you think of the idea that it may be better to delay the registration and pay the 2 1/2% damage amount (the "gotcha" clause Sword brought to the attention of the thread)? Do you consider this to be a beneficial possibility and why or why not? (e) In the event that (i) the Registration Statement to be filed by the Company pursuant to Section 3(a) above is not filed with the Commission on or before April 15, 1999, (ii) the Registration Statement is not declared effective by the Commission within ninety (90) days from the filing date, or (iii) the Registration Statement is not maintained as effective by the Company for the period set forth in Section 3(b) above (each a "Registration Default") then the Company will provide Holder (pro rated on a daily basis), as liquidated damages for such failure and not as a penalty, at the election of the Company either; (A) two and one-half percent (2.5%) of the remaining principal balance of any Convertible Debenture plus the aggregate market value of shares of Common Stock issued upon conversion of any Convertible Debenture and still held by the Investor, for every month or portion thereof thereafter until the Registration Statement has been filed, or declared effective in the event of late effectiveness (in case of clause (ii) above) or in the case of lapsed effectiveness (in the case of clause (iii) above) (regardless of whether one or more such Registration Defaults are then in existence) until the Registration Statement has been declared effective; or (B) an adjustment to the Conversion Price of all unconverted Convertible Debentures by decreasing the percentage of the Market Price by two and one-half percent (2.5%) for each month or portion thereof thereafter until such Registration Default is cured. Such payment of the liquidated damages shall be made to the Holder in cash (if the cash option is elected by the Company), within five (5) calendar days of demand, provided, however, that the payment of such liquidated damages shall not relieve the Company from its obligations to register the Registrable Securities pursuant to this Section. The market value of the Common Stock for this purpose shall be the closing price (or last trade, if so reported) on the Principal Market for each day during such Registration Default. (not the bid, as you stated)

To: Zeev Hed who wrote (23555)	4/3/1999 8:35:00 PM
From: The Swordsman	Respond to of 44908

You say… As for the conversion, since there was no S-3 filed for the floorless, they cannot yet convert. What happens if the S3 is delayed? You say… The machanism of shorting vary, if there are shares in the broker's margin accounts the shares sold short are borrowed there. Even if these are not marginable). This is a misrepresentation of US SEC regs. Untrue unless done illegally. You have conveniently omitted that. You say… Institutions that ended up holding large block of the stock would lend these as well, This is a non-margineable high risk penny stock. As such which institution would you say is willing to breach its fiduciary responsibilities to hold in its portfolio? You say… and finally Canadian brokers, Bahamah and Cayman Islands and Isle of Man brokers do it without borrowing shares. Agreed. However, the attendant risks would temper even a madman's appetite after reviewing the full circumstances without requiring a kings ransom from the PP holder for cash-on-hand should something go awry. Dangerous would not fit the potential. Especially in light of the hidden anti-shorting clause. You say… Since the bandit holds a piece of paper untitling him to acquire shares for $2 MM at 30% discount to the average closing bid over the last few days, the paper is the best collateral one can think off Over the last few days from when? If there is no registration, and there can be no conversion, then when do we index the closing price? I'll tell you when... whenever the share price reacts to the incoming revenue stream, that's when. And do you know when that will be? I think I do. I wouldn't want to be the PP holder waiting for the company filing to proceed. You say… (if the stock take offs, you call the conversion and you still get the 30% discount of the LAST FIVE TRADING DAYS). It is like trading knowing what the shares will be five days hence. You already acknowledged above that they couldn't convert if there is no registration. Hence we now find ourselves in a circular reference. We are now back to where you started trying to impress everyone with your so-called exhaustive DD and knowledge of same. Please answer question number one and then we may once again proceed. Check… Sword.Com