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

To: Ditchdigger who wrote (23747)	4/4/1999 11:52:00 AM
From: Zbyte	Respond to of 44908

*continued DDTo: Steve Lin (3026 ) From: Steve Lin Saturday, Aug 1 1998 2:27AM ET Reply # of 23750 Comprehensive Report on TSIG - Part III : Can TSIG Deliver? Recently many individuals have raised doubts about TSIG's validity. Specifically many former dealers have come to this thread claiming that CCI was a fraud and TSIG will not deliver because CCI did not deliver cds. I've since had contacts with the leader of that group: Mr. George Rogu (aka: Gicone). Here is my first report on the former dealers: Message 5344031 So far, I have not received the dealers' agreement and the documentations on the other dealers. So my report is still up-to-date. Now, I don't think that it has been stressed strong enough that the former CCI will not be involved in the area of fulfillment. In fact, TSIG's ability to deliver cds are almost self-evident and irrefutable. ****************************************************************** Press Release 6/16/98 ***************************************************************** Copyright 1998 PR Newswire Association, Inc. PR Newswire June 16, 1998, TuesdayJune 17, 1998, SECTION: Financial News DISTRIBUTION: TO BUSINESS AND TECHNOLOGY EDITORS LENGTH: 629 words HEADLINE: TeleServices International Group Inc. Enters Three Agreements to Enhance its Compact Connection, Inc. Music Commerce Website; - Consumers Guaranteed 24- to 48-hr Shipment of Music Among Other Benefits - DATELINE: ST. PETERSBURG, Fla., June 16 BODY: TeleServices International Group Inc. (OTC Bulletin Board: TSIG), a fully integrated provider for outsourced teleservices, announced today that it has chosen Valley Media, Inc. as its Internet and Direct-to-Consumer Fulfillment Supplier for its music commerce subsidiary, Compact Connection, Inc. (CCI). TSIG has also entered into License Agreements with MUZE, Inc. and ENSO Audio Imaging, Inc. for use of their respective music databases to build content and marketing applications into CCI's music website. Valley Media, Inc.'s "Sound Delivery" division is one of the largest direct-to-consumer fulfillment houses in the United States for CDs, cassettes, DVDs and videos. The two-year General Agreement with Sound Delivery provides Internet and Direct-to-Consumer fulfillment services to Compact Connection, Inc. that include guaranteed shipping of products within twenty-four to forty-eight hours of being ordered and virtually hourly updates of available inventory. Valley Media maintains a music inventory in excess of 250,000 titles. TSIG has signed a one-year License Agreement with Muze, Inc. to use its "Muze for Music" database and its "Encyclopedia of Popular Music" for consumer content and marketing purposes. Muze for Music is one of the most complete and comprehensive graphical music databases available in today's market. The newly introduced Encyclopedia of Popular Music offers in-depth artist/label biography information and is one of a kind. TSIG's one-year License Agreement with ENSO Audio Imaging will allow the CCI website to showcase audio music samples. ENSO's database includes continuous digitizing of new releases, as well as a multitude of digitized catalog titles. ENSO's database of audio samples supports the RealAudio Release 3.0 format. "The new management team is diligently working on the design and functionality of the Compact Connection website and its seamless integration with the TSIG call center, both scheduled to be launched within the next thirty days," said Robert Gordon, Chairman and CEO of TSIG. "The decision is indicative of our desire to provide consumers with a cutting edge, user-friendly website, a professional customer service center, and the assurance of immediate product delivery." CCI is well-positioned within the $35 billion global music market and the $71 million global online music market that includes N2K (Nasdaq: NTKI), CDnow (Nasdaq: CDNW) and K-Tel (Nasdaq: KTEL). CCI is the only direct music marketer in the world that can offer a combination of: -- The lowest prices (including shipping and handling) to consumers on all CDs/cassettes, including new releases; -- 24 hour, seven day a week ordering capability, either via the Internet or through CCI's toll-free 800 number, and; -- Proven, turn-key, private-label music card opportunities for its marketing partners. CCI's state-of-the-art website is currently under construction. CCI's new online commerce site will be positioned on a high-speed server capable of accommodating millions of customers who will have easy, direct access to the world's best music prices. In addition, CCI's World Wide Website will have advanced web technology for searching, ordering and reordering and will feature the latest in "push" technology. TeleServices International Group Inc. is a fully integrated global provider of outsourced teleservices to companies who are in the business of selling products and services through toll-free numbers and the Internet. Visit TeleServices International Group's website at www.stockprofiles.com/tsig or e-mail TSIG at cciSOURCE TeleServices International Group Inc. CONTACT: Andrew Schamisso of VistaQuest Financial Public Relations, 212-551-7874, for TeleServices LANGUAGE: ENGLISHENGLISH LOAD-DATE: June 17, 1998 ****************************************************************** As you can see, Valley Media is going to be the fulfillment company for TSIG. They claim to have in excess of 250,000 titles in stock and 24-48 guaranteed delivery. So when you go to www.compactconnections.com ,the vast database which you can search through is provided by MUZE, the realaudio samples are provided by ENZO Audio Imaging. These two companies are top-notch veterans of that business. I won't need to elaborate here. I'll let you go the the site and decide for yourself. But, who is Valley Media. Isn't true that the entire credibility of TSIG on the issue of delivery rest on the shoulder of this company. How do we know it's legitimate and can back up their claims. Well, here's a few articles written about Valley Media, Inc ****************************************************************** Article #1 ****************************************************************** Copyright 1998 Billboard Publications, Inc. Billboard MAY 02, 1998 LENGTH: 895 words HEADLINE: Valley Media Quietly Becomes The Web's Top Fulfillment House BYLINE: BY DOUG REECE BODY: LOS ANGELES: While online retailers have grabbed the lion's share of headlines over the last few years, Valley Media's Sound Delivery arm has stealthily, but steadily, grown in concert, becoming the premier fulfillment house in cyberspace. In fact, with a client roster that includes CDnow, Music Boulevard, Blockbuster, Camelot, E Music, and Best Buy, Sound Delivery is currently the Internet's de facto one-stop. How Valley has ended up in its place of dominance, say clients, is a tale of service, catalog depth, adaptability, and--more than anything else--foresight. "Valley just got out ahead of everybody else and got better and better," says N2K Inc. president/COO Jim Coane. "Now they're kind of the Switzerland of fulfillment for Internet retail." Despite speculation about how profitable online business will ultimately be, Valley Media senior VP of sales and marketing Ken Alterwitz says the company is very optimistic. "We realized early on that [online retail] was going to provide a huge opportunity," Alterwitz says. "About three years ago, we started building the system and infrastructure to support this side of the business. And we got in just under the wire. By the time we had installed the latest version of our software and put additional material and handling equipment into place, the business just blew up. We went from 2,000 orders a week to 45,000 units a week, which was our peak at Christmas." Sound Delivery's average weekly order for the early part of this year exceeded 30,000 units. The future, Alterwitz says, is bright. Online music sales totaled $30 million to $35 million last year, and they're projected to grow 224% this year. "I would suspect if the current trend continues--and I'm speaking specifically to the audio side--it's not inconceivable that within three to four years this will be larger than our wholesale business," Alterwitz says. That's an impressive prediction, considering Sound Delivery grew out of a modest direct-to-consumer toll-free number intended to help fulfill special programs by labels and retailers. "They had a very small drop-ship business they used to support certain customers with special phone orders," says Jason Olim, president/CEO of CDnow, which was Valley's first online retail client. "It was very limited--nothing sexy or extraordinary--but quite good for what it was." However, companies getting entrenched in online retail are also involved in a new set of controversies. For instance, Sound Delivery has found itself wading deeper into global waters. Although record companies are concerned with fulfillment houses shipping overseas, Alterwitz defends the practice. He notes that exchange rates and the limited number of orders make it a relatively small issue. "The big six are writing this policy that would make albums for sale [online] only in the U.S., and I think it's very shortsighted for them to concern themselves with these onesies and twosies," says Alterwitz. "To be honest, the bulk of product going overseas is stuff not available in the country it's being ordered in. "We're not selling U2 to Australia," he adds. "It's the deep, hard-to-find catalog. Nobody is going to screw up the international marketplace by shipping one piece of the Dire Straits catalog to Malaysia." While most agree that Sound Delivery had done a commendable job in helping pioneer online music retailing, a simple lack of competition has given it fertile ground to grow roots. The largest potential threat to Valley, the Alliance One Stop Group, has been too busy sorting out its financial troubles to make an effective push into the online arena. However, Alliance VP of new business development Rob Lensman says the company is on the verge of a major turnaround. "It's not a surprise to anyone that Alliance has taken its financial punches, but the bout is about to change in a positive manner," says Lensman. "We will be coming out of Chapter 11. "Up until this point, we've been developing the process necessary to get this business in order," he adds. "That's all been conducted and done, and now we're ready to turn the switch on." In addition to a recent announcement that Alliance would be providing fulfillment for the highly trafficked Ultimate Band List site (www.ubl.com), Lensman hints that the company will soon be fulfilling Internet orders for a significant traditional retailer. Its trump cards, he says, are ownership of the All Music Guide--a vast music encyclopedia that includes reviews, discographies, CD artwork, and other items commonly found at online retail sites--and what Alliance calls "real-time order processing." With that system, consumers are instantly informed whether an online purchase is in stock or needs to be back-ordered. Meanwhile, some companies--such as Amazon.com, which recently began to sell music online--are considering handling fulfillment themselves. Regarding Valley's more distant future, executives from the aggressive one-stop met more than two years ago to consider where the company would fit in a digital-download world. "That's looking far down the road," says Alterwitz. "But it figures there would be an opportunity for someone like us already involved in indie distribution to act as an aggregator, offering to store product in digital form and download to consumers on their behalf." LANGUAGE: ENGLISH LOAD-DATE: April 28, 1998 ****************************************************************** Article #2 ****************************************************************** Copyright 1998 Billboard Publications, Inc. Billboard AUGUST 08, 1998 SECTION: RETAIL TRACK: Majors Debate Whether To Go Direct With Net Retailers LENGTH: 806 words BYLINE: BY ED CHRISTMAN BODY: Online music retailing continues to gather steam as more bricks-and-mortar merchants launch World Wide Web sites, intensifying competition. But even without the influx of music specialty chains to the already-crowded online market, Internet-only merchants continue to make retailing on the Web a high-stakes game. Take, for example, Amazon.com, which opened for music business June 11. Every day on its home page Amazon.com offers a different title with a 40% discount. On July 20, the featured album was Semisonic's "Feeling Strangely Fine" on MCA. That $16.98 title was offered to consumers for $10.18. In addition to that sale offer, Amazon offers its top 100 sellers for 30% off. Some of Amazon's competitors are a little miffed and called Retail Track to complain that the retailer's strategy violates the majors' minimum-advertised-price (MAP) policies. Actually, it doesn't. That's because Amazon doesn't buy directly from the majors and instead has to rely on a subdistributor as its main supplier, which, according to sources, is Valley Media. Since Amazon buys from Valley and not the majors, it is not subject to their MAP policies. (To the best of my knowledge, Amazon is the only online merchant that has tried to get "open," or open a direct account, with the majors. CDnow and N2K have yet to try, sources say.) The reason Amazon is buying from Valley despite its best efforts to get open with the majors is that at this point in time, most music manufacturers are reluctant to sell directly to online merchants. Five of the six majors say they are wrestling with the notion of opening direct accounts with online merchants. The sixth says that it has yet to give the issue any thought one way or another and has yet to process Amazon's credit application. For those who are debating the issue, their reluctance appears to stem from two issues. First, the majors have long been hellbent on protecting the geographic integrity of the copyrights they hold. In other words, just as they cracked down on U.S. one-stops shipping albums overseas, now they appear intent on stopping online merchants from selling product across borders. Over the last year, most, if not all, of the majors have extended their export policies to include online merchants. One way to resolve the selling-overseas issue could be by not opening the online merchants as direct accounts. In order to get open, the online merchants may have to find some way to placate the majors on the overseas issue. Let's suppose one way would be to build a warehouse in Europe--CDnow just announced plans to do so. Another way might be to sign an agreement saying that its ability to buy directly from a major is contingent on the online merchant refraining from selling product overseas. But once the overseas issue is resolved, the second issue that has to be addressed by the majors is what constitutes advertising on the Internet. That's important in order to determine if the online merchants are abiding by MAP policies. So in the case of Amazon, does the daily 40% discount constitute advertising? In my opinion, it would be an advertisement, and in this case a MAP violation, because it is on the home page of the Web site. That's kind of like hanging a "40% discount" sign for the Semisonic album in a store window. The same goes for Amazon's 30% off the top 100 titles. Not only does that offer come across like a sign in the window of a store; it also feels like a hit-wall advertisement. So if the 30% off brought a title under the MAP, it would constitute a violation, under my interpretation. On the other hand, if an Amazon customer does an artist search for, say, Jimmy Page & Robert Plant, resulting in a price for the duo's "Walking Into Clarksdale" album being displayed on the screen, that to me seems like a bin price and therefore not an advertisement. However, some might argue that if a customer obtained a price from a Web site run by a music specialty merchant and then, instead of buying the album online, bought it at that chain's store, the price would have been functioning as an advertisement. Another issue that needs to be resolved is how to factor shipping and handling charges into the online advertising mix. In my opinion, if shipping and handling charges brought the Semisonic title to $13.18, it would still be a violation of MAP. That's because the 40% discount results in a $10.18 price. Clearly, Amazon is using that price as an advertisement to lure the consumer into making a purchase. So in my interpretation it would constitute a map violation. But let's not forget that all this speculation is only my interpretation and that these issues are still under discussion by the majors. As for what executives at Amazon think in regard to the above issues, they didn't return calls seeking comment. LANGUAGE: ENGLISH LOAD-DATE: July 28, 1998 ****************************************************************** Article #3 ****************************************************************** Copyright 1998 McClatchy Newspapers, Inc. Sacramento Bee July 8, 1998, METRO FINAL SECTION: BUSINESS; Pg. C3 LENGTH: 129 words HEADLINE: VIDEO OUTLETS TO CLOSE BYLINE: Bee business staff BODY: Valley Media Inc. said it will close five video sales offices in the East in cost-cutting and corporate streamlining moves. The giant Woodland-based prerecorded music and video distributor will close sales branches in Cleveland; Buffalo; Bristol, Pa.; Landover, Md.; and Louisville, Ky. Customers will be served by sales offices in Woodland, Pittsburgh, Boston or Jersey City, N.J. The company also named Bradley Squires to the newly created job of director of national accounts, video rental. It also promoted Michael Fallone to vice president of marketing. He will be responsible for managing staffs in Woodland and Jersey City as well as corporate-wide marketing programs. Valley Media has combined music and video sales of annual sales of $583 million. ******************************************************************** Well, I actually had about over 150 articles and numbers of official business reports. But I figured if you can't be convince by these three articles, I'm never going to succeed. A client list of that consist of Amazon.com, CDnow, Music Boulevard, Blockbuster, Camelot, E Music, and Best Buy; annual sale of 583 million dollars - if that doesn't do it, nothing will. So will TSIG deliver music? Are all the customers going to be stuck with Musiccards and not get their cds until three months later or not at all. You be the judge.

To: Ditchdigger who wrote (23747)	4/4/1999 11:53:00 AM
From: Ellen	Read Replies (2) \| Respond to of 44908

"Employee Benefit and Consulting Services Compensation Plans The Company currently has in effect three separate Employee Benefit and Consulting Services Compensation Plans: 1) The "Visitors Services International Corp. Employee Benefit and Consulting Services Compensation Plan" (the "VSI Plan"); 2) the "TeleServices International Group Inc. Employee Benefit and Consulting Services Compensation Plan" (the "TSIG Plan"); and 3) the "TeleServices Employee Benefit and Consulting Services Compensation Plan" (the "TeleServices Plan"). The VSI Plan covers 17,500,000 shares of common stock, the TSIG Plan covers 10,000,000 shares of common stock, and the TeleServices Plan covers 20,000,000 shares of common stock. All shares covered by all three plans have been registered on seven separate Form S-8 registration statements." .... "Under all plans the Company may issue shares of common stock and/or grant options to purchase common stock to qualified consultants, advisors, officers, directors and employees of the Company and its subsidiaries." How many of these have been issued?

To: Ditchdigger who wrote (23747)	4/4/1999 11:53:00 AM
From: Zbyte	Respond to of 44908

*Contnued DD* To: Steve Lin (3026 ) From: Steve Lin Saturday, Aug 1 1998 2:29AM ET Reply # of 23752 Comprehensive Reports on TSIG - Part IV : Misc but Relevant Info ******************************************************************** Misc Info #1: Detailed information about the management team. ****************************************************************** Alyce A. Cucurullo, who has served as a management consultant to the Company since April of 1998, will become the Company's Chief Operating Officer. She has an established track record in the teleservices sector with experience in Call Center Operations, Sales and Account Management, Information Systems, Accounting and Finance, Human Resources and Purchasing and Facilities Management. Previously, Ms. Cucurullo served as Executive Vice President, Chief Operations Officer and Chief Financial Officer of IQI, Inc. from 1991-1997 (formerly, Edward Blank Associates, Inc., the fifth largest inbound/outbound teleservices agency in the country). While at IQI, Ms. Cucurullo oversaw the day to day operations, while creating and executing an accelerated growth strategy that included the evaluation of potential acquisitions, the re-engineering of call center technology, the construction and staffing of new call centers, and concluded with all activities associated with the sale of the company. She also served as the primary point of contact to several of IQI's larger accounts, including the largest account, AT&T. Catherine I. Krell, who has served as a marketing consultant to theCompany since August 1996, was named Vice President of Marketing Communications.Ms. Krell has extensive marketing experience in the tourism, hospitality andconsumer products industries. Her accomplishments include the repositioning andmarketing of Los Angeles to increase tourism, the repositioning of HiltonHotels, and new product introductions for Warner Lambert, Scott Paper Products,and Hills Bros. Coffee. Ms. Krell has held senior management positions withmajor advertising agencies in New York and Los Angeles, McCann Erickson, Inc.and J. Walter Thompson. She was named one of twelve Outstanding Women inAdvertising in the United State by Adweek magazine. Ms. Krell headed her ownmarketing consulting company, Marketing Directions, Inc. Timothy J. Heidemann was named Vice President of Call CenterOperations. He brings with him over 15 years of experience in teleservices callcenter and direct mail/direct marketing channel management. Mr. Heidemann'strack record of producing optimal performance from call centers is a directresult of his ability to combine operational expertise and strong motivational<PAGE>and leadership skills. Mr. Heidemann consulted to AT&T's largest inbound clients, including Continental Airlines, Amoco Motor Club, Mead Data and Thompson Vacations. He was responsible for managing the center review process for these clients and presenting and implementing the resulting recommendations relative to workforce management and overall call center performance and profitability. Mr. Heidemann's extensive experience includes telemarketing sales, customer service, channel and vendor management, as well as "hands-on"management of AT&T's largest consumer acquisition telemarketing program from1994-1996. Jeannie L. Lewin was named Vice President Sales. Ms. Lewin has anextensive hotel sales background with over eleven year of experience in the hospitality industry. Ms. Lewin joined VSI as Regional Director of Sales forthe West Coast in November 1996. She has worked with nationally recognized hotelchains such as Hyatt Hotels & Resorts, Marriott and Hilton Hotels. Ms. Lewin hasspent five years with Hyatt and most recently held the position of Director ofSales & Marketing at the Hyatt Regency Alicante in Anahaim, CA. Ms. Lewin alsoserved as Director of Sales & Marketing at the Hyatt Newporter in Newport Beach,CA and as Associate Director of Sales for the Hyatt Regency Hilton Head, inSouth Carolina. Ms. Lewin has worked closely with many Convention & VisitorsBureaus and Tourism Development Councils on marketing committees and advertisingcampaigns. She is a member of Professional Conference Management Association(PCMA), Meeting Planner International (MPI), and the American Society ofAssociation Executives (ASAE). Richard E. Olson was named Vice President Account Management/CustomerService. Mr. Olson had joined the wholly owned subsidiary, VSI, in July 1995 asVice President of Sales. Prior to that, Mr. Olson served as Regional VicePresident for the International Hotel Academy, responsible for accountdevelopment and revenue growth for The Grand Wailea Resort, Hotel and Spa, Maui,and The Biltmore Hotel, Los Angeles. In this role, Mr. Olson developed salesstrategies, systems and managed the sales campaign. Mr. Olson's diverseexperience includes ten years of service with Hyatt Hotels Corporation. Mostrecently, he served as Director of National Accounts in the Washington, D.C.Hyatt National Sales Office where he was the top revenue producer. In thiscapacity, his responsibilities included Convention and Group Sales for all 86 domestic Hyatt properties. Rumors: It is heard on the grapevine that some top management individual is not working out with the new team. And is actually the cause of many problems that caused the delay of the website. Don't be surprised to see another restructuring as the company gears up for an exciting year. ****************************************************************** Miscellaneous Info #2: Some idea of the hardware TSIG uses ****************************************************************** VSI's Telecommunication System VSI's Destination Service Center is equipped with a sophisticatedLucent Definity Enterprise Communications Server, which provides callsequencing, distribution, and quality-of-answer statistics appropriate to meet the needs of any VSI destination marketing partner. Once a call entersthe ECS, it is directed either to an available Destination Counselor, or to ourLucent Intuity Conversant IVR, which collects additional information from thecaller and then directs the call based on the caller's individual needs--whetherto leave messages requesting a mail response, play custom pre-recordedinformation about the destination the caller is interested in, or route the callto a live Destination Counselor. VSI's staffing is based on the goal ofanswering all live-counselor calls within 25 seconds after the caller is routedto a counseling group. Proper scheduling and accurate, history-basedforecasting, utilizing data provided by our Destination Marketing partners, arean integral part of ensuring that VSI meets this goal. VSI uses both Hertz Technologies (an AT&T re-seller) and FrontierCommunications as their primary long distance carriers. Via Hertz, VSI hasaccess to toll-free services around the world, and Frontier has demonstratedit's phenomenal ability to quickly turn around installation times, routingchanges, and service issues. Their billing analysis software, ExpressView 3.0,is a superior tool for preparing inbound geographic detail analysis for ourDestination Marketing partners. VSI is currently working towards the implementation of Lucent's ExpertAgent Selection ACD software with our current switching platform. This softwarewill allow VSI to custom tailor a Destination Counselor's profile in the ACDsystem by linking specific skills and knowledge areas to their profile. Thesoftware also will allow VSI to link a "skills needed" profile with specificinbound calls, and then match the inbound call to the Destination Counselor bestable to assist that caller. This will be a powerful tool with which VSI will beable to further enhance the service we provide our Destination Marketing partners. Management intends to link VSI's reservations system software to theworld-wide travel agency networks, known as CRS's (computerized reservationssystems) to generate additional revenue. Such a link would allow any travelagent serviced by the CRS to seek information concerning CVB participatingproperties and to book reservations for their clients at any participating CVBproperty in the VSI system. Such bookings that would be booked as "tourproducts" are typically booked through travel agency CRS's, except that the datasource is the VSI system. However, VSI does not have an agreement to link itssystem with any of the travel agency CRS's, and VSI can give no assurances thatany such agreement could be negotiated on terms that would be satisfactory toVSI, if at all. Rumors: It is also heard on the grapevine that new additional speedy demoniacal machines had been added or upgraded the older ones in anticipation of the upcoming need. ****************************************************************** Disclaimer: Although I do my best to present the facts and evidence and have made it very plain when it is an assumption or rumor, I am still human. I will not claim this report infallable from error. If you find errors or misrepresentation, please let me know. I will be happy to revise it and let everyone know about it. ********************************************************************

To: Ditchdigger who wrote (23747)	4/4/1999 11:55:00 AM
From: Zbyte	Respond to of 44908

*Continued DD* To: JEFF BERRY (3146 ) From: Steve Lin Tuesday, Aug 4 1998 9:50PM ET Reply # of 23754 Comprehensive Report on TSIG -- Part V(b): Concerns And Risks that Have Been Expressed By Jeff A. Berry On the Thread - Fact or Fiction? ; Truth or Distortion? ====================================================================== ============== Cornerstone #2: Gordon's sale of 6,480,000 shares ============== JAB CLAIMS that TSIG's crash-and-burn future can be foretold in the selling activities of Gordon. Let's take a look at this. === [ fact # 3 ] === In S-8 (6/25/98), it is documented " On December 8, 1997, Mr. Gordon was granted a total of 7,000,000 options to purchase common stock under the Plan, exercisable at $0.15 per share, expiring on December 31, 2002. The shares underlying these options were registered for reoffer and resale pursuant to a reoffer prospectus filed in conjunction with a Form S-8 Registration Statement (Registration No. 333-52271) filed on May 8, 1998, which registered 12,000,000 shares issuable under the Plan. All such options have been exercised and 6,480,000 underlying shares have been sold pursuant to the earlier reoffer prospectus by Mr. Gordon. The remaining 520,000 shares are included in this reoffer prospectus for possible reoffer and resale." === [ fact # 4 ] === It is also documented in the S-8: "On April 20, 1998, Mr. Gordon was granted an additional 7,000,000 options to purchase common stock under the Plan, exercisable at $0.15 per share, expiring on April 30, 2003. The shares underlying these additional options are being registered hereunder for possible reoffer and resale, which may be made on a continuing or delayed basis in the future. At the date of this Prospectus, Mr. Gordon has not exercised any of these additional options." So far, here are the facts: Gordon sold $6,480,000 pursuant to the reoffer prospectus by Gordon ; and he's registered to be able to exercise 7,000,000 options. So far he hasn't exercise the 7,000,000 shares yet. =================================== Some Background on the Form S-8: =================================== Let me at this point give you some background regarding the SEC documents referred to hereafter. All this information is documented in Exhibit 5C : Security Act of 1933 -- Employ Benefit Plan Release # 6188. S-8: This form is used for the registration of securities to be offered to an issuer's employees pursuant to certain plans. Gordon's options, granted by the Employee Option Plan of TSIG, need to be registered through S-8 before he can exercise them. Along with the S-8, Gordon can register a reoffer prospectus which would grant him the ability to sell the exercised shares registered in the S-8. Gordon is defined by the SEC as an "affiliate" of the TSIG because he has a "control" relationship with the company. (Meaning he is an insider) All his shares then are defined as "controlled" shares === [ JAB's Distortion # 2 ] === Mr. Gordon sold the 6,480,000 share into the open market in small oddlot numbers. He is going to sell the rest 7,520,000 shares the same way, because he knows TSIG is going to bankrupt. The above statement is reinforced by Gordon's past with Phoenix Informations Systems. He's done the exact same thing before. Ok. Once again this is another arrogant, invective, inpudent lie. Let's look at it in more details In more than one messages, JAB has claimed the first 7,000,000 shares exercised by Gordon pursuant to the reoffer prospectus filed along with Form S-8 can be sold in the open market. That's the foundation of most of his other accusations. (Reply #1538, Paragraph 2 ; Reply # 1533, Paragraph 1) ================== Here is the fact JAB distorted: ================== Under the Security Act of 1933, an "affiliate's" exercised "controlled" shares can be sold in two ways: 1) to the public pursuant to Rule 144 or 2) to private "market savvy" private parties pursuant to the reoffer prospectus filed in conjunction with the S-8. === Here is an excerp of section VI of Exhibit 5C ==== "VI. RESALES BY PLAN PARTICIPANTS A matter of major concern to participants in a pension or profit-sharing plan is the tradeability of securities received by them under the plan. That is, can the securities be freely resold without restrictions or not? The next two sections will attempt to resolve the uncertainty that may exist regarding this issue. c A. Registered Plans Many plans register the securities offered and sold by them on Form S-8 or some other appropriate registration form under the 1933 Act. Generally, such securities are freely tradeable upon distribution to participants, unless the person acquiring the securities is an affiliate of the issuer. Thus, participants in a registered plan who do not have a control relationship with the issuer may resell the shares or other securities acquired by them under the plan without any restrictions. Affiliates are in a somewhat different position because their control relationship with the issuer subjects them to the same disabilities regarding registration that [103] would attach to the issuer if it tried to sell the securities. Such persons may resell their shares publicly either pursuant to an effective registration statement or pursuant to Rule 144 n177 under the 1933 Act. Affiliates also may resell the securities in a private transaction, provided it is understood that the purchaser is acquiring restricted securities which are subject to the same limitations on resale that applied to the seller. " === Here is an exerp of the May 8th S-8 === "In addition, management and others have acquired and may acquire in the future shares of Common Stockregistered on Form S-8, which shares may be sold, subject to compliance with state securities laws, by NON-AFFILIATES without restriction, and by AFFILIATES (including management) either (i) pursuant to Rule 144 but without regard to theholding period or (ii) pursuant to an effective reoffer prospectus filed for theForm S-8." ================= poisontaster's assessment of JAB's Cornerstone #2 ================= I can't believe JAB had the audacity to distort this obviously undistortable fact. Gordons options were registered with the form S-8 along with its reoffer prospectus. They were exercised and sold.....but not to the public. FACT ************** GORDON COULD NOT SELL THE SHARES INTO THE OPEN MARKET WITHOUT FILING A FORM 144. *************** A look at TSIG's 144 filings will show no Robert P. Gordon as a registrant. biz.yahoo.com If what JAB claims is true then, all the employees of corporations across the country don't need to register Forms 144 and can all, through reoffer prospectus, dump their newly exercised stock into the open market in small odd lots so no one can notice. You tried to sell that, JAB? If that is not the most imperious and blatant misrepresentation and manipulation, I don't know what is. I don't know if I should continue anymore. I feel I may be wasting everyone's time. But for those of you who care to read on, I'll touch upon more misrepresentations by JAB in the long period of time he's been onboard. Toward the end, I will also give my assessment on the issue of cashflow and some other valid concerns. ================= Examples of JAB's Bashes based on Distortion #2 ================= === Reply # 1528 === "On May 8th The day you could first begin selling your first 7 million shares the price of TSIG stock was on a rapid uptrend, fast on its way to reaching Gamblers prediction of a dollar a share. On that May 8th Friday the stock began the day gapping up from the previous days close rising to a high of over .70 a share when suddenly for no explainable reason a major sell off began to occur. The stock price plummeted. The TSIG bulls responded by buying more and more of these "cheap" shares (or so they seemed at the time). every time the bulls began to reverse the downward spiral BAM! another major sell of....." "Mr. Gordon, a) Why should TSIG shareholders lock away their shares while sitting back watching the stock price tumble as you profit at their expense? b)Now that your unloading of TSIG has become a matter of public record what kind of signal do you think that sends to other insiders who have already filed 144's to sell shares of TSIG stock? Ready,Set,Go!?" === Reply # 1533 === "Topfuel, I beg to differ with you. Stock that is registered for sale on an S-8 as was the case with Mr Gordon's may be sold without restriction pursuant to an effective reoffer prospectus filed for the form S-8, which Mr Gordon has complied with on 5/8/98." === Reply # 2650 === (This entire long message is an elaborate bash based on Distortion #2. I won't post it. Please look it up) ============== Additional Misinformation from JAB =============== At this point, I would like everyone to open up Exhibit 5D: Addendum to the Asset Acquisition of CCI One piece of evidence that JAB claims to support his assumption about TSIG's cashflow "crisis" and Gordon's "untrustworthiness" is the $2,250,000 that TSIG needs to supply CCI for the new venture. Gordon stated, as reported by gambler, that the fund has been distributed to CCI for in anticipation of the ad campaign and other expenses. JAB CLAIMS that Gordon is either lying or are making "unwise" decision because: (Reply 1380) =================== The $2,250,000 Obligation to CCI ==================== As one of JAB's arguement for the cashflow crisis is the fact that TSIG needs to provide CCI with up to $2,250,000 of working capital for this new cd venture to work. Before we get into my evaluation of how TSIG is going to get its money. Let's take a look at some of JAB's attempts to cast doubts and fear through the use of this particular information. Here are some of his statements. ===(Reply #1990, Paragraph 13)=== "In the midst of this cash crisis environment TSIG entered into an agreement to provide $2,250,000 in cash to CCI. Based on the interview with Darrell Piercy CEO of CCI with Vista Quest it is apparent that CCI will need this cash since the advertising budget for 98 has been established at $2,000,000." ....."Why would such a payment be made when CCI had yet to fulfill its obligation to provide audited financials for TSIG's approval?" Even in June 19, 1998, JAB is still claiming that TSIG needs to pay CCI and Darrel Piercy $2,250,000. When the 8-K published in May 14, 1998 irrefutably disprove his claim. I would like everyone to open up Exhibit 5D: Addendum to CCI's Asset Acquisition. If you like you can also look at Exhibit 5E: Asset Acquistion of CCI (in its totality). ===[ fact #5 ]=== It is in plain English that the TSIG agrees to fund the BUYER (CCI of Delaware, a subsidiary of TSIG) not the SELLER (CCI of Nevada, now called DP Enterprises). ===[ distortion #3]=== It is obvious JAB mispresented ,again, documented facts. TSIG does not have to pay CCI of Nevada $2,250,000. It does not create doubt on the wisdom of Gordon if he paid CCI of Delaware, a TSIG's subsidiary, that $2,250,000 in order to prepare for opening of the cd business. JAB once again distorted the facts. Even so, what about the cashflow issue? Where does the money come from? ====================== So, where does the money come from? ====================== Gordon has stated in his Conference Call interview with gambler (Reply #1594) that there are two sources to increase the needed working capital. 1) His 5 million loan to TSIG. 2) A private placement which will raise $7.5 million Let's take a look at this situation in more details. Now we know the beta website is built but not yet completed. We know that TSIG signed an agreement with Valley Media Inc, ENZO Audio Imaging, and MUZE Inc. We know that TSIG did not give CCI of Nevada any cash but a pending 6 million shares of TSIG pending the audited financials. We know that TSIG, as of 3/31/98, has current asset of $485,506 and current liabilities of $6,733,191. We know that TSIG's CCI's going to need about $2,000,000 for the marketing campaign. We know that so far the Private Placement for $7.5 million has not happened yet. <<POISONTASTER'S ASSESSMENT>> So by my rough estimations, TSIG needs about $8.5 million between now and the marketing of the website. (According to the financials in the 1st 10-Q) There are definitely ongoing expenses: the building of the website, payroll, monthly overhead etc.How much is the building of the site? Is it paid yet? We don't know. Let's assume that it is partially paid. Where is the money coming from? Gordon has made some inconsistent statements that will leave many issues to our own judgement call. 1) Gordon stated in the June 4 CC (Reply 1015) with gambler and Beeblebrox that "the $5 million shouldn't be needed because the private placement is near completion. But we know that the private placement has not happen yet or has not been announced yet as of 8/3/98. Where is the money coming from? My assessment is that the private placement was delayed. Gordon anticipated that his loan was not needed when he made that statement in the CC. But since, without the pp, his loan remains the only logical answer. It is very logical, that right now it is his $ 5 million that is fueling the company. The fact that Gordon did not sell his shares to the publc; though it doesn't prove, but it makes more likely that Gordon is telling the truth when he said the shares were sold to private investor(s) in order to raise the cash for his loan to TSIG. There is one inconsistency JAB brought up about that possibility: the 13D. Schedule 13D needs to be filed with SEC when any one entity or individual acquires more than 5% of the company in any class of stock. As of June 25, no 13D has been filed by Gordon. There is one possibility that could explain this contradiction: that the 6,480,000 shares, which in June 24 constituted 14.7%, were sold to serveral individuals or entities which leaves any one of them holding less than 5%. That is a speculation. You will have to make up your mind whether this possibility is more likely ; or the scenario painted by JAB: that the $5 million loan is a front; Gordon somehow sold it (we know it can't be public); delayed the 13D; and is selling the 7,520,000 shares as we speak. 2) Gordon has said that the private placement was near completion more than 2 months ago. We know that a private placement is definitely needed. We need ~$8.5 million. Even if Gordon's $5 million is indeed there, we are still short $ 3.5 milion. We do have a cashflow problem; and the private placement or some other financial solution needs to happen. If we have more info -- for instance, the latest 10-Q -- we would have a better chance of evaluating if it is possible to get by without the Private Place -- that is assuming Gordon's $5 million is there. ============= Additional Concerns to be Addressed ============== ============== The IRS Crisis (?) ============== Throughout JAB's posts (#905, #380, #1423), his claim that TSIG is facing a cash crisis is founded on, among others, the IRS debt. The IRS debt is a matter of public record. Gordon has acknowledge the debt in his CC (Reply 1015). But one indication of the status of the debt, assuming the interview in Reply 1015 is accurate, is Gordon's response to the IRS question. In his CC interview with gambler and Beeblebrox, Gordon confirmed a debt owed to IRS. He also states that the debt will be paid off as soon as the Private Placement is completed. He said "The IRS will be paid off as soon as the PP is completed." So we have an idea that it is not paid off yet. JAB has made claims that this debt to the IRS "totaled a staggering 7 number figures" (Reply 1380, Paragraph 1) I have yet find any information on the amount owed. However, we do have a way of sounding whether this is a big problem. When you IRS Employor Account becomes delinquent, the first step IRS does is to put a lien on the company -- so call Federal Tax Lien. The full name of TSIG is Teleservice International Group. The Federal Employor Identification Number of TSIS is 59-2773602. I pulled a lien search on Lexis-Nexis (Exhibit F). I did a search on TSIG's FEIN: 59-2773602 and an exact name search (Teleservices International Group) Both came up with 0 documents. To be sure, I pulled another search on keyword "teleservices" -- there are 166 companies with the word "Teleservices" as part of their name that are liened by the municipal, state, or federal government. TSIG is not one of them. TSIG does not have a lien as of July 15th 1998. If IRS was not paid off or if an satisfactory arrangement has not been made between the IRS and TSIG, there would have been a lien. For the fun of it I pulled a lien search of Robert Gordon. There are 13 liens with the name Robert Gordon in it. Gordon of TSIG is not one of them. <<POISONTASTER'S ASSESSMENT>> I believe Gordon when he says that the TSIG is in good terms with the IRS. I believe that the amount owed is not "7 number" figures. I believe the above two assumption because if either case is not true, there logically should be a lien. IRS will not mess around. Look through Exhibit F, see for yourself how much you have to owe to get on the lien-list. So does it threaten TSIG's ongoing concern, as JAB claimed, I don't believe so. ================= Past and Ongoing Lawsuits Against TSIG ================= This issue has been touched upon many times in the past. Exhibit 5G lists all the lawsuits and judgements past and on-going. The lawsuits do document two facts that concerns the cashflow issue in question : 1) Loss of clients 2) cash liability. In Reply #1015, Gordon claimed: " that the statements 10K and 10Q do not reflect completely accurate #'s for their liabilities. For example, there was a phone bill for $400k that they were overcharged on and that they actually only owe $70k. They were incorrectly billed. As another example, there was a piece of software listed on the liabilities for $600k that has never worked. Those are just a few examples, but Gordon says that the liabilities listed can be reduced to a figure of about $1.4-1.5 million which brings it to a very manageable #. Gordon assured us that the liabilities are not overwhelming at all. The situation looks much worse on paper than it actually is. " You'll have to evaluate that statement along with all the proceeding make your own conclusion. =================== Gordon's Past History ================== I will address this issue in full with another chapter to this report. JAB has made quite a few claims about Gordon's past. :his involvement with Phoenix Information Systems, Harvest International, and Teleservices International (a separate company). Here are some facts though: 1) Phoenix Information System went bankrupt. 2) There was a "cease and desist" order placed against Gordon. Again, I will address this issue in the Part VI of this report. =============== postlude =============== If it please all, (I wouldn't imagine that you'd be pleased, Jerry), I'd like to post another quote by JAB: "I do not seek to embarrass anyone, especially if their motives are sound. I would prefer not to post a contrarian rebuttle and addendum to the fine work that you have performed. It would be far more beneficial if the factually based risks and concerns were addressed head on by yourself. Thus providing a true picture of balance." (PM to me) Jerry, thank you for the suggestion and the opportunity to allow me to do a thorough research on your past messages. As you can see, I took your brilliant suggestion for the title of Part IV: Concerns and Risks that have been Expressed on the Thread. I took the liberty of entitle you of the title, since I find that it is mostly expressed by you. Thank you for you kind attempts to "guide" me along towards a fair and objective research. I'm sure all the old and new investors will appreciate it. I must admit, since I'm new to the thread(s), I still couldn't master the fine eye of subtle omission and brave misdirection. I took your encouragement to do the research on my own but I will promulgate to all that Jerry had no hand in it. I did it on my own. I hope you would like the report -- since you're it's progenitor-- as I don't intent to embarass anyone. I hope I have provided a true picture of balance. Thank you, with all sincerety, old timer. Respectfull, as always, poisontaster.

To: Ditchdigger who wrote (23747)	4/4/1999 11:57:00 AM
From: Zbyte	Respond to of 44908

*Continued DD* To: JEFF BERRY (3146 ) From: Steve Lin Tuesday, Aug 4 1998 9:51PM ET Reply # of 23755 Comprehensive Report on TSIG - Exhibit 5A: A list of all Jeff A Berry's Posts: On the old thread ====================================================================== Reply #905 Message 4676758 Reply #910 Message 4680203 Reply #971 Message 4715006 Reply #975 Message 4715718 Reply # 1380 Message 4942112 Reply # 1387 Message 4957510 Reply # 1422 Message 5008680 Reply # 1423 Message 5008731 Reply # 1525 Message 5044707 Reply # 1528 Message 5045322 Reply # 1533 Message 5045484 Reply # 1534 Message 5045651 Reply # 1546 Message 5049244 Reply # 1549 Message 5050421 Reply # 1552 Message 5051584 Reply # 1614 Message 5073835 Reply # 1990 Message 5188398 Reply # 2650 Message 5272073

To: Ditchdigger who wrote (23747)	4/4/1999 11:58:00 AM
From: Zbyte	Respond to of 44908

*Continued* To: JEFF BERRY (3146 ) From: Steve Lin Tuesday, Aug 4 1998 9:52PM ET Reply # of 23756 Comprehensive Reports on TSIG - Exhibit 5B: Revolving Credit Loan Agreement (between Gordon and TSIG) ====================================================================== Due to length limitations the rest of this agreement can be found in the 10-Q (5/20/98): sec.gov ====================================================================== REVOLVING CREDIT LOAN AGREEMENT THIS REVOLVING CREDIT LOAN AGREEMENT (the "Agreement"), is made this 23rd day of April, 1998, by and between TeleServices International Group Inc.(the "Borrower"), and Robert P. Gordon ("Lender"). WHEREAS, Borrower is desirous of borrowing sums from time to time up toan aggregate amount of Five Million Dollars ($5,000,000) from Lender in the form of a revolving line of credit; WHEREAS, Lender is willing to provide the above-described loans to Borrower on the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, the parties agree as follows: 1. Terms of Revolving Credit. Subject to the terms and conditions of this Agreement, Lender hereby agrees to establish a revolving credit facility (hereinafter, the "Revolving Credit") in the maximum amount of Five Million Dollars ($5,000,000) in favor of Borrower on the following terms and conditions: a. The term of the Revolving Credit shall begin on the date hereof and shall end on April 22, 1999, unless accelerated pursuant to Section 5 hereinbelow (the "Repayment Date"). b. Concurrently herewith, Borrower shall execute a Revolving Credit Master Note in favor of Lender in the face amount of Five Million Dollars ($5,000,000) (the "Note"), payable on or before the Repayment Date, in the form attached hereto as Exhibit A and incorporated by reference herein. c. Advances under the Revolving Credit may be made, at the discretion of Lender in accordance with the terms of this Agreement, at any time prior to the Repayment Date upon receipt by Lender of oral or written request therefor from Borrower; at no time shall the aggregate obligation of Borrower to Lender exceed One Million U.S. Dollars (US$1,000,000). Borrower may at any time prior to the Repayment Date repay all or any part of said loans under the Revolving Credit and subsequently receive further advances, consistent with the terms and conditions hereof. d. Principal amounts due under the Revolving Credit shall bear interest and shall be payable in accordance with the terms of the Note. e. Borrower may prepay under the Note at any time in any amount without premium or penalty. f. Amounts borrowed under the Revolving Credit shall be used for the purposes specified in Section 9.a(2) of this Agreement. 2. Fees and Expenses. Borrower agrees to reimburse Lender for all out-of-pocket costs and expenses incurred by Lender in connection with this Agreement and the making, protection, enforcement and collection of all amounts ---------------------------------------------------------------------- REVOLVING CREDIT LOAN AGREEMENT Page 1 of 7 advanced under the Revolving Credit. These costs are to include all costs and expenses incurred in enforcing the rights of Lender under this Agreement whether or not upon the occurrence of any Event of Default (hereinafter defined). 3. Promises to Pay. Borrower promises to pay to Lender when due, whether by normal maturity, acceleration or otherwise, the entire outstanding principal amount of the Revolving Credit, together with interest, and all other amounts payable by Borrower to Lender hereunder, including costs of collection. 4. Repayment of Principal and Interest in Common Stock of Borrower at Option of Lender. Lender shall have the right to demand payment from Borrower of all principal and interest due and payable hereunder and under the Note, in whole or in part, in the form of restricted shares of Common Stock of the Borrower. The number of shares of Common Stock of the Borrower that would be issued to Lender in payment of any amount due to Lender would be determined by totaling all principal and interest due (the "Amount Due") as of the date that payment is due and demand for payment may be made under this Agreement (the "Demand Date") and dividing the Amount Due by fifteen cents ($.15). Lender would be required to execute such other documents and make such other representations and warranties as may be required for Borrower to issue the securities to Lender; and Borrower would not be required to issue shares of Common Stock if doing so, in the opinion of Borrower's legal counsel, would result in any violations of applicable securities laws. Any shares of Common Stock of Borrower that may be issued shall be restricted and all certificates shall bear a standard "Rule 144" restrictive legend. 5. Events of Default; Acceleration. Any or all of the liabilities of Borrower to the Lender in connection with the Revolving Credit shall, at the option of Lender, be immediately due and payable upon the occurrence of any of the following events of default (each of which shall be hereinafter referred to as an "Event of Default"): (a) default in the payment, when due or payable, of any obligation of Borrower under this Agreement or the Note; (b) if any representation or warranty by Borrower hereunder is not complete or accurate at any time that any advances are outstanding hereunder; (c) failure of Borrower after request by Lender to permit the inspection of books or records of Borrower; (d) issuance of any injunction or of an attachment or judgment against any property of Borrower that is not discharged within thirty (30) days after issuance; (e) the insolvency of Borrower, or the filing of any bankruptcy, reorganization, debt arrangement or other proceeding or case against Borrower under any bankruptcy or insolvency law or commencement of any dissolution or liquidation proceeding against Borrower, any of which is either consented to or acquiesced in by Borrower or remains undismissed for sixty (60) days after the date of entry or the commencement by Borrower of a voluntary case under the federal bankruptcy laws or any state insolvency or similar laws, or the consent by Borrower to the appointment of a receiver, liquidator, assignee, trustee, custodian or similar official for Borrower or any of its property, or the making by Borrower of any assignment for the benefit of creditors or the failure by Borrower generally to pay Borrower's debts, as the case may be, as they become due; (f) a change in the condition or affairs (financial or otherwise) of Borrower that in the opinion of the Lender increases Lender's risk in connection with the Revolving Credit or impairs the prospect of timely payment of the Revolving Credit; (g) default in the performance of any obligation, covenant or agreement contained or referred to herein or in the Note; or (h) failure of a "Condition of Lending" described hereinafter in Section 7. For purposes of the Section 5, an Event of Default by any subsidiary of Borrower shall be deemed an Event of Default by Borrower...................... (rest can be found in the 10-Q) The rest can be found 3151- 3153. this is old hat folks...