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To: David Sirk who wrote (2934)	5/8/1999 3:54:00 PM
From: Lucky Charm	Read Replies (2) \| Respond to of 5541

Hi David... thanks for the Great Post... here's something from RB that is being discussed over there and my comment's on it... you are right how all they seem to have is this scare tactic of the Private Placement Paper. AZRAEL,(From RB) quoting you here..... "Why would they sell that many shares that they dont have? Unless they know there are Millions of shares coming into the market from PPs done over the last few months. You give the company some MONEY, They issue you some cheap ### shares that can be exercised after a certain time. Then after so many have been sold. Lets do a reverse split and start all over again." PUBLIC OFFERING VS. PRIVATE PLACEMENTS Corporate securities can reach the hands of investors through either public offerings or private placement. In a public offering, securities are distributed (SOLD) to the investing public-at-large, frequently through a network of broker-dealers, to achieve the broadest distribution to the greatest number of investors. When one or more large institutional investors express interest in a new issue, PRIVATE PLACEMENTS may be made instead of A PUBLIC OFFERING. PRIVATE PLACEMENTS occur when the institutional buyer, using an investment banker, purchases securities from the issuing corporation. Because private placements INVOLVE NO SALES TO THE PUBLIC INVESTORS, they are generally exempt from the registration requirements of The Securities Act of 1933. In the PRIVATE PLACEMENT MARKET, the transaction size per buyer is typically quite large and the buyers tend to be INSTITUTIONAL ACCOUNTS RATHER THEN INDIVIDUAL RETAIL CUSTOMERS. But private placements may also involve sales to small groups of individuals especially in conjunction with the distribution of limited partnership program securities and certain commodity pool offerings. Private Placements are further broken down in "Regulation D" which basically states that a security generally is NOT required to be registered with the SEC if it is offered to no more than 35 nonaccredited investors or to an unlimited number of accredited investors. I guess what I am asking here is that due to the fact that private placements are not required to be filed with the SEC, where is your information coming from that there are infact private placement shares out there and this scenario of yours "after so many have been sold, let's do a reverse split and start all over again" comes from?? Is this just an uneducated, stab in the dark opinion of yours or do you in fact have such proof to back up your claim of Private Placements??? I'm just so tired of people spewing off unsubstantiated CRAP with no proof to back it up... I am not saying that that there are not any private placements out there, I don't know, so I'm not running my mouth about it, I much rather base my investment decisions on FACT not FICTION or FANTASY... However, those that do make such claims should also be made to back them up. I think we should also start enforcing FACTS instead of giving into the brainless tactics of the bashers.