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To: afrayem onigwecher who wrote (393)5/26/1999 1:37:00 AM
From: Craig Richards  Respond to of 1440
 
Now that Corsaire has finally filed its reports, investors can get a better idea of NetCommandTech's value. NetCommandTech is essentially the combination of 3 individual companies - Baraka Intracom, Modern Telenet, Ltd., and Satellite Access Services.

From the latest 10-QSB:

On February 19, 1999, Baraka Intracom, Inc., a California corporation, sold certain assets, consisting primarily of intellectual property, to a subsidiary of the Company. The price for these assets was $510,000, based on $10,000 cash and the stipulated value of 50,000 shares of the Company at $10.00 per share. Of this value the purchase agreement allocated $450,000 to the intellectual property, including software, a license agreement, trademarks and other property. The remaining $50,000 is consideration for a 5-year non-competition provision of the agreement.

On February 19, 1999, fifty-one percent (51%) of Modern Telenet Ltd ("Telenet") was purchased by the Company. Telenet was founded on anuary 13, 1999 and was established with capital of 50,000 British Pounds divided between 24,500 A shares and 25,500 B shares at one British Pound per share. The Company bought the 25,500 B shares. Additionally, the Company is obligated under an option agreement to purchase the 24,500 A shares from the holder of the stock or assignees, at a price that the founder of Telenet and the Company may agree or, failing agreement, a formula based on net income of Telenet. The business of Telenet and the technology acquired are known as video streaming which allows a computer the ability to transmit video and audio signals over the Internet.

On April 26, 1999, the Company entered into an agreement, subsequently amended in May, to acquire the issued and outstanding common stock of Satellite Access Systems, Inc. ("SAS"), a privately held Florida corporation, with its principal place of business in St. Petersburg, Florida, in exchange for 2,352,942 shares of common stock. This transaction is conditioned upon the completion of due diligence by the Company of SAS's intellectual property, no later than June 10, 1999. SAS is involved in the development of ultra high speed satellite and Internet communications software and protocols for the world wide transmission of voice, data and video signals.

So the value of Baraka and Modern Telenet is less than $1 million, but the company believes that Satellite Access is worth somewhere around $62 million, as that is market value of the stock offered for the company on April 26th. So the total value of the 3 parts of NetCommandTech is less than $100 million. Today there are about 15 million shares outstanding, giving NetCommandTech a market cap of $300 million. Why is the total market cap many times greater than the sum of the individual values? This makes no sense.

Regards,
Craig



To: afrayem onigwecher who wrote (393)5/26/1999 1:45:00 AM
From: Craig Richards  Read Replies (1) | Respond to of 1440
 
Is NCDR a valid corporate entity? This snippet from the latest 10-QSB seems to cast some doubt on its legal validity:

(6) Status of Entity
During the course of preparing the delinquent Forms 10-QSB and Forms 10-KSB for the period from December 1, 1996 through December 31, 1998 and the 10-QSB for the quarter ended March 31, 1999, present management uncovered the following:

(i) that the State of Delaware requires that the revival and renewal of a Certificate of Incorporation of an administratively dissolved corporation be effectuated through the execution and filing of a certificate on the authority of those who were the directors of the corporation at the time of its expiration;

(ii) that prior management under its president (Paul L. Parshall) apparently did not file such a certificate, but instead filed an original Certificate of Incorporation under the same name as the dormant corporation which was to have been revived (Acunet Corporation) and continued to file reports with the SEC under the SEC file number of the non-revived company;

(iii) that the prior president had, on other occasions, incorporated new companies with the same name as dissolved (or dormant) companies that had common stock registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), continued to file reports under the non-revived companies' file number, and in the process, issued a significant amount of shares in these companies to himself; and

(iv) that in September 1996, the Company's prior president until March 1995, had been enjoined by the United States District Court of Utah (SEC v. Axiom Securities Solutions, Inc. and Paul L. Parshall, Civil Action No. 2-96CV-08245J) from violating the anti-fraud provisions of the federal securities laws and was barred from serving as an officer or director of a company filing reports with the SEC. In addition, in September 1996, he was the subject of administrative proceedings before the SEC barring him from participating in penny stock offerings and association with a broker/dealer, investment company, investment advisor, transfer agent or municipal securities dealer.

The Company, validly existing as a corporation under Delaware law, while continuing to report under SEC File No. 0-17772, has determined to file a Form 10-SB covering its common stock in order to properly register its common stock under the Exchange Act and correct the existing deficiency.


comment: Yes, the company has determined to file these forms to correct the deficiency, but will the SEC agree that this fixes previous errors?