Talk Visual Announces; Chairman's Address to Shareholders.Business/Technology Editors MIAMI--(BUSINESS WIRE)--May 19, 2000 To all investors and shareholders This week, as promised, I have written a report on the latest 10Q, and you will find below some answers to the numerous questions raised publicly on some of the company chat lines and those that I have received from you by emails. This analysis is based on true and factual records and reports, and tells the whole story without any half-truths. First, some basics: The stock issuance. There is nothing in these numbers that should surprise any-one of you. In the merger of last year (June 15th 99) there were some 16 million options issued at average prices of $1. This was fully disclosed and re-disclosed and repeated in each and every filing. Nothing about this was hidden or kept secret. Well, guess what, some of the option holders have exercised their options and paid cash into the company. When the company gets the cash, it issues the stock. The private placements. In August and December of last year, the company secured private placements with overseas investors/subscribers totaling several million dollars. All the cash has been paid into the company. For this cash, shares have been issued. Again, this was disclosed and stated in all the fillings. The repayment of debt. On two occasions last year, we issued stock to settle company debts. Again, all disclosed in filings. Lastly, for my remuneration REMUNERATION. Reward; recompense; salary. Dig. 17, 1, 7. and for settlement of monies owing to owing to prep. Because of; on account of: I couldn't attend, owing to illness. owing to prep → debido a, por causa de me, I elected to accept shares. This transaction, much discussed and incorrectly depicted by some of our colorful posters, was correctly and timely reported. Lets talk about the balance sheet as reported in the 10Q of March 31st 2000. In December 99, the cash balance in the company was $ 287,156; as of March 31st 2000, it was $ 1,048,981. A positive difference of $ 761,825 In December 99, the accounts payables were $ 918,780. On March 31st 2000 the accounts payable dropped to $515,907. A positive difference of $402,873. On the Sacramento Retail Shopping Mall; In December 1999 the company owed (including the mortgage) a total of $4,857,912 On March 31st, 2000 the company owed only $3,964,912 A positive difference of $893,000. In December 1999 our total liabilities were $8,164,067 On March 31st 2000 they were reduced to $6,364,605 A positive difference of $1,799,462. Regarding stock issued. By December 31st 1999 the company had issued 32,060,977 shares By March 31st 2000, the number had increased to 40,707,299 A Difference of 8,646,322, was made up from the following issuances; Issued to preferred holder in settlement of the Toronto Property: 3,150,000 Issued 4,241,000 for the December cash private placement subscriptions (all restricted for one year) Issued 1,100,000 were options exercised. (all restricted for one year) THE BUSINESS Let's now examine some other facts relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the business. THE TV 225 - VIDEOPHONE (1) (VideoPhone) A line of videophones (definition #1 below) from AT&T that were introduced in the early 1990s and later pulled off the market due to poor sales. The first models came with a price tag above $1,000, and a pair were needed. See Picturephone. In the early part of this year, we entered into an agreement with MOTION MEDIA PLC of UK, and agreed to take on the marketing of the MM225, which the company decided to CUSTOMIZE to the TV 225. In addition, we have had to work with Motion Media in making technical changes to the product to accommodate our specific needs. This takes time, and I am pleased to inform you that the first real batch of the TV225s is nearly en route to the USA, and many are already pre-sold. Concurrent with the start of the marketing of the TV225, we have spent considerable efforts and have engaged the best brains in the business to develop the content and entertainment servers that will offer the exciting range of movies, music and other content to TV 225 owners. All this accomplished in the space of a few months, and while we also had to deal with a drop in the markets and a multitude of other issues. Revenues for all the sales of the TV225 will start to flow and will be reported in future filings. RETAIL STORES Some of our more thoughtful posters have asked questions relative to the ownership, sales activities of some of the company's retail locations. Well, the facts are that like in any business. NOT ALL locations are successful, and sometimes we need to close some stores, and open others in other areas. The markets change, and like any other operator of multiple store locations, we need to adjust to market conditions. NOT ALL of the stores that do videocalling are TVCP owned, and for that reason, they are not listed or have their accounts in the 10k or 10Q. If anyone contacts the company, he or she WILL BE GIVEN CORRECT AND ACCURATE INFORMATION. THE SERIES A PREFERRED SHARES Preferred shares Preferred shares give investors a fixed dividend from the company's earnings and entitle them to be paid before common shareholders. See: Preferred stock. . Anthony Heller is an old friend of mine going back some 29 years. My brother and I have asked him to invest in our companies on many occasions and he has always obliged o·blige v. o·bliged, o·blig·ing, o·blig·es v.tr. 1. To constrain by physical, legal, social, or moral means. 2. . But like any other investor he does business and very clearly separates business from friendship. He has invested millions of dollars with our ventures, and I consider him as a world -class investor, always keeping his word and delivering the goods. He continues to be a valuable friend, and a reliable one. It is unfair to even pass comment on his dealings with this company, making false and slanderous slan·der n. 1. Law Oral communication of false statements injurious to a person's reputation. 2. A false and malicious statement or report about someone. v. allegations when the commentators and bashers MAY NOT INVESTED EVEN ONE CENT in the company. Events in Cannes will be reported to you in detail next week. At the time of this weeks chairman's corner going to press, John Daly John Daly is the name of:
tr.v. de·briefed, de·brief·ing, de·briefs 1. To question to obtain knowledge or intelligence gathered especially on a military mission. 2. one another and report to you with a detailed analysis of the current state of play, and the progression of the business. JUSTICE Unfortunately, the issue of the bashers is not yet closed out. Despite attempts to be fair and considerate con·sid·er·ate adj. 1. Having or marked by regard for the needs or feelings of others. See Synonyms at thoughtful. 2. Characterized by careful thought; deliberate. and despite attempts to get the "Raging Bull Bashers" to stop publishing false and defamatory def·a·ma·tion n. The act of defaming; calumny. de·fam  a·to ry adj. information, we have had to resort to the legal system and to
the courts.
It has saddened me that this whole scenario has over the past few months turned into more of a "lets get Michael personally, and bash him" chat line. The digging up of my past, and the on-line publishing of certain aspects of my very personal life is unseemly at best, and improper. I have been in business for over 25 years, and in my travels and business meetings have met many many people all over the world, but I have never in my life had the misfortune to be so abused, so inappropriately, hurtfully, and so unfairly treated by a malicious group of individuals. THE EFFECTS OF THE BASHERS ON TALK VISUAL For the record, there are those Bashers that are purporting to be "bashing bash v. bashed, bash·ing, bash·es v.tr. 1. To strike with a heavy, crushing blow: The thug bashed the hood of the car with a sledgehammer. 2. " for the good of the shareholders, and or for the good of the public, claiming to be doing due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. , yet in fact are doing and have accomplished the exact opposite. By false innuendos they have and are attempting to degrade TO DEGRADE, DEGRADING. To, sink or lower a person in the estimation of the public. 2. As a man's character is of great importance to him, and it is his interest to retain the good opinion of all mankind, when he is a witness, he cannot be compelled to disclose the company, force a drop in the value of the stock of the company, (very likely for their own financial gain) and by doing so, are causing financial damage to shareholders and the company, alike. A drop in the share price only hurts the shareholders. If the stock price is low, then the company will have to further dilute di·lute v. To reduce a solution or mixture in concentration, quality, strength, or purity, as by adding water. adj. Thinned or weakened by diluting. shareholders in order to raise capital and close on acquisitions. This company is still in set-up and development mode, and is trying to close on numerous acquisitions. Bashing may scare away Verb 1. scare away - cause to lose courage; "dashed by the refusal" daunt, frighten away, frighten off, scare off, pall, scare, dash intimidate, restrain - to compel or deter by or as if by threats shareholders, and make new shareholders afraid to invest. Either way, this only further makes shareholders' value fall. We intend to continue on our declared path of building the business and doing everything in our power to appropriately increase the stock value. I, my associates and friends, as well as overseas investors, have shown their true colors (1) Specifically, refers to 16,777,216 colors (24-bit color). See high color. (2) Generically, refers to photo-realistic color (typically requires 24-bit color as a minimum). by INVESTING MILLIONS OF DOLLARS into Talk Visual. We together saved Legacy Software Inc, last year when it was on the verge On the Verge (or The Geography of Yearning) is a play written by Eric Overmyer. It makes extensive use of esoteric language and pop culture references from the late nineteenth century to 1955. of bankruptcy, by injecting millions of dollars into that company. We have taken a public company worth almost zero, to a balance sheet of some $16 million, net assets Net assets The difference between total assets on the one hand and current liabilities and noncapitalized long-term liabilities on the other hand. net assets See owners' equity. in excess of some $7 million, and a market cap from about $2 million to one of about $30 million at current prices. To all our supportive and loyal shareholders, I say to you; Justice will prevail, and I will continue on my mission to build this company and will not be in the slightest way intimidated in·tim·i·date tr.v. in·tim·i·dat·ed, in·tim·i·dat·ing, in·tim·i·dates 1. To make timid; fill with fear. 2. To coerce or inhibit by or as if by threats. or deterred by the actions of the so called "bashers" Again, I repeat, if any of you have any questions, feel free to send them to the company or address them to myself, and I will respond to you. Good luck to all, G-D bless and thank you. Michael Zwebner - Chairman Talk Visual Corp Except for historical information contained herein, the statements in this release (including without limitation, statements indicating that the company "expects," "estimates," "anticipates," or "believes" and all other statements concerning future financial results, product offerings or other events that have not yet occurred) are forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. that are made pursuant to the safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995, Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Additional information on these and other factors are included in the company's Form 10-KSB for the Fiscal Year ended Dec. 31, 1999, as filed with the Securities and Exchange Commission. This release does not constitute an offer to sell securities. |
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