Mark Tolner, Alexander H. Walker, Jr.,
Michael J. Zwebner & John Daly:
Transactions between Related Entities, Removal of Legends from Restricted Stock, Sale of Restricted Stock & Transfer of Funds to Foreign Entities
1. Alexander H. Walker, Jr. ("Walker") owns and controls Nevada Agency & Trust Company ("Natco") with his wife, Cecil Ann Walker. Mr. Walker's daughter, Amanda Cardinalli, also is an officer of Natco. (Exhibit B).
2. John Daly is a principal shareholder of Whyteburg Ltd. (Exhibit E). Michael J. Zwebner is currently Chairman of TVCP, CEO of UCSI and President of Hard Disc Café, Inc.
3. Walker, through Natco, was the Transfer Agent of DCI Telecommunications, Inc. (ticker: DCTC). John Daly, through his Whyteburg Ltd., was an initial investor in Cardcall International, which was merged into DCTC. The stockholders of Cardcall International became major stockholders and substantial warrant/option owners of DCTC. Michael J. Zwebner, together with his brother Charles Zwebner, was the founder and a Senior Executive of Cardcall International.
4. There was considerable controversy about the removal of legends by Natco from restricted DCTC common stock owned by, and directly benefiting, many of the original investors of Michael J. Zwebner's CardCall International.
5. Thereafter, Walker become a Director, Transfer Agent (through Natco), General Counsel and Secretary of many of Michael J. Zwebner's related companies, including the following six companies: TVCP, OPTG (formerly SECT), SLPH (formerly Film World, Inc.), EnterTech Media Group Inc., UCSI (formerly WLGS) and Hard Disc Café, Inc.
6. Walker and his family and affiliated entities have received considerable amount of compensation in the form of common stock shares from these six Michael J. Zwebner related companies listed in paragraph 5 above.
7. John Daly was Chairman and a major stockholder of Film World, Inc., now SLPH. John Daly is now Chairman and a major stockholder of EnterTech Media Group Inc. Mark Tolner is President and CEO of EnterTech Media Group Inc.
8. John Daly's Whyteburg Ltd. is an investor in both EnterTech Media Group Inc. and TVCP.
9. There have been many transactions between these Michael J. Zwebner related entities involving the exchange of common shares.
10. On March 16, 2000, two of these entities, TVCP and EnterTech Media Group, Inc. announced a major transaction whereby a significant amount of common shares of these two entities would be exchanged. (Exhibit E).
11. Walker is a Director, Transfer Agent (through Natco), General Counsel and Secretary of BOTH of these entities, TVCP and EnterTech Media Group, Inc.
12. During the third quarter of 2000 EnterTech Media Group Inc. closed two exchange of share transactions whereby it issued a total of 5.666 million EnterTech common shares for 3.0 million TVCP common shares and 10.0 million WNRG (now ASEQ) common shares. In addition, EnterTech issued another 3.5 million EnterTech common shares to Cullen Trading Ltd., a foreign based investor in all of Michael J. Zwebner's entities for the "introduction" of the TVCP deal. (Exhibit B & C).
13. The 3.0 million TVCP common shares and 10.0 million WNRG common shares received by EnterTech Media Group Inc. were RESTRICTED shares. (Exhibit B & G).
14. EnterTech Media Group Inc. carried these TVCP and WNRG common shares in its books under the heading of "Investments - Securities" with a value of $3.5 million as of September 30, 2000. (Exhibit A).
15. The December 31, 2000 10-K and subsequent SEC filings by EnterTech Media Group show that the "Investment - Securities" account was reduced to $9,606 from $3.5 million. (Exhibits C & D).
16. The December 31, 2000 10-K also shows that the 10.0 million EnterTech Media Group common shares issued by EnterTech Media Group during the 3rd Quarter of 2000 were issued for CASH. (Exhibit C).
17. Paragraphs 15 & 16 above imply that EnterTech Media Group sold its TVCP and WNRG for cash during the fourth quarter, only a few months after it had received these RESTRICTED common shares.
18. EnterTech Media Group filed with the SEC a Rule 144 intent to sell 3.0 million common shares of TVCP on March 5, 2001, at least 2 months after its balance sheet showed that it has already sold these 3.0 million shares. The broker of record for EnterTech Media Group on the potential sale of these shares was Thomson Kernaghan, a now defunct Canadian brokerage firm, which has been sued many times for shorting common shares of securities of U.S. Companies. (Exhibit H).
19. EnterTech Media Group Inc. stated in it's 2000 10-K that it had never paid cash dividends to stockholders. (Exhibit C).
20. The 3rd Quarter 10-Q for EnterTech Media Group shows EnerTech Media Group had a loan outstanding to John Daly's Whyteburg Ltd. of $1.3 million as of September 30, 2000. (Exhibit A). Subsequent SEC filings show that the Whyteburg Debt was paid off by EnterTech Media Group by March 31, 2001 ($0.9 million paid off by December 31, 2001 (Exhibit C) and most of the balance by March 31, 2001 (Exhibit D). This occurred even though EnterTech had very little in terms of revenue during these periods.
21. These events imply that Walker's Natco removed the legends of several million dollars worth of TVCP and WNRG RESTRICTED common stock securities owned by EnterTech Media Group during the fourth quarter of 2000, only a few months after EnterTech Media Group had received these RESTRICTED securities. These securities were then sold by EnterTech. Further, at least $1.3 million of the cash generated from the sale of these securities was transferred to an offshore entity, Whyteburg Ltd., controlled by EnterTech Media Group Chairman and long time Walker and Zwebner business associate, John Daly.
22. The Cash Flow Statements for EnterTech for the year ending Dec. 31, 2000 show that EnterTech received proceeds of $2.2 million from issuance of capital stock for all of 2000 (Exhibit C), yet the 9 month comparable figure is $3.5 million (Exhibit A), a figure much larger than the 12 month number. The similar figures for the first six months of 2000 for EnterTech were insignificant. This implies substantial "cooking of the books" by EnterTech and its accountants for the year 2000.
23. In addition, there appears to be a significant amount of TVCP and EnterTech Media Group common shares that remain unaccounted for. TVCP has publicly mentioned in it's press releases that it issued 3.0 million TVCP common shares for 3.666 million EnterTech common shares, yet in it's financial statements filed with the SEC it uses a figure of 3.333 million EnterTech common shares (instead of the 3.666 million). EnterTech Media Group is using 3.500 million TVCP common shares in certain SEC filings instead of the amount of 3.0 million used by TVCP and 3.0 million used in other EnterTech SEC filings. In other words, in the TVCP/EnterTech transaction, it is not clear whether TVCP issued 3.0 or 3.5 million shares to EnterTech and it is not clear whether EnterTech issued 3.333 or 3.666 million shares to TVCP. (Exhibits A, B, C, F & G).
24. Other than the issuance of common shares between EnterTech Media Group Inc. and TVCP and WNRG, no material revenue generating business ever materialized between these companies.
TABLE OF CONTENTS
FOR EXHIBITS
Page
Exhibit A EnterTech Media Group Inc. 10-Q for Sept. 30, 2000 5
Exhibit B EnterTech Media Group Inc. 8-K 6
Exhibit C EnterTech Media Group Inc. 10-K for Dec. 31, 2000 8
Exhibit D EnterTech Media Group Inc. 10-Q for March 31, 2001 12
Exhibit E TVCP 10-K for Dec. 31, 1999 13
Exhibit F TVCP 10-K for Dec. 31, 2000 14
Exhibit G TVCP 10-Q for September 31, 2000 15
Exhibit H TVCP Rule 144 Planned TVCP Common Stock Sales 16
Exhibit I TVCP October 5, 2000 Press Release 17
EXHIBIT A
ENTERTECH MEDIA GROUP INC
Form: 10QSB Filing Date: 1/16/2001
For the Quarterly period ended September 30, 2000
STATEMENTS OF STOCKHOLDERS' EQUITY
THREE MONTHS ENDED SEPTEMBER 30, 2000
Shares Par Value Paid in Capital
Purchase of 10,000,000 of World Net Resources 2,000,000 $2,000 $1,498,000
Purchase of shares by Cullen Trading, Ltd 3,500,000 $3,500 $171,500
Purchase of 3,500,000 shares of TalkVisual Corp 3,666,000 $3,666 $1,829,334
Issuance of shares of common stock for Services 1,804,000 $1,804 -
BALANCE SHEETS
September 30, 2000
Other Assets
Investments-Securities $3,508,440
Long Term Liabilities:
Loan from Whyteburg $1,312,689
STATEMENTS OF CASH FLOWS
9 Months Ending Sept. 30, 2000
Net Cash Provided by Financing Activities
Common Stock $3,508,606
EXHIBIT B
ENTERTECH MEDIA GROUP INC
Form: 8-K Filing Date: 3/6/2001
A. Talk Visual Transaction
On October 5, 2000, EnterTech Media Group, Inc. announced the formal closing of an agreement between the company and Talk Visual Corporation.
The agreement also provides for an exchange of shares between Talk Visual and the Company. Specifically, the company issued to Talk Visual Corporation 3,666,000 shares of the Company's common stock and Talk Visual issued to the Company 3,000,000 of its common stock.
B. WorldNet Resources Group, Inc. Transaction
On or about August 10, 2000, the Company entered into an agreement with WorldNet Resources Group, Inc.
The agreement also called for the exchange of shares between WorldNet Resources and the company. In this regard, WorldNet Resources issued 10,000,000 shares of its common stock to the company and agreed that 5,000,000 of such shares would be included in WorldNet Resources first registration statement filed with the Securities and Exchange Commission. Also, the company issued 2,000,000 shares of its common stock to WorldNet Resources Group, Inc.
EXHIBIT B (con.)
SHARE EXCHANGE AGREEMENT
Schedule A
Details of Shares to be exchanged by the Parties:
1. Worldnet Resources Group, Inc., shall issue 10,000,000 (ten million) new restricted ordinary common voting shares to EnterTech Media Group, Inc. WNRG agrees that 50% (fifty per cent) of these shall be included in the first registration statement after the date of this Agreement that it files with the SEC.
2. EnterTech Media Group, inc., shall issue 2,000,000 (two million) new restricted ordinary common voting shares to Worldnet Resources Group, Inc.
ADDITIONAL EXHIBITS
Cullen Trading Ltd. CTL is one of the company's shareholders. The principals of Cullen Trading are Jason Tabone and Stephen Hirst.
Nevada Agency & Trust Company. NATCO is the company's transfer agent. Alexander H. Walker, Jr., a director of the company, owns and controls NATCO with his wife, Cecil Ann Walker. Mr. Walker's relationship to NATCO is disclosed in the company's filings with the SEC. Mr. Walker's daughter, Amanda Cardinalli, also is an officer of NATCO.
EXHIBIT C
ENTERTECH MEDIA GROUP INC
Form: 10KSB Filing Date: 7/17/2001
For the period ended December 31, 2000
Dividends:
The Company has never paid cash dividends on its stock and does not intend to do so in the foreseeable future. The Company currently intends to retain its earnings for the operation and expansion of its business. The Company's continued need to retain earnings for operations and expansion are likely to limit the Company's ability to pay dividends in the future.
Recent Sales of Unregistered Securities
On or about August 18, 2000, the Company issued 2,000,000 shares of its common stock to WorldNet Resource Group in connection with an agreement between the Company and WorldNet dated August 10, 2000. The terms of that agreement are disclosed in the Company's Form 8-K filed with the Commission on or about March 6, 2001. Such shares were issued pursuant to the exemption from registration under Section 4(2) of the Securities Act of 1933, as amended.
On or about September 14, 2000, the Company issued 3,500,000 shares of its common stock to Cullen Trading LTD in exchange for consulting services rendered to the Company in connection with the Company's agreement with TalkVisual Corporation. Such shares were issued at the rate of $0.10 per share. Such shares were issued pursuant to the exemption from registration under Section 4(2) of the Securities Act of 1933, as amended.
On or about September 14, 2000, the Company issued 1,804,000 shares of its common stock to Mark Tolner, the Company's president in exchange for his services to the Company. Such shares were issued pursuant to the exemption from registration under Section 4(2) of the Securities Act of 1933, as amended.
On or about September 27, 2000, the Company issued 3,666,000 shares of its common stock to Talk Visual Corporation in connection with an agreement between the Company and Talk Visual dated October 5, 2000. The terms of that agreement are disclosed in the Company's Form 8-K filed with the Commission on or about March 6, 2001. Such shares were issued pursuant to the exemption from registration under Section 4(2) of the Securities Act of 1933, as amended.
EXIBIT C (con.)
BALANCE SHEETS DECEMBER 31, 2000
OTHER ASSETS
Investments - Securities $9,606
OTHER LIABILITIES
Loans Payable $399,146
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY FOR THE YEARS ENDED DECEMBER 31, 2000
Stock Issued for Cash 10,970 $493,332
STATEMENT OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2000
Cash Flows Investing Activities
Purchase of Securities (9,166)
Cash Flows Financing Activities
Proceeds from issuance of capital stock $2,151,565
a) Directors and Executive Officers
Alexander H. Walker, Jr. 75 Secretary and March 1999 to present Director
Mr. Walker also in an owner of Nevada Agency and Trust Company, the Company's transfer agent
EXIBIT C (con.)
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT -------------------------------------------------------------------------------- (a) 5% Shareholders: The following information sets forth certain information as of May 22, 2001 about each person who is known to the Company to be the beneficial owner of more than five percent (5%) of the Company's Common Stock:
Common Talk Visual Corporation 3,666,000 16.3% 3550 Biscayne Blvd. Miami, FL 33137
Common WorldNet Resources Group 2,000,000 8.9% 4052 Del Rey Ave, #108 Marina Del Rey, CA 90292
From time to time, the Company uses office space at the offices of Nevada Agency and Trust Company, the Company's transfer agent. Alexander H. Walker, Jr., an officer and director of the Company, is an owner of Nevada Agency and Trust Company. Though the Company uses Nevada Agency and Trust's services, amounts paid by the Company do not total more than $60,000 per year.
Also, John Daly, Mark Tolner and Alexander H. Walker, Jr. can be deemed as promoters of the Company. They have received compensation from the Company as disclosed below.
NOTE 8- SUBSEQUENT EVENTS
The company issued 1,000,000 shares of stock to Brian Volkermyr in October of 2000, and 275,000 shares of stock to Walker Crisp Wendell Beck in anticipation of cash input. The stock to Vankermyr was returned to the treasury in May 2001, The stock to Walker , Crips Wendel and Beck has not been paid for, we therefore did not consider these stocks in the valuation of the Stock Account.
EXIBIT D
ENTERTECH MEDIA GROUP INC
Form: 10QSB Filing Date: 7/20/2001
For the Quarterly period ended March 31, 2001
BALANCE SHEETS
March 31 2001
ASSETS
Other Assets
Investments in Securities $9,606
Long Term Liabilities:
Loan from Whyteburg $814
STATEMENTS OF STOCKHOLDERS' EQUITY
Stock issued for cash 10,970,000 $10,970 $493,332
EXIBIT E
TALK VISUAL CORP
Form: 10KSB Filing Date: 4/13/2000
For the fiscal year ended December 31, 1999
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On March 16, 2000, the Company signed an agreement to purchase a 25% interest in Entertech Media Group, Inc. of Hollywood, CA. Under the terms of the agreement, the Company will exchange 3,000,000 common shares for 3,666,666 shares of Entertech Media common stock. Entertech's Chairman is John Daly, who is a principal shareholder of Whyteburg Ltd. At the time of the Merger, Whyteburg Ltd. was a more than 5% holder of the Company's common stock. The Company has agreed to pay a broker 75,000 shares of its common stock on consumation of this transaction.
EXIBIT F
TALK VISUAL CORP
Form: 10KSB Filing Date: 4/3/2001
For the fiscal year ended December 31, 2000
b. Noncash investing and financing transactions:
For the year ended December 31, 2000:
Issuance of 3,000,000 shares of common stock pursuant to a joint venture agreement with EnterTech Media Group for 3,333,333 shares of EnterTech Media common stock at a total value of $916,470.
On September 27, 2000, the Company issued 3,000,000 shares of common stock in exchange for 3,666,000 shares of common stock of EnterTech Media Group, Inc., pursuant to a joint venture agreement dated April 1, 2000. The transaction was recorded at an estimated value of $916,470, which includes a marketability discount. This transaction is included in Investment In Equity Securities. As of December 31, 2000, the Company owns 15.7% of EnterTech Media Group, Inc.
EXIBIT G
TALK VISUAL CORP
Form: 10QSB Filing Date: 11/14/2000
For Quarter Ending September 30, 2000
b. Noncash investing and financing transactions:
For the period ended September 30, 2000:
Issuance of 3,000,000 shares of common stock pursuant to a joint venture agreement with EnterTech Media Group for 3,333,333 shares of EnterTech Media common stock at a total value of $1,078,200.
(3) Recent Sale of Equity Securities
The Company has issued and sold unregistered securities that have not been previously reported as set forth below. An underwriter was not utilized in any of these transactions. The recipients of securities in each transaction represented their intention to acquire the securities without a view to the distribution thereof. All the issued securities were restricted securities, under Rule 144, or Reg S regulations, and appropriate restrictive legends were affixed to the securities in each transaction.
On September 27, 2000, the Company issued 3,000,000 shares of common stock in exchange for 3,666,000 shares of common stock of EnterTech Media Group, Inc., pursuant to a joint venture agreement dated April 1, 2000. The transaction had a value of $1,078,000 or $0.3594 per Talk Visual common share.As a result of this stock exchange, the Company owns 20.3% of EnterTech Media Group, Inc.
EXIBIT H
RULE 144 PLANNED
TVCP COMMON STOCK SALES
2001-03-05 ENTERTECH MEDIA GROUP INC 3,000,000 Planned Sale
(Estimated proceeds of $195,000)
ENTERTECH MEDIA GROU... N 3/12/2001
3,000,000
THOMSON KERNAGHAN
EXIBIT I
PRESS RELEASE
Talk Visual and EnterTech Complete Transaction With $1 Million Increase to Talk Visual's Balance Sheet.
Issue: Oct 5, 2000
Business/Technology Editors
MIAMI--(BUSINESS WIRE)--Oct. 05, 2000
(OTC-BB: TVCP). TALK VISUAL CORPORATION Chairman Michael J. Zwebner and EnterTech Media Group Chairman John Daly announced today the formal closing of the previously announced agreement with EnterTech Media Group, Inc. The agreement provided for the delivery of movies, music, video and live interactive entertainment over ISDN and DSL telephone lines to homes, businesses and public locations worldwide. In addition, the agreement included an exchange of shares between the two companies, with Talk Visual receiving 3.666 million shares of EnterTech common stock for 3 million of its own common stock.
According to Clint H. Snyder, Talk Visual's Chief Financial Officer, "The completion of this transaction today has added over one million dollars to Talk Visual's balance sheet. Needless to say, we're pleased, as we believe that this represents solid, verifiable progress in our quest for shareholder value."
"The plan is to deliver high-quality entertainment to our TV225 videophones in the United States and Canada," said Mr. Zwebner. "Any location served by ISDN or in due course DSL will be able to enjoy a substantial selection of movies and other content on demand in the not-too-distant future. As a result of this transaction, Talk Visual becomes a part owner of a film library with rights to some 500 movies. All these will become available to our videophone customers."
EnterTech Media Group, Inc. is a Hollywood-based film company headed by John Daly, the world-renowned film producer. His successes include his company's films achieving 21 Oscar nominations, and winning 13 Oscars. These include winning unprecedented back-to-back Best Pictures Awards for "Platoon" and "The Last Emperor." The agreement calls for EnterTech to provide all general content, including movies, documentaries, TV programs, children's programs, news programs, and other content directly through the videophone into the home television.
ABOUT TALK VISUAL CORPORATION
Talk Visual Corporation (OTC-BB: TVCP) is a pioneer in the video teleconferencing industry. It is developing global retail facilities to accommodate the growing video-communications needs of two key market segments: businesses and expatriate ethnic populations. Talk Visual can be reached toll-free at 1-877-22VIDEO within the United States, or at 305 572-0575 from abroad.
A list of Talk Visual's videocalling shops is at www.talkvisual.com. The site allows visitors to order the 4th edition of the company's impressive full-color newspaper. Talk Visual sells pagers at www.beeperforabuck.com. Information on the new Talk Visual TV225 Video-Telephone can be seen on www.thevideotelephone.com. In addition, visitors are directed to visit the company's home page at www.talkvisual.com and click on the FAQ section, and or to read the Executive's Corner latest bi-weekly message. The Company's new FREE videocalling sign-up website service is available to public videocall rooms, private and public corporations, and individuals worldwide. The service can be accessed at www.videocallme.com.
Statements in this press release that are not historical including statements regarding Talk Visual's or management's intentions, hopes, beliefs, expectations, representations, projections, plans or predictions of the future are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Such statements include statements regarding the Company's specific and verifiable progress in its quest for shareholder value; the Company's ability to deliver entertainment in the U.S. and Canada via the videophone; the ability of ISDN or DSL enabled locations to receive selected movies and other content on demand; and the Company's ability to make EnterTech's 500 movies titles available to the Company's videophone customers.
It is important to note that the Company's actual results could differ materially from those in any forward-looking statements. By making these forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changes after the date of this release. Factors that could cause actual results to differ materially include whether the actual value of the EnterTech stock equals the one million dollar addition to the Company's balance sheet; whether content and movie delivery over videophones can be successfully implemented; whether EnterTech's 500 movie library will be fully available to the Company's videophone customers, and other risk factors listed from time to time in the Company's SEC reports, including but not limited to, the annual report on form 10-KSB for the year ended December 31, 1999, and the quarterly report on Form 10-QSB for the quarter ended June 30, 2000. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities
