FALSE STATEMENTS BY AN OFFICER OF UCSY
Michael J. Zwebner, CEO of UCSY
Materially False Public Statements Regarding Ownership in
Entities Doing Business with Talk Visual Corporation
1. Michael J. Zwebner ("Zwebner") was founder, Chairman and a significant shareholder (directly and indirectly) of Talk Visual Corporation (Ticker = "TVCP") from September 1998 to June 2002. TVCP is a publicly traded Bulletin Board company.
2. Zwebner has been Chief Executive Officer of Universal Communications Systems, Inc. (Ticker = "UCSY") since November 2001. UCSY is a publicly traded Bulletin Board company.
3. TVCP's 2001 10-K, filed with the SEC on March 29, 2002, stated that TVCP…
"has provided certain administrative, technical and operational support and loan advances totaling $715,950 to TV Telecommunications, Ltd., a United Kingdom corporation, Videocall of Canada, Inc., a Canadian corporation, Videocall Israel, Ltd., an Israeli corporation, and Videocall of Belgium, Ltd., a Belgian corporation. These entities are directly or indirectly associated with Michael Zwebner or members of his family." (Exhibit I).
4. TVCP's 2002 Proxy Statement, filed with the SEC on July 17, 2002, further stated that these services and loan advances were provided…..
"From 1998 to 2001". (Exhibit II).
5. The TVCP 10-K filed on March 29, 2002 was the first time that TVCP disclosed that "These entities are directly or indirectly associated with Michael Zwebner or members of his family," even thought these services and loan advances were provided "From 1998 to 2001."
6. On July 24, 2002, Zwebner verified in a post by him on the Raging Bull Internet Message Boards for UCSY that he posted under the alias "MICHAELJ123":
"All my postings have been done by ONE stated alias only, namely : "MICHAELJ123"."(Exhibit III).
7. On August 20, 2000, in a materially false public statement, Zwebner, as founder, Chairman and significant stockholder of TVCP, posted on the Raging Bull Internet Message Boards for TVCP that:
"I have NO interest or partnership or shareholding in any other companies involved in TVCP." (Exhibit IV).
8. The paragraphs above show that, even though TVCP had provided services and advanced loans to entities directly or indirectly associated with Zwebner or members of his family during the period 1998 to 2001, he failed to disclose this material information to the public stockholders during this period and, in fact, made materially false public statements on August 20, 2000 by publicly denying that he had "any interest or partnership or shareholding in any other companies in involved inTVCP."
EXHIBIT I
TALK VISUAL CORP
Form: 10KSB Filing Date: 3/29/2002
"The Company has provided certain administrative, technical and operational
support and loan advances totaling $715,950 to TV Telecommunications, Ltd., a
United Kingdom corporation, Videocall of Canada, Inc., a Canadian corporation,
Videocall Israel, Ltd., an Israeli corporation, and Videocall of Belgium, Ltd.,
a Belgian corporation. These entities are directly or indirectly associated with
Michael Zwebner or members of his family. As of December 31, 2000, $386,396 of
this amount and had been reserved and at December 31, 2001, all balances due
from these entities had been fully reserved and expensed as the Company does not
expect these entities to continue as going concerns. Accordingly, the Company
recorded a charge of $373,295 in the results from operations for the year ending
December 31, 2001. "
EXHIBIT II
TALK VISUAL CORP
Form: DEF 14A Filing Date: 7/17/2002
"From 1998 to 2001, we provided certain administrative, technical, operational support and loan advances totaling $715,950 to TV Telecommunications, Ltd., a United Kingdom corporation, Videocall of Canada, Inc., a Canadian corporation, Videocall Israel, Ltd., an Israeli corporation, and Videocall of Belgium, Ltd., a Belgian corporation. As of December 31, 2000, $386,396 of this amount had been reserved and at December 31, 2001, all balances due from these entities had been fully reserved and expensed as we do not expect these entities to continue as going concerns. Accordingly, we recorded a charge of $373,295 in our results from operations for the year ending December 31, 2001. "
EXHIBIT III
Raging Bull Internet Message Board For UCSY
Post #2257 (July 24, 2002)
MICHAELJ123
By: MICHAELJ123 $$$$$
24 Jul 2002, 09:32 AM EDT Msg. 2257 of 2268
TO ALL READERS AND POSTERS
As a general rule, I do NOT read this or any other chat line. On the odd occassion that I have posted a message or reply to a question to other posters, it has been done using my ONLY alias, "michaelj123".
Over the past couple of days, I have received a number of emails asking me if I was posting under any of a number of other aliases.
Let me state for the record, I DO NOT POST, OR CAUSE TO BE POSTED, ANY MESSAGES, REPLIES OR COMMENTS by ANY alias whatsoever, and have never done so in the past.
All my postings have been done by ONE stated alias only, namely : "MICHAELJ123".
Any person claiming to be posting in my name or on my direction is a liar, and is doing so with false, illegal and malicious intentions.
Michael Zwebner - Chairman
Universal Communications Systems Inc.
EXHIBIT IV
Raging Bull Internet Message Board For TVCP
Post #74655 (August 20, 2000)
MICHAELJ123
By: MICHAELJ123 $$$$
Reply To: 74639 by Tanglewood $$ Sunday, 20 Aug 2000 at 10:05 PM EDT
Post 74655 of 74675
TANGLEWOOD
First of all, I'm glad you are NOT the Worm.....
In answering your question, No, Overseas Communications Limited has NOT sold one sinlge share, not in the last 6 months, and NOT in the past 18 months.It too has under my direction and advice accumulated and continues to accumulate shares.
I have NO interest or partnership or shareholding in any other companies involved in TVCP.
Like I stated in my previous statement, I and my friends and associates are INJECTING cash into the company, not selling or getting out.
Michael
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