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Re: None

Thursday, 10/10/2002 8:59:06 AM

Thursday, October 10, 2002 8:59:06 AM

Post# of 227
Steve Collins, I think you have some explaining to do. The more one digs into this report, the more one finds all sorts of sweet deals, and inter-relations between the board members and their relatives and their companies, etc. In other words I see a lot of "inbreeding".

"In December 2000, the Company entered into a transaction with Talk Visual Corporation ("TVCP"), a corporation controlled by Michael Zwebner, the brother of Charles Zwebner. Pursuant to this transaction, TVCP agreed to purchase between 51% and 60% of the outstanding shares of our common stock in exchange for $.50 in cash and four shares of TVCP common stock for each share of
our common stock. In addition, TVCP agreed to loan to us $1 million. As part of this loan amount and in anticipation of closing this transaction, TVCP advanced us $450,000.

Subsequently, this transaction failed to close and an agreement was entered into on June 30, 2001 which provided for the conversion of the outstanding balance of the initial $450,000 advance ($366,000) into 202,758 shares of our common stock along with our further obligation to issue to TVCP, or otherwise arrange for TVCP to receive, an additional 202,758 YAK shares in exchange for 8,241,600 TVCP shares. As of December 28, 2001 this transaction was completed. As part of this stock exchange, Overseas Development Holdings Limited, an affiliate of Michael Zwebner, exchanged 82,758 YAK shares for 3,364,221 TVCP shares. The balance of 120,000 YAK shares was exchanged by a third party shareholder of our company for 4,877,379 TVCP shares. As of December 28, 2001 there are no remaining outstanding agreements, liabilities or obligations between TVCP and our company.

http://www.secinfo.com/dV5Ff.3bpb.htm#1stPage




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