MTS International, Inc. - Page 5

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            July and August 1986, but could not verify the amount of                                   
            receivables.  Petitioner analyzed the financials and bank                                  
            statements Morze gave him and concluded that they did not make                             
            financial sense.                                                                           
                  In December 1986, ZZZZ Best went public.  Its stock began to                         
            be publicly traded on the National Association of Securities                               
            Dealers Automated Quotations (NASDAQ).                                                     
                  2.    1987                                                                           
                  By April 1987, petitioner thought that Minkow and ZZZZ Best                          
            stock were legitimate because of the December 1986 public                                  
            offering of ZZZZ Best stock, Minkow’s appearances on talk shows                            
            and in business magazines, and other institutions’ purchases of                            
            ZZZZ Best stock.  Petitioner bought 60,000 shares of ZZZZ Best                             
            common stock for $912,560.69 in early April 1987.  He sold the                             
            60,000 shares on or before April 15, 1987, for $1,014,621.75,                              
            resulting in a profit of $102,061.06.                                                      
                  Minkow spoke with petitioner frequently from late April                              
            to mid-June 1987 to encourage petitioner corporation to buy                                
            $1,269,328.80 of ZZZZ Best receivables.  Minkow thought                                    
            petitioner might buy some of ZZZZ Best’s receivables.  Minkow                              
            told petitioner that ZZZZ Best’s stock was one of the best NASDAQ                          
            stocks, but he did not try to sell ZZZZ Best stock to petitioner.                          
                  Minkow held a press conference on May 28, 1987, to respond                           
            to a newspaper article alleging wrongdoings by him.  He announced                          





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