Zecotek Photonics Inc ZMSPF

RE:RE:RE:RE:RE:Convoluted Mess

[Pandora]

One thing about talking mostly to yourself on here is that it gives you a chance to go back and correct your blatherings without it being interrupted by other comments.

My last post I was using 38 million as the total number of shares after consolidation but now that I go back and read the news release again (and get more confused) I realize the wording is:

"Pursuant to the letter of agreement, it is proposed that Zecotek will acquire 100% of the outstanding shares of BirdView by issuing approximately 38 million post-consolidation shares of the Company to shareholders of BirdView."

So, to gain 100% of Birdview they will issue 38 million shares to the shareholders of Birdview. But I do not see where they say how many post-consolidation shares in total there are. I do know that 164M outstanding shares divided by 40 equals 4.1M shares. You cannot take 38M out of 4.1M???

Going from there and to add to my confusion they then make this statement:

"it is expected that former shareholders of BirdView will hold approximately 72% of the shares of the Company and existing shareholders of the Company will hold approximately 7.8% of the shares of the Company."

It would certainly help if they were to distinguish between "new company" and "old company".

To make more sense to me the above statement should say " will hold approximately 72% of the shares of the new Company and existing shareholders of the old company will hold 7.8% of the new company."

Assuming that the term "the Company" in the first instance of referencing shareholders of Birdview refers to the newly minted company then 38M would be 72% of the total shares of "newco". That would imply that there are 52,777,778 post consolidation shares.

7.8% would then be 4,116,667 shares.

And 20.2% for the new financing is 10,661,111 shares

But again I have to ask how did they get 52.8M post consolidation shares on a 1 for 40 consolidation of 165M o/s?

Even a simple thing like ZHS indicating the "holding" company in the news release -- it is not described as an entity in the MD&A. There it refers to ZPS as being the holding company.

And with all the words regarding subsidiaries in the MD&A there is no mention of Birdview so I would think it is strictly a Faouzi instrument.


I am at a loss so will now give up and give you all a reprieve of my ramblings and will wait for some kind of clarification of all this. If they ever give one.