Aventura Equities Inc (AVNE): WNSH Restructuring Thoughts… I...

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Tuesday, 07/10/2007 1:08:03 PM

Tuesday, July 10, 2007 1:08:03 PM

WNSH Restructuring Thoughts…

I had read where Martin, from Zhemian Ventures, specialized in Capital Restructuring. So I centered my second conversation on the Capital Restructuring of WNSH after I did some further research too on the topic. I told him that Franco, the new WNSH CEO, had emailed some investors talking about a Capital Restructuring. I told him that within the penny stock world, when we hear the term “Capital Restructuring” we normally think in terms of the share structure changing; normally through a reverse split. I told him that investors are terrified given WNSH’s past history of reverse splits as some people are still spooked.

Martin told me that he has no knowledge of a reverse split with WNSH. That was a positive, but I still know that there are two concepts for the growth of a stock that often gets ignored, especially by CEOs and their personnel/affiliates. There is the concept of “growing your stock” and the concept of “growing your company.” I understand that Martin is on the side of “growing your company” and could very well not be informed if there are plans of a reverse split. Still, I was glad to know he had no knowledge of a reverse split to take place.

I explained to Martin the Capital Restructuring that was done by Schwab last week on 2 Jul 07 and some of the details mentioned by Schwab and other stocks that had done Capital Restructuring. He informed me that the Capital Restructuring for WNSH would be on the same lines as that of Schwab and those other deals I mentioned for things they have done. I got a little excited because from the PR below from Schwab, their Capital Restructuring Program included a special dividend, share buyback plan and debt offerings.
http://today.reuters.com/news/articlenews.aspx?type=businessNews&storyid=2007-07-02T173855Z_01_N...

With this announcement Schwab just made last Monday on 2 July 07, Schwab’s shares rose and closed at $22.00 for their strongest gain of the year.

He did not give me any specific details as I tried to get some exacts, but he told me that when Appletreecapital is referring to Capital Restructuring, they are not making reference to the company doing a reverse split. He said that it involves the things I mentioned to him from my research such as buybacks, transferring of assets from one entity within the company to under another entity within the company under the same ultimate ownership, the sale of certain divisions, etc. He stated that for him to do these things, a reverse split was not discussed as an option. I did believe him although I know that still a reverse split should always be in the back of the minds of shareholders as an option just by being a penny stock.

Below are some links to read for researching Capital Restructuring:

A Law Firm in the UK
http://www.manches.com/practices/corporate/service.php?id=257

ICFAI University Press
http://www.icfaiuniversitypress.org/books/Capital_Restructuring_cc.asp

The DOFASCO Capital Restructuring Program
http://www.dofasco.ca/INVESTORS/2004_annual_report/md_and_a_04.htm#

Dynegy Inc. (NYSE:DYN) Capital Restructuring Program
http://www.encyclopedia.com/doc/1G1-80838994.html

Russell-Stanley’s Capital Restructuring Program
http://findarticles.com/p/articles/mi_m0EIN/is_2001_July_17/ai_76580162

I am by no means saying that I know for a fact that there won’t be a reverse split with WNSH. My point was to show what the term “Capital Restructuring” often means within the investing community and it almost always has nothing to do with a reverse split.

If I had to guess, I think the restructuring will be in the form of Appletreecapital having the Winsted Holdings’ shares transferred into them to still trade as WNSH while having Winsted Holdings transferred into an entity/company within or under Appletreecapital to have a profitable company reversed merged into. Just see it as Appletreecapital and Winsted Holdings changing positions of existence as the ticker WNSH remains with Appletreecapital to continue to exist as a medium to trade within the market.

I think Appletreecapital saw WNSH/Winsted Holdings as its medium to enter into the market to go from a private company to a public company without spending all of the money that would have been required with taking the IPO route.

Given WNSH’s old management and its history, I do see why one would exercise caution. There’s definitely new management with a new direction that will bring about some new history too. I think everyone should at least perform some due diligence (DD) on WNSH to discover certain “positive” facts for them selves and not just take what I post as the gospel. I am looking forward to see how things materialize in the near future.

v/r
Sterling

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