CSMG Technologies, Inc (fka CTGI)

[lowman]

FWIW, everybody:

Don't misread this 8-K filing. This is huge, and I mean HUGE good news for CSMG and us shareholders. To clear up any possible misunderstandings, let me try to explain the two key parts of the document as I see/know it (but I advise reading it yourself as well).

Part 1 is EXHIBIT 10.1, and explains the terms of a $5 million underwriting by Empire Financial Group, to take LTC public as its own free standing company.

Key points are:

a. The offering is a 'firm commitment', not just a 'best efforts' deal, which is a weaker commitment. That means that Empire is committed to raise at least that amount, and I would imagine at least double that;

b. They clearly intend to get the new LTC company listed on a major board, and that means the stock must trade somewhere between $2.50 and $5 per share, depending upon where it's listed. So, no more penny action for LTC!

and c. this will accrue much value to CSMG shareholders, whether we get actual shares in a distribution, or if CSMG becomes the largest shareholder in the new public LTC (the filing is not clear which will occur).

There is a 5% warrant attached to the underwriting, but these warrants will convert into LTC SHARES, not CSMG shares, and they convert at a premium of 120% of the offering price of LTC. So if the stock comes at $5/sh, then the warrant holder has the right over the next 5 years to buy shares at $6/sh. Again - NO DILUTION to CSMG.

Part 2 is EXHIBIT 10.2, and this describes a 'best efforts' offering to place a $3 million bridge financing in the very near future.

A bridge loan or financing, is just that - it is interim financing that is used by the issuing company until a larger financing is completed. There is also a 5% warrant attached to this note, on slightly better terms than the warrant for the IPO, but not a large amount of shares in any case.

The filing doesn't say, or I don't see it, but I would be amazed if the bridge note-holders don't get some conversion rights for shares of the IPO. That is great if so, in that it would make the debt disappear from CSMG's balance sheet, and again would involve NO DILUTION to CSMG shareholders.

In addition, what do you think CSMG is going to do with the $3 million cash? Again, I'm not an insider, but I would imagine they will atleast pay off the Cornell note for $460K (and kiss them goodbye), for starters!

AND (!!!) reclaim the 8 million shares that are now in escrow to Cornell, which could now be used for possible future financings of acquisitions/technologies!!!

PLUS, with these shares back in the treasury, CSMG could convert most, if not all of the $4-$5 mil. in convertible notes on the books to stock, with NO ADDITIONAL DILUTION to the shareholders. Are you beginning to see the discipline and the genius behind Don Robbins, CEO?

That, in a not-so-small nutshell, is how I see the filing. All in all, this is extremely good news and an awesome day for CTUM shareholders.

Buckle up, and enjoy the ride! Our 'spaceship' is finally heading to the moon!