Just trying to digest all of the info. The way I read it, looks like EHSK will be a Integumen stock holding company for a while:
Does the Company expect to distribute any of the proceeds from the Asset Sale to Stockholders?
The Company intends to hold the shares in Integumen Limited as an investment for a minimum of 12 months after Completion to allow for an orderly transition of the technology and products. After the Completion Date, the Company shall not engage in any business activities except to the extent necessary to preserve the value of its assets, transfer its assets and knowhow, wind up its business affairs and give effect to the dissolution of the Company in accordance with the Plan.
The unaudited pro forma combined financial statements give effect to the following adjustments:
(a) This represents the consideration of $4,013,235 less the $100,000 Loan Note and Assumed Liabilities of $416,911 plus Prepaid Expenses of $13,423, settled through the issuance of Integumen shares in accordance with the APA.
(b) Issuance of 214,915,176 shares on the conversion of Accounts payable to and Advances from related parties of $635,455 at a conversion price ranging from $0.01275 to $0.0018 in accordance with the terms as detailed in the respective loan, employment and consulting agreements and 6,049,250 shares on the conversion of Accounts payable of $48,394 at a conversion price of $0.008 at the election of the Company. These conversions occur as a result of the acquisition of substantially all of the Company’s assets under a plan of reorganization as explained in Note 1.
(c) Management estimates a 90% reduction in general and administration and legal and professional expenses as the major activity of the company related to the registration of patents and trademarks, and activities relating to the development of its Visible Youth product line and associated assets. Major types of remaining expenses include audit/review fees, accounting fees and other general and administrative expenses necessary to keep the operations active prior to its liquidation and dissolution.
(d) Management does not expect any marketing expense.
(e) Revised number of weighted average number of shares after taking into account issuance of 220,964,426 shares as explained under b.
(f) Reversal of sales due to the sale of the Visible Youth products and associated intellectual property under the APA.
(g) 100% write-off of goodwill due to sale of Visible Youth Limited under the APA.
So the new amount of fully diluted shares is 327,671,614 now that all notes(debt) is paid off. So it looks like the company will receive 3,030,000 shares of Integumen stock ($1.30 per share) and will have to hold the stock for 12-months before they can distribute them out to shareholders. So the question really is, where do you see Integumen in 12-months time? Will it be at 1lb. per share still or much higher? That will drive your PPS for now...
So essentially you will have .01 shares of Integumen for every share you have of EHSK (3,030,000/327,671,614). I think it's worth the risk/reward to hold and see where this new company goes. Could be big...
"One of the funny things about the stock market is that every time one person buys, another sells, and both think they are astute." - William Feather.
