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Re: pkripper post# 125

Monday, 10/30/2006 9:41:36 PM

Monday, October 30, 2006 9:41:36 PM

Post# of 951
Alright Skipper, I see what you mean - this requires some additional explaining:

"Premier Organic Farms Group Inc (OTC Pink Sheets: POFG) on 27 October reported the signing of a definitive share exchange agreement to acquire 100% of the stock of Amstar International Inc. Amstar is a holding company that mainly focuses on the financial and insurance industries. Amstar's stockholders will control of 96.12% of the company after the acquisition is completed, with each Amstar stockholder to receive one share for each share owned in the new company."

What I have read so far:

* There are currently 110 million shares in the POFG float.
* Amstar is a private company, not traded to the public
* The farms part of POFG is becoming a seperate company
* Amstar will merge with POFG, and a name change will occur to Amstar, and the symbol will probably change.

My question:
1) Will the new float be at or under 110 million shares? Could there be dilution in the merger (to Amstar officers or investors)?

2) Since Amstar is a private company, do they already have shares or not? A 1 for 1 "share exchange" is occuring, but I don't think Amstar HAS any shares... unless they are keeping 4% for themselves, and letting we the shareholders keep the other 96% - is this the deal?

If not, within 30 days when the merger is complete this should be a real kicker. I bought in today at .11 BTW. Volatile as hell until the next clarifying PR, for sure, and no clue when that will be.



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