Verus International Inc (VRUS)

[GermanCol]

Let me give you my input, I think we are on the same side, but I don't agree with the calculation. I think the situation is much better. The price you calculated is not the price they paid per share. They haven't yet paid a price per share and we still don't know what is the price they are going to end up paying per share. This is because it will depend on the share price for the 30 days before each conversion. So what I expect is that the investor is going to end up paying much more per share than the number you calculated and the amount of shares converted are going to be much less than 925,925,925.

From the SC 13D you can see that 925,925,925 shares would have been the number of shares if they would have converted at the date of issuance. In that case, the calculation would have been done taking into account the minimum price for the 30 days before that date (if you look at those days, the prices were much lower than now).

Link to SC 13D (See pg.6)

The shares issuable upon conversion of the Note are subject to anti-dilution protection. As of the date of issuance, and assuming the “Recapitalization”, as defined in Item 5 herein, takes place, the Note would have been convertible into 925,925,925 shares of Common Stock at issuance.

So this is very good news from two points of view, less shares to be issued and more amount paid per share by the investor. With the Price increasing there is a win - win situation, because as price increases we benefit as shareholders and the investor gets more incentive in conversions. He is not getting a high incentive from discount, because it is too low (10%), so the other option he has is to get it through Price per share. Incentive per share = Discount % * Share Price. This formula also incentivates the investor to keep the shares waiting for higher prices instead of dumping them to the market after conversions.

VRUS