D Mecatronics Inc. (fka DMTA)

[Play_Chips]

The way you have articulated your opinion is a very refreshing manner and you are a great addition to the forgoing D Mecatronics discussion forum.

Although I agree with various points you have made, I am of the opinion that if investors clearly read December 17, 2008 Press Release it indicates that a definitive agreement “MAY” be reached by January 31, 200 Subject to the satisfaction of customary due diligence, and that by no means implicates conviction of that date, which therefore is subject to change (in a positive or negative manner)

The Due Diligence process is comprised of an investigation or audit of a potential investment. Due diligence serves to confirm all material facts in regards to a sale and in no way assures that a transaction will metalize.

Generally, due diligence refers to the care a reasonable person should take before entering into an agreement or a transaction with another party.

Due diligence

An analysis carried out before buying a controlling interest in a company to determine that the conditions of the business conform to what has been said by the sellers. Due diligence can also apply when recommending an investment or advancing a loan to a client. This is not technically a legal phrase, but is based on the notion of avoiding negligence when giving advice.

Furthermore if you reference the Proxy materials made available on December 4, 2007

NOTICE IS HEREBY GIVEN that a Special Meeting of the Shareholders of D Mecatronics Inc.,

To approve the Company’s further negotiation of a non-binding conditional preliminary proposal to purchase substantially all of the Company’s assets or to purchase at least 51% (and up to 100%) of the Company’s outstanding common stock at a preliminary, conditional purchase price of forty nine cents (US$0.49) per share.

Again the objective is/was undoubtedly indicated the Company intends to further peruse discussions and negotiations of a non-binding conditional offer.

What is the Preliminary Purchase Proposal

The Preliminary Purchase Proposal is a series of three written documents submitted to the Company by Investment Group “LesKo.” In a letter dated September 17, 2007, LesKo states that it is a “Russian investment company” and represents an undisclosed client who “charged us to address You [sic] a preliminary proposal.” In a letter dated September 21, 2007, LesKo states that their undisclosed client “intends to make you an offer to acquire the assets of the Company and to start negotiations.” LesKo also stated in its September 21 letter that “the estimation of the cost of the company’s assets (120 million) which has been agreed by us during the discussion seems to be a good base for further negotiations.”

LesKo also submitted an unsigned Common Stock Purchase Agreement dated November 5, 2007, in which it proposed that LesKo would purchase, and the Company would sell, all the common shares of the Company “for USD $.49 USD [sic] per common share for a total price of $119,050,831 USD.” No party has yet signed this agreement. LesKo’s proposals to date are very preliminary in nature and are not binding in any way.

Also listed in the Proxy materials are certain criteria’s which may cause the transaction to not go forward

The occurrence of any event, change or other circumstances that could give rise to a termination of negotiations;

• The inability to close a definitive agreement due to the failure to obtain stockholder approval or the failure to satisfy other conditions to consummation of a definitive agreement;

• The possibility that the Preliminary Purchase Proposal is merely a ruse or tactic and not a bona fide offer;

• The possibility that LesKo’s undisclosed client may not be acceptable to the Company;

• The negotiation of the Preliminary Purchase Proposal may disrupt current business plans and operations and there may be potential difficulties in attracting and retaining employees as a result of the proposal, as announced;

• The effect of the announcement of the Preliminary Purchase Proposal on our business relationships, operating results and business generally;

• The costs, fees, expenses and charges we have, and may, incur related to the Preliminary Purchase Proposal, whether or not the proposal ever results in a definitive agreement and/or a closed transaction; and

• The possibility that the due diligence investigation of either party reveals facts that lead to an alteration or termination of negotiations.

http://www.dmecatronics.com/articles/DMTN_PROXY_Final_DRAFT_12_4_07[5]_36.pdf

All of which had been public information.