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Re: Tanne post# 3433

Wednesday, 11/11/2009 3:00:55 PM

Wednesday, November 11, 2009 3:00:55 PM

Post# of 31561
Tanne,

I think my side of the debate using the definition of dilution is better made using simple math.

Let say that you start a company by going public and to keep it simple let’s start the company by issuing an A/S of 100 shares of which 50 of them are kept in reserve and not traded on the open market. Let’s say those shares are valued at $1.00 each on the open market.

By definition of dilution if all shares are sold at once no matter what kind they are then this is your diluted value. This mean if I sold this company having an A/S of 100 shares and a O/S of 50 shares they are still $1.00 each. So they have not been diluted.

Now let’s say that I am about to grow my company and use some of the 50 shares in reserve by selling them on the open market to raise capital. To make it easy let’s just say I put all 50 on the market at once. When I do this and if this causes the PPS of my stock to go down to $0.90 once all 50 shares are sold, then yes you could say this is dilution. But I think it is just the value the laws of supply and demand cause. Company values change minute by minute, day by day at the whims of share holders.

But let’s just say that investors hear that when I am putting these 50 reserved shares on to the market to raise capital to buy out IPA and GKG and they like this decision and think it will be good for the company. Then once those 50 are sold onto the market and the PPS goes to $1.10 p/s then this is not dilution. Because the value of all shares have gone up. Again values of companies are decided at the whims of shareholders.

Now let’s say that IPA and GKG doesn’t turn enough profit to cover expenses right away and I need more capital to keep going. I will then need to raise the A/S by 50 shares, and when I put all 50 share onto the market in knocks the value of the 100 share down from $1.10 ps to half right away at $0.55. It does this because the market value of the company is still the same the day before when it was just 100 shares and now it is 150 shares. By putting the new shares above the A/S onto the market I did nothing to increase the value of the company, I diluted it. This is what I consider real dilution that should concern us all.

But this in not happening with VSPC, our total A/S is already figure into the share price. So if we put some of those reserved shares onto the market it does not hurt the PPS unless the shareholders disagree with why you are putting them on the market. What we are seeing right now is just how natural supply and demand effects share price and even with reserved (or new) shares or a new supply of shares entering the market and has I pointed out there has been 5.6 million put into the market by VSPC that I know off, there is still enough demand to cause an upward trend. So management IMO is being diligent in how many new shares they making available for trading, because they are not killing the PPS by dumping all at once.

Lastly, let’s say I decided to sell this fake company we are using as an example and it has an A/S of 100 shares a total with 50 of those share held in reserve by the owners and 50 shares on the market in the hands of shareholders and it sells for $1.00 a share. That means when the company is sold it is worth at total of $100 or $1.00 per share regardless of the 50 shares in reserve and the 50 on the market. It’s not like the 50 the shareholder shares are worth $2.00 a share and the owners 50 shares are worth nothing they are all worth $1.00 each.

So this applies exactly to VSPC as well because they are not raising the A/S to put newly minted shares on the market that actually cause real dilution.

No this is not to say that we would rather have those reserved shares stay in the strong hands of the ownership instead of the weak hand of the MM’s or shareholders. Or that reserved share entering the market for the first time can’t cause PPS swings because to the principle of supply and demand, because there is more supply now that we might take a hit.

But most the shares VSPC will be taking out of the reserve is being used to make Chang an owner with a majority stake and if he believes in this company those shares will likely not even see the open market. He will want to keep those for his family and will profit from those once VSPC gets to a point of issuing dividends. Not to say he won’t sell some to have a little play money. But I am sure he will keep a majority of what he is given. And even if he doesn’t and he starts selling after the 90 day lock we will be able to see this on the insider filings and we will know what his opinion of the company is then. And because of the 90 day lock and once the lock it over Dr. put limits on how many shares he can put into the market at any one time. This means that Dr. K has ensured that VSPC will have time (at least 3 months if not more) to prove the value of IPA, GKG, DMFCC, Ionfinity, and VGE to shareholders and future investors that we plan to sell our shares to at higher prices.

I hope all this helps you feel better about your investment and if it does please let me know because it was a lot of work to type this up. If it doesn’t please do me the courtesy of explaining your side of the debate in as much detail. Thanks.