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Re: zenvesting post# 1892

Friday, 01/22/2010 4:55:29 PM

Friday, January 22, 2010 4:55:29 PM

Post# of 2794
Zen...capital and share structure.....

Capital structure: "Looks like some capital restructuring to, the share count is no higher thaqn before, but now there's two groups of par value shares, one group of 100M and another group of 10M:"

As far as I am aware, there hasn't been any capital restructuring yet by the new management. That 10M number has been present in every annual/quarterly report that I can recall looking at, and represents the 10M aggregrate preferred shares VOIG is allowed to issue. This is from the very first quarterly report that VOIG ever filed (5/15/2008).....

We were formed as a Nevada corporation on May 16, 2006. We have 110,000,000 shares of authorized stock, consisting of 100,000,000 shares of common stock, $0.001 par value and 10,000,000 shares of preferred stock, $0.001 par value.

Share structure: When I evaluate/analyze VOIG as a shell, I prefer to use a share structure number that is higher than the outstanding share count (12.6M) disclosed in the last quarterly report. I try to calculate/guess what the fully-diluted share count might look like prior to a reverse merger or movement of assets into a shell, since I believe that gives me more of a conservative evaluation. If it turns out that I err on the high side with my share count, then I consider that a "pleasant surprise".

In VOIG's particular case, I like to include a full-conversion of the promissary note. Also, I noticed that one of the requirements of this deal with Travel Engine (Matt Krieg) was that all debt/liabilities be eliminated. Since the amount of cash that Krieg used to purchase control of the shell did not cover the entire debt amount on VOIG's books, it wouldn't be out of the question that some additional shares might have been issued, or some debt forgiveness is involved, or a combination of the two.

So, when I evaluate VOIG I prefer to use a minimum of 25-30M shares in the shell.





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