Encounter Development Technologies Inc. (ENTI)

[Tavycal]

ENTI/PTEL - here is Anthony Dibiase's exact words from a press release:

As part of the pending agreement with Pegasus Tel, Encounter Technologies will be receiving preferred shares of Pegasus that will convert into common shares. Encounter will distribute these preferred shares to its common shareholders sufficient to allow each shareholder of Encounter, once converted to Pegasus common stock, to have the same number of common shares of Pegasus as they hold in Encounter.


There is no way to interpret that in any other way except for 1 common share of PTEL for each common share of ENTI. 1 for 1.

There are two major problems at this stage:

#1) The PTEL authorized share structure has to be raised to at least 13 billion to accommodate the dividend. This hasn't happened yet.

#2) Dibiase may have to finish satisfying the purchase agreement he made with the two biggest shareholders of PTEL. As of May 23, 2011 (according to the 10Q filed by PTEL yeterday). Dibiase still hasn't paid the $100,000 for those shares. Without ownership of those share Dibiase doesn't have majority voting power to complete the deal and dividend with ENTI. I doubt that the current owners of those shares would approve a dividend that will crush the PTEL share price and kill that stock. I suspect this issue will get resolved in time, but I just wonder if it will be one of the major issues that end up killing the dividend.


And there are some unanswered questions:

#1) Assuming they do follow through with the dividend how long will those preferred shares remain restricted? It took Dibiase less than 6 months to take the ENTI share price from over $.01/share down to the triple zeroes:



#2) Will ENTI shareholders see similar problems that they have had with the 31:30 forward stock split with getting shares settled in their accounts and be stuck unable to trade their PTEL shares while others are able to dump right away before the PTEL price crashes down into the triple zeroes racing towards $.0001?



I can only see two possible scenarios right now.

#1) The dividend gets canceled and Dibiase gives some lame excuse.

#2) The dividend gets changes to something like a 1:250 type deal. 1 PTEL share for every 250 ENTI shares. A 1:100 type deal won't be a big enough spread with the current authorized share count for PTEL.

Either of those scenarios is bad for ENTI shareholders

No scenario is good for PTEL shareholders in my opinion because even if the dividend gets canceled it looks like they are stuck with Anthony Dibiase as a CEO.

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