Evidently that's very hard to understand. Simple usually is.
The amount of dilution will correspond to the relative value ratio of the two companies. We know the value of GTLL is about $250K for a trading take-over target less the shareholder deficit of -925,419 for a net value of NEGATIVE $675,419. So the dilution will be MASSIVE even if the value of Tersus is only $250K. A R/S is only one way to accommodate that dilution. Wayne's recent methods are to issue convertible preferred shares to rely on the ignorance over what shareholder equity is comprised of.
Fact is, Tersus seems to only own a website and its owners probably consult with each other to fabricate a revenue stream. (Owner 1 charges owner 2 $500K and owner 2 charges Owner 1 $500K. Voila! $1M in revenue......then the company pays them $500K each in salary.) Seen it dozens of times in these stinky pinky Anderson scams.