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lifegear

08/08/07 10:42 PM

#23277 RE: VOIP-INTERFACE #23273

Points to Ponder: Manzo having majority stake of common stock as stated in DEF 14C and company status after filing Form N-54C....

A majority of the
voting power of the Company's outstanding common stock,
which is held by Francis P. Manzo III (Controlling
Shareholder)
and has determined by exercising his super
majority vote to have the Company file a Form N-54C
and withdraw its election to be registered as a BDC....

Subsequent to the filing of the Form N-54C, the Company
intends to pursue a business model whereby it would
provide merchant banking-type services to small, private
companies seeking both debt and equity capital or
become publicly held and traded (the "New Business
Model").

The Company will also engage in advising distressed
private companies in turnaround situations.
Specifically, the Company will identify small private
companies (the "Clients") and assist them with
managerial, accounting and financial advice and help
them refinance or raise necessary capital by introducing
them to potential investors and lenders. As
compensation for these services, the Company proposes to
receive revenue to sustain operations and may receive
shares of the Client, which will then be registered by
the Client in its initial public offering. The Company
anticipates that the shares it receives as compensation
will be assessed at par value. The Company will at all
times report shares it receives as compensation on its
periodic reports filed with the SEC.

In addition, the Company may acquire business entities
by an exchange in shares. There can be no assurance that
a merger, if any, will take place. The Company may also
act as a holding company structure for operating
businesses...

VOTING SECURITIES

Although Shareholders are not being asked to approve
or disapprove or otherwise vote on any matter discussed
in this information statement, the following generally
describes voting rights of Shareholders.

As of the record date, June 30, 2007, there are
50,000,000 shares of Class A preferred stock and
50,000,000 shares of Class B preferred stock, and
3,620,241,722 shares of common stock outstanding. Each
share represents one vote. There are currently no
arrangements known to the Company, the operation of
which may result in a change in control of the
registrant.



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stervc

08/08/07 11:50 PM

#23287 RE: VOIP-INTERFACE #23273

VOIP-INTERFACE, with your thoughts...

Within the recent filings, it was mentioned that Frank has the majority voting power of WNSH's outstanding common stock. This is at least 51% of the Float "and/or" Restricted shares, but it means that they are out of circulation to not be bought by the public as they are accounted for.

I think they were termed as "Float Shares" because of how they were given to him. Those "Float Shares" that he holds are still part of the outstanding common. Even if they would have been termed "Restricted Shares" they still would have been that same amount of shares out of circulation as part of the outstanding common.

Now consider that it mentioned that Frank is exercising his "supermajority" vote. This means that he has out of circulation not just 51% of the outstanding common, but at least 67% of the outstanding common shares to include the extra 100 million of the Preferred A & B shares which all represent one vote per the company.

I think some people heard the word "Float" instead of "Restricted" and took it to mean that they have not been absorbed already. These are shares that have already been churned through.

VOIP, I know you have been busy and I truly understand, but when you get a chance, really read my post below and really focus on the part when I start talking about apples to help get you caught up:
http://investorshub.advfn.com/boards/read_msg.asp?message_id=21863809

Also, another key point about that post was that I was trying to show the potential of spending $4,000 to buy 10 million shares of WNSH at .0004 per share to potentially receive spin-off shares valued at $124,000 back in return.

Then read this post to see how it has happened before in the past:
http://investorshub.advfn.com/boards/read_msg.asp?message_id=21914379

I was talking to a friend of mine earlier and he seemed to not have known what have transpired for an understanding of how, really, nothing has changed with the share structure as we originally thought.

The shares out of circulation are just termed different. It's all about the semantics and really they words "Float" and "Restricted" are synonymous for our consideration and interest here in WNSH. IMHO

v/r
Sterling