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Alan Brochstein

10/19/13 3:23 PM

#22935 RE: dude iligence #22933

The answer to your AS/OS/Float is in the SEC filings. I calculate a fully converted OS of 760mm roughly after the transaction with the four investors and an earlier transaction (don't quote me, but it's close). We will get an update in a few weeks when they file their SEC report for Q3. The 10-Q for Q2 filed with the SEC on 8/13 listed an AS of 1 billion and an OS of 620mm shares as of that date. On page 11, it details an additional 135mm securities that could be converted to stock as of the end of Q2. Hopefully this gives you a sense. The float is a little lower due to Sterling's position and that of other insiders. You can check the filings to calculate that if you think it's important - it's all disclosed. The DEF-14 is a good starting place.

I think to talk about "dilution" without considering the purpose is a waste of time. PHOT issued shares to do acquisitions, not to pay a big salary to key employees. TOS keeps us me from answering:

Name the MJ play(s) that don't have any dilution

Name the MJ plays that have the most dilution



I hope this puts you in the right direction - feel free to contact me for follow-up.