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Non-Tech : e-Vegas.com (EVCM) formerly ECGC -- Ignore unavailable to you. Want to Upgrade?

To: Francois Goelo who wrote (165)	10/7/1999 5:38:00 AM
From: Francis R. Biscan Jr.	Read Replies (1) \| Respond to of 207

Good morning, A respectable post.......thanks. >>1) Q: I understand the need to split the 2 Businesses, as there are good reasons to do so...But why DHIE, why give away $20 Millions, why not a shell for $300K and 95% of shares to EVCM, instead of 50%?... A: Ed went along with my $40 Million valuation for the Telecom Interest but prefers to stick with his DHIE deal rather than the more logical (for shareholders) clean shell.<< I will say that I certainly was expecting the same thing you were. I thought the companies would be separated into two entities and EVCM would distribute the new company shares to EVCM shareholders. From what I understand, there are a few "honest" reasons why it is being structured this way. 1) From what I understand, the company needs to raise 4 million for this project. Since EVCM was trading at or near 0.25, this, with the appropriate discount, would have meant additional dilution of 20 million shares, not including any warrants that might have been included. This by itself, would have given the shareholders of EVCM less then 50% of the company per share, then the current deal. Also, since ITS is a regionally based telecommunications infrastructure development firm that is the exclusive consultant to the Costa Rican government sanctioned telecom monopoly It is no suprise that the "powers that be" wanted a way to personally prosper from this deal. The deal also includes a personality that not only has power and influence in Costa Rica, but also in the neighboring countries, which they expect to receive more expansion from. >>2) Q: Do you own or control any shares in DHIE? A: Whatever we own will be "pooled", meaning the shares will become restricted stock...<< This was a good question and one I forgot to ask. 4) Q: Won't the 50% interest of EVCM in DHIE be further diluted when you issue shares to secure your $5 Millions financing?... A: Yes, it will, but I don't know by how much...<< My understanding is they are pursuing an IPO with this shell, that will value the shares of DHIE significantly higher then the current share price. We will see if and at what price it IPOs, but if they derived the company's value from the firm that is looking at doing the IPO, then we should expect something just under a 40 million market cap. >>5) Q: IMO, you are stripping Telecom assets from EVCM to serve your own interests in DHIE. You claimed and I bought EVCM for that reason, that there would be $4 Millions net earnings in the first year of the Telco operation, accruing to EVCM... >>A: The Telco assets I am transferring into DHIE don't belong to EVCM, so there is no stripping... While technically this is true, the question for shareholders is are we getting more value per share of EVCM by raising the money in a new company that can be value appropriately or by keeping it all in EVCM and creating big dilution. Honestly, I don't think that all the cards are on the table yet to make a conclusion. >>6) CONCLUSION: Nothing that Ed has said changes my opinion that he is stripping assets that he said were going to create a Revenue for EVCM to vest them in DHIE, which IMO, he partly or fully controls... As a result, I shall continue my efforts to get SEC to intervene and if the deal goes through shall make every efforts to bring about a Class Action Lawsuit... I do NOT TRUST the MAN!!<< I feel there should be a shareholders lawsuit, but against the shorts and manipulative market makers that have driven the share price down to where we can not complete a properly valued financing for shareholders. I really appreciated your question and answer format. Have a good day, Rich