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Also, the only point of reorganizing would be to utilize the $116mm NOL which you can't do if the business you're buying not only has no cash flow but needs significant R dollars. IMSCQ also does not have the capital resources to support a start up business like this which is likely to burn cash for many years until/if the product becomes commercially viable and will probably lead to another bankruptcy eventually. The price being paid is also ridiculous: $15mm in cash plus 60% of the total outstanding shares of common stock ($5.8mm value currently) and 50mm 4 year warrants to purchase stock at $1.50 (which has a Black Scholes value of $3.5mm).

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