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Message: Part II: Private Placements and restricted shares

Part II: Private Placements and restricted shares

posted on Feb 10, 2009 01:41PM

Decker.......

Before I attempt to tackle the bigger issues, I thought I would summarize LLSR's 2 private placements and make an argument for why a significant majority of the private placement shares are still restricted and should remain so. I'm interested in other people's opinion too.

Today we witnessed a 276 share order translate to a 40% or $0.04 reduction in LLSR's price followed by a 1000 share order that increased the share price up $0.03 to close at $0.09 for the day. That's a total of 1276 shares traded at a combined price of $105.56..... why on earth would LLSR rush to have private placement shares unrestricted at this point in time? I would think the appropriate time to lift the restriction would be when these basic steps are accomplished:

a). Minimum of OTCBB or perhaps higher..... why?..... then institutional investors can participate raising the average daily volumes and giving LLSR more market exposure to handle this spike in shares available to trade.

b). Minimum of FDA approval.... that implies the beta units have completed their field mission and there is no technical restrictions that would prevent LLSR moving into volume production.

I would also argue to still wait until the 1st full Qtr that the units are in volume production and LLSR has the ability to better forecast demand. I believe the key to moving these restricted shares into the market should be based on a 3 month or more historical trend of higher steady volumes and the ability for LLSR to take system purchase orders.... in order to offset any private placement participants who must, need or just can't be patient to wait.

From what I'm told, the majority of private placement participants are located in Florida and/or friends linked to this group. Of course there are other investors and they are all listed in Amendment 9. The second largest group of private placement investors outside this group are linked to Garden State Securities who had existing accounts with another "shaffer" or his associate. Garden State Securities hosted the two private placements.

Remember, LLSR's business model is to achieve a 5% penetration rate in the first 4 years of production calling them early adopters..... but .... keep in mind that Meditec actually launched the first OCT diagnostic system into the market over 6 years ago and achieved a 10% penetration rate in their first 4 years!.... you can do the math.... but assume a selling price of $25K/unit, a total market share of 200K dental offices worldwide and a 5% penetration rate in 4 years with the rest of the variables being conservative and LLSR is a $3+ dollar share.

To participate in a private placement, the person has to fill out a form claiming they are a mature investor (mature is the key here), understand the risks based on the investment package and is financially able to participate based on spelled out financial criteria. Unfortunately, there are always some investors who assume they are mature solely because they may have some available cash. Now look at the cause and effect of today's price swing and picture all the private placement shares unrestricted. One or two immature private placement investor today could disrupt the share price over a long period of time until LLSR is in a position of strength to absorb the blow.... so again.... why on earth would LLSR rush to have these private placement shares unrestricted?..... way too early.

The 1st placement was $0.10 with 50% warrants at $0.15 with 10% of the total shares unrestricted..... the remaining shares restricted.

The 2nd placement was $0.15 wrapped in a 6% interest baring note with 40% warrants at $0.25 .... all shares restricted.

Why would any private placement investor want to sell now? Why would LLSR place that sell decision into any potential immature investor's hand until the appropriate time...... I want LLSR to protect my investment and keep the shares restricted until they are in a position of strength and the market can reasonably start to absorb these shares. I've got some unrestricted shares from the 1st private placement and have purchased other shares in the open market.... I can play and wait.

In closing, the price at $0.05 freaks people out unfavorably and the price at $0.35 had everyone giggling with excitement.... the share price has no relevant meaning high or low until LLSR is in volume production with tangible purchase orders.

Look forward to some constructive comments here.

Until my next post, I am

Enlightened













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