M&A business
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First: I am aware of the fact, that the CEO has been served with a Wells notice. Before one goes out and makes a judgment, one would better await the outcome. Pre-emptive speculation may not always be the right thing.
Now with ref. to your question about a company going public as a shell and raising money, I would like to ask you, what is so unique with this soluton? It is done every day around this beautiful world.
For the rest as already said: I await a presentation of their businessplan and the next filing. And then I will see and decide.
Let, s wait to have more information on the table before making a judgment. I do believe this is a fair proposal.
Okay let,s settle for a lower Cash position. What there burn-rate is I have no idea, so the 500.000 they lost within 3 months, could have been a writte-off due to adjustments, without touching the money. But let,s wait to the next filing, then one will see it.
With ref. to GFGU, this deal never went through. I have read a announcment with ref. to that, however, cannot find it anymore. But going through the GFGU announcments, I cannot see, that they confirmed the receipt. I think the cancellation of this deal was in connex problems GFGU - SPNG.
If Vanity is a good investment today, I have no idea. The Webpage is still under construction, so one cannot see any profile. Further, no businessplan out yet. However, after todays announcment, I have put the stock on my watch-list and await further information. Once I have this on the table, I will try to do some DD and if I think there is something to be earned, I will do it, but as of today, I am neutral.
Vanity is a start-up. Full of brilliant ideas - that is at least the way I see it - approx. $ 3.2 Mio in Cash. I visited their webpage - still under construction. So I do believe, one better waits until the picture becomes clearer and after the announcment of today, it wont take that long.
Read the recent filing. They have, together with the $ 650.000.-- approx. $ 3.2 Mio in Cash. This was not financed by Pipe but through a regular RegS placement. Why you call this fraud, is beyond my understanding. How do you think start-up getting financed, through air - you still need money and this is what they have.
Awesome, although understanding your reply to STOX, keep in mind, that during such a period, the management of a company get,s a muzzle from their lawyers. Silent period. This of course, as you say, will lead then to wild imaginations and stories, but then you will have to admitt, by saying nothing, you are not building expectations, which then again can be used against those, who said something. I prefer, that they are silent. In the meantime, the company was not silent by going ahead with their business and this is all what counts, because the civil injunction went out to individuals and once this is cleared - between the parties involved - means SEC and M and M - we will get the statement.
Stoxmagic, congratulations. One of the few who thinks rational. Keep up your good work.
You cannot break my heart. I said as well, besides talking to the management, you talk to the auditors and as well to their lawyers. If it is a US company you as well involve their SEC lawyer. What you have to keep in mind as well, if a fund invests in a company which is in a position like SPNG, you involve in your DD all steps requested for proper due dilligence. Why; if your investment goes sour, you will have to face your investors and then the Fund management cannot put on the innocent face. But as always, there are diverging opinions, you have yours I do have mine.
You are wrong. I have long enough worked in this industry to know how it works. If you start to build up a position in a company, at a certain point you talk to the management, unless of course your approach is unfriendly. During such conversations you not only analyse the figures, however you analyse as well the sharestructure - common - preferred - possible toxic financing, voting rights etc. The outstanding element will have to be put on the table and more. No fund with common sense would take a stake in a company, where they would not be sure, that they are diluted under water.
Yes but the outstanding is approx. 720 Mio. The recent filings from Pikes confirm that with their reporting of having 20.1%. Believe me, the real outstanding was confirmed to them during their DD and when they added another stake.
You may remember:
Effective as of November 14, 2009 entered into a license agreement Marvel. Although, the Agreement was effective on November 14, 2009, Spongetech only received the countersigned agreement on December 2, 2009.
Now this:
SHAREHOLDERS of Marvel Entertainment Inc, home to the X-Men, Iron Man, Spider-Man and other characters, approved the company's acquisition by The Walt Disney Co on on Thursday.
Excellent, through this takeover from Disney, SPNG will certainly be able to add more characters on their ever growing list. SPNG as rated Brand Nr. 1 lives up to their name.
SPNG very innovative and running. New product coming in February
http://www.spongetechs.com/v/vspfiles/new.asp
Almost an Oldie - 3 weeks old - but still very Goldie.
Greetings Fellow Longs...
I had a reminder set for the middle of this month to follow up on PCAOB'’s status of Robison, Hill & Co. but tenyearcharter’s post prompt me to do it earlier. With that said, I'm seeing that as of Dec. 3rd (6 days ago, technically 7 since this post has a later time stamp than my time zone) the PCAOB approved Robison, Hill & Co. registration (1st link below).
And Yes, this is HUGE!
What this means is we no longer have to be concerned (2nd link) whether Robison, Hill & Co. are going to have their registration revoked like Drakeford & Drakeford. This also means Robison, Hill & Co. are in full compliance with the PCAOB, so it's just a matter of waiting for the audited financials to be completed & released.
http://www.pcaobus.org/Registration/Regi...
http://www.pcaobus.org/Inspections/Publi...
Biker-Bo No problem with your presentation I go for that. Like others have done before; they will settle with a heavy fine and the text will be: We neither admit nor deny any wrongdoing. Sandy Weil (City) was famous with that, followed by almost every brandname on Wallstreet. When in 2009 UBS went trough the same; the paid their heavy fine and said, let,s get over it, otherwise it will take years. Some heads had to go, the fine was paid and done.
Well said.
It surprises me that you put yourself above law. Presently we still have the wording: Innocent unless otherwise proven. But it could very well be, that you don,t understand what a Wells notice is. But I will let you know: Wells notices are letters the SEC typically sends to those it intends to file civil federal lawsuits, the only avenue available to the agency to go after those accused of violating securities laws.
The important word is: Intends, the second one "accused". Everybody can accuse anybody like for example your are doing. ThirdThe wells notice gives those who received it the chance to respond.
So please, await the response from M and M, before you judge, as you don,t even know - nobody knows it - of what they should have been accused.
Puppy, did, not see it, otherwise I would have responded to it.
You are right with your wording "not to respond". However, if you are trading you may select that way, but if you have been put back on gray and want to go back on .OB you better respond, and I do assume, SPNG will see it that way.
We are in good company. AAA names got it all over the board, but here just on example.
http://online.wsj.com/article/BT-CO-20091014-715180.html
I think the time to respond to a wells notice is not defined, as it is an information what will happen ...... so I would say, that it is in the interest of every company to respond within 24 hours.
A short text, but says all:
A Wells Notice is a letter that the U.S. Securities and Exchange Commission (SEC) sends to people or firms when it is planning to bring an enforcement action against them. The Wells Notice indicates that the SEC staff has determined it may bring a civil action against a person or firm, and provides the person or firm with the opportunity to provide information as to why the enforcement action should not be brought.
Regulators are not legally required to provide a Wells Notice; however, it is the practice of the SEC and FINRA to provide such notice.
Important: aginst the person or firm with the opportunity to provide information as to why the enforcement action should not be brought. In short: It gives those people involved a chance to defend themselves.
I know, AAA companies had the pleasure as well to be served many times. Especially in 2001 and 2002 and even more in 2008 and 2009.
This is contrary to my knowledge. A wells notice doesnt come unexpected.
http://www.seclaw.com/docs/wellsnotice.htm
Exactly, see my post with the following link.
http://www.seclaw.com/docs/wellsnotice.htm
Nop on this one I do disagree. See may recent mail where I have put a link in, with ref. to the clear interpretation what a Wells notice means.
This says all. Excellent link with ref. to Wells notice.
http://www.seclaw.com/docs/wellsnotice.htm
As you will see, there is much room for interpretation what could have gone wrong that the SEC issued such a notice. At least it gives the involved people a chance to represent their view. Whatever outcome, it is good for SPNG, the business is legitimate, a brand with strong growth and if the management made some foolish things, well they will have to pay for it, either by stepping down or paying a heavy fine. But such a company for sure, will have plenty of people filling their or his ranks. By the way, the way I read the article, SPNG knew, that a Wells notice is coming so PIKES for sure must have been informed about this, all other things would not make sense. SPNG will come out of this stronger, that is of sure.
What you write is accurate, however, a wells notice goes out on a regular basis to companies, where the SEC needs more explanation.
Let,s keep a clear head on this one. Of importance:
SpongeTech does not anticipate any material interruption in its business operations by virtue of the Wells notices or any action(s) that may be brought by the Commission. SpongeTech will continue to conduct its operations in the normal course of business, including receiving orders, shipping its goods and servicing its customers and suppliers
Now a personal note:
With ref. to Mettler and Moskowitch, let,s wait the outcome. They can settle with paying a heavy fine without admitting any wrongdoing - All the banks got away with that, or are they too big to be judged by another rule - or paying a fine and one of them has to step down. But, I do assume, they saw this coming and I do assume, Pike has been informed of this. If he sees value, who are we not to see it?
What you write makes sense. That is the reason why I have ZVTK on the watchlist and who knows, if all pieces fit. Enjoy the coming 2010
His technology was patented you write, however, based on the 10 Q Filing: it was rejected. Read by yourself and read the rest as well, as it is very informative in every aspect.
Patents and Trademarks
On April 2, 2005, Mr. Ryu (and Mr. Chang Min Lee the co-inventor) filed US Patent Application No. 11/097,767 (Publication No. 20006/0078460) entitled “Anion General for Incorporation into Lighting Apparatuses and Other Appliances” with the US Patent and Trademark Office (“USPTO”). The initial application was rejected on various grounds. Mr. Ryu filed a response and amendment to the initial application with the USPTO on September 9, 2007. Mr. Ryu filed a continuation-in-part (CIP) application on August 7, 2008, serial no. 12/221,908, which claims the benefit of no. 11/097,767, now abandoned. The CIP application adds some new enhancements to the bulb design that further distinguish the invention over the prior art. As of the date of this Annual Report, the CIP is pending and has not yet been examined. We cannot offer any assurance that the application will ultimately be approved by the USPTO. In addition, there is an international patent application on file under the Patent Cooperation Treaty (PCT), No PCT/KR2005/002997 (Publication No. WO/2006/031036) entitled Negative Ion Emission Lamp. We intend to file additional applications, as appropriate to protect our rights in the Ionic Bulb.
A divisional application, serial no. 11/820,915, is pending. It is directed to an ionic air purifying device in an appliance such as a fan (rather than in a CFL light bulb). A response to an office action is due October 28, 2009 with one 3 month extension of time. No further extensions are available. .
The initial application for trademark protection for the “Ionic Bulb” brand name was rejected. There is no assurance that trademark protection will ultimately be procured.
Notwithstanding, Mr. Ryu’s and our efforts to protect proprietary rights in the Ionic Bulb, existing trade secret, copyright, and trademark laws afford only limited protection. Further, the assignment of the US Patent Application by the co-inventor has not been perfected by filing with the USPTO. Until such time as this filing is perfected, it is possible that the co-inventor could license the Ionic Bulb to another party. Despite our efforts to protect our proprietary rights and other intellectual property, unauthorized parties may attempt to copy aspects of our products, obtain and use information that we regard as proprietary or misappropriate our copyrights, trademarks, trade dress, and similar proprietary rights. In addition, the laws of some foreign countries do not protect proprietary rights to as great an extent as do the laws of the United States. Our means of protecting our proprietary rights may not be adequate. In addition, our competitors might independently develop similar technology or duplicate our products or circumvent any patents or our other intellectual property
I am not long, however I looked at the stock when it was at the low,s and based on what I saw in the filings, I decided not to buy. The rest is known, the stock rose and I could have made a bunch of money, but why should I invest against my priniples? Sometimes it is wrong, sometimes it is right. Everybody will have to judge by himself. Now if you ask me if I would buy down here, again I have to say no, but as I wrote, this stock will have various waves, dictated by the logic of the "marjor" shareholder due to his conversion rights. Whenever he or she converts and he or she has to sell a package, they will make sure, that some hype get,s the stock moving. In short, flexibel traders will get their chance - to trade this one, but I would not be surprised, if we test the lows again. One more: As I have this one on the Radar Screen I will carefully study their next 2 quarterly filings, will then be very interesting to see, what remainde on the table. Remaind you, commercials are costly and if you want to succeed you better bring them constantly into the living room of possible consumers. But looking at their pricing and shipping costs, I am really wondering, if "the crowd" is buying through them, because you can get it cheaper all over the place, or if they do it once and realize the high costs of shipping, they never will return. But as always, we only will know in about 6 months what ZVTK net will make of of this.
DILUTION.
SHARE STRUCTURE:
On October 14, 2009, we filed an amendment to our certificate of incorporation with the Delaware Secretary of State to: increase the Corporation’s authorized common stock from 1,000,000,000 shares to 5,000,000,000 shares. This amendment was unanimously approved by our board of directors and by a majority of our stockholders by written consent.
As of November 11, 2009, 1,173,461,407 shares of our common stock were outstanding.
My comment: The reason why they had to increase the authorized from 1 Billion to 5 Billion becomes clear once you read the recent K10 filing. Interstellar gave loans to ZVTK and those loans are convertible into shares at a price of $ 0.0001. I have mentioned this a lot of times, this convertible is the worst toxic vehicle I have seen for a long time. Even if the company would make some money, due to the explosive growth of shares due to this agreement, the shareholder won,t see a lot. The same happened by the way as well to QMNI, were Interstellar gave as well loans at toxic conditions.
And old rule before investings says: Study how the company is financed. If you see in the filings such toxic structures, you should know, that you cannot make money, unless you play all those organised hypes. And those hypes always come together, when those converted shares have to be sold. It is an every repeating mantra: Convert your loan into shares, hype the stock, sell the shares to uninformed shareholders and stay aside for a while and then you repeat the same story again.
Make your own calculation: Let,s assume, ZVTK would make net $ 3Mio for the fiscal year 2010. For a Reseller, the market will not give a P/E maybe a premium of 100 %. So let,s assume, the market would allow $ 6 Mio Cap and in the meantime you are out there with outstanding 2 Billion, 3 Billion or even 5 Billion. The stock price would then be: $ 0.003, or 0.002 or 0.0012.
Another point to think about: If the company would have been so convinced on what they have, why then grant Interstellar such horrible dilutive conditions? Where is the beef?
Zevotek tried at least and succeded to catch some buyers. But in reality, the party is over. What I have said already in previous posts, what ZVTK has is not unique, they are just reseller. They own nothing. Here something to study. Found it on Yahoo.
Just a sample of how "proprietary" this technology is from eBAY. Be sure to check out the last link listed. The bloat actually sold a few.
These bulbs are being purchased in bulk and the sellers logo is being stamped on them. They are basically all the same.
http://cgi.ebay.com/IONIC-LIGHT-BULB-Air...
http://cgi.ebay.com/Germ-free-Ionic-15-W...
http://cgi.ebay.com/4-Ionic-Air-Purifier...
http://cgi.ebay.com/Viatek-23-100-Watt-I...
http://cgi.ebay.com/2x-IONMAX-Energy-Sav...
The market is trading on perception. ZVTK issued their strategy already very early. It happens a lot of time, expectations are being build into something and when it happens, the market says, now show me and this is exactly now what will happen to ZVTK. I am very keen to learn, what we will read during the next 2 quarterly filings. Well there is another hope for the buyers of cours .OB. If not, what about the exclusive rights? The answer of course you know, you have read it in the last filing.
If we take the last figure from November of approx. 1.15 Billion, I would be surprised if we would not be up at least by another 300 to 400 Mio. Take the volume of the last 30 days and compare it with the money flow and the price of the stock, then a rather substantial increase took place. The authorised has been increased to 5 Billion, well the purpose is very clear. Again, study the 10Q and the conditions of the loans given to ZVTK and then see at what price those loans can be converted back to shares. Then it is clear, 5 Billion may then not even be enough.
Not meant ironic. Have you ever seen a stock, that went up and stayed up, where the printing press of new shares went faster than the revenue base.Go back with the chart to February 2009. The stock moved from 0.002 to 0.029 and collapsed. Then in April another move from 0.002 to 0.0237 and collapsed. But as always the story was here. Now again with the same story, the stock moved from 0.002 to 0.017 and "almost collapsed, I mean 52 % is not exactly an orderly retreat. For those, being smart enough, a lot of money of course can be made - hype up - then down and here we go again, however, not all are that smart, mostly the majority of the buyers are left with empty pockets.
THIS BLACK CANDLE should be a warning of things to come. Some of you made money on this dream-spike that is okay, but some already are in the read and they will dream on. I will repeat it again, this company has nothing that justifies this kind of hurra, but if people want to have their hype, let,s have it but the wake up call will come on the next Q8. Just that we get it right here: those who are promoting this stock will of course come out of all corners, but even the most naive will have to admitt, a stock that is retracing that much intraday with not heavy volume, doenst have strong legs. Ask yourself, what will happen, when all the Jonny come lately will run for exit.
I have been reading the SEC complaint. Show me, where they do say, that SPNG did something wrong? If you read the text as one should read it it points into the right direction: The SEC is looking into both sides - SPNG and those who have accused SPNG of doing something wrong. Nothing more to say, because it is very clear what has been meant by the action of the SEC.
This is your version and you are taking your version from the statement, that has been released at the time when they got delisted. However, reading between the lines - who get,s investigated the company or those who accused the company of wrongdoing? The SEC says, to protect the shareholders - protecting from whom? Again, it doesn,t matter if you are pro- or contra, but as always, keep everything in balance, the I will call it a fair game.
There is so much hate I am wondering why. Let,s assume, SPNG would be private. In the press SPNG would be considered as a prime example of a company doing everything right. Examples are plenty that they do more right than wrong. But as SPNG is an .OB listed company, some parties are repeating like a mantra the same old stories again and again, while the company moves from success to success. What is the missing point: Well as they have been a reporting company, those invested in the stock are waiting for the 10K and 10 Q those out of the stock or short in the stock of course are waiting for ............. Frankly I do not know for what. Everybody with common sense should at this day realize, that the wrong company got attacked at all fronts but with unproven stories up to this day and therefore - I mean the company - will not allow, that those responsible for the mess are getting cheap away with it. I think SPNG operates under the slogan "A wise company gets more use from his enemies than a fool from his friends."
You take the easy step. When a company doesn,t report you are right, however in the case of SPNG we have another story. The licence of their auditor has been revoked. The company for delayed filing got an E. Then we got NY-Post - etc. and then the mess started. Under normal circumstances, SPNG just would have moved back to Pink with all their marketmakers - happens a lot - and we would have had a regular market on Pink with a "non-reporting company. What happend to SPNG, they go never this chance, they just go delisted and therefore they ended on the Grey. It is that simple and we should keep it simple.