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I understand the shares is restricted, and not going to freak out about it, but I doubt many people don't. Plus with this trust issue floating around, people needs to know how restricted is it? Make it publicly, like hey, those junk of shares we sold to ourselves? Guess what? it cannot be sold because the term is 2 years restricted, so dont worry about it, you guys have another year before the shares can even be sold. Dont just say like last time: The shares are restricted and it will not be sold. That's a promise, not evidence. One of the concern out there is that may be they said it's restricted, but 6 months only, so they already sold it to the market, together with the discount of 40%, this thing keeps floating out there. No one knows the real terms of the restricted shares, so the bashers have ammunition to bash, and we cannot disprove them because we don't have proof. If they keep going on these shows and not telling anything about that, then yes, the rumour will keep spreading. It's the mgmt's fault if they are not being honest with us, or addressing our concern.
No, but he needs to stop talking about the sponge and how wonderful it is, we all got the investor kit, and we understand it. If the radio show is for stock promotion, then tell something concrete. Telling a good thing 10 times makes that good thing cheap, and unsubstantial. He basically said the same thing on moneytv, businesstalkradio, making me feel like this is a stump speech from a politician. If they said that they can fulfill the backlog, then explain how, it's the how that people wants to know. Like a bigger facility? Because in their 10k and 10q, they did say they move back to the US to fulfill demand, where is it? If they have to spend money to go on these show, then tell something new. Don't tell the same thing over and over. Metter can just say on the show that he understands the concern of the investors about the recent shares increase, and we will put out a PR tomorrow explaining that. It's perfectly fine, and calm people down. But he has to wait for us to call Bill Young, and again, another promise over the phone (Didn't he the one said that the filing will come out on Tuesday?)
And I said the BS over the phone is because I called Moskowitz as well, and he said its going to be 521mil, doesnt look like 521million anymore. And the phone conversation is only a week ago. I dont have problem with them diluting shares for operating purpose, but stop telling BS to me. If they cant disclose those information because SEC rules prohibit them, then tell me flat out, dont say 521 million, then drop the bomb on me at 810million.
I have to agree with FFF on this one, the mgmt did a terrible job on transparency, now obviously they will have the trust issue. Not everyone will keep calling Moskowitz forever, and not everyone will trust what he said over the phone. Put out a written statement, that's a different story. But just promising over the phone, after all of this bs from them, no one is going to trust them anymore. And seriously, they need to stop doing that radio show on businesstalkradio, since Michael Metter is a CEO of the radio show, and all he does on that show is telling the same bullshit over and over again. Explain the shares structure, explain the condition of the restricted shares, how long, etc. Heck, maybe they dont care, they owned 85% of the company shares anyways.
Well, FFF said that the volume dried up because apparently the mgmt is done with diluting. Now the volume is apparently increasing, do you think that it's mgmt diluting the shares again even though the a/s is maxed out? Explain that, FFF.
If he did actually own 100mm as a group, there is obviously naked shares shorting, since my groups of friends own like almost 10m (I personally own 1.5m). And that's already way over the float.
My point exactly, maybe he's not saying things that he really understand. All companies monitor their sales agents, so it doesnt matter if you said his name or not, the fact that he told you already got him in trouble. Spng mgmt may as well already know who said what, they have phone log from all their agents.
Does it matter if you say his name? They monitor all the phone call anyways.
yeah, i dont want to be mean
because i can do the calculation deducing from the 10k? Pay attention to details and you'll get your answer. As of august 28th, the shares count is 521 million. Didnt i say i have no idea if they dilute their shares again since august 28th? You get shut up and not complaining about the fact that they dont have to file form 3,4,5 so you find some other bs to talk about? It's not that hard to do the calculation.
521 million o/s as of august
-267 million they issue from january through june
-61 million in July
-59 million in August
=134 million float (give or take 10 million the issue to Lafferty and their business partners)
I fault the mgmt of spng who use two different dates, creating stuff for people like you to keep spouting nonsense.
The video does work, use Internet explorer if you have firefox cuz i dont know why spng decided to use ActiveX for video, use DivX or Xvid fcol, there is like 25% of people using Firefox already.
Compare a consumer product company with a bank is not a really good analogy. I dont think bank can go public as penny stock cuz all of the capital requirements, and regulations. I may be wrong. However, your bank can become penny stock no problem, like Lehman and Indymac.
Actually, float is 110-120 million (before the buyback). The 267million share for RM in the 10k is counted until end of june, and they issued another 2 times around 135million in total in July and August (check 10k). So RM owned around 404 million in restricted shares, the rest is float. With that being said, I have no idea if they max out their A/S but float is 110-120 million as of August 28th
That works if you have enough cash flow, most of their rev stucks in AR and we dont know how much they got from their distributors. Cash flow is the one you should look at, not revenue when it comes to daily activities, or they have to issue shares as collateral for their manufacturers.
They not gonna be able to get loan in this market situation anyways. Even student loan got frozen, hopefully they dont show dilution in this 10q, otherwise we may have to wait for the second 10q
checked, sounds good jim
Wadi, I see you get yelled at by alaninvestor on yahoo. Lol, that guy is so angry. That's why i stopped posting shit on yahoo, cuz people are just so gungho about everything. Sure everyone has their opinion, but dont shout at people who has different opinion from you.
They cant publish 10q before the end bell, I think. That's the SEC rule
Also, I still dont understand why they dont just issue a dividend or something. If they have to buy 50mil share at 2cent, cutting down the float by half, then just issue one cent dividend, float is only 100mil. I know that the o/s is 521mil, but the rest is theirs anyway, they can reinvest it right away. That will boost their stock price a bit, and all the shares can be accounted for if there is nss. Hopefully they gonna tell us something in this 10q.
I agree Carp. However, i read the 10k really carefully yesterday, and I can see how a lot of people complaining about the mismatch in the shares being issued and stuff. First, they don't even use the same date. It's just so confusing for average investors out there, like how they said 521 million share as August 28, which include like 400mil that they owned and some 10-20 million issued to various people, leaving about 100 million for float. But then down at the part when they talk about their stock holding, they used July 18th, which is their 8k date (hence the 267mil), exclude the shares they issued to rm in july and August. They are telling the truth in their 10k, but they did such a poor job showing it, at least use the same date for all their numbers next time, so people dont have to double check every time they see a number.
Yeah sorry, I'm confused you with that guy alaninvestor in yahoo board, reading two boards so i kept thinking you two are the same. lol. Sorry about that
I agree, one thing makes it ridiculous for anyone to think that mgmt is considering r/s is that they own 80% of the stock, who gonna get hurt the most if r/s happens? It's Moskowitz, Metter, and Laukuzas. And who else, R.F. Lafferty gonna get so pissed, cuz then his stock gonna be worthless. So no, they owned more stock than all of us combine, they dont want to hurt themselves. I just hope SPNG to bounce back soon, for our sake. Once it does, I dont have to post stuff on this board to fend off crazy people like FFF.
Whoever believe any company gonna jump to $15 from 2 cent is stupid or just saying things without thinking. Even Microsoft take over 15 years to get that far, and they basically created the whole O/S market. SPNG is a good company imo, but the market they enter into is not like that of Microsoft. Share price won't go up that much unless some institutional investors take interest in the company, small fish like us cannot bring a 10mil company to a multi-billion dollar company like that.
I believe that the mgmt has not done something stupid. Spilling out your next orders with major retailers without fully confirmed orders is suicidal especially in this economic situation. I would not say T/A count is incorrect, but can be inflated by many reasons. For example, one that I can think of that can be applied to SPNG is they issue shares as collateral for some distributors (cannot sell them) then take it right back after they receive more money from their A/R. That could send the T/A number over the roof, even though it's not really so. Since T/A recorded shares that are issued, but not shares that are bought back by the company until they got updated by the mgmt. T/A measures shares volume, that's it.
Again, that is just my opinion, we'll have to wait for the 10q
I know Alfie is not TP. Im just saying that stuff Alfie said is plausible, so you can verify it and believe it. TP, on the other hand, i think is the second type of basher, saying ridiculous shit about the company to scare people. Oh well, we cant confirm that Alfie is good or bad. If you think it's nss, then Alfie is good, cuz nss can provide that much volume. If you don't then probably Alfie is lying. Perhaps you can talk to Carp about it, since carp met him and talked to him already, i live too far from the guy to go see him. Alfie is quiet lately because theres no point i think to talk on yahoo message board since they are either basher or extremely zealous long. I mean, you can be both loving the company but also listen to reason, not this taking company private, or go to u.s. walmart without confirmation.
Probably he just talk whatever shit he can think of, like the company has plan to go private. Even if he has information regarding the company is going to Walmart, and the company didnt publicly said it yet, that story along constitutes insider information (if it's true) and a lot of people gonna get in trouble. Do you think the mgmt gonna tell idiots like him who gonna go spell it to the whole world? Alfie I believe is real not TP, since Alfie talk about info that is very plausible and verified after I check, but not like breaking earth shaking news like company going to walmart america.
There are two types of basher, the one who publicly said bad news about companies. The other one said good news but it's so ridiculous that the company cannot possibly meet, then shatter all people who believe in it, triggering a massive sale when things dont go through. Mgmt of spng has been very cautious in releasing news, and thats good, cuz if you cannot deliver your promise, people will not trust your word in the future. Im sure spng has tons of ongoing deals with different retailers, but they cannot say until it is signed and confirmed. I invested in some pink and otc stocks that so eagerly publish these news to pump their shares, then never again talk about it, their share tanked afterward.
To any of you out there who is concerned about the company may be dumping their restricted shares that are sold to RM enterprises, inc., here is the regulation. Read form 8k and pay attention to this part:
The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Act") with respect to each of the foregoing issuances pursuant to Section 4(2) of the Act and/or Regulation D promulgated thereunder.
If you want to search for regulation D, or private placement (in English means something like sales of restricted shares) then read it carefully regarding the sale of their restricted shares. You cannot just freaking "DUMP" the shares, there are rules (Regulation D) to prohibit companies from just dumping the shares. They can issue more shares, but cannot just dump the restricted shares. And even issuing more shares you have to file with the SEC your reason, there is rules to how many shares you can issues, period of which you can issue more shares. Otherwise, companies will just print shares everyday.
If you ask Moskowitz, ask him if spng already reached the limit of their authorized shares, and will they be able to extend that A/S. I don't believe they can
1. You cannot dump the share without registering it. At least a year. So even if Moskowitz wants to sell his rm share, he has to wait until January (that's when he first issued those junks of shares)
2. Even if he decided to "dump" the share into the secondary market, he has to file a form called "Form D" as required by Reg D. So you would know, the world would know, and you can dump your shares accordingly if you so godly want to.
Here is the link if you are like FFF, too lazy to find other regulation except the one from 1934
http://www.sec.gov/answers/rule506.htm
or here is the compile of all Reg D sections:
http://en.wikipedia.org/wiki/Private_placement
So what does it means? and which rules did SPNG fall under? In worst case scenario, Rule 506 said that a company can raise "unlimited amount of money", but still have to be restricted within at least a year. So Moskowitz cannot dump the shares into open market. If however, it is rule 505, then he already reached his limit for 5mil within 12 months period. So you all can see, he cannot raise too much money without being sued by me or some other guys who get pissed off.
Carp,
I understand that this requires long term, but I and many other investors can't wait that long. I have some shit to pay, and I have to hold out for longer, which is killing me. It's not spng's fault as much as my fault for not having a backup plan. However, you cannot disregard people's feeling toward the stock because they are short term investor. Im holding this stock since february, and I need it to bounce back. That's all. No cursing at spng, my fault is more than theirs.
So you are comparing apple and orange? Annual report is not the same as registration of securities or sales of securities in the primary market (in case of spng, they sell it to themselves), which is what you are implying SPNG is not telling the truth about. Annual report is a requirement of 1934 act so of course they have to file it under 1934 act, 1933 act deals with sales of different securities. Dont show me the stupid annual report and talked about something completely different.
In case you still dont know 1934 regulate what and what, here is the link to 1934 act
http://en.wikipedia.org/wiki/1934_Act
Read the part about Issuers, it said that 1934 requires company to file the 10k and 10q. Now are you happy? Dont bring stupid crap even though you know nothing about it. Every company is regulated by both Acts. But the securities regulation is different for companies.
In case you dont understand 1933 vs. 1934. Or in case you argue how do i know that spng is a 1933 company, here is the quote from the 10k:
The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Act") with respect to each of the foregoing issuances pursuant to Section 4(2) of the Act and/or Regulation D promulgated thereunder.
And here is the link to their registration of securities (2006)
http://www.secinfo.com/d144v2.2k.b.htm
WHEREAS, the Company has sold 3,000,000 warrants under Rule 504 under
Section 3(b) to the Securities Act of 1933, as amended (the "1933 Act") to
Colebrook, Inc., divided into three classes: "A," "B" and "C" and
Here is another one
http://msnmoney.brand.edgar-online.com/EFX_dll/EDGARpro.dll?FetchFilingHTML1?ID=4622230&SessionID=5RgcWZDBP11rCl9
The difference between 1933 act and 1934 act. Here is the link, you have to read it:
http://en.wikipedia.org/wiki/Securities_Act_of_1933
Read the part when it said some exemption from filing a report with SEC if you sell your share to a limited institution (RM enterprise).
And your link to the requirement of filing form 3,4,5 is for 1934 act company. ARE YOU HAPPY NOW?
Also to answer your question about why they issue 404 mil but only reported 257 mil, it is because the time of the filing. 404 million includes the one in july and August, while the 8k is only up to June. Hence there is a time lag, you may see the full report by this 10q. Does that answer your question?
Here is the link to the list of shares they issue from January to June
http://yahoo.brand.edgar-online.com/displayfilinginfo.aspx?FilingID=6062777-87415-92199&type=sect&dcn=0001144204-08-042150
Here is a direct quote from the 10k:
From January of 2008 through June 2008, the Company issued an aggregate of 267,154,132 shares of common stock to RM Enterprises International, Inc., a company that is our majority stockholder and which is controlled by our officers and directors, in consideration of the advance to the Company of an aggregate of $4,918,432.46 by RM Enterprises International, Inc
Are you happy now?
Because they are 1933 company, not 1934? This is so old FFF