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Before I get into refuting your arguement, let me talk about your insistance that THIS IS A PINK SHEET COMPANY THEY ARE BOUND BY DIFFERENT RULES.. They are not bound by sec rules if they do not wish to be a fully reporting company. The company clearly stated that their goal is to be fully reporting. You expect them to be, you are in this because they promised to be, so drop that arguement...Therefore, to be fully reporting, they must adhere to SEC rules, and since you need to supply 3 years of financials 10-k's and q's, you must have adhered to SEC regulations for at least that period of time. Agreed? You cannot hide behind the facade of the pink sheets to defend their actions if you expect them to be a fully reporting company. If they have no intention to file, then fine, they can do whatever they want. Part of a 10-k, which they intend to file is CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME (LOSS).. this is a full accounting of all shares issued. they have to have this to be fully compliant with SEC regulations.
Next... when a company sells shares to the public they must either register shares, which informs the public and prospective investors of a snapshot of the company's essential financial information. If the company is selling to sophisticated investors, it can choose to exempt themselves from registration and file a Form D to inform the public of an increase in shares. The form D does not disclose financial info since the sophisticated investor is trusted to do their own DD. Both are designed to protect the investing public.
Next, from your post ... "Companies selling securities in reliance on a Regulation D exemption or a Section 4(6) exemption from the registration provisions of the '33 Act must file a Form D as notice of such a sale. The form must be filed no later than 15 days after the first sale of securities."
Then you say this...PLEASE NOTE WHAT REG. D SAYS: SALE OF SECURITIES WITHOUT REGISTRATION. It doesn't say they have to file form D every time they sell stock. Also IT'S A PINKSHEET COMPANY THAT IS NOT BOUND BY THE SAME RULES
It does say that if they want to be exempt from registration, if they are selling only to sophisticated (accreddited) investors, they can file a form D to exempt the sale from being registered. Again, there is no form D or registration statement on file with the SEC.
Again,, the they are pink, they dont have to follow the rules is moot. Please quit protecting the company and look at this for what it is.. there should be no doubt that if a company wishes to adhere to SEC regulations, and therefore be a reporting comapny, they have to adhere to SEC rules, and have EITHER filed a form D or a registration statement when selling shares. Form D clearly states that it is for the sale of shares without registration, as you insist.. so if they sold shares, they EITHER had to file a registration statement, OR a form D... It is a must.. no ifs ands or buts.... they did neither. If they never sold shares directly to the public this isnt an issue, but on June 14th 2005, as per the company's own press release. there was 377,291,802 shares issued and out, and now, after two 100,000,000 buy backs they are promising 815,000,000 shares. So I believe this IS an issue.
GNUL, I am not making stuff up here... this IS and WILL be an issue.. you need to look at this seriously without defending them with that THIS IS A PINK SHEET arguement. the bottom line, cannot be argued with fact is this... If a company wants to be fully reporting, they either have to file a form D or a registration statement when selling shares to the public. The only question is if they can file these forms along with the 10-ks and q's for the previous 3 years without huge penalties, or if the SEC would accept said filings..
Lowfloat goat... look at this for a pre katrina share count...http://www.pbls.biz/pressrelease_content.asp?prid=19
heres a link to form D on the SEC website. To be in compliance with reg.D you must file form D.. Therefore, since there was no Form D filed with the SEC, they would not have been in compliance with REG D.
I should have said that PBLS would need to comply with SEC REG D and file a form D.
http://www.sec.gov/about/forms/formd.pdf
they can go private only by buying back all shares, as far as I know.
I agree with everything except this statement ". Naked shorting is 100% income for the shorter if he never has to repurchase the stock. "
A NSS does not get the cash just by selling and failing to deliver,(if that was the case the clearing firms would be out of busines in a day) their accounts are credited and if they cover at a lower price, they then can get the cash. They do have to cover to get a settled balance unless the stock goes worthless.
They would have to file all financials first.
As far as dividends or anything else is concerned, the company cannot differentiate treatment of certed shares vs. held in street name shares.
If there are any fails to delivers, or NSS, there would be no way for ALL shareholders to recieve their certs until the fails cover. ... Is this where you are going with this??? Interesting... so, if 1.1 billion shares demand certs, how do they all get them? I say we sick Ren on someone at the DTC and find out..
They could issue a dividend to all longs,since they cannot and should not differentiate between certed and street name stock, and the shorts will have to pay. That does four things..
1- make it cost the shorts actual $$$
2- help the PPS
3- instill shareholder confidence
4- shut my ass up on this deal
I say #4 alone would be worth it.
and they confirmed it was a typo and should have read "post tax profits" as opposed to "post tax revenues"?
Just to confirm. thanks
i discussed this with members of osprey. The party I spoke with knew nothing about it. I have also noted that management have not returned my calls. I will also say that the sale of shares without a form D or registration statement is an SEC matter, and they can only bring civil charges. It depends on how they resolve this matter in their filings if they do so. I am sure it will be an issue. I am noty sure what will come of it.
actually, management works for the owners. shareholders are owners.
has anyone spoken to an officer or director of the company to confirm that the net revenue % discussed in the announcement WAS actually "net profits"? Mulshine does not count.
it isnt that complicated. the number of long shares will always equal the # of issued and outstanding shares + the number of shorts, fails to delivers and MM short positions. The company pays their portion of the dividend, and all accounts with a negative share position gets debited the corresponding amount. The short ays the dividend, the long recieves it.
correct, although one benefit of being on an exchange is that there is a specialist and maybe one or two third-market makers (generally trimark) to get in the way.
yep, that must be news to everyone, huh?
Some firms place all your shares in the margin account if you have a margin account. I do not think the majority of firms do this. I have only cleared through 1 firm that did. Most of the time a margin account is a type 2 account, a type 11 is new to me.
the shorts are actually fail to delivers, and do not need to borrrow shares.
They probably had a hard time buying back shares on the open market, which would explain why they wanted certed shares more than the NSS arguement would explain the certed shares. yes I know, it was an awkward sentence.
First off, when a company buys back shares in the open market, they can only buy on the bid, and cannot take offers. That is a rule..NOW, since MM's are not required to reflect a customers bid on a pink sheet stock, and the NITE and one other MM seem to have the call on this one, they would have a tough time buying, since if they were at the bid at say, .01, and the ask is .105, they could only buy at the bid, .01... but since the MM doesnt have to reflect their bid, it could move down to a .01 ask, and the company could not buy shares at the ask, even though their order hasn't changed... i hope I explained that one correctly.
i heard pablo escobar's estate bought a few also... with the extra parachutes.
if I knew that, I'd own the world.
no, i have pretty much been an elitist F*** my entire life.
Actually the post you answered was directed towards mrdecember.
I would like you to follow the posts on that topic to see why i answered in such a manner. thanks.
no, they also might want to have a negative share balance to use against your order. that was my point.
why you shouldnt place limit orders on pink sheet stocks.
heres the big problem. MM's are not required to reflect your order in pink sheets, unlike on nasdaq and the exchanges. So here's what happens. assume you have a 2 million share order at the bid, lets say .01... the MM now can take in up to 2 million shares at the bid and try to sell them at the offer, and his risk is mitigated by your order. he will only fill your order if the ask goes to .01, and he will fill your order to dump his inventory on if it looks lower. Conversely, if you have a sell order in at the ask, he will short sell shares at the ask, knowing he can cover with your sell order. The MM's will trade against your limit orders. If you want to buy, buy at the ask, or sell at the bid. a limit order works against you on the pinks.
let me explain this extremely difficult to understand concept to you.
Lets assume that there is a holding company with 25 companies that can be combined into 5 business units. Lets say that 4 of the business units contribute $10 million in profits, and 1 of the business units, because it is ingaged in a long term project that will not reap profits for 3 years, loses 10 million due to the investment needed in that project. That gives the entire company $30 million in profits. Lets assume it trades at a 15 multiple. that gives the company a $450 million market capitalization. With me so far? Good.
Now, assume that the company breaks itself up into 5 separate companies. you now have 4 companies trading at a 15 multiple to their $10 million in earnings, which is $600 million, and 1 company that trades at some other figure. Lets say with a 5 million market cap, for a total of $605 million... get it? Good.
MM's do not want shares.
Anyone with even a modicum of investment experience knows that I am correct on that.
let me explain my post further. A holding company rarely trades at the value that the sum of the parts would command if traded seperately/broken up.
holding companies very rarely get a good multiple, however, they do well when broken up/sold off.
i'd like to talk to you about waterfront development(s). email me @jacopbass@gmail.com if you would. Thanks.
its typical "buy on rumor , sell on news".
my mistake, EOM
my mistake, eom
still, not entirely cheap, but they knew that going in, I hope/would be shocked if they didnt.
the question is what would that medicine be?
the 11 million is only the tip of what a development like that costs. they will get a decent return, but there are a ton of other expenses in land development.
i think that will only happen with audited financials. The NSS if there are any, will probably continue to average up their shorts. the one problem with saying that all shorts will cover is that they will be replaced by other NSS at higher prices, which will add stock supply to the equation, as the stock moves higher, you find other NSS to replace the covering shorts. Thats the problem with the "goes to multi-dollar" theory. Unless there is policing of the laws, there will be nss.
nice try , but other than the option written on the condo deal, the preferreds DO NOT convert, rendering that startegy worthlesss.
to answer your first question, I had heard and read just about everything the rest of the board did, which was a bit before they announced the certed share buyback.
2- as I have said before, if they DO have exactly what they say, the upside is huge. IF they file the necessary paperwork with the SEC and take their medicine re: the shares sold into the Katrina spike W/O a registration statement, wind up with 815 million shares, 80 million shareholders equity, etc. its a no brainer. If they are lying (or could very possibly just honestly reporting as they see it internally, which would be different than what an auditor would allow) ,about their financials/capital structure, there's a whopping lawsuit which still mitigates alot of the risk at these levels, since their holdings exist, and are functioning companies. If they have exactly what they say and file with the sec, I would expect .12 or higher. My personal expectations aren't cast in stone, since 1/2 of the information I use to project prices cannot be relied on, since I do not believe any of the company's projections. I'll just buy when its oversold, and sell when its overbought.(hopefully) I am not still buying, the last buy I had was at .0105.
Another thing I found strange is that in your post of the info from the deed they offered shares of an LLC. LLC's do not have shareholders, or shares, by definition. Thay have members. An LLC cannot trade on a market.
1- the Katrina sells would bring up the unregistered share question, since if they had mentioned that to me I would have brought that up like a bad lunch
2- the revaluation is a bit immaterial, but i wanted to see how they answered that
3- yep, arrogant as hell.
The red flags all have to do with their capital structure, not with their holdings, although I didnt like their rah rah rah about the gravel pit and only to be followed with its a minor part of the company once word of the lawsuits got out.
If these guys are truly ready to show this thing to the world they need to hire a real PR firm and get an investment banking firm that will get them on an exchange, and help get the filings with the SEC. some byu grad with a degree in French isnt the answer (I would think the Amex, if they arent FOS) .
The announcement I would like to see would be simple "PBLS hires XXXX investment banking firm to explore STRATEGIC ALTERNATIVES IN ORDER TO MAXIMIZE SHAREHOLDER VALUE." If these guys are real, any regional or mid sized investment banking company would love to get get this deal to an exchange. It concerns me that there has been no rumors of this (or at least none that I have heard)....
next is your turn whirl.. 1- we all know they sold shares post katrina. so you disagree?. 2- I never called it an empty shell...please show me where I called it an empty shell... you won't because you cant.
I am sure my posts confuse you as you stated.
sure. I asked how, if in 1995 they stated they had 2 or 3 hundred million shares issued, or whatever the # was, how they got to such a large # of shares, when the company confirmed on a more-or less basis the number of shares that i was told was issued.They said some of it was for acquisitions. I asked what about the rest? no answer. I asked how they could possibly revalue their assets (as they claimed on their 7/26 announcements) and they said that they would get appraisals. I mentioned that GAAP requires that assets be reported for balance sheet purposes at aquisition costs. We have our auditors working on that was the answer. I pressed on about the audited financials, and my answer was "well Enron had all sorts of audited financials" which I felt was the most arrogant answer I could get. All the questions were legit and politely posed. All they had to do was return a few calls...
I guess that they dont understand that if they answer questions to stock market guys, they might just get some real buying (not me btw, but REAL buying)...
shouldnt people looking to invest in pbls have the opportunity to read all opinions?
my current shares are not certed.
My "beating a dead horse" issues with the company reduced my expectations as far as the ultimate end game, but since I watch this thing closely enough, I'll trade it. i think part of the "why I am long" part of your question is that the company's assertions and forecasts, if true, would place this stock in a much higher trading range. If they are false, they have stepped in enough mud, as far as their claims and announcements, to make for a great shareholder lawsuit.
To answer your other question, my concerns with management started when the price dropped under .03 during the share buyback.. the basic question was, "why would people sell into the market at .022 (and subsequently lower) when they can sell to the company at .03?" when it got to .01 I really started looking very closely at their announcements, and talking to the company and their IR guy. Once I started asking what I considered tough questions, the company stopped returning my calls.That totally pissed me off. the IR guy still returned my calls but it always wound up in some mindless diatribe about Naked short sellers, AKA "bad guys" which I found to be quite childish. I until very very recently was in the investment industry. I ask some really tough questions that most microcap ceo's and cfo's do not normally get asked. I, from 20+ years in this business see red flags when most people either cannot, or will not see.
Why I cut my own throat? I would rather have the truth and make less or lose, than be lied to and hope I make a killing, and get killed in the process. I do think this is a real company. I just have a bit more grounded expectations.