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Bessie,
I wouldn't worry too much about this issue. It will blow over.
I am trying to get this strait. The 85% of the sales from the 3 who sold their shares goes back to the company and goes towards all of the employees salary as well as other stuff. So are you saying that SOME of the proceeds of the S-8 shares went to Mark and Rhonda and Mark? Is that right?
Mike,
Thanks for answering this, so if one of the employees sold $100 worth of stock, the employee gets $15 and the company gets $85? What does the company do with the $85? This is where I am confused. Isn't the $85 in effect being raised for the company by the sale of S-8 shares, and that is what I thought was illegal. By no means am I saying they are doing something illegal, I just want to clarify this. Thanks.
Also Mike,
I am not sure if you are grouping me into to this group complaining about the share price. By no means am I complaining. You are totally right about that run-up. It was totally artificial and based totally on hype. Mike, I am happy with where the share price is right now. Based on fundamentals, we are lucky to be right here. I have patience and I can wait for the pay day. In all fairness to Dave and Mark, I applaud the job they have done. There are many postitives with this company as far as revenue streams and future revenue streams. With that said this forum was set up to discuss this company both good and bad. Discussing negatives is not complaining. I think a few people here are a little too trigger happy in shooting down people with a different view. I can understand that though since people have money here and they feel a need to protect their money at all times. I feel this board has come a long way and has brought up some very good questions, some have been answered, and some haven't.
Mike, I think I am unclear about what the percentages mean. I thought you were saying 15% of the proceeds from the sales go to the employee and the the 85% go back to the busniness? I am confused obviously.
Mike,
I thought it was illegal to sell S-8 shares to raise funds for a company? NO? Also 20 million shares at an average of $.05 would be 1 MILLION DOLLARS. Nice paychecks to pay bills. Also, that email I sent Dave is the only time I have ever corresponded with him, so I can at least say that I am not badgering him. I know he is busy. Scott
Joe,
Rosy wasn't referring to Dave's view,just some of the other investors here. As far as the TA goes, I will never back down on my view that MSEP should be dealing with a TA that is open with the shareholders. If MSEP wants to be as investor friendly as they say they do, then they would do it. I am not saying they have something to hide but why not go that extra mile and find a TA that will disclose. I commend Dave for disclosing the OS to me or anyone else when they ask him, but I want to be able to hear it from a third party. I don't think that is too much to ask, especially in penny land. That would prove to me they really want to be open. I know you might be getting tired of the TA talk, but imo it is important, important enough not to forget it. You have a good weekend too Joe, talk to you later, Scott
So the answers I got from Dave, I pretty much expected. Three of the employees seem to be the ones selling the S-8 shares. I didn't ask who that was but I should have. It's not Dave, Mark or Rhonda. I was told the TA is a professional company that they are happy with, so no reason to go find another. I disagree on that matter. The consultant I am guessing is Brehm or a close associate of his. (10K a month) Why are the 3 other employees selling shares? I don't know. Maybe that is how they get paid. I should have asked that also. If I got a bunch of shares I would sell a little to get by on and wait for the big payday, wouldn't you? But 20 Million? Not really sure. Don't really feel some of you really care what I think of this company, just wanted to make an example of me to not rock the boat. Well, I will stand by my guns on the TA. Why not find a TA that is open with the investor? Other than that, Mark sounds like a stand up guy. I really wasn't too eager to share what I found because I didn't find much and I wasn't to hip on sharing stuff from a private email. The more I thought about I realized it probably wouldn't hurt, plus I did promise I would tell you guys what I found. Anyways not much. I don't like the TA deal. Yes you can ask him what it is and I appreciate that, but you have to respect from an investors point of view of hearing the info from a third party. With this stock you can't do that. Ok enough from me. I await the next couple filings. It just really strikes me as being odd that these three employees sold so many shares at these prices. Why not wait till .15 or .20 if you really thought it was going to get there. And before you say, well hey, everyone's got to eat and pay the bills, I say 20 M + shares? That is a lot. Anyways, I hope you are happy I posted this. My views aren't as rosy as some of yours, but I will not chastise you or make smartass remarks about you if I don't agree. Good luck, Scott
Tetons,
Good for you. Once you get in pennys you get addicted. I used to go to the casinos once or twice a year for the rush. Well after playing pennys, the casinos bore me to death.
Beating for what? What did you say that deserves a beating. There are a couple people here that will beat you if they don't agree with you but I don't take it that serious. It's only money. Good luck.
Goldman and Tetons,
Thanks for the response. I really am just going off of trading the last couple of days, especially today. There was no buying pressure whatsoever, unless a lot of the buys were at the bid. I do know someone here said they bought at the bid today. Anyways it will be interesting to see what happens here. Do we hold or not? P.S. Were you guys in the penny market last summer? It was not a pretty sight.
Does anyone see this happening? It seems like .02 has been good support but we aren't bouning off it like we used to. I think the sell in May and go away started a month early (shell shock from last year) It is my opinion and my opinion only that IF the volume doesn't start picking up we are going to break down below .02. With the summer lull this could get to .013 to .015'sh. I have seen it with many legit pennys over the summer months due to lack of volume. This is just an opinion. I am not saying it will happen but I do think it is possible if everything stays status quo (no significant revenues reported). Hope you understand I am just trying to stir up other people's opinion here. If it does go that low I will definately be loading the boat if I can get some funds together. Good luck, Scott
Thanks Mike. Appreciate it. Scott
Ragin,
You seem to have changed your tune. Kind of like invasion of the body snatchers, lol. Does anyone know what the number is for the transfer agent? I didn't see it posted on the DD page. If anyone could answer I would appreciate it. Thank you, Scott
Colorado, Gedi, Mike, Rich
Colorado, that post wasn't really meant for you, only the opinion part. And you are so right. It was only my opinion. Nothing else. That is why I put IMO after all of it. Hope there are no hard feelings. I got beat up by GZFX, (Gedi and Mike, I think you both know) something big and from then on I have always been looking for early signs of problems. I might be in total error of everything I said today. If that is true I will be the first to apologize to you guys. I am not trying to screw with your guy's money here. I know you all work hard for it as do I. As you all know it is sometimes too good to be true to find a penny stock CEO that is on the up and up, probably I have been too suspicious. With that said I am sending my email off to Dave today and hopefully will hear from him soon. I still have all my shares here and will continue to hold. I don't bash and I don't lie. Maybe I am not the smartest and I just read the 10K wrong. It's very possible. I do appreciate your patience and most importantly that you didn't throw insults around. This is a good board to share info about the company and learn things. I am learning here anyways. Rich, my name is Scott McDermott. If you would like to address me in the future, call me Scott, be respectful, and please no more snide comments. If you can't post to me without being snide, please don't post to me at all. I want to like you but you make it hard. Scott
Rich and all,
I have exceeded my posts allotment today, so this is my last one today, any insults or questions you have for me I would be happy to respond to them tomorrow. Thanks and good luck.
A trap? What trap am I setting? I am all tapped out here. I have got no more money to buy anymore shares of MSEP, so I am not posting this in hopes of buying in lower. All my money is in this and SHRN. How can you say I am setting a trap here? What are you talking about. Mike set up this board to share info about MSEP both good and bad. He wants links to back stuff up and we have them. Now you are saying we are lying and setting traps. Please stop getting so emotional about this and just read the book the way it was written, and not the way you wish it was written. I am sure Mike would appreciate it as this is his board if posters here would stop insuating that other posters are liars, and trap setters (lol) just because they are reporting facts that they find through doing DD. Would you agree, or should we just pretend everything is rosy and mislead future potential investors in this company, as well as present ones? I know you are sitting pretty in at .003 as am I at .0034, but a lot of people got in a lot higher and we owe it to them to find the truth for EVERYONE'S benefit and not just call people liars and cheats for posting what they find.
Bessie,
Here is what happened in a nutshell im my opinion. Dave and Mark set up an S-8 (an employee incentive program) of approx. 70 million shares. These were set aside and part of the O/S. They then purchased a few shares (9 million or so token shares) with their own money on the open market(form 4's). The market saw all this insider buying and liked it and jumped in also. This drove up the PPS big time as expected. Dave and Mark then sold (IMO) these S-8 shares into these rallies and made A LOT of money (compensation for work, as some people here like to call it). The only stipulation of Rule 144 for these sells was that the S-8 sales didn't exceed the volume rule. They WERE NOT required to file a form 4. That's it, they put the bait out there and we took it. (IMO)
Scalecar,
Rich, I don't lie and I don't say I told you so. I was just trying to get everyone here on the same page as to what has taken place. You might be upset with me now, but in the long run I think you will appreciate it. I wish you luck in all your investments. Scott
Rich and Mike,
Read this: This should end the debate. Remember Dave used to be a broker and has his series 7 and 63 license. He isn't stupid. This is taken from FFF's post complete with a link. THE S-8 SHARES MAY BE SOLD BY DIRECTORS AND OFFICERS, AND ARE SUBJECT TO THE VOLUME RESTRICTIONS OF RULE 144 ONLY.
ONLY THE VOLUME RESTRICTIONS, ONLY THE VOLUME RESTRICTIONS.
http://www.boardstrategies.com/boarddoctor/seccomp_resales.html
If the shares granted to Directors pursuant to an equity compensation plan are registered, they cannot be sold, unless there is an exemption available.
Companies often use a registration statement on Form S-8 to register shares for resale by Directors, Officers and employees who are granted stock options or shares as part of their compensation. This is a small document that is relatively easy and inexpensive to use.
Shares registered using Form S-8 may be freely resold without restrictions by employees. Directors and Officers, however, whose shares are registered using Form S-8 are still subject to the volume restrictions contained in Rule 144. Rule 144 prohibits sales by Directors or Officers which, in any three month period, exceed the greater of (i) 1% of the total shares of the company outstanding or (ii) the average weekly trading volume for the preceding 4 weeks.
Rich,
Where did the shares go? They were sold. Are you disputing that they were sold? There are only 5 employees right. Does that mean the other two sold 60-70 million shares? Where did they go?
Gedi,
What then were you saying? They are the employees. All 5 of them.
**************
In addition, if my math is correct, according to the 10K, 23.4 million shares have been isued to employees in 2005 pursuant to the Employee Incentive Stock Plan #3. Perhaps some of these share have hit the market in the last month.
Gedi,
Why no need? It looks like they already burned through the 70 million S-8 shares.
These boards are set up for our own good. The more info you have, the better ability you will have at trading and investing in these companys. We are all on the same side. Let's take the good and the bad and work with it and put the puzzle together and see what we have.
Ding Ding Ding
Gedi gets the prize!!! It's called dilution. The reason I am worried about this is the last part you said, THEY CONTINUE TO ISSUE THEMSELVES SHARES. When is the next S-8?
Rich,
That's a little harsh to say I am lieing. I thought this board was set up to share info, good and bad. Like I said I will get back to the board after I get my questions answered from Dave and let you know what he has to say. Though, I still feel talking to a CEO about his/her company isn't the best way to get a good handle about the negative things going on in any company. Maybe you could be a little more courteous in the future. Someone that is truly compentent and happy with their investment wouldn't be as crass and condescending as you seem to carry yourself when someone disagrees with you. Hope you are haveing a good day Rich. Scott
Just saw this.....lie? Come on Rich, be nice.
Rich,
I am composing a detailed letter to Dave right now. I am trying to get all my questions in an orderly and well thought out manner. I will be sending it to him tomorrow. Hopefully he will respond to me soon after and I can post here what I find. Hope you are having a good day Rich. Just because I don't have as much faith in this company right now as you might doesn't mean we can't all be courteous to each other. Take care and good luck to you.
In the process Rhino eom
Scale Car,
Rich, hey did you see this? I thought this was interesting.
Did you finally look into the facts instead of just arguing to make yourself feel better? Did you find info pertaining to S-8 shares being free trading not requiring Form 3,4, or 5 filing unless total holdings exceed 10%? Raven Moon (RVNM) is the most obvious proof of that fact on the OTCBB.
The CEO gave himself 4,100,000 more shares since December 31. Although the filing is out of order; all of those shares are documented;
http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001301475
It's the other Unregistered and Registered shares (aprox 100,000,000 since Sept 30, 2004) that are unaccounted for.
68,000,000 S-8 shares were handed out through December 13, 2004. Another 23,400,000 S-8 shares were handed out since January 13, 2005 to 5 employees. Ronald Burton Adams, President/ Secretary/ Treasurer of scalecars, LTD of Nevada received 4,900,000 shares on December 13. smallcapvoice received 6,000,000 shares on December 13. According to their website; they only received $5000 cash for services;
http://smallcapvoice.com/disclaimer.html
Where are all of those shares? If you want to continue to believe that Form 3,4, or 5s need to be filed to sell S-8 shares in the open market; it won't change the fact that they don't.
Good luck again.
Scale Car,
Hey Rich, did I miss something? What questions am I supposed to answer? Can you let me know. You have me totally confused. Alright, have a good night. Hope you had a good weekend. Scott
OT
2005 Darwin Awards
Yes, these are all true. They are finally out again. It's an annual honor given to the person who did the gene pool the biggest service by killing themselves in the most extraordinarily stupid way. Last year's winner was the fellow who was killed by a Coke machine which toppled over on top of him as he was attempting to tip a free soda out of it.
And the nominees this year in reverse order are :
7. A young Canadian man, searching for a way of getting drunk cheaply, because he had no money with which to buy alcohol, mixed gasoline with milk. Not surprisingly, this concoction made him ill, and he vomited into the fireplace in his house. This resulting explosion and fire burned his house down, killing both he and his sister.
6. A 34-year-old white male found dead in the basement of his home died of suffocation, according to police. He was approximately 6' 2" tall and weighed 225 pounds. He was wearing a pleated skirt, white bra, black and white saddle shoes, and a woman's wig. It appeared that he was trying to create a schoolgirl's uniform look. He was also wearing a military gas mask that had the filter canister removed and a rubber hose attached in its place. The other end of the hose was connected to one end of a hollow tube approx. 12" long and 3" in diameter. The tube's other end was inserted into his rectum for reasons unknown, and was the cause of his suffocation. Police found the task of explaining the circumstances of his death to his family very awkward.
5. Three Brazilian men were flying in a light aircraft at low altitude when another plane approached. It appears that they decided to moon the occupants of the other plane, but lost control of their own aircraft and crashed. They were all found dead in the wreckage with their pants around their ankles.
4. A 22-year-old, Glade Drive, Reston, VA, man was found dead after he tried to use octopus straps to bungee jump off a 70 foot railroad trestle. Fairfax County police said Eric Barcia, a fast-food worker, taped a bunch of these straps together, wrapped one end around one foot, anchored the other end to the trestle at Lake Accotink Park, jumped and hit the pavement. Warren Carmichael, a police spokesman, said investigators think Barcia was alone because his car was found nearby. "The length of the cord that he assembled was greater than the distance between the trestle and the ground" Carmichael said. Police say the apparent cause of death was "Major" trauma."
3. A man in Alabama died from rattlesnake bites. It seems that he and a friend were playing a game of catch, using the rattlesnake as a ball. The friend, no doubt a future Darwin Awards candidate, was hospitalized.
2. Employees in a medium sized warehouse in west Texas noticed the smell of a gas leak. Sensibly, management evacuated the building, extinguishing all potential sources of ignition; lights, power, etc. After the building had been evacuated, two technicians from the gas company were dispatched. Upon entering the building, they found they'd difficulty navigating in the dark. To their frustration, none of the lights worked. Witnesses later described the sight of one of the technicians reaching into his pocket and retrieving an object that resembled a cigarette lighter. Upon operation of the lighter-like object, the gas in the warehouse exploded, sending pieces of it up to three miles away. Nothing was found of the technicians, but the lighter was virtually untouched by the explosion. The technician suspected of causing the blast had never been thought of as 'bright' by his peers.
AND THE WINNER....
1. Based on a bet by the other members of his threesome, Everitt Sanchez tried to wash his own "balls" in a ball washer at the local golf course. Proving once again that beer and testosterone are a bad mix, Sanchez managed to straddle the ball washer and dangle his scrotum in the machine. Much to his dismay, one of his buddies upped the ante by spinning the crank on the machine with Sanchez's scrotum in place, thus wedging them solidly in the mechanism. Sanchez, who immediately passed his threshold of pain, collapsed and tumbled from his perch. Unfortunately for Sanchez, the height of the ball washer was more than a foot higher off the ground than his testicles are in a normal stance, and the scrotum was the weakest link. Sanchez's scrotum was ripped open during the fall, and one testicle was plucked from him forever and remained in the ball washer, while the other testicle was compressed and flattened as it was pulled between the housing of the washer, and the rotating machinery inside. To add insult to injury, Sanchez broke a new $300.00 driver that he had just purchased from the pro shop, and was using to balance himself. Sanchez was rushed to the hospital for surgery, and the remaining threesome were asked to leave the course.
This last one wouldn't normally count, because the idiot didn't die. But because he cannot reproduce as a result of his qualifying act of stupidity, we have allowed it.
- - - - -
Scale Car,
Rich, what was your question? I will do my best to answer it. Scott
Mike and Scalecar,
This post by Ragin is exactly what I am saying. We have been diluted big time in my opinion. The shares were registered already and don't require a form 4. Many of the shares have been sold imo. Did anyone ever see ETRD on the ask a lot?
Scalecar,
Did you see this post of mine directed to you last night? I was just wondering if you could answer my questions I had for you. Hope you are having a good weekend, Scott
You don't need a form 4 to sell S-8 shares
Goldman,
You will not be bad mouthed here. All opinions are welcome.
I hope you are joking? I bet just about everyone here would agree with me that all those S-8 shares that were issued "to employees" all went directly to Dave, Dave's wife, and Mark. (If anyone doesn't agree, I would be more than happy to hear your take on it, after all that is what this message board is for.)That leaves just 2 more employees, maybe they got a few. Either way, they are UNRESTRICTED. Being that you live so close to these guys, and you talk to them a lot, did you ask about these shares? Did you ask who got them. Did you ask if they sold them into the market? I genuinely would like to hear your take on this. All I want to discuss is the filings with you. Thanks and have a good night Rich. I am looking forward to hearing what you know.
Well,
I am going to email these two employees and ask some tough questions. Every question will have to do with the 10K and nothing but the 10K. Let's see what they have to say. After I do this I will come back Tuesday or Wednesday with what I find out.
Yep,
I am working my 24 hour shift but will only have to work 23 hrs of it and still get paid for the 24. Maybe I will buy more MSEP with it.
Pnew,
Yep, 5 employees.