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Eastunder, thanks for the tip. By the way, when is the yearly report suppose to be reported? Just wanted to make sure that I don't miss the train when it leaves. It is still leaving right? I have set a buy at .31 hope it gets filled this week. I am watching DCBI, EVOL from the advice from this board. Looking for some good entry. Anyway, I hope we can all a good surprise with the coming results.
Good luck to all and peace on earth.
Augie
Eastunder, you think I can get back in in the low .30's or high .20's again? Would like to see your charting expertise in action.... Let me know. I have set a buy order at .32, .31, .30, .29. Of course the higher the price lesser shares. I am looking at around over 100K total. Thanks in advance.
Good luck to all and peace on earth.
Augie
I believe that we should back up the truck and load again. It seems like people are playing with the stock as always (expected). Good run then pull back to almost to where it was before, Before the run. I will be buying again early next week and wait for another run. Tired of waiting.... I hate to say it but I am going to day trade NMKT for awhile until I see a solid run that hopefully does not pull back to the price where it started before the run up... But don't get me wrong I still have loads and loads of shares that I am keeping till it hits the George Washington price and above....
Good luck to all and peace on earth.
Augie
Hello John. Thanks for the heads up. I will look into it and get some shares. I will locked in some profits today from NMKT and I will use those to buy some DCBI. I hope you are right on the money as you were with BRVO. Did I ever thank you for that one? Anyway, Thanks.
Good luck to all and peace on earth
Augie
Charleoi, you are still against NMKT even with this price action??? Did you buy when the price was in the high .20's? You could have made tons of money already....
Good luck to all and peace on earth.
Augie
Tele, How do you like the price action of NMKT this week? You think we will be in the green all week this week? That is what I am shooting for. Green all week for NMKT!!!!!!. That would be sweet!!!!!!!!!!!
Good luck to all and peace on earth.
Augie
O/T Tele, One can only hope for the better. This world is too Crazy that people are killing each other for stupid little things. One can argue they are fighting for what they believe in (Religion) but and again I have not come across any Religion that instigate killing. That is what I am hoping for. Peace on earth.... It may come one day but no one really knows....
Good luck to all and peace on earth.
Augie
That is too funny Thanks for a good laugh about Rick.
Good luck to all and peace on earth.
Augie
Scov, Just wanted some new blood to handle this board. Just going to step aside for the meantime since I will be busy for the coming months. See, new blood on the board is just great. More people posting and sharing their DD's Got to love it. I love the price action this week and hope it keeps up. I have not locked in my profit but eventually will. Hope you got in when the prices we in the high .20's. Anyway, Take Care.
Good luck to all and peace on earth.
Augie
East, not sure where she went. The last post she posted was she sold her shares for NMKT that she bought around .31 Oh well, I am still holding but thinking of locking in some profits from .28. We have earned it from waiting this loooong. I will wait and see what gives tomorrow. Good luck to all and peace on earth.
Augie
To all: Finally we are moving in the right direction. UPwards. Good luck to all and peace on earth.
Augie
Firecracker, I hope this is the correct link for Unione.
http://www.unione.com.br/eng/index.shtm
Good luck to all and peace on earth.
Augie
My02cents, will you do the honor of being the other assistant for this board? I am removing myself for now since I will be very busy for the next few months and will not be able to post as such. I believe you are a great candidate to be even the moderator of this board, you have brought outstanding DD of the company that I have not seen in anyone before. You are trully an asset to this board. Hope you don't mind if I do it anyway.... Good luck to all and peace on earth.
Augie
Firecracker, so are you saying that NMKT could be bought out by another company in the near future since the Verges family owns less shares now? That would be good right? If another company is planning to buy NMKT it is great for the shareholder and its shareprice... Nothing wrong with that...
Good luck to all and peace on earth.
Augie
Done. Good luck to all and peace on earth.
Augie
Sandbath, sure why not? The more facts the better. Good luck to all and peace on earth.
Augie
What is up with our SP? Should I rather say down Well, there is nothing we can do but hope for the best. Not much to say but Good luck to all and peace on earth.
Augie
I really hope so. Phil / Management better not disappoint the shareholders whoever is left... We are skating on thin ice as it is. We need to turn the PPS around soon or people will start to bail and look elsewhere. I hope the projected revenue for 2006 is conservative where we can surpass it easily. Surpassing it is better than not meeting it. If not, we are back to where we started. Good luck to all and peace on earth.
Augie
Firecracker, basically monitoring the board, making sure no swearing, calling names that kind of sort. No bashing, and whatever is posted on the board is the truth, no making up stuff that kind a thing. I am busy with my regular job and this year will be worst for me so I will not be on the board as much. I already mentioned to Matt to put you down as the other assistant and take out Intercepter72. Hope you don't mind. Good luck and peace on earth.
Augie
All, anyone wants to manage a board? Please let me know and I will mention to Matt. We need another assistant to manage the board. Intercepter 72 can be replaced since he is missing in action. My02? Firecracker? do you want to fill the position? or anyone else who is wanting the position. Let me know. Good luck to all and peace on earth.
Augie
SBC357, you may want to consider another assistant for the board to replace Intercepter72. He is already missing in action for a long time now and I would think someone on this board would like to fill that position. I will help as much as I can. Maybe we can make My02cents as the other assistance since he knows NMKT inside and out. Any comments? Good luck to you and all.
Peace on earth,
Augie
Yep. I guess most of the questions we post for him for the CC is eventually being answered. Way to go Phil. That is what we need/want. It is just a matter of time when things fall into place. Hope sooner rather than later.
Good luck to all and peace on earth.
Augie
SBC357, I thought that I am the only gambler on this board. I guess you are too. Anyway, I think we will be okay. Just know when to fold and lock in that profit. Good luck to all and peace on earth.
Augie
You are the MAN. I did buy yesterday just could not believe it dropping that low. Anyway, looking for that run that you are predicting and hoping to lock in some profits. Getting tired of the long long long long long wait. The waiting should be over by now and see some upward trend. Good luck to all and peace on earth.
Augie
Is it time to buy????
Good luck to all and peace on earth.
Augie
Firecracker, I suggest you email this post to Rick Lutz. That is a very good feedback and I want to see if Management is going to do something about it. I know as a shareholder how frustrating this could be and not to mention Reverse Split may come into picture. I rather stay on this exchange rather than having to go through a Reverse Split to get to AMEX. I guess time will tell.
Good luck to all and peace on earth
Augie
My02 thanks for the summary. Now I know why SBC talk highly of you. Very detail oriented not to mention very good DD's. Thanks again.
Good luck to all and peace on earth.
Augie
Any feedback from the CC?
Peace on earth,
Augie
I just got in the conference call. I hate that annoying bell. Anyway, so far so good. At least the CEO is trying to clarify some of our questions. Did they touch the topic on AMEX? I think that one is a major question that is almost asked all the time on this board. Well, I hope they post the CC on their website and I can listen to it on my leisure. Good luck to all and peace on earth.
Augie
Thank you My02Cents. Those are interesting info. Good luck to you and all.
Peace on earth,
Augie
I just called Rick and was not able to reach him. I will try calling him later. I hope I am able to call in for the conference call today. Thus far, it has been hectic here at work. Anyway, good luck to you and all. Peace on earth.
Augie
My0cents, by all means. You can post all your DD's here. I am sure the members/readers on this board will greatly appreciate that. Thanks in advance.
Good luck to all and peace on earth,
Augie
Scovillez, nothing he just wrote call me in the morning. Sorry Not much help there. I will call him tomorrow and find out what he wants.
Good luck to all and peace on earth.
Augie
This is what I submitted to Rick last Thursday for the Conference call this coming Monday. I received an email back on Friday to call Rick but I did not check my email till today. So, I hope we get some of our questions answered tomorrow. We will see.
Good Luck to all and peace on earth.
Augie
Hi Rick,
This is the list that we came up with on the IHUB Board for Phil to answer on the CC this coming Monday. Thank you for your help on this.
Augie from the IHUB Board.
Questions from the IHUB Board Members.
1. Why was NMKT not able to get an AMEX listing in 2005?
2. What has changed that makes it possible to get one in 2006?
3. Is NMKT subject to the New AMEX listing requirement or are they grandfathered in under the Old Standard?
4. Will reverse split be needed to gain listing on the AMEX? If so, how much of a reverse split will be needed?
5. Does NMKT plan to have a CFO or board of directors in the near future? Timeline?
6. What are NMKT’s plan for Xiptel? Do they have a stock dividend, spin off an outright sale or something else?
7. Would NMKT consider selling one of it’s divisions and use the money to reduce outstanding shares?
8. If the company /management think that the company is doing so well \ undervalued, how come no officers / management in the company are buying stocks in the open market?
9. How much total debt does NMKT have at this point? How much is due within the next 12 months? How much within the next 3 years? Any due any longer out?
10. How much cash on hand, if any?
11. What are the conditions of the debt? How much is able to be converted into shares, how many shares at what price or is this up in the air until date of conversion?
12. Phil used to say (a year or two ago) he was buying distressed companies at low prices, bringing them up to better valuations, and setting these deals up so that the better valuations of the companies would increase the share price of the parent company to a higher level than when the deal was originally transacted. In this, there was a bargain valued in because, as he often bragged, the number of shares required to pay off the remainder of the deal in a year or two would be much less (fewer shares) than if he were to pay at the time the original deal was constructed. Of concern is, rather than the value of our shares increasing over the last year, they have markedly decreased. This being the case, will the reverse begin to happen as these deals have to be paid out, and thus are we going to have to pay some exorbitant number of shares due to our lower share price rather than having the bargains we were banking on? I am starting to get quite concerned about this one and this might be who the naked shorters are working for rather than the infamous Augustine fund.
13. Does the old subsidiary of Vergetech still exist? - I am speaking of Innoprise, Inc.. What was Innoprise Inc. for, what did it do?
14. Is Augustine partly involved in any manner in the Innoprise fund? Have they put money into this fund? If so , how much and what percentage does this amount to?
15. How much money total has come into the fund? I know - it is a PRIVATE fund and thus, I do not think you have to disclose this, but we are asking.
How much money total has been loaned out?
Has 100% of these loans been to NMKT?
If not, who else, or what other entities has Innoprise Fund loaned money to? Would you please lay out all the terms and conditions of each of these loans, especially those to NMKT? (Would like to know amounts, % interest, length of time loan is to be effective, default clauses, any involvement of conversions and the way the share values are to be determined, and if any numbers of shares are established, etc.)
16. How is it legal to have a private fund loaning money to a public entity and the private fund have the same persons involved in it as the persons who are directors, debt holders and/or shareholders of the public company?
17. BUSINESS CAPABILITIES:
Please explain Newmarket’s business capabilities (defined/branded products and services, customer bases, etc), using this context:
- $100k capital equipment, implying that you can’t manufacture anything, and have limited physical facilities.
- $100K inventory, implying that you don’t have products that you manufacture and sell
- $0 in Research and Development during your entire tenure at NMKT, suggesting zero innovation or new product development.
- As of Dec 31 2004, only 200 employees, implying that “services” provided by NMKT employees does not represent significant revenue
Specifically:
1. Xiptel: How can Xiptel be operating without capital equipment? Is it coincidence that Xiptel has never announced a named customer? Or that you have chosen not to disclose Xiptel financials, despite suggestions to investors that Xiptel is a spin off candidate?
2. RFID: How can you claim to have an RFID program? No inventory, capital equipment, and no R&D. What is a “provisional patent”, which you announced last year? What is your specific RFID product?
3. Homeland Defense: You make frequent references to “homeland defense solutions”. What specifically are they? Can you provide one specific example of a product? For that product, please explain: How was it developed without R&D? How is it produced without capital equipment? How has it been sold, given that no customer wins or names have ever been announced?
4. Last January you announced that a NMKT subsidiary would be development financial software that would result in an estimated $10million - $12million in 2005 revenue. How, given that there is zero R&D? What were the actual results for 2005? If this was part of the failed logicorp deal, why did you choose not to inform investors that the failure of Logicorp meant that your $10million - $12million revenue expectation is eliminated?
18. DFTS:
a). Defense Technology Systems (DFTS): This company had no assets, $4million in liabilities, no products, 4 (four) employees of which two were clerical, and was in violation of bankruptcy agreements. Why did NMKT enter into a transaction with this company? What role did Augustine Capital, holder of DFTS convertible debt, play? Why did you choose not to include this information when announcing DFTS?
b). In the PR announcing the sale of DCI to Skylynx, you state that DFTS has moved to the pink sheets as part of an effort to fix the company, which implies that this was a voluntary move. Is the real reason because DFTS has been unable to file its June 30, 2005 10K? Why did you choose not to mention the late 10K filing in your explanation?
c). What is the reason why DFTS is unable to file the 10k? Aren’t investors entitled to know this? Given that DFTS refilled it’s 2004 10K this past August, does that suggest that there is an SEC review underway (given that the NMKT refiling were due to an SEC review)?
19. SEC RESTATEMENT:
a). Why did management choose to not timely notify investors of the SEC review, which was conducted in June 2005?
b). When Rick Lutz suggested to investors that the refilings in June 2005 were the result of Amex discussions, was he misleading? Was the real reason due to the SEC investigation?
20. FINANCIAL REPORTING
a). Newmarket’s Accounts Receivable balance of $20million is equivalent to 120 calendar days of sales (or about 140 business days). Why? Given that a normal range is 30-45 days, this would imply that AR in question is approx $10million - $15million.
b). Debt – in the past 5 quarters, $7.6million of debt has been converted to equity (at an average of 21 cents per share). The majority of this debt has never appeared on the balance sheet. Where has it come from? Why have you chosen not to issue 8k disclosure of the transaction details, as required, to inform investors?
c). During your tenure, you have never once issued an 8k disclosing details of a material financial transaction. Given that you are operating without a CFO to countersign, without an independent board of directors, and without an audit committee, what rationale do you have for not filing 8k disclosures to inform investors on the details your self-approved transactions, many of which are to related parties and other business partners?
d). You choose not to disclose revenue and gross margin by business unit. Why? This information is readily available, since it is used to compile the consolidated numbers that you do report.
21. Corporate Governance:
a). You have refused to hire a CFO, you operate with one board member who is not independent, you have spent 80% of your tenure as the only officer, you have never formed an audit committee (which requires independent directors), and you have never submitted a matter to shareholder vote. During that time, you have engaged in: A significant financing transaction with a company that you own (VTI), attempted to form a financing company (Innoprise) in which you would have an economic conflict of interest, issued 5million shares for “consulting services” at an average 50% discount to market, issued 37million shares to convert debt most of which has never appeared on the balance sheet, and engaged in a transaction with a company (DFTS) with significant financial risk that happened to be owned by your business partner (the same one that you attempted to form Innoprise with). Is the reason why you have refused to hire a CFO or appoint a full slate of officers, nominate independent directors and form an Audit Committee because it would limit your ability to engage in the type of dealings that you have conducted during your tenure?
b). You stated last year that the failed financing in Dec 2004 prevented you from hiring a CFO. Why did this prevent you from spending $200k/year on a CFO? Given your insider dealings, consistently late filings, and accounting restatement, why have you chosen not to invest in a CFO? Why can you issue 2million shares for consulting services (at significant discounts to market) in the first 3 quarters of 2005, and yet imply that you can’t afford a CFO? Can you name one other public company who intentionally operates without a CFO?
c). Why has the only board member (in addition to yourself) never been submitted to a shareholder vote?
22. AMEX:
a). NMKT applied for an Amex listing in Jan 2005, at which time you stated that NMKT met all qualifications (that statement was actually from Dec 2004). In Feb 2005, you stated that NMKT was responding to questions. One year later, NMKT is not listed. You have denied that NMKT has been declined. What was the specific response from Amex during 2005? Why have you chosen not to inform investors of this response?
b). Did the Amex response include mentions of the lack of independent directors, lack of an audit committee (which requires independent directors) lack of CFO, consistently late filings, accounting restatement, lack of tangible assets, lack of product/services specifics, and no named customers
23. Has NMKT done anything to make sure that the audited results for 2005 will be filed on time and future reports will be filed in a timely manner?
24. a) Please tell us what our NET TANGIBLE ASSETS are at this point in time. I am NOT asking for stockholder equity or shareholder assets, I am asking for NET TANGIBLES.
b) Will you, from this time on, be able disclose each quarter what our net tangible assets are? I am one shareholder that would appreciate this.
25. Does the company have any plans on reducing the total Outstanding and Fully Diluted Shares count to date?
My02cents, you are most welcome to come and play. SBC357 has spoken highly of you. She mentioned that you do great DD on NMKT and its operations. We need more like you on this board. Enjoy the board and have lots of fun.
Good luck to all and peace on earth.
Augie
Sorry SBC I did not see those queestions. I have added them now.
Good luck to all and peace on earth.
Augie
1. Why was NMKT not able to get an AMEX listing in 2005?
2. What has changed that makes it possible to get one in 2006?
3. Is NMKT subject to the New AMEX listing requirement or are they grandfathered in under the Old Standard?
4. Will reverse split be needed to gain listing on the AMEX? If so, how much of a reverse split will be needed?
5. Does NMKT plan to have a CFO or board of directors in the near future? Timeline?
6. What are NMKT’s plan for Xiptel? Do they have a stock dividend, spin off an outright sale or something else?
7. Would NMKT consider selling one of it’s divisions and use the money to reduce outstanding shares?
8. If the company /management think that the company is doing so well \ undervalued, how come no officers / management in the company are buying stocks in the open market?
9. How much total debt does NMKT have at this point? How much is due within the next 12 months? How much within the next 3 years? Any due any longer out?
10. How much cash on hand, if any?
11. What are the conditions of the debt? How much is able to be converted into shares, how many shares at what price or is this up in the air until date of conversion?
12. Phil used to say (a year or two ago) he was buying distressed companies at low prices, bringing them up to better valuations, and setting these deals up so that the better valuations of the companies would increase the share price of the parent company to a higher level than when the deal was originally transacted. In this, there was a bargain valued in because, as he often bragged, the number of shares required to pay off the remainder of the deal in a year or two would be much less (fewer shares) than if he were to pay at the time the original deal was constructed. Of concern is, rather than the value of our shares increasing over the last year, they have markedly decreased. This being the case, will the reverse begin to happen as these deals have to be paid out, and thus are we going to have to pay some exorbitant number of shares due to our lower share price rather than having the bargains we were banking on? I am starting to get quite concerned about this one and this might be who the naked shorters are working for rather than the infamous Augustine fund.
13. Does the old subsidiary of Vergetech still exist? - I am speaking of Innoprise, Inc.. What was Innoprise Inc. for, what did it do?
14. Is Augustine partly involved in any manner in the Innoprise fund? Have they put money into this fund? If so , how much and what pecentage does this amount to?
15. How much money total has come into the fund? I know - it is a PRIVATE fund and thus, I do not think you have to disclose this, but we are asking.
How much money total has been loaned out?
Has 100% of these loans been to NMKT?
If not, who else, or what other entities has Innoprise Fund loaned money to? Would you please lay out all the terms and conditions of each of these loans, especially those to NMKT? (Would like to know amounts, % interest, length of time loan is to be effective, default clauses, any involvement of conversions and the way the share values are to be determined, and if any numbers of shares are established, etc.)
16. How is it legal to have a private fund loaning money to a public entity and the private fund have the same persons involved in it as the persons who are directors, debt holders and/or shareholders of the public company?
17. BUSINESS CAPABILITIES:
Please explain Newmarket’s business capabilities (defined/branded products and services, customer bases, etc), using this context:
- $100k capital equipment, implying that you can’t manufacture anything, and have limited physical facilities.
- $100K inventory, implying that you don’t have products that you manufacture and sell
- $0 in Research and Development during your entire tenure at NMKT, suggesting zero innovation or new product development.
- As of Dec 31 2004, only 200 employees, implying that “services” provided by NMKT employees does not represent significant revenue
Specifically:
1. Xiptel: How can Xiptel be operating without capital equipment? Is it coincidence that Xiptel has never announced a named customer? Or that you have chosen not to disclose Xiptel financials, despite suggestions to investors that Xiptel is a spin off candidate?
2. RFID: How can you claim to have an RFID program? No inventory, capital equipment, and no R&D. What is a “provisional patent”, which you announced last year? What is your specific RFID product?
3. Homeland Defense: You make frequent references to “homeland defense solutions”. What specifically are they? Can you provide one specific example of a product? For that product, please explain: How was it developed without R&D? How is it produced without capital equipment? How has it been sold, given that no customer wins or names have ever been announced?
4. Last January you announced that a NMKT subsidiary would be development financial software that would result in an estimated $10million - $12million in 2005 revenue. How, given that there is zero R&D? What were the actual results for 2005? If this was part of the failed logicorp deal, why did you choose not to inform investors that the failure of Logicorp meant that your $10million - $12million revenue expectation is eliminated?
18. DFTS:
a). Defense Technology Systems (DFTS): This company had no assets, $4million in liabilities, no products, 4 (four) employees of which two were clerical, and was in violation of bankruptcy agreements. Why did NMKT enter into a transaction with this company? What role did Augustine Capital, holder of DFTS convertible debt, play? Why did you choose not to include this information when announcing DFTS?
b). In the PR announcing the sale of DCI to Skylynx, you state that DFTS has moved to the pink sheets as part of an effort to fix the company, which implies that this was a voluntary move. Is the real reason because DFTS has been unable to file its June 30, 2005 10K? Why did you choose not to mention the late 10K filing in your explanation?
c). What is the reason why DFTS is unable to file the 10k? Aren’t investors entitled to know this? Given that DFTS refilled it’s 2004 10K this past August, does that suggest that there is an SEC review underway (given that the NMKT refilings were due to an SEC review)?
19. SEC RESTATEMENT:
a). Why did management choose to not timely notify investors of the SEC review, which was conducted in June 2005?
b). When Rick Lutz suggested to investors that the refilings in June 2005 were the result of Amex discussions, was he misleading? Was the real reason due to the SEC investigation?
20. FINANCIAL REPORTING
a). Newmarket’s Accounts Receivable balance of $20million is equivalent to 120 calendar days of sales (or about 140 business days). Why? Given that a normal range is 30-45 days, this would imply that AR in question is approx $10million - $15million.
b). Debt – in the past 5 quarters, $7.6million of debt has been converted to equity (at an average of 21 cents per share). The majority of this debt has never appeared on the balance sheet. Where has it come from? Why have you chosen not to issue 8k disclosure of the transaction details, as required, to inform investors?
c). During your tenure, you have never once issued an 8k disclosing details of a material financial transaction. Given that you are operating without a CFO to countersign, without an independent board of directors, and without an audit committee, what rationale do you have for not filing 8k disclosures to inform investors on the details your self-approved transactions, many of which are to related parties and other business partners?
d). You choose not to disclose revenue and gross margin by business unit. Why? This information is readily available, since it is used to compile the consolidated numbers that you do report.
21. Corporate Governance:
a). You have refused to hire a CFO, you operate with one board member who is not independent, you have spent 80% of your tenure as the only officer, you have never formed an audit committee (which requires independent directors), and you have never submitted a matter to shareholder vote. During that time, you have engaged in: A significant financing transaction with a company that you own (VTI), attempted to form a financing company (Innoprise) in which you would have an economic conflict of interest, issued 5million shares for “consulting services” at an average 50% discount to market, issued 37million shares to convert debt most of which has never appeared on the balance sheet, and engaged in a transaction with a company (DFTS) with significant financial risk that happened to be owned by your business partner (the same one that you attempted to form Innoprise with). Is the reason why you have refused to hire a CFO or appoint a full slate of officers, nominate independent directors and form an Audit Committee because it would limit your ability to engage in the type of dealings that you have conducted during your tenure?
b). You stated last year that the failed financing in Dec 2004 prevented you from hiring a CFO. Why did this prevent you from spending $200k/year on a CFO? Given your insider dealings, consistently late filings, and accounting restatement, why have you chosen not to invest in a CFO? Why can you issue 2million shares for consulting services (at significant discounts to market) in the first 3 quarters of 2005, and yet imply that you can’t afford a CFO? Can you name one other public company who intentionally operates without a CFO?
c). Why has the only board member (in addition to yourself) never been submitted to a shareholder vote?
22. AMEX:
a). NMKT applied for an Amex listing in Jan 2005, at which time you stated that NMKT met all qualifications (that statement was actually from Dec 2004). In Feb 2005, you stated that NMKT was responding to questions. One year later, NMKT is not listed. You have denied that NMKT has been declined. What was the specific response from Amex during 2005? Why have you chosen not to inform investors of this response?
b). Did the Amex response include mentions of the lack of independent directors, lack of an audit committee (which requires independent directors) lack of CFO, consistently late filings, accounting restatement, lack of tangible assets, lack of product/services specifics, and no named customers
23. Has NMKT done anything to make sure that the audited results for 2005 will be filed on time and future reports will be filed in a timely manner?
24. a) Please tell us what our NET TANGIBLE ASSETS are at this point in time. I am NOT asking for stockholder equity or shareholder assets, I am asking for NET TANGIBLES.
b) Will you, from this time on, be able disclose each quarter what our net tangible assets are? I am one shareholder that would appreciate this.
Running List. Sending to RR end of day today 5:00 EST. If you guys want to reword the question for Charleoi feel free to post the corrected questions if you guys think his questions are in accusatory format
Good luck to all and peace on earth.
Augie
1. Why was NMKT not able to get an AMEX listing in 2005?
2. What has changed that makes it possible to get one in 2006?
3. Is NMKT subject to the New AMEX listing requirement or are they grandfathered in under the Old Standard?
4. Will reverse split be needed to gain listing on the AMEX? If so, how much of a reverse split will be needed?
5. Does NMKT plan to have a CFO or board of directors in the near future? Timeline?
6. What are NMKT’s plan for Xiptel? Do they have a stock dividend, spin off an outright sale or something else?
7. Would NMKT consider selling one of it’s divisions and use the money to reduce outstanding shares?
8. If the company /management think that the company is doing so well \ undervalued, how come no officers / management in the company are buying stocks in the open market?
9. How much total debt does NMKT have at this point? How much is due within the next 12 months? How much within the next 3 years? Any due any longer out?
10. How much cash on hand, if any?
11. What are the conditions of the debt? How much is able to be converted into shares, how many shares at what price or is this up in the air until date of conversion?
12. Phil used to say (a year or two ago) he was buying distressed companies at low prices, bringing them up to better valuations, and setting these deals up so that the better valuations of the companies would increase the share price of the parent company to a higher level than when the deal was originally transacted. In this, there was a bargain valued in because, as he often bragged, the number of shares required to pay off the remainder of the deal in a year or two would be much less (fewer shares) than if he were to pay at the time the original deal was constructed. Of concern is, rather than the value of our shares increasing over the last year, they have markedly decreased. This being the case, will the reverse begin to happen as these deals have to be paid out, and thus are we going to have to pay some exorbitant number of shares due to our lower share price rather than having the bargains we were banking on? I am starting to get quite concerned about this one and this might be who the naked shorters are working for rather than the infamous Augustine fund.
13. Does the old subsidiary of Vergetech still exist? - I am speaking of Innoprise, Inc.. What was Innoprise Inc. for, what did it do?
14. Is Augustine partly involved in any manner in the Innoprise fund? Have they put money into this fund? If so , how much and what pecentage does this amount to?
15. How much money total has come into the fund? I know - it is a PRIVATE fund and thus, I do not think you have to disclose this, but we are asking.
How much money total has been loaned out?
Has 100% of these loans been to NMKT?
If not, who else, or what other entities has Innoprise Fund loaned money to? Would you please lay out all the terms and conditions of each of these loans, especially those to NMKT? (Would like to know amounts, % interest, length of time loan is to be effective, default clauses, any involvement of conversions and the way the share values are to be determined, and if any numbers of shares are established, etc.)
16. How is it legal to have a private fund loaning money to a public entity and the private fund have the same persons involved in it as the persons who are directors, debt holders and/or shareholders of the public company?
17. BUSINESS CAPABILITIES:
Please explain Newmarket’s business capabilities (defined/branded products and services, customer bases, etc), using this context:
- $100k capital equipment, implying that you can’t manufacture anything, and have limited physical facilities.
- $100K inventory, implying that you don’t have products that you manufacture and sell
- $0 in Research and Development during your entire tenure at NMKT, suggesting zero innovation or new product development.
- As of Dec 31 2004, only 200 employees, implying that “services” provided by NMKT employees does not represent significant revenue
Specifically:
1. Xiptel: How can Xiptel be operating without capital equipment? Is it coincidence that Xiptel has never announced a named customer? Or that you have chosen not to disclose Xiptel financials, despite suggestions to investors that Xiptel is a spin off candidate?
2. RFID: How can you claim to have an RFID program? No inventory, capital equipment, and no R&D. What is a “provisional patent”, which you announced last year? What is your specific RFID product?
3. Homeland Defense: You make frequent references to “homeland defense solutions”. What specifically are they? Can you provide one specific example of a product? For that product, please explain: How was it developed without R&D? How is it produced without capital equipment? How has it been sold, given that no customer wins or names have ever been announced?
4. Last January you announced that a NMKT subsidiary would be development financial software that would result in an estimated $10million - $12million in 2005 revenue. How, given that there is zero R&D? What were the actual results for 2005? If this was part of the failed logicorp deal, why did you choose not to inform investors that the failure of Logicorp meant that your $10million - $12million revenue expectation is eliminated?
18. DFTS:
a). Defense Technology Systems (DFTS): This company had no assets, $4million in liabilities, no products, 4 (four) employees of which two were clerical, and was in violation of bankruptcy agreements. Why did NMKT enter into a transaction with this company? What role did Augustine Capital, holder of DFTS convertible debt, play? Why did you choose not to include this information when announcing DFTS?
b). In the PR announcing the sale of DCI to Skylynx, you state that DFTS has moved to the pink sheets as part of an effort to fix the company, which implies that this was a voluntary move. Is the real reason because DFTS has been unable to file its June 30, 2005 10K? Why did you choose not to mention the late 10K filing in your explanation?
c). What is the reason why DFTS is unable to file the 10k? Aren’t investors entitled to know this? Given that DFTS refilled it’s 2004 10K this past August, does that suggest that there is an SEC review underway (given that the NMKT refilings were due to an SEC review)?
19. SEC RESTATEMENT:
a). Why did management choose to not timely notify investors of the SEC review, which was conducted in June 2005?
b). When Rick Lutz suggested to investors that the refilings in June 2005 were the result of Amex discussions, was he misleading? Was the real reason due to the SEC investigation?
20. FINANCIAL REPORTING
a). Newmarket’s Accounts Receivable balance of $20million is equivalent to 120 calendar days of sales (or about 140 business days). Why? Given that a normal range is 30-45 days, this would imply that AR in question is approx $10million - $15million.
b). Debt – in the past 5 quarters, $7.6million of debt has been converted to equity (at an average of 21 cents per share). The majority of this debt has never appeared on the balance sheet. Where has it come from? Why have you chosen not to issue 8k disclosure of the transaction details, as required, to inform investors?
c). During your tenure, you have never once issued an 8k disclosing details of a material financial transaction. Given that you are operating without a CFO to countersign, without an independent board of directors, and without an audit committee, what rationale do you have for not filing 8k disclosures to inform investors on the details your self-approved transactions, many of which are to related parties and other business partners?
d). You choose not to disclose revenue and gross margin by business unit. Why? This information is readily available, since it is used to compile the consolidated numbers that you do report.
21. Corporate Governance:
a). You have refused to hire a CFO, you operate with one board member who is not independent, you have spent 80% of your tenure as the only officer, you have never formed an audit committee (which requires independent directors), and you have never submitted a matter to shareholder vote. During that time, you have engaged in: A significant financing transaction with a company that you own (VTI), attempted to form a financing company (Innoprise) in which you would have an economic conflict of interest, issued 5million shares for “consulting services” at an average 50% discount to market, issued 37million shares to convert debt most of which has never appeared on the balance sheet, and engaged in a transaction with a company (DFTS) with significant financial risk that happened to be owned by your business partner (the same one that you attempted to form Innoprise with). Is the reason why you have refused to hire a CFO or appoint a full slate of officers, nominate independent directors and form an Audit Committee because it would limit your ability to engage in the type of dealings that you have conducted during your tenure?
b). You stated last year that the failed financing in Dec 2004 prevented you from hiring a CFO. Why did this prevent you from spending $200k/year on a CFO? Given your insider dealings, consistently late filings, and accounting restatement, why have you chosen not to invest in a CFO? Why can you issue 2million shares for consulting services (at significant discounts to market) in the first 3 quarters of 2005, and yet imply that you can’t afford a CFO? Can you name one other public company who intentionally operates without a CFO?
c). Why has the only board member (in addition to yourself) never been submitted to a shareholder vote?
22. AMEX:
a). NMKT applied for an Amex listing in Jan 2005, at which time you stated that NMKT met all qualifications (that statement was actually from Dec 2004). In Feb 2005, you stated that NMKT was responding to questions. One year later, NMKT is not listed. You have denied that NMKT has been declined. What was the specific response from Amex during 2005? Why have you chosen not to inform investors of this response?
b). Did the Amex response include mentions of the lack of independent directors, lack of an audit committee (which requires independent directors) lack of CFO, consistently late filings, accounting restatement, lack of tangible assets, lack of product/services specifics, and no named customers
23. Has NMKT done anything to make sure that the audited results for 2005 will be filed on time and future reports will be filed in a timely manner?
Running list so far:
Good luck to all and peace on earth
Augie
NMKT QUESTIONS FROM IHUB
1. Why was NMKT not able to get an AMEX listing in 2005?
2. What has changed that makes it possible to get one in 2006?
3. Is NMKT subject to the New AMEX listing requirement or are they grandfathered in under the Old Standard?
4. Will reverse split be needed to gain listing on the AMEX? If so, how much of a reverse split will be needed?
5. Does NMKT plan to have a CFO or board of directors in the near future? Timeline?
6. What are NMKT’s plan for Xiptel? Do they have a stock dividend, spin off an outright sale or something else?
7. Would NMKT consider selling one of it’s divisions and use the money to reduce outstanding shares?
8. If the company /management think that the company is doing so well / undervalued, how come no officers / management in the company are buying stocks in the open market?
9. How much total debt does NMKT have at this point? How much is due within the next 12 months? How much within the next 3 years? Any due any longer out?
10. How much cash on hand, if any?
11. What are the conditions of the debt? How much is able to be converted into shares, how many shares at what price or is this up in the air until date of conversion?
12. Phil used to say (a year or two ago) he was buying distressed companies at low prices, bringing them up to better valuations, and setting these deals up so that the better valuations of the companies would increase the share price of the parent company to a higher level than when the deal was originally transacted. In this, there was a bargain valued in because, as he often bragged, the number of shares required to pay off the remainder of the deal in a year or two would be much less (fewer shares) than if he were to pay at the time the original deal was constructed. Of concern is, rather than the value of our shares increasing over the last year, they have markedly decreased. This being the case, will the reverse begin to happen as these deals have to be paid out, and thus are we going to have to pay some exorbitant number of shares due to our lower share price rather than having the bargains we were banking on? I am starting to get quite concerned about this one and this might be who the naked shorters are working for rather than the infamous Augustine fund.
13. Does the old subsidiary of Vergetech still exist? - I am speaking of Innoprise, Inc.. What was Innoprise Inc. for, what did it do?
14. Is Augustine partly involved in any manner in the Innoprise fund? Have they put money into this fund? If so , how much and what pecentage does this amount to?
15. How much money total has come into the fund? I know - it is a PRIVATE fund and thus, I do not think you have to disclose this, but we are asking.
How much money total has been loaned out?
Has 100% of these loans been to NMKT?
If not, who else, or what other entities has Innoprise Fund loaned money to? Would you please lay out all the terms and conditions of each of these loans, especially those to NMKT? (Would like to know amounts, % interest, length of time loan is to be effective, default clauses, any involvement of conversions and the way the share values are to be determined, and if any numbers of shares are established, etc.)
16. How is it legal to have a private fund loaning money to a public entity and the private fund have the same persons involved in it as the persons who are directors, debt holders and/or shareholders of the public company?
17. BUSINESS CAPABILITIES:
Please explain Newmarket’s business capabilities (defined/branded products and services, customer bases, etc), using this context:
- $100k capital equipment, implying that you can’t manufacture anything, and have limited physical facilities.
- $100K inventory, implying that you don’t have products that you manufacture and sell
- $0 in Research and Development during your entire tenure at NMKT, suggesting zero innovation or new product development.
- As of Dec 31 2004, only 200 employees, implying that “services” provided by NMKT employees does not represent significant revenue
Specifically:
a. Xiptel: How can Xiptel be operating without capital equipment? Is it coincidence that Xiptel has never announced a named customer? Or that you have chosen not to disclose Xiptel financials, despite suggestions to investors that Xiptel is a spin off candidate?
b. RFID: How can you claim to have an RFID program? No inventory, capital equipment, and no R&D. What is a “provisional patent”, which you announced last year? What is your specific RFID product?
c. Homeland Defense: You make frequent references to “homeland defense solutions”. What specifically are they? Can you provide one specific example of a product? For that product, please explain: How was it developed without R&D? How is it produced without capital equipment? How has it been sold, given that no customer wins or names have ever been announced?
d. Last January you announced that a NMKT subsidiary would be development financial software that would result in an estimated $10million - $12million in 2005 revenue. How, given that there is zero R&D? What were the actual results for 2005? If this was part of the failed logicorp deal, why did you choose not to inform investors that the failure of Logicorp meant that your $10million - $12million revenue expectation is eliminated?
18. DFTS:
a. Defense Technology Systems (DFTS): This company had no assets, $4million in liabilities, no products, 4 (four) employees of which two were clerical, and was in violation of bankruptcy agreements. Why did NMKT enter into a transaction with this company? What role did Augustine Capital, holder of DFTS convertible debt, play? Why did you choose not to include this information when announcing DFTS?
b. In the PR announcing the sale of DCI to Skylynx, you state that DFTS has moved to the pink sheets as part of an effort to fix the company, which implies that this was a voluntary move. Is the real reason because DFTS has been unable to file its June 30, 2005 10K? Why did you choose not to mention the late 10K filing in your explanation?
c. What is the reason why DFTS is unable to file the 10k? Aren’t investors entitled to know this? Given that DFTS refilled it’s 2004 10K this past August, does that suggest that there is an SEC review underway (given that the NMKT refilings were due to an SEC review)?
19. SEC RESTATEMENT:
a. Why did management choose to not timely notify investors of the SEC review, which was conducted in June 2005?
b. When Rick Lutz suggested to investors that the refilings in June 2005 were the result of Amex discussions, was he misleading? Was the real reason due to the SEC investigation?
20. FINANCIAL REPORTING
a. Newmarket’s Accounts Receivable balance of $20million is equivalent to 120 calendar days of sales (or about 140 business days). Why? Given that a normal range is 30-45 days, this would imply that AR in question is approx $10million - $15million.
b. Debt – in the past 5 quarters, $7.6million of debt has been converted to equity (at an average of 21 cents per share). The majority of this debt has never appeared on the balance sheet. Where has it come from? Why have you chosen not to issue 8k disclosure of the transaction details, as required, to inform investors?
c. During your tenure, you have never once issued an 8k disclosing details of a material financial transaction. Given that you are operating without a CFO to countersign, without an independent board of directors, and without an audit committee, what rationale do you have for not filing 8k disclosures to inform investors on the details your self-approved transactions, many of which are to related parties and other business partners?
d. You choose not to disclose revenue and gross margin by business unit. Why? This information is readily available, since it is used to compile the consolidated numbers that you do report.
21. Corporate Governance:
a. You have refused to hire a CFO, you operate with one board member who is not independent, you have spent 80% of your tenure as the only officer, you have never formed an audit committee (which requires independent directors), and you have never submitted a matter to shareholder vote. During that time, you have engaged in: A significant financing transaction with a company that you own (VTI), attempted to form a financing company (Innoprise) in which you would have an economic conflict of interest, issued 5million shares for “consulting services” at an average 50% discount to market, issued 37million shares to convert debt most of which has never appeared on the balance sheet, and engaged in a transaction with a company (DFTS) with significant financial risk that happened to be owned by your business partner (the same one that you attempted to form Innoprise with). Is the reason why you have refused to hire a CFO or appoint a full slate of officers, nominate independent directors and form an Audit Committee because it would limit your ability to engage in the type of dealings that you have conducted during your tenure?
b. You stated last year that the failed financing in Dec 2004 prevented you from hiring a CFO. Why did this prevent you from spending $200k/year on a CFO? Given your insider dealings, consistently late filings, and accounting restatement, why have you chosen not to invest in a CFO? Why can you issue 2million shares for consulting services (at significant discounts to market) in the first 3 quarters of 2005, and yet imply that you can’t afford a CFO? Can you name one other public company who intentionally operates without a CFO?
c. Why has the only board member (in addition to yourself) never been submitted to a shareholder vote?
22. AMEX:
a. NMKT applied for an Amex listing in Jan 2005, at which time you stated that NMKT met all qualifications (that statement was actually from Dec 2004). In Feb 2005, you stated that NMKT was responding to questions. One year later, NMKT is not listed. You have denied that NMKT has been declined. What was the specific response from Amex during 2005? Why have you chosen not to inform investors of this response?
b. Did the Amex response include mentions of the lack of independent directors, lack of an audit committee (which requires independent directors) lack of CFO, consistently late filings, accounting restatement, lack of tangible assets, lack of product/services specifics, and no named customers
This is your last chance to add to the list. I will email the questions to Rick by the end of the day. Let me know.
Good luck to all and peace on earth.
Augie
Yes we need a CFO and Board of Directors. Without them NO AMEX. I really hope that we get this going this 1st quarter. Keeping my finger crossed.
Good Luck to all and peace on earth.
Augie