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It made sense to me.
The assumptions are 1)the 14.3million are issued out of the CURRENT outstanding and 2)143million shares are subsequently issued.
Obviously if the 14.3 are newly issued, they would add to the o/s basis.
How does your math differ?
tj,
re: "why the need to raise the A/S though, as the PR also states"
Others have also suggested that the PR says that, but it doesn't. Unless it's in some of that secret language that they speak sometimes.
"Our chief role is to protect investors by maintaining the fairness of the U.S. capital markets."
That statement suggests a broader power than they actually have. The element of the marketplace that they regulate and have influence over is limited, for the most part, to the "securities firms" referenced earlier in their self-description (they used to be called the National Association of Securities Dealers). They are member-based, so it should not be a surprise that their Board of Governors is composed of people from within the industry.
One of the relatively rare "contacts" that they have with the market at the investor level relates to the communication to the investing public of certain actions, one of which is a dividend issuance, of OTC companies. We've seen that this is initiated by the filing of an issuer of an "Issuer Company-Related Action Notification Form".
http://www.finra.org/web/groups/industry/@ip/@comp/@mt/documents/appsupportdocs/p122176.pdf
That's the form that EIGH filed when they notified FINRA of the $.005/share dividend.
FINRA undoubtedly heard from both their own members and investors when the $.10 dividend was pr'ed without an update to their Daily List and then canceled the day before it was scheduled to be paid. However, FINRA has no regulatory authority over an issuer (except for those fines we talked about), so it's reasonable to assume that they communicated those details to Papa SEC for any action that they deemed necessary.
Why would FINRA tell someone on the EIGH message board of their actions?
Just speculation:
They obviously shouldn't. However, it wouldn't be the first time that someone was driven to speak beyond their authority by their status as a wannabe.
Another possibility is that the FINRA employee actually was indicating what their policy would require under the circumstances and not, in fact, that that action had been taken.
There's a third possibility, but I think it would be a TOU violation to suggest it.
Anecdotally, the gentlemen that I spoke to at FINRA made it clear that their sole purpose in the process was to review the filing and provide the entry to their Daily List for public access. He highlighted the fact that the review did not include any consideration of the issuers ability to pay the dividend and specifically stated that a decision to change the amount of the dividend was within the rights of the issuer. He indicated that there was an underlying assumption that the filing was made with the intent to make the payment and that FINRA could make no judgment to the contrary.
$P,
I'm not sure how we got to this point in the discussion.
Thomas Kelly is the only insider by definition. We don't know if he has any shares to sell.
If Jonathon Bryant has any shares, he had less than 10% of the O/S as of 6/30, based on the company's report (I know....don't say it).
We approach these things differently.
Maybe your knowledge of the history of some folks here provides you insights that I don't have. I try to avoid those insights and concentrate on the written record, thereby limiting the influence of opinion. I was trying to get jshook16 to say who he considered to be insiders, is all.
OK, so you don't believe that Tom Kelly is selling shares.
I don't remember anyone espousing the theory that he was, but you may very well be correct.
jshook,
Maybe you misunderstood my question.
By definition and according to the company Thomas Kelly is the ONLY insider.
Saying that "no insiders are selling any shares" merely indicates that Mr. Kelly isn't selling any shares. If that is all that you intended to convey, that's fine with me. If you are saying that other people, people that you consider to be insiders but who do not meet the standard definition of insiders, are selling, then who exactly are you referring to?
ps. I'm not in a group (see below).
Thanks toxic....your experience in these things is welcome, as usual.
The assumption that led to my concluding that it was a silly question, which may or may not be flawed, was that Mr. Greenberger was not "a pre-bankruptcy creditor". Only such a relationship would have resulted in his name being on the creditors list. Obviously he could have had a relationship as or through another entity before or after the filing and we wouldn't be able to discern that from the filings.
In that respect sponge infomaster was correct. And I would gladly admit to a silly question in return for some of the insights and thought processes of Mr. Greenberger. I'm pretty sure it wouldn't be my first silly question anyway.
:o)
"Folks, there are no insiders selling any shares, that's just plain ridiculous."
The standard definition of insiders includes corporate officers, directors and 10% beneficial owners. According to the company's most recent report there are no 10% beneficial owners and Thomas Kelly is the only officer/director.
When you say that "there are no insiders selling any shares" are you simply saying that Thomas Kelly isn't selling any shares? Or do you have other shareholders in mind when you use the term "insiders"? If so, who are they?
Thanks in advance.
"they just announced in increase in AS from 700,000,000"
I don't believe that you are correct about that. Show me where.
Thank you, infomaster.
I appreciate your taking the time to establish an Ihub account solely for the purpose of responding for Mr. Greenberger, who apparently established an account solely to ask the following:
"Why is anyone trading here anyway and what is weird about today's trades?"
Of course you are correct. A participant in DIP financing would not appear on a creditors list...it was a silly question. Perhaps even sillier than "Why is anyone trading here anyway.....".
However, I take it from your response that the answer to my other question (Are you the Robert Greenberger that sent a letter to the court that said....
"I have assumed a position as a lender to Spongetech following their filing for Chapter 11 protection"?) would be "Yes" had Mr. Greenberger chosen to answer it.
His letter to the court, as I'm sure you aware, began with the following sentence:
"I am writing as the shareholder of record of 7.25 million shares of Spongetech Delivery Systems, Inc."
The holder of such a position in Spongetech, who saw fit to add to his exposure even after the company filed bankruptcy, is obviously a unique individual. He perceived positive prospects for the company that were not borne out by subsequent events...in fact, eventually being moved to ask "Why is anyone trading here anyway...?". It would have been interesting to many Ihub Spongetech board members to gain an insight into the specific issues and communications that might have influenced Mr. Greenberger to have that positive perspective and my response to him was in the hope that he might begin to provide that insight. This board provides a unique opportunity for him to speak and for us to learn.
Please pass it on.
Since the birth of the corporation....7/31/07. There have never been any increases to the number of shares authorized.
http://www.otcmarkets.com/otciq/ajax/showFinancialReportById.pdf?id=25855
"When are the 3rd qtr. results supposed to be posted?"
To maintain their "current information" status they need to be filed within 45 days of the end of the quarter, so I guess that would be 11/14.
"there u go, proof that EIGH gagged the TA"
It doesn't read that way to me. The policy is not company-specific and was not in effect when they were selected as the company's t/a. If a shareholder has a complaint, it would be that his company continues to use a transfer agent after it has changed its policy to make share structure information more difficult to access. EIGH did not gag the TA, who has many, many clients to whom I believe the same policy applies. I did not identify EIGH in my questions.
http://www.otcmarkets.com/service-provider?id=2227&b=n&filterOn=6
That said, investing in a non-reporting company that isn't legally required to provide share structure information on a quarterly basis is a risk that I personally wouldn't take. The idea that one must ask their broker to ask their transfer agent for that information leaves too much room for finagling to suit me.
It appears that the company could not "ungag" the transfer agent, even if it wanted to.
A very recent exchange with the transfer agent:
Dear Mr. Bogutski,
There is an aspect of your following communication, received recently, that is not clear to me:
"As of August 4, 2010: Signature Stock Transfer, Inc, will no longer provide share structure information for any of our clients to non-affiliates without the issuer's consent other than brokerage or clearing houses. Please refer to public sources for latest company filings such as Edgar filings, the SEC website, or the issuer's website."
Do you require a client's consent for each individual request for information or would you accept a blanket consent for release from an issuer should the issuer prefer to use you as their public source of share structure information?
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
**We either need a request from a broker or clearing house or we need the authorization from the company.
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
Mr. Bogutski,
Thank you for the prompt response, however it did not address the specifics of my question. Perhaps the question was poorly posed.
Could the "authorization from the company" that you require come in the form of a blanket authorization to release the share structure data to any inquirer or do you require authorization for each individual inquiry?
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
**Because of the volume of requests from the same holders on a daily basis or multiple times in the same day this policy has been put into place, all requests will either need to come from a broker or from the issuer. We will not accept a blanket release for this information at this time as of this time.
Please contact your broker to request the inforation from us (as other holders have already done).
Thank you
Jason M. Bogutski-President
SIGNATURE STOCK TRANSFER, INC.
Excerpts from an email from Monk....posted and reposted by him "By request".
"I have personally been involved in 2 other plays where a group of disciplined investors locked up the float to the point where they held more than was actually out there to trade...Keep in mind also, that it really doesn't matter what the company does... "
"TUBR about a year and a half ago... A completely useless company by all rights...not meant as a criticism to them... but nothing for revenues and in my opinion a poor business model...
We locked up the float and took it from around .40 to $4.44 in 13 days... Keep in mind... we were all in for a long time prior doing exactly what we are now with CDIV... just locking up the float..."
"EVCC around the same time frame... another penny stock with a nice share structure... Are you ready for this... a one man company... he made catalytic converters in his garage... again... we locked up the float... we took this one to nearly $8.00 in two weeks..."
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=45578589
It's worth noting that Monk does not personally take credit for finding those companies and directing the strategy. But I'd like to know how and when the decision was made by that "group of disciplined investors" to sell their holdings and how the group shared that decision amongst themselves. Maybe it would give a clue as to how that can be expected to unfold here.
Anyone remember? If I was in the group I'd sure like to know what to expect.
ps. TUBR, which was a company that was supposed to compete somehow with Youtube, changed its name to Emerging World Pharma in 2009, purportedly investing in generic pharma companies and trades for $.031/share. EVCC sells for a nickel on the days that it trades and maybe I missed it, but the all time high that I saw for the stock was $7.74 and it closed that day (1/29/07) at $3.52.
You're right.
I thought that the repetitive nature of the offense and the reference to the SEC itself might garner more attention than your everyday falsehood. History should have taught me that the actions or lack thereof of the Commission can't be anticipated. And that some companies refuse to learn from their mistakes. I should know better than to expect common sense.
"IMHO, this company has already been contacted by the SEC"
"The SEC has always been painfully slow, why would you think this case is any different?"
Were they already contacted, but slowly?
Obviously the company has no obligation to publicize any contact. I'm repeating myself, but I thought that one of the first things that might come out of a contact would be the disappearance of the improper Commission reference in the disclaimer. It might not be a priority in our minds, but I'll bet the SEC is a mite sensitive about it.
ud,
Wouldn't you think that one of the first things that the SEC would do is "suggest" that they pull the reference to the imaginary "Form 10-KSB and its other filings with the Securities and Exchange Commission" out of all their press releases? For that reason alone I'm inclined to think that they may not have been contacted, informally or otherwise.
Obviously, though, they should have been.
We got "exchange progression"ed THRICE. And then there's the non-dilutable shares and the instigated actions.
Produced by Mike Tyson and Directed by Norm Crosby.
Shrapnel for the good Professor?
In his drunkest moment he couldn't compete with this:
"Investors are advised that due to the absolute requirement to attain higher exchange status and to fund its acquisitions, the number of issued shares will increase. These shares will be held as collateral to raise the cash requirements for acquisitions and exchange progression, will be non-dilutable, and will be returned to treasury after the loan term and retired. The available public float will not increase from its current figure, but will be decreased to 20M shares. Any increase in non-dilutable shares issued to accommodate expansion will be matched by increased revenue, profit, improved balance sheet and asset value and increased shareholder equity for exchange progression."
:o)
Are you the Robert Greenberger that sent a letter to the court that said....
"I have assumed a position as a lender to Spongetech following their filing for Chapter 11 protection"?
If so, please explain your absence from the creditors list.
Whoops....700,000,000.
It wouldn't, unless they've already issued 700,000 shares.
To be considered for admission to the OTCQX U.S. tier of OTCQX, the Company shall:
g) Have a minimum bid price of $0.10 per share for its common stock as of the close of business on each of the 90 consecutive trading days immediately preceding the Company’s application for OTCQX, provided, however, that in the event that (i) there has been no prior public market for the Company’s securities in the U.S. and (ii) FINRA has approved a Form 211 relating to the Company’s securities, then the Company may apply in writing to Pink OTC Markets for an exemption from the minimum bid price requirements of this Section 2.2(g), which exemption may be granted by Pink OTC Markets in its sole and absolute discretion;
h) Have (i) audited balance sheets as of the end of each of the two most recent fiscal years, or as of a date within 135 days if the Company has been in existence for less than two fiscal years, and audited statements of income, cash flows and changes in stockholders’ equity for each of the fiscal years immediately preceding the date of each such audited balance sheet (or such shorter period as the Company has been in existence), with each such financial disclosure made in accordance with U.S. GAAP and including all matters of which the Company is aware that are relevant to the Company’s ability to continue as a going concern, including, without limitation, significant conditions and events and the Company’s plans to mitigate such conditions and events; and (ii) unaudited interim financial reports, prepared in conformance with U.S. GAAP, including a balance sheet as of the end of the Company’s most recent fiscal quarter, and income statements, statements of changes in stockholders’ equity and statements of cash flows for the interim period up to the date of such balance sheet and the comparable period of the preceding fiscal year;
Works for "companies that have positive cash flow and sound fundamentals" as well as "useless stocks with poor business models".
It's a very flexible system.
As long as the team keeps buying shares until there are no shares left for sale, it's foolproof.
Next you'll be telling me that that's not a reasonable expectation.
"FLOAT LOCK DOWNS
...Once the company is located and researched, our team begins to lock down the float. We purchase our shares on the open market and continue to accumulate the shares until the float is owned in its entirety."
You left out the first sentence, which I thought was the most interesting statement of all:
"A Float Lock Down is created by researching companies that have positive cash flow and sound fundamentals…..and, of course the most important factor…..a favorable share structure."
Which of the companies selected for purchase had the qualities of positive cash flow and sound fundamentals? It's hard to get the "team" to play without a tempting backstory. Sometimes you have one and sometimes you have to make one up.
"The company would have to sell restricted stock to someone, take the cash generated and use it to fund the development. Is that what they mean?"
That's what I thought they meant. The specific gibberish at issue is:
"As part of its investment strategy, 8000inc will provide through restricted stock the first traunch in the initial $1.5M working capital for this subsidiary project to begin its site development."
In this guy's language he could be saying that they are actually issuing restricted shares to somebody AS "the first traunch.......", etc.
But go easy on me...I was only trying to answer "where is the 1.5 million shares coming from?" The larger question of the reasonableness of announcing their intention to make a partial payment towards a $1.5m investment in a 1.2m sq ft construction project by issuing restricted shares while sitting on a $40m cash windfall the day after promising to buy back the majority of the float.....well, I don't think I would've tried to answer that question. But it doesn't seem too reasonable, now that I think about it.
:o)
tj,
The simplest questions are always the best.
Someone else has pointed out that it is 1.5m dollars, not shares ("As part of its investment strategy, 8000inc will provide through restricted stock the first traunch in the initial $1.5M working capital").
Restricted shares could be issued from the 500,000+ authorized shares that (we think) have yet to be issued. Obviously this would add to the outstanding share number, diluting the EPS number (of course, that's if they have an E). It wouldn't add to the float, though.
To sum up, if there were an equal number of restricted shares issued as there were shares bought back, EPS would stay the same but the float would be reduced. I think that you would find that most investors would consider the net effect on the share value to be zero, except for the added risk of buying shares back at an unknown future price.
Meanwhile the "windfall" lies fallow. Right.
"the 68million shares that just came off restriction into the Market."
They apparently made their way into the market a long time ago. From the company's pink sheet filings:
As of 3/31
Number of common shares outstanding: 143,824,000
Public Float: 77,391,750
Beneficial Owners holding more than 5%
Conrad Wall
Number: 62,500,000
As of 6/30
143,824,000 issued and outstanding on 06/30/10.
Therefore the actual available float is and still remains 77,391,750.
Beneficial Owners holding more than 10%
There are no beneficial owners holding more than 10%
Someone else will have to explain how Conrad Wall went from 62,500,000 to less than 14,382,400 without changing the float.
And how one can add up 22,000,000+5,000,000+62,500,000+77,391,750 without getting more than 143,824,000.
And one must wonder if those shares were sold on the open market or if they somehow became part of the "unique financing model utilizing non-dilutable stock as collateral."
By the way, can they do this without a shareholder vote?:
"The Board is currently assessing a proposed offer to privatize the Group and a merger with a target entity established on a higher exchange. The company will announce its decision accordingly."
When was the last shareholder meeting anyway? Did I miss it? The company by-laws say:
"2.1 ANNUAL MEETING.
Unless otherwise designated by the Board of Directors, the annual meeting shall be held on the date and at the time and place fixed by the Board of Directors; provided, however, that the first annual meeting shall be held on a date that is within 18 months after the date on which the Corporation first has stockholders, and each successive annual meeting shall be held on a date that is within 18 months after the preceding annual meeting."
So many questions.......
You're reading it perfectly. There's nothing unclear about it. It IS an amazing commitment.
oa,
Can you answer this poster's 2+ month old question that never got a response? I am assuming that any board members at the time who could have answered the question, would have.
"What is the DTCC issue? I know it keeps some brokers from selling eigh but what caused them to get flagged by the DTCC."
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=53234497&txt2find=dtcc
I thought that the DTCC had the clearing services function locked up and as I'm sure you are aware they have the ability to essentially put a hold on an issue's trading entirely. Does an issuer have to apply for their services? Who provides the clearing function in the absence of DTCC? How does the situation here differ?
TIA
Fraud.
Requires a trial (or a guilty plea).
US Code TITLE 18 PART I
CHAPTER 63—MAIL FRAUD AND OTHER FRAUD OFFENSES
§ 1348. Securities and commodities fraud
as an example. It comes in many flavors.
http://www.law.cornell.edu/uscode/18/usc_sec_18_00001348----000-.html
You're lucky you missed it...wish I had. K's style is mindnumbing but effective and Briggs can't get out of his own way. Last 4 rounds were a little scary for me....I've seen too many fights like that end badly.
mytigger,
I know that you've said it several times now, but I need to read it again to be sure.
You are saying that the following statement does not mean that the company has filed Form 10-KSB with the SEC, implying thereby that the word "other" isn't really there and that the company filled out a Form 10-KSB but did not file it:
"For a more complete description of these and other risk factors that may affect the future performance of 8000 Inc. see "Risk Factors" in the Company's Annual Report on Form 10-KSB and its other filings with the Securities and Exchange Commission."
I didn't provide the Wiki reference as a source of information, but rather to establish the lack of it.
Specifically, the following information items that you and archives.gov indicate are simple to get and do not invade the subjects right to privacy to provide seem to be impossible to get, or certainly unclear, in the case of a former President:
Dates of Service
Assignments and Geographical Locations
Place of entrance and separation
Finally, at the end of the Freedom of Information Act and the Privacy Act (FOIA) Section of the page that you linked there is another link to "Provisions of the Freedom of Information Act". I think that you might get a better feel for how simple the process of getting the information sought is in practice versus in theory by clicking on it.
For your convenience:
http://www.archives.gov/st-louis/military-personnel/foia-info.html#mprfoia
The State of Nevada appears to have no law requiring that the source of the funding to be used for a dividend be identified. I welcome anyone to cite a law indicating otherwise.
http://www.leg.state.nv.us/nrs/
Which, if correct, would mean that the following is not:
"As a result, The Board of 8000inc announces that this review indentified, subsequent to declaring a dividend of 10 cents per share to be paid on October 15 2010, the accounting treatment of the cash windfall resulting from the Company's unique financing model cannot be deemed either revenue or retained earnings, and therefore, these monies are ineligible for the purposes of issuing a special dividend."
Of course, I could be mistaken.....wouldn't be the first time. I'll be quick to apologize if I am.
One thing I'm certain of is that, whatever the real reason was for the cancellation of the $.005/share dividend filed with FINRA that was then declared to be $.10/share, that cancellation was communicated to shareholders on the day before the dividend was due to be paid to those shareholders.
"loanranger, I think you stoped reading too early."
You're right, I did.
The truth is that I don't care what Mr. Williams service record is or if he has one. As you rightly pointed out in a subsequent post, the only connection that the issue has to EIGH involves his credibility....and that only matters if Monk's Den and EIGH are connected somehow.
But your initial post suggested that the people that might be interested in the issue were less than sincere because the answer was "simple" to determine......"one only has to fill out a simple form".
And it turns out that that may not be the case, doesn't it? After all, you're explanation of the process evolved into:
"What you would be looking for here is if they have a record of that person in the service, no one really wants the specifics of his service. If the request was to return with an offical stating There is no record of this person, then there is your answer. If on the other hand the responce is, we have a record but we are not going to give it to you. Then you know they have a record. Having a record on file would at least indicate that that person was indeed in the military. So yes, it is simple, sort of. The more inforamtion someone has the better the results are with these things. How else do you think members of the press get these things? You hear all the time, so and so was found out to have lied about their military service. Someone actually has to make an effort to find this through FOIA but they have to 1st collect enough information about the subject to get a good search."
Which frankly has all the simplicity of the company's latest press release.
The military has great respect for the privacy of its members. In response to:
"How else do you think members of the press get these things? You hear all the time, so and so was found out to have lied about their military service."
I offer you this:
http://en.wikipedia.org/wiki/George_W._Bush_military_service_controversy
It really doesn't appear to be all that simple.
It is interesting.
So now, in addition to filing out a SF-180, which calls for information that we can't provide because it isn't in the public domain (almost all of the information that the form seeks), we need to cover it with a Freedom of Information Act request.
How will the Navy respond if the most we can provide is "Jerry S. Williams"?
A.
B.
C.
D.
E. Not enough information
Does the FOIA request serve to waive the SF-180's requirement for an Authorized Signature?
"Signature Required in # 3 below of veteran, next of kin, legal guardian, authorized government agent or ”other” authorized representative. If “other” authorized representative, provide copy of authorization letter."
And you made it sound so easy:
"If someone ever claims to be in the service, one only has to fill out a simple form to find out iff the claims are true or not."
You make it sound so easy.
Can ANYONE really do it?
http://www.archives.gov/research/order/standard-form-180.pdf
I'll be very surprised if I see the following in the next PR:
"For a more complete description of these and other risk factors that may affect the future performance of 8000 Inc. see "Risk Factors" in the Company's Annual Report on Form 10-KSB and its other filings with the Securities and Exchange Commission."
It would be very unwise for the company to continue to imply that any information is on file with the SEC when it isn't. I'm surprised that they haven't heard from the Commission on the issue already, given that they have used the reference in PR's going back at least as far as November 2009.
http://www.nasdaq.com/aspxcontent/newsHeadlines.aspx?symbol=EIGH&selected=EIGH&SourceCode=PMZ&currPage=1&previd=20100216%5cACQPRN201002160900PR_NEWS_USPR_____TO247.htm