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It sounded very sensible to me, but how does one explain:
5. If so, what would explain the same high ratios in large cap stocks where there would presumably be no reason for the market maker not to do the buy himself immediately?
lug,
Firstly, this is a little bit of guesswork. I believe, but am not certain, that the return must be filed electronically. The link that we have both seen actually exists for the purpose of preparing and filing the return (obviously the actual filings are hidden from the general public). SPNG's accountant would log on to the website and enter whatever numbers were required to complete the forms.
To answer your question, I believe that we already know. There are two good reasons to think that the filing was not made on time.
1. Old Tymer called Delaware yesterday and was told that the filing had not been made.
2. I believe that, if the company had filed, the website would no longer show the $180,000 tax due for 2009. In a harrowing online chat with Delaware the last time the issue came up, I was left with the impression that that was the tax that would be due if the company did not file and the state performed the calculation based on the default method that the state is entitled to use.
Thank You. I now know why my request to FINRA's Office of the Ombudsman for a written response to this question seems to have been ignored.
A little further clarification, please.
This makes great sense:
"Investor A is long 100 shares and wants to sell. They enter the order through their broker that is routed to a market maker. That market maker will go out and sell the stock into the market before they have bought the stock from you/your broker to close out their account. They do not take possession first as there is no guarantee they can sell the order into the market. By this Notice, the actual sale INTO the market is a short sale because the market maker sold the stock into the market BEFORE they had purchased the stock from you."
But it leaves me wondering:
1. Are the trades described above handled the way they are because because of a concern on the MM's part that thin trading in the issue may result in difficulty finding a buyer? Or is it an issue of the right price?
2. In cases where there is not a concern about finding a buyer does the MM make the buy from the original seller immediately, resulting in that sale being one of those represented by the difference between "short volume" and total volume" in the report?
3. Can we assume that a short trade, as we normally understand it, is part of the "short volume" on the report?
4. Are the implications of your "discovery" that the fact that "short volume" tends to be a larger percentage of "total volume" in some issues results to a large degree from liquidity and execution concerns on the part of the market makers rather than actual short sales as we know them?
5. If so, what would explain the same high ratios in large cap stocks where there would presumably be no reason for the market maker not to do the buy himself immediately?
If that's not a reasonable set of questions, how about just trying to explain the nature of the trades that ARE in the total volume but ARE NOT in the short trade volume?
I appreciate your efforts.....but I personally still can't put the pieces together. Obviously.
Terrific.....something new to not understand.
"to repurchase all or any portion of the 267,154,132 shares issued that RM Enterprises International had purchased from us since January 1, 2008 at the original price paid by RM Enterprises International to us for such shares, or an aggregate of $4,918,432.46 for all of such shares"
1. Is it safe to assume that far less than 267,000,000 SPNG common shares are in the hands of RME today, given that the filings made in October showed that they only held 66,000,000 as of 9/28/09?
2. Based on the filing, the average pps for the shares in question was $.0184. If you were the principals of RME would you sell your shares back to SPNG at a price less than half that of the current market price? In this specific instance, can the directors of SPNG be reasonably expected to act in the best interests of and maintain their fiduciary duty to the shareholders of SPNG?
3. Why won't the voices in my head go away?
"Norman Moskowitz is a FOUNDER of Carters baby clothing"
And is surprisingly healthy for a man nearing his 200th birthday.
http://www.carters.com/about/history.aspx
BTW, the rest of the post is equally cuckoo. Big 8K indeed.
Steve,
"Pike only reports his net increase/decrease in share ownership. He can wash trade all day long to make up that volume and keep the price where he wants."
Possession of the Timewasters of America 300,000th Post Award does not also convey makin' stuff up privileges. There is absolutely no evidence to suggest that either statement is true. Is there? All the filings that I have seen appear to be in order and I believe that there is nothing in his history to support what you suggest.
The good news is the award can't be rescinded.
Message #300,000!!!
Congrats.
OT,
While I do appreciate your telling me that, you should realize that I'm absolutely the last one that needs telling.
ps. No PM.
pps. You should know that, if they don't file, the $180,000 number becomes the correct number by default at some point.
I'm sorry, but this is soooooooooo much funnier the second time around. Thanks.
"Its only twice and someonce a 600k check on us its be wired into us today or Tomorrow and will wire back out to to sorry for any inconvonce but were no going any were but to stand by our business"
For the record, I didn't check your version for typo's. I sure hope it's a c&p and not a re-type :o)
Thanks much, OT.
Knew I had the right man for the job.
Obviously they couldn't answer this unless the company had filed:
"Kirk: Okay, can you tell me what the Outstanding number of shares were used to calculate their current taxes
?"
Can't help but wonder whether they would have.
I'm under the impression that, if they do file (seems like a big "if" at this point), all we'll see on that page is the 2010 version of what we see now.
bl,
OK. Next time I'll just assume what you expressed and you can save your last one for something good. Sorry to hear they've go you jammed up.
MSG has filed documents and affidavits supporting their motion for summary judgment regarding the 2 checks that were not honored upon deposit, indicating at the same time that there is no support for SPNG's cross-claim wherein SPNG seeks a summary judgment of dismissal.
http://iapps.courts.state.ny.us/iscroll/SQLData.jsp?IndexNo=600065-2010#
IMO, if SM can't provide some substantive support for his contentions in his signed affidavit, this party is over. The plaintiff makes a very strong case. And it's SPNG's obligation to provide some evidence that can assure the court that they have a defense or the judge will decide that a trial isn't necessary. Basically, MSG has made it very clear in their papers that SM's affidavit is not true in several respects and they state just that in their affidavits.
lug,
The short answer is that it shows 1)that the franchise tax was due yesterday and 2)a failure to file COULD result in Delaware calculating the tax using a method that would result in a $180,000 tax based on the 3,000,000,000 a/s number and a couple other things.
The a/s history shown is just informational. The franchise tax is the subject.....click around based on the site menu and you'll see that there is an alternative method for calculation of the tax that the company should be using. When they fail to file, the state goes to the default method.
dp,
enter 3601970 at:
https://delecorp.delaware.gov/eCorp/LoginAnnualReportsCLF
Keep some aspirin handy.
Old Tymer,
The franchise tax was due yesterday. The website, at the moment, shows that old $180,000 number as the "tax"........implying that the company has not filed.
I'm still a little loopy from the last go 'round. Any chance you would be interested in asking them for an update? Did they actually file and the site has yet to update? If so, would they be interested in picking the o/s number that they used off the filing? And if they won't do that maybe we can back into it from the amount of the tax.
Of course, if they'd tell us, I guess we'd only know the o/s at the end of May.......only a month and a half fresher than the info we already have. But.........baby steps.
Just askin'.
"But does lend to vast conspiricy theories"
I look forward to those that might propose such theories providing a suitable alternative for the definition of "immediate family" from the NASDAQ rules.
The reference is used for its clarity and suitability in the broadest number of applications. Apparently the NYSE spent a lot of time developing it and its users do so with the expectation that it won't change.
http://www.google.com/search?hl=en&safe=off&client=firefox-a&hs=Hz7&rls=org.mozilla%3Aen-US%3Aofficial&q=%22new+york+stock+exchange%22+%22303A%282%29%28b%29%22&cts=1267536296383&aq=f&aqi=&aql=&oq=
Libra,
The use of the NYSE 303A(2)(b) definition of "immediate family" is a very widely used definition that just affords an easy source for a legal reference. The fact that it appears in the NYSE (versus NASDAQ) rules is meaningless.....it could just as well be from The Cat in the Hat.
FWIW, the whole thing reads:
"General Commentary to Section 303A.02(b): An “immediate family member” includes a
person’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and
daughters-in-law, brothers and sisters-in-law, and anyone (other than domestic
employees) who shares such person’s home. The term “immediate family member” does
not include adult stepchildren who do not share a stepparent’s home or the in-laws of
such stepchildren. When applying the look-back provisions in Section 303A.02(b), listed
companies need not consider individuals who are no longer immediate family members
as a result of legal separation or divorce, or those who have died or become incapacitated."
reg,
I'm not sure whether you're saying that tongue in cheek or seriously. Certainly in everyone's mind on this board it would be a material event, but the SEC doesn't share our definition.
After looking at the definitions for the 8-K categories, I think there are a few that such a piece of info might fit into. My real "concern" is whether the SEC allows such a filing where the issuer is out of compliance. After all, there is absolutely no value to knowing the shares outstanding without knowing the financial condition.
http://sec.gov/about/forms/form8-k.pdf
But, being forever the skeptic, I'm giving a new (to me, at least) SEC investor service a test run with the general question. I'll report any response.
http://investor.gov/
I think I'm missing your point.
All I'm saying is that I'm not convinced that SPNG can 8-k or PR a precise updated share count without being current on their 10Q and 10K filings. But, in the absence of specific guiding rules, I might see things differently if I could see a couple examples of it happening in the real world. Or an example. Especially if it were the primary purpose of the filing or PR.
It's just something that I haven't seen before.
Nice try!!!
SpongeTech(R) Reduced Issued and Outstanding Shares to approximately[color=red][/color] 700,000,000.
Not the required specificity. I'm sure you understand.
"nothing prevents a PR announcing the share structure, nothing."
You wouldn't think so, would you?
Ever seen one?
Same deal as oa, except for PR's instead of 8-K's. There's plenty of nickels to go around.
"They could file an 8K at anytime disclosing the O/S."
I'll give you a nickel for every 8-K you can find where that is the only basis for the filing or the only data filed.
Interested? I've got a couch full.
oa and ab,
Regarding the release of updated o/s numbers:
1. I could certainly be mistaken, but it is my recollection that the current transfer agent hasn't actually been gagged by the company, but rather the company has selected a t/a whose policy does not allow for the dissemination of its clients share information. So they couldn't be ungagged with a simple phone call......a change in t/a's would be required.
2. The company usually publishes the o/s information as part of the 10Q and 10K filings, in which it is required. It's not clear to me that they could file an 8-K for the purpose of reporting o/s information alone, without providing current financial information. And I certainly could be mistaken about that, too.
Just thinking out loud.
Tomorrow.......MSG.
Plaintiff's motion for summary judgment on calendar after a couple agreed upon delays.
P: Pike is assured they are Free trading
and is shown the Opinion Letter to prove it.
L: One cannot buy shares at a 40% discount and have those shares be afforded the same treatment as any other shares.
P: Yes, one can buy free trading shares in bulk that are free trading.
I didn't know this. You are saying that a publicly held company can privately sell shares at a 40% discount and that those shares can be sold in the open market the next day? Is this true?
XXXXXXXXXXXXXXX
P: Since he still holds the original 100mm plus whatever he buys in the open market, his filings will show the total owned until he elects to cover, if ever, or returns the first 100mm to the Mutt Bros.
So, as I said, he ends up with a filing showing he owns 200,000,000 open shares and yet he owns no shares. Right? Or are you suggesting that he files the short coverings and returns to M&M as sales/dispositions?
XXXXXXXXXXXXXXX
Then you changed your scenario. Instead of Pike laying out the cash for the second 100,000,000 shares at .045per, M&M front him the money for that purpose. Yet you neglect to mention that M&M outlay when you sum up: "The Mutt Bros don't actually get stiffed either, since they already have the original $10.6 million AND will get the 100mm shares returned to them".
And on the issue of the pps on their initial 100,000,000, a highly suspect poster (me) showed quite a while ago that it was $.138, not $.106:
(I compiled the number of shares purchased and the dollars spent to purchase them on the first 2 Form 4's that were filed.
They totaled 45,570,000 shares and $2,037,825 (resulting in an average pps of $.0447).
http://www.sec.gov/Archives/edgar/data/1201251/000101359409001621/xslF345X03/spongetechfm4-102909_ex.xml
http://www.sec.gov/Archives/edgar/data/1201251/000101359409001678/xslF345X03/spongetechfm4-122409_ex.xml
The cumulative shares purchased and dollars spent were first reported by Pike on their 13D filed on 12/24.
It reflected a total of 145,570,000 shares and $15,871,027 (an avg pps of $.109).
http://www.sec.gov/Archives/edgar/data/1201251/000101359409001676/spongetech13d-122409.htm
Deducting the intervening purchases from the cumulative purchases resulted in the original 100,000,000 shares having a cost of $13,833,202.....or an average pps of $.138.)
XXXXXXXXXXXXXXXXXXX
So, just for fun, let's see where we end up:
Assumptions
1. Pike pays M&M $13,800,000 for 100,000,000 million shares.
2. Pike shorts 100,000,000 shares @.23per. (.23-40%=.138)
3. Based on your plan B, M&M fronts $4,500,000 to buy another 100,000,000 shares.
4. Pike covers his 100,000,000 share short position and gives M&M the other hundred million.
Summary
1. Pike is up $9,200,000 and has a slew of false filings.
2. M&M are up $9,300,000.
3. Share positions are the same as when the party started.
Fantastic!
Not buyin' it.
wer,
Just an FYI,
If you click on the link that says Spongetech Delivery Systems, Inc. (SPNG) above this post it will take you to a page that has a link saying something like "post New Message". You can use that next time and make contact directly.
Virtual,
No PM for me. I believe that you are positioned perfectly :o)
I was just tweaking pj, sorry you got hit with a little shrapnel. I trust that you both know that it's all in good fun.
Best of luck to you as well.
Hey boy,
"If you think that shorting a stock at $0.04 and having it go to $0.0000 generates anything other than a 100% ROI, all I can say is it's no wonder you're long Spongetech."
You must be kidding.
It doesn't. And if your calculator says that it does you need a new one. Go bang on it some more using a denominator of zero and see if the answer changes when you change the numerator. Get back to me if the answer is ever 1 (hence 100%). I'll wait.
And your attempt to get me to cough up my position is as weak as your math.
GLTYT, A.
pj,
Let me make sure I understand this:
1. Pike, who late in your post is described as "a guy who knows the ropes", buys 100,000,000 shares at a 30-40% discount to the market.
2. Pike the rope-knower readily accepts the representation that they are his to trade at will.
3. He shorts an equal amount of shares and pockets the cash.
4. He is then shocked to read in the financial section of the NY Post that there may be some chicanery going on at the company in which he made his discounted purchase.
5. Upon further research he realizes that he's been had! One cannot buy shares at a 40% discount and have those shares be afforded the same treatment as any other shares.
6. Pike is P.O.ed. Someone must pay for his ignorance! He tells M&M that he's going to hold those shares no matter what they say! (I can't have this right, but "holds the original 100 Million shares hostage"?). And he makes some kind of deal, which I DEFINITELY don't understand.
6. The company is required to file the registration of its shares at the end of September. He subsequently files a Form 3 indicating that he is a 10% beneficial owner in spite of his net position of -0-, reflecting the discounted 100,000,000 share purchase.
7. He commences to buy shares in the open market, with the intent of covering....or covering as he buys....the original 100,000,000.
8. He achieves a 20% ownership position and files a Form 13D accordingly.
9. He files Form 4's and Schedule 13D/A's showing his accumulating shares as he buys them.
10. When he reaches 100,000,000 shares accumulated at an estimated $.045, the above forms will show that he holds 200,000,000.
11. He covers his short position and returns the original 100,000,000 to the company, neither of which result in a filing.
This leaves him holding a couple forms showing that he owns 200,000,000 shares that he no longer owns and, using your estimated pps's, $1,500,000. (BTW, the math showed that his original 100,000,000 shares cost him a little better than $.13, so if the rest of it is right, he's actually a couple mill in the hole).
Is that so?
Did Virtual put you up to this?
Things just haven't been the same since they canceled Picture for a Sunday Afternoon, are they?
:o)
"If you short a stock at $0.04 per share and it goes to $0.0000 what's your ROI?
If you come up with anything other than a 100% ROI
I can prove mathematically to you that you're wrong."
The "I" part of this equation is zero. If you can prove mathematically that ANY return on an investment of zero generates a 100% ROI, "I can prove mathematically to you that you're wrong".
"shares he doesn't have to report having sold immediately. "
Of course he'd have to report both those buys and sells.
ckir,
You're absolutely right. He has to file in 2 days. So, if he buys one day and again 2 days later he incorporates all the buys into one filing, making that filing precisely on the day that it is due based on the first buys. One could say that, if his real purpose was to gain attention, he'd hold off and make a second filing 2 days later. In fact, he'd probably make the filings on the day he made the buys........then he'd REALLY be early.
This is silly. He's just being practical.
"01/14/2010 DICON patent WITH Reckitt Benckiser, WHY?"
What you are seeing is not a patent. It is a patent application which was filed on 5/11/09, which the US Patent and Trademark Office published on 1/14/10. No patent has been issued.
The inventors assigned the patent, should one be issued, to both Dicon and Reckitt Benckiser somehow. And filed the application at a time when Dicon's relationship to SPNG was supplier/customer.
"Why did Reckitt Benckiser associated itself with us on January 14, 2010? "
They didn't.
"Pike did not have to file a 4 until Monday - so he filed early "
Not true. He had to file the buys from the 24th on the 26th.
Did SPNG or RME end up with that "Investment by settlement" in GFGU? Because GFGU announced before today's opening the invention of something that sounds like Google Shopping. Except instead of entering a product name you aim your cell phone at it and it recognizes it by its shape....no logo, barcode or glow-in-the-dark magic symbols necessary. 3-D product recognition.
PPS was down a bit on the news.....guess the market was disappointed.
http://finance.yahoo.com/news/Getfugu-Announces-Completion-iw-1250046581.html?x=0&.v=1
"If you mean "was I sitting at the table" or "listening on the telphone" when the lead investigator said "We're done Mosky. We have everything we need. Is there any final thoughts, comments or issues you wish to raise at this point, because we are packing up and going home"? If Mosky had nothing more to add, the investigator would have stated "Then it's the Wells"."
"I wasn't there."
Thanks. That's what I meant. I guess I must assume that you would add "nor was I told by an involved party". Some things we can't know without asking, especially when a statement implies otherwise.
And I would not have bothered you further had you only begun your post with:
It's reasonable to conclude both that the SEC "field investigation team" is done and that before they left in Mid-December they informed Mosky of the Wells notice....
instead of:
"The SEC "field investigation team" is done. Before they left in Mid-December they informed Mosky of the Wells notice....."
I'm sure you appreciate the difference. An investigator would.
Thanks.
Just checking to make sure that those statements were logic and not fact-based.
"The SEC "field investigation team" is done. Before they left in Mid-December they informed Mosky of the Wells notice...."
How do you, personally, know those things to be facts?
While the remainder of the post is presented as your very reasonable conclusions based on the normal sequence of events, you begin the post with statements of fact.
dp, rec, reg:
I think what started as a simple misunderstanding has gone awry.
Reg used the phrase "after full investigations".
dp asked how reg knew the investigations were complete. Which strikes me as logical enough....after all, how can an investigation be full without being complete?
Bottom line is we don't know if the investigation is complete, so we don't know what the SEC staff concluded. All we can do is draw assumptions based on the Wells notices. And while the SEC does prefer to have the investigation near completion prior to the issuance of the Wells, it wouldn't be proper to assume from that that it is, in fact, complete.