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Testing various price points for a new retail product is done UNIVERSALLY.
"A vendor KNOWS what their product should cost to make a given return."
The fact that a given selling price gives a desired margin on a known cost can't be the only factor used to make a pricing decision. If a product costs a retailer $5.50 and the typical gross margin in that market is 50%, you would have them sell that product for $11. Yet the incremental margin dollars generated by increased unit sales from pricing the item at $9.95 might surprise you. On the other hand, testing might show that the reduction in unit sales resulting from a selling price of $14.95 versus $11 is little enough so that, not only can the higher price be safely charged, but room is left to allow a sale price at a later time and still earn his normal margin. Obviously the pricing of similar product must also be considered.
Perhaps you might consider using "~!~ Never heard of such a thing" as your signature.
Lots of simple arithmetic.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=45348177
"Pretty much in-line with what you quoted from stox, right?"
No.
Jay,
In the first case, your response reasonably addresses the likelihood that a process has begun to resolve a conflict versus the contention that that conflict has been resolved. In the second you express an opinion that conforms to a legal process versus a statement indicating an awareness that the company is determined to compromise that same process.
1.
SM: "We'll soon see just what the talked about Wells notice settlement consists of in its entirety." (note the tense)
Jay: "Mr. Siegel very likely initiating meetings with his former associates or successors at the SEC's NY Dept of Enforcement, where he previously served as Chief Attorney. Or maybe he met directly with the staff in Washington after receiving the Notice." (note the conjecture)
2.
SM: "It being doubtful in the extreme that management would open the info./detail floodgates in full in the absence, at the very least, of official assurance of said opening resulting in an expedited return to being OTCBB quoted." (no assurance, no filing)
Jay: "My opinion being that management has no choice but to submit the filings while on the current trading venue, and the question now revolving on the timing of the 211 approval." (simply, acceptance of the process)
So no, Jay, I don't view your response as being "Pretty much in-line with what you quoted from stox". Apart from its readability, which I greatly appreciate, it shows a measure of reason and self-doubt that are notably absent from SM's posts on the same issues. Where you use the terms "should have,", "seems", "likely" and "maybe", we hear "we'll soon see", "there will be" and "we have" from SM, indicating an ability to both see the future and divine as current fact things about which the rest of us are unaware.
I do hope that, to the extent that he continues to post, you will respond to him in a manner that the rest of us can understand. While I have no use for his posts whatsoever, I have found your responses interesting and valuable.
ps. I can't help but add that the following is representative of the type of statement that bothers me the most about SM's influence.....when an independent thinker repeats it as if it is true:
"Stox provided that negotiations were in progress while the investigation was in the active phase."
Plausible, certainly.
Factual, maybe.
But it bothers me that you repeat it as gospel.
Based on his filings, the original 100,000,000 shares were bought on the open market. At an average price of $.138 they certainly weren't acquired at a deep discount. The only way that the math wouldn't support that conclusion is if the 100,000,000, which was reported as a position versus a purchase, represents a net number of shares that resulted from both buy(s) and sell(s) transactions.
I don't think so either.
However, my concern wasn't with RME's status as a priority creditor...or not....in a bankruptcy. But rather with the issue that Reseller Mike I believe rightly feels will be decided by the SEC. That being, from an accounting standpoint: is RME a SPNG creditor, shareholder or both and how should that relationship have been expressed on the books of the company?
Wish I knew, but I sure look forward to finding out.
That's pretty much where I was going. One wouldn't go to the trouble of creating a brand new, previously undiscovered accounting term just for the fun of it. Guess they weren't comfortable with "The company has no debt".
"WAIT, I FORGOT, SPONGETECH DOESN'T HAVE ANY DEBT, BOOOYAAAAA"
The last 3 10Q's filed by the company include the following phrase:
"The Company has no outside debt."
Which begs the question...is there "inside" debt?
I suspect that it's a naive question, but I need to ask it:
Funds were extended to SPNG by RME prior to, during and subsequent to the period covered by the referenced 10Q's. None of those 10Q's reflected any debt on their balance sheets. What did the advance of those funds represent if not an extension of debt when the terms of the funding include the right of the "borrower" to re-purchase the shares? Doesn't the stock just become a form of collateral and shouldn't the loan be recorded as what it is, a loan? As it stands, if I follow the transaction, these funds are being recorded as sales of common stock, with no reflection of the right of the lender's right to return them to the company on the company's balance sheet. Is that the proper way to account for these transactions?
"SPONGETECH DOESN'T HAVE ANY DEBT"
Are you sure about that?
Same deal. 2 days.
h,
It's 2 days.
And a good excuse to say thanks. The Yahoo board dredged that up a couple weeks ago.
jay,
"I also look forward to stox's responses. They typically delve more deeply into the question at hand, and provide more detail than is contained in the initial post. The fact that stox can reply with that level of detail lends to his credibility."
Regrettably I can't agree with the above. I don't pretend to understand most of what he says.......and what I do understand I rarely agree with.
Apparently, and PLEASE correct me if I misunderstand, his most recent two posts indicate that he feels that:
1. A "Wells notice settlement", which I assume refers to a settlement between the SEC and the 3 respondents regarding the violations outlined in the notice, has already been reached and it's just a matter of the details being made public.
"We have the Wells notice settlement detail yet to go primetime".
"We'll soon see just what the talked about Wells notice settlement consists of in its entirety."
2. The company has sought and expects the assurance of the regulatory authorities that an OTCBB listing will be provided concurrent with the filings of the delinquent reports so that institutional and other investors will have a venue readily available to them that allows orderly trading.
"The strong likelihood being that, at the very least, there will be official assurance that the OTCBB goal will manifest in a timely manner following delinquency, etc. matters being cleared up in full."
Even stating that, in the absence of such assurances, the company would just plain not file.
"It being doubtful in the extreme that management would open the info./detail floodgates in full in the absence, at the very least, of official assurance of said opening resulting in an expedited return to being OTCBB quoted."
I have no comment on his phantom shares concerns based on my ignorance of the processes and the non-payment/NSF/stop payment issues seem to speak for themselves......they in no way represent normal negotiating techniques........but the two items above can only represent one of three things (or a combination thereof): inside information, a vivid imagination or an intent to mislead. Clearly, we don't agree that "The fact that stox can reply with that level of detail lends to his credibility." My understanding of that term is that it is a characteristic based upon a history of reliable information, supported by the details.
But maybe I just misunderstand.
ps. Do you know which Terms of Use are resulting in his posts being deleted?
Copytech,
You don't deserve this because you either chose not to read the whole post or were unable to grasp it all, but just in case anyone reads your post and walks away from it with the impression that I'm not objective I must point out that my post included:
" Following receipt of a Wells submission, the staff often will agree, upon request, to meet with counsel to discuss the contemplated enforcement action. This process has a certain amount of fluidity and can lead to multiple meetings, sometimes advancing up the chain to increasingly senior staff members."
I don't deny a bias....it's not reflected in the post.
jay,
Much of your post solicits your buddy's opinions and I don't want to interrupt that process.....I look forward to his responses. But you do pose one question of fact:
"How much time is allowed for a Wells Submission, or to resolve a Wells Notice? Seems to be a negotiable issue."
There is no rule that I was able to find......and I looked VERY hard....that dictates a fixed time for a Wells submission. A Wells notice does not get "resolved".....it initiates a process which can end in a decision by the Commission to pursue remedies or not and that process is not formally limited as to duration. Your own link was VERY informative on both the submission and the process, so I've pulled a bunch of quotes from it that have an effect on the "time" issue. It should be noted that the document is not the law itself but rather a discussion of the processes created as a result of the law.
" The process begins at or close to the conclusion of an investigation."
"A due date is set for the Wells submission, often at least 2 to 3 weeks hence, but that deadline “is often negotiable and subject to an extension as long as the staff believes that counsel is proceeding in good faith.”"
"Typically, defense counsel will request and the staff will grant a “Wells meeting” with counsel prior to the Wells submission."
"The staff will present “a more detailed account of its case: their view of the relevant facts, the applicable law, and their theory of any violations.”"
"SEC Wells submissions are limited to 40 pages but may be single spaced, which typically provides an ample length to address even complicated cases. The staff has granted relief from this limitation in some cases. Following receipt of a Wells submission, the staff often will agree, upon request, to meet with counsel to discuss the contemplated enforcement action. This process has a certain amount of fluidity and can lead to multiple meetings, sometimes advancing up the chain to increasingly senior staff members.1 Based on the course of discussions with the staff, the staff will alter the factual and/or legal premises of its case and thereafter will permit the potential defendant to submit a supplemental or revised Wells submission. Moreover, the Wells process may cause the staff to undertake additional investigation in recognition of weaknesses in the investigatory record."
As you can see it is a relatively open ended process, especially given the last paragraph above. However, given that 30+ days have passed since receipt of the notice, it's entirely possible, should the 3 respondents have decided not to offer a submission, that the staff is currently preparing its own submission for the Commission.
The section entitled "The SEC’s Wells Process" of YOUR link is not lengthy and is very helpful.
Aha! A revocation or a 12 month suspension action.
They DO exist!
MLM,
Thanks, but I believe(?) that your Wiki quote has the following meaning:
Skin care and cosmetic products do not require FDA approval prior to sale.
However, I believe that the FDA is the responsible agency for safety and other considerations once a product is on the market. A few excerpts from the FDA website:
"Does FDA approve cosmetics before they go on the market?
FDA's legal authority over cosmetics is different from other products regulated by the agency, such as drugs, biologics, and medical devices. Cosmetic products and ingredients are not subject to FDA premarket approval authority, with the exception of color additives. However, FDA may pursue enforcement action against violative products, or against firms or individuals who violate the law."
XXXXXXXXXXXXXXXXXX
How FDA defines "soap"
Not every product marketed as soap meets FDA's definition of the term. FDA interprets the term "soap" to apply only when --
* The bulk of the nonvolatile matter in the product consists of an alkali salt of fatty acids and the product's detergent properties are due to the alkali-fatty acid compounds, and
* The product is labeled, sold, and represented solely as soap [21 CFR 701.20].
If a cleanser does not meet all of these criteria...
If a product intended to cleanse the human body does not meet all the criteria for soap, as listed above, it is either a cosmetic or a drug. For example:
If a product --
* consists of detergents or
* primarily of alkali salts of fatty acids and
* is intended not only for cleansing but also for other cosmetic uses, such as beautifying or moisturizing,
it is regulated as a cosmetic.
If a product --
* consists of detergents or
* primarily of alkali salts of fatty acids and
* is intended not only for cleansing but also to cure, treat, or prevent disease or to affect the structure or any function of the human body,
it is regulated as a drug.
If a product --
* is intended solely for cleansing the human body and
* has the characteristics consumers generally associate with soap,
* does not consist primarily of alkali salts of fatty acids,
it may be identified in labeling as soap, but it is regulated as a cosmetic.
XXXXXXXXXXXXXXXXXXXXXXXXXXX
Wiki makes it sound a lot easier than it is.
Have a look:
http://www.fda.gov/Cosmetics/GuidanceComplianceRegulatoryInformation/ucm074201.htm
http://www.fda.gov/Cosmetics/GuidanceComplianceRegulatoryInformation/ucm074162.htm
But please don't forget, I was just GUESSING!
Here's my guess......but that's all it is:
http://www.fda.gov/AboutFDA/WorkingatFDA/Ethics/ucm079482.htm
"The Food and Drug Administration's (FDA) filers (i.e., employees who are required to file either a confidential or public financial disclosure report) may not hold financial interests in companies which are significantly regulated by the FDA. For purposes of the FDA Conflict of Interest regulations and this listing, "significantly regulated" is defined as "an organization in which the sales of FDA-regulated products constitute ten percent or more of annual gross sales in the organization's previous fiscal year. Where an organization does not have a record of sales of FDA-regulated products, it will be deemed to be significantly regulated if its operations are solely in fields regulated by FDA."
Is it possible that the soap chemistry falls within the broader definition of FDA-regulated products due to its use on the skin?
Maybe.
But for me to even think about what that meant I'd need his definition of "his group", "controlled" and "the float" with accompanying numbers. None of which is likely to be forthcoming.
OT,
Thanks much for clearing that up.
I'm relieved. And I too found it a little surprising.
If you don't mind....was the email directed to you or did you become aware of an email that he sent to someone else?
I'm sure that you noticed that he also saw fit to post that number on Yahoo.
His inclusion in the Ibox is wrong.
Edit:Remainder of message deleted.
I see that there has been another post reporting that "M&M" also provided that 72,000 number.
If that was true, obviously I would be mistaken in suggesting that the previous gentleman might be divulging information that the rest of us don't have access to and an apology would be in order.
Can anyone link me to the source of either of the Spongetech officers indicating that there were 72,000 shareholders?
How many shareholders?
Depends on who you ask. And when. And how.
From 9/16/09: "2. There are approximately 72,000 shareholders in the company"
http://messages.finance.yahoo.com/Stocks_%28A_to_Z%29/Stocks_S/threadview?m=ms&bn=63817&tid=343127&mid=343351&tof=-1&rt=2&frt=2&off=101
Wouldn't it be interesting to know how the gentleman that reported that number was able to determine it, given that it appears not to be available to the public?
Holders
As of August 28, 2008, there were 521,085,873 shares of our common stock issued and outstanding and approximately 2,365 stockholders of record of our common stock.
http://www.sec.gov/Archives/edgar/data/1201251/000114420408050704/v125324_10ksb.htm
Note that the above would reflect the number of shareholders for any given broker as one, so it is not a count of individual shareholders. Also note that this appears to be the last report of a stockholders of record number by the company.
Rod,
re: "certain events":
Rule 10b5-1 -- Trading "on the Basis of" Material Nonpublic Information in Insider Trading Cases
a. General. The "manipulative and deceptive devices" prohibited by Section 10(b) of the Act and Rule 10b-5 thereunder include, among other things, the purchase or sale of a security of any issuer, on the basis of material nonpublic information about that security or issuer, in breach of a duty of trust or confidence that is owed directly, indirectly, or derivatively, to the issuer of that security or the shareholders of that issuer, or to any other person who is the source of the material nonpublic information.
Basically, the certain events that you refer to are any events that are "material" and have not been made public.
"The dual-class share structure that has left the founders in control of the company, in spite of having a combined economic interest of only 18 per cent, has been controversial with corporate governance activists since _______ went public in 2004. Such arrangements are used mainly in the media industry by founding families looking to keep control of their empires as their financial interest becomes diluted, and have been criticised for leading to entrenched managements and underperforming share prices."
From today's Financial Times......fill in the blank and I think that you'll agree that the Class B shares are only a problem if the wrong people are holding them.
" Longer-term, I think it could be related to bioengineering and China. Consider Pike's previous involvement with AOB, and Steve's association with Proteonomix. And note PROT's developing relationship with Sinoquest and China Biopharma. Even the related interests of Parlux and Azurel could be considered in an ancillary footnote."
As far as I saw:
1. Pike made a relatively small investment in AOB in 2007.
2. Steve (I guess you mean Moskowitz?) was a Proteonomix Director in 2007. Proteonomix's most recent 10Q, filed 11/13/09, shows sales of $127,000 for the first 9 months of 2009.
3. The developing relationship with Sinoquest and China Biopharma. Excerpts from PROT's 10/A dated 1/19/10 (last Tuesday):
"In January, 2009, we entered into an agreement with two China-based companies, China Biopharma, Inc., which distributes pharmaceuticals and cosmetics in China, and Sinoquest Investment Ltd., which controls several pharmaceutical and cosmetic distribution companies in China."
"The purchasers were obligated to purchase 10,000 units per year commencing the date of the first order. "
"We received the first order for the materials for the production of 10,000 kits at $100 per unit. Pursuant to the terms of the purchase order, we had to demonstrate our financial ability to manufacture the raw materials for 50,000 units before payment for the first order would be made. We were unable to demonstrate our financial ability to manufacture 50,000 kits and the purchase order expired."
The original order was replaced with an oral purchase order.
4. Parlux and Azurel? From the same Proteonomix filing made last Tuesday:
Item 1. Business.
Our predecessor, Azurel, Ltd. (“Azurel”), was incorporated in 1995 and had been a public company marketing a line of fragrances and cosmetics under proprietary names such as “Privilege” and “Benendre.” On February 2, 2001, Azurel filed a voluntary petition for protection from creditors under Chapter 11 in the United States Bankruptcy Court for the District of New Jersey, Newark. Azurel was discharged from bankruptcy on December 28, 2005. Azurel traded on Nasdaq from January, 2001 to May, 2003, on the OTC Bulletin Board from May, 2003 to January, 2006, and on the Pink Sheets from February, 2006 to September, 2006 under the symbol AZUR, from September, 2006 to August, 2008 under the symbol NHGI and from August, 2008 to the present under the symbol PROT. Azurel deregistered from its duty to file reports with the Commission on January 30, 2006.
On September 12, 2006, Azurel acquired National Stem Cell, Inc., a Delaware corporation (“National Stem Cell”), as a wholly-owned subsidiary and Azurel changed its name to National Stem Cell Holding, Inc. (“National Stem Cell Holding”) following the acquisition. The acquisition of National Stem Cell included the acquisition of its subsidiary, The Sperm Bank of New York, Inc. (“SBNY”). In this transaction, Azurel’s common stock was reverse split 1:37. In August, 2008, National Stem Cell Holding reverse split its stock 1:10 and changed its name to Proteonomix, Inc. (“Proteonomix”).
I'm concerned that this is merely a perpetuation of the ongoing purchase/sale/reverse merger/blank check shuffle that emphasizes the exchange of shares versus the sale of product. Please help me understand how any of the above translates to "Whether Pike's interest is strictly in SpongeTech, or beyond, this could get real big, real fast" based on these connections.
As I opined earlier, I don't think the unregistered scenario works.
As Jay, who has thankfully regained his native tongue in this thread and dropped the Stoxmagixian pointed out, Pike would've been aware of the limitations on any restricted shares that he was issued. And only the most misguided attorney would've suggested that he buy shares in some kind of cover-up or act of contrition.....or for any reason.
So, again, it makes no sense to me.
BUT, the answer to " What would it have benefitted SPNG to then send him an opinion letter to have the legends lifted?" isn't that difficult if one were to accept the nefarious nature implied by this exercise. To put it simply, one of these shaky opinion letters could have been promised to Pike as an incentive to invest in the first place.
But, one more time.....I ain't buyin' it.
"People just don't go purchasing millions of dollars on a "sinking ship!" with every red flag a publicly traded security could possess!"
Yeah, sometimes they do. I don't, but "people" do.
VD,/h/sb,
Do you really think that the SEC lets you slide for selling unregistered shares at price A just because you buy back an equal number at price B?
I'd like to know what Pike's motivation was as much as anybody else, but I don't think that covers it.
Also, I'm not so sure about the "whole SEC debacle unfolding back in October (before the suspension), is it possible his legal counsel advised him to repurchase everything he has ever sold" stuff, because some of his buying occurred prior to mid-September.
It's all a merry mix-up as far as Mr. Pike is concerned.
Thanks for that and the prior........and to the PM'er that kicked in some help. I'll be back, though......the clouds have broken some, but the Cede issue still casts a shadow.
I'm very fearful of getting back into this issue, but.....
"The NOBO list would be a list of names of beneficial owners where the certs have been issued in Cede's name or a broker's name. "
Obviously there are certs that have been issued to and are listed under Cede's name on that list and it is my understanding that the certs attributed to Cede on the list would primarily include shares held in brokerage accounts under brokers names.
I'll leave it up to you to respond if you wish, but it appears that this subject may be over my head and destined to continue hovering up there.
oa,
Thanks.....I just thought that that was the link that Karma was looking for.
How exactly does a NOBO list differ from a shareholder list, who maintains a NOBO list and to whom is it made available? (This topic was discussed at length yesterday and I remain confused.)
OT,
This is that dead horse I was worried about.
You made a point of emphasizing:
"This part says 'the company' (SPNG) does own the patents, etc. etc., not the H.H. Brown Shoe Company. How about that:
"Spongetech Delivery Systems, Inc. (the "Company")"
8K for 7-9-09 Ex. 10-1. ""
However, the parties are defined in the heading of the agreement:
MEMBERSHIP INTEREST PURCHASE AGREEMENT
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of July 9, 2009 by and among SPONGETECH DELIVERY SYSTEMS, INC., a Delaware corporation, having its principal office at 43 West 33rd Street, Suite 600, New York, New York 10001 (the "Purchaser"), DICON TECHNOLOGIES, LLC, a New Jersey limited liability company having its principal office at 100 Dicon Drive, Black Creek, Georgia 31308 (the “Company”), and WAYNE M. CELIA......(etc.)
And the section that you quote (4.13 Intangible Rights) is from the article entitled "ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS"
Pick a couple paragraphs from anywhere in the agreement and read 'em and it'll be clear.........the Company is Dicon.
OT.....I wish you luck with that and look forward to your results.
But at the risk of resurrecting another dead horse, I repeat the first sentence of the post from the 10Q, emphasis added....and remind you that this is from a filing dated 10/15/07 for the period ended 8/31/07, so it presumably would have superceded any 2006 renegotiation:
"Our License Agreement with H.H. Brown Shoe Technologies, Inc.(d/b/a Dicon
Technologies), a majority-owned subsidiary of Berkshire Hathaway, Inc., pursuant
to which we license the right to use the technology related to hydrophilic
sponges expired in December 2006."
FWIW, I do remember mention of a negotiation of the license, but I believe it related to the PRIOR expiration.
h,
For starters, it's old....pre-dating my appearance here for sure....and so I wouldn't expect it to be newsworthy.
BUT, it appears to indicate that Sponge's license to sell product based on Brown's patent and made by Dicon expired in 12/2006. The piece you pulled out deals with the prospects of the company's ability to replace the product with something similar. The whole passage appears under Plan of Operations in the 10Q for the period ended 8/31/07.
My question, obviously, was whether the license agreeement was re-established and where I might find that agreement. Basically, on what terms are the current products being licensed and manufactured and when was the "expired in December 2006" situation addressed and how?
I would've thought that this issue was previously addressed, but I see not mention of it in subsequent Q's and K.
Scion,
This appears to have been filed subsequent to your post.
I have been under the impression that the information in it formed the basis for the need to "buy" Dicon. Am I mistaken? Was the license re-established at some point?
http://sec.gov/Archives/edgar/data/1201251/000114420407054263/v090256_10qsb.txt
Our license agreement with H.H. Brown Shoe Technologies, Inc., (d/b/a Dicon
Technologies), which owns the patent rights to the technology related to
hydrophilic sponges expired in December 2006. In addition, Dicon has closed its
manufacturing operations and sold off its equipment. Our products are currently
being manufacture through Dicon who has outsourced the production to its
partners in the US and China on an order per order basis. However, we have not
entered into an agreement with Dicon or its partners for the manufacture of our
products. We have also been contacted by the third parties that have purchased
Dicon's equipment. However, we have not entered into any agreements with these
parties for the manufacture of our products. There can also be no assurance that
we will be able to enter into agreements with these parties on the same terms
and conditions as our prior agreement with Dicon. We have entered into an oral
agreement with Zanora Corp. of China, to produce our products using
encapsulation technology instead of technology relating to hydrophilic sponges.
The end-result is a product that is functionally the same as that manufactured
using Dicon's patented hydrophilic technology. The lead time on products
manufactured by Zanora Corp. is 3-4 months. There is no assurance that we will
be able to maintain sufficient inventory on hand to fulfill orders which require
delivery in less than 3-4 months. If we are unable to delivery products to
customers timely, we may lose these customers. Due to our limited operations,
the loss of any one customer will have a significant effect on our business.
"First point: I'm not a basher. Angered and frustrated ex-long, who isn't afraid to speak his mind!
Second point: I never said "SPNG never acquired Dicon"."
I never suggested that you were a basher and I never suggested that you said "SPNG never acquired Dicon".
Not sure why you directed those points to me. My post was not in response to any of your posts. Perhaps you intended to click on "post new message" and hit the "post reply" button in error.
"now the bashers are trying to "prove" that SPNG never bought Dicon"
On the off chance that that comment relates in part to my post:
I wasn't trying to "prove" anything. I was responding to the possibility that RME directly funded the purchase of Dicon. And suggesting that Spongetech indeed may have "bought" Dicon in a fashion similar to which they "invested" in GetFugu or "paid for" $360,000 in advertising in sports venues. Only suggesting the possibility.
As far as the effect of the failure to amend the 8-K for the two REQUIRED financial items relating to the Dicon acquisition, I've reconsidered and I don't believe those failures jeopardize the acquisition. They're just failures to comply...like the 10K and the mounting number of 10Q's, which they apparently no longer even see a need to file Notification of Late Filing's for, given that one was due last week.
"MEMBERSHIP INTEREST PURCHASE AGREEMENT"
http://www.sec.gov/Archives/edgar/data/1201251/000114420409037511/v154860_ex10-1.htm
"ARTICLE II
PURCHASE PRICE; ADDITIONAL FUNDS; RETAINED INDEBTEDNESS
2.1 Purchase Price. In consideration of the sale, assignment, transfer, issuance, conveyance and delivery to the Purchaser of the Membership Interests, the Purchaser shall pay to the Sellers Two Million Three Hundred Fifty Thousand ($2,350,000) Dollars by wire transfer to the Ellis, Painter, Ratterree & Adams, LLP Escrow Account at the Closing (the "Purchase Price")."
"Whose account were the funds wired from?" is a valid question. (S42-"that doesn't mean that SPNG shareholders own Dicon. i wouldn't be surprised if RME wrote the check and actually owned them.")
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
Per the 8-K ("Current Report" dated 7/15/09) that included the above agreement as an exhibit:
"Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
The audited financial statements of Dicon required by this item has not been filed with this initial Current Report on Form 8-K, but will be filed by amendment within 71 calendar days after the date this Current Report is filed.
(b) Pro forma financial information
The pro forma financial information required by this item has not been filed with this initial Current Report on Form 8-K, but will be filed by amendment within 71 calendar days after the date this Current Report is filed."
http://www.sec.gov/Archives/edgar/data/1201251/000114420409037511/v154860_8k.htm
No amendments to the 8-K have been filed to date, but I'm not sure of the basis for the phrase "required by this item ".
EDIT: re:required by this item.
My mistake, the financial info is obviously required by the instructions:
http://www.sec.gov/about/forms/form8-k.pdf
Item (a) would require that Dicon's statements for the last couple years be audited....presumably not a problem.
Item (b), however, basically calls for a presentation of SPNG's audited statements both with and without Dicon's numbers reflected therein.......presumably a big problem.
I leave it to someone else to comment on whether the deal could be considered properly consummated without the ability to report these items.
A list of list comments:
Can you help with the distinctions between:
Non Objecting Beneficial Owners NOBOs and Objecting Beneficial Owners OBOs and, if the descriptions don't answer it, why is it just a "NOBO" list?
OBO list is a list of shareholders
that do not wish to be contacted by the company hence the name Objecting Beneficial Owners.
Can I correctly draw the conclusion from the description that you provided that, even if "the list" is legitimate and accurate, it would not be a complete list of outstanding shares due to its exclusion of OBO's?
Doesn't that make the case that, if the list is legitimate, then the O/S reported by it is a minimum at that time
Is a company's NOBO list normally available and to whom?
(unanswered)
OBO's are on the list, they are all together as Cede and company with any one else whits shares held in street name.
How can you tell that OBO's are on that list? What would differ in the appearance of the list if OBO's were NOT on the list? (unanswered)
"It's not a NOBO list. It's a transfer agent list or an internal list. A NOBO list would never list CEDE shares. A NOBO list is the true owner of shares in held in CEDE's name."
NOBO lists dont have cert #'s on them either, I dont think
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
I left some stuff out.....some on purpose (I just couldn't bring myself to accept the possibility that it was a list of, or a list that specifically included "phantom shares") and I suspect a few by accident.
I hate to say it, but I'm pretty much right back where I started. I don't know where the list came from or exactly what it does or doesn't include. I believe that I learned that the shares listed under Cede represent shares in street name that are held in separate accounts by brokerage, but the manner in which they find their way on and off the list and the nature of the multiple 177 million share listings is lost on me.
But thanks for the contributions.
Doesn't that make the case that.....it is a minimum at that time...
It does....or it WOULD.
Except Risicare just posted that "OBO's are on the list, they are all together as Cede and company with any one else whits shares held in street name."
But I don't know how he would know that and I'm hoping that he reads this and tells us. I'm not clear on the original source for that list (any help here?) and I'm very unclear on the mechanics of share processing, but if the list was, as you referred to it, a "NOBO" list, then I'm not sure how it would look any different than the list that we're looking at.....and Risi contends that the list that we are looking at is not just a NOBO list.
Risi,
How can you tell that OBO's are on that list? What would differ in the appearance of the list if OBO's were NOT on the list?
TIA
Edit: Throw this into the mix, from Ohmymookies......"It's not a NOBO list. It's a transfer agent list or an internal list. A NOBO list would never list CEDE shares. A NOBO list is the true owner of shares in held in CEDE's name."
It did help, thanks.
I'm trying to relate these definitions to that dopey list, which has been referred to as the T/A's list and the NOBO list. Your Investopedia paragraph reinforces my belief that that list...which only carries the heading "Selection Criteria////AsOf Date: 06/26/2009", doesn't reflect shares in the hands of OBO's and hence is an incomplete list of outstanding shares/certificates.
Of course, that assumes that it is a legitimate list in the first place.