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http://www.importgenius.com/shipments/sa-trading-company.html
In case this mystery hasn't been unraveled yet:
1. Sa Trading is the party that is having the goods shipped (aka the shipper)
2. via the vessel Maersk Carolina (aka the carrier)
3. to Best Foods Inc (aka the consignee)
BTW, the Best Foods at the address shown appears to have nothing to do with Hellmans or handbags.
http://www.bestfoodsinc.com/products.php
It's one year from the date of the report:
http://www.law.uc.edu/CCL/SOact/sec104.html
The Drakeford Show has some interesting timing lessons:
The 3/9/06 report dealt with inspections done in 11/04-12/04. I don't know when the audits themselves were done or what years were audited.
On 3/5/07, days before the deadline, Drakeford provided the PCAOB inspectors with information dealing with how they addressed the problems noted in the inspection report.
On 7/17/08 inspectors notified the firm that they found the information inadequate.
On 7/23/08 Drakeford provided workpapers in further support of their contention that they had dealt with their reported problems.
It'll muddy this up even more to tell you how, but the "integrity" of those workpapers is what resulted in Drakeford's revocation on 6/16/09.
Point is, Robison has until 1/30/10 to respond, as noted, and we shouldn't be surprised if they do.......how and when and under what circumstances we might hear about the response is another thing.
Obviously we need the SEC and the PCAOB, but COME ON ALREADY!
CYRX,
Here's something I recently found out about 13D Filings:
"From the time of the acquisition of 20 percent or more of the class of equity securities until the expiration of the tenth day from the date of the filing of the Schedule 13D pursuant to this section, the person shall not:
Vote or direct the voting of the securities described therein,
Acquire an additional beneficial ownership interest in any equity securities of the issuer of the securities, nor of any person controlling the issuer."
http://www.law.uc.edu/CCL/34ActRls/rule13d-1.html
So it'll be a little while before he can buy more and he'd have to file within 10 days of when he does.
Nik,
"Please, stick to facts ONLY. Not interested in interpretations."
Unfortunately this eliminates any comments that I might've had. But please clarify whether the "they" in the buy and sell questions you are asking means the company or the directors....the answers may differ.
"I think it goes without saying that being current on financial filings is first on anyone's list of wishes for this stock."
But if you were directing your response to new investors, it absolutely doesn't go without saying. It's the first thing that one should be saying and, while I don't know where your post went, I distinctly remember you not saying it.
I also felt, since you were directing new investors to my link to Reuters, that I should make it clear that I was providing the link as a service but had strong feelings about the quality of the information provided and that I did not endorse the report in any way.
Finally, we just plain disagree on the value to new investors of an education in short selling in terms of its relevance to SPNG.
My purpose was not to argue with you.....or anyone else. I don't think in terms of naysayers/pumpers/bashers, etc. My purpose was and always is to express my own point of view on the issue presented.
Focusing on the product is a fine choice of priorities......I admit to having never used Spongetech's. I hold about 10 mostly large cap stocks and I suspect that the same thing could be said of 6 or 7 of those, so I don't share that priority. I think the ability to multiply is more important. And a knowledge of the product's market. And it's just my baseless opinion that when someone in a directly competing business said "Impossible, categorically not" in response to "the idea that a company that sells sponges with soap in them can generate $50 million in annual revenue" that he both meant and said those words in spite of their recantation. Maybe he had a motive and maybe he didn't, but he sure should have a better feel for such things than you or I. The bottom line of this is, while reports from the field indicate that there is soap in the sponge, there is no reliable source of information showing the multiplication of the number of sponges actually shipped times its wholesale price and deducting therefrom the cost of producing, advertising and selling them and administrating the process. Which I must admit I find to be more critical concerns for investment purposes than their soapiness and the retention thereof.......although without that there's admittedly no product at all. So, it's my personal feeling that you may be right when you say "knowing the products seems to be the most valuable research a person could do today given the lack of the financial filings" and that that fact alone should give new investors a great cause for concern.
Please don't mistake this for an argument.......we just have a different set of priorities. I wish you luck and by all means do it your way.
spit,
I'm not sure if all that was for my benefit, but I linked the Reuters Report on SPNG because I was able to weasel my way through the website to it and work out a working link. I would not recommend the Reuters report as a source of valuable, current information to my worst enemy.....it's neither valuable nor current.
That said, if someone wants to read through it and draw their own conclusions I have no problem helping with that. Bad investment decisions rarely come from having too much information.
Lastly, we have major differences in our approach to investing. All the articles ever written about Short and Distort, naked short selling and similar sophisticated issues don't hold a candle to the information that an honest and thorough 10-K offers......conspicuous in both it's absence from your recommendations and the current list of available titles.
https://www.etrade.wallst.com/v1/common/pdf.asp?docKey=24-AF33B-20091226&ComponentType=&User_SessionID=5AC518192B4AB345&researchProvider=REUTERS
If it doesn't work let me know and I'll tell you how I clicked to it.
pj,
Reuters wouldn't change their report for any subjective reason period. One quick look at one of their reports would show that their analysis is purely statistical. If Mickey D's stopped selling burgers tomorrow their Reuters ratings wouldn't change until their next 10Q showed sales crapping out. And if for some reason they weren't able to file for a year or two, good old Reuters would still be using the old numbers for their analyses. It's pretty sad for a top flight news company.
CYRX.......re: warrants.
Warrants are usually issued to officers or directors as incentives.....they can also be issued to a lender as a "sweetener" to supplement interest payments. Generally, a warrant allows the purchase of a share of the company's common at a specific price during some future time range.
So, in our case, the warrants.....for SPNG shares..... might be issued to Pike by SPNG in return for some kind of investment/loan. And yes, such an arrangement would normally require SPNG to file an 8-K providing the basic terms of the agreement, with the agreement itself as an exhibit. As Risicare has already noted, "If they filed they would."
Obviously this is just an example of something that could happen and not necessarily something that I expect to happen.
"That's still an awful lot of money to gamble with on a company supposedly in as bad a shape as SPNG. Must be nice to have that much $$$$."
I agree with all of that. And wish I had a better explanation than "with all that money, he must know what he's doing" but I don't.
To clear up the forms a little bit:
The Pike Funds that invested in SPNG reported receiving 19mill (the QP Fund that you saw) plus 64 mill (the LP Fund) on the reports dated in March of '09. As you saw, those were "amendments" to the original registration....these appear to be the first since the initial registration. Both funds were registered to sell 100mill each of Pike LP and QP shares when they were created in 2002 and 2006 respectively, so it seems that Pike has sold 83million of the 200million in registered shares.
It is from that 83million (plus or minus gains and losses on previous investments) that the SPNG shares were purchased. At least that's the way it looks to me.
I agree with your conclusion that it probably isn't safe to draw any conclusions :o)
I took a quick second look at Pikes investment in ADY. While the NDA was pr'ed on 9/27/05, I have yet to run across an indication of when (or if) the agreement expired. What I did find was filings subsequent to 9/27/05 (2/16/06 & 2/9/07) that showed that ADY sold Pike some convertible notes that were, along with some existing warrants, converted into common shares. So it seems (insert disclaimer here) that, while open market trading might be improper, Pike might be able to make further investments in, or be issued warrants by, SPNG that could subsequently and by their terms be converted into common shares. Doesn't seem right, but does appear to have happened.
When I have a chance I'd like to look into this further to determine, if possible, when that NDA was terminated and what kind of investment activity actually occurred while it was in effect.
Settle for an uneducated guess?
No. Pike's filings seem to suggest that he plays by the rules, yet a previous NDA did not appear to be filed:
When I heard that Pike previously had an NDA with American Dairy I tried to find further details. Unsuccessfully.
The fact that an NDA was consummated was PR'ed (I was unable to find it documented in SEC filings at the time of the press release.)
http://findarticles.com/p/articles/mi_m0EIN/is_2005_Sept_27/ai_n15633813/
http://sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0000789868&type=&dateb=&owner=exclude&start=120&count=40).
Side effect?
The terms of the agreement in ADY's case appear to have been kept between the parties. But, given that the very nature of such an agreement would be to allow disclosure of non-public information, it follows that Pike would be precluded, if not by the agreement then certainly by law, from buying or selling shares during the period that the agreement was in effect. So, it wouldn't make sense for Pike to sign such an agreement unless they were satisfied that they had no intention to trade further, in either direction.
Please refer back to the first sentence of this post before doing anything based on the rest of it.
OT, re:"unfortunately those links regarding Pike have nothing to do with SPNG."
I'm not sure why you're not following the thrust of my posts. I thought it was clear.
The Form D's that I linked show both the number of investors and the dollars they invested in the 2 Pike funds. The 2 Pike funds then invested in SPNG.
There is no form, nor would such a form make sense, that follows the flow on a dollar-for-dollar basis from a fund investor to a fund to an investment.
You now know, as best you ever will from public documents, the answers to "who's behind the buying?".
I hope that you have already seen my post regarding the lack of reliability of Jigsaw.com for "revenue range" information and its irrelevance to your concerns about Pike's funds.
I'm trying to help....please let me know if I've left any of your questions unanswered.
BTW, If your ultimate interest is in exactly who the 18 investors in Pike QP and the 26 investors in Pike LP are, that is non-public information and Pike is not obligated to report it. That's the way we would want it if it was us, right?
Kgem,
Parlux and SPNG have no officers in common......although I wouldn't doubt that you may have read that somewhere.
See page 9 of the following for the officers of Parlux as of a recent filing:
http://www.sec.gov/Archives/edgar/data/802356/000111650209001329/parlux_def14a.htm
OT,
I should've examined your post more carefully...sorry. I now see the link where you found the "0-$1,000,000" revenue range for Pike:
http://www.jigsaw.com/id2214979/pike_capital_partners_qp_lp_company.xhtml
I think that it's reasonable to assume (yeah, I admit it) that that estimate is USELESS. I think that it's again reasonable to assume that jigsaw.com would have been able to provide a phone number, an email address and a working website for a company that provided them their revenue range, yet all we see is a bunch of x's and a bad link. It's just a suggestion, but you may want to avoid basing any questions, theorems, etc. on the revenue range provided by Jigsaw.com.
I thought that you might find my filings more interesting than you did:
The one for Pike QP says, in Items 13 and 14, that 18 investors invested $19,364,899.
The one for Pike LP says , in the same items, that 26 investors invested $64,188,767.
" Where did he come up with all that money?"
You have an answer.
Please also notice Item 5 "Issuer Size" from those same filings. The form allows the issuer to select from various ranges from 2 categories: either Revenue Range OR Aggregate Net Asset Value Range. Pike chose to file in the ANVR category, and checked the box that says "Decline to Disclose". I don't believe that there is a public source for Pike's "Revenue Range" and frankly I would not how that term would be defined in the context of a Pike-like fund. I do not believe that gains on sales of investments would be reported as Revenues on this or any other SEC form.
OT, I beg to differ.....unless, of course, I misunderstand. Puppy linked you to Pikes investment in SPNG (and everything else) and I linked you to filings related to investments in Pike.
Please link me to the source of your "0-1,000,000" revenue range information and I think I can provide some input regarding your initial question re " Where did he come up with all that money? ". Assuming that that's the question you were looking for an answer to.........if not, then I do misunderstand.
re: Where did he come up with all that money?
OT,
See Item 13's from the following:
http://www.sec.gov/Archives/edgar/data/1365921/000101359409000691/xslFormDX01/primary_doc.xml
http://www.sec.gov/Archives/edgar/data/1220289/000101359409000689/xslFormDX01/primary_doc.xml
Please link me to the filing that shows "Also, his business size, revenue wise, is listed as $0 - $1,000,000." I remember seeing that somewhere but can't find it anymore.
Would that it were an act.....I'm pretty much really that dopey and I'll prove it:
Your post to O-S of a few moments ago suggested pretty clearly to me that you feel that it would be a real treat for the investigators if the company files its 10-K...and I guess that's obvious. Yet the following seems to suggest that you feel the company may be less culpable than the suspension phraseology implied:
"perhaps they dont see the fraud allegations to be quite as serious as some here do..or perhaps i should say as some here hope they are..maybe spng is cooperating fully and there is no need for the sec to take the next step..and in such a case a signed 10k will go far in assisting in their investigation..."
Are you suggesting that you think that it may be in EVERYBODY'S interest that they file the 10K?
If you were the Board (or the one man audit committee), and you felt that the "questions that have been raised about the accuracy and adequacy of publicly disseminated information concerning, among other things, the amount of sales and customer orders received by SpongeTech, investment agreements entered into by SpongeTech, and SpongeTech's revenues as reported in its financial statements" would expose you to some indeterminate legal and financial jeopardy if answered, what exactly would you do in terms of providing information....in form and substance?
BTW, I took it as a compliment except for the old Hudson or Nash or Studebaker or whatever that thing was :o)
"enjoy,thought you were smarter then that.glta"
The filing you provided as support for Pike having the same law firm as SPNG must've required turning over lots of rocks.....it's from 2005:
http://www.secinfo.com/d12atd.z2p6.htm
Pike changed attorneys in or prior to 2007:
http://sec.gov/Archives/edgar/data/1059677/000101359407000291/industrial13da-052507.htm
And the firm that they changed to then is the firm that they use today:
http://sec.gov/Archives/edgar/data/1201251/000101359409001676/spongetech13d-122409.htm
And it's not the same as SPNG's.
THIS you were mistaken about.
But you may have been right about that "smarter then(sp) that" stuff.
Why did you send me that? What was it a reply to?
And for the third time, please tell me how you get "Same attorney for spng!!" out of this:
SEC Info - Pike Capital Partners/LP - SC 13D/A - Q Comm ...... Esq. c/o Gersten Savage, Kaplowitz, Wolf & Marcus, LLP 101 East 52 nd Street, .... This Statement is being filed by Pike Capital Partners, L.P., ...
www.secinfo.com/d12atd.z2p6.htm - Cached - Similar
****Same attorney for spng!! huh
All I need is a link.
Thanks.
Why the change from 13G to 13D?
There's a line in the heading of the form that says:
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box .x
Rule 13d-1 -- Filing of Schedules 13D-G can be found here in its entirety:
http://www.law.uc.edu/CCL/34ActRls/rule13d-1.html
The first possible reason is that the filer has gone from having "acquired such securities in the ordinary course of his business" to "holding the securities with a purpose or effect of changing or influencing control of the issuer, or in connection with or as a participant in any transaction having that purpose or effect".
240.13d-1(e) says the change is required if the "person":
i. Has acquired or holds the securities with a purpose or effect of changing or influencing control of the issuer, or in connection with or as a participant in any transaction having that purpose or effect, including any transaction subject to Rule 13d-3(b); and
ii. Is at that time the beneficial owner of more than five percent of a class of equity securities described in Rule 13d-1(i).
The second possible reason is that the filers position has increased to in excess of 20%.
240.13d-1(f) says the filer "shall file a statement on Schedule 13D within 10 days of the date on which, the person's beneficial ownership equals or exceeds 20 percent of the class of equity securities."
The third possible reason is if the filer no longer qualifies to file Form 13G because they no longer are in a category of investors that allows the use of the shortened 13G format, which permits the exclusion of certain information that the 13D requires.
240.13d-1(g) "Any person who has reported an acquisition of securities in a statement on Schedule 13G pursuant to paragraph (b) of this section, or has become obligated to report on the Schedule 13G but has not yet filed the Schedule, and thereafter ceases to be a person specified in paragraph (b)(1)(ii) of this section ......"
So, the first reason is possible, but we have no concrete evidence of a change in Pike's intent.
The second reason REQUIRES the change to the 13D. However, reason#1 doesn't get eliminated by that fact.
The third reason doesn't apply...there have been no changes in capacity of any of the Pike parties according to the form, so that wouldn't have anything to do with the form change.
Nobody's asking, but I'm inclined to think that the form change was merely predicated upon the increase in ownership beyond 20%....to 20.1%.
If you follow this type of filing you'll notice a tendency of holders to buy up to 5.1% or 20.1% and sell down to 4.9% or 19.9%. This directly affects their need to file on subsequent transactions. Somebody with a more sophisticated knowledge of these things might be able to say what a holders motives might be for such things, but they happen far too often to be statistically coincidental.
The real question is what is motivating the size and timing of his buying. Obviously, I have no idea what Pike is thinking.......just wish I did.
Firstly,
Thanks and Merry Christmas!
Appreciate the confirmation that the 12 month reg. suspension was never used in your experience.
re: "In short, enforcement actions against fraud such as we see in SPNG is apples to revocation for failure to file's oranges."
I thought I was saying exactly that in my question:
"I didn't know that "litigating the case" had anything to do with a revocation. I was of the understanding that a revocation required a hearing in front of an administrative judge and could be justified by being out of compliance.....especially in light of your contention that progress towards compliance is being hindered by a lack of cooperation, which can't be going unnoticed. A determination of failure to comply doesn't require a formal investigation, right?"
Which was in response to your:
"I would think that attorneys could make a case that to swiftly revoke a registration prior to completing an investigation and litigating the case...."
Anyway, I agree that absent other considerations it's too soon to talk about revocation for lack of compliance.....by historical standards. Maybe you could just give me a "yes" or "no" regarding the following and we can move on. Obviously I'm a little slow on the uptake:
Given that the period out of compliance has been relatively short, in your opinion could the company's registration be revoked based strictly on issues other than the compliance issue?
ps. Editing this message because I just noticed this, directed to another poster. "The SEC never does anything about companies that don't file."
You may want to make that go away if there's time.
1j,
There are others that can probably answer the Wells question better than I, but the SEC Enforcement Manual:
http://www.sec.gov/divisions/enforce/enforcementmanual.pdf
seems to say a couple interesting things.....please read Section 2.4 The Wells Process to confirm my understandings:
A Wells Notice is issued to individuals, not to the company.
There is no requirement to issue a Wells notice.....it's up to the responsible SEC Deputy Director.
"The Wells notice should tell a person involved in an investigation that 1) the Division is considering recommending or intends to recommend that the Commission file an action or proceeding against them; 2) the potential violations at the heart of the recommendation; and 3) the person may submit arguments or evidence to the Division and the Commission regarding the recommendation and evidence."
BTW, this isn't a one way street. You owe me an answer:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=44850522
I just found out that I'm out of posts (for the first time) and I owe pj a response....hopefully he's reading this.
I wish I knew what Pike is thinking. His most recent buys aren't material to his position. And the price differential is even less material.....call it .005for 3.6m shares = $18,000...might mean something to you or me, but I'm not sure how much effort Pike would put into saving it. That said, you're right...it should be fairly easy. Here's what I'm wondering..and I'm hoping every body else is too busy with Christmas eve stuff to notice: Window dressing....psychologically "painting the tape" with an institutional buy filing. I know it could be a load of crap, but I don't have anything else to offer.
Merry Christmas!
I guess the boogie man must be rendering pieces of my posts invisible.
Please address the possibility of a 12 month registration suspension:
Can I assume that you've never seen or heard of one given that you weren't aware of the rule?
Despite that, how would you think that it might differ from a trading suspension?
I didn't know that "litigating the case" had anything to do with a revocation. I was of the understanding that a revocation required a hearing in front of an administrative judge and could be justified by being out of compliance.....especially in light of your contention that progress towards compliance is being hindered by a lack of cooperation, which can't be going unnoticed. A determination of failure to comply doesn't require a formal investigation, right?
I don't disagree with the logic of your legal argument regarding equal treatment, but it doesn't seem to comport with the rules.
I hope you will try to answer my sloppy questions as directly as possible. I have much to learn and am trying to benefit from your experience.
And a Merry Christmas to You (and All) as well!
Please either provide a WORKING link or clean up the post so we can at least see the issuer's name.
Thank you.
ud,
Nah, don't think it's anything that tricky.....Pike probably just re-balancing portfolios for some reason. Bought and sold for $.04....that's why I put "sale" in quotes.
http://sec.gov/Archives/edgar/data/1201251/000101359409001678/xslF345X03/spongetechfm4-122409_ex.xml
Also slide down to Appendix 1 here:
http://sec.gov/Archives/edgar/data/1201251/000101359409001676/spongetech13d-122409.htm
Basically nets to a 3+m share net buy.....the reason for which is as unclear and surprising to me as the original position.
They had a private "sale" from one fund to another of 6m shares within pike.
And the phrase "non-derivative securities" just means the primary security....common stock.
spng is 3601970 I think.
That's right.
No, she didn't. Almost made me feel dopey for suggesting it.
The thing is, also on that website, one can merely enter the name Spongetech and get the file number that gave us the access that we had. They ASSUMED that the only people that would access that form were people that were either filing or amending that form.
I guess the state has their reasons for that, but the fact is, if they wanted to restrict access to those people, they could've just used the Federal ID# for access. As it is....and I just checked.....if one knows the company's Federal ID# they can go back and amend the filing right now without too much difficulty. Bet I could find it in maybe 20 minutes.
It's been frustrating. I'm inclined to think that, if they gave a s$^t, which they apparently don't, the easiest thing to do would be to restrict access to the form by using the Federal ID# or maybe doing something a little less complicated, like writing "The system is only set to file and/or amend annual franchise tax reports not to view previously filed annual reports" somewhere on the form itself.
NAAAAAH. Reminds me of "Badges......we don't need no stinkin' badges!"
tt,
Don't know if you read my chat, but you should sense my frustration. Delaware's website left it very easy to believe that SPNG didn't file for 2008 and, if you read carefully, doesn't feel that that situation needs clarifying.
Fortunately I have plenty of experience in being made a fool of and expect to get over it by Monday at the latest.
Ot, tt, pj.
Bottom line: I was wrong. SPNG's 2008 Franchise Taxes have been paid according to the state of Delaware....and they weren't $165,000.
Before you call me names and stuff, please go to https://delecorp.delaware.gov/eCorp/LoginAnnualReportsCLF and enter file#3601970 for the year 2008 and see what YOU think it says.
The following exchange represents my attempt to better understand what happened here, but it's probably not worth reading. Unless you wanna commiserate.
Tina: Hello, Please hold as I review your question.
(The first question, as OT noted, is never transcribed......it was basically "I have been told that Spongetech's 2008 Franchise Tax return was filed using the assumed par method, yet the filing on your website (link provided) shows the use of the authorized share method. Please explain."
Tina: Please allow me to transfer you to the Franchise Tax Department to assist you.
Tina: Is that ok?
Bob: absolutely.thanx
Tina: You are welcome.
Tina: One moment please
info: Please wait while I transfer the chat to the best suited site operator. Wait times depend on the number of people in the queue.
info: You are now chatting with 'Mazie' with the Delaware Division of Corporations Franchise Tax Section.
Mazie: Hello, Please hold as I review your question.
Mazie: If you log back in to the annual franchise tax report filing for tax year 2008, the system will reset the tax back to the authorized shares method. You cannot view previously filed reports on the web site
Bob: I'm looking at the filing right now..it shows as an authorized shares filing. And that's the source of my confusion. I was told that it was an assumed par filing but I'm not "seeing" that.
Mazie: You won't see it. The numbers used for the assumed par value capital method are not public information.
Bob: I see.......so what is the value of the filing that I'm looking at?
Mazie: That is the amount of tax based on the number of shares authorized
Bob: But, just so I'm clear, THAT ISN'T REAL INFORMATION?
Mazie: That is the information based on the authorized shares before it was recalculated on the assumed par value capital method
Bob: I see. Is there any indication on the website at all that would tell a reader that the information appearing there is not "real time" information. I'm afraid that I've been put in the awkward situation of providing it as such.
Mazie: No, other than it tells you that the report has been filed and that the information completed would be consider an amended report
Bob: Thanks Mazie.....hope you understand my confusion and that someone will see fit to clarify this someday.
Mazie: You're welcome. Sorry, there is nothing to clarify. The system is only set to file and/or amend annual franchise tax reports not to view previously filed annual reports. Anyone who wishes to obtain a copy of a previously filed annual franchise tax report would have to submit a written request and pay the required amount for the copy. However, the report would only provide the following information:
Mazie: • Telephone number
Mazie: • Principal Place of Business Address including street, city, state and zip code
Mazie: • Officer(s) title, name and address
Mazie: • Director(s) name and address
Mazie: • Total number of directors
Mazie: • Signature of authorized officer, address, date and title
Bob: " The system is only set to file and/or amend annual franchise tax reports not to view previously filed annual reports"
Bob: Now if only that statement appeared somewhere.
Mazie: Yes, the online filing is only available for the filing of and or for an annual franchise tax report to be amended.
Mazie: Please note that your Annual Report has already been filed for the Tax Year 2008.
Mazie: All information provided on the most current annual report on file will be replaced by filing this amended report.
Mazie: You must enter all data again when filing this amended report; in its corrected form.
Mazie: The above is the message that is provided when someone goes in under the file number after a report has been filed
Bob: Fine. BUT;
Bob: : All information provided on the most current annual report on file will be replaced by filing this amended report.
Mazie: Yes, therefore, the report is amended.
Bob: It currently indicates a Franchise Tax of $165,000, which would suggest that that is what it has been amended TO.
Mazie: No, the tax is reset to the authorized shares method so that the corporation can amend the number of shares issued and/or total gross assets if they were entered incorrectly the first time.
Bob: Thanks....good day.
Mazie: You're welcome.
Mazie: Is there anything else I can assist you with today?
Bob: Nope, I'm cooked. Merry Christmas!
Mazie: Okay. Merry Christmas.
Mazie: Thank you for contacting us online.
No, I'm not kidding. I'm trying to do some research.
"Hey, why don't you have a chat with the on line operator like I did, then report back to here what she told you."
Although I noticed that the initial question was somehow not reflected in your most recent chat while the conversation both preceding and following that question made it to your post without a problem, the reason I solicited your assistance in doing that was to provide the board with a post that came from someone with an established presence here. That, and you showed a willingness to engage them in conversation, having done so twice already today.
If you aren't interested in participating in determining whether the 2008 Franchise Tax filing that appears on the State of Delaware's website at the link provided is accurate please just say so and I'll contact them myself. Again, my reason for asking you to do so was so that folks like HappyGuy would be satisfied with the integrity of the response.
"loanranger and ttattletell, you're both wrong!..."
OT,
As I said, I expected that might be the case.......I've been wrong before and will be wrong again....not sure why you report the fact with such apparent glee!
If you don't mind, please re-contact Delaware and provide them the information that they asked for so that we can be sure that this is a closed issue:
They asked: "where on the internet did you see this information? "
The proper answer is:
https://delecorp.delaware.gov/eCorp/LoginAnnualReportsCLF
Using Spongetech's file #3601970 for the year 2008.
Perhaps you would like to look at it first to familiarize yourself with it. I look forward to their response.
I defer to your experience in these issues, but some things are still unclear to me regarding your view of what's going on. Let's start with the law:
I said: If I'm not mistaken, the only remaining recourse is a 12 month registration suspension or a complete revocation.
You responded: They cannot suspend trading for a year but there is a process in place for revoking registrations...
The 1934 Act says:
Section 12 -- Registration Requirements for Securities
Denial, suspension, or revocation of registration; notice and hearing
j. The Commission is authorized, by order, as it deems necessary or appropriate for the protection of investors to deny, to suspend the effective date of, to suspend for a period not exceeding twelve months, or to revoke the registration of a security, if the Commission finds, on the record after notice and opportunity for hearing, that the issuer, of such security has failed to comply with any provision of this title or the rules and regulations thereunder.
Now I'll grant you that I've never SEEN a 12 month registration suspension (no, not a trading suspension), but the rules clearly provide for one. I am also not at all clear on what the impact on shareholders might be of a registration suspension versus a trading suspension......are you?
I hope to get a chance to address the rest of your response in another post.
" Something doesn't add up here. Doesn't make sense that they would let SPNG go this long while still owing that kind of money."
O&T......
Completely agree. There is NO obvious reason for them not to have filed, which would have been using the proper method, resulting in a significantly lower tax. The idea that they would accept an extra ~$150,000 in tax liability for 2008 just to avoid disclosing o/s numbers as of 5/31/08 (when filed on 3/1/09) doesn't cut it. And it doesn't cut it for 2009 either, given that the filing itself, which would reflect the 5/31/09 o/s(whatever that is), isn't due for another couple months.......their only obligation for 2009 so far is for estimated payments.
I'm waiting for someone to tell me what we're missing.
OT,
In case my other post didn't make it clear:
You're right.....the company should have used the "Assumed Par Value Capital Method ". However, Delaware law says that if a company fails to provide the numbers required to calculate the tax based on that method, then the state will calculate the tax using the "Authorized Share Method".........which they are able to do because, as we all know, the share authorization changes are in their possession already. And it appears that, for 2008, that's what they did. And for 2009, they would appear to be preparing to do it again.
It's a lot easier than it looks.
Even though "the numbers" aren't available, plugging in any reasonable guesses regarding assets and o/s shares results in significantly lower tax amounts than the "authorized share method" that the state of Delaware uses if you don't do your own calculation or fail to provide them numbers to calculate with.
For frame of reference, using 722m o/s, 3B authorized and 22m assets generates a tax of $30,000+.
The state, using the authorized numbers that they KNOW, is calculating based on the A/S method, which results in the maximum tax for 2009 of $180,000. Which appears to be exactly what they did for y/e 2008.
Apparently nothing has been paid on the 2008 bill, which appears to be accruing interest, and estimates which were due on the 2009 bill are not reflected as having been paid on the statement either....although the filing itself is not yet due.
I'm sure that those who may be unfamiliar with what a 10K is appreciate the explanation.
"The only thing missing would be the audited financial records and, as I have previously stated, it is hard to imagine them wanting to pay auditors tens of thousands of dollars to help the SEC determine what was and wasn't true in the previously completed audits and in the various pump pieces they issued."
So you feel that it's not a case of a desire to withhold the financials but a conscious decision not to prepare them? And Robison has been sitting idly by since July at a discount, producing nothing? Yet is adequately occupied to avoid an 8K Item 4.01: Changes in Registrant's Certifying Accountant?
I have no experience in these matters, but after responding to the above, please tell me how silly it is for me to think that the SEC investigators would allow ongoing trading when an issuer under investigation not only fails to file, but shows no inclination to file. If I'm not mistaken, the only remaining recourse is a 12 month registration suspension or a complete revocation. What action on the part of the company, beyond showing an intent not to file, would be required for the Commission to take one of those actions?
Okay...next question then:
Could they subpoena all the pieces of the the 10K, financial and narrative, prior to its compilation?
If so, how's that different?
If not, why would they be precluded from doing that when (I presume) they can subpoena anything else that they feel necessary that might be lying around?
ps. Saw Morgan F on an old Just Shoot Me today....she could STILL handle my case anytime :o)
O-S,
Great post.
The distinction between documents and filings, which by their very name have been filed, is the meat of this issue. It leaves me with just one question:
Can a subpoena be issued which requires the submission of the unfiled 10K upon its preparation and prior to its filing?
This is such a wacky issue that I'll avoid any related questions until someone can definitively answer that one.
EDIT:
AHHrRRRRRGGGGHH, I'm editing this post because I can't figure out why they would do such a thing