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p, I'm afraid that's not the way it works.
How about this math:
(Presented for example purposes only and without comment as to the accuracy of the numbers, reliability of the sources for them or the likelihood that they or any other numbers will ever be reported.)
Company has filed an SEC document approximating 2009 fiscal year earnings of $11,000,000.
Board members have opined an o/s share number of 2,500,000,000+.
I'm contributing the opinion that, if the company earned $11,000,000 on sales of $50,000,000, the marketplace based on those numbers alone would not hesitate to price the shares at a P/E of 20.
The above generates a pps of $.088.......not quite a double from here.
Debate's over, Tex.
I missed it completely and won anyway.
My only point was that to cite another poster as an authority, yours truly included, is never a great idea. And for some reason, it was a point he felt a need to prove.
Thank you Kitt.
I was nervous. If the issue was "Are there any filing requirements with the Pink Sheets?" he would've won the debate for sure :o)
"feel free to start the debate"
Thanks for the invite. If I'm proven to be mistaken you can rely on my apology.
Let's start with a link for this, please:
"Are there any filing requirements with the Pink Sheets for the issuers?
Issuers are not required to register securities with the Securities and Exchange Commission (SEC), or be current in their reporting requirements to be quoted on the Pink Sheets. Nor are issuers required to file financial or other company information with the Pink Sheets. SEC Rule 10b-17 requires all issuers of publicly traded securities, including Pink Sheets securities, to notify the NASD at least 10 calendar days prior to the record date of any dividend or other distribution, stock split, reverse split, or rights or subscription offering."
Your bolloxed issue is a different issue. Basically the 8-A filed in late September was to register under the Act and the Form 15, covered perfectly earlier by Pedro, would be required to undo that registration. And the requirements thereunder are simply either 1)less than 300 shareholders or 2)less than 500 shareholders AND less than $10 million in assets.
Please re-consider and research the following and your response to ABrowns earlier:
"As far as I can tell, *any* trading company is under '34 provisions, including its exemptions."
I'm quite certain that you are mistaken.
TEX,
No_BS is just a screen name. Actually I'm thinking about changing mine to Seriously_No_BS.
The 10Q, 10K and 8K are requirements of the 1934 Act. Do you think that issuers whose shares are not registered under the 1934 Act are required to file them?
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=43440932
TJG,
"your version of the SEC rules seem to apply to only one thing..posting miss information"
A little harsh for a guy who is wrong, no?
As I understand it, if there are no further quarterly 10Q or annual 10K filings, any transactions made by Pike would require 4's (a 3 is a one time deal) based on the 722 ad infinitum as long as the shares remain registered. So he would be required to file on any transaction up to and including one that drops him below 72 million.
As far as SM, MM and FL are concerned, their ownership percentage is not what requires their Form 4 filings..........it's their relationship to the company as officers/directors. Every transaction in SPNG stock from the date of their Form 3 filings forward has and will require a Form 4 filing as long as that relationship is intact.
ps. I still believe that RME owes a Form 3 to establish beneficial ownership based on their Class B holding and I can't get anyone to provide any reasoning to refute it. If someone shows an interest I'll link my argument.
hasher,
I'm quite certain that a DECREASE in reported outstanding shares cannot obligate an owner to file based on an increased ownership percentage.
I'm less certain as to whether an increase in reported outstanding shares relieves a 10% holder of his obligation to file if he drops below 10% without effecting a transaction. I'll look into it.
What I am 100% certain of is that the filing requirements are based on most recent REPORTED outstanding shares, so the 722 number will be the basis until an SEC filing shows a change in it. It's my understanding that a PR or an email from SM or somebody's wishful thinking or even an ungagged transfer agent would have zero effect on the basis for the calculation :O)
dumar,
Unless it was in the last 2 days, I believe you are correct.
That's assuming Pike files reliably....and looking at his filing history that is probably a safe assumption. I can't help but point out that it's not an assumption that can be made universally .
From the Form 4 Instructions:
"This Form must be filed before the end of the second business day following the day on which a transaction resulting in a change in beneficial ownership."
"A reporting person no longer subject to Section 16 of the Securities Exchange Act of 1934 (“Exchange Act”) must check the exit box appearing on this Form."
If Pike sold down to below 10% he would still have to file the transaction(s) that got him there.
http://sec.gov/about/forms/form4data.pdf
"The company's second quarter ends November 31. The company has to prepare a 10Q for the quarter. It is due then but the deadline for filing will be Jan 13."
It is due then????
I know you know better....I'll give you a pass on the word play :O)
"Another one comes due in a week as the list of missing financial reports continues to expand."
What's that?
"Can the SEC issue a cease and desist order to officers of a company?"
Yes, as per the previous Jim Bishop post. However he cited Section 8A of the 1933 Act and, if he's reading this, I hope he can confirm that the guiding regulation should be Section 21C of the 1934 Act.
Section 21C -- Cease-and-Desist Proceedings
a. Authority of Commission
If the Commission finds, after notice and opportunity for hearing, that any person is violating, has violated, or is about to violate any provision of this title, or any rule or regulation thereunder, the Commission may publish its findings and enter an order requiring such person, and any other person that is, was, or would be a cause of the violation, due to an act or omission the person knew or should have known would contribute to such violation, to cease and desist from committing or causing such violation and any future violation of the same provision, rule, or regulation. Such order may, in addition to requiring a person to cease and desist from committing or causing a violation, require such person to comply, or to take steps to effect compliance, with such provision, rule, or regulation, upon such terms and conditions and within such time as the Commission may specify in such order. Any such order may, as the Commission deems appropriate, require future compliance or steps to effect future compliance, either permanently or for such period of time as the Commission may specify, with such provision, rule, or regulation with respect to any security, any issuer, or any other person.
http://www.law.uc.edu/CCL/34Act/sec21C.html
Ok, Tex.
Just as along as we're in agreement as to why the Form3's were filed when they were and why........based on the 1934 Act registration.
Your earlier statement that "the hoopla about "1933 vs 1934" companies is worth nothing: It's even been posted here, on thread" seemed to suggest otherwise and is the reason that I've taken the time to explain the pertinent hoopla.
Ok Tex. Thought I did, but just in case:
Based on the achievement of the required number of shareholders and dollars of assets the company was required to file a Form 8-A on 9/28/09. The purpose of the form, as shown in the heading of the form is "FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934".
So the company's shares were registered under the 1934 Act based on that filing and while there are issues that determine the effective date of the registration, I believe that the registration became effective as of the date of the filing itself.
Forms 3&4 are required filings under the 1934 Act, but not the 1933 Act under which the shares were initially registered.
So the "initial beneficial ownership", as described in the instructions for Form 3 (which see) was first required to to be reported on Form 3 (with subsequent transactions reported on Form 4 when appropriate...eg. Pike) when the Company filed the 8-A and its shares became 1934 Act registered shares.
http://sec.gov/about/forms/form3data.pdf
If you're still confused by this, let me know and I'll take another poke at it. I would also add that I'm not an attorney and the only guarantee accompanying the above explanation is for a return of any fees paid for it. Consequential damages get bupkis.
ID, Your comments re:SPNG would be most welcome.
Sure ID,
I don't know what you meant in 261683, but I don't mind a PM. But I'm not a paying member so I can't PM back.
The issue was reporting requirements and there's clearly a change from 1933 to 1934, specifically in the area that was the subject of discussion, Forms 3 and 4.
TEX,
I must confess that I thought/think that ID Super was correct on this one.
While my initial inclination to believe so was just based on the Form 3 and 4 filings coming on the heels of the Form 8-A filing ("FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934"), I just unearthed a few things that I think you will find supportive.
For one thing, Forms 3 and 4 appear on the SEC list of 1934 Act forms:
http://www.sec.gov/about/forms/secforms.htm
In addition, both Forms 3 and 4 carry the following statement in their heading:
"Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940"
Also, and I hate to rely on common sense in these things, but it's a little hard to believe that the boys just woke up one morning and decided to file some forms, isn't it?
Based on the above, I believe that Form 4 filings would be required for any transactions in the shares by the parties subsequent to the Form 3 filings (which were some days late), but none were required prior to 9/28/09(see note).
I also believe that we are still due a filing from RME....not based on their common holdings, but based on their 18% (5,000,000) holding in the Class B shares. Discussed here if you're interested:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=42947920
Please note that I have no idea what the ownership filing requirements might have been, if any, prior to the registration of shares under the 1934 Act at the end of September.
note: The signature area of the 8-A shows "Date: September 28, 2008"...........Whoops!
Thank you mentorman.
The link provided, while not providing any hard and fast rules, generally supports the requirement for SPNG to maintain regular filings. They don't qualify for "smaller company" treatment as defined and as far as I can tell can only "escape" the requirement by filing a Form 15 "self de-registration" which would need to be preceded by a significant reduction in shareholders or both assets and shareholders. Obviously an SEC revocation under Section 12j would relieve them of their filing obligations as well. No further research seems necessary on this issue unless it can be shown to support a different conclusion. Thanks again.
Still hoping that someone can provide a reason for not filing the NT-10Q. There has to be a reason.
TEX,
I've linked the 12b-25 rule on the r 'n r board........hope that's what you were looking for.
Thanks to you and the other folks that responded to my question posted here:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=43754185
Based on the feedback and my own research I'm going to go ahead and conclude that the company IS required to continue to file regular financial and informational reports with the SEC. As mentioned, the company IS still registered under the Act and my own D&D philosophy doesn't allow me to accept the "other grey companies don't" explanation as definitive......I'm inclined to believe that those other companies just plain can't or won't. I'm still looking for some specific regulation to justify their non-reporting but suspect that none is forthcoming.
Which kind of leaves me where I started regarding the issue of the missing NT10-Q. Filling out the form is virtually as simple as falling off a horse......even I could do it. Why would the company, with the SEC in virtual residence, choose not to submit a form that, correctly filed, exposes it to no further jeopardy whatsoever?
The SEC is aware of the auditing issues and to list them in the narrative section of the form is perfectly reasonable. There would seem to be no technical reason not to file.
The only thing that I can think of......and I don't know how it might connect to the issue of "to file or not to file".......is their unusual choice to publish revenue and earnings approximations in the Other Information section of the NT-10K instead of merely attributing the lateness to auditing issues. Or, and the form allows this, to provide no explanation at all.
http://www.sec.gov/Archives/edgar/data/1201251/000114420409046750/v159535_nt10k.txt
Any ideas?
Rule 12b-25 -- Notification of Inability to Timely File All or Any Required Portion of a Form 10-K, 10-KSB, 20-F, 11-K, N-SAR, N-CSR, 10-Q, 10-QSB, or 10-D.
http://www.law.uc.edu/CCL/34ActRls/rule12b-25.html
Rule 12b-25 -- Notification of Inability to Timely File:
a. If all or any required portion of an annual or transition report on Form 10-K, 10-KSB, 20-F or 11-K , a quarterly or transition report on Form 10-Q or 10-QSB, or a distribution report on Form 10-D required to be filed pursuant to section 13 or 15(d) of the Act and rules thereunder, or if all or any required portion of a semi-annual, annual or transition report on Form N-CSR or Form N-SAR required to be filed pursuant to section 13 or 15(d) of the Act or section 30 of the Investment Company Act of 1940 and the rules thereunder, is not filed within the time period prescribed for such report, the registrant, no later than one business day after the due date for such report, shall file a Form 12b-25 with the Commission which shall contain disclosure of its inability to file the report timely and the reasons therefor in reasonable detail.
I'm trying to find out why the company did not file an NT-10Q as required by the above rule for the quarter ended 8/31/09. The company is still a registrant and hence a 10Q is "required to be filed pursuant to section 13 or 15(d) of the Act and rules thereunder".
Any ideas would be welcome. However, anyone tempted to attribute the lack of a filing to the fact that the company trades on the grey market is requested to point to the specific rule(s) that allow for it.
TIA
Billylee,
Thanks for the link. I was familiar with it and I don't believe that the question I have is answered by the company's market tier.
Appreciate the effort.
"I think since they are in the greys they aren't required to file anything with the SEC .............."
I've heard rumors to that effect in the past...still haven't seen a rule that confirms it. And the company filed an 8-K on 11/6 that would suggest otherwise.
Wish someone would settle this issue once and for all with a citing.
Um...per the 10Q for 11/30/07:
"As of January 10, 2008, the Company had 111,842,406 shares of common stock issued and outstanding."
http://www.sec.gov/Archives/edgar/data/1201251/000114420408002171/v099655_10qsb.htm
You raise an interesting issue. Frankly I hadn't considered the Q.
Here are a few chopped up excerpts that suggest that the latest 10Q would also be required to "accompany" the Form 211:
From Rule 15c2-11:
A copy of the issuer's most recent annual report filed pursuant to Section 13 or 15(d) of the Act.......in the case of an issuer required to file reports pursuant to Section 13 or 15(d) of the Act.....together with any quarterly and current reports that have been filed under the provisions of the Act by the issuer after such annual report or annual statement.
......and Provided further, That the broker or dealer has a reasonable basis under the circumstances for believing that the issuer is current in filing annual, quarterly, and current reports filed pursuant to Section 13 or 15(d) of the Act....
From Form 211:
Provide two copies of all required information (except for EDGAR documents) along with this completed form.
RECENT OFFERINGS
(a)(3) REPORTING COMPANIES LISTS:
The Issuer’s most recent annual report filed pursuant to Section 13 or 15(d) of the 1934 Act or the annual statement referred to in Section 12(g)(2)(G)(i) of the 1934 Act. Quarterly and other current reports filed after the Issuer’s most recent annual report or statement. List below each report or statement and applicable amendments filed by the Issuer through EDGAR that your firm has in its
possession that meets the requirements of this section.
The 10Q was due sometime around the 15th of October, yet I don't see an NT-10Q in the Edgar listing. Any idea why? I know of no regulation relieving them of that requirement.
It sounds like you disagree with FINRA?
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=43720773
Please explain.
I'm afraid I can't see where that has any application to the current circumstance. There hasn't been a prospectus filed nor have I seen any suggestion that one might be.
What are you trying to say?
Sponge Digger......sounds official.
Found something that should firm up the issue at:
http://www.pinksheets.com/pink/otcguide/brokers_211.jsp
"The following are selected from a compilation of questions and answers relative to SEC Rule 15c2-11 and Schedule H of the FINRA By-Laws. The complete Q&A can be found in FINRA Notice to Members 92-50."
Question #10: Is the issuer required to be current in its filings with the Commission in order for the broker/dealer to utilize Rule 15c2-11(a)(3)?
Answer: Yes. Issuers that meet the requirements of Rule 15c2-11(a)(3) are those issuers that report to the Commission and are current in their reports. The broker/dealer must have the issuer's latest form 10-K and all subsequent form 10-Qs and those Form 8-Ks filed within five business days prior to publication or submission of the quotation. If the issuer has not filed a Form 10-K, the broker/dealer must have a copy of the prospectus, which has been in effect less than 16 months, and all subsequent Form 10-Qs and Form 8-Ks. If a filing is due at the Commission prior to FINRA's clearance of the Form 211 application, that filing must also be submitted with the application.
Question #11: What happens if an issuer is not current in its filings with the Commission?
Answer: If the issuer is not current in its filings with the Commission, the broker/dealer can seek to satisfy another subsection of the rule. Usually this would be Rule 15c2-11(a)(5). However, the fact that the issuer is not current in its filings may bear upon the determination of whether the available information is materially accurate.
footnote:
(a)(5) NON-REPORTING AND ALL OTHER COMPANIES
The applicant must make the Issuer information filed in conjunction with section (a)(5) of this form available upon request to any person expressing an interest in a proposed transaction with the subject security filed. Provide the Issuer’s most recent balance sheet, profit and loss and retained earnings statements, equivalent financial information for the two prior fiscal years for the Issuer or any predecessor company, and the documents that support the information provided
in this form.
h(no PM)
Thanks....demeanor stems from the lack of a position :o)
I'm tempted to say "I don't think so" for diplomacy's sake, but in fact the answer is No. The 10-K cannot be supplied to anyone outside the Edgar system and when it is filed there it is available to everyone.
I am assuming that you are not asking me if one of the boys could meet an MM in the parking lot of the local diner after midnight with a rough draft. They could, but attaching the rough draft to the Form 211 would be a horrible idea.
GL
May I suggest that you look into the meaning of the word quorum and its use in the company's by-laws?
I think it will answer the "all shareholders" issue for you.
The text of Rule 15c2-11 is here:
http://www.law.uc.edu/CCL/34ActRls/rule15c2-11.html
A 10-K filing would make the MM's application relatively easy. While an MM could, according to the letter of the rule, file the 211 supported by financial information in a form other than a 10-K, it is my understanding that no MM would do so in a case where an established filer has not filed. I believe that non-10K 211 filings are only used in the case of issuers who are not required to file 10k's, not those who have failed to file them.
The underlying requirement is for the MM to indicate that he/they find the information to be reliable. That is virtually impossible to do with information that is subject to regulated filing and yet hasn't been filed.
In other words, no 10k = no 211.
pj,
The following reasons should definitely appear PROMINENTLY in the Ibox, which presumably exists as a source of facts for those unfamiliar with the company or current information for those who are. But they are the reasons for the suspension in the stock......not the reasons for the investigation, which remain unstated by SEC rule.
"because of 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. In addition, SpongeTech has not filed any periodic reports with the Commission since the period ended Feb. 28, 2009."
Item 8.01. Other Events
"On September 18, 2009, the Company received a formal order of investigation issued by the SEC regarding possible securities laws violations by the Company and/or other persons."
http://www.sec.gov/Archives/edgar/data/1201251/000114420409050122/v161351_8k.htm
No hair-splitting necessary.
Tex,
Probably should've noted that the SB-2 was provided as an example of form, not substance. When I noticed that the thing was for all of 20G's I almost didn't send it but got too lazy to look for another.
An IPO would require a registration, yes. However in this case the registration would not be for a newly listing company but rather to raise capital via the sale of shares of an existing company. There are several types of registration forms applying to different types and sizes of companies:
http://www.sec.gov/about/forms/secforms.htm
By way of example, this SB-2 was filed by Madero, GFGU's predecessor, in 2007 for the issuance of 4,320,000 shares @ $.005/share.
http://www.sec.gov/Archives/edgar/data/1398667/000116552707000338/g1778.txt
It's my understanding that, if GFGU were to try to sell common shares on the open market via this type of offering, the 5million+ shares in question could be added (piggy-backed) onto that registration filing, resulting in their no longer being restricted and hence freely tradable. In fact, if I may be so bold as to hazard a guess, I wouldn't be surprised if an offering wasn't already on someone's mind when the deal was struck. Otherwise, what's the value to the restricted shares? We'll see.