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"Skull and Crossbones is NOT BAD it means nothing."
Actually it is bad and it means something:
http://www.pinksheets.com/pink/otcguide/investors_market_tiers.jsp
TOXIC
"Buyer Beware. There is a public interest concern associated with the company, which may include a spam campaign, questionable stock promotion, known investigation of fraudulent activity committed by the company or insiders, regulatory suspensions, or disruptive corporate actions."
re: "And I'm wondering if anyone else finds this chart curious or if there was news
that I missed between 3:30 and the close: "
My mistake, for some reason the 3:30 PM release announcing the "settlement" appears on Sponges Yahoo page but not GFGU's and I missed it.
Sorry.
Who's on first this time?
At 4:02PM on Friday Spongetech filed an 8-K which included a Subscription Agreement (Exhibit 10.2) identifying Getfugu as the "Company" and an unnamed "Subscriber".
Item (j) under Miscellaneous says,in part:
"(j) 8-K Filing and Publicity; Standstill. On or before 8:30 a.m., Eastern time, on the first business day following the date of this Agreement, the Company shall issue a press release describing the terms of the transactions contemplated by this Agreement, but not including the names of the Subscriber and the amount of Securities purchased hereby. On or before 8:30 a.m., Eastern time, on the second business day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement in the form required by the Exchange Act and attaching this Agreement as an exhibit to such filing (the “8-K Filing”), but not including the name of the Subscriber and the amount of Securities purchased hereby except as required by the instructions to Form 8-K."
According to the above Getfugu was supposed to issue a press release before 8:30AM on Friday describing the "transactions".
They didn't.
According to the above Getfugu was supposed to file an 8-K on the second day following the agreement date, which would have been Saturday, including a copy of the Subscription Agreement as an Exhibit, but not identifying the Subscriber.
They did, in fact file an 8-K at 5:27 on Friday including the Agreement as an Exhibit, but identified RME as the Subscriber.
I guess I'm just wondering, given that the agreement was made on the 5th, why it wasn't made public until after the close on the 6th. And what may have been on the minds of those that agreed to the one day delay in disclosure. While there would not be an SEC-related obligation to file any sooner, the agreement itself calls for its publication by GFGU on the morning of the 6th and they ignored it.
And I'm wondering if anyone else finds this chart curious or if there was news that I missed between 3:30 and the close:
http://finance.yahoo.com/echarts?s=GFGU.OB#chart2:symbol=gfgu.ob;range=1d;indicator=volume;charttype=line;crosshair=on;ohlcvalues=0;logscale=off;source=undefined
If I appear to be confused it's because I am.
Sorry pj,
You have just read everything I know about the subject.
Here it is...but it ain't in English:
"Section 4. Other Terms.
Section 4.3. GetFugu and SpongeTech shall enter into GetFugu’s standard form of Augmented Reality Link Terms of Service Agreement (provided, however, that SpongeTech shall not be charged any service fee for up to 20 ARLs specified by the Customer and up to a number of VRLs and GRLs as mutually agreed), and SpongeTech shall promptly be placed on the GetFugu Platform and provided the Services (as defined in the ARL Terms of Service Agreement)."
Apparently one of the things you get for your $1,750,000 are various types of Links to Reality, Augmented and otherwise. (Actually, from an old GFGU PR: "four unique services: See It, vision recognition (ARL); Say It, voice recognition (VRL); Find It, location recognition (GRL); Get It, Hot-Spotting.") This is the stuff you get when you make deals with a company whose CEO is a former "Game Evangelist".
patchman,
re: "Certainly the first year should be done and could be filed as they must go in sequence right?"
It was my understanding that the SEC required 2008 to be re-audited due to the original audit having been certified by Drakeford prior to its inclusion for comparison purposes in the 2009 10K.
If that understanding is correct and an amended filing is required due to changes necessitated by findings from the re-audit, then a 2008 10K/A would be issued. However, should Robison determine that the 2008 10K was filed correctly, then no new filing would be required for 2008........the original 2008 numbers would be reflected in the 2009 10K. In the latter case, while you are right that "the first year should be done", that would not be formally established until the 2009 10K filing. In the former, the very problems with the audit (for example, accounts receivable confirmations requiring multiple attempts to contact customers) might be the same reason for the current delay.
Just as an FYI:
A/R confirmations are simple. Auditors send a letter to a sampling of customers at their on-file addresses, including a statement of account or showing their balance due as of a specific date with a place for a signature and a return envelope. Inevitably, and with all companies, some do not result in responses and others come back as "undeliverable as addressed". The "no responders" get a second letter and the undeliverables get researched for mistakes and address changes......then a second letter. There are no shortcuts to the process. While management might make a few calls to encourage customers to respond, no respectable auditor would accept a phone call from a customer in lieu of a written response. So the process can take a while........with international customers, a long while. As you might imagine, concluding the process can be a subjective exercise.
Hi Nips,
I'm out of the hoosegow. Thanx for the visit.
Well shucks, Tex, maybe you should ask Mengo.
I was responding to his:
"I responded back to get some more clarity on his e-mail."
And I was just kinda thinkin' that maybe if we knew what the exact question was we could get a better understanding of the answer.
He said that he asked the SEC "about how they address PR releases once a company is under investigation".
They answered:
"The SEC does not have oversight over companies that are under investigation. In fact, unless notifed formally, companies are not aware that the SEC may be investigating them due to the fact that SEC investigations are confidential. Once formal charges are filed a court may appoint a receiver for oversight but the SEC in general will not have direct oversight of these entities."
In these here parts that response would be called a non sequitur, as in the answer doesn't exactly follow the question. But maybe you could connect them for us. I can't speak for Mengo, who felt the need to ask the SEC for a clarification, but I'd surely appreciate one if it "seemed pretty clear" to you. What are they saying and how does it relate to M's question? Under what circumstances does the SEC have "oversight over companies"? What do they mean by oversight? How in Sam Hill does the issue of a court-appointed receiver enter into any of this?
I'd love for you to answer any or all of the above. I merely felt that the wording of the original question might have helped me follow the response and personally didn't find that response to be "pretty clear to me" at all. If you could clear it up for me I'd appreciate it.
Mengo,
Perhaps if you could copy and paste the exact wording of your original question we might be better able to understand the response.
re: Pike
"To continue buying does he have to file those"
Yes. The Form 4 instructions say:
(a) This form must be filed on or before the end of the second business day following the day on which a transaction resulting in a change in beneficial ownership has been executed (See SEC Rule 16a-1(a)(2) and Instruction 4 regarding the meaning of "beneficial owner," and SEC Rule 16a-3(g) regarding determination of the date of execution for specified transactions).
Mea culpa.
Suggesting that a poster was rapidly becoming a Scary Mofo wasn't the proper way to get the gentleman's attention. However, after 8 hours of patiently explaining a relatively simple SEC filing issue in an effort to educate him, only to be met with his contention that I was "in a corner" and "wrong" I became, as any reasonable person might expect, frustrated.
I believe that a full reading of the thread would result in any objective person concluding that my characterization was accurate........it would also reveal that others commented on both my patience and the other posters ad nauseum refusal to accept the proper interpretation of the SEC rules.
For the record, my use of the term Scary Mofo wasn't something that just popped into my head as a handy pejorative. The initials SM represent the initials of the company's COO and had been referenced previously........my fellow poster had shown that he was unaware of the meaning of the initials in my previous post and an edited version of my statement was:
"Please be advised that MM no more meant market maker than SM meant Scary Mofo, the latter of which is something you are rapidly becoming."
I thought it was clever. Guess there's no room for that, huh?
The Form 3 (and Form 4) is not a FINRA regulated form, so I don't believe that the OTC market tier has any bearing on the requirement.
The 10% ownership must be in an "issuer with a class of equity securities registered pursuant to Section 12 of the Securities Exchange Act of 1934" and as you point out it is not an obligation of the issuer.
Given that the company's status viv-a-vis registered pursuant, etc. has not been changed I believe the individuals filings are still required. The 13 G issue is more complicated and I'm going to duck it.
Hopefully happyguy will weigh in.
Pedro,
I admire your graphic skills and am no match for them.
However, the Pike filing was correct and yours isn't.
At this point you remind me of a cat with its claw hung up in a screen door. Stop pulling and it'll come out.
Apologies to the board. Rest assured that this is my last post on this issue. I know that I've said it before, but this time I really really mean it :O)
patchman,
Respectfully disagree. I believe that the statement on the face of the filing is the basis for all beneficial owner filing requirements subsequent to publication:
"As of April 16, 2009, the Company had 722,866,061 shares of common stock issued and outstanding."
If you feel that I'm mistaken about this, please point me to the determinative regulation/instruction.
TIA
ps to previous poster. Obviously any updates to the number of authorized shares has absolutely no bearing on this issue.
Pedro,
Hopefully we can clear this up RELATIVELY quickly.
I don't know where Pike got the 100 million shares.
I know I should just stop there, but I I I I I I I I jjjjust can't:
The Pike Form 3 filing and all the other Form 3 filings were precipitated by the Form 8-A filing made at the end of September. They all report securities acquired prior to the 8-A filing. As you know, Form 3 merely requires a statement of beneficial ownership and not a transaction history.
Your requirement of a Form 4 for Pike would also require similar forms reporting the transaction details for the items reported on the Form 3's of MM, FL and SM.
Pedro,
I'm out of posts. The bulk of my allotment of 15 has been exhausted, and I choose that term carefully, in a futile effort to assist you. I don't regret the attempt although I had hoped for some measure of success by hour #8.
At this point, as you say, I'm just trying to get out of the corner. And here's my final attempt:
The filing, as you have re-created it, indicates in its final entry that Pike Capital Partners (QP) holds 142,000,000 cumulatively (see the little (2)&(3)? ). And that, my good man, is WRONG.
If you are inclined to thank me, I'm afraid you'll have to wait until tomorrow for your "you're welcome".
15 of 15 and out.
Pedro,
re: "Pike has the right to report two separate beneficially accounts, and report two separate beneficially balances – on the same Form 4."
Those aren't exactly the words that I would choose, but YES, that's exactly what I'm saying. And it is permitted, make that required, by the following from the instructions, as previously quoted:
"(v) Where more than one beneficial owner of the same equity securities must report transactions on Form 4, such owners may file Form 4 individually or jointly. Joint and group filings may be made by any designated beneficial owner. Transactions with respect to securities owned separately by any joint or group filer are permitted to be included in the joint filing. Indicate the name and address of the designated reporting person in Item 1 of Form 4 and attach a list of the names and addresses of each other reporting person. Joint and group filings must include all the required information for each beneficial owner, and such filings must be signed by each beneficial owner, or on behalf of such owner by an authorized person. "
If you have a specific question about the above I will try to respond. Otherwise, a careful reading of the instruction quoted should clarify the issue for you.
As HG and I have mentioned, don't be thrown by the term "issuer"..........it's not the same as "filer" in this circumstance.
Gracias, Pedro.
They way they filed.
Thanks SJ,
Hope I get a chance to see it...........
Pedro,
The following, from the Form 4 instructions, is my final offering on this issue. The SEC and Pike appear not to agree with you on the proper method of filing this form. I suggest that you reconsider the possibility that you may be mistaken.
"(v) Where more than one beneficial owner of the same equity securities must report transactions on Form 4, such owners may file Form 4 individually or jointly. Joint and group filings may be made by any designated beneficial owner. Transactions with respect to securities owned separately by any joint or group filer are permitted to be included in the joint filing. Indicate the name and address of the designated reporting person in Item 1 of Form 4 and attach a list of the names and addresses of each other reporting person. Joint and group filings must include all the required information for each beneficial owner, and such filings must be signed by each beneficial owner, or on behalf of such owner by an authorized person. "
http://www.sec.gov/about/forms/form4data.pdf
Issuer. The issuer is Spongetech.
Hopefully I can make a contribution without having to pick a side first.
My purpose was to point out that the firm running what someone previously calculated to be $100,000,000 in assets apparently disagrees with Pedro on how to file a Form 4.
Pedro,
Just trying to help.
Good Luck.
"But the numbers are supposed to add up, and they don't."
They're not supposed to add up. So they don't. Take a couple minutes and study this a little more carefully.
re: Form V
The instructions DO say:
"If a transaction is voluntarily reported earlier than required, place "V" in the appropriate column to so indicate; otherwise, the column should be left blank."
I've run into this problem before.......the form's design (and instruction) leads to a misinterpretation. Prior to the current design, there was no "V" in the heading of the column that you're looking at.........so a transaction meeting the above criteria was so noted by putting a "V" in the column across from the appropriate transaction(s) . At some point our friends at the SEC stuck the V at the top of the column, so the process now calls for putting an X in that column across from any appropriate transaction. Unfortunately they updated the form, but neglected to update the instructions.
The absence of any x's in that column on the form indicates that none of the Pike transactions were reported earlier than required.
Someday maybe they'll fix it.
ps. The actual transaction code "P" means basically an open market or private purchase. I'm not sure what you mean by a "stock deal", but there are several other transaction codes that would be more likely to be used for anything other than a basic purchase.
Correction for missed purchases:
The Form 3, required precipitated by the 9/28 8-A filing as were the others, reports Pikes holdings (88,000,000 and 11,000,000) as of 9/28.
The Form 4 reports subsequent purchases of approx. 43,000,000 made during the period of 10/19 thru 10/23. (Interesting that they straddled the price recovery).
The 13G, which would have been required upon its' reaching a 5% position, reports the total holding of 142,000,000.
Still strictly guesswork.
Interpreting the filings.
Here's my guess:
The Form 3, required precipitated by the 9/28 8-A filing as were the others, reports Pikes holdings (88,000,000 and 11,000,000) as of 9/28.
The Form 4 reports subsequent purchases of approx. 26,000,000 made during the period of 10/19 thru 10/23. (Interesting that they straddled the price recovery).
The 13G reports the total holding of 125,000,000, which would have been required upon its' reaching a 5% position.
Strictly guesswork.
I'm not much of a deep thinker and tend to rely a lot on "literally".
Such a filing would also offer the opportunity to skirt the common share calculation issue.
There's more. If the calculation uses the total vote as a criteria and DOESN'T consider Class B as a separate calculation, then:
Their 5,000,000 Class B's + 66,000,000 common result in total votes of 566,000,000. For that to be less than 10% of voting shares would require more than 5,660,000,000 total votes. There are 2,800,000,000 Class B votes, so there would have to be more than 2,860,000,000 common shares o/s.
Again:
"(ii) any beneficial owner of greater than 10% of a class of equity securities registered under Section 12 of the Exchange Act, as determined by voting or investment
control over the securities pursuant to Rule 16a-1(a)(1)
("ten percent holder");"
Patchman,
Please comment on the linked explanation for the need for an RME Form 3.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=42947920
October 5, 2009.
It appears to the Securities and Exchange Commission that there is a lack of current and accurate information concerning the securities of SpongeTech Delivery Systems, Inc. ("SpongeTech") because questions have arisen regarding the accuracy of assertions in press releases to investors and in periodic reports filed with the Commission concerning, among other things: (1) The amount of sales and customer orders received by the company; (2) the company's investment agreements; and (3) the company's revenues as reported in its financial statements. In addition, SpongeTech has not filed any periodic reports with the Commission since the period ended February 28, 2009.
The Commission is of the opinion that the public interest and the protection of investors require a suspension of trading in the securities of the above-listed company.
Therefore, it is ordered, pursuant to Section 12(k) of the Securities Exchange Act of 1934, that trading in the securities of the above-listed company is suspended for the period from 9:30 a.m. EDT, on October 5, 2009 through 11:59 p.m. EDT, on October 16, 2009.
By the Commission.
Elizabeth M. Murphy,
Secretary.
Citation: "74 FR 51626"
Document Number: "File No. 500-1"
Federal Register Page Number: "51626"
"Notices"
They can be pretty sloppy with this stuff...........they probably don't have a lead plaintiff. I have a Pacer subscription but frankly it's not worth the $.08/page to look at it for this issue.
They also say, on their 10/28 PR that "In addition the SEC has temporarily suspended trading in the Company's stock." Right on top of things!
In football it's called piling on...........cheesy but potentially damaging.
But they appear to have owned greater than 10% of the Class B shares as of the 9/28 reference date, well in excess of the Form 3 requirement:
"(ii) any beneficial owner of greater than 10% of a class of equity securities registered under Section 12 of the Exchange Act, as determined by voting or investment control over the securities pursuant to Rule 16a-1(a)(1)
("ten percent holder");"
X,
Can you please point me to the source of:
"(last tranche that was PUBLICLY disclosed was at $0.0185 - 1.85 CENTS per share! - to themselves). "
TIA
Thanks for checking.
I've had a few of those chats with the folks at the SEC myself. At some point in the middle of the call I feel like I've learned something and then, when I hang up, I'm not so sure anymore. I suspect that has a great deal to do with the reason that they appear to prefer to return even the clearest e-mail questions with a phone call rather than an e-mail. We used to call it a "fudge factor".
In any event, based on the FL and MM filings, I'm comfortable with my interpretation, although I understand your concerns. I'll watch for a definitive answer.......hope you can get one.
Jeff,
I wish I had paid closer attention to your post.
First, the full sentence under the Who Must File section of the instructions is:
(ii) any beneficial owner of greater than 10% of a class of equity securities registered under Section 12 of the Exchange Act, as determined by voting or investment control over the securities pursuant to Rule 16a-1(a)(1)
("ten percent holder");
As noted, there are 2 classes of equity securities, common and Class B.
And as you pointed out, in calculating 10% of the common class, the method to determine the total class vote would be O/S + (100 x Class B). And any owner of greater than 10% of the result would be required to file.
I know that one of your goals was to determine how many common shares Signature would have to be holding to require him to file. And obviously in order to do so would require knowing the magic number----the actual number of shares outstanding.
However, referring back to the instruction, we don't need to know the number of common shares outstanding to know that RME needs to file a Form 3. We know from forms already filed that they own(ed) 5,000,000 Class B shares and we know that 28,000,000 Class B shares were authorized and hence the maximum outstanding.........they owned greater than 10% of the Class B shares. So RME needs to file regardless of the number of common shares outstanding.
rocky,
I know that we've been over this twice now, but the documents that I'm looking at appear to be clear.
The 8-A filed by the company has the following statement marked:
"If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. x"
General Instruction A.(d) says:
"(d)
If this form is used for the registration of a class of securities under Section 12(g), it shall become effective:
(1)
If a class of securities is not concurrently being registered under the Securities Act, upon the filing of the Form 8-A with the Commission;"
The securities being registered have been previously registered under the Securities Act (of 1933) and hence are "not concurrently being registered under the Securities Act". The above clearly indicates that, under those circumstances,
the registration becomes effective "upon the filing of the Form 8-A with the Commission".
Please reconsider your interpretation based on the above.
I must admit that I'm having difficulty dropping this issue in part based on the Form 3 filings already supplied and the lack of history of the participants filing SEC documents some 5-6 weeks before their deadline.
I read the link when you posted it earlier.
If your understanding is correct then MM and FL filed their form 3's early.
Why do you suppose they would do that?
Are you of the understanding that SM and RME have until 11/27 to file?