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Not exactly.
Unless "Vanity's gas station washroon dispensing machines offerings" are being described in a whole new way:
"On March 27, 2002, the Company signed a letter of intent to merge with Romantic Moments Inc. ("Romantic"), a distributor of high-end evening garments."
That's right......they're high end evening garments :O)
The above is from the 2002 10K of Azurel, ltd.
http://google.brand.edgar-online.com/EFX_dll/EDGARpro.dll?FetchFilingHTML1?ID=2315872&SessionID=sEFfWeJgWDuZxs7
Guess who the AZUREL CEO was.
The lines following the above quote are:
"On July 1, 2002, the Company entered into a merger agreement to acquire all the shares of Romantic Moments, Inc. (Romantic), a wholly owned subsidiary of RM Enterprises International, Ltd., in exchange for 9,500,000 shares of the Company's common stock. As part of the merger agreement, Romantic was dissolved and FloWeinberg Inc. became a newly-formed, wholly-owned subsidiary of the Company."
Romantic Moments actually appears to have gone up in a poof (dissolved). First time I've ever used that phrase with the literal interpretation.
ps. Please tell me that FloWeinberg isn't a Vanity ladies room dispenser offering.
In case you folks haven't unearthed it yet, I believe the RM stands for Romantic Moments.
http://www.nysdta.org/Determinations/820444.det.htm
See Findings of Fact #17
Apologies if this is old news.
Thanks rocky, but that list was part of your original post........I suspect that both sources are working off the same script.
"reporting(disclosing) an informal investigation is not mandatory. While it may be possible to go right into a Formal, I have never read or witnessed that."
This is just a curiosity issue for me, so you may not want to spend any more time on it. That said, I don't feel comfortable assuming that we've established whether:
1. The company was undergoing an unreported informal investigation or
2. The SEC felt that there was adequate information in the public domain to go directly to a formal investigation.
For the record I haven't seen it before either. But if there ever was a justification for it.................
Maybe if someone else knows of a precedent?
rocky......thanks for that. Unfortunately it doesn't totally clear up the issue for me. I was trying to find out if the company was undergoing an informal investigation that it had not reported to shareholders.....by the way, I believe that reporting such was NOT required.
It would've been nice if your link clearly said that a formal could not commence without being preceded by an informal, but instead it only hints at the answer:
FORMAL INVESTIGATIONS
"The primary reason the SEC will pursue a formal investigation is to gather evidence it could not obtain during the informal investigation so that it can take necessary action against an alleged violator."
"primary" doesn't quite address my concern. If the answer is there and I missed it, please point it out.
Thanks again.
seab,
re: "Nonetheless , either there were trigger discoveries or insufficient co-operation from Spongetech for the SEC to elevate their informal investigation to a Formal Investigation . The SEC subpoena'ed materials from Spongetech . "
I saw nothing in previous company communications indicating the initiation of an informal investigation. Did I miss it? Could the SEC not have gone directly to a formal investigation based on public information?
Drew,
Latest o/s numbers in the middle of this message:
http://messages.finance.yahoo.com/Stocks_%28A_to_Z%29/Stocks_S/threadview?m=mm&bn=63817&tid=404777&mid=404860&tof=33&frt=2
Lug,
I noticed a similar post yesterday but didn't get the chance to respond.
The basics of "highly regulated" as it applies here are:
1. An increase in authorized common shares requires the approval of shareholders or the board of directors (In SPNGE's case, they are pretty much the same people), based on the by-laws.
2. If approved, the increase requires an Amendment to the company's Articles of Incorporation. The Amendment is what forces the filing of the 8-k, not the increase in authorized shares. I know this seems silly, but it's true........if they could increase authorized shares without the amendment there would be no requirement for the 8-k.
3. There is no requirement to report the actual issuance of shares that have been previously authorized except in the 10Q and 10K filings that cover the period during which the shares are issued. So we will not know (and apparently there is no SEC requirement for the company to divulge) the amount of common shares outstanding or the basis for their issuance until the current 10K is filed.
Hope this helps.
ps. I'm wrong a lot.....but never on purpose.
Cheez...
Thanks, but first.........that freaking picture is killing me. Please consider replacing it with a nice salad :O)
I think I explained yesterdays filing here:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=41953725
I believe that it was a filing that was due in the normal course of business versus some kind of catchup deal that was precipitated by recent pressures (aka "coming to Jesus"). Since I posted it, I noticed that the instructions on the 8-A form required exhibits as follows:
INSTRUCTIONS AS TO EXHIBITS
If the securities to be registered on this form are to be registered on an exchange on which other securities of the registrant are registered, or are to be registered pursuant to Section 12(g) of the Act, copies of all constituent instruments defining the rights of the holders of each class of such securities, including any contracts or other documents which limit or qualify the rights of such holders, shall be filed as exhibits with each copy of the registration statement filed with the Commission or with an exchange, subject to Rule 12b-32 regarding incorporation of exhibits by reference.
Good Luck and Bon Appetit!
The Class B mystery.
Class B shares were initially issued to SM, MM and FL in the amounts of 4, 4 and 2 million respectively. Each Class B share can be converted into 1 common share. However, each Class B share is worth 100 common shares for voting purposes.........which is why they will NEVER be converted to common. The Class B shares are the source of their control....they allow these 3 people to make all the decisions needed to operate the company, including their own compensation and the issuance of new shares and the increase in authorized shares. Board and shareholder meetings can be held over the phone.......or in the executive can.
There has been much said about the increase in authorized common shares......whether it has been done 1)to accommodate share issuances to RME for cash needs or others for payment for services (which they CAN do without your approval) or 2)to accommodate, for reasons that I can't fathom, an unquantifiable and unprovable number of "phantom" shares created in a theoretical naked shorting process.
If it's being done for reason 1, the increase in outstanding shares would be legitimate in the sense that those shares could be voted. If the new authorizations are meant to accomodate shares created by reason 2(again, which I don't understand), they would not result in proxies being mailed to the holders. And, more importantly, would NOT jeopardize the control of the company by the Class B holders.
I'm sure everyone has noticed that the authorized Class B share amounts have been increased apace with the common shares........it's up to 28,000,000 at last count. Yet there have been no filings reflecting any actual issuances of Class B shares since the original issuance. So, the original 10,000,000 shares afford the holders the opportunity to vote 1,000,000,000 common shares. If the increase in common shares to 3,000,000,000 is meant to accommodate legitimate issuances (reason 1), then the club risks losing control if they don't issue/haven't issued new Class B shares in a number necessary to maintain control. (I realize that I have not accounted for any existing common shares held by the principals here)
While new common shares can be issued without real time notification to shareholders to say, pay for advertising or consulting services, I believe that the nature of Class B shares and the relationship to the company of the holders thereof would require an 8-k upon any actual issuances of Class B to the current holders. Maybe we should watch for that.
There's more........but it'll wait.
Apologies if this has been previously covered.
Thanks...didn't overlook it.
The company would've been properly advised by counsel to comply with Regulation FD. And they took the advice.
I don't agree to disagree :O)
People disagree with me a lot. I'm wrong a lot.
The Electronic Code of Regulations is wrong a lot less often than I am, though. Please read it.
I beg to differ. Please read the link provided and see if you still disagree. The Electronic Code of Federal Regulations is in existence so that we don't have to "call the sec and ask them."
If you would like to call them, please include the fact that some shareholders were aware of the investigation in your question.
cc: CBurger
While the company would not ordinarily be required to file an 8-k notifying the public that a formal SEC investigation had begun, there is a wrinkle in this case that I think caused it to be required. Try this:
1. RME is a shareholder of SPNGE.
2. MM and SM are both officers of SPNG and controlling persons of RME.
3. The fact that RME was aware (obviously) of the investigation made that information subject to the selective disclosure rules.
4. So, by law, all shareholders had to be informed.
http://ecfr.gpoaccess.gov/cgi/t/text/text-idx?c=ecfr;sid=eec133c15727f0680a98b3a13928dafb;rgn=div5;view=text;node=17%3A3.0.1.1.4;idno=17;cc=ecfr
The only thing is, I believe that the filing should have been made "simultaneously" versus "promptly" under the rules. So it was a little late. People selling after the letter and before the filing might be in trouble.
Actually it appears that the 8-A was actually DUE today:
"Every issuer which is engaged in interstate commerce, or in a business affecting interstate commerce, or whose securities are traded by use of the mails or any means or instrumentality of interstate commerce shall-
within one hundred and twenty days after the last day of its first fiscal year ended after July 1, 1964, on which the issuer has total assets exceeding $1,000,000 and a class of equity security (other than an exempted security) held of record by seven hundred and fifty or more persons; "
I'm not sure how one determines a shareholder count, but 5/31/08 was the first year end showing >$1,000,000 in assets. It's possible that 5/31/09 was the first y/e meeting both qualifiers and today is 120 days later.
Actually it's not a Scottrade rule either. There is no problem placing a SPNGE order as of 2 minutes ago.
Or a bet that Short signs on as CEO.
Not on Nutracea's website yet. So in case you missed it-----
http://finance.yahoo.com/news/NutraCea-Announces-prnews-4250647918.html?x=0&.v=1
Mike,
Don't know what facts there are to go on. The agreement doesn't require them to offer him the CEO job at all---ever. And he doesn't have to take it if they do. But the company risks having to pay him a bunch of money if they don't offer it to him by the end of August.
I'm trying.
By the way, during my conversation with the FINRA rep she indicated that they weren't VWAP trades at all.......they were trades that occurred during the trading day that were reported late. I expressed surprise at the idea that the same thing could happen every day for a couple months and she said it wasn't that unusual.
I was already in over my head so I let it go.
b4,
I noticed that today was the first in a while that there was no obvious after hours activity. Maybe you and I startled them ;)
Based on your email I contacted eSignal, restricting my question to the 7/17 trade(s) for ease of communication.
Me:
"Shortly after the close a trade was reported (16:12:29, 140,000@.
1675). Two additional trades were reported, same number same price,
at 17:20:00 and 20:10:00 respectively. I feel that the second and
third trades were merely separate reports of the original trade and
not two new trades at all. He was under the impression that they
represented three distinct trades. Can you clear this up for us?"
Them:
I checked the Time & Sales history for this date and I am only seeing one trade for 0.1675 after the market close. It looks like the other ticks that came in were duplicates of the final trade for that day and have been cleared from our database.
If you have any other questions or need further assistance please respond to this message.
Thank you,
Michael A.
eSignal Support
b4.....Maybe you think this needs further investigation, but I think we've reached the end of the line.
b4,
I followed up on the after hours activity we've been discussing. OTCbb could not help me, but I just got off the phone with a FINRA representative. She checked the official tape for 7/17 and it showed that there was only one trade for 140,000 shares @ .1675 after the close. She also said that the subsequent trades were probably a function of the way that TDAmeritrade's proprietary system works. Maybe you could give them a call---they don't seem to accept an email from a non-client.
I believe FINRA is a reliable source for this information:
http://www.finra.org/AboutFINRA/index.htm
If you do call TDA, please let me know if they confirm what I have been told.
Good Luck.
Sorry the link came up empty...........here is the end of the day as they showed it.
Price Size Exch Time
u 0.1675 140000 OTO 16:12:29
0.18 10000 OTO 15:58:44
0.18 10000 OTO 15:58:40
0.18 10000 OTO 15:58:37
0.178 5000 OTO 15:58:21
0.18 5000 OTO 15:58:12
0.178 5000 OTO 15:57:59
0.175 5000 OTO 15:57:55
0.17 5000 OTO 15:57:32
0.17 1765 OTO 15:55:44
I may be wrong, but I think that the 3 identical transactions are 3 different reports of the same trade. Just my guess.
May I ask who you used for your after hours market data? This is different---only one trade and at a lower price .
http://www.otcbb.com/asp/quote_module.asp?qm_page=41943&symbol=NTRZ
I sure didn't expect it. Looks like the market didn't either.
Bad news. The bank has claimed default and the CFO is resigning.
http://www.sec.gov/Archives/edgar/data/1063537/000114036109016430/form8k.htm
Coyle..I'm new here, too.
I think the right way to post a new topic (as opposed to replying to an existing one) is to go to the main NTRZ page and above the listing of posts you will see a place to click to post a new message/topic.
More than happy to provide links and appreciate your position. Maybe I was just a little too sensitive to the political correctness of linking to the Yahoo board. I won't be next time. There's a lot of silliness going on over there, but it's not ALL silliness. I think that 2 boards will prove to be better than one.
By the way, I don't mind questions about my posts at all. Just bristle a little when they start with "if it's factual". After a bit I expect that you'll find that there is no need for that kind of introduction. If I'm just guessing I'm the first to admit it.
Good Luck,
loanranger
ps. Did you learn something about the date of the email that you didn't learn from my post which said
Yesterday a poster on that other board got a message from olga ?
I didn't make it up, QuickRick. The poster indicated that they received an email communication from olga.
I'm a new poster here and don't want to jeopardize my posting privileges. I know that links to Ihub have been posted on Yahoo and assume that it is ok to post Yahoo links here. I have checked both the terms of use and the handbook and didn't find where that issue was addressed. And I couldn't think of another way to answer your challenge of the integrity of my post. Look at
http://messages.finance.yahoo.com/Business_%26_Finance/Investments/Stocks_%28A_to_Z%29/Stocks_N/threadview?bn=47300&tid=148597&mid=148597
Your Welcome.
I guess we won't be seeing any letters soon. Yesterday a poster on that other board got a message from olga saying the company is not putting out any additional letters, comments, etc. until the 10k, 10Q is filed and they have the Conference Call.
Thanks. I thought it was an insurance term. So can you tell me what you meant when you said
I think alot has to do with the auditors E&O going forward.
Sorry to be such a pita.
What does E&O mean?