I don't own any shares, but did anyone else notice that both SPZI and OFON are on the Scottrade "Clearing Restrictions" list as "No buy / Sell only"?

I think everyone is more anxious for them to release a PR stating that trading has begun.

Spooz will have a busy month in court. They have a court date on the 8th for their case involving Capital Markets Consulting and on the 22nd for the suit in which Tenfore is attempting to register a foreign judgement.

It doesn't say anything about possible disposition. I agree that the company cannot guarantee future payments, but they also didn't say that the shares are in escrow in case of default of the payments, or that they will be tendered upon completion. Legal jargon tends to be more explicit. That said, I'd be inclined to say that escrow would normally be used in case of default of payment.

From the Q2 financials:

"These shares are issued in the name of the Escrow Agent, for the benefit of the Debenture holder. The Company is unable to determine how many of these shares may be sold or when, or if, they will be sold."



It seems like even the company doesn't know, which means this arrangement must have some strange quirks to necessitate using an escrow.

SWARM is a system built on the SpoozToolz platform, no different than SpoozToolz is built upon Windows platform. If SpoozToolz had been released into the wild and somebody else built a system on it, then entered into an intellectual property lawsuit over their system, you're saying that SpoozToolz would be impacted? Hmmm.

It falls on deaf ears because it is irrelevant. NFA approval does not mean they will be successful. It only means that they have followed all of the proper procedures in registering as a CTA and creating a disclosure document that is suitable for distribution to potential investors. By your logic, when I turned 16 and got a driver's license, it means that I'm government-approved to run a transportation company.

In Chicago, it's a well-known fact that the mayor's office releases statements Friday afternoon for things that they don't want to attract attention to. Perhaps the company is taking a cue from the mayor?

Anyhow, as far as everyone knows, they were still developing their trading systems in July, so I wouldn't expect anything in the Q2 financials other than to see how much cash was on-hand at the end of June, and what the company's quarterly burn-rate was.

Of course they do, but that's not the point. I'm saying that based on historical evidence, we're not seeing restricted shares being issues, but rather, dilution. Thus, my CORRECT usage of the adverb form of the word "empirical".

Probably those pesky "restricted" shares being set loose. :)

Emperically, I don't think anyone cares what the restricted count is. You have to ponder an increase in the O/S when the last 5 trading days have seen more than 500M shares trade. I'm not sure how soon the TA's count is updated, but the "restricted shares" claim is somewhat suspect, mostly because it's been used as a smoke-screen to try and convince the board that the company isn't diluting their pants off. Eventually, everyone forgets about the "restricted shares", but when the next set of financials come out and reveal the share counts, and, presto, no increase in the restricted count. Of course, it's all pure speculation on everyone's part, including myself.

You're entitled to your belief, but I'm still waiting to hear that anybody's using the software in a real trading environment. As far as we know, 141 is the only customer, and we haven't heard definitively that they've begun trading yet.

I put extra weight into things that the company PRs because you can't believe everything you find on the internet, especially on message boards.

What statement, did I miss a PR?

Existence validated, yes. Does it work? Well, not as far as we know. I think you'll have to wait for validation of SpoozToolz when 141 announces that they're actually using it in the wild.

Have you done the burn-rate vs. dilution math?

Assuming the worst-case scenario based on the Q1 burn-rate, I think they might have another month or so. Of course, this would be much more accurate if we calculated from the Q2 financials, which we're still anxiously awaiting.

In a good case, they might be able to last until the end of the year.

As much as people like to slam on the management, I'm pretty sure they've got enough sense to have done enough dilution to cover a few months ahead. They had to know that the A/S increase was going to hurt their ability to sell shares, so they did their heavy selling within a month of that increase to get it over with.

Of course, they might have taken steps to reduce the burn-rate with some cost cutting. It also needs to be considered that they might be receiving a revenue stream from services provided to 141, so both companies' financials are of importance to everyone.

I missed the PR on sales, can you post a link to it?

I believe he's got SpoozChartz, not SpoozToolz. SpoozChartz has been available since about February(?) via the Spooz website, if I'm not mistaken.

If nobody other than you is buying at anything higher than 0.0001, then you're not really in the green, because there's a lack of liquidity, which prevents you from exiting your position in the "green", which is just on paper for the moment.

No, I believe that was part of the process when they were assuming control of the previous shell company.

SPZI traded $250 worth of stock today and XXIS had a $100 paint job. Not quite enough to get excited about.

Since the last 2 PRs were fluff about "reorganization", I think they would PR something as vital as landing a sale that provided a sustaining revenue stream. I don't know for a fact that there have been no sales, but I don't think the company would keep it a secret.

And for your information, I have interacted with one of the key people from Spooz in a professional setting prior to their time at Spooz, and that's a contributing factor to my faith in my opinions.

If Paul is telling YOU important information about the company without making it public, he's breaking the law. Either Paul is a criminal or you are misleading with your statements, which is it?

The only thing that's dated is that demo from Spooz, especially since ST-Pro seems to be the new hype here on the board, and that demo would be STv2. In that sense, we're looking at a demo for a product that will NEVER be released because it's supposedly been obsoleted by a newer version. Where's the demo for ST-Pro?

If the company manages to get it's Q2 financials published in the near future, we shall see exactly what supposed revenues do or do NOT exist. Many on the board will claim that the Q2 report isn't relevant anymore, since so many things have happened "behind the scenes" since the end of June. Perhaps you haven't been watching the board for long enough to see the rinse-and-repeat cycle that happens here? Also, since you clearly haven't been following Spooz for very long, you should take a careful look at the financials when they come out, and see if you can figure out much longer the company will be able to continue operations if they fail to generate significant revenue.

I've never claimed that the product doesn't exist, only that I don't believe it has any demand in the marketplace nor do I believe it to be in a production-ready state for mass distribution. If I was wrong about these two points, then I believe we would've seen sales by now, but, alas, we have NOT. I maintain my opinion that we will not see significant revenues outside of IW's SpoozChartz subscription in the Q2 financial report.

That demo is about a year old, and we haven't seen any sales of SpoozToolz through Q1 2008 numbers that have been released, and the general impression I get is that we won't see any revenues from SpoozToolz on the Q2 report either. I think it's the lack of revenue that is fueling the skeptics of the board, and I have to say, money talks.

That's because Spooz didn't file those audited financials via an 8-K with the SEC. It's mostly a mechanical step, but it's what they have to do to get rid of the "yield sign" on pink sheets.

I think it's important to look back and see that they increased they A/S from 2B to 5B on 6/20/08 and that they've already diluted from that new piles of shares. I will agree that they might be able to hold off on diluting at this point, but only because they have leaner operating costs when compared to their sister company, Spooz. You also need to remember that some costs are shared, and as such, any cash flow problems experienced by Spooz can have a significant impact on 141. You should also take notice that Spooz has already gone to the well and it is now dried up, so in the absence of significant revenues from one of these companies, there could be further complications.

Based on these observerations, it is my opinion that 141 is not yet done with dilution, and that we'll see more by the end of the quarter.

The only issue with your logic is that they have an A/S of 5 billion shares, per the Florida Department of State website.

http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&inq_doc_number=P07000129307&inq_came_from=NAMFWD&cor_web_names_seq_number=0000&names_name_ind=N&names_cor_number=&names_name_seq=&names_name_ind=&names_comp_name=141CAPITAL&names_filing_type=

So, they might be done diluting at the moment, since previous dilution may have yielded enough financing to cover near-term operations, but it does not preclude them from diluting further in the future.

I'm trying to figure out how it can "pass the A/S"? I believe the A/S is the ceiling. In fact, they can't actually get to the A/S because I'm pretty sure they have to set aside stock corresponding to any outstanding options.

A smidge over 450 million have traded since 8/1. If the shares were being given as payment to a third-party, they would be reflected in the O/S even though they hadn't yet been sold into the market by the recipient of those shares.

You have not cited any evidence, but merely copy-n-pasted the text of what I gave the link to. I will take this gesture to mean that you have not found anything in that text to support your assertion. Please do not cite regulatory rules improperly in attempts to prove loosely related points, it only serves to confuse investors and readers of the board, which I am starting to think is not completely unintentional.

Also, you have pasted material without proper quotation, and it is unclear where your interpretations ends, and the citation begins. It is bad form to do this, and it also becomes unclear what your intent is when posting such information.

Clearly, and despite my best attempts to provide reasonable explanation, there is still confusion regarding the purpose and content of a disclosure document. Please re-read this:

http://www.nfa.futures.org/nfaManual/manualInterp.asp#35

Again, I'm asserting that only the disclosure document was approved. It is VERY CLEAR that the document is not of a technical nature, but one which is intended for potential investors, not as a detailed description of the technical system. In approving this document, the NFA merely says that it is okay to distribute to investors. Approval of the document does NOT imply anything about the trading system!

So you're saying they were audited by the NFA due to "concerns noted during our review of Disclosure Documents"? For the sake of those with an investment in Spooz and 141, I hope you are mistaken.

That said, you have again confirmed my suspicion that you don't understand what the disclosure document is about. Let me help you out:

http://www.nfa.futures.org/nfaManual/manualInterp.asp#35

The first paragraph sums it up:

"A Disclosure Document should provide essential information about the fundamental characteristics of a pool, and it should provide the information in a way that will assist investors in making informed decisions about whether to invest in the pool. Because investors who rely on the Disclosure Document may not be sophisticated in legal or financial matters, the information in the Disclosure Document should be written in clear, concise, and understandable language using plain English principles. If a Disclosure Document uses frequent technical or legal terminology, complex language, excessive detail, and extended discussions of legal requirements, the Disclosure Document becomes difficult for many investors to understand and may, therefore, defeat its purpose. "


When the NFA approves this document, it is merely saying that it is suitable for distribution to investors. It is not providing any guarantee of investment success, and is certainly not providing any validation of the trading systems in use.

I just read the rule and I respectfully disagree with your interpretation. I found the following snippets of the rule interesting:

"Therefore, in order to fulfill their supervisory responsibilities, Members must adopt and enforce written procedures to examine the security, capacity, and credit and risk-management controls provided by the firm's automated order-routing systems (AORSs)."

"NFA Compliance Rule 2-9 requires NFA Members to meet the standards for security, capacity, and credit and risk-management controls that are set out in this Interpretive Notice. It is NFA's policy to leave the exact form of supervision up to the Member, thereby providing the Member with flexibility to design procedures that are tailored to the Member's own situation."

http://www.nfa.futures.org/nfaManual/manualInterp.asp#46

Notice that it says "Members", not "the NFA", must adopt and enforce these policies. This rule does not contain any text to indicate that the NFA is directly supervising, monitoring, or auditing automated order routing systems as part of their normal oversight duties. I'm sure this would be a different case when an investigation was being conducted.

When citing a rule like this, it's probably best to provide a link to rule, as I have, so that the board may easily perform their own DD based on the information available.

Feel free to enlighten me if I've missed some key statement, but after reading the text of the rule, I don't see any evidence to indicate that the NFA has "verified" SpoozToolz as part of the approval of the 141 disclosure document. If you're seeking validation, it's starting to look like we're going to have to wait until October when the Q3 results are released for both Spooz and 141 in order to determine if they've actually produced any results with SpoozToolz. Of course, this feels like another string-along, since many people on the board are already quite tired of waiting for the appearance of results, especially those in the form of revenues.

Do you have a link to the source for that information? Does that source provide guidelines for what an "error free trade" means?

I wouldn't necessarily applaud the fact that they've gone a month without increasing the A/S, seeing as how it's been more than doubled this year.

We're approaching a point where the O/S may have reached it's max near the A/S (accounting for stock set aside due to options and other such things). In the absence of a meaningful revenue stream, something will have to occur to keep the company operational, and it will most likely be at the expense of shareholders.

Also, I think that the PPS is very important to consider right now, given that it's intrinsically tied to the company's ability to finance operations. An increase to the A/S right now might not bear much fruit while the PPS is down here, so you might be correct in thinking that the A/S won't be the signal of the next wave of financing.

Since we're quickly approaching the release of the Q2 financial statement, I think everyone will need to keep a close eye on the burn rate relative to any revenues that might have been recorded. It will be fairly simple to figure out how much they took in from July/August dilution, so it will be fairly trivial to compute how long the company will be able to continue operations before we can expect to see more financing efforts or take steps to severely reduce costs. To set expectations, the burn rate for Q1 was $145K per month. In the most optimistic calculation, they generated $200K from July/August dilution. When the financial statement is released, everyone can do the math and see where this wagon is headed.

I found it odd because the CEO (Mr Stone) would be the one I would consider more involved with operational details such as registering with a third-party. Of course, we don't even know for sure whether Paul's registration with Cattlemen's is for 141 or Spooz.

Perhaps the reason you find my thoughts to be odd is because I don't drink the kool aid?

If this were related to 141, I would've expected Errol to be the guy signing up for this, not Paul. Still seems a little odd to me.

Unless you're aware of material information, how can you possibly presume this to be positive? For all we know, Paul is lining up his next job.

You're clearly misunderstanding me. I didn't claim that it wasn't rigorous, I just said that it does not provide affirmation of the trading system itself. I'm merely asserting that the disclosure document's purpose is to inform investors of the risks of dealing with the NFA member firm. Do you disagree with this assertion?

That's great and all, but what is he doing being registered with a CTA in Miami?

Another NFA registration for Paul:


CATTLEMENS HEDGERS GROUP LLC
• ASSOCIATED PERSON REGISTERED 07/24/2008
• NFA ASSOCIATE MEMBER APPROVED 07/24/2008

As found on his NFA page:

http://www.nfa.futures.org/basicnet/Details.aspx?entityid=0186923


Has anyone else seen this? Does anyone know what it's about?