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Or, don't meet the listing requirements in the first place. The SEC can't "force" a pinkie to report.
cornhole, PBLS is not being forced to report because they are not on a listed exchange. The pink sheets is an exchange for companies that don't follow the SEC rules for reporting and get delisted from the NYSE, AMEX and NASDAQ.
That's probably the way Paul thinks but as ususual it is the wrong way to think. Audited financials would add a few cents to the share price regardless of the numbers. Right now the company has no credibility and no earnings. If you release audited financial at least you have credibility. All we need is a good story going forward, (i.e. management discussion in the AF's), and the share price takes off.
emails from Ron B and Paul A today. They said they think audited financial should be out any day, and share count well below 800 million. I suppose I should also mention that Ron B is Ron Brown and Paul A is Paul Anderson, fellow investors.
Tainted petfood?**
PA is a joke, can't even get unaudited financials out on time. Can't get the share price above 2 cents. Ladies and gentlemen, it appears we have a buffoon running the company. You can't argue with history. PA's poor performance is fact. Can we have him removed before he gets control of the company back?
LOL, I wish I had so many stocks/shares I could lose track of some of them!
ted,
The DTC and DTCC don't keep inventories of stocks. Furthermore, since your friend did not have certs, there is nothing to transfer. His broker keeps the balance for his account. The DTC and DTCC keep track of the aggregate balances, but they don't maintain inventory. It sounds like your "friend" is either being scammed or is trying to stir up trouble by starting a false rumor. I think he should contact the SEC and tell them his shares have been stolen!
"fully diluted" only refers to securities that can be converted into common. The preferred shares vote but I don't think they have an ownership claim. Also, they "expire" in 5 years. Common has a perpetual claim. I don't think an analyst would include the PBLS preferred shares in any per share calculations.
web-cam is for the skinny-dippers.**
Well said.**
tt, somebody posted that mgmt was converting 25% of their shares and keeping the rest in common.
LOL, Did I call you a pumper? I don't remember that. I think I said you were full of hot air when you started talking about the orphans.
Ren, I didn't do an exhaustive search like you did, but I remeber thinking that the agreement was with Capital Growth. It wasn't stated by it was implied as I recall.
cerberus, your buddy is wrong. It's not even close to the same thing. A RS does not change the value of the company. For example, If the OS is currently 1 billion shares, then PBLS has a market cap of $20 million based on a share price of $0.02 multiplied by shares outstanding of 1 billon. A RS would simply reduce shares to say, 500 million and the MM's automatically adjust the price to $0.04 so that the market cap remains at $20 million on the date the RS happens.
That is OBVIOUSLY not the case with the current conversion program.
The conversion will reduce the OS but the MM's will not automatically adust the price upwards. The market will do the adjusting. The market is in the process of increasing the price based on the dividend. Once the share count is released, the market will further adjust the share price upward based on the reduction in outstanding shares.
Here's the bottom line. The current conversion program is more like a buyback than a RS. With a buyback, the price per share rises, the OS falls and the market cap rises. With a RS the share price rises but the number of shares falls so the market cap stays the same.
tt, You forgot annual appreciation as your investment grows from $10000 to $31510. Your total annual return is closer to 40%.
PUNTANG, can you elaborate on the strategy? Thanks.**
roach,
The benefit is a more certain return compared to a less certain return. I'm only speculating on the future.
pan, makes sense and the sooner the share price rises above .06 the less shares that will be converted. That leaves mgmt with a stronger position. They have the advantage of being able to convert immediately.
golf, no dd, just inference. If PBLS was still committed to buying back shares at as low a price as possible then they wouldn't be PR'ing multi-million dollar deals. I think the stream of PR's combined with a preferred deal that locks in gains for mgmt (on shares obtained at less than .01), signals a shift in strategy. I think the anchor has been raised and its full steam ahead.
Looks like PBLS has all their shares. Now they will work on gettting the price up.
aswoerner,
No, it's not about risk free investing. It's about the risk/return tradeoff. How much reward do we require for a given level of risk. If you are investing in pink sheet stocks based on such measures as belief, faith, hope, etc, then you are going to lose all your money. Do you really think requesting such basic measures like the number of shares outstanding and Net Income is asking too much? It would be nice to be able to calculate earnings per share.
We need audited financials first, otherwise the risk is too great.
Pan, Global Links, here's more-->
Anyobdy who says you need to worry that non-certed shares will become worthless is misinformed. IMO, the only way out of the NS mess is to be transparent and consistently report postive earnings.
Here's the link.
http://www.forbes.com/business/2006/08/25/naked-shorts-global-links-cx_lm_0825naked.html
New data from the U.S. Securities and Exchange Commission reveals trade settlement fails in early February 2005 that were 27 times greater than the total number of shares Global Links (other-otc: GLLC - news - people ) had issued at the time. The data show suspicious trading in Global Links far earlier and to a far larger degree than any previously released by the SEC.
An SEC spokesman had no comment on the data, which showed Global Links trade fails totaling 27.3 million shares on Feb. 4, coinciding with the first day that Feb. 1 trades should have settled. They were 23 million the next day and tapered off from there.
Data released to Patch earlier this month had shown trade fails of 10 million shares starting in mid-April, a time when 4 million shares of Global Links were issued and outstanding.
The Global Links matter came up briefly in a Senate Banking Committee hearing in March 2005, when Sen. Robert Bennett, R-Utah, told then SEC Chairman William Donaldson that his constituents, among them Internet retailer Overstock.com (nasdaq: OSTK - news - people ), had complained that a new regulation designed to curb abusive trading was not working.
Reformers like Patch have demanded that regulators and market operators do their jobs of enforcing existing rules and have expressed exasperation about seemingly lax oversight. They point to a July enforcement action by the New York Stock Exchange's regulation division against four brokers, including Daiwa Securities, Goldman Sachs (nyse: GS - news - people ), Citigroup (nyse: C - news - people ) and Credit Suisse, for failing to have adequate Reg SHO Compliance in place.
"Regulation SHO is an important federal securities rule meant to protect the market and investors from short-sale abuses," said Susan L. Merrill, chief of enforcement, NYSE Regulation in a press release. "As these cases demonstrate, firms that fail to enact effective procedures and systems by the compliance date threaten to undermine the important policies served by this rule."
Despite the tough talk, the collective fines imposed were $1.25 million.
Other "large and persistent" failures have been reported in shares of Overstock.com, Netflix (nasdaq: NFLX - news - people ), Martha Stewart Omnimedia (nyse: MSO - news - people ) and Novastar Financial (nyse: NFI - news - people ), all of which have been on Reg SHO lists practically since the beginning. Global Links calculates that it's been on the list for 556 days as of the end of last week.
Stockholders reported they could not obtain delivery of shares they had bought. One such individual, Robert Simpson, a Michigan businessman who had inadvertently purchased 100% of the common stock outstanding in February, has yet to receive any of the shares he purchased.
pan, it doesn't matter if the company can account for all the OS. MM's can legally naked short to maintain an orderly market. There is a stock where one shareholder bought all the OS. The stock still kept trading with no problem and there was no "short squeeze". When the name of the company comes to me I'll post it along with finding the article about it.
Slim, if you bought today around .165 then you will earn a 40% annual return for the next 5 years if you convert your shares to preferred and PBLS follows through with the divvy.
Treat the cash flows like a 5 year bond that pays a 6% coupon. The yield to maturity on this 5 year "bond" assuming quarterly payments is a little over 40% per year! As the price of common rises to $0.06 per share the annaul yield to maturity falls to 6%. At a market price for common of $0.03 the annaul yield to maturity is still over 23%.
Here's the math and assumptions.
Each $10 share of preferred requires 167 shares of common. Use .0165 for the current ask for common. Then it will cost you 167 x .0165 ~ $2.755 to buy 1 share of preferred that will be worth $10 in 5 years. Your annual return will consist of dividend income of $0.60 per share of preferred and capital gains associated with your $2.755 initial investment in preferred that will grow to $10 in 5 years.
The annual return on the dividend component alone is a whopping 22%! (Sixty cents per share of preferred divided by your initial investment of $2.755)
The rest of your 40% return comes from capital gains as your investment grows from $2.755 to $10 over 5 years.
Here's the bond valuation formula that can be solved for "r" the yield to maturity.
Price = (C/r)[1-1/(1+r)^t] + Par/(1+r)^t.
Price = $2.75
C = 6% of par divided by 4 payments per year = $.15 per qrtr.
t = 5 years x 4 qrtrs per year = 20 months.
r = the qrtrly return. Multiply r by 4 to get the annual return.
So,
2.755 = ($.15/r)[1-1/(1+r)^20] + 10/(1+r)^20
r = 10% (qrtrly) = 40% (annually).
As a check:
Part of the 40% is "current yield" = (annual coupon)/(market price) = $0.60/2.755 = 21.8% per year.
The other part of the 40% comes from your initial investment of $2.755 growing into $10 after 5 years.
Total return (Divvy + cap gain) on an annual basis is 40% at the current price level!
Regarding IRA options--Hypothetically, if you put a convertible bond in your IRA your broker would automatically convert your bond to stock and everything would remain in your IRA. I think the PBLS deal could work the same way. You would have to give your broker instructions to do the conversion but it should go through just the same. I suspect that PBLS is wary of getting brokers involved because they are part of the naked short problem. PBLS wants to deal in physical certificates but the brokers will want to do things electronically. I guess the broker would have to agree to do the conversion then deliver the preferred certificates to the account holder. ALL, IMO, just thinking out loud.
Mr D. The reason prices decline following "stellar" earnings is that the earnings were less than expected, and/or, the company provided disappointing guidance for the future. Everything is relative to expectations, except for pink sheets. Everything goes out the window for pinks.
40% annual return-->Math ahead-->Value the preferred like a bond. The cash flows are identical and the "yield to maturity" is around 40% ANNUALLY!
Treat the cash flows like a 5 year discount bond that pays a 6% coupon. The yield to maturity on this 5 year "bond" assuming quarterly payments is a little over 40% per year! As the price of common rises to $0.06 per share the annaul yield to maturity falls to 6%. At a market price for common of $0.03 the annaul yield to maturity is still over 23%.
Here's the math and assumptions.
Each $10 share of preferred requires 167 shares of common. Use .0165 for the current ask for common. Then it will cost you 167 x .0165 ~ $2.755 to buy 1 share of preferred that will be worth $10 in 5 years. Your annual return will consist of dividend income and capital gains. The annual return on the dividend component is a whopping 22%! (Sixty cents per share of preferred divided by your initial investment of $2.755) The rest of your return is capital gains as your investment grows from $2.755 to $10 over 5 years.
Here's the bond valuation formula that can be solved for "r" the yield to maturity.
Price = (C/r)[1-1/(1+r)^t] + Par/(1+r)^t.
Price = $2.75
C = 6% of par divided by 4 payments per year = $.15 per qrtr.
t = 5 years x 4 qrtrs per year = 20 months.
r = the qrtrly return. Multiply r by 4 to get the annual return.
So,
2.755 = ($.15/r)[1-1/(1+r)^20] + 10/(1+r)^20
r = 10% (qrtrly) = 40% (annually).
As a check:
Part of the 40% is "current yield" = (annual coupon)/(market price) = $0.60/2.755 = 21.8% per year.
The other part of the 40% comes from your initial investment of $2.755 growing into $10 after 5 years.
Total return (Divvy + cap gain) on an annual basis is 40% at the current price level!
PBLS WOW! DIVVY! CHECK IT OUT LINK--->
PBLS closed at .014 yesterday.
Phoenix shareholders will have a value of $.06 placed on each share of common stock they submit for conversion
http://www.marketwatch.com/News/Story/Story.aspx?guid=%7B5CE4C548%2DB70B%2D4E03%2DA338%2D7177C40D4D6....
PBLS needs to announce the ex-dvidend date. The ex div date is the date that you need to be a shareholder of record to get the divvy.
This is getting exciting!!!**
IMO, yes technically, but it's possible the clearing firms could roll the fails into the new shares. I think it depends on several factors: the reputation of the firm that has the NS position ie sold shares then failed to deliver them to the buyer, the firm on the other side of the naked short ie the firm who failed to receive, the likelihood that the naked shorter will eventaully cover, the size of the position, and others. The pressure on the regulators has grown to the point where they will soon start to enforce the rules. If a firm like PBLS tries to blow smoke then the shorts will simply short the new shares and use the proceeds to cover the old short. If the company proves they are real then the short will have to cover.
A RM requires a conversion ratio so PBLS will have to release the share structure if we get to that point. Once the share structure is reported, then the calculation will be made to see if the naked short position is large enough to place it on the threshold security list. If a large naked short position exists then we need to hammer the Nevada Secretrary of State Office with complaints. The Nevada securities regulators have been proactive in making the case against naked short sellers. I think they would do everything in their power to force a buy-in.
That's what I was thinking too.**
LDTI AS is 110 million and the CEO has about 96% of the voting power. If merger, reverse merger is in the works then CEO Ayling will be a big winner.
https://esos.state.nv.us/SOSServices/AnonymousAccess/CorpSearch/CorpDetails.aspx?lx8nvq=SoUlsosJ1hQKr7qn3RBSfw%253d%253d
They say they are going to use shares, debt and cash to buy companies to consolidate the pool spa market and distribution channel. They have a little cash from PBLS now but not enough to accomplish their goal.
This is also interesting from the recent 8-k.
http://yahoo.brand.edgar-online.com/fetchFilingFrameset.aspx?FilingID=4120419&Type=HTML
*On January 5, 2006, Leisure Direct filed with the Secretary of State of the State of Nevada a Certificate of Designation establishing a new series of preferred stock.
* The holder of a share of Series A Preferred Stock is entitled to 100 votes per Series A share...which is equal to 94% of the voting power of all shares of the corporation.
* Upon a consolidation, merger or any other transaction in which shares of Common Stock are exchanged for or changed into other stock, securities, cash or other property, the shares of Series A Preferred Stock shall be similarly exchanged or changed in an amount per share equal to the Adjustment Number times the aggregate amount of stock or other property into which or for which each share of Common Stock is exchanged or changed. (The stated Adjustment Number for purposes of the conversion ratio is 10.)
* On December 28, 2005, Leisure Direct entered into an Exchange Agreement with Capital First Corporation, LLC providing for the exchange of 9,741,563 shares of common stock ($.001 par value) of Leisure Direct owned by Capital First Corporation for 974,156 shares of Series A Preferred Stock ($.001 par value) of Leisure Direct. John Ayling, the CEO of Leisure Direct, is the sole stockholder of Capital First Corporation, LLC.
* Combining the voting power of the Series A Preferred Stock with common stock controlled by Mr. Ayling, Mr. Ayling will control 95.9% of the corporation's voting power.
gnulx, that makes sense but why did we only buy 11%? I think we need to own the entire company.
If you read through the latest 10Q you will see that PBLS has invested in a business with a plan, but no capital. In fact they are a couple of million in hole. There is probably an agreement that will allow ldti/pbls to sell and market pool/spas etc in some sort of joint distibution and marketing effort. It might be a way for ldti to get off the ground without borrowing the $20 million they claim to need. Another thing that caught my eye was that control of ldti is through preferred shares not common. So, it looks like PBLS has an 11% 'equity' interest but will not have 11% of the voting rights.
gandalf, that would be the proper strategy, but you have to remember, PBLS follows a retarded strategy.
Good plan.**