Disagree. Any "investor" reads the markets and knew that the real estate bubble was coming. First with the mortgage companies, then the banks and investment banks. If you did this, you had an excellent year. If you're only investing long, you're bound to be disappointed. Read it now. The commercial Real Estate is about to implode. Play it that way. And the biotechs will also have a very hard time raising any kind of further i nvestment capital. Play it that way.
I said quite a ways back on this board that I was leary of UWKI as the CEO, which supposedly had made several fortunes, had so little skin in the game. And then proceeded to grant himself and his sr. mgmt and investors stock options and warrants. Oh, he has 500k shares, but how many of his shares did he sell along the way? This company had no business going public. It should have been private all the way.

Hey guys, did ya read the part where DHB says they've grown "10 percent" month over month, but no real subscriber numbers? Where have we seen that before?

hope this link works. I'm relatively sure this is where he found it. scroll down to messages part.

http://www.investmentnation.com/viewboard.php?id=404&sb=Y&sc=Y

If link doesn't work, go to the website, then search for mobilepro.

Jimme: good catch on my mistakes. i jumped the gun in some of my assumptions without studying the detail that was provided in the form 3's.

You'll have to go to the "filings" section and open it up to see the options that were granted.

http://pinksheets.com/pink/quote/quote.jsp?symbol=spkl

You probably saw all the options for about 8 insiders that were issued last week. I didn't take the time to add them all up, but looked like 2,000,000+ shares, with strike prices ranging from 0.25 (majority) up to 0.65. And it looked like about 50% of them are exercisable immediately. This is somewhat of a farce, imo. Options for insiders are issued with a strike price that is applicable to the time they are issued. They are used to incent the insiders to grow the company. Giving them options that have an extremely low strike price and exercisable immediately just puts more selling pressure on the price.

here is the link: http://pinksheets.com/pink/quote/quote.jsp?symbol=spkl

well, this is embarrasing. Apparently I got the spicy pickle news and the no-news of uwki mixed up. Ouch. Looks like I've got some work to do over there.

The PR was just a one liner saying that they had filed some forms with the SEC. So nothing to point out. That's why I looked it up. Oh well.

Unintendo, et al. Well, I looked again at pinksheets.com. The 8-k as well as the form 3's have disappeared. In looking at the Yahoo finance page for UWKI, the 8-k announcement that was there on Dec 29 is also gone. I would feel better if someone could confirm that they also saw the pr release on 29th. So you won't think I'm a total crackpot. But it was there when I sent the message. The big winner was the CFO. Being that I am now not able to back up my message, I'll just say to tread with caution on this one. Something is going on. And next time I will save the PDF files that I view, just in case.

Unintendo, et al, I'll pull out the link when I get home tonight. I thought it was on pinksheets.com, with form 3's filed on December 28. About 8 of them. But it's not there from my link here at work. I'll take another look tonight fron my home computer. I believe it was connected with the other PR released on 28th. But that's off of even the Yahoo site now as well. I'll have to take a look tonight. But this was no bs story, it was there.

I don't think it will stop anytime soon. You probably saw all the options for about 8 insiders that were issued last week. I didn't take the time to add them all up, but looked like 2,000,000+ shares, with strike prices ranging from 0.25 (majority) up to 0.65. And it looked like about 50% of them are exercisable immediately. This is somewhat of a farce, imo. Options for insiders are issued with a strike price that is applicable to the time they are issued. They are used to incent the insiders to grow the company. Giving them options that have an extremely low strike price and exercisable immediately just puts more selling pressure on the price.

Bad Mutha - part of the problem that UWKI has is that they are still under the radar as far as newsletters and those parties that help give it exposure. That kind of exposure can help a lot, if just for a short period of time. A good example of this is Bob's resaurants (BOBS.OB). Look for a short, but nice run, this week. Momma didn't raise no FOOL.

i stand corrected on the jump with no news. I was thinking today was Wednesday, so got that part of the message screwed up. Must be the holidays.

And another food for thought. SPKL opened yesterday at 1.28. Previous close was 1.11. It opens 15% higher on no news? And the volume was heavy at the beginning of the day. This is not typical for SPKL, as it usuully has a light opening volume and picks up throughout the day.

Jimme:
I'm not sure what you mean with your first statement about having to sell remaining IPO shares at .50. If there were remaining shares, those are authorized shares. The shares already issued are outstanding shares. The authorized shares are treasury shares, that can be sold at MARKET VALUE, awarded as employee stock options, etc. So they would have received market value had they sold those, not .50.

And if there were no authorized shares available, they could have held a special stockholders meeting to get additional shares authorized to be sold on the open market. And get the market rate.

The type of financing they did is suspect, imho.

I nearly fell out of my chair this morning while looking at level 2, pre market. I had expected this to open 10-20 cents lower after this new "financing" was announced. So I'm at a bit of a loss as to whether to get back in now, or wait it out. Does anyone know if the .85 cent shares have a restriction on when they can be sold by the recipient? Can they dump them now? Or is there a waiting period.

I'm a little bothered that the company didn't sell additional shares on the open market. They could have gotten 50% more than the .85, as well as there wouldn't be the preferred shares, plus the follow up warrants. Or borrow half and get the other half from sales of shares on the open market. It appears that it was just too good of a deal for the recipients. And the recipients of that good deal appear to be mostly insiders. Kind of like enriching themselves at the expense of the investors.

The other thing that bothers me is that, if my memory serves me correctly, Marc Geman said something about having a substantial amount of money invested in the company, which was $300,000. That's not substantial in the restaurant business. And especially after the money he should have made from selling the pretzel company to Mrs. Fields. Does it bother anyone else that he has so little skin in the game?

Kind of reminds me of someone else I'm a little suspicious of. Wink Wink.

Raw: I think you're missing my question. They weren't even going to be able to make the next payroll with $10k in the bank. So it seems somewhat curious that they go out and start bidding on a restaurant with no money in sight and not being able to make the next payroll. I think they ahd decided to make the $10mm placement regardless of what it cost them to do it.

As far as the $857 is a heck of a lot more than $55k, isn't it? Well, yes. But what are you talking about? What was $55k?

Does anyone find it curious that in early October, they've got about $10,000 in the bank, and towards the end of that month they're entering into a purchase agreement for the Mountain View location?

RAW: remember that they sold $10.4mm of shares today, but they could only get $9.2mm of the money. How embarrassing is this? Pay over $1mm for a sales commission? OMG
UWKI has shown themselves to be terrible custodians of money. Burn through rate is unbelievable. IMO, that's the purpose of the dilution today. Get the money while they can. However the future works out, "Oh well". As for the rest of the shareholders, that's the risk they take.

MRBO: If I remember correctly, they get $35,000 for the first store, $17,500 for each one after that. The discount for subsequent stores recognizes that they (corporate) don't have to provide training of the franchisee.

Bigguy: Jeez. I don't know where to start to respond to your question. I can't believe that you are even investing in BB stock with your statement. I could spend my time educating you. But, I think you are just baiting us. You would be test served with investing in mutual funds. Or just turning your money over to someone else that may understand BB stocks. Please, just stop posting. This is for informed investors that understand the risks of investing in these kind of sticks, and like taking that risk/reward ratio as they understand it. unbelievable post that you made. Just go away.

bigguy: The conversion and sale of a warrant in the future impacts the then marketprice more than a sale of a share would. The warrant was held in treasury as an AUTHORIZED share. The shares that are bought outright in the new issuance become part of the OUTSTANDING shares. That dilution would becoome immediate at time of issuance. If/when the warrants are exercised, they will become outstanding shares, and therefore dilute the price. Period. Granted, if buying is strong, will not see it as a negative, but just remember that even if the price is going up, those shares would keep the others from going up as much as they would have.

looking at the level 2, should see a gap up this morning. Hopefully not the wild ride of yesterday.

mroberts:
I don't know if it's real time or not.

mroberts:
you should be able to look at level 2 on this board. Look in the upper right where it says quotes, level II. Click on that, it will take you to quotes. I think the third tab over you can click on level 2.

bigguy:
I'm trying to follow this part of your post:
"Previously I stated that the offering price would be lower than market. I think my reasoning was sound (institutional investors need an incentive), However, I did not realize that the Warrants are in fact that incentive. They are like Options, meant to be exercised at some future date for profit. They can be priced at perhaps .30 or .50. That means if the Offering price is 2.60, the total package is around 4.00. That gives the buyer incentive to buy without depressing the stock price. "

From everything I have seen, UWKI warrants have been priced at the same, as the underlying price of the stock at the time the treasury stock was sold. to come in and give someone warrants for .30 cents would be nuts. What we are talking about is further dilution, both from the issuing/sale of stock as well as the warrants that could be exercised in the future. They have to make it worth their while. The whole stock discussion, where they would be selling stock at $2 when it is on the open market at $3 was always crazy. I think we just don't know the exact details at this time. It's wait-n-see.

DIGG: I don't get it. The stock is currently selling at around $3. Why would anybody buy it open market when they can get it for $2, and it also comes with an additional warrant for $2.40. And how many investors would buy it for $2, and dump it for $2.50, just to make a quick 25% on their money. And institutions would do that in a heartbeat to make year end numbers look good. I'm missing something here, and would appreciate anyone who can point out to me what I'm missing. Wouldn't the stock go down to $2 immediately?

OMG, you people are unbelievable. Raise $50mm? For what? If they can build out a restaurant for $1mm, at most they will build out 10 in 2-3 years. For $10mm. What do they need the other $40mm for at this time? If they build 10 debt free company owned locations, that should be more than enough to support their expansion plans, PLUS they are getting royalty and franchise fee from the new franchisees. This is more than enough free cash flow to support their expansion. What are they going to do with the other $40mm? Pay bonuses to the execs? Increase their pay and allowances? The dilution here is staring right at you? Somebody please tell me why they would need the other $40mm.

For a $2 listing, The Amex reqires all of the following:
$50mm market cap
$15mm market value of private float
$4mm of shareholders equity.

As far as I can tell, UWKI could qualify for the Amex under stanedard #2.

Unintendo: you're right. I'm just gun shy about any r/s that happens. My post pointed out that I thought UWKI had a good chance of doing the r/s successfully. But I've just seen what happens, not just to me, but I have studied this phenomenon with other companies that were involved. Too many scared people like myself. I don't intend to try to change that mentality, just get in front of it.

Unintendo: in answer to your question, I do not own any Uwink at this time. I still kind of follow it, but I got rid of it shortly after they announced the reverse split. It has been my experience that those things almost never work out. Uwink actually had a good chance of it working in that they were/are a growing entity. Most reverse splits are because a company has tanked and the stock price went so low they are risking delisting. That wasn’t the case with Uwink, but I have just been burned twice on r/s.
I don’t know if raw will let me answer the rest of your question as this is a Uwink board, but I think the numbers are a good analysis of how Uwink could be valued in the future. I like Spicy Pickle because it is one of those pure internal growth companies that you rarely find in the OTC.
Spicy Pickle’s restaurants do nearly 50-70% more revenue per square foot than other same sized/type eateries. My sister lives in Denver, and says the food is unique, not just standard sub shop fare. More like something you would find at Panera.
In early 2006, there were a dozen operating locations and they were looking to expand. Now there are twenty five locations and, from what I can tell, about 15 more that are in various phases of construction. Next year, there should be 50 locations that are operating. And they have sold about 50 additional franchises that are in various phases of development. So somewhere between now and the end of 2008, there will be 100+ operating locations. From what I can gather, 80% or more will be franchisees that pay a 7% royalty weekly. With an average location doing $700k, they will have cash flow of $35k per year per location (2% of royalty is for a cooperative advertising play, so used 5%). So, minimum of $3,500,000 per year on royalties from 100 stores. Plus “rebates” from national suppliers (beverage, meats, etc). Probably adds another $5k per year per store. In order to cover their corporate costs, they should break even at 50 operating stores, maybe a few less. They also get an initial franchise fee of $35k for the first store, $17,500 each additional store. The company is led by Marc Geman, who is the same CEO that built Pretzel Maker from 7 stores to 250 stores and sold it to Mrs. Fields. Think he doesn’t know what he’s doing?
Unlike Uwink, there is no debt, no convertible securities, no warrants, no insider loans, and few options issued to employees. This structure is as clean as it gets. The original shareholders are long term players, and they are looking to see this company grow to 300+ stores. I value the company at about 2.5 cents per operating location. So it is priced right at $1 per share now, however at the end of 2008, should be about $2.50 per share. If they do hit 300 locations in the future, it will be $7.50. And I’m looking for a 30% buyout premium. So I expect it to be $10 by the end of 2010.

pkg - sorry. When I read the filing, i interpreted it to be a private placement, mostly because of the warrants. I have no idea how they would establish a sales price of a public offering/placement, how they would place a value on the share price as well as the value of the warrants attached to them. Maybe you can enlighten me?

U - understand why people are looking at this. However, spicy pickle has already sold 100 franchises, and should hit 300 by end of 2009. Minimum. And its CEO is the one that took pretzel time public and eventually sold it to Mrs. Fields cookies. i think there were 500 franchises. so everything is in place and not much of a gamble to the downside. But yeah, no arguing how unique uwki is.

In general, the price of the offering is generally what the price of the stock was the previous close. Perhaps the buyers are looking for some kind of a bottom. The problem with these types of private placements are that the agents (Merriman) usually have all the buyers in place at the same time. I got a hunch that buyers are either getting out, or holding off. So there may have been a gradual shift of buyers in and buyers out. There is nothing Merriman can do to support the price. if they get the buyers in at a higher price, and it drops down afterwards, their name is mud in that particular community. They are more interested in retaining their buyers for future placements than they are in any one particular placement. It wouldn't surprise if the buyers have gone away from this and into Spicey Pickle (spkl.ob), which appears to be a slam dunk for making money.

Nicely done presentation for the road show. I was surprised to see that their average check was higher than California Pizza Kitchen. I still don't like the idea that they are saying that the 15mm shares are for "new restaurant development, franchise marketing costs, and General admin costs". Not a clear breakdown of what goes where.

http://www.pinksheets.com/edgar/GetFilingHtml?FilingID=5321673

Perhaps there is another part of this business we are missing. Time Warner Cable, here in Kansas City, is installing a wireless system into the Country Club Plaza. The Country Club Plaza is a trendy shopping area of upscale restaurants, shopping, and businesses. It is designed after a shopping area in Italy. It's where out of towners go when they're visiting, or where you take your out of town visitors when they are in town. The wireless area will be about 20 blocks by 20 blocks. The way I read the article in the newspaper, it will be free to all of their land based internet subscribers (roadrunner.kc.com), and have a daily fee of $9.95 or monthly fee of about $45 for non-subscribers. I don't think they expect to do many daily or monthly fees, they are using it to build customer loyalty among their wired interent service subscribers. Perhaps MOBL missed the boat ( or now they see it), where they could sell their expertise in buildouts and managing those systems. They should have had feet on the street at the cable companies long ago. You can bet that Time Warner's competitors in the area will be doing the same thing. And they will be playing catch-up, and will need someone that already knows that they are doing, not just trying to learn.

WOW. If you look at the page 4 of the SB2, you can see why they are so anxious to double the amount of the authorized stock. They intend to sell all the current authorized stock as soon as possible. And, given that they are only going to open one new restaurant any time soon (for a cost of about $750,000), the other $15mm is going to "overhead expenses". I thought they may be desperate, but why so desperate?

If they're just going on the AMEX, the R/S may not be necessary at all. Amex only needs a $2 share price to get listed. Also, only needs 400 shareholders, with 500,000 shares of public float. Minimum value of $15 million on public float, and $4 million of shareholders equity.

Raw: you may be right. I'm just thinking that if we are partnering with a VC firm in Canada, we will get the effect of a wholesale price for the technology. When we sell direct in the US, we get the retail price. I don't know the arrangements, so I'm just speculating based on what I have seen with VC firms. They are usually short in the tooth, and look to flip their investment in 3-5 years.