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Re: eqinvestor post# 110453

Sunday, 12/10/2023 5:45:36 PM

Sunday, December 10, 2023 5:45:36 PM

Post# of 114613
"If that transaction would have taken place with a NYSE or big Nasdaq company"

What transaction specifically are you referring to?

"not only would the stock have been immediately halted, but it would've made headline news on CNBC"

I thought maybe it'd be common sense that, regardless of what kind of transaction you're talking about above, a "NYSE or big NASDAQ company" presumably would have identified and worked out any issues prior to consummating said amorphous transaction.

"That preferred stock took virtually all rights from common shareholders."

Which shareholders? The holders of 69,042,293 common shares issued between consummation of what I presume is the transaction to which you refer above and the creation and issuance of the Series A? Or the folks who bought those shares following NSI's August 22, 2018, 8K notifying the general public of a "Material Modification to Rights of Security Holders?" Or, is it all holders of common shares in excess of 300,000,000 (remember Series A voting rights = 60 common : 1 Preferred) (NSI didn't exeed 300,000,000 O/S until the 2019-04-01 Prospectus. https://www.sec.gov/Archives/edgar/data/1465470/000165495419003865/nsmp_424b3.html).

Claims require harm. Which NSI shareholders were harmed and when? I'll indulge you since I'm feeling generous today.

2014-05-19
8-K noticing Delgado's ascension with majority purchase of shares in Multiplayer Online Dragon 97.94%

https://www.sec.gov/Archives/edgar/data/1465470/000114420414032068/v379005_8-k.htm

2014-07-14
Annual Report noticing Management's intent to look for merger and to change business plans.
https://www.sec.gov/Archives/edgar/data/1465470/000114420414042739/v383401_10k.htm

2014-12-03
"The Consideration will represent approximately 77.85% of the outstanding common stock of the Company immediately following the closing on a fully diluted basis."

https://www.sec.gov/Archives/edgar/data/1465470/000114420414071981/v395452_8-k.htm

2015-02-03
"NSH beneficially owns 75,520,240 shares of Common Stock, which represent approximately 88.62% of the outstanding shares of Common Stock. By reason being a director and the Chairman of the Board and Chief Executive Officer of NSH, Williams may be deemed to beneficially own 75,520,240 shares of Common Stock, which represent approximately 88.62% of the outstanding shares of Common Stock. By reason of being a director and the President and Secretary of NSH, Easterling may be deemed to beneficially own 75,520,240 shares of Common Stock.

(b) NSH has the sole power to vote and sole power to dispose of 75,520,240 shares of Common Stock, which represent approximately 88.62% of the outstanding shares of Common Stock. Williams and Easterling may be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a)(2) promulgated under the Exchange Act. However, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, Williams and Easterling disclaim that they are beneficial owners of such shares, except to the extent of their pecuniary interest herein."

https://www.sec.gov/Archives/edgar/data/1465470/000135448815000426/mod_sc13d.htm

Paragraph 3 of the JOINT Motion for Stipulation of Settlement of Claims states:
"On January 30, 2015, the asset purchase was consummated between NSI and NSH. Pursuant to the agreement, NSI issued 75,520,240 shares of common stock to NSH as consideration for all of the assets. As a result of the transaction, NSH held 88.62% of the issued and outstanding shares of NSI.

2015-02-23
"State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:
85,220,240 as of February 20, 2015"

https://www.sec.gov/Archives/edgar/data/1465470/000135448815000775/mod_10q.htm

Amended Exhibit A to the JOINT Motion for Stipulation of Settlement of Claims puts the number of common shares to be issued at
92,830,216.

2018-08-20
Just two days before issuance of the Series A, "[a]s of August 20, 2018, there were 154,262,533 shares of the registrant’s common stock outstanding."

https://www.sec.gov/Archives/edgar/data/1465470/000165495418009409/shmp_10q.htm

Paragraph 3 of the JOINT Motion for Stipulation of Settlement of Claims continued to state:
Subsequently, pursuant to the agreement with NSH shareholders and the representations made to them at the time, the NSI common shares were supposed to be exchanged for the privately held shares of NSH, some of which were held by Plaintiff, resulting in each shareholder of NSH getting the equivalent number of shares of the common stock of NSI. However, because of the complex securities laws, NSI/NSH was prohibited from being able to distribute the NSI shares acquired in the asset purchase directly to the NSH shareholders for several reasons, including the fact that the NSH shareholder group contained a large number of unaccredited shareholders, as that terms is defined under the securities laws, that greatly exceeded the allowable number under the regulations for a distribution at the time. Because the “going public” scenario was a goal of NSH, and one the shareholders were in favor of and had been promised over the years, the asset purchase was consummated/structured so that the Company could become public in the transaction and the NSI shares would be reserved for the NSH shareholders. While the Company sought solutions to the share exchange issue, in the interim, the NSI shares of common stock were to be held beneficially for the shareholders of NSH, including Plaintiff."

2018-08-22
Speaks for itself.

https://www.sec.gov/Archives/edgar/data/1465470/000165495418009491/shmp_8k.htm

Paragraph 4 of the JOINT Motion for Stipulation of Settlement of Claims continued to state:
"On August 15, 2018, NSH, which beneficially held the NSI shares for the NSH shareholders like Plaintiff, exchanged 75,000,000 shares of the common stock of NSI for 5,000,000 shares of newly issued Series A Preferred Stock, which had no rights to dividends— unlike the common shares. In addition, the Series A Preferred Shares were convertible into common shares with the consent of the majority of the holders of such shares. This was done with the goal of eventually making the shares more attractive for investors and a better market."

Who was harmed? Let's say it's "All of the Above," well, those common shareholders had the right to sue NSI since August 22, 2018, no? Gary Shover did. He did it on behalf of himself and others like him who, since they didn't have control of their shares until December 6, 2021 (Happy belated Anniversary), fall into ALL THREE categories discussed above. Consequently, any "investor" who could have standing, but was not part of the Shover Suit, nonetheless had their interests represented by Shover. This is why the outcome of the Shover Suit is applicable to all NSI "investors." The "issues" you raise were clearly adjudicated. This is not opinion, this is fact.

If you think the SEC can address some wrong, then:

1: Define the wrong to be addressed. All parts of this "transaction" were disclosed to the Public. Folks who bought NSI common shares after August 22, 2018, knew exactly what they were getting; and,

2. Define the statute of limitations for the cause of action. What law was violated? How long does the SEC have to address the violation? This is all statutory. You can make express citations. When should we expect the SEC to come in and address whatever violation you think occurred? We're into year six and crickets.
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