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Re: big lug post# 219448

Tuesday, 09/29/2009 9:01:44 AM

Tuesday, September 29, 2009 9:01:44 AM

Post# of 346922
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.
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