This is what I sent to IR. Just sent the email about 10 minutes ago. Not sure if too late. Oh well.
Good luck to all and peace on earth.
Augie
Questions from the IHUB Board.
Hi Rick,
Hope we are not late.
1. Why have we not seen Form 4's (Someone correct me if that is the wrong Form for such) being filed for shares being purchased by insiders?
2. Why have you not filed the Form 3 or 4 that would allow the stock holders to know exactly how many shares of common stock the insiders hold. That could be beneficial information for someone contemplating becoming a stock owner.
3. At what point will the company start paying all of its routine bills with company money, and stop paying its routine bills with shareholders' money/dilution?
During the 4th quarter, NMKT recorded CASH of $3,106,521, up $323,224 from the third quarter. Yet, in the 4th quarter, NMKT continued to pay for services by issuing 1.6M shares of common stock. When will this stop?
4. Why is AR still quite high? Taking it down from 120 to 90 is progress, but some shareholders would like to see more. Given that this relates to services, there's no way that NMKT can go without paying it's consultants/contractors for that long, while they wait for the AR payment...it does not add up.
5. In January, Phil made a big deal about the individual business plans. The most recent 10k was issued without any segment breakdown. Why the lack of transparency?
6. Why doesn't Phil include a footnote disclosure on the debt breakdown? What are the terms of each long term debt issuance? This relates to some sharholders' impressions that massive amounts of shares are being issued at a deep discount to retire debt that seems to appear out of nowhere. Some shareholders have the view that this is where 80% of your dilution is coming from. This number excludes the 40million shares that Phil has control over from the VTI loan involving himself.
7. Would you provide us details of this VTI loan and the terms? What are you planning to do with this potential overhang that has some shareholders concerned?
6. DFTS dividend - how can you plan on issuing a dividend that's 9 months after the declaration date? It seems a bit mysterious how it was tied it to the filing of the 10K. Can you please elaborate? This has become a sore issue which some shareholders are quite anxious to have you communicate what you are going to do to address such.
8. Some shareholders have concerns about a very large number of shares being issued, that we are under the impression is to retire debt. Would you please tell us about all the debt, both long and short term, and how much more dilution we will have to endure as it is in the process of being retired. If not being retired, please refer to question #6.
9. Netsco has piqued some peoples' interest. Would you be able to provide some extensive disclosure regarding Netsco and RFID, and any future plans regarding this endeavor?
10. Q4 share dilution breakdown alerts some shareholders to the possibility that we are missing something by being focused only on the dilution from preferred shares: Shares issued to retire debt: 6.5million Shares issued for consulting services: 1.6million
Of the 30million share increase for 2005, it appears that only 3million relates to preferred shares and that 22million relates to converting debt and for consulting services. Please speak about this concern.
And now we have a new issue of preferred shares....Series I. So far, we have not found the disclosure statements relating to what these preferred shares are for. Can you elaborate, please. This is the information we have been able to find: Series I for Corsa Network Tech:
The Series I was talked about in the 3Q05 10-QSB, but was not listed in the Consolidated Statements of Stockholder's Equity.
Form 8-K Filing date: 7/5/2005 The purchase price for the assets was (i) $100,000 in cash; (ii) 1,400 shares of Series I 8% Cumulative Convertible Preferred Stock of NewMarket having a stated value of $1,000 per share; and (iii) 490 shares of Convertible Preferred Stock of the Xiptel, which shall (a) have a stated value and have such other economic terms as shall be mutually determined by the parties within 30 days of the closing date; (b) be issued, in equal installments over a 12 month period commencing with the closing and (c) be convertible into 4.9% of the issued and outstanding shares of common stock of Xiptel beginning on the first anniversary of the closing. http://yahoo.brand.edgar-online.com/fetchFilingFrameset.aspx?FilingID=3773202&Type=HTML
11. It has been brought to shareholders' attention that the $5million decrease in the AR balance appears (to at least one person) to have been achieved by netting with accrued expenses. Please explain how this was actually done. What actually occured to bring down our AR balance? Did we get a lump payment for a contract that we have been waiting for payment on, or were financials recorded in a different manner to help with the AR balance, or some other scenario? The Dec 31 Accrued Expense balance went down $5million, the same amount as the AR balance.
12. Some shareholders are concerned that you are planning on giving us dividends that are achieved by diluting our primary holdings in NMKT. They would like you to lay out a plan by which; as you move to provide us with shares in the new start-up companies, you protect us from ANY dilution of our current holdings to achieve such a dividend. Is it possible for your business plan to work in this manner?
12a. Where will the shares come from for the spinoffs?
12b. Will there be an IPO?
12c. Who is going to pay to expand all these spinoffs?
13. You speak a lot about very NICE revenues over the next 12 months, but what are we going to see by way of profits and sequential increase in profits Quarter over Quarter?
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