Dave, I was hoping you'd have taken the time to read the links I gave you. Apparently not. I'll give it one shot to spell it all out for you...
As of 6/30/04, Global Links had issued 235,872,799 common; 12,000,000 shares of series B preferred (convertible to 10 shares of common) [1]
As of 9/30/04, Global Links had issued 22,856,687 common (adjusted for the 1 for 350 reverse split effected on October 7, 2004); 15,000,000 shares of series B preferred (convertible to 10 shares of common) [2]
If we do some reverse math, assuming no additional issuance of common after the r/s, there had to be 22,856,687 * 350 = 7,999,840,450 shares of common just prior to it. Could the number of common shares really have swelled from 236M to 8B?! Well, the authorized was increased to 1.9B shortly before, but even that maxes out to 5.4M shares post r/s. So what accounted for the, at the very least, 17M additional post r/s shares? The point is, in case you missed it, these shares had to have come from somewhere, post r/s.
Moving on...
As of 12/31/04, Global Links had issued 225,321,543 common, 15,000,000 shares of series B preferred (convertible to 10 shares of common) [3]. Here again, in just three short months, the common went from 22.8M (post r/s) to 225M! Once again, please explain where all these shares came from? These are not FTDs, these are real shares!
Only one month later, yet another massive reverse split:
"Effective February 1, 2005, the Registrant implemented a one for 350 reverse split of its authorized, issued and outstanding shares of common stock. The number of authorized and outstanding shares of the Registrant's common stock has been reduced in accordance with the one for 350 split ratio to 5,428,571 and 1,158,064, respectively, following the February 1, 2005 reverse split." [4]
Once again, if we do some reverse math, this indicates there were 5,428,571 * 350 = 1,899,999,850 shares of common just prior to the R/S. Note that it says "and outstanding", not just "authorized." Nevertheless, we'll assume just the latter. The 10K says there are 500M authorized, but, again for sake of argument, we'll just assume there were still 1.9B authorized even after the previous r/s. Even still, we now have 5.4M shares outstanding as of 2/1/05.
Yet, two days later, Robet C. Simpson claims via a Schedule 13D, filed 2/28/05:
"On February 3, 2005, the Reporting Person acquired 1,158,209 shares, constituting 100 percent of the issued and outstanding common stock of the Issuer, in the open market." [5]
Note that this filing was totally the work of Simpson. There is no indication whatsoever Global Links had anything to do with it. In fact, we have proof to the contrary since Global Links reiterated in their Q1 2005 10Q that they had "5,428,571 shares
authorized, 4,028,362 issued and outstanding).(see note 4)" [6]
So we have two possibilities here. Either there were at least 3M shares of common Simpson did not buy, or the outstanding was increased by 3M after Simpson bought, diluting him 300%. Either way, it shows Simpson had zero control of the situation. Once again, we have a boatload of common stock appearing.
But it gets even worse for Simpson:
"In the Quarter ended March 31, 2005, the Company established two additional series of preferred stock, Series D and Series E. In addition, the Company has reserved a Series C which has not been defined as of the date of this report." [6] These shares all were convertible into common stock.
Note that we still haven't talked about the S-8 stock -- common stock -- the subject of my prior post. So let's see what the 2005 10K has to say about that:
"The Company issued 162,720,000 shares of S-8 common stock in 2005 compared to 224,500,000 shares of common stock in 2004." [7] Wow! How does one account for all of this?
In summary, we have continuous and massive dilution of the common right through the time Simpson claimed he bought every single issued and outstanding share-- a mere 1.1M worth. What a croc. And I've proved it.
[1] sec.gov
[2] sec.gov
[3] sec.gov
[4] sec.gov
[5] sec.gov
[6] sec.gov
[7] sec.gov
- Jeff |
