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To: michael d kugler who wrote (18224)11/15/1997 1:12:00 AM
From: Kurt N  Read Replies (3) | Respond to of 55532
 
I'll forward your questions to Riley. I'm sure you are aware he is out of town and may not be able to instaneously reply.

An actually serious debate is about to happen, a historic first for this thread.

Kurt



To: michael d kugler who wrote (18224)11/15/1997 1:35:00 AM
From: Skeeter Bug  Read Replies (2) | Respond to of 55532
 
mike, great dd and valuable info. why isn't anyone talking about this? evil agendas or blinded vision.

what was the connection with the 300k shares? was moergan manipulating the numbers again to put himself in a favorable light?

i wouldn't trust this management at all..



To: michael d kugler who wrote (18224)11/15/1997 1:39:00 AM
From: KMT  Read Replies (1) | Respond to of 55532
 
REPOST OF "INVISIBLE SHARES"

I want Riley to explain to all of you why these shares are never discussed. That's all.

Morgan & Breton's 2,000,000 S-8s
CEA's 43,000
Horizon's 58,333
Erkhin's 3,333 (too bad, Roland..)
Koko's $200,000 in cash or stock
Nelson's $741,000 to $1,500,000 of cash or stock
H&D's $250,000 in cash or stock
A domestic, offshore Reg-S of 436,666
Stock sold by Scott Mayer (looks like 50,000 shares)
Don't forget the value of non-affiliates shares on 2-1-97 was $1,600,492 divided by the closing price of $1.75=914567 shares despite the statement that 54,408 shares were held by non-affiliates on 2-28.

Add 'em up! Still sure you can spot a squeeze here? And there's more coming after the deal is consummated.

Who's kidding who?

This is what I've come up with so far as candidates. Any comments?



To: michael d kugler who wrote (18224)11/15/1997 4:23:00 AM
From: Jerry Whlan  Respond to of 55532
 
Add 'em up! Still sure you can spot a squeeze here? And there's more coming after the deal is consummated.

The one thing that does not add up here is that with the Rule 144 changes, the restricted shares issued for acquisitions would have all come online when the Rule 144 change went into effect around April or May this year (yes, the Rule 144 change from 2 year restriction to 1 year was explicitly retroactive, I thought that was poor judgement on the SEC's part, but nevertheless that is the case).

Now perhaps the minimum value clauses aren't tied to the restriction expiration but rather a set two year period, the 10-K does not make this clear.



To: michael d kugler who wrote (18224)11/15/1997 8:01:00 AM
From: Ellen  Respond to of 55532
 
From: michael d kugler
Saturday, Nov 15 1997 1:05AM EST
Reply #18224 of 18413

I want Riley to explain to all of you why these shares are never discussed. That's all.

Morgan & Breton's 2,000,000 S-8s
CEA's 43,000
Horizon's 58,333
Erkhin's 3,333 (too bad, Roland..)
Koko's $200,000 in cash or stock
Nelson's $741,000 to $1,500,000 of cash or stock
H&D's $250,000 in cash or stock
A domestic, offshore Reg-S of 436,666
Stock sold by Scott Mayer (looks like 50,000 shares)
Don't forget the value of non-affiliates shares on 2-1-97 was $1,600,492 divided by the closing price of $1.75=914567 shares despite the statement that 54,408 shares were held by non-affiliates on 2-28.

Add 'em up! Still sure you can spot a squeeze here? And there's more coming after the deal is consummated.

Who's kidding who?

This is what I've come up with so far as candidates. Any comments?

---------------------------------------

1. Are these pre-split #'s?

2. How do you reconcile "Morgan & Breton's 2,000,000 S-8s" with the fact that they say they only own 300,000?

3. How many of these acquisitions and which ones have since been written off?

4. Cite which filing or other documentation for "A domestic, offshore Reg-S of 436,666".

5. Cite documentation for "Stock sold by Scott Mayer (looks like 50,000 shares)".

6. So which is it - cash or stock - for these? "Koko's $200,000 in cash or stock - Nelson's $741,000 to $1,500,000 of cash or stock - H&D's $250,000 in cash or stock"

7. So how did you arrive at the dollar figure below? Provide documentation that the # of non-affiliate shares is not 54,408. Cite the filing: "Don't forget the value of non-affiliates shares on 2-1-97 was $1,600,492 divided by the closing price of $1.75=914567 shares despite the statement that 54,408 shares were held by non-affiliates on 2-28."

8. How do you reconcile anything you posted with the fact that there are RIGHT NOW 3,371,081 TOTAL outstanding shares?

blowing smoke



To: michael d kugler who wrote (18224)11/15/1997 8:15:00 AM
From: Ellen  Respond to of 55532
 
How do you reconcile what you posted with this:

Shares outstanding:
From: Riley G
Friday, Nov 7 1997 9:52PM EST
Reply #15479 of 16024

Todays Numbers....partial updates...
Total O/S issued: 3,371,081
Rule 144 Legend: 1,571,081
Total public float: 1,800,000
====================================
Foundation Shares held: 2,945,105
Shares over public float: (1,145,105)



To: michael d kugler who wrote (18224)11/15/1997 9:57:00 PM
From: JBH  Respond to of 55532
 
Micheal,

CEA's 43,000
Horizon's 58,333
Erkhin's 3,333
A domestic, offshore Reg-S of 436,666
Stock sold by Scott Mayer (looks like 50,000 shares)

These total 591,332 shares with Reg S
Total 154,666 excluding Reg S

Just a thought: After the reverse split, the total shares in float was what? Now the float is supposedly at 1.8mil. How much increase in the float has there been since these transactions? Maybe we can account for some of these shares already in the float. Namely most of the Reg S. If the rest of the Reg S out there is holding and intends to hold and Riley's number is right about exactly how much there is still waiting to be converted, then the Reg S is hopefully a non-issue.

That leaves 154,666 shares that need to be addressed in this batch. 154,666 does not equal anywhere near the 1-2 mil shares that the Cartel and others have supposedly bought and are being proccessed to out of street name.

As for the acquisitions that are hinged upon the share price Koko's, Nelson, H&D. The total amount to pay these debts off is around 2 mil. In order for the co. to expand both the bottling end, the garmet end, and come up with 2mil cash to pay these off. I don't think 5mil is enough as you mention. 8-10 would be more like it IMO.

One more thing regarding 144's. I'm pretty sure that sellers of 144's are restricted as to how much stock they can dump at a time after the restriction period is over. I believe I read where it works out at about three month intervals. Just going off memory on that one and I may be wrong.

Hope I haven't stuck my foot in my mouth again :)

John



To: michael d kugler who wrote (18224)11/15/1997 10:07:00 PM
From: JBH  Respond to of 55532
 
The issues you have raised are exactly why I have always harped about someone watching the float, if possible, as we have always known that there were some 144's out there that would be off restriction soon. This is the reason I have always riddin the fence, had my doubts and waffled around on this one. But I'm still holding...guts of steel I guess..:)

John



To: michael d kugler who wrote (18224)11/16/1997 1:31:00 AM
From: Michael P. Weber  Read Replies (1) | Respond to of 55532
 
And where did you come up with all this?
Who cares what happened a year ago?

How can three TA's be wrong on the number of shares?