Spiriton Media Group

[pboyles]

Hi MICHAELC12

Can you elaborate on post please? I understand the merger bit, though how they expect to restrict the shares I don't know, but the reverse split and ending our pain doesn't make any sense to me?

Cheers

Mugs

Reverse split is explained in the following links. It sounds feasible due to the low price of SOM shares, maybe they have been threatened with delisting by the exchange, that is mentioned as a reason why firms reverse split.


http://en.wikipedia.org/wiki/Reverse_stock_split

http://www.sec.gov/answers/reversesplit.htm

 

[pboyles]

I'm afraid that's old news that was never confirmed. The problem is that these companies say whatever they want about themselves, it doesn't mean it's true. Do you think a company that has made an acquisition of that size would bring itself to the verge of being struck off by not bothering to file accounts? Or that it's share price would fall to half a cent at one point?

 

[mugsgame]

Hi All

Is any investor out there struggling to be able to get to the meeting? If so, seeing as I will be traveling along the M4 and M6 corridors I would be happy to give people a lift? If so Private Message me and we can try and sort something out.

Cheers

Mugs

 

[Pento]

whats the share price now?

 

[Fleeced&co]

Re: Spiriton Media Group - anyone with meeting update

Hi I never managed to get to the meeting - any hopeful insights

 

[mugsgame]

To All

The meeting took place yesterday and present were around 80 investors, Paul Miller, Paul Morton, David Hirst and Director Udo Shcaar.

Paul Morton gave a clear and concise briefing on where the company had been and was now going. He mentioned this forum as having a damaging effect on securing new funding and the unfortunate link with Paul Richard Bell and John Guchone and that this was now completely dead.
David Hirst explained the accounts and the complexities in gathering the information, which has not only caused major delay in the completion, but also added excessive costs to get to filing point.
Udo Schaar explained the reason's behind some of the management decisions in dropping certain products and technologies, and why the Deutsche Telekom venture had been dropped for the time being.

We have been assured that we will now be getting regular updates on where SOM is and how certain negotiations’ are progressing.

While a number of questions were answered, there are some which need clarification. This will come from IR.

As this is a public forum that is all the information I am willing to divulge.

However on the big question; When will we get our Share Certificates? (which is why this forum was started in the first place)
Sorry guys but we are still no closer than we were when this forum started. In that we must wait for IR to complete the register and once this is complete we are lead to believe that our shares will be released to our nominee accounts or by paper certificate for those who do not have an electronic one.

Keep the faith; all good things come to those who wait.

Cheers

Mugsame

 

[Fleeced&co]

Thanks Mugsame

 

[somshares]

Hello to all!

Thanks to Mugs for the update. However, he didn't mention anything about a so called merger that was mentioned from the company. Anything you want to share on that, mugs? It puzzles me how they can have a shareholders meeting and not inform ALL the shareholders? doesn't that seem unfair? I spoke to a few that I had met from previous meetings and they weren't aware of any meeting. never got notice from anyone. They had been communicating with the company and the company had their contact details. Just seems unlike most public companies that I've had. Normally a meeting is posted in advance and is made public by press, internet and direct communication. This meeting was held under a shroud of secrecy. another thing i don't quite understand is the fact that I, like many others received confirmation of our holdings from SOM signed by a director almost 2 years ago, called a Global Certificate Receipt. On it reads that a final certificate will be issued in 30 days. So why haven't we got our shares. And can they be held responsible for losses that could have been profits had we had our certs when the stock was trading at 3+?? It seems to me that they are passing the blame on to the ALV group

 

[somshares]

I'm not sure that I believe the blame is on ALV since they were responsible for helping the company raise capital to secure the Astra channels and help them get to be a Public company. That was complete upon the company trading as SOM via the merger with CIT. Once the company was public, the responsibility lies on the company itself and it's directors. They are responsible to see that the shares are registered and issued properly. This is what my advisor and lawyer is telling me. If those that were at the meeting left without finding out when the shares were going to be issued, then what was the purpose of the meeting besides trying to sell us that the future is great and we should buy more? according to Mugs, they lost any new funding that was needed....of coarse blaming this blog for that. What a joke! That's what I call WEAK ACCUSES! Paul Miller hasn't been so enthusiastic in his writings lately. The talk of 4-5 Euros and higher....now what is it?

Well I've overdone my time writing this and I apologize for being so lengthy. I've been away for awhile so had to get things off my chest. Any comments are welcomed!

 

[pboyles]

I'm not sure that I believe the blame is on ALV since they were responsible for helping the company raise capital to secure the Astra channels and help them get to be a Public company. That was complete upon the company trading as SOM via the merger with CIT. Once the company was public, the responsibility lies on the company itself and it's directors. They are responsible to see that the shares are registered and issued properly. This is what my advisor and lawyer is telling me. If those that were at the meeting left without finding out when the shares were going to be issued, then what was the purpose of the meeting besides trying to sell us that the future is great and we should buy more? according to Mugs, they lost any new funding that was needed....of coarse blaming this blog for that. What a joke! That's what I call WEAK ACCUSES! Paul Miller hasn't been so enthusiastic in his writings lately. The talk of 4-5 Euros and higher....now what is it?

Well I've overdone my time writing this and I apologize for being so lengthy. I've been away for awhile so had to get things off my chest. Any comments are welcomed!

I don't know if it is clear to everyone but there was NO merger between SOM and Caribbean Island Traders. All that happened was that CIT changed its name to SOM, Schaar and Falkenhahn were already directors of CIT so any nonsense about them buying out CIT or merging with them is rubbish.

 

[somshares]

Hi PB:

I'm not sure what you'd call it. a merger... an aquisition..... or just a name change? i didn't know that both men were involved with CIT prior to the announcement. You may want to check on CIT filings to see if they were directors of CIT. i know they were directors of ALV and I think that this announcement states that they woulsd be voted in as directors of the NEW SOM listed company. That's my take on it. i could be in error.

Somshares


SpiritOn Media Holding SE acquires qualified majority in Caribbean Island Traders PLC
03.11.2008 | 18:29 Uhr

SpiritOn Media Holding SE, Munich, has acquired over 75% of Caribbean Island Traders PLC, London

--------------------------------------------------------------------------------
ots.CorporateNews transmitted by euro adhoc. The issuer is responsible for
the content of this announcement.
--------------------------------------------------------------------------------

merger, acquisition and takeover

München (euro adhoc) - SpiritOn Media Holding SE acquires qualified majority in Caribbean Island Traders PLC Frankfurt am Main / London - October 31, 2008. SpiritOn Media Holding SE, Munich, has acquired over 75% of Caribbean Island Traders PLC, London, which is listed in the Open Market, via ALV AG, Frankfurt am Main. The intention is to change the company's name to Spirit ON Media Group PLC at an Extraordinary Shareholders' Meeting to be convened in the near future. The intention is also to propose that Messrs Udo Schaar and Dieter Falkenhahn be elected to the Board of Directors. Further details will be announced in the next few days.

About SpiritON MEDIA SE: SpiritON MEDIA SE, which is based in Munich, invests exclusively in digital media. This includes creating digital TV platforms via satellite for its subsidiaries SpiritON GmbH using SpiritON TV (www.spiriton.tv) and MeinTV Shop (www.meintvshop.de), and for equi8 Media GmbH using equi8 Pferdesportwettenkanal (www.equi8.com), as well as the expansion of the company's own IPTV portal for its ASP New Media AG subsidiary.

end of announcement euro adhoc

 

[mugsgame]

Hi All

All this is said without prejudice;

Firstly a merger was mention but so briefly that no real detail was clear! All that was said was that if the merger does go ahead it moves SOM up 2 tiers on the stock exchange, but for the merger to take place will mean us having less shares, but more valuable stock??

As for all the investors not being aware of the meeting, ONLY SOM IR UK can answer that, I know recently that SOM IR UK asked people to confirm their holding in SOM by supplying proof either of a global cert or proof of purchase. IF they didn't do that then they were being removed from the Investors e-mail list which PM sends out? So I can only assume they didn't supply the info! They need to take that up with IR.

The secrecy of the meeting was to avoid non-investors from being at the meeting! As I have said before I did agree with this as I for one wanted the meeting to go ahead.

The reason given for the shares still not being issued is due to the fundamental failings of SOM and their Investor registers, plus the problem caused by the link with ALV Group Thailand (Messer's Paul Richard Bell and John Guchone) and NOT HK as previously mentioned. Also, as stated before a €1million imbalance would cause many companies problems. The legality of the share problem I have no idea on, people at the meeting had a Global Cert like SOMSHARES, but the problem of no shares being issued was down to the above! However paper share cert. are being looked into?
One thing which was said on the share price and the issuing of shares, is that had we had our shares it is extremely unlikely that they would have hit the €3.71 price. Which is an honest statement considering that had there been another XXmillion shares available we all would have been selling. So the fact that our shares were not available protected SOM from a possible Hostile take over! BUT unfortunately it does make it look more like a "Pump and Dump" scam.

As for the reverse merger, I have spoken with CH and need to speak with another department re- how this would be shown in the companies CH paperwork. PBOYLES is quite right that Schaar and Falkenhahn were installed as Directors of CIT after the CIT's original directors were terminated, this occurred on the 27/11/2008 and the name change took place on 15/12/08 from CIT to SOM. I do not know the rules concerning the order in which things can/should happen when a reverse merger takes place, however I will ask CH about this.
Also the dissolution issued on the GAZ1 which has been mentioned here has been lifted indefinitely, and will not be put back in place at the request of the Directors. What this means is that SOM have asked for the dissolution to be stopped and that a promise has been made by SOM to file the accounts! A caveat to this though is that by doing this the Directors leave themselves open to prosecution by CH should they fail to file the accounts. However no time frame has been placed on this.

To be frank with you all the next 2 - 4 weeks will be crucial for SOM. All the information I have given is either non-sensitive or freely available in the public domain. I want answers as much as all you people who read this forum, but, and this is a big but, I am not in a position to say 100% either way what SOM is.
I will be asking SOM some questions in the very near future that were not possible to ask at the meeting due to time constraints. The answers to these questions will allow me to make a personal and non-prejudice view.

As I said before, Keep the faith; all good things come to those who wait.

Cheers

Mugs

 

[pboyles]

Hi PB:

I'm not sure what you'd call it. a merger... an aquisition..... or just a name change? i didn't know that both men were involved with CIT prior to the announcement. You may want to check on CIT filings to see if they were directors of CIT. i know they were directors of ALV and I think that this announcement states that they woulsd be voted in as directors of the NEW SOM listed company. That's my take on it. i could be in error.

Somshares


SpiritOn Media Holding SE acquires qualified majority in Caribbean Island Traders PLC
03.11.2008 | 18:29 Uhr

SpiritOn Media Holding SE, Munich, has acquired over 75% of Caribbean Island Traders PLC, London

--------------------------------------------------------------------------------
ots.CorporateNews transmitted by euro adhoc. The issuer is responsible for
the content of this announcement.
--------------------------------------------------------------------------------

merger, acquisition and takeover

München (euro adhoc) - SpiritOn Media Holding SE acquires qualified majority in Caribbean Island Traders PLC Frankfurt am Main / London - October 31, 2008. SpiritOn Media Holding SE, Munich, has acquired over 75% of Caribbean Island Traders PLC, London, which is listed in the Open Market, via ALV AG, Frankfurt am Main. The intention is to change the company's name to Spirit ON Media Group PLC at an Extraordinary Shareholders' Meeting to be convened in the near future. The intention is also to propose that Messrs Udo Schaar and Dieter Falkenhahn be elected to the Board of Directors. Further details will be announced in the next few days.

About SpiritON MEDIA SE: SpiritON MEDIA SE, which is based in Munich, invests exclusively in digital media. This includes creating digital TV platforms via satellite for its subsidiaries SpiritON GmbH using SpiritON TV (www.spiriton.tv) and MeinTV Shop (www.meintvshop.de), and for equi8 Media GmbH using equi8 Pferdesportwettenkanal (www.equi8.com), as well as the expansion of the company's own IPTV portal for its ASP New Media AG subsidiary.

end of announcement euro adhoc

The following is fact based on documents from Companies House.

1. On 12 December 2008 Udo Schaar and Dieter Falkenhahn became Directors of Caribbean Island Traders.

2. On 15 December 2008 Caribbean Island Traders changed their name to Spiriton Media Group.

3. Up to this point (15 December 2008) Caribbean Island Traders had never issued any shares.

4. On 18 March 2009 SOM filed forms RES04 AND 123 with CH stating that shares had been issued in SOM on 15 December 2008.

From the above information freely available on the CH website you can see that there were no CIT shares in circulation and that shares in SOM were only issued in December 2008. You can also see that the two guys were Directors in CIT before the name change. In fact they were never appointed as Directors in SOM, they just became Directors in SOM when the name changed. Check it out for yourselves.

http://wck2.companieshouse.gov.uk/cc38fb346101e7e1b6689248bc5d6c66/wcprodorder?ft=1

There is also a new address for SOM in London

17 HANOVER SQUARE
LONDON
W1S 1HU

http://www.novaloca.com/property-details/19184?search=true

It is also home (or 'virtual' home) to the following companies

Fasken Martineau LLP
Solicitors (Office & Administration)
Tel: 020 7917 8500
Address: 17 Hanover Square London W1S 1HU

Fiesta Havana
17 Hanover Square
London W1S 1HU
Silver
17 Hanover Square, Mayfair, London, W1S 1HU

Jalouse
17 Hanover Square, Mayfair, London, W1S 1HU

CHINA FOOD COMPANY PLC
17 Hanover Square
London W1S 1HU

CALEDONIAN AIRBORNE SYSTEMS LIMITED
5TH FLOOR
17 HANOVER SQUARE
LONDON

...and the list goes on.

 

[anley]

My bookie is trying to get hold of me, he's left about 101 messages on my phone saying he wants to talk with me urgently

On a more serious note, the meeting went ahead but what actually came out of it? Seems like a lot of talk and that's about it, ie shareholders know no more than they did last week and the company still looks to be in a complete mess.

Love the one about the 'problems' with sorting out the accounts

 

[pboyles]

Sorry I forgot to add that CIT themselves were only formed on 4th September 2008. As you can see this is barely 3 months before the name change (or merger as they falsely claimed).

 

[anley]

Paul Morton gave a clear and concise briefing on where the company had been and was now going. He mentioned this forum as having a damaging effect on securing new funding and the unfortunate link with Paul Richard Bell and John Guchone and that this was now completely dead.

The shares had already fallen 98% before this thread started so the rot was very much established.

But I'd swing it the other way saying the directors only have themselves to blame for this thread because they have treated their shareholders with such contempt. I mean sorting out share certificates is something that 100,000s of companies do every year without a problem.

As for 'a damaging effect on raising funding' that line in my opinion will be the excuse the company uses from now on so get ready for the blame game - it's the internet's fault not ours...........

 

[mugsgame]

Cheers PBOYLES

The updates are very much appreciated, also thank you for pointing out CIT's incorporation date, I forgot to put that in my post yesterday.

CH confirmed a couple of things for me today;

1) SOM Directors have confirmed that they will be filing the accounts and this should be within the next 3 weeks.
2) There is no form for a reverse merger, and there is no right or wrong way to change directors and/or the company name details. So if SOM said it was a reverse merger, then that’s what it was.

ANLEY – do you think your bookie will accept a double or nothing bet? :cheesy:

This forum has already been used as beating stick by SOM, but they also admitted their failings as well. What came out of the meeting is that SOM are now committed to pursuing a single goal to take the company forward and bring a return to the investors. However all this is dependant on one thing FUNDING. You can take from that what you want depending on which side of the fence you are sitting
‘ Scam [] Legit ’.

SOM’s failings and the treatment of the Investors has lead to all this speculation, so they do only have themselves to blame. As I have said before, as long as SOM keep to their promises then the postings on this forum will be positive, if they break the promises then obviously the investors have a right to voice their concerns and annoyance.

Cheers

Mugs

 

[pboyles]

However all this is dependant on one thing FUNDING. You can take from that what you want depending on which side of the fence you are sitting
‘ Scam [] Legit ’.
Mugs

Sadly you and I both know that people will give them more money, some people have already done so because they are so desperate for this not to fail. They just do not want to hear the truth because the truth is too painful to bear.

On a slightly different subject these articles dont relate specifically to ALV Group themselves but they show how these groups operate.

http://www.dailymail.co.uk/news/art...-pilot-200-000-life-savings-guilty-fraud.html

http://www.dailymail.co.uk/news/art...ers-lost-1million-boiler-room-fraudsters.html

 

[andywho]

Re: Spiriton Media Group - anyone with meeting update

However on the big question; When will we get our Share Certificates? (which is why this forum was started in the first place)
Sorry guys but we are still no closer than we were when this forum started. In that we must wait for IR to complete the register and once this is complete we are lead to believe that our shares will be released to our nominee accounts or by paper certificate for those who do not have an electronic one.

Keep the faith; all good things come to those who wait.

Cheers

Mugsame

I am absolutely astonished that people are still falling for this, or is it just individuals who are trying to manipulate this forum, for personal gain (not you Mugsame) But rule 144 springs to mind.

I have compelling evidence there's more to come and they all seem just as plausable and are well designed to hit that good aulde "greed button".

Trust me, i'm very "in the know" when it comes to Spirit on Media. Don't waste your money on legal fees, i know all the answers. My goal is to rid the planet of these parasites. I offer no guarantees, but I will save you a lot of time, money, hassle and heart ache. That's if you take my sound advice that is.



Good luck!

 

[pboyles]

Re: Spiriton Media Group - anyone with meeting update

I am absolutely astonished that people are still falling for this, or is it just individuals who are trying to manipulate this forum, for personal gain (not you Mugsame) But rule 144 springs to mind.

I have compelling evidence there's more to come and they all seem just as plausable and are well designed to hit that good aulde "greed button".

Trust me, i'm very "in the know" when it comes to Spirit on Media. Don't waste your money on legal fees, i know all the answers. My goal is to rid the planet of these parasites. I offer no guarantees, but I will save you a lot of time, money, hassle and heart ache. That's if you take my sound advice that is.

Good luck!

Unfortunately some people believe everything that they are told by this company because they are in so deep that they cant bear to contemplate the truth. I'm sure they will put even more money in. There are others however that 'get it' although they are probably in the minority overall. They are waiting for the matter to concluded officially when the company are either struck off or are exposed as having lied to investors about their assets when they file their accounts.

I'm not sure you know all the answers given the fact you quote rule 144 and these shares are traded on the OTC Frankfurt market not the US OTC markets. Anyhow maybe you can post some information that may of use to the group.