From: Paul Miller [mailto
[email protected]]
Sent: 31 July 2010 16:17
To: Paul Miller Gmail (Private)
Subject: Audited accounts
Note: This email has been sent as blind copies to a distribution list of
120 + UK Shareholders of Spirit on Media Group PLC.
Cc: All Spirit on Media Directors
David Hirst
Paul Morton
Dear Investors All
Audited Accounts
This is to advise you that the audited accounts complete with final
adjustments are now with Mazars our auditors in London. This exercise has
however, not been without some frustrations:
I met with the directors of SOM on Thursday 29th July. With regard to the
accounts, the completed accounts with adjustments were handed over to Mazars
on Monday 26th July. At the meeting on Wednesday 28th July, it was hoped
that the accounts could be 'fast-tracked' through the review process and be
lodged with Companies House by the July deadline being Friday 30th.
However, Mazars knowing the importance of this deadline unfortunately
explained this was impossible as the review process could not be completed
that quickly. The review process requires a Senior Manager review, then a
partner review, then because SOM is a plc an independent partner's review
also.
The second bombshell was dropped when, as you will see from the Mazars's
email below, it was revealed that the accounts had been completed using
certain German accounting procedures some of which are not acceptable under
British GAAP accounting procedures. For example the balance sheet showed
"Intangibles" which under GAAP it should be "Goodwill". In light of this the
directors remained in London, made all the necessary corrections and the
corrected documents are now with Mazars. SOM can do no more now but wait for
the various reviews.
So, when Mazars were asked to state a final date that accounts would
definitely be in with Companies House, they stated that with virtual
certainty they would be with Companies House no later than Friday 13th
August.
The following is a copy of the Email about this sent by Mazars to Companies
House
Dear Sir,
We write on behalf of our client Spirit On Media Group plc. Our client's
directors flew to London yesterday (Wednesday 28th July) from Hong Kong and
Germany and a final audit meeting was held in our offices. Unfortunately at
the meeting yesterday it became apparent that the accounting treatment our
client had adopted for the valuation of various key assets in the Group
Balance Sheet including television channels and on line wagering platforms
although acceptable under German accounting standards would not have
complied with UK accounting standards. Consequently our client prefers to
now adjust the treatment of these items to comply with UK standards and
requirements and this will entail major adjustments to the accounts and the
consolidation which unfortunately will now not be completed in time to have
the audited consolidated accounts filed with Companies House by 30th
July,2010.
Our client deeply regrets this further delay and will make every effort to
ensure that the audited consolidated accounts will be filed with Companies
House no later than 13th August 2010. Our client therefore humbly requests
your indulgence for this extension.
End of Email
The meeting with the directors
Regarding the rest of the meeting I had with the directors, I remain very
bullish. Apart from this bit of a fiasco with the accounts over the past
months, the prospects are extraordinarily good. With permission, I recorded
the meeting and hold about 4 hours of recorded material. Once again there is
a hubbub of background noise making transcription difficult. Also, as I have
to deal with Investor Relations and the register, I simply do not have time
to transcribe this. I have therefore outsourced it to another trusted
investor to do this for me. How long it will take to transcribe the
material and sort it into easily readable form is anyone's guess. I will
get the information out when I can.
Scammers
Nick McGregor, one of the Partners of Redmayne Bentley, stockbrokers called
me. He operates from the Henley Office and is very well aware of Spirit on
Media. Many of our investors have accounts there and he has recently bought
many thousands of SOM shares for our more savvy investors while the price is
so low.
He called me because he had been contacted by one of our investors who is
also one of his clients. He was concerned about the activities of scammers
and suggested that I may like to circulate a warning to all our investors to
be very careful.
Our investors are vulnerable to these calls because, in the early days, some
of the placement agents used to obtain investments for ALV, Raze TV and SOM
were found to be embezzling funds. As soon as this was discovered, they
were, of course, dismissed. Unfortunately, they had the investors' contact
details. Such lists of investors are hugely valuable to scammers and so the
details would have been sold. This is how the scammers know how to contact
you and more or less how many shares most shareholders have.
They will all offer to buy your shares at much higher that the current share
price. The reasons are many and varied but they include:
. The company's shares are worthless but they have a client...
. They have a secret client who wants to do a hostile takeover
. They have a client who wants to do this for some tax reason
. They want to do it to get hold of the licences
. Numerous other excuses
They will often have a fairly impressive looking website. However, such
websites have very limited contact details, usually only an email address or
phone number. Sometimes a geographical address is shown but Email addresses
and websites can be abandoned. Geographical addresses can be false. Compare
them to real companies and see the difference.
They will all eventually ask you to part with money up front and this too
for a variety of reasons including:
. Posting a bond for some reason
. A returnable fee to check the validity of the shares
. Insurance premium to protect the deal
. Cost of setting up an escrow account
. Numerous other reasons
They will have an account offshore somewhere, perhaps the Cayman Islands
where the name of the account might be as one is, "Inland Revenue offshore
branch" to make it look official and genuine and get you to part with your
money..
As Nick McGregor says: if the approach sounds like BS or too good to be true
it will be. What I say is simply this:
. If someone offers to buy your shares and it is a scam, you do not
want to be caught.
. If someone genuine wants to buy your shares (very few people in
the world yet know about SOM) it is because they think they will profit from
it big time so why would you want to pass over profit opportunities to
another?
Either way, you wouldn't want to deal with anyone cold calling you about
wanting your shares. Do be careful, don't get caught.
Kind Regards,
Paul Miller.
UK Investor Relations Representative
Spirit on Media Group plc
Tel: +44 (0) 2392 470294
Fax: +44 (0) 2392 412863
Email:
[email protected]
Disclaimer:
I have complete confidence in the Spirit On Media operation. This is based
on a detailed and ongoing analysis that satisfies me to the extent that I
have invested heavily in the operation. Because of this, I freely give my
service as the UK Investor Relations Representative in part to pass on
opinion and information received and in part to assist the company with its
Investor Relations. This is an official appointment but entirely voluntary
and unpaid. Because all investments carry a degree of risk I offer no
guarantee either express or implied in any communication verbal or written
of any outcome whatever. Nevertheless, my opinion is that the risk of loss
is now vanishingly small while the potential for huge reward is very great.