NEWS!! Q&A Andy
8000 Inc. (EIGH.PK) Shareholder Questions and Answers
INDEX
Limegrove
When is Limegrove officially opening?
Why has the official opening of the 8000 Inc. flagship store been delayed?
What revenue has Brand8000 generated to date?
What is the policy for on line ordering and shipping?
Did the company borrow the money to develop the Limegrove store through external means?
Is Limegrove just a T-Shirt shop?
Finance
Did the $40M USD “windfall” ever exist and if so is it still available to the Company?
Why did the Company not pay the Dividend?
Corporate Structure
Is the Company a real operating Company or a scam as has been posted?
Is the Company operated as a vehicle for pump and dump schemes?
Why was 8000inc Group formed in October 2010 and is it part of 8000 Inc., the US Company?
Was 8000inc Group formed because of any issue with the SEC?
What is the full corporate structure of 8000 Inc.?
Who is the CEO of 8000 Inc.?
What is the current share structure of 8000 Inc.?
What was and is the role and position of Jonathan Bryant with 8000 Inc.?
What role does Conrad Wall have with 8000 Inc.?
Who is Simon Bailey and what role does he have with 8000 Inc.?
Does 8000 Inc. own the web site www8000 Inc.Group.com and what is the relevance of the Branding and websites associated?
Who are the 5% stock owners in 8000 Inc.?
Are there any institutional shareholders?
Company Progression
What is the step by step plan regarding the Merger and business combination?
Has the company taken any advice regarding the merger?
Is there a requirement for the Company to file the 15c2-11?
When will the merger be announced?
What is the outcome and benefit of the merger for the 8000 Inc. shareholders?
Is the Company undertaking the merger to get off the Grey Market and get round the need to file the 15c2-11?
What is the position of FINRA and the SEC regarding the proposed merger?
What are the plans for 2011?
Short Selling Issue and Confirmation of stock audit
Did the Company undertake a stock audit?
Did the Transfer Agent undertake a stock audit on behalf of 8000 Inc.?
Has the Company sent its stock audit findings to the SEC?
AC Milan
Can you explain what this project actually means to the Company and shareholders?
Does the AC Milan project generate any revenue for the Company?
Why is the contract to use the Kensington Oval so important?
What are the future plans for the AC Milan Project and 8000 Inc.?
SEC
Is the Company being investigated by the SEC?
Why hasn’t Jonathan Bryant given testimony to the SEC?
Can the Company update the shareholders on the position of the SEC?
What action has the Company taken as a direct result of the temporary trading suspension in November 2010?
Does the Company need permission from the SEC for the proposed merger?
Acquisitions
Will the Company confirm which acquisitions took place and what does the Company own?
What are the current named business operations of 8000 Inc. and where do they operate?
Revenues
What revenue did the Company generate in 2010 and form which business operation?
Public Investor Forums
What is the Company doing to support its shareholders publicly regarding statements made by publicly which are deliberately issued to discredit the Company?
Why did the Company decide to develop Face Book and Twitter and not follow the usual trend of positing on familiar investor sites?
Monks Den
What is the current position with Monks Den and is the Company still acquiring the company?
Was Monks Den paid to promote 8000 Inc.?
Appendix
Limegrove Store Inventory and Stock order
Dear Shareholders,
This is the first formal document of the Company’s new policy of publishing open dialogue with its shareholders. The purpose of this initiative is to answer specific questions asked of the Company and to address any misunderstandings attributed to the Company. We hope that the information achieves its objective and delivers open, factual and informative information on 8000 Inc.. To avoid any issues relating to effective, proper and accepted public disclosure, the Company will issue this document to the public, markets and shareholders simultaneously, as well as informing the SEC. All material events, current, on-going and planned will be communicated to the shareholders and public alike simultaneously.
Shareholder Questions and Answers
Limegrove
(www.limegrove.com/brand_list.php)
When is Limegrove officially opening?
8000 Inc. has been informed this week that its flagship store at the Limegrove Lifestyle Centre, Barbados will be completed to open at the end of January 2011.
Why has the official opening of the 8000 Inc. flagship store been delayed?
The opening has been delayed because the neighbouring shops of Ralph Lauren and Armani have not finished their internal build. 8000 Inc. did not intend for its clients and customers alike to experience the store whilst there was construction and a building site still on-going directly next to the store. It was felt that opening in the midst of construction work would not give the right impression for a prestige store nor in our opinion the experience anyone would welcome.
What revenue has Brand8000 generated to date?
The Company produced and delivered 5218 items from the Brand800 clothing lines as part of its sponsoring contracts and through its on-line boutique with a total retail value of $363,692.00 USD.
What is the policy for on-line ordering and shipping?
The Company will charge in 2011 a maximum of $20 USD for International postage and packaging. Because the stock is stored in Barbados, it is far more cost efficient to use the local international postage than couriers such as FedEx which the Company uses for importing and exporting in bulk. The local postage system uses stamps for two purposes, as proof of transaction for all corporate transactions and invoices and in the traditional sense of stamp usage. Most orders have been multiples and, of course, the increased cost in postage is not “straight line”.
Did the Company borrow the money to develop the Limegrove store through external means?
The Company used its stock loan model to fund $220K BDS (c$100K USD) for the shop development and fit out.
Is Limegrove just a T-Shirt shop?
The flagship store, in our opinion and based on the shirts, trousers shorts, caps, dresses etc sold, is not a T-Shirt shop. The Company does produce T-Shirts for the Amateur Athletics Association of Barbados (AAAB and the BGA) and continues its sponsorship by giving 10% of the AAAB related revenue generated to support the organisation to deliver and fund itself locally and internationally. The Company’s philosophy will be extended to all sporting Associations for all sponsored clothing bearing a given Association’s logo, individually.
The Company has included as an Appendix the first factory order, itemizing each individual garment by brand, numbers ordered and the total cost of manufacture of the stock inventory to be carried by the Limegrove store on opening. The figure represents the total investment over and above the store construction and is quoted in British pounds. It is our firm opinion that, T-Shirts are a part of the Brand8000 business, but a very small part in terms of the total clothing and Brand8000 line.
Finance
Did the $40MM USD “windfall” ever exist and if so is it still available to the Company?
The Company has the ability on a draw-down basis through loans and a hedging stock as collateral for financing of up to $40MM. The Company will utilise this process as and when required to fund the progressing operations of the business. In this way, the Company and its finances are, in our opinion, dynamic in that as the Company grows, the Company’s value theoretically grows which accommodates increased costs associated with an increased business operation. This financing model is in place and available to the Company. Through this method, the Company believes it has avoided the usual stock financing schemes and shareholder dilution.
Why did the Company not pay the Dividend?
At this point, securities counsel advised the Company that we had improperly characterised $40MM USD “windfall”. The Company believed that the cash generated could be recorded as profit from which a dividend could be distributed. However, the Company’s advisers and legal counsel determined that this was not the case and could not be characterised as retained profit, as first assumed, and thus could not be used for the payment of a dividend. In fact, the issuance would have been an ”ultra vires” illegal act to proceed and, in fact, shareholders would have had adverse tax consequences. The Company then, appropriately, legally and accordingly withdrew the dividend. There was no illegal or incorrect activity associated and major lessons have been learned by the Company: to communicate with its shareholders, consult with legal and/or accounting advisers at earlier and to concentrate on delivering its business plan.
Corporate Structure
Is the Company a real operating Company or a scam as has been posted?
8000 Inc.. is real, is operational, is more than a T-shirt company, and does have a flagship store at the Limegrove Lifestyle Centre, Barbados. It is planning to expand the number of stores across the Caribbean and is extremely active in supporting sports across the Island, growing its reach and involvement at the highest levels. The products to date for sale to the public were exclusive lines produced for the Amateur Athletics Association of Barbados, the Barbados Golf Association and the Desmond Haynes, ( one of the world’s most famous cricketers), limited edition range. The Company is a major partner with national Barbados institutions alongside PowerAde (Coca-Cola), Adidas and AC.
Is the Company operated as a vehicle for pump and dump schemes?
Absolutely not. The Company does not pay for any promotional activity. Similarly, neither the Company, principals or associates engaged in profiteering by selling stock into any increase in share price or trading volume.
Why was 8000inc Group formed in October 2010 and is it part of 8000 Inc., the US Company?
The 8000 Inc. Group, Barbados, an International Barbados Company (IBC), was formed to accommodate the employment of the contemplated new management team. It has the benefits associated with being an International Company but, to protect these benefits, the IBC is restricted in that it cannot undertake business activity in Barbados generally. The Company has also set up Project 8000 Limited in Barbados, a requirement in order to employ staff and operate businesses within Barbados, (work permits can only be issued by a locally registered company). The new management team will be recruited from several multinational overseas businesses. It was essential, in the opinion of the Company, to have a vehicle that could employ senior staff who did not wish to become registered as employed in Barbados and thus be subject to Barbados Tax, and or those employees from the US Company can now operate through the IBC without restriction on the business. 8000 Inc. is now set up structurally and legally to deliver its plan of expansion.
Was 8000inc Group formed because of any issue with the SEC?
Absolutely not. The Company was first made aware of any inquiry and the Investigation in the Matter of Monks Den, when the SEC issued its temporary trading suspension on November 4, 201, after the creation of 8000inc Group.
What is the full corporate structure of 8000 Inc.?
The Company structure consists of the following:
· 8000 Inc. – US Company
· 8000inc Group – International Barbados Company specifically to employ the senior management team in Barbados
· Project Barbados Limited – Limited Liability Company in Barbados to employ the staff at the Limegrove store and the proposed cotton mill in partnership with local producers
· Sky Villas, wholly owned subsidiary
· TVGS – Acquisition agreed and to be concluded 2011, provides technology services, web and design work
The operational areas of the company will be managed by one or all of the companies listed above depending on where they operate. The structure has the ability to employ, manage and deliver all business interests and activities of 8000 Inc., the US Company globally.
The Company has built several brands in parallel with Brand8000 owned by the Company to distinguish the different clothing lines and operational activities. These market extension will include (be but not limited to) the Private Club 8000, both permanent venue and on line gaming, 8000 Management providing sports management and agency services and working alongside the sporting associations the Company has in place, as well as contemplated, the clothing lines 8000Golf, 80000Polo, 8000Tennis, 8000Racing, Black, Pink, Red, Platinum).
Who is the CEO of 8000 Inc.?
Thomas Kelly is currently the CEO and only Officer of 8000 Inc..
What is the current share structure of 8000 Inc.?
There have been no changes to the share structure of 8000 Inc.. The float, authorised and issued number f shares remains the same as published on the OTC Markets Pink Sheet quotation service.
What was and is the role and position of Jonathan Bryant with 8000 Inc.?
Jonathan Bryant was originally employed in 2007 as a consultant to form the US Company 8000 Inc., on behalf of his then client Cannonball 8000. Mr Bryant was subsequently approached in 2009 to facilitate the progression of the business, 8000 Inc., a luxury lifestyle Company, following the critical impact on the company caused by the global financial crisis. This transition is detailed in the 2009 and 2010 disclosure documents issued and published by the Company on the OTC Pink Sheets Market quotation service. Mr Bryant’s role was to facilitate the progression of the business, and business opportunities, for the newly emerging 8000 Inc. operation. This work created the opportunities in Barbados, as publicly announced, (Amateur Athletics Association of Barbados, AAAB, Barbados Golf Association, BGA, the Carlton Club, Desmond Haynes and the proposed Cotton Mill to be opened in 2011). The future position of Mr. Bryant will be addressed within the new corporate structure to be announced. It is this work, the Company believes, that has created the global business opportunities that are unfolding and being pursued daily.
What role does Conrad Wall have with 8000 Inc.?
Conrad Wall is a co-Director of TVGS, the business he created subsequent to Cannonball 8000. Mr Wall and TVGS produce and manage the Company’s web sites, design and coordinate the manufacturing of the Brand8000 clothing lines. Through this extensive work and involvement, agreement has been reached to acquire TVGS, as publicly stated, in a cash transaction to be concluded in early 2011.
Who is Simon Bailey and what role does he have with 8000 Inc.?
Simon Bailey works for 8000 Inc. in Barbados and is the Manager of the Flagship store at the Limegrove Lifestyle Centre. Mr Bailey is responsible for the construction of the store and processing of the on-line orders, hence why his signature is seen on the processed orders. His role will expand into staff management and development of the store moving forward in 2011.
Does 8000 Inc. own the web site www8000incgroup.com and what is the relevance of the branding and websites associated?
8000 Inc. indeed owns www.8000Incgroup.com and the brands listed there. As has been seen in the 2010 season and will be seen in 2011, 8000 Racing is operating and expanding. The 8000 Club, specifically the proposed venue based Casino, has identified a permanent location in Barbados, opening in conjunction with the on line-casino gaming, have been delayed due to the temporary suspension and the associated corporate effects and the subsequent planned restructuring. The Company believes these businesses will be operational in 2011. Several of the brands are specific to Brand8000 (such as 8000 Polo, Golf, Black etc). and refer to the designs specific to that brand and style. It is a way of creating clearly defined brands and themes. Licences will be procured during 2011 for both on- line and for the contemplated permanent venue and the Company is looking at partnering with localities to hold themed events, such as black tie, to promote the company and support our sporting affiliations as well as generate income.
Who are the 5% stock owners in 8000 Inc.?
The 5% shareholders that the Company knows about are Jonathan Bryant and Conrad Wall. There are 32 known but unidentified shareholders who hold more than 1MM shares and 18 who hold more than 5MM shares as per the Transfer Agent’s verified stamped report.
Are there any institutional shareholders?
Yes, 5 that are known. However they have requested that their details not be made public due to in an inappropriate number of phone calls received.
Company Progression
What is the step by step plan regarding the Merger and business combination?
It is the Company’s belief, and key to its corporate plan, that a move to higher board quotation status should be a desired objective. The Company has identified, and is negotiating with, a trading and operating non-shell Company listed on a higher quotation service a potential merger/business combination and share exchange transaction, (constant with the Company’s opinion and commitment to an open disclosure policy, legal counsel will inform the SEC of these plans). It is the Company’s desire and expectation, and is part of the negotiation, that the companies will undertake a like for like, (value wise and pro rata)/share exchange whereby all 8000 Inc. stock will be exchanged for stock in the newly formed business combination quoted on the higher quotation.
Has the Company taken any advice regarding the merger?
The Company has of course taken advice from multiple sources, including its legal counsel.
Is there a requirement for the Company to file the 15c2-11?
It is the Company’s opinion and belief that there is no requirement to file a form 211 for the 8000 Inc.OTC Markets Pink Sheet Company combination, (at conclusion the proposed business combination will already have an effective filing under Rule 15c2-11 and disclosures associated with its higher stock quotation). Corporate disclosure from inception to current for 8000 Inc. will be filed as part of the planned business combination process.
What is the outcome and benefit of the merger for the 8000 Inc. shareholders?
In our opinion, the merger will result in a new business combination trading on a higher and better recognised quotation service with associated higher disclosure standards. The Company will thus, we believe, have a higher status, and will ensure better disclosure. It will also expose the Company to a larger shareholder base and more specifically, institutional investors.
Is the Company undertaking the merger to get off the Grey Market and avoid the need to file the 15c2-11?
The opinion and expectation of the Company has always been to advance to a higher board quotation status. As stated earlier, the Company has paid for and instructed consultants to file under 15c2-11 for 8000 Inc. but feels that disclosure associated with an “upmarket” quotation service, is desirable.
What is the position of FINRA and the SEC regarding the proposed merger?
The Company has not received any notification from FINRA or the SEC stating that the Company cannot continue to operate and it is the expectation of the Company to continue to deliver on its business commitments. The Company does not believe it correct to comment or interpret the thoughts of public bodies.
What are the plans for 2011?
The Company's priority for 2011 is to remove the skull and cross bones on the OTC Markets Pink Sheet stock quotation which is currently inhibiting progression and if we are successful, we expect shareholder value to increase.
Our objectives are to launch Limegrove, to deliver on the AC Milan project and to finally progress to a higher board quotation. In so doing and moving forward all other business opportunities, the plans to open the Cotton Mill and Club 8000 will be realized.
In light of the Company's philosophy, it will continue to donate 10% of all its Brand8000 revenue to the sporting institutions the Company is involved with. Employing a significant local workforce is part of the 8000 Inc.’s culture.
It is important to note that the BGA, AAAB and the AC Milan Projects supported by 8000 Inc. would not have occurred without the Company. This impact creates a wealth of opportunity by becoming a part of the accepted community in Barbados.
Short Selling Issue and Confirmation of stock audit
Did the Company undertake a stock audit?
As has already been publicly reported the Company did undertake a stock audit over a six week period up to and including September 30, 2010. The findings were compared with the verified and stamped monthly certificate count produced by the Company’s transfer agent (T A), Signature Stock Transfer Inc. This report from the T A is an absolute record by certificate number, by accounts held at brokerages, market makers and or held in individual name.
The Company has sent all of its audit findings to the SEC and will leave the matter with them to review and assess. If there is a naked short position, it is the Company’s expectation that this would be a matter for the authorities. We will be available to assist as may then be appropriate.
AC Milan
Can you explain what this project actually means to the Company and shareholders?
The AC Milan Project will now expose 8000 Inc. to the world of soccer. We submit that, to be a part of this and to be mentioned in the same sentence, marketing and promotional material as Adidas, is a significant achievement. To be able to host the AC Milan Academy at the world famous Kensington Oval, Barbados, is also a major success. The benefits are publicity and positioning, as has already been demonstrated in the National Barbados press. Increased credibility through the partnerships and associations in athletics, golf and cricket will now be expanded into soccer internationally. Through the AC Milan project, the Company expects its philosophy to extend into a new market and lead to more sales of Brand8000.
Furthermore, the strategy is to develop sports in Barbados and to identify potential sports talent. The Company has already done that in athletics, by way of example, and has set up a management company to continue the relationship with sporting talent as they move into the professional ranks. It is the Company’s opinion that not only will the AC Milan project bring credibility and recognition, but will lead to management contracts for the professional sporting stars of the future.
The project consists of 3 8000 Inc. sponsored selection days open to all, where the best 70 soccer players in the age group 10 to 17 will be chosen to go forward to the camp. This will have full media coverage as well as the actual 7 day Academy Camp. The Company expects that this will provide continued exposure for the Company, its current and prospective brands. The Company is looking forward to AC Milan bringing their own coaches, the Milan Lab, their promotion team and members of the Milan first team, plus media to the Camp. The Company expects, and is confident, that this will be extremely effective promotional opportunity for 8000 Inc. on a global level.
SEC
Is the Company being investigated by the SEC?
The Company has not received any information or notification that it is being investigated and does not believe it is. It received a temporary suspension on November 4 2010 as listed below.
UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 34-63242/November 4, 2010 IN THE MATTER OF 8000, INC. The Securities and Exchange Commission announced the temporary suspension, pursuant to Section 12(k) of the Securities Exchange Act of 1934, of the trading in the securities of 8000, Inc., of Manassas, Virginia at 9:30 a.m. EDT on November 4, 2010, and terminating at 11:59 p.m. EST on November 17, 2010
That suspension ended by its terms, effective November 18, 2010.
Moreover, it is worthwhile noting that an investigation in June of 2009 into DVME, FSPP, LUXI GDTI and EIGH was instigated significantly prior to the current management and current business of 8000 Inc..
Why hasn’t Jonathan Bryant given testimony to the SEC?
It is not the Company’s position to discussion the private matters of individuals but we are aware Mr. Bryant is prepared to testify under oath, in fact is encouraging as early a date as possible to put this matter behind for the Company and himself. Mr. Bryant has provided information to, and for the Company, and himself in relation to the SEC investigation into Monks Den.
Can the Company update the shareholders on the position of the SEC?
The Company and all subpoenaed staff have provided what that it believes is all the requested information to the SEC and Mr. Kelly has testified before the SEC. The Company will be seeking a consent order from the SEC and a conclusion to the matter.
What action has the Company taken as a direct result of the temporary trading suspension in November 2010?
As a direct response to the temporary trading suspension, the Company has made the attainment of higher board quotation and disclosure a priority and all Company actions are reviewed by legal counsel prior to any substantive action, including but not limited to press releases.
Does the Company need permission from the SEC for the proposed merger?
It is our opinion, and that of our Securities counsel, that it does not need formal approval or permission to pursue the expected merger. The Company believes that it needs to pursue and undertake its business in the best interests of the shareholders, including the proposed merger.
Acquisitions
Will the Company confirm which acquisitions took place and what does the Company own?
The Company has acquired the Breitinger Agency and Sky Villas Realty. It has also agreed to the acquisition of TVGS and the real estate as stated in previous press releases, to be concluded once the expected consent is entered.
The Company owns the intellectual property for Brand8000, its brand names and those listed on www.8000incgroup.com). The Company and Southbridge Development Group agreed and signed the acquisition papers as announced publicly. Both Companies, in light of the recent SEC trading suspension, have agreed to rescind the signed acquisition agreement. The shares issued as part payment of the transaction will be retuned and cancelled, (and until received, a stop order for the 8MM shares has been lodged with the TA).
Revenues
What revenue did the Company generate in 2010 and form which business operation?
The Company manufactured and delivered Brand8000 clothing generating $363,692.00 USD revenue in 2010 as part of its sponsorship contracts and through its on-line boutique. Gross profits and revenues are expected to increase month on month, initially from its Limegrove store through sales of endorsed brands (AC Milan, AAAB, BGA and Desmond Haynes exclusive lines) as well as from the high end market products to be available ( 8000Polo, 8000Golf, 8000Racing and the Brand8000 Black, Red, Pink and Platinum lines). The store is located near other quality outlets including Armani, Louis Vitton, Ralph Lauren, Cartier, Givenchy, etc. Stores such as Diamonds International, who operate successfully throughout the Caribbean and other parts of the world where purchasers benefit from its duty free arrangements, are soon to move in the next development phase at Limegrove. 8000 Inc. believes that its location in this environment is extremely beneficial and is the reason it has delayed its opening to be in line with these other luxury outlets, waiting to share in the full launch with these premier names and brands.
Public Investor Forums
What is the Company doing to support its shareholders publicly regarding statements made by publicly which are deliberately issued to discredit the Company?
The Company believes it has maintained its provision of information throughout. The Company is appalled at, what it believes to be, the opinionated posting of falsehoods passed off as fact on public forums interpreting information and facts in a manner, it feels, to discredit the Company and or to devalue positive business developments. Additionally, the Company has received abusive and threatening e-mails that have absolutely no foundation or justification. In view of this, the Company decided to refrain from public posting on a forum that allows indiscriminate posting without due diligence or supporting information. Postings of this type are, in the Company’s opinion, not in the interest of legitimate investors and are designed to create fear and misunderstanding by those who post in this manner. This activity is seriously discouraged on other public sites where litigation is far easier. For this reason, the Company has chosen a different route forward for genuine discussion without hidden agenda, and it is the Company’s opinion that this if far more effective than engaging in unsubstantiated public debate.
Why did the Company decide to develop Face Book and Twitter and not follow the usual trend of positing on familiar investor sites?
In line with the Company’s open policy on factual communication with its investors, informing the shareholders of developments is important. It is also important, we believe, to not have the interpretation of communications between the Company, the market and the shareholders distorted. The Company believes that the individual should receive factual, supportive information and interpret for themselves, which is in the best interests of all shareholders and investors.
Monks Den
What is the current position with Monks Den and is the Company still acquiring the Company?
The company is not acquiring Monks Den. While the Company entered into an agreement the parties rescinded that agreement (well before the SEC action). Categorically neither the Company, nor its principles or associated has any commercial connection with Monks Den or its associates.
Was Monks Den paid to promote 8000 Inc.?
Monks Den was not paid to promote 8000 Inc..
www.brand8000.com
www.8000Incgroup.com
www.8000 Inc..net
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-ENDS-
This news release contains forward-looking statements that are subject to certain risks and uncertainties that may cause actual results to differ materially from those projected on the basis of such forward-looking statements. The words "estimate," "project," "intends," "expects," "believes," and similar expressions are intended to identify forward-looking statements. Such forward-looking statements are made based on management's beliefs, as well as assumptions made by, and information currently available to, management pursuant to the "safe-harbour" provisions of the Private Securities Litigation Reform Act of 1995. For a more complete description of these and other risk factors that may affect the future performance of 8000 Inc.., see published disclosure documents at www.OTCMarkets.com. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made and the Company undertakes no obligation to disclose any revision to these forward-looking statements to reflect events or circumstances after the date made or to reflect the occurrence of unanticipated events.
