Riptide Worldwide, Inc.(fka RTWW)

[nodummy]

RTWW Due Diligence Post

Riptide Software Inc doesn't have anything to do with RTWW any more.


At one time steps were being taken for RTWW to acquire Riptide Software Inc, but that acquisition was never completed.

According to the last 10Q filed by RTWW a large portion of the balance due for the acquisition was paid via convertible Notes issued to the owners of Riptide Software Inc, but there was still a portion unpaid that required funds to be raised by RTWW to complete:

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=6261326

In connection with the Riptide Software acquisition, a Riptide subsidiary issued $5,000,000 face amount of convertible subordinated notes to the former shareholders of Riptide Software (the “Seller Notes”) as payment of a portion of the acquisition consideration. $2,080,269 is due to an employee of Riptide Software who is also a director and stockholder of the Company. The balance of $2,919,731 is due to six employees of Riptide Software, five are employees of Riptide Software and are stockholders of the Company. The Seller Notes are convertible into shares of Riptide common stock at a conversion price of $1.00 per share. The Seller Notes have a term of three years with aggregate principal payments, subject to the subordination requirements of the Senior Notes, of $2,000,000 on July 13, 2008, $2,000,000 on July 13, 2009 and $1,000,000 on July 13, 2010.

The Company has access to sources of additional funds and during July 2007 raised approximately $10 million to fund the acquisitions of Bravera, Inc. and Riptide Software, Inc. Funds from new financings and the combined cash flows from Information Intellect and the newly acquired businesses is expected to provide sufficient cash balances to fund operations. In April 2008 we received a commitment from an entity controlled by our CEO to fund up to $15 million of cash for working capital purposes and to finance acquisitions; but as of November 15, 2008 only approximately $1,565,000 of funds had been received from this commitment. There can be no assurance that due to continued operating losses or other factors outside of the Company’s control that the Company will continue to have access to sufficient capital resources to continue operations or to execute it strategy to acquire other companies.


RTWW was unable to get access to the funding to complete the acquisitions. And worse yet the funding they were able to get got them in big big trouble with the SEC.

The $1,565,000 of funding they got from an entity controlled by the CEO, Matrix Holdings LLC, is published in this RTWW 8K:

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=6270144

Funding raised by Francis E. Wilde through his entity, Matrix Holdings LLC got Wilde in big trouble with the SEC (portion of the litigation):

On February 24, 2011, the Securities and Exchange Commission charged Francis E. Wilde and Matrix Holdings LLC, an entity he controls, with orchestrating two fraudulent “high yield” or “prime bank” investment schemes that defrauded investors out of more than $11 million. Wilde is the CEO of Riptide Worldwide, Inc. (“Riptide”), a public company that is quoted on the OTC Market Group Inc.’s OTC Pink quotation service. The SEC alleges that Wilde started the fraudulent schemes when Riptide began experiencing financial difficulties.

According to the SEC’s complaint, filed in the U.S. District Court for the Central District of California, the first scheme began in April 2008 when Wilde obtained a U.S. Treasury bond with a market value of nearly $5 million from an investor. He secured the investment by knowingly making false and misleading promises of outsized returns from what he claimed was a “private placement program.” Using a credit line obtained with the investor’s bond, Wilde promised to acquire a $100 million financial instrument and to pay the investor $12 million within 5 days as well as a prorated share of proceeds from the private placement program. Wilde also guaranteed the return of the bond if the $12 million payment was not made on time. Wilde (through Matrix) then used the bond to secure a line of credit that he drew down to pay personal expenses, to pay investors, creditors and debt holders of Riptide, and to make failed attempts to acquire fictitious prime bank instruments or to invest in high yield programs. Wilde’s bank closed the credit line after he attempted to deposit a fraudulent financial instrument into the account. After the bond serving as collateral for the credit line was sold, Wilde transferred about $2.1 million to another bank account and exhausted the rest of the investor’s funds. Wilde strung along the investor, continuing to misrepresent the status and whereabouts of the investment, the SEC alleges.

The SEC seeks disgorgement of all monies they have received improperly from any of the defendants.

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=60418963

Copy of the SEC litigation release:

http://www.sec.gov/litigation/litreleases/2011/lr21866.htm

Copy of the SEC Complaint:

http://www.sec.gov/litigation/complaints/2011/comp21866.pdf



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From there Riptide Software Inc went back to being a private company with no affiliation to RTWW

http://sunbiz.org/scripts/cordet.exe?action=DETFIL&inq_doc_number=P95000070673&inq_came_from=NAMFWD&cor_web_names_seq_number=0001&names_name_ind=N&names_cor_number=&names_name_seq=&names_name_ind=&names_comp_name=RIPTIDESOFTWARE&names_filing_type=

You'll notice that you do not see the trading symbol RTWW in any more Riptide Software Inc press releases published after August of 2008. You'll also notice the archived articles on that Riptide Software Inc website from August of 2008 and before that did mention RTWW can no longer be accessed to view the full articles.



RTWW with lots of legal problems and no way of finalizing its transactions basically shut down shop.

A Form 15 was filed to terminate the registration of the RTWW stock with the SEC

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=6427443

Both RTWW business entities were abandoned:

http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&inq_doc_number=P05000081419&inq_came_from=OFFFWD&cor_web_names_seq_number=0001&names_name_ind=P&ret_names_cor_number=L03000024233&ret_cor_web_names_seq_number=&ret_names_name_ind=&ret_names_comp_name=&ret_names_filing_type=&ret_cor_web_princ_seq=0002&ret_princ_comp_name=WILDEDOUGR&ret_princ_type=P

http://nvsos.gov/sosentitysearch/CorpDetails.aspx?lx8nvq=J1dk7fDhfA2Yeskfslm5BQ%253d%253d&nt7=0


And now RTWW is a dead shell with no real value that will probably get revoked some time in the not too distant future.