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Taped out? All of you? Come on
You?
It's just that u know in your heart that it's garbage and u hope that people that are reading those positive posts will buy so you can sell into their buying.
U r a smart guy from what I v seen and there is no way in the world that u are not aware of the real situation of Bion.
Yes, I am bitter because they screwed me over. So what, it doesn't change the facts and that all of you are also getting screwed by Carlos and his gang
Now when the price is 0.0116 I think all of you that think Carlos is a genius and the company is doing great, need to put your money where your mouth (or posting) is and start buying like crazy.
I suspect that we will not see great buying from all of you???? Because you are all either connected to the looser (Carlos) or just like to talk not to do....
First I don't want him back. All I said iis that Carlos was there all along and did nothing about it for years. He enjoyed BK's ability to raise funds. Carlos did not raise a penny until today to Bion.
Second, u have no idea what u r talking about any money that was taken by BK or money owed to him and what kind of settlement if there was any, between him and Bion.
The company spent $50k in legal fees (which they now owe to the law firm because they coned them as they did to the other law firms) trying to base a case against BK. Which only resulted in his resignation until he can prove his case.
Last I heard, bion's attorney received a letter requesting Bion to pay BK few hundred thousands owed to him after a certified major accounting firm went through all the books since BK started to work there.
So bottom line, I don't know if BK stole money or Bion owes him money, all I know that he is not there for almost a year and the company is going down the drain with Carlos as the leader.
U don't need to worry about any plants built by Bion near you, because they don't have money to pay their virtual office let alone finish the EPC or built a plan for that matter.
Look at all my posts. I will not repeat all the things again.
(Indictment in Bolivia, trying to sell his shares illegally under a company of his, misrepresenting the Q reports on number of shares outstanding, who owned shares, settling issues that were never settled, issue himself and the board 100m shares, hiring 4 law firms in 90 days - and not paying them and hiring them when knowing in advance they don't have the money to pay them and the list goes on and on)
I started in the summer only because only than they breached my agreement for the 3rd time..,
They are bunch of crooks that are not being sued yet only because the company does not have money to pay.
Believe me, that if they ever get an investor (which I hope they will) you'll see how many lawsuits they will have to deal with...
IP without mgt is worthless. See Bion...
I think they have very good patents but lousy and criminal Mgt.
Carlos is not trying his best for the company, but for himself.
In good hands, this company could have been flying by now! It's been years of incompetence, starting with buying a shell that did not belong to them and continued by blowing $8m that were raised. Carlos was the CEO all this time. You can blame BK all day long, but Carlos was there and did nothing for years!
As far as to the speculation that Annon is actually BK, I think it's far fetched, however, even if correct, still money was loaned to the company and needs to be paid back. BK left last Dec, if he stole money from Bion, how come they didn't sue him until now???
As far as it will take years to Annon to get to the point that Bion is now, it's ridiculous. They can contact all the vendors (who will be happy to get paid this time) and proceed from this point without a problem.
(This all paragraph is answering later posts)
Management , Management, Management
What do u mean?
It's not a deal. Because if they go bankrupt there will be nothing to post anyway.
If you want only to get positive unreliable postings here, be my guest.
But your ability and others in the forum to ignore reality and facts are mind bugling.
The only explanation can be that some of you are related to Carlos or writing on his behalf. And if not, you need your head to be examine.
If you are such suckers, maybe I can interest you in investing in some startups? They don't have money, but have experienced mgt and great patents? What do you say? Interested?
Folks - let me put longggg,s comments in prospective:
1. Annon will take the patents 10sec after the final judgment will be awarded them by the court.
2. They will proceed from with completing the EPC etc. Maybe with BK's help and a competent and not a thief CEO.
3. Hidnet issue was never resolved. Bion breached their agreement many times. They misrepresented it in their report as other things they illegally done (like issuing themselves 100m shares without consideration).
4. If by a remote chance Bion will find an investor that will invest few millions, my 55% law suit (which is ready to go) will be submitted.
So the company will go bankrupt within few months unless they'll find a way to settle with Annon, other vendors that are owed money and myself.
Very shortly we will see who is right....
As far as the accomplishments go:
1. Issued patents for their proprietary processes
They are losing their patents to Annon who has them as collateral to their unpaid loan.
2. FL and LA have provided tax free bond financing for at least 5 plants.
No patents - no bonds
3. Everything they can produce for 20 plus years is Sold
Urea fertilizer is a commodity with a price (like coffee, etc). Once produced can be sold to anyone for 50 years at the commodity price at that time.
4. Experienced competent CEO and board
Important board that are subject to your experienced alleged criminal who is doing nothing for the shareholders but diluting them illegally and blaming everyone else but himself to what's been happening to the company while he was its CEO. All Those years!
I didn't notice it was posted before I did.
Never mind, it's out there anyway.
Thank you for ur (sorry - your) compliments
Yes u r wrong.
I am not going to laugh if u or anyone else lose their money.
But, keep telling everyone that this is the way startup companies do their business by deceiving their shareholders, hide information from them, diluting them illegally, etc instead of doing something to remove the corrupt MGT, tells me that u r maybe Carlos or a relative of his bit a legitimate investor.
And if u r not and really believe in what y r writing, u should not invest in stocks, u will have better chance winning in a casino.
Yes u r a fool
They already issued themselves 100m class b shares that each can convert to 5 common shares. Basically dilute everyone by 55% without any consideration. (Just because Carlos felt like it). He us alleged criminal who could not care less about anyone. He will not stop screwing us until the company is bankrupt or he us in jail, which ever comes first
I am screwed like everyone else. The difference, I know it and aware of it unlike others in this forum.
However, I plan to be involve in the new company that will own the patents, that will be debt free with real CEO and investment. I think it will do well...
Nobody will partner with the crooks that are running Bion.
Board being changed and they issued themselves100m class B shares that can convert 1 to 5, meaning 500m shares!!!
That's more than the current outstanding.
Everybody got diluted by 55% by those thieves.
Nobody is suing them yet because there is nothing to get from the company.
They all should and hopefully will end up in jail and their Master thief Carlos, hopefully will end up in the Bolivian jail where he was inedited for stealing.
All your discussions regarding EPC, building plants, getting Biomass, etc are completely hypothetical. You all live in Lala land (fantasy land).
The company is about to lose their patents in less than 30 days and / or go bankrupt before year end.
In any event it will be worthless coming soon.
I am not happy to say that and I wish I'll be wrong and everyone here can make fun of me and say I am an idiot.
Unfortunately, it will be the other way around minus the laughing part....
Hi Gatorlady
I am still waiting for your reply on my previous mail regarding the discrepancies of funds reported by Bion and the county.
Gatorlady Hi
you indicated that the city of Perry officials said there are $1.2 million of the $5 million loan that has not been funded. The June 30, 2015 financial statements that BioNitrogen filed state that the unfunded amount of the Taylor loan is $806,000 (see footnote 6 on page 13). That is a $400,000 difference. Who is telling the truth? Where did the money go? The Perry loan is with government funds. So for sure the elected officials approved the uses of the funds and that is publicly available. Who is lying? Please Get us the government approvals. Last sentence of the 3rd paragraph of footnote 6. That is the Perry issue.
Also look at the last 2 sentences of paragraph 2 of footnote 6. It is unbelievable that the company states their lawyer is looking at the validity of a transaction. Now the federal judge says it is valid and BION is wrong.
Look forward to you finding out for us.
Dave
At last there is an investor such as yourself that can draw logical conclusions based on facts presented to them as opposed to all the others that believe that ignorance is bliss.
However, it will not take 10 days, since after Bion's response, Annon has 7 days to reply and than the judge will take some time to make a decision.
In my opinion, it will be decided between the middle and the end of October.
The decision will be for Annon, no doubt, as nobody (including Carlos) denies the fact that Annon loaned the funds to BION. They can argue about the interest amount, etc but it will not change the fact that Bion has to come with over $1M to settle it. (which to the best of my knowledge they don't have).
If, by any miracle, they will be able to raise funds, then I will sue for the shares that are owed to me (55% of the outstanding).
So the future does not look promising, unless they will be able to settle with me and I will pay Annon against share issuance to me.
Around $300k or 55% of the shares
My friend Richard
Maybe I was not clear enough...
Annon will not have to give up the progress, the new CEO will pick up the phone to all the vendors and the potential plant locations and proceed from where we are now.
The difference is that the newco will have $5m investment to complete the EPC, etc.
If your Cult leader and his pussy board would settle with me, I'll pay Annon and take in consideration shares and than the road to raise money to Bion will be open, since the major lawsuit and a huge potential one are off the table.
Unfortunately, as I already dealt with the Idiot, he will not do anything until Bion either goes bankrupt or he is replaced with the board with a suitable Management.
We will all have to wait and see what comes first....
Dear Richard
If this doesn't mean Bion losing their patents, I don't know what is. Your nativity or stupidity is unbelievable.
As far as I am concerned Bion will either settle with me and I'll take care of the Annon issue, or will take with Annon the patents to a new company. It's a win - win for me.
I know you all think that your Cult leader is the only one in the world who can run such company, however as you comfortably ignore the facts, he is doing nothing but paying himself every month and issues shares to himself and the board.
We will get a real Ceo and put the necessary funds to be successful.
I warned you all but you chose to act like an ostrich and ignore the facts. Keep doing it, it's OK. They say ignorance is bliss.
Go Bion.........
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA
CASE NO. 15-80088-CIV-RYSKAMP/HOPKINS
ANNON CONSULTING, INC.,
Plaintiff,
v.
BIONITROGEN HOLDINGS CORP.,
BIO-SNG TECHNOLOGIES,
INTERNATIONAL CORP.,
BIONITROGEN FLORIDA HOLDINGS,
LLC, BIONITROGEN PLANT FL
HENDRY LLC, BIONITROGEN
PLANT FL HARDEE, LLC, BIONITROGEN
BIOMASS SOURCING, LLC,
B GROUP, LLC AND 4A
TECHNOLOGIES, LLC
Defendants.
___________________________________/
ORDER DENYING AMENDED MOTION TO SET ASIDE CLERK’S DEFAULTS
THIS CAUSE comes before the Court pursuant to Defendants’ amended motion to set
aside Clerk’s defaults, filed May 14, 2015 [DE 28]. Plaintiff responded on June 8, 2015 [DE
32]. Defendants replied on June 15, 2015 [DE 33]. This motion is ripe for adjudication.
I. BACKGROUND AND PROCEDURAL HISTORY
Plaintiff Annon Consulting, Inc. (“Annon”) is a corporation organized under the laws of
Ontario, Canada with its principal place of business in Toronto, Ontario, Canada. On or about
December 16, 2013, Annon lent BioNitrogen Holdings Corp. (“BioNitrogen”), a New Jersey
corporation, $845,000 pursuant to a written loan agreement. The loan was secured by certain
personal property of BioNitrogen, guaranteed by Bio-SNG Technologies, a Delaware
Case 9:15-cv-80088-KLR Document 35 Entered on FLSD Docket 09/15/2015 Page 1 of 8
2
corporation; International Corp. (“Bio-SNG”), a Florida corporation; BioNitrogen Florida
Holdings, LLC, a Florida corporation; BioNitrogen Plant FL Hendry LLC, a Florida corporation;
BioNitrogen Plant FL Hardee, LLC, a Florida corporation; BioNitrogen Biomass Sourcing, LLC,
a Florida corporation; and B Group, LLC, a Florida corporation (collectively, “Guarantors”) and
Bio-SNG’s pledged securities in 4A Technologies, LLC (“4A Technologies”), a Texas
corporation.
Annon and BioNitrogen entered into a Secured Loan Agreement (“SLA”), Promissory
Note (“Note”), Fee Agreement, Security Agreement, Pledge Agreement and Guaranty
(collectively, the “Loan Documents”). The interest rate set forth in the SLA is 30% per annum,
with a default rate of 32%. The SLA and Guaranty state that the laws of Ontario, Canada apply;
the Security Agreement and Pledge Agreement state that Florida law applies.
BioNitrogen allegedly breached the loan agreement by failing to repay the indebtedness.
As a result, Annon claims that BioNitrogen and the Guarantors are liable for the principal
amount, interest, attorneys’ fees and costs. In addition, Annon claims it is entitled to foreclose
on BioNitrogen’s personal intellectual property and to obtain securities pledged by Bio-SNG.
BioNitrogen sued the Defendants on these obligations on January 26, 2015. The
Defendants, after proper service, failed to respond to the Complaint. A default was entered
against BioNitrogen and the Guarators on February 24, 2015 [DE 16]. A default was entered
against 4A Technologies on March 19, 2015 [DE 19]. Annon moved for default judgment on
April 17, 2015 [DE 21]. Defendants moved on May 8, 2015 [DE 24] to vacate the defaults.
Defendants filed an amended motion to vacate the defaults on May 14, 2015 [DE 28].
The facts relevant to the motion to vacate are largely contained in the two declarations of
Case 9:15-cv-80088-KLR Document 35 Entered on FLSD Docket 09/15/2015 Page 2 of 8
3
BioNitrogen CEO and Chairman, Carlos Contreras (“Contreras”). On May 8, 2015 [DE 24-1],
Contreras submitted his first declaration, therein stating that the President and CFO of
BioNitrogen, Bryan Kornegay (“Kornegay”), was in charge of retaining counsel to defend and/or
negotiate a resolution of this lawsuit. [DE 24-1 at ¶¶ 3, 9-10]. Kornegay allegedly informed the
BioNitrogen Board that Konrad Jackson, Esq., BioNitrogen’s corporate counsel, was
“negotiating with Annon and was in the process of retaining Florida counsel to defend the Annon
lawsuit.” Id. at ¶ 9. The Board of Directors removed Kornegay from his leadership position at
BioNitrogen on April 8, 2015. Id. at ¶ 12. At about the same time, Jackson resigned as
BioNitrogen’s corporate counsel. Id. at ¶ 13. BioNitrogen retained Michael Nullman, Esq.
(“Nullman”) of Nason Yeager Gerson White & Lioce, P.A., who informed Contreras that a
default had been entered against BioNitrogen. Id. at ¶ 15. Contreras stated that he was surprised
to learn that a default was entered against BioNitrogen. Id. at ¶¶ 14-15. Upon learning of the
default, Contreras directed BioNitrogen to contact Lawrence Goodman, Esq. and retained Devine
Goodman Rasco & Watts-Fitzgerald, LLP to defend BioNitrogen in this action. Id. at ¶ 17.
Defendants filed an amended motion to vacate the defaults on May 14, 2015. Attached to
the amended motion is a “supplemental” declaration from Contreras. Therein, Contreras states
that Jackson was acting as BioNitrogen’s general counsel as of February 2015. [DE 28-1 at ¶ 7].
Contreras admits that on February 25, 2015, Jackson informed him of the entry of the first
default. Id. Contreras stated that it was Contreras’s understanding that Annon’s counsel and
Jackson had agreed that Annon would take no action “until on or before March 10.” Id. Jackson
terminated his relationship with BioNitrogen on March 2, 2015. Id. at ¶ 8. Contreras thereafter
contacted Brian Bernstein (“Bernstein”) of Nason Yeager Gerson White & Lioca, P.A. Id. at ¶ 9.
Case 9:15-cv-80088-KLR Document 35 Entered on FLSD Docket 09/15/2015 Page 3 of 8
4
Bernstein already handled corporate and securities matters for BioNitrogen. Id. Contreras asked
Bernstein for a recommendation for a lawyer who could handle the Annon matter. Id. Bernstein
recommended Nullman, his partner. Id. Contreras explains that “[o]nce Mr. Nullman was
engaged, he began to deal with Annon’s counsel.” Id. Contreras also clarifies that the “gist of
what [he] was trying to convey” in his initial declaration vis a vis his learning of the default from
Nullman was an awareness that a judgment against the BioNitrogen companies would result in
the loss of their intellectual property as well as other assets. Id. at ¶ 12. Contreras therefore
contacted the Devine Goodman law firm “to represent the interests of BioNitrogen.” Id.
II. LEGAL STANDARD
Fed.R.Civ.P. 55(c) provides that for good cause shown, the Court may set aside a default
under Fed.R.Civ.P. 60(b). In determining whether good cause is shown for setting aside a
Clerk’s entry of default, courts evaluate the following factors: (1) whether the default is culpable
or willful; (2) whether setting aside default would prejudice the adversary; and (3) whether the
defaulting party presents a meritorious defense. See Compania Interamericana Export–Import,
S.A. v. Compania Dominicana de Aviacion, 88 F.3d 948, 951 (11th Cir.1996). Defendants move
to vacate the entries of default on each of these grounds.
III. DISCUSSION
A. Defendants have not shown excusable neglect.
Defendants make no showing of excusable neglect under these facts. The Contreras
declarations indicate that BioNitrogen was aware of the entry of the first default and of the
consequences of a potential default judgment. During the relevant time period, BioNitrogen had
Case 9:15-cv-80088-KLR Document 35 Entered on FLSD Docket 09/15/2015 Page 4 of 8
5
two lawyers, Jackson and Nullman. Contreras then engaged a third set of lawyers from Devine
Goodman. Annon offered Defendants an opportunity to have the Defaults vacated, but
Defendants did not avail themselves of the opportunity. Defendants allowed an additional
default to be entered against 4A Technologies and purposely failed to answer the Complaint.
Defendants admit as much in their motion to vacate, in which they state the following:
On February 24, 2015, a default was entered against all Defendants
except 4A Technologies. At this time, Defendants retained the law
firm of Nason Yeager Gerson White & Lioce, P.A. (“Nason
Yeager”) to resolve this dispute. The parties agreed that no
additional default would be entered until March 10. Ultimately,
the parties could not reach an agreement and the clerk entered a
default against the final Defendant on March 19.
[DE 28, p. 1-2]. Defendants admit that they were aware of the initial default in this action, that
they retained counsel for the purpose of resolving this action, and that the parties attempted to
reach some sort of agreement but their failure to do so resulted in the entry of the second default.
These facts show anything but excusable neglect.
If the blame lies with one of BioNitrogen’s counselors, “lack of diligence or mere
carelessness on the part of a party’s attorney is not sufficient cause to set aside a default.” See
Aberson v. Glassman, 70 F.R.D. 683, 684 (S.D.N.Y. 1976). Contreras’ supposed ignorance of
the legal consequence of a judgment in this case is not a sufficient reason for setting aside a
default, either. See Perez v. Florida, 519 Fed. Appx. 995, 997 (11th Cir. 2013) (refusing to allow
extend deadlines for pro se party who did not know English). Finally, if Kornegay was somehow
negligent -- and there are no sworn statements that Kornegay did anything contrary to Contreras’s
directions with regard to this lawsuit -- the onus is on BioNitrogen to establish minimal
Case 9:15-cv-80088-KLR Document 35 Entered on FLSD Docket 09/15/2015 Page 5 of 8
6
procedural safeguards to prevent entry of a default. See Gibbs v. Air Canada, 810 F.2d 1529,
1537 (11th Cir.1987) (“Default that is caused by the movant’s failure to establish minimum
procedural safeguards for determining that action in response to a summons and complaint is
being taken does not constitute default through excusable neglect.”). Defendants do not assert
that any minimal procedural safeguards were in place. Defendants have not shown excusable
neglect such that the defaults should be vacated.
B. Defendants do not have a meritorious defense.
Defendants also request that the defaults be vacated on the grounds that Defendants have
meritorious defenses in the instant action. Defendants’ proposed defenses are that Annon may
not be an Ontario, Canada corporation and that the two agreements governing the collateral
securing the loan are governed by Florida law and are therefore usurious. “[T]o establish a
meritorious defense, the moving party must make an affirmative showing of a defense that is
likely to be successful.” SEC v. Simmons, 241 Fed. Appx. 660, 664 (11th Cir. 2007) (quotation
omitted). See also Solaroll Shade and Shutter Corp., Inc. v. Bio–Energy Sys., Inc., 803 F.2d
1130, 1133 (11th Cir. 1986) (“[A] party must demonstrate a defense that probably would have
been successful, in addition to showing excusable neglect.”).
Defendants claim that the record is unclear as to whether Annon is actually a Canadian
corporation, thereby casting doubt on whether this Court has subject matter jurisdiction over this
action. Defendants deem the record unclear because Defendants’ searches “on line and through
the Canadian business directory” did not cause Defendants to find Annon. [DE 28, p. 4]. 28
U.S.C. § 1332(a)(1) and (2) allow for suits between citizens of different States and citizens of a
Case 9:15-cv-80088-KLR Document 35 Entered on FLSD Docket 09/15/2015 Page 6 of 8
7
State and a foreign state, so long as the amount in controversy exceeds $75,000, exclusive of
interest and costs. This Court would only lack diversity jurisdiction over this action if Annon
were a citizen of any of the states of which Defendants are citizens. Annon has attached to its
response to the motion to vacate its certificate of incorporation [DE 32-1], its bylaws [DE 32-2]
and its certificate of status [DE 32-4], all of which indicate that Annon is incorporated in
Ontario, Canada. Defendants are citizens of Florida, Delaware, New Jersey and Texas. Diversity
jurisdiction is present here.
Defendants also claim that the agreements at issue are usurious under Florida law, which
designates as usurious interest rates greater than 18% per annum. See Fl. Stat. § 687.02(1).
Canadian usury law allows lenders to charge interest rates up to 60% per annum. Defendants
note that the SLA and the Guaranty state that Ontario law applies but that the Security
Agreement and Pledge Agreement state that Florida law applies. The Security Agreement and
Pledge Agreement do not govern the interest rate, however. The Security Agreement and Pledge
Agreement govern the rights of Annon with respect to execution against the collateral securing
the loan, BioNitrogen’s assets and the membership interests in 4A Technologies. The collateral
is located in the United States. The SLA governs the interest rate and contains an Ontario,
Canada choice of law provision. The Security Agreement and the Pledge Agreement contain
severability clauses to excise any provision therein that renders them unenforceable. See Security
Agreement at § 13(c); Pledge Agreement at § 10. The Loan Documents provide that the laws of
Ontario, Canada will govern the enforceability of the interest rate. Defendants have not
demonstrated that they have any meritorious defense to this action such that the defaults should
be vacated.
Case 9:15-cv-80088-KLR Document 35 Entered on FLSD Docket 09/15/2015 Page 7 of 8
8
C. Annon will be prejudiced if the defaults are vacated.
Annon will suffer severe prejudice if the defaults are vacated. If the defaults are vacated,
other creditors and/or investors may file lawsuits against Defendants and potentially obtain
judgments against Defendants prior to Annon obtaining any judgment against Defendants. The
party that is able to obtain a judgment first will be best positioned to execute on same.
D. The Court did not consider the purported privileged communication
contained in Annon’s response in its review of this motion.
Annon includes in its response excerpts from an email between Contreras and Konrad.
Defendants claim that this communication is privileged. The Court makes no determination as to
whether this communication is privileged and informs the parties that it did not consider any part
of the communication in its review of this motion.
IV. CONCLUSION
THE COURT, being fully advised and having considered the pertinent portions of the
record, hereby
ORDERS AND ADJUDGES that the amended motion to vacate the Clerk’s entries of
default, filed May 14, 2015 [DE 28], is DENIED. Defendants are directed to respond to the
motion for final default judgment within ten days of the date of this order.
DONE AND ORDERED at Chambers in West Palm Beach, Florida, this 15th day of
September, 2015.
S/Kenneth L. Ryskamp
KENNETH L. RYSKAMP
UNITED STATES DISTRICT JUDGE
Case 9:15-cv-80088-KLR Document 35 Entered on FLSD Docket 09/15/2015 Page 8 of 8
You should be more concerned with that:
"CONCLUSION
THE COURT, being fully advised and having considered the pertinent portions of the
record, hereby
ORDERS AND ADJUDGES that the amended motion to vacate the Clerk’s entries of
default, filed May 14, 2015 [DE 28], is DENIED. Defendants are directed to respond to the
motion for final default judgment within ten days of the date of this order.
DONE AND ORDERED at Chambers in West Palm Beach, Florida, this 15th day of
September, 2015."
S/Kenneth L. Ryskamp
KENNETH L. RYSKAMP
UNITED STATES DISTRICT JUDGE
Bion is in the way to lose its intellectual property.
Go Bion....
Only stock
And today it's the stock in the market that when down when the all market is up sharply
Yes very true.
The worse the situation of the company, the more lawsuits they have, the more money they owe to everyone and the less money they have for operation means the COMPANY IS DOING GREAT!!
Ye, ye, ye
Go Bion., bunch of id..
My friend
What you call as "nuisance lawsuits" is true, if you mean that, for example, in the Annon case, if Bion will lose (which is obvious - because they owe the money any way you look at it), they lose all their patents who are securing the loan from Annon.
One call it Nuisance the other may call it the end of Bion as you know it.
Of course the cult leader will continue on regardless of any court decision and will end up in jail for a long time with the rest of the impotent board he controls as his puppets.
As stated before, I have no intention or wish to own 55% of the shares. I prefer to settle as was agreed.
However, if it turns out that I will have no choice but go the legal way) and end up with 55% of the outstanding, I will hire an honest CEO with the necessary credential to run the company.
I hope it answers your question...
Not all the signatures were in by the time the mail was accidentally sent to the company. You need all 50% to vote for any resolution.
Carlos immediately issued the shares to counter the 50% votes.
The only problem, the alleged criminal that he is, he issued those shares illegally to him and the board without any consideration, thus diluting everyone.
I am not looking to get 55% but what's owed to me.
The company is virtually bankrupt with lawsuits pending and more coming soon. It's value is less than $5m on paper but in reality they can't raise a penny (as you can see - they are trying now for a year to unsuccessfully raise funds for a year now. BK is not with the company from Dec. )
So, I'll get the 55% easily, but again, that's not what I am looking for.
I agreed with Carlos to even take shares instead of money, but as usual he reneged on the deal.
I even paid Bion's attorney over $11,000 to complete the paperwork (Carlos said they can't effort the legal fee). Bion never paid me back the money.
This is the MGT that that investors need to deal with and this is why this company will never go anywhere as long as they are there.
Just to be clear.. Your shares will not be taken away from you, the court will have the company issue me additional shares that will represent 55% of all outstanding shares at the time if such decision.
Carlos and the board did not need any court decision to issue themselves illegally 100m without any consideration. Once a thief always a thief...
All actions taken by the company are ultra virus, meaning did not exist.
It's like someone stealing your car and selling it to innocent people (such as Bion's investors) who paid for it full price.
The car has to be return to its lawful owner (me). The people who paid the thief (our case Carlos and board) can sue them for damages and misrepresentation, etc.
Carlos and the board already acknowledged it and signed with me different agreements and paid me a fraction of what was agreed.
Then they disappeared thinking they can blame it all on BK (like in the Annon case). Carlos and the all board "didn't know" what BK was doing for 3 years???
In any event, instead of settling with me ( like they misrepresented in the Q1 report) and get my help in settling with Annon, they decided to go to war with everyone.
Their choice , your loss unfortunately
No. I am talking about a new one, on account of the illegal issuance of the aforementioned 100m shares.
In addition, once the smoke clears following a decision in the Annon case, I'll be submitting my lawsuit for 55% of the outstanding shares of the company due to the constant breaches of agreements by the cult leader Carlos following the hijacking of the public shell that was mine.
A lot of action is coming., I don't know why you all concentrating on EPC, plants and other future plans when the company is virtually bankrupt and no one in their right mind will invest in a company that is heavily involved in law suits and future ones.
Instead you should ask the mgt to explain to all of you, how are they going to deal with all those problems...
Richard.
There is a difference between outstanding and issued shares. Not all outstanding shares are tradable.
For example many shares are restricted and can not be traded.
However, they are part of the company's outstanding shares.
The value of the company derives from all outstanding shares (options, warrants and all classes if shares - common, preferred, class a, b, etc) multiplied by the share price.
If 100m additional shares were issued that can vote 5 common each, you are not diluted by 500m but only by the 100m (which is roughly 20%).
When shares are issued they should be issued to someone for consideration.
The board issue themselves illegally the shares thus diluting everyone by 20%.
The reason it was done because according to NJ security law, if over 50% of the shareholders sign a resolution, you do not have to conduct a shareholders meeting and whatever they decide goes.
All the signatures were collected but 1 of the shareholders mistakenly sent his signature to an old email address of the company. Carlos found out and issued illegally the shares to block the legal right of over 50% of the shareholders for a resolution.
Those 50% shareholders are going to sue Carlos and the board for all their illegal actions shortly. (That's what I heard at least).
I hope my answer clarifies the issue.
No. These are new shares class B that definitely dilute us. There is no question about it.
I would appreciate if Mgt can elaborate and explain the move and the impact on all of us