pardon my ignorance..........................................
the termination for cause was (apparently) December 07
from the GERS Skunkblog re TS and the pursuit of his 30% of GS Agri (re SWVC)
First, this is what I think: It seems that Thomas Scozzafava (TS) was the Vice President of Acquisitions and Investments for Greenshift Corp 2005 to Dec 2006. He received almost 400K shares of GS Agrifuels for this trouble. He next was the CEO of GS Agrifuels from December of 2006 to Dec 2007. During these times they picked up Next Gen Fuels, Sustainable Systems, the Zero Point Investment and the Corn Oil Extraction Systems***(see below). This is basically the majority of the stuff that gives value or short term potential to our present company. He claims to be a significant shareholder (30%) of GS AgriFuels Corporation. This is the part I do not yet understand. In June of '07 TS was supposed to get 378,653 series "C" preferred stock of GS Agrifuels. He could not get them since even the promise to get them was a breach of the debt agreement with YAGI. This was explained in the 10 Jan '08 document. TS left the company in mid December 2007. The company was then taken private and 50cents/share were paid out to the minority shareholders in early 2008. From what I understand the shares are held privately as collateral by the YAGI debt agreement. GERS and friends cannot buy, sell or give them away until that debt goes away. So these disputed series "C" shares appear to be the basis for the TS claim. He did borrow $250,000 to the company, but I hope that no one thinks that equates to 30% of GS Agrifuels. On December 28, 2006, GS AgriFuels issued to Seaway Valley Fund, LLC aconvertible debenture due December 28, 2008 with a face amount of $250,000 formonies received in January 2007 by GS AgriFuels from Seaway Valley in the amountof $250,000. This debenture and the accompanying accrued interest in the amountof $7,726 were paid in full during the nine months ended September 30, 2007. I would have hoped some sort of signed severance settlement had taken place when TS left to clear all this up. Any insight by a reader would be appreciated.
It is hard to prove the merits (or fallacy) of his claim. Here are some of my questions:
1. Why is the claim being made now? Is he claiming that GS Agrifuels is being taken public due to GERS default to YAGI? Or is he claiming that the entire Debt to YAGI has been paid? Those, I assume are the only two reasons for the private stock to be freed up.
2. Is he stirring the pot trying to entice investors to pick up his SWVC stock that is lingering sub-Penny? OR is he trying to stir up a cash settlement from GERS - threatening a legal battle over old claims? OR are his claims somehow legit and he is bringing it public to try and force the issue? I am not implying anything here, just looking for possible answers to my questions.
Second, here is the fact/time-line the Skunk found:
**TIMELINE of GS Agrifuels Investments:
From 2005 to about Dec 26, 2006, Mr. Scozzafava was employed by GreenShift Corporation as Vice President of Acquisitions and Investments. GS AgriFuels issued 399,792 shares of common stock to Mr.Scozzafava in compensation for those services. Here is the detail of his employment:
On July 6, 2007, GS AgriFuels signed an Employment Agreement with Tom Scozzafava with an effective date of January 1, 2007. Under the terms of this agreement,Tom Scozzafava has been employed by GS AgriFuels as its President and Chief Executive Officer. The agreement is for a term of five years and shall be automatically renewed for additional one-year terms until either party gives at least a sixty date written notice of termination. Under the terms of the agreement, Mr. Scozzafava shall be paid an annual salary of $150,000 and will be eligible to fully participate in all benefit plans maintained by GS AgriFuels. The salary will increase to $250,000 per year if GS AgriFuels completes an equity financing for $25,000,000 at a per share valuation of $3.00 or greater. In connection with the execution of the Employment Agreement, GreenShift Corporation assigned to Mr. Scozzafava 378,653 shares of GS AgriFuels' Series CPreferred Stock. The Company accrued $54,526 in consulting fees related to this transfer of shares. For the nine months ended September 30, 2007, Mr. Scozzafava received $104,531 as compensation for past services.
January 20, 2006 Kevin Kreisler first signs as CEO for Hugo International Telecom, Inc.
On May 18, 2006, Soon to be "GS Agrifuels" 1:1000 reverse stock split became effective.
On June 7, 2006, the Company acquired Mean Green BioFuels, Inc., a newly formed company, from GreenShift Corporation.
On July 27, 2006, the Company changed the name from Hugo International Telecom, Inc. to GS AgriFuels Corporation.
In August 2006, GS AgriFuels acquired an approximate 10% interest in ZeroPointClean Tech, Inc.
On October 31, 2006, GS AgriFuels purchased 100% of the outstanding capital stock of NextGen Fuel.
On December 21, 2006 the Board of Directors of GS AgriFuels appointed Tom Scozzafava to the positions of President and Chief Executive Officer. Mr.Scozzafava accepted the positions on December 26, 2006.
As of December 31, 2006, the Company owned 13% of Sustainable System, Inc.
As of December 31, 2006, GS AgriFuels had no employees, but Thomas Scozzafava and Kevin Kreisler served on an "at will" basis as the Company's President and Chief Executive Officer, and Chairman and Chief Financial Officer, respectively. It is anticipated that in 2007 Mr. Scozzafava shall become a full-time employee of the Company. Thomas Scozzafava (TS) was the CEO of GS Agrifuels for about one year? - from Dec 2006 till Dec 2007.
Skunk note: On December 28, 2006, TS gave the company $250,000 and the Company issued him a Convertible Debenture due December 28, 2008 for $250,000 plus 8% interest. http://www.sec.gov/Archives/edgar/data/1120802/000126912707000052/gsa10k2006.txt A'06
March 2007, GSAgriFuels completed the acquisition of the remaining 87% of the outstanding capital stock of Sustainable Systems, Inc.
In June 2007, and subject to the satisfaction of GS AgriFuels' outstanding obligations to Lender, GS AgriFuels agreed to issue to GreenShift Corporation 1,000,000 shares of Series C Preferred Stock in GS AgriFuels (the "Preferred Shares"), from which GreenShift agreed to assign 378,653 shares Series C Preferred Stock in GS AgriFuels to a former officer (Skunk Note: this has to be TS) of GS AgriFuels subject to Lender's first priority security interest in all of the stock and assets of GS AgriFuels.
While none of the Preferred Shares were issued because issuance of the Preferred Shares would have constituted a material breach of GS AgriFuels' Debentures and Transaction Documents with Lender (collectively, the "Transaction Documents"), GS AgriFuels' agreement to issue and GreenShift's agreement to assign the Preferred Shares were made in contravention of both GS AgriFuels' Transaction Documents and GreenShift's various agreements with Lender.
http://www.sec.gov/Archives/edgar/data/1269127/000126912708000021/ex10g108.txt (this in a Jan 10th '08 document)
As of June 26, 2007, there were no shares of preferred stock issued and outstanding. This in a Form S-4 signed by both Mr. Scozzafava and Mr Kreisler.
http://www.sec.gov/Archives/edgar/data/1120802/000126912707000116/gsas4607.txt
In an 8K dtd 5 Oct 2007 Thomas Scozzafava was on the top of the employee list as Director, Chairman and CEO of GS Agrifuels.
http://www.sec.gov/Archives/edgar/data/1120802/000126912707000193/gsgf8k10507.txt
In an 8K/A dtd 9 Oct 2007 (4 days latter) Kevin Kreisler was on the top of the employee list as Director, Chairman and COO of GS Agrifuels.
http://www.sec.gov/Archives/edgar/data/1120802/000126912707000197/gsgf8ka10807.txt
Thomas Scozzafava as the CEO of GS Agrifuels on December 6, 2007 announced the Boards of Directors of GS AgriFuels Corporation and GS Energy Corporation agreed to abandon the merger - last? signature as CEO?http://www.sec.gov/Archives/edgar/data/1120802/000126912708000019/gsctgsgfyaagree.txt
December 20, 2007, Kevin Kreisler first signs as Chief Executive Officer for GS AgriFuels. Note Exhibits 1 & 3.
http://www.sec.gov/Archives/edgar/data/1120802/000126912707000263/gsaex31k06.txt','GS AGRIFUELS CORP
So we can tell from the signatures above Thomas Scozzafava left between Dec 6 - Dec 20 2007
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In the 1Q p.28 we find out how much we spent to take GS Agrifuels private:
In accordance with the completion of the GS AgriFuels Go-Private Transaction (see Note 13, Convertible Debentures), the Company recorded the related obligation to the former minority shareholders of GS AgriFuels of $1,265,762 at December 31, 2007. This obligation was reduced to $432,701 as of March 31, 2008, which amount the Company expects to either cancel or satisfy during the second quarter 2008.
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There are lots of things that could put GERS into default with YAGI here is a list of things that have recent deadlines.
GERS could be in default to Yagi if:
"7.1.16 June 30, 2008. The Borrower's affiliate, Sustainable Systems LLC, shall fail to have closed upon the purchase of the Title To Montana Property. "
"In the event that GS AgriFuels and/or any of its affiliates fails to pay Lender a minimum of $7,500,000 on or before July 1, 2008. . . . . GS CleanTech shall take GS AgriFuels public againas provided herein (the "Go Public Transaction")"
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2Q Report Deadlines
Thursday August 14th
Forms 13F and 10-Q for filers with quarters ending June 30, 2008 (45 days after period end).
Friday August 15th
Notification of Late Filing (NT 10-Q) for Form 10-Q/10QSB, if 10-Q/10QSB is not filed on time(Due on the business day after the 10-Q due date.)
Wednesday August 20th
Extended deadline for filing a Form 10-Q/10QSB after filing a NT 10-Q (Due 5 calendar days after original filing due date)
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