Monday, January 26, 2015 3:23:16 AM
What Qayed was doing at night on Dec 25-Dec 29 and then maybe other days depending on what other victims steps forwards...
Mr. Shareef had the right, until December 31, 2013, to require that the registrant purchase from him his pro rata portion of 5,500,000 registrant shares, at a purchase price of $0.0909 per share (the “Put Right”). Mr. Shareef expressed a desire to exercise his Put Right, but was cognizant of the cash flow constraints of the registrant. Mr. Shareef determined that he did not wish to exercise his Put Right to the detriment of the registrant, its operations, and shareholders.
He was the Sole Director. Now, how the f' is that possible! And this is the time he's committing unspeakable crimes. Who in the world let this be structured this way.
Mr. Shareef was the sole Director of the registrant, as well as its Chief Executive Officer. Rather than propose and implement a strategy or transaction with the registrant in which he would effectively be on both sides, Mr. Shareef, in his capacity as sole Director, appointed a second, disinterested member of the registrant’s Board of Directors.
Mr. Akram, the sole disinterested Director of the registrant, determined that, in exchange for declining to consummate the transactions contemplated by the Put Agreement, which was Mr. Shareef’s right, the registrant would waive the provisions of the Lockup Agreement, pursuant to Section 2 thereof, as set forth in the Waiver of Leak-Out and Lockup Agreement dated December 31, 2013, attached hereto as Exhibit 99.1. Such arrangement was determined to be in the best interests of the registrant, because Mr. Shareef will be able to sell a portion of his stock in the registrant without causing the registrant to use any of its capital to fund or facilitate such sale.
Disinterested?! He worked for Qayed before.
And then what the heck did he need this loan for? Was he being blackmailed by some other victims? We will never know. Or wait, we will now once the investigation gets deeper.
On January 21, 2014, the Registrant loaned to Qayed Shareef (“ Mr. Shareef ”), the Registrant’s Chief Executive Officer and a member of its Board of Directors, $100,000 (the “ Loan ”) pursuant to a Secured Promissory Note (the “ Note ”) and Stock Pledge Agreement (the “ Pledge ”) attached hereto and filed herewith as Exhibits 10.1 and 10.2, respectively. The Note provides that the Loan shall mature on January 21, 2019 , shall accrue simple interest at a rate of 5%, and Mr. Shareef shall make quarterly payments of $1,250 until maturity. The Note is secured by the 18,628,000 shares of the Registrant’s Common Stock currently held by Mr. Shareef, pursuant to the terms of the Pledge. The Loan, the Note, and the Pledge and any document or transaction contemplated thereby, were approved by the Registrant’s Board of Directors on January 21, 2013, voting without Mr. Shareef. The foregoing is qualified in its entirety by the terms of the Note and the Pledge, and such Note and Pledge are incorporated by reference herein.
Mr. Shareef had the right, until December 31, 2013, to require that the registrant purchase from him his pro rata portion of 5,500,000 registrant shares, at a purchase price of $0.0909 per share (the “Put Right”). Mr. Shareef expressed a desire to exercise his Put Right, but was cognizant of the cash flow constraints of the registrant. Mr. Shareef determined that he did not wish to exercise his Put Right to the detriment of the registrant, its operations, and shareholders.
He was the Sole Director. Now, how the f' is that possible! And this is the time he's committing unspeakable crimes. Who in the world let this be structured this way.
Mr. Shareef was the sole Director of the registrant, as well as its Chief Executive Officer. Rather than propose and implement a strategy or transaction with the registrant in which he would effectively be on both sides, Mr. Shareef, in his capacity as sole Director, appointed a second, disinterested member of the registrant’s Board of Directors.
Mr. Akram, the sole disinterested Director of the registrant, determined that, in exchange for declining to consummate the transactions contemplated by the Put Agreement, which was Mr. Shareef’s right, the registrant would waive the provisions of the Lockup Agreement, pursuant to Section 2 thereof, as set forth in the Waiver of Leak-Out and Lockup Agreement dated December 31, 2013, attached hereto as Exhibit 99.1. Such arrangement was determined to be in the best interests of the registrant, because Mr. Shareef will be able to sell a portion of his stock in the registrant without causing the registrant to use any of its capital to fund or facilitate such sale.
Disinterested?! He worked for Qayed before.
And then what the heck did he need this loan for? Was he being blackmailed by some other victims? We will never know. Or wait, we will now once the investigation gets deeper.
On January 21, 2014, the Registrant loaned to Qayed Shareef (“ Mr. Shareef ”), the Registrant’s Chief Executive Officer and a member of its Board of Directors, $100,000 (the “ Loan ”) pursuant to a Secured Promissory Note (the “ Note ”) and Stock Pledge Agreement (the “ Pledge ”) attached hereto and filed herewith as Exhibits 10.1 and 10.2, respectively. The Note provides that the Loan shall mature on January 21, 2019 , shall accrue simple interest at a rate of 5%, and Mr. Shareef shall make quarterly payments of $1,250 until maturity. The Note is secured by the 18,628,000 shares of the Registrant’s Common Stock currently held by Mr. Shareef, pursuant to the terms of the Pledge. The Loan, the Note, and the Pledge and any document or transaction contemplated thereby, were approved by the Registrant’s Board of Directors on January 21, 2013, voting without Mr. Shareef. The foregoing is qualified in its entirety by the terms of the Note and the Pledge, and such Note and Pledge are incorporated by reference herein.
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