read again:
HE SAYS IT RIGHT HERE ABOUT TAKING LOANS TO REPAY THE OLD DEBTS
Winters Member Level Thursday, 09/03/15 10:50:01 PM
Re: None
Post # of 27202
Just a FYI from when I took over -
There was no exchange of paperwork, no briefcase full of documents with convertible notes, articles of incorp. etc, handed over to me. Frank Pringle and the only board member signed his resignation and then signed my contract.
I contacted the company SEC attorney - surprise! Frank hadn't paid him in months and he was dumping 9 mil shares before his vacation started (he's now in prison).
I contacted our Nevada agent for our articles of incorporation - surprise! Frank owed them $13k.
I contacted the company CPA - surprise! Frank owed them $16k
I contacted our auditor - surprise! Frank owed them $38k
I contacted the manufacturers and yes, surprise! they were promised half of the business and were never paid in full (I settled it with 30 mil shares, my only non convertible issuance)
Frank was billing the company $10k per month to license the patent. I called the patent attorney - you can guess it - surprise! Frank billed LIBE $68k in attorney fees to the company and issued the patent to himself and they were still unpaid
Then conversions started coming in immediately. Frank resigned the day before the K and Q were due, so I had to do filings based off of information as I gathered/ came in thru conversion notices. This took weeks to collect and obviously (as seen with Evans) not 100% complete. There were no records anywhere showing this relationship.
Our TA's attorney Rick Fox advised that we file an injunction to not convert notes until we have time to locate and find all the debt. Bad advice as note holders immediately began to start litigation that would have made my first PRs be 6-7 8k's announcing all of our creditors are suing us. I canceled the injunction and began negotiating with them - uphill battle as we pissed them off, but things were looking good until buying began. Most of you know the rest on that. Note repayment prices shot way out of our budget range to repay, hence dilution. The more dilution, the lower the PPS, the larger the reserves needed to cover the notes - which we were bound to maintain or face litigation of default. Hence the increases in A/S.
Now I had to take notes to repay where I could, cover all of the above, and continue to file, all while doing what I'm actually good at, building up a functioning business. I wish I could have just taken the Guard Lite out and start with a fresh vehicle, but I have built relationships with investors and for the most part, everyone seemed on board with pushing ahead.
The biggest curve ball was the passing of Lee Ogle, as he was setting up a large (non-toxic) royalty financing that would have rebooted the company and cleared the debt. The 1.7 mil order with Cool Lumens and Houlihan Capital died with him. December had us starting at scratch with everything I've mentioned above.
Now I don't try to pump the stock. I have tons of private messages cursing me out for NOT embellishing, hiring bullish IR, and pushing our PPS. I feel like an @ss when I have to give bad news, but I'm owning it regardless of "who's fault". But I do try to stay positive. When I know something, you know, and I always say "call me" with any questions.
Many of you know all of this as it's been posted before. But with new eyeballs everyday I think it's important to know our past to build a better future.
Thanks
Brian
845-610-3817
