Monday, November 20, 2017 9:44:07 PM
The Framepool Transaction
In 2016, the Company acquired the right to 87 percent of the outstanding equity of Framepool AG (“Framepool”)
from a third party for EUR 986,144 along with debt owed by Framepool to the third party of EUR 253,563, for a
total acquisition price of EUR 1,239,707 (or $1,445,664 using an exchange rate of 1.1742 as of September 30,
2017) (the “Framepool Consideration”). The Framepool Consideration is due on July of 2018. In addition, during
2016 and the first quarter of 2017, the Company provided loans to Framepool in an aggregate amount of $389,905
(the “Framepool Loans”).
On or about April 10, 2017, Framepool filed for insolvency in Germany. As a result, the Company has
created a loss reserve provision of $1,577,793 for contingent liabilities pertaining to the Framepool
transaction and has not consolidated its financial results with these financial statements as previously
anticipated. On June 20, 2017, substantially all of the assets of Framepool were sold to Rightsmith, Inc,
Los Angeles, by the German insolvency administrator of Framepool, Rolf G. Pohlman, for an undisclosed
amount. The Company remains a claimant to the bankruptcy estate of Framepool and will continue to work
with its German counsel to maximize recoveries. The Company is also considering further legal steps.
In the quarter ending September 30, 2017, the Company wrote off the Framepool Loans against its loss
reserve provision for this transaction thereby reducing it by $389,905 to $1,187,888.
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