Saturday, January 12, 2019 7:08:26 PM
Pursuant to a licensing and royalty agreement, entered into on September 11, 2017 by the Company and Chaya Hendrick, our founder and CEO, we received a license to certain patents related to our technologies until the expiration of such patents in exchange for the following : (i) issuance of 200,000 Series B Convertible Preferred Shares, (ii) 5% of gross revenues derived from the sale of products derived from the patents, and (iii) annual payments beginning at $50,000 per annum, increased by 100% of each previous year (offset against 5% gross revenue royalty payments). We believe these patents are instrumental our business plan and if we are unable to make such required payments under the plan, Chaya Hendrick may terminate the agreement, which may materially impact our business plan. Furthermore, there can be no assurances that we will be able to continue to meet our financial obligations under the terms of the agreement unless we are able to raise additional capital through the sale of our securities or derive revenue from some other source.
As of June 30, 2018, we owe Chaya Hendrick, our CEO, $663,348 in deferred salary, of which the failure to pay could result in Chaya Hendrick’s termination of employment, the result of which would materially harm our business.
We currently have not paid $663,348 in salary owed to Chaya Hendrick pursuant to Chaya Hendrick’s employment agreement outstanding with us as of June 30, 2018. While Chaya Hendrick continues to support the Company and continues to operate as its CEO, President and chairman of the Board of Directors, there can be no assurances that this will continue if we fail to back salaries and future salary owed. Additionally, as of July 1, 2017, all prior and future deferred salary owed will bear interest at a rate of 5% per annum. In the event Chaya Hendrick terminates employment for lack of payment, the Company believes such loss would cause irreparable harm to our product development and would materially harm our business prospects. Additionally, there can be no assurances that Chaya would not attempt to foreclose on our assets in order to satisfy such debt obligations.
The shareholders have tipped in $25 million - has anyone ever seen detailed accounts of how that money has actually been spent?
Who oversees the CEO's spending? Does she fly first class everywhere? stay in 5 star hotels? eat at New York's finest? Who would know?
Can we ask to see fully audited accounts?
How do the voting rights work?
The 89,127,778 shares of common stock includes (i) 58,627,778 of Common Stock and; (ii) 610,000 shares of Series B Convertible Preferred Stock convertible into 30,500,000 shares of common stock held by Applied Cryptography, Inc. (“ACI”) and / or Chaya Hendrick. The outstanding shares of Series B Convertible Preferred Stock are entitled to vote on any matter with the holders of Common Stock voting together as one (1) class and shall have that number of votes (identical in every other respect to the voting rights of the holder of common stock entitled to vote at any regular or special meeting of Stockholders) equal to that number of common shares which is not less than 51% of the vote required to approve any action, which Nevada law provides may or must be approved by vote or consent of the common shares or the holders of other securities entitled to vote, if any. Each share of Series B Convertible Preferred Stock is convertible, at the option of the holder, into fifty (50) shares of Common Stock upon the satisfaction of certain conditions and for purposes of determining a quorum of a shareholder meeting, the outstanding shares of Series B Convertible Preferred Stock shall be deemed the equivalent of 51% of all shares of the Company’s Common Stock entitled to vote at such meetings. Our Chairman and Chief Executive Officer, has sole voting and dispositive power over all of the shares beneficially owned
hmmm w... t..
200,000 Series B shares convertible at 50: 1 --- She has already converted series B shares and granted herself another 10 million plus ordinary shares
Performance based????????
Annual payments starting at $50,000 increased by 100% per annum
So after 10 years that equates to?????
Who voted for that ?????????????????
Who goes to the AGM ????
Perhaps it is time to get the SEC to look closely at how this company operates
I think this woman has forgotten that the only reason this company has survived to date is that investors have tipped in $25 million dollars
After 10 years she has not been able to commercialize the technology - we just have to keep paying and paying and paying
And if SMME ever commercializes she has established a reward system which would make Gordon Gekko blush
Perhaps if her incentives were aligned to the share price, she might be less inclined to convert her series B shares
How many of those Series B shares are there in total??
Here ends my last contribution to this forum... anyway there may be no need for it soon
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