LAW OFFICE OF TIMOTHY P. THOMAS, LLC.
October 31, 2019
My office has been retained by FLITWAYS TECHNOLOGY, INC. (FTWS) with regard to the debt conversion and issuance of 75,000,000 shares of common stock that is claims by EMA FINANCIAL LLC (EMA),.
FTWS disputes the stock conversion sale on several points and assets that this dispute must be resolved prior to authorizing any issuance of these shares.
The asserted shareholder has claimed to have made payment to FTWS in July 2017, for the purchase of the shares. FTWS does not have a record of the transaction or the receipt of funds by FTWS. The alleged shareholder has provided a copy of an alleged bank statements of a FTWS account. FTWS disputes that this statement is for a company account. The statement reflects an apartment address in Los Angeles, California, that was not a corporate address. The correct corporate address at that time was 400 Corporate Point, Ste. 300, Culver City, California.
FTWS has conducted an exhaustive search of its bank records to determine if such a payment was received and no evidence of payment has been found. In August 2018, FTWS filed an 8K to set forth prior management inappropriate actions that are being investigated in connections with the e time of the allege transaction.
The possession of such a bank statement by an investor, raises the issue of whether the investor was an insider, issuer, or investor of FTWS at the time and has insider information regarding the issuance. The transaction in question if for the amount of $99,200, not the $110,000 stated in Mr. Tal Tomer, esq.’s letter.
Additionally, the conversion rate does not appear to be correct. The note calls for a 30% discount 3 day look back. However, Mr. Tomer reflects a conversion at approximately 0.000032 of the FTWS par value of 0.0001. The conversion rate would be 1300% discount. These conversion rates would lead to a conclusion that the alleged shareholder would hold more than 5% of FTWS and has not registered as such on Form 13g.
This letter and the opinions herein are based solely upon the facts and assumptions set forth herein and is specifically limited to the investigation and examination completed to date. After this investigation I know of no facts which lead me to conclude that my opinion is not correct.
These above issues indicate that there may have been insider involvement and the need for further investigation prior to authorizing the conversion of shares. My clients position is that Rule 10b5-1 is being violated, together with Rule 144 and possibly some provisions of Rule 145.
FTWS therefore demands that you refuse the request to convert the disputed debt note or at the very least in an abundance of caution, deny the request to remove the restrictive legend on these shares.
Sincerely,
Timothy P. Thomas, Esq.
"Don't fall for the ol hook, line and sinker. There's a lot of that going on."
