This email by STEVE MILLS...is a complete LIE. So perfectly crafted.....I offered them a SIGNATURE CARD on my ACCR account, and they all said NO....IT WAS MY SSA DISABILITY MONEY.....AND MR. XU ALLOWED ME TO WITHDRAW MY OWN MONEY!!!!!
We don't want to be SIGNATORY on the ACCR checking account. There is so much garbage in this email sent to me 4/19/2021 at 10:30pm EST. This was my SSA DISABILITY money and they knew this!!! Bunch of LIARS! The JUDGE will figure out all my TEXTS and EMAILS...whooof....over 1GB of emails where I worked and tried so hard over the years...and then I am betrayed.
We all agreed these were ESTIMATED EXPENSES! Quit the crap, and GIVE ME MY CONTROL BLOCK back, as DIRECTOR OF ACCR, I DEMAND YOU DO THIS.
Thank you for reaching out regarding the company. I think that you
may have only received part of the story. I do have a few questions
regarding your demands. One, why are you demanding $50k when it is
only alleged that $15k (including your fee)has not been paid? You
may still be paid if you will itemize your bill and so far you have
refused. You will not be paid without a detailed bill.
Two, why do you feel that a contract can be altered after it has been
signed? As an accountant, you know better than that.
Three, Patrick is already legally obligated to provide all of the
passwords and other information.
You are making demands that you have no legal right to make and
Patrick already is legally obligated to perform. Regardless, your
demands are not reasonable and you, as a business professional,
should know that.
But apart from that, here is my response to Patrick:
On March 10, 2021, you sent us a copy of a screen shot of the ACCR
bank statement that stated that there was a balance of $15,865.36 in
the account. On that same day, you texted me a copy of a handwritten
statement that stated as follows: “ACCR checking today $15,865.00 +
$25,000.00 deposit to ACCR. 41k-15k estimated expenses 26k balance”.
So, while you stated that there were other debts, your statement was
that the company had the funds to pay those debts. You also sent me a
copy of the balance sheet for December 31, 2020 that you alleged was
prepared by the auditor and it showed that the only debts owed to
anyone, but you were $60.00 for accounts payable and the PPP debt.
On March 12, 2021, you sent me a list of proposals that you wanted to
add to the purchase agreement. Among those changes were your request
that you be able to keep the funds in the business account. You also
asked about having no dilution and no preferred shares. None of these
requests were granted and placed in the final SPA. But the one thing
in that March 12, 2021 email that is relevant to this discussion is
the following statement from you: “My understanding for requesting the
$25,000.00 was to ensure the transitional costs to the new operation
were adequately covered and this was not for the purchase”. You
admitted that you knew the $25k was for the transition to the new
business and you said nothing about it being used to pay for old
expenses. When you discussed assumed liabilities in the March 12,
2021 email, you stated: “Assumed liabilities-One Comment-ACCR is a
Florida corporation, not a Delaware corporation.” You never said a
word about paying old bills. None of your suggestions were added to
the SPA.
On March 16, 2021, at 11:11 am, I emailed you a copy of the stock
purchase agreement. I specifically told you “Make sure that you read
carefully to fully understand the agreement.” At 11:23 am, Mr. Xu
signed the agreement. He did it again at 11:37 after you
said that you did not see his signature. At 12:24 pm, you signed it
and returned it by email. It was in that email that you asked Mr. Xu
for an additional request: “Please, no reverse, and no dilution for
just a little while”. This request had already been deliberately
left out of the SPA.
The agreement that you had just signed addressed the issues of other
debts owed by ACCR. Your written agreement stated on Page 2,
Paragraph 4 d:
“Other Debts of the Company. To the Seller’s knowledge, there are no
other debts owed by the Company except those provided by the Seller in
the document titled “Debts and Liabilities of the Company” which is
attached hereto and incorporated herein. Seller will indemnify the
Buyer for any existing debt that is not disclosed in this agreement up
to $25,000.00 that the Buyer is required to pay on behalf of the
Company.”
Apart from the actual wording of the contract, (where you stated that
you had been given the opportunity to discuss with an attorney other
than me), your statements in the return email suggests that you were
agreeing that no other bills existed.
As part of your response after agreeing in writing that there were no
other debts, you then wrote:” $25k closing. My estimates just like I
told you Robert. 10K Ben the PCAOB. 8K ACCR down/globenewswire
bill/ta/everything shut down here left over about $7kbill for
accounting. That will be all. GO ACCR!!!”
As you stated, the 15k in additional expenses was true to your
estimate. However, we now know but you failed to disclose at the
time, you spent the $15k that was in the account the previous week.
At no point in these emails or texts did you say that you needed an
additional 15k to pay other bills. By your own statements from the
prior week, there should have been 15k in the account to cover the
remaining 15k in bills. Your email response was consistent with your
statement from the prior week that stated there was 15k in the company
account.
But apart from that, you sent these requests after you had signed the
stock purchase agreement.
On March 16, 2021 at 6:05 pm, you texted me “Steve thank you for
everything. No reverse and no toxic funding + no shorting. This was
all I asked of Robert”. Again, there was nothing suggesting that you
were expecting any additional funds.
But most important, you did not ask that the SPA be modified and
neither Mr. Xu nor I agreed to change the SPA that you had signed.
On March 17, 2021, at 11:50 am, you texted me a copy of the signed
stock power that you signed transferring 160,050,000 common shares to
Mr. Xu.
On March 17, 2021, at 5:46 pm, you then sent me an email that with
$25k in escrow, 17k of that would go to Borgers and you needed $7k for
accounting and $8k to wind down operations. At no point did you
mention that during the 7 days between March 10 and March 17 that you
had spent over $15k of ACCR’s money. Based upon your last discussion
with us, there was enough money in the account to cover those
expenses.
At 8:47 pm, I asked for clarification of the 17k for the audit. As I
stated in the follow up emails, I wanted details of the expenses to
confirm the debt. I was not disputing the debt at that time, but you
still had not disclosed that you had spent the $15k in the company
account.
On March 18, 2021, at 8:21 am, you announced again that there was 15k
in other expenses that needed to be paid. Yet, you still did not
disclose that you had spent the 15k during the past week. Although
your written agreement had not disclosed the extra $15k, there should
have been $15k in the account to cover those charges so it should not
have been a big deal. But you had spent the money without telling
us. We had negotiated in good faith and you misled us. $15k in cash
should have offset the $15k that you claimed to be owed.
On March 19, 2021 at 7:57 am, you sent me a screen shot of the
company’s bank account showing a balance of $69.18. You
inadvertently told us for the first time that you had drained the
company’s account during the period between March 10 and 19th. No one
ever agreed to allow you to drain the company account.
Later that morning I sent you the paperwork to resign from your
positions and you resigned but you did not send the passwords to the
social media, EDGAR and OTC. You sent the wiring instructions to
your account. Even though you did not send the passwords, Mr. Xu sent
the $25k directly to you and did not use me as an escrow agent. This
was done at your insistence because you needed the money immediately.
Based upon the signed agreement, Mr. Xu agreed to pay $25k toward the
expenses related to getting current with the SEC. Mr. Xu and I
understood that the remaining PCAOB audit bill was part of the
promised $25k. The remaining $8k would be spent with filing fees,
etc. At no point in the agreement did Mr. Xu agree to pay any expense
with the remaining $8k except expenses related to the SEC filings.
The press release bill or Mr. Black’s bill are not related to becoming
current with the SEC. With that said, we have never said that Mr.
Black will not be paid. We will require a definite statement of his
services. We will assess his bill once we have the necessary
information. And for the remaining $8k of bills, you stated that
only an invoice for $1k was owed for press releases. You have never
told us for what purpose the other alleged bills are due. You cannot
expect Mr. Xu to pay any bill that you have not adequately documented.
These bills may still be paid but you will not be given a dime until
you show exactly the purpose of the funds.
I have asked you several times to specify how you believe that the
contract was broken, and you have not produced any specific
allegations or evidence of any breach or fraud. You have made a lot of
accusations that you cannot support because you make up stories to fit
your narrative. Mr. Xu has not had time to conduct any business at
this point. You have consistently harassed him, slandered both Mr. Xu
and me, and wasted everyone’s time. You will benefit when this deal
is completed. Be patient and you can recover your investment and
spend more time with your wife as you care for her. Let him get to
work.
--
Stephen Mills
