One does not need to be doing business, generating revenue, for there to be a conflict of interest. Revenue, product offers etc are not conditions for conflict.
Let me give you an example. A conflict could be building a company, hiring staff, developing products/infrastucture, directed by common senior management etc with the intent of competing. By all accounts it looks like the intent exist. Mix in a little unjust enrichment and there it is.
If there were a true BOD I am sure they would be advising on details. If the BOD found out about the other company I am sure they would take action. Their fiduciary responsibility comes into play.