mike1991:
In April 2000, Larry Panik, Joe Stratter and Tom Simpson went to Iterated with a proposal to buy the SGI/IBM-PVS software. This software was originally delivered to TMMII in 1995 and was rejected by Steven Bender who said he was the Chief Technical Offer of TMMII. Mr.Bender said that TMMII was going a new direction and they didn't want it. Mr. Solan said this was a shock to him as TMMII, Iterated and a software development group from Savanna GA, that he couldn't remember the name of, had put millions of dollars and 10 of thousand of hours into it. He also stated that they had delivered what was known as VDK rev 1 thru rev 9 to TMMI and in his opinion that they, being TMMI, own the software. The code that was referred to as VDK 2.0 by DFI and DFMI that seem to be two different companies that is confusing, was bought by DFI with Thomas Simpson's signature, was the code that was in question. He sold the code to DFI with Mike Fernandez present and with his permission as Mr. Fernandez said he had copies of VDK 1.0-1.8 but had no copies of the VDK 2.0. He also stated that Mr. Simpson and Mr. Fernandez had told him that their intention was to move the code back into TMMI and Larry Panick was at this meeting and had agreed to the same or at-least didn't dispute that information. He said the difference between the VDK 2.0 and the earlier versions was the VDK was built specifically for the IBM power visualizations System, a type of super computer and the Silicon Graphics Onyx system also a million dollar super computer. They also added a source link into the palleting version so to be able to add a module that only Simpson and Kramer knew what it was or how to work on it. He said at this time Iterated still had the source code for safety and job security with the partnership with TMMI. He said that this is how TMMI was able to produce higher quality video than Iterated and they did try to figure out and duplicate what TMMI was doing and were unable. He also offered that TMMI has all the old code because Mr. Simpson had been there before they closed the company after the sale. The new owners had no interest in the video products that they had and Simpson had made an agreement with the new owners and pick up all the code. Simpson told him at this time that he was going to rebuild the code from the TMMI version 1.6 and integrate what he called the swathing technology that he and Kramer had built. He also wasn't worried about the code that DFMI had because they didn't have the swath technology because he didn't trust his engineers and apparently for good reason because he said that Simpson said that DFMI got the code from one of his engineers Jeff (he couldn't recall the last name) because he was promised money to steal the code for Panick and did, but never got his money.
You want to know something about Tom Simpson? OH yeah, Joe Stratter (bobwt) was at DFI/DFMI at the time. Read this:
History of DFI/DFMI 1999-2000
In late 1999 and early 2000, a group of 29 Total Multimedia, Inc. (TMMI), common shareholders banded together in an attempt to bring a fractal-based video compression technology to market and simultaneously bring value to their ailing TMMI investment.
These 29 TMMI shareholders (Venture Capitalists) used their combined 6,038,276 shares of TMMI common stock in a financing arrangement with Digital Focus, Inc. (DFI), of which Mr. Simpson was an agent, whereby Digital Focus shall provide certain funds to TMM for general corporate matters.
Acknowledgement for Agreement of Funding TMM and Digital Focus
TMM has entered into a financing arrangement with Digital Focus, whereby Digital Focus shall provide certain funds to TMM for general corporate matters. In consideration, Digital Focus shall receive TMM Preferred Series B shares. TMM understands that certain shareholders of TMM have contributed TMM common shares to Digital Focus. TMM will issue Preferred Series B shares to Digital Focus and Digital Focus shall distribute those shares as appropriated at the rate of one Preferred B share for each 200 common shares contributed. The Preferred B shares have, upon approval of the TMM common shareholders, certain conversion rights to TMM common stock. In the event that the TMM common shareholders have not approved the conversion within 90 days of closure of the offering herein, then TMM shall issue Preferred Series B shares to Digital Focus for distribution. In the event that the TMM common shareholders have approved the conversion within 90 days period, the contributing shareholders shall receive new TMM common (restructured) shares as approved.
Signed copy of above document
Share Exchange Agreement
Signed copy of Common to Preferred Conversion Receipt
During the time period from December 1999 through late February 2000, Mr. Simpson liquidated on the open market the 6,038,276 shares of TMMI that had been DTC’d to him, and the capital raised through the sales of these shares (at various market prices) was used by DFI (through Mr. Simpson) as venture capital. This venture capital provided the means for DFI to pay TMMI’s corporate operating expenses and assist TMMI in satisfying its debt obligations. These payments satisfied DFI’s obligations under the original Agreement of Funding (shown above) with TMMI.
In February of 2000, TMMI wasn’t able to comply with their obligations under the original Agreement of Funding and therefore, they weren’t able to issue to DFI the Preferred B shares of TMMI. In light of this potential breach of agreement, Mr. Simpson chose to issue shares of stock in DFI to these 29 Venture Capitalists in an effort to represent their investment.
It was understood by the Venture Capitalists that DFI was a private corporation and therefore not immediately tradable on any public exchange. Furthermore, it was the agreed upon intention of all concerned (e.g., the Venture Capitalists, Mr. Simpson, and those acting as DFI management and BOD) that DFI would (1) merge with a public entity (e.g., a "clean" reporting shell), (2) posture itself for acquisition, or (3) position itself for an Initial Public Offering (IPO). The understood goal was to have a "liquid" investment (e.g., cash or tradable common stock) within 6 to 9 months (e.g., September/October 2000).
On March 25, 2000, a shareholder’s meeting of DFI was held at the home of a shareholder (Dr. Lawrence Panik). At this meeting, we were informed of the following items.
DFI was made up of the 29 Venture Capitalists and the employees of DFI, namely Mr. Simpson and Mr. Robin Haskins.
DFI was presently negotiating with Iterated Systems of Atlanta, GA (Iterated) to purchase a video codec and source code for the sum of $500,000 plus a 5% ownership position in DFI (maintained with anti-dilution clauses).
Mr. Simpson, as CEO, had requested new funding to now develop the codec.
Mr. Simpson also stated that 30% of the original funding would be saved and used for taxes.
Mr. Simpson informed us that DFI was an "S" corporation and had 100,000 shares outstanding. He stated that no other shares other than Robin Haskins and himself had been issued and that no more shares will be issued without our approval. He did not inform us as to how many shares he and Robin Haskins had been issued. The Board of Directors consisted of Mr. Haskins, Mr. Simpson, and Mr. Dan Shields.
Mr. Simpson said based upon need, he would like to bring on Mr. Joe Stratter and Dr. Panik into the company. At that time, only Mr. Simpson and Mr. Haskins were employees of the company
It seemed appropriate to raise additional funds at the time, since DFI required additional capital to continue pursuing a public vehicle while bringing to market its fractal-based Codec.
From March 25, 2000, through May of 2000, several of the Venture Capitalists’ friends and family took the opportunity to participate in the growth of DFI, and as such, they brought in $260,300.00 of additional working capital to DFI.
Soon after the $260,300 in funding was received, another group of friends and family wished to make an investment. Therefore, 21 additional individuals (none of whom were among the Venture Capitalists or participants in the $263,000 investment opportunity) provided an additional $312,000 of working capital to DFI.
On March 28, 2000, DFI had established itself as a growing concern by acquiring the Codec from Iterated Systems.
April 25, 2000, there was a meeting in New York with Mr. Gary Singer (a Preferred Creditor of TMM), Dr. Larry Panik, and Mr. Joe Stratter of DFI. The purpose of this meeting was to discuss the purchase the Preferred TMM debt that Mr. Gary Singer owned. Mr. Singer agreed to sell his Preferred interest in TMM for the sum of 2,000,000 shares of DFI.
On April 26, 2000, a meeting was held in Palm Springs to discuss DFI business and strategy. Present at this meeting were Mr. Simpson, Mr. Haskins, Mr. Stratter, and Dr. Panik. At this meeting, Dr. Panik stated he had checks and commitments of more than $500,000 made out to Digital Focus, Inc. Mr. Simpson stated that with the increased number of shareholders, we needed to form a California "C" corporation to handle the more than 35 shareholders. At this meeting, Tom explained that the new structure would be as follows.
Shares:
Iterated Systems
5M
Tom Simpson
7.5M
Robin Haskins
7.5M
Joe Stratter (bobwt)!!!
3M
Larry Panik
3M
Gary Singer
2M
Ryan Eldred
1M
Shareholders of record
7M
Total
36M (of 100M Authorized)
On May 8, 2000, a new corporate entity was formed (partly due to the existence of another "DFI" and the fact that DFI was a "S" corporation). This entity was called Digital Focus Media, Inc. (DFMI). The Codec (the majority asset of DFI) was formally transferred to DFMI shortly after it was incorporated. At this time, the 29 Venture Capitalists were also migrated from DFI to DFMI.
On May 24, 2000, a first meeting was held with Mr. Chris Kitasaki, Esq., an SEC attorney working on behalf of DFMI/DFI. Present at this meeting were Mr. Simpson, Mr. Dobel, Mr. Haskins, Mr. Jones, Mr. Toni Principe and Dr. Panik
On June 2, 2000, a bank account was established in the name of Dr. Panik at California Oaks Bank (Account # 01-2001925) to hold the money that was collected until the corporate papers were received from the State of California.
The first Board of Directors meeting was held on June 9, 2000. Dr. Panik was not present. On June 10, 2000, the aforementioned personal bank account was transferred by Mr. Simpson to a corporate account (Account # 01-2009077). Dr. Panik was not present because he was hospitalized with a kidney stone.
In the early part of July 2000, before the next BOD meeting, Dr. Panik while examining the bank records discovered a check for $160,000 made payable to Mr. Simpson. The explanation given to him was that $50,000 was used for the new Iterated contract and the remainder was put in an escrow account for rent guarantee and could not be used for 6 months (e.g., until November 1, 2000).
On July 21, 2000, a meeting with Iterated was called to see the progress of the codec development and discuss further possibilities for the use of the Codec. Details are confidential at this time.
On August 1, 2000, during a meeting with Mr. Kitasaki, he suggested that a rescission letter to remedy the problems of DFMI’s corporate structure and the possible tax consequences to the shareholders be drafted and issued to all shareholders. Furthermore, he suggested to dissolve the DFMI corporate entity and use DFI.
On August 5, 2000, representatives of the company met with representatives of a technology company to demonstrate the codec and discuss our business plan. Details are confidential at this time.
In mid August of 2000, Dr. Panik was told that DFMI would not be using Mr. Kitasaki and that a Mr. Lee Alpert, Esq., was being retained.
During the month of August 2000, Dr. Panik had repeated conversations with Mr. Rick Ross, a tax planner, who repeatedly demanded the social security numbers of 8 shareholders for tax purposes. He repeatedly told Dr. Panik that there would be a tax consequence to those individuals who gave their shares to Mr. Simpson unless a stock swap could be accomplished. During Dr. Panik’s last conversation with Mr. Ross, he was told that Mr. Simpson had informed Mr. Ross that this issue would be worked out by the DFMI accountant, Mr. Tony Principe and CFO Mr. Tom Jones. Mr. Ross stated that Mr. Simpson was going to pay all taxes due for Tax Year 1999 and that those shareholders would have to pay nothing.
On August 25, 2000, while Mr. Simpson was in Hawaii, a wire transfer was made by Mr. John Dobel in the amount of $10,000 to cover personal bills of Mr. Simpson. On September 1, 2000, Mr. Simpson deposited that same amount back into the account after Dr. Panik brought it to his attention.
In early August of 2000, a letter was sent out to shareholders announcing a meeting at the house of Dr. Panik for September 16, 2000. Included with that letter was an agenda consisting of the following items: 1) voting for BOD, 2) name change from DFI to DFMI, 3) increase the BOD from 6 members to 9 members, and 4) amend the Articles of Incorporation to increase the number of outstanding shares from 100,000 to 100,000,000 shares. Originally, there was to be a formal recession offer presented to the shareholders at this meeting. This document was drafted by Mr. Kitasaki and delivered to the DFMI for review. Before any edits and suggestions could be delivered back to Mr. Kitasaki the plan to distribute the rescission document was abandon against Dr. Panik’s request.
On August 26, 2000, after a number of shareholders voiced their concern about the past and upcoming events, Dr. Panik sent a letter to the BOD of DFMI requesting among other things the accounting of shares.
On September 10, 2000, after no apparent response to the shareholder concerns, a certified letter to Dr. Panik was received from Mr. Michael Falkow (a member of the Venture Capitalist group) and forwarded to DFMI
On October 20, 2000, Dr. Panik read on the Internet message board of Raging Bull that Mr. Simpson of DFMI and TMM signed a Memorandum of Understanding (MOU). Dr. Panik made a telephone call to Mr. Simpson and confirmed that an MOU had in fact been signed between DFMI and TMM.
October 31, 2000, a letter was sent to DFMI and their corporate counsel, Mr. Alpert, by the Mr. William Salica, Esq., on behalf of several venture capitalist shareholders restating the demands of the September 10, 2000 letter sent by Mr. Falkow.
On November 9, 2000, Dr. Panik issued a letter of resignation from the BOD of DFMI after it became clear DFMI was not willing to work out the issues and demands set forth in the October 31, 2000, letter sent by Mr. Salica.
Also on November 9, 2000, Mr. Salica delivered a second letter on behalf of the venture capitalist shareholders that included a "Shareholder Proposal and Corporate Resolution Document" making another request for resolution of the issues and concerns set forth.
On November 15, 2000, Dr. Panik was removed as a signatory from the corporate bank account.
On November 22, 2000, Dr. Panik returned the DFMI stock certificate that represented the 3,000,000 shares given to him at the April 26 meeting in Palm Springs.
On November 25, 2000, Dr. Panik met with Mr. Simpson at Dr. Panik’s office in Corona, California, to discuss the share structure and problems with the company. Mr. Simpson agreed that the share structure needed to be changed, and that the shares issued to Mr. Haskins and himself would have to be cut back. Also, Mr. Simpson stated that the shares Mr. Dobel and Mr. Jones were issued would be converted to warrants and that they would be associated with performance and vesting.
NOTES:
At no time did any shareholder ever receive any kind of disclosure letter, information on private placement, etc.
At no time were any shareholders informed that shares had been issued to family and friends of Mr. Simpson and Mr. Haskins for no compensation.
At no time was there ever an accounting of what was received from all of the TMM shares sold.
The repeated efforts to get an accounting were postponed by Mr. Simpson or Mr. Simpson stated that those records were at his disposal. When Dr. Panik tried to research those records he could not understand them, and when he asked Mr. Jones the CFO to explain them, he was told that Mr. Jones was trying to get that information straightened out also.
Dr. Panik’s concern regarding the sale of the TMM stock in 1999 related to independent expert information that he (among others) would need to restate their 1999 Federal and State Tax Returns to account for the sale of those shares when an expert (working for Mr. Simpson) originally told him that the event was not taxable.
The following table illustrates these three (3) groups of investors based upon their respective investments:
Group
Amount of Capital Raised
Venture Capitalists
$1,300,000 (approximately)
First Group
$263,000
Second Group
$312,000
Total
$1,875,000
Although these three (3) groups of people were issued stock certificate receipts from Digital Focus Media, Inc., it has yet to be determined what the actual economic position in DFMI each person will ultimately have.
Thousand Oaks, CA-February 7, 2000: Total Multimedia, Inc. (OTCBB: TMMI), the developer of patented SoftVideo compression technology and software supporting multimedia content developers worldwide, announced today that Ryan Eldred has joined the TMM development team to bring a new level of audio sound to the high-resolution stills and video of TMM's SoftVideo and produce the next generation of the TMM SoftVideo player.
The new TMM player will allow users to access music libraries online and listen to Eldred's new patented "enhanced audio" that will provide listeners a surround sound experience through stereo speaker systems on computers and home sound systems. The new audio technology is available for preview to hear the difference that enhanced audio can make to the listening experience at the TMM website: www.tmmgroup.com.
"We are excited to have Ryan join our team," said Thomas Simpson, Digital Focus President and Technology Officer.
...
Ryan Eldred is a graduate of the Recording Institute of Technology and brings over 20 years of audio experience in the music production and feature film sound editing to TMM. He recently has performed sound work for feature film and television productions by Disney, Warner Brothers, Fox, and MGM, as well as producing and recording albums for various top artists.
ABOUT TOTAL MULTIMEDIA
Total Multimedia, is the developer of patented Soft Video compression technology and software supporting multimedia content developers worldwide. The Company's products enable the industry's highest resolution picture quality today while requiring extremely small computer file sizes and minimal data rates which promotes the ease of its use. Applications of the Company's current broadband-based product include SoftVideoÒ, and EZ Images utilizing TrueDefÒ compression. In development is a product for low bandwidth users equipped with 56K modems, which enables a "like-video" experience utilizing a unique streaming of still pictures over the Internet.
Simpson again; getting it yet? And bobwt (Joe Stratter) still hyping....
December 21, 2007
CALABASAS, CA -- TMM Inc. (OTC: TMMI.PK) announced today that it has completed negotiations with Tom Simpson and the principals of Digital Focus Inc., and their company doing business as TruDef Industries, to acquire all of their rights to enhancement work done of the TMMI fractal video codec developed in the 1990s.
The codec had been modified to successfully compress digital video solving issues that previously prevented fractal compression to work in full motion video.
The company announces it has received the enhanced version of the codec and are working on preliminary testing and product development of the next generation TruDef codec, details of which will be announced in the near future.
Fractal compression offers superior image quality than pixel-based compression since images are mathematically encoded, no pixels are saved. Video compressed in TruDef is resolution independent and can be expanded to larger sizes without image degradation inherent with pixel-based compression.
Company President Mike Fernandez stated: "I am happy to have finally completed the arrangements to acquire the enhancement work done on the TMMI fractal video codec. We believe there is a vast market for products that can reduce the file size of high definition video without reducing its quality. After all of these years we are looking forward to showing some examples of the capability of the enhanced fractal compression technology and the features and functionality that it can bring to the emerging market for high definition video."
Tom Simpson stated: "We are all happy to be working again with TMMI to bring a new generation of high definition compression products to the company. The market is searching for tools that can handle the data created by today's new high definition video cameras. We have for years seen the fractal-based product as the best solution to the file size demands of high definition video and the practical constraints of storage of raw high definition video; unfortunately computing power limited the ability of the codec to competitively perform in the video compression market of the 1990s. The new TruDef product can offer quality virtually undetectable from raw with substantial savings of file size."
AI
