Personal opinion:
I have worked for a few different financial firms over the years and each time I've gone to work for a new financial firm, I'm usually handed a new stack of papers that I must sign in order to be an employee of the new firm. The short list of documents includes but is not limited to...(wording of the title of these documents may vary): Non Competition Form, Non Disclosure Form, Patriot Act (since 9-11), Employee Handbook, Code of Conduct and Ethics, etc.
So, let’s review some of these documents for a moment and understand what each means assuming that you are a person desiring to be hired by "Company A":
1. Non Competition Form - Clear and simple, if hired by Company A, you cannot go to work for Company B while employed with Company A, if Company B competes in any manner with Company A. You cannot work for Company B as a sub contractor, contractor, part time, full time, temporary employment, salaried, hourly, consultant, advisor, etc. Also interesting about the document is that it usually has a timeframe set forth within the document that states you cannot go to work for Company B immediately after leaving Company A. The consequences of violating this document are up to but not limited to: potential termination and legal action.
2. Non Disclosure Form - Very simple form which in basic terms means keep your pie hole shut and keep your $#!t together. The longer explanation is don't reveal any company: trade secrets, patents, business objectives, partners, clients, any document or any information that isn't "public" should be kept a secret, blah blah blah, etc, etc... This document also has a time frame, and varies in length but lets just say the average length is two years after an employee of Company A leaves, the employee will be held accountable to the Non Disclosure Form, or face potential, but not limited to: termination and legal action.
3. Patriot Act - This was implemented after 9-11 by the U.S. Federal Government, which in essence indicates that you understand the following:
a) Know your customer
b) Report suspicious activities
c) Know the threshold monetary transactions for reporting purposes…
d) Money Laundering
Individuals engaged in the financial industry are required to have an active and ongoing program to continually educate their employees and to make sure employees are aware of the importance of the Patriot Act, and are tested at least annually on the importance of the Patriot Act. The consequences of violating this document may include but not limited to: termination, legal action, prison.
4. Employee Handbook - Covers a number of things usually including but not limited to the chain of command, who to contact for various issues, various rules and regulations of the: company, industry, laws and regulations pertaining to the industry that the company is engaged in, etc etc. The consequences of violating this document may include but not limited to: termination, legal action by appropriate authorities.
5. Code of Conduct and Ethics - This one is usually accompanied by a test as well and usually administered on at least an annual basis. In basic terms the document or handbook states, "Don't be a dumb@ss." An employee may at a minimum be terminated for violating any of the rules in this book, (and perhaps some not even in the book), based upon if I can borrow from the military a phrase, "Conduct unbecoming of an officer." Usually, the higher the "rank” of the employee, the higher a standard is applied. The consequences of violating this document may include but not limited to: termination, legal action, independent legal action by appropriate authorities.
Ok, so with that out of the way, I'm now going to answer the question you posed earlier as far as what I think. My short answer: I believe management would have been fired if employed by Company A, if employed by my fictitious company scenario above based on perhaps 1, if not additional items as well.
I've indicated a number of times in the past and will indicate again that my posts containing research may result in false positives, meaning quite simply that my research may not always be correct. However if my research is/was correct, then in my prior post, it has the appearance that management is in fact engaged in other private companies and/or LLC's engaged in similar and/or the same business activities both in the past and present, that could potentially be interpreted as competing interests. Proving the aforementioned statement beyond a reasonable doubt is of course another matter, and therefore should be construed as conjecture.
Unfortunately, management is also on the board of directors for both companies, 141 Capital, ONCP.PK and Spooz, SPZI.PK, and obtaining information from private companies and/or LLC's to validate if these other business entities are in fact in competition may be rather difficult to prove. But once again, when I was employed by Company A, all Company A needed was an excuse and then point to the signed document indicating that I agreed to their terms that I wouldn't disclose information and/or work for another company.
However, the problem again comes down to management is also the board of directors in two publicly traded companies. As a shareholder who in good faith invested in these companies to provide management with working capital and the necessary funding for research and development costs, what if any recourse do I have as a shareholder if management doesn't act in good faith and protect the assets of the company or shareholder value through alternative private businesses held by management and/or unknown affiliations that have been allowed access to the assets of the publicly held companies either intentionally or accidentally? Unfortunately, I don't know the answer.
I do believe that management has a fiduciary responsibility to act responsibly, and while there have been setbacks, delays, credit crisis, intellectual property stolen (Spooz), etc etc. the problem is that between two publicly traded companies over a combined period of many years, the only productive item of revenue (albeit small in relative terms) was the short lived trading pool that existed via 141 Capital (Statement made based upon financial reporting and Press Releases). Other than the trading pool, the only other thing that was sold was another good story with more shares released and sold. In the interim, a number of other private companies and LLC's which management appears to have been affiliated with, continue to be ongoing, if not successful business entities. Moreover, if it can be proven that the other LLC which is engaged in similar if not the same type of business activity as 141 Capital was during the same time period, it would certainly appear to be a conflict of interest if not a breach of fiduciary responsibility of an officer of a publicly traded company. However, we are talking about Pink sheet publicly traded companies that are also non reporting and therefore, once again, I'm not certain what recourse a shareholder may have to demand that management act in a responsible manner to protect the assets of a publicly traded company and shareholder value. I do feel very strongly though that shareholders have invested a substantial amount of working capital into the companies to see that they are able to achieve business results and shareholders do have a rightful claim regarding their investment(s) in both ONCP and SPZI.
The same management of 141 Capital is the same management of Spooz and the viability of Spooz is presently in question as management has failed to communicate anything publicly for approximately one year. At this time, there have been a number of suggestions floated to encourage management to respond accordingly and appropriately to the concerns of the shareholders of Spooz. Unfortunately, to my knowledge nothing has transpired publicly that might be of encouragement to the Spooz shareholder. Since Spooz essentially spawned 141 Capital and many of the original existing shareholders of Spooz also invested in 141 Capital, a problematic scenario is unfolding for any new shareholder of 141 Capital, whereby the ongoing problematic scenario of Spooz will have to at some point I imagine, impact management's performance with 141 Capital. In other words, the viability of 141 Capital must also be taken into consideration as well, at a minimum due to the problematic scenario with Spooz and the Spooz shareholder. Also, Pink Sheets may impose a trade restriction against Spooz at a minimum due to management’s failure to publicly communicate. I also have to wonder what the National Futures Association would have to say, knowing how management has behaved regarding the management of Spooz and any future applications with the National Futures Association…
Management has the ability to turn the bilge pumps on and right both ships; however that may require that they relinquish some if not a large bit of control as far as their ability to manage the publicly traded companies and allow a true business leader with a proven track record of business strategy and execution to drive results. Unfortunately, without revenues, and ability to raise capital, their ability to attract and hire a business leader will be I imagine, limited. In the past, there have been a number of individuals that could have fit this capacity, but they apparently have all left, or rather run from 141 Capital/Spooz for one reason or another, and some of these individuals if you were to review their work history have simply removed any indication that they had anything to do with 141 Capital/Spooz.
In summary: I don't have high expectations for a positive outcome for 141 Capital/Spooz, and as a shareholder who has been long time supporter and shareholder of both in the past, all I can say is that I'm very disappointed.
The aforementioned is my opinion by request, based upon observations made on public information disseminated, and may or may not be the actual reality as limited information has been made public by the publicly traded companies of 141 Capital and Spooz. I will continue to be a shareholder as I have invested in both companies and as a shareholder own a portion of the patents, trademarks, trade secrets, and software, etc. The intent of the post is to try to encourage management to act in a responsible manner and protect the assets of the company and shareholder value. Finally, this post should not be construed as a suggestion to buy or sell shares in any way.
Sincerely,
funmaxus
