SOMETHING SMELLS WITH ALL OF DAVID WALTERS DEALS...
Mr. David Walters, Founder and Principal of Cardiff Partners, LLC and Monarch Bay Associates, LLC, has extensive experience in investment management, corporate growth development strategies and capital markets
"On June 29, 2009, the Company entered into a Support Services Agreement with Cardiff Partners, LLC (formerly Strands Management Company, LLC) (the “Cardiff Agreement”). Matt Szot, our Chief Financial Officer and Secretary, is the Chief Financial Officer of Cardiff. David Walters, a director, owns a 50% interest and is a managing member of Cardiff. Pursuant to the Cardiff Agreement, in consideration for providing certain services to the Company, Cardiff is entitled to a monthly fee in the amount of $10,000.
The Company also issued 50,000 shares of the Company’s common stock to Mr. Szot pursuant to the Cardiff Agreement. The initial term of the Cardiff Agreement expires June 28, 2010. The Company incurred $60,000 in consulting fees under the terms of the agreement for the six months ended April 30, 2010 which is included in consulting expenses. No amounts were incurred for the six months ended April 30, 2009. On January 28, 2010, the Company issued 448,340 shares of common stock as payment in full of $50,000 of outstanding balances due to Cardiff. As of April 30, 2010, $19,000 was outstanding under the agreement.
On January 12, 2010, the Company amended the Cardiff Agreement. Under the amended Cardiff Agreement, Cardiff has the option to accept payment of outstanding cash compensation owed to it under its agreements with the Company in the form of shares of our common stock. The number of shares to be issued will be calculated by dividing the outstanding balance to be paid by 50% of the average of the closing prices for the Company’s common stock during the 20 trading day period ending one trading day prior to the date that notice accepting shares in payment is sent to us. In addition, under the amended Cardiff Agreement, Cardiff has provided and will provide the Company with transaction execution support services in connection with the HAC transaction, including due diligence, business review of relevant transaction documentation and audit support. As compensation for the additional services, in February 2010 the Company issued to Cardiff 2,500,000 shares of the Company’s common stock, a Series A common stock purchase warrant to purchase 2,000,000 shares of the Company’s common stock and a Series B common stock purchase warrant to purchase 2,000,000 shares of the Company’s common stock.
On June 29, 2009, the Company entered into an Employment Agreement with David Walters, member of the Company’s Board of Directors and its former Chief Executive Officer. Under the agreement, which had a term of one year, Mr. Walters received a base salary of $180,000, plus 500,000 shares of the Company’s common stock. On January 12, 2010, the Company amended the Employment Agreement with Mr. Walters. Under the amended agreement, Mr. Walters had the option to accept payment of outstanding cash compensation owed to him under the agreement in the form of shares of the Company’s common stock. The number of shares to be issued is calculated by dividing the outstanding balance to be paid by 50% of the average of the closing prices for our common stock during the 20 trading day period ending one trading day prior to the date that notice accepting shares in payment is sent to the Company. The Company incurred $45,000 and $0 under the terms of the agreement for the six months ended April 30, 2010 and 2009, respectively. On January 28, 2010, the Company issued 941,514 shares of common stock as payment in full of outstanding balances due to Mr. Walters totaling $105,000. As of April 30, 2010, no amounts were outstanding under the agreement."
Professor David Walters from Cardiff will be visiting the Industrial Relations Research Centre (IRRC) from 14 - 17 June 2011 to consult on Occupational Health and Safety (OHS) and precarious employment with Professor Michael Quinlan and other interested staff and students and he will also present a seminar paper (details to be announced).
