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Wednesday, March 21, 2012 12:52:46 PM
If you read MEG's SEC filiings, you will see that the company was a shell company with the sole intention of being merged/acquired. They even admitted to it in their own 10k. So what happened? Here is the timeline:
Fall 2010 - MEG (by own 10k admission) expresses desire to find acquisition partner
April 27th 2011 - Media Exchange Group announces Intellicell reverse merger
June 1 2011 - Goldfarb is appointed CEO of Atrinsic with the clause in his contract "For the fiscal year ending December 31, 2011, Mr. Goldfarb will receive a bonus of $200,000 in the event certain financing criteria are satisfied"
Also, Sharon Siegel is appointed VP marketing (both are partners at Unbound Partners LLC - management and consulting services) also with the clause "For the fiscal year ending December 31, 2011, Ms. Siegel will receive a bonus of $100,000 in the event certain financing criteria are satisfied" Kim Heavey is hired (merger and acquisition specialist)
June 3 2011 - Merger beween Intellicell/MEG is completed. Shareholders of MEG acquire Intellicell stock
June 6 2011 - MEG/Intellicell announces asset purchase agreement with Consorteum holdings. Consorteum is a developing media & advertsing corporation which has been acquiring other companies.
June 7 2011 - Goldfarb is appointed as Director of Intellicell (why? He has NO medical background - Because of his experience in finalizing deals with subscription service businesses)
June 30 2011 - MEG/Intelicell asset purchase complete (presumably with the help of Goldfarb)
June - Janurary - With the help of Goldfarb, Intellicell is able to raise significant revenue and transform their business (see sec filings)
September 15 2011 - Goldfarb (as CEO) brings on Nathan Fong. Nathan's prior venture was as CFO of The Orchard - a company which had successfully been acquired by Dimensional and gone private only one year prior. This deal was favorabe for all parties. Part of his contract includes "Mr. Fong shall also be granted restricted stock units to acquire 117,500 shares of the company’s common stock pursuant to our 2009 Stock Incentive Plan. The RSUs will vest with respect to 10,000 shares on September 15, 2011, 10,000 RSUs will vest in the event certain financing criteria are satisfied, and 32,500 RSUs will vest in each of calendar year 2012, 2013, and 2014". This is significant for 2 reasons - one is certain financing critera is mentioned agian. 2 - this is forward looking to 2014.
September 15 2011 - Ray Musci Resigns, however stays on the board. "In connection with his resignation, the company has agreed to grant Mr. Musci 50,000 restricted stock units and, in the event certain financing criteria are satisfied, pay Mr. Musci $200,000" What are the certain financing criteria?
November 2 2011 - Atrinsic voluntarily delists - presumably to get it's affairs in order and straighten the books.
December 1 2011 - Sharon Siegel completes the financing criteria (presumably) she was hired for and returns to Unbound Partners LLC.
December 1 2011 - Merger/acquisition specialist Kim Heavey completes her tasks at Atrinsic (to be determined) and returns to her consulting business
December 1-30 2011 - Atrinsic officially announces it is "winding down Kazaa" to focus on it's core advertising business. Brilliant Digital (holder of debt) takes Atrinsic's stock instead of cash. Meanwhile, Atrinsic sells unnecessary properties to raise revenue to pay over $1,500,000 in debt.
January 18 2012 - Stuart Goldfarb resigns as director of Intellicell. Intellicell meanwhile is a fast growing startup while in the care of Goldfarb.
January 30 2012 - Stuart Goldfarb completes "certain financing criteria" and resigns as CEO. He remains on BOD. Fong takes the helm until the BOD assigns a new CEO (TBD)
These facts are undisputed. The bashers can come in and bash, but at last provide facts like I have above. Goldfarb has a 100% success rate at transforming businesses such as MEG/Intellicell, also look at Compass labs where he is on the BOD who just got significant funding. Does this guarantee Atrinsic will be a success? No, but the likelihood of his first failure in 35 years is unlikely IMO.
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