Replies to post #48633 on Medizone Intl. (fka MZEIQ)

[Eli's Gone]

The basis of the promissory notes held by the Marshalls and Shannon are unpaid wages accrued prior to 2009:

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Transactions with Related Persons

On July 6, 2016, we issued promissory notes to Mr. Edwin Marshall, our former Chairman and Chief Executive Officer, Dr. Jill Marshall, Mr. Marshall’s wife and our former Director of Operations, and Dr. Michael Shannon, our President and a member of our Board of Directors. The principal amounts of the promissory notes issued to Mr. Marshall, Dr. Marshall and Dr. Shannon were $1,065,189; $444,583 and $111,109, respectively. The promissory notes were issued in settlement of our liability to these three individuals for accrued and unpaid compensation owed for periods prior to December 31, 2009. Payment of the amounts owing under the terms of the notes is due upon the earlier to occur of (a) a change in control (as defined in the notes), (b) the executive’s death or (c) the executive’s disability as (defined in the notes or in the respective executive’s written employment agreement). In addition, in the case of the notes payable to Mr. Marshall and Dr. Marshall, payment of the notes would be triggered by our failure to pay the executive’s base salary in accordance with the terms and conditions of the executive’s employment agreement because of disability.

[BenK]

"Remarkably, Ex CEO Marshall has said nothing to Medizone shareholders about why he did what he did and what he has in mind for Medizone and its shareholders.

Why?"

Marakis, that's not really accurate. Last May 22 I posted a message that Marshall sent to me, basically asking that it be shown to shareholders. Apparently he felt the need to explain himself.

Here's what he wrote (it echoes what Manti wrote recently):

"You may share this with the shareholders should you choose to. Please appreciate I will have nothing further to comment until the next affirmative steps are taken by the chapter 7 trustee, if then.

To summarize, here is my experience of the situation:

Following a review of the deep financial trouble Medizone was in over the past 12 months, and how much in arrears they were with us and almost all vendors, we filed an involuntary chapter 11 bankruptcy, along with others, with the intention of trying to stabilize the company.

On May 4th, I had communicated to the Board our intention to try and help the company. An email chain between Mr. Esposito, Mr. Dodd, Mr. Dodd's attorney and our attorney for the chapter 11, was all part of the communication history.

Mr. Esposito called me on Saturday, May 5th and we discussed our intention. I was frank on how seriously I saw the financial problems, but also tried to be as positive as possible with the intention of bringing help to the company. After all, my sources had been funding the company for decades prior to the management change of March 1, 2017.

Three days later, out of the blue on May 8th, Medizone filed a chapter 7 bankruptcy proceeding without any further communication. This filing put a stop on our reorganization effort. A company does have a legal right to file a chapter 7, and that is exactly what transpired.

Many of us are very frustrated and are trying to see ways in which some good might come of this. Should a very significant level of funding be forthcoming, it is possible to turn the 7 into an 11 again.

Honestly, this would appear to be a long shot. Once in a 7 the normal course of events is to see assets liquidated and the shareholders lose everything.

There are thousands of losers in this, certainly counting me and my family. Once the company filed the 7, the former management team is no longer in charge. I am not in charge. The court-appointed trustee is in charge.

I never saw this coming in March of 2017, but here we are today. If anything positive can be salvaged via the trustee, I will be sure to let you know. For now, it is in the trustee's purview.

Ed"

So we may disagree vehemently with his interpretation of the facts, but the reality is that he did present his side of the story, right or wrong as it may be, to the shareholders.