Replies to post #51463 on Bitzio, Inc. (fka BTZO)

[investorpro1]

Yes, very much so
Thanks

[Arthur]

Bitzio itself is 80% owned and controlled by Flux Carbon Corporation.

On December 31, 2015, Bitzio acquired sole ownership of Viridis Capital LLC (“Viridis”) from FLUX Carbon Corporation (“FCC”), an entity owned by Kevin Kreisler.
In consideration for the transfer of Viridis, Bitzio issued to FCC 800,000 shares of Bitzio’s Series F Preferred Stock. The principal asset owned by Viridis at that time was 800,115 shares of Series D Preferred Stock issued by GreenShift Corporation (“GreenShift”), a Delaware corporation.

Each outstanding share of Series F Preferred Stock may be converted by the holder into shares of Bitzio common stock. The conversion ratio is such that the full 800,000 Series F shares convert into common shares representing 80% of the fully diluted common shares outstanding after the conversion (which includes all common shares outstanding plus all common shares potentially issuable upon the conversion of all derivative securities not held by the holder). The holder of Series F shares may cast the number of votes at a shareholders meeting or by written consent that equals the number of common shares into which the Series F shares are convertible on the record date for the shareholder action. In the event the Board of Directors declares a dividend payable to Bitzio common shareholders, the holders of Series F shares will receive the dividend that would be payable if the Series F shares were converted into Bitzio common shares prior to the dividend. In the event of a liquidation of Bitzio, the holders of 800,000 Series F shares will receive a preferential distribution equal to 80% of the net assets available for distribution to the shareholders.

Upon receipt of Mr. Blanchette’s resignation, Marilu Brassington, the sole remaining member of the Board of Directors, elected Kevin Kreisler to fill the vacancy on the Bitzio Board of Directors, and also appointed Kevin Kreisler to serve as Chairman and Chief Executive Officer of Bitzio. Information regarding Mr. Kreisler follows:

Effectively, BTZO is just a shell that KK used to get a $2.9M loan. That loan is almost certainly in default, so as all of BTZO and GERS assets were pledged against the loan, TCA Global may own GERS already.

6.1 Security Agreement . To secure the payment and performance by Borrower of the Obligations hereunder, each of the Credit Parties grants, under and pursuant to the Security Agreement executed by the Credit Parties dated as of the Effective Date, to Lender, its successors and assigns, an unconditional, continuing, first-priority, perfected security interest in, and does hereby assign, transfer, mortgage, convey, pledge, hypothecate and set over to Lender, its successors and assigns, all of the right, title and interest of the Credit Parties in and to the Collateral, whether now owned or hereafter acquired, and all proceeds (including all insurance proceeds) and products of any of the Collateral.

Also, the failure to produce timely financial statements trigger an Event of Default.

Section 4 REMEDIES.

Upon the occurrence and during the continuation of any Event of Default, Secured Party shall have all rights, powers and remedies set forth in this Security Agreement or the other Loan Documents or in any other written agreement or instrument relating to any of the Obligations or any security therefor, as a secured party under the UCC or as otherwise provided at law or in equity.
(...)
4.1 Possession and Assembly of Collateral. Secured Party may, without notice, demand or initiate legal process of any kind, take possession of any or all of the Collateral (in addition to Collateral of which Secured Party already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may at any time enter into any of Grantor’s premises where any of the Collateral may be or is supposed to be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of and Secured Party shall have the right to store and conduct a sale of the same in any of Grantor’s premises without cost to Secured Party. At Secured Party’s request, Grantor will, at Grantor’s sole expense, assemble the Collateral and make it available to Secured Party at a place or places to be designated by Secured Party which is reasonably convenient to Secured Party and Grantor.

4.2 Sale of Collateral . Secured Party may sell any or all of the Collateral at public or private sale, upon such terms and conditions as Secured Party may deem proper, and Secured Party may purchase any or all of the Collateral at any such sale. (...)

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