Geschrieben: 14 Aug 2020 14:58
Und der letzte Teil 3:
I and our financial consultant met
with our investor around June of 2019 to discuss the company
finances. I provided extensive financial reports and a proposed
going-forward plan. I emphasized that the company would run out of
money between December 2019 and February 2020, if no additional
funding was supplied. I reminded him that the original business
plan was for $XXX and that the company had started out
under-capitalized, and he had promised us more funding. The
investor said not to worry and that "when the funds were needed,
they would be available". He asked me to create a use-of-proceeds
document and said that once the document was reviewed and approved,
funding would be provided. This never happened, obviously. Around
September 2019, the investor stated that he was going through a
divorce and that his assets were all tied up for some indeterminate
amount of time.
Y informed Steve last year that he was owed $127,300 by the
corporation. Steve asked for some type of documentation. None was
ever provided. Keep in mind that this was never discussed, agreed,
or approved by anyone. The debt simply came out of nowhere. He
claimed that it was for "excessive amounts of time that he had
spent working for the company", but no prior warning was given that
this was coming. He then submitted to Steve a loan document which
required approximately a $9000/ month payment. All of this despite
the CEO's noting to everyone that the company could not take on any
more major debt and an additional funding was needed. Furthermore,
the loan documents stipulated that if any one payment was missed,
that person would acquire all property and goods of the company,
both tangible and intangible. This means for a $127,300 "loan", he
would acquire approximately $600,000 worth of inventory, plus all
of our contracts, intellectual rights, designs, etc. I told that
person that there was no way ANY CEO would ever sign an agreement
like this. I had several finance and legal professionals review the
contract and they all said the same thing (despite not having
spoken to each other)... That this was a ploy to try to acquire the
company out from MRG.
Because THAT didn't work, Y then sent an email last year directly
to our factory in China that is manufacturing the HAL product with
a contract directing them to acknowledge that he owned 100% of the
design of the HAL, stop manufacturing it immediately, and if that
was violated, he would take legal action and all damages were
payable directly to him personally. The factory refused to sign
this contract, obviously. This was never discussed this with me
prior, nor did they even CC me on this email. The factory contacted
our manufacturing engineer, who called me immediately and sent me a
copy of the contract. That was the first I knew anything about
this.
I called our investor right after this and I said that that was a
violation of EVERYTHING and that I had had enough. He said that we
shouldn't take any action against that person, as he was afraid
that person "would sue the company."
Because Y incorrectly informed the factory that he now owned the
design of the HAL with no prior warning or discussion (which was in
violation of our original covenants and agreements) AND threatened
to sue the company if we used HIS design without some written
agreement and the repayment of his $127,300 "loan", I hired X and Z
to completely re-design the HAL as a 100% MRG-owned design and take
it to production. This caused months of additional delays. This is
the design that is currently held by the factory in China.
Unfortunately, because of all of the misdirection, delays, and
now-24 months of redesigning, re-re-designing and general drama, by
the time we had a viable design to go to production, the company
had burned through almost all of the funds needed to pay for it and
the investor subsequently backed out of his agreement to provide
additional funding.
Despite having extensive reasons and documentation for terminating
one employee X, another person informed us that X was going to sue
us for "wrongful termination" and Y listed numerous things that X
was going to be filing. I asked X how he knew "so much detail"
about this. X said he was "just guessing". Our attorney had later
communicated with X's attorney and found out that Y had recommended
him to X. I asked Y about this and he said he had not done that.
Hiring an attorney for another employee to sue your own company is
an absolute violation of their fiduciary responsibility and cost
the company about $60,000 in settlement and legal fees. I told our
investor that there was no way I was going to use the company funds
to pay off someone who should have been fired months before because
of their terrible performance. I was not going to reward someone
for abusing their position and authority. The investor told me to
just settle and they would pay any resulting fees. I did that at
their direction and then they later backed out of the deal and MRG
got stuck with paying the $60k settlement and legal fees. This is
HORRIBLE and I could not stop it.
Because of numerous incidents with two people, the company spent
approximately $70k in legal fees that would not have been necessary
if everyone worked together properly. In addition, the company
wasted $40k paying a settlement to a person so we would not be sued
for "wrongful termination". He was also paid for two months for no
work, while he was on temporary furlough until we could determine
what to do with him. Our HR manager made sure we did everything "by
the book." This should never have happened.
In addition, we hired X and Z to redesign HAL numerous times and
wasted hundreds of hours arguing over details that were a total
waste of time. This resulted in racking up about $60k in excess
engineering consulting fees to correct a design that should have
been done correctly ONE time. Not over and over and over.
Our investor assured me that this was not going to be a problem and
he said: "Keep going, more money is coming". Our consultants will
testify to hearing and seeing this.
I invited our CPA to our annual board meeting at our attorney's
office in February of 2019. After talking to Y for about 15
minutes, the CPA walked out and tried to leave. I ran out and
convinced him to come back. After another couple of hours, he left
again. I asked him why he was doing this and he stated that Y was:
"Going to take this company from you and run it into the ground".
"You are never going to be able to work together...you need to get
away from him as fast as possible". He further stated that we had a
fantastic company, were going to make a bunch of money, and that it
was going to end up in a big lawsuit because of certain
individuals.
I repeatedly warned everyone for the last two years that this was
coming. I provided financial documentation every month as proof.
While they would always respectfully listen and discuss, no one
actually took any real action to prevent it from happening.
In 2019, Y and Z had a phone conversation that was apparently on
speaker. A third party overheard the conversation and told me part
of what Y said: "I am going to take over the company and run it my
way." Z called me right after that call and separately confirmed
what had happened. Z told me that I had better "watch my back" with
Y because he was planning a take-over". He would not elaborate
further.
Then, after all of that...
Because of Covid, our 2020 sales dropped by about $400,000 over the
last six months. Our investor also stated that his businesses were
hit very hard and he could now not invest any additional funds. We
had already paid the factory an enormous amount of money for
development, prototyping and tooling of the HAL. The money was not
"blown". We actually received a full production unit from the
factory that thousands of people saw at various conventions and on
the internet in 2019. We were all very excited to finally get this
product moving into final production.
As another note, our products were hit with a 15% tariff in
starting 2019, so the HALs would cost us about $60,000 to $90,000
more than planned. That was manageable, but very, very
painful.
I have asked several times for the minutes of the recent meetings
that the board has been obviously having. Holding these meetings
without my participation or input, especially voting new people to
board positions as they have done, is a violation of our by-laws
and general fair practice.
For the last six months, I have submitted financial plans to keep
the company going on a much-decreased basis and try to slowly
rebuild. I have created several financial documents that were sent
to all parties showing recommendations on how to accomplish this. I
have continually sated that we should find some way to fulfill the
HAL orders so as to not burn our customers. Our engineer even got
the factory to agree to split up the product into regular, smaller
shipments, so we could get them out faster.
I stated that I would NOT accept bankrupting the company and we had
numerous other options to be able to move forward. Every one of my
plans was rejected. The investor unequivocally stated that we
should close the company. Other board members clearly sided with
this action as well. On a conference call, Y told our investor to
not put any money onto the company, as it was not viable. I was
out-voted, and that pretty-much sealed the fate of the
business.
In summary, I tried everything in my power and even brought in
outside help, but still could not stop this. It is very clear to me
now that my vision for the company was NOT the vision that other
people had for it. I cannot prove that this project was
continually, deliberately delayed until it was no longer viable to
manufacture, but you can formulate your own conclusions.
Again, please be aware that for every single statement that I have
made here, I have witnesses and documentation to back it all up. I
am so sorry this has happened and I hope that the new management
will make everything right with the customers. I tried my best for
three years, but could not stop this from
happening.
Chris