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Global 8 Environmental Technologies Inc GBLE



GREY:GBLE - Post by User

Post by fountainofyouthon Sep 03, 2010 1:38am
284 Views
Post# 17411249

Shareholders Get Answers!

Shareholders Get Answers!From the shareholders' site:



Q.1 Why didthe Board of Directors take over the company last October?
A. It didn't exactly take over thecompany. What it didwas exercise its legally required role of taking legal decisions aboutimportant matters, in this case following the legal process to approve a SECfiling. But the very act of calling aboard meeting so angered CB that he decided to resign rather than work with theboard in a new way. (MB, an engineer from HDR, had already resigned a few daysbefore.) And RB was reported to be enraged. The result was that the boardsuddenly found itself in opposition to the former management instead of insupervision of them. You could call this an accidental coup, but it can hardlybe described as a takeover.

Q.2 Are RB, Chadand Don correct that the share price went down because of the takeover?
A. No. The share price had alreadyfallen to 6 cents before the new board asserted itsresponsibility to exert legal control. Considering that the company has beeninsolvent for years, the only reason the price has fluctuated is because RB etal, manipulating the psychology of investors, kept promising imminentmoney-making projects. But one can keep promising blue-sky results only so manytimes before people start to get wise. And when they do the sell more than theybuy. And when everyone is selling, the share price plummets.

Q.3 What about the15,000,000 shares Chad says Daniel Wolf gave himself!!!
A. That story is less thanhalf true. A compensation committee, made up of four independentshareholders, was formed on May 23 to advise Dan about salaries for the board.Given the fact G8 doesn't have any money, they suggested a one timedistribution of restricted shares. Several factors are involved:
1. It's not certain these shares will actually beissued and, if they are, they couldn't be cashed in large numbers withoutcollapsing the market! (I.E. - He'd get considerably less than 3 cents ashare.)
2. As he is still a company officer, even after thenormal restrictions are removed Dan isn't allowed to cashin more than 20% of his shares a year.
3. If RB's board does get in, they could refuse tolift the restrictions which means Dan, Tad and Julio won't have effectiveaccess to their shares.
4.No company executives in recent memory been underthe constant threat of legal action that RB has brought against Tad, Dan andJulio.
5. If any of us manage to recoup our investments,or better still make a tidy profit, it will be because of the labors of thesethree. (I.E. They will deserve a reward.)
6. These are all good reasons for giving them asubstantial distribution, but it's worth noting that they are alsoreceiving a far smaller compensation package than former CEO JavanKhazali who, according to the compensationtable in the plaintiff's proxy, waspaid $472,246. His original contract also included a sharedistribution which, if recalculated at today's share price, would be theequivalent of 12,500,000 shares.
7.This is what Dan actually "awardedhimself" on the recommendation of the compensation committee:

7,500,000 restricted shares to Daniel Wolf
4,000,000 restricted shares to Tad Simmons
3,000,000 restricted shares to Julio Ferriera

Q.4 I thoughtWolf "promised the shareholders that he was working for free and inthe best interest of the shareholders?"
A: While Dan's decision to keep doing his duty despite the fact G8couldn't pay him is admirable, that wasn't his original intention. Nor have Iheard/read of any "promise" to that effect. According to the 8K filing posted to the SEC site on Nov 16 2009 - exactly one month after theboard asserted its independence - "Mr. Wolf presently serves withoutcompensation of any kind; the Compensation Committee will produce acompensation plan in the near future." You'll find a similar entryfor Tad Simmons. So it's clear that Tad, Dan and Julio expected to be paid.Only the board's attempt to find business came to an abrupt stop when RB'sfollowers began their attempts to take back "their company." G8 hashad no revenue for the past 8 months and, consequently, the board was not paid.That led to Tad's resignation in January - he needed to make a living - but Danhas managed to skimp by.

Q.5 How could"the board" be so stupid as to hire an accountant who has lost hislicense?
A: Firstly, Richard Hawkins was hired as the company'sauditor- not ouraccountant - and he never lost his standing as an auditor from the PublicCompany Accounting Oversight Board (pp8,9 of the attached). The problem that CB, whoemailed a number of G8 shareholders, and one the Plaintiff's lawyers have beenalluding to arose when Hawkins was in China. His child support payments fell inarrears. (His personal assistant, who had been lookingafter the payments, is one of the reservists called up to serve inAfghanistan.) Hawkins actually ended up paying $1,000 more than required, butnot in the correct months! This triggered an automatic response fromCalifornia's computerized Child Support Department. This really hasn'tanything to do with Hawkins accounting, let alone auditing!, and was correctedin July.

Q.6 What about(putative "President") Jim Samaroden "jumping ship?"
A. That was a bad choice of words for thetitleof our story for the June 18 hearing andhas since been corrected. Samaroden hasn't informed us about his reasons forwithdrawing from the Las Vegas suit or his "Presidency." We know thathe did have a lot of money invested in the company and, as far as can beascertained, actually believed it was going to succeed. Jis name was notcarried forward onto RB'srevised proxy form.

Q.7 Will RandyGruber be the auditor if RB's board is elected?
A. No. Gruber wasnamed as RB's prospective auditor in theirMarch26andMay21 preliminary proxy forms and wasG8's auditor in 2008, but has informed G8 that he has not done any recent workfor RB, is not interested in performing the suggested audit and supports theboard's decision to assert its authority last October. He asked Wolf,"Would you follow-through to ascertain that I decline to serve as theCompany's auditor." As far as we know he has not informed RB, but wasn'tasked if he wanted to be auditor in the first place. The other side didn'tmention a proposed auditor since their revised proxy form came outon July 26 2010. They merely ask shareholders to vote against Richard Hawkins.

Q.8 Why didn't theboard file the 2009 audit that was available?
A. The audit in question was actually a resubmissionof the 2008 that RB hired Richard Hawkins to do and the board approved onOctober 16 2009. (#21 on p 13 of the attached). RB committed to paying Hawkins for his work but, once it wascompleted, refused to pay. He challenged the board to pay for it. Unfortunatelyhe left them only $24 to work with. It's not known why Hawkins, rather thanGruber who did the original audit, was chosen to do this work.(p 15 of the attached)

Q.9 Whatabout CB's statement that Wolf's "accomplices" have awardedthemselves millions of shares?
A. This isn't true, no matter what Chad actually meant.The most logical interpretation of his statement is that members of the ad hoccompensation committee that met on May 23, toadvise Daniel Wolf how to compensate the board for its services, alsoawarded themselves millions of shares. Read the minutes (pp.39-40 of the attached), theydidn't "award" themselves anything. Nor has Wolf bestowedsubsequently shares on them. Another interpretation of Chad's accusation couldpoint to former board members Tad Simmons and Julio Ferreira, who are toreceive shares as a result of that meeting. Only weren't involved in thedecision making process. In fact they wouldn't have known about the sharesuntil after they were awarded. (see Q.3)

Q.10 What’s Daniel Wolf’s connection to that “pump & dump” Sierra goldCorp (SGCP)?
A. This is another of the allegations comingfrom RB’s supporters at Stockhouse.com, which in our opinion is a totallyunreliable source, and it needs to be addressed in stages:
1. Daniel Wolf hasn’t done any work for Green Giant Venture Fund.(I.E.- he doesn't have any connection to the Sierra Gold Corpcontract) They have talked about possibilities, including a carbon creditproject for G8, but so far nothing more.
2. Is the is Green Giant Venture Fund (GGVF) responsible for SGCP’sactions? The same question could be asked of HDR’s “partnership” with GLBE.This almost corresponds to the period covered by the 2006 (year end) to (June30) 2009 financials, during which $13,856,372 (83.46%) of GBLE’s $16,601,039expenses went to consultingfees. In HDR’s defense, case, they offersa partnershipprogram for "all businesses –large and small" and, being a private company, has nothing to pump or dump. While Green Giant isn't a publicly tradedcompany, it is a private venture fund with some investors. Both HDR and GreenGiant do business with publicly trading companies.
3. Is SGCP a pump and dump? Unlike GBLE, whose SEC filings show"0" revenue since it’s inception (in 2000), SGCP actually doesproduce. Theirmost recent pressrelease states “during the first6 months of 2010 the Company produced 197 oz of gold and 137 pieces (52 carats)of diamonds.Some details from theDec31 2009 financials: Gold sales were $290,900, whichis less than $322,695 paid out in wages, consulting fees and accounting costs.(There was, in addition,deferredmanagement wages of $180,000 - which was the total for management.) LikeGBLE, SGCP's principal source of income is selling stocks sales and thisbrought in $659,300 during 2009. While this company is definitely losing money,it looks far more legitimate than GBLE (which has spent more than $30 millionof shareholder's money without producing anything.)

Q.11 What about some of Wolf's other connections to othersuspicious companies?
A. Consider where theseaccusations are coming from. RB's supporters on Stockhouse.com's GBLE sitedefame anyone who opposes them. Companies with some connection to Daniel Wolfare special targets.

Piclopediais aopen-source web-based volunteer project created to provide appropriate-technologyplans to farmers and artisans in developing countries. Wolf doesn't get a centfrom it!Terra Segura Internationalisrecognized as a non-profit tax-exempt organization by the IRS, but the State ofCalifornia lost their nonprofit paperwork. Wolf has the paperwork but hisattempts to communicate with the appropriate office were stymied when no oneanswered the phone because of budget crisis furloughs.

Ploughshare Technologies was incorporated in Nevada in 1998 butreincorporated in California after a Vancouver, B.C. capital raiser causedliability problems. During the Tech Crash in 2002 the company cametantalizingly close to securing a Pentagon contract to develop Wolf's land mineclearing technology but a Congressional spending "haircut" eliminatedthe authorizing language, leading to Wolf's shutting the company and allowingit to be suspended.VentlessCombustion & Energyis a developer of a CO-negativerenewable energy technology founded by the grandson of Jack Northrup, theaviation pioneer, who Wolf has coached and advised for some years. It wassuspended briefly in 2002 for nonpayment of corporation fees; Wolf was a Directorafterwards in 2005-2007. VC&E is still at work, and is a private company,so forget any ideas about it being a pump and dump, which can only be done withpublicly traded companies.


Q.12 Was RB moneylaundering?
A. The most authoritativesuggestion of this comes from auditorRichardHawkins, who described thesituation, when he met with RB in March 2008, as:
1.The Company under the control ofmanagement who RB appointed had not done any business for the past 8 years andhad generated
revenue.

2.The Company at that time hadapproximately $20,000,000 retained deficit.
3.Over the prior 8 years the Company hadgone through various stages of re-incarnation in an effort to do find asuccessful business and could not find any.
4.80%of the proceedsfrom the sale of the stock was paid to insiders andrelated parties of RB.
He concluded that “this was an illegal laundering scheme ....”Though they haven't cited thepossibility of the alleged money laundering, Hawkins raised the same evidencesthat prompted some shareholders to support the board in its a assertion ofindependence from RB's control.

Q.13 What about the Board's alleged pump and dump scheme?
A. The evidence wasanemail which Grant Galloway, of the Green Giant Venture Fund, claims wasmeant to draw RB out. He wrote RBthat "if its too far gone for you to get control of again..then wecrank the stock up, get out of 80% of your and my paper, let the fool-eos(Julio,Tad ,and Daniel) claim it as there good doing, then crush the priceto sub pennies..and move on you take short, give me a bunch a paper ...youknow the rest ..we both win, they lose..." Galloway subsequently toldDaniel Wolf that while Branconnier expressed interest, he had never intended tofollow through himself. Someone hiding behind the assumed identity of"Tiktock" later posted Galloway's email to the GBLE board onStockhouse, where CB is quoted making the following illogical connection,"We always wondered what the group Daniel, Tad and Julio were up too ..."

Q.14 Why does TadSimmons do business under a "fictitious name?"
A. Registering as a"fictitious business name," or DBA (short for "doing businessas"), eliminates the necessity of incorporation and is one ofthe least expensive methods to legally do business. While some US statesrequire registration with their Secretary of State or another state agency,most deal with this at the county level. As the boys at Stockhouse have pointedout, Tad has registered his venture capital company (GreenSource) with theCounty Clerk of San Diego, California, in 2001.

That has not been his sole occupation, Mr Simmons has a history ofaccomplishment. He startedGober Gear, Inc. (which still makes Bicycle trailers) while he was stilla staff engineer with Science ApplicationsInternational Corp (SAIC) and went on to obtain hisMBA from the University of Phoenix in 2002. He was behind the introduction of solar energy products in Home Depot stores 2004/05;"completed the construction, delivery and installation of a 50,000 lb.industrial digital x-ray system" and "created project plan fordevelopment of computer controlled tracking system for a 25kW solar energyproduct." In addition to his business activities, Tad has been aninstructor at ITT Technical Institute since 2006. (You'll find much moredetail in his resume.)

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