Email communications with Paul Knopick
Read from the bottom up. I'm trying to find out as much as I can. I doubt Ill get anywhere, but let's see. My responses are in red.
Paul,
That makes it worse for shareholders. We all know IR is there, and it needs to be addressed. As a public company, you can’t just put this stuff in a corner and pretend it doesn’t exist. Most of us understand the reasons a company goes public. I get that they needed to raise capital to move forward. We just need some transparency. I personally think that putting it in out in the open and telling us what is left to make IR go away would help. Right now, nobody knows, and they are afraid to buy. Some think we are close, some calculate that we are a year out. I realize it’s all dependent on pps, but a status update would instill some confidence.
Thank you for your continued response Paul, much appreciated.
From: Paul Knopick [mailto:pknopick@eandecommunications.com]
Sent: Wednesday, July 23, 2014 6:05 PM
To:
Subject: RE: Knopick: status update needed
They simply have not wanted to talk about Ironridge. They were pleased to be able to announce that Mammoth is gone. They had some issues with them.
Paul
From:
Sent: Wednesday, July 23, 2014 5:44 PM
To: Paul Knopick
Subject: RE: Knopick: status update needed
Now if they could give us some sort of idea on where we are at with ironridge. Is anyone able to give us any information? There has been much speculation on how the calculation period works, and how far along we are. That could instill some confidence, if we are getting anywhere near being done with the non-stop dilution.
Thank you,
From: Paul Knopick [mailto:pknopick@eandecommunications.com]
Sent: Wednesday, July 23, 2014 8:49 AM
To:
Subject: Knopick: status update needed
APT issued a shareholder update today.
This section talks about financials, share structure, loans.
Paul Knopick
COMPLIANCE & REPORTING
APT's greatest challenge to moving the Company public has been the audit. As stated in previous communication, the audit process has taken much longer than anticipated. This is due to the following reasons:
1. APT converted to a new ERP (Enterprise Resource Planning) system weeks prior to the audit. This caused significant challenges in the transfer of trial balances and files.
2. Former FROZ agreements required extensive derivative calculation work.
3. APT possessed equity and loan transactions dating nearly six years all in which required extensive testing.
4. APT's accounting process required critique and changes.
APT and its contractors underestimated the time required to complete this task. APT should have started the audit process prior to the merger/acquisition of FROZ. APT hopes the shareholders will remain patient and forgiving for the extra time taken to complete this task. APT is near completion as we are in the final phase of the audit. The executive management team at APT and its contractors have managed this process ethically and responsibly and no matter the consequence, will not compromise the process by cutting corners. We thank you for your attention and continued support.
Additional Items of Interest
Share Structure
Common Shares
We have 20,000,000,000 authorized common shares and 500,000,000 authorized preferred shares.
At the signing of the Share Exchange Agreement on March 27, there were 897,071,625 issued and outstanding common shares of FROZ. As of July 17, 2014, we have 5,394,024,814 common shares issued and outstanding. Of that number, 2,735,501,971 common shares were issued to the legacy investors and employees of APT, all of which are restricted for six months from the issuance date.
Since the reverse merger, APT strengthened the company by utilizing less than 9% of the authorized shares for debt conversion. This modest dilution was necessary to eliminate only that debt which restricted corporate growth. APT is stronger and better as a result, which serves long term shareholder interests.
Preferred Shares
We have four classes of preferred shares: A, B, C & E.
There are no shares of Class A Preferred Stock issued or outstanding.
Old FROZ management retained 500,000 shares of Preferred B Stock in accordance with the terms of the Share Exchange Agreement.
On May 9, 2014, we announced the creation of two new classes of convertible preferred stock, Class C and Class E, for exclusive issuance to the legacy investors and employees of APT. We authorized and issued 19,738,646 Class C Preferred Shares and 22,155,729 Class E Preferred shares exclusively to the people who worked tirelessly for years to develop our products and to get them on store shelves. Class C is restricted for 18 months from the issuance date and Class E is restricted for 12 months from the issuance date.
Equity Partners
The Company began operations in 2008 with angel capital investment and then financed production with working capital loans. We also utilized account receivable factoring companies that were expensive, placed limits on orders, and made it hard for us to manage our own cash flow. After reviewing several options and interviewing multiple firms, we selected IronRidge Global, Tangiers Capital, and Mammoth Capital as our partners to remove the liabilities from our balance sheet enabling the company to grow the business. Management made a strategic decision that was in the best long-term interests of the Company.
From:
Sent: Tuesday, July 22, 2014 4:51 PM
To: pknopick@eandecommunications.com
Subject: status update needed
Paul,
I know you are probably getting bombarded right now with the same questions I’m about to ask…but I have to ask. Sitting at the computer watching money disappear isn’t working. Where are our promised financials? It seems as though we, as shareholders, have been misled. We need some transparency. I’ve lost 70k in this, and that’s a drop in the bucket compared to a few others. Please give me something more than “financials are coming soon”.
Trying to stay positive, but we really could use something to be positive about.
Thank you,
Read from the bottom up. I'm trying to find out as much as I can. I doubt Ill get anywhere, but let's see. My responses are in red.
Paul,
That makes it worse for shareholders. We all know IR is there, and it needs to be addressed. As a public company, you can’t just put this stuff in a corner and pretend it doesn’t exist. Most of us understand the reasons a company goes public. I get that they needed to raise capital to move forward. We just need some transparency. I personally think that putting it in out in the open and telling us what is left to make IR go away would help. Right now, nobody knows, and they are afraid to buy. Some think we are close, some calculate that we are a year out. I realize it’s all dependent on pps, but a status update would instill some confidence.
Thank you for your continued response Paul, much appreciated.
From: Paul Knopick [mailto:pknopick@eandecommunications.com]
Sent: Wednesday, July 23, 2014 6:05 PM
To:
Subject: RE: Knopick: status update needed
They simply have not wanted to talk about Ironridge. They were pleased to be able to announce that Mammoth is gone. They had some issues with them.
Paul
From:
Sent: Wednesday, July 23, 2014 5:44 PM
To: Paul Knopick
Subject: RE: Knopick: status update needed
Now if they could give us some sort of idea on where we are at with ironridge. Is anyone able to give us any information? There has been much speculation on how the calculation period works, and how far along we are. That could instill some confidence, if we are getting anywhere near being done with the non-stop dilution.
Thank you,
From: Paul Knopick [mailto:pknopick@eandecommunications.com]
Sent: Wednesday, July 23, 2014 8:49 AM
To:
Subject: Knopick: status update needed
APT issued a shareholder update today.
This section talks about financials, share structure, loans.
Paul Knopick
COMPLIANCE & REPORTING
APT's greatest challenge to moving the Company public has been the audit. As stated in previous communication, the audit process has taken much longer than anticipated. This is due to the following reasons:
1. APT converted to a new ERP (Enterprise Resource Planning) system weeks prior to the audit. This caused significant challenges in the transfer of trial balances and files.
2. Former FROZ agreements required extensive derivative calculation work.
3. APT possessed equity and loan transactions dating nearly six years all in which required extensive testing.
4. APT's accounting process required critique and changes.
APT and its contractors underestimated the time required to complete this task. APT should have started the audit process prior to the merger/acquisition of FROZ. APT hopes the shareholders will remain patient and forgiving for the extra time taken to complete this task. APT is near completion as we are in the final phase of the audit. The executive management team at APT and its contractors have managed this process ethically and responsibly and no matter the consequence, will not compromise the process by cutting corners. We thank you for your attention and continued support.
Additional Items of Interest
Share Structure
Common Shares
We have 20,000,000,000 authorized common shares and 500,000,000 authorized preferred shares.
At the signing of the Share Exchange Agreement on March 27, there were 897,071,625 issued and outstanding common shares of FROZ. As of July 17, 2014, we have 5,394,024,814 common shares issued and outstanding. Of that number, 2,735,501,971 common shares were issued to the legacy investors and employees of APT, all of which are restricted for six months from the issuance date.
Since the reverse merger, APT strengthened the company by utilizing less than 9% of the authorized shares for debt conversion. This modest dilution was necessary to eliminate only that debt which restricted corporate growth. APT is stronger and better as a result, which serves long term shareholder interests.
Preferred Shares
We have four classes of preferred shares: A, B, C & E.
There are no shares of Class A Preferred Stock issued or outstanding.
Old FROZ management retained 500,000 shares of Preferred B Stock in accordance with the terms of the Share Exchange Agreement.
On May 9, 2014, we announced the creation of two new classes of convertible preferred stock, Class C and Class E, for exclusive issuance to the legacy investors and employees of APT. We authorized and issued 19,738,646 Class C Preferred Shares and 22,155,729 Class E Preferred shares exclusively to the people who worked tirelessly for years to develop our products and to get them on store shelves. Class C is restricted for 18 months from the issuance date and Class E is restricted for 12 months from the issuance date.
Equity Partners
The Company began operations in 2008 with angel capital investment and then financed production with working capital loans. We also utilized account receivable factoring companies that were expensive, placed limits on orders, and made it hard for us to manage our own cash flow. After reviewing several options and interviewing multiple firms, we selected IronRidge Global, Tangiers Capital, and Mammoth Capital as our partners to remove the liabilities from our balance sheet enabling the company to grow the business. Management made a strategic decision that was in the best long-term interests of the Company.
From:
Sent: Tuesday, July 22, 2014 4:51 PM
To: pknopick@eandecommunications.com
Subject: status update needed
Paul,
I know you are probably getting bombarded right now with the same questions I’m about to ask…but I have to ask. Sitting at the computer watching money disappear isn’t working. Where are our promised financials? It seems as though we, as shareholders, have been misled. We need some transparency. I’ve lost 70k in this, and that’s a drop in the bucket compared to a few others. Please give me something more than “financials are coming soon”.
Trying to stay positive, but we really could use something to be positive about.
Thank you,
