FYI( copy from another board)Punch TV Prepares to
Post# of 45510
Posted On: 11/09/2014 8:03:58 PM
FYI( copy from another board)Punch TV Prepares to Sue IC Punch Media and Steve Samblis for $50 Million
Punch TV Network, Inc. CEO Joseph Collins stated today that Punch TV intends to file a $50 million lawsuit against his former company, IC Punch Media, and his former partner, Steven Samblis, for defamation, intentional interference with economic advantage and fraud, as well as seeking punitive damages and injunctive relief barring Samblis from further tortuous and fraudulent actions against Punch TV.
In July of 2012, Samblis, CEO of IC Places, Inc. (a publicly traded company) and Mr. Collins entered into an Asset Purchase Agreement wherein IC Places would receive the assets of Punch TV and Mr. Collins would receive controlling interest in the company. The parties also agreed to change the name of the company to IC Punch Media, Inc. In addition, Samblis and Mr. Collins executed an employment agreement, which stated that after 3 months, Samblis would step down and Mr. Collins would step in as CEO of IC Punch Media.
After executing these agreements, Samblis refused to step down as CEO, and produced an employment agreement, signed only by himself and pre-dated to November 18, 2005. This agreement granted Samblis the CEO position until 2025, and included a provision to authorize the issuance of additional shares so that he would always maintain majority control.
The provisions of this alleged agreement contradict the provisions in the Asset Purchase Agreement and Employment Agreement Samblis had just signed with Mr. Collins. For reasons that Samblis refused to explain, this agreement was between him and a company called Greystone Park Enterprises, Inc.; however, Samblis asserted that this agreement superseded Mr. Collins’ employment agreement, and effectively took the company hostage.
Prior to entering into these agreements, Mr. Collins performed a thorough due diligence on IC Places, including requesting all relevant agreements. Samblis failed to disclose his alleged Employment Agreement at that time. Further, Mr. Collins audited all previous SEC filings for IC Places, all signed by Samblis, and not only was there no mention of this agreement, the annual statements for years 2008, 2009, 2010 and 2011 expressly state “There is no employment contract with Executives or Directors at this time. Nor are there any agreements for compensation in the future. A salary and stock options and/or warrants program may be developed in the future.”
Samblis did not disclose his employment agreement to the SEC until September 30, 2012.
If his Employment Agreement is legitimate, Samblis may have committed fraud on two counts. First, his failure to disclose it prior to entering into the agreements with Mr. Collins, especially when requested to do so during due diligence, could constitute fraud in the inducement. Mr. Collins states that he never would have entered into these agreements had he been aware of Samblis’ employment agreement. Second, his failure to disclose this agreement in his SEC filings may constitute securities fraud.
If this agreement is, in fact, fraudulent, then Samblis has made false statements in his September 30, 2012 quarterly filings, and all subsequent filings, by including the details of a fraudulent employment agreement.
The issue regarding Samblis’ alleged employment agreement prompted Mr. Collins to file a complaint against Samblis with the SEC in April of 2013.
In May of 2013, as a result of Samblis’ refusal to rescind his alleged employment agreement, his continued interference with the execution of Mr. Collins’ properly executed employment agreement, his alleged securities fraud, and his continued interference with the operations of the company, Mr. Collins rescinded the Asset Purchase Agreement, effectively terminating the business relationship and returning the property to Punch TV.
Immediately thereafter, Samblis began his attack on Punch TV Network and Mr. Collins.
His attacks began on Facebook and other social media sites. His ramblings seemed to be made up on the spot with little or no basis in reality. Telephone calls starting coming into Punch TV from advertisers, partners, and anyone affiliated with Punch TV demanding an explanation.
Samblis then contacted the auditor for Punch TV, Inc., the company that Mr. Collins is considering taking public, and made false accusations and misrepresentations. This act of fraud and defamation will cause additional delays in filing with the SEC.
Most recently, this week he contacted YouTube and Vimeo, and falsely claimed copyright infringement on the videos that Punch TV posted on those sites. These sites were required to remove these videos until Punch TV can prove that there was no infringement. These videos were an integral part of Punch’s TV's business and removal of them has interfered with Punch TV’s advertising, marketing, promotions and fund raising.
“Enough is enough,” said Mr. Collins, when asked about the lawsuit. “We need this man out of our lives and out of our business.” When asked about Samblis, he comments, “He is an embarrassment. In my opinion, he has proven beyond a shadow of a doubt that he is incapable of running a public company. It is most unfortunate that his unprincipled character and unethical actions have done so much harm to a company that at one time had such great potential. It is even more unfortunate that he has mismanaged the company to the point where the stockholders of IC Punch Media could lose their entire investment.”
For more information, please contact
Joseph Collins
Punch TV Network
(323)965-7862
Media@PunchTVNetwork.com
https://www.prbuzz.com/entertainment/188013-p...llion.html
Punch TV Network, Inc. CEO Joseph Collins stated today that Punch TV intends to file a $50 million lawsuit against his former company, IC Punch Media, and his former partner, Steven Samblis, for defamation, intentional interference with economic advantage and fraud, as well as seeking punitive damages and injunctive relief barring Samblis from further tortuous and fraudulent actions against Punch TV.
In July of 2012, Samblis, CEO of IC Places, Inc. (a publicly traded company) and Mr. Collins entered into an Asset Purchase Agreement wherein IC Places would receive the assets of Punch TV and Mr. Collins would receive controlling interest in the company. The parties also agreed to change the name of the company to IC Punch Media, Inc. In addition, Samblis and Mr. Collins executed an employment agreement, which stated that after 3 months, Samblis would step down and Mr. Collins would step in as CEO of IC Punch Media.
After executing these agreements, Samblis refused to step down as CEO, and produced an employment agreement, signed only by himself and pre-dated to November 18, 2005. This agreement granted Samblis the CEO position until 2025, and included a provision to authorize the issuance of additional shares so that he would always maintain majority control.
The provisions of this alleged agreement contradict the provisions in the Asset Purchase Agreement and Employment Agreement Samblis had just signed with Mr. Collins. For reasons that Samblis refused to explain, this agreement was between him and a company called Greystone Park Enterprises, Inc.; however, Samblis asserted that this agreement superseded Mr. Collins’ employment agreement, and effectively took the company hostage.
Prior to entering into these agreements, Mr. Collins performed a thorough due diligence on IC Places, including requesting all relevant agreements. Samblis failed to disclose his alleged Employment Agreement at that time. Further, Mr. Collins audited all previous SEC filings for IC Places, all signed by Samblis, and not only was there no mention of this agreement, the annual statements for years 2008, 2009, 2010 and 2011 expressly state “There is no employment contract with Executives or Directors at this time. Nor are there any agreements for compensation in the future. A salary and stock options and/or warrants program may be developed in the future.”
Samblis did not disclose his employment agreement to the SEC until September 30, 2012.
If his Employment Agreement is legitimate, Samblis may have committed fraud on two counts. First, his failure to disclose it prior to entering into the agreements with Mr. Collins, especially when requested to do so during due diligence, could constitute fraud in the inducement. Mr. Collins states that he never would have entered into these agreements had he been aware of Samblis’ employment agreement. Second, his failure to disclose this agreement in his SEC filings may constitute securities fraud.
If this agreement is, in fact, fraudulent, then Samblis has made false statements in his September 30, 2012 quarterly filings, and all subsequent filings, by including the details of a fraudulent employment agreement.
The issue regarding Samblis’ alleged employment agreement prompted Mr. Collins to file a complaint against Samblis with the SEC in April of 2013.
In May of 2013, as a result of Samblis’ refusal to rescind his alleged employment agreement, his continued interference with the execution of Mr. Collins’ properly executed employment agreement, his alleged securities fraud, and his continued interference with the operations of the company, Mr. Collins rescinded the Asset Purchase Agreement, effectively terminating the business relationship and returning the property to Punch TV.
Immediately thereafter, Samblis began his attack on Punch TV Network and Mr. Collins.
His attacks began on Facebook and other social media sites. His ramblings seemed to be made up on the spot with little or no basis in reality. Telephone calls starting coming into Punch TV from advertisers, partners, and anyone affiliated with Punch TV demanding an explanation.
Samblis then contacted the auditor for Punch TV, Inc., the company that Mr. Collins is considering taking public, and made false accusations and misrepresentations. This act of fraud and defamation will cause additional delays in filing with the SEC.
Most recently, this week he contacted YouTube and Vimeo, and falsely claimed copyright infringement on the videos that Punch TV posted on those sites. These sites were required to remove these videos until Punch TV can prove that there was no infringement. These videos were an integral part of Punch’s TV's business and removal of them has interfered with Punch TV’s advertising, marketing, promotions and fund raising.
“Enough is enough,” said Mr. Collins, when asked about the lawsuit. “We need this man out of our lives and out of our business.” When asked about Samblis, he comments, “He is an embarrassment. In my opinion, he has proven beyond a shadow of a doubt that he is incapable of running a public company. It is most unfortunate that his unprincipled character and unethical actions have done so much harm to a company that at one time had such great potential. It is even more unfortunate that he has mismanaged the company to the point where the stockholders of IC Punch Media could lose their entire investment.”
For more information, please contact
Joseph Collins
Punch TV Network
(323)965-7862
Media@PunchTVNetwork.com
https://www.prbuzz.com/entertainment/188013-p...llion.html
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