SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 13, 1998
FLORIDA 95-4727693
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(State or other (IRS Employer
jurisdiction of incorporation) Identification Number)
Suite 650, 9107 Wilshire Boulevard
Beverly Hills, California 90210-5519
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(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code 1-800-730-5505
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Commission File Number: 0-27659
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(Former name or former address, (Zip Code)
if changed since last report.)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
None
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
None
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
None
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
None
ITEM 5. OTHER EVENTS
None
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
On December 8, 1999, the following directors and officers resigned their positions with the Company:
Director/Officer Position held Date of Resignation ---------------- ------------------ ------------------- Andrew Zucker Director/Secretary December 8, 1999 Stewart Irvine Director/President December 8, 1999 |
Then on December 22, 1999, the following directors and officers resigned their positions with the Company:
Director/Officer Position held Date of Resignation ---------------- ------------------ ------------------- Clifford Wildes Director/COO December 22, 1999 Robert Cabral Director December 22, 1999 William Stratton Director/Secretary December 22, 1999 |
There are currently no directors serving on the board of directors for the Company which will require a shareholder meeting for an election of a new board. The Company's only remaining executive officer is Mr. Ken Maude, Chief Financial Officer.
Resignations of Stewart Irvine and Andrew Zucker as Directors and Officers of the Company
The Company received the resignation of Mr. Stewart Irvine as a director and as President of the Company on December 8, 1999. Mr. Irvine had served as a director and the President of the Company from February 16, 1999 to December 8, 1999. The Company also received the resignation of Mr. Andrew Zucker as a director and Secretary of the Company on December 8, 1999. Mr. Zucker served as a director and Secretary of the Company from February 16, 1999 to December 8, 1999. Mr. Zucker served as Treasurer of the Company from February 16, 1999 to October 1, 1999. In their letters of resignation, neither Mr. Irvine, nor Mr. Zucker, provided reasons for their actions; however, Mr. Zucker also simultaneously resigned as legal counsel to the Company and provided the letter attached as Exhibit 1 as an explanation for the reasons behind his resignation in that capacity.
The resignations of Mr. Irvine and Mr. Zucker followed the disclosure to the Company's Board of Directors of the following claims against the Company:
(1) Mr. Harry Freedman and Freedman & Associates demanded the delivery of a total of 143,750 shares of the Company's common stock and the payment of $18,545.14. The demands arose from an executive consulting agreement purporting to be signed between MindCorp, LLC ("MindCorp"), a subsidiary of the Company, and Freedman & Associates and a subsequent agreement signed between the Company and Freedman & Associates which purports to amend the original executive consulting agreement. Mr. Freedman and Freedman & Associates claim that the executive consulting contract and the amending agreement obligate the Company to deliver a total of 143,750 shares of the Company's common stock to Freedman & Associates. The agreements are the subject of claims made by Mr. Harry Freedman and Freedman & Associates against the Company and the subject of the action commenced by Mr. Harry Freedman against the Company, Unific.com, Mr. Irvine and Mr. Zucker. See "Legal Proceedings" below.
The Company has denied any liability or obligation to Mr. Freedman and Freedman & Associates, including any obligation to deliver any shares of Common Stock. The Company maintains that Mr. Freedman and Freedman & Associates wrongfully terminated the executive consulting contract. The Company also maintains that if there is any obligation to deliver shares of the Company's common stock to Harry Freedman or Freedman & Associates, the obligation is an obligation of Mr. Irvine personally. Mr. Irvine verbally advised the Company's Board of Directors that he will assume the obligation to deliver the 143,750 shares to Harry Freedman and Freedman & Associates if it is subsequently determined that the Company has an obligation to deliver those shares.
(2) Mr. Paul Cohen claimed that he is entitled to the delivery of 118,750 shares of the Company's common stock. This demand arose from an executive consulting agreement purporting to be signed between MindCorp and Mr. Cohen. Mr. Cohen claimed that the executive consulting contract obligates the Company to deliver a total of 118,750 shares of the Company's common stock to Mr. Cohen.
The Company has denied any liability or obligation to Mr. Cohen, including any obligation to deliver any shares of Common Stock. The Company also maintains that if there is any obligation to deliver shares of the Company's common stock to Mr. Cohen, the obligation is an obligation of Mr. Irvine. Mr. Irvine verbally advised the Company's Board of Directors that he will assume the obligation to deliver the 118,750 shares to Mr. Cohen if it is subsequently determined that the Company has an obligation to deliver these shares.
(3) ViaMax demanded the immediate payment of the sum of $33,000. The Company has received written demand for immediate payment of this amount. See "Legal Proceedings" below.
(4) Mr. Michael Silva demanded the sum of $17,000 as unpaid expenses arising from a consulting contract between the Company and Mr. Silva which was terminated in June, 1999. Mr. Silva has also claimed an entitlement to exercise certain options to purchase Common Stock which had been granted to Mr. Silva. The Company is in the process of assessing whether Mr. Silva is due any unpaid expenses or entitled to any options.
Mr. Zucker delivered the resignation of Lowy & Zucker, LLP to the Company on December 8, 1999. In delivering his firm's resignation, Mr. Zucker stated that the reasons for resignation included the following: (i) Mr. Irvine purportedly failed to heed his firm's legal advice in a number of instances; (ii) Mr. Irvine purportedly executed documents binding the Company prior to his firm's review; (iii) Mr. Irvine purportedly may have failed to make full disclosure in the Company's initial Form 10-SB filing; and (iv) the potential conflict of interest arising from Mr. Zucker being named a party to the action commenced by Harry Freedman and Freedman & Associates. As mentioned above, a copy of this resignation letter is attached as an Exhibit.
Resignations of Robert Cabral, Clifford Wildes and William Stratton Directors and Officers of the Company
The Company received the resignations of Robert Cabral, Clifford Wildes and William Stratton as directors of the Company on December 22, 1999. Mr. Wildes also resigned as Chief Operating Officer of the Company on December 22, 1999. In delivering his resignation, Mr. Wildes stated that he was resigning due to recent discoveries of disputes involving the Company that were not reported to the United States Securities and Exchange Commission and the Company's failure to meet its obligations under the Company's compensation agreement with Mr. Wildes. Mr. Cabral and Mr. Stratton did not provide any written reasons for their resignations as directors and officers of the Company. A copy of the written resignation of Mr. Wildes is attached hereto as Exhibit 2.
Legal Proceedings
The Company has been named as a defendant to a legal proceeding
commenced against the Company by Varcom Internet Communications
and Commerce Solutions Inc. ("Varcom") in the Supreme Court of
British Columbia. Varcom alleges that the amount of $41,481.28
CDN is payable by the Company to Varcom on account of network
access and software usage services provided from January, 1999 to
October, 1999 and licensing fees in connection with the network
access and software usage services. The Company believes the
action is without merit and has filed a Statement of Defense in
the Supreme Court of British Columbia. The Company has also filed
a counter-claim against Varcom in the Supreme Court of British
Columbia alleging that the operation problems experienced by the
Company were the direct result of the inability and failure of
Varcom to perform its obligations to the Company pursuant to the
Web site development agreement. The Company maintains that the
negligent misrepresentations of Varcom and its breaches of the Web
site development agreement caused the Company damages, including
(i) overpayment of amounts to Varcom; (ii) delay in commencing the
proper operation of the Company's business with consequent loss of
income; (iii) the inability of the Company to carry on its
business subsequent to the shut-down by Varcom of the Company's
Web sites; (iv) damages to the Company's business reputation; and
(v) loss of competitiveness.
The Company has been named as a defendant in an action commenced by Mr. Harry Freedman in the Court of Common Please of Philadelphia County - Trial Division on November 24, 1999. The Company has been served with a complaint. Mr. Stewart Irvine, Mr. Andrew Zucker and Unific.com, Inc., a subsidiary of the Company, have also been named as defendants in the complaint. The complaint states that Mr. Freedman's claim is based in contract and is for damages
in excess of $50,000. Mr. Freedman has made previous written demands against the Company for payment of an amount equal to $18,545.14 and the delivery of 143,750 shares of Common Stock. The dispute arises from an executive consulting agreement dated February 12, 1999 between MindCorp, LLC and Freedman and Associates, Inc. and an agreement between the Company and Freedman & Associates that purports to amend the original executive consulting agreement. The Company has denied that it has any obligation to Mr. Freedman to pay any money or deliver any stock as a result of breaches by Mr. Freedman of the executive consulting contract, including the wrongful termination of the executive consulting contract by Mr. Freedman.
The Company has received a demand for payment of the amount of $33,000 from Via Max, a company owned by artist Peter Max. The amount demanded is alleged to be owed by ArtWorks to Via Max pursuant to an agreement between ArtWorks and Via Max. Via Max has threatened to commence legal action if this amount is not paid. ArtWorks has not made payment of the amount demanded. The Company has not received any notice that any legal action has been commenced.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
No cash was exchanged in this transaction; nor will it.
The most recent financial information for the Company can be found in its Form 10SB filed on October 18, 1999. Such information is incorporated by reference herein.
Exhibit Number Description
1. Resignation of Lowy & Zucker, LLP as legal counsel
dated December 8, 1999
2. Resignation Letter of Clifford Wildes dated
December 22, 1999
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ITEM 8. CHANGE IN FISCAL YEAR
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
WCOLLECT.COM, INC.
/s/ Ken Maude __________________________________ Ken Maude, Chief Financial Officer Date: January 13, 2000 |
Lowy & Zucker LLP
ATTORNEYS AT LAW
MEMORANDUM
To: Michael H. Taylor, Esq.
O'Neill & Company
Fr: Andrew Zucker /s/ Andrew Zucker
Lowy & Zucker LLP
Da: December 8, 1999
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Re: Resignation as Legal Counsel
Dear Michael:
This letter will serve to notify you of our resignation as legal counsel to and for WCollect.com, Inc., et al. effective immediately. As I am aware that you are in the midst of responding to the comments of the SEC, I am tendering my resignation in a manner which I hope will create the least amount of concern for the company.
The reasons for our resignation include that, in a number of recent instances, we have offered our legal advice as to how the company should undertake to address certain matters, and the company has failed to heed our advice, and the company has thought to proceed otherwise. In one instance, as a result of the recent disagreement with Bob Cabral, we had recommended to Stewart that he not send out any documents purporting to obligate the company without first giving us a chance to review. Part of the reason for this recommendation, other than mere caution, was so that the company would not be erroneously obligated. Another reason, was that generally speaking, it is more effective and less time consuming to do one's planning from the perspective of before a contract becomes signed, rather than afterwards, when it is an accomplished fact. Yet, last weekend, on Saturday, without my review, Stewart sent out a letter agreement purportedly binding the company, when prudence would dictate that the same letter could be sent out on Monday morning with my review. Needless to say, Stewart's rush generated the need for a phone call to the recipient, two phone calls, a memo and two emails from me to Stewart plus another letter agreement to the recipient, this time trying to reserve the company's rights.
In another instance, yesterday and on at least two occasions prior, I advised Stewart, Ken Maude, and Cliff Wildes that the company needed to retain additional outside legal counsel in order to address the recent claim from Harry Freedman. I informed the company that I believed
SUITE 650 * 9107 WILSHIRE BOULEVARD *
BEVERLY HILLS, CALIFORNIA 90210-5519
TELEPHONE (310) 275-0000 * FACSIMILE (310) 275-1683
Michael Taylor, Esq.
December 8, 1999
that a conflict of interest had arisen as a result of the fact that I, myself was named as a co-defendant in the initiating document, and that I believed that I was ineligible to provide legal representation in this regard. (Moreover, I do not practice litigation). The response which I received, when I finally received one, was that I should not have put the D&O insurance carrier on notice of this claim, lest, the company be dropped. After informing the company that I had found an outside attorney who was skilled in this arena and who would be willing and able to address the matter in a timely manner, I was informed that the company could not retain this person due to lack of funds, and that I was told I must attempt to handle the matter myself.
A third matter which came to light yesterday was the possibility which exists that Stewart may not have made a full disclosure in the 10SB recently filed with the SEC. As stated in our firm's legal engagement letter, we do not handle and we are not responsible for securities matters, and in that regard, I have deferred fully to you and to the others at the company who are professionals and who are adept at such filings. Copies of all documents which we have at times acquired have been forwarded to Stewart for review and discussion. We are unaware if full disclosure was or was not made. As such, we are unable to assess the potential overall seriousness of this matter, and I believe that in light of same, we should remove ourselves from the situation.
The combination of the above issues has created a frustrating combination of events, and regrettably, one which leads us to believe we must resign.
Please be advised that in order not to prejudice the company's legal rights in connection with any matters we have been handling or have been requested to handle on your behalf, we are obliged to apprise the company of the following:
a. On November 29, we received a facsimile letter from Via Max concerning a claim that they are owed $33,000 by Artworkscorp, Inc. (A copy to Stewart is noted).
b. On November 24, we received a certified letter from the attorneys for Harry Freedman, enclosing a notice of lawsuit which was filed in the Pennsylvania Court of Common Pleas, and which purported to extend to you 30 days in which to respond. (A copy to Stewart is noted).
c. Our firm was recently in the midst of negotiating an agreement with eCHARGE Corp. in which it appears that the company may receive the cash amount of US$500,000. We were looking forward to finalizing this agreement prior to our resignation.
d. Yesterday, we faxed a partially executed copy of an agreement to Debi Staron (Dr. Christmas) which is awaiting counter-execution by Stewart.
Michael Taylor, Esq.
December 8, 1999
Each of the foregoing matters may need to be addressed in a timely manner in order to avoid prejudicing the company's rights.
This letter is not intended as a complete statement of the facts of the matter, nor as a waiver of any rights or remedy, all of which are expressly reserved.
I have enjoyed working with you and I will be pleased to assist you in an orderly transition.
Clifford Wildes 387 S Shore Dr.
Sarasota, Florida 34234
VIA FACSIMILE
(604) 683-8554
(604) 687-6650
(604) 687-3448
To: The Board Of Directors of Wcollect.com Inc. To: Michael Taylor, Esquire, O'Neill & Company To: Ken Maude, CFO, Wcollect.com Inc. From: Clifford Wildes CC: Christine E. Lamia, Esquire Date: December 22, 1999 Re: Resignation from Wcollect.com Inc. |
Effective Immediately I resign as an Officer and Director of Wcollect.com, Inc. ("WCOLLECT") and all of its affiliates and subsidiaries, due to recent discoveries of company disputes which were not reported to the SEC and the company's failure to meet its obligations under my Non- Exclusive Compensation Agreement.
I am returning the keys and all corporate documents in my possession to WCOLLECT's corporate counsel, Michael Taylor of O'Neill & Company, via overnight delivery. I am in the process of calculating the amount of monies owed by WCOLLECT to me pursuant to my Non-Exclusive Compensation Agreement. Once I have the exact amount, including my business expenses, I will forward a letter to you itemizing the amount to be paid to me by WCOLLECT.
Sincerely,
/s/ Clifford Wildes Clifford Wildes |