All right there, nice and neatly summarized:
https://archive.is/0vo3g#20%here is what I am thinking, we will create a equal partnership (50/50) in our holding company "Geniuses At Work Corporation", you can have the voting power (I dont care).
but the two have financial dealings which see Garza selling a 41% share of his operation to Fraser
Stuart Fraser of Cantor Fitzgerald
Text messages and emails between Garza and Stuart Fraser reveal a friendship dating back an unknown number of years. Seeing him as the father he never had, Garza texts Fraser:
Just wanted to thank you for all your have done. Much of who I have become today is because of you. I did not have much of a father growing up, and you have very much been that for me throughout much of my life. Love you buddy, josh
More than love, Garza comes across as desperate for the admiration and respect of his mentor. Not only does Garza buy Fraser a car for Christmas, but the two have financial dealings which see Garza selling a 41% share of his operation to Fraser as well as organising various loans.
Discussing one of their deals, Garza writes to Stuart and includes a document detailing his investment in GAW Miners:
Hey,
Take a look at this when you get a chance, I would like to get things cleaned up between us.
Like I mentioned, my goal is to get the 200k loan paid to you by July 4th. And the 210k loan to Scott by July 18th.
While there is still time on both loans, I would like to get them cleared up.
Regarding the deal between us. If you remember our original agreement was 240k over a 24 months period to be equal partners on any "new venters" in the same time period.
90k of the 240k has been paid to me, I have shown that in the table in the spreadsheet. Leaving a balance of 150k owed to me.
I have invested 85k of my cash in to GAW Miners to date. Our records show you have invested 135k (outside of the 400k in loans being paid back to you). Please let me know if you have a different amount.
That would make a 50k difference in our equity investment (in your favor). We can handle this one of two ways. Either I can have the company send back 50k to you, this would equalize our investment at 85k.
Or, you can send me 50k of the 150k balance to me (reducing your balance to me to 100k) and I will invest that in to GAW Miners to match your investment of 135k.
Either is fine with me, let me know what you want to do.
Naturally, depending on the outcome, we need then need to clean up the balance still owed to me. I would like to either continue the 10k a month payments, or handle it in some other way.
Our equity of GAW Miners would stand at 41% each. Leaving 18% to be used to raise additional money, employees, etc.
Let me know if I missed anything, I would like to get this behind us
Josh
Discussing money that Garza alleged Stuart Fraser needed to keep out of sight, he writes to his staff members Juliette Dunlevy and Dan Pease:
Hello,
Stuart needed to keep money “out of sight” a few weeks ago, so he borrowed it from me.
Because of that, he is not in a position to move any money around for a few months.
As such, he has asked that the company pay me back, and he will pay back the company in a few months. The amount is 150k.
Please characterize it as a loan to him.
Thank you for your attention and discretion. And yes, even millionaires borrow money from each other
Lamenting the sale of almost half of GAW Miners to Stuart Fraser, Garza writes:
I was thinking after our call.
We should figure out how we want to handle things between us going forward, for not other reason so that we are on the same page. We dont really ever talk about it, but we should, its has not be revised for years.
I think its important that we figure how we want to handle things as new things have been developed (some with your investment, and some without) And it will become confusing if we dont sort it out now. LIke you said, money changes everything.
I propose a simple solution, we split every system and company in half. I am both aware of the value of all you have invested in the past to get us here. As well as the value of the systems and companies (GAW Labs and VP) I have built. In its current course (even without Dan), GAW Labs will have over 3m in contracts by the end of the year.
The exception would be GAW HSI, which would you would own 80% of. I dont feel right about splitting GAW because of what you have invested. But I will continue to grow its value.
Going foard, here is what I am thinking, we will create a equal partnership (50/50) in our holding company "Geniuses At Work Corporation", you can have the voting power (I dont care). I will put in everything I have built:
– My equity stake in CP
– Any patents Joe or I create
– My entire voice platform
– The new App system (the one we talked about at Mt snow)
– smart-tech
– GAW Labs
– Joe deal (I know you probably figure this is assumed, but the equity in GAW Labs (voice system) is how we are doing the deal)
In other words, I would split every deal and every system I have developed with you.
Here is what I would like:
– 10k per month investment paid to Geniuses at Work Corporation for 24 months (to pay myself with). I have coninued to lower my salary over the last few years (not complaining about)
– Forgive the hillcrest debt (around 230k)
– Allow me to live down the investment you made in GAW in the past. I feel so bad every time its brought up. I will still/always continue to try and recoup your losses.
– The 150k that you have already agreed to, per the term sheet we reviewed at your house. But I would like for this to only be a "*one time*" infusion. On other words, its *not* perpetual, and there is *no* exsepction of farther investment
– Help with Howard on CP
Hope you feel these are fair and reasonable terms. They are meant to be a starting point of a discussion. I think its important that we clear this up and move forward.
I am sure you get tired of hearing it. But I can never thank you enough for all you have done and continue to do. I am proud of everything we have done this year. GAW HSI, Smart-Tech, and GAW Labs are all cash flow positive. And we could have not gotten here without your support.
I cant tell you how important it was for me to feel like I could "do it"!
Garza gets no response from Fraser, so he emails him again and again. Finally, Garza relents and wishes to continue with the original deal he made with Fraser to which Fraser says thanks. Garza writes:
I thought a lot about it.
Obviously I never thought when I made the deal that I would end up giving up half a company this successful. But, like you said, it could have gone either way. And one of the many things you taught me was to always honor your deals, the good and bad ones.
Yes I have worked hard to build this company, but I would not here where I am today without you. No question in my mind.
So in light of all that, let's finish the deal as planned. You can pay out the rest of the cash to me, and I will issue you the 41% you deserve. If it's cool with you, let's keep each of us at 41% so there is equity avaliable for investors.
Sounds good?