It is my understanding, based on what little information I have, that the transfer of ownership of Bitcoin Magazine has been done improperly and highly likely fraudulently (if the article about new ownership published on bitcoinmagazine.net is true). It might be potentially classed as fraudulent because no proper shareholder vote was done and they have attempted to conceal this matter from at least some shareholders. It is my understanding that Mihai Alisie as sole director of the company acting dishonestly and in conspiracy with a number of third parties has potentially fraudulently transferred assets from other shareholders (the company) to himself and his co-conspirators without shareholder vote being properly done.
I own a significant amount of shares in Bittalk Media Ltd and I am not aware about any shareholder votes related to any significant property transactions nor have I received any consideration for any property of the company or for my shares. The third parties involved in this transaction ought to have known that they are very likely dishonestly assisted in director's breach of fiduciary duty and therefore very likely will be liable themselves. Not to mention that annual employment contracts received by some look too much like bribes.
It also appears that Mihai Alisie has transferred ownership of domain bitcoinmagazine.com to himself (see whois) while the domain was bought by him acting in capacity of director of the company, following instructions of myself (Managing Director of the company at the time) and using company money that were specifically transferred to him for purpose of purchasing the domain. He also claimed in private conversations that that domain somehow belongs to him and that he himself somehow owns a lot of "intellectual property" which rightfully should have been owned by the company.
I will pursue this matter legally in due course.
Mr. Vladimir fails to explain what caused this transfer of ownership.
Mr. Vladimir decided of his own free will to resign from the Director position in Bittalk Media, and resign from all duties at Bittalk Media. After this decision, he awarded himself, without any consent from the Board of Directors or consulting anyone, an exit bonus that has brought BitTalk Media on the brink of collapse. The money was critical for the magazine’s printing, shipping and distribution. His actions pushed me towards looking for ways to save the magazine, since obviously this was not in his agenda. Vladimir himself brought Tony in to mediate this dispute and after trying on numerous occasions to come to an agreement it was clear that other options should be taken in consideration.
Mr. Vladimir failed to turn over access to the company’s bank accounts, PayPal accounts, and other assets under his control. He also started to charge BitTalk Media at a rate of 80 GBP per hour for the time required to respond to messages and emails that asked for clarifications and actions regarding these company assets. Even more, he was paying himself for the time that was required to pay himself. All these actions lead towards considering him as a rogue/hostile shareholder. As the sole remaining Director in Bittalk Media I had a meeting with the shareholders, where we discussed our options.
The sale of assets was handled by a licensed UK attorney specialized in Commercial Law, Contracts and Company Law and all the papers were signed by shareholders representing approximately 75% of the voting interest in Bittalk Media.
I think that Mr. Vladimir should stop posing as a victim and he should take full credit for reducing the value of BitTalk Media with his greed and ethically questionable actions. Regarding the fiduciary duty that he keeps bringing about, I would like to remind him that while he was a Director he repeatedly threatened the shareholders to block an investment that would have brought over $65,000 in new capital and probably would have saved the company.
More than this, and probably the reason for deciding to resign from the Director position, he has failed to explain more than $20,000 in expenses for items such as $8,000 in IT fees for 8 months for hosting a wordpress blog on a server which he owns, and for paying 300 GBP per month (full rent) in rent for office space which is also utilized by other businesses owned by Vladimir, and for over $3000 in software for “digital publications” of Bitcoin Magazine that never produced any digital publications.
I would also like to point out that since the beginning of the company, he has included his wife as a Director and has awarded her equity for taking care of the accounting. To this day, I am still patiently waiting, to receive the income statements, balance sheets and the statement of cash flows of this company. During the course of due diligence, the new owners discovered that in fact these accounting documents did not exist.
If Mr. Vladimir wants to perpetuate this drama on the forums, I can publicly disclose the invoices sent by him to BitTalk Media as well as the shareholder signed documents.
Vitalik, Matthew, Adam and the rest of the shareholders support this action and signed the documents to solidify their support of the asset sale. All shareholders will receive a dividend payout from the sale, which will be handled by an attorney.
