Notice of Material Risk to Investors "DizzyGoat.com" | DG Operations Pte. Ltd. | B.A.R.M. International Limited
Notice is hereby given that:
BitSiren Co. Ltd., sole creator of the original web site "www.dizzygoat.com", has formally asserted its exclusive ownership of all aspects of web site content, trade names and intellectual property of every character, kind and description associated with the said web site, pursuant to written contract therefore.
A conflict pertaining to the ownership and use of certain intellectual property presently exists between BitSiren Co. Ltd., and the above-mentioned entities. The ultimate resolution of this conflict may have a materially adverse impact on the commercial viability of the referenced web site, and may impare the ability of one or both of the referenced entities to continue in commercial operation as a "going concern". The following individual persons are implicated and/or otherwise involved in the events referred below:
1. Ralph Chapman (British, living in Singapore)
2. Grant Pitman (Australian, living in Perth Australia)
3. Craig Zimbulis (Australian, living in Penang Malaysia)
4. Mark Kommer (Australian, living in Perth Australia)
5. Quetta Locchi (US, living in Phuket Thailand)
6. Kilian Bohnenblust (Swiss, living in Phuket Thailand)
On February 10, 2010, BitSiren Co. Ltd., dispatched the following correspondence to B.A.R.M. International Limited, and D.G. Operations Pte. Limited
"Date: 10 February 2010 12:13
Subject: Confirmation of exclusive ownership of identified property, and Confirmation of cessation of License & cessation of rights formerly derived therefrom
To: "B.A.R.M. International Limited" <craig.zimbulis@gmail.com>
Cc: barm.intco@gmail.com, Craig Zimbulis <craig.zimbulis@dizzygoat.com>
Greetings from BitSiren
Reference is made to that certain Website Design, Development and Licensing Agreement dated June 1, 2008, by and between BitSiren Co. Ltd., ("BitSiren"), Developer thereunder, and B.A.R.M. International Limited ("BARM"), Customer thereunder; which Agreement was terminated with effect from and after December 30, 2009, pursuant to Notice thereof given by BitSiren, in the following particulars:
Confirmation of exclusive ownership of certain property, as follows:
Pursuant to Section 4.1 of the said Agreement BitSiren, as Developer under said Agreement, is, and at all material times has been, the exclusive owner of "all proprietary rights, Intellectual property rights and copyrights of all content and technology" of every character, kind and description included, or intended to be included, in the website solution contemplated in the said Agreement, including all items recited at Section 2.2 of the said Agreement, Exhibit "B" of the said Agreement, Exhibit "C" of the said Agreement, and Section 2.3 of the said Agreement, and which, without limiting the generality of the foregoing, include such items as the trade name "dizzy goat", poses and logos and caricatures of the character "dizzy goat" and all other items of content and technology of the said web site.
Confirmation of cessation of License & cessation of rights formerly derived therefrom, as follows:
Pursuant to Section 10F of the said Agreement, that certain License recited at Section 3 of the said Agreement was terminated and ceased to be of force or effect from and after December 30, 2009. Rights of use formerly derived therefrom by D.G. Operation Pte. Limited and/or by any other person or entity, whether such rights were heretofore or hereafter created or alleged to have been created, were terminated and ceased to exist from and after December 30, 2009.
You prompt attention to, and compliance with, the operational implications of the foregoing is anticipated and sincerely appreciated.
Regards,
Fred R. Münger
Managing Director
BitSiren Co., Ltd.
www.BitSiren.com"
On December 23, 2009, BitSiren Co. Ltd., dispatched the following correspondence:
B.A.R.M. International Limited
Omar Hodge Building, Wickham's Cay 1
PO Box 362
Road Town, Tortola
British Virgin Islands
Subject: Termination of Website Design, Development and Licensing Agreement
Dear Craig,
Notice is hereby given of the termination of that certain Website Design, Development and Licensing Agreement dated 1 June 2008, by and between BitSiren Co., Ltd., ("BitSiren"), and B.A.R.M. International Limited ("BARM"), effective as of the date computed by the method provided at paragraph 11 of the said Agreement.
The circumstances surrounding this notice are, I believe, known to you from prior correspondence on this matter, and other sources as well. For the record, this notice is inspired by evidence coming to the attention of the undersigned of deliberate misconduct of a gross and unconscionable character on the part of one or more senior officers of BARM, and others in collaboration with such officer or officers, having as its purpose and effect the deliberate and wrongful infliction of financial and operational damage on BitSiren, its staff, management and shareholders.
In an earlier correspondence it was indicated that BARM would be provided a reasonable time after this termination Notice to acquire certain permanent rights to use source code and certain other intellectual property that is owned by BitSiren, and do so at the price stipulated in the subject Agreement, 5.5 million THB. That proposal was contingent on the prior or simultaneous settlement of outstanding payment items including: two open invoices for services rendered on or before December 15, 2009, to related entity D.G. Operations Pte. Ltd., ("DG") in the amounts of 200 thousand THB, and a further net sum of 200 thousand THB (being a gross invoiced sum of 350 thousand THB against which was credited as partial payment a previously deposited sum of 150 thousand THB); the settlement of a sum payable by DG arising from its termination of another contract with BitSiren, in the amount of 5.95 million THB ; a satisfactory plan for the elimination of certain cross-shareholdings in BitSiren, BARM and DG; as well as customary releases of claims by the several persons and entities involved. Should you wish to pursue such an arrangement, please indicate your intention to do so, in written form delivered by email to the undersigned, on or before the close of business Friday, January 8, 2010. In the absence of such notice, BitSiren will permanently recall its intellectual property from use in any form by BARM or DG, and will pursue other options to realize benefit from such property.
Thank you for your attention this matter.
Very Truly Yours
Fred R. Münger
Managing Director
BitSiren Co., Ltd.
www.BitSiren.com"
On December 17, 2009, BitSiren Co. Ltd., dispatched the following email correspondence to Mr. Ralph Chapman, of DG Oerations:
"Date: 17 December 2009 11:37
Subject: Access procedures
To: Ralph Chapman <Ralph.Chapman@dizzygoat.com>
Cc: Craig Zimbulis <craig.zimbulis@dizzygoat.com>
RESEND incl. Email (below my signature) ...
Sawadee khrap Khun Ralph,
Thanks for your message.
Hope this email finds you well.
Let me bring you up to date on recent developments. We have now obtained access to certain BitSiren files that had been wrongfully segregated by certain (now temporary suspended) staff of the company. The information disclosed is extremely incriminating to a number of individuals and entities. Before I expand on these revelations, let me remind you that I am a major shareholder in DG and BARM, and a director of both corporations. I am angry beyond words to learn that these entities in which I am so involved have apparently, by reason of the wrongful conduct of certain persons, become enmeshed in a web of larcenous duplicity that appears to rise to the level of criminal misconduct.
In your last two email messages you purport to be innocent of knowledge of these wrongful acts, as to their source, substance and the identity of the individuals involved. As implausible as that may be, for the moment let us proceed on the assumption that such is in fact the case. Reproduced at the end of this message is a copy of an email message sent by Mr.Kommer on 12 Dec. to BitSiren staff members Ms. Locchi and Mr. Bohnenblust. The plain language of this document reveals that there is, and has been for some time, a conspiracy to wrongfully appropriate the intellectual property of BitSiren, for the benefit of individuals and entities explicitly named in that email message. If this revelation is indeed your first knowledge of these matters, then I must assume that you are as angered as I am to have entities in which we are so heavily invested being involved is such dangerous and unsavory undertakings. The individuals responsible for this turn of events must be called to account for their actions.
The future relations between the involved persons and entities will now be guided by the advice of attorneys, and the authorities. If you have not already done so, I suggest you take professional legal advice without delay. That advice will doubtless include a recommendation that you explicitly repudiate these wrongful acts, and disassociate yourself from the individuals who appear to have acted so improperly.
Subject to the advice of my attorneys, for the time being business will be conducted in as normal a manner as feasible, though extraordinary security precautions must remain in force until further notice. The exact nature and extent of these precautions must remain in confidence for some period of time, and no effort will be spared to maintain these precautionary measures in place and effect. These precautions may influence certain activities in a manner different from that heretofore prevailing. To this extent, we are both and all the victims of this wrongful misconduct.
In case of any question please feel free to contact me anytime.
Best regards,
Fred R. Münger
Managing Director
BitSiren Co., Ltd.
www.BitSiren.com
Date: 2009/12/14
Subject: Availability to chat
To: Quetta Locchi <quetta@bitsiren.com>, kilian@bitsiren.com
Hi Q and K,
I have a meeting with Grant between 300pm to 400pm today to outline what is going on to him.
I will be available to talk on skype between 400pm and 530pm Perth time this arvo………basically I’m in all week so whenever really.
At this stage we are really only left with two options.
- FM accepts our offer………….given his silence to date I feel this is unlikely but not impossible. We should consider that non-acceptance by 1200 noon tomorrow will make us default immediately to point 2.
- FM does not accept our offer………in this case I think we can all see the best way is to just leave him with it and walk away. I will resign as a director and you two also resign. DG can look after you both and also another required resource or two. When the dust settles you can then decide how you want to handle things by either starting up a new entity or continuing to work for DG. DG/BARM will commit to paying the source codes when able to the three of us. That way we all have a win and you get paid for what you do without all the stress and BS……..I really don’t think any of us want the legacy of the past hanging over us so for me to wash our hands of Bitsiren and FM is the most desirable outcome.
After our chat I can send FM a simple sms saying do you or do you not accept.
Looking forward to our chat.
Cheers Mark
Mark Kommer
Managing Director
mark.kommer@australiaone.com.au
_______________________________________________
AustraliaOne
AUSTRALIAN & NEW ZEALAND INBOUND TOUR OPERATOR
A1/435 Roberts Road, Subiaco 6008, Western Australia
PO Box 123, Wembley 6913, Western Australia
T (+61 8) 9380 9696
F (+61 8) 9380 9695
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The following individual persons are implicated and/or otherwise involved in the events referred above:
1. Ralph Chapman (British, living in Singapore)
2. Grant Pitman (Australian, living in Perth Australia)
3. Craig Zimbulis (Australian, living in Penang Malaysia)
4. Mark Kommer (Australian, living in Perth Australia)
5. Quetta Locchi (US, living in Phuket Thailand)
6. Kilian Bohnenblust (Swiss, living in Phuket Thailand)