Notice of Material Risk to Investors "DizzyGoat.com"

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 (Ms.Q, 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" <[email protected]>
Cc: [email protected], Craig Zimbulis <[email protected]>

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:


"Mr. Craig Zimbulis
B.A.R.M. International Limited
Omar Hodge Building, Wickham's Cay 1
PO Box 362
Road Town, Tortola
British Virgin Islands

Send via DHL RRR

Phuket, December 23rd 2009

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 Operations:


"Date: 17 December 2009 11:37
Subject: Access procedures
To: Ralph Chapman <[email protected]>
Cc: Craig Zimbulis <[email protected]>
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

Following email attached:
From: Mark Kommer <[email protected]>
Date: 2009/12/14
Subject: Availability to chat
To: Quetta Locchi <[email protected]>, 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.

  1. 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.
  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

[email protected]

_______________________________________________

 

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

www.australiaone.com.au

Please consider the environment before printing.


On January 17, 2010, BitSiren Co. Ltd., dispatched the following email correspondence to Mr. Craig Zimbulis, of DG Operations


From: Fredy Munger <[email protected]>
Date: 17 January 2010 22:16
Subject: Re: As Disscussed
To: Craig Zimbulis <[email protected]>, Craig Zimbulis <[email protected]>
Cc: Grant Pitman <[email protected]>,


Dear Mr. Craig Zimbulis,
 
I am in receipt of a letter from you dated January 13, 2010. That letter purports to be responsive to a letter from BitSiren to BARM dated December 23, 2009, which is represented to have been received by BARM on January 11, 2010. That letter to BARM was dispatched precisely as mandated by the Development Agreement Contract between BARM and BitSiren, to an address specified by BARM in that World's Capital of fraudulent enterprise - the British Virgin Islands. In anticipation of the likely delay in reaching your offices in Singapore, a courtesy copy of that letter was included in a dispatch send directly to your office in Singapore on December 23, 2009, and received there the following day. You have had ample time to consider the proposals recited in that letter. Your failure to act on or respond to those proposals within the time allowed constitutes a rejection of those proposals. Those proposals have now lapsed, and are no longer open for acceptance by your firm.
 
In your letter of January 13, 2010, you assert that BARM corporation is innocent of any wrongdoing. Mr Kommer is, as you well know, a director of BARM. In an email message of December 14, 2009, this individual did expressly commit the corporation - by name and in writing - to a conspiracy to steal the intellectual property of BitSiren. That conspiracy is now fully completed - the property of BitSiren has been stolen, and that stolen property is at this very moment in use by BARM and DG to support their "dizzygoat" web site. BARM, the corporation, has ratified the theft by knowingly receiving and employing the stolen source code. This conduct is hardly reflective of innocence on the part of the corporation and its Senior management.
 
Some events are as easy to predict as night following after day. I foresee that you and your cohorts are about to cross a further felonious line, this time at the expense of otherwise innocent third-party investors, whom you will attempt to induce to invest in some manner in DG/BARM without informing those investors of all the material facts and circumstances that you are legally obligated to disclose. Be informed that I will do everything plausibly within my power to see to it that that you do not victimize yet more people.
 
To this end, I cannot accede to your proposal that I surrender my shares in DG and BARM at this time; to do so would deprive me of my preemptive rights as an existing shareholder, and deprive me of my ability to easily identify and inform prospective investors of the dangers inherent in the investment they are considering. Suppressing knowledge, Craig, may seem like a useful tool for your group to employ at this moment in time, but it's terribly improper and shortsighted; it doesn't cure the essential wrongfulness of the situation - neither DG nor BARM has any legal right to use the source code that supports the web site. Until that most fundamental flaw is remedied, you simply don't have a marketable product to offer to an investor or a buy-out customer, and thus, no prospect of lawfully raising any further capital. Under the present circumstances, neither BARM nor DG has any future except in bankruptcy. It's not too early for all of us to start thinking about the complete liquidation of DG, and probably BARM too, voluntarily or otherwise. 
 
I have a real business to run, Craig - one that has a dozen employees, who produce real goods and services for customers. The events of the past month have placed a life-threatening level of stress on my business. My first duty and priority is to rescue BitSiren from the perilous situation that you and your allies have placed it in. Until I complete that effort, extracting justice from the guilty parties will just have to wait. I, too, want to put this matter behind me - but under no circumstances will I do so by any process that enables others to be victimized, or is otherwise unfair to BitSiren or anyone else. I made you a fair offer to complete our contracts, and you chose to ignore it. That offer is not on the table any longer. I am going to make you another, different offer now - the last offer I intend to make before proceeding in a different direction to resolve this situation - one that lets you "get legal" in all respects:
 
DG/BARM will pay to BitSiren a total sum of US$190k, calculated as follows: US$12k, in settlement of outstanding invoices in the sum of 400k THB for IT and Marketing services performed prior to December 16, 2009; US$12k, to equalize the amount paid by Mr. Kommer for his investment in BitSiren (AUD$52k) with the investment by myself in BARM/DG (AUD$ 67.5k); US$166k (a sum representing the amount of the final payment of 5.5 million THB due under the Development Agreement), as payment for a permanent, transferable, non-exclusive license to use such intellectual property of BitSiren as is presently in the possession of BARM/DG. All cross-shareholdings will be extinguished, all existing civil claims, whether known or unknown, against all involved persons and entities to be mutually extinguished. Unless I receive an unequivocal, good faith, written expression of interest to proceed along the lines just outlined by the close of business Monday, February 1, 2010, this proposal will expire at that time.
 
Please inform the other involved persons on your side the matter of this proposal. 
Thank you for you attention.

 
Best regards,

Fred R. Münger
Managing Director

BitSiren Co., Ltd.
www.BitSiren.com
Tel +66 76 280 253
Fax +66 76 521 874
[email protected]
Phone: +66 899 734 421

BitSiren - Bespoke IT & Marketing Solutions

On January 22, 2010, BitSiren Co. Ltd., received the following email correspondence from Grant Pitman of Property Matrix Perth

From: Grant Pitman <[email protected]>
Date: 22 January 2010 15:08
Subject: Re: As Disscussed
To: Fredy Munger <[email protected]>


Gidday Freddy, 

Thanks for your email. Your timing was very spooky because I was actually on my way to Singapore at the time. The reason I went to Singapore was to have a formal meeting with Craig and Mark to find out what is actually going on. I have been listening to lots of excuses and stories but there appears to be no action.

What I did find is that there has actually been a lot of work, which gave me some comfort, but I also found that there is unproductive, and emotional history between you and Craig and Mark. 

Let me say that this email is strictly between you and me. I have not copied anyone else in on this. I am writing because, unlike the other guys, I have no emotional connection and I have been able to look at it from a purely rational perspective.

I am not making any judgements but merely putting myself forward as the guy who is sitting in the middle and watching what is happening around me.

I have no interest in the past. I am telling you exactly what I told the boys.........the “past is the past”. You can spend your time reflecting on past events and wasting valuable energy or you can look forward and focus on being a success. 

I sat in on meetings between Mark, Craig and their solicitor, and I do have to say that, if they wanted to waste their energy, they probably have some pretty serious legal cases they can lodge against   you as a Director, as a Partner and as a shareholder. I am not taking sides but you can’t do some of the things you have done and expect to get away with it. The things I refer to are not only what the boys have told me but also what I have read in documents and emails written by you!

The be frank, Mark and Craig are looking for blood .........yours. Mark is even talking about taking action against you in regard to Bitsiren as he believes you are trading whilst insolvent. You are the Director so you are liable (very liable). Also you apparently have come to a settlement with staff and provided a charge over assets that are not yours. I am not an expert but I believe that those offences are dealt with very harshly and swiftly in Thailand.

Freddie, I am not trying to threaten or alarm you, I am just trying to make you aware that you are walking a very fine line and it could end up very badly for you and your family.

You should also know that they don’t need you anymore because they have completely redesigned the site and they have advice that it does not infringe on the copyright laws. They don’t need any codes or anything from you so you have lost any advantage that you may have had.

Having said all of this, I am strongly suggesting that you do what I have told the boys...........draw a line in the sand and look forward. Accept the fact that you don’t like them and they don’t like you and move on!

I note from your email that you are looking for some sort of compensation. I am not making a judgement on this but I can tell you that there is no way that you will get what you want.....the boys are keen to take you to court, on a number of different fronts.

Personally, I just want them to focus on the job and so I am suggesting that you should all do a deal. My suggestion is that you keep Marks shares in Bitsiren and that your shares in DG are cancelled. In return, the Boys will pay you $10,000. I suggest $10,000 because I know that one of the options that the boys have is to start and new company and to license the new DG software to that company. There will be new shareholders but I am pretty sure that you will not be invited to participate.

It is important for you to understand that they have changed the DG software completely and so your version is obsolete. I am sure they are happy for you to keep it if you want.

So, as you can see Freddy, it doesn’t look good for you. I think you have lost any bargaining edge and you are going to lose out unless you look forward, take some money and get the boys off of your back. Think carefully because the alternative is no money and possible jail (if the boys got their way)

Have a think about it. I am proposing that the following happens:
  1. Mark gives you his shares in Bitsiren
  2. You agree to cancel your shares in DG
  3. The boys transfer $10,000 to your nominated account
  4. That the matter will be closed and neither party will have a claim against the other
If you agree, I am happy to put it to the boys. I am not saying that they will agree but I will be putting pressure on them to do so on the basis that they need to look forward and stop wasting energy on the past.

Let me know your thoughts.

Kind Regards, Grant

 
 

 

Property Matrix Pty Ltd
Suite 20 / 513 Hay Street  l Subiaco    WA    6008
PO Box  1269  l  Subiaco   WA  6904
P: 08 9388 0828
F: 08 9388 0858
E:  
[email protected] W: http://www.propertymatrix.net.au/



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 (Ms.Q, US, living in Phuket Thailand)
   6. Kilian Bohnenblust (Swiss, living in Phuket Thailand)

End of Notice.

 
Tags: Consulting, Web Development, Website programming, HTML5,AJAX,JASON,PHP, Technology, Marketing, E-commerce, BitSiren News 10-Feb-10

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