Bitcoin Forum

Do you think its fair one of the new owners ran off with thousands of bitcoins from selling securities that collapsed on glbse ?

https://bitcointalk.org/index.php?topic=110507.0

I am never buying a copy of your magazine again while its owned by scammers.

Jonathan Ryan Owens has nothing to do with Bitcoin Magazine.

 I hand out copies regularly as as evangelism tool.

Like i say: Not a currency. A Religion.

Like i say: Not a currency. A Religion.

Money is a religion.

Silly faith.

The church of bitcoin was founded on October 25th in order to grant bitcoin users a non regional spiritual outlet (https://en.bitcoin.it/wiki/Bitcoin_Church)
 :D

back on topic.

Thank you!

I have always thought Bitcoin Magazine was a project worth supporting.
although I'm not much of a magazine person i did pick up the first 2 issues.

Keep up the good work!

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.

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.

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.

This is the first I am learning about him paying himself 80GBP/hr to do only part of my job. Part of the reason for my resignation was due to Vladimir paying himself $1000/month director salary while refusing to pay anyone else who has been working on the project for the last year.

I do find it ironic that Vladimir's signature states:

This is the first I am learning about him paying himself 80GBP/hr to do only part of my job. Part of the reason for my resignation was due to Vladimir paying himself $1000/month director salary while refusing to pay anyone else who has been working on the project for the last year. I would like to point out that I never received a salary or any other payment for my 1 year of services. What I did get was a disproportionally small share percentage that was kept so low on Vladimir's advice. This share value will result in a final payout significantly lower than Vladimir's "exit bonus" and far less than he would have received in month salary. I think this goes without saying that this is what ultimately led to my resignation.

https://bitcointalk.org/index.php?topic=115305.0

Shame on you Vladimir for destroying all of our hard work. As Mihai pointed out there was a deal that would have seen 65k of capital injection that would have kept the magazine running under its previous ownership for another year without any additional revenue. For reasons unknown to this day, Vladimir refused to let the deal go through and it also resulted in a precipitous drop in share value. If there is any legal action to be had it is against you Vladimir.

I will add one correction to my post for accuracies sake. Vladimir and Mihai both paid themselves 100BTC cash advance before i left. It was registered as $1000 in our accounting system. So one of the other directors did receive a payment but none of the other shareholders did. This was part of my irreconcilable differences.

you see, when I say their statements are false they are indeed false.

When will actors in this market learn to abandon what only the state could have perpetuated and start doing business in their own name under their own personhood with full liability? How many more of these kind of farcical tragic and destructive breakups between business partners which in the end always end up hurting the consumers the most will it take?

you see, when I say their statements are false they are indeed false.

for all of you who didn't fallow the story from the beginning  -> http://codinginmysleep.com/the-bittalk-media-meltdown/

So, am I still going to receive the magazine with all this dumbassery going on?

Quantum

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 [added: some of the] 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.

Hey Vlad,

Haven't you already been paid.  In fact didn't you give yourself a big bonus already (without a vote)?

http://codinginmysleep.com/the-bittalk-media-meltdown/

for all of you who didn't fallow the story from the beginning  -> http://codinginmysleep.com/the-bittalk-media-meltdown/

I have copies of the Lloyds bank statements and PayPal history of Bittalk Media, which Vladimir willingly shared with me.   I honestly have not had time to sort through them beyond just the most recent transactions. 

However I can confirm that on the day of 12 November, Vladimir paid himself 4552.80 GBP.  Here is a screenshot of the transaction history given to me by Vladimir.

http://i59.photobucket.com/albums/g296/tonygal/2012-12-08_1937.png

This was the exact day he resigned ( https://bitcointalk.org/index.php?topic=123857.msg1330827#msg1330827 ) and while he was still in control of the bank account.  To my knowledge, he is still in control of the bank account today, despite having resigned all duties as a Director and employee.

I looked at the invoices that are posted on http://codinginmysleep.com/the-bittalk-media-meltdown/ (http://codinginmysleep.com/the-bittalk-media-meltdown/) and I have similar copies in my files, which I received from Vladimir directly, so I can verify their authenticity.

i was meaning to ask; what's gives with the 12/11/12 date?

12 November 2012

Why can't you handle something like this, without someone trying to scam another one? Please just once.

the above bank statement is incomplete and misrepresents the facts of the matter.

The words highlighted above as bold are false statement of facts, defamatory and misleading. And I do not mean minor technicalities like 100BTC or 1000$ I mean either very significant misrepresentation or just outright lies. (...)

In order to refresh Mr. Vladimir’s memory also regarding the over $3,000 payments for the digital edition software expenses I am attaching the following bank statements:

https://i.imgur.com/A49dJ.jpg
http://www.xe.com/ucc/convert/?Amount=1921.79&From=GBP&To=USD
https://i.imgur.com/FgG91.jpg
 http://www.xe.com/ucc/convert/?Amount=529&From=GBP&To=USD

Regarding the denial of the fact that he blocked the $65,000 investment in the company I will let the other shareholders speak.
 
Unfortunately I cannot show the expenses that he has failed to explain because there are no accounting logs (surprise).

Why wasnt there a company secretary ? If the company is a legal entity who were the company officers responsible for accounting and invoices ?

Vladimir and his wife.

The above bank statement is incomplete and misrepresents the facts of the matter. Tony Gallippi was informed about that.

Hey Vlad, are you going to try and charge for your time posting to this thead ;)

The words highlighted above as bold are false statement of facts, defamatory and misleading. And I do not mean minor technicalities like 100BTC or 1000$ I mean either very significant misrepresentation or just outright lies. (...)

Vladimir, I have prepared an itemized invoice with regards to services rendered to you. You can view the invoice here (https://docs.google.com/open?id=0B4892S4MOoDZNjZLM3BsaGQ0NWM). The dates are not ordered, but (for a fee) can be corrected by me. Prompt fulfillment of your obligations would be appreciated. I am willing to accept BTC payment at GoxLast. Should you choose to pay with BTC, I can receive payment at 179bVt2N36ozpk1vutFfBeVfj75uN4vGF8 -- please sign a message using the address you sent payment from to confirm you were indeed the sender.

And again -- Thank you!

I have no opinion on the financial matters regarding Vladimir, as I've not been privy to relevant information, but I can confirm that the transfer of ownership was done in a misleading way and one which I consider to be either dishonest, or severely lacking in communication at best.

As an *extremely* minor shareholder due to some work on Issue 1, my signature was obtained to approve asset sales *but* - this was in the context of the recent  written resolution which stated that they would be raising capital "for further development and production of our core product Bitcoin Magazine"

Really - my financial interest in the matter is so trivial as to be irrelevant..  frankly, I don't know if it's pennies or pounds.

The point is - it appears to me that the 'asset stripping' of bittalk media was done in a way that was possibly negligent if not outright fraudulent.

Please sign in to your Skype account and read the chat history before making such statements. Several solutions were discussed and the one that was chosen was approved by the majority of the shareholders.

http://www.youtube.com/watch?v=exdK7Lirngg / http://www.youtube.com/watch?v=v5vzCmURh7o

Don't know who is right here, but I have to say I'm really disappointed in how this goes.... and not the least bit surprised.

Why can't you handle something like this, without someone trying to scam another one? Please just once.

if you ask...

A few days before 12/11/12 I informed the company with my resignation from all posts but that of a director of the company (as defined Company Law). Informing the company that I cannot spend any more time on all the pointless drama where Mihai Alisie was derailing one negotiation and action plan after another by constant abuse, insults and paranoia and demands to unreasonably violate property rights of shareholders and demands to pay cash and/or equity to his girlfriend while denying that if someone else is doing similar work they should be paid too. I requested in writing to be released of any duties and replaced. I proposed to fully cooperate with transfer of assets and duties. I also stated terms for cost of my time and absence of desire to waste any more time on all the drama. I asked to propose another solution if admittedly high hourly rates are not acceptable and suggested that those could be waived should there be some other reasonable agreement regarding my exit and equity buyout. This matter was discussed and understood. But no action were taken and further work was DEMANDED from me.

Then last words from Mihai a few days before 12/11/12 were "You know what? fuck all of this." (following my failure to respond in the middle of the night on his another demand within 30 minutes) For a few days he did not respond on requests for clarification for his availability, he did not respond on requests for clarification whether I should stop accepting orders on the website or whether they will be shipped normally. Given all the drama, constant insults and luck of any progress the matter of my resignation became urgent and my desire to exit was brought up on multiply occasions previously and for a number of reasons it could not be delayed anymore. A board meeting with quorum present was properly convened and held. Minutes of the meeting were kept and in understanding that this matter could became a controversy the minutes were signed and even executed as a deed before any action has been taken.

 On the board meeting among other matters was discussed compensation to exiting directors. Considering some promises of payment made previously by the company (i.e. agreed by all) i.e. amount owed, minimal wages, almost one year of service and with all due consideration given to unavoidable conflict of interest it was decided that I should pay all outstanding invoices including my 80£/hour invoices for total amount of around 1250£ and all other due invoices payable to a number of 3rd parties. Additionally in accordance to the model articles of the company it was decided that up to 2000£ termination payment is reasonable and should be given in exchange for time required to provide reasonable cooperation with transferring assets and duties. Even though the articles do not require shareholder approval of such small payments to directors it was decided by the board to stipulate that should shareholders do not approve it, even if informally, then it is to be returned and no any further time spent by me is to be expected. The decision of the board was fair and reasonable and included a few other considerations.

A few days later after it was made clear to me informally that shareholders do not approve 1900£ termination payment taken and after Mihai refused even to discuss this matter I have refunded it in full and informed them about it. WHY HAVE YOU FAILED TO MENTION IT IN YOUR DEFAMATORY STATEMENTS?

Following that I also sent them my terms for cost of my time should they need any further assistance from me. A few requests for services were made and I have performed those services and invoiced the company. The invoices were not paid.

The invoices were rised AFTER I have resigned first as employee member of staff (10001 and 10002) etc and later as a Director (other invoices), not before that. Multiply opportunities were given to negotiate this matter to the company and have alternative to hourly pay arrangements and those were not taken. Some work was done as gesture of good will free of charge etc etc.

As for 3000$ software expenses, whatever it is and whichever way it was or was not utilized that expense among many others was approved by the board previously many month ago, it is a matter of a contract. Do not represent is as it is something that I have taken from the company to myself.

As for 8000$ for 8 month for hosting "a wordpress blog" which Mihai's slanderously claims was taken by myself this is is absolutely ridiculous false and defamatory statement which Mihai Alisie has made more than one time. This is beyond ridiculous and has no basis in fact whatsoever. There were no requests extended to me to explain anything. Whatever questions were asked by the representatives of the company I have responded accurately and to the best of my knowledge. Much smaller payments for hosting a high end dedicated server in a secure collocation facility that served much more then "just blog" and which barely covers my out of pocket costs were made to me but those were by an order of magnitude lower than claimed 8000$

The payment in amount of 1200£ for 6 month (200£/month) to cover "fair share" of office rent (~60% of total) (not 300£/month and 100% as claimed) was agreed previously by the board on more than one occasion was made to me and the following day was remitted in full to the landlord. Nothing went into my pocket, if anything I have subsidized this office for the company out of my pocket and it was stated by the board on more than one occasion that this real address should be kept so it was kept only for this reason.

The list of lies and other false representations of facts which were likely done in order to improperly transfer assets of the company and publicly stated by Mihai Alisie goes on and on. I am prepared to prove all the facts of the matter in the court of law as needed even though I am not required to, because burden of proof will be on Mihai Alisie.

With claimed 65k$ of capital I supposedly refused, is not all so simple either. We had a better deal for investments from other parties and it could not go through only because all the drama perpetrated by Mihai Alisie and all the personal perks (like payments in cash or equity to be made to his girlfriend) he has demanded all every time some important document needed to be signed or agreed upon etc...

So effectively while bad Vladimir was in charge the company grew from 0$ to ~400k$ and was a viable going concern, in a few weeks of Mihai's time it was sold for some unknown to me amount and in secret from some shareholders and justified by defamatory statements (likely for by an order of magnitude lower amount) to Mihai's and Vitalik's new employer and with likely extreme prejudice to minority shareholders. It is as simple as that.

I have not failed to transfer to them any assets of the company and I have not made any improper use of any assets of the company. It is not my fault that Mihai Alisie is utterly incompetent.

His defamatory campaign was going on and on behind the scenes for weeks. He represents it as I am at fault for everything and he has done everything and the magazine was under his management all the time. Which is simply not true. All he was is a guy on the skype who gave tasks to illustrators and writers.  Then following MNW affair he became paranoid and installed himself in every little matter wasting hundreds of hours and making any productive work next to impossible. With culmination being the company losing ~90% of value in a few weeks of his management.

A lot of defamatory accusations were made against me and I have responded on some above.

it was sold for some unknown to me amount and in secret from some shareholders and justified by defamatory statements (likely for by an order of magnitude lower amount) to Mihai's and Vitalik's new employer and with likely extreme prejudice to minority shareholders. It is as simple as that.

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.

Also, since it seems that Mr. Vladimir has some problems with his memory regarding his wife shares and position in the company I am attaching the following:

https://i.imgur.com/pAZyp.jpg
https://i.imgur.com/v13bp.jpg
https://i.imgur.com/gnlLx.jpg]https://i.imgur.com/gnlLx.jpg

During the period of November 13-15, Bittalk had 293 GBP in the bank account, which I could not access.  The company had $58 in our PayPal account, which also I could not access.  Both accounts were under the sole control of former employee and former Director Mr. Vladimir, after he resigned.

While the terms of the deal are undisclosed, I was able to receive a fair price for selling the surplus magazines, iMac computer, and other intangible assets.

To maximize the cash value to shareholders, I decided to stop all production on issue 6, not incur any more expenses at all, and return as much cash as possible to our shareholders.

This process will be handled by a liquidation attorney to make sure all revenue and cash is properly accounted for and distributed.  This will include the Barnes & Noble revenue for issues 3, 4, and 5.  All shareholders of Bittalk Media will receive a cash dividend payment once this process is complete.

Bitcoin Magazine will live on, and is now owned by a very talented group of persons in the bitcoin community with very good business experience.

lol "I paid myself 100 btc NOT 1000$ while paying others nothing.. SEE they WERE lying and I am the victim!"

Pathetic Vladimir. I know nothing about this case, but you have made yourself look very stupid and guilty.

Not just that, bittenbob originally neglected to mention that Mihai (also known as "the guy who just seized control from Vladimir and sold off the company he owned shares in without telling him") paid himself the exact same salary of 100 BTC as Vladimir did, again whilst refusing to pay any other director. Under the circumstances that's hardly a minor omission.

So one of the other directors did receive a payment but none of the other shareholders did.

You guys are spending too much time fretting about this stuff.  To the extent Vladimir feels he's been wronged, he should absolutely seek recompense.  Lawyers, arbitrators and courts exist for that purpose and lawsuits, while costly and best avoided if possible, are a normal part of business.  Disagreements happen all the time.  You guys (Vladimir and Matthew included) have done a great job in bootstrapping Bitcoin magazine into existence.  I wonder if you all really grasp how valuable that experience will be to you in the future. 

I'm looking forward to the next issue and I'm sure those no longer involved with the magazine will go on to do other cool stuff with Bitcoin.

A voice of reason. Please take this mans advice into consideration, and avoid further embarrasment and pointless juvenile drama.

A voice of reason. Please take this mans advice into consideration, and avoid further embarrasment and pointless juvenile drama.

I think he is a new owner, right? If the sale was based on defrauding minority shareholders (as Vladimir claims and I think may be true), then Steve has every reason to ask everyone to get past this drama. After all, he is the guy who bought the stolen property.

02/11/12 VM Consulting discussing trade trick of selling cars with Mihai

It's Tony from BitPay who is one of the new owners.

The extent to which minor share-holders were excluded from the process would probably be clearer if Vladimir disclosed the extent of his own and his wife's holdings - given that it's claimed 75% of shareholders accepted the proposal how much of the remaining 25% was controlled by Vladimir and his wife is extremely relevant to whether "minority shareholders" were "defrauded".

It's Tony from BitPay who is one of the new owners.

The extent to which minor share-holders were excluded from the process would probably be clearer if Vladimir disclosed the extent of his own and his wife's holdings - given that it's claimed 75% of shareholders accepted the proposal how much of the remaining 25% was controlled by Vladimir and his wife is extremely relevant to whether "minority shareholders" were "defrauded".

hey, i have an expense account labelled "Defending My Integrity"!  ;)

Given alleged misrepresentation on both sides, it is difficult to know the facts. However, my guess is that Valdimir's account is largely accurate (i.e. there was a conspiracy to defraud minority shareholders and Vladimir wisely tried to avoid participation in this conspiracy). My suggestion is that both sides refer these matters to lawyers and avoid making any further actions or statements except on the basis of legal advice.

You mean an account labelled "Throw Tony Under A Bus"?


When shit hits the fan people losers feel the need to defend themselves on bitcointalk which might often drag others into the fray. The only winners are those who don't need to defend themselves, because they aren't losing or accused of anything. In this case it is the new owners... sans maybe Tony.

The new owners didn't necessarily do anything wrong. But if the sale was fraudulent, then they may not own what they think they own. That is, I am not accusing Tony of any wrongdoing. I'm just saying that Mihai's actions seem suspicious to me.

So, am I still going to receive the magazine with all this dumbassery going on?

Quantum

EDIT:  to clarify, the new owners did not buy any shares in Bittalk Media, nor did we buy Bittalk media.  Only specific assets were purchased for cash and bitcoins.

Which is simply not true. All he was is a guy on the skype who gave tasks to illustrators and writers.

I asked to propose another solution if admittedly high hourly rates are not acceptable and suggested that those could be waived should there be some other reasonable agreement regarding my exit and equity buyout. This matter was discussed and understood. But no action were taken and further work was DEMANDED from me.

demands to pay cash and/or equity to his girlfriend while denying that if someone else is doing similar work they should be paid too.

Informing the company that I cannot spend any more time on all the pointless drama where Mihai Alisie was derailing one negotiation and action plan after another by constant abuse, insults and paranoia

I think he is a new owner, right?

Yes, I'm also a co-owner in the new company.  My interest in participating was to see the publication of the magazine continue.  As far as I can tell, everything was executed properly (but clearly Vladimir disagrees).

Unsurprising. If Vladimir and the shareholders were wronged... and one of the new owners are aware of this, it might bite ya.

Even if Valdimir is the sole minority shareholder, I'm pretty sure that it is a breach of fiduciary duty for the majority shareholders to dissolve the LLC without providing the minority shareholders with advance notice. The minority shareholders must be given an opportunity to voice objections prior to the dissolution if their participation has any chance of affecting the outcome. Even though the minority shareholders lack the voting power to block the dissolution directly, they could still might voice objections that influence the decisions of other shareholders. Thus the rule. This is true even if there are no other forms of self-dealing involved.

During the period of November 13-15, Bittalk had 293 GBP in the bank account, which I could not access.  The company had $58 in our PayPal account, which also I could not access.  Both accounts were under the sole control of former employee and former Director Mr. Vladimir, after he resigned.

We were already late for the printers which needed cash in advance to print issue 5.  Failure to print and deliver issue 5 to Barnes & Noble would jeopardize and possibly put us in breach of contract.  We did not have enough bitcoins to sell to pay the printer either.  As of this day (nearly 1 month later) no person currently employed at Bittalk (including myself) has access to our bank account or to the PayPal account.  Mr. Vladimir is still in full control of these nearly 1 month after resigning, despite repeated requests to relinquish control. 

On the 16th of November, as the only remaining director of the company, I sought and received approval from shareholders representing 75% of the voting interest of Bittalk Media to sell company assets for the purpose of raising cash.  This was handled properly under UK law by a UK attorney.

While the terms of the deal are undisclosed, I was able to receive a fair price for selling the surplus magazines, iMac computer, and other intangible assets.  In addition, all revenue from Barnes & Noble for issues 3, 4, and 5 would remain property of Bittalk Media.

Looking forward to issue 6, the company was in a weak financial position to fund the writers, illustrators, layout, printing and shipping.  I worked without a salary on issues 1, 4 and 5 to help the company conserve cash.  I would have been willing to work without a salary again on issue 6, but if money was committed to starting on production, there would likely be another shortfall in a few weeks.

To maximize the cash value to shareholders, I decided to stop all production on issue 6, not incur any more expenses at all, and return as much cash as possible to our shareholders.

This process will be handled by a liquidation attorney to make sure all revenue and cash is properly accounted for and distributed.  This will include the Barnes & Noble revenue for issues 3, 4, and 5.  All shareholders of Bittalk Media will receive a cash dividend payment once this process is complete.

Bitcoin Magazine will live on, and is now owned by a very talented group of persons in the bitcoin community with very good business experience.

From what's been posted no-one is talking about the Ltd company having been dissolved, although that would be the logical next step after all creditors have been paid, all claims settled and any surplus paid to shareholders.   It is the express duty of directors to prevent a company from trading while insolvent, even if that requires selling assets (and a director paying himself while leaving the company unable to pay other creditors is certainly a questionable action).  From what we've been told, following the resignation of Vladimir and his wife Mihai was the sole remaining director which would mean that the legal responsibility to avoid insolvent trading rested on him.

You can certainly argue that it would have been nice if all of the shareholders were consulted about the decision to sell assets, but under the circumstances it might not have been legally required given the statutory obligations to which a director is subject.

While the potential for conflicts of interest is enormous when self-dealing is involved, it doesn't always affect other shareholders in a negative manner - which is why each case needs to be looked at on its merits.  If BitTalk Media was unable to pay its creditors following the resignations of Vladimir and his wife, then it had limited options for continuing to trade and there were few options for providing any return to shareholders.

I don't think that anyone has handled this situation impeccably, but pragmatic solutions are rarely ideal ones.   This situation didn't arise suddenly and there were plenty of opportunities along the way for power plays which would negatively affect the value of the company to be avoided.

In order to refresh Mr. Vladimir’s memory also regarding the over $3,000 payments for the digital edition software expenses I am attaching the following bank statements:

https://i.imgur.com/A49dJ.jpg
http://www.xe.com/ucc/convert/?Amount=1921.79&From=GBP&To=USD
https://i.imgur.com/FgG91.jpg
 http://www.xe.com/ucc/convert/?Amount=529&From=GBP&To=USD

Regarding the denial of the fact that he blocked the $65,000 investment in the company I will let the other shareholders speak.
 
Unfortunately I cannot show the expenses that he has failed to explain because there are no accounting logs (surprise).

I think you are legally obligated to notify minority shareholders if you reduce the firm's business activities by 75% or more, even if their is no formal dissolution.

I have copies of the Lloyds bank statements and PayPal history of Bittalk Media, which Vladimir willingly shared with me.   I honestly have not had time to sort through them beyond just the most recent transactions.  

However I can confirm that on the day of 12 November, Vladimir paid himself 4552.80 GBP.  Here is a screenshot of the transaction history given to me by Vladimir.

http://i59.photobucket.com/albums/g296/tonygal/2012-12-08_1947.png

This was the exact day he resigned ( https://bitcointalk.org/index.php?topic=123857.msg1330827#msg1330827 ) and while he was still in control of the bank account.  To my knowledge, he is still in control of the bank account today, despite having resigned all duties as a Director and employee.

I looked at the invoices that are posted on http://codinginmysleep.com/the-bittalk-media-meltdown/ (http://codinginmysleep.com/the-bittalk-media-meltdown/) and I have similar copies in my files, which I received from Vladimir directly, so I can verify their authenticity.

Dear Bittalk Media Ltd, Mihai Alisie and some others I offer you an opportunity to publicly retract any defamatory statements made by you which must be accompanied  by your public and sincere apology. Legal action for defamation is being prepared and once it is filed it likely will ultimately result in a number of corporate and personal bankruptcies. It is not what I would want but you are forcing my hand.

Of all the ways in which the US legal system sucks, at least there's the fact that libel and slander laws have such a high burden of proof, and are so easy to defend against, that most people never need to worry about them.

Dear Bittalk Media Ltd, Mihai Alisie and some others I offer you an opportunity to publicly retract all defamatory statements made by you which must be accompanied  by your public and sincere apology. Failing that legal action against you at this point is unavoidable.

Legal action for defamation is being prepared and once it is filed it likely will ultimately result in a number of corporate and personal bankruptcies. It is not what I would want but you are forcing my hand.

Hmmm...tell someone you're sorry or go through an odious legal battle...

It's amazing that this is an actual choice someone has to make.

What a sick culture.

I'm just waiting for the "you say sorry first" episode of this soap opera.

Here is another reason NEVER to form partnerships with other people.  If you don't have the cash to pay someone for doing work on your business then don't give them an equity stake.  Instead give them a guaranteed percentage of the profits.

Guess what happens when someone that owns 51% of the company decides to sell it?  It is sold.  Tough luck for the 49%.

It's possible that both sides have behaved wrongly.

Here is another reason NEVER to form partnerships with other people.

That's sorta like saying "trust no one."  Follow that rule religiously, and you will lead a barren, lonely life.

Sure, some humans are fallible and will let you down.  But other humans are wonderful and will boost you up.

That's sorta like saying "trust no one."  Follow that rule religiously, and you will lead a barren, lonely life.

Legal action for defamation is being prepared and once it is filed it likely will ultimately result in a number of corporate and personal bankruptcies. It is not what I would want but you are forcing my hand.

Moreover, the only apparently neutral shareholder who came forward in the thread seemed to support Vladimir's claim that minority shareholders were not notified of the sale. And no, I don't think majority owners can legally sell off most of the assets of an LLC instanteously like this. If you are selling off almost all of the assets, you are required to give the minority owners a chance to comment on the sale before you can proceed with it, not after it is already completed. If it is just a portion of the assets, then it is considered part of the regular business of the company and there is no need to notify shareholders in advance.

[Any lawyer here who can shed some light on this?]

I don't pretend to know all the issues except for the issue I never got after paying for it 3 or 4 months ago

You should demand an apology and threaten to sue if you don't get one.

After the apology/lawsuit, you should demand that you receive the issue and threaten to sue if you don't get it.

After getting the magazine/lawsuit, you should demand psychological counselling services due to the overwhelming stress of the multiple lawsuits being forced upon you, or threaten to sue if you don't receive them.

After getting the counselling/lawsuit...

You should demand an apology and threaten to sue if you don't get one.

After the apology/lawsuit, you should demand that you receive the issue and threaten to sue if you don't get it.

After getting the magazine/lawsuit, you should demand psychological counselling services due to the overwhelming stress of the multiple lawsuits being forced upon you, or threaten to sue if you don't receive them.

After getting the counselling/lawsuit...

Funny you say that since bitcoin is based on zero-trust between its participants.  Bitcoin trusts no one.  Bitcoin is lonely.

I can always count on nonsensical replies on this forum.  Not sure how "I did not get a magazine issue" spawned a legal advice thread

Incorrect.  Bitcoin relies on community verification.  Bitcoin trusts the bitcoin mining community.

I can always count on nonsensical replies on this forum.  Not sure how "I did not get a magazine issue" spawned a legal advice thread

Your balance is slightly off kilter, fyi.

Thanks for providing a perfect example of my point.

The point is that the original topic was not about missed magazine issues - which you'd know if you actually read it - and it's very obvious how the thread got derailed.  It's bullshit to claim that you're "not sure" how that happened when you can read the thread and see that it was Vladimir storming in with accusations of fraud and threats of legal action which started the derail.

Here's a prediction: Vlad will never actually file any lawsuit.

Here's a prediction: Vlad will never actually file any lawsuit.

Maybe he'll ask the judges of the MPEx Rota to make a determination instead.

http://polimedia.us/trilema/2012/the-mpex-rota/

 :P

Clearly a magazine with lots of issues.

Clearly a magazine with lots of issues.

Clearly a magazine with lots of issues.

Bitcoinmag was a scam anyways....  I paid for two copies, got 1.

There is hundreds of people like me..

Yeah, two out of three for me. International shipping is likely the problem.

IMO Vladamir made poor monetary decisions.  If this is eventually qualified as "stealing" I would not be surprised.  The nature of the relatively large personal payments towards the end of the business relationship certainly does not look good.  His statements in this thread I will qualify in my head as net negative to his case.  Having said that, it also appears to me that Mihai acted quickly and possibly breaking the former bitcoin magazine corporate laws.  However it is also my belief that Mihai did this for the good of the company, so Bitcoin Magazine could be in the safe hands of well-funded champions of bitcoin industry.  Bit-Pay satisfies this and I personally do not think Mihai's actions were for personal gain or anything other than an altruistic love of the project and the bitcoin idea. 

1 gambler's thoughts only.  I will continue to write for Bitcoin Magazine if would like my articles.

That's sorta like saying "trust no one."  Follow that rule religiously, and you will lead a barren, lonely life.

Sure, some humans are fallible and will let you down.  But other humans are wonderful and will boost you up.

It is called hiring people.  You don't have to give everyone and his mom an ownership stake in a business.

It is called hiring people.  You don't have to give everyone and his mom an ownership stake in a business.  When you go into a partnership with another person you are basically marrying that person, their spouse and any family members they have.  If your partner unexpectedly dies, now you have one of their family members as your new partner.  Your partner decides to get a divorce.  Well now your business is being torn apart by divorce lawyers.

Joining a partnership only increases risks involved with starting a business.  The only exception to this rule is if you are joining a firm for attorneys, accountants, or doctors.

There is a reason why "joint venture" structures (LLC, Corporations, Partnerships) exist.  Still your larger point is a good one.  Know your partners completely and don't take on more than you absolutely need.  The more owners there are the more complicated it gets.