What to expect from Bitcoin Magazine

[cypherdoc]

there's no replacement for keeping good records.

[Mihai Alisie]

Vladimir, I have prepared an itemized invoice with regards to services rendered to you. You can view the invoice here. 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!

LOL

[cypherdoc]

Vlad, are u still moving forward with your ASIC mining project?

[julz]

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.

[Mihai Alisie]

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 majority of the shareholders approved the current solution.

[julz]

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.

Unfortunately, I'm unable to at the moment.

I understand you may have been using Skype as the main communication medium - but I guess our expectations differ a little in that regard as I expected communications on major issues like that via email (as the June written resolution was) - or I at least expected the document giving asset selling authority to give more specific notice of it's actual nature.

I'm sorry if my message above was a bit accusational - the truth is I don't know what went on, and the announcement came as a surprise to me.

To temper my statement above - well perhaps I should have been more proactive in seeking out information at the time.
My reaction stems from surprise, and I thought the purpose of written resolutions etc was to avoid just such surprises.

[DoomDumas]

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

Thanks Mihai : Those short video are very nice education to me and im sure to a lot of people reading in here...  Those video should be mandatory to have the right to post on BitcoinTalk !

Added to Favorite.. those techniques are too much used, here and in mass media too many times.. interesting to have it so well explained..


Thank you for the links !

[DoomDumas]

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.

GREED

[bittenbob]

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

for god sakes man, your integrity is on the line here.  you need to be more specific than that.

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.

Quoted for reference. There are many false statements in here. One in particular is the 65k capital injection. This referred to the sale of Matthew's shares and was completely voluntary on his part. There was no legal requirement for him to give this to the company but he agreed to it and would have put it in writing. It's not your say whether you have a "better deal on the table" for the sale of someone else's shares. You were treating them as yours to sell and receive the proceeds from. This is highly unethical and inappropriate.

This was before I left the magazine too. Mihai's girlfriend did not take on any role with the company until after i left and the deal which would have seen 65k capital injection was dead. I have spoken to the investor personally and can confirm the validity of the offer.

[Mihai Alisie]

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.

[cunicula]

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.

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.

[LightRider]

I think what's really needed is for the wife and the girlfriend to come on and discuss the issue. Women are better communicators than men.

[Steve]

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.

[MPOE-PR]

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.

Why does this sound like Bitcoinica?!

Quote everything!

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.
(...)
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.
(...)

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. (...)

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:

Is this going to turn into one of those "oh wait nobody had in fact signed the papers" GLBSE sort of thing?

As an aside: if any of you people in that list actually hired Alisie you're either incredibly naive or pretty fucking stupid.

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.

Now we're getting closer to real numbers, because 65k and 8k and all that stuff with k's in it was getting a little ridiculous.

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.

Neither product stores nor computers are intangibles, but leaving that aside: was the computer intangible asset sold to the gf for that fair price?

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.

Cute.

[makomk]

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.

[repentance]

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.

Whether any of the shareholders - directors or otherwise - should have been receiving payment from the company for their services at all is an interesting topic in itself.

Time and again over the last year and a half we've seen the dangers of rushing into business with people you don't know illustrated, and especially the dangers of people not getting independent legal advice before forming partnerships/companies.  Enthusiasm is great, but not when it over-comes commonsense and that seems to be something which has happened repeatedly.

[Dansker]

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.

[repentance]

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

As theymos said elsewhere, Bitcoin is backed by drama.

http://dramatalk.org/

[cunicula]

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.

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 Steve's partner Tony has every reason to ask everyone to get past this drama. After all, he is the guy who bought the stolen property.

[repentance]

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.

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".