beer$$money
22 hours ago
$GSTC is being spoken too: Final Order against Respondents James Katzaroff, VirExit Technologies, Inc. and Globestar Therapeutics Corporation (collectively “Respondents”). Katzaroff offered and sold investments in VirExit, a company purportedly selling PPE, and GSTC, a company with a patent for a drug cocktail treatment for multiple sclerosis, in February of 2021 raising roughly $500,000 for each company. The Securities Administrator of the state of Washington issued a Stop Order Denying Effectiveness to the Application for Registration (“Stop Order”) and Statement of Charges and Notice of Intent to Enter Order to Cease and Desist, To Revoke Exemptions, To Impose Fines, and to Charge Costs (“Statement of Charges”), Order No. S-23-3528-24-SO01, against Respondents on July 20, 2024.
Respondent James Katzaroff is ordered to pay $60,000 in fines. Respondent VirExit Technologies, Inc. is ordered to pay $30,000 in fines. Respondent Globestar Therapeutics Corporation is ordered to pay $30,000 in fines. Respondents are jointly and severally liable for and ordered to pay the costs of the investigation in the amount of $25,000. Respondent VirExit Technologies, Inc.’s application for registration filed on February 1, 2023 has been denied.
https://dfi.wa.gov/securities-enforcement-actions/securities2024
beer$$money
5 days ago
$GSTC LOL Read this:
Our chief executive officer has the ability to significantly influence any matters to be decided by the stockholders, which may prevent or delay a change in control of our company.
FORM 10-K For the fiscal year ended September 30, 2023
James Katzaroff, our CEO, currently owns 1,000,000 shares of series E preferred stock. The owner of the series E preferred stock is entitled to the number of votes equal to double the number of votes of all other stockholders. Therefore, Mr. Katzaroff has voting rights equal to two-thirds of all votes cast at any action of stockholders and can exert decisive influence over the outcome of any corporate matter submitted to our stockholders for approval, including the election of directors, removal of the entire board of directors and any transaction that might cause a change in control, such as a merger or acquisition. Any stockholders in favor of a matter that is opposed by this stockholder cannot overrule the vote of James Katzaroff.
Jim did not like what happened to him at RDGL!!
Then read his employment contract:
Note 4. Related Party Transactions
For the year ended September 30, 2023
As of September 30, 2023 and September 30, 2022, the Company owed $454,665 and $379,126 to officers of the Company for compensation which are recorded as accounts payable related party. Additionally, during the years ended September 30, 2023 and 2022 the Company received short term, unsecured, non-interest bearing advances from the Company’s CEO totaling $21,200 and $2,500, respectively. As of September 30, 2023 and 2022, the Company owed $6,295 and $12,400 on these related party advances, respectively.
In February 2022, the Company entered into an amended and restatement employment agreement with Jim Katzaroff, the CEO. Mr. Katzaroff is entitled to an annual salary of $180,000 and a bonus as determined by the Board of Directors. Mr. Katzaroff may elect to receive payment in shares of stock based on the average of the three lowest trading prices for the 15 days prior to election of payment in stock. Further, in the event of a change of control of the Company, Mr. Katzaroff is entitled to a payment equal to 2.99 multiplied by the larger of the total compensation paid to Mr. Katzaroff over the prior 12-month period or the average compensation paid or payable to the Consultant over the prior three years.
The Company awarded Mr. Katzaroff a total of 35,000,000 common stock options with an exercise price of $0.009 per share, an exercise term of five years. The options vest 50% immediately, and the remainder on monthly basis over two years. Mr. Katzaroff is also entitled to additional options in the event of the Company issuing equity or equity equivalents in the future, with him receiving an amount of options equal to 3% of future options or warrants issued, excluding grants to officers. The exercise price of these additional options will be 110% of the price per equity equivalent. To date, a total of 11,632,356 additional options were issued to Mr. Katzaroff pursuant to the agreement terms. The total fair value of these option grants at issuance was $53,117. During the years ended September 30, 2023 and 2022, the Company recognized $108,802 and $186,926 of stock-based compensation, related to outstanding stock options under this agreement, respectively. At September 30, 2023, the Company had $42,228 of unrecognized expense related to options.
Additionally, Mr. Katzaroff will earn a fee related to any strategic transaction, as defined in the agreement, including but not limited to acquisitions, divestitures, partnerships or joint ventures, of at least 2% for any transactions not introduced by Mr. Katzaroff, or 4% for any introduced by Mr. Katzaroff of up to $20,000,000, and an additional 0.75% - 3.5% for amounts above that threshold. As of June 30, 2023, no amounts have been earned or paid.
Mr. Katzaroff will also receive an activity fee of 3% of gross revenues related to activities including securing a variety of vendor, sales or advertising relationships, or any new revenue generating activity. If such activity is a cost saving initiative instead of revenue generating, Mr. Katzaroff will receive 10% of the cost savings. As of September 30, 2023, no amounts have been earned or paid.
On April 4, 2023, the Company issued 7,422,535 shares to James Katzaroff to settle $50,000 of accrued compensation. The Company recognized a loss of $3,442 on this issuance based on the fair value of the shares issued.
https://www.otcmarkets.com/filing/html?id=17194642&guid=aoL-kKMwM2vCJth