RE: IP Ownership28 Mar 2024 18:10
So I asked a friend of mine to have a look into the IP. Here are their comments:
"I looked into the USPTO European division. There was an intellectual property agreement dated Feb. 26, 2015 with terms that included 20 mm shares to be delivered within 20 days of the effective date of the agreement to Frank Boehm, which would have been March of 2015. There was no delivery of shares and indeed Truspine had not issued shares yet.
So that means the Agreement was void.
There are additional reasons the agreement is completely void. It is signed by Boehm, but also by a certain Michael Unwin, a person with absolutely no authority over Truspine. Let's look to see what had happened at Truspine in 2014 to the end of March 2015. There is no mention of Mr. Unwin as a director at all in any of the company filings. On 08 Dec 2014 the Company was incorporated and George Hallek was appointed Company Director. Only one share was allocated with a par value of 1 pence.
Halleck remained the only Director until 10 Aug 2015 when Graham Douglass Grindell Peck was appointed a director. On 26 Aug 2015 Norman Alec Charles Lott and Todd Michael Cramer were appointed Directors joining Halleck and Peck.
On 1 April 2016 the First Annual Return was filed showing that as of 16 Feb 2015 Peck owned 100 shares but zero as of 12 Aug 2015. So on the date of the Agreement until December 2015 Mr. Unwin owned no shares and held no position of authority. The Share Capital notice date 12 Aug 2015 also shows Haleride owned 60,000,000 ordinary shares. A surprising result.
On 16 February 2015 Peck as the sole shareholder voted to issue 60 million shares. This was on the same date as the Company issued 100 shares to Peck. Still there is no writing giving Unwin any authority filed or known and there was no authorization to allow transfer of shares to Haleride. So no shares existed to satisfy the Agreement signed by Unwin, and no authority had been given Unwin by the directors.
The second filing of the 16 Feb 2015 filings show only at the nominal value was paid nearly 60 million shares (£6000). The second filing occurred 04 Sept 2020, after the administrative registration.
So as of 2015/2016 there were Company House filings showing Haleride owned 60,000,000 Truspine shares. As far as we can tell,there is no record of Haleride returning these shares. The Abbreviated Balance Sheet 28 Feb 2016 for Haleride shows £6000 of assets. So at least by that date Truspine owned none of its own shares and Haleride owned all of them. Norman Alec Charles Lott was the sole director of Haleride.
So why would Michael Unwin sign the Agreement? Under what authority? And if Truspine never owned the shares it promised and did not deliver them within 20 days of Unwin's signing to Boehm, what was going on? "