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EX-16.1 - STOCK PURCHASE AGREEMENT - Adaptive Medias, Inc. | ex16-1.htm |
United
States
Securities
and Exchange Commission
Washington,
D.C. 20549
FORM
8-K/A
Current
Report Pursuant to
Section 13
or 15(d) of the Securities Exchange Act of 1934
March 5,
2010
(Date
of Report)
Fashion
Net, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
(State
of incorporation)
|
333-153826
(Commission
File Number)
|
26-0685980
(IRS
Employer Identification No.)
|
222
Columbus Ave, Suite 410,
San Francisco, CA
(Address
of principal executive offices)
|
94133
(Zip
Code)
|
|
510 552 2811
(Registrant’s
telephone number, including area
code)
|
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
1
Item
1.01 Entry into a Material Definitive Agreement
|
Item
2.01 Completion of Acquisition or Disposition of Assets
|
Item 5.01
Changes in Control of Registrant
|
Item 5.02
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
|
SIGNATURES
|
Forward
Looking Statements
This
report contains certain forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. These include statements about our
expectations, beliefs, intentions or strategies for the future, which we
indicate by words or phrases such as "anticipate," "expect," "intend," "plan,"
"will," "we believe," "our company believes," "management believes" and similar
language. These forward-looking statements are based on our current
expectations and are subject to certain risks, uncertainties and assumptions,
including those set forth in the discussion under Part 1, Item 1 “Description of
Business" and Part 1, Item 6 "Management's Discussion and Analysis", including
under the heading “– Risk Factors” under Part 1, Item 6. Our actual
results may differ materially from results anticipated in these forward-looking
statements. We base our forward-looking statements on information
currently available to us, and we assume no obligation to update them. In
addition, our historical financial performance is not necessarily indicative of
the results that may be expected in the future and we believe that such
comparisons cannot be relied upon as indicators of future
performance.
SECTION
1—REGISTRANT’S BUSINESS AND OPERATIONS
Item
1.01 Entry into a Material Definitive Agreement
This
Current Report on Form 8-K/A amends the Current Report on Form 8-K filed on
February 1, 2010 by Fashion Net, Inc. (the “Company”) with the Securities and
Exchange Commission (the “Change of Control 8-K”) regarding the acquisition of
10,000,000 shares of the Company’s common stock by Kasian Franks directly from
Evelyn Meadows, former Chief Executive Officer of the Company. Mr.
Franks acquired control of the Company by purchasing approximately 98.3% of the
issued and outstanding shares of common stock of the Registrant from Ms. Meadows
through a Stock Purchase Agreement executed on January 15, 2010 and approved by
the Company. A copy of the Stock Purchase Agreement is attached
hereto as Exhibit 2.1
SECTION
2 – FINANCIAL INFORMATION
Item
2.01 Completion of Acquisition or Disposition of Assets
This
Current Report on Form 8-K/A amends the Current Report on Form 8-K filed on
February 1, 2010 by Fashion Net, Inc. (the “Company”) with the Securities and
Exchange Commission (the “Change of Control 8-K”) regarding the acquisition of
10,000,000 shares of the Company’s common stock by Kasian Franks directly from
Evelyn Meadows, former Chief Executive Officer of the Company. Mr.
Franks acquired control of the Company by purchasing approximately 98.3% of the
issued and outstanding shares of common stock of the Registrant from Ms.
Meadows.
2
Subsequent
to the closing of the Stock Purchase Agreement, on March 4, 2010, Mr. Franks
voluntarily cancelled 9,000,000 of his shares. He remains the
majority shareholder of the Company. As the majority shareholder, CEO and
Director of the Company, Mr. Franks has determined that it is in the best
interest of the Company to change the direction of its operating business to
align with Mr. Franks’ experience and expertise. As part of the
change of direction, the Company plans to amend the Articles of Incorporation of
the Company to change its name to “Mimvi, Inc.” This name change has been
approved by the Board of Directors of the Company and the name change approval
process has begun. A detailed description of the new operations of
the Company is described herein.
As used
in this annual report, the terms “we”, “us”, “our”, and “Mimvi” mean Fashion
Net, Inc., unless otherwise indicated.
General Description of
Business
Mimvi is
a technology company that develops advanced algorithms and technology for
personalized search, recommendation and discovery services to the consumer and
enterprise.
Consumers
generally know what they want in terms of Internet content but do not
necessarily know how or where to find it. At best, consumers today are forced to
spend their personal time and energy to find and organize the Internet and
mobile content they desire.
During
the last fifteen to twenty years, standard search engine technology has been
able to provide a valuable but partial solution toward helping consumers find
content they are looking for. During the next fifteen to twenty years, new kinds
of search companies will arise that provide value beyond today’s commoditized
and limited search results. Mimvi leads this new revolution in search,
recommendation and discovery with its overall personalization technology
platform.
Our
personalization technology automates the organization of content. In detail, not
only does it automate the process of search, but importantly, the process of
personalization, recommendation and discovery of content. Behind our technology
is a unique, powerful and proprietary set of algorithms. These algorithms are
optimized for various categories of content such as mobile apps and online
video.
Our
personalization technology platform applies to all content. However, we focus
our technology in the area of search, recommendation and discovery results for
mobile apps, entertainment and educational videos of all kinds, including music
videos. We focus our technology on a search, recommendation and discovery
consumer destination Internet site for all of the world’s up and coming mobile
apps including those that exist on the Apple iPhone, Google Android, Symbian and
Microsoft Windows Mobile platforms.
The
fierce competitive landscape of mobile apps has left open the huge opportunity
for our technology to automatically organize and recommend mobile apps for all
mobile platforms in an unbiased way. Our technology unites mobile apps from
leading competitors on a search and recommendation website for the consumer and
advertiser. Although this is something that today’s major players in the mobile
space refuse to do, it remains as one of our more rewarding execution
paths.
3
As an
explosion of video continues on the Internet, our strategy includes an
understanding that video experiences are inherently passive. This means that the
consumer should not be forced to endlessly enter queries searching for video
content. Video content should be passively recommended to the consumer, similar
to a TV-like experience. This is especially true when it comes to video content
related to Music, Travel, Comedy, Education and Health.
Transactions,
revenue and profit that occur on our personalization platform are composed of
recommended products, merchandise and advertisements from large companies to
small individuals. Our own personalization technology and algorithms are used to
create contextual and relevant matches between the content it organizes and the
products, merchandise and services from advertisers large and
small.
Business
Overview
Mobile
applications are the new “websites” and mobile devices are the new “browsers”.
Our technology excels at helping people search for and find personalized mobile
apps such as iPhone apps, Google Android apps, Windows Mobile apps, Symbian apps
and many others.
A
multi-billion dollar revenue difference exists that favors leading search
engines over leading social networks. Our business combines the value of search
engines and social networks to provide the world’s largest personalized search
and recommendation engine for mobile applications and videos.
We have
developed cognitive computing technology which is the basis for its personalized
search and recommendation platform. This technology mimics the way humans
process information. Using this technology to analyze information, searches on
search engines and similar tastes found on social networks around the world, our
business provides powerful personalized search, discovery, recommendation
algorithms and additional technology platforms. This technology is currently
applied to automatically organize the world’s mobile apps and videos for
consumers and enterprises such as Google, Apple, Baidu, NetFlix and
Amazon.
While
standard search algorithms require a lot of active work on the users part, our
cognitive computing algorithms are designed to automate the search, discovery
and recommendation process with personalization technology. This works
especially well when users want to passively, similar to watching TV, interact
with content on the Internet or within the enterprise.
Our
technology platforms enable addictive and exhilarating consumer web experiences.
These consumer web experiences are defined by simplicity and power. The world’s
general social networks and search engines have commoditized information making
it ripe for the application of our technology. The value in this information
comes from it being intelligently organized.
Our
strategists understand that consumers need services that simplify their daily
routines as opposed to making them more complex. This strategy wrapped around a
platinum class of advanced search algorithms and technology provides relevant
search results without having to actively search for apps, entertainment and
product recommendations. Powerful automated discoveries add to a higher quality
of life that can inspire and be shared with family and friends. By achieving
this, the Company’s product becomes a part of the consumer’s daily
lives.
Our
company is led by top-notch strategists and engineers in the areas of
entertainment technology, as indicated in Item 5.01 of this Form
8-K/A.
4
Services and
Products
Our
products branch from its personalization technology platform. These products
include:
Specialized
Web Content Aggregation Systems
We have
developed technology that algorithmically targets, aggregates and monitors
mobile application marketplaces from Apple, Google and many other mobile
platform providers. In addition, web content from video content storage sites
such as YouTube, Vimeo, Hulu, VEVO, and DailyMotion. Our technology ‘talks’ to
sites like these to determine what content is available to better organize for
the consumer. The technology does not store content but rather data related to
the content that can be used to provide better search, recommendation and
discovery into these content storage sites.
Our
specialized content aggregation systems target, aggregates and monitors iPhone
apps, Android apps and other mobile app sites and marketplaces such as those
provided by Apple, Google and other mobile carries and platforms. Our technology
generates data that enables advanced search, recommendation and discovery of all
mobile apps found on the web and on mobile operating systems.
Advanced
Personalization, Recommendation, Automated Discovery and Matching
Platforms
Our
personalization platforms consist of algorithms that contextually match content
such as mobile apps, videos and websites to consumer demand. These algorithms
gather and generate context surround this content to provide advanced search,
recommendation and discovery. Mimvi algorithms are based on vector space
methods. Combining these methods results in the Mimvi personalized search,
recommendation, discovery and matching platforms.
Vector
Space Search Indexing Technology
The
individual algorithmic component of vector space indexing enables the Company to
generate context vectors of context for content such as individual videos,
mobile apps and websites. These vectors can be compared with other vectors for
advanced contextual matching of mobile apps, videos and websites.
Vertical
& Specialized Search Engines for Video and Mobile Apps
Using the
above mentioned methods and platforms, our technology includes vertical search
and specialized search interfaces that focus on specific content providing a
more targeted search result set for mobile apps, videos and
websites.
Algorithm
Development Services
We offer
vector space algorithm development for customized solutions applied to mobile
platforms, consumer websites and enterprise partners.
5
Powerful
Application Programming Interfaces (APIs) for Partners & Third
Parities
All of
our technology platforms come enabled with APIs for efficient access and
development of third party applications. This results in a broad ecosystem of
close partners that benefit from our technology.
Simplified
Scalable Consumer Web Offerings
Our
technology’s core is its ability to offer consumer web destination sites. These
enable the consumer with simple and transparent access to powerful personalized
search, recommendation and discovery interfaces.
Algorithms,
Technology & IP
Personalized
Search & Recommendation Platforms that Index Mobile
Applications
Similar
to a major search or recommendation engine, Mimvi intends to be the leading
personalized search, discovery and recommendation destination consumer site for
Mobile Applications. Today’s “mobile apps” are like yesterday’s
“websites”.
6
Mobile
apps are being produced at an unprecedented rate and they need to be organized
and personalized with simplicity and power. But they need more than yesterday’s
search technology. Our personalized search, discovery and recommendation
algorithm for mobile applications utilizes cognitive computing algorithms
combining information from the mobile web, major search engines and social
networks. This algorithm powers our leading search and recommendation engine
along with social components for mobile applications available to consumers
worldwide.
7
Technology
for Videos
There is
a continued explosion in video content on the Internet. It’s difficult to find
what you’re looking for and the content is largely unorganized. Our algorithms
for automated video organization combine information from the web, major search
engines, video search engines and social networks. The algorithms automatically
organize and recommend personalized video search results to consumers in the
area of travel, music, health, education, comedy, mobile apps, and video games
as well as many other areas. Our initial focus will include destination video
websites both for music and comedy. Our technology will be available to movie
resellers and distributers.
Sales and
Marketing
General
Technology Strategy
Our
technology platform consists of using advanced specialized aggregation, search
and recommendation technology. The technology considers the UI (User Interface)
and UX (User Experience) integral to any technology consumer web or mobile
application. This also includes specific technology applications in these
areas:
·
|
Specialized
Web Aggregation Systems
|
·
|
Advanced
Personalization, Recommendation, Automated Discovery and
Matching
|
·
|
Vector
Space Search Indexing Technology
|
·
|
Vertical
& Specialized Search Engines for Mobile
Apps
|
·
|
Cognitive
Computing Algorithm Development
|
·
|
Powerful
APIs
|
·
|
Simplified
Scalable Consumer Web Offerings
|
We are
currently in the process of patenting all methods and applications developed.
Concurrently, we adheres to a solid release schedule with the first series of
releases, which include search and recommendation for mobile apps and a
surrounding a TV-like channel consumption of entertainment content based on
search and automated discovery experiences. The following diagram illustrates
the release schedule, which is on track for a commercial grade release during
the first quarter of 2010.
8
Screenshot
of the current Mimvi automated video discovery channel:
Our
products and services continue to be built with the consumer web and social
networking mobile generation in mind. Additional releases from the
Company include providing users and developers with an array of easy to use
tools to create and share applications. Our products and services are tightly
integrated with revenue approaches that stick to the theme of purchasing search
results or keywords surrounding automated content driven channel experiences.
Our products and services are being developed to be fully iPhone, iPod Touch,
Google Android, Symbian and Windows Mobile compatible. Our company reflects a
passion for the human desire to search and discover, and the belief that soon
everything on the Web will need to be consumed based on simple, powerful
personalized search and automated discovery experiences.
9
Transaction
Platforms
Our
algorithms are coupled with relevant advertising platforms that display
personalized mobile apps, products, services, virtual goods and merchandise. The
platform is available to large and small advertisers. The Company’s advertising
marketplace and transaction platform support mobile payments, micropayments and
standard payment processing methods.
Transactions
can be enabled on our partner sites. Our technology platforms and algorithms can
be used to power other partner sites with the goal of revenue sharing on any
resulting transactions where search or recommendation results are powered by our
technology.
Our
revenue goals relate to creating high-value around keywords and content that can
be exchanged via our Transaction Platform. Our focus is to achieve this with
high user retention by offering a series of entertainment search, automated
discovery and personalization experiences that are more simple and powerful than
any other service.
Consumer
spending habits have been redefined by recent changes in the world’s economy. We
understand this and consider this difficulty a clear opportunity based on a deep
experience with the mobile space, consumer web and enterprise. Companies must
move beyond basic unique visitor counts and instead into query counts, visitor
retention and multi-path transaction conversion. We funnel these into the
following revenue streams:
·
|
Micro-transactions
|
·
|
Mobile-enabled
Transactions
|
·
|
Marketplaces
for Keywords (something only a query-focused platform can benefit
from)
|
·
|
App
Marketplaces (based on Mimvi search and automated discovery
APIs)
|
·
|
API
Results Distribution
|
·
|
Revenue
Sharing & Equity Positioning Based on Mimvi-powered Ecosystem
Partners
|
·
|
Tiered
subscriptions connected to advanced search and automated discovery
experiences
|
·
|
Lead
generation
|
·
|
Advertising
|
·
|
Enterprise
Licensing & Consulting
|
Hedged
Mimvi revenue models can be segmented in the following divisions:
10
In the
era of this new web economy, personalized search and automated discoveries are
more important than ever in converting consumers into paying customers. Whether
the sector is music, movies or books, customers are always looking for guidance
and suggestions as to what mobile apps and purchases might best suit their
desires.
Personalization,
recommendation and discoveries have become one of the primary driving factors
behind sales. Besides buying things to fulfill direct necessities or desires,
customers like to browse to find complementary purchases. Consequently, the
higher the degree to which mobile app or content is personalized, the higher the
sales volume will be.
More
importantly, this is not a linear relationship. As the accuracy of discoveries
and personalization improve, there is a potential for an exponential growth in
sales. Good personalization technology increases sales, which produces even
further personalization and additional sales. A small improvement in the ability
to personalize or recommend content leads to a large boost in
revenue.
International
Applications
Along
with the US and UK, countries such as China represent a significant opportunity
for our Company’s search and recommendation technology platforms. Our strategy
includes leveraging its language-independent approaches to provide superior
personalized search and discovery services to mobile apps and content in China,
particularly video content. Other international efforts include countries such
as Japan, France, India, Russia and many more.
Market
Demand
The
market demand for mobile apps is clear. Market demand for simplicity, power and
choice on the Internet is greater than ever before. Content on the Internet is
increasing exponentially. Today’s media and technology companies have
commoditized content and search results and consumers are not getting what they
are looking for.
Many
leading media and search technology companies believe that providing access to
limited media and choice is enough. As a result, today’s content and search
experiences are complex and require the consumer to work hard to connect with
what they truly need and want.
This has
created a great demand for simple and powerful content, search and automated
discovery experiences, which are filled with choice based on leveraging
commoditized content and search results from a variety of sources.
We
recognize that on the Internet there is a large market demand for powerful
Internet experiences defined by the consumer, not a company. New Internet
content experiences relate to vertical and specialized search, automated
discovery and personalization platforms connecting people to mobile apps,
millions of videos, images, and hidden knowledge with unprecedented ease and
refreshing simplicity.
11
We fills
this demand by specializing in delivering new, simple, powerful search and
automated discovery experiences with immediate satisfaction to the consumer on
any device and in any location. This is done with any content based on new
technology, algorithms and, more importantly, consumer strategy. Reducing steps,
increasing power and choice is where our Company excels.
Creating
the new roadways to meet consumer demand is part of the Mimvi technology
experience.
Logistics and
Inventory
We use
the Internet to manage its logistics. This includes its consumer web destination
sites. We own and operate several network operations centers and server farms
along with cloud computing centers in partnership with Amazon and Rackspace,
Inc. These are located San Francisco CA, Berkeley CA, New York NY and Nagoya
Japan.
Competition
Major
Competitors
Our
primary competitors include Google, Apple, Baidu, Amazon and NetFlix. Many have
the opportunity to qualify as competitors to the Mimvi experience. As
competitors, we consider leading search engines, social networks and companies
that have used entertainment content to capture the attention and loyalty of
consumers in a limited way. Companies that have used entertainment as a
foundation to introduce new hardware and expanded search experiences remain
competitive to our Company.
Our
competitors such as Google, Apple, Baidu, VEVO, Amazon, NetFlix and many others
have clearly benefited from offering platforms founded on entertainment content
combined with search experiences.
We
recognize the importance of competing not only on the battlegrounds of consumer
acquisition but also in revenue potential based on new hybrid revenue models for
a new economy.
Our
Competitive Advantages
Our
primary competitive advantage is based on its proprietary set of search and
discovery algorithms based on cognitive computing approaches along with a team
and strategy that has a proven track record of success at executing
commercial-grade platforms that excite consumers, enterprises and academic
institutions. At its core, our technology applies to automated intelligence
acquisition in any data domain and for any device. We are in constant pursuit of
patents related to all aspects of its cognitive computing technology, platform
and applications.
We
understand the power of combining search technology with entertainment content
and how this has proved successful for companies such as Apple, Baidu, NetFlix
and Google.
Our team
has a high-level of prescience when it comes to understanding what excites the
consumer and investors. This includes, but is not limited to, its current
strategy of initially applying cognitive computing technology to enable the
world’s largest search and discovery engine to help people find mobile apps.
Mobile apps are the new "websites" and mobile devices are the new "browsers". In
1996 there were 100,000+ websites, today there are 180,000+ mobile apps which
are exponentially increasing at a higher rate on varying platforms including the
iPhone, Google Android, Windows Mobile, Symbian and Nokia app
stores.
12
In
addition, based on the experience of our team and its technology, we intend to
apply a competitive approach to enabling consumers to search and automatically
discover videos in the area of entertainment and general exploration in an
extremely simple way similar to watching TV.
Our
competitive advantages also include its ability to cross-pollinate user traffic,
consumer attention and revenue between its search and discovery
properties.
Top-notch
strategists and engineers in the areas of entertainment technology lead the
Company. Most notably these are from companies and organizations such as
Lawrence Berkeley National Laboratory, SeeqPod, Inc. (responsible for 50M
uniques and 250M monthly queries), TiVo and UC Berkeley. The history of our team
includes strategy and execution that have resulted in platinum enterprise and
consumer web offerings, which include being winners of the 2008 R&D100
Award, also known as the “Oscars of Invention”, given by Steven Chu, US Energy
Secretary and Lawrence Berkeley National Laboratory for biomimetic search engine
technology.
Kasian
Franks, former founder, CEO and CVO of SeeqPod, Inc., which generated 250
million searches per month and 50 million unique visitors per month, founded
Mimvi, Inc. in 2010. The technology team and advisors continue to evolve
breakthroughs for the consumer, as was done among genomic scientists at the U.S.
Department of Energy's Lawrence Berkeley National Laboratory. Currently,
versions of Mimvi search and automated discovery offerings are ready for launch.
Full-scale commercial releases will commence during the first quarter of
2010.
Our
technology platforms enable addictive and exhilarating consumer web experiences.
The Company’s consumer web experiences are defined by simplicity and power. The
world’s general social networks and search engines have commoditized information
making it ripe for the application of our technology. The value in this
information comes from it being intelligently organized. Intelligent
organization is where the Company shines.
Business
Development
Acquiring
high quality traffic remains as a high priority for our team. High quality
traffic can be defined by revenue potential. Traffic acquisition methods are not
new to our strategy and engineering teams. Our team has a proven track record of
execution on this front. A focus within the enterprise on both traffic
acquisition and customer acquisition is key as shown in the forecast in the
chart above. This is due to our unique growth strategy of cross-pollination from
the enterprise to the consumer market and vice-versa. We also focus on
cross-pollination to and from product offerings that spawn from the overall
platform.
Organic
traffic and customer growth come from reducing clicks, steps and work both for
the consumer and customer while maintaining extremely powerful technology behind
the scenes.
In
addition, we maintain its own automated lead generation system based on its
advanced crawling platform. This, in turn, leads to a virtuous cycle of traffic
acquisition with a healthy user adoption curve.
We have a
focus on consumer loyalty and retention. Consumer loyalty connects directly to
putting the consumer first, ahead of the technology or out-dated media
distribution strategies.
13
Partnerships
Mimvi
currently has in the pipeline are structured to secure revenue, traffic and
loyal customers. Larger diversified partners will continue to have a substantial
and sustained impact on our growth.
Regulatory
Matters
Mimvi
complies with all regulatory and environmental laws and state and federal
regulation related to its operations.
Legal
Proceedings
The
Company is not a party to any material legal proceedings.
Employees
The
company currently has no employees except for Kasian Franks. Mr.
Franks has hired certain technology consultants and the Company intends to
eventually convert those consultants into employees in the next six months.
These consultants include an Engineering & Design Team, a Media Content
Team, and a Corporate Strategy & Business Development Team.
Description of
Properties
The
Company subleases space from Capital Group Communications (CGC) on a month to
month basis. The Company provides technology services to CGC in lieu
of rent. The offices are located at:
Mimvi,
Inc.
222
Columbus Ave.
San
Francisco, CA 94133
Direct:
510 552 2811
Office:
510 332 4612
Fax: 510
215 7474
Email:
contact@mimvi.com
Web:
http://www.mimvi.com
Additionally,
we use the Internet to manage its logistics. This includes its consumer web
destination sites. We own and operate several network operations centers and
server farms along with cloud computing centers in partnership with Amazon and
Rackspace, Inc. These are located San Francisco CA, Berkeley CA, New York NY and
Nagoya Japan.
Intellectual Properties
& Licenses
Mimvi is
in the process of filing multiple patents supporting its algorithms, technology
platforms and unique user experience frameworks.
14
Risk
factors
Before
you invest in our common stock, you should be aware that there are risks, as
described below. You should carefully consider these risk factors
together with all of the other information included in this prospectus before
you decide to purchase shares of our common stock. Any of the following risks
could adversely affect our business, financial condition and results of
operations. We have incurred substantial losses from inception while realizing
limited revenues and we may never generate substantial revenues or be profitable
in the future.
(1)
Our failure to file timely reports may subject us to shareholder
litigation, which may materially and adversely affect our
business.
Our failure to file our
reports in a timely manner may subject us to shareholder litigation, which may
divert the attention of our management and force us to expend resources to
defend against such claims. Any litigation may have a material and adverse
effect on our business and future results of operations.
(2)
We have a limited operating history, which may make it difficult for you
to evaluate our business and prospects.
We began operations in
January, 2010. Accordingly, we have a very limited operating history for our
current operations upon which you can evaluate the viability and sustainability
of our business and its acceptance by advertisers and consumers. It is also
difficult to evaluate the viability of our use of audiovisual advertising
displays in restaurants, audio stores and electronic store malls and other
out-of-home commercial locations as a business model because we do not have
sufficient experience to address the risks frequently encountered by early stage
companies using new forms of advertising media and entering new and rapidly
evolving markets. These circumstances may make it difficult for you to evaluate
our business and prospects.
(3) We derive
a portion of our revenues from the provision of advertising services, and
advertising is particularly sensitive to changes in economic conditions and
advertising trends.
Demand for advertising on or
through our products, and the resulting advertising spending by our clients, is
particularly sensitive to changes in general economic conditions and advertising
spending typically decreases during periods of economic downturn. Advertisers
may reduce the money they spend to advertise for a number of reasons, including
a general decline in economic conditions, a decision to shift advertising
expenditures to other available advertising media, or a decline in
advertising spending in general.
A decrease in demand for
advertising media in general and for our advertising services in particular
would materially and adversely affect our ability to generate revenue from our
advertising services, and our financial condition and results of
operations.
(4) Our
quarterly operating results are difficult to predict and may fluctuate
significantly from period to period in the future.
Our quarterly operating
results are difficult to predict and may fluctuate significantly from period to
period based on the seasonality of consumer spending trends in general. As a
result, you may not be able to rely on period to period comparisons of our
operating results as an indication of our future performance. If our revenues
for a particular quarter are lower than we expect, we may be unable to reduce
our operating expenses for that quarter by a corresponding amount, which would
harm our operating results for that quarter relative to our operating results
from other quarters.
15
(5) Our future
acquisitions may expose us to potential risks and have an adverse effect on our
ability to manage our business.
Selective acquisitions will
form a part of our strategy to further expand our business. If we are presented
with appropriate opportunities, we may acquire additional businesses, services
or products that are complementary to our core business. Our integration of the
acquired entities into our business may not be successful and may not enable us
to expand into new advertising platforms as well as we expect. This would
significantly affect the expected benefits of these acquisitions. Moreover, the
integration of any future acquisitions will require significant attention from
our management.
The
diversion of our management’s attention and any difficulties encountered in any
integration process could have an adverse effect on our ability to manage our
business. In addition, we may face challenges trying to integrate new
operations, services and personnel with our existing operations. Future
acquisitions may also expose us to other potential risks, including risks
associated with unforeseen or hidden liabilities, the diversion of resources
from our existing businesses and technologies, our inability to generate
sufficient revenue to offset the costs, expenses of acquisitions and potential
loss of, or harm to, relationships with employees and advertising clients as a
result of our integration of new businesses. In addition, we cannot assure you
that we will be able to realize the benefits we anticipate from acquiring other
companies or that we will not incur costs, including those relating to
intangibles or goodwill, in excess of our projected costs for these
transactions. The occurrence of any of these events could have a material and
adverse effect on our ability to manage our business, our financial condition
and our results of operations.
(6)
There may be unknown risks inherent in our acquisitions of companies which
could result in a material adverse effect on our business.
We will
conduct due diligence with respect to any acquisition we undertake we may not be
aware of all of the risks associated with any of the acquisitions. Any discovery
of adverse information concerning any of these acquisitions could have a
material adverse effect on our business, financial condition and results of
operations. While we may be entitled to seek indemnification in certain
circumstances, successfully asserting indemnification or enforcing such
indemnification could be costly and time consuming or may not be successful at
all.
(7) Failure to manage
our growth could strain our management, operational and other resources and we
may not be able to achieve anticipated levels of growth in the new networks and
media platforms we hope to operate, either of which could materially and
adversely affect our business and growth potential.
We have been expanding, and
plan to continue to expand, our operations. We must continue to expand our
operations to meet what we believe are the demands of our Company. This
expansion has resulted, and will continue to result, in substantial demands on
our management resources. To manage our growth, we must develop and improve our
existing administrative and operational systems and, our financial and
management controls and further expand, train and manage our work force. As we
continue this effort, we may incur substantial costs and expend substantial
resources in connection with any such expansion due to, among other things,
different technology standards, legal considerations and cultural differences.
We may not be able to manage our current or future international operations
effectively and efficiently or compete effectively in such markets. We cannot
assure you that we will be able to efficiently or effectively manage the growth
of our operations, recruit top talent and train our personnel. Any failure to
efficiently manage our expansion may materially and adversely affect our
business and future growth.
16
As we
continue to expand into new networks and new media platforms, we expect the
percentage of revenues derived from our commercial location network to decline.
However, the new advertising networks and media platforms we pursue may not
present the same opportunities for growth that we have experienced with our
commercial location network and, accordingly, we cannot assure you that the
level of growth of our networks will not decline over time. Moreover, we expect
the level of growth of our commercial location network to decrease as many of
the more desirable locations have already been leased by us or our
competitors.
(8)
If our future
technologies contain design or performance defects, our reputation and business
may be harmed and we may need to expend significant resources to address
liability.
Technology as complex as ours
may contain design and/or performance defects which are not detectable even
after extensive internal testing. Such defects may become apparent only
after widespread commercial use. Any design or performance defects in our
products or technology could have a material and adverse effect on our
reputation and business.
(9) We depend on the
leadership and services of Kasian Franks who is our founder,
chairman, chief executive officer and our largest shareholder, and our business
and growth prospects may be severely disrupted if we lose his
services.
Our future success is
dependent upon the continued service of Kasian Franks our chief executive officer,
director and our largest shareholder. We rely on his industry expertise and
experience in our business operations, and in particular, his business vision,
management skills, and working relationships with our employees and partners. We
do not maintain key-man life insurance for Mr. Franks. If he is
unable or unwilling to continue in his present position or if he joins a
competitor or forms a competing company, we may not be able to replace him
easily or at all. As a result, our business and growth prospects may be severely
disrupted if we lose his services.
(10) We may need
additional capital and we may not be able to obtain it, which could adversely
affect our liquidity and financial position.
We believe that our current
cash and cash equivalents and cash flow from operations will not be sufficient
to meet our anticipated cash needs including for working capital and capital
expenditures, for the foreseeable future. We will require additional cash
resources due to changed business conditions or other future developments. We
may seek to sell additional equity or debt securities or obtain a credit
facility. The sale of convertible debt securities or additional equity
securities could result in additional dilution to our shareholders. The
incurrence of indebtedness would result in increased debt service obligations
and could result in operating and financing covenants that would restrict our
operations and liquidity.
Our ability to obtain
additional capital on acceptable terms is subject to a variety of uncertainties,
including: investors’ perception of, and demand for securities in this Industry;
·conditions of the U.S. and other capital markets in which we may seek to
raise funds; our future results of operations, financial condition and cash
flows.
17
We cannot assure you that
financing will be available in amounts or on terms acceptable to us, if at all.
Any failure by us to raise additional funds on terms favorable to us could have
a material adverse effect on our liquidity and financial
condition.
(11) We may be subject
to intellectual property infringement claims, which may force us to incur
substantial legal expenses and, if determined adversely against us, may
materially disrupt our business.
We cannot be certain that our
technology or other aspects of our business do not or will not infringe upon
patents, copyrights or other intellectual property rights held by third parties.
Although we are not aware of any such claims, we may become subject to legal
proceedings and claims from time to time relating to the intellectual property
of others in the ordinary course of our business. If we are found to have
violated the intellectual property rights of others, we may be enjoined from
using such intellectual property, and
We may incur licensing fees
or be forced to develop alternatives. In addition, we may incur substantial
expenses in defending against these third party infringement claims, regardless
of their merit. Successful infringement or licensing claims against us may
result in substantial monetary liabilities, which may materially and adversely
disrupt our business.
(12) Unauthorized use
of our intellectual property by third parties, and the expenses incurred in
protecting our intellectual property rights, may adversely affect our
business.
We regard our trade secrets
and other intellectual property as critical to our success. Unauthorized use of
the intellectual property used in our business may adversely affect our business
and reputation.
We have historically relied
on a combination of trademark and copyright law, trade secret protection and
restrictions on disclosure to protect our intellectual property rights. We enter
into confidentiality and invention assignment agreements with all our employees.
We cannot assure you that these confidentiality agreements will not be breached,
that we will have adequate remedies for any breach, or that our proprietary
technology will not otherwise become known to, or be independently developed by,
third parties. Additionally, e cannot assure
you that any of our trademark applications will ultimately proceed to
registration or will result in registration with scope adequate for our
business. Some of our applications or registration may be successfully
challenged or invalidated by others. If our trademark applications are not
successful, we may have to use different marks for affected services or
technologies, or enter into arrangements with any third parties who may have
prior registrations, applications or rights, which might not be available on
commercially reasonable terms, if at all.
In
addition, policing unauthorized use of our proprietary technology, trademarks
and other intellectual property is difficult and expensive, and litigation may
be necessary in the future to enforce our intellectual property rights. Future
litigation could result in substantial costs and diversion of our resources, and
could disrupt our business, as well as have a material adverse effect on our
financial condition and results of operations.
(13) We face
significant competition, and if we do not compete successfully against new and
existing competitors, we may lose our market share, and our profitability may be
adversely affected.
18
Increased
competition could reduce our operating margins and profitability and result in a
loss of market share. Some of our existing and potential competitors may have
competitive advantages, such as significantly greater financial, marketing or
other resources, or exclusive arrangements, and others may successfully mimic
and adopt our business model. Moreover, increased competition will provide a
wider range of media and advertising service alternatives, which could lead to
lower prices and decreased revenues, gross margins and profits. We cannot assure
you that we will be able to successfully compete against new or existing
competitors.
(14)
We do not maintain any business liability disruption or litigation
insurance coverage for our operations, and any business liability, disruption or
litigation we experience might result in our incurring substantial costs and the
diversion of resources.
We do not have any business
liability, disruption or litigation insurance coverage for our operations. Any
business disruption or litigation may result in our incurring substantial costs
and the diversion of resources.
(15)
There may be deficiencies with our internal controls that require
improvements, and we will be exposed to potential risks from legislation
requiring companies to evaluate controls under Section 404 of the
Sarbanes-Oxley Act of 2002 in the event we become a fully reporting
company.
While we believe that we
currently have adequate internal control procedures in place, we are still
exposed to potential risks from legislation requiring companies to evaluate
controls under Section 404 of the Sarbanes-Oxley Act of 2002. Under the
supervision and with the participation of our management, we have evaluated our
internal controls systems in order to allow management to report on, and our
registered independent public accounting firm to attest to, our internal
controls, as required by Section 404 of the Sarbanes-Oxley Act. We have
performed the system and process evaluation and testing required in an effort to
comply with the management certification and auditor attestation requirements of
Section 404. As a result, we have incurred additional expenses and a
diversion of management’s time. If we are not able to meet the requirements of
Section 404 in a timely manner or with adequate compliance, we might be
subject to sanctions or investigation by regulatory authorities, such as the
SEC.
(16) Our business operations
may be affected by legislative or regulatory changes.
There are
no existing local laws or regulations that specifically define or regulate our
business. Changes in laws and regulations or the enactment of new laws and
regulations governing placement or content of our products, the industry or
otherwise affecting our business in Hong Kong may materially and adversely
affect our business prospects and results of operations. We are not certain how
the local and Federal governments will implement any regulation or how it may
affect our ability to compete in the industry and marketplace.
Risks Associated with this
Offering
(17)
Our shares are listed for trading on the OTC Bulletin Board, and our
shares will likely be classified as a “penny stock” as that term is generally
defined in the Securities Exchange Act of 1934 to mean equity securities with a
price less than $5.00. Our shares will be subject to rules that
impose sales practice and disclosure requirements on broker-dealers who engage
in certain transactions involving a penny stock.
19
We will
be subject to the penny stock rules adopted by the Securities and Exchange
Commission that require brokers to provide extensive disclosure to its customers
prior to executing trades in penny stocks. These disclosure requirements may
cause a reduction in the trading activity of our common stock, which in all
likelihood would make it difficult for our stockholders to sell their
securities.
Under the
penny stock regulations, a broker-dealer selling a penny stock to anyone other
than an established customer or accredited investor must make a special
suitability determination regarding the purchaser and must receive the
purchaser’s written consent to the transaction prior to the sale, unless the
broker-dealer is otherwise exempt. Generally, an individual with a net worth in
excess of $1,000,000, or annual income exceeding $200,000 individually, or
$300,000 together with his or her spouse, is considered an accredited investor.
In addition, under the penny stock regulations the broker-dealer is required
to:
·
|
Deliver,
prior to any transaction involving a penny stock, a disclosure schedule
prepared by the Securities and Exchange Commission relating to the penny
stock market, unless the broker-dealer or the transaction is otherwise
exempt;
|
·
|
Disclose
commissions payable to the broker-dealer and our registered
representatives and current bid and offer quotations for the
securities;
|
·
|
Send
monthly statements disclosing recent price information pertaining to the
penny stock held in a customer’s account, the account’s value and
information regarding the limited market in penny
stocks;
|
·
|
Make
a special written determination that the penny stock is a suitable
investment for the purchaser and receive the purchaser’s written agreement
to the transaction, prior to conducting any penny stock transaction in the
customer’s account.
|
Because
of these regulations, broker-dealers may encounter difficulties in their attempt
to sell shares of our common stock, which may affect the ability of selling
stockholders or other holders to sell their shares in the secondary market and
have the effect of reducing the level of trading activity in the secondary
market. These additional sales practice and disclosure requirements could impede
the sale of our securities. In addition, the liquidity for our securities may be
decreased, with a corresponding decrease in the price of our securities. Our
shares in all probability will be subject to such penny stock rules and our
stockholders will, in all likelihood, find it difficult to sell their
securities.
(18)
There has been no independent valuation of the stock, which means that the
stock may be worth less than the purchase price.
The per
share purchase price has been determined by us without independent valuation of
the shares. We established the offering price based on management’s estimate of
the value of the shares. This valuation is highly speculative and
arbitrary. There is no relation to the market value, book value, or any other
established criteria. We did not obtain an independent appraisal opinion on the
valuation of the shares. The shares may have a value significantly less than the
offering price and the shares may never obtain a value equal to or greater than
the offering price.
(19)
Investors may never receive cash distributions which could result in an
investor receiving little or no return on his or her investment.
20
Distributions
are payable at the sole discretion of our board of directors. We do not know the
amount of cash that we will generate, if any, once we have more productive
operations. Cash distributions are not assured, and we may never be in a
position to make distributions.
Participating
market maker or be approved for a quotation on the OTCBB, in which case, there
will be no liquidity for the shares of our shareholders.
(20)
Even If A Market Develops For Our Shares, Our Shares May Be Thinly
Traded With Wide Share Price Fluctuations, Low Share Prices And Minimal
Liquidity.
If a
market for our shares develops, the share price may be volatile with wide
fluctuations in response to several factors, including: potential investors’
anticipated feeling regarding our results of operations; ·increased competition;
our ability or inability to generate future revenues; and market perception of
the future of development of wood product manufacturing.
In
addition, if our shares are quoted on the OTCBB, our share price may be affected
by factors that are unrelated or disproportionate to our operating performance.
Our share price might be affected by general economic, political, and market
conditions, such as recessions, interest rates, or international currency
fluctuations. In addition, even if our stock is approved for quotation by a
market maker through the OTCBB, stocks traded over this quotation system are
usually thinly traded, highly volatile and not followed by analysts. These
factors, which are not under our control, may have a material effect on our
share price.
(21)
We Anticipate The Need To Sell Additional Authorized Shares In The Future.
This Will Result In A Dilution To Our Existing Shareholders And A
Corresponding Reduction In Their Percentage Ownership In Asian
Trends.
We may
seek additional funds through the sale of our common stock. This will result in
a dilution effect to our shareholders whereby their percentage ownership
interest in Asian Trends is reduced. The magnitude of this dilution effect will
be determined by the number of shares we will have to issue in the future to
obtain the funds required. The sale of additional stock to new
shareholders will reduce the ownership position of the current shareholders.
The price of each share outstanding common share may decrease in the event
we sell additional shares.
(22) Since Our Securities Are
Subject To Penny Stock Rules, You May Have Difficulty Reselling Your
Shares.
Our
shares are "penny
stocks" and are covered by Section 15(d) of the Securities Exchange Act
of 1934 which imposes additional sales practice requirements on broker/dealers
who sell Asian Trends Media Holdings, Inc.’s securities including the delivery
of a standardized disclosure document; disclosure and confirmation of quotation
prices; disclosure of compensation the broker/dealer receives; and, furnishing
monthly account statements. For sales of our securities, the broker/dealer must
make a special suitability determination and receive from its customer a written
agreement prior to making a sale. The imposition of the foregoing additional
sales practices could adversely affect a shareholder's ability to dispose of his
stock.
21
Kasian Franks (the “Buyer”) acquired control of
Fashion Net, Inc. (the “Registrant”) on January 15, 2010. The Buyer acquired
control by purchasing approximately 98.3% of the issued and outstanding shares
of common stock of the Registrant directly from Evelyn Meadows, former Chief
Executive Officer of the Registrant (see below).
Each
share of common stock is entitled to one vote on all matters upon which such
shares can vote. All shares of common stock are equal to each other with respect
to the election of directors and cumulative voting is not permitted. There are
no preemptive rights. In the event of liquidation or dissolution, holders of
common stock are entitled to receive, pro rata, the assets remaining, after
creditors, and holders of any class of stock having liquidation rights senior to
holders of shares of common stock, have been paid in full. All shares of common
stock are entitled to such dividends as the board of directors of the Registrant
(the “Board of
Directors”) may declare from time to time. There are no provisions in the
articles of incorporation or bylaws that would delay, defer or prevent a change
of control. The Registrant does not have any other classes of issued and
outstanding capital stock.
Pursuant
to Item 5.01(a)(8) of Current Report on Form 8-K, the information contained
in Items 1, 2 and 3 of Part I; Items 5, 6, 7 and 8 of Part II; and
Item 13 of Part III of the Registrant’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2008, is hereby incorporated by reference
into this Current Report on Form 8-K under Item 5.01 hereof.
Security
Ownership of Certain Beneficial Owners and Management
The
following table sets forth certain information, as of January 22, 2010,
concerning shares of common stock of the Registrant, the only class of its
securities that are issued and outstanding, held by (1) each shareholder
known by the Registrant to own beneficially more than five percent of the common
stock, (2) each director of the Registrant, (3) each executive officer
of the Registrant, and (4) all directors and executive officers of the
Registrant as a group:
Amount
and
|
||||||||
Nature
of
|
Percentage | |||||||
Beneficial
|
of
Common
|
|||||||
Name
and Address of Beneficial Owner (1)
|
Ownership
|
Stock(3)
|
||||||
Kasian
Franks (2)
|
1,000,000
|
85.5%
|
||||||
All
directors and executive officers as a group (1 person)
|
1,000,000
|
85.5%
|
(1)
|
Unless
otherwise indicated in the footnotes to the table, each shareholder shown
on the table has sole voting and investment power with respect to the
shares beneficially owned by him or it.
|
|
(2)
|
Mr.
Franks is the Chief Executive Officer, Secretary and Director of the
Registrant.
|
(3)
|
Based
on 10,170,000 shares of Common Stock
outstanding.
|
Change
in Control Arrangements
With the
completion of the Transaction, there are currently no arrangements that would
result in a change in control of the Registrant.
22
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers, Directors, Executive Officers, Promoters and
Control Persons
Kasian
Franks Director, Chairman of the Board, Chief Executive Officer, and
Secretary
Executive
Compensation
Shown on
the table below is information on the annual and long-term compensation for
services rendered to the Registrant in all capacities, for the fiscal years
ended December 31, 2008 and December 31, 2009, paid by the Registrant to all
individuals serving as the Registrant’s chief executive officer or acting in a
similar capacity. During the last completed fiscal year, the Registrant did not
pay aggregate compensation to any executive officer in an amount greater than
$100,000.
Annual
Compensation
|
Long
Term Compensation
|
||||||||||||||||||||||||||||||||
Restricted
|
LTIP
|
||||||||||||||||||||||||||||||||
Other
Annual
|
Stock
|
Options/
|
payouts
|
All
Other
|
|||||||||||||||||||||||||||||
Name
|
Title
|
Year
|
Salary
|
Bonus
|
Compensation
|
Awarded
|
SARs
(#)
|
($)
|
Compensation
|
||||||||||||||||||||||||
Evelyn
Meadows
|
Former
President
|
2009
|
$
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||||||||||
CEO,
CFO
|
2008
|
$
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||||||||||||||||
Chairman
|
|||||||||||||||||||||||||||||||||
Kasian
Franks
|
Current
|
2009
|
$
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||||||||||
CEO,
CFO
|
2008
|
$
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||||||||||||||||
Secretary
|
Director
Compensation
The
directors of the Registrant have not received compensation for their services as
directors nor have they been reimbursed for expenses incurred in attending board
meetings.
Certain
Relationships and Related Transactions
There
have not been any transactions, or proposed transactions, during the last two
years, to which the Registrant was or is to be a party, in which any director or
executive officer of the Registrant, any nominee for election as a director, any
security holder owning beneficially more than five percent of the common stock
of the Registrant, or any member of the immediate family of the aforementioned
persons had or is to have a direct or indirect material interest.
The
Company’s common stock is listed on the Over the Counter Bulletin Board ("OTC:
BB") under the symbol “FNNI.OB”.
23
Approximate
Number of Equity Security Holders
On March
3, 2010 the Company's common stock had a closing price quotation of
$0. As of March 3, 2010, there were approximately 25 certificate
holders of record of the Company’s common stock.
Dividends
We have
not declared or paid cash dividends on our common stock.
Recent
Sales of Unregistered Securities
There
have been no recent sales of unregistered securities.
Description
of Registrant’s Securities to be Registered
The
company is not registering any securities at this time.
Indemnification
of Officers and Directors
Our
Articles of Incorporation, as amended, Bylaws and Nevada law contain provisions
relating to the indemnification of officers and directors. Generally, they
provide that we may indemnify any person who was or is a party to any
threatened, pending, or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, except for an action by or in right
of our company, by reason of the fact that he is or was a director, officer,
employee or agent of our company. It must be shown that he acted in good faith
and in a manner, which he reasonably believed to be in, or not opposed to our
best interests. Generally, no indemnification may be made where the person has
been determined to be negligent or guilty of misconduct in the performance of
his duty to our company.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers or persons controlling our company pursuant to
the foregoing provisions, or otherwise, we have been informed that in the
opinion of the SEC such indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by us of
expenses incurred or paid by a director, officer or controlling person of our
company in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, we will, unless in the opinion of our counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by us is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of the matter.
24
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers
On
January 15, 2010 Kasian Franks was appointed as a member of the Board of
Directors.
Mr.
Franks worked as software engineer and product developer specializing in pattern
matching algorithms and tools for companies and organizations such as Sun
Microsystems, Oracle, Motorola, Tivo, mPower, and X-Mine. Franks worked at the
U.S. Department of Energy’s Lawrence Berkeley National Laboratory (LBNL), Life
Sciences Division, as a Genomic Research Scientist from 2002-2005, where, along
with Raf Podowski, and Connie Myers, he developed the technology behind SeeqPod.
Franks began to study biomimetics along with pattern matching in data and
nature. This led to 5 patents in the area of search and discovery. Later he went
on to start SeeqPod Inc. a music search, discovery and pattern matching company
in which the U.S. Department of Energy, along with Lawrence Berkeley National
Laboratory, holds a 5% stake. Under Steven Chu and Lawerence Berkeley National
Lab, Franks and SeeqPod won the 2008 R&D 100 award for biomimetic search
engines. A number of record companies have attempted to sue SeeqPod, including
Warner Music Group, Elektra Records, Rhino Records, and most recently EMI and
Capitol Records.
Mr. Franks
does not hold any other directorships with reporting companies in the United
States. There are no family relationships between Mr. Franks and the
directors, executive officers, or persons nominated or chosen by the Registrant
to become directors or executive officers. During the last two years, there have
been no transactions, or proposed transactions, to which the Registrant was or
is to be a party, in which Mr. Franks (or any member of his immediate family)
had or is to have a direct or indirect material interest.
Mr.
Franks has not, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors). Mr. Franks,
as the previous CEO of SeeqPod, Inc., filed for Chapter 7 bankruptcy protection
in February of 2009. This was in direct response to multi billion dollar
lawsuits launched by Warner Music Group, BMI, EMI, Capital Records and Electra
Records against the SeeqPod as a result of the search engine technology they
developed. The afore mentioned record companies claimed that
Seeqpod’s technology infringed on copyrighted content that existed on the
Internet and further claimed that Seeqpod posed a substantial threat to their
businesses. The Chapter 7 bankruptcy is ongoing and has not been
finalized. Other than the above mentioned Chapter 7 bankruptcy, Mr.
Franks has not, during the last five years, been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and, as a result
of such proceeding, was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws, or finding any violation with respect to
such laws. Other than the above mentioned Chapter 7 Bankruptcy, Mr. Franks has
not, during the last five years, been a party of any bankruptcy petition filed
by or against any business of which he was a general partner or executive
officer either at the time of the bankruptcy or within two years prior to that
time.
Departure
of Evelyn Meadows as President, Chief Executive Officer, Chief Financial
Officer, Secretary, and Treasurer
Evelyn
Meadows resigned as the President, Chief Executive Officer, Chief Financial
Officer, Secretary, and Treasurer of the Registrant as of January 15,
2010.
25
Appointment
of Kasian Franks as Chairman of the Board, Chief Executive Officer, Chief
Financial Officer and Secretary
On
January 15, 2010, the Registrant appointed Kasian Franks as its Chairman, Chief
Executive Officer, Chief Financial Officer and Secretary. There are no
employment agreements between the Registrant and Kasian
Franks. Information about Mr. Franks is set forth above under
“Appointment of Kasian Franks to the Board of Directors.”
Other
consultants and Advisors
Consultants &
Advisors
Eric
Stoppenhagen
Eric
Stoppenhagen, through his consulting company, Venor, Inc., focuses on financial
management of small to medium businesses desiring to go public or that are
public. He provides temporary CFO services helping with transaction advisory,
security filings, and corporate governance requirements. Mr. Stoppenhagen has
more than 10 years of financial experience, having served in an executive
capacity for several public and private companies; including President of
Trestle Holdings, Inc., CFO of AuraSource, Inc., President of Landbank Group,
Inc., and CFO of Jardinier Corporation. Mr. Stoppenhagen is a Certified Public
Accountant. He holds a Juris Doctorate and Masters of Business Administration
both from George Washington University. Additionally, he holds a Bachelor of
Science in Finance and a Bachelor of Science in Accounting both from
Indiana University.
Raf
Podowski
Raf is a
consultant and member of Mimvi Advisory Board and has a Ph.D., Bioinformatics
from Karolinska Institute, Sweden. He also has an M.S., Engineering Physics from
Rensselaer Polytechnic Institute. Raf has worked in senior research capacity
with Oracle and AstraZeneca and has authored numerous research
papers.
Mike
Muldoon
Mike
Muldoon has over 18 years experience delivering multi-tiered software systems.
Mike has a proven team leadership record, managing development efforts from
whiteboard to release and maintenance and has worked with mPower (acquired by
Morningstar), Blue Shield of California, USDA, GE. Mike has published papers on
Internet security and maintains a B.S. in Computer Science from Ohio State
University
26
Caleb
Pate
As media,
content and music Industry Strategist for Mimvi, Caleb Pate is also founder of
Pacific Radio Fire Records and a member of the American Society of Composers and
Producers (ASCAP). Caleb maintains a world-wide deal with Zomba/BMG Music
Publishing and is member of the band Seventeen Evergreen with forthcoming
UK/European releases of full-length albums licensed for the UK and Japanese
markets. Their songs have been featured in recent Summit Entertainment film
'Bandslam' with Vanessa Hudgens as well as various BBC and ITV television
programs. Appearances on BBC Radio One, BBC Six Music and XFM. Caleb has
released an album in the CMJ Top 100 of 2005 available domestically and on
iTunes. Caleb has 15 years software, internet and e-commerce experience in
analyzing user behavior and digital commerce patterns with UpSide Magazine, Bank
of America, Wells Fargo, PointConnect and HeadLight.com. Caleb has a proven team
leadership record, managing search engine media content curation efforts and
editorial content development.
James
Leftwich, IDSA
James
Leftwich has a proven track record in developing integrated user experience
architectures across the visual, physical, and informational aspects of
products, software, and systems. James has won several awards in User Experience
Architecture & Design including the IDSA / Business Week - Designs of the
Decade Award. James is responsible for over one dozen patents and has worked
with Apple, Ericsson, Hewlett Packard, PalmSource, Polaroid, Macromedia, Nike,
Nokia, Sun Microsystems, Texas Instruments, Thomson, and Xerox. James is also
maker of the iPhone video game app “DodgeDot”.
Mario
Wilson
Mario
Wilson has 19 years Sales, Marketing, Business Development and
Strategy
experience
with Silicon Valley Startups. He is also the founder Xigen.com (a search
engine), and responsible for sales in several early stage startups. Mario has
launched product sales into Networking, LDAP, Embedded Systems, WebDAV, online
collaboration technologies, Search Engine and consumer markets. He has a
background in Linguistics, Cognitive Science, Rhetoric, Semiotics, Ontology and
Syntactic Structure.
He holds
a BA in Rhetoric with University of California at Berkeley along with an
extensive Library Science Background. Mario enjoys traveling both physical
worlds and the virtual worlds of technology and the Internet.
Christian
Senn
Christian
G. Senn ("Chris" Senn) is a video game designer perhaps best known for his work
on Sonic X-Treme, the unfinished Sega Saturn game, during his stay at the Sega
Technical Institute, where he also worked on The Ooze, Comix Zone, and Dynamite
Deka II. More recently, he has worked as a game designer at companies such as
Luxoflux, Treyarch, and Bionic Games on titles including Spyborgs, Spider-Man 3,
Call of Duty: Finest Hour, True Crime: New York City, Shrek 2, and True Crime:
Streets of L.A.
27
Chris
Applegren
Chris
Appelgren has been owner and president Lookout! Records since 1997 when label
founder Larry Livermore and partner Patrick Hynes retired. Appelgren began
working at Lookout in early 1989, and ran the independent punk record label
until the company discontinued releasing new albums and laid off the staff in
connection with a series of financial troubles that caused the label to end its
relationship with Green Day, Operation Ivy and other bands at the end of 2005.
In addition, Appelgren has created original artwork and album designs for many
punk bands including Blatz, Green Day, Screeching Weasel, The Queers, The
Donnas, and Ted Leo And The Pharmacists notably.
Appelgren
also performed as vocalist in bands The Pattern, The PeeChees and Bumblescrump
and was the original drummer for The Potatomen as well as drumming for The
Lefties.
Goetz
Weber
Goetz
Weber serves as COO of doubleTwist, Inc. Prior to doubleTwist, Goetz was the
co-founder and CEO of inDplay.com – a b2b multiplatform video content
marketplace, angel funded by Eric Schmidt, William Hearst III and Shai Agassi.
inDplay was sold to Ascent Media in February 2008. Prior to inDplay, Goetz held
senior positions in strategic business development, product development, and
innovation management at SAP AG in Germany and at SAP Labs in Palo Alto. He has
worked on a number of leading SAP initiatives, including business strategy for
the SAP-Microsoft collaboration, and several new composite application product
launches spanning the financial services and manufacturing industries. He holds
a Ph.D. in Theoretical Physics, an MBA, and has authored physics publications
and patents.
Mina
Bissell
Mina
Bissell has been recognized for her lifetime contributions to the fields of
breast cancer research, the enhanced role of extracellular matrix (ECM) and the
nucleus environment to gene expression in normal and malignant tissues. These
works have ushered and have changed some central paradigms that have
strengthened the importance of context in the development of cancer. Her life
story (click here for full story) and some of the recognitions
include:
·
|
NY
Times "Old Ideas Spur New Approaches in Cancer
Fight"
|
·
|
The
Mina J. Bissell Award
|
·
|
American
Cancer Society’s Medal of Honor
|
·
|
INSERM
Annual International Award
|
·
|
American
Philosophical Society
|
·
|
Pezcoller
Foundation-AACR International Award for Cancer
Research
|
·
|
Federation
of American Societies for Experimental Biology Excellence in
Science
|
·
|
See
also: http://www.lbl.gov/LBL-Programs/lifesciences/BissellLab/main.html
|
Craig
Schmitz
Craig
Schmitz is a partner Gunderson Dettmer based in Silicon Valley. Craig represents
private and public emerging growth companies, with an emphasis on technology
companies. He also represents issuers and underwriters involved in public
offerings and companies involved in merger and acquisition transactions. In
addition, Craig represents venture capital and private equity firms in buyout
and recapitalization transactions.
28
Prior to
becoming a partner at Gunderson Dettmer, Craig served as Senior Vice President
of Corporate Development and General Counsel at Ariba, Inc., a publicly traded
enterprise software company. In this role, he was responsible for a number of
functions including mergers and acquisitions, joint ventures, strategic
investing, partnering and licensing, and corporate governance.
Craig
received his law degree from the University of California at Berkeley, Boalt
Hall School of Law. He received his bachelor's degree from the University of
California at Berkeley, where he graduated with High Honors and was elected to
Phi Beta Kappa. Craig is admitted to practice in California.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
The Share
Exchange Agreement is incorporated by reference and attached hereto as Exhibit
2.1.
29
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date:
March 5, 2010
|
FASHION
NET, INC.
|
|||
/s/
Kasian Franks
|
||||
Kasian
Franks
Chief
Executive Officer
|
30