Status Update Regarding Financials

Some details:


2K in 2020 taxes owed.

5K in accounting cost to render Annual reports 2019 - 2021 (We have had an initial meeting with Accoutant/Auditor. We need funds to engage.)

potential liability for taxes on director compensation 2018 - 2021 - estimate (max) 24K (The Coop’s exposure here may be determined by our accountant/auditor and or through government review. As executive, 2019 - 2021, I received poor guidance from a previous accountant/auditor and did not foresee that compensation for working director/contractors - Nick, Peter, Myself, Hakanto, Melissa could expose us to local Irish payroll tax.)


Resonate’s resale of technology contributed to the Coop (initial market value $1M) under the terms of a Strategic Partnership Agreement managed by Reflective Ventures nee Counterpointe (expired in Aug 2019) funded Resonate’s operations including marketing and initial platform development from Jan to Sept 2018. The Reflective/Counterpointe settlement (Memorandum of Understanding, 2021) provided for them to redeem up to 270K EU Supporting Shares (as Debentures) from Member-Approved Surpluses (with all other Supporter shareholders under the rules) in return for the technology contributed.

Subject to approval by Members, if the Board determines there is an annual surplus in any year sufficient to establish a reserve and provide dividends to Members, Supporting Shareholders may receive earnings in proportion to shares held and may be allowed to redeem their shares for face value as provided under the rules. Link.

One of the Reflective/Counterpointe partners was seated on the Board in 2018 and has been re-elected by resolution of the Members at subsequent AGMs 2019 - 21.


If Reflective/Counterpointe redeems those shares, what is our liability? Are board members liable?


I’m reading the vote on the debenture shares and I think I get it now. They’re basically the same as supporter shares, but just for “non natural persons” (:grimacing:).

It looks like this materializes in the process outlined here. Basically, if the co-op ever has enough money that the board decides members can redeem their supporter shares, it sounds like at that point Reflective/Counterpointe can redeem a share in support, from the rulebook:

iv. If the Redemption Fund contains insufficient funds to redeem all issued Supporter Shares, the members holding Supporter Shares longest will be settled first, on a pro rata basis.

So to answer your question @tshiunghan I think that they can only redeem those shares if the board decides there is a redemption fund, and then can only redeem them based on how many other people are redeeming and up to the limit set by the board.

Despite debenture shares being listed as equivelant, from the rulebook, it looks like one member can’t own more than 100,000 supporter shares. I’m not seeing that exception stipulated for debenture shares.

Are there any other debenture shares outstanding or is it just the ones for Reflective/Counterpointe?


Thank you @richjensen I’m not sure I’ve ever seen this publicly laid out. I appreciate the transparency.


These are the only Debentures issued. The MOU was negotiated by the parties to resolve and eliminate potential claims after the expiration of the Strategic Partnership Agreement of 2018.