SELLING STOCKHOLDERS
The following table presents information regarding the selling
stockholders. The selling shareholders are categorized in groups based on their
relationship to ActiveCore. The groups consist of selling shareholders (i) who
have acquired shares by providing financing to ActiveCore including converting
debts to common shares, (ii) who have acquired shares as a result of
acquisition/divestiture activities where the recipient did not become an officer
of the Company (iii) who are officers and directors of ActiveCore or those who
were shareholders of acquired companies and have become officers of ActiveCore,
or officers and directors who have converted debts to common shares, or other
officers that acquired shares as a result of employment and (iv) who are other
employees or former employees, consultants and professionals who have received
shares as a result of their employment or service to the company. A description
of each selling shareholder's relationship to ActiveCore and how each selling
shareholder acquired the shares to be sold in this offering is detailed in the
information immediately following this table.
PERCENTAGE OF
OUTSTANDING
SHARES SHARES PERCENTAGE OF
BENEFICIALLY BENEFICIALLY SHARES BENEFICIALLY
OWNED BEFORE OWNED BEFORE SHARES TO BE SOLD OWNED AFTER
SELLING STOCKHOLDER OFFERING OFFERING (1) IN THE OFFERING OFFERING(1)
----------------------------------------------------------------------------------------------------------------------------
SHARES ACQUIRED IN FINANCING TRANSACTIONS WITH ACTIVECORE TECHNOLOGIES, INC.
----------------------------------------------------------------------------------------------------------------------------
Cornell Capital Partners, L.P. 433,889 * 433,889(2) 0.0%
----------------------------------------------------------------------------------------------------------------------------
Joseph Ulman 1,191,838(3) * 1,191,838(3) 0.0%
----------------------------------------------------------------------------------------------------------------------------
Corvette Masters Inc. 6,808,162(4) * 6,808,162(4) 0.0%
----------------------------------------------------------------------------------------------------------------------------
North Atlantic Holdings Ltd 2,000,000 * 2,000,000 0.0%
----------------------------------------------------------------------------------------------------------------------------
Berra Holdings Limited 3,559,520 * 3,559,520 0.0%
----------------------------------------------------------------------------------------------------------------------------
International Brotherhood of
Electrical Workers - Local 105 4,746,118 * 4,746,118 0.0%
----------------------------------------------------------------------------------------------------------------------------
SUBTOTAL 18,739,527 3.84% 18,739,527 0.0%
----------------------------------------------------------------------------------------------------------------------------
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9
PERCENTAGE OF
OUTSTANDING
SHARES SHARES PERCENTAGE OF
BENEFICIALLY BENEFICIALLY SHARES BENEFICIALLY
OWNED BEFORE OWNED BEFORE SHARES TO BE SOLD OWNED AFTER
SELLING STOCKHOLDER OFFERING OFFERING (1) IN THE OFFERING OFFERING(1)
----------------------------------------------------------------------------------------------------------------------------
SHARES ACQUIRED AS A RESULT OF ACQUISITION/DIVESTITURE ACTIVITIES WHERE THE RECIPIENT DID NOT BECOME AN OFFICER OF
THE COMPANY
----------------------------------------------------------------------------------------------------------------------------
Neil Fishenden 3,500,000 * 3,500,000 0.0%
----------------------------------------------------------------------------------------------------------------------------
James Burnie Conning 200,000 * 200,000 0.0%
----------------------------------------------------------------------------------------------------------------------------
Potters Limited 17,661,865 3.6% 17,661,865 0.0%
----------------------------------------------------------------------------------------------------------------------------
Hemisphere Finance Limited 17,661,864 3.6% 17,661,864 0.0%
----------------------------------------------------------------------------------------------------------------------------
SUBTOTAL 39,023,729 7.99% 39,023,729
----------------------------------------------------------------------------------------------------------------------------
OFFICERS AND DIRECTORS - SHARES RECEIVED FOR DEBT CONVERSION OR AS A RESULT OF ACQUISITION/DIVESTITURE ACTIVITIES OR
FOR EMPLOYMENT
----------------------------------------------------------------------------------------------------------------------------
Brian MacDonald 32,196,969 6.6% 32,196,969(5) 0.0%
----------------------------------------------------------------------------------------------------------------------------
Peter Hamilton 27,196,969 5.6% 27,196,969(6) 0.0%
----------------------------------------------------------------------------------------------------------------------------
Kevin Birch 18,679,502 3.8% - 18,679,502(7) 0.0%
----------------------------------------------------------------------------------------------------------------------------
Geno Villella 4,278,261 * 4,278,261 0.0%
----------------------------------------------------------------------------------------------------------------------------
Steven Smith 2,000,000 * 2,000,000 0.0%
----------------------------------------------------------------------------------------------------------------------------
Stephen Lewis 2,000,000 * 2,000,000 0.0%
----------------------------------------------------------------------------------------------------------------------------
John Choy 2,000,000 * 2,000,000 0.0%
----------------------------------------------------------------------------------------------------------------------------
George Theodore and/or 1543772
Ontario Limited 16,000,000 3.3% 16,000,000 0.0%
----------------------------------------------------------------------------------------------------------------------------
Kent Emmerson 15,379,101 3.1% 15,379,101 0.0%
----------------------------------------------------------------------------------------------------------------------------
Robert Schieren 15,379,101 3.2% 15,379,101 0.0%
----------------------------------------------------------------------------------------------------------------------------
Anthony James McGurk 14,360,243 3.0% 14,360,243 0.0%
----------------------------------------------------------------------------------------------------------------------------
Chris Champion 2,000,000 * 2,000,000 0.0%
----------------------------------------------------------------------------------------------------------------------------
Rhonda Lindsay 750,000 * 750,000 0.0%
----------------------------------------------------------------------------------------------------------------------------
Terry Durette 1,000,000 * 1,000,000 0.0%
----------------------------------------------------------------------------------------------------------------------------
Leslie Sheppard 1,000,000 * 1,000,000 0.0%
----------------------------------------------------------------------------------------------------------------------------
SUBTOTAL 154,220,146 31.6% 154,220,146
----------------------------------------------------------------------------------------------------------------------------
EMPLOYEES, CONSULTANTS AND PROFESSIONALS
----------------------------------------------------------------------------------------------------------------------------
Roland Ujj 666,000 * 666,000 0.0%
----------------------------------------------------------------------------------------------------------------------------
Gerald Campbell 5,000,000 1.0% 5,000,000 0.0%
----------------------------------------------------------------------------------------------------------------------------
Rodger Cowan 4,000,000 * 4,000,000 0.0%
----------------------------------------------------------------------------------------------------------------------------
1582579 Ontario Limited 17,000,000 3.5% 17,000,000 0.0%
----------------------------------------------------------------------------------------------------------------------------
Ron Hikel 1,000,000 * 1,000,000 0.0%
----------------------------------------------------------------------------------------------------------------------------
Ismail Essack 300,000 * 300,000 0.0%
----------------------------------------------------------------------------------------------------------------------------
Yvan Coessens 150,000 * 150,000 0.0%
----------------------------------------------------------------------------------------------------------------------------
Anthony James McGurk in trust
for the employees of Twincentric
Limited 1,000,000 * 1,000,000 0.0%
----------------------------------------------------------------------------------------------------------------------------
Philip Wattleworth 1,000,000 * 1,000,000 0.0%
----------------------------------------------------------------------------------------------------------------------------
Adrian Thompson 500,000 * 500,000 0.0%
----------------------------------------------------------------------------------------------------------------------------
Patrick Boydell 500,000 * 500,000 0.0%
----------------------------------------------------------------------------------------------------------------------------
Jon Conner 500,000 * 500,000 0.0%
----------------------------------------------------------------------------------------------------------------------------
Joe Oliva 500,000 * 500,000 0.0%
----------------------------------------------------------------------------------------------------------------------------
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10
PERCENTAGE OF
OUTSTANDING
SHARES SHARES PERCENTAGE OF
BENEFICIALLY BENEFICIALLY SHARES BENEFICIALLY
OWNED BEFORE OWNED BEFORE SHARES TO BE SOLD OWNED AFTER
SELLING STOCKHOLDER OFFERING OFFERING (1) IN THE OFFERING OFFERING(1)
----------------------------------------------------------------------------------------------------------------------------
Gerry Vandonkersgooed 500,000 * 500,000 0.0%
----------------------------------------------------------------------------------------------------------------------------
Kenneth Ho Ming Leung 500,000 * 500,000 0.0%
----------------------------------------------------------------------------------------------------------------------------
Tim Tang 750,000 * 750,000 0.0%
----------------------------------------------------------------------------------------------------------------------------
U Jin Hoo 500,000 * 500,000 0.0%
----------------------------------------------------------------------------------------------------------------------------
Adam Stotts 750,000 * 750,000 0.0%
----------------------------------------------------------------------------------------------------------------------------
Dan Tripp 100,000 * 100,000 0.0%
----------------------------------------------------------------------------------------------------------------------------
Russell Hamilton 100,000 * 100,000 0.0%
----------------------------------------------------------------------------------------------------------------------------
Nadeen Hawa 100,000 * 100,000 0.0%
----------------------------------------------------------------------------------------------------------------------------
Valerie Shen 500,000 * 500,000 0.0%
----------------------------------------------------------------------------------------------------------------------------
Steve Ariss 100,000 * 100,000 0.0%
----------------------------------------------------------------------------------------------------------------------------
Jason Azevedo 50,000 * 50,000 0.0%
----------------------------------------------------------------------------------------------------------------------------
Graham Lowman 500,000 * 500,000 0.0%
----------------------------------------------------------------------------------------------------------------------------
Fredrick Wahrman 500,000 * 500,000 0.0%
----------------------------------------------------------------------------------------------------------------------------
SUBTOTAL 37,066,000 7.59% 37,066,000 0.0%
-----
----------------------------------------------------------------------------------------------------------------------------
TOTAL 249,049,402 51.0% 249,049,402 0.0%
----------------------------------------------------------------------------------------------------------------------------
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* Less than 1%.
(1) Applicable percentage of ownership is based on 488,263,053 shares of
common stock outstanding as of December 21, 2004 together with securities
exercisable or convertible into shares of common stock within 60 days.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of common stock
subject to securities exercisable or convertible into shares of common
stock that are currently exercisable or exercisable within 60 days are
deemed to be beneficially owned by the person holding such securities for
the purpose of computing the percentage of ownership of such person, but
are not treated as outstanding for the purpose of computing the percentage
ownership of any other person. Note that affiliates are subject to Rule
144 and Insider trading regulations - percentage computation is for form
purposes only.
(2) Consists of 168,889 shares of common stock, 265,000 shares of common stock
underlying a warrant with 15,000 shares having an exercise price of $0.50
per share and 250,000 shares having an exercise price of $0.099 per share.
(3) Consists of 595,919 shares of restricted common stock purchased at the
price of $ .015 and a warrant to purchase an additional 595,919 shares of
common stock at the price of 0.018 prior to November 30, 2005.
(4) Consists of 3,404,081 shares of restricted common stock purchased at the
price of $ .015 and a warrant to purchase an additional 3,404,081 shares
of common stock at the price of 0.018 prior to November 30, 2005.
(5) Consists of 32,196,969 received for debt conversion in 2003 and 2004
(6) Consists of 27,196,969 received for debt conversion in 2003 and 2004
(7) Consists of 12,037,173 previously registered plus 6,642,329 received for
debt conversions in 2003 and 2004
The following information contains a description of each selling
shareholder's relationship to ActiveCore Technologies and how each selling
shareholder acquired the shares to be sold in this offering is detailed below.
None of the selling stockholders have held a position or office, or had any
other material relationship, with ActiveCore, except as follows:
SHARES ACQUIRED IN FINANCING TRANSACTIONS WITH ACTIVECORE
o CORNELL CAPITAL PARTNERS, L.P. Cornell Capital Partners, L.P. is the
investor under the Equity Line of Credit and the former holder of
convertible debentures. All investment decisions of Cornell Capital
Partners are made by its general partner, Yorkville Advisors, LLC.
Mark Angelo, the managing member of Yorkville Advisors, makes the
investment decisions on behalf of Yorkville Advisors. Cornell
Capital Partners acquired all shares being registered in this
offering in financing transactions with ActiveCore Technology. That
transaction is explained below:
11
o EQUITY LINE OF CREDIT. In April 2002, we entered into an Equity Line
of Credit with Cornell Capital Partners, L.P. Pursuant to the Equity
Line of Credit, we could, at our discretion, periodically sell to
Cornell Capital Partners shares of common stock for a total purchase
price of up to $10.0 million. For each share of common stock
purchased under the Equity Line of Credit, Cornell Capital Partners
paid ActiveCore 92% of the lowest closing bid price of our common
stock on the Over-the-Counter Bulletin Board or other principal
market on which our common stock was traded for the 5 days
immediately following the notice date. Further, Cornell Capital
Partners retained a fee of 3% of each advance under the Equity Line
of Credit. In connection with the Equity Line of Credit, Cornell
Capital Partners received 3,032,000 shares of common stock, 168,889
shares as a penalty for the late approval of ActiveCore's February
14, 2003 SB-2 filing and warrants to purchase 265,000 shares of
common stock as a commitment fee. We are maintaining the
registration of the 168,889 shares of common stock originally
received by Cornell as a late filing penalty and the warrant
consisting of 265,000 shares of common stock with 15,000 shares
having an exercise price of $0.50 per share and 250,000 shares
having an exercise price of $0.099 per share. We are not seeking
additional registration of more shares under the Equity Line of
Credit with Cornell Capital Partners, L.P. as we believe that we
will be able to finance the Company from other sources of funds.
o JOSEPH ULMAN AND CORVETTE MASTERS INC. Joseph Ulman and Corvette
Masters Inc., a private company controlled by Joseph Ulman, are
unaffiliated shareholders. The shareholders purchased 4,000,000
restricted common shares at a price of $0.015 with a warrant
attached to purchase an additional number of common shares at a 20%
premium to market to expire within 18 months of purchase. Joseph
Ulman makes the investment decisions on behalf of himself and
Corvette Masters Inc. Under the terms of the share purchase
agreement the Company undertook to register both the shares and the
warrants at the next submission of a registration statement.
o NORTH ATLANTIC HOLDINGS LTD. North Atlantic Ltd. is a holding
company for Jarvis Ryan, a former trade debt holder of the Company,
who converted debt in the amount of $48,000 in February 2004 at
$.024 into 2,000,000 restricted common shares. Mr. Jarvis makes the
investment decisions for North Atlantic Ltd.
o BERRA HOLDINGS LIMITED. Berra Holdings provided term financing for
the company in the year 2000 and subsequently converted the debt and
accrued interest in the amount of $88,988 into 3,559,520 restricted
common shares in February 2004 at a price of $.024. Mr. Peter
Cochrane makes the investment decisions for the Company.
o INTERNATIONAL BROTHERHOOD OF ELECTRICAL WORKERS LOCAL 105. On
September 30, 2004 the IBEW converted a term loan previously made to
a Canadian subsidiary, ActiveCore Technologies Limited, in the
amount of $500,000 in to Series C preferred shares of Activecore
Technologies, Inc.. At the time of the conversion ActiveCore
Technologies Limited owed $70,191.77 in accrued interest on the
loan. This interest was converted to common shares at the closing
share price on September 30, 2004 at $.015 which represented
4,746,118 restricted common shares. Mr. John Grimshaw makes the
investment decisions for this union local.
SHARES ACQUIRED AS A RESULT OF ACQUISITION ACTIVITIES
o NEIL FISHENDEN. In December 2003 the Company purchased the name
E-communities UK Limited and certain distribution agreements for the
expenseworld product from Mr. Neil Fishenden in a transaction valued
at $101,500 in which 3,500,000 restricted common shares valued at
$0.029 were issued. Mr. Fishenden makes his own investment
decisions. The purchase price was fully expensed in the fourth
quarter of 2003.
o JAMES BURNIE CONNING. In June 2004 the Company purchased 50% of the
existing common shares of Twincentric Limited from Mr. Conning who
was retiring from management of Twincentric. Mr. Conning sold his
50% holding of Twincentric to the Company in exchange for 200,000
common shares valued at $4,875 or $0.024 per share.
o POTTERS LIMITED AND HEMISPHERE FINANCE LIMITED Effective March 31,
2003 we sold Ignition Entertainment Limited, previously a wholly
owned subsidiary of the Company to Potters Limited and Hemisphere
Finance Limited. Prior to the sale of Ignition, Potters Limited and
Hemisphere in effect acquired all of the shares of IVP that were
originally issued to the founding shareholders of Ignition in order
12
that Potters and Hemisphere could pay back to us 11,000,000 shares
of IVP as partial payment for the subsidiary. We are registering the
original shares less the 11,000,000 share re-payment and subsequent
rescission of these 11,000,000 shares in this registration
statement. Mr. Faisal Randeree makes the investment decisions for
Potters and Mr. S. Khan makes the investment decisions for
Hemisphere Finance.
CURRENT AND FORMER OFFICERS AND DIRECTORS
o BRIAN MACDONALD, PETER HAMILTON, KEVIN BIRCH AND GENO VILLELLA. Mr.
MacDonald and Mr. Hamilton are officers and directors of our
Company. Mr. Birch was an officer of our Company and Mr. Villella is
an employee of our Company. A portion of the shares being registered
in this offering on behalf of Messrs. MacDonald, Hamilton, Birch and
Villella were issued in connection with the stock purchase agreement
between ActiveCore and International Technology Marketing, Inc. As
explained elsewhere in this prospectus the reason for acquiring ITM
was to obtain the management services of Messrs. MacDonald,
Hamilton, Birch, and Villella. Of the 50,000,000 shares provided in
consideration for the acquisition of ITM, 20,000,000 were issued in
the quarter ended September 30, 2002; 10,000,000 were issued in the
quarter ended December 31, 2002 and the remaining 20,000,000 were
issued in the quarter ended June 30, 2003. International Technology
Marketing Inc. and ActiveCore Technologies completed a stock
purchase agreement on September 17, 2001, which was subsequently
ratified by a resolution passed at the annual shareholders' meeting
held on November 16, 2001. In negotiating the agreement between ITM
and ActiveCore it was originally agreed that the 50,000,000 shares
would be released upon achievement of milestones for revenue
achievement. 30,000,000 of the shares were released in accordance
with the original milestone agreement and recorded as "compensation
shares" and valued at market as at the last trading day of the
quarter in which they were released. In the quarter ended September
30, 2002, 20,000,000 shares became eligible for release and in the
quarter ended December 31, 2002, 10,000,000 shares became eligible
for release, the shares were valued at the closing price of the
shares as at September 30, 2002 and December 31, 2002, respectively,
and totaled $5,500,000. This value was recorded as an expense in the
financial statements for the year ended December 31, 2002 which
greatly increased our operating loss for the fiscal year on a
non-cash basis. Following the end of the fiscal year it became
apparent to the board of directors that the arrangement whereby
milestone attainment would result in additional shares being
released at progressively higher share prices actually worked
against the interests of shareholders as greater expenses would have
been incurred thereby resulting in reduced profits and thereby
reduced share prices. The board of directors decided to amend the
agreement dated August 17, 2001 to remove the requirement for
milestone attainment. In total, Messrs. MacDonald, Hamilton and
Birch each received 14,973,913 shares of common stock and Mr.
Villella received 4,278,261 shares of common stock in connection
with the ITM stock purchase agreement. All of these shares are being
registered in this offering having been previously registered under
other Form SB-2 filings.
In addition to the 50,000,000 shares referenced above as a result of
the ITM acquisition, ActiveCore is registering 2,000 shares of
common stock issued in connection with the acquisition of
Springboard Technology Solutions now renamed ActiveCore Technologies
Limited our Canadian subsidiary. These shares were issued to Messrs.
MacDonald, Hamilton, Birch, Villella and Ms. Bullock in connection
with that acquisition, which was consummated on July 1, 2002. The
cost of the acquisition was accounted for as $260 which was the
market value of the shares at issue date. Messrs. MacDonald,
Hamilton and Birch each received 560 shares of common stock. Mr.
Villella and Ms. Bullock each received 160 shares of common stock.
All of these shares are being registered in this offering.
In the quarter ended June 30, 2003 Messrs. MacDonald and Hamilton
converted debts owed to them by ActiveCore into shares and each was
provided with 17,084,976 shares representing conversion of debts at
the rate of $0.025 per share. In the quarter ended September 30,
2003, Mr. Birch also converted amounts owed to him by Active Core
and received 1,562,700 shares converted at the rate of $0.025 per
share.
In the quarter ended December 31, 2003 Messrs. MacDonald and
Hamilton converted debts owed to them by ActiveCore into shares and
each was provided with 17,084,976 shares representing conversion of
debts at the rate of $0.025 per share. In the quarter ended
September 30, 2003, Mr. Birch also converted amounts owed to him by
Active Core and received 1,562,700 shares converted at the rate of
$0.025 per share.
In the quarter ended March 31, 2004 Mr. Birch converted debts owed
to him by ActiveCore into shares and was issued 2,096,875 shares
representing conversion of debts in the amount of $50,325 at the
rate of $0.024.
13
On April 28, 2004 Messrs. MacDonald and Hamilton converted debts
owed to them by ActiveCore into shares. Mr. MacDonald was issued
25,833,333 and Mr. Hamilton was issued 20,833,333 restricted common
shares representing conversion of debts of $560,000 at the then
share price of $0.012 per share. Each of Messrs. MacDonald,
Hamilton, Birch and Villella make their own investment decisions.
o J. STEVEN SMITH. J. Steven Smith is an independent director of
ActiveCore and is the President and CEO of ROH Inc., an Alexandria,
Virginia based IT software and services company. As compensation for
serving as a director, 1,000,000 shares of common stock vested on
the first anniversary of his election to the board of directors and
an additional 1,000,000 shares vested on November 1, 2003. Mr. Smith
was elected on November 16, 2001. Mr. Smith does not receive any
other consideration for his time and attention to ActiveCore
Technologies. Mr. Smith makes his own investment decisions.
o STEPHEN LEWIS. Stephen Lewis is an independent director of
ActiveCore and is a self employed consultant and former business
owner. As compensation for serving as a director, 1,000,000 shares
of common stock vested on first becoming a director of ActiveCore
and a second 1,000,000 shares vested on November 1, 2003. Mr. Lewis
was named to the board on June 23, 2003. Mr. Lewis is the
independent financial expert on our board. Mr. Lewis makes his own
investment decisions.
o JOHN CHOY. Mr. John Choy a certified accountant provides financial
and accounting services to the Company. Mr. Choy has been employed
since July 14, 2004 and was issued 2,000,000 common shares. The
shares were valued at $0.012 per share for a total consideration of
$24,000. Mr. Choy makes his own investment decisions.
o GEORGE THEODORE AND 1543772 ONTARIO INC. Effective July 31, 2004
ActiveCore entered into a one way call agreement with respect to
8,000,000 shares of Infolink Technologies Limited which may be
exchanged in consideration of 16,000,000 common shares of
ActiveCore. On September 28, 2004 the Company issued the shares in
relation to the call agreement and is holding the 16,000,000 common
shares in safekeeping pending the transaction closing. The shares
were valued at $0.015 for a total value of the transaction of
$240,000. Mr. Theodore makes his own investment decisions and for
1543772 Ontario Inc.
o KENT EMMERSON AND ROBERT SCHIEREN. Mr. Emmerson and Mr Schieren were
each 50% shareholders of C Comm Network Corporation which was
acquired by Activecore on May 6 2004. The Company valued the shares
at $461,962 or $0.015 per share. Both of Messrs. Emmerson and
Schieren continue to be employed in executive positions in the
ActiveCast division. Each of Messrs. Emmerson and Schieren make
their own investment decisions.
o ANTHONY JAMES MCGURK. Mr. McGurk was a 50% shareholder of
Twincentric together with Mr. Conning. Twincentric Mr McGurk
continues as managing director of the UK subsidiary of Twincentric.
The Company valued the shares at provided to Mr. McGurk at $350,000
or $0.024 per share. Mr McGurk makes his own investment decisions.
o CHRIS CHAMPION. Mr. Chris Champion is employed in our UK subsidiary
office as managing director of ActiveCore Technologies UK Limited.
In January 2004 he was issued 1,000,000 restricted common shares
valued at $.027 which are subject to forfeiture over the first 12
months of his employment. As a reward for the excellent results
achieved since joining the company Mr. Champion was issued an
additional 1,000,000 restricted shares on September 28, 2004 valued
at $0.015 which are being recognized as an expense over the next
four quarters. Mr. Champion makes his own investment decisions.
o RHONDA LINDSAY. Ms. Rhonda Lindsay was appointed VP US operations
for MDI Solutions in September 2003 following purchase of certain
assets of SCI Healthcare and was allocated shares as an employment
incentive. The company issued 500,000 restricted common shares
valued at 0.031. In February 2004 the company issued a further
250,000 restricted common shares valued at $0.024. The expenses
related to these shares are being recognized over 4 quarters. Ms.
Lindsay makes her own investment decisions.
o TERRY DURETTE. Mr. Terry Durette was appointed as VP North American
Sales and Operations for MDI solutions in January 2004 and was
issued 1,000,000 restricted common shares which are subject to
forfeiture over the first 12 months of his employment. The shares
were valued at $.024 for a total consideration of $24,000 which is
being recognized over 4 quarters. Mr. Durette makes his own
investment decisions.
14
o LESLIE SHEPPARD. Ms. Leslie Sheppard was appointed VP Business
Development in January, 2004 and was provided with 1,000,000 common
shares which are subject to forfeiture over the first 12 months of
his employment. The shares were valued at $0.024 for a total
consideration of $24,000 which is being recognized over 4 quarters.
Ms. Sheppard makes her own investment decisions.
EMPLOYEES, CONSULTANTS AND PROFESSIONALS
o ROLAND UJJ. In July 2004 ActiveCore purchased a limited source code
licence to certain proprietary software for mass broadcasting of
faxes from the developer Roland Ujj. Mr. Ujj works on an occasional
basis for ActiveCore as a software developer. Mr. Ujj elected to
take the consideration of $10,000 in the form of restricted common
shares of the Company. On September 28, 2004 the company issued
666,000 restricted shares valued at $10,000 to Mr. Ujj. Mr. Ujj
makes his own investment decisions.
o GERALD CAMPBELL. In June, 2003 the company entered into a one year
consulting contract with Mr. Campbell with respect to cell phone
games and other web based entertainment software. Mr. Campbell was
issued 5,000,000 shares of restricted common shares valued at $0.025
or $125,000. Mr. Campbell makes his own investment decisions.
o RODGER COWAN. In July 2003, Mr. Rodger Cowan was employed as a
consultant for one year in the field of medical data integration. Mr
Cowan was issued 4,000,000 restricted common shares valued at $.024
per share valued at $96,000. Mr. Cowan makes his own investment
decisions.
o 1582579 ONTARIO LIMITED. In January 2004, the company entered into a
consulting agreement for a term of 12 months with 1582579 Ontario
Limited, an unrelated entity, and paid a deferred consulting fee
which is being expensed over four quarters. Consideration of
5,000,000 restricted common shares valued at $0.024 will be paid. In
September, 2004, 1582579 Ontario Limited was again engaged as a
consulting firm to provide sales, strategic and acquisition related
services for the company. 1582579 Ontario Limited was issued
12,000,000 restricted common shares valued at $.015 or $180,000.
Joseph Ulman makes the investment decisions for the company. 1582579
Ontario Limited has signed a letter acknowledging that the Company
will retain the shares in safekeeping pending completion of both
consulting contracts.
o RON HIKEL. In May, 2004 Mr. Ron Hikel was engaged as a consultant to
provide advice and assistance in the healthcare field to our MDI
Solutions division. Mr. Hikel was issued 1,000,000 restricted common
shares valued at $.015 for a value of $15,000. Mr. Hikel makes his
own investment decisions.
o ISMAIL ESSACK. In March 2003 Ismail Essack, a former employee of
ActiveCore Technologies was provided with 300,000 shares of
restricted stock for services related to the divestiture of Ignition
Entertainment in March 2003. Mr. Essack's shares were valued at .025
for $7,500. Mr. Essack makes his own investment decisions.
o YVAN COESSENS. In July 2004 Mr. Coessens received 150,000 shares
valued at .015 as compensation for investor relations activities in
Europe. Mr. Coessens is located in Belgium and assists with
translation of information between English and several European
languages. Mr. Coessens makes his own investment decisions.
o ANTHONY JAMES MCGURK IN TRUST FOR THE EMPLOYEES OF TWINCENTRIC
LIMITED. As part of the acquisition of Twincentric Limited the
company provided for existing employees of Twincentric to be given
shares in the acquiring entity. Activecore issued 1,000,000 shares
valued at $0.024 or $24,000 as retention bonuses. The shares will be
issued to specific employees in December 2004.
o PHILIP WATTLEWORTH. In January 2004 we issued 1,000,000 restricted
common shares to Philip Wattleworth an employee in our UK office.
The shares were valued at $0.027 for a value of $27,000. Mr.
Wattleworth makes his own investment decisions.
15
o ADRIAN THOMPSON. In February 2004 we issued 500,000 restricted
common shares to Adrian Thompson then an employee in our UK office.
The shares were valued at $0.024 for a value of $27,000. Mr.
Thompson makes his own investment decisions.
o PATRICK BOYDELL, JON CONNER, JOE OLIVA, GERRY VANDONKERSGOOED. In
May 2004, Patrick Boydell, Jon Conner, Joe Oliva, Gerry
Vandonkersgooed joined the Company as consultants to its Activecast
division. In May 2004 the Company issued shares valued at $.015.
These employees have signed a letter allowing the Company to retain
the shares in safekeeping pending completion of their 12 months of
service. Each of Messrs. Boydell, Conner, Oliva and Vandonkersgooed
make their own investment decisions.
o KENNETH HO MING LEUNG, TIM TANG, U JIN HOO, ADAM STOTTS, DAN TRIPP,
RUSSELL HAMILTON, NADEEN HAWA AND VALERIE SHEN. In 2003 and 2004
Kenneth Ho Ming Leung, Tim Tang, U Jin Hoo, Adam Stotts, Dan Tripp,
Russell Hamilton, Nadeen Hawa and Valerie Shen were employees in the
Company's Canadian operations in development, administration,
marketing and technical services. In August 2003 and May 2004 the
company issued shares valued at between $0.015 to $.025 to these
employees. The Company is recognizing the expense over the four
quarters following each employee's share issuance. All shares which
have been earned are being retained in safekeeping pending
completion of their 12 months of service. Each of these employees
makes their own investment decisions.
o STEVE ARISS, JASON AZEVEDO, GRAHAM LOWMAN, AND FREDRICK WAHRMAN.
Steve Ariss, Jason Azevedo, Graham Lowman, and Fredrick Wahrman are
all former employees or contractors for the Company who are now
employed by SilverBirch Studios, the Company's former cell phone
game development operation. Shares were provided in 2003 and have
been fully expensed in prior periods. The shares were valued between
$0.18 and $0.025 at the time of issuance.
16
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