Black Swan Diagnostics, Inc.
Residences of the World Trade Centre – 10 Yonge St. Suite 604 Toronto, ON M5E 1R4
September 28, 2015
Mr. Todd Halpern
222 Dunvegan Rd.
Toronto, ON
M5P
2P2
Re: Debt Obligations Owed to Black Swan Diagnostics, Inc. – Demand Letter
Dear Mr. Halpern:
This is a demand letter to pay the following outstanding debt obligations as a result of Jack J. Bensimon providing CEO services to Epcylon Technologies, Inc. (OTCQB: PRFC) since January, 2015 with the following unpaid months for services rendered as outlined in the Statement of Work (SOW):
Exhibit A10:
| Debt Obligation - Description | Due Date | CAD | USD |
| 30-day notice period, as per SOW | October 30, 2015 | $11,300.00 | |
| CEO Services pro-rated, as per SOW | September 30, 2015 | $8,588.33 | |
| CEO Services, as per SOW | August 30, 2015 | $11,352.00 | |
| 30-day bridge loan, promissory note | July 24, 2015 | $50,000.00 | |
| TOTALS: | $31,240.33 | $50,000.00 |
To reiterate again in my resignation letter to you of September 22, 2015, to ensure compliance with SEC rules and regulations and Delaware General Corporation Law (DGCL) (as Epcylon Technologies, Inc. is registered in state of Nevada) concerning your role as board chair and your fiduciary obligations under securities law and corporate law statutes, I cannot emphasize enough to provide full, true, and plain disclosure, information and resolution to the board on the following material issues:
1. Current cash position – insolvency position and implications
in retaining and paying vendors, staff, and unpaid wages.
2. Liabilities and accounts payable - including payrolls.
3. General liquidity management issues.
4. Financial management/oversight.
5. Minutes and Governance transparency – board approval of
controlling shareholder (2238646 Ontario Inc.) debenture of $2M USD that was
non-callable and suddenly became callable at the AGM. No amendments were
circulated and approved, contrary to board governance requirements.
6. Board and associated conflicts of interest – non arms-length
transactions among external directors (Mr. Leon Redensky / Mr. Gary Schwartz).
7. Executive management supervision.
8. Compensation Committee – to apprise the board that all
staff, especially at the management level, are and were paid at least 50% below
fair market rates.
9. Non-payment of staff and material vendors (e.g., the
unilateral reduction of compensation of Mr. AJ Ostrow cut in half ($2,500) for
the month of August and paying Mr. Tal Schwartz (neither an employee nor vendor)
a $2,000 stipend without a signed agreement); the non-payment of services
rendered to CEO for August, 2015 and failure to act in good faith and with
reckless abandon; the non-payment of services of previously resigned Chief
Technology Officer (CTO), Adam P. Sculthorpe, through Arador Corporation, for
seven (7) business days unpaid; evidence showing a pattern of arbitrary downward
salary adjustments to staff and vendors.
10. Risk management – the process and quantification of risk
limits in trading corporate funds through Stealth Trader.
11. Statement of claim filed by Mr. Abbas Damji, former Epcylon
Technologies, Inc. CEO from March – October 2013, against Mr. Halpern, Mr.
Harold Arviv, Epcylon Technologies, and MobiLotto Systems Inc., for unpaid
wages, bonuses, and ancillary damages exceeding $350,000.
12. Controlling shareholder through 2238646 Ontario Inc. does
not have any legal corporate authority in influencing and/or making decisions on
behalf of Epcylon Technologies, Inc., other than majority voting interest
through a 57% share control block. While this controlling shareholder has not
been granted any legal or binding authority by Epcylon, this shareholder has
directly and indirectly served as the controlling mind of the corporation since
at least January, 2015 and possibly before.
Failure to pay the above total amounts in Exhibit A10 denominated in both CAD and USD by Tuesday, October 6, 2015 by 12 noon will result in formal legal proceedings to be vigorously launched against you.
Please govern yourself accordingly.
Sincerely,
Jack J. Bensimon, B.A. (Hons), LL.M., CIMA, CAMS, CFSA
Principal
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
AMENDMENT NO. 1 TO
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES
EXCHANGE ACT OF 1934
DATE OF EARLIEST EVENT REPORTED – SEPTEMBER 25, 2015
EPCYLON TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
| NEVADA | 000-53770 | 27-0156048 |
| (State or other jurisdiction of | (Commission File Number) | (IRS Employer Identification |
| incorporation) | Number) |
34 King Street E, Suite 1010
Toronto, Ontario
Canada M5C 2X8
(Address of
principal executive offices)
(416) 479-0880
(Registrant's telephone number,
including area code
N/A
(Former name or former address, if changed
since last report)
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:
| [ ] |
Written communications pursuant to Rule 425 under the Securities Act |
| [ ] |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| [ ] |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| [ ] |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
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This Current Report on Form 8-K is being amended based upon receipt by the Company of a letter dated September 28, 2015 from Jack J. Bensimon, the prior Chief Executive Officer, regarding disagreements with the Company on matters relating to the Company's operations, policies and practices.
SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
Effective on September 22, 2015, the Board of Directors of Epcylon Technologies Inc., a Nevada corporation (the “Company”), accepted the resignation of Jack J. Bensimon as the Chief Executive Officer and member of the Board of Directors of the Company. The Company previously reported in its Current Report on Form 8-K filed with the Securities and Exchange Commission on September 29, 2015 that Mr. Bensimon had not expressed any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Subsequently, the Company received a letter dated September 28, 2015 from Jack J. Bensimon (the "Letter) pursuant to which Mr. Bensimon stated that he had certain disagreements with the Company. Management of the Company adamantly opposes the accuracy and/or truthfulness of Mr. Bensimon's position regarding his concerns and issues. As of the date of this amendment no. 1 to the Current Report, management of the Company is working to address and resolve the issues, which includes vigorously pursuing legal recourse in Ontario, Canada.
Therefore, as of the date of this Current Report, the Board of Directors consists of the following members: Todd Halpern, Gary Schwartz, John Fitzgerald and Leon Redensky.
Gary Schwartz, as director of lead strategies on behalf of the Company, will be overseeing the day-to-day operations of the Company until a replacement for Chief Executive Officer has been appointed. As of the date of this Current Report, certain prospects for appointment as the Chief Executive Officer are under consideration by the Board of Directors based upon prospective future business operations of the Company.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro forma Financial Information.
Not applicable.
(c) Shell Company Transaction.
Not applicable.
(d) Exhibits.
Exhibit No. 17. Letter dated September 28, 2015 from Jack. J. Bensimon..
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.
| EPCYLON TECHNOLOGIES, INC. | |
| DATE: October 26, 2015 | /s/ Kyle Appleby |
| Name: Kyle Appleby | |
| Title: Chief Financial Officer |
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