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Posted January 22, 2008
We have been very fortunate in that many of the GKSY stockholders wishing
to maintain their investment in a mobile service robot company have agreed
to exchange their IMTD shares now being provided to them by the new owners
of International Shoe Manufacturing for GCKO.PK shares in GeckoSystems
International Corp. We are presently preparing the paperwork necessary to
transfer GCKO shares to those who purchased GKSY shares during our brief
tenure with that "shell" that have identified themselves as
purchasers and proved their purchase and ownership to our satisfaction.
While these shares are to be issued as being restricted from free trading
under Rule 144, as of February 15, 2008, the SEC has reduced the two year
holding period to one year. And, if the company becomes a fully reporting
under SEC regulations, then the restriction period is only six months.
All of these GKSY stockholders have indicated their satisfaction with
the fairness of our exchange. We are appreciative.
Mailed November 19, 2007
Re: Certificates for your GKSY stock purchases
Dear Mr. Smith,
Thank you for your letter of November 6, 2007, and your patience in assisting
us in replacing the gross dollar amount invested in GKSY stock with GCKO stock
at the rate of $0.40 per GCKO share.
We do need you to sign the agreement of October 16, 2007, sent to you to
confirm that those figures are correct. Please fax it to us for our records.
Thank you for your commitment to forward the GKSY stock certificates
immediately upon receipt by you. Based on that premise, I will nonetheless
transfer to you XX thousand shares of GCKO from my personal holdings. This
may take several weeks due to the complexity of this transaction, but you do
have this written commitment from me that this exchange is going to be done
to give you the investment in our mobile robot company you desire.
Cordially,
R. M. Spencer
President/CEO
Mailed October 30, 2007
Dear Mr. GKSY Investor,
Thank you for your investment in GeckoSystems, Inc. and I want to
personally apologize for the situation that arose from GKSY being vacated
by us and then changed to IMTD. It was in the best interest of the company
for us to back out of the shell trading under the GKSY symbol.
Due to those circumstances, I would like to make the following proposal:
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For every dollar you invested in GKSY during my tenure I will personally
exchange 2½ shares of my holdings of GCKO (GeckoSystems International
Corporation) stock for every dollar you invested in GKSY (now IMTD) stock.
The shares will be restricted under Rule 144 since at this time we cannot,
nor can I, legally issue freely traded stock. However, when we do our
Initial Public Offering I am willing to "piggyback register" your
shares such that they will be free trading. This may take anywhere from 6
months to 1 year depending on how quickly we can move along with the IPO.
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If the foregoing arrangement is agreeable with you, we can move forward
in getting your new stock certificate issued to reflect the above terms. To
go to the next step, please order your IMTD stock certificate from your
broker such that you can fax us a copy. Once you receive it and fax a copy
to me (678-413-9247), we will have a GCKO stock certificate issued for our
exchange of the physical stock certificates.
The documents you have provided to date indicate you invested a total of
X dollars for X thousands of GKSY (now IMTD) stock. Please confirm this is
correct by signing and dating the signature block below and faxing to us.
My email address is mspencer@geckosystems.com. Our Corporate
Secretary/Treasurer, espencer@geckosystems.com will be handling most of the
administrative process so you may hear from her more frequently than me.
Thank you for your patience and if you have any questions feel free to
contact me.
Regards,
R. M. Spencer
Founder/President/CEO
cc: Elaine G. Spencer
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Date
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Posted April 12, 2007
We plan to offer some kind of a stock swap plan that will enable us to
make all those investors in GKSY during our tenure, "whole" to the
degree possible. This "swap" would take several forms and be
determined on a per case basis.
For example, some investors paid $0.10 per share of GKSY or more. Since
25 GKSY shares represent 1 share in GSIC (due to the terms of the incomplete
merger (see discussion below), this would mean they paid at the rate of $2.50
per share had it been in GSIC. At the other extreme, some investors paid
only $.005 per share, or the rate of $0.125 per share had it been in GSIC.
For the last few years, GSIC and its antecedent companies have been selling
its stock under Rule 144 as restricted, for $0.40 per share.
Given the foregoing, we hope one of the two scenarios depicted here will
satisfactorily address our desire to make investors in GKSY as whole as is
prudent for the well being of GSIC. The underlying paradigm would be to
protect the dollar investment of these unique investors in this manner: They
would provide proof of date of purchase, number of shares purchased, and
amount paid for our review on a case by case basis.
If their investment was during our tenure in legitimate shares duly issued
and authorized by GKSY, then we would swap GSIC shares at the rate of $0.40
where they actually paid more than that after inclusion of the 25 to 1
acquisition exchange rate. For example, if their total investment was $10,000
at $0.10 per share for a total of 100,000 shares in GKSY, we would issue
them 25,000 shares in GSIC, not 4,000 based on the 25 to 1 ratio, to reflect
the gross amount paid at the time of purchase and the historical share
price of GSIC.
At the other end of the spectrum, in the instances where the investor paid
less than $0.40 per share effectively in GSIC, we would use the 25 to 1 ratio
to determine the number of GSIC shares we would offer the holder of the
qualifying GKSY shares. For example, suppose the investor had secured
1,000,000 shares during our tenure. We would exchange those on a 25 to 1
basis and give them 40,000 shares in GSIC.
Now the question arises as to liquidity and whether the GSIC shares would
be restricted from being free trading or not. Our preference would be to
exchange free trading shares in GSIC for free trading shares in GKSY, however
we must be prudent and comply with all the relevant rules, regulations,
and/or laws of both NASD and the SEC. Consequently, at such time we can
legitimately unrestrict the Rule 144 GSIC shares, we would do so. Please be
assured we are working very hard in that regard because at this time we
understand that our present proposed stock swap plan is incomplete.
Your continued patience would be very much appreciated. Please bookmark
this page and check back as often as you believe necessary. I suspect once a
week would be a workable routine.
Posted March 16, 2007
The following is a summary, based on our present understanding, of the
various actions involving Gecko Systems of Georgia, Inc., a Georgia
corporation (dba GeckoSystems, Inc., formerly International Shoe Manufacturing
Corporation, symbol ), a District of Columbia corporation,
(the "Company") and the resultant legal entity, GeckoSystems
International Corp. (GSIC)
On or about September 29, 2006, Gecko Systems of Georgia, Inc. (GSGI),
and the management of ISHO.PK (the "Seller") entered into an
Agreement for the Purchase of Common Stock (the "Agreement"),
pursuant to which the Seller was to transfer to GSG stock certificates
sufficient to represent 50.1% of the outstanding equity of the Company.
Subsequent to the execution of such Agreement, the principals of GSGI were
appointed as officers and directors of the Company. The Company then issued
shares of Common Stock to the former shareholders of GSGI, under the
misinformed presumption that a merger of the entities had occurred.
Subsequently it was determined that no merger had occurred due to the
fact the Seller never produced the shares it was required to deliver pursuant
to the Agreement with GSGI. Accordingly, on February 13, 2007, the officers
and directors of the Company (symbol ) resigned and appointed the
Seller's designated agent as the sole officer and director of the Company.
However, prior to such change in management, the general counsel of the
Company authorized and instructed Continental Stock Transfer & Trust
Company to cancel the issuance of the Common Stock, which had previously
been erroneously authorized for issuance by the Company.
Accordingly, it was the intent of the principals of GSGI to rescind their
transactions with the Company and any further issues involving the Company,
as either ISHO or GKSY, should be directed towards Mr. Russell Haraburda,
GKSY's new president and CEO.
GSIC's predecessor was incorporated in Georgia on December 20, 1999, under
the name Gecko Systems of Georgia, Inc, (GSGI) a Georgia corporation. On
February 28, 2007, GSIC and GSGI entered into Plan of Merger pursuant to
which GSGI merged with and into GSIC, with GSIC being the surviving
corporation. For purposes of determining the holding period under Rule 144
under the Securities Act of 1933, as amended, (the "Securities Act")
each shareholder of the GSIC will be deemed to have acquired their securities
on the date such shareholder acquired their securities of GSGI as permitted
under Rule 144(d)(3) of the Securities Act.
In summary, GeckoSystems International Corp. legitimately and with no
encumbrances owns all GSGI intellectual properties, assets and is responsible
for all GSGI liabilities. Neither ISHO nor GKSY hold or have any claims on any
past, present or future properties of GSIC.
The purpose of this disclosure is merely to present our understanding of
the events which unfolded and shall by no means constitute a legal opinion or
a definitive determination of the matters discussed herein.
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