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DubLi Merger/Purchase: Form 8-K Change in Directors or Principal Officers (& My Opinion On Why DubLi Went Public)

October 30, 2009

I’ve had several people comment skeptically about DubLi going public, that “the only reason a company goes public is because they need money” or “DubLi must be trying to cash out” or some variation of negativity.  The skepticism is understandable if a person isn’t familiar with DubLi’s goals, but those reasons are completely wrong.  Obviously you can’t “cash out” on a penny stock, so that reason is quickly dismissed.  And DubLi purchased MediaNet, so they didn’t raise money by buying a company.  Here are the real reasons I believe DubLi purchased/merged with MediaNet:

  • DubLi wants to be USA-based, for better rules & regs, easier access to global markets, and IMO, more visibility in a much bigger market.
  • To process transactions in North America, being a USA company makes things much easier, both for transactions here and around the world.
  • To enter China effectively, DubLi had to be publicly held.  It’s no secret that direct sales companies have a nearly impossible task in trying to get into China.  Being publicly held makes the process much more likely.

These are my opinions and not DubLi’s, but it seems clear that the benefits of the merger and being publicly held far outweigh the negatives of having to answer to shareholders.  From what I’ve seen and heard about DubLi Founder/CEO Michael Hansen, he gets things done and doesn’t let roadbumps slow him down.  He’s very determined to make his vision a reality.



Change in Directors or Principal Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

On October 29, 2009, MediaNet Group Technologies, Inc., a Nevada corporation (the “Company”), appointed Michael Hansen as its President and Chief Executive Officer and Kent Holmstoel as Chairman of the Board of Directors and Chief Operating Officer of the Company. A description of the business experience of both Messrs. Hansen and Holmstoel is incorporated by reference to the Company’s Report on Form 8-K filed on October 23, 2009. In connection with their appointment as officers of the Company, the Company assumed the employment agreements of Messrs. Hansen and Holmstoel with CG Holdings Limited. Pursuant to those agreements, which were filed as an exhibit to the Company’s Report on Form 8-K filed on October 23, 2009, Mr. Hansen is to receive monthly compensation of EUR $15,000 and Mr. Holmstoel is to receive monthly compensation of EUR $15,000. Mr. Hansen is a fifty percent (50%) beneficial owner of CG Holdings Limited, which owns ninety percent (90%) of the Company’s Series A Convertible Preferred Stock. The Series A Convertible Preferred Stock is to be converted into 269,114,868 shares of the Company’s common stock, or 90% of the shares of the Company’s common stock, determined on a fully-diluted basis, then to be outstanding, upon the Company’s increase in its authorized common shares to no less than five hundred million (500,000,000) shares.

Also on October 29, 2009, Messrs. Hansen and Holmstoel, Andreas Kusche, the Company’s General Counsel, and Steven Adelstein were elected directors of the Company effective as to Messrs. Hansen, Holmstoel and Kusche ten (10) days after the filing of Schedule 14F-1 with the Securities and Exchange Commission. Mr. Adelstein’s appointment is effective immediately. Mr. Adelstein’s biographical information is set forth below.

Steven Adelstein, 62, is a private equity investor. He currently serves as Officer and Director of TheWebDigest Corp. and AUW Inc., a private entity involved in real estate, venture capital and consulting. Mr. Adelstein served as a Director of National Health Partners Inc. from December 2004 to February 2005 and Officer and Director of Information Architects Corporation from September 2008 to April 2009. Mr. Adelstein received a BS in Business Administration from the University of South Florida and is currently an inactive Certified Public Accountant.

Effective upon filing of this Current Report on Form 8-K, Martin Berns stepped down as the Company’s Chief Executive Officer but remains on the Board of Directors and continues as Chief Executive Officer of the Company’s BSP Rewards operating company.

In connection with the completion of the Company’s merger with CG Holdings Limited, as more fully described in Item 2.01 of the Company’s Report on Form 8-K filed on October 23, 2009, the Company’s directors, who had agreed to resign in connection with that merger, resigned on October 19, 2009.

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