Monday, July 20, 2015

Quadrant 4 Software Solutions

Quadrant 4 Software Solutions is a Private Company incorporated on 16 April 2010. It is classified as a Subsidiary of a Foreign Company and is registered at Registrar of Companies, Hyderabad. Its authorized share capital is Rs. 5 crore and its paid up capital is Rs. 3,45,31,352. The foreign company which owns it is called Quadrant 4 Systems Corp, and its CEO is Nandu N. Thondavadi Ph.D, who was previously with Mascon Global.

Mascon Global Limited’s Board accepted in its Board meeting of January 31, 2005 the resignation of Dr. Nandu Thondavadi as Managing Director. Nandu became CEO of the US subsidiary of Mascon Global Limited. But later Thondavadi left MGL Americas as well, taking a portion of the company assets and personnel with him.

This was the first break in the company and it happened in 2010. This information was not revealed to the shareholders, and the entire separation took place in the US. As per data from the Securities and Exchange Commission, Quadrant 4 Systems Corp purchased MGL Solutions (renamed as Quadrant 4 Solutions) from MGL Americas. Effective March 1, 2011, the Company acquired all of the outstanding shares of Quadrant 4 Solutions, Inc. (from MGL Americas) and also purchased certain software development resources and assets based in India and assumed certain liabilities associated with those assets. The aggregate purchase price was $19,000,000, payable as follows:

(a) a note for the amount of $3,000,000 (three Million Dollars) carrying a simple annual interest of 12% maturing on December 31, 2011 payable to Laurus Funds. This fund filed for bankruptcy hence all assets and liabilities were transferred to Calliope Capital Corporation, which has as of Nov 2014 sued Sandy Chandra's son Hari Chandra, for certain credit obligations.

(b) a note for the amount of $5,000,000 (Five Million Dollars) carrying a simple annual interest of 5% maturing on June 30, 2014

(c) issuance of 4 million shares of the common stock of the buyer

(d) contingent earn-out of up to $5,000,000, payable over three years, if earned, as defined elsewhere

(e) all Liabilities due with respect to certain accounts payable necessary to operate the business of the Company as listed on Schedule 1.02(b); and all accrued and unpaid Liabilities owing to employees of Seller and/or the Company who are necessary to operate the business of the Company as listed on Schedule 1.02(c) limited to a maximum of $2,000,000 (Two million Dollars)

Contingent earn-out of up to $10,000,000, payable over three years, if earned, as defined. Neither this deal by its subsidiaries and former Directors, nor its financial implications, were ever revealed to the shareholders and creditors of Mascon Global Limited in India.

Even more important, in their Nasdaq filing, Quadrant 4 Systems has said: "On March 1, 2011, the Company issued 4,000,000 shares of common stock at $1.00, per share, to purchase all of the outstanding shares of Quadrant 4 Solutions, Inc. (formerly MGL Solutions, Inc.) These shares were sold to an accredited investor in a private transaction and therefore believed to be exempt from registration." The shares belong to the parent company Mascon Global but are held in a private name, probably Sandy Chandra.

Quadrant 4 Systems (NASDAQ symbol QFOR) listed at 50 cents in 2011 and rose to 1 dollar in Nov 2013. Analysts predicted a target price of $5, but QFOR posted a loss in the first quarter of 2014 and the stock fell sharply. In their latest result for the first quarter ended March 31, 2015, Quadrant 4 showed a gross profit increase of 53% year-over-year to $5.3 Million. The stock is at 30 cents and whether or not the target of $5 is achieved, those 4 million shares belong to Mascon Global Ltd.

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