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Microcap & Penny Stocks : BRAINTECH (BNTI)

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To: Me-myself-I who wrote (1734)3/17/1999 4:37:00 AM
From: Me-myself-IRead Replies (1) of 2084
 
Allright folks, some of you have e-mailed me about not being able to get to the raging bull for some reason or another, and if I could give you the jist of what is going on there.

Well here is as much of a jist as you can ask for, this was posted by someone else at RB so I have copied and am posting here and probably the next couple of posts.... It is followed by a response from the GRAND POOBA himself OWEN JONES. CEO and El-presidenté of BNTI..
Good reading
Tuesday, 16 Mar 1999 at 6:44 PM EST
Post # of 2933


Due to the unrest on the Raging Bull BNTI board and the appearance of Willard Olson (the inventor of the ORB technology) on the board, there have been a lot of questions raised by the investors and shareholders in BNTI. I spoke with Owen Jones the CEO of Braintech last evening for some time. He graciously agreed to answer my questions in an email written from him and let me post them to my newsletter and to the Raging Bull Board for BNTI. I just received his answers.

My email to Owen Jones this afternoon and an additional question that I sent later:

Owen,

I wish to thank you for taking the time to speak with me last evening and your offer to address the questions that I and many of the investors have in regard to Braintech and the progress being made. I believe that a lot of the problems have arisen out of a lack of communication between the investors and the company. I would appreciate it if you could address these questions as far as they will not compromise your business or anything which should remain in the bounds of confidentiality. You do this with the understanding that I will be sending out your answers to my newsletter readers and will post it to the Raging Bull board for Braintech.

Some of the following questions have come out the recent postings by Willard Olson on the BNTI Raging Bull Message Board. Some are just questions that are generally being asked on the board by other investors.

1) Has BNTI ever had a shareholder meeting? When can we expect to have a shareholder meeting? If none is contemplated is there a good reason why?

2) Willard Olson made this statement, "If the officers of BNTI fail to acknowledge the fact that I license the learning and recognition technology to the company, then we are all in for a wild ride."
Do you acknowledge that this is so? And can you tell me which of your products actually have the ORB (or QNN) embedded in them?

3) Could you give me your thoughts on this statement by Willard Olson, "From the early days of the company operations, there had been and continues to be a disagreement in my mind over the need or desirability of developing a "chip" encoding the QNN recognizer. It was my view that owing to the speed of learning and recognition of this technology in software ( mere microseconds---a video image has only about 30 frames per second) specialized hardware implementation was not unnecessary, but a needless expense."

4) What are your thoughts on this statement, "It also became apparent to me that the company had been attempting unsuccessfully to reverse engineer my technology, but alas the technical staff informed me that the system seemed to work best when tuned to 128 point waveform characteristics. This is precisely the conclusion that my programmers had reached in 1990."

5) Can you tell me the reasons why and the circumstances surrounding Grant Sutherland's being the CEO of Braintech?

6) Scott Sitra sent someone an email back in 1996, which is on the SI and now the Raging Bull boards and which carries the following statement:

"Joined a technology consortium consisting of Evergreen International Technology, Inc., CD Net and Braintech. This technology consortium will focus on developing innovative new software, particularly a new standard for Microsoft's Windows computer operating system that exemplifies Bill Gate's vision of computers that ADAPT to individual users and their needs. Braintech will receive 1/3 of all revenues generated by this consortium."

Can you tell me about the "consortium" of Evergreen, CD Net, and Braintech that was formed in 1996 and how that equates, if at all, to Sideware? Was it actually formed and did it have anything to do with the technology licensed to you by Willard Olson?

7) Does Sideware in any way use the Olson Reticular Brainstem (ORB) or the Quantum Neural Network (QNN) "which was patented under (Method and apparatus for pattern classification using distributed adaptive fuzzy windows)?" As stated by Willard Olson on the Raging Bull.

8) Can you throw any light on these comments:
"I had a personal falling out with my former employee, Paco Nathan, over the formation of CD Net. Paco was the director of technology for Braintech at that time. First of all, I question the propriety of forming a new company when BNTI employees should have been devoting their efforts--all of their efforts--the furtherance of BNTI's affairs. Second, the formation of CD Net, in my opinion, violated to terms of my licensing agreement of BNTI, e.g., no sublicense. Regardless of how anyone looks to this situation, common employees working on the proprietary technology of different company is a conflict of interest at best, a theft of patented technology at worst."

9) Willard said, "One of the reasons that I have opposed the development of a "chip" e.g., Braintron is that I view it as an attempt to deprive me of technology rights or to bypass a very strictly written licensing agreement." and this "Mind you, attempts at reverse engineering are not stand alone phenomena. I have considered the "braintron" hardware implementation of my software technology to be an attempt to bypass license requirements, or at the very least to confuse the issue." How do you see this claim?

10) What were the reasons surrounding the resignation of John MacDonald as a director of BNTI?

11) What are the circumstances and motivations behind the dismissal of Manfred?

12) What is your side of this story?
"The stock sales in question appear to me to have began when the stock reached $1.08 and caused a near collapse in the stock price. If anyone has any real doubts about this compare a graph of BNTI stock prices throughout the summer of 1998 against the reported or alleged sales of stock by Owen Jones, Grant Sutherland, Peter McLean, and Paragon through this time period. The second call came about three weeks later. Owen attempted to convince me that he had only sold 40,000 shares hence his stock holdings of about 1,460,000. I remain convinced to this day as was John by the way, that 400,000 shares were sold high, and 360,000 shares were repurchased low."

13) What are your thoughts on this statement:

"Although I have absolutely no proof other than my intuition and ,therefore, could be completely wrong, it is my opinion the difficulty with the completion of contracts involves two factors. 1. My Business Principle # 1. I suspect that BNTI is approaching potential customers with highly contricting legal contracts that most, if not all, major companies would refuse to sign. Nothing spoils a deal faster than to bring a lawyer into the formative states of a deal. They are only there to do the paper work after the deal has been consumated by businessmen or technologists. 2. BNTI may be trying to sell the Braintron hardware implementation for a very high price along with massive obligations as to the proprietary nature of the technology when a SOFTWARE solution for a fraction of the price would suffice. In my opinion, this could be the problem with Epson rather than Epson making continuing demands. It may well be that BNTI is making unreasonable demands. Again I will state that this is nothing more than intuition and guessing on my part and I could be completely wrong. But--it's food for thought. "

14) Another statement by Willard Olson: "If UTMC is as advanced as I think they must be, their engineers must have recognized that the QNN recognizer with it size, speed, accuracy, and power was nearly a Holy Grail to military contracting. I am indeed worried about precisely this area of sublicensing." Is there any reason for Willard to be concerned about the sublicensing of his technology to UTMC?"

15) How far along is the form 10-SB filing to acceptance by the SEC? Have you received any concerns voiced by the SEC? And if so what steps have been taken to correct it?

16) Rumors abound about the Epson deal, can you bring us up to date on whether it is alive or dead?

17) What happened with Sunkist?

18) What happened with Johnson & Johnson?

19) Tell us more about the differences between the Braintron Classifier and Braintron II Classifier?
20) What is going on with the Odysee Suite?

21) What is the company's business focus now? Company mandate?

22) Why hasn't the office in Colorado Springs been set up yet? You said something to the effect that it might be more cost effective to open offices in Washington, DC. Which is better?

23) What are the synergies between Braintech and Sideware, and how do you define the line between the two?

24) Are you working on anything that can bring in revenues in the near term?

25) When can we expect to hear some news out of Braintech? Or get a shareholder letter bringing us up to date on developments?

25) Has anything developed out of the feasibility studies with the Fortune 500 companies mentioned in your press release of Dec. 1, 1998 on the Odysee Development Studio?

26) Has anything developed out of the presentation to the United States Space Foundation?

27) What kind of marketing strategies are you currently pursuing?

28) Another rumor that needs to be put to rest is whether or not you are contemplating the possibility of a reverse split to raise the price of the stock?

That's all I can think of right now.

Sincerely,

Kathy Knight-McConnell
Investor to Investor Newsletter

Owen,

Another question, sorry.

"John, on a number of occasions of which I am aware, brought potential deals to the company only to be ignored. Among these I believe was one of the largest banks in Singapore and the major auto manufacturer in Germany. To the best of my knowledge, the company was approached through John and his massive business contacts worldwide. The latter example happened two years ago, and was never acted upon. I continue to shake my head in disbelief. The request from this company was very straightforward and doable and could have lead to nearly instant international recognition. In my opinion, this implies sheer business impotence."

Can you give me your side of this story?

Kathy Knight-McConnell


Subj: answers to questions
Date: 3/16/99 6:00:42 PM Eastern Standard Time
From: Owen Jones
To: KKnightmcc@aol.com
CC: owen@sideware.com

Kathy,

here are my answers to the following questions

1. The Braintech has not held a general meeting shareholders. As a
non-reporting issuer was no justification to incur the expense.

Since becoming a reporting company we are now obliged to have an annual
general meeting of the shareholders. We will announce the meeting
giving every shareholder time to attend or proxy their shares.

2. The company has made filings to the SEC, (form 10) which clearly
describes the licensing deal with Mr. Olson. Additionally, the company
maintains a description of ORB (Olson Reticular Brainstem Algorithm) as a
white paper.

We have used ORB with a number of our prototypes and products. From the
beginning we created our BrainTron processor using ORB instructions. We
also used ORB as the classifier with our handwriting project. Original
versions of the VRS project used ORB. We have sold under license
BrainTron boards (with ORB) to vision systems integrators (see article
in latest Vision Systems buyer guide). Additionally, ORB has been used
as the classifier and a number of feasibility studies including Sunkist.

3. Mr. Olson is a bio-chemist not a computer scientist and certainly not a
hardware engineer. The decision to develop a hardware accelerator was
made with the cumulative experience of a number of engineers (software and
hardware) and the then current business direction in the field of AI.
The basic engineering benefit still remains sound. That is to develop a
chipset that is inherently parallel and that lends itself to processing
massive amounts of information.

This it one of the corner stones of the UTMC agreement. Which combines
the brute force power or BrainTron and UTCAM in order to deal with the
huge amounts of data found in vision, telecommunications etc.

As for the comment regarding frames per second, this is not an issue for
ORB or BrainTron, but rather a pre-processing issue that algorithms
developed by Braintech's vision engineers deal with.

4. Under the license agreement we received the source code to ORB.
Therefore the concept of reverse engineering is incorrect.

This however is an important question to elaborate on.
Mr. Olson transferred under license the ORB algorithm to Braintech.
Braintech has for a period of time certain rights to use this algorithm
as it see fits and according to the license agreement.

Mr. Olson contributed two fundamentally important things to the company
in 1994. One was the ORB algorithm the other was the introduction to
Paco Nathan who embodied the technical understanding of ORB. From its
early beginnings the company has evolved its technologies and products.
(I will detail this in a update to the shareholders in the near future.
Specifically, regarding ORB, we are an engineering company which must
constantly research and develop new products. We started with ORB, we
have created derivatives of ORB and we have created a new next
generation classifier which is 100% owned by Braintech. This is the
natural evolution of science. Mr. Olson helped us in beginning but has
not been involved in the companies engineering direction since 1994.

>
5. Grant Sutherland is not the CEO of Braintech, Owen Jones is.
Grant is the Chairman and chief financial officer of the company.
Grant was asked to become Chairman and CFO in order to re-organize the
company as a reporting issuer, which he has accomplished.

I have been associated with Grant Sutherland since 1992, and during that
time I have come to appreciate his capabilities. Grant built a very
successful corporate law practice specializing in merges and acquisitions.
During his practice of 25 years he made numerous connections both in the
US and Canada, including the recognition of major accounting, legal and
financial investment firms. He is well equipped with skills, experience,
networking and personal resources and without him I'm convinced
Braintech would not exist.

>6. The consortium does exist on paper. Evergreen is the old name of
Sideware. The agreement was created to try and add value and find a
market for the combined technologies of the three companies. We did try
to market what we saw as an opportunity to Microsoft. Nothing came of
it and the consortium is in-active. However if I saw another business
opportunity I would not hesitate to try something new, this is what an
entrepreneur is supposed to do. Grant's job was to make it as fair for
each company.

7. Sideware does not use ORB.

8. refer to 6, plus I emphasize that the consortiums business was to see
if the combinations of technology would create a business opportunity
generating revenue. The opportunity for Braintech was to equally share
in any revenues generated. This is common and good business practice.
That is, to find additional markets for your technology and products.
If this opportunity had generated significant revenue, Braintech's
revenues would have increased which most likely would have increased the
share price of Braintech's stock.

9. During the formative period of Braintech and the
original development of BrainTron, Mr. Olson didn't voice any concerns.
Ask Brad Martin, at North Circuit Design he the guy we contracted to
build BrainTron.

10. John volunteered to resign. The reasons are personal.

11. We are trying to reach a settlement with Manfred and I don't want to
comprise an agreement.

12. There are a lot of factors around the rise and fall of any stock.
Yes, among others I sold some stock this neither illegal or immoral.
Mr. Olson has taken exception to this selling which is his right. He is
incorrect about my selling history. Since, 1994 I've sold 40,000 shares
of BNTI this is public record. I didn't sell 400,000 shares and then
re-purchase 360,000 this is a lie.
>
>14.a Mr. Olson is completely wrong.

14. b. The UTMC development agreement covers the JOINT development of
IMPAC, a real-time environment using Braintech's Odyssee Development
studio, the joint intellectual property of UTMC and Braintech IMPAC
design, UTMC's UTCAM engine and a spot for Braintech's future BrainTron
II classifier.

BrainTron II is under research lead by our physicist Charles Hooge and
doesn't include ORB or any derivative of ORB. The engine is based on
new research which is wholly owned by Braintech.

15. The Form 10 has been submitted and we have received a list of
questions, mainly regarding further explanation of accounting
procedures. We are responding to these questions and believe to be quite
close to approval.

>16)We don't like to talk about impending business agreements. However
as part of the Form 10 filing we were obliged to reveal work in progress
with Epson. The status with Epson has changed dramatically over the
last year. Last summer we expected Epson to proceed with a multiple
order. This didn't happen. We think it was due to internal issues
regarding the status of the plant. Recently negotiations have resumed.

I do have to ask the patience and co-operations of shareholders and
investors. Epson has voiced concern about Braintech shareholders and
investor harassing some of their management. Needless to say this
doesn't help.

>17) Sunkist is not moving forward. We don't know if they will try to
further negotiate.
>
>18) Cordis the subsidiary of J&J we were working with suffered a
drastic drop in market share for their stents. We are now working with
the competition.
>
>19) Charles Hooge will be releasing a paper after the classifier has
been properly protected. I don't have a projected date but will let
you know as soon as possible.

>20) Odysee is now available in Beta II. We have a large number of
Integrators and OEM's involved. No we won't name them.

We plan to have a level one release ready for the Vision and Robotics
show held in Detroit mid-May, Final release June 99 and IMPAC
integration September 99.
>

>21)The company has multiple business processes under way.

1. Odysee Development Studio - managed by Ajay Sidda
2. BrainTron II development - managed by Charles Hooge
3. Machine Visions Projects Development - Managed by Peter Mclean
4. OEM licensing - managed by Michael Marckwort
5. A new yet-to-be announced product - managed by Owen Jones

>22) As you know UTMC was just recently purchased by Aeroflex, the length
of process stopped any consideration of a move or the opening an office
in Colorado Springs.

As with Sideware I'm a firm believer that the company will need a large
presence in the US. We are seriously looking to provide the best answer.
We're looking at Metro DC, because of Jim Speros' involvement and
proximity to the federal government. We're also looking to acquire a N.E.
integrator with business and customers in the machine vision industry

>23) The initial synergy between the companies has been to share
resources (facilities, administration) in order to keep costs down
during the start-up and emerging phases.

Additionally, the network of businesses, government programs and
investors is benefitting Braintech.

I also believe Braintech will benefit from Sideware's near term
successes.

The organization of the companies is quite similar. Both have their own
dedicated development and sales staff. Each share the administration
resources of Techwest management. Each pays for it's own resource
requirements and shares in paying for administrative services. I'll
point out that KPMG is the auditor of both companies and scrutinizes all
inter-company relations. This is a very important fact. KPMG not only
audits our books but they also examine our business practices to ensure
that the information is correct and that the businesses are indeed
involved in valid business ventures.
This is not trivial.
>
>24) refer to 21. We are all working with desire to produce real
business. We are involved in many business opportunities which we hope
will in whole or part develop into significant business

Since hiring Richard Simpson, we have been planning to increase our
exposure to the US financial community. Conditional on impending
business we are planning to release a series of information bulletins
and plan to carry-out a financial media tour.

>25) These studies are part of our expanded beta evaluation program,
they provided key input for the development effort of Odysee. The
participants hopefully will all become users of Odysee.
>
>26) The Space Foundation Conference provided networking opportunities
and should be seen as part of an ongoing cooperative effort with UTMC.
Some of the contacts are part of the Beta program.
>
>27) Marketing - we continue to use a combination of trade shows,
technical reviews, our web site and networking. Per 24 , managed by
Richard Simpson we're going to include a financial media PR tour.

Sales - we continue to direct sales for project development, lead
generation is through technical reviews, trade shows and web site
inquiries. We have some new strategies planned and will announce them
as they come on-line.

>28) We are not contemplating a reverse split. We feel that a large
float is going to be needed once we reach and sustain our near term
business goals.

29 ) Additional question. This is a complex question. John and I
discussed these issues at length and sometimes with great frustration.

This is what I believe. Start-up companies face an enormous up-hill
battle to emerge as a successful growth company. My approach is to
constantly try new things, re-invent the company until something sticks.
I personally, thought we had reached that point last summer, however it
didn't happen. On examination one sees lots of reasons all I can do is
learn and re-adjust. This means new directions, letting people go and
hiring people with additional skill sets. This is the life of an
entreprenure. In the case of these examples they are opportunities that
John brought to the company. We followed them all, In general we
follow all opportunities some have led to contracts, sales, agreements
and many have dead ended. The question is could more of these that
dead-end been successes. I don't know. What I have done is try to
learn from these failures, look for new opportunities, deploy resources,
and execute. Time and patience of shareholders will be the telling
moment.

In reply

Owen Jones

p.s. please use the hot notions service and interact with other
Braintech investors and a BNTI-REP at www.techwestmgmt.com/bnti/
____

Paul
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