Balance of Power Shifted (15 page)

After a nice
meal, we took a detour past Old Barney before heading back to the house.  I loved that old lighthouse and all the stories about shipwrecks on the island and liked to come out to the jetty there and just watch the boats going in and out of the inlet.  When we got back to the house I did my best corporate executive impression and talked about the need put the presentation of our life together for our meeting with Julius and then our buds.  We spend the rest of the evening with Bill drinking beer and myself enjoying rum and Diet Pepsi made with my favorite Cruzan Rum.  By the time we were done, we were able to run the video from Bill’s PC to the large flat screen and I had a 75-slide presentation highlighting all of the activities to date and future plans.  Luckily, I always kept the house cable and Internet ready since we had to grab some supporting documentation off the net.  We both crashed around one in the morning.  I think being back in this old house helped me to fall right asleep and slept until 9am.  Nothing like waking to the sound of waves crashing on the beach.

Right at 11, I heard a car drive up.  As I walked outside, Julius stepped out of his car sporting a nice pair of shades, a golf
shirt, shorts and sandals.  I have to tell you that the legs were not pretty at all.  I went up to Julius, shook his hand, and gave him a one armed hug.  He smelled as if he had been sitting in cigar smoke for a long time.  Julius, your wife is going to kick your but if she finds out you are smoking again.  With a conspirator wink, he said, “Now how would she find out?”

“
Anyway,” I said, thanks for coming, and I think it will be well worth your trip.”  “I am all ears Mikey, all ears.”  Walking inside, I showed Julius where the coffee was and fresh bagels and donuts were.  Bill had walked about a mile down the boulevard to pick up some necessities.  While Julius was filling up his coffee and selecting a Boston Crème donut, I asked him how he and his wife were doing.  Mike he said, life has been good to us and we are in good health.  I am ready to consider retiring and take Iris on some of those trips she has been plotting for the last ten years.  “Well I hope I can tease you to stay in the game a little longer or even take me on as an exclusive account” I said.  Mr. Filamore just chuckled and said, “You’re going to have to show me something pretty amazing for that to happen.”  “Walk this way and we shall see” I responded.

We headed into what I called the family room, where Bill was performing a few last touches to the presentation.  As we walked
in, Bill jumped up and said, “Mr. Filamore, good to see you and thanks for coming.”  “Call me Julius,” he told Bill, “calling me Mister seems to make me feel older somehow and I am too old for that.”  I showed Julius to the prime presentation chair which he sat down in.  Bill went to the desk and laptop while I stood in the middle of the floor facing Julius. 

Taking a deep
breath, I started with “Julius, what we are going to show you may have a profound effect on this planet and inhabitants.  In fact, we see danger ahead of us since we believe we are going to piss off the power mongers of this world who deal with fossil fuel energy and the money, power and corruption that go along with this.  This is the reason for meeting here and this is the reason that we need you to help us put some structure around what we need to do to protect our interests and intellectual property as we go forward.  If after this meeting you want to join us, all we ask is that you keep everything secret until we engage others or make a public statement.  If you do not want to get involved, we will need you to honor our attorney client privilege and forget everything you have heard here today. So Julius, do you want me to continue at this point?  Some of the good-natured smile had left his face and had been replaced with a more serious look, but he ably responded, “Continue.”  “Excellent!” I said.

Right
on cue Bill brought up the slide show presentation.  I proceeded to make the presentation with Bill adding additional observations and points as needed.  We went through the whole discovery process of the organism and its electrical characteristics, resiliency and ability to reproduce.  Everything we backed up with charts and breakdowns to show that we were confident that we had accurate results and findings.  We then went through a review of the Power Pad and Power Panel design schematics and brainstormed ways to apply to power homes, buildings, cars, boats and many other items.  We also touched on some benefits to the military to avoid the logistics of fuel.  Through the whole presentation, I had to take some deep breaths to stop myself from talking to fast, which I do when I am excited.  Julius did not ask one question during the presentation so at the end of the slide show and before the video; I paused to ask if he had any questions.  Before he could ask a question, I told him that we have a video of a working prototype and asked if he wanted to see that before questions.  “Please continue,” he said, “I would like to have the big picture before I comment.”

“
Roll it,” I said dramatically with an arm wave to Bill.  The slide show switched over to a decent quality video with Bill onscreen doing the narration.  With close up shots of the Power Pad, Bill went through the design process.  Next, he showed the Power Panel innards and pointed out different hurdles overcome and to how we came to design decisions.  With the Power Pad and Power Panel hooked together, the video then focused on the readouts of a variety of meters detailing voltage and amperage levels as a DC voltage.  Next, he showed how a power inverter changed DC voltage to AC voltage and caught me on the screen cooking up my breakfast in the Microwave oven.  I had not realized that he had caught me on camera.  The last part of the video showed the final installation on the roof and the wiring that was in place to bring the power down to the shop circuit panels.  Finally, Bill narrated and contrasted the voltage and power settings in a low light situation as well as a full sunlight setting.  The video ended and we both turned to Julius to see his expression.

As the presentation and the video had progressed
, Julius had already determined that this was for real and that the boys may not even realize what a momentous breakthrough this was.  They were right on one account, and that was they were going to really piss people off and create a worldwide game changing event.  Danger would be around every corner until fully rolled out.  In his mind, Julius knew he was definitely in, but he also knew that he would be busier than ever over the next couple of years and those trips to fabulous ports around the world were only a dream for now.

“Gentlemen,” Julius responded to the two very intent faces in the room, you have my complete and undivided attention.” 
I did notice that throughout the presentation, you had auspiciously left out details regarding, where this organism came from, and details on replication.  My guess is that this information is something that you want to keep close to vest, so to speak.  There were a few other points in the presentation that were glossed over, so I think you two have a number of ideas on what you want to happen.  Before I say anything else, why don’t you both give me your ideas?

Bill, I have been doing the talking so why don’t you talk about the names we came up with and where we might get some of our initial
employees.  Without hesitation, Bill began to fill Julius in on some of our concepts.  We want to form a company as the first step.  While we are light on business law and look to you, we want to call the company Efficio, which in translation in Latin means ‘to bring about or produce.’  Mr. Filamore, err I mean Julius you are right on about keeping our ‘secret sauce’ private.  The cornerstone to everything is a previously undiscovered water based species that has the unique electrical characteristics we have shown you.  We want to protect this at all cost, but do not know what legal direction would be best.  For now and pending a future classification by the scientific community, we want to call the organism Electricus Plankton. 

Bill continued and added,
Rico has agreed to fund the initial operations of the company, but wants it done so that he is protected and for tax purposes.  As far as next steps, we will be speaking to a few select friends of ours, who all have a piece of the skills that we need to get the company established.  You have probably already met them and have seen them at the house.  We also want to protect the secrets of our endeavor and want to have binding legal documents in place before we divulge any information.  Lastly, we would like to draw up ownership bylaws.  Rico and I will take equal shares of the company however we would like to offer our friends a small ownership stake in the company that is condition based.  This will also apply to you Julius.  “Bill if I may add one more thing” I interjected, “we will need help at some point finding the money needed to fund factory and production costs and are interested in any ideas that you may have.”

“
Mike, why don’t you sit down in my chair since I need to walk around while I speak,” Julius ordered.  “First, I think you both are coming at it the right way.  You will need to start taking baby steps and make sure you have a solid base as the foundation of this fledgling company.  This is not easy by any means and much of this will have to be done through legally binding documents and meet regulatory requirements.  Jumping to funding, you will not have any issue finding investors.  Your two biggest issues will be to find the right investors and to strike a balance on what level of detail you will need to provide to them to get them onboard.  I am very concerned, as I believe you are that if information got out prematurely, people, companies and even countries will come at you fast and furious trying to pressure you for part of the action.  This means you two should not give out any more shares of the company than you have to.  If this company takes off the way I expect, you could offer limited licensing of the technology up front to the highest bidder and use that money to really grow the company without taking on too many investors or listing the company on the stock exchange and doing an initial public offering better known as an IPO.”

“
Mike… Bill, get some professional security people involved now!  After this weekend, do not give information out to anyone else until you have you lab, your data, specimens and prototypes under tight security.  Guys…you and your initial employees will also need protection.  Believe me when I say this, you and your company are a serious threat to the financial well-being of many, many different people across the globe.  It is obvious, that fossil fuel is not going to be front and center to the economies and well-being for anyone.  If you do not mind, I would like to stay over for the meeting with your friends.  I have my PC in the car and can start writing up the confidentiality agreements that you will need your friends to sign.  I also need to write a few things up to formalize our relationship.  My recommendation is that I act as outside legal counsel initially, but after incorporation, you bring me on as an employee.  I would also like to bring my wife Iris in on this since I will need office help big time and she has done that admirably in the past and she is also trained as a legal clerk and a darn good researcher.”  Bill and I both agreed in unison to Julius’s suggestions and felt good that it was obvious that he was on board for the long haul.  “Julius, there is one other thing that we want to run by you…”

“
Bill and I both feel that we do not want to be the type of people or type of company where we roll over people to become rich and powerful.  We believe we can reduce hardship around the world by delivering an inexpensive way to provide electricity anywhere.  The applications are boundless and we know from our work that there is very little cost involved.  I have a little different feeling then Bill about this, but I believe that if we do not introduce Electricus properly, we could actually spark violence around the globe.  Think about what would happen if all of a sudden the Middle East and countries like Russia and Venezuela lost the income from the primary export oil.  We hope to introduce Electricus in a manner where these countries would be able to produce our systems and benefit from the income they would bring.  It may be just enough to take the edge off losing the real moneymaker income.  Julius, do you have an opinion on what we just said?”  “You both have a great head on your shoulders and you had the right kind of influences in your life to consider this aspect.  I agree with you 100 percent that this should be a consideration.  Bottom line, there is so much money on the table that spreading it around would certainly bring much goodwill,” was Julius’s take on the subject.

The rest of the day was uneventful.  Julius worked diligently on his computer and printed a number of forms out on my laser printer for us to read and sign
.  No trademarks exist on our company name Efficio.  We are free and clear to use it, as was the name of the Electricus Plankton.  Based on where we saw the business model going we would incorporate as an S-corp.  We would need to nominate other people to different positions.  We decided to make our corporate headquarters in NJ and incorporate here.  Later on, depending how things evolve, we could re-evaluate.  Once filed we would need to set up corporate bank accounts and credit cards and to see if we could get a line of credit.  I also signed documents that would lease back the downstairs of my building to our new company since it was zoned mixed use.  This would allow us to continue to do development back in California. 

Julius gave us the name of a commercial realtor to start looking for office space that could expand rapidly if needed.  Bill and I would pursue that next week and see if we could line something up.
  Lastly, Julius had researched patent law and determined that we would not pursue a patent of our trade secret but in fact classify Electricus as Trade Secret, which does not have an expiration to allow other competitors.  There is some risk here, but if we protected where the organism came from and how we were able to replicate we should be all right.  The other argument would be to patent it and face the realization that somewhere in the future others could produce the ‘secret sauce.’