Barton

FACTS AND PROCEDURAL BACKGROUND

In 1999, Tomkow, Barton and Khan founded the Nevada corporation RPost, Inc. In September 2000, the founders converted their loans to RPost into equity in the company. Barton was issued shares of RPost stock in exchange for forgiveness of loans he had made to the company. RPost was reorganized as a Bermuda corporation RPost International Limited (RIL). RIL’s directors adopted written resolutions allocating shares in the new corporation. The founders exchanged their common shares of RPost for common shares of RIL. By way of resolution on January 2, 2001, RIL’s directors cancelled the allotment of shares made in September 2000. The directors clarified the allotment of RIL shares to the founders in exchange for RPost share was as follows: 4,822,000 to Tomkow, 3,616,500 to Khan, and 3,616,500 to Barton. On May 30, 2001, and August 21, 2001, RIL’s directors adopted resolutions issuing additional shares of common stock to each of the founders in exchange for services rendered and cancellation of loans to the company. The cost of Barton’s shares was charged against Barton’s accrued salary and unpaid expenses. Barton suffered a stroke in September 2003. In…