4QuartersIT Group Company Shareholder Report

 

I need to try to repair the damage to my reputation caused by the destruction of 4QuartersIT. There
were disturbing and unethical aspects in the demise. I have family, friends and clients. I am a lector in
my Church and I teach Bible school so the ramifications could be much broader than business.

 

Besides the damage to my reputation and the loss of money, the real tragedy for me is that I thought
my partners were my friends. I had helped them extensively over the years and I trusted them. As it
turned out for me, they were the most dishonest people I have ever encountered.

 

“Truth is ever to be found in simplicity and not in the multiplicity and confusion of things”(Newton)

 

The company was floundering again in 2018 and in my opinion, it was due to poor management. Terry
Fields, CEO, and Reggie Rogers came to my office to ask for my help to raise money. The company
previously had a capital offering which was successful due largely to my efforts. I would only agree to
help if I became CEO/CFO. I specified that several times. My goal was to create better management to
lead the company to success. Fields and Rogers agreed. We shook hands and they left. The next day
the plan was reviewed by Steve and Brenda Kinlaw who also agreed. (Note: Rogers and the Kinlaws
were investors, former employees and officers, functioning like an Advisory Board)

 

So with that, Terry Fields hired Nelson Mullins law firm to help conduct the stock offering. He helped
draft the legal document, approved it and released it. He authorized Nelson Mullins to post it on their
portal for public compliance.

 

We began the offering in early 2019. After a few weeks I discovered, by circumstance, violations in the
terms of the document.

 

In the stock offering document, pages 4,6,14,15,18, (atch) Fields states that Joseph Testa is currently Co
CEO/CFO. This statement is completely false. Although that is what he promised, Fields did not fulfill it.
There are no internal official documents appointing Testa to any position. In practice, Fields regularly
made executive level decisions without conferring with me and without even notifying me of the actions
that had occurred. In one such case, after the release of the document, Fields stopped paying rent on
the Jacksonville office that was advertised in the document. He soon skipped out leaving behind unpaid
rent and other bills. This caused a technical insolvency that was not disclosed in the document. The
landlord had to hire an attorney to get back the rent. (Settlement Agreement 1-17-20) (atch). As the
falsely designated CFO, I was not aware of any of these things. Fields operated behind my back. I found
out by circumstance. Later, Terry Fields violated the terms listed on pages 16,17. (atch) Fraudulently
using my name, several potential investors, including elderly and non-accredited, were enticed to make
deposits as an indication of interest to invest subject to further review of the deal and fulfillment of the
terms on page 17. However, after finding out about the violations in the document, the potential
investors changed their minds, did not return the required paperwork to transact stock and demanded
their money back. Instead, Fields kept their money and deposited it in the company using it for his
compensation and payments to Rogers and Kinlaws. With time, information became difficult. Fields
would not release requested information. He also told CPA Wheeler not to provide the accounting
information used for the tax reports. Brenda Kinlaw had previously lectured on the importance of
communication, then suddenly stopped communicating. Rogers would not respond to a request for a

meeting. From my perspective, it appeared fiduciary duty was being ignored and material information
withheld from shareholders.

 

Earlier on when I discovered the violations in the stock offering document, I became very worried that
the company may be violating securities laws. I demanded that they stop the offering until the company
could be brought into compliance with the legal document. Shortly thereafter, Fields, Rogers and Kinlaw
had a meeting to discuss the issues. In an email to me, June 6, 2019, (atch) they informed me that they
would renege on their recent promise to me and their commitment to the company. They broke our
agreement before even giving me a chance. I did not want to disrupt the company so I had no choice
but to accept their new plan which they argued would lead to success. It was disconcerting to see they
would invest full authority with Fields who had just violated the terms of the offering. “Things bad
begun make strong themselves by ill” (Shakespeare)

 

Over the next several months, it seemed that the company, rather than getting better by their
projection, continued to get worse. Reggie Rogers and Steve and Brenda Kinlaw issued their own
shareholder report, Aug. 3, 2021, (atch) It contained false and misleading information and was another
attempt to try to discredit me and damage my reputation:

 

They wrote about me, did not interview me in preparation for their report. They did not notify me they
were planning to issue a report. This is quite contrary to proper procedure and designed to hurt me.

 

They did not disclose serious conflicts of interest. The Kinlaws are the aunt and uncle of Fields and
Rogers is his personal friend.

 

They did not report that they broke their commitment to me while questioning my motives.

 

They did not report the violations Fields did during the stock offering.

 

They did not report Fields did not return the deposits of potential investors, including elderly and non
accredited, and apparently added that money to the capital account.

 

They did not provide appropriate financial statements in their report.

 

Their financial analysis was false and misleading. They did not warn about the risk of insolvency.

 

While praising the company, they did not disclose the company had defaulted on their monthly interest
payments due for their personal loans to the company. Details not disclosed to shareholders.

 

In the final phase of the company, Fields was planning to file an Assignment For The Benefit of Creditors
(public court information) without engaging the shareholders for other available positive methods to
preserve the company. In that filing, he altered the creditor status of the Kinlaws and Rogers loans
without previous disclosure and he did so while other loans to the company, including mine, that had
held the same status, two previously matured without repayments, were left out. Was that a reward for
their support in what appeared to me an evil conspiracy?

 

Hopefully, this truthful information will help revive my credibility and repair some of the damage to my
reputation. I have spent my life trying to help families. My family, along with many other families, lost
money and were severely damaged from this experience.

 

Joseph Testa