Meeting Minutes

Meeting Minutes

30 June 2008

Bassem, Eltoweissy, Hefeeda, Wael

• to be written ...

23 June 2008

Bassem, Hefeeda, Wael

Small Issues

• Registration of Video Semantics in the US: Wael will check whether it is beneficial to move the registration to Delaware, New Hampshire, North Carolina, or keep it in Maryland. There could be some Tax benefits.

• Bank Accounts: Wael will check and open a business account with Bank of America. Bassem will do the same in Canada. Check the charges per transaction or any hidden fees.

• Money contribution from founders: Will be discussed in the next meeting.

• Web hosting, Wiki, and Code hosting: Bassem will try to find a hosting company that offers wiki services, and may be subver as well. For now, we will continue to use the subver of Hefeeda. Little latter, we should get our own server(s) to protect our code.

Important Issues to be Discussed Further

• Technical Planning and Progress
  • We all agree that technical progress needs to be done. We agreed that after this initial setup phase (2--3 weeks), we should start discussing technical details and have some plans.
  • We should come up with some sort of early demo or simple pilot by the end of 2008.
  • There is a critical component of the whole project: Extracting the audio from a video and transforming it to a speech. This might be challenging, given that we do not have much experience in this direction. Other parts such as pLSA are sort of expected to work fine, and we have tried some of them in other applications.
  • Another technical part in which we may be able to do some progress is the Adaptive Delivery of Multimedia Streams.
  • Suggestion: after (or even within) the setup phase, we will allocate some time to explore the speech recognition (Wael) and adaptive streaming parts (Mohamed and Bassem). This may take 2--3 weeks. Then, we exchange ideas and come up with more elaborate design. After a few refinements of the design, we try to hire some programmers, hopefully by then we will have some money.

• Compensation for Technical and Time Contributions (discussed after Bassem left)
  • We need to find a good way to compensate the extra efforts that may be put by some members. For example, some of us may not have time to contribute too much to the code, while others may. Ideas are needed here to motivate and reward each one. Example: Divide each member's effort to two parts: (i) Founder, and (ii) Service. The Founder part includes what we are doing nowadays such as writing proposals, market search, defining the rules, etc. The Service part includes actual coding and design. Suggestions by ALL?

Major Issues

• Canadian Funding:
  • Apply for a mini-iRAP grant (fast response, <$75k) hopefully with 2--3 weeks
  • Then, apply for a larger iRAP grant, within 1-3 months
  • It all depends on the availability of iRAP funds. iRAP has allocated all of its money in Ottawa. We are trying to find whether there is still some money in Vancouver. If there is no more money in IRAP for 2008, we will search for other programs. But will collaborate with iRAP anyway because they provide good services. Hefeeda and Bassem will check this and report next meeting.
  • For IRAP grants and Tax refunds, we have to maintain proper paper work and follow the government guidelines (use time sheets, receipts, work divisions, etc.)
  • More details are given in the Legal Documents.

• Canadian Company
  • Register a company in BC. Although Quebec offers more benefits, we do not have a physical location there. We may move the company there at a later time, if we find the tax benefits worth it.
  • The name of the company should be different from Video Semantics. We can use a Number (e.g., 12-14) as a name. Or we can come with another name name.
  • Hefeeda has a registered (dormant) company in BC since about 2 years. It is called BlueStar. We may use it after adjusting the ownership and shares, if it will accelerate the establishment process.

• Relationship between US and CA companies
  • Best setup, assuming VSUS will be acquired in the future, and VSCA will close:

VSUS: Wael 25% Mohamed 25% Hefeeda 20% + 5% preferred shares Bassem 20% + 5% preferred shares

Preferred shares are "non-voting", so they don't count towards the calculations of company control. When VCs fund a company, they get preferred shares because they are non-voting, last-in first-out. Meaning, if the company is sold, they get their money first, and if it goes bankrupt, they get their money first.

We need to do that for 3 reasons: 1- For Canadian partners to get their money when VSUS is sold. 2- To optimize our taxes. 4 partners will pay much less taxes than 2 if company is sold. 3- Me and Mohamed will NOT have a controlling share in VSUS, and we will do fine applying for grants and for Canadian gov SR&ED benefits.

We can do the same (but reversed) for VSCA, where Wael and Mohamed have 20% plus 5% preferred shares, just in case VSCA is the one that gets acquired, which is not probable.

Wael and Eltoweissy will check whether the above setup will work for the US company.

• • For selling the company in the future and maximizing our gains:

If a small business company is sold (small business is defined in Canada as assets less than 50M and annual revenues of less than 5M), then each partner gets 50% of his money tax free, and will be taxed for the other 50%. So, it is of benefit that each of us splits his share in the company with (perhaps) his wife. This way, taxes paid by us at acquisition time is much less. Laws in the US are similar to that but might be slightly different. It is up to Wael and Mohamed to check that and make sure contracts and partnership is optimized for their benefit.

• • When VCs get in:

They will "dilute" the shares by increasing the company's total number of shares (say from 1M shares to 10M shares).We have to be VERY CAREFUL to make sure the company "control" doesn'tchange, for example by me and Hefeeda getting more control in the US company than we should. Same applies to VSCA. Lawyers have methods to do the change of controls when VCs come in, without hurting the company's position with the government. So, we shouldn't worry about this much.

13 June 2008

Bassem, Eltoweissy, Hefeeda, Wael

• Bassem and Hefeeda will investigate and start Video Semantics Canada

• Hefeeda will investigate small R&D benefits in BC and AB

• Wael and Eltoweissy will finish and submit the UMD's VA applications

• Wael will send VA's contract to Bassem and Hefeeda for feedback

• Wael and Eltoweissy will contact Jim Chung's references to get their feedback

• Questions that need to be answered:
  • Why did not VA help AMA revise their business model to be successful?
  • If the company fails, who will be responsible for the $3000/month?

• Wael will check if Hostmonster can host a wiki?

• Hefeeda will be responsible for the minutes for the next 8 weeks

• Eltoweissy will be the moderator for the next 8 weeks

• Elttoweissy will prepare
  • Ideas on the partnership, both personal and corporate
  • Ideas on commitment, expenses, time sheets, etc

• Weekly meeting will be scheduled on Mondays at 9:30pm EST

• It was mentioned that each member should contribute some money (~$1000), no decision was made. We need one bank account in US and another in Canada. Should decide next time.

• It was decided that we will pursue the two tracks Business and Technical in parallel to accelerate the progress and align our product(s) to specific market needs.

Prior Meetings

We held many meetings in May and April of 2008, but we did not write meeting minutes.