By: Phil_Hernandez
Reply To: 5334 by MDMI Friday, 28 Jan 2000 at 8:01 PM EST
Post # of 5344
From La Guardia GFS:
We are unsure as to what court MDMI is referring to, unless they plan on suing La Guardia GFS for recv'ing $2500 cash against a $30k contract (based on 800k shares of MDMI valued at $.035 and $2,500 cash). We will refute MDMI's statements point for point, as to leave no room for speculation or confusion.
1) Mr. Parrish was in the Dallas area strictly to meet with MDMI and one other potential client who had flown in from out of town. La Guardia GFS was formed and capitalized prior this trip, in addition to providing services to other companies. We find it a bit unbelievable that MDMI does not remember Mr. Parrish being in their facility. In addition, if another party, not employed by or contracted by La Guardia GFS represents themselves as being a part of La Guardia, then that person is liable for those representations, not La Guardia GFS. At no time has La Guardia contracted with, or represented the fact that any consultant, other than Mr. Parrish, had any authority to represent La Guardia's relationship to MDMI. The final contract and final decision were signed and made by Carlos Saldana, Pres. of La Guardia GFS. A mutual business associate introduced La Guardia to MDMI. This business associate represented that he worked with Dana Verrill during his days with Spectrum Technologies. If said associate represented to MDMI that he was a part of, employed by, compensated by or had any direct interest in La Guardia GFS, then that individual is remiss in that statement and made false representations to MDMI. We suggest that MDMI take up this issue directly with that individual.
La Guardia has never been provided with any financial information from MDMI, or any "filings". Mr. Parrish did go to the bakery and rec. a complete tour of the facility by Dana Verrill. Mr. Parrish did rec. a business plan (which we still have on file) which had been printed 2 years earlier. MDMI promised and contracted to provide La Guardia GSF with the following information (directly from the contract):
EXHIBIT C
DUE DILIGENCE REQUEST LIST
The term ?Company?, as used herein, means Massimo da Milano, Inc., and any subsidiaries and affiliates.
CORPORATE DOCUMENTS:
A. Articles of Incorporation.
B. Certificate of Good Standing from Secretary of State.
C. By-laws for the Company.
D. Board Meeting Minutes (last two) for the Company.
E. Corporate Business Plan
ORGANIZATIONAL DOCUMENTS:
A. Organizational Chart showing titles, position description, and current
Occupants of each position.
B. All management resumes (last 10 years) inclusive of social security
Number and date of birth.
C. Copies of all stock options/warrant agreements.
D. Copies of all employment agreements with management personnel.
E. Employee Handbook.
F. All Consulting Agreements and/or Independent Contractor Agreements (including all non-compete and non-circumvention agreements).
FINANCIAL DOCUMENTS:
A. All current audited and un-audited financial statements:
(1) Balance Sheet (projections) for 1998-2003.
(2) Profit & Loss Statement (projections) for 1998-2003.
(3) Funds Provided & Applied Statement (projections) for 1998-2003.
B. Written description of accounting internal control procedures.
LITIGATION:
Statement/disclaimer of corporate litigation. (List of any pending or threatened litigation against the Company)
MATERIAL CONTRACTS:
A. List of all material contracts of the Company, including:
(1) Sales agreements;
(2) Supplier contracts;
B. Form of purchase or transaction orders, sales orders, acknowledgement
and Pending Purchase Orders (status and contingencies).
C. Insurance Certificate showing existing coverage.
REAL ESTATE:
A. Location;
B. Size of the land and building in which the facility is located;
C. Economic terms of the lease, including:
(1) fixed rent;
(2) renewal options;
(3) assignability;
(4) financing provisions;
(5) financial maintenance covenants;
(6) other covenants, conditions or other terms related/affected by transfer
of the property.
D. Current photographs of facility.
PATENTS, TRADEMARKS:
List of all material U.S. and foreign patents, copy-rights, trademarks, service marks, licenses and trade names owned or used by the Company and a schedule of any confidentiality agreements.
MISCELLANEOUS:
A. All press releases issued by the Company.
B. All correspondence prepared for distribution to shareholders.
C. All reports and filings and all correspondence with federal, state, local and foreign regulatory agencies, including (but not limited to) any commerce or public safety regulatory authorities.
D. Details of internal valuations of the assets and businesses of the Company.
E. Current Executive Summary.
F. All sales literature concerning the Company
NONE OF THIS INFORMATION WAS EVER PROVIDED!!!
2) Regarding Press Releases. Mr. Parrish has previously worked on draft versions of MDMI press releases. Obviously, he must have relied on information provided by MDMI, as he, nor anyone at La Guardia had any previous relations to the Company, nor relied on any third party information in regards to MDMI press releases. MDMI did reissue the first press release due to an incorrect ticker symbol. As to the second PR that MDMI refs in their post, we would request a specific response as to what the error was, instead of more vague answers. Mr. Parrish is not the Public Relations contact for La Guardia GFS, and never should have been listed as the contact person when sending out Press Releases via wire service. MDMI made this decision without La Guardia?s consent. La Guardia never requested MDMI to print a retraction, and never made any public comments regarding the appearance Mr. Parrish's name.
3) La Guardia made it clear to MDMI that they had a new web site, and that they relied completely on voice mail service to respond to investor inquiries. MDMI never documented, nor sent any complaints to MDMI about their service. La Guardia has recorded copies of every voice mail inquiry for MDMI we rec'd, in addition to complete documentation as to what calls were returned, unreturned and the outcome thereof. We would also like to remind everyone that La Guardia brought in significant buying to MDMI?s stock. The stock closed at $.035 the day the contract was signed, and traded for a significant period of time over $.10/share within 90 days of the beginning La Guardia?s representation (a 1400% annualized return).
4) La Guardia GFS maintains a single e-mail list and investors can decide for themselves whether they choose to subscribe to this service or not. La Guardia GFS represents more than one client, and does not guaranty any propriety to any client we represent. This too is well documented.
5) At no point in time has MDMI made any financial representations to LA Guardia, nor any shareholder or potential shareholder to our knowledge. Obviously, MDMI is aware of their financial situation, and MDMI alone. They continue to use the Form 10 as an excuse for not providing investors with this information. We would once again like to reiterate that it is not necessary nor any prerequisite what so ever for a public or private company to file anything with any regulatory agency prior to making their financial information (audited or unaudited) available to anyone, anywhere in the world. For OTC pink slips it is solely the discretion of mgmt to release or not release, and everyone is aware of MDMI?s decision for the latter. The reasons behind this a completely unclear. One can only deduce that there are significant problems in the way the internal finances have been handled (poor mgmt) or there is something to hide.
5) Regarding ability to contact La Guardia GFS. There are many on this thread with whom we have spoken with and e-mailed on numerous occasions. We would challenge MDMI to produce valid documentation that was sent to La Guardia GFS to identify this problem.
6) There are two equity partners in La Guardia GFS. They are Carlos Saldana, President and Aurora Saldana, Secretary. There are no other equity partners in La Guardia GFS, and there never has been. Mr. Parrish is a consultant with La Guardia, and neither himself nor any other persons, except for the two Saldana's listed above, are officers and/or directors of the company. Mr. Parrish provided La Guardia?s web site division (now known as twotrades.com) with start up debt financing. This loan is being repaid to Mr. Parrish over a period of five (5) years. This too is well documented.
We continue to find MDMI's management practice extremely unprofessional, as they cannot even discern the name of our company, with whom they signed a contract. In addition, we feel that racial remarks are completely unwarranted. We look forward to any documentation that MDMI or any other party is willing to provide concerning anything to the contrary of what is in this post.
Once again, if any investors would like La Guardia to substantiate any information we have provided on this thread, we are available at 888-577-6898 or investor_relations@twotrades.com.
Sincerely,
La Guardia GFS
twotrades.com
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