| To: Richard Nisbet who wrote (3554) | 1/27/2000 9:10:00 PM | | From: DuGen | | | |
I'm hanging onto my MDMI shares only because I'm a cookie addict, and this is the only reason. Coffee, breads, fancy stuff forget it. Cookies!!! that's it, the bottom line. Financials... phooey, distributions bogus, bottled caffeine, gimme a break. And now they've got this "Mr. Ranch"!!! For the first time in this stock I feel insulted.
This is total BS. Problem is are they giving it to us, or was MDMI actually that gullible? If MDMI bought this parade then they are at fault, that gullible, and without any common sense at all. Then everything else we've read makes us just as gullible.
That leaves the only winner being the little kid sitting on the curb eating Famous Amos cookies 'cuz he's the only one smart enough to know the difference.
DuGen |
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| To: SnakeInATuxedo who wrote (3556) | 1/28/2000 10:17:00 PM | | From: Mike MacNaughton | | | |
Nation's Restaurant News, January 24, 2000, Page 8
Title: "Hudson's Grill division eyes spin-off after pending merger."
Caption: "Currently, the merger proposal between Hudson's Grill of America, Inc. and Overland Beverage Distributing Inc. is only a nonbinding letter of intent."
By Ron Ruggless
DALLAS - Few if any of the dozen Hudson's Grill units will be affected by the intended merger of Hudson's Grill of America Inc. and Overland Beverage Distributing Inc., according to Hudson Grill International president David L. Osborn.
Osborn remained president of the Hudson's Grill International subsidiary after his Dec. 31 resignation as president and board member of its parent company. The proposed merger of the publicly owned Hudson's Grill of America and privately held Overland was disclosed Jan. 11.
Osborn said the deal would affect "minimal assets" of the diner-style restaurant operator. "Most have been transferred to Hudson's Grill International,
which has the franchising rights and the system." he added.
Osborn cautioned that the merger agreement with newly formed Overland Beverage is preliminary. "There are certain hoops that have to be jumped through, but we'll see what happens," lie said.
Dallas-based Overland last November agreed to acquire the assets of Massimo's Bakery and Italian Cafe, which at one time had eight units in the Dallas area but now chiefly is a commercial bakery operation and franchises the Java Centrale Coffee chain with stores in Arizona, California and Texas. Osborn said Overland distributes high-energy drinks and is considering becoming a manufacturer of them as well.
An Overland spokesman said one of the individuals behind the new beverage company is Dana C. Verrill, who bought 20 percent of Massimo's in 1994 after leaving Spectrum Information Technologies of Manhasset, N.Y., amid shareholder lawsuits.
Osborn, who has been president of Dallas-based Hudson's since 1993, said most of the Hudson's Grill restaurant operations were transferred to Hudson's Grill International about two years ago. If the merger deal with Overland goes through, Osborn said, he expects the Hudson's Grill International subsidiary to be spun off as a separate public company.
Hudson's Grill currently has franchised units in California, Michigan and Texas. Each restaurant is about 5,000 square feet and has a light menu of hamburgers, chicken sandwiches and salads. Per-person checks average about $10.
A single company-owned unit, a subsidiary, of Hudson's Grill of America, is in Richardson, Texas. The company said it has put that unit up for sale and would close it if it is not sold in the next several months.
Because the merger proposal is only a nonbinding letter of intent, Osborn said he could not comment further than the statement in a press release disclosing the plan. The release stated: "Representatives from Overland will contact existing and potential creditors of the company (Hudson's of America) in an effort to exchange stock and warrants in the merged company for the cancellation of existing and contingent debts.
"If Overland's representatives are able to obtain agreements from the company's current and contingent creditors to accept equity in the newly merged company, then Overland plans to proceed with the merger. If the merger proceeds according to the letter of intent, the company will do a 1-for-4 reverse stock split and then issue 5,000,000 shares to Overland to effect the merger.
"The newly merged company would not include Hudson's Grill international Inc. which is currently a subsidiary of the company. Hudson's Grill International will be spun off to the current shareholders of the company as a separate, publicly held entity."
In addition to the merger announcement, Hudson's Grill of America said it had settled a lawsuit with a landlord of a now closed unit in Whittier, Calif., a suburb of Los Angeles. The suit involved another guarantor of the lease, who will pay the $400,000 settlement. The company said it has no specific obligation to the guarantor but likely will issue stock to the guarantor for paying the settlement.
Hudson's Grill of America is traded publicly over the counter under the Nasdaq symbol HDSG. |
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| To: Mike MacNaughton who wrote (3557) | 1/28/2000 11:01:00 PM | | From: Richard Nisbet | | | |
I got so confused reading that article...with spin-offs and subsidiaries...etc...
but here is an ominous quote....
"An Overland spokesman said one of the individuals behind the new beverage company is Dana C. Verrill, who bought 20 percent of Massimo's in 1994 after leaving Spectrum Information Technologies of Manhasset, N.Y., AMID SHAREHOLDER LAWSUITS."
guess lawsuits and MDMI have a history together...somebody better notify the SEC... |
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| To: Richard Nisbet who wrote (3558) | 1/28/2000 11:06:00 PM | | From: Richard Nisbet | | | |
By: MDMI
Reply To: None Friday, 28 Jan 2000 at 6:48 PM EST
Post # of 5344
In response to the information posted by Chip Parish/ La Guardia GFS/ two trades/ dos gringos/ or whatever they call themselves:
Virtually all of the information referring to the relationship with MDMI in the recent post relative to MDMI by dos gringos is incorrect, but lets just save a complete point by point response for the courts.
Specifically, when Chip Parrish was in Dallas to meet with Jimmy Carter regarding his relationship relative to the IR firm. We met at the Anatole Hotel approximately 1 mile from MDMI. During that meeting Chip Parrish represented that he and Jimmy Carter were partners in the IR firm and that is the only reason that we pursued the relationship with this IR firm.
There was no talk of a Hernandez; no talk of anything except all of the great things Chip Parrish was going to do for the company. We provided Chip Parrish a copy of the Company's shareholder list, business plan, 15c211 filing and told him that we were excited to share with him all of the information we had about the Company and would give him an extra copy when he came by the office. Of course, he never showed up.
Next came the Company?s first press release written by Chip Parrish. Immediately after it was posted, we received a phone call from Chip Parrish. Chip was screaming about the fact that we used his name in the release and demanding that we take his name out of the release, even though he represented that he was dos gringos he said he had "personal" reasons not to use his name. The next release that was prepared by Chip Parrish and released, included an incorrect stock symbol which Chip Parrish then called and asked the Company to re-release with the correction. Subsequently, another release needed adjustments after it was released to the public, finally we decided that Chip Parrish was incapable of preparing a release that would not need to be re-released for one reason or another, so we just quit using Chip Parrish to prepare releases.
Then came the phone calls from the releases, we were told everyone in Mexico takes off for the Holidays, so that was why there were no responses from dos gringos, (refer to numerous posts on this board and Silicon Investor). We received several phone calls from shareholders and potential shareholders complaining about the total lack of response from dos gringos.
We were then faced with the complaints that Chip Parrish was trying to get MDMI shareholders to by other stocks, and that their web-site was not working properly and the list goes on.
Regarding financial information as dos gringos knows we have internal financial information which we shared with Chip Parrish at the Anatole and we of course know our financial performance. However, as we have discussed openly and on this board we are in the process of an audit, the preparation of our Form 10 and we are not going to preempt the audited numbers with the release of un-audited numbers.
Regarding the IR performance we have received numerous phone calls, e-mails and of course abuse on this board and others regarding the total lack of response from dos gringos. Needless to say it is virtually impossible to get dos gringos to answer the phone.
Hernandez has never called the Company to get information. Never been to the Company, never met any of the Company?s management team, as far as we know, never talked with anyone directly involved with the operations of the Company. Quite frankly, we have no idea who he is or what his resume says. Now somehow Hernandez is trying to say Chip Parrish is some kind of "consultant" for dos gringos and that the financing that Jimmy Carter provided to Chip Parrish for the IR firm does not exist. Jimmy Carter confirmed again yesterday that he would provide the necessary documentation to support his relationship with his ranch hand Chip Parrish.
MDMI Relations
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| To: Richard Nisbet who wrote (3559) | 1/28/2000 11:07:00 PM | | From: Richard Nisbet | | | |
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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| To: Richard Nisbet who wrote (3560) | 1/28/2000 11:09:00 PM | | From: Richard Nisbet | | | |
By: MDMI
Reply To: None Friday, 28 Jan 2000 at 10:18 PM EST
Post # of 5344
Once again, there were three people in the meeting in the Anatole Hotel in Dallas along with Chip Parrish, all three remember the conversation and the events as the Company has described them.
We will leave it to whoever wants to review the numerous posts about the shady IR work done by Chip Parrish and Company.
The information requested by Chip Parrish was provided to him, maybe it got lost crossing the border.
Regarding any issues relative to racial comments. if any of you had been to the Massimo?s offices you would know that over 98% of our employees are proud men and women from many nationalities many of whom have worked at Massimo?s for over ten years. Massimo?s employees pride themselves in a job well done and constantly go out of their way to make the best products in the market. The premier customers list that Massimo?s has also speaks to the quality of the employees and management of the Company, too bad none of the management of GFS has been to Massimo?s to see this first hand.
We are sure it is easy to sit in Mexico and sling mud at US companies working hard to grow their businesses in a very competitive market. However, we think you would have more credibility if you had actually been here.
In addition, regarding our Form 10 filing if you had really talked to the Company?s accountant and attorney you would know the tremendous amount of effort that is going in to preparing the documents to successfully file the Form 10 and as you point out this is a voluntary filing, not required by the SEC, a filing which does take a tremendous amount of time and effort and Company dollars to complete. It is also a process many companies elect not to pursue, but one Massimo?s has committed itself to.
Regarding Chip Parrish?s representations, he represented himself as the IR firm in front of at least the three people in the room at the time, that is the fact. Like so many of the facts, I am sure since the parties making these acquisitions were and are in Mexico and not in the meetings with Chip Parrish it must be hard for them to really know what really has happened, or what the real hard facts are!
MDMI Relations
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| To: Richard Nisbet who wrote (3561) | 1/28/2000 11:10:00 PM | | From: Richard Nisbet | | | |
By: MDMI
Reply To: 5343 by msmacnaughton Friday, 28 Jan 2000 at 10:57 PM EST
Post # of 5344
Regarding Hudson?s Grill and/or Overland Beverage Distributing, Inc.
This post is in reference to the article apparently appearing in Nations Restaurant News, dated Jan.24, 2000 page 8 titled: ?Hudson?s Grill division eyes spin-off after pending merger.?
This post will confirm that at no time has Dana Verrill or any of the Management associated with Massimo's ever discussed or agreed to sell the assets of Massimo's Bakery to Overland Beverage Distributing, Inc., or Hudson's Grill.
This information is being provided by Massimo's and any questions regarding Massimo's can be directed to the Company at 214.202.3813 or buymdmi@aol.com.
The only transaction anticipated by Massimo's was fully disclosed in Massimo's press release regarding Overland Beverage. There are no other written or verbal agreements regarding the sale of Massimo's to Overland or Hudson's Grill.
MDMI Relations
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