| 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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| To: DuGen who wrote (3564) | 2/23/2000 4:32:00 PM | | From: Roo | | | |
More importantly, will this stock ever find its way out of the pink jungle? Although I long ago decided to invest in MDMI, I have been holding off as the delisting unfolded and watching as they went to MDMIE, and finally to the pinks. I don't know what is keeping them from making the proper filings and pulling themselves up by the bootstraps, but IMO investor interest in MDMI is dead until they do.
A little FYI on the other hand, last week I took my wife to Foxwoods (a native american casino complex) in northern Connecticut for her birthday. On the way home we were both parched and stopped in at a little gas station/convenience store on route 2 to grab a drink. I was pleasantly surprised to find they stocked Bawls in the drink case along with a half dozen other herbal-type offerings. I didn't realize Bawls had made such inroads into Yankee territory ;)
-R |
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| To: Roo who wrote (3565) | 2/23/2000 11:19:00 PM | | From: scott bradley | | | |
Sad case this one. Many had big dreams of a multi-bagger.
But as either Voltaire or Taylor once said, "Sweet dreams and flying machines in pieces on the ground." The pilots crashed this one. |
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| To: Roo who wrote (3565) | 2/24/2000 9:05:00 AM | | From: DuGen | | | |
I've got a lot of MDMI shares by my standards. Somebody else might not think so. Still, got those shares because I put faith in the 20 some PRs that date back to APR'99. During all this time several of them have been shot down with errors. Now that MDMI is in pinkyland, the remaining PR's are becoming questionable.
Interesting how you found Bawls way up in Northern Connecticut. We've got a very popular truck stop here in central Colorado (noted for their pies and burgers) and I'll check them out. It would be encouraging to know there's more to the story than what we've been told.
DuGen |
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