From: Robert Gorson - orion1111@aol.com and Irv Soble - skyarrow@epix.net
To: ALL INTERESTED WWWC/NWDP INVESTORS
On Wednesday the 29th of September, we met with Peter Michaels at his office for about five hours. We met in an effort to determine the status of our investments and to explore what options (if any) might be available to us to improve the chances that our company will survive and even prosper. We flew to Orange County with minimal expectations but with a modicum of hope. We are both retired and have over $600,000 of our hard-earned life savings at risk. Hence our interest in the future of NWDP.COM is more than academic. We left the meeting feeling encouraged that all was not lost and that there still is a chance that Peter Michaels might bring forth a real winner, in spite of all of the failed glowing promises and expectations of the past. We attended the meeting representing no one but ourselves. We also have no lawyers representing us and we are not contemplating any legal action on our part.
There were a number of points we tried to make including those listed below. As far as we are concerned the following declarations are self evident.
(1') The shareholders have the right to expect full accountability to them for the decisions and actions of the CEO and the Board of Directors.
(2) The shareholders expect to be told promptly the bad news of failed announced endeavors as well as the good news of successful ventures.
(3) The shareholders have the right to expect periodic audited financial reports as required by law and the right to attend annual meetings in which questions can be asked and answered in good faith.
(4) The shareholders tolerate and even expect some errors in judgment, exercised in good faith, on the part of the CEO, the corporate officers and the Board of Directors. The shareholders have zero tolerance, however, for any attempt by the leadership of the company to withhold such information or to deceive the shareholders in any manner.
(5) The shareholders expect their corporate officers to be scrupulously honest in the management of the company.
(6) The shareholders should be apprised of the activities of their company by periodic newsletters and other forms of communications.
(7) The shareholders expect that ALL of the corporate officers have a fiduciary as well as an ethical and moral responsibility to honestly disclose to the shareholders any situation that materially affects adversely the interests of the shareholders.
Peter Michaels readily admitted that he had made some very poor judgment calls and that his public relations record with the shareholders had been dismal. Much of the latter he claimed was due to the pressures of his responsibilities and lack of time on his part. He assured us that there are a number of promising situations that he is in the act of negotiating which are related to us, but which we are not at liberty to divulge. He has engaged a prestigious law firm (Shapiro Buchman et al in Walnut Creek, CA) to help him steer NWDP on the road to success. Peter said he is preparing a newsletter to the shareholders which should be completed and mailed in the near future.
The question of tradability of the converted WWWC to NWDP shares is still under discussion. In any case, we understand that the shares (or at least most of them) will become unrestricted by the one year deadline of 10 June 2000. We expressed our opinion that all shares should be made unrestricted even at the risk that many shareholders will dump their stock on the market and force the price down to pennies. We were told in that case, the NASD would delist the stock. In our opinion, that may happen anyway whether it is now or next June. Peter, on the other hand, expects that "good news" and improved bottom line performance will attract new buyers, keeping the shares afloat when they become freely tradable. Is that possible? Probably. Is it likely? We don't know.
We discussed with Peter many statements and claims by former officers, employees, and parties to contracts that cast serious suspicion about Peter's integrity and credibility. He responded to each with his own version of the "truth" and his own counterclaims. We pointed out time and again, that even if Peter were 100 percent correct and all of his detractors were 100 percent wrong, Peter might just as well be totally wrong as far as the shareholders' perception was concerned. Unanswered accusations are most often perceived as admissions of guilt. He must be more than honest and credible. He must prove by his actions and by his disclosure to shareholders that he is in fact a man of personal integrity as well as a successful entrepreneur.
We discussed what could be done to improve the shareholders' perception by improving communication and by disclosing factual information whether good or bad. If we, Irv and Bob, are given the opportunity to confirm any such news by independent verification, we would be agreeable to passing on our findings to the shareholders in general. However, it is not our purpose to defend Peter against all of his detractors or to be the intermediary between Peter and angry investors. It is our primary purpose to defend our own investment and in so doing also serve the interests of other investors. Please DO NOT contact us expecting that we can resolve any personal disputes between you and Peter. We cannot and will not do that. We are retired and not immortal!
We shareholders are all in this venture together and we think we should all stick together, whenever possible. Many of us are in real financial trouble because we put so much of our trust in "Peter's Promises". Peter claims that although he has made some serious mistakes in judgment, he has never cheated his WWWC investors. We think that there still may be a chance that Peter can make good on his promise to perform in the best interest of all of the investors. It is our understanding that Peter still owns approximately 14,000,000 shares of WWWC stock; therefore Peter, by far, has the most to gain from the success of NWDP.
We do not support the filing of lawsuits which, if successful for a few shareholders, may be at the expense of the remaining shareholders. If you are considering legal proceedings against the company now, consider the impact it might have on the other shareholders and the probability that anyone other than your lawyer will come out ahead.
We hope to post additional information in the near future as it becomes available to us.
Respectfully yours and with hope, Robert Gorson and Irv Soble.
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Note: We intend to post this to the Raging Bull site as well. Go to www.ragingbull.com/mboard/boards.pl?board=NWDP |
