Global Project Funding and LPS Ltd. Shareholders and associates announce:
The Real Story (Complete with documentation) of the CSMA & GPF/LPS Ltd. validly completed merger. Details coming daily.
Coconino, please be further advised:
There will be NO rescission of the LPS, Ltd. Transaction.
Here is a reprint of the letter LPS received from CSMA's Attorney, Dan Jackson.
Certified copy available upon request.
Daniel W. Jackson
Attorney at Law
215 South State Street
Suite 1100
Salt Lake City, Utah 84111
(801) 596-8338
Fax: (801) 364-5645
June 4, 1998
VIA REGISTERED MAIL
Global Project Funding, Ltd.
c/o David J. Beynon, President
PMB 7 Hibiscus Square, Pond Street
Grand Turks
Turks & Caisos Island, BWI
Re: Coconino SMA, Inc. Acquisition of LPS
Dear W. Beynon:
It has come to the attention of the Board of Directors of Coconino SMA, Inc.("Coconino") that several, serious problems exist with and related to Coconino's acquisition of LPS from Global Project Funding ("Global'). One or more of these problems may constitute a criminal violation of the United States Code and various rules and regulations promulgated under authorization of that legislation.
The problems include but are not limited to the following:
I. Global intended to distribute the Coconino shares to a large number of
Individuals and entities on what appears to constitute an unregistered distribution of
Coconino common stock;
2. The valuation of the sea soil which made up a major portion of this transaction was significantly inflated;
3. Global was not the title owner of the Sea Soil that was the subject matter of the transaction. NatureNu Corporation, and, the actual owner, has granted some interest
Global Project Funding Ltd.
June 4, 1998
Page 2
in that asset to Z Diamond Z but at no time did Global have clear, irrefutable title to the .Sea Soil. Thus, although LPS represented that it owned that asset free and clear of liens or other encumbrances, it appears that it has no actual ownership interest;
To date, Coconino has paid $165,000 for the marketing expenses of LPS and cannot
obtain, in spite of multiple attempts, a proper accounting of those expenditures notwithstanding
this funding, LPS has experienced no revenue generating business.
Coconino's reliance on Global's misrepresentations and false warranties has placed in jeopardy various business opportunities undertaken by Coconino in the belief that LPS would constitute a valuable addition to its business assets. The reality of the situation evidences that the entire transaction was founded on a bed of fraud and deceit. Based upon this, Coconino hereby gives notice of its rescission of the entire transaction. Coconino reserves the right to pursue its available Remedies to redress the damages resulting to it from Global's misdeeds.
Coconino has instructed its transfer agent stop Transfer of any and all shares issued as a
result of this transaction and Coconino intends to pursue cancellation of those shares. They
Include but are not limited to the following:
No. of Shares Name of
500,000 First Vision Resources Ltd.
20,000 Rickey D. FIlcnbeeker
100,000 DeeJay Development Corp.
100,000 #2634
100,000 #2635
100,000 #2636
480,000 David J. Beynon
160,000 Kenneth V. Parent
320,000 Qualifund Financial
192,000 Barry Channing
48,000 James R. and Gail L. Carter
75,000 Global project Funding
500,000 Mach 2 Trust
2,490,000 Global Project Funding Ltd.
2,240,000 Global Project Funding Ltd.
Global Project Funding Ltd.
June 4, 1998
Page 3
Demand is hereby made for the immediate return of the above-referenced certificates.
They should be tendered to the business offices of Coconino or the offices of American Registrar & Transfer, 10 Exchange Place, 710, Salt Lake City, Utah 84111.
Sincerely
Daniel W. Jackson
Here is LPS answer to Dan Jackson Certified copy available on request
July 13, 1998
Daniel W. Jackson
Attorney at Law
215 South State Street
Suite 1 1 00
Salt Lake City, UT 841 11
Re: Coconino SMA, Inc. Acquisition of LPS
Dear Mr. Jackson,
After having taken a month to review your June 4, 1998 letter and having spoken with a number of the, "would be injured parties," this letter is designed to respond to the defamatory allegations, possible threats and statements that stretch the truth beyond believable limits as outlined in your opening paragraph.
You state in item (1) of your letter "Global intended to distribute the Coconino shares to a large number of individuals and entities on what appears to constitute an unregistered distribution of Coconino common stock". You and every insider at Coconino knows this is simply not true, and we believe, an intentional attempt to damage Global, LPS, Ltd. and its associates. If you read item I.a.-2 and b. of the Acquisition Agreement which was signed on September 15, 1997, and signed again on November 11, 1997. Wherein it states! 2,640,000 shares issued to Global which are to be registered by filing a Registration Statement and a Form 10. (b.) "Time is of the essence in this Agreement and all parties agree to expedite their ability to transfer shares. CSMA agrees to immediately file a Registration Statement and FORM 10". It appears that your own integrity could factually be called into question when these written statements are compared with one another.
You state in item 2. of your letter, "The valuation of the SeaSoil which made up a major portion of this transaction was significantly inflated." Once again you and Coconino have not considered your previous verified actions. Coconino used any and every independent third party available to satisfy itself as to the value and represented in their audited statement that the values were as stated in the documentation accompanying the Acquisition Agreement and the additionally signed Merger Agreement. There was an acceptance of this asset based on significant due diligence and it was accepted and signed for on September 15, 1997 and again, after all due diligence had been verified by officers and professionals of Coconino SMA on November 11, 1998. Your allegations appear to be both libelous and unfounded.
You state in item 3. of your letter, "Global was not the title owner of SeaSoil that was the subject matter of the transaction. NatureNu Corporation, as the actual owner, has granted some interest in that asset to Z Diamond Z, but at no time did Global have clear, irrefutable title to the SeaSoil. Thus although LPS represented that it owned that asset that it has no actual ownership interest." You and the insiders of Coconino SMA all are aware of and know this is completely untrue, you appear to be attempting to cause damage to Global, LPS, Ltd. shareholders and its associates. All of the documentation for the ownership of the SeaSoil was received and accepted by Coconino Officers and Directors after having completed due diligence to their satisfaction.
In response to your incorrect allegation that the entire transaction was grounded on a bed of fraud and deceit, Global and LPS, Ltd. now believes that may be true, however, any fraud and deceit would clearly be on the part of Coconino and its Officers and Directors and more specifically H. K. Elrod and Mike Millis.
There will be no recission of the LPS transaction and there are going to be remedies to redress the damages you have caused for Global and LPS, Ltd. shareholders and its associates. Damages which we assess as being real damages of approximately Nineteen Million Dollars ($19,000,000) which was the value of the Global shares at the time it became evident that Coconino had willfully and intentionally defrauded Global by promising to Register 2,640,000 shares of Coconino stock and filing a Form 10 for Global, which was the only reason Global entered the transaction. Further, Global and LPS, Ltd. believes that one (1) or more parties conspired with Coconino causing further damage that may be looked upon as creating a potential for treble damages to Global and LPS, Ltd. shareholders and associates.
Now with regard to your instructions to Coconino's transfer agent to "stop transfer of any and all shares issued as a result of this transaction," I hope you also posted a bond in the amount of the entire value of the transaction, because we intend to transfer a portion of these shares to another party and we are hopeful that Richard Day and American Registrar and Transfer is aware of the consequences with the SEC should there have been a failure to post an appropriate bond or should there be an attempt to block legal transfer of shares without posting such a bond.
This whole transaction has taken on the odor of a stock manipulation scheme. When the LPS, Ltd. deal was completed, the stock rose from Fifteen cents ($ .15) to approximately Two Dollars and Fifty cents ($2.50) at the time of the shareholders meeting (December 1, 1997). Two weeks later it was learned that Coconino had welched on its deal to file the Form 10 and the market for the shares began to crumble.
Now as for cancellation of the Global and LPS, Ltd. shares "DON'T DO IT" this can only result in
a class action lawsuit and much more.
It is Global and LPS, Ltd.'s intent to publish your letter of June 4, 1998, this letter, in answer to you letter of June 4, 1998, the Acquisition Agreement and the Merger Agreement, as well as, the letters and supporting documents, such as letters from Coconino and its representatives, announcements etc. on the Internet with the intentions of exposing this entire Coconino fraud for what it is.
Global and LPS, Ltd. suggests that you immediately come to your senses and retract all of the false statements and defamatory allegations, and further that Coconino complete its asset sale to Buffalo Capital IV and immediately register the LPS, Ltd. shares.
We at Global and LPS, Ltd. expect your response within twenty four (24) hours from the time
recorded, as shown on the time and date sent provided by the sending facsimile machine.
Yours Very Sincerely
The Global and LPS, Ltd. Shareholders and Associates
Hear is a reprint of a letter sent to Buffalo Capital, certified copy available on request
July 13, 1998
Grant Peck
Buffalo Capital IV
7331 S. Meadow Court
Boulder, CO 80301
Dear Mr. Peck,
This letter is to inform you of pending litigation between shareholders and associates of GPF, Ltd. And Coconino SMA. Further, this letter is to inform you that if a Merger/Acquisition or any other type of transaction is consummated between Buffalo Capital IV and/or any associates or affiliates of Buffalo Capital IV and Coconino SMA, then GPF, Ltd. will include Buffalo Capital IV in any litigation that may be undertaken against Coconino SMA.
In the event Coconino SMA honors its Agreement(s) with GPF, Ltd., then no litigation will occur and GPF, Ltd. will be in support of the planned Merger/Acquisition. I have enclosed our letter to Coconino SMA for your information. If you have any questions contact HK Boner
Sincerely
The Global and LPS, Ltd. Shareholders and Associates
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