Here is another document that I have in my possession:
UNANIMOUS WRITTEN CONSENT OF DIRECTORS OF MOUNTAIN ENERGY, INC.
August 15, 1998
We, being all of the directors of Mountain Energy, Inc. (the "company"), a Nevada corporation, with notice of the meeting having been waived, and after concluding that the company does not have sufficient funding to continue operations and with specific requests for funding from Mark Tow and his group and from John Christensen having been rejected, hereby consent to and approve the following resolution and each and every action affected thereby:
1. The recision demand. Government Property Advisors, Inc. has tendered a demand for rescission. A copy is attached as Exhibit A. The recision demand will be tabled. It is recommended that this demand be addressed by new management as its first order of business.
2. Payment of the company's bills. Uselton is directed to pay such of the company's bills as he in his sole discretion may chose to pay to the extent funds are available to pay the same. This may result in some bills not being paid and others not being paid in full. When funds are exhausted, he is directed to close the company's bank account which was opened under his management.
3. Payment of indebtedness owed to Jack Uselton. The company owes Uselton the sum of $36,207.33 for advances which he has made to the company to fund operations and acquire furniture, fixtures, equipment, and an oil and gas lease known as the Bell lease. The furniture fixtures, and equipment acquired under Uselton's management and the Bell lease will be transferred to Uselton in full satisfaction of the current indebtedness owed to him. Uselton is directed to execute and deliver the Bill of Sale attached as Exhibit B in connection with this transfer. (It is noted that the furniture, fixtures, and equipment remains unknown.) Any credit card charges for the company and for which Uselton has not yet received the bill may be reimbursed from available funds.
4. Delivery of company records to the SEC for safe keeping. Uselton is directed to send the company's books and records to the United States Securities & Exchange Commission for safe keeping unti new management is elected.
5. Disposition of litigation and discharge of attorneys. Uselton will direct that the litigation against Christensen, et al. be nonsuited and dismissed without prejudice to the right of the company to refile the same under new management. The sole reason for this action is that the company does not have sufficient funding to prosecute the case. The claims made in the litigation, however, are meritorious. New management is strongly urged to prosecute these claims if sufficient funding becomes available. Further, Uselton will direct that the law firm of McDaniel & Allen advise the SEC of this action. Upon completion of the above items the law firm of McDaniel & Allen will be discharged.
6. Power of Attorney to Uselton to negotiate and resolve lease obligations. Uselton will be given a limited power of attorney in the form attached as Exhibit C for the purpose of negotiating and resolving, if possible, the office space lease obligation owed by the company.
7. Press release. Uselton is directed to disseminate the press release attached as Exhibit D.
8. Acceptance of resignation. Uselton's resignation, a copy of which is attached as Exhibit E, is accepted, subject to his completion to the above items. In this regard, it is noted that all employees of the company have been discharged and that all other officers and directors have resigned.
In witness whereof, we have executed this consent as of the date first above written.
Jack E. Uselton, as Sole Ramaining
Director and Officer |
