LOL .. Here is the threat to take this matter to everyone or anyone that will listen them about this supposed verbally promised committment MP made!!! ANyway ...
JAMES L. BINGHAM
ATTORNEY AT LAW
1777 South Harrison Street. Suite 2100
Denver, Colorado, 80210
303-623-6569
FAX: 303-282-7728
April 29, 1999
VIA FEDERAL EXPRESS
Mr. Mark Pierce
4221 E. Tonatoc Canyon Drive
Tucson, AZ 85718
Re:
Mol Kupetz/Cyberquest, Inc.
Our Client No.: 2127-107
Dear Mr. Pierce:
My name is James Bingham, and I represent Mel Kupetz and Richard Steinberg
regarding your failure to deliver 240,000 shares of common stock in Cyberquest and $100,000.00 cash as promised. It is my understanding that the shares of stock are in a brokerage account in Denver, and the broker is only awaiting your notarized written authorization to deliver the shares to my clients.
As you surely recall, Mr. Kupetz was a shareholder and former President in the
predecessor company to Freedom Funding, Inc. When Freedom Funding, Inc. merged with Cyberquest, Inc. you never gave my clients the opportunity to approve the merger even though their combined positions represented three million shares Freedom Funding's stock. However, you later told my clients that they would receive an equivalent interest in Cyberquest as well as an interest in your future positions in Cyberquest. Moreover, in November of 1998, you requested that certain shareholders sell their stock, and you guaranteed that you would deliver the shares of stock to cover the sale. However, despite your numerous promises to make good on the
stock transfer and payments, you have failed to deliver the shares of stock and the cash.
Mr. Pierce, my review of this matter indicates several problem areas regarding
your conduct with respect to both Freedom Funding, Inc. and Cyberquest, Inc. including: 1) defects in documentation regarding your ownership position in Freedom Funding and the resignation of previous officers and directors under suspicious circumstances including the
Letter to Mr. Mark Pierce
April 23, 1999
Page 2
resignation of Mr. Roger Tompkins; 2) misrepresentations and breaches of fiduciary duty on your part regarding the merger of Freedom Funding and Cyberquest; 3) suspicious dealings with off-shore accounts including a Bahamian broker account; 4) failure to disclose my clients' vested 50% beneficial ownership interest in your past and present security stock positions of Freedom Funding and Cyberquest; 5) conflicts of interest between you and Cyberquest that could be construed as less than an "arms-length" transaction; 6) failure to deliver shares of stock and cash as promised; and 7) failure to adequately notify my clients of the special meeting to be held
on April 30, 1999.
Your actions in this matter have been irresponsible and have caused considerable
financial loss to my clients. Therefore I must insist that you immediately deliver the shares of stock and cash as promised. Failure to meet your obligations will force my clients to take all legal steps necessary to enforce their rights including actions against you personally and against Cyberquest as well as notification to the S.E.C., N.A.S.D.A.Q. and the Colorado Supreme Court.
Please deliver the notarized stock transfer letter and wire cash owed to Rocky
Mountain Securities, the Denver broker, with a copy of the documentation to me no later than Thursday, April 29, 1999, at 9:00 a.m.M.D.T, lf you fail to do so, a notice of claim with a copy of this letter will be presented to the directors of Cyberquest, Inc. at the special meeting of the directors on Friday, April 30, 1999.
Please note that you are still listed as an active attorney licensed to practice law in
Colorado and subject to the disciplinary rules in the State. I believe that there may be evidence that your actions constitute a grievable offense, and I strongly recommend that you consult with an attorney experienced in grievance procedures.
Your immediate attention to this matter is expected. To that end, please call me
before Thursday to make arrangements for transfer of the shares of stock and cash.
Sincerely,
James L. Bingham
cc:
MKupetz
RSteinberg
Cyberquest, Inc.
Please note their is no documentation to this only they calim they did all this on a verbal promise from MP.
More to come.
GB
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