Monday 27 February 2012

Email Trail of Ken Koekpe's 2009 Meltdown:

December 12 2009
*************************************

From:    Mike Massingill
Sent:    Saturday, December 12, 2009 9:11 PM
To:    Ken Koepke
Cc:    Sacha Spindler
Subject:    Clairification

Ken,

Just a quick note to memorialize our conversation.

Yes I did talk to Justin Perryman (our corporate council)
about organizational procedures, internal document control,
and changes in out operational policies and structure going
forward.  At NO time did I imply that anything illegal or 
inappropriate was going on.

As you always say, "We are a public company.", and we need to
function like one.

Ken, you are sending mixed signals.  For the last week, you've
been saying we are broke and telling me to contact sources I 
know to raise money.  Don't we have an exclusive contract in 
place with  Innova Capital that Innova will raise the monies?

When I posed this question to you on the phone earlier, I still
did not get a clear answer.

When I asked about the contract we have in place with Brian Smith,
you said "that's your job, for me not worry about it, and just do my job."
As you know, we have a potential client that is interested in the solution
and I don't know if Brian gets a 70/30 split or 50/50 split.  It is my job
to manage the people that report to me, and if there is confusion on his
contract, I need to now about it.  So the statement on its face is absurd.

Since this situation affects a lot of my family and friends, and as a major 
shareholder and CTO of this company, I will know what's going on so I can 
perform my duties.

I will stop what I'm doing now and get you an e-mail trail going back to your 
Rhino days so we can see a clear picture of how we got here and what our
understandings were.

Let's all meet Monday, with corporate council and the board to find out where 
we are and where we are going.

Merry Christmas

December 17, 2009

*********************************
From: Mike Massingill [mailto:mike.massingill@the-portal.net
Sent: Thursday, December 17, 2009 3:32 PM
To: Ken Koepke
Cc: Justin Perryman; Sacha Spindler
Subject: Issues

All,

I've been restoring servers for the last few days and trying to
hold things together.

Awhile ago I learned that we received Fred Kesinger's resignation
letter and that Ken removed his computer from the NWUC
corporate office.

I want to know why the corporate books were removed from
the office and I want to see the Fred's letter.

------------------------------------------------------------------------------------------
From: Justin Perryman [justinperryman@yahoo.com]
Sent: Thursday, December 17, 2009 5:49 PM
To: Sacha H. Spindler
Cc: Mike Massingill; Ken Koepke
Subject: Re: Issues
Fred's letter simply stated that as of December 11 he resigned as president and
member of the board.

The documents are in my office to have Joyce scan and put on a file like I was
asked to do. Kens computer was moved so he can work from the Katy office. No
conspiracy or devious actions what so ever. You asked me to review the docs so
that is what I plan on doing.  

Justin Perryman
21270 Kingsland Blvd
Suite 301
Katy, TX 77450
281-589-2900 Tel
832-725-7390 Mobile

December 18, 2009 4:05 PM
**********************************
From: Justin Perryman [justinperryman@yahoo.com]
Sent: Friday, December 18, 2009 4:05 PM
To: Sacha Spindler; Mike Massingill; Ken Koepke
Subject: NEP Bank Statements
I spoke with Brandt from M&K CPAs and he is getting back to me on what is required for
the 3Q review.  Attached are the bank statements.  The QB file will be sent
momentarily.  Please note I corrected the $30,000 loan to Mike. 

Ken received confirmation that NEP will be added to the office lease in an
addendum.  That will happen by Christmas according to the leasing agent.  One less
thing to worry about.
Justin

December 29, 2009

*****************************
From:    Mike Massingill
Sent:    Tuesday, December 29, 2009 10:40 AM
To:    Ken Koepke
Cc:    Justin Perryman; Sacha Spindler
Subject:    NEP financial data and contracts

Ken,

It has now been two weeks since you romoved the financial
data, contracts, and all corporate documents from Nationwide
Energy Portal.

It is impossible to operate without these documents! 

We cannot invoice without knowing the monthly charge
and milage.

I'll expect them today!

Mike Massingill
Chief Technology Officer
Nationwide Utilities Corp
E-mail: mikem@the-portal.net
Office: 713-538-1484
Cell: 832-472-8468
Fax: 713-538-1485


December 29, 2009 11:33 AM
*********************************************************
From:    Justin Perryman <justinperryman@yahoo.com>
Sent:    Tuesday, December 29, 2009 11:33 AM
To:    Mike Massingill; ken Koepke
Cc:    Sacha Spindler
Subject:    NEP

Gentlemen,

We are at a crossroads in the company's operations which as legal counsel for the company I feel it is
necessary to make you all aware of the situation.  The company was required to file its amended
information statement – 8K/A3 with the United States Securities and Exchange Commission by
December, 24, 2009.  In order to ensure that the Company does not fall any further into non-compliance,
the current audit that has been performed by NEP’s and NUC’s auditors is at a standstill, due to the fact
that the NEP auditor requires retainer of $3,000.00 in order to begin their elements of the audit process.

Several solutions have been proposed to all parties and all have been rejected.  My final proposal is that
the two largest shareholders in the company each contribute $1500 in order that the company can get
back to being compliant.

All the work that Sacha and I have been doing to keep the company alive will be reversed in the event
that the company's filings are not timely made.

The company is viable, however two items must be resolved.  Management must be solidified in the
hands of people willing to dedicate themselves full-time in that endeavor and secondly invoices must be
sent out immediately in order to demonstrate that we are a viable company.  Joyce has almost completed
the scanning of the documents.  Regardless the entire NEP file will be returned to the NEP office either
today or tomorrow along with the computer with the quickbooks file on it.  The scanned documents will be
placed on that computer for the company's archives and convenience.

Justin



January 07, 2010
**************************************************
From: ken.providianhc.com [ken@providianhc.com]
Sent: Thursday, January 07, 2010 4:54 PM
To: Mike Massingill; 'Sacha H. Spindler'
Cc: 'Justin Perryman'
Subject: RE: REAL-NEP Agreement Amendment

This must have been sent to me by accident. I have resigned as CEO and Chairman. I consider this
inappropriate and it should not be coming to me. I did not open the attachment nor will I and will be
deleting this e-mail from Mike with contract attachment immediately after this e-mail is sent. Please do not
send me anything concerning the operations of NUC/NEP going forward.

January 08, 2010
**********************************************************
From:    ken.providianhc.com <ken@providianhc.com>
Sent:    Friday, January 08, 2010 11:15 AM
To:    Mike Massingill
Cc:    'Justin Perryman'; 'Sacha Spindler'
Subject:    RE: Inappropriate

Follow Up Flag:    Flag for follow up
Flag Status:    Flagged

Mike , I am sorry this offended you. This was not meant as a malicious remark. I am no longer affiliated
with the company and should not receive this type of information. I wish you and NUC/NEP much
success and will do everything in my power to assist you in those efforts.

Ken Koepke
CEO
Providian Health Care
713-490-3500
713-490-3501 Fax
713-503-1733 Cell
Email From Koepke: docs and computers returned #2


Email From Koepke: returned corporate documents and computers to NEP



May 25, 2011

 United States Securities and Exchange Commission

Washington, D.C. 20549 USA



Attention: Marva D. Simpson

Special Counsel

Office of Enforcement Liaison

Division of Corporate Finance



Reference: SEC File No. 0-25579 – Nationwide Utilities Corp.


Dear Marva Simpson:


In regard to your letter dated April 19, 2011, this response letter is to address the content of your inquiry. In this regard, please note the following:



1.      Nationwide Utilities Corp., formerly known as Pluris Energy Group Inc. (NWUC) completed a reverse merger with Nationwide Energy Portal Inc. (NEP), effective October 15, 2009;

2.      As a result of the aforementioned merger, the shareholders of NEP took over approximately 80% majority control of NWUC, whereby the majority shareholders of NEP assumed all management, officer and director positions of NWUC pursuant to the terms and provisions of the merger agreement;

3.      Subsequent to the control change, NWUC attempted to complete the necessary filings in relation to the merger, but was unable to complete its amended 8K/A3 consolidated financial statements resulting from the merger, as well as its 10K-2009 year end filing and all subsequent quarterly filings as a result of the NEP/NWUC CEO having failed to produce sufficient documentation to accurately account for numerous non-arms length loan transactions made to NEP and NWUC by him and companies controlled by him (the “Loans”), whereby the terms and provisions, repayment terms, reconcilable amounts underlying the Loans and accuracy of the dates of the Loans have not been accurately supported or clarified, although numerous attempts to induce the production of accurate records for the Loans have been made to do date, but to no avail thus far;

4.      As a result of the above circumstances, the majority of shareholders of NWUC voted to terminate the former NEP/NWUC CEO for cause, pursuant to the enclosed Majority Shareholder Resolution;

5.      Thereafter, NWUC and the Parties to the merger agreement elected to enter into a Rescission Agreement effective September 30, 2010 to rescind the terms and provisions of the merger agreement, as disclosed in the 8K filed by NWUC on October 1, 2010.


Due to the circumstances of the foregoing, NWUC is incapable of raising the necessary funds to undertake the required filings referred to in your above noted letter to NWUC and furthermore, requires the cooperation of the former NEP/NWUC CEO in order to accurately reflect in any audited financial statements, all transactions leading into the merger and the subsequent rescission of the merger.


In the event that the Securities and Exchange Commission requests clarification to the matters above described, NWUC will provide a dossier of all document control related to the entirety of the merger transaction and the subsequent rescission of the merger transaction. 
From: ken.providianhc.com [mailto:ken@providianhc.com]
Sent: January-07-10 2:54 PM
To: 'Mike Massingill'; Sacha Spindler
Cc: 'Justin Perryman'
Subject: RE: REAL-NEP Agreement Amendment




This must have been sent to me by accident. I have resigned as CEO and Chairman. I consider this inappropriate and it should not be coming to me. I did not open the attachment nor will I and will be deleting this e-mail from Mike with contract attachment immediately after this e-mail is sent. Please do not send me anything concerning the operations of NUC/NEP going forward.



Ken Koepke

CEO

Providian Health Care

713-490-3500

713-490-3501 Fax

713-503-1733 Cell

NATIONWIDE UTILITIES CORP.
(the "Company")

CONSENT TO ACTION
BY THE BOARD OF DIRECTORS

SHAREHOLDERS’ WRITTEN CONSENT RESOLUTION

The undersigned, being the majority of the common shareholders (the “Shareholders”) of the Company, a Nevada Corporation, pursuant to Title 78 Section 320 of the Nevada General Corporation Law, and without the formality of convening a meeting, do hereby consent in writing to the following actions of the Company, to be effective as of the 28th day January, 2010.

WHEREAS:

A.        Pursuant to Title 78 Section 320 of the Nevada General Corporation Law, any action required or permitted to be taken at a meeting of the Shareholders may be taken without a meeting if a written consent to such action is signed by Shareholders holding at least a majority of the voting power;

B.         That, pursuant to ongoing disputes, breaches of fiduciary duty, malfeasant and self dealing activities, and interference with the business of the Company’s caused and undertaken by the Company’s appointed Chief Executive Officer, Chairman and Director, Mr. Kenneth Koepke (“Koepke”), it has been determined by the Shareholders that it is in the best interest of the Company and the shareholders of the Company that Koepke is immediately terminated for cause as follows:

                  1. Koepke committed the Company to indebtedness (the “Debts”), without receiving any formal approval from other officers of the Company or from the Board of Directors of the Company;

                  2. Koepke caused the Debts to be made to himself personally, and to two other corporate bodies he has material ownership of, whereby he did not properly disclose such non-arms length transactions with the Company, did not properly document or account for the Debts prior to accruing them to the accounts of the Company, nor did he disclose any terms under which those Debts were to accrue to the accounts of the Company (the “Debt Non-Disclosure”),

                  3. As a result of the Debt Non-Disclosure, significant delays have occurred to the Company’s ability to file the necessary Company accounting pronouncements with the United States Securities and Exchange Commission (the “Commission”) pursuant to the requirements promulgated by the Commission related to the reverse merger the Company recently completed, which are now over four weeks past the Commission’s deadline for said filings to be made by the Company, as of the date hereof; 

                  4. Koepke has recently delivered to the Company, terms under which he expects the Company to repay the Debts that are self dealing in nature, place the Company in financial peril, and position Koepke to circumvent the business and the assets of the Company for his own personal use and gain while still acting as CEO, Chairman and as a Director of the Company;

                  5. Koepke has been acting in bad faith through discussions he has been having with the Company through the Company’s attempts to negotiate a settlement with Koepke to facilitate a fair and equitable separation of Koepke from the Company, whereby all agreements and understandings that have been made with Koepke are continually reneged upon by Kopeke, which has caused the Company significant loss of time and has caused the Company an inability to move its business forward;

C.         That, pursuant to the removal of Koepke as described in section “C” here above, it has been determined by the Shareholders that suitable replacements to Koepke shall be appointed to positions of the Company, as follows:

            Chairman: Mr. Brant Wallace

            Chief Executive Officer: Mr. Brant Wallace

            President: Mr. Brant Wallace

            Chief Operating Officer: Mr. Jason Miller

            Director: Mr. Brant Wallace

            Director: Mr. Jason Miller



BE IT HEREBY RESOLVED THAT:

1.                   By written consent of the majority of the Shareholders of the Company, the Company will terminate upon the date hereof, Kenneth Koepke from the positions of Chairman, Chief Executive Officer and Director of the Company.


2.                   By written consent of the majority of the Shareholders of the Company, the Company will appoint Mr. Brant Wallace to the positions of Chief Executive Officer, President and as a Director of the Company; the Company will appoint Mr. Brant Wallace as the Chairman of the Company; and, the Company will appoint Mr. Jason Miller as the Chief Operating Officer of the Company.


3.                   By written consent of the majority of the Shareholders of the Company, all corporate actions, filings and approval processes will be undertaken by the Company to effect the termination of Kenneth Koepke and the appointments of Messrs. Brant Wallace and Jason Miller.


4.                   Any director or senior officer of the Company be and is hereby authorized to execute, under the seal of the Company or otherwise, any and all documents, agreements and instruments and to do all things as may be necessary to effect the foregoing resolutions on behalf of the Company, including preparing and filing any required Articles of Amendment; and


5.                   This resolution may be signed by the majority of the Shareholders of the Company in as many counterparts as may be necessary, each of which so signed shall be deemed to be an original (and each signed copy sent by electronic facsimile transmission shall be deemed to be an original), and such counterparts together shall constitute one and the same instrument and notwithstanding the date of execution shall be deemed to bear the date as set forth above.