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
Kenneth Koepke - Houston
The Truth About Ken Koepke - the litigation manipulator
Monday, 27 February 2012
May
25, 2011
United
States Securities and Exchange Commission
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:
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.
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.
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.
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
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")
(the "Company")
CONSENT TO ACTION
BY THE BOARD OF DIRECTORS
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.
Subscribe to:
Posts (Atom)