TO: SHAREHOLDERS OF SUN SPORTS & ENTERTAINMENT, INC.
Date: Friday, May 1, 2009
FROM: CJ Comu – Chairman of the Board & CEO
Fellow Shareholders,
You may have recently received a letter dated April 28, 2009, appearing to be from SUN Sports &
Entertainment Inc., (“SUN”) providing a “Notice of Special Meeting of the Shareholders.” This letter was
not produced by or sent by SUN.
Furthermore, we feel that this letter and its proxy is a fraudulent attempt to steal the company and
transfer ownership and control to one individual (Steven Humphries) for the purpose of liquidation and
self dealing. We ask that you DO NOT respond to this – as you may or may not become a participant in a
lawsuit involving any and all parties that are part of this misguided scheme.
In our opinion, we believe this action to be illegal and have reported this to the FBI, SEC and all other
State and Federal Agencies. This attempt to misrepresent correspondence from the Company may be
grounds for a civil or criminal complaint. Furthermore we have NO KNOWLEDGE or record of any
shareholder named Steven Humphries, who appears to be attempting to call this shareholder meeting.
This attempt to slate himself as the new and exclusive Board Member with the intent to strip SUN of
any/all Assets and vend in a new business entity is an unethical, illicit, possibly illegal, attempt to call a
special meeting and make changes in the company and its stock that will cause irreparable harm to SUN.
Their letter is filled with misrepresentations:
(1) The letter is addressed from “SUN SPORTS AND ENTERTAINMENT, INC.” at the top which implies that
it came from SUN – this is FALSE.
(2) On the proxy page states, it states “THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE
DIRECTOR NOMINEE AND FOR THE APPROVAL OF PROPOSAL” – this is FALSE.
(3) The letter also states they wish to increase the authorized shares of common stock to 10 Million and
authorize 100 Million shares of blank check preferred stock. They also state that the common shares are
to be increased to 10 Billion. None of this correct and no such change in share structure has been
proposed by the Board of Directors or shareholders with sufficient shares to call such a meeting.
A quick history of SUN: In 2008, SUN was faced with a number of operational and financial challenges
that management worked through. The Company shot a pilot MMA Show for Fox Sports Net (FSN) titled
“GI VS. PRO”, the company made significant management changes and added strong, new dedicated
talent. The Company received stockholder approval of a reverse spilt and signed a $5M financing
agreement. These benchmarks were not without consequence, namely due to some of the worst
economic conditions this country has faced.
On September 4th 2008, the Company brought on Clyde Gentry III as President. Mr. Gentry spent the last
10 years working within the Mixed Martial Arts (MMA) Industry as a Producer, Match Maker, Editor and
Author of the first and most-widely respected history book on MMA, “No Holds Barred”. He also
produced numerous MMA events including Freedom Fight 2005: USA Vs. Canada featuring MMA Legend
and USA Team Captain – Tito Ortiz.
On September 19, 2008, a financing agreement was signed with terms that precluded our abilities to
draw down on it in order to operate and commit to events. Management sacrificed salary at times, CEO
- CJ COMU, President - Clyde Gentry, and Vice President - Bill Coe would go weeks working in spite of no
payroll. We could have closed our doors on many occasions, but that was not in the spirit of what we
believed, nor would that measure serve OUR Company!
SUN was preparing to launch a new series, “BATTLE OF THE SHIELD” that was scheduled to take place on
October 11, 2008. It was a great program and a worthy charity benefiting the DFW Police Departments
and DFW Fire Departments. However, the show had to be cancelled, not because we lacked the
wherewithal to produce it, but because of a constant barrage of verbal and written attacks perpetrated
by former SUN Staff members BUCKEYE EPSTEIN and JAMES EPSTEIN. Since their exit from the company,
these two individuals have defamed the Company, attacked management, sabotaged shows, harassed
SUN strategic partners and tortuously interfered with business relationships. Due to an ongoing lawsuit,
we are not at liberty to disclose more information.
This year is another story. We have weathered a difficult storm to develop a plan that serves this
company and the market. Over the past few months, we have worked with a large venue property in
Dallas County that wants MMA in their Arena. This Agreement will allow SUN to produce up to 12 MMA
shows per year with the venue property underwriting the entire cost. This relationship builds our brands
in our region and should create positive cash flow.
A bigger enterprise is a Spanish-language MMA product that we have developed called “MANO A
MANO.” SUN has forged strategic relationships involved in television production, sponsorship and
distribution. These relationships will greatly mitigate the risk involved while allowing SUN to focus on
the fight element which is our natural, core competency. In the coming month, you will see a defined
strategy of how this Spanish-language product fits into our business model.
To solidify our commitment, SUN shareholders and board members CJ Comu, Clyde Gentry and Bill Coe
recently received Board Approval to convert the majority of our deferred compensation, expenses and
debt in the form of roughly $500,000 into restricted stock. Moreover, we have waived the majority of
our back salaries, expenses and debt to continue our commitment to turn SUN from a penny stock to
something you, the owners of this company, can be very proud of. We have established a brain trust
with the right partners that despite these tough times have the ability to create consistent value in SUN
for a long term strategy.
Finally, the Company will be calling a Formal Annual Meeting of the Shareholders and a written notice
will be sent on June 1, 2009 with the details of a meeting on July 1, 2009. On behalf of the Board of
Directors and Management of SUN, we appreciate your support and attention to this important memo.
Respectfully,
CJ Comu – Chairman of the Board & CEO
SUN SPORTS & ENTERTAINMENT, INC.
cj@sunorganization.com
