IMHO - Despite that read this again? No company would start with name calling and accusations in a contract? they can be held liable for defamation, these contracts are made to induce shareholders and wiggle there way out of this phoney merger to begin with. Itwas all for a pump and dump but neithercompany had any money to buy enough shares to dump so thier plan backfired. Dont be fooled Montana already knew that DMS as much as "they are" not a legit SEC regulated company that could trade up in proven value of this merger that both companies in stocks can be near $2 per share without manipulation.
Highlighted are accusations or defamations which could be liable in court and where Montana should have done any sort of DD before doing this contract.Oops can you believed they blamed us as the start to terminate this contract.Regardless Montana will not mention who what or where ZONAL HOLDING COMPANY is from? thats where they suppose to finance all this moneyflow by selling thier shares, this is the worst joke of SEC abuse to shareholsers in all of history.??
"Moreover, speculation by
your stockholders as to the timely and satisfactory closing of the Merger has
caused volatility in your stock price from the date Montana announced the
Merger to the U. S. Securities and Exchange Commission (the "SEC") to-date.
Clearly, we do not want to be associated with this volatility; especially, if
this speculation is the result of your stockholders' ongoing reliance the
Merger, in fact, will proceed.
From the date I initiated discussions with you in regard to a merger with
Montana, which included the comprehensive reorganization of DMS, circa
February 2010, I have been recurrently disappointed by your repeated, failed
promises to fund the prospective transaction. You have introduced us to
persons of dubious character; you have placed us in an unbalanced position
with U. S. Federal and some states securities regulators by engaging us in a
poorly-planned, feckless transaction that appears to be based on your
inconsistent representations and warranties to us; and, you have compromised
the integrity of your firm and its board of directors, as well as ours, by
your relentless, unsupported optimism to fund the transaction suggested by
our Letter of Intent.
On numerous occasions, when DMS could not facilitate and pay the Merger-
related expenses to Montana, I have been thunderstruck listening to you utter
sheer whimsy when suggesting the Merger can be completed on a "no money down"basis. Worse yet, in retrospect, the "commitments" you claim to have arranged
to finance the transaction, to me, represent nothing more than the funding of
spurious stock option plans (none of which were filed with or approved neither
by the SEC nor by any state's securities department) by utilizing the services
- at exorbitant costs - of, ostensibly, unlicensed and unprincipled promoters
and hawkers.
In this transaction, it is evident to me that your business tactics and
philosophy to perform DMS' obligations under the Letter of Intent to
consummate the Merger - and ALL of the actions REQUIRED TO BE PERFORMED both
BEFORE AND AFTER the Merger - are not imbued by the pragmatic realities of life."
