LAIC Venture Capital reviews and complaints

Since you have chosen to have trial in the court of public opinion (probably due to a lack of an ability to retain proper counsel here in Los Angeles as agreed to), I have been forced to take measures both here in a public forum to answer your accusations, and to proceed with civil remedies against both you Mr. Hepler and Mr. Keamy. It is unfortunate here in the United States, where we have a civil court system that handles civil disputes such as these that I have to neglect company operations to answer both slanderous and libelous comments made by you two, each without merit and made only for the sole purpose of damaging me as a person and any company I am associated with, in a public forum.

I am not going to get into detail on any agreements between you, the Company (M-31, LLC) or LAIC Venture Capital that have either expired or have been replaced by new agreements. I will only be sticking to the “enforceable agreements” of today.

The first document is “Hepler Board of Directors Resolution”, which is an agreement completely drawn up by Mr. Hepler or a legal counsel appointed to Mr. Hepler and executed by Mr. Hepler on 10/15/2010 (legal counsel here has / nor ever had any previous or present day relationship with myself or any companies of LAIC Venture Capital). Below is word-by-word what that document states.

“M-31, LLC upon a motion duly made and unanimously carried, it was adopted that Robert T. Hepler has agreed to transfer 100% of all outstanding Membership Units to David T. Fowler and that upon final written transfer Mr. Fower shall receive all rights and responsibilities therein.

“The undersigned, Robert T. Hepler, certifies that he is the Managing Member of M-31 LLC and that the above is true and correct copy of the resolution that was duly adopted at a meeting of the Members of M-31 LLC which was held in accordance with the laws of the State of Hawaii and Operating Agreement.”

Signed by Mr. Hepler on 10/15/2010

So, as of 10/15/2010, Mr. Hepler is transferring all ownership of M-31, LLC to Mr. David T. Fowler.

(Copies of this original document are available upon request by anyone directly associated with this matter, simply email LEGAL@LAICVENCAP.COM and reference “Hepler Board of Directors Resolution”)

The Second Document, titled “Hepler Fowler Transfer of Membership Units Agreement”, is a legally executed document where Mr. Hepler legally transfers all ownership interests in M-31, LLC to Mr. Davide T. Fowler. Below is a copy of the writings of that agreement, and a copy is available to anyone directly associated with this matter by emailing LEGAL@LAICVENCAP.COM).

“Robert T. Hepler (seller), for good and valuable consideration, hereby assigns and transfers to David T. Fowler (Buyer) 100, 000 Units, or 100% of ALL Membership Units in M-31 LLC. Seller represents that he owns the Membership Units free and clear of all liens, security interests, claims or other encumbrances and that the Buyer will receive good, valid and marketable title to the Membership Units.”

“This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, representations, warranties, understandings, negotiations and discussions, whether oral or written with respect to its subject matter. This agreement may only be amended in writing, signed by both parties. This Agreement shall be constructed as to its fair language and not strictly for or against any party.”

Dated: 10/15/2010

Signed by both “David T. Fowler” (Buyer) and Mr. Robert T. Hepler (Seller)

As of 10/15/2010, Mr. David T. Fowler took 100% possession of M-31, LLC, period!

The next document, a quite a lengthy document, is a complete investment agreement, which as executed by Mr. David T. Fowler, and myself on behalf of LAIC Venture Capital. A complete copy of the executed agreement is available to those directly associated with this issue by emailing LEGAL@LAICVENCAP.COM, and the main points of interest in the document are:

“Section 2.1: Clearly defines the amount of the proposed investment of $11M and proposed dates for completion of such investment.”

“Article 3: This agreement is for a period not to exceed five calendar years from date of execution”

“Section 4.5.2: Company shall maintain or cause to be maintained true and complete Company files at the Company’s office(s), including, but not limited to, correspondence, contracts, purchase orders, lease contracts, service requests, monthly product inventory counts, bids, proposals, all accounts payable, all accounts receivable, all quarterly and yearly tax information, employee payroll, a complete and detailed running Company balance sheet and ledger, and Monthly Reports. Such records and files shall be provided to the Investor, at the Investor’s expense, upon Investor’s written request and shall be maintained in accordance with proper accounting methods.”

“Section 4.5.5 The Company shall deliver to the Investor upon request and at the Investors expense, copies of ALL material permits, licenses, guaranties, warranties, bills of sale and other contracts, agreements, change orders or commitments obtained or received by the Company for the account or benefit of the Company. Company will keep all originals of such documents in the Company files.”

“Section 9.1 As part of this agreement, LAIC Venture Capital has taken possession of ONE HUNDRED PERCENT OF ALL STOCK / MEBMERSHIP INTERESTS of M-31, LLC certificates of ownership, to be held for up to a maximum of twelve months and disbursed back to the Company as returns of investment dollars are released back to the Investor as illustrated in section 9.2 of this agreement.”

“Section 10.5: Jurisdiction is Los Angeles County, California”

“Section 10.8: THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT AMONG THE PARTIES WITH REGARD TO THE SUBJECT MATTER HEREOF, AND SUPERSEDES AND REPLACES AND VOIDS ANY AND ALL PRIOR TO CONTEMPORANEOUS AGREEMENTS, WRITTEN OR ORAL!”

“Section 10.13: DEFAULT: WRITTEN notification of events specified as default events within this agreement shall be delivered by the INVESTOR to the COMPANY within 30 days of their occurrence at which point the Company shall have ninety (90) days to rectify the event and extend all terms of this agreement for 90 days without penalty; delivery of notification shall be considered complete at such time as it is confirmed by the Authorized Representative of the Company or (14) days following the delivery assumptions documented elsewhere in this agreement. Should rectification of the default event not occur within the allotted time, the INVESTOR shall be entitled to select a person or persons to take over the management of the Company’s Operations until this agreement matures and the Company’s equity is purchased by the Investor as provided for herein. Should a default of the agreement take place on the side of the Investor, investor agrees to refund the full $50, 000 deposit within five business days as agreed to in the “Investment Commitment”, dated August 12th, 2010 and executed by both parties.”

Key Points are, (1) LAIC Venture Capital became the sole shareholder on the date of this agreement, which is October 21, 2010. So, as of October 21st, 2010, LAIC Venture Capital was and still is to this date, the 100% owner of M-31, LLC

Here is a link to the Department of Corporations website in Hawaii, where is clearly shows myself as the managing partner of M-31, LLC.

http://hbe.ehawaii.gov/documents/business.html?fileNumber=74284C5&view=info

So, we have Mr. Hepler on here slandering me about a Company he has not had any ownership interest in since October 15, 2010. That is over four months and ten days from the date of my letter today. If LAIC is truly in the wrong, why has Mr. Hepler not exercised his civil opportunity and filed against LAIC in a Los Angeles Court? We will acknowledge that he has lodged multiple complaints with local, state and federal regulatory bodies, without merit as we see it.

This agreement also CLEARLY VOIDS ALL previous agreements, period!

From this point forward LAIC was the 100% and is to date the sole owner of M-31, LLC. There were additional conversations between LAIC and Mr. Fowler, but out of respect for his privacy, we will not make those public.

At the end of the day, our stand in the issue is clear, and has been made clear on a number of occasions:

1. The Default is on the side of the Company (M-31, LLC)
2. The Company (M-31, LLC) is owned 100% by LAIC, and any “refund” due is due to the Company (M-31, LLC). There is no record of any loans to the Company or investors of record.
3. Mr. Hepler has absolutely no standing to be making any remarks on any aspects of M-31, LLC. He clearly transferred all ownership of the Company to one Mr. David T. Fowler (who has absolutely no interest in LAIC, and is the owner of the land where the mine is proposed), who in turned assigned all shares of the Company (M-31, LLC) to LAIC.
4. If there is anyone here who has any legal standing to make any demand for $50, 000, it would either be LAIC or Mr. David T. Fowler, not Mr. Hepler or Mr. Keamy by any stretch of the imagination
5. To date, there has been no communication from any attorney representing Mr. Hepler or Mr. Fowler. We welcome any dialogue from Mr. Fowler or his legal representatives if he feels there is anything he is owed, or any dialogue from Mr. Fowler about any possibilities of future joint venture partnerships that lead to a success mining operation as originally proposed in the investment agreement. We have gotten word from Mr. Fowler that he has interest in moving forward with this venture in the past, but when we rose the issue of not including Mr. Hepler due to these online comments, the opportunity did not move forward.

Mr. Hepler and Mr. Keamy’s statements have been both slanderous and libelous, and attorneys representing myself and any Companies I have any association with, have spent the last two weeks preparing to file a civil lawsuit in Los Angeles County, California against Mr. Hepler and Mr. Keamy. This comes at great expense on my part due to the fact there is no “collectability” in either case, as neither “defendant” has any assets that can ever cover any judgment awarded us / myself.

As this relates to Mr. Jonn Keamy.

In early of 2010, LAIC and myself began getting harassing and threatening phone calls from one Mr. Jonn Keamy. Mr. Keamy is a fly-by-night “debt collector” and self proclaimed “white collar criminologist” (joke). He was trying to pressure LAIC into completing the investment for M-31 so he could get his hands on some of the money “proposed to be due” Mr. Hepler.

In the same month, I got an email from a Business Partner of Mr. Fowler, in which it states “This is to certify that I have never spoken to John Keamy or met the man. I am aware that he is a debt collector pursuing Terrry Hepler over a $60, 000 debt. He does not represent Dave Fowler nor me. We know nothing of any letter written to you by him and did not authorize or sanction such”

Long story short as Mr. Keamy deserves little acknowledgement here. He entered into an agreement with Mr. Hepler where he would get 40% of any collected monies from us in regards to the M-31 issue. Unfortunately no monies are going to be awarded Mr. Hepler. About Mr. Keamy……

1. Jonn Keamy currently has an outstanding civil judgment in Orange County, California for over $400, 000. (I SAID, FOUR HUNDERED THOUSAND DOLLARS)! He cannot even have his own bank account due to fear of garnishment. (see a copy of judgment here, it is already part of public record. http://www.jenniferyoungdeadbeatdad.com/docs/6%20-%20Jonn%20Keamy.pdf)

2. Mr. Keamy did not even show up for the hearing, nor did any attorney show up to represent him.

3. Mr. Keamy has multiple restraining orders in the State of California due to his harassment.

4. Mr. Keamy is a “LITTLE” punk, and clearly suffers from “little man issues” due to his small size and bad teeth. (see photo http://www.flickr.com/photos/witzrus/page19/)

5. We are registering a California Debt Collector in California, and will be calling his family here starting in early in March to see if they will agree to pay his debts and start seeking to locate any bank accounts held by this turd to make sure those he has damaged in the past can only begin to start to regain some of what is owed to them, and for when we get our default judgment this year, we to can try to gain some proper compensation for his actions.