Complaint Review: Sunset Point Bocas

Here is what one of the new Directors of Sunset Point, Walter Michael Stephenson had to say regarding sacked CEO, Mathew Whant, in a Letter to Shareholders.

"Sunset Point Board of Directors Letter to Shareholders; May 1, 2010.

Dear Sunset Point, Inc. shareholder:

As noted in a recent communication from the board of directors dated February 23, 2010, Sunset Point, Inc. shareholders were notified that aggressive action was taken by the board and the company's largest creditor to protect the company's assets, to secure the company's outstanding debt, and to shield the company from potential lawsuits. It was also noted that due to the situation left behind by the former management that further protective measures and legal action would likely be necessary. This follow up communication is being provided in an effort to inform shareholders of the specific actions that were taken, and to provide an overview of the existing situation with the ownership and control of the company's assets.

As expected, there have been numerous attempts to steal or sequester the assets of Sunset Point, Inc. through illegal actions, and fraudulent and misleading claims made by former "self-appointed" CEO, Mathew Whant. Additionally, Mathew Whant has continued to attempt to extort the company for a large settlement. His claims remain unsubstantiated and the board and the management team have verified he is owed nothing and was justifiably terminated for cause. Mathew Whant has also filed several outlandish and frivolous criminal charges against numerous individuals in an attempt to be as disruptive as possible to the company's operations. He has admittedly attempted to subject the company and certain individuals to extreme harassment, and to cause as much damage as possible, so the company would finally give in to his demands for a settlement. There is no disputing these facts as his actions are public filings, and he has clearly stated his intentions in writing. Mathew Whant has taken his level of harassment so far that he has literally filed frivolous charges against close to a dozen individuals, one who has been an upstanding attorney in Panama for over 40 years. Almost, every single charge he and his legal team have filed has immediately been dismissed, or has to go through some resolution process where once the "entire" story is provided, it is eventually dismissed. The attempts to extort the companies that he continues to propagate as a newfound crusade to protect shareholder interest are entirely disingenuous.

Due to his actions, threats of lawsuits and attempts of extortion, and his repeated refusal to acknowledge the position of the largest creditor of Sunset Point, lnc., the creditor was forced to take legal action against Sunset Point, Inc. to secure the outstanding debt. This outstanding debt was already rolled over once, was in default again, and was never legally secured according to Panamanian real estate law. The creditor, working with the full representation and the authority of the majority control of the shares of Sunset Point, Inc. structured a deal with Sunset Point, Inc. to solve this problem and to secure the debt. It was agreed that Sunset Point, Inc. would sign over control of the first mortgage on the company's land assets to the creditor for security on the outstanding unsecured debt of more than $2,000,000. Due to the fact that Sunset Point, Inc. had a first mortgage held by a separate company named Mtek Latinamerica, Inc. for $2,750,000, assignment of the first position of this said mortgage provided a viable methodology to secure the debt. Inasmuch, the legal representative of Mtek Latinamerica, Inc., who is also the majority shareholder of Sunset Point, Inc., signed over the first mortgage to the creditor. This fully legal transaction provided the creditor with the necessary secured position on the outstanding debt. The transaction to secure the debt was well within the guidelines of normal business practices. Furthermore, the dollar amounts are considered fair and reasonable, and in accordance with modern day standards for loan-tovalue lending guidelines for comparable transactions. Mathew Whant has attempted to mislead all shareholders that this assignment of the mortgage to secure the debt was some backroom deal as an attempt to steal the assets of Sunset Point, Inc. Nothing could be further from the truth. The transaction was executed legally, and was done with full and proper disclosure. In fact, the transaction was filed as a "public deed" by the law firm of Fonseca and Associates.

Sunset Point, Inc. shareholders should be made aware that it is proper business protocol for a company negotiating with a creditor to assign assets to the creditor as collateral against an unsecured loan that is in default, thereby providing the creditor with a secured position. Normally, this security measure is enough to satisfy the creditor and would not require further legal action. Unfortunately, due to the continued threats and actions of Mathew Whant, that was not possible in this instance. Although he is admittedly not even a shareholder of Sunset Point, Inc., Mathew Whant took objection to the agreement of signing over of the first mortgage to the creditor, and subsequently threatened to file legal action. Due to the fact that Mathew Whant had stolen the majority of the corporate files of Sunset Point after he was terminated for cause, the shareholders and the creditor had no assurance that Mathew Whant did not have certain documents which could provide him with grounds to file a lawsuit to seize the assets. The filing of such a lawsuit presented the potential to tie up the assets in court for an indefinite amount of time, possibly up to 10 years or more. Therefore, once again the creditor was forced to take further protective measures.

The next step for protective action was for the creditor to take legal action to foreclose on the first mortgage of Sunset Point, Inc. The intent of this measure was to legally separate the assets from Sunset Point, Inc. to protect them from unsubstantiated lawsuits and to distance the assets from extortion attempts. This measure would allow a new company that has control over the assets to be established. It also provided the creditor with the ability to reissue shares to all shareholders of Sunset Point, Inc. in the new company. Another benefit to the shareholders was that the new company would have a clean balance sheet, or at a minimum, would be in a much better position to begin to address the specific liabilities for which the company intended to negotiate, write off, or carry over. To accomplish this, the creditor filed a lawsuit against Sunset Point, Inc., and via the court was awarded a judgment for complete ownership of the assets. The assets were then transferred to a new corporation in accordance with the judgment and the subsequent amendment approving the transfer. Once again, Mathew Whant objected to the judgment, and attempted to stop the transaction by filing an injunction against the court-approved transfer of the assets. His legal team's injunction was immediately denied by the court, and another amendment to the original judgment was issued, once again validating the assets were legally owned and controlled by the new entity. The time to file an appeal against the transfer of the assets to the new corporation has now expired; therefore the transfer is officially legitimate and irrevocable.

Before the shares in the new entity could be issued to Sunset Point, Inc. shareholders, Mathew Whant began to act even more desperately and started to lash out with outlandish and unsubstantiated claims of theft and underhanded dealings. He began to file numerous legal actions against the creditor, the board members of Sunset Point, Inc., the attorneys representing the creditor, and Sunset Point, Inc. itself. This was when Mathew Whant decided to include all shareholders, lot owners, and investors in his ridiculous email rants and misleading statements of how he intends to expose our diabolical scheme to steal all the assets, while he brings justice to all the shareholders he conveniently neglected for years. His actions were completely transparent to most however there are still a small minority of shareholders or lot owners who he has duped into siding with him. Once again, due his threats of legal action and his filing of charges against many of us, the assets were once again transferred to a new entity to further distance them from any potential litigation brought forth by, or on behalf of, Mathew Whant. The assets were recently placed into a registered Panamanian foundation, which provides an extra level of security that prevents them from being taken out of commerce.

This latest transfer of the assets into the foundation was just completed within the last week and will be made public via the public registry of Panama in a matter of days. The management of the new foundation is planning on reaching out to Sunset Point, Inc. shareholders to present a plan to reissue beneficiary ownership in the foundation relevant to the shares formerly owned in Sunset Point, Inc. Before the foundation was even able to notify the shareholders of this latest action, Mathew Whant has once again taken action against Sunset Point, Inc. which has provided another wrinkle to the situation.

Mathew Whant just recently placed a small bond and filed a labor claim against Sunset Point, Inc. for $53,000 with the labor authority in Panama stating that he was illegally fired from Sunset Point, Inc. Additionally, Mathew Whant appeared at the labor hearing accompanied by a shareholder of Sunset Point, Inc. who was there to testify on his behalf against the company and fellow shareholders. This latest action resulted in the labor court granting Mathew Whant a temporary injunction against the company, and provided for an appointed an administrator of the court to temporarily take over the administration of Sunset Point, Inc. until a resolution on the labor claim is filed. Mathew Whant then took his temporary administrative injunction, and in the absence of John McKeon, entered the offices of Sunset Point, Inc. in the town of Bocas del Toro. He then began rummaging through the company's documents, and harassing and threatening the employees. Mathew Whant also changed the locks while the employees were gone to prevent them from entering the facility without his knowledge.

To further fester himself into the business of Sunset Point, lnc., Mathew Whant filed as part of his labor claim that the cabins on the property that were built on the land formerly owned by Sunset Point, Inc. are "rights of possession" property, and he has staked claim to those structures. He then entered into the cabins and immediately displaced an entire family of Sunset Point, Inc. workers that was allowed to live in one of the cabins, including all their children. Mathew Whant then proceeded to move into the cabin that John McKeon was using as his personal residence, thereby displacing John from the project temporarily. Since this happened, the board has received the official resignation of every single Sunset Point, Inc. former employee. Every employee has categorically refused to work for Mathew Whant in any capacity. The management of the new foundation that controls the assets has discussed this matter with the employees, and is in the process of rehiring all of the employees to continue to operate the project under the foundation, which remains the court-approved owner of the land assets. Additionally, the bank accounts of Sunset Point, Inc. have been frozen by the labor court until a resolution to the labor claim is formally issued. It will take some time, but the resolution will be addressed and the workers will all return to the project within a couple of weeks. Mathew Whant appears to believe he will have control over the assets, as he refuses to acknowledge that the assets were legally transferred out of Sunset POint, Inc. long ago, and now that action is irreversible and irrevocable. His recent actions are nothing more than a nuisance arid attempts to disrupt operations.

Needless to say, the long list of issues with Mathew Whant has been nothing more than a distraction to all the positive efforts to get the company back on track and to move forward. The management team will continue to work on the project led by John McKeon. John has proven to be an invaluable asset to the project and will temporarily be operating from Florida until the issues with the labor resolution are resolved, and he can then return to the property and the offices. John and the board will also be meeting with lot owners to address these latest issues, and to provide them with assurances that the company is on the right track to moving forward. The board will continue to act with discretion, and will provide updates to shareholders as the situation evolves and information can be disclosed. Unfortunately, due to the outrageous situation on which there are certain shareholders acting on behalf of Mathew Whant against everyone else, the board will be forced to continue to provide updates on a very limited basis. The board realizes this is an immensely frustrating situation in which we are all involved, but the board will remain steadfast in seeing this through to the end for a positive outcome. Unfortunately, each time this happens, the shareholders face costly and timely delays on the reissuance of their shares in the new foundation that the court appointed as owner of the assets. There are significant legal and costly legal issues that are being addressed.

The board of directors and the company's legal counsel has been working on a counterattack against Mathew Whant from a criminal and civil legal perspective. This effort has been extremely difficult due to the fact that Mathew Whant was left alone to operate for extended periods of time over the last couple years within Sunset Point, lnc., Alto Volcan, SA, and Volcan Pacifica, SA During this time, Mathew Whant was able to establish himself in a position to secure complete control over the corporate accounting systems, as well as the computerized document and email systems of all three companies. Upon his termination, Mathew Whant also absconded with most of the corporate documents from the files of all three companies. He also cut off access to the company's document and email computer systems as he had previously established himself as the sole system administrator for these systems. He was even able to register the hosted email and electronic document systems in his own personal name, when they clearly should have been set up as corporate systems. Mathew Whant has also taken all the corporate vehicles and equipment and has refused to return them after numerous requests. He continues to claim he is keeping them for safekeeping, even though they are needed elsewhere. The bottom line is that Mathew Whant is effectively attempting to hold the company and the shareholders hostage for his own personal gain.

The issues the innocent shareholders are now suffering through are directly related to the years of negligence, mismanagement, greed, and inaction of the former management. It is the position of the board of directors, and the foundation that controls the assets that these outstanding issues should be settled amongst the former management themselves without any involvement or negative impact to the assets that rightfully belong to the creditors and shareholders via the legal control of the foundation. Any and all attempts to manipulate or extort the company by anyone for continued personal gains will continued to be met with fierce resistance. Unfortunately, the longer this goes on the costlier it gets for all involved.

To address these matters proactively, as opposed to just reacting to Mathew Whant's actions, the company's legal counsel is diligently pursuing the formal criminal charges that have been filed against Mathew Whant as they are making their way through the police department's investigative office overseen by the District Attorney. The criminal attorney the company is working with has assured us that careful consideration is being paid to each step along the way to ensure that the desired outcome is achieved, and that this disgruntled employee is met with severe consequences for his illegal actions of fraud and extortion. The legal authorities have been provided with a mountain of solid evidence, and we expect positive steps toward ending this matter once and for all in the near future. The existing felony charges filed against Mathew Whant for theft and forgery should begin taking effect in the near future. Additionally, Mathew Whant and certain members of his immediate family have recently been made the subjects of a thorough criminal investigation of the alleged crime of Mathew Whant (as administrator of the accounting system) having conveyed title to lots for which payment was never received by the company. There are numerous other criminal charges of fraud, embezzlement, and others being considered at this time, but we are not in a position to provide details on them. Attorneys in the United States have been working on this matter for many months, and recently a law firm in the UK has been referred to pursue alleged criminal charges against Mathew Whant.

At the present time, the management of the foundation that controls the assets has developed a plan to reissue ownership to Sunset Point, Inc. shareholders in the new foundation. It is the intent to distribute ownership based on the amount of money originally invested by each shareholder. As foundations don't have shares that are issued, beneficiary documents are currently being prepared by legal counsel, and will be held on file at the law offices of Fonseca and Associates, which is the legal representative of the foundation. The official beneficiary ownership documents will remain in the possession of the legal representative until such time that Mathew Whant withdraws his actions and ceases his attacks. At that time, official copies of ownership documentation will be distributed.

On a positive note, there have been numerous discussions with parties interested in investing or entering into a joint-venture with our project to move forward. Efforts are under way toward establishing a line of credit for investment capitol to secure the company's immediate future. The goal is to fund the next 6-12 month process of securing approvals of a modified master site plan, to obtain permits, and to obtain concessions for the marina. A complete audit of the finances, a feasibility study and an appraisal of the land assets are also parts of the short term plan. Once the company has completed the 6-12 month phase, considerable value will have been added to the project, justifiable evaluations of the value of the asset will be available, and the beneficiaries of the foundation will finally have the first chance ever to honestly and realistically expect any return on investment.

Another positive result of the management team's recent efforts stems from the results of the in-depth analysis performed on the infrastructure. The analysis has provided the company with options to cost effectively move toward investing in infrastructure to promote the building of homes on the existing lots for which title was conveyed, and to move forward with segregating other lots to complete the titling process. A portion of the short term capitol being raised, along with revenue generated from the construction of custom homes planned for construction is intended to be invested in infrastructure to provide electrical power and water/sewage facilities which should provide lot owners with the ability to move forward with building of their homes.

The new foundation and the management team will be in contact with the shareholders of Sunset Point, Inc. over the coming weeks to discuss various issues with moving forward. All shareholders should remain confident that the investments made into Sunset Point, Inc. are secured, and most definitely have not been stolen by anyone or any attorneys working on our behalf. We expect Mathew Whant will likely continue his extortion attempts and efforts to harass innocent shareholders and investors with ridiculous threats of "enjoining" anyone who doesn't agree with him in his worldwide dragnet of criminal prosecution. His actions should be considered as nothing more than desperate attempts to continue to loot the companies for all he can. His continued threats of criminal prosecution on matters that are clearly civil demonstrate how desperate and misguided he has become.

We look forward to putting these matters behind us in the near future and moving forward with the project.

Kind Regards, W. Michael **** cc: Michael ****, Mario ****, John ****