| July 29, 2004 |
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Brokers, agents and association executives are waiting for the other shoe to drop in the forensic audit called for by MLSNI board members into the activities of MLSNI, its CEO Jay Huffman, and MLSNI's investments into entities such as Multiple Solutions, LLC, a subsidiary formed to oversee MLSNI's investments into REBIG, a data licensing firm headed by Huffman's wife, Brenda Huffman. REBIG had required PriceWaterhouseCoopers, MLSNI's auditor, to sign a nondisclosure agreement in advance of allowing any review of REBIG documents or discussions with REBIG personnel. Shareholders responded to Loretta Alonzo, shareholder representative, via email that they did not wish PWC to sign such a nondisclosure. A meeting is called for August 3, 2004 of MLSNI shareholders to review the results of the audit and to discuss possible further pursuits of REBIG data by other means, should the audit prove to contain insufficient information about REBIG. Sources say that information on MLSNI's investment into REBIG and REBIG's use of its money was gathered by other means besides REBIG's immediate cooperation, including data turned over voluntarily by MLSNI, Multiple Solutions, LLC (the company formed by MLSNI CEO Jay Huffman and two other individuals to manage MLSNI's investment into REBIG) and by Huffman. The data includes the REBIG operating agreement, confidential agreement, equipment lease, office lease, REBIG promissory notes, REBIG minutes from Huffman's computer hard drive, year-end Dec. 31, 2003 financials, which were the only copies of financial documents of REBIG that Multiple Solutions had, according to a source. Conspicuously absent, according to concerned persons close to the inquiry, was any copy of a security agreement between MLSNI, Multiple Solutions and REBIG. For those who are unfamiliar with the importance of security agreements, these important documents - also known as UCC1s or UCC3s, are filed with the Uniform Commercial Code Filing Office. Security agreements are filed as public record, much as mortgages are recorded. Security agreements secure loans and allow total inquiry into the loan recipient's use of said loan funds. If MLSNI (through its subsidiary Multiple Solutions, LLC) loaned money to REBIG, a security agreement should have been in place or the loan was unsecured. Absent a security agreement, it is possible that some or all the MLSNI management and shareholders who handed over approximately $1.4 million of MLSNI's money to REBIG were remiss in their fiduciary responsibilities to their own members and could be held personally liable for the loss of the MLSNI investment in REBIG. Why? "This is Business Law 101," said a pundit. "Any first-year law student would know not to allow any company to loan money without a security agreement in place." Realty Times visited Experian Business Public Records and found no security agreement on file for REBIG, LLC. in Illinois. "If there had been a security agreement on file," suggests the pundit, "there is no way REBIG would have been able to prevent MLSNI auditors from seeing their financials. MLSNI owns about 42 percent of REBIG, so they aren't equal shareholders with REBIG's other shareholders." The following questions were sent to REBIG CEO Brenda Huffman and to MLSNI CEO Jay Huffman from Realty Times: Where is the security agreement, the UCC1 or UCC3, that MLSNI and Multiple Solutions, LLC should have filed to secure their $1.4 million investment in REBIG? Do you have a copy? Would Robert Chichocki have it? May I see that one was filed? Mrs. Huffman replied, "Robert Chichocki does not work for REBIG. Mr. Chichocki simply filed the paperwork on behalf of the investors before the company was officially started." Sources say Mr. Chichocki filed the paperwork for REBIG as a courtesy, but it is one more piece of evidence that points to shareholders' mistaken beliefs that MLSNI owns REBIG. So why doesn't MLSNI own REBIG? This is one of the primary reason for the forensic audit which leaves so many questions still unanswered. Sources say that discussions on August 3 will include what the shareholders should do, as the information now contained in the report is a smoking gun that can be used as evidence by any number of litigants on all sides of the MLSNI-Multiple Solutions-REBIG triangle. |
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