Yesterday it was announced that the doors of CME would be closed at midnight March 31st due to unpaid rent, but the March 25th press release stated that Fresh start studios (FSS) would be continuing the work of SGR in a joint venture with CME.

For the joint venture CME will contribute all of SGR’s assets to FSS as well. I would like to stress that this is not the end of the line for Stargate Resistance and the staff of Firesky will stay employed etc. Details aren’t 100% available as it is now the weekend, so next week we should see more info develop. Also for everyones reading pleasure here is the full Press release from March 25th.

MESA, Ariz. —March 25, 2010 ——TO ALL SHAREHOLDERS OF CHEYENNE MOUNTAIN ENTERTAINMENT “(CME”), CHEYENNE MOUNTAIN GAMES (“CMG”) AND CHEYENNE MOUNTAIN GAMES SUBSIDIARIES
In an effort to communicate to shareholders of CME and CMG, this letter is being posted on the company website and emailed to all shareholders for whom we can find email addresses. While in all likelihood it is not a complete list, it is the best information available for shareholders at the moment. Should you personally know other shareholders, please share this information with them. Below, in a question and answer format, is some information that will hopefully clear up some of the apparent confusion that exists with regard to the operations and affairs of CME and CMG. Who is in control of CME and CMG’s operations and affairs at this time? The Maricopa County Superior Court (Judge Myers) has ordered on March 15th, that Edward “Ted” Burr of Sierra Consulting Group (“Sierra”) be appointed as receiver to take over the assets, affairs, management, operation and control of Cheyenne Mountain Entertainment, Inc. (“CME”) and its subsidiary Cheyenne Mountain Games, Inc. (“CMG”). The term “Receiver” shall include assistants to Mr. Burr employed at Sierra. Dale Belt, a Managing Director at Sierra, has begun the process of complying with the court order. A copy of the Receivership Order can be found in the “News” section of the CME company website at www.cheyenneme.com. Additionally, on Thursday afternoon of March 18th, Judge Sarah Curley of the United States Bankruptcy Court — District of Arizona ruled that the Receiver shall be recognized as the controlling managerial representative for CME in its Chapter 11 proceeding that was filed on February 12th.

What is a Receiver?

A Receiver is a court appointed person responsible for custodial control over the property of others which can include tangible and intangible assets and rights. In this particular instance, the Receiver, who is an officer of the court, has been appointed (as quoted from the court order) “as “receiver to take over the assets, affairs, management, operation and control of CMG and CME….”. The Receiver is an objective party and does not represent any one party or another and does not report to a board or any other officer or shareholder associated with CME or CMG. The Receiver is responsible to the Judge who appointed him and must comply with the order that was issued.

How does the Receiver get paid?

The Receiver is paid from corporate assets and funds available. The court order states that the Receiver shall draw and hold a $10,000 reserve and shall be paid monthly either by the company or the plaintiffs who brought the legal action (see below for more on shareholder lawsuits).

Why did I receive an email from someone named Dale Grabois claiming he was President/CEO and that he would conduct regular reporting to shareholders?

As part of the state court action legal dispute, there have been conflicting issues as to who is in control of both CME and CMG. Mr. Grabois is claiming that he was appointed by Gary Whiting as President of CME. While that may or may not be valid, this is not an issue for the Receiver to decide and will be dealt with by the litigants in court. In any event, it is a moot point at this particular point in time because the Receiver has been placed in control of CME and CMG’s affairs. If ANYONE claims to speak for or on the company’s behalf without the Receiver’s authorization, they are in violation of the receivership order and it will be construed as interference. The Receiver met personally with Mr. Grabois on Tuesday March 23rd to convey and confirm with him his understanding on this point.

What is the current status of CME and CMG’s operations?

As referenced in the second paragraph above, CME commenced a Chapter 11 bankruptcy filing in February. The Receiver is currently evaluating the logic and rationale of remaining in bankruptcy court. If it is deemed to be not in the best interest of CME, a motion requesting that the bankruptcy petition be withdrawn would be filed. CMG and its subsidiaries on the other hand are not in bankruptcy. Currently, neither CME nor CMG have any employees. However, the Receiver has been able to meet with various former officers, shareholders and employees who agreed to meet and provide some limited assistance with understanding where assets are located, what liabilities and unpaid bills exist, where records are located, etc. For the record, the Receiver appreciates their help and assistance especially since they were not compensated for meeting with me. Their goodwill gestures have been appreciated. Based on those discussions, the Receiver believes the following financial issues may exist pending further verification:

• Cash funds on deposit in known bank accounts controlled by the company are less than $10,000.
• Unpaid past due general creditor obligations of approximately $2.0 million may exist. There could be more.
• CME or CMG is named in 5 complaints with estimated potential liability of approximately $10.1 million which includes a disputed landlord claim on space that was never occupied or utilized.
• Payroll wages of over $1.1 million dating back to March of 2009 remain unpaid.
• Federal and State payroll tax obligations of $3.0 million have not been paid.
• An Arizona state tax credit for 2009 that may net $3 million in funds to CMG has been applied for which could be used to cover some or all of the unpaid payroll tax obligations. It has been represented by the CPA firm handling this matter that it could take up to 60 days to realize that credit.

With regard to actual operations, game development has ceased. Not to be redundant, but there are no employees. The online game, Stargate Resistance, was launched sometime in mid‐February prior to appointment of the Receiver. However, because of the funding issue, unpaid wages and creditor issues, a joint venture agreement was entered into on March 2nd with an entity called Fresh Start Studios, LLC (“FSS”) whereby CMG contributed the assets of Stargate Resistance and FSS took over support and all operating cost. The principals behind FSS are some of your fellow concerned shareholders of CME and CMG. They have taken this step in an effort to preserve the game and prevent it from going offline because they felt there was no other alternative. Another logistical operational issue exists with regard to the building premises currently occupied by CME and CMG. Again, due to a lack of available funds, the company cannot pay back due rent and property taxes of approximately $35,000 that is due and the landlord has indicated that he will “lock the doors” at midnight March 31st. In addition, it appears that the actual tenant who signed the original lease is not CME or CMG. Therefore, CME and CMG will begin vacating the premises today unless some unforeseen last minute reprieve occurs. It is a very fluid situation to say the least.

What are the major deal points of the JV Agreement with Fresh Start Studios?

In general terms, CMG contributed the software, computers, furniture and fixtures and other assets associated with the operations and development of Stargate Resistance to FSS. In turn, FSS agreed to pay $100,000 to CMG and to fund $200,000 directly to FSS as start up funds to cover operating overhead which would include payroll, rent (in a new space), communications and technology costs, etc. In addition there is an escalating royalty payment due to CMG (through its majority owned publishing subsidiary FireSky Entertainment, LLC) depending on net receipts from sale of the game. FSS is also responsible for payment of MGM’s licensing royalty from sales of the game. An important provision in the JV Agreement is a “right of repurchase” granted to CMG. The right allows CMG to repurchase the assets for the $300,000 contribution made by FSS plus 10% during the first 12 months of the agreement. The $300,000 base would increase for any additional capital input into FSS as required to meet overhead expenses. The Receiver has had the opportunity to speak, just by circumstance, with a few shareholders that came to the corporate offices. In these face‐to‐face meetings, concern was expressed about the FSS transaction and the perception that corporate assets had or were in the process of being stolen as a result. Clearly, based on the deal points outlined above, assets have not been stolen due to the transaction. The principals and certain managers backing FSS are current shareholders of CMG and CME. As represented to the Receiver, their sole intent was to preserve the game and prevent it from going offline due to lack of funding, employees leaving because they had not been paid, etc. The principals did not want to put additional money into CME or CMG because of the current shareholder litigation proceeding in Superior Court and the financial circumstances that exist. As its stands at this moment, the Receiver is faced with a decision point; either ratify the FSS transaction by putting a motion before Judge Myers seeking his approval. Or alternatively, shareholders need to put up additional funds in an amount to be determined that would be used to repay the FSS principals and cover future operating expenses. Undoing the JV Agreement would be subject to negotiations with the FSS principals although it is the Receiver’s belief this could be accomplished. If the alternative approach is undertaken, the borrowing of funds must be accomplished literally within days.

What is the status of the various shareholder lawsuits and related litigation over corporate control?

The Receiver is not the appropriate party to make any judgments or provide any commentary about the shareholder lawsuits that exist. The Receiver is an officer of the court whose sole duty is to comply with the order and the duties it imposes. The litigants in the various lawsuits involving shareholders and/or officers will have the Superior Court as a forum to deal with those issues. Because of the issues being raised about corporate control and/or alleged wrongdoing, the Judge has decided to appoint a Receiver while that matter proceeds through the court process.

Issues related to stock ownership in CME and CMG?

It is apparent from various discussions, emails and comments that there are a number of legal issues with regard to who is actually holding valid stock certificates or perhaps none at all even though money was provided. Because there are no employees, no cash resources on hand and therefore no funds to hire the legal counsel necessary to sort through and investigate these issues, at this time the Receiver is not in a position to investigate the various allegations being made about purchases of stock. If you believe that you may have legal recourse of any kind on this issue, you should seek the advice of counsel.

Is there any possibility of obtaining additional funding?

The receivership order specifically allows the Receiver to “incur indebtedness” for the benefit of CME and CMG. It does not allow the Receiver to engage in the sale of securities. Clearly, under the current circumstances, traditional borrowing from a bank or other secured type lenders is not an option.

SUMMARY COMMENTS

The Receiver is making every attempt to communicate to all known shareholders. Some existing shareholders are assisting with compiling an email list and this communication will be going out to everyone for which we have email addresses. If someone is left off the email list it is entirely unintentional. The company website www.cheyenneme.com appears to be the most effective way of communicating to all parties. Please check it periodically for future updates. The Receiver is making every effort to provide some stability and deal with the multitude of issues that exist. There are some shareholders that have indicated they may convene a conference call in an attempt to possibly form a committee that could provide a forum for better communications. That action would be welcomed and the Receiver will continue to provide relevant important information on the Cheyenne Mountain website.