The Florida Bar is looking at evidence suggesting TEXX attorney (at last report), Craig A. Huffman, submitted a false affidavit in Hillsborough County FL.
Hufman's affidavit stated Victory Partners purchased control shares of Team Nation Holdings (TEMN), now Top Shelf Brands (DKTS), as stated in the original complaint,
Original Complaint Case # 2014-CA-000757 ~ Victory Partners vs. Team Nation/Alonzo Pierce
Craig A. Huffman Affidavit ~ See Number 11
Bruce Klein, according to his own affidavit, is an officer of Victory Partners. He was also, at last report, an officer/director of Emperial Americas (TEXX), which is now "inactive" at Sunbiz, for failure to file an annual report. His affidavit asserts, as does the original complaint, that Victory Partners was the rightful owner of the control shares of Team Nation, which were the subject of the lawsuit.
Bruce Klein Affidavit
What Bruce Klein and Craig A. Huffman failed to tell the court was that Victory Partners simultaneously exchanged the shares they purchased with Emperial Americas. Victory Partners not only bought the control shares of Team Nation, but they also bought debt, at a discount, owed to the four former of Team Nation. In exchange for the control shares, Emperial Americas assumed the debt Victory Partners purchased. The 8K linked below, though poorly wriiten, explains this transaction.
On January 5, 2012, the Corporation had the majority controlling interest changed to the control of Emperial Americas, through the purchase of four sets of Series A Preferred Shares by Victory Partners, LLC. In a private sale, the four main holders of 60 Series A Preferred Shares, being Dennis R. Duffy (15 preferred shares) Janet Okerlund (15 preferred shares), Daniel Duffy (15 preferred shares) and Norman Francis (15 preferred shares). Additionally, Victory Partners received the rights to 1 billion common shares held by the same four individuals in the amount of 250 million shares each. Such shares were purchased by Victory Partners, and thus controlling interest of the Company was passed while simultaneously, a share exchange agreement was entered into for simultaneous exchange of such preferred shares with Victory Partners, for a sum of $475,000.00 to be owed to Victory Partners from the Emperial Americas. Additionally Victory Partners negotiated the purchase and assignment of some $720,000 in debt owed to the four parties previously due from Team Nation Holdings, Corp.
The Agreement with Victory Partners created a acquisition of assets being the controlling Series A Preferred shares of Team Nation Holdings, Corp. The exchange with Victory Partners for such shares with Emperial Americas created a direct exchange of shares for debt to Victory Partners which makes such matters an acquisition of Emperial Americas as the new public company.
In March 2012, Team Nation filed an 8K explaining a DTC "chill" had been placed on their stock, and the transaction above, Emperial becoming a public company, was not completed.
Craig A. Huffman was not only the attorney for Team Nation, but he was also the attorney for AAA Adjusting Group, ticker symbol AAAA, now TEXX. In March 2012, AAAA merged with Emperial Americas, and the name and ticker change followed. Emperial Americas became a publicly traded company.
In April 2012, Victory Partners, after exchanging the control shares they purchased from the four former directors of Team Nation, began collecting the debt also purchased, with the control shares being consideration, from Emperial Americas (TEXX). Mark Pena, a Tampa attorney opined Victory Partners exchanged the control shares of Team Nation with Emperial Americas, and submitted his opinion to ClearTrust, who apparently chose not to issue the free trading shares. TEXX then used the services of Olde Monmouth, who accepted Pena's opinion and issued the shares.
Craig A. Huffman attached Pena's opinion, along with Alex Starvou's in an email to Matt Troster at Olde Monmouth on 4/15/12. The email was sent to Olde Monmouth, TEXX's transfer agent, so Victory Partners could begin collecting the debt owed in exchange for the control shares of Team Nation. Craig A. Huffman even said Victory exchanged the control shares with Emperial.
TEXX mentioned Pena's letter in the Q2 2012 filing. They 10Q contained a typo, as the agreement was September 16, 2011.
On September 6, 2011 Emperial Americas, Inc. (the private company) entered into a Debt Agreement by and between Victory Partners, LLC. Such agreement was assumed by the Corporation on March 9, 2012. Pursuant to the agreement such debt is convertible into free trading shares of the Corporation at a fixed sale price of $0.16 with a 40% discount for an issuance of $0.096 per shares. On April 11, 2012, the law office of Mark E. Pena issued an opinion with regard to the convertibility of the debt into free trading shares of the Corporation.
Share Purchase Agreement Between EA and Victory Partners 9-16-2011. Notice Article 1.2 list Craig A. Huffman as the Escrow Agent, along with ClearTrust as the transfer agent. Since ClearTrust was holding the shares until closing, they were likely familiar with the transaction and that's why they chose not to issue shares based on the opinions of Pena and Starvou.
But of most importance, notice Article 1.3 ~ A, B, C, and D).
The Florida Bar should ask Craig A. Huffman to explain himself. He was the attorney for Team Nation, Victory Partners, AAA Adjusting Group, and Emperial Americas. He had no reason to file the complaint on behalf of Victory Partners as he did. If Victory Partners owned the control shares of Team Nation, which have now been cancelled, they would have had to repurchase them from TEXX. Craig A. Huffman nor Bruce Klein provided no such documentation to the court that such a transaction occurred.
When cancelled, the control shares had a market value of $2.4MM, plus the controlling interest in Team Nation, now Top Shelf Brands.