TEXX (formerly known as AAAA):
According to an 8k filed on March 19, TEXX is now owned by the company that claims to be distributing a brand of tequila, Tequila Distinguido, in the US:
"Item 1.01 Entry Into Material Definitive Agreement
On March 12, 2012, the Corporation had the majority controlling interest of the issued and outstanding shares under Florida law purchased under an agreement with Emperial Americas, Inc. and Victory Partners, LLC. Emperial Americas, Inc. is a Florida Corporation, as set forth below. The purchase was made of 3,000,000 of the outstanding common shares of the Corporation, for a majority control by Victory Partners purchasing 1,500,000 shares from Liane Hassan and 1,500,000 shares from Frederick Antonelli in a private share purchase agreement. The purchase was made for $200,000 by Victory Partners.
The Agreement with Victory Partners created a acquisition of assets being the controlling shares above, and additional shares held by other parties. 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 AAA Public Adjusting Group as the surviving public company. Further disclosure on the description of the assets shall be made in an additional 8-k filing to include audited financials and pro-forma of Emperial Americas. Emperial Americas operations and corporate financial matters will mean that it is not a shell company, as those terms are defined in Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).
Emperial Americas has been a Corporation domesticated in Florida. Emperial Americas, Inc. commenced operations in Houston, TX -December 2008. Previously, Emperial Americas existed under Emperial, LLC (July 2008). As a brand owner of self developed alcoholic beverages, it also imports, markets and sells beverages throughout its designated markets in the U.S. with a particular emphasis on Texas and Florida.. The company owns its brands or, has the exclusive rights and trademarks to act as the U.S. importer of the brands in its portfolio. Emperial Americas engages in the business of importing alcoholic beverages to distributors in the U.S. on a national basis. The company is federally licensed, maintaining the rights to both import and sell to distributors in 51 markets within the U.S. Emperial Americas description of its businesses and brands can be found on www.emperialamericas.com, and www.tequiladistinguido.com. The brands purchased have valuations which will be released in the near future and under separate reporting.
The existing subsidiary of Florida Claims Consultants will be sold to a third party and will be announced accordingly.
On March 15, 2012, the Board of Directors executed resolutions and such became effective through filing with the State of Florida whereby the name of the Corporation was changed to Emperial Americas, Inc. and the address of the Corporation was to be made at Emperial Americas, Inc. located at Sarasota Courthouse Center, 1990 Main Street, Suite 150, Sarasota, Florida 34236. The Corporation has begun the name change formulation of corporate action with FINRA, as well as the change of CUSIP and symbol change.
Additional filings for disclosures under Items 2.01 and 9.01 of Form 8-K will be enhanced with further filing by the registrant within the necessary time period. Items which will be filed under 9.01 will include pro forma financial information to be included, which shall include the audited financials of Emperial Americas.
Item 2.03 Creation of a Direct Financial Obligation
With the acquisition of Emperial Americas, Inc., AAA also acquired the obligations of Emperial Americas to Victory Partners, including debt due from Emperial in relation to such shares in the share exchange from the purchased common shares, as well as other debts which come with the change in control and assets of AAA. Such debts will be fully set forth in the a dditional filings for disclosures under Items 2.01 and 9.01 of Form 8-K within 90 days.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 15, 2012, the Board of Directors appointed Alonzo Pierce as Chief Executive Officer, President and Director of the Company. As well Mr. Bruce Klein was appointed to be Corporate Secretary, Chief Operating Officer and Director, Mr. Joel Contreras, was appointed to the Board of Directors, while Mr. Todd Waggoner was appointed Treasurer and Chief Financial Officer.
Mr. Christopher Lombardi, of Florida Claims Consultants, and as a remaining director would remain as an independent director to the Corporation.
On March 15, 2012, the Company accepted the resignation of Frederick Antonelli, as a director of the Corporation. Mr. Antonelli's resignation was not due to any disagreement with the Company. His departure was in order to make the purchase of Florida Claims Consultants, and to the outside.
As of the date of the appointment no compensation agreements with the officers and directors had been entered into. Such agreements will be reached and announced shortly."
ih.advfn.com/p.php?pid=nmona&article=51687621T
The fine gentlemen behind this "acquisition" also gave the world the TEMN share price collapse, using the previous vehicle they reverse merged into for this purpose.
ih.advfn.com/p.php?pid=nmona&article=51687116h
The moral from the previous involvement of Emeprial Americas with the other shell they reversed into is clear.We also know that no assets were ever placed in the TEMN shell, in spite of continued assurances from the enthusiasts that TEMN had significant assets and had made significant investments in various programs, for example the Nascar sponsorship.
We now know those assurances to have been completely false. TEMN itself never made any investments for the simple reason it never had any cash or any assets whatsoever after it was acquired.
Further, EA themselves quoted the inability to perform an R/S on the - DTC-chilled - TEMN float as one of the reasons for withdrawing from that ticker and that shell.
It's also clear from the 8k that they knew about all of the issues surrounding a DTC-chilled stocks weeks before they finally announced their withdrawal from the TEMN shell.
In reality, it's impossible to believe that the smart people behind VP and EA didn't know that TEMN being chilled would present certain challenges.
In my view it was a pre-determined strategy to withdraw from the TEMN shell and start all over again with a new ticker - AAAA.
Some one made a substantial amount of money flipping TEMN while it was being aggressively pimped on sites such as Randy's Ads and <ahem> elsewhere on the Internet. I would bet a cent to a dollar that the parties who made money were intimately associated with Emperial Americas (and probably Victory Partners too).
Until and unless AAAA issues audited accounts showing that it possesses the assets that EA and others say it has, and that it has a positive cash balance and real contracts with the manufacturers of Tequila Distinguido, then it would be folly to buy any AAAA stock.
In the words of the old saw:
Fool me once- shame on you. Fool me twice, shame on me!
Bruce K. Klein
Mr. Klein has served as a member of the Board of Directors since April 2010. From March 2005 until January 2009, Mr. Klein served as the Chairman of the Board of Drinks Americas Holdings, Ltd. and was Vice Chairman of the Board from September 2002 to March 2005.
From February 1999 to present, Mr. Klein has served as the Managing Partner of Victory Partners LLC, a company created to fund private businesses in their early stages. In the last six years, Victory has funded six businesses in technology, vitamins and internet services areas, of which three have become public companies.
From 1992 to 1997, Mr. Klein was a registered representative of the Equitable Companies, responsible for sales and services to high income clients, acting as an investment advisor and estate planner to an exclusive client base. From 1986 to 1991, Mr. Klein served as President of Transatlantic Exports Corp., where his duties included the purchasing and exporting of finished and contract goods throughout Europe and Africa.
From 1980 through 1991, Mr. Klein owned several retail businesses in lumber, hardware home centers and decorating. Mr. Klein received a B.S. in Finance and an M.B.A in Marketing from Farleigh Dickinson University.
Sarasota Courthouse Center
1990 Main Street, Suite 150
Sarasota, Florida 34236Sarasota Courthouse Center
1990 Main Street, Suite 150
Sarasota, Florida 34236Sarasota Courthouse Center
1990 Main Street, Suite 150
Sarasota, Florida 34236Sarasota Courthouse Center
1990 Main Street, Suite 150
Sarasota, Florida 34236Sarasota Courthouse Center
1990 Main Street, Suite 150
Sarasota, Florida 34236
