New Transfer Agent --ACTION STOCK TRANSFER-- reports
"It is our policy NOT to release share structure information to shareholders. Please contact the Company."
Action Type: Amendment
Document Number: 20170123197-33
# of Pages: 1
File Date: 3/22/2017 Effective Date:
Previous Stock Value: Par Value Shares: 210,000,000
Value: $ 0.001 No Par Value Shares: 0
Total Authorized Capital: $ 210,000.00
New Stock Value: Par Value Shares: 300,000,000 Value: $ 0.001 No Par Value Shares: 0
Total Authorized Capital: $ 300,000.00
|Darnell Sutton ||President, CEO |
|James A. Miller ||CFO |
|Roxanna Green ||Secretary, COO |
|Darnell Sutton ||Chairman |
|Roxanna Green || |
|James A. Miller |
Hollywall Entertainment, Inc. files Complaint against Blackbridge Capital LLC
NASHVILLE, Tenn., Nov. 1, 2016 /PRNewswire/ -- Hollywall Entertainment, Inc., (OTC Pink: HWAL), "Hollywall", files complaint against Blackbridge Capital LLC., "Blackbridge" in its ongoing efforts to rectify the recent volatility in the marketplace.
On August 23, 2016, Hollywall filed an Emergency Verified Complaint for Immediate Injunction and for Declaratory Judgment against Blackbridge with the Circuit Court of the Thirteenth Judicial Circuit in and for Hillsborough County, Florida, Civil Division.
On October 13, 2016, Hollywall was granted a temporary injunction involving Blackbridge to stop further improper conversions of the company's stock. The injunction was contingent upon Hollywall posting a cash deposit of $10,000 into the trust account of Blackbridge's attorney, as well as a bond for $29,100; which was set by the court as the market value of the pending 9,000,000 shares of Hollywall's stock requested by Blackbridge to be released. Hollywall had the understanding that by posting both bonds required for the injunction that this would negate Blackbridge from having the 9,000,000 shares released to them and for the balance of the note being paid in full, meaning no further conversions would be due under the note to Blackbridge.
On October 24, 2016, Hollywall filed an Amended Complaint for additional counts and damages. The amended complaint contains the original count for declaratory judgment, two counts of breach of contract, two counts of fraud and one count of violation of Chapter 517 of the Florida Statutes. Additionally, in the amended complaint Hollywall is suing Blackbridge for damages alleged for use of a 'default' rate of conversion of the alleged debt which is resulting in the exorbitant amount of shares being issued.
On October 26, 2016, an emergency motion to extend the temporary injunction was filed with the Circuit Court. Such motion was denied by the Court since the Court stated in its Order that if the allegations are proven, then Hollywall has a remedy at law, being that money damages can be a remedy to such matters.
On October 27, 2016, the temporary injunction expired and Blackbridge demanded the transfer agent for Hollywall to release the 9,000,000 shares of stock; and the transfer agent complied. On the same day Blackbridge was served the Amended Complaint for Declaratory Judgment and Damages and Summons in their New York Office.
On October 28, 2016, 9,000,000 shares of Hollywall's stock was sold into the market.
Hollywall's Florida litigation Counsel, Craig Huffman, stated regarding these recent events, "Currently I have four situations going on with other companies, including this, involving these type of Transfer Agent, (TA) letters from several funders. Hollywall is far from alone with this issue. Many companies have unwittingly entered into these types of egregious agreements with numerous funders across the country and they are creating significant unforeseen issues. These TA letters are a relatively new development in the industry. The problem is that these letters can be the basis for allegations of abuse by the funders. In this amended complaint we have alleged that the default rate of conversion is completely wrong and has no basis under the facts or agreements. Unfortunately the transfer agents take the view that they have no choice in the face of these TA letters. Hollywall's claims for damages in the amended complaint of course include all issuances we allege are wrongful and incorrect."
Hollywall intends to vigorously pursue and protect all shareholders interest and continues to build and expand its operations for future shareholder value.
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and as such, may involve risks and uncertainties. These forward looking statements relate to, amongst other things, current expectation of the business environment in which the company operates, potential future performance, projections of future performance and the perceived opportunities in the market. The company's actual performance, results and achievements may differ materially from the expressed or implied in such forward-looking statements as a result of a wide range of factors.
Case no. 16-CA-7958
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NOTE: The Hollywall complaint also names it's own transfer agent --ClearTrust LLC-- as a co-defendant
The issue: The Blackbridge LLC investment originated as a $50,000 convertable debt obligation incurred on Nov 3, 2013 by HWAL officer/ director ROXANNA GREEN (aka ROXANNA WEBER) on behalf of her former "EMAX MEDIA" (EMXC:OB --since de-listed). This debt was later assumed by HWAL. Blackbridge alleges that the debt has been in default since June 29, 2016 and has since been demanding shares be issued to them as specified in the contract. HWAL now complains that Blackbridge has been demanding and receiving shares at deeply discounted prices thereby harming shareholders and retiring a minimal amount of debt. Though the amount of the debt is reportedly relatively small, Hollywall is apparently not allowed to simply pay it off with cash. The lower the stock falls, the more shares Blackbridge is allowed to convert in order to "true up" the debt owed them.
Summary of legal proceedings:
The original "emergency complaint" dated 8/23/16 was 52 pages long and rejected by the judge due to errors and omissions. A shorter amended complaint was quickly filed. However, it failed to stop Blackbridge LLC from converting a portion of debt owed them into 1 million shares priced at .0005 (which Hollywall alleges was well below the market value at the time) and which were purportedly sold into the market. In October 2016 Hollywall again petitioned the court for an emergency injunction to stop the issuance of another tranche of shares by ClearTrust to Blackbridge. Hollywall offered to post $29,000 in bonds and other assurances which caused the judge granted a 14 day injunction along with a directie that the parties resolve the issue of jurisdiction in the case (Florida vs New York or elsewhere). On October 29th, the day the 14 day injuction expired, Blackbridge demanded, was issued and immediately sold another tranche of 9 million shares at .0001 --well below the market value. Hollywall pettioned the court once again in November without any intervention. As before, Blackbridge demanded, received and sold yet another tranche of 10 million shares priced at .0001.
MARCH 2017-- BLACKBRIDGE LLC HAS FILED A MOITION FOR DISMISSAL OF THE SUIT BY HOLLYWALL BASED ON "LACK OF JURISDICTION." HOLLYWALL HASN'T REPONDED.
To view all court documents click here--> https://hover.hillsclerk.com/caseSearch.html then enter case# "16-CA-7958" Click "View" then "Events/ Documents" There are 2 pages of filings. Click the "Image" icon (with the green check mark on it) to view actual documents.
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NEW TRANSFER AGENT NAMED sometime before disclosure was filed for period ending 12/31/2016
Action Stock Transfer Corporation
2469 E. Fort Union Blvd., Suite 214
Salt Lake City, UT 84121
Telephone: (801) 274-1088
Fax: (801) 274-1099
T/A reports "It is our policy NOT to release share structure information to shareholders. Please contact the Company."
Current SS is unknown. OTC is reporting numbers based on the former T/A which HWAL is suing
HWAL disclosure reports "total outstanding shares as of 12/31/2016= 198,068,564
As of Feb 8, 2017
HWAL DOWNGRADED--to "Limited Info"