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Emperial Americas, Inc. (fka TEXX)

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Last Post: 9/19/2016 9:52:47 AM - Followers: 32 - Board type: Free - Posts Today: 0

 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. 





#2497   Not a dry eye in the house :o( loanranger 09/19/16 09:52:47 AM
#2496   TEXX revoked: Renee 09/19/16 09:39:37 AM
#2495   Revoked! Summary Date/Time Event Type Eff/Ex Date/Time Symbol Issue Name Mar flptrnkng 09/19/16 09:05:46 AM
#2494   He's like Hansel and Gretel with revocations instead loanranger 06/21/16 08:23:38 AM
#2493   another Huffman associated stock bites the dust.....who would MorningLightMountain 06/21/16 08:06:28 AM
#2492   Very interesting. Please keep readers up to date Renee 06/16/16 09:51:02 PM
#2491   If you're referring to another stock the SEC buccaneer1961 06/16/16 09:46:15 PM
#2490   TEXX is not being alleged to have committed Renee 06/16/16 09:41:45 PM
#2489   out of curiosity,when it can be PROVEN beyond buccaneer1961 06/16/16 09:34:09 PM
#2488   It doesn't matter inthat the SEC has the Renee 06/16/16 09:19:58 PM
#2487   yes buccaneer1961 06/16/16 08:57:03 PM
#2486   and its re-opened! :) the bar complaint! yes! buccaneer1961 06/16/16 08:55:03 PM
#2485   this is the one that got hijacked ? buccaneer1961 06/16/16 08:50:56 PM
#2484   When an SEC Registrant stock is suspended for Renee 06/16/16 08:46:25 PM
#2483   who are the officers/lawyer/ceo/transfer agency? buccaneer1961 06/16/16 08:29:15 PM
#2482   are those serious charges? whats the chances of buccaneer1961 06/16/16 08:27:40 PM
#2481   I love your honesty and candor in your buccaneer1961 06/16/16 08:26:19 PM
#2480   TEXX SEC Suspension for Financials / Filings delinquencies: Renee 06/15/16 09:47:44 AM
#2479   Other complaints are pending. The Bar is..... SmallCapsMarket 03/26/16 06:53:59 PM
#2478   Just because it needs to be shared: loanranger 03/26/16 09:48:17 AM
#2477   lol..that wasn't to you,your one of the good guys buccaneer1961 01/15/16 01:56:53 PM
#2476   KAPEESH ?? loanranger 01/15/16 01:55:51 PM
#2475   wow..what kowards to do that??? this is buccaneer1961 01/15/16 01:34:21 PM
#2474   open the books...we know what you did last summer buccaneer1961 01/15/16 01:32:25 PM
#2473   no volume...what has happened to this awesome stock buccaneer1961 01/15/16 12:06:18 PM
#2472   A name from the past just popped up. loanranger 01/07/16 04:27:46 PM
#2471   I understand you didn't know about the judgement..... SmallCapsMarket 10/05/15 10:22:32 AM
#2470   I don't think so. And they appear to loanranger 10/05/15 08:12:16 AM
#2469   Has this company filed an audit recently? Carini 09/12/15 08:34:39 PM
#2468   that's pathetic!!! is we did that they would buccaneer1961 09/10/15 10:29:52 AM
#2467   Klein the Koward with his mouthpiece Huffman...... SmallCapsMarket 09/10/15 08:07:38 AM
#2466   mr. Kleins Kowardlys fault? ...let the lawyer and buccaneer1961 09/06/15 12:05:48 PM
#2465   Alonzo Pierce, CEO, abandoned this thing a long loanranger 08/23/15 03:44:35 AM
#2464   Some traded today? Wtf lovepenyland 05/27/15 06:51:13 PM
#2463   I haven't decided not to. It 50 pages...... SmallCapsMarket 05/13/15 06:37:46 AM
#2462   So you've provided Huffman's response to it and loanranger 05/12/15 10:43:30 PM
#2461   Here's Huffman's admission he filed a false affidavit........ SmallCapsMarket 05/12/15 08:37:23 PM
#2460   The Florida Bar decision........ SmallCapsMarket 05/12/15 07:44:16 PM
#2459   I'll be home in a few days and will..... SmallCapsMarket 05/07/15 06:49:52 AM
#2458   "I'm not sure what the Bar was saying....... " loanranger 05/07/15 05:37:34 AM
#2457   I'm not sure what the Bar was saying....... SmallCapsMarket 05/06/15 09:29:22 PM
#2456   He lives to scam another day... Carini 05/06/15 09:07:50 PM
#2455   My bride just called me and the Bar...... SmallCapsMarket 05/06/15 07:32:20 PM
#2454   Like TTB, they're taking all 90 SmallCapsMarket 05/05/15 09:14:42 PM
#2453   What's the status with with the ethics board case? Carini 05/05/15 08:10:27 PM
#2452   Hope so. comb 05/05/15 12:31:45 PM
#2451   It'll soon be in the regulators hands...... SmallCapsMarket 03/11/15 03:18:25 PM
#2450   Maybe if they are all buddies this will comb 03/03/15 11:15:12 AM
#2449   Were you there? sunspotter 03/02/15 03:06:55 PM
#2448   It was at 11:15. Alonzo helped Huffman...... SmallCapsMarket 03/02/15 01:06:16 PM