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Emperial Americas, Inc. (TEXX)

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Last Post: 3/11/2015 3:18:25 PM - Followers: 35 - 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. 





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TEXX News: Statement of Ownership (sc 13g) 02/09/2015 05:21:19 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
#2447   What time is the court case? comb 03/02/15 08:07:33 AM
#2446   Maybe the court case will bring a bounce here. comb 02/27/15 12:59:26 PM
#2445   this stock is dead 10bags 02/25/15 11:17:09 AM
#2444   Thanks. loanranger 02/23/15 08:56:26 AM
#2443   A public company that has its stock Registration Renee 02/23/15 08:28:47 AM
#2442   "Shareholders should contact the company and pressure the loanranger 02/23/15 08:08:41 AM
#2441   Shareholders should contact the company and pressure the SmallCapsMarket 02/22/15 02:29:39 PM
#2440   TEXX is severely delinquent in filing their Financials Renee 02/22/15 02:02:37 PM
#2439   Thanks bro. lovepenyland 02/10/15 01:07:52 PM
#2438   That's your call to make. I am not........ SmallCapsMarket 02/10/15 01:01:22 PM
#2437   Wonder if this is going to do something scubasteve11 02/10/15 09:26:05 AM
#2436   I had 25000 shares of Texx at .16$ lovepenyland 02/10/15 07:13:28 AM
#2435   Joel was never paid for Distinguido, and rescinded...... SmallCapsMarket 02/10/15 06:21:03 AM
#2434   Well after reading all posts since late 2013 Silver Fondler 02/09/15 09:24:13 PM
#2433   ......That email came from me or I should Silver Fondler 02/09/15 08:50:06 PM
#2432   This eMail was originally sent by me. And, Silver Fondler 02/09/15 08:47:13 PM
#2431   Thanks bro. lovepenyland 02/09/15 07:15:05 PM
#2430   KCG (NYSE) files as beneficial owner of TEXX....... SmallCapsMarket 02/09/15 07:14:17 PM
#2429   Hopefully .. comb 02/09/15 07:11:32 PM
#2428   You think Texx move up soon? lovepenyland 02/09/15 07:10:32 PM
#2427   Knight been buying up shares. comb 02/09/15 07:09:15 PM
#2426   We got some news to day bro. lovepenyland 02/09/15 07:02:53 PM
#2425   Order ~ Case Management Hearing March 2 @ 11:15....... SmallCapsMarket 02/06/15 10:12:31 PM
#2424   "Ditto".............. BRATTLECAM 01/13/15 10:36:33 AM
#2423   I have 700000 of texx. Hope it wakes comb 01/13/15 09:27:28 AM
#2422   Long time/ no talk....Do you still own shares BRATTLECAM 01/13/15 09:07:56 AM
#2421   Maybe this will wake up soon.. comb 01/10/15 02:17:43 PM
#2420   On September 6, 2011 Emperial Americas, Inc. (the SmallCapsMarket 12/15/14 08:56:51 PM
#2419   Defendants Bruce K. Klein and Victory Partners, Inc. SmallCapsMarket 12/15/14 08:36:27 PM
#2418   The Case Shareholders Have Against Huffman/Klein SmallCapsMarket 11/30/14 07:00:48 PM
#2417   Klein told the TA(s) he was not an affiliate.......and SmallCapsMarket 11/29/14 10:06:25 PM
#2416   This has been referred to the FL Bar....... SmallCapsMarket 11/29/14 08:48:40 PM
#2415   SCM...I,m flattered that you used my Seagull Flying BRATTLECAM 11/29/14 08:11:59 PM
#2414   Did Bruce Klein set up a dummy company so...... SmallCapsMarket 11/29/14 07:38:45 PM
#2413   Victory Partners elected to convert ALL debt owed..... SmallCapsMarket 11/29/14 06:23:56 PM
#2412   Email from Craig A. Huffman, Esq. to Olde Monmouth....... SmallCapsMarket 11/29/14 12:10:40 PM
#2411   Wonder why they continue to keep the website comb 10/26/14 03:56:14 PM
#2410   Otc market closed by findra today. comb 10/17/14 11:31:14 AM
#2409   Seem mm are raising ask. comb 10/14/14 12:49:41 PM
#2408   I wouldn't be surprised to see PSS alert..... SmallCapsMarket 10/14/14 12:11:21 PM
#2407   Thanks. comb 10/10/14 05:32:05 PM
#2406   It could, but it won't. What I mean...... SmallCapsMarket 10/10/14 05:29:33 PM
#2405   Could the importers license be used both here comb 10/10/14 04:26:12 PM
#2404   Miss GEICO is owed a lot of money.... SmallCapsMarket 10/10/14 04:15:24 PM
#2403   Do you have any expectations here? comb 10/10/14 03:35:36 PM
#2402   Yep. Should here something soon . I guess. comb 10/09/14 03:31:34 PM