Top Shelf Brands Holdings Corp. (DKTS)

[hedge_fun]

You make "some" valid points......Audits

should have been filed and they seem to have taken a position that the court case is to be blamed for everything. But let's look at each of your "hijacking" claims, okay?

There are three elements that I took into consideration before I called it a hijacking.
1. The price he paid for what he got in return....total voting control over a company that common shareholders may have thought they (as common shareholders are wont to think) had some influence over.....was a pittance. $1,000. I expect that many common shareholders have invested far more.

There are CERTS being held in a FL court that are said to give 60% control, and you are offended by 66% control? Klein (Victory Partners) bought debt that was nothing more than salaries owed, or would be owed to the Former Fab 4. By purchasing the debt, (high priced salaries owed and to be owed), Klein (VP) had majority control. Klein exchanged that control with EA while EA was still a private company and got free trading TEXX shares. It's all right here.

http://www.scribd.com/doc/225948487/Pena-Debt-Opinion-for-EA-Debt-Carry-and-Issuance-4-11-12

Here is the FL filing exchanging the TEMN shares for TEXX shares that Pena mentions in his opinion letter above. KLEIN FORFEITED THE RIGHTS TO THOSE SHARES.....period.

http://search.sunbiz.org/Inquiry/CorporationSearch/ConvertTiffToPDF?storagePath=COR%5C2012%5C0418%5C00095830.Tif&documentNumber=P07000065237

Of course "So" was suppose to get 3MM TEXX shares for the purchase of his private company, and I've seen no evidence to suggest he did. Perhaps you have it?

2. The fact that he was able to take the action unilaterally....no one, including common shareholders, had any voice in deciding whether his action was proper and appropriate. The absence of a Board of directors, or even just a second director, allowed him to decide the terms of his acquisition without any independent influence at all.

He was actually chosen as a Director by the Former Fab 4, who also sold 60% control to Klein, who in turn exchanged that control to EA, as I linked above.

http://www.scribd.com/doc/237952129/UWC-Appoint-APierce-9-15-2011

They resigned upon appointing "So".

http://www.scribd.com/doc/237952168/UWC-Appoint-Resignations-9-15-2011

3. The fact that the terms of the Preferred E Series, which he issued himself in November of 2013, weren't made known to either current or prospective shareholders until July of this year when YOU finally published them.

That doesn't mean ANYONE could not have ordered them, just like they can order court filings. The SEC charges investors to inform themselves. The FACT that I posted it means I did what other CHOSE not to.

Now, you cited my email exchange with "So", but left part of it out.....which was posted before by me.

Alonzo,

Does Sonfield know that the preferred shares were never filed in Nevada?

If so, what legal standing does he say you have since the 60 preferred shares were suppose to give you voting control? I'm not saying you shouldn't have legal standing, but do you actually have it? How?

Also, I understand why the reverse split needs to happen, but I think you need to let the shareholders vote on it. You can explain to them why it's needed, (to remove the chill and wipe out the 250MM each), but it gives them the chance to participate. You are not deciding the fate of their investment, they are.

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=105590073

I happen to agree the Preferred E's should have been issued AS THEY WERE. I believed at the time the Preferred A's were legit UNTIL I realized they were NOT visible at NV SOS, which they should have been. I will discuss it this week with NV SOS if I get a chance. But TEMN was in default and going nowhere.

And if the Preferred A's were legit, as you now suggest they are, "So" would have 60% majority anyway. But I also believe Huffman and Klein totally screwed him over and he lost rights to Distinguido as a result of their actions, so he paid far more than $1000. He also prevented the corporation from being REVOKED.

I also advised "So" to discuss my findings about the Preferred A's with Sonfield. He has reviewed documents you claim you have not seen and concluded that the Preferred A's and the 1B were not properly filed and/or issued. ClearTrust apparently had no resolutions, which are required for the issuance of shares......not SEC filings. Sonfield's affidavit is at the bottom of this link, but he is not the only attorney to reach this conclusion.

http://www.scribd.com/doc/225245808/TEMN-Motion-for-Summary-Judgment

I also am realizing "So" is choosing to go down a path I don't wish to follow him down, nor ever intended to. He made choices, including not going after Kennedy, Huffman, and Klein. I think they still see him as weak. They may be right.

We'll see.

But if you think the Preferred A shares are legit, "So" simply voted himself 6% more control than he already had. Plus he owns 1B shares, which Huffman called 80% control of TEMN.