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Sunday, September 14, 2014 2:33:54 PM
$TEMN Material Events Filed May 7, 2014 to January 5, 2012
http://www.sec.gov/cgi-bin/browse-edgar?company=Top+Shelf+Brands+Holdings&match=&filenum=&State=&Country=&SIC=&myowner=exclude&action=getcompany
Now others can make up their own DD minds.
May 7, 2014 8-K Material Event
Item 7.01 Regulation FD Disclosure.
Top Shelf Brands Holdings Corp., (OTCBB: TEMN), announced on April 28, 2014 that it has completed the acquisition of the Dziaq Liqueur and Besado Ultra Premium Tequila brands from OTR. Further details of the transaction will be included in financial filings at a later date.
Top Shelf Brands Holdings Corp. (OTCBB: TEMN), announced on May 6, 2014 that it has filed a motion for summary judgment in the case pending in Florida asking the court that is holding the shares to agree the certificates were improperly issued and are void.
Item 9.01 Financial Statements and Exhibits
Exhibit 99.01 Press release dated April 28, 2014
Exhibit 99.02 Press release dated May 6, 2014
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TOP SHELF BRANDS HOLDINGS CORP.
Date: May 6, 2014
By:/s/ Alonzo V. Pierce
Alonzo V. Pierce
President and Chief Executive Officer
April 10, 2014 8-K Material Event
Item 7.01 Regulation FD Disclosure.
(a)Effective the 7th day of April the registrant amended its Articles of Incorporation. The amendment:
*Changed the corporate name from Team Nation Holdings Corp. to Top Shelf Brands Holdings Corp.
*Reduced the number of common shares the corporation is authorized to issue from 5 billion to 2 billion.
*(b)The number of outstanding shares of common stock is unchanged at 1,072,116,296.
*(c)The number of outstanding shares of preferred stock is unchanged at 1,000,000.
*(d)The CUSIP designation for the registrant’s common stock is changed from 87816N100 to 89054V109.
Item 9.01 Financial Statements and Exhibits
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TOP SHELF BRANDS HOLDINGS CORP.
Date: April 9, 2014
By:/s/ Alonzo V. Pierce
Alonzo V. Pierce
President and Chief Executive Officer
March 10, 2014 Form 15-12G
Approximate number of holders of record as of the certification or notice date: 416
Pursuant to the requirements of the Securities Exchange Act of 1934 Team Nation Holdings Corp has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.
Date: March 10, 2014 By: /s/ Alonzo V. Pierce
Alonzo V. Pierce, President and Chief Executive Officer
February 20, 2014 8-K Material Event
Item 8.01 Other Events.
On January 8, 2014, the Company delivered certificates representing 60 preferred shares and one billion common shares to its Transfer Agent with instructions to cancel because the certificates were issued without corporate authority. The Transfer Agent failed to follow our instructions and the certificates have been deposited into the registry of a court in Tampa, Florida as a result of a lawsuit claiming ownership of the certificates.
There is no record of a designation of the Preferred A shares filed with the Nevada Secretary of State.
The Company intended for these unauthorized certificates to be canceled and the resolution for cancellation was to be forwarded to the DTC in an effort to have the "chill" lifted from the Company's stock. We continue to pursue all legal options to have the court determine that the unauthorized certificates be canceled and declared void.
January 15, 2014 8-K Material Event
Effective January 15, 2014 the Company changed its transfer agent from ClearTrust, LLC to VStock Transfer, LLC
March 19, 2012 8-K Material Event
Item 2.01 Completion of Acquisition or Disposition of Assets
Whereas the completion of the whole assets of Emperial Americas were not placed within the Corporation and the purchase of the controlling preferred shares had not occurred for such assets to be transferred, with the determinations made in Item 2.06 below, no assets will be emplaced into the Registrant Corporation.
Item 2.06 Material Impairment to Securities
On January 5, 2012, the Corporation had entered into a material agreement with Victory Partners, LLC, for the purchase of controlling interest 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, as well as one billion common shares from the same four main holders. It has been determined that there exists a DTCC applied “chill” on the common stock of the Company making such new securities for deposit and trading being designated trade for trade, due to previous occurrences outside the control of the acquiring Company. Such “chill” was emplaced by DTCC in September, 2012. Management and counsel for Emperial Americas, as well as the transfer agent and consultants were employed in an effort to “remove” the “chill” from the common shares by DTCC (The Depository Trust and Clearing Corporation). The reasons for the “Chill” has not been clearly made in any formal manner to any of the enquiring representatives. Full cooperation was rendered to DTCC in the due diligence they requested for documents in regard to the share issuances which had been made under the former management. DTCC required the cooperation of a DTCC participant, who was the clearing firm for the stock at issue. When numerous requests were made formally to the Participant clearing firm involved, by management, transfer agent, and even DTCC itself to get such cooperation for information, the Participant refused to cooperate with any party, including specifically to even talk to DTCC about the matter. The Company has now come to an impasse and made the determination that there can be no effective movement of securities, either through issuance actions, corporate actions at FINRA, including name changes, reverse stock splits, inability to raise equity based capital, inability to borrow based on equity, inability to compensate employees, directors or others, to make acquisitions of new assets, to settle debt, or to do other matters based on equity. While this chill does not seem to effect current shares in the market, it has made the Registrant unable to complete the planned business activities. The situation with such a chill is untenable for business or equity operations as intended. The management has determined that activity in the company will be limited, and that there will be another entity for operational placement of assets, and that the assets of Emperial Americas have not nor will they be placed into this entity.
Management has determined, after numerous consultations, that the strategy for the common shares of the Company, will call for a reorganization of the capital structure and the eligibility through a series of matters to be completed over the next year. Management is measuring the legal recourse, if any, which may lay against the former management, however the chill seems to be related to receivers of such shares, and not to the Corporation or any action by the former management.
Emperial Americas and Victory Partners will determine and make such actions over the next three months. Continued reporting as a Reporting Act Company, may be delayed, but is being pursued at the present time. The determination of SEC defined “Shell” status will be examined by outside counsel in the next two months.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard
As set forth in Item 2.01, the Registrant’s common shares received a “chill” by the DTCC in September 2012, and management has determined that such chill will not be able to be lifted at the current time due to non-cooperation of a Participant of the DTCC system with requests by numerous parties. DTCC will not remove the chill without such cooperation of the Participant. Continued DTC eligibility was essential for the implementation of the acquisition of assets and the business plan of Emperial Americas.
January 5, 2012 8-K Material Event.
ITEM 1.01. ENTRY INTO MATERIAL DEFINITIVE AGREEMENT
ENTRY INTO PURCHASE AGREEMENT FOR MAJORITY CONTROL OF ISSUER
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.
At the time of the agreement, the following private entities were diverged from the entity upon the acquisition of Emperial Americas interest into the Corporation on January 5, 2012. The following entities were:
Real Estate Services Holding, Inc. a California Corporation
Team Nation Holding Corporation, a California Corporation
Team Title, Inc. a Delaware Corporation
Escrow Nation, Inc. a California Corporation
TSS Escrow, Inc. a California Corporation
On January 5, 2012, the Board of Directors executed resolutions 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.
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.
Emperial Americas and Victory Partners were indemnified against all claimants for any debt to which there may exist from Team Nation Operations by the selling shareholders of their preferred shares.
Item 2.01 Completion of Acquisition or Disposition of Assets
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. 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.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 5, 2012, the Board of Directors appointed Alonzo Pierce as director of the Corporation. On that same date, the Corporation received the resignations of Janis Okerlund as President and director, Norman J. Francis as Executive Vice President and director, Dennis R. Duffy, as the Chief Executive Officer and director, and Daniel Duffy, as Executive Vice President, Chief Financial Officer. There were no disputes with any of these parties, as their departure was as per agreement for the stock purchase of their preferred and common shares.
On January 5, 2012, the Majority Shareholder of the Corporation, being Victory Partners, LLC, approved and voted for the appointment of 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.
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.
The current Executive officers and Directors of Registrant are:
Ever since the company's debut back in 2008 as a marketing and Importer company, Mr. Pierce has not only been credited as the founder of Emperial Americas, but he has solely been responsible for running all facets of the business including managing all day-to-day operations, product quality and control, front office to back-end operations, client reputation management, sales and marketing solutions and overseeing the sales and executive management teams. Dating back to his tenure as Texas State Manager for Blavod Extreme Spirits, Mr. Pierce gained product positioning for Players Extreme Vodka's, Cielo Tequila and Blavod Vodka and increased sales for the company in the state of Texas, Louisiana, Mississippi and Arkansas, by doubling the sales efforts for the brands. When Sapphire Brands acquired Blavod Extreme Spirits he was promoted to Regional Director of Spirits and the company's new acquisition, EOS winery from Paso Robles, California. In this role he handled the development of marketing and sales strategies designed to promote vertical sales in the ad and internet marketplace. Leveraging established relationships with distributors , he was solely responsible for managing and maintaining accurate inventory with verification of vendor reports and client relationships with all levels of the trade in the following markets: Oklahoma, Texas, Arkansas, Louisiana and Mississippi. Mr. Pierce served as Executive Director for Big Cat foundation, a non-profit organization. Mr. Pierce also served as a private banker with Star Bank in Cincinnati Ohio. Mr. Pierce received a B.A. from Baylor University in Waco ,Texas in Telecommunications in 1992.
Bruce Klein, Director (Chairman), Chief Operating Officer and Secretary:
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.
Todd Waggoner, Chief Financial Officer and Treasurer:
Mr. Waggoner leads Emperial Americas financial and accounting operations on a global basis. While maximizing profits, his experience and insights in corporate strategy will guide the Company through business growth, accounting and reporting, treasury activities, acquisitions, tax planning, internal audits, and investor relations. Mr. Waggoner is equipped with tough entrepreneurial skills and strong qualifications in financial (GAAP and non-GAAP) accounting. Before joining Emperial Americas, Waggoner was the Chief Financial Officer and Treasurer for CK Home Products Inc., a position he held since 2008. During his tenure at CK Home Products Inc., he was instrumental in developing their core business plans, creating sound audit and internal controls, served as a liaison with the SEC and was responsible for audits with CPA Firms. Mr. Waggoner has diverse experience including holding various Senior Executive Management positions such as Chief Financial Officer, Treasurer, Corporate Controller, Secretary and Staff Account with a variety of manufacturing, retail and distribution companies. Mr. Waggoner has over 20 years of directing general accounting, cash management, financial and tax reporting, acquisitions, leveraged buy-outs, banking relations, credit and collections, insurance, audits, and forecasting. Mr. Wagoner, a Certified Public Accountant received his Bachelor of Arts degree in General Studies from Louisiana State University and an Accounting degree and a Master of Business Administration from the University of South Florida. Mr. Waggoner is married with three children and reside in Winston Salem, North Carolina.
Joel Contreras, Director
As a member of Emperial America’s Board of Directors, Mr. Contreras is responsible for Quality Control for the US and Mexico Operations. Mr. Contreras is highly focused in this position to ensure that all of Emperial America’s products fit both quality and legal compliance both domestically and internationally. He is also responsible for inventory control, product design, research and development. Since 1990, Contreras has owned the largest potato wholesaler in Mexico; Papas Mexicanas, which spreads through out 20 states in the region. In 2003 he and his family engineered Tequila Distinguido and several other premium tequilas in which he is responsible for production and CRT compliances for Emperial Americas. Previously he has held various Executive Leadership roles with Companies such as Casa Wong Papas, Avicola Jaguar and Club Social Y Deportivo Jalisco AC. A Native of Jalisco Mexico, Contreras holds a Bachelors Degree in Business from Facultad de Contaduría Pública de la Universidad de Guadalajara. Mr. Contreras and his wife Maria reside in Jalisco Mexico and have four children.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On January 5, 2012, our Board of Directors and by a vote of the majority of the voting shares of the Corporation approved the change of the name of the corporation from Team Nation Holdings, Corp. to Emperial Americas, Inc. and the change of address of the Corporation to Sarasota Courthouse Center, 1990 Main Street, Suite 150, Sarasota, Florida 34236. We amended our Articles of Incorporation by the filing of a Certificates and Resolutions of Change with the Nevada Secretary of State.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 10, 2012
Emperial Americas, Inc.
Formerly Known as Team Nation Holdings, Corp.
By:/s/ Alonzo Pierce
Alonzo Pierce
President and Chief Executive Officer
http://www.sec.gov/cgi-bin/browse-edgar?company=Top+Shelf+Brands+Holdings&match=&filenum=&State=&Country=&SIC=&myowner=exclude&action=getcompany
Now others can make up their own DD minds.
May 7, 2014 8-K Material Event
Item 7.01 Regulation FD Disclosure.
Top Shelf Brands Holdings Corp., (OTCBB: TEMN), announced on April 28, 2014 that it has completed the acquisition of the Dziaq Liqueur and Besado Ultra Premium Tequila brands from OTR. Further details of the transaction will be included in financial filings at a later date.
Top Shelf Brands Holdings Corp. (OTCBB: TEMN), announced on May 6, 2014 that it has filed a motion for summary judgment in the case pending in Florida asking the court that is holding the shares to agree the certificates were improperly issued and are void.
Item 9.01 Financial Statements and Exhibits
Exhibit 99.01 Press release dated April 28, 2014
Exhibit 99.02 Press release dated May 6, 2014
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TOP SHELF BRANDS HOLDINGS CORP.
Date: May 6, 2014
By:/s/ Alonzo V. Pierce
Alonzo V. Pierce
President and Chief Executive Officer
April 10, 2014 8-K Material Event
Item 7.01 Regulation FD Disclosure.
(a)Effective the 7th day of April the registrant amended its Articles of Incorporation. The amendment:
*Changed the corporate name from Team Nation Holdings Corp. to Top Shelf Brands Holdings Corp.
*Reduced the number of common shares the corporation is authorized to issue from 5 billion to 2 billion.
*(b)The number of outstanding shares of common stock is unchanged at 1,072,116,296.
*(c)The number of outstanding shares of preferred stock is unchanged at 1,000,000.
*(d)The CUSIP designation for the registrant’s common stock is changed from 87816N100 to 89054V109.
Item 9.01 Financial Statements and Exhibits
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TOP SHELF BRANDS HOLDINGS CORP.
Date: April 9, 2014
By:/s/ Alonzo V. Pierce
Alonzo V. Pierce
President and Chief Executive Officer
March 10, 2014 Form 15-12G
Approximate number of holders of record as of the certification or notice date: 416
Pursuant to the requirements of the Securities Exchange Act of 1934 Team Nation Holdings Corp has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.
Date: March 10, 2014 By: /s/ Alonzo V. Pierce
Alonzo V. Pierce, President and Chief Executive Officer
February 20, 2014 8-K Material Event
Item 8.01 Other Events.
On January 8, 2014, the Company delivered certificates representing 60 preferred shares and one billion common shares to its Transfer Agent with instructions to cancel because the certificates were issued without corporate authority. The Transfer Agent failed to follow our instructions and the certificates have been deposited into the registry of a court in Tampa, Florida as a result of a lawsuit claiming ownership of the certificates.
There is no record of a designation of the Preferred A shares filed with the Nevada Secretary of State.
The Company intended for these unauthorized certificates to be canceled and the resolution for cancellation was to be forwarded to the DTC in an effort to have the "chill" lifted from the Company's stock. We continue to pursue all legal options to have the court determine that the unauthorized certificates be canceled and declared void.
January 15, 2014 8-K Material Event
Effective January 15, 2014 the Company changed its transfer agent from ClearTrust, LLC to VStock Transfer, LLC
March 19, 2012 8-K Material Event
Item 2.01 Completion of Acquisition or Disposition of Assets
Whereas the completion of the whole assets of Emperial Americas were not placed within the Corporation and the purchase of the controlling preferred shares had not occurred for such assets to be transferred, with the determinations made in Item 2.06 below, no assets will be emplaced into the Registrant Corporation.
Item 2.06 Material Impairment to Securities
On January 5, 2012, the Corporation had entered into a material agreement with Victory Partners, LLC, for the purchase of controlling interest 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, as well as one billion common shares from the same four main holders. It has been determined that there exists a DTCC applied “chill” on the common stock of the Company making such new securities for deposit and trading being designated trade for trade, due to previous occurrences outside the control of the acquiring Company. Such “chill” was emplaced by DTCC in September, 2012. Management and counsel for Emperial Americas, as well as the transfer agent and consultants were employed in an effort to “remove” the “chill” from the common shares by DTCC (The Depository Trust and Clearing Corporation). The reasons for the “Chill” has not been clearly made in any formal manner to any of the enquiring representatives. Full cooperation was rendered to DTCC in the due diligence they requested for documents in regard to the share issuances which had been made under the former management. DTCC required the cooperation of a DTCC participant, who was the clearing firm for the stock at issue. When numerous requests were made formally to the Participant clearing firm involved, by management, transfer agent, and even DTCC itself to get such cooperation for information, the Participant refused to cooperate with any party, including specifically to even talk to DTCC about the matter. The Company has now come to an impasse and made the determination that there can be no effective movement of securities, either through issuance actions, corporate actions at FINRA, including name changes, reverse stock splits, inability to raise equity based capital, inability to borrow based on equity, inability to compensate employees, directors or others, to make acquisitions of new assets, to settle debt, or to do other matters based on equity. While this chill does not seem to effect current shares in the market, it has made the Registrant unable to complete the planned business activities. The situation with such a chill is untenable for business or equity operations as intended. The management has determined that activity in the company will be limited, and that there will be another entity for operational placement of assets, and that the assets of Emperial Americas have not nor will they be placed into this entity.
Management has determined, after numerous consultations, that the strategy for the common shares of the Company, will call for a reorganization of the capital structure and the eligibility through a series of matters to be completed over the next year. Management is measuring the legal recourse, if any, which may lay against the former management, however the chill seems to be related to receivers of such shares, and not to the Corporation or any action by the former management.
Emperial Americas and Victory Partners will determine and make such actions over the next three months. Continued reporting as a Reporting Act Company, may be delayed, but is being pursued at the present time. The determination of SEC defined “Shell” status will be examined by outside counsel in the next two months.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard
As set forth in Item 2.01, the Registrant’s common shares received a “chill” by the DTCC in September 2012, and management has determined that such chill will not be able to be lifted at the current time due to non-cooperation of a Participant of the DTCC system with requests by numerous parties. DTCC will not remove the chill without such cooperation of the Participant. Continued DTC eligibility was essential for the implementation of the acquisition of assets and the business plan of Emperial Americas.
January 5, 2012 8-K Material Event.
ITEM 1.01. ENTRY INTO MATERIAL DEFINITIVE AGREEMENT
ENTRY INTO PURCHASE AGREEMENT FOR MAJORITY CONTROL OF ISSUER
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.
At the time of the agreement, the following private entities were diverged from the entity upon the acquisition of Emperial Americas interest into the Corporation on January 5, 2012. The following entities were:
Real Estate Services Holding, Inc. a California Corporation
Team Nation Holding Corporation, a California Corporation
Team Title, Inc. a Delaware Corporation
Escrow Nation, Inc. a California Corporation
TSS Escrow, Inc. a California Corporation
On January 5, 2012, the Board of Directors executed resolutions 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.
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.
Emperial Americas and Victory Partners were indemnified against all claimants for any debt to which there may exist from Team Nation Operations by the selling shareholders of their preferred shares.
Item 2.01 Completion of Acquisition or Disposition of Assets
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. 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.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 5, 2012, the Board of Directors appointed Alonzo Pierce as director of the Corporation. On that same date, the Corporation received the resignations of Janis Okerlund as President and director, Norman J. Francis as Executive Vice President and director, Dennis R. Duffy, as the Chief Executive Officer and director, and Daniel Duffy, as Executive Vice President, Chief Financial Officer. There were no disputes with any of these parties, as their departure was as per agreement for the stock purchase of their preferred and common shares.
On January 5, 2012, the Majority Shareholder of the Corporation, being Victory Partners, LLC, approved and voted for the appointment of 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.
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.
The current Executive officers and Directors of Registrant are:
Ever since the company's debut back in 2008 as a marketing and Importer company, Mr. Pierce has not only been credited as the founder of Emperial Americas, but he has solely been responsible for running all facets of the business including managing all day-to-day operations, product quality and control, front office to back-end operations, client reputation management, sales and marketing solutions and overseeing the sales and executive management teams. Dating back to his tenure as Texas State Manager for Blavod Extreme Spirits, Mr. Pierce gained product positioning for Players Extreme Vodka's, Cielo Tequila and Blavod Vodka and increased sales for the company in the state of Texas, Louisiana, Mississippi and Arkansas, by doubling the sales efforts for the brands. When Sapphire Brands acquired Blavod Extreme Spirits he was promoted to Regional Director of Spirits and the company's new acquisition, EOS winery from Paso Robles, California. In this role he handled the development of marketing and sales strategies designed to promote vertical sales in the ad and internet marketplace. Leveraging established relationships with distributors , he was solely responsible for managing and maintaining accurate inventory with verification of vendor reports and client relationships with all levels of the trade in the following markets: Oklahoma, Texas, Arkansas, Louisiana and Mississippi. Mr. Pierce served as Executive Director for Big Cat foundation, a non-profit organization. Mr. Pierce also served as a private banker with Star Bank in Cincinnati Ohio. Mr. Pierce received a B.A. from Baylor University in Waco ,Texas in Telecommunications in 1992.
Bruce Klein, Director (Chairman), Chief Operating Officer and Secretary:
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.
Todd Waggoner, Chief Financial Officer and Treasurer:
Mr. Waggoner leads Emperial Americas financial and accounting operations on a global basis. While maximizing profits, his experience and insights in corporate strategy will guide the Company through business growth, accounting and reporting, treasury activities, acquisitions, tax planning, internal audits, and investor relations. Mr. Waggoner is equipped with tough entrepreneurial skills and strong qualifications in financial (GAAP and non-GAAP) accounting. Before joining Emperial Americas, Waggoner was the Chief Financial Officer and Treasurer for CK Home Products Inc., a position he held since 2008. During his tenure at CK Home Products Inc., he was instrumental in developing their core business plans, creating sound audit and internal controls, served as a liaison with the SEC and was responsible for audits with CPA Firms. Mr. Waggoner has diverse experience including holding various Senior Executive Management positions such as Chief Financial Officer, Treasurer, Corporate Controller, Secretary and Staff Account with a variety of manufacturing, retail and distribution companies. Mr. Waggoner has over 20 years of directing general accounting, cash management, financial and tax reporting, acquisitions, leveraged buy-outs, banking relations, credit and collections, insurance, audits, and forecasting. Mr. Wagoner, a Certified Public Accountant received his Bachelor of Arts degree in General Studies from Louisiana State University and an Accounting degree and a Master of Business Administration from the University of South Florida. Mr. Waggoner is married with three children and reside in Winston Salem, North Carolina.
Joel Contreras, Director
As a member of Emperial America’s Board of Directors, Mr. Contreras is responsible for Quality Control for the US and Mexico Operations. Mr. Contreras is highly focused in this position to ensure that all of Emperial America’s products fit both quality and legal compliance both domestically and internationally. He is also responsible for inventory control, product design, research and development. Since 1990, Contreras has owned the largest potato wholesaler in Mexico; Papas Mexicanas, which spreads through out 20 states in the region. In 2003 he and his family engineered Tequila Distinguido and several other premium tequilas in which he is responsible for production and CRT compliances for Emperial Americas. Previously he has held various Executive Leadership roles with Companies such as Casa Wong Papas, Avicola Jaguar and Club Social Y Deportivo Jalisco AC. A Native of Jalisco Mexico, Contreras holds a Bachelors Degree in Business from Facultad de Contaduría Pública de la Universidad de Guadalajara. Mr. Contreras and his wife Maria reside in Jalisco Mexico and have four children.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On January 5, 2012, our Board of Directors and by a vote of the majority of the voting shares of the Corporation approved the change of the name of the corporation from Team Nation Holdings, Corp. to Emperial Americas, Inc. and the change of address of the Corporation to Sarasota Courthouse Center, 1990 Main Street, Suite 150, Sarasota, Florida 34236. We amended our Articles of Incorporation by the filing of a Certificates and Resolutions of Change with the Nevada Secretary of State.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 10, 2012
Emperial Americas, Inc.
Formerly Known as Team Nation Holdings, Corp.
By:/s/ Alonzo Pierce
Alonzo Pierce
President and Chief Executive Officer
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