Top Shelf Brands Holdings Corp. (DKTS)

[hedge_fun]

I gave you a link to the Pena Letter.......

as well as other documents when you asked me about my opinion on the settlement. It appears Pena may have got the cart before the horse. In his opinion letter dated 4/11/12 he writes this.......

This transaction, between EA and VP was executed on September 20, 2011. The consideration for this transaction included certain shares and interests received by Victory Partners, of Team Nation. Notably, Emperial Americas did not execute a merger with Team Nation the public company due to matters that arose later during EA’s due diligence. (the chill) However, the transaction involving the debt becoming an obligation of EA. Emperial Americas as the surviving entity recognized the debt in an amendment to its articles of incorporation whereby the debt of Emperial Americas was recognized as a liability of the surviving entity, under the same terms and timing as the original debt was held and under the acquisition of debt by subsequent holders.

But a review of the filings at Sunbiz show that the amendment assuming the debt was filed 4/13/12 at 1pm, 2 days after the Pena letter was written.

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

Here is the merger filed 3/13/12. Notice "Term Three" on page 5. EA (TEXX) did NOT receive the TEMN shares.

http://search.sunbiz.org/Inquiry/CorporationSearch/ConvertTiffToPDF?storagePath=COR%5C2012%5C0316%5C00066585.Tif&documentNumber=P07000065237

But that was corrected on 4/10/12, and EA (TEXX) got the shares. See page 3.

http://search.sunbiz.org/Inquiry/CorporationSearch/ConvertTiffToPDF?storagePath=COR%5C2012%5C0416%5C00094504.Tif&documentNumber=P07000065237

Oh boy oh boy oh boy.

None of this was mentioned in any court filings I saw. How 'bout you?

These documents were filed with Sunbiz AFTER the Nov 2011 date given to the court claiming VP owned the shares.