New Generation Consumer Group Inc (NGCG)

[pitts77h]

Look at the stock price. They've been selling all along.

More people should know the history of Hall of Fame Beverages, since the exact same crew is running THIS scam. It explains everything.


Here's one place to begin:

https://www.sec.gov/litigation/complaints/2012/comp-pr2012-80.pdf

50. During the period March 2010 through January 2011, Protege and Capital Edge entered into six wrap around agreements involving Hall of Fame. The wrap around agreements allowed Protege and Capital Edge to acquire purportedly unrestricted Hall of Fame stock at a 50% discount to the prevailing market price. Upon signing the wrap around agreements, Scucci and Beach obtained approximately 2.68 billion shares of Hall of Fame stock by converting approximately $915,000 of Hall of Fame debt into stock.

51. Linton issued at least six legal opinion letters to Hall of Fame's transfer agent concluding that the transactions qualified for an exemption from the registration requirements of the federal securities laws and that Protege and Capital Edge could immediately sell the stock. Linton issued at least three of the opinion letters-on September 8 and 14,2010, and on January 19, 2011-after he knew about the injunctions entered by the Court in K&L based on the alleged violations of Section 5 of the Securities Act.

52. In reliance on Linton's opinion letters, Hall of Fame's transfer agent issued stock certificates (or their electronic equivalent) without a restrictive legend to Protege and Capital Edge whenever Protege and Capital Edge submitted a conversion notice. Hall of Fame's transfer agent would not have issued the stock without a restrictive legend in the absence of such a letter.

53. Scucci and Beach caused Protege and Capital Edge to sell the purportedly unrestricted stock into the market, generally within days or weeks of their issuance. Protege's proceeds from its sales of Hall of Fame stock were approximately $1,176,509, and Capital Edge's proceeds were approximately $194,033.

54. Protege and Capital Edge's sales of Hall of Fame stock were not registered and not exempt from the registration requirement.

55. Scucci, Beach, Protege and Capital Edge's sales of Hall of Fame stock violated Section 5 of the Securities Act.

56. But for Linton's opinions, the transfer agent would not have transferred the stock without a restrictive legend. Thus, Linton was a substantial factor and necessary participant in the unregistered sales of Hall of Fame's securities in violation of Section 5 of the Securities Act.

57. By issuing the false legal opinion letters, Linton also violated, or aided and abetted the violation of, Section 5 of the Securities Act.