Here's my condensed version of how this came to pass, which was also posted on the TEXX board.
Victory Partners/BruceKlein and others bought from each of the 4 TEMN former directors, $60K worth of debt ($240 total) for $36K. When they screwed him over and the chill was imposed, Klein threatened to sue. So they issued him even MORE bogus debt ($50K more each), which is all he wanted, for no extra charge to keep him from filing charges/suing. There was also other debt "claimed" and therefore added on some other documents I have, but there could be even more.
Attorney Mark Pena wrote a letter, and Klein/Huffman got a corporate amendment filed in FL that holds TEXX liable for the debt. Got to love lawyers, huh? No dollar amount was given, just that EA assumes all the TEMN debt.
In other words, Klein, his son Peter, and Jeffery Rosenberg, paid $36K total ($9K to 4 TEMN directors) for $240K worth of debt issued/filed on April 1, 2011. The directors issued themselves something equal to a $60K bonus. But Bruce never paid $200K as he "alleged" and others claimed. The 4 TEMN directors sent emails and copied Alonzo suggesting more money was changing hands, but the closing docs, which some of us have, show much less was paid by Victory Partners.
In the meantime, Klein realized the chill was imposed and went to Hillsborough County, FL and was going to file charges, so the TEMN directors issued him even more bogus debt.
Klein/Huffman rolled that debt into TEXX in April 2012 and the dump fest began. Please know, all the debt hasn't been converted.
In the summer of 2012, Bruce and his son, with the help of others took a few thousand dollars they "invested" in TEMN, and converted it into TEXX shares and probably received a gain of over $700K, as most all other shares were restricted and not in the float. You can see the float grows and the restricted shares remain about the same with each OS count increase.
Also know, Antonelli was issued over 700K TEXX shares this year, and Lombardi dumped along with Bruce last year.
It's taken over a year to compile the docs, but a few of us took the time to figure out exactly what happened. The authorities have been alerted. It's their move now.
Hillenburg Motorsports has a sizeable investment in EA and the racing team. They received nothing.
Tom Laird has a substantial investment in EA and received nothing.
When Bruce, who had control of share issuances because he was the "lien holder", failed to pay Conterras, he rescinded the Distinguido exclusive contract, though EA remains the importer. That's why the Distinguido trademark reverted back to Valle.
The Miss GEICO sponsorship ended because of non-payment, though they were issued restricted shares they never converted.
Alonzo got 50,000 restricted shares TOTAL as a director, and those shares were given back when he resigned Saturday evening.
Real product, real company, real sponsorships in place, and Bruce and a few others did to TEXX what TEMN did to him. Of course they did get his back eventually.
Last summer when the 3rd party paid promo began and the volume hit, I warned Alonzo. I posted that warning to Alonzo here and it was suggested it was nothing more than an "IRP spat" by those that claim they study/investigate penny stock scams.
Alonzo's mom passed away in July 2012 from an extended illness while all this was going on. Bruce kept insisting he wasn't dumping to other insiders as well as promising payment(s). By September Alonzo asked Bruce to resign after Conterras rescinded the deal, but he and Craig hunkered down, then filed a lawsuit demanding Alonzo file Q3 and make some HUGE changes to Q2.
Funny, I remember others here "demanding" Alonzo file Q3 and saying it was his responsibility ALONE. That was Craig/Bruce's claim in the FL lawsuit. They demanded he be removed for not filing Q3 and they wanted the EA checkbook/records. The Judge granted the request for the records ONLY and denied the petition to remove him as CEO. Alonzo refused to back date and file Q3 as Bruce/Craig wanted, along with others here.
Then a few months later Craig/Bruce filed another lawsuit claiming the majority of shareholders wanted Alonzo removed. The Articles allow a vote that would have removed Alonzo, but Craig knew that would be blatant corporate theft, so he went the civil court route. They were just trying to wear Alonzo down.
Alonzo and his friends, me included, looked into all this. There are many other details and documents I possess, but this is my condensed version. There's so much more, especially the email trail.
All that's left is a pack of dogs that can fight over the TEXX shares. Look for Bruce to formally be voted Chairman, instead of just pretending he was, a name change for TEXX, and another repeat from the "Klein Dumpling Gang".
Will the authorities make a move? We'll see. Huffman did cover the tracks.....somewhat.
Please note: I "assume" TEMN has NO DEBT since EA/TEXX assumed it in the Articles. The fact that Klein has claimed, and converted at least some of that debt, Huffman filed that debt in FL, it would be hard for anyone to go after TEMN for past debt.....right? It's all in the TEXX shell, or was before being converted.
Good move by Alonzo, in my opinion, waiting and looking over his LEGAL options. What will he do with the TEMN shell? Who knows?
Will he send Bruce and Craig the bills since they "assumed" the TEMN debt? No dollar amount was filed.
How about $5725 for NV SOS? The money paid to Clear Trust?
Looks like Alonzo has a pretty good case since Klein/Huffman filed it with the state of FL, and the Pena letter clearly says TEMN is an asset of EA and references the assumed debt.
What do you think? Does Alonzo have a case? Should Alonzo require TEXX to pay TEMN liabilities?
Bruce could pay it and always claim it was MORE.....couldn't he?
DEBT is Bruce's friend. TEXX owes him plenty. I'm sure it will keep on coming and he'll keep on converting.
AAA Public Adjusting Group / FCC 1926 Hollywood Blvd Ste 100 Hollywood, Florida 33020
Board of Directors:
Attention: Chris Lombardi, Frederick Antonelli , Liane Hassan, Bruce Klein and Joel Contreras
Re: Private Stock Purchase Agreement between Emperial Americas, Inc. and AAAA
Directors:
On March 8, 2012 Emperial Americas ,Inc entered into a stock purchase agreement with the owners Frederick Antonelli, and Liane Hassan for three million (3,000,000) shares, which represented the Controlling interest of AAAA in exchange for a set term of payments, which were due by, May 1, 2012, and signed by Bruce Klein. Such shares with the payment of the first amount of fifty thousand ($50,000) dollars and having all voting rights, were assigned to Emperial Americas, Inc for all purposes. The balance of one hundred fifty thousand ($150,000), was expected as forth coming, and due May 1, 2012. This agreement, included amendment agreements that were sent to Antonelli from Bruce Klein signed on behalf of Emperial Americas, Inc as Chairman and Director. A conversion notice was also sent to me, which also included Lombardi's, past dues as well as Antonelli’s.
On September 6, 2012, I was contacted for the first time by Fred Antonelli and Chris Lombardi. We discussed problems about the transaction they entered into with Emperial Americas, which was signed by Bruce Klein of Victory Partners, on the behalf of Emperial Americas as the COO. At the time Antonelli, informed me that every material stipulation had been breached and that no portion of the purchase price of one hundred fifty thousand ($150,000), which was due to be paid in full by May 1, 2012, however none payment of funds. As a result, Emperial Americas never received the three million (3,000,000) shares to consummate the name change and merger transaction, although the outstanding shares exceeded nine million (9,000,000) shares Within a short time and today of twenty-six million (26,000,000) shares issued, Causing the dilution of the said Controlling interest three million (3,000,000) shares to nothing. These share issuances included, Emperial Americas’ PPM shareholders who were founders of Emperial Americas, Inc to nothing, Who were recorded in 2010. This was also the first time, I saw conversions and amendments (see attached) documents. Breaches were explained as, "beyond the limits' as outlined. This Caused the dilution of the shares, whereby sellers were said not to be paid. And ultimately, caused problems for the entire transaction.
After complete due diligence of the EAI, AAAA, and Victory Partners transaction, the companies have not performed any of its obligations under the agreement, and does not have the financial ability to properly gain the controlling interest of AAAA. Their are no records that exist describing any portion or balance of the purchase price paid by Emperial Americas, Inc. or certificates representing the three million (3,000,000) shares, were held in an escrow account and occurred at a closing. This agreement is now null, and a void transaction is rescinded between Emperial Americas Inc and AAAA. Since the agreements were Void from the outset, this is also my resignation from the board of AAAA, as officer and director, and return all of the 50,000 shares I received in this transaction as a director. At this point the Basic importer license that owns the trade name Emperial Americas, Inc is also rescinded from this transaction as it’s non transferrable.
The Company and surviving entity AAAA is directed as follows:
1. File with the Secretary of State of Florida an amendment to the Certificate of Incorporation of the Company to change the Name of the Company from Emperial Americas back to AAAA, Victory Partners, or such other name as Management deems appropriate; provided that Such name is not in any Way similar to Emperial Americas, Inc.
2. EA will post on its website that the agreements are voided
3. AAAA or Victory Partners shall cause a name change at the transfer agent Olde Monmouth.
4. To make an appropriate tiling with the United States Securities and Exchange Commission announcing that the agreements are void.
5. Issue an 8k and press releases announcing that the agreements are void:
AI
