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FYI.....EA (TEXX) now "inactive" at Sunbiz
Status
INACTIVE
Last Event
ADMIN DISSOLUTION FOR ANNUAL REPORT
Event Date Filed
09/26/2014
What happens if I don’t file the annual report? Failure to file an annual report by the 3rd Friday of September will result in the administrative dissolution or revocation of the business entity on our records at the close of business on the 4th Friday of September. Administratively dissolved or revoked entities may be reinstated by submitting the appropriate reinstatement application and the appropriate fees due this office at the time the entity applies for reinstatement. Names of administratively dissolved or revoked business entities are made available to other parties after one calendar year.
http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail/EntityName/domp-p07000065237-22795099-167a-4f25-a451-d7d88979446e/emperial%20americas/Page1
Not in the headings? What about in.......
THE FILINGS?
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.
Do you see "emperial americas" anywhere in the link below? I do. It contains the info above.
http://www.sec.gov/Archives/edgar/data/1390891/000118518512000050/emperialamericas8k011012.htm
The amendment was filed 1/23/12, and the "correction" was filed changing the name back to Team Nations on 1/9/14 here: http://nvsos.gov/sosentitysearch/corpActions.aspx?lx8nvq=Pra6Idz%252f0YBUizpN%252bX5vQg%253d%253d&CorpName=TOP+SHELF+BRANDS+HOLDINGS+CORP.
Hope this helped.
"TEMN was EA. It was changed back to Team......
Nations"
There's no sign of that anywhere in the headings here:
http://www.sec.gov/cgi-bin/browse-edgar?company=emperial+americas&owner=exclude&action=getcompany
or here:
http://www.sec.gov/cgi-bin/browse-edgar?company=team+nation+Holding&owner=exclude&action=getcompany
Yes, there was plenty of shuffling around going on.
The CEO shuffled around as described.
TEMN was EA. It was changed back to Team......
Nations, then TSB.
If I understand right it say Emperial America's . now top shelf.
What about it?
2012 CA 009320 NC - EMPERIAL AMERICAS INC vs. ALONZO PIERCE AS CHIEF EXECUTIVE OFFICER
9/23/2014 COURT APPEARANCE RECORD
6/24/2014 MOTION NOTICE TO DISMISS FOR FAILURE TO PROSECUTE UNDER FLA. R. CIV.P. 1.420(E)
5/24/2013 DEFENDANTS' ANSWER TO COMPLAINT
3/25/2013 SUMMONS ISSUED - CIRCUIT COURT-ALONZO PIERCE HANDED TO ATTORNEY RECEIPT: 809516 DATE: 03/27/2013
3/25/2013 COMPLAINT - CROSS - CIRCUIT-SHAREHOLDER DERIVATIVE ACTION COMPLAINT FOR JOINDER AGAINST ALONZO PIERCE AS OFFICER, DIRECTOR AND INDIVIDUALLY RECEIPT: 809516 DATE: 03/27/2013
12/19/2012 CORRESPONDENCE - JUDGE - PUBLIC - FROM EMPERIAL | AMERICAS ALONZO PIERCE PRESIDENT
11/26/2012 TRUST DEPOSIT - CIRCUIT - EMPERIAL AMERICAS INC RECEIPT: 785120 DATE: 11/26/2012
11/21/2012 ORDER GRANTING PLAINTIFF CORPORATION'S EMERGENCY MOTION FOR INJUNCTION
11/21/2012 CORRESPONDENCE - JUDGE - PUBLIC
11/20/2012 PETITION FOR ENTRY OF PERMANENT INJUNCTION BY CORPORATION AS TO ALONZO PIERCE AS CHIEF EXECUTIVE OFFICER AND OFFICER
11/19/2012 COPIES - CIRCUIT RECEIPT: 784172 DATE: 11/19/2012
11/19/2012 SUMMONS ISSUED - CIRCUIT COURT- ALONZO PIERCE AS CHIEF EXECUTIVE OFFICER AND OFFICER OF EMPERIAL AMERICAS INC RECEIPT: 784172 DATE: 11/19/2012
11/19/2012 COMPLAINT- EMERGENCY MOTION FOR ENTRY OF IMMEDIATE INJUNCTION ORDERING PRODUCTION OF CORPORATE DOCUMENTS AND SUSPENSION OF DUTIES OF ALONZO PIERCE AS CHIEF EXECTUIVE OFFICER AND OFFICER RECEIPT: 784172 DATE: 11/19/2012
11/19/2012 CIVIL COVER SHEET
No idea what it means, but it was the first activity in 3 months. Maybe one of the parties in the case involving the share dispute reported its settlement to this court. Maybe one of the terms of the TEMN v Pierce settlement required the settlement of this case or otherwise addressed it.
Or:
Note that someone provided some unsourced information (they refused to provide the source) that may be relevant. The timing that it reported is consistent with the appearance record.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=105557906
I think Huffy/Klein can make plenty of money with TEM@.
If they want to make money in TEXX, then they could get
Imperial Americas going well with Tequila Distinguido if
in fact they do have rights and control of Emperial Americas
and Tequila Distinguido or if Joel Contreras will work with them.
Maybe Alonzo will want Tequila Distinguido and buy out TEXX if
TEXX actually has Tequila Distinguido and gets it marketed.
$300K worth. Pretty good not to own any......
and wind up with 125MM. Mr. Friendly screwed things up for everybody, huh?
You think Huffy/Klein can figure out how to roll it into here?
Quote:"If EA has the 1 billion TEMN shares..."
The one billion TEMN common shares and 60 preferred shares
will be returned to Alonzo and TEMN for cancellation according
to the court approved settlement. Victory Partners gets
125 million restricted common shares.
needless to say its gotten real ugly.
I bet. From what I am seeing written by various players, and I know who most are, they are some people SCREAMIN' at Alonzo about their money he took from them in exchange for a note.
I do not believe ALL conversions have taken place, and those at the back of the line are wondering IF anything will be left come next spring.
And then they settle?
Hmmmmmm
"Zo" still has some BOYZ with shares over here.
Just sayin'
The Pena Letter says EA got the 1B shares. Apparently Alonzo has given in????
If EA (TEXX) has 1B TEMN shares, then they have a $2.5MM asset they could put on the books and would have never been a shell......at least in OTC Land.
The Clown Settlement
I did not.
That said, it raised a question.....a question other than the obvious "What was the actual content of the email?".
A shareholder, or someone who appears to be a shareholder, had asked:
"Did you or any other shareholders get a blast E/M From Huffman?????????"
Another presumed shareholder received a message from "Lou", the TEMN IR guy, that said:
"the other theory I hear is someone and I do not want to mention names because they are involved in the court case sent out a mass email to the shareholder list saying sell and other false claims."
It SOUNDS LIKE Huffman sent an email to shareholders. How did he get a copy of a shareholder list?
I wondered about that....shareholders lists aren't things that one can find online or at your local library....and then I saw this post:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=106113125&txt2find=shareholder|list
In that post we see a person who, it turns out, was regularly provided with information that wasn't in the public domain. He makes the point that he was a trusted confidante of the CEO by asking a number of questions:
How do I know filings are coming out BEFORE THEY DO?
How do I have the Pena Letter?
How do I have shareholder lists?
How do I have emails between Mazzo and Huffman?
How is it I have emails between Alonzo and Sonfield......and Kara?
How is it I have an opinion from an attorney named Pierce (no relation) sent to FINRA about the 1B shares because FINRA won't accept Sonfield's opinions?
How is it I have SO MANY documents that can't be order from a court or NV SOS, but I had no agreement?"
Obviously we have no idea about the currency or completeness of the shareholder lists purportedly possessed by the parties, but that's TWO people who purportedly hold shareholder information that they aren't entitled to....one with email addresses. I don't know exactly what laws are in place to protect that information, but I'm betting that there are some.
So there's that question, which doesn't touch at all on what "saying sell and other false claims" may have actually entailed, assuming such an email actually exists.
As usual, I can only offer lots of questions....and very few answers....except for "No, I did not get a reply to this highly pertinent question."
(As a reminder, the question was "Did you get such an email and, if so, what did it say?")
ps. I'm not sure if we learn anything from it, but I saw ZERO responses indicating that such an email had been received in response to: "Did you or any other shareholders get a blast E/M From Huffman?????????"
Was no email sent or is no shareholder willing to admit that they received it?
Indeed things do change.
Except it seems I was right all along about the TEMN/TEXX/Emperial Americas/Top Shelf pump'ndumperooni.
It happens (with a scary consistency).
"Quote:
--------------------------------------------------------------------------------
Is it time for the Alonzo Pierce-primed pump to switch from TEMN to TEXX(again)?
--------------------------------------------------------------------------------
My how things change after just a few months. "
Did you ever get a reply to this highly pertinent question?
"Did you notice this?
From: lou@seraphimstrategies.com
Date: 8/15/14
I hear a few different rumors as to what is happening, needless to say its gotten real ugly.
Tom says its market makers shorting, the other theory I hear is someone and I do not want to mention names because they are involved in the court case sent out a mass email to the shareholder list saying sell and other false claims.
.............
investorshub.advfn.com/boards/read_msg.aspx?message_id=105759623
Did you get such an email and, if so, what did it say?"
"In fact, why is Anthony Mazzo's name here on TEXX?"
Presumably because he's one of the key players in the TEMN/TEXX/Emperial Americas/Top Shelf pump and dump scam, soon, I suspect, to enter its fourth iteration.
I guess they didn't tell you Mazzo had......
a note here and converted. He got restricted paper.
Of course now, the restriction should be lifted.
Can't wait to see the terms of the settlement.
Just sayin'
Wonder if we will.....or other lenders.
In fact, why is Anthony Mazzo's name here on TEXX? isn't that also "off topic"? Just sayin.
CC
'Zo" never owned TEXX stock. In fact, i don't believe he owns any stock in any company.
What association does Mr. Pierce have with TEXX? Isn't even bringing his name up here "off topic"?
CC
I think they're all wash trading, including Pierce. It's what penny stock conmen do, after all.
You think Mazzo was wash trading like "Zo"......
claimed Huffy/Klein did in 2012 before the dump-a-thon "Zo" and Mazzo weren't allowed to participate in?
Up big on little volume.........
Hmmmmmm
Katie bar the door.......TEXX giddy upped
TODAY on the court room drama.
A settlement is an embarrassment for "Zo" unless "Zo" gets cash and Huffy/Klein ride off into the sunset.
Did you notice this?
From: lou@seraphimstrategies.com
Date: 8/15/14
I hear a few different rumors as to what is happening, needless to say its gotten real ugly.
Tom says its market makers shorting, the other theory I hear is someone and I do not want to mention names because they are involved in the court case sent out a mass email to the shareholder list saying sell and other false claims.
.............
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=105759623
Did you get such an email and, if so, what did it say?
Still have around 11 million. Just not much to say til see name change or products.
A E/Mail........by the way have,nt seen you around the TEMN board.......did you get out?..B/C
A E/Mail........by the way have,nt seen you around the TEMN board.......did you get out?..B/C
Did you or any other shareholders get a blast E/M From Huffman?????????
How's this working out?
If you invested $100 back when the CEO said this....
"Emperial Americas is dedicated to creating the "Brands people talk about." We are positioned to capitalize on the $400 billion spirits industry."
.....you would be lucky to get $1 for those shares today.
You are assuming Huffy pays.......which
if you "axed" Charlie or Warren, as you said you would in 2012, you would know Huffy nor Klein ever pay for anything. TEXX has liens and owes many notes. You could even "axe" Olde Monmouth, who they owe over $5K for their TEXX dumpfest. That likely why those docs "became" available.
EA paid me and Zo signed the check. It was posted before. Huffy/Klein requested the bank records in the first suit they filed in Sarasota trying to remove Zo and the Judge granted that request only.
Hope this helped. Always a pleasure.
"Then part of it seems to suggest I am still an IRP, which isn't true"
If it did, it was unintentional.
My question remains unanswered, though.
When you were an IRP for Emperial Americas were you originally hired by Craig Huffman or Alonzo Pierce?
"I guess Huffy's mad about the docs I post, huh?"
I'm sure I wouldn't know. I'm no more privy to the emotions experienced by crooked attorney Craig Huffman than I am to those of serial pump and dumpster Alonzo Pierce.
Warren Buffett and Charlie Munger wouldn't know what Geico does with its sponsorship on a day-to-day basis, as I'm sure you can imagine.
Part of that question was asked correctly.....
when you were working on behalf of Emperial Americas
Past tense.
Then part of it seems to suggest I am still an IRP, which isn't true. As has been said before, "allegations" are so easy a caveman can make 'em.
I guess Huffy's mad about the docs I post, huh? Maybe he shouldn't have messed with the former CEO or the former IRP.
Just sayin'
BTW.....did you ever get an answer from Warren or Charlie about the sponsorship pictured above?
Just askin'
So did Huffman hire IRPs such as yourself when you were working on behalf of Emperial Americas or did Alonzo Pierce hire you directly?
Thanks.
"It shows Zo wasn't part of the TEXX pump and dump, though that is constantly regurgitated by Huffy's paid pipers"
Who are "Huffy's paid pipers"?
Does crooked attorney Huffman hire different IRPs than pumpn'dump specialist Alonzo Pierce hires?
Is that why we have "promoter wars" between different groups of TEMN penny stock pimps elsewhere on the Internet?
TIA for an informed reply.
Good catch Twain.......
You can see Klein wrote that. Compare it to the amendment at Sunbiz removing Zo and Joel. And notice on page 4 of the amendment the same NJ number for Victory Partners going to Huffman. 201 327 1233. That page was the only faxed page.
http://search.sunbiz.org/Inquiry/CorporationSearch/ConvertTiffToPDF?storagePath=COR%5C2013%5C0401%5C45554573.Tif&documentNumber=P07000065237
After allegedly holding a shareholder vote with a sufficient amount needed for approval on 3-25-13, why go to court to remove Zo the same day? And why not withdraw it, especially since Zo resigned? It is still open.
https://cms.sarasotaclerk.com/BenchmarkwebCAPS/CourtCase.aspx/Details/1683759?digest=4cY5rTzEty2R1UnDgliuuw
Documents Huffy nor his supporters want you........
to see. It shows Zo wasn't part of the TEXX pump and dump, though that is constantly regurgitated by Huffy's paid pipers.
And yes, this is a FAX from Klein to Huffy, then sent to Olde Monmouth. It clearly states ONLY Klein could issue shares.
http://www.scribd.com/doc/226851164/Olde-Monmouth-TEXX
Pena Opinion Letter 4-11-12 which was used by Klein and Huffy to dump TEXX shares while real debt holders got restricted paper, as they should have. It also cites TEXX corporate filings at Sunbiz where TEXX assumed TEMN debt. The letter contained one error. The last amendment (correction) assuming the debt was in April 2012.
It happens.
http://www.scribd.com/doc/225948487/Pena-Debt-Opinion-for-EA-Debt-Carry-and-Issuance-4-11-12
Please note: Request for documentation showing Zo was involved have gone unanswered.....for the most part. Every now and again someone says Zo was the CEO when this occurred, as if that is actual evidence. At best it's circumstantial.
That's it. I got word last night.....and
it seems reliable, that the old AAAA is back. Klein never paid them (shocked face), but I have heard that before. Huffy has killed this puppy with his (ahem) wheelin' and dealin'.
AAAA won't go after Huffy/Klein. They dumped a few as well last time around. Perhaps they will wait another year, file Form 15 and start over. Seems like their best case scenario.
I love the suggestions Zo is coming back and TEXX has a clean balance sheet. Just wait until she starts trading.....if she ever really starts again. There's a ton of restricted paper out there.
Dump before the notes come due, then blame the CEO.
Huffy/Klein 101
Of course the lawsuit has it's own potential consequences. Just sayin'
Miss GEICO Racing sues TEXX
Plaintiff AMF RIVIERA BEACH LLC Case # 201255902
Defendant EMPERIAL AMERICAS INC Status Active-Civil
Filed on Sep 24, 2012 Last Updated Feb 1, 2013
Location Harris County, TX Next Update None
AMF RIVIERA BEACH LLC vs. EMPERIAL AMERICAS INC 2/1/2013
Cause: 201255902 CDI: 7 Court: 334
Is this what you were referring to on the TEMN board?
That "rag" never mentioned the bogus shares.......why?
How did they miss that?
Glad I warned Zo about Klein? It was a bit late, I admit, but I never followed TEMN. You can see my warning in the post you responded to. I noticed that "rag" connected the two, TEMN and TEXX. But how did they miss the bogus shares?
How did they miss the counterfeit CERTS? They simply focused on the promos, as if that's the crime.
They don't think, as some do, Team Zo might lose in Tampa, do they? They know what a counterfeit CERT is, right?
A victory next week sets the stage for TEXX shareholders to go after Huffy/Klein in FL. As well as FINRA.
Just sayin'
I love how Huffy operates. Check this.......
An "alleged" Board vote removes Zo and Joel as President and Director of the corporation on 3/25/13.
http://search.sunbiz.org/Inquiry/CorporationSearch/ConvertTiffToPDF?storagePath=COR%5C2013%5C0401%5C45554573.Tif&documentNumber=P07000065237
So why file a lawsuit in Sarasota to remove Zo the same day?
http://www.clerk.co.sarasota.fl.us/srqapp/civdetail.asp?tb_searchby=Company&tb_searchfor=2012+CA+009320+NC
Corporate actions don't require a court order.......UNLESS
Just like in the Tampa lawsuit, Huffy seems to be saying, "we don't have a resolution for the Preferred shares, BUT can we get the court to say they belong to us because Zo took the CERTS from a virtual office?"
I wonder why Zo would fight it IF he is/was a co-conspirator as was "alleged" over and over?
Inquiring minds want to know.
Please note: The Sarasota court has never "affirmed" the corporate action.
The annual report is due. Maybe Zo will be appointed President again after an amendment was filed removing him last year.
And I hope the Easter bunny was good to you.
Huffman/Klein feeling some FINRA pressure......perhaps?
Is it time for the Alonzo Pierce-primed pump to switch from TEMN to TEXX(again)?
I guess so. I wonder if he'll use the same hired help as last time he ran the scam using TEXX?
700,000 unloaded at .003
Keep up the good work!
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The Florida Bar is looking at evidence suggesting TEXX attorney (at last report), Craig A. Huffman, submitted a false affidavit in Hillsborough County FL.
Hufman's affidavit stated Victory Partners purchased control shares of Team Nation Holdings (TEMN), now Top Shelf Brands (DKTS), as stated in the original complaint,
Original Complaint Case # 2014-CA-000757 ~ Victory Partners vs. Team Nation/Alonzo Pierce
https://www.scribd.com/doc/206991953/Complaint-Victory-Partners-v-Team-Nation
Craig A. Huffman Affidavit ~ See Number 11
https://www.scribd.com/doc/244118850/Temn-Affidavit-2
Bruce Klein, according to his own affidavit, is an officer of Victory Partners. He was also, at last report, an officer/director of Emperial Americas (TEXX), which is now "inactive" at Sunbiz, for failure to file an annual report. His affidavit asserts, as does the original complaint, that Victory Partners was the rightful owner of the control shares of Team Nation, which were the subject of the lawsuit.
Bruce Klein Affidavit
https://www.scribd.com/doc/244118851/TEMN-Affidavit-1
What Bruce Klein and Craig A. Huffman failed to tell the court was that Victory Partners simultaneously exchanged the shares they purchased with Emperial Americas. Victory Partners not only bought the control shares of Team Nation, but they also bought debt, at a discount, owed to the four former of Team Nation. In exchange for the control shares, Emperial Americas assumed the debt Victory Partners purchased. The 8K linked below, though poorly wriiten, explains this transaction.
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.
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.
http://www.sec.gov/Archives/edgar/data/1390891/000118518512000050/emperialamericas8k011012.htm
In March 2012, Team Nation filed an 8K explaining a DTC "chill" had been placed on their stock, and the transaction above, Emperial becoming a public company, was not completed.
http://www.sec.gov/Archives/edgar/data/1390891/000118518512000435/emperialamericas8k031912.htm
Craig A. Huffman was not only the attorney for Team Nation, but he was also the attorney for AAA Adjusting Group, ticker symbol AAAA, now TEXX. In March 2012, AAAA merged with Emperial Americas, and the name and ticker change followed. Emperial Americas became a publicly traded company.
http://www.sec.gov/Archives/edgar/data/1424718/000114420412015921/v306521_8-k.htm
In April 2012, Victory Partners, after exchanging the control shares they purchased from the four former directors of Team Nation, began collecting the debt also purchased, with the control shares being consideration, from Emperial Americas (TEXX). Mark Pena, a Tampa attorney opined Victory Partners exchanged the control shares of Team Nation with Emperial Americas, and submitted his opinion to ClearTrust, who apparently chose not to issue the free trading shares. TEXX then used the services of Olde Monmouth, who accepted Pena's opinion and issued the shares.
https://www.scribd.com/doc/225948487/Pena-Debt-Opinion-for-EA-Debt-Carry-and-Issuance-4-11-12
Craig A. Huffman attached Pena's opinion, along with Alex Starvou's in an email to Matt Troster at Olde Monmouth on 4/15/12. The email was sent to Olde Monmouth, TEXX's transfer agent, so Victory Partners could begin collecting the debt owed in exchange for the control shares of Team Nation. Craig A. Huffman even said Victory exchanged the control shares with Emperial.
https://www.scribd.com/doc/248629135/Huffman-Email-to-Olde-Monmouth
TEXX mentioned Pena's letter in the Q2 2012 filing. They 10Q contained a typo, as the agreement was September 16, 2011.
On September 6, 2011 Emperial Americas, Inc. (the private company) entered into a Debt Agreement by and between Victory Partners, LLC. Such agreement was assumed by the Corporation on March 9, 2012. Pursuant to the agreement such debt is convertible into free trading shares of the Corporation at a fixed sale price of $0.16 with a 40% discount for an issuance of $0.096 per shares. On April 11, 2012, the law office of Mark E. Pena issued an opinion with regard to the convertibility of the debt into free trading shares of the Corporation.
http://www.sec.gov/Archives/edgar/data/1424718/000114420412047802/v322309_10q.htm
Share Purchase Agreement Between EA and Victory Partners 9-16-2011. Notice Article 1.2 list Craig A. Huffman as the Escrow Agent, along with ClearTrust as the transfer agent. Since ClearTrust was holding the shares until closing, they were likely familiar with the transaction and that's why they chose not to issue shares based on the opinions of Pena and Starvou.
But of most importance, notice Article 1.3 ~ A, B, C, and D).
https://www.scribd.com/doc/248737366/SPA-9-16-11-VP-and-EA
The Florida Bar should ask Craig A. Huffman to explain himself. He was the attorney for Team Nation, Victory Partners, AAA Adjusting Group, and Emperial Americas. He had no reason to file the complaint on behalf of Victory Partners as he did. If Victory Partners owned the control shares of Team Nation, which have now been cancelled, they would have had to repurchase them from TEXX. Craig A. Huffman nor Bruce Klein provided no such documentation to the court that such a transaction occurred.
When cancelled, the control shares had a market value of $2.4MM, plus the controlling interest in Team Nation, now Top Shelf Brands.
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