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It was at 11:15. Alonzo helped Huffman......
and Klein complete a fruad on the court at the expense of TEXX shareholders.
Such nice people.
What time is the court case?
Maybe the court case will bring a bounce here.
A public company that has its stock Registration revoked becomes a private company. Shareholders still own shares but the shares are given a number to represent their holdings since the ticker no longer exists.
It is impractical for shareholders to try to privately trade their shares because they could only do so by obtaining paper certificates of their shares since Brokers will not permit electronic trading of revoked securities through client accounts. Converting shares to paper certificates is a costly venture and trading paper certificates would be a monumental task.
Should the now private company be a viable enterprise shareholders could try to recover their investment losses through civil court litigation, but that is also a costly venture. Company insiders who allowed their stock to be suspended and subsequently revoked have demonstrated zero regard for shareholders, so one could reason that the same company insiders would simply make their private company's assets disappear if there was a shareholder lawsuit.
To take control of a company one would need to take the company owners to Court. Even upon gaining control the company would remain a private company because it is unlikely the SEC would ever approved a new Form 10 Registration. Only one company out of 1290 that had their Registrations revoked was successful at registering new stock with a Form 10, so the odds of success at a new registration are infinitesimally small.
"Shareholders should contact the company and pressure the Mgmt to file their delinquent Financials because ALL shareholders would be wiped out IF the SEC suspends the stock."
Please clarify something for me. I understand that the history is that 99.99999% of the stocks that are suspended "will have their stock registrations revoked under DEFAULT or other Admin Law Judge reasons when the delinquent Financials are not filed as ordered by the SEC. Stocks in this category will remain on the Grey Sheets until the SEC Admin Law Judge revokes the stock registration".
I understand that, from a practical standpoint, the companies in question are beyond repair, but....
Does the revocation of a stock's registration prevent the private exchange of that stock? Can a shareholder that has, or privately buys, a majority of the company's shares control and operate the company? Or does the revocation of the registration act to effectively dissolve any ownership rights in the company?
TEXX is severely delinquent in filing their Financials and corporate filing obligations to the SEC. On Feb. 20, 2015 the SEC suspended 8 stocks from the Delinquent SEC Filers list, and it is likely that more delinquent Filers will be suspended.
Since Jan 1st, 2010 the SEC has suspended over 1290 stocks for Financials delinquencies. All of those Suspended stocks had their stock registrations revoked.
Shareholders should contact the company and pressure the Mgmt to file their delinquent Financials because ALL shareholders would be wiped out IF the SEC suspends the stock.
TEXX is on the list of delinquent filers:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=110680509
That's your call to make. I am not........
a licensed to advise, nor would I. TEXX is dissolved, though I suppose it could be re-instated.
GL
Wonder if this is going to do something after all???
I had 25000 shares of Texx at .16$ you think should I some more shares at this price ? Thank you for your advise.
Joel was never paid for Distinguido, and rescinded......
the deal in Sept 2012. EA is still listed as the importer with TTB, but I doubt any is coming stateside soon, and don't know if EA ever brought any in. I still have one unopened bottle where Valle is on the bottle and listed as the importer. But EA no longer has anything to do with Distinguido that I am aware of.
In my opinion, and as I told Judge Isom in a letter, Huffman and Klein misrepresented Victory Partners ownership of the control shares of TEMN, now DKTS. DKTS does not, nor never has controlled TEXX. I am shocked and humbled Her Honor would call a Case Management Hearing based on a letter from someone not involved in the case. I look forward to March 2nd.
I am sorry I got involved here, but with the countless emails I have, and based on what I believed happened, I can't stay quiet. I don't want someone knocking on my door sometime in the future and asking what my role was. And it just isn't right. The free markets rely upon integrity.
This should have never been settled as it was. Victory was not the owner of those shares as described in the original complaint. Huffman has now changed his story. One would think he should have alerted the Court if he found out some very essential facts in the case were presented wrong (how Victory obtained the shares) but he has not. He now claims he filed an affidavit based on assurances. Those assurances he admits turned out to be wrong. But in his defense claims it doesn't matter because Victory obtained the shares from TEXX and not the 4 former directors, but he provided no supporting documentation.
I don't think DKTS is a scam, but I do think it is very poorly managed. I believe they have applied for a COLA and will one day get one. I also think they got some piss poor legal advice in this case. It's one thing to argue the shares were bogus, which I believed. It's another to "settle" that they are valid and not follow the transactions that occurred. To take such a position was not wise, in my opinion.
When I saw the court documents in October, I knew as a matter of conscience I could not remain silent. To do so would be to conspire.
TEXX essentially doesn't exist. It is an inactive FL corporation as of 10 days after the settlement. Upon the dissolving of the corporation, according to the Articles, the corporations assets were to be disbursed to the shareholders. Preferred holders get first dibs, but there are no known preferred holders. Common shareholders get what remains.
Both sides in the case had representation. To date no one has provided facts to support Huffman's new claims of Victory's ownership. They created for themselves a huge liability.
Miss GEICO fully supports my efforts. Now we see KCG listed as a beneficial owner.
All I can say is Hallelujah.
Well after reading all posts since late 2013 on this board - I have a new view on everything that has been discussed over on DKTS and have a more complete picture. And, of course i have more questions too... And, I ask & hope you could take the time to answer for me SCM...
1) I should have read all of this before getting involved. Lesson learned - to be fair I was researching Besado Tequilla/ Top Shelf Brands not it's past...
2) Who currently owns and/or produces Tequila Distinguido?
3) Does DKTS technically own TEXX? Via, name changes and mergers? Or, did that never happen?
4) Who is Lou? And, what is/was his role within Top Shelf Brands and with Alonzo Pierce?
5) I have several e-mail inquiries with reply's from Lou in regards to TEMN/DKTS - would it be worth it for me to post on here?
6) What is the future of DKTS right now? It is obviously a complete mess after reading everything here. Is it a complete scam? Or, is it a real company attempting to make business - just with a lot of attached drama right now?
7) IYHO, do common shareholders of TEMN/DKTS over the past year have any legal options of this complete mess - that they did not know they were getting involved with?
......That email came from me or I should say I posted that e-mail....Just getting caught up on this board....really wish I would have read this before getting involved with TEMN/DKTS
This eMail was originally sent by me. And, i originally posted it. I have several other inquires from 'Lou' as well. And, yes I did get a response to this note.
I never posted any of them because I never really thought to do it. Now, with DKTS down so far I stumble upon this TEXX board. I am currently catching up on everything reading back to late 2013.
At this point All i can is say is, "wow" wish i would have read this board before getting involved with TEMN now DKTS. What a mess...
More to come....
Thanks bro.
KCG (NYSE) files as beneficial owner of TEXX.......
Well, their subsidiary did.
As of January 1, 2014, the Company's operating segments comprised the following subsidiaries:
Operating Business Subsidiaries
Securities and futures in the United States are offered by KCG Americas LLC ("KCGA"). KCGA is a broker-dealer registered with the Securities and Exchange Commission (“SEC”) and a an introducing broker registered with the Commodity Futures Trading Commission (“CFTC”). KCGA is a member of the Financial Industry Regulatory Authority ("FINRA"), the National Futures Association ("NFA"), the Municipal Securities Rule Making Board ("MSRB"), all of the major equities, options and futures exchanges, and clearing organizations, including the Depository Trust Company (“DTC”), the National Securities Clearing Corporation (“NSCC”), the Options Clearing Corporation (“OCC”) and the Fixed Income Clearing Corporation (“FICC”).
KCGA operates as a market maker in various asset classes, provides institutional sales and trading services in equities and ETFs, provides market access and trading algorithms and operates two alternative trading systems (“ATSs”): KCG BondPoint and Knight Match.
https://www.kcg.com/about/subsidiaries
You think Texx move up soon?
Knight been buying up shares.
We got some news to day bro.
Order ~ Case Management Hearing March 2 @ 11:15.......
What does this mean for those of us holding shares of this dissolved corporation?
01/07/2015 ORDER SCHEDULING CASE MANAGEMENT CONFERENCE (Judicial Officer: Isom, Claudia R )
3/2/15 @ 11:15 AM
Date 2: 01/07/2015
"Ditto"..............
I have 700000 of texx. Hope it wakes up soon. Dkts looking good. Just alot of drama on the board.
Long time/ no talk....Do you still own shares of TEXX............and by the way...are,nt you feeling good about DKTS....Giddy-Up...
Maybe this will wake up soon..
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
The Pena Letter
http://www.scribd.com/doc/225948487/Pena-Debt-Opinion-for-EA-Debt-Carry-and-Issuance-4-11-12
I wonder why Alex Starvou wasn't mentioned in the 10Q? He was certainly mentioned in the email to the TA.
http://www.scribd.com/doc/248629135/Huffman-Email-to-Olde-Monmouth
From the Q linked above....
In the quarter ending June 30, 2012 the company issued 11,847,455 shares of restricted company stock for services rendered and debt.
All restricted? Really?
Please note: The agreement was Sept 16, 2011, not Sept 6, as Pena and Starvou opined.
http://www.scribd.com/doc/248737366/SPA-9-16-11-VP-and-EA
Defendants Bruce K. Klein and Victory Partners, Inc. (“VPLLC”) were properly served with the summons and Complaint, but neither Defendant has appeared or otherwise defended in this action.
https://cases.justia.com/federal/district-courts/pennsylvania/paedce/2:2014cv02275/490189/11/0.pdf?ts=1407852348
Please note: Victory Partners is/was a LLC, not a Inc.
Could this be the reason Huffman has/had control of the 125MM TEMN/DKTS shares exchanged for the CANCELLED 1B common and 60 preferred shares that Alex Starvou and Mark Pena, both Florida attorneys, opined VP exchanged with Emperial Americas (TEXX) for free trading TEXX shares issued in Q2 2012?
The Case Shareholders Have Against Huffman/Klein
It's in the IBOX and may be edited from time to time.
The Florida Bar is looking at evidence suggesting TEXX attorney (at last report), Craig A. Huffman, submitted a false affidavit in Hillsborough County FL. ACAP Reference # 15-8043.
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 linked above.
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 $2.400,000, plus the controlling interest in Team Nation, now Top Shelf Brands.
Klein told the TA(s) he was not an affiliate.......and
Craig A. Huffman's fax number is at the top of the document. Maybe he meant VP wasn't an affiliate.
https://www.scribd.com/doc/248668693/Klein-s-Seller-s-Representation
This has been referred to the FL Bar.......
Attorneys can't file false affidavits. It is considered a fraud on the court. The only way VP could have been the rightful owner of the "valid" shares would have been for VP to repurchase the "valid" shares from TEXX, but Craig A. Huffman presented no such documentation. He told the court VP bought the "valid" shares from the Former Fab 4, which he did. He failed to disclose that VP exchanged those "valid" shares, as Starvou and Pena opined, with TEXX. The "valid" shares were the consideration given to TEXX for the free trading shares given to Klein and others.
Over 7.2MM free trading shares were issued in Q2 2012 to (ahem) "the Victory Partners", plus Craig A. Huffman. 123 Elbert Street Ramsey, NJ was a common address used, and a board resolution was not given for most, if not all of those issuance's. I'm till looking through documents.
Craig A. Huffman, (an SEC attorney) failed to properly instruct self appointed Chairman Bruce Klein that his signature was not enough to issue shares, but a board resolution with 2 or more signatures was needed to satisfy an auditor (FL Statute 607.0621). Huffman mentions the audit in the email he sent to Olde Monmouth that I posted earlier.
http://www.flsenate.gov/Laws/Statutes/2012/607.0621
This document below, which has Craig A. Huffman's fax number across the top of page 2, shows Craig A. Huffman is either incompetent, or set Klein and the others up.
https://www.scribd.com/doc/226851164/Olde-Monmouth-TEXX
Klein, after finding out an auditor would not "sign off" on financials without board resolutions, told Alonzo in an email, and speaking of Craig A. Huffman something like......"I'm gonna set his pants on fire one day."
Yes, shareholders have recourse. I have already spoken with Miss GEICO. I'll leave it at that.
Giddy the heck up FL Bar!
Please note: They did advise me they don't work fast. The 25 pages of documents were mailed 11/17. 25 pages are all they allow intially, but they can ask for more. I have so much more I could share with them, and look forward to doing so.
Oh LORD, lest I forget, this is not a BUY, SELL, SELL SHORT, SELL NEKID and SHORT, or HOLD recommendation. Nor do I know o any news coming. Nor do I know of any plans to file with the SEC or the OTC. Nor do I know of any "tastings" or launches.
SCM...I,m flattered that you used my Seagull Flying Backwards as Author...but now for Frontal assault...IYHO...Does Alonzo..have any legal recourse...becauses of Huffman..contention of shares being valid??..Giddy-Up
Did Bruce Klein set up a dummy company so......
he could issue himself free trading TEXX shares? Notice the address in this Drinks Americas SEC filing on page 9 with this note:
(2) Includes 4,600,000 shares owned by Peter Christian and Associates, LLC, and 1,500,633 shares owned by Victory Partners, LLC, entities controlled by Mr. Klein; 55,556, shares owned by Vigilant Investors, of which Mr. Klein is a partner, as well as 50% of 971,746 or 485,873 warrants to purchase our common stock. The balance of the warrants will not be exercisable within 60 days of September 29, 2010. Additionally, 550,000 and 450,000 shares owned by Mr. Klein’s wife and Mr. Klein’s two sons, respectively and fully vested options to purchase 100,000 shares granted to Mr. Klein. Mr. Klein disclaims beneficial ownership of the shares owned by his wife, his sons, and Vigilant Investors. Also includes 884,708 shares of common stock underlying 5,901 shares of Series C Preferred Stock.
http://globaldocuments.morningstar.com/documentlibrary/document/594392b1f5c4fd1ccf8c5a0a91bc73f7.msdoc/original
123 Elbert Street is the same address listed in this attachment sent to Olde Monmouth by Craig A. Huffman. It certainly appears someone named "Klein" signed the "Seller's Representation".
https://www.scribd.com/doc/248661972/Kleerpointe-Issuances
Victory Partners elected to convert ALL debt owed.....
to them by TEXX in exchange for the control shares of TEMN, which have since been cancelled by Victory Partners (Bruce Klein).
The 3rd page in the link below....."Instruction Letter for Conversion and Issuance to ClearTrust LLC". The top of that page has Craig A. Huffman's fax number as he provided to the FL court in the original complaint.
https://www.scribd.com/doc/248629135/Huffman-Email-to-Olde-Monmouth
Email from Craig A. Huffman, Esq. to Olde Monmouth.......
on 4/15/12, along with a few attachments mentioned in the email. Notice Huffman tells Matt that VP exchanged the "valid" TEMN shares with EA, but he told a FL court the "valid" shares belonged to VP.
Alex Starvou wrote opinions that were attached in this same email for "all the Victory Partners", which include Christian B. Klein, David Mackey, Peter Christian Associates, Sam Jacobs, I Walk With You, LLC., JoAnn Lella, Kleerpointe Management, Lawrence Ackerman, Phyllis Solomon, Vigilant Investors, and of course VP. I attached the VP documents since Bruce Klein may still be an officer with TEXX. He was the last time they filed with Sunbiz. He also "settled" to cancel shares that appear to have belonged to TEXX.
VP sold some of the debt they purchased, to the others mentioned above, when they bought the "valid" shares from the former 4 directors. That debt, in part, is mentioned in the opinion letters, and even in the original complaint against TEMN, now DKTS.
Starvou and Pena both concluded VP exchanged the TEMN control shares for EA assuming the debt and repaying that debt with free trading TEXX shares. Craig A. Huffman said the same thing to Matt Troster. But wasn't the FL court told the "valid" shares were the property of VP by Huffman?
Huffman Email
https://www.scribd.com/doc/248629135/Huffman-Email-to-Olde-Monmouth
Pena opinion letter
https://www.scribd.com/doc/225948487/Pena-Debt-Opinion-for-EA-Debt-Carry-and-Issuance-4-11-12
Notice Craig A. Huffman's fax number given by Craig A. Huffman on page 16. That fax number is on much of Also notice in Exhibit "A", Article 1.5 on page 21, the assignment of debt. That debt is paid via the issuance of TEXX shares.
Complaint filed 1-22-14
https://www.scribd.com/doc/206991953/Complaint-Victory-Partners-v-Team-Nation
See number 11 here
https://www.scribd.com/doc/244118850/Temn-Affidavit-2
Please note: In an email exchange I had with Craig A. Huffman, he said my claims, that the shares belonged to TEXX, were "spin and half truths". I told him those 125MM shares issued to VP should be issued to TEXX, and he called that "extortion".
Wonder why they continue to keep the website open. Any idea?
Otc market closed by findra today.
http://www.otcmarkets.com/home
Seem mm are raising ask.
I wouldn't be surprised to see PSS alert.....
this. Nodummy knows how Huffy operates.
IMO, of course.
It could, but it won't. What I mean......
by could is TSB could import a brand for anyone. They need to get their licensing in order first.
Also, whoever the principals are here would have to at least have state licensing. Alcohol is very regulated. Bureaus want those taxes.
I look for TEXX to do something else, if they do anything at all.
Could the importers license be used both here and top shelf? Just curious.
Miss GEICO is owed a lot of money....
and has a judgment "agin" the corporation. On the one hand I could see Huffy/Klein letting it go for that reason alone.
But, on the other hand.....they wouldn't just let a ticker go, right?
They also owed the TA over $6K at last report.
Do you have any expectations here?
Yep. Should here something soon . I guess.
More low volume price spikes.......
Hmmmmm
2012 CA 009320 NC - EMPERIAL AMERICAS INC vs. ALONZO PIERCE AS CHIEF EXECUTIVE OFFICER
Status:
CLOSED
9/30/2014 FINAL ORDER OF DISMISSAL - FILED AND RECORDED - Recorded (OR. / 2014116723)
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
https://cms.sarasotaclerk.com/BenchmarkwebCAPS/CourtCase.aspx/Details/1683759?digest=4cY5rTzEty2R1UnDgliuuw
Thanks for the info and your knowledge and the hard 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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