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I filed a compaint... I suggest others do was well...
TCR Submitted Successfully - Reference Number: TCR1301112283930
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Xan, refresh my memory.... Isn't it illegal for officers of a corporation to personally pocket corporate funds derived from the sale of corporate assets?
Xan, yep... very likely on their way to the U.K. where they, as you said "pigeonholed" about $1 million of our dollars with Martin Eberhard...
As I recall Ms. Morrison bought the building for $149,900 and we paid her at least $250,000 in rents. So, getting $235k still isn't too bad. The 265k unit video library is a pisser also. You'd think someone would pay a buck each for them, an easy $265k of our money into JF's pocket. To say nothing about the RV, the SUV, etc... Will this POS ever stop excreating salt into others and my wounds.
Think they're on the way to the U.K. where more of our $ are no doubt pigeonholed?
Hollywood Grill owner buys downtown building
Thursday, December 16, 2010
Jack Ting, who owns Hollywood Grill in Franklin, purchased another downtown building that housed Burgers on the Square at an auction Friday afternoon.
Ting paid $235,500 for the two-story building, which featured new lighting, a new electrical system and new plumbing. He also bought light fixtures, fans and bars left over when Burgers on the Square closed.
Auctioneer Chuck Layne said the building at 130 West Kentucky Avenue in the northwest corner of the downtown square had been appraised at $700,000 at the beginning of the auction.
Ting, who lives in Tennessee, purchased the former Sullivan’s building on the east side of the square in March 2007 and opened Hollywood Grill and Family Fun Center two years later. He also owns a Hollywood Grill in White House, Tenn. The restaurants have Japanese hibachi grills and specialize in southeast Asian food. In addition, he owns China Town grocery in the Greenhill area of Nashville. Ting has 14 one-bedroom apartments above the Hollywood Grill restaurant in Franklin. He also owns several Franklin homes.
Ting said after the auction that he bought the building for his friend – Lesan Huang. Ting said preliminary plans are to put a sports bar in downstairs portion and apartments in the second story.
Earlier this year prior to the opening of the Hollywood Grill, Ting told the Franklin Favorite that he “loved the little downtown of Franklin.”
The building that housed Burgers on the Square also served as the main office of GameZnFlix, which rented movies and games over the internet. The 265,000 different games and movies, which represented about 36,000 different titles, were sold prior to the auction.
The auction also included what is believed to be the second oldest home in Franklin at the corner of West Kentucky Avenue and North High Street. The home, which was built in 1860 and sits just a block off the square, was purchased by Tim Brown, the owner of State Line Exterminating. He plans to put a Franklin office in the one-story brick structure. The business is now based in Portland, Tenn.
yep... sad
SOLD!!!!
HISTORIC LANDMARKS - FRANKLIN KY
2 AUCTION SALES ON FRIDAY DECEMBER 10TH, 2010 @ 1p.m.
130 W KY AVE & 300 W KY AVE
130 W KY Ave - 2 Story Brick Commercial Building - Elevator - Corner Lot -Extensive Remodeling - Versatile Floor Plan - Central Business District
Sad...
To think of the possibility flushed down the sewer.
Dave
Just an update for the long timers here... http://www.budgreenup.com/attachments/File/Ky%20Ave%20Franklin%20Brochure.pdf
http://www.freethetv.net lol forgot to post it stoner moment
Hey guys havent been in the forum for while got bunch of money on Cx TSE hoping for big jump in week or less here neways just hopped on to say check out this site if you want some good free live tv and sports streams and cheers!!
Sad owner of 1.01million shares hahahaha stoopid tgln
Tina! hey, good lookin' .. good to hear from you... last I heard goldleader took another tour of duty overseas... hope he is ok..
every now and then some of the gang show up and give us an update on themselves... just have to hang around and see who's turn it is... glty!
Amazing :(
on another note, the porn on line video store is still in operation (the one they were going to partner with a few years ago).
whatever happened to goldleader or ring or whatever?
What is amazing to me still is that this board has 550 followers.. still very high by Ihub standards...(at one time this board had 250k+ reads a day...enough to get advertisers attention)so .. what I glean from that is that of the 18,000+ stockholders that have been involved in this,is that they still want to see the outcome, and if JF gets his just desserts... I think many will be dissappointed as JF has moved the money via Belize, and other means(Martin Eberhard) to the U.K.(the home of his girlfriend, Anne Morrison).. JMHO
bigfootbud, and, I remember the Dell dude... EOM
Remember when Dr. Phil gave away a GZFX subscription at the end of his show?
bag8ger, Yep... just had to pay the studios for the content and complete the electronic download technology... just money and a few algorithms...
He had been walking the crooked lone so long he would have stumbled on a straight one. And did!
You and I could have waged a good contest with NetFlix had we been in control of GameznFlix.
Dave, I remember when there was actually a plan for GZFX to buy BlockBuster. Now that would have probably worked as well.... what a wasted opportunity there was here... JF had an honest business sitting right in his lap and he chose to continue his bad dealing habits... sad..
Imagine if JF wasn't another slimy CEO, lining his pockets with sales of shares.
Netflix would have boughten us out by now, and everyone (even John) would have been better off...
It's really a shame...
Hope all is well,
Dave
Dave, I wish it were true... I miss the old days...
Time to fire up the rocket boosters??? <lol>
Hope all is well,
Dave
Interesting, ...new owners.. http://www.gameznflix.com/ EOM
I stop by here maybe twice a year to say how much this stock sucks and I hate John Fleming. That piece of $#@$. They say time heals all wounds. I'll let you know when that happens.
Rotten to and including the core!
John Fleming sold his integrity out in California for his paramoor, Anne Sullivan... (sad for his family and to the shame of his father and the rest of his family), moved to TN only to get run out of there as well, and then he got another desparate person (Glenn) to do do his dirty work... and so 24,980 stockholders paid for his family's needs.. and his excess of drunkeness and whores in Vegas, not to mention the stockholder money he gave to his step children...JMHO (btw, Anne didn't know about the $750k he paid to that woman out in Vegas).
Craid, It's not so much what the new CEO did as what he hasn't done... he has not kept the web site up, he has not made the filings he agreed to do, and the Nevada SOS has the company in default... actually, that is still better than what the former CEO did...
What did tgln CEO do? I have like 20000+ shares is there something I should know
Abondanceinvest, It appears that Glenn Mc. has given up... he has not completed the terms of the sales agreement...and the website can be purchased by anyone now. So, what will happen now?... who knows... maybe Fleming will return as the front man again... heaven forbid... but you never know...GLTA!
NOTICE: This domain name expired on 02/04/2011 and is pending renewal or deletion
http://www.tbcglobalnews.com/
coming !! new website with new business models...
You think we'll live again ... ??
regards
Abondanceinvest
Getting close to a year now on those restricted shares ... little over a month to go...but then again the terms of the agreement were never fulfilled by Glenn... and justifiably so imo..
Exhibit 10
PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement (“Agreement”) is entered into on March 19, 2010, , by and between TBC Global News Network, Inc., a Nevada corporation (“TGLN”), Sterling Yacht Sales, Inc., a Florida corporation (“Sterling”), and Sterling stockholders Glenn W. McMachen, Sr., and Arlene McMachen, individually (collectively, “Stockholders”), for the transfer of common stock to Stockholders from TGLN in exchange for all of Sterling’s outstanding issued and outstanding shares of common stock to TGLN ( hereinafter, all parties to this Agreement referred to as the “Parties”).
RECITALS
The Stockholders as named above own 100% of Sterling’s issued and outstanding shares of common stock (“Sterling Shares”). Stockholders desire to transfer all of Sterling’s outstanding shares to TGLN, and TGLN desires to issue from treasury and transfer an amount of restricted shares of common stock that equals eighty-two and one-half percent (82.5%) of its outstanding shares (“TGLN Shares”) to the Stockholders.
In further consideration of the mutual covenants, agreements, representations, and warranties contained in this Agreement, the parties hereto agree as follows:
ARTICLE ONE: PURCHASE AND SALE; CLOSING
1.1 Purchase and Sale.
Subject to the terms and conditions contained in this Agreement, on the Closing (defined below), the Stockholders shall sell, assign, transfer and deliver to TGLN certificated representing the Sterling Shares. TGLN shall sell, assign, transfer and deliver to the Stockholders, individually, issued in the names of Glenn McMachen and Arlen McMachen, pro rata, certificates representing the TGLN Shares.
1.2. Closing.
The closing (“Closing”) of the sale and purchase of the Shares shall be the date that all conditions herein have been satisfied, including completion of the financial statements as specified in Article Nine of this Agreement, the Parties meet in the offices of Brian F. Faulkner, A Professional Law Corporation not later than March 31, 2010 to transfer the required shares, or at such other time and place as the parties may agree to in writing, and all required documents have been executed.
1.3 Consideration and Other Terms of this Agreement
Subject to the terms and conditions set forth in this Agreement, the Parties agree to the following conditions:
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TGLN shall nominate and elect Glenn McMachen to the Board of Directors (the “Board”) and all current Board members agree to then resign. The current Board members shall then forfeit fifty percent (50%) of their current TGLN stock holdings: one hundred million one hundred thousand (100,100,000) shares held by Mark Crist, one hundred million (100,000,000) shares held by Marty Schiff, and one hundred fifty million five hundred thousand seven hundred eight (150,500,708) shares held by John Fleming. Thus, the total number of shares to be returned to TGLN treasury shall be one hundred seventy-five million seven hundred fifty thousand three hundred fifty-four (175,750,354).
Furthermore, the Parties agree that the loan, and any accompanying documents, in connection with inventory (i.e. certain vessels/yachts) (see section subsections (a) and (b) below) shall remain in the names of Glenn and Arlene McMachen individually; however, TGLN agrees to assume and will be responsible for making the required monthly payments of the principal balance of this loan in the amount of $933,000.00 until these vessels in inventory are sold.
Additionally, Stockholders, in their individual capacity as 82.5% owners of TGLN, agree to the following:
(a) Pay all necessary audits of TGLN upon closing of this transaction, and will maintain the TGLN status as a fully reporting public entity.
(b) Retain TGLN’s current corporate and securities attorney, Brian F. Faulkner, under the same annual fee structure and other terms according to the current retainer agreement.
(c) Maintain the relationship with TGLN’s current auditor, Child, Van Wagoner & Bradshaw, PLLC, and assume and pay the current balance in the amount of approximately $40,000.00 owed for 2009, and $35,000.00 for auditing services during the fiscal year 2010.
(d) Pay the one-time business consulting fees in the amount of 150,000,000 free trading shares of common stock to Kaptiva Group and its assigns and affiliates, such shares being registered under a Form S-8 registration statement filed with the Securities and Exchange Commission in exchange for Kaptiva Group assisting TGLN in its efforts to move the business forward and execute its business plan and strategies. This consulting work shall extend for a period of twelve (12) months from the Closing.
(e) Appoint two (2) additional members to the TGLN Board of Directors within one hundred fifty (150) days of the Closing, which persons will not include previous Board members of TGLN who with be resigning.
Furthermore, the Parties to this Agreement agree to act in good faith and best interests in order to ensure that this transaction occurs and closes according to the terms set forth herein.
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ARTICLE TWO: REPRESENTATIONS AND WARRANTIES
OF STOCKHOLDERS AND STERLING
Sterling represents and warrants:
2.1 Validity of Transaction .
The Stockholders own the number of Sterling Shares set forth above. The Stockholders have all requisite power and authority to execute, deliver, and perform this Agreement and to sell to TGLN the Sterling Shares to be sold by the Stockholders pursuant hereto. All necessary corporate proceedings or other similar actions by the Sterling and the Stockholders have been duly taken to authorize the execution, delivery, and performance of this Agreement and to authorize the sale of the Sterling Shares by the Stockholders. This Agreement has been duly authorized, executed, and delivered by Sterling and the Stockholders, is the legal, valid, and binding obligation of Sterling and the Stockholders, and is enforceable as to Sterling and the Stockholders in accordance with its terms except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights generally, and subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any federal, state, local, or other governmental authority or of any court or other tribunal is required by Sterling and the Stockholders for the execution, delivery, or performance of this Agreement by Sterling and the Stockholders, and except as would not affect the ability of Sterling or the Stockholders to perform any of his material obligations under this Agreement. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which Sterling or the Stockholders are a party, or by which any of its properties or assets is bound, shall be required for the execution, delivery, or performance by Sterling and the Stockholders of this Agreement, except for such consents as have been obtained at or prior to the date of this Agreement, and except as would not affect the ability of Sterling or the Stockholders to perform any of his material obligations under this Agreement. The execution, delivery, and performance of this Agreement by Sterling and the Stockholders will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under, any such contract, agreement, instrument, lease, license, arrangement, or understanding, or violate or result in a breach of any term of the certificate or articles of incorporation or by-laws (or other organizational document) of Sterling, or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree binding on Sterling or the Stockholders or to which any of its/his/her operations, business, properties, or assets is subject, except as would not affect the ability of Sterling or the Stockholders to perform any of its material obligations under this Agreement. The Shares sold by the Stockholders have been duly authorized and validly issued and are fully paid and nonassessable and have not been issued in violation of any preemptive right of stockholders or rights of first refusal. Upon the transfer of the Sterling Shares, sold by the Stockholders to TGLN at the Closing, TGLN shall acquire good and valid title to the Sterling Shares free and clear of all claims, liens, pledges, charges, encumbrances, stockholders’ agreements, and voting trusts (other than any created for and in favor of TGLN).
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2.2 Finder or Broker .
No Stockholder has incurred any fee as a result of any negotiation with any finder, broker, intermediary, or similar person in connection with the transaction contemplated hereby that will result in any liability to TGLN.
2.3 Accredited Investor .
Each of the Stockholders is a “sophisticated” or “accredited” investor, as those terms are defined in Regulation D promulgated under the Securities Act of 1933, as amended (“Securities Act”). The Stockholders have received all requested documents from TGLN, including without limitation, and has had an opportunity to ask questions of and receive answers from the officers of TGLN with respect to the business, results of operations, financial condition, and prospects of TGLN.
2.4 Investment Intent .
The Stockholders are acquiring the TGLN Shares for their own account for investment and not with a view to, or for sale in connection with, any public distribution thereof in violation of the Securities Act, it being understood that the Stockholders, being affiliates of TGLN, shall have the right to sell a portion of such shares in their sole discretion in accordance with the requirements of the minimum six (6) months hold period under Rule 144. The Stockholders understand that the TGLN Shares, as of the Closing, have not been registered for sale under the Securities Act of 1933, as amended (“Securities Act”) or qualified under applicable state securities laws and that the TGLN Shares shall be delivered to the Stockholders pursuant to one or more exemptions from the registration or qualification requirements of such securities laws and that the representations and warranties contained in this section are given with the intention that TGLN may rely thereon for purposes of claiming such exemptions. The Stockholders understand that the TGLN Shares cannot be sold unless registered under the Securities Act and qualified under state securities laws, or unless an exemption from such registration and qualification is available
2.5 Transfer of Common Stock .
The Stockholders shall not sell or otherwise dispose of any TGLN Shares unless (a) a registration statement with respect thereto has become effective under the Securities Act and such shares have been qualified under applicable state securities laws or (b) such registration and qualification are not required and, if TGLN so requests, there is presented to TGLN a legal opinion reasonably satisfactory to TGLN to such effect. The Stockholders consent that the transfer agent for the TGLN Shares may be instructed not to transfer any TGLN Shares acquired pursuant hereto unless it receives satisfactory evidence of compliance with the foregoing provisions, and that there may be endorsed upon any certificate representing the TGLN Shares acquired pursuant hereto (and any certificates issued in substitution therefor) the following legend calling attention to the foregoing restrictions on transferability and stating in substance:
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFICATION UNDER THE BLUE SKY LAWS OF ANY JURISDICTION. SUCH SECURITIES MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF, BENEFICIALLY OR ON THE RECORDS OF THE CORPORATION, UNLESS THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT AND QUALIFIED UNDER APPLICABLE BLUE SKY LAWS, OR AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION IS AVAILABLE.”
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TGLN shall, upon the request of any holder of a certificate bearing the foregoing legend and the surrender of such certificate, issue a new certificate without such legend if (i) the security evidenced by such certificate has been effectively registered under the Securities Act and qualified under any applicable state securities law and sold by the holder thereof in accordance with such registration and qualification or (ii) such holder shall have delivered to TGLN a legal opinion reasonably satisfactory to TGLN to the effect that the restrictions set forth herein are no longer required or necessary under the Securities Act or any applicable state law.
2.6 Corporate Existence .
Sterling is a Florida corporation duly incorporated, validly existing and in good standing under the laws of the State of Florida, and has all corporate powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted. Sterling is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified would not, individually or in the aggregate, be material to the business of Sterling. Sterling is not in violation of any of the provisions of its Articles of Incorporation, its Bylaws, or any regulations governing them.
2.7 Capitalization.
(a) The authorized equity of Sterling consists of one thousand (1,000) shares of common stock, all of which are issued and outstanding.
(b) To the knowledge of the Stockholders, (i) all outstanding Sterling Shares have been duly authorized and validly issued and are fully paid and non-assessable and are not subject to preemptive rights created under Florida law, its Articles of Incorporation, its Bylaws, or any regulations governing them, or any agreement or document to which Sterling is a party or by which it or its assets are bound, (ii) all outstanding Sterling Shares have been issued and granted in compliance with all applicable securities law and other legal requirements and all requirements set forth in applicable agreements or instruments, and (iii) none of the outstanding Sterling Shares is unvested or is subject to a repurchase option, risk of forfeiture or other condition providing that the Sterling Shares may be forfeited or repurchased by Sterling or otherwise vest upon termination of a Stockholder’s or grantee’s employment, directorship or other relationship with Sterling under the terms of any restricted stock agreement or other agreement with Sterling.
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(c) Other than the Sterling Shares, there are no outstanding (i) shares of equity or voting securities of Sterling, (ii) securities of Sterling convertible into or exchangeable for shares of capital stock or voting securities of Sterling or (iii) options or other rights to acquire from Sterling, or other obligation of Sterling to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Sterling. There are no registration rights, and there is no voting trust, proxy, rights plan, anti-takeover plan or other agreement or understanding to which Sterling is a party. There are no outstanding obligations of Sterling to repurchase, redeem or otherwise acquire any shares.
2.8 Financial Statements .
The Sterling Stockholders acknowledges that the books and records of Sterling fairly and correctly set out and disclose in all material respects, in accordance with generally accepted accounting principles (“GAAP”), the financial position of Sterling as at the date hereof, and all material financial transactions of the Sterling have been accurately recorded in such books and records. However, completion of an audit of said books and records, and accompanying pro forma financial statements, shall be required to be disclosed in an amended Form 8-K filing with the Securities and Exchange Commission (“SEC”) within seventy-one (71) days from the filing of the Form 8-K (which must be filed within four (4) business days of the Closing).
2.9 No Undisclosed Material Liabilities .
There are no liabilities of Sterling of any kind whatsoever, whether accrued, contingent, absolute, determined or determinable, and no existing condition, situation or set of circumstances which could reasonably result in such a liability, other than:
(a) liabilities recorded in full or reserved for; and
(b) liabilities incurred in the ordinary course of the business of Sterling consistent with past practice, none of which has or may reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, results of operations, or financial condition of Sterling.
2.10 Litigation .
There is no action, suit, investigation or proceeding (or to the Sterling Stockholders knowledge any basis therefor) pending against, or to the knowledge of the Sterling Stockholders, threatened against or affecting, the Stockholders, Sterling or any of their respective properties before any court or arbitrator or any governmental body, agency or official which, individually or in the aggregate, if determined or resolved adversely in accordance with the plaintiff’s demands, could reasonably be expected to have a material adverse effect on the business, results of operations, or financial condition of Sterling or which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.
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2.11 Absence of Liens and Encumbrances; Title to Properties.
Sterling has good, valid and marketable title to all properties and assets used in the conduct of its business free of all liens, mortgages, pledges, charges, security interests, encumbrances or other adverse claims of any kind, except as set forth in its financial statements, including, but not limited to, the following:
(a) 48 foot Fairline Yacht with a fair market value of one million three hundred fifty thousand dollars ($1,350,000.00) (title in the name of Glenn and Arlene McMachen, individually)
(b) 35 foot Jupiter Yacht with a fair market value of three hundred thousand dollars ($300,000.00) (title in the name of Glenn and Arlene McMachen, individually). This boat is current under contract to be sold not later than March 31, 2010.
(c) Customer List. Such list includes: the previously sold prospects of the aforementioned yachts and other vessels during the course of the last 30 years Stockholders have been doing business as yacht brokers or their family members; and all vendor, dealer, manufacture relationships formed during the course of the last 30 years to the present, with whom Stockholders did business.
2.12 Intellectual Property.
Sterling has good and valid title to and ownership of all Intellectual Property (defined herein as trade marks, trade names or copyrights, patents, domestic or foreign) necessary for its business and operations, including, but not limited to, Sterling’s family name (McMachen). There are no outstanding options, licenses or agreements of any kind to which Sterling is a party or by which it is bound relating to any Intellectual Property, whether owned by Sterling or another person. To the knowledge of the Sterling, the business of Sterling as formerly and presently conducted did not and does not conflict with or infringe upon any Intellectual Property right, owned or claimed by another.
2.13 Compliance with Laws and Court Orders.
(a) Sterling is not in violation of, and to the knowledge of the Stockholders is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable law, rule, regulation, judgment, injunction, order or decree, except for violations that have not had and could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, results of operations or financial condition of Sterling.
(b) To the knowledge of the Stockholders, each executive officer and director of Sterling has complied with all applicable laws in connection with or relating to actions within the scope of Sterling’s business, except where the failure to comply would not be material to Sterling. No executive officer or director of Sterling is a party to or the subject of any pending or threatened suit, action, proceeding or investigation by any governmental entity that would have a material adverse effect on the business, results of operations or financial condition of Sterling.
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2.14 Material Contracts .
Sterling is not a party to or bound by any Contract (as defined below) that (a) is a material contract, or (b) materially limits or otherwise materially restricts Sterling or that would, after the Closing, materially limit or otherwise materially restrict TGLN or any of its subsidiaries or any successor thereto, from engaging or competing in any material line of business in any geographic area or that contains most favored nation pricing provisions or exclusivity or non-solicitation provisions with respect to customers. As used herein, “Contract” shall mean any written or oral agreement, contract, commitment, lease, license, contract, note, bond, mortgage, indenture, arrangement or other instrument or obligation. Sterling is not in, or has received notice of, any violation of or default under (or any condition which with the passage of time or the giving of notice would cause such a violation of or default under) any Contract or any other Contract to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would not have a material adverse effect on the business, results of operations or financial condition of Sterling or, after giving effect to the Closing, TGLN or any of its subsidiaries.
2.15 Taxes.
(a) Sterling has timely filed all tax returns required to be filed on or before the Closing and all such tax returns are true, correct and complete in all respects. Sterling has paid in full on a timely basis all taxes owed by it, whether or not shown on any tax return, except where the failure to file such return or pay such taxes would not have a material adverse effect. No claim has ever been made by any authority in any jurisdiction where Sterling does not file tax returns that Sterling may be subject to taxation in that jurisdiction.
(b) There are no ongoing examinations or claims against Sterling for taxes, and no notice of any audit, examination or claim for taxes, whether pending or threatened, has been received. Sterling has not waived or extended the statute of limitations with respect to the collection or assessment of any tax.
2.16 Interested Party Transactions .
No officer, director or stockholder of Sterling or any “affiliate” (as such term is defined in Rule 405 under the Securities Act) of any such person or Sterling has or has had, either directly or indirectly, (a) an interest in any person that (i) furnishes or sells services or products that are furnished or sold or are proposed to be furnished or sold by Sterling other than Sterling, or (ii) purchases from or sells or furnishes to Sterling any goods or services, or (b) a beneficial interest in any contract or agreement to which Sterling is a party or by which it may be bound or affected (other than routine compensation and expense reimbursement programs in the ordinary course of business).
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ARTICLE THREE: REPRESENTATIONS AND WARRANTIES OF TGLN
TGLN represents and warrants that:
3.1 Validity of Transaction .
TGLN has all requisite power and authority to execute, deliver, and perform this Agreement and to issue and sell to the Stockholders the TGLN Shares. All necessary corporate proceedings of TGLN have been duly taken to authorize the execution, delivery, and performance of this Agreement, and the issuance and sale to the Stockholders of the TGLN Shares. This Agreement has been duly authorized, executed, and delivered by TGLN, is the legal, valid, and binding obligation of TGLN, and is enforceable as to TGLN in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, or other similar laws affecting creditors’ rights generally, and subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any federal, state, local, or other governmental authority or of any court or other tribunal is required by TGLN for the execution, delivery, or performance of this Agreement by TGLN, except as would not affect the ability of TGLN to perform any of its material obligations under this Agreement. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which TGLN is a party, or by which any of its properties or assets is bound, is required for the execution, delivery, or performance by TGLN of this Agreement, except for such consents as have been obtained at or prior to the date of this Agreement, and except as would not affect the ability of TGLN to perform any of its material obligations under this Agreement. The execution, delivery, and performance of this Agreement by TGLN will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under any contract, agreement, instrument, lease, license, arrangement, or understanding to which TGLN is a party, or violate or result in a breach of any term of the Articles of Incorporation or By-laws of TGLN, or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree binding on TGLN or to which any of its operations, business, properties, or assets is subject, except as would not affect the ability of TGLN to perform any of its material obligations under this Agreement. The shares of TGLN Common Stock have been duly authorized and, upon receipt by the Stockholders from TGLN of the stock certificates representing the TGLN Shares being sold pursuant to this Agreement, will be validly issued, fully paid, and nonassessable, will not have been issued in violation of any preemptive right of stockholders or rights of first refusal, and the Stockholders will have good title to the TGLN Shares, free and clear of all liens, security Shares, pledges, charges, encumbrances, stockholders agreements, and voting trusts (other than any created by the Stockholders).
3.2 Finder or Broker .
Neither TGLN nor any person acting on behalf of TGLN has negotiated with any finder, broker, intermediary, or similar person in connection with the transaction contemplated herein.
bag8ger, No class action as of yet, but I would not be surprised to see a lawsuit filed by Glenn McMachen...
The website is now down... http://www.sterlingyachtsales.com/
Jeez, Fleming got to me more than I thought.
Thanks, Wick, any class action against that bastard?
Bag8ger, That is now what used to be Gamznflix... formerly GZFX...
Wick,
What the hell is TGLN? It appears on my statement at a cost of $21000 with zero value. I don't remember it at all.
Now that's freaking funny
Thanx I needed a laugh today
I think when I need a laugh I'll just come back here and read that post again
SPNG also was and could have been a much more legit of a business if they were not so greedy. I knew of and spoke to the CFO who seemed like a regular down to earth guy, but I guess people who lie, do so about their entire existance. Fleming will eventually cross the wrong people and get what he deserves. It would be a happy day for many of those he scammed.
JMHO
Other scam ceos of crooked scemes like SPNG (spongetech) are in jail. Flemming should be also along with his little side sucker Chip. GMFX could have made it honestly in business but they had rather steal than work for a living. Sad...but what comes around goes around....that they will not escape
Trust me....Fleming will never get another penny out of me or anybody else I can reach out to. He deserves to be in jail for a very long time.
Someone needs to be sure John Flemming has plenty more vittles to put in his mouth, just don't let it be you.
Steve, you would probably have better odds putting down that $100 on red in roulette than in this POS.
SN, first you have to avoid a R/S, or an SEC shut down, or an SoS Nevada shut down... other than those, your reasoning is fine... GLTY
Hey guys! The ask is only .0001, you can't do better than that! One sale at .0002 and you have doubled your money (w/o considering trading fees).
One million shares only $100!
Hey guys...
So that MTM:CA not likeing nemore so dumped it volum died out of the blue
on the other hand found one that been siting in my list a while being overlooked SMB on tsx Venture fairly new only around since last quarter of 2008 and has bumpy climb to now hitting decent volume and in last 30 days the volume looks consistent and hitting new highs for all time and aparently compared to similar companys with market cap ect it is very underated think it will open up little :D
once again duno if any of you guys trade canadian stocks but wouldnt mind more input or advise ...some good free canadian sites www.tmx.com lots of info on there site for all levels of stocks charts and info :D pce all
Martin Luther King, Jr. Day Market Info
In observance of Martin Luther King, Jr. Day, the equity market will be closed on Monday, Jan. 17.
As a result, equity trades placed between Wednesday, Jan. 12 and Friday, Jan. 14
will settle according to the schedule below.
Trades placed on:
Will Settle:
Wednesday, Jan. 12
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Wednesday, Jan. 19
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The bond market will be closed on Martin Luther King, Jr. Day (Monday, Jan. 17).
Ccksukers keep doing it. No heaven, no hell. It's just good business son,
Yeah, I understand Wick. It just seems like we do have a pretty good bunch of readers/contributors. Since TGLN is on it's last legs, it was just an idea. I can always hunt down another board that already does specialize in finding promising new stock possibilities, I just like the people here.
Since, I'm so BAD at doing this (however, TGLN was mentioned!), what does anyone feel about FSC, cheap enough at $12.32, and offering an annualized dividend of 10%, and also gaining about .10 in it's stock price every 1 or 2 days.
It's only been around since 2008, but it is traded on the big board.
For tax purposes, it pays out 90% of it's net gain on a regular basis. Let me know if you think otherwise, I'm about to jump in big (for me). Next 2 dividends go ex-dividend on 1/28 and 2/28, with payouts on 2/28 and 3/31 respectively of .1066/share.
Steve
SN, Since this message board was set up as a "stock specific" board, it will probably stay that way until the stock is no longer trading, or the company officially dissolves. I am surprised that admin has let the posts regarding other stocks remain, and to that end I have been a little remiss in my duties as well,... but I get bored here like everybody else...
Thx,, to follow..
Abondanceinvest
Abondanceinvest, I imagine Fleming will move into other scams through his other Nevada corporation, The Busines Channel, as he has kept that one current. As for TGLN, it appears that Glenn and his wife are not willing to keep their end of the bargain, and who would blame them. They were scammed as well...
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