I don't give people hell, I just tell them the truth and they think it's hell. H. Truman
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MILLION OF SHARES ISSUED......NO REVENUES, NO ASSETS!!!!
190,184 COMMON SHARES (POST SPLIT) ISSUED FOR SERVICES DURING THE YEAR ENDED 12.31.13 10,740 COMMON SHARES (POST SPLIT) ISSUED FOR CASH DURING THE YEAR ENDED 12.31.13
4,333 COMMON SHARES (POST SPLIT) ISSUED FOR SERVICES DURING THE QUARTER ENDED 3.31.14 1,333 COMMON SHARES (POST SPLIT) ISSUED FOR CASH DURING THE YEAR QUARTER 3.31.14
3,334 COMMON SHARES (POST SPLIT) ISSUED FOR SERVICES DURING THE QUARTER ENDED 6.30.14 50,000 COMMON SHARES (POST SPLIT) ISSUED FOR AN INTANGIBLE ASSET DURING THE QE 9.30.14 52,050,000 COMMON SHARES (POST SPLIT) ISSUED FOR SERVICES DURING THE QE 12.31.14
5,081,734 COMMON SHARES (POST SPLIT) ISSUED FOR NOTE CONVERSION DURING THE QE 3.31.15 12,105,200 COMMON SHARES (POST SPLIT) ISSUED FOR NOTE CONVERSION DURING THE QE 6.30.15 7,000,000 COMMON SHARES (POST SPLIT) ISSUED FOR NOTE CONVERSION DURING THE QE 9.30.15 550,000 COMMON SHARES (POST SPLIT) ISSUED FOR SERVICES DURING THE QUARTER ENDED 9.30.15
FLAWED DD, BHGI HAS $275,383 in TOXIC CONVERTIBLE DEBT. OVER 24 million shares converted at .0025 a share.
4. NOTES PAYABLE
In August 2002, the Company received a loan from an unrelated individual amounting to $180,000. Interest on this loan is $1,050 per month and payable monthly. The loan was due and payable on October 30, 2007. In May 2014, the Company issued a replacement convertible promissory note to the holder of this debt in the principal amount of $335,850, reflecting the principal and accrued interest of the August 2002 note payable through March 31, 2014. The convertible promissory note accrues interest at 6% per annum and permits the holder to convert principal and accrued interest, subject to a 9.99% ownership limitation, into shares or common stock at a conversion price of $0.0025 per share.
On November 15, 2014, the Company received a conversion notice requesting the issuance of 5,081,734 shares upon conversion of $12,704.34 of the note’s outstanding balance, leaving a principle amount of $323,145.66. The Company issued out 5,081,734 shares on January 6, 2015.
On April 6 2015, the Company received a conversion notice requesting the issuance of 5,790,000 shares upon conversion of $14,475.00 of the note’s outstanding balance, leaving a principle amount of $308,670.66. The Company issued out 5,790,000 shares on April 6, 2015.
On June 19, 2015, the Company received a conversion notice requesting the issuance of 6,315,200 shares upon conversion of $15,788.00 of the note’s outstanding balance, leaving a principle amount of $292,882.66. The Company issued out 6,315,200 shares on June 19, 2015.
On July 17, 2015, the Company received a conversion notice requesting the issuance of 7,000,000 shares upon conversion of $17,500.00 of the note’s outstanding balance, leaving a principle amount of $275,382.66. The Company issued out 7,000,000 shares on July 21, 2015.
Cash-$406, Liabilites $933,436, NO REVENUES
MORE SHARES ISSUED FROM TOXIC CONVERTIBLE NOTES!!!!
4. NOTES PAYABLE
In August 2002, the Company received a loan from an unrelated individual amounting to $180,000. Interest on this loan is $1,050 per month and payable monthly. The loan was due and payable on October 30, 2007. In May 2014, the Company issued a replacement convertible promissory note to the holder of this debt in the principal amount of $335,850, reflecting the principal and accrued interest of the August 2002 note payable through March 31, 2014. The convertible promissory note accrues interest at 6% per annum and permits the holder to convert principal and accrued interest, subject to a 9.99% ownership limitation, into shares or common stock at a conversion price of $0.0025 per share.
On November 15, 2014, the Company received a conversion notice requesting the issuance of 5,081,734 shares upon conversion of $12,704.34 of the note’s outstanding balance, leaving a principle amount of $323,145.66. The Company issued out 5,081,734 shares on January 6, 2015.
On April 6 2015, the Company received a conversion notice requesting the issuance of 5,790,000 shares upon conversion of $14,475.00 of the note’s outstanding balance, leaving a principle amount of $308,670.66. The Company issued out 5,790,000 shares on April 6, 2015.
On June 19, 2015, the Company received a conversion notice requesting the issuance of 6,315,200 shares upon conversion of $15,788.00 of the note’s outstanding balance, leaving a principle amount of $292,882.66. The Company issued out 6,315,200 shares on June 19, 2015.
On July 17, 2015, the Company received a conversion notice requesting the issuance of 7,000,000 shares upon conversion of $17,500.00 of the note’s outstanding balance, leaving a principle amount of $275,382.66. The Company issued out 7,000,000 shares on July 21, 2015.
.18446
ANOTHER GOOSE EGG!
Really, 150 shares After a goose egg is unreal.
How pathetic!!!
ANOTHER GOOSE EGG! ZERO VOLUME!
Very confusing... Which week was that? This week, last week, the week before that week, next week....
We hit .1629 today.
MILLIONS OF SHARES BEING PRINTED, TOXIC Convertable Notes Payable being converted at .0025.
Since the beginning of the year 24,000,000 shares converted at .0025
Note holders converted $50,000-60,000 of debt into shares valued over $10,000,000
Shareholders being fleeced!
Buyer beware!
$292,000 of CONVERTABLE debt will add another 140,000,000 shares
CARO CAPITAL INTENDS TO SELL ITS SHARES. If the shares are restricted, Caro intends to sell them when they are registered. If the shares are freely tradeable, Caro intends to sell them. Caro affiliates, officers, directors and employees may buy and sell shares discussed in this report or any other communications and may profit in the event those shares rise in value. Caro may sell shares at any time.
Caro Capital signed an agreement with Beverly Hills Group Inc. to receive one million shares of the company’s common stock. Caro Capital is currently selling their shares.
Be lucky at .40 again.
Newbies....WARNING AS THIS FAILED PROMOTION AND HYPE IS GOING ON!
BEWARE OF BHGI CONVERTIBLE TOXIC NOTES!!!
In Pink Sheet penny stocks, there is a tool that some promoters and companies use known as “aged debt.”
This is convertible debt that can be converted into common stock. For example, it could be a three year note from the company convertible into stock at $0.01 per share.
The conversion price could also be stated in terms of a percentage of market price, for example, the debt could convert at 50% of the market price.
Aged debt means that the debt was issued u enough ago that the holding period requirements of Rule 144 have been satisfied. The holding period, as you may know, for Rule 144 is one year for Pink Sheet companies and six months for OTC BB and other SEC registered companies.
Now we can consider what this means to the company and the holder of the aged debt. Aged debt usually trades at a discount to face value. Suppose you can buy $348,000 of aged debt for $348,000. If it converts into stock at $0.0025 and the stock rises in the market to 0.45 per share, you can convert into 139,200,000 shares. At forty-five cents per share, this is worth $62,640,000 you paid $348,000. Hmmm......
What this means to a shareholder of the company's stock who is hoping for appreciation is that there is going to be a ton of stock on the market keeping the price down. So be sure to look for convertible debt when you do your stock picking. You will find that the existence of this debt is not often featured to stock buyers by stock promoters. They try to hide this. So in addition to all the enormous dangers of speculating in penny stocks, we have this one.
When converting the aged debt, the debt holder is careful to convert only a portion of the debt at any one time so he does not go to 10% of the outstanding and become a control person. However, he can convert and sell and convert and sell and convert and sell and never go over 10% and still dump all the stock he can convert into. If the debt holder goes over 10% of the outstanding, he will be considered to be an insider and subject to limitations on the volume of stock that can be sold, like 1%, and limits on the manner of sale.
You will see OTC shells advertised for reverse mergers that feature aged debt as one of the sales features of that shell.
However, here is where the aged debt players can make a fatal mistake. If one promoter buys control of the reverse merger public shell, and also buys the aged debt at the same time, then he is an insider as he has control. This limits what he can sell under Rule 144. If the promoter uses the aged debt himself, or then gives or sells the aged debt to someone else, the debt is subject to the holding period rules of Rule 144 and the holding period starts to run from the time of the transfer to the associate, not the date of creation of the debt. The promoter may overlook this point either because of ignorance of the law or by deliberately violating the law.
The same problem exists if the debt was in the hands of an insider or affiliate. The holding period for the new buyer starts when the affiliate sells the stock to the new buyer who is not an affiliate.
If another party independent of the promoter bought the debt, and the previous debt holder was not an insider, then the buyer could tack the holding period of the previous holder. Assuming the previous holder had the aged debt for more than a year, the new buyer would have satisfied the holding period rules of Rule 144.
A greedy promoter may give the debt to an associate who will secretly sell the stock and give the proceeds of that sale to the promoter. This is a violation as a false name of the owner was used and because the stock would be attributed to the promoter whose holding period started when he bought the shell and who is subject to the volume and manner of sale restrictions of Rule 144.
Another problem that these promoters run into is that they seem to think that any debt can be converted into stock. Typically an OTC shell company winds up as a shell with some debts. One of these debts is almost always back salary to the company president who was not taking pay because of the bad condition of the company. However, this is a straight debt, not a convertible debt. Thus it cannot be magically transformed into immediate stock. In order to use this, the directors would have to exchange it for a convertible note and the holding period for the note for Rule 144 purposes will start when the conversion feature is created. Straight debt is not a security for these purposes.
Also as all 144 stock has to be paid for in full to start the holding period, debts created for services have to have all of the services fully performed before the stock or securities are fully paid for and the holding period started.
As some unscrupulous characters may attempt to “age” the debt by simply forging and backdating, I recommend that you take your convertible notes to a notary who can certify as to the date it was created and who signed it. Then you will be able to prove your aged debt is legitimate.
One final point, Rule 144 is a tool to allow investors to sell their stock. It is not a rule for financing the company. If you are the company, do not make a deal with a seller of 144 stock to put the proceeds of his sales into the company.
BIG ZERO VOLUME
Can you explain how the TOXIC CONVERTIBLE NOTES affect the SHAREPRICE?
4. NOTES PAYABLE
In August 2002, the Company received a loan from an unrelated individual amounting to $180,000. Interest on this loan is $1,050 per month and payable monthly. The loan was due and payable on October 30, 2007. In May 2014, the Company issued a replacement convertible promissory note to the holder of this debt in the principal amount of $335,850, reflecting the principal and accrued interest of the August 2002 note payable through March 31, 2014. The convertible promissory note accrues interest at 6% per annum and permits the holder to convert principal and accrued interest, subject to a 9.99% ownership limitation, into shares or common stock at a conversion price of $0.0025 per share.
On November 15, 2014, the Company received a conversion notice requesting the issuance of 5,081,734 shares upon conversion of $12,704.34 of the note’s outstanding balance, leaving a principle amount of $323,145.66. The Company issued out 5,081,734 shares on January 6, 2015.
On April 6 2015, the Company received a conversion notice requesting the issuance of 5,790,000 shares upon conversion of $14,475.00 of the note’s outstanding balance, leaving a principle amount of $308,670.66. The Company issued out 5,790,000 shares on April 6, 2015.
On June 19, 2015, the Company received a conversion notice requesting the issuance of 6,315,200 shares upon conversion of $15,788.00 of the note’s outstanding balance, leaving a principle amount of $292,882.66. The Company issued out 6,315,200 shares on June 19, 2015.
Hint: Supply vs Demand
Even the 20s are under water!
MORE Inaccurate filings
https://www.otciq.com/otciq/ajax/showFinancialReportById.pdf?id=139168
-Balance sheet reports $-0- in Notes Payable, yet the notes section discloses $323,145.66. The 10-k reported $633,602
SUBSEQUENT EVENTS-5,790,000 Shares issued and not reported properly!
4. NOTES PAYABLE
In August 2002, the Company received a loan from an unrelated individual amounting to $180,000. Interest on this loan is $1,050 per month and payable monthly. The loan was due and payable on October 30, 2007. In May 2014, the Company issued a replacement convertible promissory note to the holder of this debt in the principal amount of $335,850, reflecting the principal and accrued interest of the August 2002 note payable through March 31, 2014. The convertible promissory note accrues interest at 6% per annum and permits the holder to convert principal and accrued interest, subject to a 9.99% ownership m, into shares or common stock at a conversion price of $0.0025 per share. On November 15, 2014, the Company received a conversion notice requesting the issuance of 5,081,734 shares upon conversion of $12,704.34 of the note’s outstanding balance, leaving a principle amount of $323,145.66. The Company issued out 5,081,734 shares on January 6, 2015. On April 6 2015, the Company received a conversion notice requesting the issuance of 5,790,000 shares upon conversion of $14,475.00 of the note’s outstanding balance, leaving a principle amount of $308,670.66. The Company issued out 5,790,000 shares on April16, 2015.
9. SUBSEQUENT EVENTS
NONE
MORE CONFICTING INFORMATION............ interesting the named Attorney!
9) Third Party Providers
Please provide the name, address, telephone number, and email address of each of the following outside providers that advise your company on matters relating to operations, business development and disclosure:
Legal Counsel
Name: RANDALL V. BRUMBAUGH
Firm: LAW OFFICE OF RANDALL V. BRUMBAUGH Address 1: 8780 19th STREET, SUITE 450
Address 2: ALTA LOMA, CA 91701
Phone: 626 429 9634
Email: rbrumbaugh@gmail.com
Accountant or Auditor Name: NONE
Investor Relations Consultant Name: NONE
Other Advisor: Any other advisor(s) that assisted, advised, prepared or provided information with respect to this disclosure statement.
Name: NONE
YUP, these in accurate financials are signed by the officers of the company.
10) Issuer Certification
The issuer shall include certifications by the chief executive officer and chief financial officer of the issuer (or any other persons with different titles, but having the same responsibilities).
The certifications shall follow the format below:
I, DONNA MIKKIN, CEO/PRESIDENT certify that:
1. I have reviewed this AMENDED QUARTERLY DISCLOSURE STATEMENT of BEVERLY HILLS GROUP, INC. FKA THE MOTION PICTURE HALL OF FAME, INC.;
2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and
3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement.
May 27, 2015 [Date]
/S/ DONNA MIKKIN [CEO’s Signature] CEO/PRESIDENT [Title]
I, GENE O’BRIEN, SECRETARY & TREASURER certify that:
1. I have reviewed this AMENDED QUARTERLY DISCLOSURE STATEMENT of BEVERLY HILLS GROUP, INC. FKA THE MOTION PICTURE HALL OF FAME, INC.;
2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and
3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement.
MAY 27, 2015 [Date]
/S/ GENE O’BRIEN [Signature] SECRETARY & TREASURER [Title]
Forgot the "P"
Such a day, the thrill of anticipation.
Not!
SHAREHOLDER WEEEPING.....
HOUSTON, Nov. 4, 2015 /PRNewswire/ -- Evolution Petroleum Corporation (NYSE MKT: EPM) today reported financial and operating highlights for its first quarter of fiscal 2016 ended September 30, 2015 (the "current quarter"), with comparisons to the fourth quarter ended June 30, 2015 (the "prior quarter") and the quarter ended September 30, 2014 (the "year-ago quarter"). The results for the year-ago quarter did not include the Company's reversionary working interest in the Delhi Field, which became effective November 1, 2014, so most comparisons will focus on sequential results from the prior quarter.
Highlights for the Quarter Ended September 30, 2015
Net income increased to $2.9 million, or $0.09 per share, for the quarter.
Net production increased to 1,698 net barrels of oil per day ("BOPD") from the Delhi field, a 2% increase from the prior quarter. Gross production increased to 6,423 BOPD from 6,328 BOPD in the prior quarter.
Average realized oil prices were $47 per barrel, down from $59 in the prior quarter, resulting in Delhi revenues of $7.3 million, down from $9.0 million in the prior quarter. Realized hedge gains added $0.9 million, or $5.55 per barrel, which are reported as other income and not as revenues.
Net working capital increased to $16.3 million from $14.4 million in the prior quarter on the strength of solid operating results, a $1.5 million refund from the carryback of stock option deductions to prior year's Louisiana state taxes paid and insurance proceeds.
We distributed $1.8 million of cash dividends to our common and preferred shareholders in the current quarter and returned $1.0 million of cash to shareholders with the open market repurchases of common stock.
Capital spending in the Delhi field was $2.6 million, primarily directed towards the NGL plant. Approximately $18.0 million remains to be expended prior to the plant's startup, which is scheduled for next summer.
Randy Keys, President and CFO, said: "Despite lower oil prices, we were able to generate very strong earnings of $0.09 per common share in the quarter. We were aided by unrealized hedge gains of $1.1 million (an estimated $0.7 million after tax, or $0.02 per common share) and other income of $1.1 million from insurance proceeds related to the pre-reversion fluid release event (an estimated $0.7 million after tax, or $0.02 per common share.) Without the benefit of these items, net income would have been $0.05 per common share. Our hedging program has been very beneficial in this price environment as we realized derivative gains of $0.9 million in the quarter. Work on the Delhi NGL plant is continuing and it is scheduled to be online in the summer of 2016. The NGL plant is expected to significantly increase liquid production volumes from the field, provide substantial volumes of methane to power field operations and enhance the efficiency and output of the CO2 flood. Importantly, we have seen operating costs in the Delhi Field decline to $16.37 per barrel, as the operator's cost control efforts continue to show positive results. Our strong balance sheet and working capital position of $16.3 million continue to serve us well."
Robert Herlin, Chairman and CEO, added: "Unlike the majority of our peers, we remain in excellent financial condition and posted net income and earnings per share for the quarter, above expectations, and ended the quarter free of debt. We believe our financial strength gives us the flexibility to take advantage of opportunities that may come our way in this environment, while maintaining our cash dividend to common shareholders. Looking to the future, we are positive about the prospects for the Company, including our ability to continue our growth plan, create long-term value and return increasing amounts of cash to shareholders."
Delhi Field Operations
Financial results for the Delhi Field were positively impacted by increased production levels, which offset the lower oil prices in the current quarter. Net production increased to 1,698 BOPD from 1,673 BOPD in the prior quarter, while average prices dropped from $59 per barrel to $47. Our realized hedge gains added the equivalent of $5.55 per barrel to this lower oil price. We had previously hedged 1,100 BOPD, an estimated two-thirds of our production, at a West Texas Intermediate ("WTI") average floor price of $55 per barrel for the six month period ending December 31, 2015. In early October, the Company entered into a fixed price swap contracts for 1,100 BOPD at a WTI price of $51.45 per barrel, for the three month period ending March 31, 2016. In addition to the WTI price on our hedged volumes, we continue to receive a market price premium for our Delhi production, which is sold as Louisiana Light Sweet ("LLS").
Field operating expenses were $16.37 per barrel of oil equivalent ("BOE"), below previous levels, resulting primarily from lower purchased CO2 costs and other operating cost savings. In the current quarter, our net share of lease operating expenses was approximately $2.6 million, of which $1.4 million was related to CO2 purchases and transportation expenses. Total CO2 costs (net) were down 22% from the prior quarter as a result of both lower oil prices and lower purchased CO2 volumes. Our purchased CO2 costs are directly indexed to realized oil prices received at Delhi.
As of September 30, 2015, we have incurred approximately $6.6 million of cumulative capital costs for the NGL plant, out of a total estimated commitment of $24.6 million. We expect the remaining obligation of $18.0 million will be incurred over the next nine to twelve months prior to completion, which is scheduled for the summer of 2016. The expenditures during calendar 2015, which were estimated to be approximately $14.0 to $15.0 million, are primarily related to engineering, procurement and off-site fabrication of major components of the plant. Installation in the field is expected to commence in the first quarter of calendar 2016.
Gas Assisted Rod Pump (GARP®) Services
During the current quarter, we completed a GARP® installation in the Eagle Ford play for a new third-party customer. Subsequent to the end of the quarter, we completed an installation for another new customer in the Barnett Shale. Initial results for both installations look promising. The earlier installation for a customer in the Permian Basin was recently removed due to unrelated production difficulties. Despite the challenging market environment and overall industry conditions, we are diligently working to advance the adoption of the technology and are pleased to have completed these new installations for large operators in new basins. We are also reviewing the best options for accelerating commercial development.
Liquidity and Capital Resources
At September 30, 2015, the Company had total liquidity of $21.3 million, which includes $16.3 million of working capital and $5.0 million of availability under our unsecured revolving credit facility. As of September 30, 2015, the Company remained debt-free. We believe that current liquidity combined with expected operating cash flows will be sufficient to fund the Company's expected capital requirements for the fiscal year ended June 30, 2016 and allow us to continue our common stock dividend program. At the present time, we do not have any committed capital spending obligations beyond the current fiscal year.
Other Matters
In late September 2015, we received a $1.5 million refund of cash taxes paid to the State of Louisiana during the three years ended June 30, 2014. The refund of taxes resulted from the carryback of income tax losses which arose from the exercise of stock options and incentive warrants in November 2013. For financial reporting purposes, this benefit does not affect our provision for income taxes, but is instead recorded as an increase in additional-paid-in-capital.
In mid-October, in the case of John C. McCarthy, et al versus Evolution Petroleum Corp, et al, related to our purchase of royalty interests in the Delhi Field in 2006, the Supreme Court of Louisiana overturned the appellate court and reinstated the district court's decision to dismiss the case with prejudice.
Expected Tax Treatment of Dividends
For the fiscal year ended June 30, 2015, 100% of cash dividends on preferred shares were treated as qualified dividend income. Approximately 86% of cash dividends on common shares were treated as a return of capital to our stockholders and the remainder of 14% was treated as qualified dividend income. Based on our current projections for the fiscal year ending June 30, 2016, we expect 100% of preferred and common dividends to be treated as qualified dividend income.
Seems to me BHGI is fighting a demand factor. Ask is at .2167.
BHGI has NO MONEY! NO REVENUES. NO ASSETS!
How are they going to do this?
LMAO!
Does the FA know who is selling @ .19? Anyone who bought since the company began trading in August is underwater!
No reputable advisor is going to recommend this SCAM!
At best the audit will confirm $35 million in assets and revenue of $4.75 million.
If the company makes 10% net income, that's only $475,000 a year. The G&A expenses of a public company is higher than that.
This is a joke, it is all about the TOXIC CONVERTIBLE NOTES.
Please provide phone number of this FA.
NO ONE IS FALLING FOR THIS BULLSHIT!
BHGI was loaded with a TOXIC CONVERTIBLE NOTE just before relisting.
"In August 2002, the Company received a loan from an unrelated individual amounting to $180,000. Interest on this loan is $1,050 per month and payable monthly. The loan was due and payable on October 30, 2007. In May 2014, the Company issued a replacement convertible promissory note to the holder of this debt in the principal amount of $335,850, reflecting the principal and accrued interest of the August 2002 note payable through March 31, 2014. The convertible promissory note accrues interest at 6% per annum and permits the holder to convert principal and accrued interest, subject to a 9.99% ownership limitation, into shares or common stock at a conversion price of $0.0025 per share."
NUMEROUS CONVERTIONS, TOTALLING OVER 24 MILLION SHARES HAVE ALREADY TAKEN PLACE.
On November 15, 2014, the Company received a conversion notice requesting the issuance of 5,081,734 shares upon conversion of $12,704.34 of the note’s outstanding balance, leaving a principle amount of $323,145.66. The Company issued out 5,081,734 shares on January 6, 2015.
On April 6 2015, the Company received a conversion notice requesting the issuance of 5,790,000 shares upon conversion of $14,475.00 of the note’s outstanding balance, leaving a principle amount of $308,670.66. The Company issued out 5,790,000 shares on April 6, 2015.
On June 19, 2015, the Company received a conversion notice requesting the issuance of 6,315,200 shares upon conversion of $15,788.00 of the note’s outstanding balance, leaving a principle amount of $292,882.66. The Company issued out 6,315,200 shares on June 19, 2015.
In August, another 7,230,000 shares were converted.
NO ONE IS FALLING FOR THIS BULLSHIT!
BHGI was loaded with a TOXIC CONVERTIBLE NOTE just before relisting.
"In August 2002, the Company received a loan from an unrelated individual amounting to $180,000. Interest on this loan is $1,050 per month and payable monthly. The loan was due and payable on October 30, 2007. In May 2014, the Company issued a replacement convertible promissory note to the holder of this debt in the principal amount of $335,850, reflecting the principal and accrued interest of the August 2002 note payable through March 31, 2014. The convertible promissory note accrues interest at 6% per annum and permits the holder to convert principal and accrued interest, subject to a 9.99% ownership limitation, into shares or common stock at a conversion price of $0.0025 per share."
NUMEROUS CONVERTIONS, TOTALLING OVER 24 MILLION SHARES HAVE ALREADY TAKEN PLACE.
On November 15, 2014, the Company received a conversion notice requesting the issuance of 5,081,734 shares upon conversion of $12,704.34 of the note’s outstanding balance, leaving a principle amount of $323,145.66. The Company issued out 5,081,734 shares on January 6, 2015.
On April 6 2015, the Company received a conversion notice requesting the issuance of 5,790,000 shares upon conversion of $14,475.00 of the note’s outstanding balance, leaving a principle amount of $308,670.66. The Company issued out 5,790,000 shares on April 6, 2015.
On June 19, 2015, the Company received a conversion notice requesting the issuance of 6,315,200 shares upon conversion of $15,788.00 of the note’s outstanding balance, leaving a principle amount of $292,882.66. The Company issued out 6,315,200 shares on June 19, 2015.
In August, another 7,230,000 shares were converted.
Tick Tock
WARNING AS THIS FAILED PROMOTION AND HYPE IS GOING ON!
BEWARE OF BHGI CONVERTIBLE TOXIC NOTES!!!
In Pink Sheet penny stocks, there is a tool that some promoters and companies use known as “aged debt.”
This is convertible debt that can be converted into common stock. For example, it could be a three year note from the company convertible into stock at $0.01 per share.
The conversion price could also be stated in terms of a percentage of market price, for example, the debt could convert at 50% of the market price.
Aged debt means that the debt was issued u enough ago that the holding period requirements of Rule 144 have been satisfied. The holding period, as you may know, for Rule 144 is one year for Pink Sheet companies and six months for OTC BB and other SEC registered companies.
Now we can consider what this means to the company and the holder of the aged debt. Aged debt usually trades at a discount to face value. Suppose you can buy $348,000 of aged debt for $348,000. If it converts into stock at $0.0025 and the stock rises in the market to 0.45 per share, you can convert into 139,200,000 shares. At forty-five cents per share, this is worth $62,640,000 you paid $348,000. Hmmm......
What this means to a shareholder of the company's stock who is hoping for appreciation is that there is going to be a ton of stock on the market keeping the price down. So be sure to look for convertible debt when you do your stock picking. You will find that the existence of this debt is not often featured to stock buyers by stock promoters. They try to hide this. So in addition to all the enormous dangers of speculating in penny stocks, we have this one.
When converting the aged debt, the debt holder is careful to convert only a portion of the debt at any one time so he does not go to 10% of the outstanding and become a control person. However, he can convert and sell and convert and sell and convert and sell and never go over 10% and still dump all the stock he can convert into. If the debt holder goes over 10% of the outstanding, he will be considered to be an insider and subject to limitations on the volume of stock that can be sold, like 1%, and limits on the manner of sale.
You will see OTC shells advertised for reverse mergers that feature aged debt as one of the sales features of that shell.
However, here is where the aged debt players can make a fatal mistake. If one promoter buys control of the reverse merger public shell, and also buys the aged debt at the same time, then he is an insider as he has control. This limits what he can sell under Rule 144. If the promoter uses the aged debt himself, or then gives or sells the aged debt to someone else, the debt is subject to the holding period rules of Rule 144 and the holding period starts to run from the time of the transfer to the associate, not the date of creation of the debt. The promoter may overlook this point either because of ignorance of the law or by deliberately violating the law.
The same problem exists if the debt was in the hands of an insider or affiliate. The holding period for the new buyer starts when the affiliate sells the stock to the new buyer who is not an affiliate.
If another party independent of the promoter bought the debt, and the previous debt holder was not an insider, then the buyer could tack the holding period of the previous holder. Assuming the previous holder had the aged debt for more than a year, the new buyer would have satisfied the holding period rules of Rule 144.
A greedy promoter may give the debt to an associate who will secretly sell the stock and give the proceeds of that sale to the promoter. This is a violation as a false name of the owner was used and because the stock would be attributed to the promoter whose holding period started when he bought the shell and who is subject to the volume and manner of sale restrictions of Rule 144.
Another problem that these promoters run into is that they seem to think that any debt can be converted into stock. Typically an OTC shell company winds up as a shell with some debts. One of these debts is almost always back salary to the company president who was not taking pay because of the bad condition of the company. However, this is a straight debt, not a convertible debt. Thus it cannot be magically transformed into immediate stock. In order to use this, the directors would have to exchange it for a convertible note and the holding period for the note for Rule 144 purposes will start when the conversion feature is created. Straight debt is not a security for these purposes.
Also as all 144 stock has to be paid for in full to start the holding period, debts created for services have to have all of the services fully performed before the stock or securities are fully paid for and the holding period started.
As some unscrupulous characters may attempt to “age” the debt by simply forging and backdating, I recommend that you take your convertible notes to a notary who can certify as to the date it was created and who signed it. Then you will be able to prove your aged debt is legitimate.
One final point, Rule 144 is a tool to allow investors to sell their stock. It is not a rule for financing the company. If you are the company, do not make a deal with a seller of 144 stock to put the proceeds of his sales into the company.
CARO CAPITAL INTENDS TO SELL ITS SHARES. If the shares are restricted, Caro intends to sell them when they are registered. If the shares are freely tradeable, Caro intends to sell them. Caro affiliates, officers, directors and employees may buy and sell shares discussed in this report or any other communications and may profit in the event those shares rise in value. Caro may sell shares at any time.
Caro Capital signed an agreement with Beverly Hills Group Inc. to receive one million shares of the company’s common stock. Caro Capital is currently selling their shares.
LMAO, this will never see $1 again. $10-20 is a joke.
Oh, I can!
MILLIONS OF SHARES BEING ISSUED, 24 million for toxic convertible debt!
50 million for management agreement
2 million for IR firm.
Did ya hear it hit .19 this week?
How in the hell is it going to to $20, or $10.....or even v
Back to $1?
They have no assets, no revenues, NO CASH!
Yeah, I see the IR company is selling shares already.
Caro Capital intends to sell its shares. If the shares are restricted, Caro intends to sell them when they are registered. If the shares are freely tradeable, Caro intends to sell them. Caro affiliates, officers, directors and employees may buy and sell shares discussed in this report or any other communications and may profit in the event those shares rise in value. Caro may sell shares at any time.
Caro Capital signed an agreement with Beverly Hills Group Inc. to receive one million shares of the company’s common stock. Caro Capital is currently selling their shares.
Did ya hear about the TOXIC CONVERTIBLE NOTES?
4. NOTES PAYABLE
In August 2002, the Company received a loan from an unrelated individual amounting to $180,000. Interest on this loan is $1,050 per month and payable monthly. The loan was due and payable on October 30, 2007. In May 2014, the Company issued a replacement convertible promissory note to the holder of this debt in the principal amount of $335,850, reflecting the principal and accrued interest of the August 2002 note payable through March 31, 2014. The convertible promissory note accrues interest at 6% per annum and permits the holder to convert principal and accrued interest, subject to a 9.99% ownership limitation, into shares or common stock at a conversion price of $0.0025 per share.
On November 15, 2014, the Company received a conversion notice requesting the issuance of 5,081,734 shares upon conversion of $12,704.34 of the note’s outstanding balance, leaving a principle amount of $323,145.66. The Company issued out 5,081,734 shares on January 6, 2015.
On April 6 2015, the Company received a conversion notice requesting the issuance of 5,790,000 shares upon conversion of $14,475.00 of the note’s outstanding balance, leaving a principle amount of $308,670.66. The Company issued out 5,790,000 shares on April 6, 2015.
On June 19, 2015, the Company received a conversion notice requesting the issuance of 6,315,200 shares upon conversion of $15,788.00 of the note’s outstanding balance, leaving a principle amount of $292,882.66. The Company issued out 6,315,200 shares on June 19, 2015.
Another 7,230,000 in August 2015.
Been hearing that for years....
DOA, this one is dead.
Is this the same law firm?
The Complaint, filed in Nevada, alleges multiple causes of action, including breach of contract and breach of fiduciary duty by Sichenzia Ross Friedman Ference and Mr. Ocasio.
Beyond Commerce, Inc. (www.beyondcommerce.com) (OTC Bulletin Board: BYOC) today filed a lawsuit against Sichenzia Ross Friedman Ference, LLP (www.srffllp.com) and Darrin M. Ocasio, Esq. The complaint outlines allegations that Sichenzia Ross Friedman Ference and Mr. Ocasio are liable for permanently and intentionally damaging Beyond Commerce costing the company millions of dollars in lost business and revenues. Beyond Commerce will be seeking damages accordingly. (Case number: a-10-620267-c, Beyond Commerce, Inc., a Nevada corporation vs. Sichenzia, Ross, Friedman, Ference, LLP a business entity form unknown; Darrin M. Ocasio, an individual; and does 1 through 100, inclusive court of record: District Court; Clark County, Nevada)
The Complaint, filed in Nevada, alleges multiple causes of action, including breach of contract and breach of fiduciary duty by Sichenzia Ross Friedman Ference and Mr. Ocasio.
Beyond Commerce is continuing the process of evaluating additional lawsuits against other parties involved that may have contributed to the destruction of more than $75 million of market value and damages to its shareholders and employees.
The flagship wholly owned subsidiary of Beyond Commerce was LocalAdLink, Inc. which was a leading advertising company in its market sector. Because of its market niche and explosive growth, LocalAdLink had significant momentum and growing market share but the company was allegedly destroyed by the nefarious acts of others.
CEO Robert McNulty stated that, "The damages that were caused by the recklessness and greed of others are enormous and beyond comprehension; however, I do believe that the parties involved will be found liable for damages to the company."
It means all of the companies have lost market value, while Acorn represented them.
Data taken from the Acorn website
GAIT LOST $110 million in market cap
CLPI LOST 23 million in market cap
ENRJ LOST $50 million in market cap
PLSB LOST $3.09 million in market cap
AIRW LOST $1.98 million in market cap
MMMS LOST $156 million in market cap
STVT LOST $22.69 million in market cap
MNGA LOST $1.0 million in market cap
PFIE LOST $113 million in market cap
ARTH LOST $.82 million in market cap
QRHC LOST $445.68 million in market cap
MEEC LOST $31.94 million in market cap
GOVX LOST $1.65 million in market cap
HPJ LOST $31.97 million in market cap
ADMP LOST $5.7 million in market cap
VYCO LOST $7.36 million in market cap
BGST LOST $6.8 million in market cap
IGT LOST $2.25 million in market cap
MSLP LOST $21.93 million in market cap
RCPI LOST .39 million in market cap
VLO LOST $2.43 Billion in market cap
NE LOST $.13 Billion in market cap
WFT LOST .75 Billion in market cap
IOC LOST .18 Billion in mark
Traded @ .19. Underwater.
MILLIONS OF SHARES BEING PRINTED, TOXIC Convertable Notes Payable being converted at .0025.
Since the beginning of the year 24,000,000 shares converted at .0025
Note holders converted $50,000-60,000 of debt into shares valued over $10,000,000
Shareholders being fleeced!
Buyer beware!
$292,000 of CONVERTABLE debt will add another 140,000,000 shares
RED FLAGS!!!! RED FLAGS!!!! RED FLAGS!!!! RED FLAGS!!!! RED FLAGS!!!!!!
MORE Inaccurate filings
https://www.otciq.com/otciq/ajax/showFinancialReportById.pdf?id=139168
-Balance sheet reports $-0- in Notes Payable, yet the notes section discloses $323,145.66. The 10-k reported $633,602
SUBSEQUENT EVENTS-5,790,000 Shares issued and not reported properly!
4. NOTES PAYABLE
In August 2002, the Company received a loan from an unrelated individual amounting to $180,000. Interest on this loan is $1,050 per month and payable monthly. The loan was due and payable on October 30, 2007. In May 2014, the Company issued a replacement convertible promissory note to the holder of this debt in the principal amount of $335,850, reflecting the principal and accrued interest of the August 2002 note payable through March 31, 2014. The convertible promissory note accrues interest at 6% per annum and permits the holder to convert principal and accrued interest, subject to a 9.99% ownership m, into shares or common stock at a conversion price of $0.0025 per share. On November 15, 2014, the Company received a conversion notice requesting the issuance of 5,081,734 shares upon conversion of $12,704.34 of the note’s outstanding balance, leaving a principle amount of $323,145.66. The Company issued out 5,081,734 shares on January 6, 2015. On April 6 2015, the Company received a conversion notice requesting the issuance of 5,790,000 shares upon conversion of $14,475.00 of the note’s outstanding balance, leaving a principle amount of $308,670.66. The Company issued out 5,790,000 shares on April16, 2015.
9. SUBSEQUENT EVENTS
NONE
MORE CONFICTING INFORMATION............ interesting the named Attorney!
9) Third Party Providers
Please provide the name, address, telephone number, and email address of each of the following outside providers that advise your company on matters relating to operations, business development and disclosure:
Legal Counsel
Name: RANDALL V. BRUMBAUGH
Firm: LAW OFFICE OF RANDALL V. BRUMBAUGH Address 1: 8780 19th STREET, SUITE 450
Address 2: ALTA LOMA, CA 91701
Phone: 626 429 9634
Email: rbrumbaugh@gmail.com
Accountant or Auditor Name: NONE
Investor Relations Consultant Name: NONE
Other Advisor: Any other advisor(s) that assisted, advised, prepared or provided information with respect to this disclosure statement.
Name: NONE
YUP, these in accurate financials are signed by the officers of the company.
10) Issuer Certification
The issuer shall include certifications by the chief executive officer and chief financial officer of the issuer (or any other persons with different titles, but having the same responsibilities).
The certifications shall follow the format below:
I, DONNA MIKKIN, CEO/PRESIDENT certify that:
1. I have reviewed this AMENDED QUARTERLY DISCLOSURE STATEMENT of BEVERLY HILLS GROUP, INC. FKA THE MOTION PICTURE HALL OF FAME, INC.;
2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and
3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement.
May 27, 2015 [Date]
/S/ DONNA MIKKIN [CEO’s Signature] CEO/PRESIDENT [Title]
I, GENE O’BRIEN, SECRETARY & TREASURER certify that:
1. I have reviewed this AMENDED QUARTERLY DISCLOSURE STATEMENT of BEVERLY HILLS GROUP, INC. FKA THE MOTION PICTURE HALL OF FAME, INC.;
2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and
3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement.
MAY 27, 2015 [Date]
/S/ GENE O’BRIEN [Signature] SECRETARY & TREASURER [Title]
CARO CAPITAL INTENDS TO SELL ITS SHARES. If the shares are restricted, Caro intends to sell them when they are registered. If the shares are freely tradeable, Caro intends to sell them. Caro affiliates, officers, directors and employees may buy and sell shares discussed in this report or any other communications and may profit in the event those shares rise in value. Caro may sell shares at any time.
Caro Capital signed an agreement with Beverly Hills Group Inc. to receive one million shares of the company’s common stock. Caro Capital is currently selling their shares.