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$MSTO Reg A Bad Actor Disqualification yet to be addressed:
The “bad actor” disqualification provisions contained in Rule 262 of Regulation A disqualify securities offerings from reliance on Regulation A if the issuer or other relevant persons (such as underwriters, placement agents, and the directors, officers and significant shareholders of the issuer) (collectively, “covered persons”) have experienced a disqualifying event, such as being convicted of, or subject to court or administrative sanctions for, securities fraud or other violations of specified laws.
a. Covered Persons
Understanding the categories of persons that are covered by Rule 262 is important because issuers are required to conduct a factual inquiry to determine whether any covered person has had a disqualifying event, and the existence of such an event will generally disqualify the offering from reliance on Regulation A.
"Covered persons" include: the issuer, including its predecessors and affiliated issuers directors, general partners, and managing members of the issuer executive officers of the issuer, and other officers of the issuers that participate in the offering 20 percent beneficial owners of the issuer, calculated on the basis of voting power promoters connected with the issuer in any capacity persons compensated for soliciting investors, including their directors, executive officers or other officers participating in the offerings, general partners and managing members.
b. Disqualifying Events
Under the final rule, disqualifying events include:
Certain criminal convictions
Certain court injunctions and restraining orders
Certain final orders of certain state and federal regulators
Certain SEC disciplinary orders
Certain SEC cease-and-desist orders
Suspension or expulsion from membership in a self-regulatory organization (SRO), such as FINRA, or from association with an SRO member
SEC stop orders and orders suspending the Regulation A exemption
U.S. Postal Service false representation orders
Many disqualifying events include a look-back period (for example, a court injunction that was issued within the last five years or a regulatory order that was issued within the last ten years). The look-back period is measured from the date of the disqualifying event—for example, the issuance of the injunction or regulatory order and not the date of the underlying conduct that led to the disqualifying event—to the date of the filing of an offering statement.
c. Reasonable Care Exception
The final rule provides an exception from disqualification when the issuer is able to demonstrate that it did not know and, in the exercise of reasonable care, could not have known that a covered person with a disqualifying event participated in the offering.
The steps an issuer should take to exercise reasonable care will vary according to particular facts and circumstances. A note to the rule states that an issuer will not be able to establish that it has exercised reasonable care unless it has made, in light of the circumstances, factual inquiry into whether any disqualification exists.
A reminder $MSTO CEO Josh went after the Tier 2 Reg A offering (despite its' dismal failure) and then placed this company in a position which regularly required Tier 2 companies are required to file: Annual reports on Form 1-K; Semi-annual reports on Form 1-SA; Current reports on Form 1-U; Special financial reports on Form 1-K and Form 1-SA; and Exit reports on Form 1-Z.".
1-SA 08/17/2022 06/30/2022
1-K 06/24/2022 12/31/2021
1U ??
What is a 1U: SEC Form 1-U is a uniform statement of purpose form that companies must file in order to report fundamental changes to a company. The form is used, for example, to report the application or declaration of an issue or sale of securities, an acquisition, bankruptcy, or sale of assets.
You remember on the last Q he stated a Reg A stock sale at the wrong pps....
Ref: Masterbeat Corp., a Delaware corporation (the “Company,” “Masterbeat,” “we,” “us,” and “our”), is offering up to 1,000,000,000 shares (“Shares”) of its common stock, par value of $0.0001 per share (“Common Stock”) on a “best efforts” basis without any minimum offering amount pursuant to Regulation A promulgated under the Securities Act of 1933, as amended (the “Securities Act”), for Tier 2 offerings (the “Offering”). The offering price per share of Common Stock will be priced at $0.001 per share upon qualification of the Offering Statement of which this Offering Circular is a part by the United States Securities and Exchange Commission (“SEC”). See “SECURITIES BEING OFFERED” of this Offering Circular for more information.
This is a public offering of up to $10,000,000 in shares of Common Stock of Masterbeat Corp. at a price of $0.001.
Yes the securities attorney is needed. However, we think CEO Josh primary goal at this point is to catch up with the paperwork. Please note we have made several suggestions and provided contact information for an easy followup to him without a response. Therefore, a question to ask is why is there no attorney of record. We contacted the prior one and he seemed disinterested and did not want to carry on the dialog. However, we think a primary reason is the numbers just don't match and there are misstatement on the Qs. How is it that he has not even submitted an amendment to the last Q for the "oversight" of the Reg A pps? That is a rookie mistake and easily corrected yet it remains as is. Further, the attorney provides an opinionated response in essence that the items reviewed are true and correct. We have made countless attempts to him beyond our original dialog to bring these issues to the forefront and yet the response is none. Personally I could run this company blind folded - and the first on the list to get the boot is you know who. That dude has flooded this company with wasted diluted stock. CEO Josh knew better than that in their MINE hustle. There is an entire dialog one could write but the bottom line CEO Josh will have to do some house cleaning to get the long term retail traders involved to sustain the company and an attorney on board. CEO Josh didn't even bother to post a tweet about the Hurricane and the proximity of the properties.
0.0007 0.00 (0.00%) Volume: 2,440,030
$MSTO
Masterbeat Corporation (PK)
Day Range: 0.0006 - 0.0007
Bid: 0.0006
Ask: 0.0007
Last Trade Time: 3:50:21 PM EDT
Total Trades: 7
0.0007 0.00 (0.00%) Volume: 28,006
$MSTO
Masterbeat Corporation (PK)
Day Range: 0.0006 - 0.0007
Bid: 0.0006
Ask: 0.0008
Last Trade Time: 12:36:00 PM EDT
Total Trades: 2
...and will you look at that: $0006 just 5 tics away from the old toxic lenders price. We have watched this stock drop from $.06 to $.0006 with the same head of household.
$MSTO
Masterbeat Corporation (PK)
0.0007 0.00 (0.00%) Volume: 19,651,096
Day Range: 0.0006 - 0.0007
Bid: 0.0006
Ask: 0.0007
Last Trade Time: 3:59:13 PM EDT
Total Trades: 19
0.0008 0.0001 (14.29%) Volume: 94,372,193
$MSTO
Masterbeat Corporation (PK)
Day Range: 0.0007 - 0.001
Bid: 0.0007
Ask: 0.0008
Last Trade Time: 3:59:53 PM EDT
Total Trades: 130
$MSTO Thanks for the PR. CEO Josh you said "Ground has been broken and is (in) the process of having all the underground electrical and plumbing installed." BUT the permit says "Residential Driveway Connection" we checked with the county planning department to confirm the updates on the permit and the system is current. Oh we see it now... you said: "process of having" ....
UPDATE: $MSTO On June 07, 2021 , SBQ announced the purchased of a tract of land in Navarre Beach, Florida for $365,000 to build another upscale Beach Vacation Home. Ground has been broken and is the process of having all the underground electrical and plumbing installed. The pilings have been delivered, and all the lumber, trusses, windows, and appliances have been ordered. The Navarre property is listed for $3.75 million dollars and will be similar in size and style as the recently sold Santa Rosa Rolling Dunes property, which sold for $4.25 million and was the first of multiple custom 5,000 sq. ft. vacation style homes that SBQ will be constructing throughout the Florida Panhandle . The Navarre property will be an 8-bedroom, 8.5 bathroom, 3 story structure with a rooftop deck, and an elevator. The property will be able to sleep multiple families, will include a private resort-style pool with a hot tub, fire pit and much more.
Rented Inc. , recently listed the Florida Panhandle as the best location for investors to purchase vacation rental homes. Florida's northwest Gulf Coast ranked #1 on the new "100 Best Places to Buy Vacation Rentals." The report was compiled by Rented Research and Weiss Analytics ranking destinations by the cost of ownership, short-term revenue potential, acquisition cost, annual appreciation, and projected changes in asset value. The new 2020 report determined that Florida's Panhandle offers the best returns on vacation home investments over "Every Other Market" in the United States and has an index score of 98.7 out of 100. The Florida Panhandle has emerged as the clear winner as the top vacation-home investment area in the United States . See more at www.inman.com/2020/07/20/florida-is-the-no-1-state-to-purchase-a-vacation-rental/.
About MasterBeat Corp.
MasterBeat Corporation (OTC:MSTO), incorporated under the laws of Delaware , is a publicly traded company specializing in hard, tangible asset acquisitions with an intense focus on real estate, precious metals, and other tangible assets. The company believes its progressive approach to an old school model, especially in this market based on fragile earnings multiples and uncertainty, to acquire hard, tangible assets will not only offer long term capital appreciation but also deliver revenues, profits, and self-sustainability.
www.masterbeatcorp.com info@masterbeatcorp.com
Safe Harbor Statement
This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934 that are based upon current expectations or beliefs, as well as a number of assumptions about future events. Although we believe that the expectations and assumptions upon which they are based are reasonable, we can give no assurance that such expectations and assumptions will prove to have been correct. Some of these uncertainties include, without limitation, the company's ability to perform under existing contracts or to procure future contracts. The reader is cautioned not to put undue reliance on these forward-looking statements, as these statements are subject to numerous factors and uncertainties, including without limitation, successful implementation of our business strategy and competition, any of which may cause actual results to differ materially from those described in the statements. We undertake no obligation and do not intend to update, revise or otherwise publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of any unanticipated events. Although we believe that our expectations are based on reasonable assumptions, we can give no assurance that our expectations will materialize. Many factors could cause actual results to differ materially from our forward-looking statements.
Contact:
Josh Tannariello 561-570-7050 josh@masterbeatcorp.com
SOURCE: MasterBeat Corporation
View source version on accesswire.com: https://www.accesswire.com/717040/MasterBeat-Corporations-SBQ-Holdings-LLC-Update-on-Navarre-Beach-Florida-Property
Thanks. We are hopeful the $MSTO Baird project application and permit process will finish up sometime in Oct-Nov that should give us a Q3 2023 completion date with some good fortune.
$MSTO pps will probably hover around the trips for awhile even on volume until the RE updates. Currently both builds are status quo as of this morning.
Navarre:
For Sale $3,750,000 Est. 8 bed 8.5 bath 4,600sqft 4,600 square feet 0.32acre lot 0.32 acre lot 7944 Gulf Blvd, Navarre Beach, FL 32566 Property Type Single Family Time on realtor.com 109 Days Price per sqftPrice per square feet $815 Year Built
Baird:
Permit #: BPR21-002777 Project #: 21-006436 Status: Waiting on Applicant Balance Due: $0.00 Address: Description: lot 35 baird rd
0.0008 -0.0001 (-11.11%) Volume: 2,412,412
$MSTO
Masterbeat Corporation (PK)
Day Range: 0.0008 - 0.0008
Bid: 0.0008
Ask: 0.0009
Last Trade Time: 3:59:18 PM EDT
Total Trades: 9
During the RE gap $MSTO CO Josh could spend some useful time chasing down a securities counsel. They are fairly easy to find and would guess it's a matter of initial cost and retainer. We will keep a look out on the two builds as they move thru the system.
CEO Josh needs the money for the $MSTO projects - the only way he is getting that money is by giving (.0001) diluted shares to the previous toxic lender and current holder of way too many discounted shares. We have hypothesized in the past there is a circle of evolutionary dollars flowing on a budgetary basis (e.g., CEO Josh sells cheap .0001 shares to Eric, he then sells into the retail market (.0008-.0010) then proceeds are split on the back end) in which this theory has been discussed in past posts.
While we set aside the CDEL to CDEL trades they do offer liquidity into the diluted share sales. When one reads the Qs the paper trail speaks for itself. Although CEO Josh has been a slick cookie at commingling the numbers we have pointed out on many occasions that too will get sorted out thru audits and future qualified interests (although we doubt that will happen).
For now we are in an RE gap with Navarre on the market for 108 days selling into a soft market in that area with an expectation it will sit there for up to 6 months or more and the Baird project status still shows "waiting on applicant" as of this morning. The later project may take another month or two to finish the permit and application process with the county and then another 8-12 months of build time depending on internal and external factors (e.g., cash flow - COC issues / weather, etc.). We do not expect much movement (uptick of the pps) until the first two weeks of November when Q3 arrives or earlier if the Baird applications are completed and approved.
0.0009 0.00 (0.00%) Volume: 17,078,335
$MSTO
Masterbeat Corporation (PK)
Day Range: 0.0008 - 0.0009
Bid: 0.0008
Ask: 0.0009
Last Trade Time: 3:59:28 PM EDT
Total Trades: 24
0.0009 -0.0001 (-10.00%) Volume: 8,546,859
$MSTO
Masterbeat Corporation (PK)
Day Range: 0.0008 - 0.0009
Bid: 0.0008
Ask: 0.0009
Last Trade Time: 1:58:11 PM EDT
Total Trades: 14
0.001 0.00 (0.00%) Volume: 35,300
$MSTO
Masterbeat Corporation (PK)
Day Range: 0.0009 - 0.001
Bid: 0.0009
Ask: 0.001
Last Trade Time: 2:48:06 PM EDT
Total Trades: 4
0.0009 0.0001 (12.50%) Volume: 858,545
$MSTO
Masterbeat Corporation (PK)
Day Range: 0.0008 - 0.001
Bid: 0.0008
Ask: 0.0009
Last Trade Time: 3:50:42 PM EDT
Total Trades: 38
0.0008 -0.0002 (-20.00%) Volume: 4,921,179
MSTO
Masterbeat Corporation (PK)
Day Range: 0.0008 - 0.001
Bid: 0.0008
Ask: 0.0012
Last Trade Time: 3:49:26 PM EDT
Total Trades: 25
$MSTO based on the recent wetlands submission that should clear some Federal requirement hurdles and move the project along. CEO Josh will have the following:
APPROXIMATE ACREAGES
UPLANDS: 0.35 ACRES
WETLANDS: 0.14 ACRES
Works out to 1/3 of an acre to build and that should be plenty...
0.001 0.00 (0.00%) Volume: 1,680,446
MSTO
Masterbeat Corporation (PK)
Day Range: 0.0009 - 0.001
Bid: 0.0009
Ask: 0.001
Last Trade Time: 3:59:16 PM EDT
Total Trades: 19
0.001 0.00 (0.00%) Volume: 1,493,000
MSTO
Masterbeat Corporation (PK)
Day Range: 0.0009 - 0.001
Bid: 0.0009
Ask: 0.001
Last Trade Time: 2:33:20 PM EDT
Total Trades: 10
Current $MSTO float shows 565,462,515 as of 08/17/2021 however we think it should read: 1,118,089,590 or almost double the amount it shows now. Remember, "This figure is derived by taking a company's outstanding shares and subtracting any restricted stock, which is stock that is under some sort of sales restriction."
Outstanding Shares 1,150,434,915
Restricted 32,345,325
$MSTO SECURITY DETAILS
Share Structure Market Cap Market Cap 1,150,435 9/01/2022
Authorized Shares 3,000,000,000 09/01/2022
Outstanding Shares 1,150,434,915 09/01/2022
Restricted 32,345,325 09/01/2022
Unrestricted 1,118,089,590 09/01/2022
Held at DTC 983,321,563 09/01/2022
Float 565,462,515 08/17/2021
Par Value No Par Value
0.001 0.00 (0.00%) Volume: 7,350,000
MSTO
Masterbeat Corporation (PK)
Day Range: 0.0009 - 0.001
Bid: 0.0008
Ask: 0.0012
Last Trade Time: 2:08:21 PM EDT
Total Trades: 23
$MSTO Baird Rd build status has changed from HOLD to ONLINE APPLICATION RECEIVED. The county review process is in motion.
Permit #: BPR21-002777
Project #: 21-006436
Status: Online Application Received
Balance Due: $0.00
Address:
Description: lot 35 baird rd
0.001 0.0001 (11.11%) Volume: 1,860,000
MSTO
Masterbeat Corporation (PK)
Day Range: 0.0009 - 0.001
Bid: 0.0008
Ask: 0.001
Last Trade Time: 3:39:50 PM EDT
Total Trades: 12