I don't give people hell, I just tell them the truth and they think it's hell. H. Truman
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California Bar Journal Discipline Summaries
Summaries from the California Bar Journal are based on discipline orders but are not the official records. Not all discipline actions have associated CBJ summaries. Copies of official attorney discipline records are available upon request.
June 12, 2014
GENE EDWIN O’BRIEN [#99524], 63, of Palm Desert, was suspended for one year, stayed, placed on two years’ probation with an actual 30-day suspension and ordered to take the MPRE. The order took effect June 12, 2014.
The State Bar Court found O’Brien culpable of four counts of misconduct in a single client matter: failing to perform legal services with competence, communicate, return unearned fees or to account. In August 2010, a woman hired O’Brien to file a lawsuit against her lender for predatory lending. The following month, she hired him to file another action against her niece in a real estate fraud matter. She paid O’Brien $10,000 to handle both matters.
In March 2011, the client emailed O’Brien asking for an update on the matters, but got no response. Over the next few months, she called him 33 times seeking an update on the lawsuits and left several voicemail messages. In August 2011, she met with O’Brien, who told her he would file the lawsuits the following month. He never did.
O’Brien made several other promises to file the lawsuits and even brought in a second attorney who is an expert in predatory lending practices, but did not file anything on her behalf in 2012.
In 2013, after the State Bar filed a notice of disciplinary charges against him, O’Brien filed an action in San Bernardino County Superior Court. On June 22, 2013, he refunded the $5,000 his client paid for the legal action against her niece.
BHGI has ONLY signed an agreement with an investment banking firm to assist in raising capital.
THEY HAVE NOT SECURED FINANCING!
The investment banker has struck out on 3 previous deals
"The investment banking firm was founded in 1925, is one of the oldest in the United States, a member of the New York Stock Exchange, and a full service broker-dealer. The firm manages two Morningstar rated funds with over $2.8 billion dollars of retail accounts, nearly 100 registered representatives and 20 investment advisors in six different offices."
ERFB .0002, $30,000,000 FAIL!
FONC .0011 $20,000,000 FAIL!
MLHC .0002 $30,000,000 FAIL!
All 3 are current fails.
AND
BHGI has A TOXIC CONVERTIBLE NOTE!
"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."
Hopes and Dreams just don't cut it, as reflected by the volume.
Everyone see right through the promotion and recognizes the effects of TOXIC CNVERTIBLE NOTES
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.
WARNING: Hurricane Patricia to wipe out BHGI assets, delay of audit process. Hurricane Patricia could feature 200 mph winds and cause 39-foot waves across Mexico's coast as the U.S. National Hurricane Center calls it "the strongest hurricane on record."
BHGI shareprice suffering, setting new lows. All shareholders are underwater since trading began.
Trying to promote $4.75 million in revenues and $35 million in bloated Mexican Real Estate.
Even if it was so, it doesn't make any $$$
Is a pump n dump scam
All about the TOXIC CONVERTIBLE NOTES.
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.
NOBODY IS BUYING INTO THIS NON SENSE!!!
EVERYONE IS AWARE OF THE MASSIVE DUMP OF CHEAP TOXIC CONVERTIBLE NOTES, .0025 SHARES.
ROFLAMO, referencing another loser, ONCS. What a joke!
That ticker raised money at $14-18a share, now trading at $4.
HUMMMM, BHGI traded at 1.17, now trades at .31, in just 3 short months!!!
FYI,
Equity Financing of ONCS
June 2014 Public Offering
On June 6, 2014, we closed a registered public offering of an aTo ggregate of 1,126,761 shares of our common stock and warrants to purchase an aggregate of 394,367 shares of common stock for gross proceeds to us of approximately $16.0 million (the “June 2014 Public Offering”). The warrants issued to purchasers have an exercise price of $18.00 per share, are exercisable immediately upon issuance, and have a term of exercise equal to five years from the date of issuance of the warrants. After deducting for fees and expenses, the aggregate net proceeds from the sale of the common stock and the warrants in the June 2014 Public Offering were approximately $14.9 million. In connection with the June 2014 Public Offering, we paid placement agent fees consisting of (i) a cash fee equal to 6% of the gross proceeds of the offering, as well as a non-accountable expense allowance equal to 1% of the gross proceeds and (ii) warrants to purchase up to an aggregate of 6% of the aggregate number of shares of common stock sold in the offering, or 67,606 shares of our common stock (the “June 2014 Placement Agent Warrants”). The June 2014 Placement Agent Warrants have substantially the same terms as the warrants issued to the purchasers in the June 2014 Public Offering, except that such warrants expire on May 12, 2019. The Placement Agent Warrants were classified as equity with a fair market value of $631,707 recorded in our consolidated balance sheet.
The FACT REMAINS BHGI is loaded down with a TOXIC CONVERIBLE NOTE. IT IS THE BOAT ANKOR AND A SINKING SHIP, despite its attempts to be associated with quailty. ITS A BIG SMOKE SCREEN!!!
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.
Trying to promote $4.75 million in revenues and $35 million in bloated Mexican Real Estate.
Even if it was so, it doesn't make any $$$
Is a pump n dump scam
All about the TOXIC CONVERTIBLE NOTES.
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
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.
22,500 sell vol
1000 on the buy side.
Such bullcrap. I know of one of the top of my head ROIL Richfield Oil and Gas.
This is just another effort to prop up the FAILING SHAREPRICE.
NO ONE IS BUYING THE POS WITH THE TOXIC CONVERTIBLE NOTE
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.
They have issued 24 million shares, 31% of the shares in exchange for the TOXIC CONVERTIBLE NOTES. Even though they have a 9.99% ownership limitation. OBVIOUSLY, They have transferred these shares out to non-disclosing paid promoters so they can issue more shares every 90 days. Another 7,230,000 shares issued this month!!!
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.
Looks like every shareholder is underwater since trading began 3 months ago.
Elevator going down, basement.
Weeeeee Fantastic Opening!
SHOWING RED
.26 on 7500 shares.
RED ALERT! RED ALERT! RED ALERT! RED ALERT!!!
THIS STOCK IS A BIG SCAM.
HUGE PROMOTION GOING ON.
BEWARE! BEWARE! BEWARE!
THOSE PESKY CONVERTIBLE NOTES PAYABLE BEING CONVERTED AT .0025 A SHARE. MILLIONS BEING CONVERTED!!! OVER 24.4 MILLION SHARES SINCE JANUARY 2015.
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 Aug 7, 2015 ANOTHER 7,230,000 shares issued!
THIS IS A SCAM!
BHGI is down 22.5% on reported news, LMAO. THIS IS A JOKE!
Buyer BEWARE!
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.
The TRUTH is we really only traded 45,600 shares.
42k were sell trades and only 3k were buys.
It would be nice if we could actually see the facts, not hopes, wishes and dreams.
Realistically, this stock is going nowhere, unfortunately it was loaded with a TOXIC CONVERTIBLE NOTE and the GREED of the note holder has converted over 24 MILLION SHARES.
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.
And another 7,230,000 shares in August 2015.
Elevator going down. Bottom floor.
On 100 SHARES, ROFLMAO.
Looks like later, if ever. No volume.
BHGI at .25
LMAO, not sure that will ever happen here.
What is happening.....
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
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.
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.
BHGI has no cash, no revenues, no assets. How "will" they provide investment capital?
How are they going to provide investment capital when they have nothing to offer....no cash, no revenues, no assets.
300Spartan, it doesn't say if, when or will....IT SAYS THEY ARE CURRENTLY SELLING SHARES
"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."
This is straight from their website!
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.
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.
RED ALERT! RED ALERT! RED ALERT! RED ALERT!!!
THIS STOCK IS A BIG SCAM.
HUGE PROMOTION GOING ON.
BEWARE! BEWARE! BEWARE!
THOSE PESKY CONVERTIBLE NOTES PAYABLE BEING CONVERTED AT .0025 A SHARE. MILLIONS BEING CONVERTED!!! OVER 24.4 MILLION SHARES SINCE JANUARY 2015.
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 Aug 7, 2015 ANOTHER 7,230,000 shares issued!
THIS IS A SCAM!
LMAO. LOOK AT THE VOLUME!
This is a FAILED PROMOTION.
Seriously? .399. A whopping 186 shares
5 nasd 0.3999 186
4 nasd 0.33 3,700
3 nasd 0.3101 400
2 nasd 0.3101 10,000
1 nasd 0.3101 2,500
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.
Anyone try using this website...www.bhgi.us......it doesn't work.
Humm, found this in the latest financials
Address of the issuer’s principal executive offices
Company Headquarters
Address 1: 8780 19th St. Suite 450
Address 2: Alta Loma, CA 91701
Phone: 626-429-9634
Email: INFO@BHGI.US
Website(s): www.bhgi.us
ALL THE SIGNS OF A FAILED PROMOTION AND SCAM
LOADED WITH TOXIC CONVERTIBLE NOTE!
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.
RED ALERT! RED ALERT! RED ALERT! RED ALERT!!!
THIS STOCK IS A BIG SCAM.
HUGE PROMOTION GOING ON.
BEWARE! BEWARE! BEWARE!
THOSE PESKY CONVERTIBLE NOTES PAYABLE BEING CONVERTED AT .0025 A SHARE. MILLIONS BEING CONVERTED!!! OVER 24.4 MILLION SHARES SINCE JANUARY 2015.
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 Aug 7, 2015 ANOTHER 7,230,000 shares issued!
THIS IS A SCAM!
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.
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.
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.