I don't give people hell, I just tell them the truth and they think it's hell. H. Truman
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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."
NO CASH, NO REVENUES, NO ASSETS!
THIS WILL KILL ANY PROMOTION......
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.....
"Beverly Hills Group is extremely pleased that it is progressing so rapidly in auditing, confirming and incorporating its recent multiple acquisitions in Mexico." Aug 19, 2015.
Hummm.....
TICK TOCK.....
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.
breach of contract and breach of fiduciary duty
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."
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 orderedi to take the MPRE. The order took effect June 12, 2014.
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 orderedi 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.
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 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 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.
Management Service Agreement
In connection with the Purchase Agreement and the Company’s change in operational focus to developing the products related to the Cosmetic Assets, on October 1, 2014, the Company entered into a Management Services Agreement (the “Services Agreement”) pursuant to which it appointed Palm Desert Management Inc. as the services provider (the “Service Provider”) to provide certain advisory and consulting services to the Company. The Services Agreement expires (1) year after the date of the Services Agreement, with automatic yearly renewals on each anniversary date, for a maximum of five (5) years total; provided, however, that the Services Agreement may be terminated at any upon mutual agreement of the Company and the Service Provider. Under the Services Agreement the Service Provider agreed to provide the Company with business and organizational strategy, financial and investment management and advisory services, seek, screen and negotiate with management personnel, and perform such other tasks as the board of directors of the Company (the “Board”) or the Company officers may reasonably request from time to time, as well as investment, financial, strategic and corporate advisory services in connection with (i) the closing of operational transactions deemed advisable by the Board, and (ii) any other merger, acquisition, recapitalization, divestiture, financing, refinancing or other similar transaction in which the Company may be, or may consider becoming, involved (collectively, the “Services”). As consideration for the Service, the Company issued to the Service Provider an aggregate management fee, for the five years of Services contemplated by the Services Agreement, in an amount equal of fifty million (50,000,000) shares of Common Stock (the "Management Fee"). The first one-fifth of the Management Fee vested immediately with the Services Provider and the remaining amount is subject to claw back in the event the Services Agreement is terminated prior to its 5th anniversary. As a result of the issuance of the Management Fee, the Service Provider became the largest shareholder of the Company.
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.
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]
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."
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.
TICK TOCK.....
"Beverly Hills Group is extremely pleased that it is progressing so rapidly in auditing, confirming and incorporating its recent multiple acquisitions in Mexico." Aug 19, 2015.
Hummm.....
TICK TOCK.....
LMAO, " pre-paid phone, shipping, and more. "
If this a joke?
Really?
Seriously?
We're gunna be rich, this is huge!
LMAO, NOT!!!
TOXIC CONVERTIBLE NOTE!!!
This was quoted from the Caro Capital the IR firm website.
What is wrong or false?
"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."
All quoted from the financial statements....
So what is wrong or false?
"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. "
300Spartan, was this disclosed by the marketing company? The same IR firm that is currently selling shares. I don't see this in any company issued news releases.
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.
"It's a matter of when to stop being a bag holder."
THIS WILL KILL ANY PROMOTION......
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.
Up 100% in last 30 days!
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.
Management Service Agreement
In connection with the Purchase Agreement and the Company’s change in operational focus to developing the products related to the Cosmetic Assets, on October 1, 2014, the Company entered into a Management Services Agreement (the “Services Agreement”) pursuant to which it appointed Palm Desert Management Inc. as the services provider (the “Service Provider”) to provide certain advisory and consulting services to the Company. The Services Agreement expires (1) year after the date of the Services Agreement, with automatic yearly renewals on each anniversary date, for a maximum of five (5) years total; provided, however, that the Services Agreement may be terminated at any upon mutual agreement of the Company and the Service Provider. Under the Services Agreement the Service Provider agreed to provide the Company with business and organizational strategy, financial and investment management and advisory services, seek, screen and negotiate with management personnel, and perform such other tasks as the board of directors of the Company (the “Board”) or the Company officers may reasonably request from time to time, as well as investment, financial, strategic and corporate advisory services in connection with (i) the closing of operational transactions deemed advisable by the Board, and (ii) any other merger, acquisition, recapitalization, divestiture, financing, refinancing or other similar transaction in which the Company may be, or may consider becoming, involved (collectively, the “Services”). As consideration for the Service, the Company issued to the Service Provider an aggregate management fee, for the five years of Services contemplated by the Services Agreement, in an amount equal of fifty million (50,000,000) shares of Common Stock (the "Management Fee"). The first one-fifth of the Management Fee vested immediately with the Services Provider and the remaining amount is subject to claw back in the event the Services Agreement is terminated prior to its 5th anniversary. As a result of the issuance of the Management Fee, the Service Provider became the largest shareholder of the Company.
NO ONE IS FALLING FOR THIS BULLCRAP.
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.
.211 a share, no volume
ZERO, is the amount of shares that traded today.
Bid was .15 and Ask was .30 all day.
NOBODY IS BUYING INTO THIS NON SENSE!!!
EVERYONE IS AWARE OF THE MASSIVE DUMP OF CHEAP TOXIC CONVERTIBLE NOTES, .0025 SHARES.
Looks like more than just one is selling.
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.
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.
http://carocg.com/disclaimer/
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."
NO ONE IS FALLING FOR THIS BS.
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.
WARNING AS THIS 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.
MILLIONS OF SHARES BEING PRINTED, TOXIC CONVERTIBLE 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
No amount of paint is going to help this one.
Everyone sees it for what it is.....
TOXIC CONVERTIBLE NOTES!
No Revenues
No assets