I don't give people hell, I just tell them the truth and they think it's hell. H. Truman
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SOLID CORE OF INSTITUTIONAL OWNERSHIP!
371,898,564 Shares held by institutions
Total Institutions: 350
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.
Caro Capital and Crown Alliance Capital were given 2,000,000 shares
CONSULTING AGREEMENT
THIS AGREEMENT (the “Agreement”) is made and entered into as of this 14th day of May 2013 by and between Caro Capital, LLC., a Florida corporation, with offices at 220 Congress Park Drive, Suite 303 Delray Beach FL 33445 (''Caro' or the “Consultant”), and Crown Alliance Capital Limited, a Nevada corporation, with offices at 2985 Drew Road, Suite 217, Mississauga, ON L4T 0A4, Canada (“CACL” or the “Company” (together the “Parties”).
WHEREAS, Consultant is in the business of providing services for management consulting business advisory shareholder information and public relations:
WHEREAS, the Company deems it to be in its best interest to retain Consultant to render to the Company such services as may be needed: and
WHEREAS, the Parties desire to set forth the terms and conditions under which Consultant shall provide services to the Company
NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained and other valid consideration receipt of which is hereby acknowledged the Parties agree as follows:
Term of Agreement
The Agreement shall remain in effect from the date hereof through the expiration of a period of six months from the date hereof (the “Term”), and thereafter may be renewed upon the mutual written consent of the Parties.
Nature of Services to be rendered
During the Term and any renewal thereof: Consultant shall use its best efforts to: (a) provide the Company with corporate consulting services in connection with introductions to other financial relations companies and other financial services: (b) contact the Company’s existing shareholders, responding in a professional manner to their questions and following up a appropriate; and (c) introduce the Company to various securities dealers, investment advisors, analysts, funding sources and other members of the financial community with whom it has established relationships, and generally assist the Company in its efforts to enhance its visibility in the financial community (collectively the “Services”). It is acknowledged and agreed by the Company that Consultant carries no professional licenses, and is not rendering legal advice or performing accounting services, nor acting as an investment advisor or brokerage/dealer within the meaning of the applicable state and federal securities laws. The Services of Consultant shall not be exclusive nor shall Consultant be required to render any specific number of hours or assign specific personnel to the Company or its projects, however it is anticipated and agreed upon by both parties that considerable time and resources will be required to fulfill the obligations to the Company under this agreement.
Disclosure of Information
Consultant agrees as follows:
The Consultant shall NOT disclose to any third party any material non-public information or data received from the Company without the written consent and 'approval of the Company other than :(i) to its agents or representatives that have a need to know in connection with the Services hereunder; provided such agents and representatives have a similar obligation to maintain the confidentiality of such information: (ii) as .may be required by applicable law: provided. Consultant shall provide prompt prior written notice thereof to the Company to enable the Company to seek a protective order or otherwise prevent such disclosure: and (iii) such information as becomes publicly known through no action of the Consultant, or its agents or representatives.
Compensation
The following represents the compensation to be received by the Consultant in connection with rendering the Services hereunder.
During the Term of this Agreement, the Company will pay to the Consultant the sum of two thousand ($2,000.00) dollars per month: Upon execution of the Agreement, the Consultant shall purchase and the Company will issue to the Consultant 2,000,000 shares of the Company's restricted common stock (symbol: SNPD) for a total purchase price of $2,000.00 (the Restricted Stock"') as per the Investment Representation Letter ( incorporated by reference into the Agreement and attached as Addendum A).
That's because they don't need it!
Over $7.1 Million in cash, $48 million in assets, AND NO DEBT!
10 BILLION IN ASSETS, 4 BILLION IN EQUITY
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 long enough ago that the holding period requirements of Rule 144 have been satisfied. The holding period, as you may know, for Rule 144 is one year for Pink Sheet companies and six months for OTC BB and other SEC registered companies.
Now we can consider what this means to the company and the holder of the aged debt. Aged debt usually trades at a discount to face value. Suppose you can buy $348,000 of aged debt for $348,000. If it converts into stock at $0.0025 and the stock rises in the market to 0.45 per share, you can convert into 139,200,000 shares. At forty-five cents per share, this is worth $62,640,000 you paid $348,000. Hmmm......
What this means to a shareholder of the company's stock who is hoping for appreciation is that there is going to be a ton of stock on the market keeping the price down. So be sure to look for convertible debt when you do your stock picking. You will find that the existence of this debt is not often featured to stock buyers by stock promoters. They try to hide this. So in addition to all the enormous dangers of speculating in penny stocks, we have this one.
When converting the aged debt, the debt holder is careful to convert only a portion of the debt at any one time so he does not go to 10% of the outstanding and become a control person. However, he can convert and sell and convert and sell and convert and sell and never go over 10% and still dump all the stock he can convert into. If the debt holder goes over 10% of the outstanding, he will be considered to be an insider and subject to limitations on the volume of stock that can be sold, like 1%, and limits on the manner of sale.
You will see OTC shells advertised for reverse mergers that feature aged debt as one of the sales features of that shell.
However, here is where the aged debt players can make a fatal mistake. If one promoter buys control of the reverse merger public shell, and also buys the aged debt at the same time, then he is an insider as he has control. This limits what he can sell under Rule 144. If the promoter uses the aged debt himself, or then gives or sells the aged debt to someone else, the debt is subject to the holding period rules of Rule 144 and the holding period starts to run from the time of the transfer to the associate, not the date of creation of the debt. The promoter may overlook this point either because of ignorance of the law or by deliberately violating the law.
The same problem exists if the debt was in the hands of an insider or affiliate. The holding period for the new buyer starts when the affiliate sells the stock to the new buyer who is not an affiliate.
If another party independent of the promoter bought the debt, and the previous debt holder was not an insider, then the buyer could tack the holding period of the previous holder. Assuming the previous holder had the aged debt for more than a year, the new buyer would have satisfied the holding period rules of Rule 144.
A greedy promoter may give the debt to an associate who will secretly sell the stock and give the proceeds of that sale to the promoter. This is a violation as a false name of the owner was used and because the stock would be attributed to the promoter whose holding period started when he bought the shell and who is subject to the volume and manner of sale restrictions of Rule 144.
Another problem that these promoters run into is that they seem to think that any debt can be converted into stock. Typically an OTC shell company winds up as a shell with some debts. One of these debts is almost always back salary to the company president who was not taking pay because of the bad condition of the company. However, this is a straight debt, not a convertible debt. Thus it cannot be magically transformed into immediate stock. In order to use this, the directors would have to exchange it for a convertible note and the holding period for the note for Rule 144 purposes will start when the conversion feature is created. Straight debt is not a security for these purposes.
Also as all 144 stock has to be paid for in full to start the holding period, debts created for services have to have all of the services fully performed before the stock or securities are fully paid for and the holding period started.
As some unscrupulous characters may attempt to “age” the debt by simply forging and backdating, I recommend that you take your convertible notes to a notary who can certify as to the date it was created and who signed it. Then you will be able to prove your aged debt is legitimate.
One final point, Rule 144 is a tool to allow investors to sell their stock. It is not a rule for financing the company. If you are the company, do not make a deal with a seller of 144 stock to put the proceeds of his sales into the company.
Caro Capital intends to sell its shares. If the shares are restricted, Caro intends to sell them when they are registered. If the shares are freely tradeable, Caro intends to sell them. Caro affiliates, officers, directors and employees may buy and sell shares discussed in this report or any other communications and may profit in the event those shares rise in value. Caro may sell shares at any time.
Caro Capital signed an agreement with Beverly Hills Group Inc. to receive one million shares of the company’s common stock. Caro Capital is currently selling their shares.
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.
NOT LOOKING GOOD...... .35 on 25,100 shares.
Most want Green, Looking pretty RED
About 20% RED
so without anyone painting the close today....we ended down another 9 cents (20%)....
.35 close, bid .30, ask .40 on average volume of 25,000 shares.
Who's in charge of the paint?
.... And they have been disclosed in the Qs and K
See Note 4
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.
I don't care what it's called, BOTH ARE TOXIC!
The debt is being converted at sub-penny .0025, the $$$ are NOT GOING TO THE COMPANY TO BUY ASSETS! The cash is being paid to the note holders! SCAMMING INVESTORS!
Aged Convertible Debt
This is one of today’s regulatory hot topics, and for good reason. In the past year, regulators have uncovered several cases where “aged debt” was fabricated and used to sell unregistered “free-trading” shares into the marketplace. The scam essentially amounts to printing free money, and is harmful not only to innocent investors but also to the integrity of the stock markets.
While aged debt conversions in and of themselves are not necessarily wrong, we simply want to caution our clients that aged debt conversions can be red flagged in our industry by regulators, depository institutions, and compliance officers. Issuers should proceed with caution and only under the advice of quality legal counsel specializing in securities law.
Tips and Useful Information about Aged Convertible Debt:
Keep in mind that debt starts to “age” under Rule 144 when it can be converted into common stock. If a convertible feature is built into the original debt instrument, such as a convertible note, the debt is said to be “aging”. If the original debt instrument is not convertible, it is not “aging”.
It goes without saying that all debt should be carefully recorded on your books from inception, and copies of any notes, assignments, and conversions should be kept on file.
Just because an attorney is willing to write a legal opinion about convertible debt, doesn’t mean the conversion or subsequent resale is proper. It is best to have the issuer’s retained legal counsel review the facts careful to form an opinion on whether or not the provisions of Rule 144 have been met. Outside counsel may not be aware of all the facts and circumstances surrounding the debt origination or conversion.
If you do opt for outside counsel to write a legal opinion, ensure the attorney is qualified and knowledgeable in this area. A simple way to differentiate between a quality securities attorney and a letter-printing droid is to gauge how much due diligence he performs prior to writing the opinion. An opinion is only worth the work and expertise put into it. If he doesn’t ask you for any supporting paperwork – yikes.
If you are contacted by a party interested in purchasing aged convertible debt, carefully consider your options and consult with your legal counsel. Not all that glitters is gold.
Legal Disclaimer
The information contained herein is general in nature, is not legal advice, and should not be treated as such. You must not rely on the information here as an alternative to legal advice from your attorney or other professional legal services provider.
40 days and counting....
"Aug 19, Beverly Hills Group is extremely pleased that it is progressing so rapidly in auditing....."
LMAO, REALLY 40 days to audit $4.75 million in revenue. Sounds like lots of issues......
I mean really, 150 employees, 4.75 million in revenues....that's like $31,000 sale/employee ratio.
OMG, GOOD LUCK FINDING $10 million in funding. OH WAIT, I almost for got about the TOXIC CONVERTIBLE NOTES, 24 million shares converted on $60,000 of debt, shares valued at over $10,000,000.
Hummm...
You're WRONG! MILLIONS OF SHARES HAVE BEEN CONVERTED AT .0025 A SHARE.
See every Q and K dating back to JULY 2014.
Only a small portion of the note has been converted into 24 MILLION SHARES.
THAT IS A TOXIC CONVERTIBLE NOTE!
Yeah, even one of the officers failed to perform his responsibilities and got sued, even lost his right to practice law....
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.
IT IS TOXIC DEBT! "The Company received a loan from an unrelated individual"
BHGI will and HAS ALREADY ISSUED MILLIONS OF SHARES! The unrelated individual receives the shares, the company got the 180,000 back in 2002!
"In August 2002, the Company received a loan from an unrelated individual amounting to $180,000."
OVER 24 million shares converted, in exchange for $60,000 of debt, BHGI still has $272,000 on the books.
One of our primary focuses in 2014 and 2015 has been to reduce costs throughout the organization, through a number of internal initiatives. Our efforts have proven successful, and our lease operating expenses in the second quarter of 2015 were less than $20 per BOE, the lowest per-BOE level in nearly three years.
"During the second quarter of 2015, we entered into new oil hedging positions covering the second and third quarters of 2016 in order to provide more certainty to our future cash flows in those quarters."
Looks like they are covered until 2016!
Just wondering if this was read before making comments or if it was just not understood how the company protects its cashflow.....
Debt limits were just reaffirmed in May 2015, reduced to 2.6 Billion from 3.0 Billion. All ready accounted for the price of oil reduction. Good for another year!
"Borrowing base redeterminations under our Bank Credit Agreement occur annually, and with the first such redetermination having been completed in early-May 2015, our next scheduled redetermination is set for May 2016. However, the lenders may, at their election, request one interim redetermination between annual scheduled redeterminations. In connection with the borrowing base redetermination completed in early-May 2015, we elected to maintain our aggregate lender commitments at $1.6 billion; however, due to a reduction in oil prices used by our lenders in determining the borrowing base value of our proved reserves attributable to our oil and natural gas properties, our borrowing base was reduced from the previous level of $3.0 billion to $2.6 billion. Because we continue to maintain a significant cushion between our borrowing base and the aggregate lender commitments, and because we had significant availability with respect to our aggregate lender commitments as of June 30, 2015, this borrowing base reduction has no impact on our liquidity."
Is this the same law firm? Wow, breach of contract and 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."
ACTUALLY skibum2k, it is BHGI DEBT! Management renegotiated the debt to a TOXIC CONVERTIBLE NOTE in JULY 2014. The shell had a fixed note, $1050 a month payment.
So the alternate example presented, says that company issued 3,962,075 shares for $409,858 in notes. BHGI ISSUED 24,416,934 SHARES in exchange for $61,042 in TOXIC CONVERTIBLE NOTES.....
BHGI STILL HAS $282,000 in NOTES DUE!
I would bet BHGIs current liabilities of $542,000 are converted to another TOXIC CONVERTIBLE NOTE before its all over!
I find it amazing the company did not have $348,000 to pay off this debt, yet they are actively trying to raise $10 million.
REMEMBER THE 1.0 BILLION CUSHION, 1.0 BILLION IN AVAILABLE CREDIT!
Bank Credit Facility. Borrowing base redeterminations under our Bank Credit Agreement occur annually, and with the first such redetermination having been completed in early-May 2015, our next scheduled redetermination is set for May 2016. However, the lenders may, at their election, request one interim redetermination between annual scheduled redeterminations. In connection with the borrowing base redetermination completed in early-May 2015, we elected to maintain our aggregate lender commitments at $1.6 billion; however, due to a reduction in oil prices used by our lenders in determining the borrowing base value of our proved reserves attributable to our oil and natural gas properties, our borrowing base was reduced from the previous level of $3.0 billion to $2.6 billion. Because we continue to maintain a $1.0 billion cushion between our borrowing base and the aggregate lender commitments, even after this borrowing base reduction, and because we had availability of $1.2 billion with respect to our aggregate lender commitments as of June 30, 2015, this borrowing base reduction has no impact on our liquidity.
SPECTACULAR without OGS. This stock is at or near bottom, locking for a volume indicator and a bottom of oil prices. Consolidation will begin to take place. Have to believe the share buyback program will kick in again. They bought shares at $16-17, $222 million available to buy shares at this level. SPECTACULAR UNTIL MID 2018!
ENOUGH SPAM! LETS DISCUSS THE CONVERTIBLE TOXIC NOTES!
So why did this shell company place convert a fixed payment note to a TOXIC CONVERTIBLE NOTE, JUST BEFORE UPLISTING FROM DARK TO A REPORTING COMPANY?
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.
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.
In mitigation, O’Brien had no prior record of discipline in almost 30 years of practicing law and an extremely time-consuming and emotional divorce distracted him from his duties as a lawyer.
Really, EVEN after such "fantastic" news?
Obviously smart investors as seeing the real play here....to offload millions of shares, TOXIC CONVERTIBLE NOTES, Millions of shares being sold by promo company, Millions of shares given to management company....NO REVENUES, NO ASSETS....JUST A STORY BEING PITCHED!
DOWN 18%, midday, on extremely low volume. SELLING CONTINUES.
HERE ARE FACTS, directly from the promoters site.
"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."
Oh the plan is MASSIVE alright!!!!
LOOK AT THE EXECUTION, CONVERTING MILLIONS OF SHARES AT .0025
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.
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......
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.
Natale Rae Family Trust added 180,000 shares
Sorry you're WRONG!
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."
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 long 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.
Oh yeah, BHGI REVENUE IS $-0-
Did you read what you wrote?
Quote:
In May 2014, the Company issued a replacement convertible promissory note to the holder of this debt in the principal amount of $335,850
Yup, that's a TOXIC CONVERTIBLE NOTE!
When fully converted it will add over 140 MILLION SHARES.
Convertion rate of .0025 a share.
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.
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 v 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.
TOXIC CONVERTIBLE NOTE!
Now you're WRONG! BHGI DID NOT SECURE $10 mil in financing. They ONLY ANNOUNCED they hired someone to secure financing! BIG DIFFERENCE.
AND THERE IS TOXIC NOTE CONVERSION HAPPENING.
5,081.734 on January 6
5,790,000 on April 16
6,315,200 on June 19
7,230,000 on August 12
The FLOAT INCREASED FROM 5,254,596 in January to over 25,377,017 today!
ALL THIS WITH NO ASSETS AND NO REVENUES!