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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.
LMAO, looks like 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."
" In September 2014, the Company amended its articles of incorporation for the purpose of increasing the number of common shares it is authorized to issue from 300,000,000 to 500,000,000 and to create a Class A Preferred Stock with 25,00,000 authorized shares,, $.001 par value All references in the accompanying financial statements as to the Company’s equity structure and to the number of shares outstanding and per-share amounts have been restated to reflect in the indicated amendment to the articles of incorporated and to the 1:30 reverse stock split. "
It's more like 36 million shares of dilution, not sure where 7 came from.
When did 7 million shares become massive in the OTC?
1. 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 its shares.
2. 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 August 12, 2015, another 7,230,000 shares.
3. 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.
LMAO, Seems to me the company WASTED a million shares on CARO. They failed to raise any money and are selling the shares!
NOW THAT CARO FAILED, THEY ARE LOOKING ELSEWHERE.
This says the company signed an agreement to assist in raising capital......."Beverly Hills Group Inc. (OTCPK: BHGI) has signed an investment banking agreement with a leading prestigious New York-based investment banking firm to assist in raising capital."
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 rneport 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 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.
Separately, the Board has reinstated the ability for the Company to repurchase shares under its previously authorized share repurchase program which was suspended in November of 2014. Under that program approximately $222 million remains authorized, with no set expiration date and no requirement that the authorized amount be used in whole or in part.
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.
There have been MILLIONS CONVERTED INTO SHARES ALREADY. They NOTES are owned by an unrelated individual! The note holder is selling these shares!
The debt is being converted at sub-penny .0025, the $$$ are NOT GOIN 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.
Interesting, the debt holders are NOT AFFILIATED WITH THE COMPANY, SO HOW IS THAT EVEN POSSIBLE? Have you read the history of the debt? It is privately held, NOT AFFILATED WITH INSIDERS and was only $348,000, now has been partially converted at .0025 a share, valued at close to $10 millions.
CONVERTION rate of .0025 a share IS TOXIC DEBT, I don't care how they put it on the books. TOXIC DEBT STEALS EQUITY FROM INVESTORS AND SHAREHOLDERS!!!
All the equity investment is being stripped from investors.
THE COMPANY HAS NO ASSETS, NO REVENUES!
Look at the proposed deal.....$35 million in real estate, generating ONLY $4.75M in revenue. There is NO WAY A COMPANY CAN SUPPORT THE DEBT OF $35 MILLION.
LMAO, "CARO is being used to raise capital and has nothing to do with any businesses day to day operations. "
It was pitched here, that CARO RAISES CAPITAL. Can anyone disclose Caro's history of raising funds? All I see is misrepresentation of Caro doing this for 15 years. THEY HAVE ONLY BEEN ON BUSINESS FOR 3 YEARS.
I guess this falls under the catagory of "bad decisions."
"Usually, companies go out of business by bad management, bad decisions, bad products, etc. "
The website says they have been doing this for 15 years, further research via LinkedIn says the 2 partners Miller and Johns, have been doing this for 3 years.
So they have a HISTORY OF FAILURE! Biopower Operations Crown Life Canada NOW, Beverly Hills Group, Inc
YES, this is the same law firm that represents BHGI.
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."
Even more millions of shares being issued, promotion is underway!
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).
www.beverlyhillgroupinc.com. Is! And it's not working
The site that was referenced is from the PROMOTER who has stated they are selling 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."
So what your thoughts on the TOXIC CONVERTIBLE DEBT? It may explain why many are under water.
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.
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).
"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 plain and CLEAR, THEY STATE THEY ARE SELLING THEIR SHARES!
Who knows, who cares....all I know as as a matter of FACT, is they are SELLING their shares.
Yup, see this disclaimer as evidence of this FACT! It doesn't say they are holding, it doesn't say they are restricted, it says, THEY ARE "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. "
As I stated previously, it is posted on Caro Capitals website (not the Bhgi promo website) See link below.
THIS IS THE EXACT QUOTE FROM THE PAGE! FACT!!! "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 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).
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.
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.
Extremely concerned about the MILLIONS of SHARES being converted at .0025.
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.
MrK, What's your opinion of the TOXIC CONVERTIBLE NOTES?
4. NOTES PAYABLE
In August 2002, the Company received a loan from an unrelated individual amounting to $180,000. Interest on this loan is $1,050 per month and payable monthly. The loan was due and payable on October 30, 2007. In May 2014, the Company issued a replacement convertible promissory note to the holder of this debt in the principal amount of $335,850, reflecting the principal and accrued interest of the August 2002 note payable through March 31, 2014. The convertible promissory note accrues interest at 6% per annum and permits the holder to convert principal and accrued interest, subject to a 9.99% ownership limitation, into shares or common stock at a conversion price of $0.0025 per share.
On November 15, 2014, the Company received a conversion notice requesting the issuance of 5,081,734 shares upon conversion of $12,704.34 of the note’s outstanding balance, leaving a principle amount of $323,145.66. The Company issued out 5,081,734 shares on January 6, 2015.
On April 6 2015, the Company received a conversion notice requesting the issuance of 5,790,000 shares upon conversion of $14,475.00 of the note’s outstanding balance, leaving a principle amount of $308,670.66. The Company issued out 5,790,000 shares on April 6, 2015.
On June 19, 2015, the Company received a conversion notice requesting the issuance of 6,315,200 shares upon conversion of $15,788.00 of the note’s outstanding balance, leaving a principle amount of $292,882.66. The Company issued out 6,315,200 shares on June 19, 2015.
The story sounds plausible. In reality, actions have gone another direction.
They have converted a minimal amount of old debt, to TOXIC CONVERTIBLE DEBT, CONVERTED AND ISSUED MILLIONS OF SHARES AT SUB-PENNY CONVERTION RATE OF .0025.
They have added over $563,000 of debt already, with NO REVENUES, issued millions of shares for promotion.
We have over 77 million shares and NO REVENUES!
The story being pitched only adds $4.75 million of revenues, with $35 million of real estate. I'm not even sure if that pays for itself. $4.75 million in revenues to pay for $35 million in real estate. I'm thinking the lottery winner got duked along with investors failing for it..
It has blown up! Sitting at 57% off its high just 1 month ago.
MILLIONS OF SHARES FOR SALE
CHECK OUT THE TOXIC CONVERTIBLE NOTES
4. NOTES PAYABLE
In August 2002, the Company received a loan from an unrelated individual amounting to $180,000. Interest on this loan is $1,050 per month and payable monthly. The loan was due and payable on October 30, 2007. In May 2014, the Company issued a replacement convertible promissory note to the holder of this debt in the principal amount of $335,850, reflecting the principal and accrued interest of the August 2002 note payable through March 31, 2014. The convertible promissory note accrues interest at 6% per annum and permits the holder to convert principal and accrued interest, subject to a 9.99% ownership limitation, into shares or common stock at a conversion price of $0.0025 per share.
On November 15, 2014, the Company received a conversion notice requesting the issuance of 5,081,734 shares upon conversion of $12,704.34 of the note’s outstanding balance, leaving a principle amount of $323,145.66. The Company issued out 5,081,734 shares on January 6, 2015.
On April 6 2015, the Company received a conversion notice requesting the issuance of 5,790,000 shares upon conversion of $14,475.00 of the note’s outstanding balance, leaving a principle amount of $308,670.66. The Company issued out 5,790,000 shares on April 6, 2015.
On June 19, 2015, the Company received a conversion notice requesting the issuance of 6,315,200 shares upon conversion of $15,788.00 of the note’s outstanding balance, leaving a principle amount of $292,882.66. The Company issued out 6,315,200 shares on June 19, 2015.
The selling continues, MILLIONS OF SHARES BEING DUMPED
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.
SELLERs STILL SLAPPING THE BIDS, dumping millions of 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. " Quoted directly from Caro Capitals Website.
Just speechless.....0 volume today, after 100 share volume yesterday.
Damn.....so many shares to unload, so little time.
TOXIC CONVERTIBLE NOTES
4. NOTES PAYABLE
In August 2002, the Company received a loan from an unrelated individual amounting to $180,000. Interest on this loan is $1,050 per month and payable monthly. The loan was due and payable on October 30, 2007. In May 2014, the Company issued a replacement convertible promissory note to the holder of this debt in the principal amount of $335,850, reflecting the principal and accrued interest of the August 2002 note payable through March 31, 2014. The convertible promissory note accrues interest at 6% per annum and permits the holder to convert principal and accrued interest, subject to a 9.99% ownership limitation, into shares or common stock at a conversion price of $0.0025 per share.
On November 15, 2014, the Company received a conversion notice requesting the issuance of 5,081,734 shares upon conversion of $12,704.34 of the note’s outstanding balance, leaving a principle amount of $323,145.66. The Company issued out 5,081,734 shares on January 6, 2015.
On April 6 2015, the Company received a conversion notice requesting the issuance of 5,790,000 shares upon conversion of $14,475.00 of the note’s outstanding balance, leaving a principle amount of $308,670.66. The Company issued out 5,790,000 shares on April 6, 2015.
On June 19, 2015, the Company received a conversion notice requesting the issuance of 6,315,200 shares upon conversion of $15,788.00 of the note’s outstanding balance, leaving a principle amount of $292,882.66. The Company issued out 6,315,200 shares on June 19, 2015.
Mexico has become the United States’ second-largest export market and third-largest source of imports. In 2013, two-way merchandise trade reached nearly $507 billion.
BHGI is positioned to invest in the country using Mergers and Acquisitions as its primary tool. It already identified potential partnerships in retail, construction, oil and gas, and wholesale distribution."
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