INFORMER SCAM IDENTIFYER
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I prefer the phone, I will call myself and see if any answers can be obtained! Good job Cuz!
Friend of John? LOL LOL LOL
Serious Greedfl you going to update the Ibox with the latest numbers? Are you going to update the Ibox with latest Pacer info? Just curious.
Youse get my drift? All in my not so humble opinion!
I collect indians! LOL LOL LOL
http://investorshub.advfn.com/boards/board.aspx?board_id=12885
Ok can anyone say DUMP! I say 2 mill today! a five way split would give Beebers his $5,000.00 cut! Carnes his.... you know what I mean LOL LOL LOL!
WCMA the truth from Beebers Lawyer! another FWD email snipit!
These are the FACTS Beebers! PRGL is not being honest with the FCC or the shareholders read this email snipit and I will post another where the Lawyer filed an answer that was just a plain out right lie about the WTKN station studio! Stay tuned this is real DD!
John – I just discussed with Eddie the situation with the transmitter at WCMA. Eddie explained that the transmitter is type-accepted for operation at a maximum power of 100kw and a minimum output of 10kw. WCMA is authorized for only 2.5kw during PSSA and PRSA. Eddie said that he has had conversations with Harris about whether it is “legal” (i.e., compliant with FCC rules) to operate the station at 2.5kw with that transmitter. Eddie said the Harris folks told him that operation is not compliant and after checking my sources, I have to agree.
Looks like this stock is smelling very much like another Bio/Goat scam LOL LOL LOL Buyers Beware! Seems a few day traders are playing it, AIMNSHO! BLDV
http://investorshub.advfn.com/boards/board.aspx?board_id=5566
Youse get my drift? All in my not so humble opinion!
I collect indians! LOL LOL LOL
http://investorshub.advfn.com/boards/board.aspx?board_id=12885
Ok this is the Robert Boothe/ John H Beebe connection with TV 25! These emails were forwarded to me and they need to be seen by the shareholders that spent money on this! The Beebers seems to work everyone against each other on the "Inside" Read and see where PRGL and its TV station investment went WILD LOL!
Looks like it was all about keeping Eddie SILENT!
On 01/11/2008 03:33 PM Robert Boothe wrote:
PLEASE LISTEN TO ME I HAVE KEEP MY MOUTH
SHUT OUT OF RESPECT FOR YOU, BUT IF YOU DON'T KEEP EDDIE OUT OF COVINGTON CO. AND DROP ALL THE THINGS HE WAS DOING TV-25 WILL NOT WORK. JUST ABOUT EVERYDAY SOMEONE WILL ASKED ME IS EDDIE STILL INVOLD I WILL SAY YES AND THEY WILL SAY WE LIKE TO SUPPORT THE STATION CAN'T AS LONG AS HE A PART OF IT. NOW I WILL SAY ABOUT ONCE A WEEK WHEN I TELL THEM HE IS STILL WITH
THE STATION THEY WILL HAVE VARIOUS KIND WORDS..BUT MOST OF THESE PEOPLE DON'T INFLUENCE MONEY IN COVINGTON CO. I Get question everyday when is the morning show coming back on I tell when we get the right equiptment installed. If you want the morning show on let me know if not I will work
my on deal with Mayor Edgar,Mr. Bishop and Mr. Russel rbt
************************************************************************
From: "John H. Beebe" <john@perihelion.com>
To: "Robert Boothe" <rbt@wopp.com>
Sent: Sunday, January 13, 2008 8:32 PM
Subject: Re:
> Robert,
>
> Support? I will get to that later. All of the undermining of each other
> inside the company has to stop. We do NOT own TV-25 at this time.
> Eddie for better or worse, is a part of what we are doing overall. Eddie
> has NOT been on the air to date has he? Have you heard from me that he is
> going back on the air? I am going to be blunt: I am extremely tired about
> all of these BS rumors that you all keep expecting me to respond to. What
> perplexes me is that you would even listen to them.
>
> I do not know any other way to say it than this: Please Stop emailing me
> with all of these rumors and petty stuff. I do not have time to respond to
> them. They are baseless, trivial and ridiculous and have nothing to do
> with us moving forward together as a team.
>
> Until you EVER see Eddie's mug on the air while we control the station,
> which you have NOT since we have had it, please do not get on me any
> further about Eddie "allegedly" going back on the air based on what
> someone else, "who talked to some person's neighbors first cousin, who
> overheard some guy pumping gas in Andalusia say that his mother's brother
> heard that Eddie might go back on the air after the antichrist has come to
> power", ect, ect, ect.
>
> It is real old and people need to grow up. Little teenage girls magazine's
> have less gossip in them than this. NONE OF THIS GOSSIP HAS ANYTHING TO DO
> WITH BUSINESS.
>
> Just being blunt. Sorry if I offended but this is just beyond ridiculous.
>
> John
>
> PS Also being blunt, regarding this alleged support of TV-25. None of
> these people who "support" the station while Eddie is not on the air have
> stepped up with any $$$ support so far, have they? What kind of "support"
> is that? We both know verbal "support" does not pay the bills. Please show
> me where anyone of these people has even provided $1 of "support" for even
> our expenses in running the station to date? It seems that their "support"
> to date has consisted of stirring up endless amounts of ridiculous gossip,
> wasting our time and causing problems and filling your head with endless
> amounts of BS.
>
> PSS Again, just being blunt. If you feel you can HONESTLY document where I
> am factually wrong on this, especially with the $$$ "support", please tell
> me.
>
I have been able to make some of the very same connections that BLDV has NO agreements with any school, and I have also spoken YES I called Belize and they stated that there was only a letter of joint "Interest" in this company. Seems the old PR's are damned to be used but yet damned used! This is one smelly scam in progress! It is in my opinion that this scam needs to be exposed before anyone else falls into the pit! Oh yes someone please show link or Proof of any money this company made as stated in past post! Thanks and GLTYA, AIMNSHO
Youse get my drift? All in my not so humble opinion!
I collect indians! LOL LOL LOL
http://investorshub.advfn.com/boards/board.aspx?board_id=12885
Any news on these TV stations Beebers PR'd he bought? Wonder what happened to our money on that? Question is was it OUR money or another shells money? The scam just gets deeper!
AIMNSHO
GSII News Out? LOL LOL LOL, Nope just as I said last week! This has some serious CEO / Insider questions that need to be answered. What a week passing brings! GSII under the SEC eye! GLTYA! AIMNSHO
Hi everyone! Wow a week away sure makes the task of catching up on all this reading interesting! PRGL has seen some interesting posters and some interesting stock movement. This week alone brought us several million shares moving around. I fully understand that the selling of shares is what this is all about, The Company went public to sell shares to raise money to build on, and this I fully understand and agree with. However, after seeing a few billion shares sold over the past year or two, the question arises what do we have to show for it? I seen the videos, these radio stations are worth only what the licenses is worth. The Bio-Plant is two buildings with garage type production equipment in it with no production abilities. Forget the gold mine, which will be more of my topic this week, since I understand new video is coming in on it.
But I guess my question is this. Mr. Beebers, where has all our money gone? (T2G I see a song here somewhere LOL)
Why are we still waiting for permits? I would figure that after two years any bubbling fool could figure out that certain permits are needed and the drama of all these NEW discoveries like the IRS would not have been awaiting us! (Did anyone else catch the effective date of that IRS stuff? June 2009?)
What we have here IMNSHO is a multi scam, These guys are playing team work here, there are at least 4 shells the Beebers has and Carnes has ……well more each day, not to mention a few others out there playing the game with the shareholders money.
I urge all those that read and post here to contact the SEC and demand that they take action on these guys! Action speaks louder! A few typed words just for a few to read does very little!
Ok that’s it on this post! This is all in my not so humble opinion! LOL LOL LOL
???? Ok guys! Never and I mean NEVER talk around a blonde in circles! LOL LOL LOL! Fess up!
Youse get my drift? All in my not so humble opinion!
I collect indians! LOL LOL LOL
http://investorshub.advfn.com/boards/board.aspx?board_id=12885
We all need to remember that John H Beebers has proven that this holiday we will celebrate tomorrow is all about the American Dream! The Beebers has proven the DREAM is real! AIMNSHO LOL LOL LOL! Please read below and enjoy!
Florida Profit Corporation
COASTAL DEVELOPMENT CORPORATION
Filing Information
Document Number P02000122026
FEI Number APPLIED
Date Filed 11/13/2002
State FL
Status INACTIVE
Last Event ADMIN DISSOLUTION FOR ANNUAL REPORT
Event Date Filed 10/01/2004
Event Effective Date NONE
Principal Address
3711 W COUNTY HIGHWAY 30ASANTA ROSA BEACH FL 32459
Changed 09/25/2003
Mailing Address
3711 W COUNTY HIGHWAY 30ASANTA ROSA BEACH FL 32459
Changed 09/25/2003
Registered Agent Name & Address
CONGLETON, BRAD CPA50 YUPTOWN GRAYTON CIRCLE #15SANTA ROSA BEACH FL 32459 US
Name Changed: 09/25/2003
Address Changed: 09/25/2003
Officer/Director Detail
Name & Address
Title P
BEEBE, JOHN3711 W COUNTY HIGHWAY 30ASANTA ROSE BEACH FL 32459
Annual Reports
Report Year Filed Date
2003 09/25/2003
Document Images
Florida Profit Corporation
E. TELECOM INC.
Filing Information
Document Number P99000055753
FEI Number 593587152
Date Filed 06/17/1999
State FL
Status ACTIVE
Last Event AMENDMENT
Event Date Filed 03/11/2003
Event Effective Date NONE
Principal Address
3711 W CR 30ASANTA ROSA BEACH FL 32459
Changed 05/23/2007
Mailing Address
PO BOX 6234MIRAMAR BEACH FL 32550
Changed 02/08/2005
Registered Agent Name & Address
VARLEY, MICHAEL38 E SHALLOWS DRSANTA ROSA BEACH FL 32459 US
Name Changed: 03/17/2003
Address Changed: 05/23/2007
Officer/Director Detail
Name & Address
Title P
BEEBE, JOHNPO BOX 2348SANTA ROSA BEACH FL 32549
Title S
VARLEY, MICHAEL RPO BOX 6234MIRAMAR BEACH FL 32550
Annual Reports
Report Year Filed Date
2005 02/08/2005
2006 03/01/2006
2007 05/23/2007
Foreign Profit Corporation
PERIHELION GLOBAL, INC.
Filing Information
Document Number F06000007448
FEI Number 680637279
Date Filed 11/30/2006
State DE
Status ACTIVE
Last Event CANCEL ADM DISS/REV
Event Date Filed 10/11/2007
Event Effective Date NONE
Principal Address
32 EAST COUNTY HWY 30-ASUITE 201SANTA ROSA BEACH FL 32459
Changed 10/11/2007
Mailing Address
PO BOX 488MARY ESTHER FL 32569
Changed 10/11/2007
Registered Agent Name & Address
C T CORPORATION SYSTEM1200 SOUTH PINE ISLAND ROADPLANTATION FL 33324 US
Officer/Director Detail
Name & Address
Title PDS
BEEBE, JOHN HPO BOX 488MARY ESTHER FL 32569
Title D
VARLEY, MICHAEL RPO BOX 488MARY ESTHER FL 32569
Title D
CLAYCOMB, FRANK R CPAPO BOX 488MARY ESTHER FL 32569
Title D
TAYLOR, CECIL DR.PO BOX 488MARY ESTHER FL 32569
Annual Reports
Report Year Filed Date
2007 10/11/2007
Florida Profit Corporation
ELECTRONIC PAYMENTS PROCESSING A, INC.
Filing Information
Document Number P02000000121
FEI Number 593734953
Date Filed 12/31/2001
State FL
Status INACTIVE
Last Event ADMIN DISSOLUTION FOR ANNUAL REPORT
Event Date Filed 09/19/2003
Event Effective Date NONE
Principal Address
35008 EMERALD COAST PKWY,4TH FLOORDESTIN FL 32541
Mailing Address
35008 EMERALD COAST PKWY,4TH FLOORDESTIN FL 32541
Registered Agent Name & Address
OSWALT, GREGORY S35008 EMERALD COAST PKWY,4TH FLOORDESTIN FL 32541
Officer/Director Detail
Name & Address
Title D
BEEBE, JOHN H35008 EMERALD COAST PKWY,, 4TH FLOORDESTIN FL 32541
Title D
OSWALT, GREGORY S35008 EMERALD COAST PKWY,, 4TH FLOORDESTIN FL 32541
Annual Reports
Report Year Filed Date
2002 07/30/2002
Florida Profit Corporation
SOUTHEAST MATERIAL BROKERS, INC.
Filing Information
Document Number P02000092027
FEI Number NONE
Date Filed 08/23/2002
State FL
Status INACTIVE
Effective Date 08/23/2002
Last Event ADMIN DISSOLUTION FOR ANNUAL REPORT
Event Date Filed 09/19/2003
Event Effective Date NONE
Principal Address
35008 EMERALD COAST PKWY 4TH FLOOR`DESTIN FL 32541
Mailing Address
35008 EMERALD COAST PKWY 4TH FLOOR`DESTIN FL 32541
Registered Agent Name & Address
OSWALT, GREG S35008 EMERALD COAST PKWY 4TH FLOORDESTIN FL 32541
Officer/Director Detail
Name & Address
Title P
HENLEY, LONNIE L585 EMERALD BAY DRIVEDESTIN FL 32541
Title VP
TALLEY, AARON C86 WINDRIFT DRIVE`DESTIN FL 32550
Title S
BEEBE, JOHN H35008 EMERALD COAST PKWY. 4TH FLOORDESTIN FL 32541
Title T
OSWALT, GREG S35008 EMERALD COAST PKWY 4TH FLOORDESTIN FL 32541
Florida Profit Corporation
30-A RESTAURANT GROUP, INC.
Filing Information
Document Number P02000122033
FEI Number 161646733
Date Filed 11/13/2002
State FL
Status ACTIVE
Principal Address
3711 W CO HIGHWAY 30-ASANTA ROSA BEACH FL 32459
Changed 09/22/2003
Mailing Address
PO BOX 488MARY ESTHER FL 32569
Changed 02/09/2006
Registered Agent Name & Address
FRANK CLAYCOMB, CPA-P.A.471 SANDMORE SHORES DRIVEMARY ESTHER FL 32569 US
Name Changed: 02/09/2006
Address Changed: 02/09/2006
Officer/Director Detail
Name & Address
Title PDS
BEEBE, JOHN H166 ACACIASANTA ROSA BEACH FL 32459
Annual Reports
Report Year Filed Date
2006 02/09/2006
2007 03/07/2007
2008 03/01/2008
Florida Profit Corporation
TIDALWAVE HOLDINGS, INC.
Filing Information
Document Number P96000035689
FEI Number 650693777
Date Filed 04/23/1996
State FL
Status ACTIVE
Last Event AMENDMENT
Event Date Filed 01/15/2008
Event Effective Date NONE
Principal Address
3711 W. COUNTY HWY. 30-ASANTA ROSA BEACH FL 32459
Changed 12/05/2007
Mailing Address
3711 W. COUNTY HWY. 30-ASANTA ROSA BEACH FL 32459
Changed 12/05/2007
Registered Agent Name & Address
SHEPARD, JONATHAN L5355 TOWN CENTER ROAD #801BOCA RATON FL 33486 US
Name Changed: 10/02/2007
Address Changed: 10/02/2007
Officer/Director Detail
Name & Address
Title D
BEEBE, JOHN H3711 W. COUNTY HWY. 30-ASANTA ROSA BEACH FL 32459
Annual Reports
Report Year Filed Date
2007 07/19/2007
2007 09/05/2007
2007 10/02/2007
Past purchase by Beebers, Very interesting to hear what went down during and after this transaction. The Beebers needs to remember he has made a past that left tracks! There seems to be people in Florida that have a few issues with him as well.The Beebers might need that Gold mine as a housing unit LOL LOL LOL!
Past dealings, These people just LOVE our Beebers!
Asset Purchase Agreement
This Agreement made and entered into this XX day of XXXXXXXX, 2003, by and between, Wesco Enterprises, Inc (hereinafter referred to as (“Seller”); and John H. Beebe (hereinafter referred to as “Buyer”)
WHEREAS, Buyer and Seller have agreed that Seller shall assign and Buyer shall acquire all assets of radio stations WGTX(AM), DeFuniak Springs, Florida (the “Station”), on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and of the mutual promises and convenants contained herein, the parties intending to be legally bound, agree as follows:
1. ASSETS TO BE SOLD: On the Closing Date as defined herein, Seller shall sell to Buyer, and Buyer shall purchase from Seller, all assets of the Station. A list of the tangible assets of the Stations is attached as Exhibit A, (all items referred to in Section 1 and its subsections collectively referred to as the “Assets”).
1.1 Intangible Assets: All of Seller’s rights and interest in and to the call letters, trademarks, trade names, service marks, franchises, jingles, privileges and any other similar rights as used in the conduct of the business and operations of the Station together with the good will of the business.
1.2 Authorizations: All of Seller’s rights and interest in and to the FCC licensees, permits and other authorizations, and to the extent that other authorizations are assignable or transferable, licenses, permits and other authorizations issued to it by any governmental authority and used or useful in the conduct of business and operations of the Station (the “Authorizations”) A copy of each Authorization is attached as Exhibit B.
1.3 Contracts: All rights and obligations of the Station maturing after the closing date in and under all contracts, agreements, leases, commitments, and understandings of Seller concerning the Station (the “Contracts”), to the extent such rights and obligations are assignable or transferable, and to the extent Buyer agrees to accept assignment of such Contracts. Copies of contracts to be assigned or assumed by Buyer have been provided to Buyer prior to the execution of this Agreement and a list of the Contracts to be assumed by Buyer is attached hereto as Exhibit C.
1.4 Books and Records: All original books, files, public files, records and logs relating to the conduct of the business and operations of the Station all of the foregoing shall thereafter be available for inspection and duplication by Seller upon Seller’s request during normal business hours to permit to examine or duplicate such records until three (3) years after closing and none shall be disposed of until after such three-year period].
1.5 Real Estate: All interests in real property relating to the Station as described and evidenced by a deed or other recording instrument in Exhibit D, together with any improvements thereon (including fixtures). Exhibit D will be provided to Buyer upon execution of this Agreement;
1
2. ASSUMPTION OF SELLER’S LIABILITY BY BUYER: Buyer will assume, and hold Seller harmless from all rights and obligations of Seller concerning the Station, maturing on or after the Closing Date, in and under all contracts, agreements, leases, commitments, understandings right and interests of Seller relating to the conduct of the business and operations of the Station listed in Exhibit C. Buyer agrees to honor all agreements for the sale of broadcast time on the Station, whether for cash, barter or trade, made by Seller prior to the Closing Date, provided that Buyer shall be entitled to the proceeds of all advertisement (including the benefits of any barter agreements) run on the Station on and after the Closing Date..
3. EXCLUDED ASSETS: The Assets to be sold shall not include cash-on-hand or bank deposits.
4. CONSIDERATION: The price to be paid by Buyer for the purchase of the Station’s Assets shall be $220,000.00.(two hundred and twenty thousand dollars) to be delivered to Seller as follows:
(a) $23,500.00 to be placed in escrow immediately (the “Escrow Deposit”). Allan Ramey, Esq., will be escrow agent.
(b) $196,500.00 to be delivered into escrow in immediately available funds at time of closing (the “Closing Escrow Payment”). The Escrow Deposit and Closing Escrow Payment are collectively referred to as the “Escrow Funds”),
5. ALLOCATION OF PURCHASE PRICE:. The Buyer and Seller agree that the fair market values of the Assets, along with the aggregate portion of the Purchase Price to be paid by Buyer for the Assets, is agreed to and shall be allocated as follows:
(a) $150,000.00 for license, equipment, and goodwill;
(b) $40,000.00 for real estate; and
(c) $30,000.00 non-compete agreement with Sara Comander and Wesco Enterprises Inc.
6 ACCOUNTS RECEIVABLE: Seller shall keep all accounts receivable, and shall provide a list of outstanding receivables to Buyer at Closing. For advertising clients that have balances due with Seller as of the closing date, Buyer and Seller shall cooperate in collections from such clients, and payments from such clients shall first be applied to balances due and owing to Seller until Seller’s balance is paid, then to balances due and owing to Buyer.
7. CLOSING DATE, TIME AND PLACE: The closing of this Agreement shall take place at a mutually agreed upon place,10:00 a.m. on a date six business days after the date of FCC Consent. The Escrow Agent shall release $75,000 of the Escrow Funds to the Seller on the date of closing, and the balance on the day the FCC Consent becomes a Final Order. For purposes of this Agreement, Final Order shall mean an action by the FCC (i) which has not been vacated, reversed, stayed, set aside, annulled or suspended, (ii) with respect to which no timely appeal, request for stay or petition for rehearing reconsideration or review by any party or by the FCC on its own motion, is pending, and (iii) as to which the time for filing any such appeal, request, petition, or similar document or for the reconsideration or review by the FCC on its own motion 2
under the Communications Act of 1934, as amended, and the rules and regulations of the Commission, has expired.
8. SELLER’S REPRESENTATIONS AND WARRANTIES: Seller represents and warrants to Buyer as follows:
8.1 Organization and Standing: Seller Wesco Enterprises, Inc. is a corporation in good standing under the laws of the State of Florida. Seller has the requisite power and authority to own and operate the Station and carry on the business of the Station as now being conducted and as proposed to be conducted by it between the date hereof and the Closing Date.
8.2 Authorization and Binding Obligation: Seller has the requisite power and authority to enter into and perform this Agreement and the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Seller have been duly and validly authorized by all necessary corporate action on the Seller’s part. This agreement has been duly signed and delivered by Seller and constitutes its valid and binding obligation enforceable in accordance with its terms.
8.3 Absence of Conflicting Agreements or Required Consents: Except as set forth in Section 11 hereof with respect to governmental consents, consents that may be required to assign and assume contracts, Seller’s execution, delivery and performance of this Agreement:
8.3.1 Does not require the consent of any third party;
8.3.2 Will not violate any applicable law, judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority;
8.3.3 Will not, either alone or with the giving of notice or the passage of time or both, conflict with, constitute grounds for termination of, or result in a breach of the terms, conditions, or provisions of, or constitute a default under any agreement, instrument, trust instrument or permit individually or in the aggregate material to the transactions contemplated hereby and to which they are not subject; and
8.3.4 Will not result in the creation of any lien, charge or encumbrance on any of the Seller’s assets.
8.4 Liens. Seller agrees that the Assets conveyed to Buyer at the closing will be conveyed to Buyer free and clear of all liens, charges and encumbrances whatsoever.
9. QUALIFICATIONS: Buyer is legally, technically and financially qualified under the Communications Act of 1934, as amended, and under the Rules and Regulations of the FCC promulgated thereunder, to become holder of the Stations’ authorizations and is financially qualified to consummate this agreement on the terms and conditions contained within.
10. COVENANTS: The Seller and Buyer each covenant, as applicable, the following:
10.1 Control of Station: Buyer shall not, prior to FCC consent, directly or indirectly control, supervise or direct the operations of the Station. It is expressly understood that the ultimate responsibility, control and supervision of all operations of Station including programs, employees and policies, is the sole responsibility of the Seller until the closing date.
3
10.2 Cooperation: Seller and Buyer shall cooperate fully with each other in taking any action, including actions to obtain required consent of any governmental agency or of any third party, necessary or helpful, to accomplish the transactions contemplated by the Agreement.
10.3 Further Assistance: Seller and Buyer shall cooperate and take such actions and execute such documents at the closing or subsequently as may be reasonable requested by the other in order to carry out the provisions and purposes of the Agreement.
11. GOVERNMENTAL CONSENTS: The assignment of the Stations authorizations, including the Station’s FCC license, is subject to the prior consent and approval of the FCC (“FCC Consent”) and is expressly conditioned upon the grant of the FCC consent. No later than five (5) days after the execution of the Agreement, each of the Buyer and Seller will be ready, willing and able to file their respective portions of an FCC Form 314 application seeking FCC Consent to the assignment of the Station’s FCC license. Promptly following the execution of this Agreement, the parties will join together in filing with the appropriate government authorities any other requests for approval or waiver that are required in connection the transactions contemplated hereby, and shall jointly, diligently and expeditiously cooperate fully in the prosecution of such requests for approval or waiver and in all proceedings necessary to secure such approvals or waivers.
12. EXPENSES AND ADJUSTMENTS: The expenses of this transaction and the income and the expenses of the operation of the station shall be paid as follows:
12.1 Transaction Costs: The Buyer shall be solely responsible for paying the FCC filing fee. Buyer and Seller shall each bear responsibility for their own legal fees and expenses incurred in the filing and prosecution of the FCC application.
12.2 Operation of the Station: The operation of the Station and the income and expenses attributable thereto up until 11:59 p.m. on the day preceding the Closing Date shall be for the account of the Seller and thereafter for the account of the Buyer. At closing, the following shall be adjusted and apportioned between the Seller and Buyer:
12.2.1 prepayments and accrued payments under all Contracts to be assigned and assumed pursuant to Section 1.3;
12.2.2 deposits placed with telephone and utility companies, and any advance rents or deposits with service companies or suppliers; and
12.2.3 all other taxes, charges, utility bills, and expenses attributable to the operation of the Station prior to closing.
12.3 Closing Adjustments: In the event, closing adjustments are in favor of the Seller, the same shall be paid at closing by Buyer. In the event that closing adjustments are in favor of the Buyer, the same shall be paid at closing by Seller. In the event it is impractical or impossible to compute the amounts of adjustments at closing, the amount shall be computed and paid on a date no later than 30 days following the Closing Date.
13. RISK OF LOSS: The risk of any loss, damage or destruction of any of the Station’s assets to be transferred hereunder from fire or other casualty or cause shall be borne by Seller at all times prior to 11:59 p.m. on the day preceding the closing date. Upon the occurrence of any loss or damage to any material assets to be transferred hereunder, as a result of fire, casualty or
4
other causes prior to closing, Seller shall notify Buyer of same in writing immediately stating with particularity of the extent of such loss or damage incurred, the cause thereof if know and the extent to which restoration, replacement and repair of the Stations’ assets lost or destroyed will be reimbursed under any insurance policy with respect thereto. In the event the loss or damage exceeds Ten Thousand Dollars ($10,000.00) and the property cannot substantially be repaired, restored or replaced with property of a comparable quality or utility within thirty (30) days, Buyer shall have the option exercisable within ten (10) days after receipt of notice from Seller that repair or replacement is not possible, to (a) terminate this Agreement and have the escrow deposit returned; or (b) elect to consummate the Agreement and accept the property in its '‘then'’condition, in which event Buyer shall have as recourse all rights under any insurance claim covering the loss. If Buyer elects to consummate the Agreement, Seller will have no further liability to Buyer except for the reimbursement to Buyer for any deductible on insurance policies.
14. ATTORNEY’S FEES If any party defaults in the performance of any of the terms or conditions of this Agreement, which default results in the filing of a lawsuit, the prevailing party in such lawsuit shall be entitled to reasonable attorney’s fees and costs as determined by the court.
15. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND CONVENANTS: The representations, warranties and covenants of Seller contained in this Agreement do not survive closing. The closing of the transaction will constitute an acceptance by the Buyer of the Seller’s complete and full performance of its obligations under this Agreement and at the Closing the Buyer will release and forever discharge the Seller of and from all manner of debts, dues, sum and sums of money, accounts, reckoning, claims and demands whatsoever, in law or in equity, for or by reason of, or on account of, the performance or nonperformance of the Seller under this Agreement. Following the closing, there will not be any recourse by the Buyer against the Seller for any breach of this Agreement or breach of any warranty, representation or covenant contained in the Agreement, any deficiency or defect in any asset, or for any other claim based upon the performance or the lack of performance of the Seller in the sale of the Station.
16. INDEMNIFICATION:
16.1 Buyers Indemnification Of Seller: Buyer hereby agrees to indemnify and hold harmless Seller for a period of three (3) years from the closing date from and against any and all losses, damages, costs, expenses, claims (including reasonable attorneys’ fees), and liabilities of Seller arising from or relating to: (1) liabilities of the Station assumed by Buyer arising after closing; and (2) under facts or circumstances occurring subsequent to 11:59 p.m. on the day preceding the closing date. In the event that any claim is asserted against Seller, which, if established, would require indemnification under the terms of this section, then Seller shall promptly give Buyer written notice of such claim, and Buyer shall, within ten (10) days after said written notice, notify Seller in writing, of Buyer’s decision whether or not to defend against the asserted claim. In the event, a claim is asserted and Buyer elects not to defend against such claim or fails to notify Seller within the time provided, the Seller may defend against the claim, and Buyer shall be bound by whatever result is obtained by Seller.
16.2 Sellers Indemnification Of Buyer: Seller hereby agrees to indemnify and hold harmless Buyer for a period of three (3) years from the closing date from and against any and all losses, damages, costs, expenses, claims (including reasonable attorneys’ fees), and liabilities of Buyer arising from or relating to: (1) liabilities of the Station arising prior to closing; and (2) under
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facts or circumstances occurring prior to 11:59 p.m. on the day preceding the closing date. In the event that any claim is asserted against Buyer, which, if established, would require indemnification under the terms of this section, then Buyer shall promptly give Seller written notice of such claim, and Seller shall, within ten (10) days after said written notice, notify Buyer in writing, of Seller’s decision whether or not to defend against the asserted claim. In the event, a claim is asserted and Seller elects not to defend against such claim or fails to notify Buyer within the time provided, the Buyer may defend against the claim, and Seller shall be bound by whatever result is obtained by Buyer.
17. DEFAULT BY BUYER; LIQUIDATED DAMAGES: Buyer and Seller agree that if this Agreement is terminated due to Buyer’s breach or default, Seller shall be entitled to retain the Escrow Funds as liquidated damages. Seller acknowledges that its sole and exclusive relief against Buyer for failure to consummate this Agreement shall be its acceptance of the Escrow Funds as liquidated damages. The parties agree that the amount of the Escrow Funds represents Buyer and Seller’s reasonable estimate of actual damages for Buyer’s failure to consummate and does not constitute a penalty.
18. COMMISSION OR FINDER’S FEE: Seller agrees to be solely responsible for brokers’ fees to BuySellRadio Online.
19. SUCCESSOR AND ASSIGNS: This agreement shall be binding upon, and inure to the benefit of, the respective permitted successors and assigns of the parties.
20. CONSTRUCTION; This Agreement shall be construed and enforced in accordance with the substantive laws of the State of Florida without reference to the principles of conflicts of law in effect in such state.
21. NOTICES: Any notice, consent, waiver or other communications hereunder shall be sent by certified or registered mail, return receipt requested, postage prepaid, or USPS Express Air Service, overnight air courier service or same day delivery service, to the address specified below (or at such other address which party shall specify to the other party in accordance herewith):
(a) If to Seller:
Wesco Enterprises, Inc.
PO Box 90
DeFuniak Springs, FL 32435
With a copy that shall not constitute notice to:
(b) If to Buyer:
John H. Beebe
166 Acacia Street
Santa Rosa Beach, Florida 32459
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With a copy that shall not constitute notice to:
Scott C. Cinnamon
Law Offices of Scott C. Cinnamon, PLLC
1090 Vermont Ave., N.W.
Suite 800, # 144
Washington, D.C. 20005
Notice shall be deemed to have been given three (3) business days after mailing if sent by registered or certified mail, or on the next business day if sent by UPS Express Mail, overnight air courier or same day delivery service.
22. MULTIPLE COUNTERPARTS: This agreement may be signed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In addition, this Agreement may contain more than one counterpart of the signature page and this Agreement may be signed by the affixing of the signature of each party to one of such counterpart signature pages; all of such counterpart signature pages shall be read as though one, and they shall have the same force and effect as though all of the signers had signed a single signature page.
23. ENTIRE AGREEMENT: This agreement represents the entire understanding of the parties hereto, supersedes all other and prior memoranda and agreements between the parties here to and my not be modified or amended, except by a written instrument signed by each of the parties hereto designating specifically the terms and provisions so modified and amended.
24. CAPTIONS: The sections, captions and headings in this Agreement are for convenience and reference purposes only and should not affect in any way the meaning or interpretation of this Agreement.
25. EXHIBITS AND SCHEDULES: The Exhibits and Schedules are hereby incorporated by reference into and made part of this Agreement.
26. SECTION 73.1150 STATEMENT: Following the closing anticipated herein, Seller has retained no rights of reversion of the Station’s Licenses, no right to the reassignment of the Station’s Licenses in the future, and has not reserved the right to use the facilities of the Stations in the future for any reason whatsoever
IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the day and year first above written.
Wesco Enterprises, Inc. ,(Seller)
__________________________________________________________________________
By: Sara Commander, President
John H. Beebe (Buyer)
High Blood Pressure, Diabetes and certain injuries and several types of drugs! That answer you question? LOL LOL LOL
HAPPY BIRTHDAYto ALL of my American Friends! And of course many many thanks to Gil our hero CEO who has made the American Dream so very real! LOL LOL LOL!
I feel the need for a DRUM ROLL after that lol lol lol
3 more 504's thats 5 million per year including PRGL & TWVH! Not bad, Betcha he wont make it outa the box! His MOMO has been caught on TAPE LOL LOL LOL!
Not my fight, But had to laugh! THIS COMING FROM A PAID "PROMOTER"? ROFLMAO!!!!!!!! LOL LOL LOL! The disclaimer sez it all!
All beit I agree with some of the comments about IHUB but the rest ... LOL LOL LOL
T2G I am still laughing! Your Good man! You need to start selling these! Might be your only save in grace with this company! Applause
AndalusiaAL, I am not privy to what happened as far as the dispute between Eddie and PRGL, I know he has said he is not commenting on it right now. Guess he might be looking into other things, But let me help you catch up to speed, Beebers owns TWVH (TidalWave Holdings) Shell. He announced that he bought 2 TV stations, research has found them to be located in Panama City Beach and Freeport Florida. Last I heard he never paid them off. The FCC shows Rick Goetz as the owner still. According to my source when I asked about this, Beebers was going to "FLUSH" Perihelion Global and spin it into Perihelion Mining, Perihelion Communications, and Perihelion Biofuels, Leaving PHGI or PRGL with nothing but the "Bad Children" left in it and he has all the assets safe in other companies. Now thats allot but thats what I gather. AIMNSHO
Someone should do some research and find this guy Rick Goetz, He is the one that was selling the TV stations to beebers for 60K. My source tells me that Beebers might have used a PHGI check to place the down payment? Guess he loaned the other company money from ours?
Avdave, side note, If you or Eddie do get sued by him make sure we get discovery on his bank accounts and most likely the courts would want to see if any "Paper Trails" lead to others? Just an idea. My legal know who is very limited to Judge Judy! LOL LOL LOL! AIMNSHO
I hear it might take the Alabama National Guard to bring him back to Alabama! Good Gawd that man is so PERINOID! Beebers its ok you understand! You have to face your creations! So Alabama would like to share their hospitality and make sure you get your complementary Biscuit and Gravy!
Beebers we offer the BEST Southern Hospitality in the south! You would be WELCOMED back to your scene of the crime! LOL LOL LOL!
John H Beebe! Alabama WANTS you! See you in Court! BURR & FORMAN Update!
07/02/2008 ORDER: The court, in the exercise of its discretion, DENIES Defendants' 5 Motion for Change of Venue, based on the Agreement To Pay Amounts Due As Invoiced signed by Defendants. Signed by Judge Karon O Bowdre on 7-2-08. (AMW, ) (Entered: 07/02/2008)
Your lies are catching up Beebers! AIMNSHO! LOL LOL LOL
Nice!!! Well lets just purrr tend that I be just plain stewped and not be concerned that there just might be a few hedgers around looking to find out the accounting information and have the Hedge.....I mean Edge on the common shareholder!Naw that could not would not happen in todays world, I mean someone stated (Jerseyboy) that he was doing this (Work) so he can help the company get back on the market and he and the shareholders could make something out of this stock (paraphrased), and seems there be a few here that would benie-fit from a few inside drops! Oh My! No I am sorry, EVERYONE in the market is honest Abe! LOL LOL LOL AIMNSHO
Thank you DoubleE! You have proven my case and point! (Bow)
Eddie, GOOD JOB! Seeing you willing to stand up to these people and show no fear will surely allow others to follow! The community should be proud to have a local that cares about them the way you do! I told my boyfriend tonight during your show that I am happy that I have met you! The Beeber's could never be half the man you have shown to be! We wish you the best, and look forward to more FACTS! This company has not been honest IMO, the people of OPP should cry loud and hard about the lack of commitment by Perihelion Global Inc! The Beeber's must live in a world filled with no feelings of others. Good Job Eddie! Hope the community will stand behind you! AIMNSHO!
Sure, but why? lets let them decide who is what? Putting it on here is just more reason for the name calling. As has been stated in my post. I have forwarded what I thought to be information to the appropriate officials! Your free to do the same. Should you want I am sure the "Freedom of information act" could be of use. But hey its a dead stock now right? who cares right? So why care what I sent to anyone? ok well point made have a good evening! AIMNSHO LOL LOL LOL
Not a huge surprise from what I understand, Seems The Beeber has away with working the people within against each other so no one trust each other and he can avoid the possibility of having someone talk from the inside past or present! The Beeber is "CLEAVER!" LOL LOL LOL sorry had to do it!
I know, this self policing stuff is suckie and all, But slow as they might be, I challenge you to contact them and tell them that ... oh wait, almost an oxymoron! The SEC has already acted on this one! Guess they just got lucky and and had Gil stumble onto their doorstep! LOL LOL LOL,
Mods that are acting as the accountants for the company? Ok please show me one besides this one? TIA
I have not made a personal attack on anyone on this board. I have however found what one could consider improprieties by some. You say the SEC is to blame for this mess! LOL LOL LOL, ok I refuse to buy that. "YOUR" in this mess because someone either lied, cheated and or had no idea what they were doing. Now the 3rd choice is possible, but unlikely in my opinion, seen to many on these pinkies claim ignorance. The only ignorance I have seen are people holding out and protecting the corpse even after the maggots have arrived. So it is my opinion, that this company knew what it was doing all along, Now if only the few that keep pumping the CPR on a stinking corpse would understand this the others out there that are watching will learn. Hope this helps! AIMNSHO "Youse get my dirft?"
Walker again I must state, PER the TOU it is not about me. And I think I stated that question should be answered by the SEC. Hope that helps!
Let me guess, Today we move 500k in stock! Any takers LOL LOL LOL!
That is a question the SEC will have to answer. Not I. Since I am not an insider and since the party involved has admitted to doing the accounting for his personal gain. I feel the answers are all in his postings. Which have all been recorded and forwarded. Just say I wanted to help as well with this stock and see it get back on the right foot! AIMNSHO
Per TOU, it is NOT about me, it is about the stock and the company.
Let me see.... I think its the one I replied too?
Interesting! So DoubleE what do you say now? Any change in your thoughts? I know I am interested in reading what your thoughts are now .....lets see... 22 days later? TIA!
LOL LOL LOL! I read this and at the bottom I read "Beeber Cleaver! LOL LOL LOL The Beebs is slick as a Cats $@# ! Sorry BC not implying anything LOL LOL LOL. Wheres our WALDO's? I think we need to hire another PI to find our PI LOL LOL LOL maybe he will stumble across our BILL as well? Alright Beeb's fess up!
According to my sources, The Beeb's is looking at a document that has this on the very top of the page! Good Luck Mr. Beeb's looks like you will need it!
False Statements and Documents
Section 1001 of Title 18 of the United States Code provides as follows:
Whoever, in any matter within the jurisdiction of any department or agency of the United States knowingly and
willfully falsifies, conceals or covers up by any trick, scheme, or device a material fact, or makes any false,
fictitious or fraudulent statements or representations, or makes or uses any false writing or document knowing
the same to contain any false, fictitious or fraudulent statement or entry, shall be fined under this title or
imprisoned not more than five years, or both.
AIMNSHO
I have seen this type of logic many times now in this generation! Let me just try and put this simple. Just because someone has run a stop sign in their neighborhood for 20 years and never been caught, does not make it legal or safer for that person or others around them! Come on now that’s not hard to understand now? If it is against the law IT IS AGAINST THE LAW! But to put this all to rest so everyone can see my intentions are pure! I have passed this information over to the SEC! Heck let them decide! That’s what they get paid for! AIMNSHO Youse gets my drift?