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You mean just because 2 numbers in the zip code were transposed.
Of course it WAS PLN that sued HJOE and they ended up receiving nothing on their lawsuit despite the fact the KBM clowns were sure they would. Except an invoice from their attorney.
The Tabasco dealerships were on SMS's website for years up until a few weeks ago. It's more likely after 20 years of selling Tabasco dealerships all markets were covered. So except for the occasional Tabasco dealer that wanted to sell their business there were no new ones to sell.
The LTCG chips is just an additional product the dealers purchase and sell without paying any additional dealership fee. Just like the new line of product coming soon will be.
HJOE charges the dealers a mark-up from the price they get them from Shearer's Snacks for. Then in turn the dealers wholesale them to stores with their own mark-up. Shearer's sells more chips and makes more money, HJOE makes money, the dealers make money, the stores make money when they sell them, LTCG makes money. Everybody's happy, well almost everybody.
Looks like this dealer is in about 50 stores in a short time and has their own store locator. I also noticed they are in a few 7-11's, several of the dealers have products in 7-11's in their own markets.
And contrary to what the KBM clowns say. HJOE makes a profit off every bag of Larry The Cable Guy chips purchased through their agreement with Shearer's Snacks.
"And the licensing agreement for Ole Larry's Potato chips isn't between Larry and HJOE - so HJOE isn't going to profit from the sale of potato chips."
"Hangover Joe's Holding Corporation (HJOE), developers of Hangover Recovery Shot and Git-R-Done-Energy, along with Git-R-Done Productions, Inc. and Larry the Cable Guy, is pleased to announce agreement with Shearer's Snacks, Massillon, Ohio for the SMS SpecMark/Hangover Joe's dealer network to now offer the Larry the Cable Guy Potato Chip brand to stores dealers service throughout the USA".
Good luck, as of a few weeks ago it appears SMS no longer lists Tabasco dealerships on their website. It appears they are now just concentrating on selling the HJOE dealerships. But you can contact them and see.
SMS test marketed HJOE's products in 5 states before they signed the agreement so they did their research before offering the dealerships.
https://www.franchiseopportunities.com/franchise/specialty-marketing-systems
http://www.bevnet.com/news/2015/hangover-joes-announces-partnership-with-specialty-marketing-systems
"SMS has distributed TABASCO® brand products across the U.S. through a network of dealerships since 1996. "
"Frank Burks, SMS Vice President added, “For almost twenty years, SMS has distributed TABASCO® products exclusively. The HJOE products are the first to entice us to branch out beyond a single brand. We believe Git-R-Done Energy and The Hangover Recovery Shot are two products with staggering potential to take the market and run. They are tested, proven sales performers. Consumers and retailers alike love them."
SMS sold Tabasco dealerships for 20 years. How many dealers did they list on their site? Tabasco has a store locator but which dealer is supplying the products for which area? Who are they? Show me how many Tabasco dealers have websites or Facebook. Are they active?
Maybe this, probably that, looks like. Most are inactive, why because they have no website or their not on Facebook.
I deal in facts not what someone else thinks.
Here's a partial list, SMS hasn't updated their site with the number of dealers in some time now and most likely won't until it reaches 50.
NY (Queens)
CO (Denver, Carr, Littleton, Fort Collins, Colorado Springs)
IA ( Quad-cities)
TX (San Antonio, El Paso, Beaumont, Justin, Denton, Amarillo)
FLA (Miami)
CA (Orange County, San Diego)
LA (New Orleans, Baton Rouge, Lafayette)
Washington DC
MO (St. Louis)
ID (Boise)
AZ (Laughlin)
WA (Vancouver)
IN (South Bend, Michiana)
OH (Cincinatti)
OK (Tulsa)
NE (Lincoln)
NM (Albuquerque)
NC (Asheville)
NV (Las Vegas)
GA (Macon)
AR (Pine Bluff)
Once again you are wrong. I talk to a few dealers who in turn talk to other dealers and keep me informed. So I'm sure I know more about what's going on with the 40 plus current dealers than you do.
Don't mean to burst your bubble, but what ever gave you the impression the KBM clowns have "math skills above a kindergartner"?
Sure whatever you say, just like their getting out of the shot business. Enjoy your fantasy while you can, it won't last much longer.
How is giving false information about the number of dealers. Or saying they are getting out of the shot business which also isn't true. They are simply adding more products to what they already have. "Just talking about scenarios that could happen in the future that have zero to do with "bashing" the stock"
"I think the 3 dealers they currently have will be pretty pissed when they find out HJOE is moving in a new direction and getting out of the shot business".
I guess that means the SEC isn't sophisticated.
http://www.marketwatch.com/story/sec-mulling-buyback-disclosures-says-mary-jo-white-2016-02-19-14103368?mod=MW_story_latest_news
“We’re looking at our disclosure regime for buybacks and on any number of other issues...as part of our disclosure effectiveness review,” said SEC chairwoman Mary Jo White following remarks at the Practising Law Institute’s “SEC Speaks in 2016” meeting Friday morning.
flaflyersfan
"What are markers", it's markets a simple typo.
"james885, how would you know people are interested HJOE franchises?"
Since you left the word (in) out of your post I don't understand what you mean.
EOM
"Isn't Vegas prime territory? Why did it take them a year to find a dealer for Las Vegas? Could it be they couldn't find anyone interested? How much you want to bet that HJOE is now waving dealer fees and just handing out these dealerships to anyone dumb enough to take one?"
Yes it is.
It didn't they've had several people interested for some time now.
How about $100K, if that works for you I'll be more than happy to take your money.
HJOE We're about to launch #LasVegas dealership of $HJOE. #Vegas will have #Hangover #SmartVendingMachines and More! 28 locations committed so far and this is just the start! #VegasRocks #LasVegas #Wiinning $HJOE
So I take you don't know who Lavine and Roth are or their connection here.
Look who this press release came from.
COLORADO SPRINGS, Colo., April 17, 2012 (GLOBE NEWSWIRE) -- Accredited Members Holding Corporation today announced that it has signed a binding letter of intent ("LOI") to merge with Hangover Joe's, Inc. The merger is expected to close by June 29, 2012.
Hangover Joe's, Inc. has the solution for perhaps the world's most prevalent self-imposed ailment: the hangover. The Hangover Joe's Recovery Shot was formulated to help relieve the symptoms associated with overindulging at the neighborhood bar. This all-natural 2 ounce beverage is the leading shot in the functional lifestyle category and can now be found on the shelves of more than 20,000 stores in the U.S. with more being added daily, both domestically and internationally. Distribution agreements are in place with industry giants including 7-Eleven, GNC, Harrah's, MGM Resorts International, Budweiser, and Smoker Friendly, just to name a few.
But it's not just the hungover who are clamoring for this product. Hangover Joe's Recovery Shot was named No. 1 new product at the "National Convenience Store Show" in 2011. It also received a Four-Star rating from the leading trade magazine in the beverage industry BevNET Magazine. Hangover recovery is the fasted growing segment of the energy shot business and the Company's rapidly growing sales are a testament to that fact.
The Company's Hangover Recovery Shot is also an officially licensed product of "The Hangover" hit movie series from Warner Brothers. The six different collectible bottles are affixed with movie themed labels. The first two movies in "The Hangover" series have grossed over $1.2 Billion, another sequel is in production for release summer of 2013.
Looks like every single investor knows who this is now and why he's spent years trying to destroy the company. Isn't that right D.....
David Lavigne is a Managing Partner, Senior Analyst and investment committee member at Touch 4 Partners, LLC. David Lavigne has spent over 30 years in the financial and investment industries, beginning with his employment by small, regional sell-side broker-dealers involved in the provisioning of both investment banking and retail investment services. He has served in those organizations as CEO, Head of Equity Research and National Sales Manager. In 2002 Mr. Lavigne founded a boutique subscription based equity research company called EdgeWater Research Partners, LLC. Edgewater provided microcap equity research to a broad base of investors. At the time, EdgeWater was subscription based model represented a relatively new and unique approach to the provisioning of equity research in the microcap theatre. In 2012, he co-founded Accredited Members Acquisition Corporation, which was an extension of the EdgeWater research model, but also included a host of services aimed at assisting private startup and/or emerging companies.
Organization and Merger/Reorganization:
Hangover Joe’s Holding Corporation (“HJHC” or the “Company”) was originally incorporated in the State of Colorado in December 2005 as Across American Real Estate Exchange, Inc. (“AAEX”) to facilitate the exchange of real estate properties between individuals under Section 1031 of the Internal Revenue Code. In February 2010, Accredited Members, Inc. (“AMI”), a provider of investor research and management services, was merged with and into a wholly-owned subsidiary of AAEX, and AMI became a wholly-owned subsidiary of the Company. In May 2010, AAEX changed its name to Accredited Members Holding Corporation (“AMHC”).
On July 25, 2012, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Hangover Joe’s, Inc., a privately-held Colorado corporation (“HOJ”), whereby on July 25, 2012, AMHC acquired HOJ in a reverse triangular merger (the “Acquisition”). Upon closing the Acquisition the AMHC issued 83,514,827 common shares to the HOJ shareholders in exchange for all of their ownership interests in HOJ such that the former owners of HOJ owned approximately 69% of the Company post Acquisition. The shareholders of the AMHC prior to the Acquisition owned approximately 31% of the Company post Acquisition. In connection with the Acquisition on July 25, 2012, AMHC changed its name to Hangover Joe’s Holding Corporation.
3
The Merger Agreement further provided that within five business days after the closing of the Acquisition, the Company would sell to Accredited Members Acquisition Corporation (“Buyer”) all of the equity interests in three of the Company’s subsidiaries (the “Sale”), being AMI, AMHC Managed Services, Inc. and World Wide Premium Packers, Inc. (collectively, the “Subsidiaries”). Buyer is a privately-held Colorado corporation owned by two former directors of the Company, JW Roth and David Lavigne. The parties closed the Sale on July 27, 2012. The Buyer paid $10,044 and assumed all liabilities related to the business of the Subsidiaries in exchange for all of the shares in the Subsidiaries owned by the Company.
"LMAO!!! Please provide one example of where Asher or KBM was prosecuted for violations of the criminal usury laws.
You are copying and pasting information that isn't germane to the KBM complaint.
I am going to assume you haven't read the KBM Promissory Note - here you go"
Seems to me someone was just LMAO when they were just as positive a corporation couldn't use criminal usury as a defense. If I recall someone said HJOE didn't understand how usury laws worked in New York, HJOE's shareholders didn't know how they worked, and that I didn't know how they worked.
QUOTE
"This stuff is too funny - the HJOE guys have learned a new word - Usury but are clueless about how it in applied to corporations in New York.
You surely must understand that Corporations can't use it"
Quote:New York General Obligations Law § 5-521. Corporations prohibited from interposing defense of usury
No corporation shall hereafter interpose the defense of usury in any action. The term corporation, as used in this section, shall be construed to include all associations, and joint-stock companies having any of the powers and privileges of corporations not possessed by individuals or partnerships.
As it turns out I understood the New York usury laws and how they work, HJOE understood them, HJOE's shareholders understood them, HJOE's legal team understood them, my grandchildren in elementary school understood them, the homeless person living in the park on a bench understood them, my dog understood them.
But someone who spends their time LMAO is the only one who really didn't understand them yet was so sure they did. So sure in fact that this person posted a lot of information that had absolutely nothing to do with how the New York usury laws really work. Must be the only person around who knew nothing but thought they did until I proved beyond a doubt they didn't know what they were talking about.
Here, the general defense of usury has been interposed by counsel on behalf of both one corporate defendant and one individual defendant. The practice of charging interest at a rate higher than that allowed by applicable law constitutes usury and any loan of money or the forbearance thereof which is in excess of the legal rate is deemed to be usurious, Matias v. Arango 289 AD2d 459 (2nd Dept. 2001). The civil usury defense is unavailable to and may not be interposed by a corporation or other business entity such as a limited liability company, GOL § 5-521 and is likewise unavailable to any party who acts as a guarantor of such an indebtedness, Schneider v. Phelps 41 NY2d 238 (1977). That having been said, however, the maximum rate of interest that may be charged in such an instance cannot exceed 25% per annum, as prescribed by the criminal usury statute. Where the interest rate charged exceeds 25% per annum, the defense of criminal usury may be asserted, even on behalf of a corporate obligor as well as any guarantors of such an indebtedness, In Re Colad Group Inc. 324 BR 208 (Bankr. W.D.NY 2005), A. Conner General Contracting Inc. v. Rols Capital Corp. 145 AD2d 452 (2nd Dept. 1988). [*3]
Frankly I don't care about the lawsuit with KBM even if they win which I doubt the company keeps moving forward and growing. Obviously with the note in question KBM makes a profit that's well beyond the 25% maximum allowed in New York at which point contrary to what you were just so sure you knew a corporation may in fact use criminal usury as a defense but one can never be sure how a court will decide a case.
Contrary to what was said HJOE does make money off each bag of LTCG chips sold in the agreement.
They will soon launch another product line branded by HJOE.
A new dealer for Las Vegas will start in a few weeks which is a key market
We're going to have #LasVegas dealer up in 3 weeks soon #VegasStrip will have hangover #SmartVendingMachines $HJOE pic.twitter.com/FG60bdg9nB
— Hangover Joe's Inc (@TheHangoverShot) May 25, 2016
"This stuff is too funny - the HJOE guys have learned a new word - Usury but are clueless about how it in applied to corporations in New York.
You surely must understand that Corporations can't use
Quote:New York General Obligations Law § 5-521. Corporations prohibited from interposing defense of usury
No corporation shall hereafter interpose the defense of usury in any action. The term corporation, as used in this section, shall be construed to include all associations, and joint-stock companies having any of the powers and privileges of corporations not possessed by individuals or partnerships.
What you posted and have failed to understand is that what you posted is about Real Estate and has nothing to do with Corporate loans."
The case you provided a link for has nothing to do with a corporation using criminal usuary as a defense. Since you seem to be having a hard time understanding that here's something that proves they can.
Here, the general defense of usury has been interposed by counsel on behalf of both one corporate defendant and one individual defendant. The practice of charging interest at a rate higher than that allowed by applicable law constitutes usury and any loan of money or the forbearance thereof which is in excess of the legal rate is deemed to be usurious, Matias v. Arango 289 AD2d 459 (2nd Dept. 2001). The civil usury defense is unavailable to and may not be interposed by a corporation or other business entity such as a limited liability company, GOL § 5-521 and is likewise unavailable to any party who acts as a guarantor of such an indebtedness, Schneider v. Phelps 41 NY2d 238 (1977). That having been said, however, the maximum rate of interest that may be charged in such an instance cannot exceed 25% per annum, as prescribed by the criminal usury statute. Where the interest rate charged exceeds 25% per annum, the defense of criminal usury may be asserted, even on behalf of a corporate obligor as well as any guarantors of such an indebtedness, In Re Colad Group Inc. 324 BR 208 (Bankr. W.D.NY 2005), A. Conner General Contracting Inc. v. Rols Capital Corp. 145 AD2d 452 (2nd Dept. 1988). [*3]
Since usury has been established by clear and convincing evidence, the Court must next make a determination as to the statutory remedy that is applicable to case at bar. While the provisions of the Penal Law may apply, the Court finds that the General Obligations Law is equally controlling with respect to remediation. Section 5-511(1) of the General Obligations Law decrees that a contract that is found to be usurious is void ab initio and so continues in perpetuity, Wilkie v. Roosevelt 3 Johns. Cas. 206 (Supreme Court of Judicature, 1802), Sabine v. Paine 223 NY 401 (1918). The provisions of General Obligations Law Section 5-511(2) mandate that "...the court shall declare the same to be void, enjoin any prosecution thereon, and order the same to be surrendered and cancelled." G.O.L. § 5-511(2). The language of the statute is mandatory, leaves no room for judicial discretion and therefore requires a declaration by this Court that the entire obligation sought to be enforced by Plaintiff is null and void, from its very inception, Szerdahelyi v. Harris 67 NY2d 42 (1986).
Upon a careful review of the entire record before the Court, it is clear that reverse summary judgment pursuant to CPLR § 3212(b) is appropriate, both legally and factually. For the reasons hereinabove set forth, reverse summary judgment will be granted in favor of Defendants, dismissing this action with [*4]prejudice.
Accordingly, the Court determines that the promissory note sought to be enforced by Plaintiff is void ab initio, that the same is and shall continue to be wholly unenforceable, that the same is and shall be cancelled and of no further force and effect and that Plaintiff shall be barred, enjoined and prohibited from taking any steps to enforce the promissory note or any portion thereof. Accordingly, it is
ORDERED, ADJUDGED and DECREED that the application of Plaintiff for summary judgment in his favor pursuant to CPLR § 3213 shall be and the same is hereby denied in its entirety; and it is further
ORDERED, ADJUDGED and DECREED that upon searching the record, reverse summary judgment pursuant to CPLR § 3212(b) shall be and the same is hereby granted in favor of Defendants; and it is further
ORDERED, ADJUDGED and DECREED that the promissory note between Plaintiff as obligee and Defendants as obligors and guarantors dated May 17, 2011 shall be and the same is hereby declared to be null, void, cancelled, void and of no force and effect; and it is further
http://law.justia.com/cases/new-york/other-courts/2014/2014-ny-slip-op-50141-u.html
http://law.justia.com/cases/new-york/appellate-division-second-department/2015/2014-01372.html
"Did you even read what you posted??? LMAO!!!
One item is about real estate! SMH!
Quote:2. The provisions of subdivision one of this section shall not apply to a corporation, the principal asset of which shall be the ownership of a one or two family dwelling, where it appears either that the said corporation was organized and created...
You do understand that this has absolutely nothing to do with the the KBM loan.
As well as item 3 that you posted. Truly amazing. "
So in other words you really don't understand number 2 is an exception to what you copied and pasted which of course has nothing to do with the KBM loan. That being that a corporation may not impose a defense of usuary, and number 3 clearly states a corporation may in fact impose a defense of CRIMINAL USUARY which does have to do with the KBM loan. Just like you're trying to make others believe HJOE doesn't make any money from the LTCG chips when in fact they do. They are the one who negotiated the deal in the first place. I really feel sorry for you.
That is not truly amazing to me that you don't understand it. Rather it's what I expected of you.Looks like a whole group I showed it to is laughing about it. But don't worry rest assured their not laughing with you they are ALL laughing at you.
3. The provisions of subdivision one of this section shall not apply
to any action in which a corporation interposes a defense of criminal
usury as described in section 190.40 of the penal law.
http://yonkerspolice.org/penal.law/article190.htm#p190.42
Next time try copying the whole thing instead of just the part you want others to believe is true when in fact it's not. Read the last part of what you left out. LMAO
Corporations prohibited from interposing defense of usury. 1.
No corporation shall hereafter interpose the defense of usury in any
action. The term corporation, as used in this section, shall be
construed to include all associations, and joint-stock companies having
any of the powers and privileges of corporations not possessed by
individuals or partnerships.
2. The provisions of subdivision one of this section shall not apply
to a corporation, the principal asset of which shall be the ownership of
a one or two family dwelling, where it appears either that the said
corporation was organized and created, or that the controlling interest
therein was acquired, within a period of six months prior to the
execution, by said corporation of a bond or note evidencing
indebtedness, and a mortgage creating a lien for said indebtedness on
the said one or two family dwelling; provided, that as to any such bond,
note or mortgage executed by such a corporation and effective prior to
April sixth, nineteen hundred fifty-six, the defense of usury may be
interposed only in an action or proceeding instituted for the
collection, enforcement or foreclosure of such note, bond or mortgage.
Any provision of any contract, or any separate written instrument
executed prior to, simultaneously with or within sixty days after the
delivery of any moneys to any borrower in connection with such
indebtedness, whereby the defense of usury is waived or any such
corporation is estopped from asserting it, is hereby declared to be
contrary to public policy and absolutely void.
3. The provisions of subdivision one of this section shall not apply
to any action in which a corporation interposes a defense of criminal
usury as described in section 190.40 of the penal law.
"Looks like HJOE is preparing for a bankruptcy filing."
Nothing could be further from the truth. HJOE is adding new products for the 35 to 40 dealers they already have to sell. They will soon be adding another product line branded by HJOE. This will increase revenues for HJOE and for the dealers they already have without them having to pay any additional dealership fees. Having the energy shot, the hangover shot, the different flavors of LTCG chips, plus the new product line yet to be announced will increase interest from new dealers in purchasing new dealerships in markets not already covered. All this is being done without HJOE doing anymore loans, toxic or otherwise. Or selling or issuing anymore shares at all for these deals.
Dealer will start loading stores with Chips soon and another Item a Hangover Joe's exclusive coming stay tuned $HJOE pic.twitter.com/6A55JV6fHe
— Hangover Joe's Inc (@TheHangoverShot) May 23, 2016
"Yawn, and that doesn't generate any revenue for HJOE."
The truth is this deal didn't cost HJOE any money, they didn't issue any shares for it, there were no loans (toxic or otherwise) needed for it. But HJOE makes money off every bag of LTCG chips purchased through this deal. There's also another product line coming soon that will be HJOE branded.
It looks like the company does have more products coming other than the LTCG chips, and these are branded by HJOE. This just keeps getting better. Well at least it keeps getting better for some of us anyway, maybe not so much for a few others.
The Hammer ?@MMAstock
@TheHangoverShot @GitRDoneLarry so is Larry the Cable Guy Pretzels Popcorn next for $HJOE ?
Hangover Joe's Inc ?@TheHangoverShot 9 hours ago
@MMAstock No it's all branded to Hangover Joe's baby and in test its already rocking massive! $HJOE
Looks like Larry the Cable Guy's spreading the word on HJOE's dealers.
These Cheeseburger chips are awesome! Larry blast out dealers taking to stores around USA
These Cheeseburger chips are awesome! Larry blast out dealers taking to stores around USA https://t.co/VnnWKTLZEB pic.twitter.com/QBEFfqWkwz
— Hangover Joe's Inc (@TheHangoverShot) May 18, 2016
Must be getting hard for some to keep hiding from the truth. HJOE has about 40 dealers now. Their adding another product line for the dealers to sell increasing revenues for both the company and the dealers. Now they have a dealer for Vegas which is a key market.
Hangover Joe's Inc? @TheHangoverShot
Now Official! We have a new dealer #LasVegas! Were going run this city again, shots vending and more! Big Day $HJOE
May 16, 2016, 2:45:13 PM
"Gilstrap doesn't seem to be nearly as wealthy as HJOE and some posters would like everyone to believe. It is very doubtful he provided HJOE with $500,000. Gilstrap's name appears in the filings on only two occasions, and nowhere is it said how much he paid for his shares. "
Gene Gilstrap
10,275,000
7.4%
Actually it's explained in great detail how much Gilstrap paid for the shares in the SEC filings. It's about 3 cents a share in case you need help with the math. The balance the $500,000 he invested so far was at the same price. If you want to see that too you know where to find the truth.
On April 12, 2013, the Company executed a term sheet with an accredited investor (“Investor”) for a proposed investment of $1,000,000 in the Company in exchange for 15,000,000 shares of common stock, 5,000,000 shares of Series C Preferred Stock, and warrants to acquire 500,000 shares of common stock at $0.12 per share for a period of five years. The first tranche of $500,000 was to be deposited on or before May 17, 2013 in exchange for 15,000,000 shares of common stock and warrants to acquire 250,000 common shares described above. The second tranche of $500,000 was to be deposited on or before September 20, 2013 in exchange for 5,000,000 shares of Series C Preferred Stock and warrants to acquire 250,000 common shares described above. As of December 31, 2013, the Company received $342,500 toward the first investment tranche. Subsequent to December 31, 2013, the Company agreed to issue 10,275,000 common shares to the Investor for the $342,500 previously paid. There are currently no issued and outstanding Series C Preferred Shares and the Investor agreed to accept shares of common stock in lieu of Series C Preferred Shares. The common shares to be authorized will not be issued in connection with the Series C Preferred Stock initially offered to the Investor.
http://www.sec.gov/Archives/edgar/data/1388132/000107997314000332/hjoe_def14c.htm
They have established dealers in the following cities/States.
NY (Queens)
CO (Denver, Carr, Littleton, Fort Collins, Colorado Springs)
IA ( Quad-cities)
TX (San Antonio, El Paso, Beaumont, Justin, Denton, Amarillo)
FLA (Miami)
CA (Orange County, San Diego)
LA (New Orleans, Baton Rouge, Lafayette)
Washington DC
MO (St. Louis)
ID (Boise)
AZ (Laughlin)
WA (Vancouver)
IN (South Bend, Michiana)
OH (Cincinatti)
OK (Tulsa)
NE (Lincoln)
NM (Albuquerque)
NC (Asheville)
"james885, HJOE went to them and signed a deal and took $$$."
http://www.schlamstone.com/personal-guaranty-unenforceable-because-loan-was-usurious/
http://www.schlamstone.com/wp-content/uploads/2014/06/sasidharan-v-piverger-2014-ny-slip-op-50890u.pdf
Under New York law, usurious contracts are unenforceable. A usurious contract is void and relieves the obligor thereunder of the obligation to repay principal and interest thereon.
A transaction is usurious under civil law when it imposes an interest rate exceeding 16% per annum, and it is criminally usurious when it imposes an interest rate exceeding 25% per annum. While the defense of civil usury is unavailable to a corporation or an individual guarantor of a corporate obligation, a corporation or a guarantor of a corporation’s debt may assert a defense of criminal usury.
Under New York law, usurious contracts are unenforceable (see General Obligations Law §§5-521, 5-511; Penal Law § 190.40; Lloyd Capital Corp. v Pat Henchar, Inc.
, 80 NY2d 124, 127 [1992] Seidel v 18 E. 17th St. Owners, 79 NY2d 735, 740-741 [1992]). A usurious contract is void and relieves the obligor thereunder of the obligation to repay principal and interest thereon (see General Obligations Law § 5-511; Seidel, 79 NY2d at 740; Blue Wolf Capital Fund II, L.P. v American Stevedoring, Inc. , 105 AD3d 178, 182 [1st Dept 2013] Venables v Sagona, 85 AD3d 904, 905 [2d Dept 2011] Abir v Malky, Inc. , 59 AD3d 646, 649 [2d Dept 2009] Stanley Weisz, P.C. Retirement Plan v NCHD Assoc. , 237 AD2d 276, 277 [2d Dept 1997] Fareri v Rain's Intl.
,187 AD2d 481, 482 [2d Dept 1992]). A transaction is usurious under civil law when it imposes an interest rate exceeding 16% per annum ( see General Obligations Law § 5-501 [1] Banking Law § 14-a [1]), and it is criminally usurious when it imposes an interest rate exceeding 25% per annum ( see Penal Law §§ 190.40, 190.42). While the defense of civil usury is unavailable to a corporation or an individual guarantor
of a corporate obligation ( see General Obligations Law § 5-521 [1] Schneider v Phelps, 41 NY2d 238, 242 [1977] Pepin v Jani, 101 AD3d 694, 695 [2d Dept 2012]Arbuzo v aSkalet, 92 AD3d 816 , 816 [2d Dept 2012] Tower Funding v Berry Realty, 302 AD2d 513, 514 [2d Dept 2003]), a corporation or a guarantor of a corporation's Under New York law, usurious contracts are unenforceable. A usurious contract is void and relieves the obligor thereunder of the obligation to repay principal and interest thereon.
The Kramer brothers should stick with loansharking and other criminal activities like usurious loans. Looks like they don't know how to run a legitimate business. LMAO
http://www.hollywoodreporter.com/news/afm-dan...mer-747466
The drama, currently shooting in New York, will be the first project for the Kramer Brothers' and Grodnik's new shingle, Remark Films
Producer Daniel Grodnik (Bobby) of Mass Hysteria Entertainment is teaming with penny stock investors Curt and Seth Kramer to launch Remark Films, a production shingle that aims to co-finance two to five feature films a year, budgeted in the $10 million and under range. In addition to financing production, Remark will have funds for in-house development.
The first project to come under the Remark Films banner will be Grodnik's Daughter of God, the feature film debut from director Gee Marlik Linton that stars Keanu Reeves, Ana de Armas and Mira Sorvino. Reeves, Linton, and Robin Gurland are producing the picture, with Cassian Elwes, the Kramer Brothers and Grodnik serving as executive producers.
The drama, which is currently shooting in New York, follows a young Latina woman (De Armas) who, after witnessing a miracle, has a series of other strange experiences as police detective Scott Galban (Reeves) searches for the truth behind his partner's death.
http://www.torontosun.com/2016/03/10/epic-flo...2550-in-uk
Keanu Reeves new film Exposed has flopped spectacularly by taking less than $150 in its opening weekend at the U.K. box-office.
The crime thriller was only screened in five cinemas, making a paltry $125.50. The terrible figure means it made $24.90 per theatre, roughly the price of two adult tickets.
Exposed's disastrous ticket sales and appalling reviews are a far cry from Keanu's days as the face of The Matrix franchise, which over the course of three films made more than $1.6 billion at the box-office.
"The film had terrible reviews but you would think Keanu could do better than less than £100," a source told British newspaper The Sun. "In his Matrix days he earned over £100 million from the series."
Exposed's shocking failure may be down to its troubled and controversial production history, with original director Gee Malik Linton eventually battling to have his name removed from the film's credits.
The filmmaker resorted to legal action after studio bosses at Lionsgate allegedly insisted the film, originally a bilingual drama in Spanish and English titled Daughter of God, was re-cut into a crime thriller focusing on Keanu.
" We went) from a masterpiece to 'here we go again,' taking away the pure reality of the story, the core," Gabriel Lopez, an actor from the film told U.S. website The Root."Taking away everything because of Keanu Reeves, because he could sell more with his face."
The gamble on Keanu's star power to deliver box-office success appears to have failed spectacularly in Britain, and the film has only performed slightly better internationally, taking $138,013 around the world.
"back to the original question if a company moves from OTC Pink to OTCQB is this called Uplisting"
I wouldn't call it uplisting but more like moving to a higher level on OTCMarkets. It's the same with the NASDAQ. If a company is no longer eligible to trade on the NASDAQ Global market they are moved down a level to the NASDAQ Capital Market. Of course the reverse is also true a company on the NASDAQ Capital Market can move to the NASDAQ Global Market if when they qualify to. Is that considered uplisting to a higher lever or delisting to lower level on the NASDAQ? So it depends on what you mean by the term uplisting.
https://listingcenter.nasdaq.com/assets/initialguide.pdf
On May 16, 2013 the Securities and Exchange Commission (the “SEC”) updated its Established Public Market policy concerning the OTCMarkets OTCQX and OTCQB in its Compliance and Disclosure Interpretations in question 139.13.
The SEC confirmed that the OTCMarkets OTCQX and OTCQB are now considered “established public markets” for the purpose of determining the public market price when registering securities for resale with the SEC in equity line financings.
The SEC’s decision comes after a decade of changes and improvements in technology, transparency and regulation in the OTCMarkets OTCQX and OTCQB marketplaces. The SEC’s changes mark an important development for SEC reporting issuers trading on the OTCMarkets. Until now, these issuers have not been able to rely upon the stability, depth and breadth of broker-dealers quoting and trading on the OTCQX and OTCQB marketplaces to establish a public market price when raising capital.
The SEC’s decision does not come as a surprise, considering that last month the OTCMarkets OTCQB and OTCQX had dollar and trading volume of more than $11,435,474,866, and 2,293,347,061, respectively.
FINRA Seeks to Eliminate the OTCBB and Impose Regulations on the OTC Markets
October 28, 2014 •
On October 7, 2014, the SEC published a release instituting proceedings to determine whether to approve FINRA’s request to delete the rules related to, and the operations of, the OTC Bulletin Board quotation service. On June 27, 2014, FINRA quietly filed a proposed rule change with the SEC seeking to adopt rules relating to the quotation requirements for OTC equity services and to delete the rules relating to the OTCBB and thus cease its operations. Although the rule filing was published in the Federal Register, it garnered no attention in the small cap marketplace. Only one comment letter, from OTC Market Group, Inc. (“OTC Markets”) (i.e., the entity that owns and operates the inter-dealer quotation system known by its OTC Pink, OTCQB and OTCQX quotation tiers) was submitted in response to the filing.
The OTCBB has become increasingly irrelevant in the OTC marketplace for years. In October 2010, Prior to May 16, 2013, the OTCBB was considered “an established market” but the OTCQB and OTCQX were not. On May 16, 2013, that caveat was removed In particular, on May 16, 2013, the SEC updated their Compliance and Disclosure Interpretations confirming that the OTCQB and OTCQX marketplaces are now considered public marketplaces for purposes of establishing a public market price when registering securities for resale in equity line financings.
Since that time, the OTCBB has been largely irrelevant, and worse, a cause of confusion in the OTC marketplace. The OTC market is comprised of publicly traded securities that are not listed on a national securities exchange. The trading platforms for OTC securities are referred to as “inter-dealer quotation systems.” Today there are two main inter-dealer quotation systems: (i) the OTC Markets comprised of OTCQX, OTCQB, and pinksheets (www.otcmarkets.com); and (ii) the FINRA owed OTCBB (www.otcbb.com). Many small cap participants believe that the OTC marketplace is comprised of a single marketplace, and are confused by the actual existence of two such marketplaces.
The regulatory framework related to inter-dealer quotation services and OTC securities in general is widely centered on ensuring compliance with Section 17B of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Section 17B of the Exchange Act is the Securities Enforcement Remedies and Penny Stock Reform Act of 1990 (the “Penny Stock Act”). Although a complete discussion of the Penny Stock Act, the goal of the Act is to ensure the widespread dissemination of reliable and accurate quotation information on penny stocks. Over time, the OTC Markets has become much more efficient in meeting the goals of the Penny Stock Act while at the same time, the OTCBB has become much less efficient at meeting those same goals.
As set forth in the SEC Release, “FINRA proposed to adopt rules: (1) governing the treatment of quotations in OTC equity securities by member inter-dealer quotation systems and addressing fair and non-discriminatory access to such systems; (2) requiring member inter-dealer quotation systems to provide FINRA with a written description of quotation-related data products offered and related pricing information, including fees, rebates, discounts and cross-product pricing incentives; (3) expanding the reporting requirements related to quotation information in OTC equity securities; and (4) deleting the Rule 6500 Series and related rules and thereby ceasing operation of the OTCBB.”
The FINRA rule release seeks to eliminate the OTCBB and impose governing regulations on the remaining inter-dealer quotation system—to wit, the OTC Markets comprised of the OTCQX, OTCQB, and pinksheets (www.otcmarkets.com).
Proposed Deletion of the OTCBB Related Rules and OTCBB Marketplace
FINRA is proposing to delete the FINRA Rule 6500 Series, which governs the operation of the OTCBB, and cease operation of the OTCBB. In its request, FINRA states that the level of transparency in OTC equity securities facilitated by the OTCBB has been declining significantly for years such that the amount of information widely available to investors relying on the OTCBB bid and offer data has become negligible. FINRA further expressed its belief that “the remaining OTCBB information being disseminated to investors is so incomplete as to be potentially misleading with respect to the current pricing in these securities.”
There are approximately 10,000 OTC equity securities quoted on the OTC Markets, of which less than 10% are duly quoted on the OTC Markets and OTCBB and fewer than twelve (yes, 12) are solely quoted on the OTCBB. Moreover, it is widely known in the industry that the technology used to facilitate quotation on the OTCBB is antiquated and unreliable such that broker-dealers are derisive of using the system. Accordingly, FINRA notes that the discontinuance of the OTCBB will not have an impact on issuers, investors or member firms. FINRA has also committed to take steps to ensure a smooth transition for those few issuers still using the OTCBB system, including by directly contacting these issuers and assisting with a transition to OTC Markets.
Finally, FINRA believes that the requirements related to the Penny Stock Act, and in particular widely disseminated information regarding penny stocks, better lay with the issuers, broker-dealers, and FINRA members (such as OTC Markets) rather than with FINRA itself, which is an SRO (self-regulatory organization). In other words, FINRA does not believe it needs to own and operate an inter-dealer quotation system. However, presumably to address the SEC concerns in this regard, if the availability of quotation information to investors significantly declines, FINRA has committed to revisit and, if necessary, file a proposed rule change to establish an SRO-operated inter-dealer quotation system (or other measure) to ensure that compliance with the Penny Stock Act is met.
In response to FINRA’s request to eliminate the OTCBB, the SEC received a single comment letter and it was from OTC Markets. Needless to say, OTC Markets strongly supports the proposal as well as the proposed amendments to Rule 6431 discussed below. OTC Markets welcomes the enhanced responsibility and regulations imposed upon it and FINRA’s oversight as a regulator, and it agreed with all aspects of FINRA’s proposals. OTC Markets stated that the discontinuation of FINRA’s OTCBB, together with FINRA’s expanded oversight of OTC Markets, would help eliminate investor and issuer confusion while promoting compliance with the Penny Stock Act.
OTC Markets points out that “FINRA’s OTCBB no longer provides broker-dealers with an effective service for pricing securities, and market participants will be better served by FINRA regulating Qualifying IQSs [inter-dealer quotation services] instead of expending resources trying to operate the OTCBB.”
The Proposed Regulatory Rule Changes Related to Inter-Dealer Quotation Systems
Pursuant to Section 15A of the Exchange Act, FINRA is tasked with adopting and implementing regulations designed “to produce fair and informative quotations, to prevent fictitious or misleading quotations, and to promote orderly procedures for collecting, distributing, and publishing quotations.” In that regard, FINRA has developed a regulatory framework including FINRA’s Rule 6400 series (Quoting and Trading in OTC Equity Securities) and Rule 5200 Series (Quotation and Trading Obligations and Practices) and the Rule 6500 series, governing the OTCBB. FINRA also owns and operates the OTCBB.
The current regulatory framework governs the FINRA member firm’s quotation activity and not the inter-dealer quotation service itself. That is, the current regulatory framework governs the broker-dealers/FINRA member firms’ activities in entering quotes on the inter-dealer quotation system, but does not impose rules or regulations on the inter-dealer quotation system itself.
For example, there are rules that require FINRA members to either file a Form 211 with FINRA including due diligence and disclosure on the company whose securities are being quoted, or be able to rely on another firm’s 211 filing (piggyback qualified) prior to initiating a quote; rules related to minimum bid price increments ($0.0001 for OTC equity securities priced under $1.00 and $.01 for those priced over $1.00); rules prohibiting cross-quotation; rules requiring the display of customer limit orders; and a requirement that any quoted bid or asked price represent a bona fide bid for or offer of such security (i.e., the “fictitious quotation” prohibition).
FINRA is now proposing to adopt rules that regulate the inter-dealer quotation service itself, which after elimination of the OTCBB will be comprised of the OTC Markets, including the OTCQX, OTCQB, and pinksheets.
"Neither the SEC nor FINRA recognizes them in any way".
https://www.sec.gov/investor/pubs/microcapstock.htm
OTCQB - includes the securities of companies that are current in their reporting to the SEC or a U.S. bank, thrift or insurance regulator;
OTCQX - reserved for the securities of companies that are current in their reporting to the SEC or a U.S. bank, thrift or insurance regulator, or, in the case of companies that are not required to report to the SEC, meet and remain current in their reporting obligations to OTC Link under its proprietary Alternative Reporting Standard; meet certain eligibility requirements; have audited financial statements; and partner with a third-party securities attorney or investment bank that reviews disclosure and acts as a professional advisor; and
OTC Pink - an open marketplace for a broad spectrum of equity securities, with no financial standards or reporting requirements.
"Which are recognized by no one. They are not sanctioned by any regulator. OTCMarkets is a paid stock promotions company. It would be no different than if some guy named Bob decided to invent his own OTC "tiers" and charged companies $10,000 to be listed on one of Bob's tiers. All the stock on the OTC trade exactly the same regardless of what tier they pay to be on. The tiers are completely meaningless. Just for show. Neither the SEC nor FINRA, the 2 actual legal regulators that regulate the OTC Market, recognize those tiers in any way. "
https://www.sec.gov/answers/listing.htm
https://en.wikipedia.org/wiki/Over-the-counter_%28finance%29
Usually OTC stocks are not listed nor traded on exchanges, and vice versa. Stocks quoted on the OTCBB must comply with certain limited U.S. Securities and Exchange Commission (SEC) reporting requirements. The SEC imposes more stringent financial and reporting requirements on other OTC stocks, specifically the OTCQX stocks (traded through the OTC Market Group Inc).
"No, it isn't. Those "tiers" are meaningless - a complete invention by OTCMarkets, who is not a regulator. They are a paid stock promoter. To move up a tier just means the Company can write a check. That means nothing and is not an "uplisting" as only Exchanges are, by definition, listings. OTC tiers are not exchange, so no listing.
As long as the check doesn't bounce, OTCMarkets is happy to "accept" any company that applies and is willing to waste their shareholder's money on such meaningless tripe. "
Each level on the OTCMarkets has their own listing requirements. HJOE was quoted on the OTCQB until they no longer met those requirements. They can be quoted there again once they meet the requirements again.
http://www.otcmarkets.com/marketplaces/otc-pink
http://www.otcmarkets.com/learn/otcqb
http://www.otcmarkets.com/services/companies/otcqx-us/qualifications
"is HJOE still selling Warner Bros labeled bottles? EOM"
No the first photo in the slide show shows the bottles with the new labels they are selling. The others are old photos at other events showing the old labels. EOM