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We have received confirmation from the listed securities attorney - YES they are representing $MSTO as noted in the annual filing
Date: Tuesday, April 18, 2023 at 12:24 PM
To: Jonathan Leinwand <jonathan@jdlpa.com>
Subject: Masterbeat Corp MSTO
Securities Counsel (must include Counsel preparing Attorney Letters).
Name: Jonathan Leinwand, Esq.
Firm: Jonathan D. Leinwand, P.A.
Address 1: 18305 Biscayne Blvd Suite 200
Address 2: Aventura, FL 33180
Phone: (954) 9037856
Email: jonathan@jdlpa.com
The recent public 2022 Annual filing shows you as the new Securities
Counsel for Masterbeat Corp MSTO. Is that correct and are you still the
current counsel for the company?
Thank you for your reply
Dr. David Blunt
MSTO Stockholder
REPLY: Yes.
0.0005 0.0002 (66.67%) Volume: 2,000,000
$MSTO
Masterbeat Corporation (CE)
Day Range: 0.0005 - 0.0005
Last Trade Time: 9:54:13 AM EDT
Don't go anywhere just yet filing shows:
Securities Counsel (must include Counsel preparing Attorney Letters).
Name: Jonathan Leinwand, Esq.
Firm: Jonathan D. Leinwand, P.A.
Address 1: 18305 Biscayne Blvd Suite 200
Address 2: Aventura, FL 33180
Phone: (954) 9037856
Email: jonathan@jdlpa.com
...and if the $1 Preferred A stock value CEO Josh doesn't boil your blood then enjoy this slick move he did on the recent 2022 annual filing. He currently owns 20,000,000 (20 Million) preferred which had 100 votes per share or 2,000,000,000 (2 Billion) and now has changed it to 500 votes per share or 10,000,0000,000 (10 Billion). At some point we guess he realized giving RSO Eric (previous toxic lender) keys to the kingdom has its vulnerabilities... thus there is no interest in protecting the shareholder.
$MSTO could trade to the moon right now but last time we looked (5 minutes ago) it was still sitting in the Expert Market Dark/Defunct and that means those trades are outside the U.S. market (generally Canada) and of little to no value.
Just in case you had any doubts as to your standing as a common share stockholder $MSTO CEO Josh has spelled it out again for you in the recent annual filing:
Security Description:
The goal of this section is to provide a clear understanding of the material rights and privileges of the securities issued by the company. Please provide the below information for each class of the company’s equity securities, as applicable:
1. For common equity, describe any dividend, voting and preemption rights. The holders of shares of common stock of the corporation (the “Common Stock”) shall be entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. The holders of Common Stock shall be entitled to receive such dividends, if any, as may be declared from time to time by the Board of Directors out of funds legally available therefor. In the event of any liquidation, dissolution or winding up of the corporation, the holders of Common Stock shall be entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preferences of any outstanding preferred stock. The Common Stock do not have any pre-emptive rights.
2. For preferred stock, describe the dividend, voting, conversion, and liquidation rights as well as redemption or sinking fund provisions.
CLASS A CONVERTIBLE PREFERRED STOCK
1. Designation and Amount. The designation of this class of capital stock shall be “Class A Convertible Preferred Stock,” par value $0.0001 per share (the “Class A Stock”). The number of shares, powers, terms, conditions, designations, preferences and privileges, relative, participating, optional and other special rights, and qualifications, limitations and restrictions, if any, of the Class A Stock shall be as set forth herein. The number of authorized shares of the Class A Stock is 20,000,000 shares. The term “Preferred Stock” shall mean the Class A Stock and any other class of preferred stock that the Board of Directors may establish in accordance with the Certificate of Incorporation.
2. Ranking. The Corporation’s Class A Stock shall rank, as to dividends and upon Liquidation (as defined in Section 4(b) hereof), senior and prior to the Corporation’s common stock, par value $0.0001 per share (the “Common Stock”) and to all other classes or class of stock issued by the Corporation, except as otherwise approved by the affirmative vote or consent of the holders of a majority of the shares of Class A Stock pursuant to Section 6(c) hereof.
3. Dividend Provisions. The holders of shares of Class A Stock have no dividend rights except as may be declared by the Board of Directors of the Corporation in its sole and absolute discretion, out of funds legally available for that purpose.
4. Liquidation Rights.
4(a) With respect to rights on Liquidation (as defined in Section 4(b) hereof), the Class A Stock shall rank senior and prior to the Corporation’s Common Stock and to all other classes or series of stock issued by the Corporation, except as otherwise approved by the affirmative vote or consent of the holders of at least a majority of Class A Stock outstanding pursuant to Section 6(a) hereof.
4(b) In the event of any liquidation, dissolution or winding-up of the affairs of the Corporation (collectively, a “Liquidation”), the sole participation to which the holders of shares of Class A Stock then outstanding (the “Class A Stockholders”) shall be entitled, out of the assets of the Corporation legally available for distribution to its stockholders, whether from capital, surplus or earnings, to receive, before any payment shall be made to the holders of the Corporation’s Common Stock or any other class or series of stock ranking on Liquidation junior to such Class A Stock, an amount per share equal to $1.00. If upon any such Liquidation of the Corporation, the remaining assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of shares of Class A Stock the full amount to which they shall be entitled, the holders of shares of Class A Stock and any class or series of stock ranking on liquidation on a parity with the Class A Stock shall share pari passu in any distribution of the remaining assets and funds of the Corporation in proportion to the respective liquidation amounts of the Preferred Stock that would otherwise be payable to the holders of Preferred Stock with respect to the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.
5. Voting. The Class A Stockholders shall be entitled to vote on all matters requiring a shareholder vote of the Corporation. Each shareholder of record of Masterbeat Corporation Class A Stock shall have one hundred (500) votes (numeric error) for each Class A Stock share outstanding in his or her name on the books of the Corporation.
6. Conversion.
6(a) Any Class A Stockholder shall have the right to convert any or all of its Class A Stock into 10 shares of fully paid and nonassessable shares of Common Stock for each share of Class A Stock so converted. In any event, holders of Class A Stock will have the right to convert as described in this Section 6 upon an initial or secondary public offering of Common Stock by the Corporation or in the event of a change in control as defined in the Rules and Regulations of the Securities and Exchange Commission.
6(b)(i) Any Class A Stockholder may exercise the right to convert such shares into Common Stock pursuant to this Section 6 by delivering to the Corporation during regular business hours, at the office of the Corporation or any transfer agent of the Corporation or at such other place as may be designated by the Corporation, the certificate or certificates for the shares to be converted (the “Class A Preferred Certificate”), duly endorsed or assigned in blank to the Corporation (if required by it).
6(b)(ii) Each Class A Preferred Certificate shall be accompanied by written notice stating that such holder elects to convert such shares and stating the name or names (with address) in which the certificate or certificates for the shares of Common Stock (the “Common Certificate”) are to be issued. Such conversion shall be deemed to have been effected on the date when such delivery is made, and such date is referred to herein as the “Conversion Date.”
6(b)(iii) As promptly as practicable thereafter, the Corporation shall issue and deliver to or upon the written order of such holder, at the place designated by such holder, a certificate or certificates for the number of shares of Common Stock to which such holder is entitled.
6(b)(iv) The person in whose name the certificate or certificates for Common Stock are to be issued shall be deemed to have become a holder of record of Common Stock on the applicable Conversion Date, unless the transfer books of the Corporation are closed on such Conversion Date, in which event the holder shall be deemed to have become the stockholder of record on the next succeeding date on which the transfer books are open, provided that the Conversion Price shall be that Conversion Price in effect on the Conversion Date.
6(b)(v) Upon conversion of only a portion of the number of shares covered by a Class A Preferred Certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Class A Preferred Certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Class A Stock representing the unconverted portion of the Class A Preferred Certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such shares.
6(c) The Corporation shall pay all documentary, stamp or other transactional taxes (excluding income taxes) attributable to the issuance or delivery of shares of capital stock of the Corporation upon conversion of any shares of Class A Stock; provided, however, that the Corporation shall not be required to pay any taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such shares in a name other than that of the Class A Stockholder in respect of which such shares of Class A Stock are being issued.
6(d) The Corporation shall reserve out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the Class A Stock sufficient shares of Common Stock to provide for the conversion of all outstanding shares of Class A Stock.
6(e) All shares of Common Stock which may be issued in connection with the conversion provisions set forth herein will, upon issuance by the Corporation, be validly issued, fully paid and nonassessable, not subject to any preemptive or similar rights and free from all taxes, liens or charges with respect thereto created or imposed by the Corporation.
0.0003 0.00 (0.00%) Volume: 1,201,000
$MSTO
Masterbeat Corporation (CE)
Day Range: 0.0003 - 0.0003
Last Trade Time: 11:04:54 AM EDT
0.0003 0.00 (0.00%) Volume: 0
$MSTO
Masterbeat Corporation (CE)
0.0003 0.00 (0.00%) Volume: 1,000,000
$MSTO
Masterbeat Corporation (CE)
Day Range: 0.0003 - 0.0003
Last Trade Time: 10:08:44 AM EDT
We see the $MSTO filings are fuzzy math and that has been hashed. The issue right now is can CEO Josh get an attorney to buy into it... or we are not going anywhere -- the REG A is going to cost him dearly to try and unwind that. If I got handed those shares on an error of oversight - nope I am not moving off them until it is a sweet pot.
0.0003 0.00 (0.00%) Volume: 0
$MSTO
Masterbeat Corporation (CE)
0.0003 0.00 (0.00%) Volume: 159,520
$MSTO
Masterbeat Corporation (CE)
Day Range: 0.0003 - 0.0003
Last Trade Time: 10:24:16 AM EDT
0.0005 0.00 (0.00%) Volume: 0
$MSTO
Masterbeat Corporation (CE)
Thanks for the positive $MSTO vibes. But we're not going anywhere near PINK until CEO Josh chases down an attorney unless of course you have an inside scoop on that? We still show none yet. https://www.otcmarkets.com/stock/MSTO/security
Remember IF he had completed the audits we could have slid around that - but that is par for the course ... "Attorney letters are required for a company to qualify for OTC Pink Current Information if that company does not submit audited financial statements prepared in accordance with U.S. GAAP and audited by a PCAOB qualified auditor."
0.0005 0.00 (0.00%) Volume: 0
$MSTO
Masterbeat Corporation (CE)
0.0005 0.00 (0.00%) Volume: 0
$MSTO
Masterbeat Corporation (CE)
0.0005 0.00 (0.00%) Volume: 3,000,000
$MSTO
Masterbeat Corporation (CE)
Day Range: 0.0005 - 0.0005
Last Trade Time: 3:45:29 PM EDT
$MSTO another filing uploaded - Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
Masterbeat Corporation
5178 Stefan Ridge Way
Buford, GA 30519
_______________________________
(561) 489-1503
info@masterbeatcorp.com
SIC Code: 6719
Quarterly Report
For the Period Ending: December 31, 2022
(the “Reporting Period”)
Per the recent $MSTO annual filing: On July 20, 2021, the Company purchased a real estate property at Baird Road, Santa Rosa Beach, FL 32459 for $965,765.50. The Company assumed a 12 month interest only mortgage in the amount of $374,000. This July will be two years the company has been paying on those two properties (interest only). A reminder for the most part CEO Josh can only build on one of the two properties purchased (wetlands is on the other). While the build is plugging along it's gonna take more than 6 months to build because of the restrictions. In addition to leveraging these two properties into one the recent filing indicates there is now a $230,000 SBA loan on it too. (Economic Injury Disaster Loan) well I should say there is a SBA sitting on Gulf or Baird or both.
Full Property Details
for Lot 35 Baird Rd
GENERAL
Sold For: $475,000
Taxes: $2,210 (2020)
Status: Closed
Type: Vacant Land
MLS ID: 873406
Added: 665 day(s) ago
Full Property Details
for Lot 36 Baird Rd
GENERAL
Sold For: $475,000
Taxes: $2,210 (2020)
Status: Closed
Type: Vacant Land
MLS ID: 873411
Added: 665 day(s) ago
0.0005 0.00 (0.00%) Volume: 2,300,000
$MSTO
Masterbeat Corporation (CE)
Day Range: 0.0005 - 0.0005
Last Trade Time: 3:55:03 PM EDT
CEO Josh went in with a 50/50 partnership with the LLC. They owned the property it appears he agreed to build on it and work a split. (op ed)The issue comes up with him double dipping on the balance of the split. That is, he had a grab fest of 30% on SBQ (that's flat out crooked and we called him out on that to no avail) then he self administered an outlandished compensation plan while stacking the balance sheet, loaded a covid relief debt (keep in mind he hustled a similar one on his ECO stone company) then slipped those same employees over to $MSTO - RSO Eric stuck his big fat nose back in the pot after CEO Josh suggested he was dumping that PED on top of that he misstated the REG A stock price in violation of that filing and the list goes on. At some point there will an unhappy camper who drops a dime on his antics and pesters the SEC to look into his shenanigans. Until then if we can get to pink limited the dump fest will be in full swing. Do some DD on RSO Eric and CEO Josh prior connections and you will get a taste of his overcooked dealings.
This is what $MSTO FUZZY math looks like...
March 18, 2022 Press Release
BUFORD, GA / ACCESSWIRE / March 18, 2022 / Masterbeat Corporation (OTC PINK:MSTO), a company specializing in hard, tangible asset acquisitions with an intense focus on real estate, collectible classic automobiles, and other tangible assets, is pleased to announce that the sale of 183 Rolling Dunes for $4.25 Million is expected to close the first week of May. The land acquisition and construction costs for this property are $1.85 Million ($1,850,000) which realizes a $2.4 Million ($2,400,000) gross profit.
Here is what CEO Josh really meant:
Page 17 of the recent 03/29/2023 Quarterly Report - Year End 2022
On July 7, 2022 the company sold a real estate property at 183 Rolling Dunes Drive, Santa Rosa Beach, FL 32459. The Company sold the property for $2,150,000.
We are still reviewing the $MSTO 03/29/2023 dated filing Quarterly Report - Year End 2022 - however, we have spoken to the specific issue several times in the past but briefly just to get others up to speed ~ if you look back at the property title and the previous PRs CEO Josh had said the build(s) are in partnership with other investors outside of $MSTO and SBQ.
$MSTO owned a 50/50 stake in the property with an unrelated family LLC. Thus, in calculating the basic numbers it would go 100 / 2 = 50 then 50 / a 70-30 split (CEO Josh taking a whopping 30%) the balance sitting on the books. Again, we are still reviewing the FUZZY math as "expected". You have to keep in mind the whole deal was built on RSO Eric the toxic lender shafting the retail trader at $.0001 then somehow on the back end CEO Josh paying his 6 employees (no clue who they are) plus the self written compensation package which is a ripoff. WE knew the $4.2 was an abuse of the 21E but CEO Josh takes great latitude in doing so. Over the next few days we will pour over it and offer some perspectives without rose colored glasses.
0.0003 0.00 (0.00%) Volume: 0
$MSTO
Masterbeat Corporation (CE)
0.0003 0.00 (0.00%) Volume: 0
$MSTO
Masterbeat Corporation (CE)
0.0003 0.00 (0.00%) Volume: 2,719,975
$MSTO
Masterbeat Corporation (CE)
Day Range: 0.0003 - 0.0003
Last Trade Time: 10:39:57 AM EDT
0.0003 0.00 (0.00%) Volume: 28,500
$MSTO
Masterbeat Corporation (CE)
Day Range: 0.0003 - 0.0003
Last Trade Time: 2:29:14 PM EDT
0.0003 0.00 (0.00%) Volume: 0
$MSTO
Masterbeat Corporation (CE)
0.0003 0.00 (0.00%) Volume: 4,205,000
$MSTO
Masterbeat Corporation (CE)
Day Range: 0.0003 - 0.0003
Last Trade Time: 3:09:50 PM EDT
Hmm if you have read the history of $MSTO then you know it was acquired and at this point it isn't worth changing. CEO Josh is still looking for direction and besides he is setting up for a SBQ spin off anyway...
0.0003 0.00 (0.00%) Volume: 0
$MSTO
Masterbeat Corporation (CE)
0.0003 0.00 (0.00%) Volume: 2,500,000
$MSTO
Masterbeat Corporation (CE)
Day Range: 0.0003 - 0.0003
Last Trade Time: 12:18:30 PM EDT
0.0003 0.00 (0.00%) Volume: 572,388
$MSTO
Masterbeat Corporation (CE)
Day Range: 0.0003 - 0.0003
Last Trade Time: 12:57:29 PM EDT
0.0003 0.00 (0.00%) Volume: 648,112
$MSTO
Masterbeat Corporation (CE)
Day Range: 0.0003 - 0.0003
Last Trade Time: 1:53:05 PM EDT
0.0003 0.0001 (50.00%) Volume: 1,032,388
$MSTO
Masterbeat Corporation (CE)
Day Range: 0.0002 - 0.0003
Last Trade Time: 2:07:15 PM EST