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I can understand how you feel. You've suffered ridicule and insults over your involvement with Pierce.
There's no offense taken in your post directed at me. And as I've done before, if I or anyone associated with me has personally offended you. Please accept my sincere apologies.
I hope you get a chance to read this before it's deleted.
On ISBG's website the phone number listed: (832) 390-2782.
Is that a working number?
It is a team, not at all the same person. Wrong again.
Here's the rest of the joke.
Is it Common_Cents or 2_poodles or Dr. Who..
Team Kong proved it can produce DKTS-ISBG internal documents. Team Kong has more, but we will not show our complete holdings.
We believe we know who's their legal representation, but do they know who their attorney's are:
1) Szaferman Lakind
2) Robert L. Sonfield
3) Craig Huffman
4) Robert L. Sonfield Jr.
I don't know at this time what "Team Autry" is saying or thinking. I did exchange text messages today with someone who's associated with Autry. It's a known fact from the recent unaudited ISBG statement part of the Autry deal was access to the MetLife Stadium Suite, but the question begs, who's funds paid for the suite?
My sources tell me, there was not an Autry rep at yesterday's ISBG BYOB party.
In our attempt (members of our team) attempted to discuss this with ISBG (the only way we could make contact was through twitter) was "you have to speak with our lawyers," But they won't inform us who their lawyer(s) are.
Full disclosure. Both.
I had the feeling it was to throw a bone out in an attempt to disguise actual intentions. Thank you for your clarification.
In reference to the audit.
My researchers have come up with another lead given to us by a well source person. But, let me stress we can't verify and possibly given this information to give an appearance the audit is really happening. The only problem the name leaked to us is not an audit firm but a cpa firm.
MHC Advisors, (248) 689-1120
I had assumed the same.
So, we contacted MetLife Stadium (201)559-1515. The person who assisted in our phone call was very polite. The person asked why were there so many people interested in this company, that they had been fielding phone calls all morning asking about ISBG.. WOW... Then he said, "It's just funny they act like it's some big deal, but basically anyone can be a MetLife Stadium Partner." We asked how much was paid for such partnership. We were told they couldn't disclose but could connect us with the Corporate Sponsorship Sales Department to discuss various participation plans.
We then contacted the New York Jets. Also, very helpful, the person didn't know anything about ISBG, would offer to connect us to the Director of Corporate Sponsorship, but at this time there's not a person in that position, but they are accepting resumes (so if anyone looking for a job here's one)
Next, we contacted the New York Giants (201) 935-8111. Again, a very nice person with a great Jersey accent. Had earlier calls on ISBG, but doesn't know anything about them.. Didn't offer to transfer to anyone else..
So, we called ISBG at (832) 390-2782, their number on ISBG website, but it's no longer a working number.
Then we contacted the property management for 700 Louisiana Ave, (713) 334-0181. Confirmed ISBG/DKTS do have a virtual office in the building. Again the receptionist was very nice told me they hold meetings, but she has rarely seen anyone associated lately.
So, in a final attempt, we contacted ISBG through twitter about the big announcement. ISBG did respond, asking if we were shareholders of record, which we are through DKTS. We responded and the response was contact our lawyers. We responded, no problem, who are your lawyers, we know of three different firms you have claimed.. No response yet.
Here's the latest from a person at MetLife Stadium:
The ISBG "BYOB" party was extremely successful!
Was overheard, big exec calling the distiller for three more bottles for next week for Giants!
Also noted, no one from the Autry Trust in attendance?
Wow!
Maybe the deal happened so fast ISBG name couldn't be added anywhere.
Wow.. Look at below.. really informational!
http://www.metlifestadium.com/stadium/partners/metlife-stadium-partners
Wow.. Check out below..
http://www.newyorkjets.com/fanzone/090114-jets-partner-promotions.html
I have a simple question.
Can you inform me the name of the firm that has been contracted to do the audit(s)?
I'm not going to rehash press releases or history of performance. Just inform me/us who are the auditors.
I appreciate your skepticism, which you have every right to have and is completely appropriate.
The settlement document is "legit."
Your argument is thoughtful and has basis. I respectfully disagree.
I want more than a "Civil Lawsuit"
I have definitive proof that the press release below was deliberately false and misleading in violation of Federal Criminal Statues.
HOUSTON, TX / ACCESSWIRE / May 14, 2015 / Top Shelf Brands Holdings, Inc., a Nevada Corporation (DKTS), is pleased to announce the company has accepted an offer from International Spirit and Beverage Group, Inc. (ISBG), to purchase a 75% stake in the Dziaq and Besado Tequila brands in exchange for shares of ISBG common stock and assumption of certain DKTS debt notes.
Top Shelf Brands Holdings, Inc., has agreed to distribute the shares of ISBG to the DKTS common shareholders of record as of 5:00 p.m., Eastern Daylight time on May 26, 2015, the record date for the distribution. The DKTS shareholders will receive one (1) share of International Spirit and Beverage Group, Inc., common stock for every fifteen (15) shares of Top Shelf Brands Holdings, Inc., held on the record date. A registration statement for the distribution of the International Spirit and Beverage Group shares shall be filed with the Securities and Exchange Commission within 30 days of the record date.
Any shareholder of DKTS common stock who sells shares of Top Shelf Brands Holdings, Inc., in the market on or before the record date will also be selling the right to receive the shares of International Spirit and Beverage Group, Inc. The shares issued to DKTS common stockholders will be subject to all applicable SEC rules governing share issuance in transactions such as this.
For the purpose of assuming the Top Shelf Brands debt, ISBG will issue a new series of restricted convertible preferred shares of ISBG to note holders of DKTS. The fair market value of the debt represented by the notes is $250,000 and will be exchanged for the new series of convertible preferred shares. The redemption value of the series of preferred will be equal to the fair market value of the Top Shelf Brands debt notes. The conversion of the preferred shares will be limited by the holding period of the applicable securities law regulations as well as the term over which the conversion is permitted.
About TSB: www.drinktopshelf.com
Top Shelf Brands Holdings incubates, creates, markets and supplies branded alcoholic beverages with an initial offering of Tequila, Liqueur and Bourbon. Being a federally licensed importer and supplier of alcoholic beverages gives us a competitive edge. Top Shelf Brands is dedicated to "Incubating and Creating Brands People Talk About". Top Shelf Brands is positioned to capitalize on the $1 trillion spirits industry. Strong growth in the industry is anticipated primarily in the premium category.
This news release contains "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. When used in this release, words such as "estimate," "expect," "anticipate," "projected," "planned," "forecasted" and similar expressions are intended to identify forward-looking statements, which are, by their very nature, no guarantees of Top Shelf Brands Holdings, Inc.'s future operational or financial performance, and are subject to risks and uncertainties. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. Due to the risks and uncertainties, actual events may differ materially from current expectations. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
SOURCE: Top Shelf Brands Holdings, Inc.
All below from SEC legal action.
..
Nov 21, 2014 ... “The Benous caused Conolog Corporation to issue press releases with false and misleading information that was used to promote the
Jul 18, 2014 ... Cowsert agreed and began issuing a series of false press releases, ... press releases with the materially false and misleading
. Sep 23, 2014 ... ... stock company and its CEO for issuing misleading press releases and ... defrauding investors by issuing false and misleading
May 21, 2009 ... ... trading to coincide with false or misleading press releases issued by ... gave investors the false impression that there was a ...
.
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SCM, I've read many of your posts. The majority of your posts are right on, thoughtful and intelligent.
You also appear to be a student of history. Go back and read the press release when The Gang That Couldn't Shoot Straight, stated DKTS lenders had accepted settlement offer (back in May). What's the date of the actual offer letter, August.
Now, back in April-May when they were working Mrs. Autry for the million dollars.. Oh.. don't worry we are taking care of the DKTS lenders..it's been settled..
August, Autry people, we were lead to believe this issue was settled in May.
It's legit.
From: The Gang That Couldn't Shoot Straight
Excuse me.
Do I know you. I was responding to 2_poodles. And no.. I'm not a Frenchman..
Common Cents = 2_poodles..??
Autry representative
What firm is doing the audit?
You are correct. There's not an audit. The attorney firm in the press release don't have client named ISBG. I can go on and on.. The elaboration of this scheme is so amateur. At least that what I had reported to the Autry representative.
Here's the quote from the press release from February 9.
"The first order of business for Brio will be to conduct Fima's comprehensive audit. David Briones, managing partner of Brio Financial, will oversee the audit and will be working with Szaferman, Lankind, Brumstein & Blader, P.C., to bring the company's financial records to a current reporting status, a critical component necessary for the company to uplist to the NASDAQ-OTCQB"
You are correct. But, one is the accountant of record for the ISBG current financials and the other in the ISBG press release as the audit firm hired to do the ISBG audit.
Read my most recent post on the DKTS Lenders agreement. I know you would enjoy the read.
A very good post: Here are the terms.
Are you associated with Allan?
You have mentioned the audit, who's doing the audit? I know who was in the press release as doing the audit, is not. I know the cpa who did the recent financials is not.
Below are the terms offered to a group of note holders, but not all note holders. What about the Palm Beach note holder and the lien holder(s) of BESADO.
Here's the offer..
PRIVATE PLACEMENT AUGUST 10, 2015 CONFIDENTIAL
EXCHANGE PROPOSAL
SERIES A CONVERTIBLE PREFERRED STOCK
Liquidation Preference $.20 per share
Exchangeable for
PROMISSORY NOTES — PRINCIPAL AMOUNT $347,500
This term sheet is confidential, and none of its provisions, or terms shall be disclosed to anyone other than a holder of promissory notes or their respective agents, advisers or legal counsel, unless required by law without the prior written consent of International Spirit and Beverage Group, Inc. Except for the confidentiality provision, this letter is non-binding and subject to the parties entering into formal agreements setting forth their respective rights and obligations. Such agreements will contain customary representations, warranties and indemnifications. The material terms of the proposal are set forth below.
HIGHLIGHTS
Proposal to:
The holders of promissory notes of varying dates executed by Top Shelf Brands Holdings Corp. in the total original principal amount of $347,500.
Proposal by:
International Spirit and Beverage Group, Inc. (OTC Markets Pink: ISBG) an authorized federal importer, licensor and marketer of alcoholic beverages. ISBG is growing its holdings and brands through events, concerts, celebrity driven venues and sport team sponsorships to globally advance growth.
Proposal:
Exchange 1,700,000 units ratably for promissory notes of varying dates executed by Top Shelf Brands Holdings Corp. in the total original principal amount of $347,500.
Each unit consisting of:
• one restricted share of Series B Convertible Preferred stock; and
• one restricted warrant to purchase common stock.
Use of Funds:
International Spirit and Beverage Group, Inc. will not receive any proceeds from the exchange.
Management:
Alonzo V. Pierce is President, CEO, Secretary & Director at Top Shelf Brands Holdings Corp. and President, Chief Executive Officer & Director at Emperial Americas, Inc. He is a member of the Board of Directors at Top Shelf Brands Holdings Corp. and Emperial Americas, Inc. Mr. Pierce was previously employed as President, Chief Executive Officer & Director of AAA Public Adjusting Group, Inc. He received his undergraduate degree from Baylor University.
International Spirit and Beverage Group, Inc., Bank of America Center, 700 Louisiana, Suite 3950, Houston, Texas
77002, Tel. (832) 390-2677, Fax. (832) 390-2750
Terry Williams, Chief Executive Officer and Director of ISBG, passed the Uniform CPA exam in 1987 and gained his corporate experience at United Parcel Service where he served many roles finishing his career as the corporation's Controller. Currently, he is President of Airware Transportation and Logistics, which employs 40 people. He has worked in over 37 airports, domestically and internationally, and has offices throughout the United States. His area of expertise resides in the areas of accounting and information systems. The Company believes Mr. Williams' extensive business and financial expertise make him an ideal candidate to serve in these capacities.
Jeffrey Freiberge, Is a seasoned entrepreneur having held positions in multiple industries primarily in the area of management, marketing, and sales. In 2007, with three co-founders, he launched RJS, LLC, a distilled spirits supplier, and took on the role of chief executive in 2009. He was the CEO, President, and Treasurer of BLTF from June 2013 to November 2013. In 2013, as co-founder and director of operations for Big Tent Group, Jeff focused his resources to bring operational and marketing expertise to beverage brands across the globe. The Company believed Mr. Freiberger’s entertainment and spirits industry expertise make him an ideal candidate to serve in this capacity.
Joel Adams, After leaving his role as CEO of RJS Spirits in 2009, Joel founded Solution Streak, a media and management consulting firm. While managing contracts for Solution Streak, Joel also served as Staff and Political Director to a US Congressional campaign in 2010. From 2011-12 he served as KY state director for the National Association of Public Charter Schools, and in 2012 he expanded Solution Streak to include advocacy and candidate campaign media, working with four campaigns to create digital, direct mail, radio and television media content. In 2014, Joel partnered with Jeff Freiberger to form Big Tent Group, a beverage consultancy, and he was again tapped to serve as political director for a US Congressional campaign. In late 2014, his efforts turned decidedly toward Big Tent Group and the migration to ISBG, and he worked in sales with Time Warner during the transition, from mid-December 2014 until May 2015.
SUMMARY OF TERMS
Preferred Stock:
Conversion: The preferred stock, at the option of the holder, will convert into shares of International Spirit’s common stock, at the ratio of 10 shares of common stock for each share of Series B Convertible stock. The number of Series B Preferred shares eligible for conversion during each 90 day period is 10% of the original number of shares of Series B Preferred stock issued to each original holder.
Dividends: If any dividend or other distribution is declared on the common stock, each holder of shares of Series B Preferred stock shall receive the same cash, securities or other property which such holder would have received if the shares of Series B Preferred Stock are converted into common stock.
Voting: Each share of outstanding Series B Preferred stock shall entitle the holder thereof to have the number of votes equal to the number of shares of common stock into which such share of Series B Preferred stock is then convertible.
Mandatory Redemption: The holders of preferred stock do not have the right to demand redemption.
Optional Redemption: The preferred stock may be redeemed in whole or in part at any time for cash at $.20 per share with no redemption premium. However, the holders of preferred stock called for redemption will have the option to exercise the right of conversion at any time up to the date fixed for redemption.
International Spirit and Beverage Group, Inc., Bank of America Center, 700 Louisiana, Suite 3950, Houston, Texas
77002, Tel. (832) 390-2677, Fax. (832) 390-2750
Ranking: The preferred stock will rank pari passu with any class of International Spirit’s common stock now or hereafter outstanding in the event of any liquidation, dissolution or winding up of the corporation.
Covenants of International Spirit: The preferred stock will contain affirmative covering reporting requirements, compliance with law preservation of corporate existence, consolidation or mergers, transactions with affiliates and change of control.
Warrants:
Securities Issuable: Each warrant is exercisable at any time, in whole or in part, for one share of common stock.
Exercise Price: $.10 per common share
Term: The warrants expire five years after issuance.
Redemption: The outstanding warrants are redeemable:
• in whole and not in part;
• at a price of $.01 per warrant at any time after the warrants become exercisable;
• upon a minimum of 30 days’ prior written notice of redemption; and
• if, and only if, the last sales price of our common stock equals or exceeds $.20 per share for any 20 trading days within a 30 trading day period ending three business days before we send the notice of redemption.
Anti-Dilution Protection:
The exercise price of the warrants and conversion ratio of the preferred stock shall be adjusted from time to time:
• If there is an increase in the number of outstanding shares of common stock by subdivision (known as a “forward split”), the number of common shares issuable on conversion will be increased in the same ratio; or
• If there is an decrease in the number of outstanding shares of common stock by consolidation (known as a “reverse split”), the number of common shares issuable on conversion will be decreased in the same ratio
Protective provisions:
International Spirit will at all times in good faith take all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of the Series B Preferred stock against impairment.
Target Closing Date:
The target date for execution of the exchange agreement and related documents is September 30, 2015
Mechanics of Exchange
A holder of one or more promissory notes should complete the attached non binding Expression of Interest and return to International Spirit. Upon receipt, the holder will be sent the definitive exchange agreement along with the form of designation of the Series B Convertible Preferred stock and form of warrant with a letter of transmittal addressed to the exchange agent who will exchange the promissory note for preferred stock certificates and warrants. The holder will have the option to accept or reject the exchange agreement.
I will refer to the most famous person from China, Charlie Chan.
"Motive like end of string-tied to many knots. End may be in sight but hard to unravel." Charlie Chan 1935
"Hasty conclusion like hind legs of mule-kick backwards." Charlie Chan 1935
From Hong Kong to America. Watch the Chinese Market this week.
SSARSs No. 2 through No. 7.
5. Communications between predecessor and successor accountants.
Premise: David Briones of Brio Financial was allegedly contracted to do an audit of ISBG. ISBG then contracted Todd Peterson of KSNE2 to do the unaudited financial statements ending 6/30/15. If, Mr. Peterson knew there was an audit being conducted by Mr. Briones, he had an obligation to contact Mr. Briones and to note such contact.
There's not any such note in the unaudited financial filings. Actually, Mr. Peterson didn't have to make such a note, due to, there wasn't an audit being prepared by Mr. Briones.
Again from SSARSs: A CPA should include a statement in unaudited financial statements for this purpose: "The original prohibition from merely typing or reproducing client-prepared financial statements by the accountant as an accommodation to a client."
Does such statement exist in ISBG current Financial Reporting?
Contact them..
You would put your CPA license on the line when there's another firm supposedly doing an audit at the same time. What would happen if that audit would come out (which it will not) and there's material differences to the unaudited financial statements you had issued.
Well, they were unaudited. CPA would say, I reported the information based on what management provided me. It wasn't required of me to verify the actual correctness of ISBG Management Statements.
Go ahead, called them, email them.. But, they now might be scared by the Lou NDA action.
There's not an audit being performed.
Contact the accountants yourself. The Autry people were cc'd. Why would _________ go on the audit scream. He was notified of the inquiries and responses. Below is the contact information for the cpa who prepared the latest ISBG Financials and the firm that was reported in April to conduct the audits. Then ask the question, why didn't the cpa in Nevada have any contact with the auditor in New Jersey in it's financial statement preparation.
ISBG FINANCIAL STATEMENTS PREPARED BY:
Todd Peterson, CPA
KSNE2 Enterprises LLC
3608 Mallardwood Dr
Las Vegas, Nv. 89129
(702) 461-1665 his cell phone
Mr. Peterson is also, CFO of DigiPath, Inc. (DIGP)
Auditor reportedly contracted in April for audit.
David Briones
Brio Financial
217 W. Main Street
Somerville, NJ 08876
(908) 370-5102
dbriones@briofinancial.com
KONICHIWA!
"You are like turtle. After everything all over, you stick head out and find truth right under your very nose." Charlie Chan
"Like puppy who come to smell subway third rail, you will receive complete information in few moments." Charlie Chan
Do your due diligence. This company will be good for you.
Todd Peterson CPA
KSNE2 Enterprises, LLC
3608 Mallardwood Dr
Las Vegas, Nv. 89129
(702) 461-1665
Mr. Peterson is also the Chief Financial Officer of: Digipath, Inc, symbol DIGP
Mr. David Briones
Brio Financial Group
217 W. Main Street
Somerville, NJ 00876
(908) 370-5102
dbriones@briofinancial.com
I don't know.. I believe Solar still good..
This is good stock.
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This solar stock has great future!
This Solar Stock has great future!