SmallCapsMarket

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TEMN/TEXX ~ A Brief Summary

ENTRY INTO PURCHASE AGREEMENT FOR MAJORITY CONTROL OF ISSUER

On January 5, 2012, the Corporation had the majority controlling interest changed to the control of Emperial Americas, through the purchase of four sets of Series A Preferred Shares by Victory Partners, LLC. In a private sale, the four main holders of 60 Series A Preferred Shares, being Dennis R. Duffy (15 preferred shares) Janet Okerlund (15 preferred shares), Daniel Duffy (15 preferred shares) and Norman Francis (15 preferred shares). Additionally, Victory Partners received the rights to 1 billion common shares held by the same four individuals in the amount of 250 million shares each. Such shares were purchased by Victory Partners, and thus controlling interest of the Company was passed while simultaneously, a share exchange agreement was entered into for simultaneous exchange of such preferred shares with Victory Partners, for a sum of $475,000.00 to be owed to Victory Partners from the Emperial Americas. Additionally Victory Partners negotiated the purchase and assignment of some $720,000 in debt owed to the four parties previously due from Team Nation Holdings, Corp.

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8332678

Item 2.06 Material Impairment to Securities

On January 5, 2012, the Corporation had entered into a material agreement with Victory Partners, LLC, for the purchase of controlling interest through the purchase of four sets of Series A Preferred Shares by Victory Partners, LLC. In a private sale, the four main holders of 60 Series A Preferred Shares, as well as one billion common shares from the same four main holders. It has been determined that there exists a DTCC applied “chill” on the common stock of the Company making such new securities for deposit and trading being designated trade for trade, due to previous occurrences outside the control of the acquiring Company.

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8493424

The chill wasn't the only issue, the preferred shares were never filed by the former directors in NV, so Victory Partners bought worthless shares. At some point Klein threatened Huffman with a lawsuit. Now Huffman wasn't just an attorney for TEMN, he was also an attorney at AAAA (now TEXX). The transfer agent was ClearTrust for TEMN and AAAA (now TEXX) as well. Read more about them here.

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=82768307

Huffman took VP's debt they bought from TEMN, described in the 8K's above, and converted it at TEXX. In both cases Huffman had debt of his own he could convert. He deposited 35MM TEMN shares two days before the chill was imposed in Sept 2011.

Attorney Mark Pena wrote the opinion letter for Victory Partners and submitted it to ClearTrust who refused to accept it. Kara knew those preferred shares were bogus. So Huffman and Klein went to Olde Monmouth and the dump began.

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=95350411

The TEMN shares are mentioned briefly in the letter above, but the debt is the subject. The letter clearly states TEMN became an asset of Zo's private company. Huffman and Klein never paid Zo for his company so Zo rescinded the deal. They never wanted the company, they wanted debt and a pump.

Zo is cleaning up a mess and calling these guys out for what they did.

If the shares belonged to Victory, as the case in FL "alleges", ClearTrust would have had proper documentation. Not one of Huffman's paid pipers EVER addresses that issue. In fact, one of them suggested they had some control value......just like Huffman.

The preferred shares are bogus and that's why they needed to be canceled and/or declared VOID.