Tuesday, May 20, 2014 7:04:41 AM
The diluting vehicle could have been any idle shell. Had there been a cheaper shell (cheaper than AAAA) for Klein/Huffman to allege 'having paid' hundreds of thousands to warrant the debt/share exchange, heck, Emperial Americas could have ended up any XXXX ticker.
When Change of control occurred on January 5 2012 (TEMN), Klein received rights to 1 billion commons of TEMN. VC/Klein effectively became majority shareholder of TEMN. Klein also became an officer of TEMN.
Reviewing the Amended Security Purchase Agreement (would like to see the original one) dated November 2011, the transaction required the seller (old management/directors of TEMN) to surrender all corporate documents, including ones relating to the bogus stocks in question.
Between January 5, 2012 (or even as early as November 2011 or even earlier) and March 12, 2012, Klein figured out that the certs were bogus, yes? Why? Because on March 15, 2012, TEMN released an 8-K stating that the whole assets of Emperial Americas (still a private company at this date)were not placed into the Corporation, and that the purchase of preferred shares had not occurred for such assets to be transferred. The word "assets" in the second part of the 8-K refers to the Preferreds because they were the assets that were transferred to effect change of control.
Then the Chill which was placed on September 2011 is mentioned. This chill date coincides with the first SPA taking place around September 2011. Old management with Huffman/ClearTrust's help offered to sell bogus certs knowing that they could not be deposited hence not only were the certs bogus to begin with, Klein would never be able to deposit them due to the Chill. This posed a big problem for Klein (and many notable others).
Klein's next move? Let's try a different shell. "Hey Alonzo, this TEMN looks like a no go (mostly for me, Huffy and Cleartrust)but I will still help your company go public." So, Klein pays $200K to purchase 3 million shares of AAA Public Adjusting making him a majority shareholder, does a debt/equity agreement with Emperial Americas (still a private company), the two merge and Emperial becomes the surviving company officially becoming TEXX in March 2012. Klein gets his shares of TEXX and illegally dumps shares after getting rid of Alonzo and Joel on March 26, 2013. And who does all the paperwork? Huffman.
As if those weren't enough, Klein/Huffman team up to get the bogus shares back.
Absolutely disgusting.
So, will we ever get an answer to the alleged crimes committed by AP? The only rinse and repeat I see if Klein/Huffman.
In God We Trust. All Others Must Pay Cash.
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