Rogue One Inc (fka ROAG)

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I was doing a little poking around trying to find out more about Fresh Promise Foods & I ran across a comment on iHub about the Registered Agent Ted D Campbell ll being the Sole Officer of the company. This prompted me to do some digging into who he is & what his role is. But, before I get into what I found out about Campbell, I think I need to clear up some misconceptions about the company first.
The previous two CEO's (Joseph C Canouse & Kevin P Quirk) were toxic & nearly ran the company into the ground during their 2-1/2 year reign of terror. They screwed up the share structure by repeatedly doing Reverse Stock Splits followed by authorizing more shares & reducing the shares. They ran up massive amounts of convertible equity debt. I haven’t looked very deeply into that yet, but one shareholder that has been involved with this stock since before Canouse came on board, believes it’s in excess of 1 BILLION shares that can be converted to go along with the current 1 billion plus common shares that are already outstanding. That’s definitely something we need to know about & how the new leadership plans to deal with it.
They did two R/S (1:100 & 1:150) during that time, but here’s the part that turns my stomach. I’ve always thought R/S’s were done on all the authorized shares, but they found a way to do the R/S on just the outstanding shares. In a typical R/S, they reduce the authorized shares, which reduces the outstanding shares by the same proportion & increases the PPS by the same ratio. For example: If they do a 1:100 R/S & the company has 1 billion authorized shares trading at $1.00 each before the split, they will have 10 million A/S & the PPS will rise to $100 per share after the split is done. So, while the shareholder now has less total shares, they still have the same dollar value they had before the split.
What these two clowns did was R/S just the outstanding shares (O/S are shares issued to the public for trading) without affecting the authorized shares. This action totally screwed the shareholders. Using the same example as I used above, but with the shareholder’s share count, you get a result like this. If they do a 1:100 R/S & the shareholder has 100 shares trading at $1.00 per share before the split, the shareholder will have 1 share & the PPS will still be trading at $1.00 per share after the split. They not only reduced the shareholder’s total shares, but also reduced their stock value from $100 to $1.00. This type of R/S only benefited the company by stealing shares from the shareholders & giving them back to the company so they could resell them. This action destroyed shareholder confidence and, they did it two times. Why those two clowns are still breathing oxygen is beyond me. That is blatant theft & I find it very difficult to understand why the SEC would sign off on something like that, but they did. TWICE!!!
Harvest Soul, Inc is no longer a subsidiary of Fresh Promise Foods. The business was conceived & built by Fresh Promise Foods under Quirk’s term as CEO using shares as collateral to secure funding. Once the business was established, Quirk allowed the registrations with Nevada & Georgia to lapse for both Harvest Soul Inc & Fresh Promise Foods. He then dissolved Harvest Soul Inc & registered Harvest Soul LLC with the state of Georgia under his & his wife’s name in late 2015. He resigned as CEO of Fresh Promise Foods in early January of 2016, then took over Harvest Soul LLC & appointed himself as CEO & president. Simply put, he stole the only revenue producing subsidiary Fresh Promise Foods had & left the shareholders with what is believed to be a massive amount of convertible equity debt. Again, why is that man still breathing? The only good thing is, both Quirk & Canouse are no longer with the company & have been gone for over a year & a half.
Fresh Promise Foods appears to have had no registered agent or CEO from January 6, 2016 until July 5, 2016 when its registration was reinstated in Nevada. There appears to have been a Director (Scott Martin) during that time. I’m making an assumption here, but it looks like Martin somehow turned the company over to Ted D Campbell & is no longer with Fresh Promise Foods. Martin’s LinkedIn account shows his current position as VP of Strategy & Administration for Harvest Soul LLC.
The final misconception I’d like to clear up is the Stop sign posted on the OTC website. That is purely a result of FPFI not filing any financial reports since June 30, 2015. That was part of what Quirk did when he let Fresh Promise Foods registration with the Nevada Secretary of State get removed. He just quit filing any reports or renewals. Joe Poe stated in his Update that they are “in the process of getting all financials current and up to date on OTC Markets”. Once those have been posted & reviewed, the OTC should remove the Stop sign & Pink No Information designation.
That brings me back to the Registered Agent Ted D Campbell ll. Someone on iHub posted that Campbell was the Sole Officer listed with the Nevada Secretary of State on 7/8/2016. The registry shows that the Registered Agent was approved on 7/5/2016. I found that Campbell was initially listed as the sole officer of the company & was later replaced in that role by Joe Poe, whose name is listed for each officer of the company. I assume that’s just temporary until they can fill all the positions. I believe I also read somewhere that Mr. Poe indicated he was the interim CEO. If so, then does that mean Brian Payne could be appointed the CEO at a later date? I guess we’ll have to wait & see on that.
Okay, back to Campbell. He has over 25 years of experience in securities, over 20 years getting companies listed on the OTC markets & helping existing companies with their mandatory SEC filings. He’s worked as a Securities Examiner for the Nevada Secretary of State in their Securities Division. He’s currently working as a Compliance Clean Up Specialist with regards to OTC quoted public issuers. He has experience with mergers & acquisitions, document compilation for clients that want to up list to the OTCQB & is planning on providing services for company’s that are developing Crowd Fund Sites. So far, I have not found any negative history linked to Campbell. There are some on the iHub sites that have tried to question his integrity by posting a list of all the companies he’s been associated with, but I suspect what they’re showing is what happened with FPFI. When the company’s registration is initially reinstated, Campbell is inserted as all the officers of the company, much like Joe Poe is currently listed for Fresh Promise Foods. Then, once a CEO is brought in, Campbell’s name is replaced by the new CEO. Unless I’ve missed something, Campbell looks like the right guy to help get Fresh Promise Foods cleaned up & back running again. But, depending upon how bad the convertible equity debt is just be prepared for it to take a while to get it cleaned up.
To summarize, I think our biggest concerns are the convertible equity debt, the number of shares that will need to be authorized to complete the Giddy Up transaction, how much actual debt is on the books & when they are going to do a R/S to get the share structure under control. All those questions should be answered with the exception of the pending share structure once the financials are updated. I do have one other question though. What qualifies Joe Poe to be a CEO? From what I’ve seen, his whole career has revolved around being a stock broker. He has no business background. I really hope the comment I read where he indicated he’s just an interim CEO is true & that Brian Payne is brought in as the CEO. Oh well, I hope this clears up some of the misconceptions floating around about Fresh Promise Foods. I’ll post as many screenshots & links as I can to show where I’ve gotten this information in the comments section.