Full Alliance Group Inc. (FAGI)

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Full Alliance Group Inc (FAGI) - Research

Below is some research I did about Full Alliance Group Inc (FAGI). A recent event where FAGI shareholders received a $.10 special cash dividend despite none ever being processed for FAGI caught my attention (the money has been getting clawed back by the brokers).

From there I noticed a July 10, 2018 press release which included a big list of a things that FAGI doesn't do and FAGI doesn't own. I started digging into the past and I was shocked just how many times FAGI said that they owned something or were involved in some project despite just the opposite being true. From there I stumbled across more and more disturbing information like secret control people (James and Paula Poe) and unregistered confidential super secret share offerings being done by an unregistered broker using a misleading subscription agreement to sell shares that wouldn't be available until later using debt conversions from a debt Note that James Poe secretly owned through a Hong Kong entity.

FAGI has it all... misleading press releases, secret control people, offshore entities, bogus business operations, illegal share distributions, and a 91 year old CEO (Jacob Thomas) that is the father of the unregistered broker that conducted the unregistered share offering (Jeffrey Thomas).

The FAGI story is fascinating to say the least. I could hardly pull myself away as I pieced together as much of the story as possible.

The full report can be found at the following link:

https://promotionstocksecrets.com/wp-content/uploads/2018/07/Full-Alliance-Group-Inc-FAGI.pdf

Or it can be read below

On July 10, 2018, Full Alliance Inc (FAGI) issued the following shareholder letter:

https://www.otcmarkets.com/stock/FAGI/news/Full-Alliance-Group-Inc-OTCPK-FAGI-Announces-Shareholder-Update?id=197584



Putting the reverse-takeover-merger nonsense and share dividend debacle aside for now, the shareholder letter makes 3 extremely important statements:

1) FAGI is not affiliated with CBD, hemp or cannabis growth, manufacturing, distribution or any affiliated products or services.
2) FAGI is not associated with Wincon, HRM Farms, and DiMora Pods.
3) FAGI has not closed the acquisitions of MyPay, Kelevra Digital Solutions, SA.de C.V., GBE Grupo Empresarial de Tamaulipas SAPI de CV, and Grupo Richard.

Those statements are extremely important because over the past 3 years, BHGI/FAGI has been misleading investors by making statements very much to the contrary.

Based on that information, BHGI/FAGI has made the following untrue statements in the past:

1) 9/24/15 - “BHGI Signs Major Investment Banking Agreement for Financing of up to $10,000,000”
2) 4/20/16 - “BHGI has completed the first of its planned acquisitions: Operadora de Servicios GRM”
3) 5/4/16 - Operadora de Servicios is the first BHGI acquisition
4) 6/25/16 - BHGI referred to On Comercio as being owned by BHGI
5) 8/12/16 - BHGI said that $1.4m was advanced to Grupo Richard
6) February 2017 - BHGI/FAGI misled investors about the DiMora Pods Inc business operations
7) Spring of 2017 - FAGI misled investors about the Latitud 32 beauty products spinning them as nutraceuticals and medical CBD infused products.
8) 7/6/17 - FAGI presents the Wincon Distribution LLC joint venture as a done deal that will bring $15m in revenues for FAGI over the next year.
9) 8/3/17 - FAGI said they acquired 15 acres of land for hemp growth for $24,000. The land was available for lease not purchase. They also put the $24,000 asset on their balance sheets. The 7/10/18 press release says that FAGI has no affiliation with HRM Farms Inc (the owner of the land) so the acquisition/lease of the land must have been a lie?
10) 11/28/17 - In perhaps the biggest lie to date, FAGI said that they completed the acquisition of Grupo Richard which included 4 business divisions. This lie would be repeated in a 11/30/17 press release as well as in other more recent press releases and on the FAGI website
11) 12/13/17 - FAGI used a bogus Riedel Research evaluation report to overstate the value of Grupo Richard at $280 million
12) 4/11/18 - FAGI stated that it acquired Kelevra Digital Solutions SA de CV
13) 5/3/18 - FAGI said it acquired MY PAY
14) 5/10/18 and 5/31/18 - FAGI refers to Kelevara Digital Solutions and MY PAY as subsidiaries

As of today, the FAGI website still misleads investors by listing MyPay, Kelevra Digital Solutions, SA.de C.V., GBE Grupo Empresarial de Tamaulipas SAPI de CV, and Grupo Richard (Operadora de Servicious GRMS de RI de CV, Grupo Internacional Richard S de RI de CV, Grupo Richard y Lange SAPI de CV SA di CV, and Asesores en Comercio ON de Mexico) all as being owned by FAGI despite the 7/10/17 press release stating the deals have not closed yet.

http://fullalliance.com/




Besides the press release release lies, other major events that could eventually end up leading to FAGI getting suspended or possible future regulatory action includes:

1) The unregistered share offerings done by Jeff Thomas
2) Jeff Thomas soliciting share sales as an unregistered broker
3) The misappropriation of funds from the private placement - none of the money went to BHGI/FAGI despite the subscription agreement saying the funds were for BHGI/FAGI
4) The illegal share distributions. None of the shares issued for the unregistered share offering came from BHGI/FAGI. They instead came from AE Investment Group Ltd, Desert Palm Management Inc, and Global Force Trading Ltd (all entities secretly controlled by James and Paula Poe).
5) James Poe selling shares through the unregistered share offering that he didn’t even own yet then pocketing the money under the guise that it was a private placement to raise money for BHGI business operations.
6) James Poe and Paula Poe secretly controlling Palm Desert Management Inc making them the controlling shareholders of BHGI/FAGI while secretly controlling Global Force Trading Limited which owned the $180,000 Note that was used to create virtually all of the free trading stock.
7) $750,000 paid by Edward & Donna Mikkin for 8,000,000 shares never being disclosed in the BHGI filings and never being added to the BHGI balance sheet. Instead the shares were reported as being issued for services (not cash).
8) Bogus backdated debt Notes being created and put in the name of James Poe using money that Edward & Donna Mikkin paid to BHGI that was never actually even given to BHGI. Did James Poe forge Edward Mikkin’s signature?
9) Jacob Thomas being used as a nominee CEO (possibly without his knowledge). Did Jacob really sign anything or did Jeff sign for him?
10) Free trading share distributions. Randall Brumbaugh possibly being paid in free trading stock despite his affiliate status. It’s possible that others were also issued free trading stock by James Poe as payment for various services and/or through the very limited special share offering conducted by Jeff Thomas


Before going into more detail about all of the items listed above, let’s back up and take a look at the history of Full Alliance Group Inc (FAGI) and how we got to where we are today.

Some Early History

Full Alliance Group Inc (FAGI) started out Motion Picture Hall of Fame Inc (MHFM).

Motion Picture Hall of Fame was founded by Robert Alexander in 2000. MHFM was based in Palms Springs, California and as the name suggests, MHFM was focused on the film industry. One of MHFM’s main goals was to open walk through museums dedicated to the film industry.

The earliest available filings for filing for MHFM didn’t show up until 2005. In those early filings, MHFM was still in the developmental stages with no business operations. Up until that date MHFM says its sole focus had been on developing a business plan and raising capital. MHFM did have a website at www.filmfame.com, but it was just basically a coming soon page showing various plans that MHFM had for the future.

The most important thing that had happened to MHFM prior to 2005 was MHFM borrowing $180,000 from an unnamed 3rd party in August of 2002. The Note accumulates interest at $1050/month until it is paid back. The only other note about the loan was that it was due in full upon receipt of funds from Newport Capital Consultants. Newport Capital Consultants was an investment firm / mergers & acquisitions consultant / stock promoter that was run by Gary E Bryant. Over the next few years MHFM would make some payments in stock towards the interest part of the loan at $.10/share.

MHFM never managed to open any museums or other tourist attractions, but they did produce a couple of TV specials. MHFM managed to report some nominal revenues between 2007 - 2009 then the shell went dark for around three of years.


Enter Randall Brumbaugh and James Poe

When MHFM started doing filings again in 2013, Robert Alexander was still listed as the CEO, but the Issuer had new legal counsel - Randall V Brumbaugh. Brumbaugh was pretty active in the mid to late 2000s with IPOs. Some better known shells that he helped take public included 310 Holdings Inc (which became JBII and now trades as PTOI - an Issuer that many FAGI shareholders are very familiar with), Timberjack Sporting Supplies Inc (which became CNWD and used Wesley Bumbaugh as an officer at one time), Coyote Hills Golf Inc (which became SPDL), White Dental Supply Inc (which became PTOO), snd Silverton Adventures Inc (SVAD).

Brumbaugh also did legal work for pink sheet tickers including Resource Group International Inc (RSGR), Talisman Holdings Inc (TMHO), Foy Johnson Inc (FOYJ), and Nikron Technologies Inc (NKRN). RSGR, TMHO, FOYJ, and NKRN were all Sandy Winick shells. RSGR and NKRN would end up getting suspended and the RSGR CEO (Gregory Curry), TMHO insider (Gary Kershner) along with 5 others including Sandy Winick would end up Indicted for their roles in using several penny stocks (including TMHO, NKRN, FOYJ, and RSGR) for money laundering/stock manipulation schemes. All the defendants ended up pleading guilty. More recently, Brumbaugh was involved in IPOs for Language Arts Corp (which became FLSR) and a very suspicious shell company being run out of Thailand named Eternal Speech Inc.

Randall V Brumbaugh wasn’t the only new face involved in MHFM at this time. If he hadn’t already been involved earlier, James Poe (aka James Po aka Po Sun Liu James) had become involved in MHFM by late 2013/early 2014. Poe would end up becoming the new secret control person of the MHFM shell and the secret owner of the $180,000 debt Note.

James Poe has a pretty dirty history in public securities. He and his wife, Paula Poe, have been involved in public securities going back more than 30 years. Articles I found online detail several scams run by James and Paula Poe going back into the 1980s including China Sea Resources Corp (which touting prawn farming in China), Gametek Systems Inc (which touted an arm wrestling machine), and Pan Asia Mining Corp (which touted China’s only diamond mine). Pan Asia Mining Corp would land James and Paula Poe in trouble with the Canadian regulators because of several violations of insider trading rules. B.C. Securities Commission charged that the Poes had traded millions of shares without filing insider trading reports. The orders were lifted after the Poes made the requisite filings, but that still didn't end the matter. The commission dug further and found that the company had grossly overstated the potential of its Chinese diamond properties. The BCSC tagged geologist Don Nicholson, a longtime Poe associate, as the culprit and slapped him with a $15,000 fine. James Poe was booted out off his management/director position. That should have been the end of it all, but the Poes couldn’t stop going back for more ill gotten gains. Paula Poe continued to breach insider trading reporting rules by setting up a nominee account in the name of a housekeeper. She then used the account to trade shares that on paper had been issued to other company insiders or consultants spending the cash made from the share sales on personal expenses. The BCSC charged Paula Poe again this time with her agreeing to pay a tiny $25,000 penalty and submit to a five-year stock market suspension.

After the Pan Asia Mining Corp share selling scam, James and Paula Poe took their dog and pony show to the US markets by getting involved in Terra Nostra Resources Corp (which touted steel and copper production in China). Terra Nostra Resources Corp (TNRL) was taken public by Clifford Winsor (husband of Caroline Winsor) with Richard St. Julien as the secretary, W Scott Lawler as the legal counsel, and with several offshore entities probably controlled by Caroline Winsor holding free trading stock. Caroline Winsor and Richard St. Julien have gotten involved in a large number of paid promotion / pump & dump schemes over the years often using paid promo attorney W. Scott Lawler as their legal counsel. Caroline Winsor would use her husband or daughter or other associates as the CEOs of her public tickers because in 1995 she was criminally charged in the US with four counts of wire fraud and two counts of of mail fraud in connection with a securities fraud scheme. Winsor avoided arrest by staying out of the United States for more than a decade until the charges were ultimately dismissed. In January 2013, Winsor landed in trouble with the Canadian regulators because of the Coastal Pacific Mining Corp share selling scam. Winsor fled Canada to avoid facing the charges. Her and St. Julien owned homes in Belize and she spent time in Europe while avoiding her fraud charges. In April 2014, Caroline Winsor was arrested in Spain because of new criminal charges brought against her in the United States for her involvement in selling shares through foreign entities in multiple paid promotion scams. I detailed her involvement in the OCTX paid promotion in great detail. Winsor held OCTX shares in several Belize accounts. A director for OCTX was James Poe’s good friend Donald Nicholson. Despite her long history of securities fraud in which she bilked tens of millions of dollars out of the pockets of retail investors, Caroline Winsor was only sentenced to time served (which amounted to less than 2 years) and was sent on her way back to Canada where authorities there sentenced her to 2 more years in prison and issued her a permanent ban from participating in public securities in Canada. St. Julien would end up getting arrested a year later in April of 2015 for securities fraud committed with Forcefield Energy Inc (FNRG). St. Julien appears to be cooperating because no proceedings in his case are available to the public.

In December of 2004, James Poe acquired control of Terra Nostra Resources Corp from Winsor using a Belize entity he controlled. Poe assigned Don Nicholson Jr. (son of the Pan Asia Mining geologist) as the CEO and Crystal Poe (his 20 something year old daughter) as a director. Poe would even end up serving as the CEO of TNRL in 2008. Despite touting massive mining operations, TNRL ended up filing for bankruptcy in 2009. Its stock was later cancelled.

James Poe’s most recent shell (before FAGI) was China Chemical Inc (CHCC). CHCC was a Thomas & Elizabeth Coldicutt shell taken public as Bomps Mining Inc in 2009. The shell was sold for $325,000 to Poe on March 5, 2010. Knowing how the Thomas & Elizabeth Coldicutt shell factory worked from the SEC litigation, it is very likely that when Poe acquired the shell from the Coldicutts he also acquired the S-1 registered free trading stock at the same time then probably transferred the S-1 registered free trading stock into offshore accounts to be sold later. Poe assigned Doug Cole as the temporary CEO on April 8, 2010. The very same Doug Cole would later be mentioned as a potential officer for the FAGI shell and become a key insider for FAGI (more on this later). On September 24, 2010 Poe used the Bomps Mining Inc shell for a Chinese reverse merger creating China Chemical Inc (CHCC). CHCC offered limited public disclosures, but according to a CHCC press release, James Poe (aka Po Sun Liu) helped arrange the reverse merger through his company PAMCO Management Ltd receiving $1.8m cash and 6,000,000 shares of stock in the process. CHCC claims that Poe never provided the services promised and they were suing to get their money and shares back while at the same time working on some kind of spin out through a new merger agreement. It sounds like Poe used the CHCC shell for his own personal enrichment by dumping the stock he received as payment for services and/or through the acquisition of the shell from the Coldicutts. CHCC saw its share price fall from over $6/share at the start of 2011 to just pennies by 2012. CHCC went completely dark in early 2012 and hasn’t been heard from since.

Besides James Poe’s ongoing interest in using penny stocks as enrichment schemes, I’ve also hear that Poe runs an illicit offshore cert clearing operation.


Enter Jeffrey Thomas / Unregistered Securities Offering

Jeffrey Thomas made a good career as a top seller on EBAY between 1999 and 2012. He also started his own online store at http://www.thewizardofaahs.com/. By 2011, Jeff Thomas had become a pretty active penny stock trader. In 2012 Jeff hooked up with somebody named Eric and they http://wallstreetstockreview.com:80/about-us" rel="nofollow" target="_blank" >purchased their own penny stock website - wallstreetstockreview.com (sometimes referred to as WSSR for short). Through the website and social media outlets/message boards, Jeff became a very active trader with a knack for finding undiscovered stocks ahead of nice runs. It is unclear when or how Jeff Thomas became associated with James Poe, but by April of 2014, Jeff Thomas had become a foot soldier for James Poe soliciting many of his contacts (largely through WSSR) pitching a subscription agreement for an investment in Motion Picture Hall of Fame Inc (MHFM). The subscription agreement offered potential investors the option to acquire 20,000,000 units at $.25/unit ($5,000 investment) consisting of 1 common share and 1 warrant to purchase 1 common share at $.50/share exercisable within one year if the MFHM share price trades above $1.00/share for 20 straight trading days. In the subscription agreement it says that Motion Picture Hall of Fame Inc will undergo a name change to Beverly Hills Hemp Inc.

Paul Shively is listed as the contact person and attorney Randall Brumbaugh is listed as the escrow agent in the subscription agreement. Shively shows up as an officer in MDMJ which became CHUM. Later Shively became the CEO of CHUM. Prior to becoming MDMJ, the shell was known as MASS Petroleum Inc (MASP) which was one of the Sandy Winick shells named in the Winick Indictment giving us an interesting connection between Randall Brumbaugh and Paul Shively since Brumbaugh did legal work for a bunch of the Winick shells named in the Indictment. CHUM was suspended by the SEC in February of 2018. Some questions arose a short time later on the DD forum on IHUB about Shively’s credentials and some of the information being drafted by MHFM on the OTC markets site. A bio circulated for Shively does raise some serious questions … Ph.D. in Law? CPA license? Shively was never licensed as a CPA in California.

The offering being done by Jeff Thomas was an unregistered offering and Jeff Thomas as an unregistered broker. The subject line on the first solicitation email read “JT’s ticker Confidential DO NOT DISSEMINATE” and the email suggests that Jeff had already initiated contact letting people know that there were plans to get into the beverage industry and that an offering to purchase stock through a subscription agreement would be available soon.

Thomas asks people not to trade the stock on the open market because there are plans for a reverse split and symbol change (possibly to “BHHI”). He pitches the investment with a number of forward looking promises which he repeatedly presents as insider information that is being shared in strict confidence including:

1) Doug Cole being in talks to join the team. This is the same Doug Cole that was used by James Poe as a temporary CEO for his CHCC shell. Other Issuers that Cole can be found in includes DKAM, TWLP (now revoked), LPIH (now revoked), FSPI (went private), RGNP (as a current advisor), EWLL (as a current director), and ORRP (as a director and now its current CEO). ORRP is especially interesting because of its early paid promo setup and connections to some big money offshore money launder groups and players like Luis Carrillo, Benjamin Kirk, and Virgilio Santana Ripolli.
2) A verbal agreement from Hy-Vee grocery stores for distribution in 8 states and 240 stores

In the email, Jeff Thomas also tells potential investors that

1) he wrote 90% of the business plan which at this point is 97% complete (just missing some paperwork for financials and director CIVs
2) 85% of the offering is already spoken for by people who have committed to buying in
3) BHHI will be bigger than ZERO (which now trades as QSEP) and AASP (two plays that Jeff touted as an investor in the past) and bigger than CANN which was a cannabis ticker had a market cap of $1.8 billion at its peak. BHHI “will put them all to shame”

In a follow up email between Jeff Thomas and an individual investor named Edward Mikkin done a few hours later, Mikkin mentions being interested in purchasing $250k worth of shares. Mikkin references an earlier email I haven’t seen which must have mentioned a July 1st deadline and says he’ll do his best to have his money available by July 15th at the latest.

Edward Mikkin was a beverage delivery man then in 2007 he and his wife, Donna Mikkin, won the New York state lottery ($34.5 million which after taxes and the lump sum discount came to $12.1 million). Donna Mikkin, a Real Estate agent, mentions in an online blog that their family was happy before winning the lottery and winning the lottery led to feelings of guilt and self judging that spiralled into unhappiness which she referred to as “emotional bankruptcy”. Edward and Donna obviously still had a lot of money by 2014 because Edward tells Jeff Thomas that he has about $700,000 wrapped up in penny stocks and that he has committed $1 million to 3 other private placements.

The email response from Jeff Thomas to Ed Mikkin contained more interesting statements like:

1) Jeff being the #2 or #3 person out of the 6 member team driving the BHHI train
2) Jeff being offered to participate in the BHHI deal many times before accepting
3) The BHHI team being better than the ZERO team
4) 2 years of press releases already written
5) the Hy-Vee grocery store deal (8 states and 240 stores) saying it’s a done deal because Jeff’s dad is best friends with the Hy-Vee CEO
6) a deal in the works with Snapple for East Coast distribution
7) The only worry being that BHHI might get too big too fast

The email comes with an attachment (last 2 pages) highlighting the “team members” . Jeff says the attachment is “for Team Member’s eyes only” then refers to himself as the team member in charge of trading and refers to another unnamed team member as being HUGE on wall street (possibly James Poe). In the attachment we see Jacob Thomas listed as the Chairman, Paul Shively listed as the CFO, Robert Alexander listed as the temporary CEO until a replacement can be found, Doug Cole as a potential board member (in negotiations), now expelled Merriman Capital Inc as a potential broker/dealer, Chang Park as the auditor, Randall Brumbaugh as the legal counsel, Liquid Beverage Management Inc as a management company to help with sales/distribution of the BHHI product, and Mammoth Sound and Vision to assist with marketing.

In yet another email correspondence from Jeff Thomas to Edward Mikkin, Jeff Thomas mentions a 2nd very special very limited private placement for close family and friends ONLY which offers those family and friends that participated in the first private placement an opportunity to purchase an addition 20,000 free trading shares in the special private placement at $.125/share. The second very special private placement is a subscription agreement to purchase the shares from AE Group Investments Limited. Attorney Randall Brumbaugh is once again acting as the escrow agent for this special private placement and money received is routed to the same bank account at Chase bank in Azusa, California as the other private placement.

AE Group Investments Limited is a Nevada entity set up in 2012 that is controlled by James Poe using Gene O’Brien as the officer/director and Randall Brumbaugh as its legal representative. Gene O’Brien is a Palm Desert California attorney that mainly specialized in Bankruptcy cases. O’Brien doesn’t exactly have the best attorney record. He had his license suspended several times because of late payments for his annual bar fees and in 2014 he was suspended 1 year and fined for abandoning some clients in 2011. After pleading financial hardship the CA State Bar agreed to allow O’Brien to spread out the fine payments over 3 yearly installments. AE Group Investments Limited used Randall Brumbaugh’s law office address at 8780 19th Street, Alta Loma, California in its Nevada SOS filings, but used Gene O’Brien’s law office address at 74040 Hwy 111 Suite 2010 Palm Desert, California most other places. In 2016 a new nominee named Rosa D Cordero Castro was added as the sole officer/director to replace Gene O’Brien.


Change of Control and Secret Arrangements

We get some information about the transferring of control of the MHFM shell to the James Poe/Randall Brumbaugh/Gene O’Brien group in a lawsuit filed by Edward and Donna Mikkin.

Using the lawsuit (which was later settled out of court) and FAGI OTC filings we can develop a storyline of events.

By early 2014, the James Poe group had gained control of the MHFM shell. A name/symbol change and reverse split was applied for, eventually getting approved by FINRA in July of 2014. Motion Picture Hall of Fame Inc (MHFM) became Beverly Hills Group Inc (BHGI). The corporate action finished processing on August 1, 2014. Shortly after the corporate action, BHGI was moved to the grey sheets as an inactive security. The move to the greys didn’t stop James Poe from moving forward with his plans for the shell. BHGI immediately went to work on a 15c-211 to get back on the pinks.

In May of 2014, through AE Group Investments Limited, James Poe became the owner of the $180,000 debt Note that had been sitting on the MFHM balance sheet since August 2002. The MFHM filings disclose ownership of the Note changing hands in May of 2014 without ever disclosing who the new owner was. At the same time the Note changes owners, 148 months of interest was tacked onto the Note ($155,400) making the total amount owed on the Note $335,850. That’s 12 years and 4 months worth of interest. Keep in mind that the Note was created in August of 2002 which was less than 12 years ago and MHFM had already disclosed making payments in stock towards the some interest due on the Note in the past back in 2004 - 2005. The terms of conversion for the Note was also changed to $.0025/share.



On or around July 30, 2014, Edward and Donna Mikkin made a payment of $750,000 for the acquisition of 6,000,000 shares of stock (later negotiated to be 10,000,000 shares but only 8,000,000 shares would end up being delivered). The money wired to Randall Brumbaugh as a the legal representative for AE Group Investments Limited.

Mikkin claims that they also arranged for the purchase of $25,000 worth of stock at $.25 through the private placement for friends and relatives who weren’t given the opportunity to participate in the $.125/share special private placement. Subsequently, over the next several months from late 2014 to early 2016, Edward and Donna Mikkin also forwarded an addition $250,000 to James and Paula Poe to cover “business expenses”. Mikkin says that an oral agreement was made with James Poe that any money provided beyond the original $750,000 investment would be treated as a loan and repaid in cash or stock.

We learn of one other private placement investor in yet another lawsuit involving Ahmad Arfaania (N.A. Fam LLC). In the lawsuit, Arfaania claims that Jeff Thomas solicited Arfaania through emails, texts and phone conversations, to make an investment in BHGI by purchasing common shares of BHGI from AE Group Investments Ltd or other private entities. On July 8, 2014 Ahmad Arfaania purchased 800,000 shares from AE Group Investments Ltd (not from BHGI) for $100,000 through the unregistered Jeffrey Thomas offering. The stock purchase agreement can be seen here.

When Arfaania received his 800,000 shares on May 5, 2015, he signed a lockup agreement restricting him from selling more than 18,888 shares each month. I assume it was because Arfaania started selling more than 18,888 shares each month that BHGI using Peter Martinez as its representative filed a lawsuit against Ahmad Arfaania.

I am more than a little suspicious that the signature for Donna Mikkin on the lockup agreement might not really Donna’s signature.



Later in the summer of 2015, Arfaania agreed to purchase an addition 1,100,000 shares for $125,000 because he was told that BHGI was in desperate need of cash to move forward with its business operations. Arfannia filed the lawsuit because he claims that he only received 600,000 of the 1,100,000 shares and he was probably getting angry because dilution from the James Poe debt Note was hurting the BHGI share price and costing him more and more money the longer he had to wait for his shares. The lawsuit was settled out of court.

The $750,000 received from Edward and Donna Mikkin as well as other private placement shareholders like Ahmad Arfaania never shows up on the BHGI balance sheet.


Where did all the private placement money go?

Edward and Donna Mikkin paid $750,000 for their 8,000,000 shares plus another $25,000 from their family and friends, but that $775,000 never showed up on the BHGI balance sheet. Ahmad Arfannia paid $225,000 for his shares, but that $225,000 never showed up on the BHGI balance sheet.



Ahmad Arfaania purchased 800,000 shares for $100,000 through the unregistered Jeffrey Thomas offering. Later in the summer of 2015, Arfaania agreed to purchase an addition 1,100,000 shares for $125,000 because he was told that BHGI was in desperate need of cash to move forward with its business operations.



And there is no question that more money was received from other private investors.

The $1,000,000 paid by Mikkin and Arfaania plus all the other private placement money paid by other investors in the confidential private placement could have gone a long way in helping BHGI to acquire some real business operations but instead BHGI (the corporation) would not end up receiving the cash.

The BHGI filings never even disclose that any private placement even took place. So not only was the private placement an unregistered share offering by an unregistered broker across many state lines, but it was an done under false pretenses since the subscription agreement states that the offering was being made by the corporation (BHGI) and that all funds received would be transferred to the corporation (BHGI).

So where did the all the money go?

According to Mikken and Arfaania, the money went to AE Group Investments Ltd. From there the Mikkin lawsuit does mention Jeff Thomas (the unregistered broker that conducted the confidential private placement) getting a new Jeep and Jeff’s wife Danielle getting a nice cash payment as a commission for the stock sales:





Arfaania also mentioned money going to Jeffrey Thomas. Arfaarnia believed that Jeff Thomas received a 10% commission.



Edward Mikkin also mentions $75,000 being transferred from the Randall Brumbaugh escrow account held for AE Group Investments Ltd to the new owner of the $180,000 Note (which would be James Poe) on August 26, 2014.

So the answer to where did all the private placement money go from private share sales initiated by Jeff Thomas appears to be that it went into a bank account belonging to AE Group Investments Ltd which was represented by attorney Randall Brumbaugh. From there:

1) some of the money went to Jeff Thomas and his wife, Danielle Thomas, as a commission payment (approximately 10%)
2) some of the money was used to reimburse James Poe for his acquisition of the $180,000 Note
3) some of the money probably went to Randall Brumbaugh and Gene O’Brien to pay for services they provided
4) the bulk of the money was probably laundered offshore by James and Paula Poe

And despite private placement investors being told in the subscription agreement that the money was going to BHGI, absolutely none of the money went to BHGI to be spent on any acquisitions for the company.


Moving Forward with Plans

Several changes started taking place starting in August of 2014.

During August of 2014, Jacob Thomas was added as a director. Jacob Thomas is the 91 year old father of Jeffrey Thomas (the unregistered broker that conducted the unregistered share sales across many state lines).

Jacob (on the right) can be seen in the following picture with Jeff (on the left) from 2011



And another slightly more recent picture of Jacob Thomas here:



It was easy to confirm that Jacob Thomas is the father of Jeff Thomas because Jeff Thomas used the email address [e-mail] in his email correspondence with investors he was soliciting in April of 2014. The email address led to the http://www.thewizardofaahs.com/ website which led to Jeff’s facebook page which provided the information needed to figure out that Jacob is Jeff’s dad.

The BHGI filings give an address of 78136 Calla Norte La Quinta, Ca 92253 which is a residence owned by Jacob Thomas (Jeff’s dad) and MaryAnn Thomas (Jeff’s mom) who are both 91 or 92 years old now.




Looking at the FAGI website we get an image of Jacob Thomas (now the CEO of FAGI) that matches the image of Jeff’s father from the facebook photos:



On August 23, 2014, Donna Mikkin was appointed as the CEO and director for BHGI. At the request of James Poe, Edward and Donna Milken moved from New York to California into the same building where James Poe lived at 700 West E Street, San Diego California. The rent for their new place was $3500/month.

Donna Milken says in her lawsuit that she realized very quickly that James Poe was only using her as a name on paper. Documents were already pre drafted for her to sign and she was never consulted about any business decisions.

Because of the reverse split, by late October 2014 there were only 818,205 shares of BHGI stock outstanding.


Completing the BHGI set up for insider enrichment

With a James Poe friendly management team in place, BHGI began what has become a 3 1/2 year pattern of bogus announcements used to tout the stock while James Poe and other special private placement shareholders dump shares into the market.

Sometime between August 1, 2014 and November 2014, James Poe had the $180,000 debt Note transferred out of the name of AE Group Investments Limited and into the name of Global Force Trading Limited which was a Hong Kong entity created by Poe in July of 2014 that would be used to hold the free trading stock issued for the conversion of the $180,000 (now $350,100 due to interest) debt Note.

On August 22, 2014 the old Motion Picture Hall of Fame Inc operations were spun out of the BHGI shell. The same day, BHGI entered into an Asset purchase agreement to acquire assets and intellectual property related to a line of beauty, skin care, and Nutraceuticals products from an unnamed seller in exchange for 50,000 shares of stock. BHGI planned to use the assets to launch a product line name “Latitud 32”. The “assets” were given a value of $37,500 on the BHGI balance sheet but they never amounted to anything real. BHGI would never end up manufacturing or selling any beauty products. The acquisition has resulted in $0 in revenues total to date.

The big question at this point is what happened to the hemp and beverage operations that were touted by Jeffrey Thomas during the unregistered confidential private share offering in April 2014? What happened to the huge Hy-Vee grocery store deal? Was that all just B.S. to sell hundreds of millions of dollars worth of stock to enrich people like James Poe and Jeffrey Thomas?

In connection with the beauty product asset purchase agreement, BHGI entered into a management agreement with Palm Desert Management Inc issuing Palm Desert Management Inc 50,000,000 shares up front for 5 years of future services. Palm Desert Management Inc is a Nevada business entity that was set-up on July 17, 2014. The entity used a nominee officer named My Hoang Le and operated out of the office of attorney Randall Brumbaugh. The 50,000,000 shares issued to Palm Desert Management Inc were put under the name of Gene O’Brien using O’Brien’s law office address at 74040 Hwy 111 Suite 2010 Palm Desert, California. According to Edward and Donna Mikkin, correspondence they received from Palm Desert Management Inc came from James and Paula Poe at 700 W E Street Unit 501, San Diego California. Over the next few months the 50,000,000 shares of stock would be split between Gene O’Brien and somebody named Richard Ramos (probably another James Poe nominee) using an address of 2089 Colonia Zona Urbana Rio T Baja CA (which is part of Mexico).

On September 8, 2014, Gene O’Brien was added as a director for BHGI. A few weeks later on October 13, 2014, O’Brien was appointed as the Secretary for BHGI.

On December 19, 2014, James Poe informed Donna Mikkin that through an email about his entity Global Force Trading Limited. Donna and Edward Mikkin claim they were asked to sign a non-disclosure agreement about Global Force Trading Limited which came from James and Paula Poe at their 700 W E Street Unit 501, San Diego California address.

On December 23, 2014, Donna Mikkin claims that they received a stock certificate from their broker for 1,525 shares after purchasing the shares on the open market at the request of Jeff Thomas and James Poe as a “test trade”. I think this had something to do with BHGI’s temporary stop on the grey markets as an inactive Issuer or perhaps it was done to create a market for the stock to get back on the pink sheets and help allow brokers to clear stock for trading in the future.

On December 29, 2014, James Poe made his first debt conversion. Using an attorney letter from Don A Paradiso PA, Poe put in a request for 5,081,734 shares to be transferred into his Global Force Trading Limited account in exchange for $12,704.34 in debt. Don A Paradiso PA is an attorney from Boca Raton that has been involved in dozens of mostly dirty penny stocks going back several years.

Paradiso was also the in-house counsel for Mirador Consulting LLC (Brian S John and Frank Benedetto). The same Mirador Consulting LLC that was hired to tout Terra Resources for James Poe and the same Brian S John that would later end up getting hired as IR for BHGI.

Brian S John was from New York where he was a broker from 1996 - 1998 at Stratton Oakmont Inc then at GKN Securities Corp. In 1997 NASD fined GKN Securities Corp and 29 of its brokers for an illegal markup scheme against 1300 investors in 8 securities. Brian S John was not one of the 29 brokers named. GKN Securities Corp shut down shortly after that. Stratton Oakmont Inc shut down in 1998 after its two principals Jordan R. Belfort and Daniel M. Porush admitted to seven-year scheme to manipulate the stocks of at least 34 companies. In 2000, Brian S John established Disease Sciences Inc. Disease Sciences Inc would merge into a publicly traded company called AuctionAnything.com Inc on May 23, 2001. On November 15, 2001 the SEC issued Disease Sciences Inc a Cease and Desist letter because Disease Sciences Inc published two materially false press releases on the dates of October 16, 2001 and October 17, 2001. In 2002, Brian S John established Mirador Consulting LLC which he ran until 2013 as an investor relations firm. Don Paradiso first started providing services for Brian S John and Mirador Consulting in 2003. Mirador Consulting used Paradiso’s office address in Boca Raton. In 2011 when Mirador was registered as a business entity in Missouri, Paradiso was listed as an officer.

In the attorney letter, Paradiso stated that Poe was not an affiliate and BHGI was never a shell company (both untrue facts) so the share didn’t have to be registered to be free trading. The free trading shares were issued on January 6, 2015. Thanks to the 50,000,000 service shares being issued to Palm Desert Management Inc, the 5,081,734 shares issued to Global Force Trading Limited came out to 9.99% of the O/S. It is obvious that the 50,000,000 shares were more about raising the O/S to support larger debt conversions by James Poe than about anything else.


So was James Poe using some of the shares he received through debt conversions to issue stock to participants in the private placement and free trading stock to participants in the special very limited close friends and family $.125/share private placement?

Ahmad Arfaania said in his lawsuit that he received his 800,000 shares purchased during the July 2014 private placement in January of 2015. But not only did the BHGI filings never show any money being received from any private placement, the filings also never show any stock being issued as part of any private placement. So how did the private placement shareholders receive their stock?

According to the BHGI filings the only shares issued between 2014 - 2016 outside of stock issued for services were the shares issued for debt conversions from the $180,000 Note.

The most obvious answer is that all of the private placement money went to James Poe and his associates and all of the shares issued as part of the private placements came from shares received from the conversion of the $180,000 debt Note or from the Palm Desert Management Inc holdings. So not only was the private placement an unregistered offering done by an unregistered broker. It might have also been part of some kind of illegal share distribution.

Ahmad Arfaania testified in his lawsuit that his shares came from AE Group Investments Ltd and Global Force Trading Limited using shares that Global received from debt conversions. Not from BHGI.





The Mikkin lawsuit also states that free trading shares received by Global Force Trading Limited using Don Paradiso legal opinions were distributed to other parties [as part of the unregistered Jeff Thomas share offering].

The Mikkin lawsuit even gives an example of shares held by James Poe (through Palm Desert Management Inc and Global Force Trading Limited) being transferred to Randall Brumbaugh. According to the Mikkins, they were cc’d on an email from the transfer agent on June 26, 2015 expressing concerns about 500,000 shares transferred from Global Force Trading Limited to Randall Brumbaugh because of an attorney letter from Don Paradiso Esq was requesting they be made free trading. The TA worried that Brumbaugh was too much of an affiliate.



There was allegedly a second email from the transfer agent that included the Mikkins sent on September 23, 2015 that was confirmation about a share transfer from Palm Desert Management Inc to Randall Brumbaugh.


Debt Conversions / Fake Backdated Note / Bogus PRs - Part 1

DEBT CONVERSIONS

During the next several months, Global Force Trading Limited (James Poe) would do several more debt conversions. Coinciding with the debt conversions, some time during the 2nd quarter of 2015, BHGI hired Brian S John (Caro Capital LLC) for IR services. Brian S John had some history with James Poe. Brian S John (Mirador Consulting) was previously hired to bring awareness for James Poe in Terra Nostra Resources Corp (TNRL).

- On April 16, 2015, Global Force Trading Limited (James Poe) received 5,789,000 free trading shares in exchange for $14,475.00 in debt leaving a balance of $308,670.66 on the Note.
- On June 19, 2015, Global Force Trading Limited (James Poe) received 6,315,200 free trading shares in exchange for $15,788.00 in debt leaving a balance of $292,882.66 on the Note.
- On July 17, 2015, Global Force Trading Limited (James Poe) received 7,000,000 free trading shares in exchange for $17,500.00 in debt leaving a balance of $275,382.66 on the Note.
- On April 1, 2016, Global Force Trading Limited (James Poe) received 5,588,800 free trading shares in exchange for $13,972.00 in debt leaving a balance of $261,410.66 on the Note.
- On August 23, 2016, Global Force Trading Limited (James Poe) received 5,000,000 free trading shares in exchange for $12,500.00 in debt leaving a balance of $248,910.66 on the Note.



As the float grew the BGHI stock price suffered. The stock got really active for the first time starting in July of 2015 after BGHI was moved from the grey sheets back to the pink sheets with an initial push up into the $1.60/share level then it saw a gradual drop down into the $.02 - $.03 range by the end of 2015. During 2016, BHGI saw some wild action including a spike back up to $.15/share in July and some up and down action throughout the rest of the summer.

BOGUS PRESS RELEASES

To help facilitate the share sales, BHGI did several press releases touting acquisitions and partnerships that would never amount to anything real.

- August 4, 2015, BHGI announced it was moving away from the beauty product stuff and focusing instead on business opportunities in Mexico in retail construction, retail sales, wholesale distribution, banking and financial services, mining and real estate development. The press release was not signed. According to the filings, BHGI had already created 2 subsidiaries way back in September of 2014 named Beverly Hills GroupMexico Inc and Beverly Hills Group Products Inc to be used for future acquisitions.

Beverly Hills GroupMexico Inc is a Nevada business entity formed on September 2, 2014 with Jorge Olson and Peter Martinez as its officers. It is now revoked. Beverly Hills Group Products Inc is also a Nevada business entity formed on September 2, 2014 with Jorge Olson and Peter Martinez as its officers. It is now revoked. Peter Martinez was the representative for BHGI in the lawsuit against Ahmad Arfaania. During 2015, Peter Martinez did briefly show up as a shareholder in the BHGI filings then he just vanished starting in 2016. Jorge Olson was briefly appointed as the COO for BHGI in August of 2014, but he vanished before the end of 2015.

- August 12, 2015 - BHGI announced it had entered into negotiations for the acquisition of an unnamed private Mexican company said to have several subsidiaries involved in various business operations like Real Estate and the Retail Beverage industry. The press release only says that BHGI entered into an agreement for an acquisition. So no acquisition had been completed. Then the press release goes on to state that the private unnamed Mexican company had approximately $4.75m in sales during 2014 and owned roughly $35m in Real Estate assets. The press release was not signed.

- August 19, 2015 - BHGI announced that it had retained an auditor named BDO Castillo Miranda to conduct a GAAP audit of Beverly Hills Group's “recent acquisitions in Mexico”. The press release refers to the previously announced agreement from the 8/12 press release as a completed acquisition. The press release was unsigned.

The Quarterly report for the period ending September 30, 2015 mentioned no new acquisitions and mentioned no auditing firm being retained. The August 19, 2015 press release was intentionally misleading.

- September 24, 2015, BHGI announced that it had signed (as in paperwork was completed) an investment banking agreement with an unnamed “leading prestigious New York-based investment banking firm” to assist in raising up to $10,000,000 in capital. The press release was unsigned.

The annual report for the period ending December 31, 2015 mentioned no such financing agreement and no capital was ever raised by BHGI through any financing agreement. The September 24, 2015 press release was a lie.

- April 8, 2016, BHGI issued a shareholders letter signed by Jeff Thomas’ father, Jacob Thomas, as the Chairman of BHGI. The letter backtracks on the acquisition of the unnamed Mexican company saying it hasn’t been completed yet then says that in addition to BDO Castillo Miranda, BHGI has also engaged the Procopio Cory Hargreaves & Savitch law firm to assist with completing the acquisition. Jacob Thomas also tells BHGI shareholders that BHGI has completed audits for 2013 and 2014 and just had one more year to go then BHGI will be cleared to uplist to the OTCQB. Those allegedly audited financials were filed with OTC markets on April 1, 2015. The auditor listed in the report was WWC PC. WWC PC is a PCAOB registered CPA but I don’t see BHGI listed as one of their clients in their Form 2 reports (possibly because BHGI isn’t an SEC registrant. Jacob Thomas fails to clarify that an uplisting to the OTCQB exchange would require the filing of an S-1 or From 10 registration statement. I still have my doubts that Jacob Thomas even knows that his name is being used as the Chairman and CEO of the FAGI shell.

- April 11, 2016, BHGI filed an 8K announcing that the audit for the Mexican acquisition was completed and BHGI paving the way to move forward with the acquisition of a Mexican Corporation that manages and operates convenience and retail stores, manages wholesale distribution operations as well as other industrial or business related consumer products.

- April 20, 2016, BHGI filed an 8K and a press release announcing “the completion” of its first acquisition. The 8K reveals Grupo International Richard as the unnamed Mexican company/conglomerate from the previous press releases and says that BHGI has completed the acquisition of one of the Grupo Richard subsidiaries - Operadora de Servicios GRM. The 8K further states that Operadora de Servicios GRM was incorporated in Mexico in 2013 and by 2015 was operating 32 Modelorama, Bud Light and Tecate branded convenience stores, and managing over 200 employees.

The quarterly report for the period ending June 30, 2016 showed no such acquisition being completed. The only asset on the balance sheet was still just the $37,500 value assigned to the abandoned beauty product project. There wasn’t even any mention of any agreements for any acquisitions in the quarterly report. The April 20, 2016 press release and 8K were lies.

- April 27, 2016, BHGI issued a press release announcing that they were in the final stage of their third acquisition, ON Comercio. ON Comercio is said to be a niche banking company that installs Point of Sale (PoS) units in small convenience stores and kiosks. BHGI further states that upon completion of the acquisition the plan will be to rollout ON Comercio services in three states initially: Baja California, Guanajuato and San Luis Potos with the potential to reach $42M in revenue by Year 2 after funding and as much as $1 billion in the long term based on their growth projections. Up to this point BHGI only announced 1 acquisition so saying this would be the third acquisition is a little confusing. The projections in the press release are just ridiculous. It is a very pump forward press release. The press release was signed by Jacob Thomas.

- May 6, 2016, Jacob Thomas issued another shareholder letter. In the letter he says the 2015 audit is nearly done. Thomas reiterates the completion of Operadora de Servicios GRM acquisition (which was proven to be a lie when the quarterly report came out for the period ending June 30, 2016). And mentions two other acquisitions in the works - ON Comercio (from the 4/27 press release) again with the ridiculous $42m (short term) and $1b (long term) projections and a Mexican construction company which will be named BHGI construction.

- June 17, 2016 shareholder letter signed by Jacob Thomas elaborates on the proposed ON Comercio acquisition and the proposed Mexican construction company acquisition saying that they are both branches of Grupo Richard and then goes through a list construction projects that the construction company allegedly been tasked to complete. Those projects are listed as:

1) A convenience store rehab project which will include 100 stores in phase one, another 100 stores in phase two, and up to as many as 3000 stores total which they want people to think has something to do with Corona Beer since they post a picture of a Corona store
2) Expansion work for a major company which they want people to think is Budweiser since they post a picture of a Budweiser store

The shareholder letter further states that ON Comercio has implemented a pilot study of some new technology in 5 of its rehabbed convenience stores, and the impact appears to be substantial with markedly increased sales. The shareholder letter was very pump forward.

- July 26, 2016, Jacob Thomas issued another shareholder letter. In the letter Thomas states that BHGI is “moving forward with an expansion of On-Comercio” and BHGI is “happy to announce receipt of the first order of tablets”. At this point BHGI hasn’t acquired On-Comercio so On-Comercio has nothing to do with BHGI. The statements are intentionally misleading to make BHGI shareholders believe that On-Comercio is under BHGI’s control.

- August 12, 2016, BHGI announced in a press release that an unnamed 3rd party advanced $1.4m to Grupo Richard in preparation of the closing of the Grupo Richard-Operadora acquisition. In the press release, BHGI states that the Grupo Richard-Operadora acquisition will be paid for with a combination of cash and restricted stock. The press release further states that an appraisal done by "Jaramillo y Asociados" found Grupo Richard-Operadora to own $47 million in Real Estate and $45 million in equity.



The press release says that the assets of 3 more Grupo Richard divisions are in the process of being acquired as well

(1) Grupo Internacional Richard
(2) Grupo Richard y Lange
(3) Asesores en Comercio ON de Mexico

The press release was signed by Jacob Thomas.

The Quarterly report for the period ending September 30, 2016 still showed no acquisitions. The only asset on the BHGI balance sheet was still just the $37,500 value placed on the abandoned beauty product project. No advancement of any funds was disclosed either. BHGI owned nothing up to this point. Every press release issued during 2015 and 2016 was full of lies and intentionally misleading statements.

FAKE BACKDATED DEBT NOTES

One interesting note from the Mikkin lawsuit is that, according to the Mikkins, on February 1, 2016, Edward Mikkin received an email from Paula Poe that included backdated debt Notes. There was a Note from Edward Mikkin to James Po on a Palm Desert Management Inc letterhead in the amount of $500,000 dated July 21, 2014, a Note from Edward Mikkin to James Po on a Palm Desert Management Inc letterhead for $250,000 dated July 31, 2014, and a Note from Edward Mikkin to James Po on a Palm Desert Management Inc letterhead in the amount of $130,000 dated April 1, 2015, that Paula wanted Edward to sign.

It was immediately obvious the Edward Mikkin that the Notes represented the $750,000 payment that Mikkin made for the July 2014 share purchase and some the $250,000 subsequently given to BHGI by Edward Mikkin during 2015 to help cover expenses. Mikkin refused to sign the backdated Notes and on March 2, 2016 the Mikkins received a letter from Randall Brumbaugh requesting that she resign from her officer and director positions with BHGI. Donna Mikkin submitted her resignation on March 3, 2016. In the BHGI filings, BHGI said the resignation was because of “medical reason”.

Jeff Thomas’ father, Jacob Thomas took over as the CEO following Donna Mikkin’s resignation.

Browsing through the BHGI OTC disclosures it looks like James Poe may have managed to turn the money received from Edward Mikkin into convertible Notes on the balance sheet even without Edwards signature and he did most of it before even asking Mikkin to sign the Notes. The quarterly report for the period ending June 30, 2015 showed no other Notes on the balance sheet except for the debt related to the original $180,000 Note that James Poe had acquired and tacked interest onto. Fast forward to the annual report for the period ending December 31, 2015 and suddenly there is $832,112 in related party debt on the balance sheet.

This is extremely disturbing because not only did BHGI never add $832,112 in cash to the balance sheet as an asset, but $750,000 of that money was never given to BHGI as a loan to begin with. James Poe was double dipping by pocketing the $750,000 received from the Mikkins in a private share transaction then billing BHGI (in the form of debt Notes justified by imaginary expenses) for the money he misappropriated from the Issuer. And worse yet, the attorney letter provided by Randall Brumbaugh to vouch for the information in the BHGI OTC disclosures falsely states that Donna Mikkin was responsible for the BHGI financial statements.

Immediately after Donna Mikkin resigned, the related party debt was turned into convertible debt Notes which could be converted into BHGI stock at $.0025/share (the same rate as the other James Poe Note).

On March 10, 2016 the first conversion took place with 35,000,000 restricted shares being issued in exchange for $87,500 of the debt. The BHGI filings don’t say who got the shares, but it was most likely James Poe. Where the shares went from there is anybody’s guess … were they re-issued to private placement shareholders? Re-issued as payment to service providers (attorneys, promoters, etc)?



Even with the March 10, 2016 conversion the debt grew to $952,188.77 by June 30, 2016 and would continue to grow during 2016 probably to include the rest of the $250,000 that the Mikkins lent to BHGI that was never properly reported.


Grupo International Richard / Deja Vu

Grupo International Richard, the Mexican company that FAGI has been touting since 2015 is run by Ramon Richard. This was not the first go around for Ramon Richard and the Grupo Richard Mexican business operations. Prior to getting involved in BHGI, Ramon Richard was involved in GRUPO International Inc (GRPI).

GRPI formerly traded as Hiv-Vac Inc (HVIV). HVIV was an old public shell that had William Sears as a financier and shareholder starting in 1999 and Cliffe Bodden as a consultant and shareholder by 2002. Sears and Bodden worked together often through the years including in BPLT, JAGR, and FSPM. Sears would end up getting Indicted in 2004 because of the Blue Planet Research & Technology Inc (BPLT) scam and was sentenced to 30 days in prison followed by 3 years probation. Bodden was Indicted in 2012 for his role in an investment scheme that ripped off foreign investors. Bodden got sentenced to 72 months in prison. Fusion Pharm Inc (FSPM) was suspended by the SEC on May 16, 2014. Bodden was named in an SEC Order for his role in the FSPM fraud. William Sears ended up Indicted again for his role in the FSPM fraud. That case and a case against Guy Jean-Pierre (one of the lesser used attorneys FSPM) got pretty messy but I want to stay focused on GRPI.

On August 25, 2010, HVIV announced an agreement to acquire 80% control in Richard y Lange S.A. De C.V. in exchange for 8,000,000 shares of HVIV stock. Richard y Lange S.A. De C.V. was a Mexican company run by Ramon Richard Mora located in Baja, CA that had several divisions: "RiMart," which was said to be operating 14 tool retail stores throughout Baja California, "GR Construction," which was said to be specializing in large industrial projects, "Block GRYLSA," which was said to be operating block manufacturing facilities, and "GRYLSA's," which was said to be a raw materials division that mines commercial grade sand located near the border of the State of California and Baja California.

Richard y Lange S.A. De C.V. sounds eerily similar to Ramon Richard’s Grupo Richard which BHGI/FAGI has been saying they were acquiring since 2015.

On September 9, 2010, Ramon Richard became the new CEO of HVIV. In October of 2010, Hiv-Vac Inc (HVIV) did a name and symbol change to Grupo International Inc (GRPI). Around this same time some series B preferred stock convertible into 3,000,000 common shares previously owned by an offshore entity named Tradebay International Ltd going all the way back to 2002 got transferred into the name of Howard Behling. Behling had also been involved in AmeraMex International Inc (AMMX) going back to at least 2005. Somebody put together a little slide show for Richard y Lange S.A. De C.V around October of 2011.

On February 1, 2011, Ramon Richard announced in a press release that the deadline for the Richard y Lange S.A. De C.V. acquisition had extended for 60 more days. The acquisition was referred to as a $4,500,000 acquisition and a new website at grupointl.com was announced. Grupointl.com was registered by Howard Behling. An archived version of the website http://www.grupointl.com:80/" rel="nofollow" target="_blank" >can be seen here.

Ramon Richard then started a parade of press releases touting progress being made by Richard y Lange S.A. De C.V. despite GRPI not owning the business (same exact thing that has been going on with BHGI/FAGI since 2015).

Highlights for the GRPI press releases included a $30 million mining project announced on February 2, 2011, the rapid expansion of the RiMart stores into 20 new locations valued at $100,000,000 announced on February 8, 2011, $3 million in new maintenance contracts announced on February 24, 2011, an agreement with Sherwin-Williams to sell their paint products in RiMart stores announced on March 3, 2011, more Rimart store expansions - 20 new stores offering $20,000 in new sales each plus 3000 potential new targets already identified announced on March 10, 2011, an agreement with CEMEX, the world’s largest cement company, to start selling their products in RiMart stores announced on March 31, 2011.

Starting with the February 24, 2011 press release GRPI stopped called Richard y Lange S.A. De C.V a potential acquisition and started referring to the business operations as belonging to GRPI despite the fact that GRPI never officially announced the acquisition having closed (very similar to what BHGI/FAGI has done in some of their press releases).

The press releases stopped after March of 2011 which was exactly when the 60 day extension for the acquisition agreement expired.

At some point the SEC might have sent them a delinquency notice because starting in August of 2011, GRPI which was 8 years delinquent with its SEC filings started submitting a bunch of old 10Qs and 10Ks. GRPI never managed to get caught up and what they did file was possibly not compliant because the SEC ended up suspended GRPI on December 12, 2012 because of “lack of current and accurate information”

My guess is that a big part of the GRPI scam was using the proposed acquisition and subsequent misleading press releases to help pump the stock price while the 3,000,000 common shares owned by Howard Behling were being sold into the market.

After the SEC suspension, the grupointi.com website http://grupointl.com/" rel="nofollow" target="_blank" >went under construction starting in 2013. Starting in January of 2016, the grupointl.com domain began forwarding to http://www.gruporichard.com.mx/, the website now used in connection with FAGI.



Howard Behling also still has some connection to Grupo Richard through a company called Wintech which is found on the Grupo Richard website.



On the fullalliance.com website BHGI/FAGI even lists Richard y Lange S.A. De C.V. as one of its Grupo Richard acquisitions.



So there you go. Ramon Richard just took his probably mostly fake Mexican business operation and moved on from the SEC suspended GRPI shell to BHGI/FAGI and altered the description of its alleged business operations some in the process.


Reverse split then Rinse Repeat

On October 17, 2016, BHGI executed a 1:100 reverse split even though the price was still trading in the pennies. The reverse split reduced the O/S down to just 1,232,439 shares. The person that benefit the most from the split is obviously James Poe, the convertible Note holder. His debt still converts at $.0025/share after the split allowing him to make more money selling the stock at the higher prices.

After the reverse split, some of the related party debt was immediately converted into new stock at $.0025/share and issued to Palm Desert Management Inc (James Poe) and to Jacob Thomas (on paper) to raise the O/S for James Poe to create more free trading stock with his Global Force Trading LImited Note.

- On November 25, 2016, $17,000 in bogus related party debt was converted into 6,800,000 shares of stock leaving a balance of $957,880.21 in bogus related party debt. That raising the O/S to 8,032,439.
- On November 30, 2016, Global Force Trading Limited (James Poe) received 720,000 free trading shares in exchange for $1,800.00 in debt leaving a balance of $247,110.66 on the Note. That raised the O/S to 8,752,439 shares.
- On December 8, 2016, $18,000 in bogus related party debt was converted into 7,200,000 shares of stock leaving a balance of $939,880.21 in bogus related party debt. That raised the O/S to 15,952,439 shares.
- On December 19, 2016, Global Force Trading Limited (James Poe) received 1,500,000 free trading shares in exchange for $3,750.00 in debt leaving a balance of $243,360.66 on the Note. That raised the O/S to 17,452,439 shares.

The annual report for the period ending December 31, 2016 still showed no acquisitions and still showed the only asset as the abandoned beauty product project valued at $37,500.


Touting Fake Cannabis Operations while Mexico Stuff is Put on Hold

After touting Grupo Richard acquisitions throughout 2015 and 2016, BHGI put all proposed acquisitions of Grupo Richard assets on hold saying in a February 12, 2017 press release that “geopolitical changes in the relations between the United States and Mexico, the Board of Directors believes it is in the best interest of the Company to delay, without ruling out, its plan to acquire the private assets of Grupo Richard, a Mexico-based conglomerate”

With the Grupo Richard stuff on hold, BHGI quickly came up with something new to tout. On February 17, 2017, BHGI announced in a press release that it entered into an agreement to acquire DiMora Pods Inc, a manufacturer and distributor of customizable, state of the art, modular hydroponic systems, based in Palm Springs, California. Hydroponic systems immediately gives DiMora Pods Inc a cannabis connection.

Simple DD quickly shows that DiMora Pods Inc wasn’t anything close to what BHGI wanted investors to believe.

1) DiMora Pods Inc only just created a domain at https://dimorapods.com/ for its company on January 15, 2017. The website wasn’t even open to the public. How does a company sell anything when nobody can see what they sell?
2) DiMora Pods Inc was only set up as a business entity in Wyoming on February 3, 2017 (2 weeks before the press release).
3) A twitter page was created for DiMora Pods Inc two days before the press release to give DiMora Pods Inc the illusion it was a real company.

Obviously DiMora Pods Inc wasn’t anything but a shell company that was set up for the mere purpose of pumping the BHGI share price using fake cannabis related operations and yet another bogus acquisition agreement. The officer for DiMora Pods Inc were Sir Alfred J. Dimora of Palm Springs, CA (the owner of DiMora Cars) and Christopher W. Tefft of Rancho Mirage, CA (the owner of J-Deck Inc). DiMora is no stranger in penny stocks, he was reported as being an investor in Corix Bioscience Inc (CXBS) as recently as December 2017. CXBS was suspended by the SEC on April 12, 2018 because of “questions about the accuracy and adequacy of publicly disseminated information concerning, among other things, the company’s assets and operations”. DiMora is obviously not the best judge of character when it comes to penny stocks.

With a change in focus for its forward looking business plan, BHGI completed a name/symbol change to Full Alliance Group Inc (FAGI) on April 12, 2017.

An interesting note about the name Full Alliance is that two entities named Full Alliance Inc (one in Nevada from February 2016 and one in Wyoming from March 2016) were set up over a year earlier. Perhaps a name change was already being discussed back in early 2016? Or maybe they were looking at getting involved in another shell. The Nevada entity had the same number of authorized shares as FAGI but was never assigned with officers. The Wyoming entity obviously had 500,000,000 authorized shares and even had authorized Series A and Series B preferred stock (something FAGI didn’t have). Full Alliance Inc - Wyoming used Randall Brumbaugh and a familiar FAGI linked address at 6490 W Desert Inn Rd, Las Vegas, Nevada which was the same address being used by DiMora Pods Inc. The officer assigned Full Alliance Inc was Sherry Lee Miller using Randall Brumbaugh as her representative. Sherry was most likely just a nominee.

During May and June 2017, FAGI announced 3 new Board members - Dr. Paul Brian Volpp, Dr. Roger James Agajanian, and Robert Heggie (of Palm Springs) saying that they were brought on board to help FAGI with the expansion of its cannabis operations even though FAGI didn’t own any cannabis operations.

FAGI even revived its old Latitud 32 beauty product line giving the beauty line a new spin in the company description by adding the description - nutraceuticals and medical CBD infused products.

FAGI continued to build off its non-existent Cannabis operations by putting out a press release on May 23, 2017 announcing that 23,500,000 warrants for the acquisition of FAGI stock at $2/share were being issued to the DiMora Pods Inc directors to help move that proposed acquisition forward. The press release served two purposes, it misled investors thinking that FAGI was close to acquiring DiMora Pods Inc and it created the false illusion that FAGI stock was undervalued since it was trading in the $1.40s at this time.

On July 6, 2017, the FAGI cannabis ventures continued with the announcement of a Joint Venture with Wincon Distributing Inc for a profit sharing venture in which FAGI would provide Wincom Distributing Inc with capital (something FAGI didn’t even have) in exchange for 40% of profits in Wincon’s tobacco distribution industry. The press release isn’t very clear about if FAGI would only get 40% of profits on products sold by FAGI or 40% of all profits. The PR also suggests that FAGI would be paid back in the future for all capital provided. FAGI further states that the joint venture will provide FAGI with $15 million in revenues over the next year. The press release clearly presents the joint venture as a done deal which it wasn’t. The press release signed by Jacob Thomas was intentionally false and misleading.

To accommodate the new Tobacco operations, FAGI created a new subsidiary named Full Alliance Tribal Distribution which it said would be used for sale of Free Spirit Tobacco, Monarch, Poker and Joe’s Tribal brand cigarettes and tobacco products. An entity was set up in Wyoming on July 31, 2017 then one was registered in California on August 11, 2017 (as a foreign entity linked to the WY entity). The CA entity had Jacob Thomas, Rodolfo Kiste, and William Bills (all using Brumbaugh’s address) as the officers.

Chief William Bills is another link to Corix Bioscience Inc (CXBS) - the stock for which Alfred DiMora did the share ownership filing. CXBS claimed to have a joint venture agreement with some Tribal Nation companies represented by William Bills. When CXBS was still trading as AHIT, on May 14, 2017, they announced the joint venture agreement in a press release. According to a report done by George Sharp, CXBS forged William Bills signature on papers. The deal was a fraud. William Bills would later put out a press release refuting any deal ever took place. According to that press release, the CXBS CEO Michael Osburn also lied about an agreement with Free Spirit Organics LLC through another public Issuer - iBrands Corporation Inc (IBRC). CXBS was suspended by the SEC on April 12, 2018 because of “questions about the accuracy and adequacy of publicly disseminated information concerning, among other things, the company’s assets and operations”

William Bills had been advertising for opportunities to do joint ventures with some of his companies in February of 2017 so it’s hard to say if the FAGI situation was another situation where William Bills name was used without his consent especially knowing the Alfred DiMora link to both FAGI and CXBS.

I reached out to William Bills to get answers asking George Sharp (a mutual acquaintance) to find out William Bill’s take on the situation. The Chief told Sharp that James and Paula Poe were the ones who first informed the Chief that Ogburn of CXBS was forging his signature. Then the Poes tried to do business with the Chief and another tribe, but when the Chief saw their BS PRs, he told them, “you’re just trying to do the same thing Ogburn was”. No deal was made or agreed to. The Chief says that he didn’t know that he was added as an officer for Full Alliance Tribal Distribution LLC until George just told him. And the Chief did not give permission for FAGI to issue PRs referring to Wincon Distributing, LLC. It was when the Chief saw the FAGI press releases that the Chief ended all discussions with FAGI (James and Paula Poe). Wincon Distributing LLC has since been dissolved.

An interesting Note about July 6, 2017 press release is that it was authored by Jeff Thomas.



Then on August 4, 2017, the cherry on top of the new cannabis operations came with a press release announcing that on June 17, 2017, FAGI “has acquired” 15 acres of land from HRM Farms outside of Stockton, California. The press releases then goes on to clarify that FAGI has signed a lease agreement to acquire 15 acres of land, but to make the acquisition happen FAGI would have to pay $1,600/acre as a one-time payment ($24,000). FAGI would also have first right of refusal for additional acreage up to 1,000 acres on adjoining plots. To accommodate the proposed acquisition, FAGI created a new division named Full Alliance HRM, NAC. HRM Farms Inc actually does own land licensed for hemp production.

When the quarterly report came out for the period ending June 30, 2017, it showed a lot of interesting information:

1) 3,000,000 warrants were exercised by DiMora Pods Inc but the proposed acquisition was cancelled and all shares were returned to the treasury.
2) The joint venture with Wincon Distributing Inc was never executed. No mention of Wincom at all in the OTC disclosures.
3) FAGI had $0 revenues so they weren’t selling any beauty products CBD oil based or otherwise
4) FAGI reported paying $24,000 to HRM Farms Inc for the acquisition of 15 acres of land
5) Rodolfo Kiste (aka Rudy Kiste) was now listed as the CFO.

When Full Alliance Group Inc launched its new website at fullalliance.com in September of 2017, the site was largely dedicated to cannabis operations (http://fullalliance.com" rel="nofollow" target="_blank" >see the archived version here) and continued to tout the Wincon Distributing tobacco product venture, and the Latitude 32 beauty product venture.

The new domain at fullalliace.com was registered on August 12, 2017 by Hans Brost.



Hans Brost is most well known for his involvement in JBI Inc (JBII) (which had attorney Randall Brumbaugh early on) where Brost was mentioned in a press release as the CEO of Plastics2Oil Palm Springs very shortly after John Bordynuik acquired the JBII shell. Hans Brost went on to be the biggest advocate for the JBII business operations over the years (more here). The Issuer now trades as PTOI. Under Bordynuik, JBII turned into a pretty big mess because of bogus financials and the misuse of media credits. JBII and Bordynuik were sued by the SEC with Bordynuik eventually agreeing to a 5 year ban. The Ontario Securities Commission also came down on Bordynuik because Bordynuik marketing his securities to dozens of Ontario residence through private placements using false information about the assets and true value of the company.

As can be seen at the following links Hans Brost takes his stocks very seriously (link #1, link #2, link #3).

As recently as May 2018, FAGI was still reporting the HRM Farms Inc hemp growing operations as an active venture in their OTC disclosures and at no time did FAGI ever mention the proposed Wincon Distributing Inc joint venture agreement being terminated. Then finally on July 10, 2018, FAGI came clean and announced that it had no cannabis operations. According to that press release “Full Alliance Group is not in any way affiliated with the CBD, hemp or cannabis growth, manufacturing, distribution or any affiliated products or services… “Previously mentions of associations include but are not limited to, Wincon, HRM Farms, and DiMora Pods have been terminated”

All the information about owning hemp farming land, nutraceuticals and medical CBD infused beauty products, and tobacco distribution operations were nothing but lies and misleading statements used to artificially inflate the FAGI share price while James Poe and his associates continued to convert debt and sell stock into the market.

As already mentioned, on November 30, 2016, Global Force Trading Limited (James Poe) received 720,000 free trading shares in exchange for $1,800.00 in debt leaving a balance of $247,110.66 on the Note. And on December 19, 2016, Global Force Trading Limited (James Poe) received 1,500,000 free trading shares in exchange for $3,750.00 in debt leaving a balance of $243,360.66 on the Note.

More conversions continued during the Cannabis push.

- On January 4, 2017, Global Force Trading Limited (James Poe) received 1,700,000 free trading shares in exchange for $4,250.00 in debt leaving a balance of $239,110.66 on the Note.
- On April 17, 2017, Global Force Trading Limited (James Poe) received 955,715 free trading shares in exchange for $2,389.29 in debt leaving a balance of $236,721.37 on the Note.
- On June 1, 2017, Global Force Trading Limited (James Poe) received 500,000 free trading shares in exchange for $2,500.00 in debt leaving a balance of $234,221.37 on the Note.
- On August 3, 2017, Global Force Trading Limited (James Poe) received 1,178,000 free trading shares in exchange for $2,945.00 in debt leaving a balance of $231,276.37 on the Note.

Since the bogus Cannabis operations didn’t exactly light the market on fire for FAGI, the steady dilution from the Note conversions had a pretty negative effect on the FAGI share price once the stock started to get active in June of 2017 following the name/symbol change. FAGI fell from over $1.00/share down to the $.02s from early June to November with less than $16,000 of convertible debt paid off in the process.






FAGI takes its Pumping and False Statements to a Whole New Level

With the share price down to the $.02s and the cannabis operations not having the effect they FAGI insider probably hoped for, FAGI went back to the Mexican operations with a huge announcement on November 28, 2017.

- On November 28, 2017, FAGI announced in a press release signed by Jacob Thomas that it completed the acquisition of Grupo Richard. The press release clearly states the acquisition was completed and “the Grupo Richard assets are now a part of FAGI”. FAGI goes on to say that the acquisition comes with $40 million worth of assets and includes the following Grupo Richard companies:

1) Oreradora de Servicious GRMS de RI de CV
2) Grupo Internacoinal Richard S de RI de CV
3) Grupo Richard y Lange SAPI de CV SA de CV
4) Asesores en Comercio ON de Mexico

Of note, the press release still referred to FAGI as a cannabis venture in the about me sections.

Now keep in mind that FAGI already announced back on April of 2016 that it had acquired Oreradora de Servicious GRMS in an 8K and in a press release. Which turned out to be a lie.

FAGI added its new Mexican holdings to its website to go with its bogus Wincon Distributing joint ventures and tobacco selling operations (see http://fullalliance.com" rel="nofollow" target="_blank" >an archived version of the website from early December 2017 here).

The announcement of the long awaited acquisition of Grupo Richard combined with the statement about FAGI owning $40 million in assets sent the FAGI share price into a massive climb.

Over the next few days, FAGI continued to support the price push with more press release each time raising the value of what FAGI claimed they had acquired.

- On November 30, 2017, FAGI put out another press release signed by Jacob Thomas just basically repeating all of the information from the November 28, 2017 press release about having acquired Grupo Richard with its $40 million in assets among the four branches.

- On December 4, 2017, FAGI announced in a press release that $1 million in debt was being converted into preferred stock as a way of eliminating the debt.

The debt was actually related party debt so it couldn’t be turned into free trading stock anyways, but the conversion of $1,000,000 of related party debt into 25,000,000 preferred shares left a related party debt balance of $241,239.60 at the time. Since that time the balance has grown to over $322,609.

The stock price peaked at $.618/share on December 4, 2017 thanks to the debt elimination announcement.

On December 4, 2017, with the share price way up and lots of eyes on the stock, James Poe called for his next debt conversion receiving 1,000,000 free trading shares for the conversion of $2,500 in debt leaving Global Force Trading Limited with a balance of $225,776.37.

The new dilution helped send the stock price back down to as low as $.0921/share by December 8, 2017.

- On December 13, 2017, FAGI upped the pump by putting out a shareholder letter signed by Jacob Thomas saying that FAGI completed the acquisition of the Grupo Richard assets using a combination of $1.5m in cash and 20,000,000 restricted shares. FAGI also said that a 3rd party evaluation of the Grupo Richard assets conducted by Riedel Research Group determined that the Grupo Richard assets acquired by FAGI were actually worth “over $280 million” (much more than the $40 million FAGI stated just 2 weeks ago).



How incredible! Hmm but where did FAGI get $1.5m in cash from? They have never reported having more than a few hundred dollars in cash ever. And who is Riedel Research Group? This is the website for Riedel Research Group. It looks like it is primarily a one man show run by David Riedel. They do conduct research and analysis, well at least they did. The website hasn’t been very active since 2014/2015 but they do have some recent activity. A copy of the so called research report is available on the FAGI website. As far as I can tell, FAGI would be the first and only penny stock ever analyzed by Riedel. I’m currently trying to contact Riedel Research Group to get their take on the alleged research done by their company. I saved a copy of that report in case FAGI removes it from their website.

Even before David Riedel did this alleged evaluation of Grupo Richard, Jeff Thomas mentioned David Riedel’s name in an email to Edward Mikkin. Jeff said that David Riedel already did a valuation for the alleged beverage operation that was being touted in the unregistered share offering from 2014:



It turns out that David Riedel works with Doug Cole at Objective Equity LLC. Doug Cole has always listed himself as a managing partner in Objective Equity LLC. David Riedel is the long time FINRA registered representative for Objective Equity LLC and its president and COO going back to 2004 just after he started Riedel Research Group. Riedel and Cole can be found as shareholders together in several stocks between 2008 - 2013 through Objective Equity LLC including WMTM, SYRX, and AVTH (which was suspended then revoked in 2017). I even found one old reference to Riedel Research which named Doug Cole as a project head for the Global Team.

So the simple answer is that the Riedel Research evaluation done for Grupo Richard/FAGI was nothing more than an inside job. It was most definitely not an independent 3rd party evaluation.

Still riding some momentum from the new acquisition, James Poe did his next debt conversion on December 18, 2017. This time he converted $3,000 worth of debt into 1,200,000 free trading shares leaving his Global Force Trading Limited with a balance of $222,776.37.

- On January 10, 2018, to help support the ruse that FAGI had acquired Grupo Richard, FAGI put out a shareholder letter from Grupo Richard CEO Ramon Richard announcing a mobile payment pilot program for the On Comercio branch which will target motor vehicle related transactions, drivers licenses, registration related charges, letters of no criminal records, birth certificates, and property taxes, etc and government facilities.

At this point FAGI changed it business description in its press releases and began referring to itself as “a multi-faceted holding company with varied interests in banking and point-of-sale (POS) technology, financial services, real estate, and nutraceuticals. Full Alliance management is diligently working toward definitive closings on the recent in-escrow acquisition of several Grupo Richard companies (including On Comercio). Full Alliance Group provides investment capital, modern business practices, and best-in-class management to assist growing companies to reach their greatest potential”.

To facilitate the new point-of-sale (POS) banking operations, FAGI put out two more press releases announcing 2 new directors - Henry Tacsan Ruiz and David Martinez.

On January 19, 2018, James Poe converted $4,250 of his Global Force Trading Limited debt into 1,800,000 free trading shares of stock leaving a balance of $218,526.37.

By mid-February, FAGI had slid all the way back into the $.05s.



Even more noteworthy than the pump & dump price action was the fact that when FAGI filed its annual report for the period ending December 31, 2017, it showed no new assets from Grupo Richard. The press releases and shareholder letters from November 28th, November 30th, and December 13th as well as the information on the FAGI website was all lies.

More Jame Poe/Global Force Trading Limited debt conversions would take place on March 8, 2018 (1,800,000 free trading shares for $4,500 in debt) and on March 26, 2018 (1,800,000 free trading shares for $4,500 in debt). This left the balance on the Global Force not at $209,526.37.

When the Quarterly report hit for the period ending March 31, 2018, it still didn’t show the Grupo Richard acquisition despite all the press releases and shareholder letters saying it was completed and despite FAGI continuing to claim those assets on its website. The only FAGI assets were the inactive beauty product stuff and the $24,000 land lease which obviously isn’t getting used for anything.

By this point the the O/S had grown from just 1,232,439 shares immediately after the reverse split from October of 2016 to 40,986,154 shares as of March 31, 2018.

14,153,715 of the new shares issued were free trading shares issued to Global Force Trading Limited (James Poe) for the conversion of $30,384.29 in debt ($.0025/share). At an average price of $.10/share, those shares could have fetched $1,415,371.50.

At this point Poe still had $209,526.37 in debt (not counting any interest that might get tacked on at some point). Converted at $.0025/share that would be another 83,810,548 free trading shares.


The Misleading Press Releases Continue

Since March 31, 2018, the float has grown from just under 15,000,000 to 18,810,154 shares so there is no question that James Poe has continued to do debt conversion since March 31, 2018. Unfortunately we’ll have to wait until the next quarterly report comes out in August to know exactly how many more debt conversions took place during April, May, and June.

To help support the continued dilution, FAGI has continued to pretend to own Grupo Richard and had continued to grow the misleading bogus business operations with announcements of new deals.

- April 5, 2018, FAGI announced in a press release signed by Jacob Thomas that it had signed an agreement to acquire Kelevra Digital Solutions, S.A. de C.V., a Mexico City-based custom software technology developer. The press release says that FAGI will have the option to acquire up to 99% of Kelevra, including substantially all operations, technologies, and intellectual properties, in exchange for a combination of cash and stock and that the deal could take up to 60 days to complete because of due diligence and regulatory approvals.

- April 11, 2018, FAGI put out another a press release about the Kelevra deal with the misleading headline “Full Alliance Group Acquires Kelevra”. When you click the link to view the release it is just you to the April 5, 2018 press release.

- April 12, 2018, FAGI put out another press release signed by Jacob Thomas just to highlight the growth potential of Kelevra Digital Solutions S.A. de C.V. even though FAGI doesn’t own Kelevra. The press release talks about some of Kelevra’s clients and says that Kelevra doubled its revenues the past year and it is projected to double them again next year.

- May 1, 2018, FAGI continued its new banking/finance tech focus by announcing yet another proposed acquisition in a press release signed by Jacob Thomas. This time has entered into a contract to acquire GBE Grupo Empresarial de Tamaulipas SAPI de CV, a Mexico-based, nationally licensed hard money lender. This time FAGI name drops the word cryptocurrency into its forward looking fintech operations. And again the deal is subject to the completion of due diligence and regulatory approvals.

- May 3, 2018, FAGI announced in a press release signed by Jacob Thomas the acquisition of MY PAY technology from Alberto Galvan Lopez, founder of Comercio On (part of the Grupo Richard that FAGI never actually acquired despite saying they did). Terms of the acquisition aren’t disclosed, but I suspect it will be like the Grupo Richard acquisition and not show up on the quarterly report for the period ending June 30, 2018 when that comes out in August. That press release was followed up by a May 8, 2018 press release announcing that Alberto Galván Lopez was being named as Vice President of Business Development for Latin America.

- May 10, 2018, FAGI put out a press release signed by Jacob Thomas announcing that FAGI has met with Visa and Finnovista representatives in Mexico City as part of Visa's Everywhere Initiative. FAGI then pushed it further by skipping the participation in the Visa’s Everywhere Initiative part instead saying that the meeting was used to “discuss potential collaboration” for the initiative making it sound like FAGI would be partnering with VISA for some kind of joint venture. But worse than the intentionally misleading wording about the VISA stuff was the fact that FAGI stated that Kelevra Digital Solutions SA de CV was one of its subsidiaries … Full Alliance Group, Inc. ( FAGI), is pleased to announce that in a continued effort to expand operations of “its newly-acquired subsidiaries MY PAY and Kelevra Digital Solutions SA de CV” FAGI never announced the acquisition was complete, only that it was in the due diligence and regulatory approval phase.

In a May 31, 2018 follow up press release signed by Jacob Thomas about the VISA’s everywhere stuff, FIGA once again referred to both MY PAY and Kelevra Digital Solutions SA de CV as wholly owned subsidiaries.

When the quarterly report for the period ending June 30, 2018 comes out it will show that FAGI never acquired Grupo Richard (and its 4 branches FAGI said it acquired), MY PAY, or Kelevra Digital Solutions, S.A. de C.V. adding to the long list of lies that have been told to the public by FAGI.

- June 26, 2018, FAGI re-hashed its old unfilled promise from 2016 about uplisting to the OTCQB. Even with the new OTCQB reporting standards, FAGI would be required to either do an SEC registration statement (Form 10 or S-1) or meet the Regulation A reporting standards (tier 2). Since either case would require audited financials and would attract SEC scrutiny I don’t expect FAGI will go through with this promise. FAGI has too much to hide about its insiders like James Poe, about entities like Global Force Trading Limited and AE Investment Group Ltd, and Palm Desert Management Inc, about its unregistered private placements used to put money into the pockets of unregistered brokers and secret insiders instead of in the FAGI bank account, and it wouldn’t want the SEC poking its nose around scrutinizing its press releases and business operations (or lack of) over the past 3 years.


The Dividend Debacle

FAGI had been ticking along for years, changing business plans and announcing new projects that never came to fruition as the Poes - who were not directly linked to the company’s public documentation in any way - quietly pocketed any money that came their way. The company had been pumped a few times, but stayed mostly below the radar. On Sunday, July 15, that changed dramatically, as shareholders began to see generous cash dividends paid into their accounts.

At 9:01 a.m., a message board poster not particularly active on the FAGI board announced, “I got $800.00 dividend this week in my account. What a suprise [sic].” The post was initially met with skepticism, but a few hours later, Hans Brost (see above) reported, “I just got $34,000 $FAGI Dividend in my ATrade account buddy......LMFAOOOOOOOOOOOOOOOOOOOOOO.” Throughout the afternoon, other posters joined in, describing their own good luck. What was going on?

It’s clear that the company never intended to distribute a cash dividend. Thanks to a PR issued on May 24, we know it did intend to distribute a stock dividend, and declared one. In the relevant press release, it announced that "its Board of Directors has voted unanimously to approve the declaration of a special dividend in the form of common stock of FAGI, to the holders of FAGI's common stock as at June 15, 2018 ("Record Date") - or - the record date will be 10 days following a final determination by FINRA".

So the record date was tentatively sent for June 15. The dividend ratio would be 10:1. For every 10 shares of FAGI a shareholder owned, he'd get one additional share. It’s not easy to see the sense of this dividend, or why it would, as management said, be "necessary to protect stockholders interests and would unlock significant stockholder value." That last was a kind of coded message. For quite awhile, Jeff Thomas, with the help of his buddy Brost, had sought to blame all the company’s woes on everyone’s favorite whipping boy, Shorty. There was and is no significant short interest in FAGI; neither are there any issues involving naked shorting. But that never stops the conspiracy enthusiasts, and many were willing to buy into the proposition that if a small stock dividend were declared, short sellers would be obliged to pay the dividend to the owners of the stock they’d borrowed, and FAGI’s stock price would skyrocket thanks to a short squeeze.

For a variety of reasons, that hopeful theory never works out in practice. June 15 came and went without any news about the dividend. On June 26, shareholders were informed that the company had submitted a corporate action request to FINRA, and was "waiting to see the determination posted, along with the payment date of August 1, 2018, on the FINRA Daily List". FAGI also announced that it intended to attempt to qualify for the OTCQB, which it referred to as a "higher exchange". Nothing OTC trades on an exchange. "OTC" means "over-the-counter".

On July 10, Jacob Thomas published the shareholder letter announcing the “reverse-merger-takeover” (a nonsensical term). Almost as an aside, he noted that because of that transaction—which is otherwise left unexplained—“the status of the dividend has been suspended pending completion of these negotiations.”

All the more surprising, then, that FAGI shareholders suddenly began receiving cash dividend payments in their accounts on July 15. On a Sunday, no less. No notice of a dividend payment had appeared on the Daily List on July 12 or 13, so there was no reason at all for any payment to be made. In shareholders’ accounts, the payment was described as a $0.10 a share qualified dividend. Based on the number of FAGI’s issued and outstanding shares, it would have cost $4.8 million. The next day, some shareholders contacted the company and were told it knew nothing of any cash dividend. The transfer agent said the same. Initially, it seemed that only clients of TD Ameritrade were finding payments in their accounts, but by Monday, customers of other brokerages were receiving them as well.

So who’d coughed up nearly five million dollars? Jeff Thomas had a bizarre theory to offer: the brokerages had been shorting FAGI like crazy, and suddenly realized they could never pay any margin calls, and so had decided to pay shareholders a dividend. Or something.

The real explanation was far simpler: it was all a mistake. No one had funded the dividend. On Thursday 19 July, the dividend payments began to disappear from people’s accounts. As before, TDA clients were the first to see this new action reflected in their accounts. Some called their brokers, and were told a confusing story involving DTC and its dividend distribution system. On its face it makes no more sense than Thomas’s silly explanation. Unfortunately, some shareholders had already transferred their cash payments out of their accounts; others had used them to purchase additional stock in FAGI, or in other companies. Hans Brost seems to have been the first to notice he had a margin call.

By Friday, more margin calls had been received, and the mood had changed to anger. There were cries to sue the brokers, whose fault, some shareholders believed, all this surely was. They aren’t entirely wrong about that. No lawsuits are likely to be filed, however, because the contracts brokerages have their clients sign obligate them to take any disputes to FINRA arbitration rather than to a court of law.

The payment of a dividend must, as even FAGI management knows, be processed by FINRA. That did not happen. TDA evidently told Brost that DTC was involved; that it had “ordered” the brokerages to pay. That seems highly unlikely. So what did happen? We still have no idea. It would be good if the regulators made an effort to get to the bottom of it, and at the very least let FAGI shareholders in on the results of their investigations.


The July 10, 2018 Press Release

I’m giving the July 10, 2018 press release its own section because it such an important press release. It flat out admits that several earlier statements made by FAGI were untrue and it announces the suspension of the stock dividend with the excuse being “ongoing negotiations for a reverse-takeover-merger by a New York-based financial institution”



The fact that FAGI doesn’t disclose the name of the New York-based financial institution or the terms of the take over/merger proposal are very suspect. It gives the impression that either there was never any real intent to do a share dividend or that it was looking unlikely that the dividend would get approved so FAGI needed to make up some bogus excuse to delay the dividend until it could come up with a new excuse to cancel it later.

But believe it or not, the reverse-takeover-merger statement, and suspension of the dividend pale in importance to the rest of what was said in the shareholder letter. FAGI clearly states that:

1) FAGI is not affiliated with CBD, hemp or cannabis growth, manufacturing, distribution or any affiliated products or services.
2) FAGI is not associated with Wincon, HRM Farms, and DiMora Pods.
3) FAGI has not closed the acquisitions of MyPay, Kelevra Digital Solutions, SA.de C.V., GBE Grupo Empresarial de Tamaulipas SAPI de CV, and Grupo Richard.

Those statements are extremely important because over the past 3 years, BHGI/FAGI has been misleading investors by making statements very much to the contrary.

Based on that information, BHGI/FAGI has made the following untrue statements in the past:

1) 9/24/15 - “BHGI Signs Major Investment Banking Agreement for Financing of up to $10,000,000”
2) 4/20/16 - “BHGI has completed the first of its planned acquisitions: Operadora de Servicios GRM”
3) 5/4/16 - Operadora de Servicios is the first BHGI acquisition
4) 6/25/16 - BHGI referred to On Comercio as being owned by BHGI
5) 8/12/16 - BHGI said that $1.4m was advanced to Grupo Richard
6) February 2017 - BHGI/FAGI misled investors about the DiMora Pods Inc business operations
7) Spring of 2017 - FAGI misled investors about the Latitud 32 beauty products spinning them as nutraceuticals and medical CBD infused products.
8) 7/6/17 - FAGI presents the Wincon Distribution LLC joint venture as a done deal that will bring $15m in revenues for FAGI over the next year.
9) 8/3/17 - FAGI said they acquired 15 acres of land for hemp growth for $24,000. The land was available for lease not purchase. They also put the $24,000 asset on their balance sheets. The 7/10/18 press release says that FAGI has no affiliation with HRM Farms Inc (the owner of the land) so the acquisition/lease of the land must have been a lie?
10) 11/28/17 - In perhaps the biggest lie to date, FAGI said that they completed the acquisition of Grupo Richard which included 4 business divisions. This lie would be repeated in a 11/30/17 press release as well as in other more recent press releases and on the FAGI website
11) 12/13/17 - FAGI used a bogus Riedel Research evaluation report to overstate the value of Grupo Richard at $280 million
12) 4/11/18 - FAGI stated that it acquired Kelevra Digital Solutions SA de CV
13) 5/3/18 - FAGI said it acquired MY PAY
14) 5/10/18 and 5/31/18 - FAGI refers to Kelevara Digital Solutions and MY PAY as subsidiaries

As of today, the FAGI website still misleads investors by listing MyPay, Kelevra Digital Solutions, SA.de C.V., GBE Grupo Empresarial de Tamaulipas SAPI de CV, and Grupo Richard (Operadora de Servicious GRMS de RI de CV, Grupo Internacional Richard S de RI de CV, Grupo Richard y Lange SAPI de CV SA di CV, and Asesores en Comercio ON de Mexico) all as being owned by FAGI despite the 7/10/17 press release stating the deals have not closed yet.

http://fullalliance.com/




Besides the press release release lies, other major events that could eventually end up leading to FAGI getting suspended or possible future regulatory action includes:

1) The unregistered share offerings done by Jeff Thomas
2) Jeff Thomas soliciting share sales as an unregistered broker
3) The misappropriation of funds from the private placement - none of the money went to BHGI/FAGI despite the subscription agreement saying the funds were for BHGI/FAGI
4) The illegal share distributions. None of the shares issued for the unregistered share offering came from BHGI/FAGI. They instead came from AE Investment Group Ltd, Desert Palm Management Inc, and Global Force Trading Ltd (all entities secretly controlled by James and Paula Poe).
5) James Poe selling shares through the unregistered share offering that he didn’t even own yet then pocketing the money under the guise that it was a private placement to raise money for BHGI business operations.
6) James Poe and Paula Poe secretly controlling Palm Desert Management Inc making them the controlling shareholders of BHGI/FAGI while secretly controlling Global Force Trading Limited which owned the $180,000 Note that was used to create virtually all of the free trading stock.
7) $750,000 paid by Edward & Donna Mikkin for 8,000,000 shares never being disclosed in the BHGI filings and never being added to the BHGI balance sheet. Instead the shares were reported as being issued for services (not cash).
8) Bogus backdated debt Notes being created and put in the name of James Poe using money that Edward & Donna Mikkin paid to BHGI that was never actually even given to BHGI. Did James Poe forge Edward Mikkin’s signature?
9) Jacob Thomas being used as a nominee CEO (possibly without his knowledge). Did Jacob really sign anything or did Jeff sign for him?
10) Free trading share distributions. Randall Brumbaugh possibly being paid in free trading stock despite his affiliate status. It’s possible that others were also issued free trading stock by James Poe as payment for various services and/or through the very limited special share offering conducted by Jeff Thomas