Top Shelf Brands Holdings Corp. (DKTS)

[loanranger]

DKTS shareholders are STILL screwed.

On May 14, 2015 DKTS issued a press release that said this:
"Top Shelf Brands Holdings, Inc., a Nevada Corporation (OTCPK: DKTS), is pleased to announce the company has accepted an offer from International Spirit and Beverage Group, Inc. (OTCPK: ISBG), to purchase a 75% stake in the Dziaq and Besado Tequila brands in exchange for shares of ISBG common stock and assumption of certain DKTS debt notes.
Top Shelf Brands Holdings, Inc., has agreed to distribute the shares of ISBG to the DKTS common shareholders of record as of 5:00 p.m., Eastern Daylight time on May 26, 2015, the record date for the distribution."
https://www.accesswire.com/428901/DKTS-Agrees-to-Sell-75-Stake-in-Besado-and-Dziaq-Brands

Obviously that didn't happen. THE DEAL NEVER CLOSED.

Now, more than 3 years later, ISBG wants to FINALLY try to establish their rights to the Besado brand...after selling Besado under false pretenses for a substantial portion of that period. ISBG and DKTS, both under the control of Alonzo Pierce, need to do that in order to attempt to avoid legal action and to attempt to legitimize the ongoing operations of ISBG.

So ISBG is using this S1 to register the shares that it will issue to Top Shelf who will then distribute them to Top Shelf. The S-1 says "At the time elected by Top Shelf, it will distribute the common stock received by it on a pro rata basis to Top Shelf’s shareholders of record." So there are two distributions of the same shares....first to Top Shelf and then by Top Shelf to its shareholders of record.


There's about as much wrong with this ISBG filing as there is right with it. It SEEMS as if you were one of the DKTS common shareholders of record as of 5:00 p.m., Eastern Daylight time on May 26, 2015 that you are entitled to some ISBG shares. In fact nothing could be clearer than this, from the S-1:
"On the distribution date, if you are a Top Shelf stockholder you will receive your pro rata share of our International Spirits common stock for every share of Top Shelf common stock you hold on the record date."
and:
"At a time selected by management, Top Shelf will distribute all the outstanding shares of International Spirits common stock issued to it on a pro rata basis to Top Shelf’s stockholders."

Except when one examines the seemingly simple terms of that statement they become less simple.
One of the exhibits (EX 2.3) to the filing is an AGREEMENT AND PLAN OF DISTRIBUTION between Top Shelf Brands Holdings Corp., a Nevada corporation (“Top Shelf”) and International Spirit and Beverage Group, Inc. a Nevada corporation (“International Spirit”) that SAYS it was "dated as of May 11, 2015". I don't think that it has been made public previously. I personally doubt that it existed on May 11, 2015.
Anyway, it defines some of the terms in the S-1 statement quoted above:
1. Distribution Date: The date or dates selected by Top Shelf to distribute the Distribution Shares, which shall occur not later than the first business day after the Effective Date, as the date on which the Distribution shall be effected.
2. Effective Date: The date on which the Registration Statement is declared effective by the Commission pursuant to the Securities Act.
3. Distribution Record Date: shall mean such date as may hereafter be determined by Top Shelf’s Board of Directors as the record date for determining the stockholders of Top Shelf entitled to receive the Distribution Shares.


Obviously ISBG thinks that all they have to do is issue the shares to Top Shelf the company and they can wash their hands of this ownership issue but it's not that easy.
Will the SEC declare the S-1 effective?
Top Shelf is no longer licensed to do business by Nevada and is in a Revoked status. Can it accept and distribute the ISBG shares?
In reference to "At a time selected by management, Top Shelf will distribute all the outstanding shares...", can Top Shelf even have a management in its Revoked condition?

Did you own Top Shelf shares on May 26, 2015 (assuming that is the actual record date)?
If so, then MAYBE you will someday be compensated for the purported sale of the Besado and Dziaq rights by Alonzo Pierce for DKTS to Alonzo Pierce for ISBG. The problem (one of the problems) is that Top Shelf hasn't communicated to its shareholders in a few years at this point. It filed the Form necessary to discontinue its SEC reporting obligation in March of 2014 and filed its last Disclosure with OTCMarkets in September of 2015.
Fortunately the companies included Contact info in the AGREEMENT AND PLAN OF DISTRIBUTION as follows:
To Top Shelf:
Top Shelf Brands Holdings Corp.
Bank of America Center
700 Louisiana, Suite 3950
Houston, Texas 77002

With an additional copy by like means to:
Joel Pensley, Esq.
Attorney and Counselor
201 East 66th Street, Suite 3M
New York, New York 10065
Telephone: [phone]
Email: [e-mail]


You're likely to get your mail to Top Shelf back with words to the effect of "Return to sender" and "No forwarding address" on it.
A letter to Attorney Pensley will probably result in a different response. As noted the date in the first line of the AGREEMENT AND PLAN OF DISTRIBUTION is May 11, 2015. However, based on an SEC judgment against him on August 4, 2016 Pensley "was permanently enjoined from participating in any offering of penny stock, and from providing professional legal services in connection with the offer or sale of securities pursuant to any exemption from the registration provisions of the Securities Act." So even if he does get your mail he can't legally respond to it in any useful way.

There's plenty of other wacky stuff in that S-1 filing which is likely to result in the SEC asking many questions before they declare it Effective, if they ever do. I'll be curious to see if they ask about the two different versions of the Assignment Agreement that were filed with the S-1 and the US Patent Office.


Remember the name Alonzo Pierce in case it turns up in connection with any of your future investment considerations.


https://www.sec.gov/Archives/edgar/data/1647894/000118518518001270/0001185185-18-001270-index.htm
https://www.sec.gov/litigation/admin/2016/34-79202.pdf