Illegal Activities and Shut Down of $HFBG OPEN LETTER TO HFBG SHAREHOLDERS, LARRY JOHNSON, JESSICA GUTIERREZ AND TO ALL IT MAY CONCERN
This letter is to give Notice of unlawful Control, Governance and Dilution of Hall of Fame Beverages,Inc.
In 2010 I became a major stockholder in Hall of Fame Beverages Inc. Early 2011 I became very unhappy with poor management decisions and toxic financing that brought stock to no bid. Management agreed to many changes, ending toxic dilutive financing and appointment of me as an Officer and Director to turn HFBG around.
After meetings with Giovanni Luciano and Calvin Ross an agreement was negotiated. On March 22, 2011 Hall of Fame Beverages Inc. voted to appoint me to Board as a Director and Chief Business Development Officer. Legal binding agreement for my appointment as a Director, Chief Business Development Officer and Restricted Stock for the appointment was signed in person by Calvin Ross and me sealed legal and binding with certification of a Licensed Notary on 3/22/11.
After more toxic financing behind my back on 4/22/11 the stock went back to no bid again. After this I told management there was no way to turn HFBG around with them involved because of their continued toxic dilutive financing, history of poor management and deception. They had no way of funding HFBG and wanted investment from me. They alleged Larry Johnson was going to take HFBG private unless my funding was provided. With continued no bid, loss of investor confidence in HFBG and economic stress growing I told them there was no way I would provide any investment without 4 things.
1. 50% ownership of HFBG's 5M Outstanding Preferred A Super Voting Shares.
2. HFBG's exclusive distribution rights of all products we promoted on HFBG web site, to distributors, trade shows that induced shareholder investment.
3. Resignation of Calvin Ross and Giovanni Luciano as Officers and Directors.
4. Another investor sought for equal funding HFBG and transfer the remaining 50% of OS preferred stock to such investor.
May 2, 2011 with stock still at no bid Giovanni Luciano resigned as COO and Director. Luciano than sent his 2.5 Million preferred Super Voting shares back to Transfer Agent which were transferred the to CFO and Director Calvin Ross.
5/2/11 Calvin Ross CFO & Director and I Brad Godfrey CBDO & Director were now the only Officers and Directors at Hall of Fame Beverages Inc. HFBG Stock had No Bid with Las Vegas Office Rent, Utilities, Brokers, Contractors, Rental Agencies, phone, cable, etc. all behind and past due.
During negotiations with Calvin Ross I requested corporate records to which he assured me Giovanni Luciano kept books in Arizona. He kept saying Giovanni Luciano was sick and or hospitalized.
Calvin Ross started pressuring me that Jessica Gutierrez was working with Giovanni and knew a Group that would invest but that they wanted to do a huge RS of the Stock. I advised it would kill the company and absolutely opposed any kind of RS. He said this Group did not care and agreed it would not be good.
At the 11th hour 5/17/2011 Calvin Ross agreed to my terms for 50% of the outstanding 5 Million Super Voting Preferred A shares and I provided investment in attempt to save Hall of Fame Beverages Inc. Also agreed to terms that HFBG would have exclusive distribution rights of Grand Ma Ma's Sweet Southern Tea and Products on Hall of Fame Beverages web site. Although another investor had not been found Calvin Ross agreed that another investor would be sought for the remaining 2.5M preferred shares. This Hall of Fame Beverages Inc. Agreement by CFO, Director Calvin Ross and me CBDO and Director was for 2.5 Million Super Voting Preferred A Shares. 2.5 Million Represented 50% of the only 5 Million Outstanding Super Voting Shares, legal and binding effective upon signing 5/17/2011 in person before a Licensed Notary.
Jessica Gutierrez was one of the people who had not been paid and I made payment to her May 20, 2011 and continued paying her every week thru July 2, 2011 without interruption. I had previously been informed of her working for Giovanni Luciano and he described her as his "Girl Friday type who helped him with the books and ran errands." Jessica said she often worked at Giovanni's house and assisted Larry Johnson. Calvin said Jessica Gutierrez was Larry's trusted advisor and must be paid.
A week after the 5/17/11 HFBG agreement was completed Calvin Ross informed me he had another investor for the remaining 2.5 Million preferred shares was to be named. It was JAG Food & Beverage Holdings LLC which he advised Larry Johnson owned and the LLC would be managed by Jessica Gutierrez who Larry Johnson "trusted." Our transfer agent had issued Stock Certificate #107 for 2.5M preferred Super Voting Shares in my name and then Certificate #108 2.5M preferred shares in of JAG Food & Bev Holdings LLC.
Preferred Stock Certificates #107 and #108 were actually given to me by Calvin Ross with instructions to Forward Certificate #108 to Jessica Gutierrez. While meeting with Calvin Ross I took pictures of both actual certificates which were later posted onto website of Hall of Fame Beverages Inc. Our HFBG website listed only 5 Million Preferred Shares outstanding owned as follows JAG Food & Bev Holdings LLC 2.5M and Brad Godfrey 2.5M. From HFBG website shareholders took screenshots of the only 2 Preferred Stock Certificates #107 and #108 of preferred shares outstanding of 5 Million Shares shown here;
On June 2, 2011 Press Release was made that Chief Officers and Directors Calvin Ross and Giovanni Luciano had now both resigned offices and transferred all their preferred shares to JAG Food and Beverage Holdings, LLC and Brad Godfrey. Hall of Fame Beverages has exclusive distribution rights of "Grand Ma Ma's Sweet Southern Tea," "Atomic Dogg Super Soda," "Grand Ma Ma Gourmet Southern Desserts" and other products it has promoted. New Investment Group would work Chief Business Development Officer Brad Godfrey to Distribute Tea and new products.
Immediately upon this 6/2/11 announcement shares were heavily bought and we got our bid back.
One week later Larry Johnson demanded Jessica Gutierrez be appointed as President of HFBG because she was his trusted representative and advisor. Larry was unhappy with prior management and made it clear that her appointment be made or he would not happy. I agreed thinking that Larry's happiness as Co-Owner and our Branding was best. I was informed that Jessica Gutierrez had 14 years’ experience in the business banking and financing and would be Larry's Official Spokesperson.
June 10, 2011 Press Release announced Jessica Gutierrez appointment as President of HFBG and Official Spokesperson of Larry Johnson. I asked Jessica Gutierrez who was over at Giovanni Luciano's frequently that she must get custody of our Corporate Records. She advised that Giovanni kept stalling and was sick in/out of Hospital but would keep working on getting them. I asked her numerous times as she was helping him regularly, driving him around, etc. She started saying Giovanni was concealing corporate records from her and making excuses over and over.
Over the next month there were a number of disagreements I had with Jessica Gutierrez over many things that were not getting done that she was responsible for. I was very unhappy that placement and production of Tea had been delayed as a direct result of things not followed through on by her.
Another that had not been paid when I took over 5/17/11 was our Sales Broker Dennis Donchez. Dennis was upset because there were a number of weeks he had not been paid and promises made and not kept. I repaired that strained relationship by making sure he was paid every week. I started paying Dennis Donchez like Jessica Gutierrez every week without interruption from 5/18/11 thru 7/8/11. Jessica Gutierrez delayed production and placement of product not getting things done which strained relationships with Dennis and accounts we had developed.
In July 2011 Jessica Gutierrez coordinated with IR Ken Kerr dba Stock House Group a campaign of misinformation and defamation of me. My disagreements with Jessica Gutierrez in verbal and written communication increased. On July 11, 2011 Jessica removed my name from our Marketwire PR account and made a Press Release containing information known to be false as part of the effort to smear me. Alerted by this very unprofessional and dishonest public release I became very suspect of Jessica Gutierrez and everything going on. In removing my name from Marketwire account they removed my Credit Card also so she had to pay for PR like she would rent although it was all paid in advance until August 2011. HFBG once had a real Office for Larry Johnson in Las Vegas.
On July 12, 2011 suspect of everything I contacted Justeene Blankenship our Transfer Agent to check on our share structure. First I was informed of more Common Shares Outstanding which I had never approved. But what Transfer Agent advised next was outrageous "30 Million Preferred Shares Outstanding." In shock I asked when and to who were 25 Million additional preferred shares issued! She pulled all records, got back to me and informed "On May 20, 2011 I received a fax of a Corporate Resolution to issue 25 Million preferred shares to Calvin Ross that was back dated to April 14, 2011." I advised that as a Director and Officer since March 22, 2011 I never was noticed or signed any such resolution and therefore advised it was illegal. Justeene Blankenship our Transfer Agent advised "yes it is illegal but I did not know you were a Director than." I advised I have chain of emails sent to and from you between our Securities Lawyer, Calvin Ross, Giovanni Luciano and me where everybody informed and confirmed I'm a Director and Officer as well as all our official OTC filings signed by all the same. She advised she did not realize this on receipt of 5/20/11 faxed corporate resolution signed by Calvin and Giovanni stated it constituted a full board of Directors and I was not named. I had her send all records of the preferred share transfers including certificates, Medallion Guaranteed Stock Power, email chains and Corporate Resolutions.
Calvin Ross and Giovanni Luciano in April thru May of 2011 in economic distress, no bid on our stock could get no more toxic financing selling shares and had exhausted all other options. Therefore May 2, 2011, Giovanni Luciano resigned as COO and Director. Calvin Ross advised me several times that Larry Johnson was going to take the Company private unless they could find funding. Later threatened a Group would invest but wanted huge RS. In several meetings with Calvin Ross I made it clear there was no way I would provide funding without following. 50% of the Preferred A Super Voting Stock, exclusive distribution rights, another investor sought for remaining 50% stake of Preferred A Stock, funding HFBG and his agreed resignation as CFO and Director with transfer of his 2.5M Preferred A Stock.
Obviously Calvin Ross knew when we signed legally binding notarized agreement 5/17/11 that Outstanding Preferred A Stock must be only 5 Million. He knew that I would never have made agreement 5/17/11 for only 2.5 Million Preferred A Shares of 30 Million Outstanding. Everything would have been off if I found on 5/17/11 30 Million Outstanding! Therefore 3 Days after I made agreement for 2.5 Million which was in fact 50% of the Outstanding Preferred A Stock of 5 Million shares on 5/17/11 he had 25 Million more shares issued to him 5/20/11 without my knowledge or vote!
I now have all the records and evidence of the illegal preferred share transfers including certificates, Medallion Guaranteed Stock Power, email chains and Corporate Resolutions. Examination of records show Preferred Stock Certificate #109 25 Million preferred A shares was issued to JAG Food & Beverage Holdings LLC in June 2011 following May 2011 Certificate #108 2.5M preferred shares in of JAG Food & Bev Holdings LLC.
Following July 12, 2011 contact with Justeene Blankenship our Transfer Agent I started getting emails from our IR Ken Kerr's Stock House Group's trading friends telling me "Don't blow this" and "Were supporting HFBG again" while Jessica Gutierrez leaked to them inside information and began a smear campaign about me. IR Ken Kerr dba Stock House Group uses Facebook , twitter account and web site he calls Stock House and Stock House Group where he promotes stock information. Stock House Group (SHG) is a non-entity, just names used by Ken Kerr, not a Corporation, Firm, LLC and has no employees. It's a Facebook page, Twitter Account and Web Site all linked connecting a group of friends and stock traders. They share, seek and promote information on stocks. Ken Kerr is a convicted felon and was terminated by HFBG in 2010 for extensive unprofessional activities but Jessica Gutierrez brought him back!
On July 14, 2011 Jessica Gutierrez issues Press Release naming herself President and CEO. She announces the repair apology to IR Stock House Group he demanded on his Facebook. Stated an updated Company Structure as follows: The Preferred A Shares control the ownership and voting within Hall of Fame. There are 30,000,000 Authorized Shares, and there were 5,000,000 shares Outstanding. At Larry's request, Calvin Ross issued the remaining 25,000,000 Authorized Preferred A Shares to JAG Food and Beverage Holdings, LLC. Ross and Giovanni Luciano signed over their combined 5,000,000 Preferred A Shares upon resignation to JAG Food and Beverage Holdings, LLC (2,500,000) and Brad Godfrey (2,500,000). It's been stated the remaining Preferred A Authorized Shares were not issued which is incorrect. All of the Preferred A Shares are issued and outstanding. JAG Food and Beverage Holdings, LLC: 27,500,000 (92%) and Brad Godfrey: 2,500,000 (8%).
(At Larry Johnson's request my preferred stock was diluted from 50% to 8%! )
Over the following months HFBG led by Jessica Gutierrez and Calvin Ross leaked misinformation and lies about me to shareholders and taking credit for all the accomplishments of Dennis Donchez and myself. Over time Jessica Gutierrez and Calvin Ross began working more and more with traders led by IR Ken Kerr aka Stock House Group. They began defamation of me and said I should be fired and even advocated with shareholders for foreclosing on my Restricted Stock.
Jessica Gutierrez was falsely representing herself as the money person behind HFBG and leaking this information. I got statements from shareholders confirming this. Shareholders were told I had no money when in reality I was paying Jessica Gutierrez, Dennis Donchez, Rent on Las Vegas Office, Airlines, Lodging, Rental Cars, Press Releases, etc. Jessica did not pay for anything!
I contacted Justeene Blankenship our Transfer Agent regarding a July 26, 2011 Press Release that Authorized Shares was fast tracked to be reduced 1 Billion. She advised that this reduction foreclosed on my ability to collect my 500 Million shares of Restricted Stock! I advised it was illegal and that I was going to retain an attorney regarding this and to not make any more share structure changes without my Authorization as a Director.
On July 29, 2011 Jessica Gutierrez published a termination letter of me on HFBG official web site, HFBG Investor Relations, HFBG Facebook and Twitter. Letter suggested misinformation spread that would no longer be accepted and she realized there would be many questions and provided her email address to them. There were numerous emails and texts of information, lies and misinformation that were leaked to smear and defame me.
On August 2, 2011 Jessica Gutierrez and Calvin Ross leaked another termination letter through a shareholder affiliated with IR Ken Kerr dba Stock House Group. Termination letter that was very long, full of personal smears, lies and misinformation that they made Public for discussion. Evidently they decided that after defrauding me, dilution of my 50% Preferred Stock Stake to 8% and Foreclosing on my 500M shares of Restricted Stock that they needed to create even more incredible personal smears, lies, misinformation and defamation of me for their defense in this outrageous fraud. After defrauding and defamation of me they even had the audacity to allege I abandoned my office. In reality on July 12, 2011 email to Jessica Gutierrez I confronted false information she published in a Press Release on July 11, 2011, her removing me from Marketwire Account that used my Credit Card. Than on July 12, 2011 contacting TA found out they defrauded me on my Preferred Stock by dilution of my 50% Preferred Stock Stake to 8% based on illegal and defective corporate resolution.
August 12, 2011 Jessica Gutierrez posted on our Corporate Web Site, Facebook and Investors Relations linked Portal that "I was not a Director". She stated that "Giovanni Luciano signed over all of his ownership and voting rights at Hall of Fame Beverages to Calvin Ross who, in turn, issued those 2.5-million Series A Preferred Shares to JAG Food and Beverage Holdings, LLC, to take the position of CEO and President. At that point, Mr. Luciano was no longer involved whatsoever with the company." This is false and our Certified filings publised on OTC inform shareholdes Giovanni Luciano resigned May 2, 2011 and not on June 10, 2011 when Jessica Gutierrez was named President and not CEO or a Director. 2.5-million Series A Preferred Shares to JAG Food and Beverage Holdings, LLC on Stock Cert #108 following days after my 2.5-million Series A Preferred Shares were issued as aforementioned and all Transfer Agent official records I possess confirm. And later in June Preferred Stock Certificate #109 25 Million preferred A shares was issued to JAG Food & Bev Holdings LLC.
Jessica Gutierrez ads "I wanted 500 million common shares, 2.5-million preferred shares, 50% ownership in the company and a seat on the Board of Directors all up front without meeting any of his obligations, but we felt this was unrealistic." (Never mind this was all Restricted Stock, HFBG was at no bid, Broke, Notarized HFBG Corporate agreements, Corporate Law, Corporate Governance Law, concealed corporate records, Official OTC Certified Current Information Filings and Attorney Filings confirming me as and Officer and Director on 3/22/11 because they felt this was unrealistic!)
Jessica Gutierrez continues "It has come to our attention that because he was not awarded each of the aforementioned, he plans to drag Hall of Fame Beverages and myself through the mud. I want you all to know that we’re focused on business and not the drama Mr. Godfrey would like to stir up. We’re full speed ahead, and Mr. Godfrey is free to vent his frustrations, but the fact of the matter is he was not a team player and continues to show that as his intentions are to try to hurt our shareholder’s by slinging mud". ( Yes Jessica , after 4 weeks of leaking Misinformation, Lies, Smears, Press Releases and Defamation letters about me you update our HFBG Facebook, HFBG Official Website with links to News on IR Portal with more smears of me 8/12/2011! Did anyone notice where all the mud was actually coming from and wonder why it continued?)
Following this 8/12/2011 "CEO letter to Shareholders" from Jessica Gutierrez a shareholder responded citing serious conflicts with multiple legal certified HFBG filings on OTC. Links to the Filings were made here http://investorshub.advfn.com/boards/read_msg.aspx?message_id=66150164
HFBG IR Ken Kerr aka Stock House Group responded "the one thing that makes all of that null and void." IR boldly misleads shareholders defending unlawful control of Jessica Gutierrez with a fabricated story questioning legitimacy of HFBG legal and official corporate filings with the OTC and disputing my Control as published in OTC filings and that I'am really a Director. He than spins on incredibly enough stating that SEC will be pursuing me alleging a recording of me that does not exist! IR Ken Kerr aka Stock House Group efforts to stop me will not work. I expect a huge effort to spread more smears and nonsense like recordings or whatever they can. Thats how they work. None of this nonsense will change Legal Agreements, Corporate law and certifed OTC Filings. Nobody twisted Attorney than all Officers and Directors to make the deal and sign certified filings in 4 published filings. What a bunch of Crap.
Our OTC published official filings Certified by all Officers, Directors, Attorney and OTC designation have always been active on OTC web site confirming my Certified appointment as an Executive Officer and Director on 3/22/2011. Anybody doing due diligence can read HFBG original certified legal binding OTC official filings under Financials on OTC site. These Filings are signed by all HFBG Officers and Directors certify that they are true and correct. Here is a link to all our Official Filings; [url][/url][tag]http://www.otcmarkets.com/stock/HFBG/financials[/tag]
These HFBG filings are published and designated by OTC and qualified Current Information.
Going to 2010 Annual Report published April 19, 2011
ANNUAL 2010 REPORT
See page 9 item 7, Change of control
March 22, 2011 Brad Godfrey appointment as CBDO and Director
page 17 Part D Officers and Directors
Brad Godfrey CBDO and Director
Page 20 Brad Godfrey Bio and Goals as CBDO and Director
Page 25 Certifications.
Each Officer reviewed disclosure finding all statements true, not misleading and signed.
Going to Attorney's May 2, 2011 Published OTC Filing;
Attorney Letter on Current Information of Annual Report
Attorney examined everything in Annual Report including Corporate Records, Certificates of Officers, etc. Has met with all Management and Directors and discussed posted Report. Personally confirmed Outstanding Shares with TA including my 500 M Restricted shares issued for my Appt plus 230 M bought on open market prior to Appt. Attorney certifies all Information in Report is True and Correct. Than all Officers and Directors certify that all information is true and accurate and Sign Letter with Attorney.
GO TO 1ST QUARTER 2011 REPORT PUBLISHED MAY 24, 2011
Page 5 Current Executive Officers and Directors
BRAD GODFREY and Calvin Ross are ONLY Officers and DIRECTORS
Page 13, On May 2, 2011 Giovanni Luciano resigned as COO and Director
(5/17/11 HFBG Agreement of Calvin Ross's Transfer of his 2.5M Preferred to me followed Giovanni's resignation 5/2/11)
FINALLY GO TO Attorney’s June 16, 2011 Published OTC Filing;
Attorney Letter on Current Information of 1st Qtr. Report
Attorney, Officers and Directors again all certify my holdings as 500M Restricted Shares for my 3/22/11 Appt as Officer and Director plus 230M Outstanding I bought on the Open Market. Also all certified Giovanni Luciano already resigned as COO and Director and transferred his Preferred Shares to Calvin Ross.
All 4 of these OTC Qualified Current Information Published Filings are Certified by all Officers, Directors and Attorney that I was legally appointed CBDO and Director on March 22, 2011.
Recently I have been by contacted by former HFBG Sales Broker Dennis Donchez who has provided a statement that is very concerning to me as it should be to shareholders.
I had no contact with Dennis Donchez after smear campaign and termination letter leaked by Jessica Gutierrez. Here are some of the alarming facts Dennis Donchez provided in his Statement.
1. Jessica Gutierrez only paid Dennis Donchez a bare minimum for 4 weeks after I was smeared and terminated.
2. Aggressive effort to grow our Distribution and Placement of product stopped after I stopped paying Dennis.
3. All weekly nationwide travel I paid Dennis Donchez to continue building HFBG Distribution and Placement was stopped by Jessica Gutierrez.
4. Besides weekly nationwide travel needed to continue growth of our Distribution and Placement Jessica Gutierrez stopped paying other key partners for business we developed that were required.
5. The last time Dennis Donchez was paid a minimum was in August and although Dennis maintained contact with our clients there were promises and commitments Jessica Gutierrez made to clients that were not kept and growing.
6. Jessica Gutierrez promised to pay Dennis Donchez for months owed, kept making excuses and then Dennis started reading and hearing smears about himself and that Jessica Gutierrez fired Dennis Donchez.
7. Dennis was never fired.
8. Dennis made several attempts to contact Larry Johnson to respond to problems to no avail.
9. Dennis wrote a Letter of Resignation he sent to Larry Johnson and Jessica Gutierrez in October 2011.
10. Dennis to this day has not been paid for all his work and agreements made.
11. Dennis was advised by Jessica Gutierrez that I was only paying for some of his work and many of the smears she leaked to IR Ken Kerr aka Stock House Group and shareholders. He later learned all this was false and realized he was deceived by Jessica Gutierrez and that everything he had been paid from me in fact came from me only.
12. Dennis advised all Purchase Orders for product Dennis had all been paid.
Dennis Donchez advised that after all the money I paid him weekly to develop Distribution and Placement of Tea was all in Jeopardy. He made it clear that all accomplishments we made by aggressive weekly travel and promotion stopped when I left. Relationships and Business developed with US Foodservice, Red Robin and C&S Wholesale Grocers were all at stake.
Now considering Jessica Gutierrez, IR Ken Kerr aka Stock House Group (a non-entity) and many of its trading friends have convinced shareholders otherwise on so much misinformation and even illegal control of the company through misinformation and defamation let’s look at the facts;
There has been "No Retail Placement besides what Dennis and I accomplished and Jessica Gutierrez took credit."
Under my Tenure Dilution stopped and Jessica Gutierrez accelerated Dilution again like former Management!
Under Jessica Gutierrez after I left she claimed all our accomplishments worked on for months.
August 9, 2011 announces, Wham Closeout Foods will pick up 100+ pallets of Tea and deliver them to customers they service in the secondary markets. This was expensive premium Hot Pack Pasteurized Tea from our 1st Run that was lab tested 5/26/11 and posted on our website for a reason. To prove to shareholders Our Premium Iced Tea is Hot Pack Pasteurized and has a life of 2 years. Because of misinformation spread that the Tea was bad. The only problem with this remaining Tea was the labels were incorrect and not adhered correctly and falling off. This Tea was planned to be labeled correctly and shipped for placement! As a result of this apparent decision to raise money rather than pay for labels on the 100+ pallets of Tea with bad labels it was sold to a closeout wholesaler at a fraction of production costs! Lab report of this Tea was even posted to Public in June when completed to assure shareholders that Tea was good.
Jessica Gutierrez has Never reduced Outstanding Shares to contrary only Increased OS by Dilution!
In an apparent Share Structure gimmick, Reduced Authorized Shares 1 Billion in July and promised August 12, 2011 in "CEO Letter to Shareholders" the following;
My commitment to you, the shareholder, has been to clean up the structure, over time, while not adding to it through dilution.
There are currently 171,328,317 unissued shares. I have no plans to issue those shares. If they are issued, it would be to hire additional employees, or to hire personnel needed to grow Hall of Fame Beverages, and there would be restrictions, or I will simply cancel the remaining unissued shares. Promises to update our share structure each morning at approximately 9:30 am EST on our website.
All this promoted by Jessica and IR Stock House Group as a great change yet Jessica Gutierrez never reduced Outstanding Shares only Authorized Shares which proved to be a gimmick, in fact what followed was increased Outstanding Shares and Dilution.
Incredibly than on August, 24, 2011 Jessica Gutierrez issues 66.6 Million Shares at .0003 to JSJ Investments! Later she dilutes all of the remaining Authorized Shares!
Than following long period of darkness with no placement announcements made as promised Jessica Gutierrez announces a problem with DTCC on September 7, 2011. She said "Red flags were raised at the DTCC when past management continuously increased the authorized shares count and issued those certificates." Further stated "As you all know, my focus has been to reduce the structure, and I immediately recognized the problem with our share structure and the incessant dilution in the past, and took the first of many steps to end that culture here at Hall of Fame Beverages." She concludes she is gaining representation at the DTCC through a Broker and " I will keep you all updated on our progress, and because this is a red flag issue that can be rectified simply by having Depository “sponsorship,” it should be resolved very quickly."
During long period of darkness without placement announcement promised to shareholders we watched our stock fall from .0006-.0009 trading range eventually all the way to no bid. On September 26, 2011 Jessica Gutierrez claims DTCC has a Chill on HFBG stock and cannot release any pending placement news until the issue is resolved so as to give all shareholders the opportunity to trade on the same news! Jessica Gutierrez said once the DTCC issue is behind us and with the announcement of placement news, we will begin to trade again where we traded before this DTCC issue arose.
In reality the majority of Brokers traded HFBG without any problem! Only Penson cleared brokers that had traded HFBG to 5th digit trading would no longer trade HFBG and later TD Ameritrade would not. HFBG trades with all other Brokers without problem. Misinformation leaked and spread for weeks that this was a major problem to many shareholders yet many reported trading without any problems with majority of Brokers. Many HFBG shareholders with Penson and TDA simply transferred their accounts to many different Brokerages that traded HFBG.
We continued to hear about a trading problem that was limited to Penson and TDA only and shareholders were deprived of placement news promised. Strangely while alleged major problem was claimed, so did placement news blackout and the HFBG Bid exceeded 1+ Billion shares for weeks as the stock continued to fall without placement news!
October 13, 2011 Jessica Gutierrez finally announced in regards to 2nd run of Tea Placement "2 new men have over 30 years’ experience in the food and beverage industry and are a great addition to the team we’re building. Their names will be announced, in addition to the locations where they’ve re-placed the tea formally."
Incredibly without any DTCC changes on November 15, 2011 7:30 am EST Jessica Gutierrez announces "I have decided that I will begin to release news once again." Than ads "Now, having said this, we will be announcing the placement of all of our tea from the second run after we have posted our Quarterly filings." Announces 3rd run in final planning and 2 new salesmen as "Richard Bailey and Mark Booth bring over 90 combined years of experience in retail sales and marketing to our company."
Immediately following this 11/15/11 announcement begins Diluting HFBG shares in that lasted for days appearing to be close to 1.35 BILLION Shares!
December 5, 2011 still not announcing the long awaited placement news announces she raises Authorized Shares !
Now this was after announcing August 12, 2011 "Outstanding Share count of 6,498,671,683" Stated "my commitment to you, the shareholder, has been to clean up the structure, over time, while not adding to it through dilution." Than added that there were another 171,328,317 unissued shares and I have no plans to issue those shares. If they are issued, it would be to hire additional employees, or to hire personnel needed to grow Hall of Fame Beverages, and there would be restrictions, or I will simply cancel the remaining unissued shares. Than states there will be an update of the share structure each morning at approximately 9:30 am EST on our website IR Portal.
Therefore Jessica Diluted the 171 Million unissued shares, than raised Authorized Shares to 7,850,000,000 and appears to have Diluted most if not all of those shares also all without updating shareholders as promised!
December 8, 2011 still not announcing the long awaited placement news announces another Wholesaler "Duke City Wholesale, LLC in New Mexico" and adds that "Grand Ma Ma's Sweet Southern Tea is currently en route, and once it reaches its destinations, David Ray will inventory the individual store locations and we'll place them on the website. Also, we will roll out additional states and locations in the coming days."
In following days there were numerous leaks of a planned Reverse Spilt discussing it as a need for HFBG.
December 12, 2011 Jessica Gutierrez announces Interview by IR Ken Kerr dba Stock House Group but still no placement news!
December 19, 2011 Jessica Gutierrez Interviewed by IR Ken Kerr dba Stock House Group (a non-entity operating a website, Facebook and twitter following of Traders) who uploads audio of taped interview on Stock House Group web site. SHG site promotes itself offering IR, Emails, Press Releases, Stock Promotions, etc.
In this SHG interview Jessica announces plans to switch to a public accounting firm after 4th quarter that will perform audited financials and then uplist! [[color=red]b]For DTCC to be resolved, take us seriously the Company must be cleaned up because were viewed as a risk from previous activities and a Reverse Split may be a requirement! [/color]We’re going to have to do audited financials, uplist and clean up the share structure! Claims very good relationships with US Foodservice, Haddon House and C&S Distributers! Claims our BIB's of Tea are doing very well with Red Robin Restaurants and plans to continue and try expanding into other locations!
In Interview Jessica Gutierrez stated "Larry Johnson still very active in the company". Still no Placement of Tea announced.
Jessica Gutierrez chose to focus on some trading problems limited to 5th digit Penson Cleared Brokers and TD Ameritrade rather than Placement of the Tea and disclosing this to shareholders who have bought and held our stock in good faith based on promises of placement and change.
In recent alarming decisions to raise Authorized Shares to 7,850,000,000 appears to have Diluted about 1.35 BILLION Shares and now plans are promoted and leaked daily for doing a Reverse Split as best for HFBG!
For the record the main reasons that jeopardize a company’s DTTC eligibility;
These were previous HFBG activities DTCC viewed as a Risk and now under Jessica Gutierrez is doing and planning more!
Mr. Larry Johnson,
By in large, the micro caps have a bad reputation, especially the Pink Sheets. This reputation is well founded because many of the companies that trade as micro caps are nothing more than ATM machines for the people running the company and the third parties putting deals together. They are essentially shells with questionable (at best) businesses in them that generate no revenues, have no product or service and is really nothing more than a front or façade for their true purposes.
There are good companies on the micro caps but because there are so many bad companies, the good are being thrown in with the bad. What it boils down to is that if you have a barrel of mostly rotten apples, rather than dig through and try and find the few good ones, you just throw out the whole bunch. This is what the DTCC and Online trading firms are doing.
The DTTC views companies selling stock via 504 and other types of creative means of financing as illegal.
Clearly HFBG OTC filings show all these forms of toxic Financing and Dilution stopped under my Tenure but under Jessica Gutierrez it has not only returned but has been excessive and irresponsible to say the least regarding her management. The Annual Report due in March 2012 is expected to show around 1.35 Billion shares Diluted under tenure of Jessica Gutierrez!
Mr. Larry Johnson you are the Co-Owner of this Company and you chose Jessica Gutierrez as you trusted advisor, spokesperson and demanded her appointment as President. In fact in written communication questioning her management you replied to me stating;
"You can send an email through Jessica and she will get it to me. Speaking to her is like speaking to me. There is no difference and that is how I prefer it to be. She has the power to speak on my behalf, and the ability to represent me. She was chosen to be the President of Hall of Fame and she forwards everything to me for my final approval."
My Lawyer sent you a letter regarding Control of the Company based on violations of law and numerous instances of misconduct and mismanagement of the company by the company which are too numerous to list here but which put my investment at risk and that of the company's other shareholders at risk. As a director of the company, the law states that I must be informed of directors' meetings; the refusal to inform me of such meetings is clearly unlawful. You were informed of a leaked termination letter contained numerous statements which were at best
Inaccurate and at worst plainly false and blamed Mr. Godfrey for all sorts of wrongdoing and
Mismanagement of the company. The letter contained numerous defamatory
Statements regarding Mr. Godfrey and Jessica Gutierrez leaking letter to public constitutes
Libel. Also that I have been threatened with physical violence, both by Mr. Luciano and by
Mr. Ross, conduct which is not only unconscionable but criminal in nature.
My Lawyer has previously requested that I be provided with all minutes of all the
Meetings of the board of directors from March 2011 to the present, any corporate resolutions and
Any other documents reflecting decisions made by the board of directors as well as any notices
Given to directors notifying them of meetings.
We got a response from Jessica Gutierrez stating she has no desire or interest to negotiate any resolution and encouraged me to pursue litigation. She states I do not warrant any kind of documentation from her or HFBG, nor entitled to any such thing.
Mr. Larry Johnson, as Co-Owner of Hall of Fame Beverages Inc., partnership with Jessica Gutierrez as President and Manager of JAG Food & Bev Holdings LLC owning 82% of HFBG preferred shares. I need to speak with you immediately regarding the Control, Assets, Management and Dilution of Hall of Fame Beverages Inc. by Jessica Gutierrez.
Larry I have done nothing to hurt Hall of Fame Beverages, been quiet and avoided actions because attendant publicity would not help company. I can no longer tolerate what is being done at Hall of Fame Beverages Inc. Continued personal smears and defamation of me will not help.
I want to make it absolutely clear to all Shareholders that I have never taken any money from HFBG. I have never been involved in any Dilutive financings. I have never been in receipt of any type of reimbursement or Purchase Orders that were paid to HFBG.
Larry you have been involved with this company selling shares and changing its name for years. It’s now time for you as Co-Owner to come forward and take responsibility for what is going on. You are accountable.
I hope you understand how serious this is.
Do not have Calvin Ross call me.
There are many watching everything going on.
Call me yourself so we can do what is right for all shareholders.