**This is complicated...but this is whats going on here. Focus Venture Partners is a holding company for various businesses...but the currently NOT a publicly traded company. They have applied to FINRA with the prospectus in the S-1 but that route is too complex, time consuming and not guarenteed...So The want to do a merger in a shell company that is publicly traded..
There can be no assurance that a market maker will agree to file the necessary documents with the FINRA, which operates the OTC Bulletin Board, nor can there be any assurance that such an application for quotation will be approved. There is no assurance that an active trading market for our shares will develop, or, if developed, that it will be sustained. In the absence of a trading market or an active trading market, investors may be unable to liquidate their investment or make any profit from the investment.. (pg 1 of S-1 Focus Venture Partners LLC)
Market for Securities (bottom of pg 18)
There is presently no public market for our common stock and there has never been a market for our common stock. We anticipate applying for quotation of our common stock on the OTC Bulletin Board upon the effectiveness of the registration statement of which this prospectus forms a part. However, we cannot assure you that our shares will be quoted on the OTC Bulletin Board or, if quoted, that a public market will materialize.
A market maker sponsoring a company's securities is required to obtain a quotation of the securities on any of the public trading markets, including the OTC Bulletin Board. If we are unable to obtain a market maker for our securities, we will be unable to develop a trading market for our common stock. We may be unable to locate a market maker that will agree to sponsor our securities. Even if we do locate a market maker, there is no assurance that our securities will be able to meet the requirements for a quotation or that the securities will be accepted for quotation on the OTC Bulletin Board.
We intend to apply for quotation of the securities on the OTC Bulletin Board, but there can be no assurance that we will be able to obtain this listing. The OTC Bulletin Board securities are not quoted and traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Bulletin Board stocks are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.
Summary (pg 4 bottom)
We are a holding company operating in the telecommunications industry which manages and develops our wholly-owned subsidiaries focused on the development of telecommunications networks, acting as a service and support provider and providing temporary and part-time staffing solutions. Through our wholly-owned subsidiary, Optos Capital Partners, LLC , a Delaware limited liability company (“Optos”) , we operate the following wholly-owned entities:
· Focus Fiber Solutions, LLC, a Delaware limited liability company (“Focus Fiber”), specializes in the design, engineering, installation, and maintenance of a telecommunications infrastructure network.
· Jus-Com, Inc., an Indiana corporation (“Jus-Com”), is a telecommunication service provider providing various services including engineering consulting, design, installation and emergency response in various categories including cable rack/wiring build-outs, infrastructure build-outs, DC power installation, fiber cable splicing and security camera installation. Jus-Com also operates as a temporary and permanent staffing agency specializing in the telecommunications market.
· MDT Labor, LLC d/b/a MDT Technical, a Delaware limited liability company (“MDT”), operates as a workforce management company providing temporary and permanent staffing services under the MDT Technical brand and as a telecommunication service provider providing various services including engineering consulting, design, installation and emergency response in various categories including cable rack/wiring build-outs, infrastructure build-outs, DC power installation, fiber cable splicing and security camera installation under its Beacon Solutions brand. On December 3, 2012, the Company acquired 100% membership interest in MDT through its wholly owned subsidiary, Optos from Michael D. Traina, the former owner of MDT. In consideration of the 100% membership interest in MDT, we paid Mr. Traina $3,000,000, delivered a promissory note in the principal amount of $4,000,000 (the “MDT Note”) and delivered Mr. Traina 12,490,000 shares of common stock. The MDT Note bears interest of 6% per annum. Interest is due and payable quarterly in arrears with the first interest payment due and payable on April 5, 2013, for the prior period ended March 31, 2013. No portion of the principal is due before the maturity date of May 30, 2015 unless the Company receives not less than $10,000,000 in gross cash proceeds from the issuance of its stock. In such case, the Company may pay $1,500,000 in principal. The Company may further pay monthly scheduled principal payments of $100,000 the following month if the Company receives not less than $10,000,000 in gross cash proceeds from the issuance of its stock and meets the terms of certain financial covenants including senior debt to EBITDA ratio and fixed charge coverage ratio. All accrued principal and interest is otherwise payable at the maturity date of May 30, 2015. The MDT Note is secured by all fixtures and personal property of every kind and nature. The MDT Note security interest is subordinated to the security interests held by Atalaya.
Acquisition Strategy
With respect to its acquisition strategy, Focus intends to pursue a clearly defined telecommunications niche but may, in its discretion, pursue acquisitions outside of this niche although this will not be our focus. We selectively pursue acquisitions when we believe doing so is operationally and financially beneficial to our existing operations, although we do not rely solely on acquisitions for growth. In particular, we pursue those acquisitions that we believe will provide us with incremental revenue and geographic diversification while complementing our existing operations. We generally target companies for acquisition that have defensible leadership positions in their market niches, EBITDA positive which meets or exceeds industry averages, proven operating histories, sound management, and certain clearly identifiable cost synergies.
***Here is where it get interesting:
Our History
We are a Nevada corporation formed on March 26, 2012. On May 9, 2012, we entered into a Contribution Agreement with Optos, whereby we acquired 100% of the outstanding membership interests of Optos in consideration of 23,980,000 shares of common stock and 100,000 shares of Series A Preferred Stock. As we were only formed in March 2012 and we acquired Optos in May 2012, we have included the financial statement for Optos for the years ended December 31, 2011 and 2010 and the nine months ended September 30, 2012 and 2011.Optos was incorporated in the State of Delaware on April 15, 2008. Optos is the sole member of Focus Fiber. In addition, Optos held a majority interest in CMK until January 1, 2012, when it acquired the remaining interest in CMK. CMK was the sole member of Townsend. We dissolved CMK and Townsend on December 31, 2012 and transferred all assets to Jus-Com. Jus-Com was acquired by the common management and ownership on September 6, 2011. Subsequently, on January 1, 2012, Jus-Com was acquired by Optos.On December 3, 2012, through Optos, we acquired a 100% interest in MDT, which is a wholly-owned subsidiary of Optos. Our organization structure is summarized below:
- 4 -
SO, if you add this all up from above OPTOS has methodically and quietly acquired all the businesses in Focus Venture Capital portfolio over the last year.....Now look at the 8k that was filed march 25.. by BEACON (BEAC) the shell.
Form 8-K for BEACON ENTERPRISE SOLUTIONS GROUP INC
25-Mar-2013
Other Events
Item 8.01 Other Events. On March 22, 2013, Beacon entered into a Letter of Intent to enter into a merger transaction involving Optos Capital Partners, LLC, a Delaware limited liability company, which is wholly owned by Focus Venture Partners, Inc., a Nevada corporation. A copy of the Letter of Intent is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Letter of Intent is non-binding and the closing of the merger transaction described therein is subject to execution of a definitive merger agreement and the satisfaction of various conditions precedent. As a result, there can be no assurance that the merger transaction will be consummated.
So, BEACON (BEAC) will be where all the assets and business will be of Focus Venture Parnters....
FOCUS VENTURE PARTNERS, INC
Overview News Headlines Financials & Filings Experts Company Financials
Revenue $31,557,374 Net Income $563,309 Total Assets $13,550,995
We are a holding company operating in the telecommunications industry which manages and develops our wholly-owned subsidiaries focused on the development of telecommunications networks, acting as a service and support provider and providing temporary and part-time staffing solutions. Through our wholly-owned subsidiary, Optos Capital Partners, LLC , a Delaware limited liability company (“Optos”) , we operate the following wholly-owned entities:
· Focus Fiber Solutions, LLC, a Delaware limited liability company (“Focus Fiber”), specializes in the design, engineering, installation, and maintenance of a telecommunications infrastructure network.
· Jus-Com, Inc., an Indiana corporation (“Jus-Com”), is a telecommunication service provider providing various services including engineering consulting, design, installation and emergency response in various categories including cable rack/wiring build-outs, infrastructure build-outs, DC power installation, fiber cable splicing and security camera installation.
· CMK Resources Group LLC, a Delaware limited liability company (“CMK”), and its wholly-owned subsidiary, Townsend Careers LLC, a Maryland limited liability company (“Townsend”), operates as a temporary and permanent staffing agency specializing in the telecommunications market.
Acquisition Strategy
With respect to its acquisition strategy, Focus intends to pursue a clearly defined telecommunications niche but may, in its discretion, pursue acquisitions outside of this niche although this will not be our focus. We selectively pursue acquisitions when we believe doing so is operationally and financially beneficial to our existing operations, although we do not rely solely on acquisitions for growth. In particular, we pursue those acquisitions that we believe will provide us with incremental revenue and geographic diversification while complementing our existing operations. We generally target companies for acquisition that have defensible leadership positions in their market niches, EBITDA positive which meets or exceeds industry averages, proven operating histories, sound management, and certain clearly identifiable cost synergies.
Our History
We are a Nevada corporation formed on March 26, 2012. On May 9, 2012, we entered into a Contribution Agreement with Optos, whereby we acquired 100% of the outstanding membership interests of Optos in consideration of 23,980,000 shares of common stock and 100,000 shares of Series A Preferred Stock. As we were only formed in March 2012 and we acquired Optos in May 2012, we have included the financial statement for Optos for the years ended December 31, 2011 and 2010 and the six months ended June 30, 2012 and 2011. Optos was incorporated in the State of Delaware on April 15, 2008. Optos is the sole member of Focus Fiber. In addition, Optos held a majority interest in CMK until January 1, 2012, when it acquired the remaining interest in CMK. CMK is the sole member of Townsend. Jus-Com was acquired by the common management and ownership on September 6, 2011. Subsequently, on January 1, 2012, Jus-Com was acquired by Optos. Our organization structure is summarized below:
Focus Venture Partners (then)
OPTOS Capital Partners
Focus Fiber Solutions Just-com Inc MDT Labor LLC
Since Beacon (shell company) is acquiring OPTOS as per 8k LOI: The will be were all ASSETS will be loaded into....Now you have a publically traded company in which Focus Venture Partners has been trying to do for some tim....Ticker will be BEAC obviously of BEACON CAPITOL PARTNERS...
HERE IS BEACONS SHARE STRUCTURE:
BEAC Security Details Share Structure Market Value1 $936,524 a/o Mar 28, 2013 Shares Outstanding 37,611,396 a/o Aug 10, 2012 Float Not Available (*CALLED TA ROUGHLY 6 MILION) Authorized Shares 70,000,000 a/o Jun 30, 2011 Par Value 0.001
Financial Reporting/Disclosure Reporting Status U.S. Reporting: SEC Filer Audited Financials Audited CIK 0001122063 Fiscal Year End 12/31 OTC Market Tier OTC Pink Limited
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