Replies to post #29960 on Top Shelf Brands Holdings Corp. (DKTS)

[LivingTheDream]

Thank you for your insight and information. We will see

[hedge_fun]

In looking over the NV and SEC filings I didn't see any sign of a Series E Preferred. A Series A Preferred was issued in 2009, but that's all I saw. It was described in the 2009 10-K as follows...the 60 Preferred A shares conferred upon the 4 holders some SERIOUS voting control rights and conversion rights.:
"On December 23, 2009, the Company issued 15 shares each of its authorized Series A Convertible Preferred Stock to Dennis R. Duffy, Janis Okerlund, Esq., Daniel J. Duffy, and Norman J. Francis in consideration of their performance in fiscal 2009 and as an inducement to continue service in 2010. Sixty shares were authorized under the designation of preferences and each shares has a stated value of $1000 USD. Each share of the Series A Preferred Stock has voting rights equal to one percent (1%) of the Company’s outstanding Common Stock as of the record date for any vote of the Company’s Common Stock. Each share of the Series A Preferred Stock is convertible into one percent (1%) of the Company’s outstanding Common Stock as of the date of the notice of conversion. The Series A Preferred Stock does not accrue or be paid any dividends nor does it carry liquidation preferences over the Company’s Common Stock."

I don't know if the Preferred A shares has changed hands between 2009 and now, but according to a recent PR, whoever had them has given them back:
"January 08, 2014 / Team Nations Holding Corp, (a Nevada Corporation) (OTCBB: TEMN), today announced that it has received the entire Series A Preferred shares and the 1 Billion restricted common shares that had been issued to the previous officers of the company. The shares have been delivered back to Clear Trust with the instructions to return to the authorized but unissued status."

I have no idea why anyone would return those shares......they have at least some control value...without some compensation. It would be 100% speculation, but perhaps the Series E preferred was created to replace them.

That's been covered here for some time. We know the Series A were never filed in NV.

The 1B was issued as an exchange for a debt purchase. The debt was converted at TEXX. It's covered in the Pena Letter.

Why wouldn't the 1B shares be cancelled? The note was was assumed by TEXX and filed in FL. Good grief.....hold onto the shares? Bruce Pollock or Bruce Klein would..........if ALONZO didn't have such a bad a-- attorney. I hear they are worried to death about TEMN disclosing. I get it!

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=95355084

The purchase of such debt was perfected by Victory Partners upon the exchange of consideration with Emperial Americas under the September 2011 agreement. At that point VP delivered all rights to such securities as it had of Team Nation to EA. In exchange EA became indebted to Victory Partners for the obligations on the notes that Victory had purchased from the Team Entities. This was a purchase of debt by Victory Partners, and therefore, is the only subject of this opinion; although the exchange between Victory and Emperial is relevant for purposes of consideration having been made and exchanged to some degree. Legally, EA (TEXX) assumed the debt obligation.

Having established that such debt was purchased through examination of the transaction with the four Team Entities, the next relevant matter is that the debt was acquired by EA when it was a private corporation. This transaction, between EA and VP was executed on September 20, 2011. The consideration for this transaction included certain shares and interests received by Victory Partners, of Team Nation. Notably, Emperial Americas did not execute a merger with Team Nation the public company due to matters that arose later during EA’s due diligence. However, the transaction involving the debt becoming an obligation of EA. Emperial Americas as the surviving entity (TEXX) recognized the debt in an amendment to its articles of incorporation whereby the debt of Emperial Americas was recognized as a liability of the surviving entity, under the same terms and timing as the original debt was held and under the acquisition of debt by subsequent holders.

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=95350411

[hedge_fun]

"On December 23, 2009, the Company issued 15 shares each of its authorized Series A Convertible Preferred Stock to Dennis R. Duffy, Janis Okerlund, Esq., Daniel J. Duffy, and Norman J. Francis in consideration of their performance in fiscal 2009 and as an inducement to continue service in 2010. Sixty shares were authorized under the designation of preferences and each shares has a stated value of $1000 USD. Each share of the Series A Preferred Stock has voting rights equal to one percent (1%) of the Company’s outstanding Common Stock as of the record date for any vote of the Company’s Common Stock. Each share of the Series A Preferred Stock is convertible into one percent (1%) of the Company’s outstanding Common Stock as of the date of the notice of conversion. The Series A Preferred Stock does not accrue or be paid any dividends nor does it carry liquidation preferences over the Company’s Common Stock."

I don't know if the Preferred A shares has changed hands between 2009 and now, but according to a recent PR, whoever had them has given them back:

FYI.......

On January 5, 2012, the Corporation had the majority controlling interest changed to the control of Emperial Americas, through the purchase of four sets of Series A Preferred Shares by Victory Partners, LLC. In a private sale, the four main holders of 60 Series A Preferred Shares, being Dennis R. Duffy (15 preferred shares) Janet Okerlund (15 preferred shares), Daniel Duffy (15 preferred shares) and Norman Francis (15 preferred shares).

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8332678

How do shares that were NEVER filed in NV have control value, as you "allege"?

TIA

I have no idea why anyone would return those shares......they have at least some control value...

[hedge_fun]

Wrong. Unless you have a link showing otherwise......

that claim is as baseless as the claim "agin" Zo.

I have no idea why anyone would return those shares......they have at least some control value...without some compensation.

Please provide proof otherwise and I will gladly say I'm wrong.

Please note: Huffman is in the same boat. The motion for summary judgment requires he answer TEMN and Zo's claim that the shares are BOGUS.

TIA