scion
12 years ago
Steadfast Holdings Group, Inc.
f/k/a Beere Financial Group, Inc.
n/k/a Scorpex, Inc.
10300 West Charleston Boulevard 13-160
Las Vegas, Nevada 89135
Certified mail no. 7012 1010 0001 7264 6219
IN THE MATTER OF: STEADFAST HOLDINGS GROUP, INC. f/k/a BEERE FINANCIAL
GROUP, INC.
http://www.ct.gov/dob/cwp/view.asp?a=2246&q=517364
ORDER IMPOSING FINE
DOCKET NO. CRF-12-7892-S [18th day of January 2013]
I. PRELIMINARY STATEMENT
WHEREAS, the Banking Commissioner (“Commissioner”) is charged with the administration of Chapter 672a of the General Statutes of Connecticut, the Connecticut Uniform Securities Act (“Act”), and Sections 36b-31-2 to 36b-31-33, inclusive, of the Regulations of Connecticut State Agencies (“Regulations”) promulgated under the Act;
WHEREAS, the Commissioner, through the Securities and Business Investments Division of the Department of Banking (“Department”), conducted an investigation into the activities of Steadfast Holdings Group, Inc., f/k/a Beere Financial Group, Inc. (“Respondent”), pursuant to Section 36b-26(a) of the Act, to determine if Respondent had violated, was violating or was about to violate provisions of the Act or Regulations (“Investigation”);
WHEREAS, on December 17, 2012, based on the Investigation, the Commissioner, acting pursuant to Sections 36b-27(a), 36b-27(b) and 36b-27(d) of the Act, issued an Order to Cease and Desist, Order to Make Restitution, Notice of Intent to Fine and Notice of Right to Hearing against Respondent (collectively “Notice”), which Notice is incorporated by reference herein;
WHEREAS, the Commissioner alleged in the Notice that Respondent offered and sold unregistered securities in or from Connecticut to at least one investor, which securities were not registered in Connecticut under the Act. The offer and sale of such securities absent registration constitutes a violation of Section 36b-16 of the Act, which forms a basis for an order to cease and desist to be issued against Respondent under Section 36b-27(a) of the Act, an order that Respondent make restitution under Section 36b-27(b) of the Act, and for the imposition of a fine upon Respondent under Section 36b-27(d) of the Act;
WHEREAS, the Commissioner alleged in the Notice that Respondent engaged unregistered agents of issuer. Such conduct constitutes a violation of Section 36b-6(b) of the Act, which forms a basis for an order to cease and desist to be issued against Respondent under Section 36b-27(a) of the Act, and for the imposition of a fine upon Respondent pursuant to Section 36b-27(d) of the Act Act [sic];
WHEREAS, the Commissioner alleged in the Notice that the conduct of Respondent constitutes, in connection with the offer, sale or purchase of any security, directly or indirectly employing any device, scheme or artifice to defraud, making any untrue statements of a material fact or omitting to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading, or engaging in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person. Such conduct constitutes a violation of Section 36b-4(a) of the Act, which forms a basis for an order to cease and desist to be issued against Respondent under Section 36b-27(a) of the Act, an order that Respondent make restitution under Section 36b-27(b) of the Act, and for the imposition of a fine upon Respondent under Section 36b-27(d) of the Act;
WHEREAS, the Notice stated, inter alia, that the Commissioner intended to impose a fine against Respondent, that Respondent would be afforded an opportunity for a hearing on the allegations set forth in the Notice if a written request for a hearing was received by the Department within fourteen (14) days following Respondent’s receipt of the Notice, and that the Commissioner may order that the maximum fine be imposed upon Respondent if Respondent failed to request a hearing within the prescribed time period or failed to appear at any such hearing;
WHEREAS, on December 17, 2012, the Notice was sent by certified mail, return receipt requested, to Respondent;
WHEREAS, on December 20, 2012, Respondent received the Notice;
WHEREAS, Respondent has failed to request a hearing on the allegations set forth in the Notice within fourteen (14) days of its receipt;
WHEREAS, on January 17, 2013, a Certification was issued rendering the Order to Cease and Desist and Order to Make Restitution permanent as of January 4, 2013, which Certification is incorporated by reference herein;
WHEREAS, Section 36a-1-31(a) of the Regulations of Connecticut State Agencies provides, in pertinent part, that:
When a party fails to request a hearing within the time specified in the notice, the allegations against the party may be deemed admitted. Without further proceedings or notice to the party, the commissioner shall issue a final decision in accordance with section 4-180 of the Connecticut General Statutes and section 36a-1-52 of the Regulations of Connecticut State Agencies, provided the commissioner may, if deemed necessary, receive evidence from the department, as part of the record, concerning the appropriateness of the amount of any . . . fine . . . sought in the notice.
WHEREAS, Section 36b-31(a) of the Act provides, in pertinent part, that “[t]he commissioner may from time to time make . . . such . . . orders as are necessary to carry out the provisions of sections 36b-2 to 36b-34, inclusive”;
AND WHEREAS, Section 36b-31(b) of the Act provides, in pertinent part, that “[n]o . . . order may be made . . . unless the commissioner finds that the action is necessary or appropriate in the public interest or for the protection of investors and consistent with the purposes fairly intended by the policy and provisions of sections 36b-2 to 36b-34, inclusive.”
II. FINDINGS OF FACT AND CONCLUSIONS OF LAW
1. The Commissioner finds that the facts as set forth in paragraphs 7 through 25, inclusive, of the Notice, shall constitute findings of fact within the meaning of Section 4-180(c) of the General Statutes of Connecticut and Section 36a-1-52 of the Regulations of Connecticut State Agencies, and that the Statutory Basis for Order to Cease and Desist, Order to Make Restitiution and Order Imposing Fine Against Respondent set forth in paragraphs 26 through 33, inclusive, of the Notice shall constitute conclusions of law within the meaning of Section 4-180(c) of the General Statutes of Connecticut and Section 36a-1-52 of the Regulations of Connecticut State Agencies.
2. The Commissioner finds that Respondent committed one violation of 36b-16 of the Act, one violation of Section 36b-6(b) of the Act, and one violation of Section 36b-4(a) of the Act.
3. The Commissioner finds that the facts require the imposition of a fine against Respondent.
4. The Commissioner finds that the Notice complied with the requirements of Section 36b-27 of the Act and Section 4-177 of the General Statutes of Connecticut.
5. The Commissioner finds that the imposition of a fine against Respondent is necessary and appropriate in the public interest and for the protection of investors and consistent with the purposes fairly intended by the policy and provisions of Sections 36b-2 to 36b-34, inclusive, of the Act.
III. ORDER
Having read the record, I hereby ORDER, pursuant to Section 36b-27(d) of the Act, that:1. A fine of fifty thousand dollars ($50,000) be imposed against Steadfast Holdings Group, Inc., f/k/a Beere Financial Group, Inc., to be remitted to the Department by cashier’s check, certified check or money order, made payable to “Treasurer, State of Connecticut”, no later than forty-five (45) days from the date the Order Imposing Fine is mailed; and
2. This Order Imposing Fine shall become final when mailed.
Dated at Hartford, Connecticut, ______/s/__________
this . Howard F. Pitkin
Banking Commissioner
This Order was sent by certified mail,
return receipt requested, to
Respondent on January 18, 2013.
Steadfast Holdings Group, Inc.
f/k/a Beere Financial Group, Inc.
641 Main Street
East Haven, Connecticut 06512
Certified mail no. 7012 1010 0001 7264 6202
Steadfast Holdings Group, Inc.
f/k/a Beere Financial Group, Inc.
n/k/a Scorpex, Inc.
10300 West Charleston Boulevard 13-160
Las Vegas, Nevada 89135
Certified mail no. 7012 1010 0001 7264 6219
http://www.ct.gov/dob/cwp/view.asp?a=2246&q=517364
22hornet
12 years ago
An interesting tidbit? Unregistered shares?
SECURITIES AND BUSINESS INVESTMENTS DIVISION
Order to Cease and Desist, Order to Make Restitution and Notice of Intent to Fine Issued
On December 17, 2012, the Banking Commissioner issued an Order to Cease and Desist, Order to make Restitution, Notice of Intent to Fine and Notice of Right to Hearing (Docket No. CRF-12-7892-S) against Stead-Fast Custom Linings, LLC (“Linings”) of East Haven, Connecticut; Steadfast Holdings Group, Inc. (“Holdings”) f/k/a Beere Financial Group, Inc., a Nevada corporation now known as Scorpex, Inc.; John Calash and Susan Calash of Madison, Connecticut, majority owners of Linings; and Christopher Borgo of Boca Raton, Florida.
The action alleged that John Calash and Susan Calash devised a plan in January 2007 to convert Linings into a public company that traded on the Pink Sheets; that during the summer of 2007, John Calash, with the assistance of Christopher Borgo, sold unregistered membership interests in Linings to at least one investor; that John Calash merged Linings into Beere Financial Group, Inc., a Nevada shell corporation trading on the Pink Sheets; and that in September 2007, John Calash renamed the merged entity Steadfast Holdings Group Inc. and then sold $767,500 in unregistered Holdings shares to investors in a
private placement. The shares are currently worthless. The action also alleged that 1) from February 2008 through April 2011, John Calash and Susan Calash, in their capacities as President and Secretary of Holdings, issued themselves thousands of shares of Holdings, which had the effect of diluting the value of the outstanding shares of Holdings; 2) John and Susan Calash eventually sold their controlling interest in Holdings in April 2011 for a profit of approximately $200,000.
The action further alleged that 1) Linings, Holdings, John Calash and Christopher Borgo offered and sold unregistered securities in violation of Section 36b-16 of the Act; 2) John Calash and Christopher Borgo violated Section 36b-6(a) of the Act by transacting business as unregistered agents of issuer; 3) Linings and Holdings violated Section 36b-6(b) of the Act by engaging unregistered agents of issuer; and 4) John Calash, Susan Calash, Linings and Holdings violated the antifraud provisions in Section 36b-4(a) of the Act by failing to make adequate risk disclosures to prospective investors and, in the case of John Calash and Susan Calash, failing to disclose the dilutive effect their actions had on investor securities holdings.
Each of the respondents was afforded an opportunity to request a hearing on the Order to Cease and Desist, Order to Make Restitution and Notice of Intent to Fine.
Dated: Wednesday, December 26, 2012
Howard F. Pitkin
Banking Commissioner
Connecticut
Beere Financial Group and Banx and Green tie it to Norman J. Birmingham and Rick Papaleo.
EarnestDD
12 years ago
Current Report Filing (8-k)
___________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 15, 2013
JPX GLOBAL, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada 000-54793 26-2801338
(State of Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
9864 E Grand River, Ste 110-301, Brighton, Michigan 48116
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (310) 891-1838
____________________ _____________________
Item 1.01 Entry into a Material Definitive Agreement
On February 15, 2013, JPX Global, Inc. (hereafter, “Company”) entered into an agreement to acquire all of the outstanding shares of Scorpex, Inc., a Nevada corporation (hereafter, “Scorpex”), in exchange for 103,250,000 shares of Common Stock and 5,000,000 shares of Series A Preferred Stock of the Company (such transaction is hereafter referred to as the “Acquisition”). Scorpex is a development stage waste disposal and recycling company, with the goal of storing and disposing all types of waste, including those classified as industrial, toxic, and hazardous.
Item 2.01 Completion of Acquisition or Disposition of Assets
On February 15, 2013, the Company completed the Acquisition as described in Item 1.01 above.
Item 3.02 Unregistered Sales of Equity Securities
On February 15, 2013, the Company issued 103,250,000 shares of Common Stock and 5,000,000 shares of Series A Preferred Stock to the shareholders of Scorpex in connection with the Acquisition described in Item 1.01 above. Each of the shareholders of Scorpex are either “accredited investors” as defined pursuant to Rule 501 of Regulation D or have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of receiving the common stock. No solicitation was made and no underwriting discounts were given or paid in connection with this transaction. The Company believes that the issuance of the common stock in connection with the Acquisition was exempt from registration with the Securities and Exchange Commission pursuant to Section 4(2) of the Securities Act of 1933.
Item 5.01 Changes in Control of Registrant
As of February 15, 2013, in connection with the Acquisition described in Item 1.01 above, Joseph Caywood, the largest shareholder of Scorpex, held a controlling beneficial interest in the Company and as a result may unilaterally determine the election of the Board and other substantive matters requiring approval of the Company’s stockholders.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
JPX Global, Inc.
Date: February 19, 2013 By: /s/ James P. Foran
James P. Foran
Chief Executive Officer
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