Before we can get to the facts, we must first know… “who owns Elepreneurs & Elevacity.
Sharing Services Global Corporation “SHRG” a diversified holding company, which created a “Blue Ocean Strategy” in order to implement its mission, is an emerging OTC public company.
On the corporate website, the company lists John “JT” Thatch as the CEO. Mr. Thatch seems to have an extensive background as an entrepreneur and has a background in M&A with public companies.
Frank “Al” Walters is listed as the current CFO…
Another positive I found was that Kevin Thomas, CEO of Alternative Labs, and a leader in Nootropic formulations aka “Happy & Smart Coffees.”
Another real plus is that John Fleming, one of my mentors in the communication craft is listed as an advisor for the company as well. Mr. Fleming is one of the thought-leaders on the Gig Economy and launched the Ultimate Gig project in 2019. Their mission is to “provide insight into the relevance and growth of gig economy opportunities.”
I first wrote about Sharing Services Global Corporation, Elevacity and Elepreneurs a few months ago, after reaching out to Mr. Keith Halls, the Chairman of the Board. Mr.
I had asked Mr. Halls a series of questions… Actually, I also asked Mr. Robert Oblon the questions regarding the resignation of Mr. Oblon as well as the lawsuits I had read about through the SEC filings, as well as the website HappyCoffeeTruth.com.
The questions I asked were pretty elementary, however, neither party has answered as of the date of this article.
1. Who recommended you (Mr. Halls) to Robert Oblon as potential employees/officers/Board Members?
2. Did you (Mr. Halls) know Robert Oblon prior to being hired?
3. If yes to #2, what was your relationship with Robert Oblon?
4. Keith, did you and Kip know each other prior to joining SHRG as officers/consultants?
5. Who made the decision to recognize Jordan Brock as an owner, or legal representative of Alchemist Holding company, when the SEC filings clearly shows SHRG recognized Robert Oblon as the legal owner?
6. What led to SHRG Board members and officers to recognize Brock as an owner or legal representative of Alchemist?
7. From reading the 10-Q and 10-K, it is clear an agreement has been entered into with Brock for potential legal liability to SHRG. It seems Oblon was not part of this agreement/settlement, can you share why Oblon was not included?
8. In court documents, it appears Mr. Allison has been appointed as trustee over shares in dispute, which were awarded to Alchemist (Oblon). It is my understanding that Mr. Allison has acted as both as a personal attorney for Oblon as well as he was the COO at the time this transpired. This appears to be a possible conflict of interest. Do you see this as a potential conflict of interest? Why or why not?
9. From a shareholder’s perspective, could the COO of the company taking control of the majority shareholder’s position be interpreted as a breach in fiduciary responsibility? Why wasn’t a 3rd party trustee appointed?
10. In the pending lawsuit, subpoenas have been issues, from what I can see, to active distributors, active employees, former distributors, and former 3rd party consultants. Why does the company find the need to subpoena active and former distributors in its actions against Oblon?
11. Has in the past, or do currently any SHRG Board Members, executives, employees, or 3rd party consultants held positions in the genealogy tree of any subsidiary?
Mr. Halls, assistance did finally respond with a form letter, which I also posted over at SeekingAlpha.com.
At the time Mr. Halls
However, as the months have progressed, and more filing have been produced, I’m more concerned than ever on what is truly going on in and around the company.
Here are a few additional concerns as I continue to watch the outcomes of all these lawsuits. (As shown in the most current 10-Q.
“As of September 16, 2019, the Company and 212 Technologies, LLC (“212 Technologies”) entered into a Release and Settlement Agreement (the “Settlement Agreement”). Pursuant to the Settlement Agreement, the parties: (i) rescinded a certain “Stakeholder & Investment Agreement” dated May 21, 2017 (resulting in the return of 5,628,750 shares of the Company’s Series A Preferred Stock by 212 Technologies and the return of a 24% ownership stake in 212 Technologies by the Company) and (ii) terminated a certain “Software License Agreement” dated June 12, 2018 (the “SLA”) by and between 212 Technologies and Elepreneurs, LLC, a wholly owned subsidiary of the Company (“Elepreneurs”). In connection with the Settlement Agreement, Elepreneurs agreed to pay 212 Technologies the amount of $425,000 and to dismiss, with prejudice, a lawsuit it had previously filed concerning the functionality of the mobile application produced by 212 Technologies under the SLA, and the parties reached mutually accommodating terms and resolved all issues between their respective companies. As of the date hereof, the shares returned by 212 Technologies remain outstanding and are held by a custodian for the benefit of the Company.”
In January 2019, the Company became aware of an unliquidated amount of potential liability arising from a series of cash advance loan transactions (“Transactions”) entered into by eight different lending sources and a Related Party entity (“debtor entity”) owned and/or controlled by a former Company officer. Without the knowledge of the Company and in contravention of the express provisions of both the Company’s Bylaws and the controlling Nevada Revised Statutes, this former officer also purported to obligate the Company (and two of the Company’s affiliates) to repay the amounts owed by the debtor entities under the Transactions. At this time, the Company has resolved all of the debt associated with the Transactions at a substantial discount from the amounts alleged by the holders of such debt. Additionally, the Company has entered into a comprehensive agreement, secured by substantial assets, with the former officer and the entity owned and/or controlled by the former officer. Pursuant to such agreement, the former officer and the entity owned and controlled by such former officer are obligated jointly and severally to repay the Company all sums expended by the Company in the resolution of the Transactions. The amount expended by the Company, in connection with such resolution, is the sum of $3.4 million. At April 30, 2019, the Company has recorded an accounts receivable of $3.4 million from the former officer and the entity owned and/or controlled by the former officer. This amount is reported in accounts receivable, related party in our consolidated balance sheet.
In June 2019, the Company became aware of a potential liability arising out of certain previous transactions involving the formation and capitalization of two legal entities affiliated with a Company consultant who was, at the time, considered the Company spokesperson. Without the knowledge of the Company and in contravention of the express provisions of both the Company’s Bylaws and the controlling Nevada Revised Statutes, this Company consultant purportedly solicited investment funds from various persons, who at the time, were independent contractors of the Company. While this matter is still currently under investigation, the Company has reason to believe that this Company consultant, possibly acting in concert with others, sought to leverage the assets and resources of the Company in furtherance of these ventures, to their personal pecuniary benefit. Upon learning of these allegations from various of these investors, the Company launched an immediate internal investigation into these transactions. In addition, the Company secured the services of a Dallas-based law firm with experience in financial impropriety and forensic investigations to assist in that process. The Company believes that it is probable that these actions have resulted in a material loss to the investing parties and is evaluating the potential exposure of these events to the Company. The Company is continuing to finalize its evaluation and to pursue settlements with the impacted investing parties.
On July 26, 2019, the Company and certain of its subsidiaries entered into a Settlement Agreement (the “Agreement”) with Company co-founder and former consultant Robert Oblon. Pursuant to the Agreement and in compromise of a dispute concerning a prior contractual obligation and various competing claims, the Company agreed to pay Mr. Oblon the aggregate amount of $2.2 million, payable in 96 equal semi-monthly installments, and stock warrants to purchase up to 7.0 million restricted shares of the Company’s common stock, subject to limiting conditions. On August 30, 2019, the Company ceased making the installment payments and filed a lawsuit against Mr. Oblon claiming, among other things, Mr. Oblon’s breach of contract related to this Agreement, as further discussed below. During the three and six months ended October 31, 2019, the Company made payments under the Agreement of $120,000 and $235,000, respectively. At October 31, 2019, the Company recognized an estimated settlement liability of $2.9 million in connection with the Agreement.
In July 2019, Pruvit Ventures, Inc. filed a lawsuit against Elevacity U.S., LLC, a wholly owned subsidiary of the Company, alleging breach of contract by Elevacity. Elevacity has denied the Plaintiff’s claim. Discovery was propounded on the Plaintiff specifically related to the alleged act of wrong-doing, responses were received by the Company on December 6, 2019 and the Company is currently evaluating the responses.
In August 2019, Entrepreneur Media, Inc. (“EMI”) notified the Company that EMI believes that the Company’s pending trademark application for “Elepreneurs” would confuse consumers due to the purported similarity to EMI’s existing trademark for the word “Entrepreneur.” The Company believes that this claim is without merit and intends to vigorously defend its trademark application. EMI has reached out to the Company and the parties are now engaged in dialogue intended to achieve a possible amicable resolution.
On August 30, 2019, the Company and certain of its affiliated entities filed a lawsuit against Company founder and former consultant, Robert Oblon. The lawsuit claims breach of contract related to the Settlement Agreement dated July 26, 2019, tortious interference with business relationships, and misappropriation of trade secrets, and sought injunctive relief. The Company and such affiliated entities filed an amended petition in September 2019 and were awarded temporary injunctive relief protecting their intellectual property.
On August 31, 2019, the Company filed a lawsuit against Kenyatto M. Jones,
On October 1, 2019, the Company filed a complaint in the District Court of Clark County, Nevada entitled Sharing Services Global Corporation v. Bear Bull Market Dividends, Inc., Alchemist Holdings, LLC, Kenyatto M. Jones, et al., Case No. A-19-802861-B. The lawsuit asserts that a Certificate of Designation for its Series B Preferred Stock filed on or about April 24, 2017 (the “Defective Certificate”) was in contravention of both the Company’s Articles of Incorporation and Nevada law. Additionally, the lawsuit alleges that the Defective Certificate was improperly approved through the self-dealing actions of certain former Company executives, working in collusion with outside shareholders. The lawsuit seeks relief in the form of an injunction enjoining the defendants from attempting to enforce the provisions of the Defective Certificate and a declaratory judgment that will invalidate the improper portions of the Defective Certificate. The lawsuit also requests declaratory judgment relief regarding the terms of the Amended and Restated Certificate of Designation filed by the Company on or about September 26, 2019 (the “Amended Certificate”) which seeks to correct the improper provisions of the Defective Certificate and to properly realign the rights of the shareholders which were improperly diminished by the terms of the Defective Certificate. The District Court of Clark County issued a default judgment against Defendant Bear Bull Market Dividends, Inc. on November 14, 2019 and against Defendant Kenyatto M Jones on November 15, 2019. The Company is in negotiations with Defendant Alchemist Holdings, LLC and anticipates that a favorable outcome will be reached in connection with those negotiations.
Now what is most concerning is that in this current 10-Q the company states the following -- “The Company from time to time is involved in various claims and/or negotiations incidental to the ordinary course of its business. We do not believe that the ultimate resolution of these matters will have a material adverse impact on our consolidated financial position, results of operations or cash flows.”
Now on the surface, the above is a solid, confident and authoritative, however… In reviewing the court documents on these lawsuits it is clear that “IF” the company loses their arguments, and the court rules in Oblon’s favor, then these lawsuits COULD have “material adverse impact!” No just to shareholders, but the field force, employees, vendors and possibly customers.
If Oblon does prevail, then one has to question if any of the corporate decisions made by The Board and/or C-Suite Officers since there are, for all intent and purposes the same individuals, operating In different fiduciary roles. What adds an even deeper layer of legal and fiduciary concern is the fact, Kip Allison, who has been, the personal private attorney for Mr.
If The Board Of Directors actually believes FRAUD has been committed, why hasn’t they requested the SEC or Texas Securities Board to investigate? Based on the Texas Securities Act, the definition of fraud is:
The terms “fraud” or “fraudulent practice” shall include any misrepresentations, in
any manner, of a relevant fact; any promise or representation or prediction as to the future not made honestly and in good faith, or an intentional failure to disclose a material fact; the gaining, directly or indirectly, through the sale of any security, of an underwriting or promotion fee or profit, selling or managing commission or profit, so gross or exorbitant as to be unconscionable; any scheme, device or other artifice to obtain such profit, fee or commission; provided, that nothing herein shall limit or diminish the full meaning of the terms “fraud,” “
This story is ongoing and we will continue to monitor the SEC filing and the court cases.
Disclosure: I/we have no positions in any stocks mentioned, and no plans to initiate any positions within the next 72 hours.
Additional disclosure: I wrote this article based on my own personal opinions gathered through my continued due diligence. I am not receiving any form of compensation for writing it. I have no business relationship with any company or individual mentioned in this article.
This review of Sharing Services Global Corporation, Elepreneurs, and Elevacity is not intended as investment advice, only relevant company information that might be useful in forming decisions.