Big Brouhaha|at Boner Beer


     HOUSTON (CN) – Two founders of the company that makes Böner Beer claim its CEO and CFO defrauded them and shareholders by plundering the corporate checking account for their “unlimited personal use.”



     In 2009, Betsy Smith and Janet Robbins were two of the four founders of the Van der Bonerbosch Brewing Co., which at first “only sold merchandise promoting a fictitious beer by the name of ‘Boner Beer,'” they say in their complaint in Harris County Court. A third plaintiff, Christina, is a Böner stockholder.
     The other two founders were defendants Robert Lesch and Wayne Wang.
     “Within the first few months of business, the brand became wildly popular and people started asking, ‘Where’s the beer?’ Demand to actually brew the beer became overwhelming,” the complaint states.
     According to the company’s website, “The Böner story actually began 18 years ago, debuting in Baltimore, Maryland as a fictional Beer Company T-shirt. Created by one of the company owners – Bob Lesch – the shirt was sold via newspaper ads and wholesale in Ocean City, Md. T-shirt shops. It was a big seller, with the slogan, ‘Pop a Böner!’ spreading across the city and beach. But then Bob got a ‘real’ job at a bank, so the T-shirt business was put on-the-shelf. …
     “Fast-forward to 2009. … Bob is telling the Böner story to a business colleague – Betsy Smith – and she blurts out, ‘Well, with the age of the Internet, let’s resurrect Böner!’ Bob agreed and along with a third partner – Wayne Wang – the business team began the ‘new’ Böner T-shirt line.
     “But this time around, a funny thing happened … while folks liked the T-shirts the team offered, they really wanted the beer! Demand increased even more with the debut of Böner YouTube videos, including this one. This convinced the crew to research how to create the beer.”
     The company claims it makes a Belgian-style wheat ale called Böner Sun-kissed Wheat. It is having the beer brewed by Lion Brewery in Wilkes-Barre, Pa., and it’s being sold at several grocery store chains in Texas “with plans to expand to multiple additional states in 2012,” according to the complaint.
     The plaintiffs say to raise the money needed to produce the beer the four founding partners agreed to sell 20 percent to individuals and keep the remaining 80 percent, and split it evenly among themselves. So they “issued one million shares and sold 200,000 at $2.00 each,” according to the complaint.
     The plaintiffs that during the first quarter of 2011 as shareholders asked about the company’s finances and the annual shareholder meeting, CEO Lesch “became increasingly more difficult to get information from or to even reach by phone.”
     Smith says she began calling weekly shareholder meetings in July to keep shareholders informed and “do damage control,” and though CEO Lesch and CFO Wang were aware of these meetings they did not attend a single one.
     “Around October 15, 2011, Smith was personally notified when the corporate bank account was overdrawn and had been for several weeks,” the complaint states. “At that time, the officers requested a meeting with Lesch. Lesch admitted to the misappropriation of funds and asked to be given a chance to ‘right his wrong.’
     “Several days later, Lesch and Wang knowingly and deliberately distributed a falsified set of corporate financials and gave them to their fellow officers for distribution to existing and potential new shareholders.”
     But the plaintiffs say they “discovered discrepancies in the financials” and requested a meeting of all the officers. They say they have called more than 10 meeting, demanding an accounting from Wang and Lesch, and that Wang, the CFO, attended none of them, and that Lesch “attended three and canceled the past three.”
     On Nov. 30, the plaintiffs say, they learned that Lesch and Wang had changed the signatory powers on the company’s bank account “without notice to anyone.”
     They add: “According to the corporate bank statements for the past six months, Lesch and Wang have defrauded their fellow officers as well as their shareholders. Both are using the corporate checking account for unlimited personal use.
     “Now, having been locked from the account, the other officers have no way of knowing whether legitimate bills are being paid, the status of cash flow, etc. to keep the business alive and to honor the existing contracts it has with numerous distributors throughout the state.
     “The fear is that the current CEO and CFO will deplete all corporate funds and Bonerbosch will no longer be able to conduct the business at hand and honor the contracts to which it is a party.”
     The plaintiffs seek an injunction to stop the men from “altering in any way the corporate assets of Bonerbosch,” and damages for fraud, breach of fiduciary duty and conversion.
     The plaintiffs are represented by David Anderson.
     The plaintiffs filed their complaint Monday. On Tuesday, Van der Bonerbosch Brewing Co. sued Smith and Robbins, also in Harris County Court.
     The company claims that Smith and Robbins got its permission to sell its merchandise under a separate entity called “Boner Gear,” in exchange for 20 percent of the start-up’s profits.
     Van der Bonerbosch claims that Smith promoted Boner Gear not as a separate entity but as a division of its company, then modified its checks to include her name, and diverted at least $65,000 of its money to her personal checking account.
     The company is represented by David Showalter, of Richmond, Texas.

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