Each one in plain English, with the numbers worked through for a shareholder.
8 Mar 2017capital raising announcement● NeutralMajor
On February 18, 2017, Ramsay Capital Corp. sold its convertible loan to the company to five buyers, who settled at $0.02 per share instead of the original $0.001 and converted. This wiped out $469,370 of debt and created 23,468,500 new shares, which dilutes existing shareholders. The filing is under the name Bingo Nation Inc. at a Las Vegas address; it does not say how this relates to the earlier Lexington Ridge debt or the Bingo Nation Technologies agreement.
Days after the Teascom deal was terminated, the company (Nexgen Applied Solutions) agreed in principle on April 18, 2016 to give 50 million restricted shares to Bingo Nation Technologies Inc. for a business development contract, an exclusive software license to a bingo-themed Class II game and related TV broadcast rights. The parties have 30 days for due diligence and to negotiate final contracts, so it is not yet final; the filing says Bingo Nation would hold 95% of voting control, on 52,632,739 shares outstanding, which would sharply dilute existing holders.
The company, now named Nexgen Applied Solutions Inc. (formerly Indie Growers Association), and Teascom UK Limited mutually terminated, effective April 13, 2016, a share exchange agreement to acquire all of Teascom, which was expected to close April 15, 2016. The reason given is uncertainty over a lawsuit filed April 7, 2016 by Secure Channels Inc. against Teascom and others; the court dismissed it April 11 but allowed the plaintiff to re-file.
This amendment adds the required audited financials and pro forma information for the June 30, 2014 River Ridge Sunshine Farms acquisition. The audited statements cover April 6 to June 30, 2014: no revenue, a net loss of $22,198, total assets of $155,589, and the auditor (BF Borgers) raises going-concern doubt.
On April 22, 2015 the company hired BF Borgers CPA PC of Lakewood, Colorado as its new auditor, replacing Sadler Gibb. No prior consultations are reported.
Auditor Sadler Gibb & Associates resigned on January 20, 2015. The filing says it had issued no audit reports on the company's financials and reports no disagreements or reportable events.
As a condition of the River Ridge deal, Ricardo Esparza and directors Robert Coleridge and Arnie De Witt III agreed to 24-month lock-ups, dated July 2, 2014, on a total of 83,000,000 shares (62,000,000, 11,000,000 and 10,000,000 respectively). They cannot sell those shares during that period.
This is a second filing of the same June 30, 2014 8-K, repeating the closing of the River Ridge Sunshine Farms LLC acquisition for 62,000,000 restricted shares and the Cannabliss sublease; it adds no new facts.
On June 30, 2014 the company closed the River Ridge Sunshine Farms LLC acquisition from Ricardo Esparza for 62,000,000 restricted shares, resolving the extension thread. The company holds a 10-year renewable lease on farmland in Prosser, Washington, subleased to Cannabliss Organic Gardens, a licensed medical marijuana grower expecting a Tier 3 license; the company plans to sublease adjacent properties to other licensees.
