Event Cardio Group Inc.

On November 25, 2016 the company filed a Form 15 to end its registration with the SEC and suspend its duty to file reports, citing 156 holders of record. This ends the public reporting that followed the 2014 share exchange, so shareholders will no longer get regular SEC filings. The form is signed by Gary Blom as President and CEO from a Linthicum, Maryland address, which differs from the earlier Florida office and CEO Bentivoglio. The form does not say what happens to the shares themselves.

listing compliance notice

The Ambumed purchase closed on July 8, 2016, making it a wholly owned subsidiary: $600,000 paid at closing, $600,000 due on the first anniversary, plus 2,000,000 restricted shares (500,000 held in escrow). Joseph Hashim became Chief Operating Officer of Ambumed through July 31, 2020, with a salary starting at $150,000 and 3,000,000 restricted shares subject to vesting, plus options on 1,000,000 shares at $0.15. This completes the agreement announced on June 30; Ambumed's financial statements are still to follow in an amendment.

asset acquisition disposition

On June 30, 2016 the company agreed to buy Ambumed, Inc. of Maryland, which runs the National Cardiac Monitoring Center, a 24-hour ECG monitoring service, for $1,200,000 (half at closing, half a year later) plus 2,000,000 restricted shares. The share count can be adjusted if the stock trades below $0.25 before August 1, 2017. This is the company's first purchase of an operating business; a press release says it would serve as the US data monitoring center for NowCardio and quotes projected 2016 sales of $2,500,000.

material agreement

On June 24, 2016 the company issued 2,812,500 shares to the Bentivoglio and Sgro family trusts in exchange for all shares of 2375757 Ontario Inc., which held Bentivoglio's 2014 rights to market the heart monitor in Canada. Together with the Bozza deal, the company says it has re-acquired all Canadian marketing and distribution rights to its monitor. This adds shares for insiders' trusts, which dilutes other holders.

capital raising announcement

On June 16, 2016 the company paid Nick Bozza CAD $1,025,000 (about US$850,000) to take back his Ontario distribution rights for the cardiac monitor, end certain debts owed to him, and buy 20,000,000 of his company shares. It also holds an option, to May 6, 2018, to buy his remaining 9,812,500 shares for US$500,000. The company also sold 2,500,000 shares and warrants to Zhenli Xu for $375,000, and 10,000,000 shares and warrants to entities controlled by Ian Genoa and Michael Ho for $1,000,000, with warrants at $0.25. This resolves the open question of Bozza's role as a major shareholder and licensee, while the new share sales dilute other holders. The filing does not say whether the 20,000,000 shares are cancelled or held by the company.

capital raising announcement

The company agreed with ten individuals to sell 16,901,400 shares and 10,000,000 warrants (exercisable to Feb 28, 2019 at US$0.15) for Cdn$1,500,000 (US$1,082,251), paid monthly; Cdn$335,000 (US$241,702) has been received so far. The lender 2399371 Ontario Inc., owed about Cdn$960,300 including interest, extended repayment to January 31, 2018 and swapped its notes for a 12% convertible note (conversion price Cdn$0.0873) plus 3,000,000 warrants at US$0.01; the filing says most of the money will go to finishing the heart monitor and the Health Canada and US FDA 510(k) applications. Warrants were also granted to CEO Bentivoglio and others, and his employment terms were revised (US$100,000 first-year salary, $225,000 profit-linked bonus). The filing also discloses that Life Medical claims about $800,000 is owed under the BreastCare license and that the subsidiary is in litigation over it. The company says it will likely lose its BreastCare distribution rights unless it wins, settles or raises significant money. This turns the earlier open BreastCare thread into a dispute, and the new shares, warrants and convertible note would dilute existing holders.

asset acquisition disposition

On August 19, 2015 the company confirmed an extension to June 1, 2016 of a Cdn$583,000 loan, originally made May 20, 2014 to 2340960 Ontario Inc., and agreed to a further Cdn$63,855 loan, both at 12% compounded monthly. The company guaranteed the loan, secured by a lien on all its assets, and gave the lender 600,000 shares and four-year warrants at $0.10. The principal executive office moved to Boynton Beach, Florida. This debt was not in earlier filings and puts a lien on all company assets.

capital raising announcement

On March 5, 2015 the company received $200,000 of an agreed $500,000 investment from Medpac Asia Pacific PTY Ltd., for an 8% convertible note due January 31, 2018, convertible at $0.15 per share. In return the company agreed to give Medpac exclusive distribution of BreastCare DTS and Now Cardio in Australia and certain Southeast Asian countries for five years, and it can renegotiate if the remaining money is not received on time. A press release describes it as the first tranche of a $2,000,000 distribution agreement. This is the first outside funding for the product plans since the license, and the note could dilute shareholders if converted.

capital raising announcement

The share exchange announced in September closed on November 14, 2014: the company acquired all of 2340960 Ontario Inc. (ECG) for 79,500,000 new shares, which leaves ECG's three family-trust holders with about 92.7% of voting power (the September filing said about 93.6%). The company says it is no longer a shell company; the cardiac monitor is still being developed and due diligence on the BreastCare DTS license is still ongoing, with substantial funding still needed.

asset acquisition disposition

The company's subsidiary, Efil Sub of ECG Inc., signed a license on October 17, 2014 with Life Medical Technologies for the BreastCare DTS breast-screening product, with exclusive distribution rights in the US, Canada and parts of Asia including China. The license carries 5% royalties and minimum annual royalties of $100,000 in 2015 and $200,000 per year after that. The company borrowed CAD $79,106 at 12% from an affiliate-owned lender, due December 1, 2015, and agreed to $501,000 of creditor releases, paid $125,000 in cash and $376,000 in shares. The filing says the company is still doing due diligence and will likely need to raise more money through equity, debt or convertibles to exploit the product. This adds a second product to the cardiac monitor plan.

capital raising announcement

On September 8, 2014 the company, still called Sunrise Holdings, agreed to buy all of Event Cardio Group (ECG), a developer of a cardiac monitoring device, in exchange for 79,500,000 new shares. Those shares would give ECG's three family-trust shareholders about 93.6% of voting power, so existing shareholders would be heavily diluted. The filing says the company has had no operations since December 2008, and that control already changed on June 9, 2014 to John Bentivoglio as nominee for ECG. Closing depends on ECG's audited financials, expected within 30 days, and a name change is planned. This ends the shell period that followed the 2008 mining exit.

material agreement

Effective October 30, 2008 the board agreed with the three investors from the January 2008 placement to undo it, returning $2,933,128 and cancelling the 75,000,000 shares and warrants issued to them. The return includes cash of $750,000 each to Weiquan Tian and Xuding Jiao, and $900,000 cash plus the $500,000 SJ Electronics note and $33,128 of accrued interest to CEO Xuguang Sun. The filing cites changes in business planning and falling natural resource prices, and says the company's cash has been significantly reduced and impaired. This reverses the January 2008 raise.

asset acquisition disposition

The company (now named Sunrise Holdings Limited) abandoned its Khul Morit mining license in Mongolia after a western mining company it had been talking to decided not to proceed with a joint venture, and after it judged further drilling and testing costs undesirable. Separately, effective May 30, 2008, its subsidiary eFuture International bought a $500,000 15% convertible secured note due May 29, 2009 from SJ Electronics, Inc., convertible at $1.30 per share.

asset acquisition disposition

On January 3, 2008 the company closed a private placement of 75,000,000 units at $0.04 each for $3,000,000. Each unit was one share plus a warrant to buy another share at $0.10 for three years. CEO Xuguang Sun put in $1,500,000 of the total and two other non-affiliated investors the other $1,500,000, so a large number of new shares and warrants were created.

capital raising announcement