Each one in plain English, with the numbers worked through for a shareholder.
26 Aug 2021material agreement● NeutralMajor
On August 20, 2021 the company's subsidiary Green Hygienics Properties signed an agreement to buy about 95,625 acres in Lincoln County, North Carolina (just outside Charlotte, with roughly 170,000 sq ft of industrial buildings) for $2,400,000 cash, with $25,000 already in escrow. Closing is due by October 31, 2021 and depends on due diligence; the company says it plans to use the site for an industrial hemp manufacturing division (food-grade products and textile fiber). This adds a large new property on top of the Potrero Ranch in California, and the filing does not say how the remaining cash will be funded, which matters given the company's reported zero revenue and reliance on related-party and secured loans.
On April 14, 2021 the company agreed to buy certain assets from Admay, Inc. for up to $2,822,000 in cash and restricted shares, and the deal was completed April 15 with an initial $122,400 paid to Admay's shareholders. That payment was funded by a $550,000 unsecured, interest-free loan from Alita Capital, which is controlled by the CEO, adding to related-party debt; the rest of the price and the assets are not detailed in the filing.
On March 15, 2021 the company completed the purchase of certain assets from Castillo Seed L.L.C. (Puerto Rico) in exchange for 60,000 restricted shares. The filing does not describe the assets.
On March 2, 2021 the company completed the purchase of certain assets from Primordia, LLC for $431,137: $25,000 cash plus a $406,137 note at 4.75% maturing March 2, 2022. This follows the December 2020 Primordia letter of intent but is structured as an asset purchase paid in cash and a note rather than the roughly 277,329 shares first proposed.
On March 1, 2021 a company subsidiary signed an agreement to buy a 37,530 sq ft building at 13955 Stowe Drive, Poway, for $7,500,000 cash plus 300,000 restricted shares, closing within 120 days, for processing, manufacturing and distribution. The company also formed two new wholly owned California subsidiaries, TruLife Labs and TruLife Biotech; the filing does not say how the cash will be funded.
On February 15, 2021 the company hired Trimark Capital Partners to sell up to $100 million of bonds, with proceeds to go to real estate purchases and business plans, and hired SingerLewak to prepare an independent fair-market-value valuation of the company. No bonds have been sold yet according to this filing.
On December 15, 2020 the company issued a 15% secured note for $2,668,748 to Home Loan Eagle (due June 15, 2022, interest-only payments of $33,359 a month, no conversion into stock), on top of an earlier $1,760,000 note due August 2024 with the same lender. Net proceeds were $1,402,377 after costs, and $1,151,283 went to repay part of the debt owed to Alita Capital, the majority shareholder controlled by CEO Loudoun, leaving about $2,197,699 owed to Alita. The company also signed a non-binding letter of intent to buy Primordia, LLC for about 277,329 restricted shares, plus up to 500,000 shares reserved for settling Primordia's creditors, aiming for a definitive deal within 45 days.
On September 18, 2020 the company hired Boustead Securities as exclusive placement agent for six months from delivery of an offering memorandum (then renewing yearly). Boustead gets 250,000 shares now, plus on any financing or deal an 8% fee and warrants for 8% of shares issued, with the fee applying for two years after the term. The filing does not state any specific raise.
On September 13, 2020 the company signed an equity line with GHS Investments letting it, at its option, sell up to $25,000,000 of stock in portions (max $500,000 each, at least 10 trading days apart), priced at the lowest closing price over the prior 10 days with 120% of the shares delivered, which the filing says is about a 17% effective discount. It issues 150,857 commitment shares and must register the resale shares; sales depend on that registration being effective, so existing holders face dilution if it is used.
On August 14, 2020 the company paid $200,000 to settle in full what remained owed to Triton Funds LP under its 10% convertible note (up to $750,000, due August 20, 2020), ending that facility.
Saturna Group, auditor since Nov 2017, told the company on August 15, 2019 it could no longer provide audit services; its reports on the July 2018 and 2017 statements carried going-concern doubt. The company engaged M&K CPAs on September 9, 2019 (the same firm that ceased in 2017). Separately, about the week of October 20, 2019 it issued 1,850,000 restricted shares to advisers and consultants, which dilutes existing holders.
On October 21, 2019 the company agreed to buy a commercial property in Poway, California for $4,000,000 as a head office and possible hemp/CBD manufacturing site; the seller may take up to $2,000,000 of the price in company stock at $1.88 per share, with closing expected within 90 days. The company also hired DelMorgan Group and Globalist Capital to advise on strategic alternatives and possible transactions, and the CEO's 250,000 shares of entitlement for services were assigned to a family member and a business associate.
On August 23, 2019 the company signed an agreement to buy the 824-acre Potrero Ranch near San Diego for industrial hemp (CBD) growing, with the contract in the name of Alita Capital, a company controlled by the president and a director, which assigned its rights to the company. The company says it is dropping its pre-fab cannabis-cultivation housing plan, will not complete the 2018 Jeff Palumbo IP purchase in 2019 'if ever' (the 1,000,000 shares were never issued, so this reverses the Sept 2018 Canna Brands deal), and a $56,824 debt owed to a company owned by the president lost its conversion right (previously $0.003 per share) on July 31, 2019. It also reports a letter of intent (April 2019) to buy Coastal Labs, expected to close by end of 2019, and a hemp spice supply agreement with US Tobacco Mexico (June 2019). The purchase price of the ranch is not stated in the filing.
On September 15, 2018 the company agreed to acquire Canna Brands technology (CannagramServices.com, Myijuana and Coursepro Academy) for 1,000,000 common shares. The seller is Jeff Palumbo, the company's Chief Technology Officer and owner of Canna Brands, so this is a related-party deal. The company also engaged Network Newswire on August 1, 2018 for corporate communications.
M&K CPAs ceased serving as auditor on May 16, 2017, citing the company's failure to maintain its SEC filing obligations, which indicates a lapse in filings since the 2013 period. Saturna Group Chartered Professional Accountants LLP was engaged on November 30, 2017; M&K's reports on fiscal 2012 and 2013 carried going-concern doubt.
On January 16, 2014 a founding investor funded the purchase of twelve 2.05MW wind turbine generators, which the company has the option to buy at $190,000 each, a total option obligation of $2,280,000. The filing does not say whether the company intends to exercise the option.
This amendment adds detail to the June 10 restatement: the company says it was first advised on or about June 7, 2013 not to rely on the January 31, 2013 financials, and that it will file an amended 10-Q. The restated six-month net loss is $256,845 versus $102,845 reported, and stockholders' deficit is $591,875 versus $641,875 reported.
The company said its interim financial statements for the six months ended January 31, 2013 can no longer be relied on and were restated. A conversion feature on a $50,000 debt settlement created a $154,000 loss on conversion, raising the deficit by that amount.
The company settled $43,750 of debt owed to five creditors by issuing 875,000 shares at a deemed $0.05 each; the agreements were dated March 20, 2013 and the shares were issued April 5, 2013. This continues the debt-for-shares settlements from March 2013.
On May 1, 2013 the company issued 1,000,000 shares at $0.25 each to three non-US investors, raising $250,000.
What it means for a shareholder
1.0m new shares at $0.250 to raise about $250,000. That's 11% dilution: every existing holder's slice gets 11% smaller. If you held $1,000 of shares (4,000 at the issue price), your slice goes from 0.0482% to 0.043% of the company. To keep it you'd need 482 more shares - about $121 at the issue price.
20 Mar 2013capital raising announcement● NeutralMajor
On March 15, 2013 Green Hygienics settled $368,359 of debts with four creditors (Turon Capital Partners, Bear Creek Gravel, Fairway Mobile Homes and Alita Capital Partners) by issuing 7,367,180 shares at a deemed $0.05 each. This cuts debt but adds shares for existing holders.
On May 14, 2012 the board approved changing the name from Takedown Entertainment to Green Hygienics Holdings Inc. through a merger into a subsidiary formed only for that purpose. It also approved a 2,000-for-1 reverse split, cutting issued shares from 82,816,641 to 41,408 and authorized shares from 375,000,000 to 187,500, pending FINRA review.
8 Feb 2012capital raising announcement● NeutralMajor
Takedown Entertainment agreed to a second convertible loan from Triumph Capital Inc., for up to US$500,000, on the same terms as the 2011 loan: 7.5% interest, due five years from advancement, convertible at 75% of the ten-day average closing bid. The filing text says February 8, 2011 in one place, but the exhibit and report date indicate 2012.
The company renewed its Radius Consulting agreement on September 7, 2011 at $2,500 a month for 90 days. It also reported announcements between August 17 and September 20, 2011 of letters of intent (not final agreements, per the text) to acquire worldwide distribution rights to MMA fights from a number of promotions, plus the appointment of Ken Pavia as director of business development at subsidiary Takedown Fight Media Inc.
31 Aug 2011capital raising announcement▲ GoodMajor
Peter Wudy, a director and officer, agreed to cancel 30,000,000 of his shares for no cash, leaving him with 30,000,000 shares, about 36.8% of the 81,527,753 shares outstanding. The company also sold 333,333 shares at $0.75 to one non-US investor for $250,000.
What it means for a shareholder
333,333 new shares at $0.750 to raise about $250,000. That's 89% dilution: every existing holder's slice gets 89% smaller. If you held $1,000 of shares (1,333 at the issue price), your slice goes from 3.2% to 0.355% of the company. To keep it you'd need 10,549 more shares - about $7,912 at the issue price.
18 Aug 2011capital raising announcement● NeutralMajor
Triumph Capital converted its $1,037,500 loan (including interest) into 1,383,333 shares at $0.75, and a separate $108,390 shareholder loan into 144,420 shares at $0.75, so the January 2011 convertible loan is now settled in shares. The company also hired Radius Consulting for investor-awareness work at $2,500 a month for 90 days and announced a new London office to work with European MMA promotions.
Takedown Entertainment agreed on May 12, 2011 to provide advertising services over 12 months (effective May 7, 2011) to Dr. Diego Allende, a member of its board of advisors, for $300,000 in four $75,000 quarterly installments. Twenty percent goes to overhead, the rest to advertising placement and third-party costs, and any unallocated amount is refundable at the end of the term.
8 Feb 2011capital raising announcement● NeutralMajor
The company, now named Takedown Entertainment Inc., agreed on January 31, 2011 to a loan of up to US$1,000,000 from Triumph Capital Inc. The loan pays 7.5% interest, is due five years from advancement, and can be converted into shares at 75% of the ten-day average closing bid price, so repayment in shares could dilute existing holders.
The company, then named Silver Bay Resources Inc., dismissed its auditor Moore & Associates on September 11, 2009 after the PCAOB revoked Moore's registration on August 27, 2009, and engaged M&K CPAS, PLLC on December 16, 2009. The company says there were no disagreements with Moore; Moore's earlier report on the fiscal year ended July 31, 2008 carried a going-concern qualification, and the company will have any year Moore audited re-audited if it must be included in filings.
