History
A former entertainment company funded by convertible loans and debt settlements reinvented itself as a hemp business, and by August 2021 was buying properties while reporting zero revenue.
2011-2012: Takedown Entertainment and a new name
The story begins with Takedown Entertainment Inc., which in January 2011 agreed a loan of up to US$1,000,000 from Triumph Capital Inc. The loan paid 7.5% interest and could be converted into shares at 75% of a recent average bid price. By August 2011 Triumph had converted $1,037,500 into 1,383,333 shares at $0.75, and a separate $108,390 shareholder loan became 144,420 shares. The company also hired Radius Consulting for investor-awareness work and announced a London office to work with European MMA promotions.
In August 2011 director Peter Wudy cancelled 30,000,000 of his shares for no cash, leaving him with about 36.8% of 81,527,753 shares. The company sold 333,333 shares at $0.75 to one non-US investor for $250,000. In February 2012 it agreed a second Triumph convertible loan of up to $500,000 on the same terms.
In May 2012 the board approved a new name, Green Hygienics Holdings Inc., and a 2,000-for-1 reverse split, which cut issued shares from 82,816,641 to 41,408, pending FINRA review.
2013-2014: Debt settlements and a restatement
In March 2013 the company settled $368,359 of debts with four creditors, including Alita Capital Partners, by issuing 7,367,180 shares at a deemed $0.05 each. That cut debt but added shares for existing holders.
In June 2013 the company said its financial statements for the six months to January 31, 2013 could no longer be relied on. A conversion feature on a $50,000 debt settlement created a $154,000 loss, so the restated six-month net loss was $256,845 rather than the $102,845 first reported.
In January 2014 a founding investor funded the purchase of twelve wind turbine generators, which the company had the option to buy at $190,000 each, $2,280,000 in total. The filings do not say whether it intended to take up the option, and nothing further was reported on it.
2015-2018: A quiet record
The disclosures say little for these years. The one major beat, in December 2017, was an auditor change. M&K CPAs had stopped acting in May 2017, citing the company's failure to keep up its SEC filings, which points to a lapse in filing after the 2013 period. Saturna Group was engaged in November 2017. M&K's reports on fiscal 2012 and 2013 had carried going-concern doubt, meaning doubt the company could keep operating.
2019-2021: Hemp, property and borrowing
In August 2019 the company agreed to buy the 824-acre Potrero Ranch near San Diego to grow industrial hemp for CBD. The contract was in the name of Alita Capital, controlled by the president, which assigned its rights to the company. At the same time it dropped an earlier plan for pre-fab cannabis-cultivation housing and said a 2018 intellectual property purchase from Jeff Palumbo would probably not go ahead, as its 1,000,000 shares were never issued. It also reported an April 2019 letter of intent to buy Coastal Labs and a hemp spice supply agreement with US Tobacco Mexico. In October 2019 it agreed to buy a Poway, California property for $4,000,000 as a head office, with up to $2,000,000 payable in stock at $1.88 a share, and hired advisers on strategic alternatives. No later reports on Coastal Labs or the Poway purchase appear.
Funding came from several sources. In September 2020 the company signed an optional equity line with GHS Investments to sell up to $25,000,000 of stock, with 150,857 commitment shares issued, and existing holders would be diluted if it was used. In December 2020 a 15% secured note for $2,668,748 from Home Loan Eagle, on top of an earlier $1,760,000 note, raised net proceeds of $1,402,377. Of that, $1,151,283 repaid part of the debt to Alita Capital, leaving about $2,197,699 owed. Shares on issue rose from 34,707,835 at the end of 2018 to 44,482,138 by the end of 2021.
In 2021 the company turned to acquisitions. In March a subsidiary agreed to buy a Stowe Drive building in Poway for $7,500,000 cash plus 300,000 shares, and two new subsidiaries, TruLife Labs and TruLife Biotech, were formed. In April it bought assets from Admay, Inc. for up to $2,822,000, paying an initial $122,400 funded by a $550,000 interest-free loan from Alita.
On August 20, 2021 a subsidiary agreed to buy about 95,625 acres in Lincoln County, North Carolina for $2,400,000 cash, with $25,000 in escrow and closing due by October 31, 2021. As of August 26, 2021 the company reported zero revenue, going-concern doubt, and no stated funding for the remaining purchase cash.
Written from the 17 story beats below (2011 to 26 Aug 2021), which come from the company's own announcements and filings.