Green Technology Solutions, Inc.

On July 26, 2019 the company signed a letter agreement for Grupo Milagro LLC of Laguna Hills, California to acquire control. It also says it has engaged accountants and auditors to prepare a 10-K for 2018 and the six months to June 30, 2019 so it becomes current in its filings, implying a long filing gap (inference). The company is now a Nevada corporation based in Houston, and the filing gives no price or share terms for the control deal.

material agreement

On March 5, 2015 the company signed an asset purchase agreement for a roughly 1,300 sq ft Class 5 clean room to be installed in Colorado for hygienic testing and quality control for cannabis growers and retailers. The price is $2,500,000: $250,000 in cash instalments and $2,250,000 in stock, with 3,000,000 shares issued immediately and registered for resale. This is a new business direction, and the share issuance dilutes existing holders (inference).

material agreement

The company reports that on October 7, 2011 it refinanced non-interest-bearing advances of $661,683 and $517,673 into 10% convertible notes convertible at $0.03 a share. In January 2012 the holders converted $661,683 into 22,056,100 shares and $270,000 of the second note into 9,000,000 shares, leaving 31,202,694 shares outstanding as of March 15, 2012. Existing holders were substantially diluted. The filing does not name the lenders.

capital raising announcement

On July 28, 2011 the company agreed a two-year, $3.25 million convertible credit line with Wasserman Investments Corp. at 8% a year, to fund evaluation of rare earth minerals projects and some operating costs. The lender can convert into stock at the lower of $0.05 or 60% of the three lowest closing bids in the prior 12 months, which could dilute existing holders heavily (inference). A related equity line agreement was signed the same day. The filing does not say how much has been drawn.

capital raising announcement

On November 8, 2010 the company paid $250,000 for the rights to a joint venture with Bio Pulp Works, LLC (a recycled-paper products maker), giving it 49% of profits and losses, and agreed to put in $10,000 a month for six months. On November 22, 2010 Paradigm Capital Corporation, assigned $150,000 of the Infox note, converted it into 15,000,000 shares, which the filing says is about 99% of the shares outstanding and a change in control away from Cambridge Securities. The filing cites about 133,740 shares outstanding before the issuance, far below the 23.69 million reported in May 2010, and does not explain the gap (a reverse split is a possible inference). This is the first new business since the company was described as a shell, and it realises the dilution risk of the $0.01 notes.

capital raising announcement

On May 23, 2010 the company exchanged $297,567 owed to Infox Ltd and $109,441 owed to affiliate Zaccam Trading (total $407,008) for 10% subordinated convertible notes effective April 1, 2010, after it could not raise money to repay them on request. The notes convert to stock at $0.01 a share, which could greatly dilute existing holders (inference), and cost about $40,701 a year in interest. The filing text says the notes are due March 31, 2010, but the attached note says March 31, 2013 (internal inconsistency), and the exhibit list names Millington instead of Zaccam.

debt financing

On May 18, 2010 a group of five buyers led by Cambridge Securities of Panama bought 16,503,817 shares (about 69.67%) from Burisma Holdings for $270,000, changing control of the company. CEO Konstantin Tsiryulnikov and CFO Roman Livson resigned as officers, director Tsiryulnikov resigned, and Leon Golden will resign about 11 days after the filing; Dean McCall becomes the sole director and officer. Shares outstanding are 23,690,037 and the filing describes no operating business. This follows the 2009 Burisma stake and asset transfer.

business combination

The company signed a definitive agreement with Millington Solutions on June 24, 2009 to transfer all its assets (its interests in Esko Pivnich and Pari) in settlement of the $5,864,837 owed on the Millington notes, with Millington assuming the subsidiaries' obligations. This formalises the transaction first reported in April; the filing still says it is pending board approval, with a March 30, 2009 effective date if approved.

asset acquisition disposition

The company says that on March 30, 2009 management accepted Millington Solutions' proposal to take all the company's assets, by surrendering its entire interests in the Ukrainian subsidiaries Esko Pivnich and Pari, in settlement of the Millington notes (total $5,864,837); Millington also assumes those subsidiaries' obligations. This is pending board approval (effective March 30, 2009 if approved), and the company would then become a blank-check company. It resolves the Millington default thread. Separately, majority holder Halton Impex surrendered its 16,355,767 shares (69.47%) to Burisma Holdings Limited for nominal consideration, and Burisma undertook best efforts to fund ongoing expenses and look for a merger.

asset acquisition disposition

Millington Solutions, holder of $4.56 million of convertible notes the company sold in 2006-2007, refused to convert, extend or restructure the first tranche and demanded repayment of $917,200 plus $294,421 interest by March 30, 2009. Millington says it will accelerate the other tranches and sue for the full $4,560,000 plus $1,124,837 interest if payment is missed. Management says it cannot raise enough to pay and has proposed transferring some or all of the company's assets as payment, which could put the company's assets at risk for shareholders (inference).

debt financing

On March 26, 2007 the company issued Dutchess a promissory note with a $2,553,125 face amount for $2,375,000 in proceeds, at 7% interest, maturing December 26, 2007. It also issued 50,000 restricted shares and paid $75,000 in closing costs. The note is secured by 40 put notices under the September 2006 Dutchess agreement, and the subsidiaries TOV Energy-Servicing Company Esko Pivnich and Pari, Ltd. guaranteed it. Default carries penalties, including a 10% increase in the face amount.

capital raising announcement

On September 7, 2006 the company signed an agreement with Dutchess Private Equities Fund giving it access to up to $20 million by selling shares to Dutchess over 24 months. Each sale is priced at 96% of the lowest closing bid in a five-day period. The company must register the shares with the SEC and paid a $10,000 due diligence fee. Because shares are sold at a discount to market, this is a source of potential dilution (inference).

capital raising announcement

The Esko Pivnich acquisition is now reported as completed: the company owns all of it, and the company's business is oil and gas production and development in Ukraine. The shares were approved for trading on the OTCBB (symbol SEYR) around May 23, 2005, which was the last condition. Esko Pivnich's shareholders hold about 91% (15,309,900 shares), Halton Impex is deemed in control at 65%, and the loans from the selling stockholders were waived. Konstantin Tsiryulnikov replaced David Melman as officer, and Melman stays on the board.

asset acquisition disposition

The company reported the terms of the Esko Pivnich purchase: it would issue 10,479,900 new shares, and Esko Pivnich's shareholders would end up with 15,309,900 shares, about 91% of the company, for $40,000 paid at closing. A $35,000 loan from five selling stockholders would be waived once the deal closed. The filing says closing was still expected in mid-January 2005 and was conditional on listing the shares on the OTC Pink Sheets. Esko Pivnich's attached financials show a nine-month 2004 net loss of $550,908 on revenue of $165,830, and a stockholders' deficit of $501,069 at September 30, 2004.

asset acquisition disposition

The company (then named Sunrise Energy Resources, formerly Sunrise Energy Services; the filer of the earlier late-filing notices as Green Technology Solutions) told shareholders that it agreed on October 4, 2004 to acquire Esko Pivnich, a Ukrainian oil and gas production and development company. After closing, Esko Pivnich's shareholders would hold about 90% of a company with 17 million shares, current shareholders would keep 9%, and control would pass to a group led by Halton Impex Corp. (65%), with Konstantin Tsiryulnikov as Chairman and David Melman staying on as a director.

business combination