Each one in plain English, with the numbers worked through for a shareholder.
13 June 2017asset acquisition disposition● NeutralMajor
Under a June 9, 2017 settlement, the company, now named I-Wellness Marketing Group, returned Spud Shack to its former shareholders and got back 90,000,000 of its shares for cancellation, ending the restaurant business bought in 2014. The filing says British Columbia liquor regulators would otherwise have required background checks on every shareholder. The company remains indebted to CEO Timothy Ferguson for $51,591.66, due June 15, 2017, and says it is still in the business of marketing health and wellness monitoring equipment.
An amended report on the Spud Shack acquisition changes the terms: 30,000,000 shares at $0.03 (still $900,000), closing October 20, 2014, rather than 90,000,000 shares at $0.01 as first reported. It adds that a 1-for-3 reverse split and name change to Monarchy Ventures took effect November 24, 2014, and that Spud Shack had a working capital deficit of $31,559 and a stockholders' deficit of $309,171 at June 30, 2014, with going-concern doubt. The filing also says 66,667 shares (not 20,000,000) were issued in January 2014 for the note, which conflicts with the earlier report; the 66,667 may reflect the reverse split, but that is an inference. The text provided is truncated.
Auditor Sadler Gibb resigned on January 20, 2015, and the company engaged Dale Matheson Carr-Hilton LaBonte LLP on February 5, 2015 for the fiscal year ended October 31, 2014. Sadler Gibb's reports for the past two years carried going-concern paragraphs, and the filing states there were no disagreements. The filing is under the name Monarchy Ventures Inc.
The board resolved to acquire 100% of The Spud Shack Fry Company Ltd., a British Columbia restaurant company, for 90,000,000 restricted shares at a deemed $0.01 each ($900,000), with closing scheduled for October 17, 2014. This is a move into restaurants alongside the New World mining stake, and the large share issue dilutes existing holders.
The company says it issued 20,000,000 restricted shares in satisfaction of the $750,000 promissory note owed for the extra 17% of New World, bringing shares outstanding to 66,140,000 as of January 15, 2014. This settles the cash portion of the July 2013 deal with new shares, which dilutes existing shareholders.
The company agreed to buy a further 17% of New World Metals for $750,000 plus 5,000,000 shares at a deemed $1.00 each (total value $5,750,000), taking its stake to 45%. The filing also says the company is to get a pro-rated 45% share of New World's profits, paid quarterly.
The company says the 28% New World Metals deal from May is now completed effective June 17, 2013, after due diligence. The filing says New World owns two mines producing 200 tons of ore per day and that management forecasts 2,000-2,500 ounces of gold and 350,000-400,000 ounces of silver in 2013 (a management forecast, not a result).
Monarchy Resources signed a Share Exchange Agreement to acquire 28% of New World Metals, a Mexican mining operator in Chihuahua, by issuing 10,000,000 shares at a deemed $1.00 each ($10,000,000 total). This moves the company from a Philippines-based shell into mining; shareholders face dilution from the new shares.
